Common use of Documents at Closing Clause in Contracts

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Earth Care will deliver, or will cause to be delivered, to ESB the following: (i) a certificate executed by the President and Secretary of Earth Care to the effect that all representations and warranties made by Earth Care under this Agreement are true and correct as of the Closing, the same as though originally given to ESB or ERI on said date; (ii) a certificate from the state of incorporation of Earth Care dated at or about the Closing to the effect that Earth Care is in good standing under the laws of said state; (iii) Investment Letters in the form attached hereto as Exhibit "F" executed by each historical Earth Care Shareholder; (iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (v) executed copies of the Plan and Articles of Merger for filing; and certified copies of resolutions by the shareholders and directors of Earth Care authorizing this transaction; and (vi) all other items, the delivery of which is a condition precedent to the obligations of ESB and ERI, as set forth herein. (vii) the legal opinion required by Section 9(e) hereof. (b) ESB and ERI will deliver or cause to be delivered to Earth Care: (i) stock certificates and warrants representing those securities of ESB to be issued as a part of the exchange as described in Section 2 hereof; (ii) a certificate of the President/Secretary of ESB and ERI, respectively, to the effect that all representations and warranties of ESB and ERI made under this Agreement are true and correct as of the Closing, the same as though originally given to Earth Care on said date; (iii) certified copies of resolutions adopted by ESB's and ERI's Board of Directors and ESB's and ERI's Stockholders authorizing the Merger and all related matters; (iv) certificates from the jurisdiction of incorporation of ESB and ERI dated at or about the Closing Date that each of said companies are in good standing under the laws of said state; (v) opinion of ESB's counsel as described in Section 9(n) 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 ESB and ERI; and (viii) all other items, the delivery of which is a condition precedent to the obligations of Earth Care, as set forth in Section 8 hereof.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Earth Care Superior will deliver, or will cause to be delivered, to ESB Pacific the following: (i) a certificate executed by the President and Secretary or Manager of Earth Care Superior to the effect that all representations and warranties made by Earth Care the Superior under this Agreement are true and correct as of the Closing, the same as though originally given to ESB or ERI Pacific on said date; (ii) a certificate from the state State of incorporation Florida dated within five business days of Earth Care dated at or about the Closing to the effect that Earth Care the Superior is in good standing under the laws of said stateFlorida; (iii) Investment Letters in the form attached hereto as Exhibit "F" executed by each historical Earth Care Shareholder; (iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (iv) a general Release signed by each of the Superior Members; (v) executed copies of the Plan and Articles of Merger for filing; and certified copies of resolutions adopted by the shareholders and directors Manager of Earth Care the Superior authorizing this transactionthe Transaction; and (vi) all other items, the delivery of which is a condition precedent to the obligations of ESB and ERIPacific, as set forth herein. (vii) the legal opinion required by Section 9(e) hereof. (b) ESB and ERI Pacific will deliver or cause to be delivered to Earth CareSuperior: (i) stock certificates and warrants representing those securities of ESB Superior to be issued as a part of in the exchange Exchange as described in Section 2 7 hereof; (ii) a certificate of the President/Secretary President of ESB and ERIPacific, respectively, to the effect that all representations and warranties of ESB and ERI Pacific made under this Agreement are true and correct as of the Closing, the same as though originally given to Earth Care the Superior on said date; (iii) certified copies of resolutions adopted by ESB's and ERI's the Board of Directors and ESB's and ERI's Stockholders of Pacific authorizing the Merger Transaction and all related matters; (iv) certificates from the jurisdiction State of incorporation Delaware dated within five business days of ESB and ERI dated at or about the Closing Date that each of said companies are Pacific is in good standing under the laws of said state; (v) opinion of ESB's counsel as described in Section 9(n) 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 ESB and ERI; and (viii) all other items, the delivery of which is a condition precedent to the obligations of Earth Care, as set forth in Section 8 hereof.

