Common use of Documents at Closing Clause in Contracts

Documents at Closing. At the Closing, the following documents will be delivered: (a) The Company will deliver, or will cause to be delivered, to CMI the following: (i) a certificate executed by the President of the Company to the effect that all representations and warranties made by the Company under this Agreement are true and correct as of the Closing and as of the Effective Time of the Merger, the same as though originally given to CMI or Merger Sub on said date and that the Company has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; (ii) a certificate from the state of the Company's incorporation dated within five business days of the Closing to the effect that the Company is in good standing under the laws of said state; (iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement and the other Transaction Documents; (iv) executed copy of the Certificate of Merger for filing in Delaware; (v) certified copies of resolutions adopted by the Company Stockholders and the directors of the Company approving the Merger Agreement and other Transaction Documents and authorizing the Merger; (vi) the opinion of the Company's counsel as described in Section 9(i) above; and (vii) all other items, the delivery of which is a condition precedent to the obligations of CMI and Merger Sub, as set forth herein.

Documents at Closing. At the Closing, the following documents will shall be delivered: (a) The Company IFT will deliver, or will cause to be delivered, to CMI NHCC the following: (i) a certificate executed by the President and Secretary of the Company IFT to the effect that all representations and warranties made by the Company IFT under this Agreement are true and correct as of the Closing and as of the Effective Time of the MergerClosing, the same as though originally given to CMI or Merger Sub NHCC on said date and that the Company has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; date; (ii) a certificate from the state of the Company's IFT, and incorporation dated within five business days of at or about the Closing to the effect that the Company each respective corporation is in good standing under the laws of said state; (iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement and the other Transaction DocumentsAgreement; (iv) executed copy of the Certificate of Merger for filing in Delaware; (v) certified copies of resolutions adopted by the Company Stockholders and the directors of the Company approving the Merger Agreement and other Transaction Documents and authorizing the Merger; (vi) the opinion of the Company's counsel as described in Section 9(i) above; and (vii) all other items, the delivery of which is a condition precedent to the obligations of CMI and Merger SubNHCC, as set forth herein. (v) the legal opinion required by Paragraph 8(m) hereof. (b) NHCC will deliver or cause to be delivered to IFT: (i) stock certificates representing that portion of the NHCC shares to be issued as a part of the Acquisition as described herein; (ii) a certificate of NHCC to the effect that all representations and warranties of NHCC made under this Agreement are true and correct as of the Closing, the same as though originally given to IFT on said date; (iii) certified copies of resolutions adopted by NHCC's Board of Directors authorizing the Acquisition and all related matters; (iv) certificates from the State of Nevada dated at or about the Closing Date that NHCC is in good standing under the laws of said state; (v) opinion of NHCC's counsel as described herein; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii) resignation of the officers and designated directors of NHCC as described in Exhibit "D"; and (viii) all other items, the delivery of which is a condition precedent to the obligations of IFT as set forth in Paragraph 8 hereof.

