Common use of Specific Items to be Delivered at the Closing Clause in Contracts

Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party at the Closing of the transactions contemplated by this Agreement. (a) To be delivered by Seller (in duplicate original): (i) Bills of Sale, assignments and other documents of conveyance transferring to Buyer the Assets with general warranty of title; (ii) Copy of corporate resolutions authorizing the execution of this Agreement, and the consummation by Seller of the transactions contemplated by this Agreement; (iii) A certificate of the Member stating that the representations and warranties of Seller set forth in this Agreement are true and correct. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect; (iv) Assignment of Trademarks/Servicemarks and Registrations thereof; (v) Assignment and Assumption Agreement (covering the Lease) if Lease is to be assigned; (vi) Assignment and Assumption Agreement (covering all other contracts assumed by Buyer hereunder); and (b) To be delivered by Buyer (in duplicate original): (i) Cash or certified funds payable to Seller in an amount to reimburse Seller for prepaid personal property taxes, if any, paid by Seller with respect to the Assets for the period after the Effective Date; (ii) The Consideration Shares, subject to the Holdback Escrow Agreement; (iii) Copy of corporate resolution certified by Buyer's Secretary authorizing the execution of this Agreement and the consummation by Buyer of the transactions contemplated by this Agreement; (iv) Assignment and Assumption Agreement (covering the Lease); and (v) Assignment and Assumption Agreement (covering all other contracts assumed by Buyer hereunder including the Assumed Liabilities).

Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party at the Closing of the transactions contemplated by this Agreement. (a) To be delivered by Seller Vairex (in duplicate original): (i) Bills of Sale, assignments and other documents of conveyance transferring to Buyer the Assets with general warranty of title; (ii) Copy of corporate resolutions authorizing the execution of this Agreement, and the consummation by Seller Vairex of the transactions contemplated by this Agreement;. (iiiii) A certificate of the Member President of Vairex stating that the representations and warranties of Seller Vairex set forth in this Agreement are true and correct. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect;. (iii) A certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of Vairex, in form and substance satisfactory to the other party and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of Vairex to close, have been fulfilled, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (iv) Assignment Certificates dated the Closing Date, signed by the Secretary of Trademarks/Servicemarks Vairex, (i) certifying resolutions duly adopted by the Board of Directors and Registrations thereof; (v) Assignment Shareholders of Vairex, authorizing the execution of this Agreement and Assumption Agreement (covering all of the Lease) if Lease is other transactions to be assigned; consummated pursuant thereto; (viii) Assignment certifying the names and Assumption Agreement incumbency of the officers of Vairex who are empowered to execute the foregoing documents for and on behalf of such company; (covering iii) certifying the authenticity of copies of the Articles of Incorporation and Bylaws of Vairex; and (iv) certifying the authenticity of a reasonably current Certificate of Good Standing, from all other contracts assumed by Buyer hereunder); andjurisdictions in which the company is qualified to conduct business. (b) To be delivered by Buyer Shareholders of Vairex (in duplicate original): (i) Cash Certificate or certified funds payable certificates representing 100% of the issued and outstanding equity securities of Vairex, which stock certificates shall be endorsed in favor of Guardian. (ii) Fully executed Subscription Agreements from all securityholders of record of Vairex substantially in the form of Exhibit 4.4. (c) To be delivered by Guardian (in duplicate original): (i) Certificate or certificates representing 28.3 million shares of Guardian Common Stock, as adjusted pursuant to Seller Section 4.2(c) which stock certificates shall be issued in an amount to reimburse Seller for prepaid personal property taxes, if any, paid by Seller with respect to the Assets for names of each Shareholder in the period after the Effective Datenumbers set forth on Exhibit 4.1 hereof; (ii) The Consideration Shares, subject to the Holdback Escrow Agreement; (iii) Copy of corporate resolution certified by Buyer's Secretary authorizing the execution of this Agreement and the consummation by Buyer Guardian and GAC of the transactions contemplated by this Agreement, including, but not limited to, the issuance of Guardian Common Stock in the amounts and manner set forth in Section 4.1 above; (iii) A certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of Guardian and GAC, in form and substance satisfactory to the other party and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of Guardian and GAC to close, have been fulfilled, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (iv) Assignment Certificates dated the Closing Date, signed by the Secretary of Guardian and Assumption GAC, (i) certifying resolutions duly adopted by the Board of Directors of Guardian and GAC, authorizing the execution of this Agreement and all of the other transactions to be consummated pursuant thereto; (covering ii) certifying the Lease)names and incumbency of the officers of Guardian and GAC who are empowered to execute the foregoing documents for and on behalf of such company; and (viii) Assignment certifying the authenticity of copies of the Articles of Incorporation and Assumption Agreement Bylaws of Guardian and GAC; and (covering iv) certifying the authenticity of a reasonably current Certificate of Good Standing, from all other contracts assumed by Buyer hereunder including the Assumed Liabilities)jurisdictions in which Guardian and GAC are qualified to conduct business.

Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party at the Closing of the transactions contemplated by this Agreement. (a) To be delivered by Seller (in duplicate original):TO BE DELIVERED BY SCARAB: (i) Bills of Sale, assignments and other documents of conveyance transferring to Buyer the Assets with general warranty of title; (ii) Copy of corporate resolutions authorizing the execution of this Agreement, and the consummation by Seller of the transactions contemplated by this Agreement; (iii) A certificate dated the Closing Date of Scarab, signed by the Member President of Scarab stating that the representations and warranties of Seller Scarab set forth in this Agreement are true and correctcorrect in all material respects. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect; (iv) Assignment of Trademarks/Servicemarks and Registrations thereof; (v) Assignment and Assumption Agreement (covering the Lease) if Lease is to be assigned; (vi) Assignment and Assumption Agreement (covering all other contracts assumed by Buyer hereunder); and (b) To be delivered by Buyer (in duplicate original): (i) Cash or certified funds payable to Seller in an amount to reimburse Seller for prepaid personal property taxes, if any, paid by Seller with respect to the Assets for the period after the Effective Date;. (ii) The Consideration SharesA certificate dated the Closing Date of Scarab, subject signed by the President of Scarab, in form and substance satisfactory to xXX and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the Holdback Escrow Agreement;obligations of Scarab to close, have been fulfilled or waived in writing, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (iii) Copy Certificates dated the Closing Date of corporate resolution certified Scarab, signed by Buyer's the Secretary of Scarab, (i) certifying attached copies of resolutions duly adopted by the Board of Directors of Scarab, authorizing the execution of this Agreement and the consummation by Buyer other transactions to be consummated pursuant thereto; (i) certifying the names and incumbency of the transactions contemplated by officers of Scarab who executed the Agreement and any certificates delivered pursuant to this Agreement;Section 4.7(a) for and on behalf of Scarab; (iii) certifying the authenticity of copies of the Articles of Incorporation and Bylaws of Scarab; and (iv) certifying the authenticity of a reasonably current Certificate of Good Standing, from all jurisdictions in which the company is qualified to conduct business. (iv) Assignment Audited financial statements of Scarab containing balance sheets, together with statements of operation, statements of cash flows, and Assumption Agreement (covering statements of stockholders' equity as of and for the Lease); and (v) Assignment and Assumption Agreement (covering all other contracts assumed by Buyer hereunder including the Assumed Liabilities)periods ended December 31, 2001.

Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party at the Closing of the transactions contemplated by this Agreement. (a) To be delivered by Seller (in duplicate original): (i) Bills of Sale, assignments and other documents of conveyance transferring to Buyer the Assets with general warranty of title; (ii) Copy of corporate resolutions resolutions, certified by Seller’s Managing Member, authorizing the execution of this Agreement, and the consummation by Seller of the transactions contemplated by this Agreement; (iii) A certificate of the Member Managing Member(s) stating that the representations and warranties of Seller set forth in this Agreement are true and correct. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect; (iv) Assignment of Trademarks/Servicemarks and Registrations thereof; (v) Assignment and Assumption Agreement (covering the Lease) if Lease is to be assigned; (vi) A certificate dated as of the Closing Date, signed by the Managing Member, certifying that all conditions precedent set forth in this Agreement to the obligations of Seller to close, have been fulfilled, and that no Event of Default and that no event which, with the giving of Notice or the passage of time, or both, would be an Event of Default has occurred as of such date; (vii) Assignment and Assumption Agreement (covering all other contracts assumed by Buyer hereunder); and; (viii) Non-Competition Agreement. (b) To be delivered by Buyer (in duplicate original): (i) Cash or certified funds payable to Seller in an amount to reimburse Seller for prepaid personal property taxes, if any, paid by Seller with respect to the Assets for the period after the Effective Date; (ii) The Consideration SharesCash or certified funds payable to Seller in the amount of $2.1 million including the Xxxxxxx Money, subject to the Holdback Escrow Agreementadjustments, if any; (iii) The Consideration Shares; (iv) Buyer’s Note; (v) Copy of corporate resolution certified by Buyer's ’s Secretary authorizing the execution of this Agreement and the consummation by Buyer of the transactions contemplated by this Agreement; (ivvi) A certificate of the Secretary stating that the representations and warranties of Buyer set forth in this Agreement are true and correct. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect; (vii) Assignment of Trademarks/Servicemarks and Registrations thereof; (viii) Assignment and Assumption Agreement (covering the Lease); and (vix) Assignment and Assumption Agreement (covering all other contracts assumed by Buyer hereunder including the Assumed Liabilities).

Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party at the Closing of the transactions contemplated by this Agreement. (a) To be delivered by Seller (in duplicate original): (i) Bills of Sale, assignments and other documents of conveyance transferring to Buyer the Assets with general warranty of title;. (ii) Copy of corporate resolutions of Seller's Board of Directors and Shareholders authorizing the execution of this Agreement, and the consummation by Seller of the transactions contemplated by this Agreement;. (iii) A certificate of the Member President or Chairman of Seller stating that the representations and warranties of Seller set forth in this Agreement are true and correct. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect;. (iv) Assignment A certificate dated the Closing Date, signed by the Chairman of Trademarks/Servicemarks Seller in form and Registrations thereof;substance satisfactory to the other parties and their legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of Seller to close, have been fulfilled, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (v) Assignment Certificates dated the Closing Date, signed by the Secretary of Seller, (i) certifying resolutions duly adopted by the Board of Directors and Assumption Shareholders of Seller, authorizing the execution of this Agreement (covering and all of the Lease) if Lease is other transactions to be assigned;consummated pursuant thereto; (ii) certifying the names and incumbency of the officers of Seller who are empowered to execute the foregoing documents for and on behalf of such company; and (iii) certifying the authenticity of a reasonably current Certificate of Good Standing in Delaware. (vi) Assignment and Assumption Agreement (covering all other contracts assumed by Buyer hereunder); andLegal Opinion described in Section 4.5(j) hereto, to be delivered after the Closing Date but before September 30, 2002. (b) To be delivered by Buyer (in duplicate original): (i) Cash or certified funds payable Certificates representing 50% of the Purchase Shares, Class A Warrants and Class B Warrants; with the Holdback Securities to Seller be retained by Buyer in an amount to reimburse Seller for prepaid personal property taxes, if any, paid by Seller accordance with respect to the Assets for the period after the Effective Date;Section 3.2(b) hereof. (ii) The Consideration Shares, subject to the Holdback Escrow Registration Rights Agreement; (iii) Copy of corporate resolution certified by Buyer's Secretary authorizing the execution of this Agreement and the consummation by Buyer of the transactions contemplated by this Agreement; (iv) Assignment and Assumption Agreement (covering the Lease); and (v) Assignment and Assumption Agreement (covering all other contracts assumed by Buyer hereunder including the Assumed Liabilities).

Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party at the Closing of the transactions contemplated by this Agreement. (a) To be delivered by Seller RV (in duplicate original): (i) Bills of Sale, assignments and other documents of conveyance transferring to Buyer the Assets with general warranty of title; (ii) Copy of corporate resolutions authorizing the execution of this Agreement, and the consummation by Seller RV of the transactions contemplated by this Agreement;. (iiiii) A certificate of the Member stating President of RV staring that the representations and warranties of Seller RV set forth in this Agreement are true and correct. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect;. (iii) A certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of RV, in form and substance satisfactory to the other party and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of RV to close, have been fulfilled, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (iv) Assignment Certificates dated the Closing Date, signed by the Secretary of Trademarks/Servicemarks RV, (i) certifying resolutions duly adopted by the Board of Directors and Registrations thereof; (v) Assignment Shareholders of RV, authorizing the execution of this Agreement and Assumption Agreement (covering all of the Lease) if Lease is other transactions to be assigned; consummated pursuant thereto; (viii) Assignment certifying the names and Assumption Agreement incumbency of the officers of RV who are empowered to execute the foregoing documents for and on behalf of such company; (covering iii) certifying the authenticity of copies of the Articles of Incorporation and Bylaws of RV; and (iv) certifying the authenticity of a reasonably current Certificate of Good Standing, from all other contracts assumed by Buyer hereunder); andjurisdictions in which the company is qualified to conduct business. (b) To be delivered by Buyer Shareholders of RV (in duplicate original): (i) Cash Certificate or certified funds payable to Seller certificates representing 100% of the issued and outstanding common shares of RV, which stock certificates shall be endorsed in an amount to reimburse Seller for prepaid personal property taxesfavor of Southshore. (ii) Fully executed Subscription Agreements from all shareholders of record of RV substantially in the form of Exhibit 4.3. (iii) Assignments, if any, paid with unconditional warranties of title, duly executed by Seller with respect Shareholders, assigning to Southshore any and all equity rights, including, but not limited to, options, warrants, puts and so forth, which Shareholders may own in RV at the Assets for time of Closing. (iv) Certificate of Shareholders in which they state that they own the period after shares and other rights of RV free and clear of all liens, encumbrances, security interests and limitations on transfer whatsoever. (c) To be delivered by Southshore (in duplicate original): (i) Certificate or certificates representing 5,500,000 shares of Southshore Common Stock, which stock certificates shall be issued in the Effective Datenames of each Shareholder in the numbers set forth in Section 4.1 hereof; (ii) The Consideration Shares, subject to the Holdback Escrow Agreement; (iii) Copy of corporate resolution certified by Buyer's Secretary authorizing the execution of this Agreement and the consummation by Buyer Southshore and SAC of the transactions contemplated by this Agreement, including, but not limited to, the issuance of Southshore Common Stock in the amounts and manner set forth in Section 4.1 above; (iii) A certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of Southshore and SAC, in form and substance satisfactory to the other party and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of Southshore and SAC to close, have been fulfilled, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (iv) Assignment Certificates dated the Closing Date, signed by the Secretary of Southshore and Assumption SAC, (i) certifying resolutions duly adopted by the Board of Directors of Southshore and SAC, authorizing the execution of this Agreement and all of the other transactions to be consummated pursuant thereto; (covering ii) certifying the Lease)names and incumbency of the officers of Southshore and SAC who are empowered to execute the foregoing documents for and on behalf of such company; and (viii) Assignment certifying the authenticity of copies of the Articles of Incorporation and Assumption Agreement Bylaws of Southshore and SAC; and (covering iv) certifying the authenticity of a reasonably current Certificate of Good Standing, from all other contracts assumed by Buyer hereunder including the Assumed Liabilities)jurisdictions in which Southshore and SAC are qualified to conduct business.