Documents at Closing. At the Closing, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Earth Care RRAI will deliver, or will cause to be delivered, to ESB VMTI the following: (i) a certificate executed by the President and Secretary of Earth Care RRAI to the effect that all representations and warranties made by Earth Care RRAI under this Agreement are true and correct as of the Closing, the same as though originally given to ESB or ERI VMTI on said date; (ii) a certificate from the state State of incorporation of Earth Care Illinois dated at or about the Closing to the effect that Earth Care RRAI is in good standing under the laws of said stateState; (iii) Investment Letters or investment representations in the form attached hereto as Exhibit "F" executed by each historical Earth Care RRAI Shareholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (v) executed copies of the Plan and Articles of Merger for filing; and , including but not limited to certified copies of resolutions by the shareholders and directors of Earth Care RRAI's Board of Directors authorizing this transaction; and (vi) all other items, the delivery transaction and an opinion of which is a condition precedent to the obligations counsel of ESB and ERI, RRAI as set forth described herein. (vii) the legal opinion required by Section 9(e) hereof.; (b) ESB and ERI VMTI will deliver or cause to be delivered to Earth CareRRAI and the RRAI Shareholders: (i) stock certificates and warrants representing those securities shares of ESB VMTI Shares to be issued as a part of the exchange Exchange as described in Section 2 1 hereof; (ii) a certificate of from VMTI executed by the President/President or Secretary of ESB and ERI, respectivelyVMTI, to the effect that all representations and warranties of ESB and ERI VMTI made under this Agreement are true and correct as of the Closing, the same as though originally given to Earth Care RRAI on said date; (iii) certified copies of resolutions adopted by ESB's and ERIVMTI's Board of Directors and ESB's and ERI's Stockholders authorizing the Merger and all related mattersthis transaction; (iv) certificates from the jurisdiction Illinois Secretary of incorporation of ESB and ERI State dated at or about the Closing Date that each of said companies are VMTI is in good standing under the laws of said stateState; (v) opinion of ESBVMTI's counsel as described in Section 9(n4.1 (h) above; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii) resignation resignations of all of the existing officers and directors of ESB and ERI; andVMTI, as set forth in the Agreement; (viii) all other items, the delivery of which is a condition precedent to the obligations of Earth CareVMTI, as set forth in Section 8 4 hereof.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Earth Care MCY will deliver, or will cause to be delivered, to ESB HBI the following: (i) a certificate executed by the President and Secretary of Earth Care MCY to the effect that all representations and warranties made by Earth Care MCY under this Agreement are true and correct as of the Closing, the same as though originally given to ESB HBI or ERI HBI Sub on said date; (ii) a certificate from the state of MCY's incorporation of Earth Care dated at or about the Closing to the effect that Earth Care MCY is in good standing under the laws of said state; (iii) Investment Letters in the form attached hereto as Exhibit "FD" executed by each historical Earth Care MCY Shareholder, some of which may be delivered after Closing; (iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (v) executed copies of the Plan and Articles Certificate of Merger for filing; and certified copies of resolutions adopted by the shareholders and directors of Earth Care MCY authorizing this transactionthe Merger; and (vi) all other items, the delivery of which is a condition precedent to the obligations of ESB HBI and ERIHBI Sub, as set forth herein. (vii) the legal opinion required by Section 9(e8(d) hereof. (b) ESB HBI and ERI HBI Sub will deliver or cause to be delivered to Earth CareMCY: (i) stock certificates and warrants representing those securities of ESB HBI to be issued as a part of the exchange Merger as described in Section 2 hereof; (ii) a certificate of the President/Secretary of ESB and ERI, respectively, to the effect that all representations and warranties of ESB and ERI made under this Agreement are true and correct as of the Closing, the same as though originally given to Earth Care on said date; (iii) certified copies of resolutions adopted by ESB's and ERI's Board of Directors and ESB's and ERI's Stockholders authorizing the Merger and all related matters; (iv) certificates from the jurisdiction of incorporation of ESB and ERI dated at or about the Closing Date that each of said companies are in good standing under the laws of said state; (v) opinion of ESB's counsel as described in Section 9(n) 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 ESB and ERI; and (viii) all other items, the delivery of which is a condition precedent to the obligations of Earth Care, as set forth in Section 8 hereof.