Documents at Closing. At the Closing, the following documents will shall be delivered: (a) The Company CMIS will deliver, or will cause to be delivered, to CMI Galaxy the following: (i) a certificate executed by the President and Secretary of the Company CMIS to the effect that all representations and warranties made by the Company CMIS under this Agreement are true and correct as of the Closing and as of the Effective Time of the MergerClosing, the same as though originally given to CMI or Merger Sub Galaxy on said date and that the Company has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; date; (ii) a certificate from the state jurisdiction of the Company's incorporation of CMIS dated within five business days of at or about the Closing to the effect that the Company CMIS is in good standing under the laws of said statejurisdiction; (iii) Investment Letters in the form attached hereto as Exhibit "C" executed by each CMIS Stockholder; (iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement and the other Transaction Documents; (iv) executed copy of the Certificate of Merger for filing in DelawareAgreement; (v) certified copies of resolutions adopted by the Company Stockholders shareholders and the directors of the Company approving the Merger Agreement and other Transaction Documents and CMIS authorizing the Merger; (vi) the opinion of the Company's counsel as described in Section 9(i) abovethis transaction; and (viivi) all other items, the delivery of which is a condition precedent to the obligations of CMI and Merger Sub, Galaxy as set forth herein. (vii) the legal opinion required by Section 13(d) hereof. (b) Galaxy will deliver or cause to be delivered to CMIS: (i) stock certificates representing the Galaxy Shares to be issued as a part of the stock exchange as described herein; (ii) a certificate of the President of Galaxy, to the effect that all representations and warranties of Galaxy made under this Agreement are true and correct as of the Closing, the same as though originally given to CMIS on said date; (iii) certified copies of resolutions adopted by Galaxy's board of directors and Galaxy's Stockholders authorizing the Acquisition and all related matters described herein; (iv) certificate from the jurisdiction of incorporation of Galaxy dated at or about the Closing Date that Galaxy is in good standing under the laws of said state; (v) opinion of Galaxy's counsel as described in Section 12(l) above; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii) resignation of the existing officer and director of Galaxy; (viii) all corporate and financial records of Galaxy; and (ix) all other items, the delivery of which is a condition precedent to the obligations of CMIS, as set forth in Section 13 hereof.

Documents at Closing. At the Closing, the following documents will shall be delivered: (a) The Company Bioaccelerate will deliver, or will cause to be delivered, to CMI MODS the following: (i) a certificate executed by the President and Secretary of the Company Bioaccelerate to the effect that all representations and warranties made by the Company Bioaccelerate under this Agreement are true and correct as of the Closing and as of the Effective Time of the MergerClosing, the same as though originally given to CMI or Merger Sub MODS on said date and that the Company has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; date; (ii) a certificate from the state jurisdiction of the Company's incorporation of Bioaccelerate dated within five business days of at or about the Closing to the effect that the Company Bioaccelerate is in good standing under the laws of said statejurisdiction; (iii) Investment Letters in the form attached hereto as Exhibit "C" executed by each Bioaccelerate Stockholder; (iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement and the other Transaction Documents; (iv) executed copy of the Certificate of Merger for filing in DelawareAgreement; (v) certified copies of resolutions adopted by the Company Stockholders and the shareholders and/or directors of the Company approving the Merger Agreement and other Transaction Documents and Bioaccelerate authorizing the Merger; (vi) the opinion of the Company's counsel as described in Section 9(i) abovethis transaction; and (viivi) all other items, the delivery of which is a condition precedent to the obligations of CMI and Merger Sub, MODS as set forth herein. (b) MODS will deliver or cause to be delivered to Bioaccelerate: (i) stock certificates representing the MODS Shares to be issued as a part of the stock exchange as described herein; (ii) a certificate of the President of MODS, to the effect that all representations and warranties of MODS made under this Agreement are true and correct as of the Closing, the same as though originally given to Bioaccelerate on said date; (iii) certified copies of resolutions adopted by MODS's board of directors and MODS's Stockholders authorizing the Acquisition and all related matters described herein; (iv) certificate from the jurisdiction of incorporation of MODS dated at or about the Closing Date that MODS is in good standing under the laws of said state; (v) opinion of MODS's counsel as described in Section 11(k) above; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii) resignation of the existing officer and director of MODS; (viii) all corporate and financial records of MODS; and (ix) all other items, the delivery of which is a condition precedent to the obligations of Bioaccelerate , as set forth in Section 12 hereof.

Documents at Closing. At the Closing, the following documents will shall be delivered: (a) The Company Green Stockholder will deliver, or will cause to be delivered, to CMI PFC the following: (i) a certificate executed by the President of the Company Green to the effect that to the best of his knowledge and belief all representations and warranties made by regarding Green and the Company Green Subsidiaries under this Agreement are true and correct as of the Closing and as of the Effective Time of the MergerClosing, the same as though originally given to CMI or Merger Sub PFC on said date and that the Company has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; date; (ii) a certificate from the state jurisdiction of the Company's incorporation of Green dated within five business days of at or about the Closing to the effect that the Company Green is in good standing under the laws of said statejurisdiction; (iii) Investment Letter in the form attached hereto as Exhibit "D" executed by the Green Stockholder; (iv) corporate resolutions of Green authorizing the transactions described in this Agreement; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement and the other Transaction Documents; (iv) executed copy of the Certificate of Merger for filing in Delaware; (v) certified copies of resolutions adopted by the Company Stockholders and the directors of the Company approving the Merger Agreement and other Transaction Documents and authorizing the MergerAgreement; (vi) the opinion of the Company's counsel as described in Section 9(i) above; and (vii) all other items, the delivery of which is a condition precedent to the obligations of CMI and Merger SubPFC, as set forth herein; and (b) PFC will deliver or cause to be delivered to the Green Stockholder: (i) stock certificates representing those securities of PFC to be issued as a part of the exchange as described in Sections 2 and 6 hereof; (ii) a certificate of the President/Secretary of PFC, to the effect that all representations and warranties of PFC made under this Agreement are true and correct as of the Closing, the same as though originally given to the Green Stockholder on said date; (iii) certified copies of resolutions adopted by PFC's board of directors and PFC's stockholders authorizing the transactions described herein and all related matters; (iv) certificates from the jurisdiction of incorporation of PFC dated at or about the Closing Date that said corporation is in good standing under the laws of said jurisdiction; (v) opinion of PFC's counsel as described in Section 12.(j) above; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii) resignation of all of the officers and directors of PFC; and (viii) all other items, the delivery of which is a condition precedent to the obligations of the Green Stockholder, as set forth in Section 12 hereof.

Documents at Closing. At the Closing, the following documents will shall be delivered: (a) The Company CCT will deliver, or will cause to be delivered, to CMI KAIR the following: (i) a A certificate executed by the President and Secretary of the Company CCT to the effect that all representations and warranties made by the Company CCT under this Agreement are true and correct as of the Closing and as of the Effective Time of the MergerClosing, the same as though originally given to CMI or Merger Sub KAIR on said date and that the Company has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; date. (ii) a A certificate from the state of the Company's incorporation California dated within five business days of at or about the Closing to the effect that the Company CCT is in good standing under the laws of said state;jurisdiction. (iii) such Such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement and the other Transaction Documents;Agreement. (iv) executed copy of the Certificate of Merger for filing in Delaware; (v) certified Certified copies of resolutions adopted by the Company Stockholders and the directors of the Company approving the Merger Agreement and other Transaction Documents and CCT authorizing the Merger;this transaction. (viv) the opinion of the Company's counsel as described in Section 9(i) above; and (vii) all All other items, the delivery of which is a condition precedent to the obligations of CMI and Merger Sub, KAIR as set forth herein. (vi) The legal opinion required by Section 12(c) hereof. (b) KAIR will deliver or cause to be delivered to CCT: (i) Stock certificates representing the KAIR Shares to be issued as a part of the stock exchange as described herein. (ii) Certified copies of resolutions adopted by KAIR's board of directors authorizing the Acquisition and all related matters described herein; (iii) Certificate from the jurisdiction of incorporation of KAIR dated at or about the Closing Date that KAIR is in good standing under the laws of said state. (iv) Such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement. (v) All other items, the delivery of which is a condition precedent to the obligations of CCT, as set forth in Section 12 hereof.

Documents at Closing. At the Closing, the following documents will be delivered: (a) The Company HECI will deliver, or will cause to be delivered, to CMI Green Mt. the following: (i) a certificate executed by the President of the Company HECI to the effect that all representations and warranties made by the Company HECI under this Agreement are true and correct as of the Closing and as of the Effective Time of the Merger, the same as though originally given to CMI Green Mt. or Merger Sub on said date and that the Company HECI has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; ; (ii) a certificate from the state of the CompanyHECI's incorporation dated within five business days of the Closing to the effect that the Company HECI is in good standing under the laws of said state; (iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement and the other Transaction Documents; (iv) executed copy of the Certificate of Merger for filing in DelawareIowa; (v) certified copies of resolutions adopted by the Company HECI Stockholders and the directors of the Company HECI approving the Merger Agreement and other Transaction Documents and authorizing the Merger; (vi) the opinion of the CompanyHECI's counsel as described in Section 9(i) above; and (vii) all other items, the delivery of which is a condition precedent to the obligations of CMI Green Mt. and Merger Sub, as set forth herein. (b) Green Mt. and Merger Sub will deliver or cause to be delivered to HECI: (i) stock certificates representing those securities of Green Mt. to be issued as a part of the Merger as described in Section 2 hereof; (ii) a certificate of the President of Green Mt. and Merger Sub, respectively, to the effect that all representations and warranties of Green Mt. and Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to HECI on said date; and that each of Green Mt. and Merger Sub has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; (iii) certified copies of resolutions adopted by Green Mt.'s and Merger Sub's Board of Directors and Merger Sub's sole stockholder approving the Merger Agreement and authorizing the Merger and all related matters; and certified copies of resolutions adopted by the stockholders of Green Mt. approving the matters described in Section 7(e) above. (iv) certificates from the jurisdiction of incorporation of Green Mt. and Merger Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (v) executed copy of the Certificate of Merger for filing in Nevada; (vi) opinion of Green Mt.'s counsel as described in Section 8(m) above; (vii) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (viii) written resignation of all of the officers and directors of Green Mt. and Merger Sub; and (ix) all other items, the delivery of which is a condition precedent to the obligations of HECI, as set forth in Section 8 hereof.

Documents at Closing. At the Closing, the following documents will shall be delivereddelivered or actions taken: (a) The Company ▇▇▇▇ Mining will deliver, or will cause to be delivered, to CMI Standard Gold the following: : (i) a certificate executed by the President of the Company to the effect that all representations and warranties made by the Company under this Agreement are true and correct as of the Closing and as of the Effective Time of the Merger, the same as though originally given to CMI or Merger Sub on said date and that the Company has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; (ii) a certificate from the state State of the Company's incorporation Nevada dated within five ten business days of the Closing to the effect that the Company ▇▇▇▇ Mining is in good standing under the laws of said state; the State of Nevada; (ii) fully executed copies of any Contract Assignments; (iii) documentation showing the assignment of any Required Permits to Standard Gold; (iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement and the other Transaction Documents; (iv) executed copy of the Certificate of Merger for filing in Delaware; Agreement; (v) certified copies of resolutions adopted by the Company Stockholders and the directors all of the Company approving the Merger Agreement and other Transaction Documents and equity holders of ▇▇▇▇ Mining authorizing the Merger; Exchange; and (vi) the opinion of the Company's counsel as described in Section 9(i) above; and (vii) all other items, the delivery of which is a condition precedent to the obligations of CMI and Merger SubStandard Gold, as set forth herein. (b) Standard Gold will deliver or cause to be delivered to ▇▇▇▇ Mining: (i) a certificate of a duly authorized officer of Standard Gold, respectively, to the effect that all representations and warranties of Standard Gold made under this Agreement are true and correct as of the Closing, the same as though originally given to ▇▇▇▇ Mining and the ▇▇▇▇ Mining Members on said date; (ii) certified copies of resolutions adopted by the Board authorizing the Exchange and all related matters; (iii) certificates from the jurisdiction of incorporation of Standard Gold dated within ten business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (iv) a fully executed copy of the Wits Exchange Agreement; and (v) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement.

Documents at Closing. At the Closing, the following documents will shall be delivered: (a) The Company Seller will deliver, or will cause to be delivered, to CMI CAHR the following: (i) a A certificate executed by or electronic report from the President jurisdiction of incorporation of MSO, as applicable, dated at or about the Company closing to the effect that all representations and warranties made by the Company under this Agreement are true and correct as of the Closing and as of the Effective Time of the Merger, the same as though originally given to CMI or Merger Sub on said date and that the Company has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; (ii) a certificate from the state of the Company's incorporation dated within five business days of the Closing to the effect that the Company MSO is in good standing under the laws of said statejurisdiction; (ii) As applicable, corporate resolutions of the MSO's Board of Directors authorizing the transactions described in this Agreement. (iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement and the other Transaction Documents;Agreement (iv) executed copy of the Certificate of Merger for filing in Delaware; (v) certified copies of resolutions adopted by the Company Stockholders and the directors of the Company approving the Merger Agreement and other Transaction Documents and authorizing the Merger; (vi) the opinion of the Company's counsel as described in Section 9(i) above; and (vii) all other items, the delivery of which is a condition precedent to the obligations of CMI and Merger SubCAHR, as set forth herein; (b) CAHR will deliver or cause to be delivered to the Momentum Stockholders; (i) stock certificates representing those securities of CAHR to be issued as a part of the exchange as described in this Agreement; (ii) a certificate of the President and Secretary of CAHR, to the effect that, to the best of their knowledge and belief, all representations and warranties of CAHR made under this Agreement are true and correct as of the Closing. the same as though originally given to the Momentum Stockholders on said date; (iii) certified copies of resolutions adopted by CAHR Board of Directors authorizing the transactions described herein and all related matters and such consents of CAHR stockholders as are required to consummate the transactions described herein; (iv) opinion of CAHR counsel that in their opinion there are no outstanding or impending lawsuits or actions in law that would adversely impact this Agreement or the execution thereof (v) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement (vi) all other items, the delivery of which is a condition precedent to the obligations of the Seller.

Documents at Closing. At the Closing, the following documents will shall be delivered: (a) The Company will SpaceLogic shall deliver, or will shall cause to be delivered, to CMI MBYI the following: (i) a certificate executed by the President and Secretary of the Company SpaceLogic to the effect that all representations and warranties made by the Company SpaceLogic under this Agreement are true and correct as of the Closing and as of the Effective Time of the MergerClosing, the same as though originally given to CMI or Merger Sub MBYI on said date and that the Company has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; (ii) a certificate from the state of the Company's incorporation dated within five business days of the Closing to the effect that the Company is in good standing under the laws of said statedate; (iiiii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement and the other Transaction DocumentsAgreement; (iv) executed copy of the Certificate of Merger for filing in Delaware; (viii) certified copies of resolutions adopted by the Company Stockholders and the directors of the Company approving the Merger Agreement and other Transaction Documents and SpaceLogic authorizing the Mergerthis transaction; (viiv) SpaceLogic's certified audit for the opinion of the Company's counsel as described in Section 9(i) aboveperiod ended December 31, 2004; and (viiv) all other items, the delivery of which is a condition precedent to the obligations of CMI and Merger Sub, MBYI as set forth herein. (b) MBYI will deliver or cause to be delivered to SpaceLogic: (i) stock certificates representing the shares of MBYI Common Stock to be issued to the Stockholders as the Purchase Price; (ii) a certificate of the President of MBYI, to the effect that all representations and warranties of MBYI made under this Agreement are true and correct as of the Closing, the same as though originally given to SpaceLogic on said date; (iii) certified copies of resolutions adopted by MBYI's board of directors authorizing the transaction contemplated hereunder and all related matters described herein; (iv) certificate from the jurisdiction of incorporation of MBYI dated at or about the Closing Date that MBYI is in good standing under the laws of said state; (v) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; and (vi) resignations of the officers and directors of MBYI.