Documents at Closing. At the Closing, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Earth Care CEI will deliver, or will cause to be delivered, to ESB CHRON the following: (i) a certificate executed by the President and or Secretary of Earth Care CEI to the effect that all representations and warranties made by Earth Care CEI under this Agreement are true and correct as of the Closing, the same as though originally given to ESB or ERI CHRON on said dateDate; (ii) a certificate from the state State of incorporation of Earth Care Nevada dated at or about the Closing to the effect that Earth Care CEI is in good standing validly existing under the laws of said stateState; (iii) Investment Letters in Common stock certificates representing those shares of CEI to be exchanged for the form attached hereto as Exhibit "F" executed by each historical Earth Care Shareholder;Merger Shares. (iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (v) executed copies of the Plan and Articles of Merger for filing; and certified copies of resolutions by the shareholders and directors of Earth Care authorizing this transaction; and (vi) all other items, the delivery of which is a condition precedent to the obligations of ESB and ERICEI, as set forth herein. (vii) the legal opinion required by in Section 9(e) hereof4. (b) ESB and ERI CHRON will deliver or cause to be delivered to Earth CareCEI and the CEI Security Holders: (i) stock certificates and warrants representing those securities of ESB to be issued as a part of the exchange as described in Section 2 hereof; (ii) a certificate of from CHRON executed by the President/President or Secretary of ESB and ERI, respectivelyCHRON, to the effect that all representations and warranties of ESB and ERI CHRON made under this Agreement are true and correct as of the Closing, the same as though originally given to Earth Care CEI on said dateDate; (ii) certified copies of resolutions by CHRON Board of Directors and shareholders authorizing this transaction; (iii) certified copies of resolutions adopted by ESB's and ERI's Board of Directors and ESB's and ERI's Stockholders authorizing the Merger and all related matters; (iv) certificates from the jurisdiction Nevada Secretary of incorporation of ESB and ERI State dated at or about the Closing Date that each of said companies CHRON are in good standing under the laws of said stateState; (viv) the legal opinion of ESB's counsel as described required in Section 9(n) 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 ESB and ERI4; and (viiiv) all other items, the delivery of which is a condition precedent to the obligations of Earth CareCHRON, as set forth in Section 8 4 hereof.

Documents at Closing. At the Closing, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Earth Care SRG will deliver, or will cause to be delivered, to ESB SURNA the following: (i) a certificate executed by the President and or Secretary of Earth Care SRG to the effect that all representations and warranties made by Earth Care SRG under this Agreement are true and correct as of the Closing, the same as though originally given to ESB or ERI SURNA on said dateDate; (ii) a certificate from the state State of incorporation of Earth Care Nevada dated at or about the Closing to the effect that Earth Care SRG is in good standing validly existing under the laws of said stateState; (iii) Investment Letters in Common stock certificates representing those shares of SRG to be exchanged for the form attached hereto as Exhibit "F" executed by each historical Earth Care Shareholder;Merger Shares. (iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (v) executed copies of the Plan and Articles of Merger for filing; and certified copies of resolutions by the shareholders and directors of Earth Care authorizing this transaction; and (vi) all other items, the delivery of which is a condition precedent to the obligations of ESB and ERISRG, as set forth herein. (vii) the legal opinion required by in Section 9(e) hereof4. (b) ESB and ERI SURNA will deliver or cause to be delivered to Earth CareSRG and the SRG Security Holders: (i) stock certificates and warrants representing those securities of ESB to be issued as a part of the exchange as described in Section 2 hereof; (ii) a certificate of from SURNA executed by the President/President or Secretary of ESB and ERI, respectivelySURNA, to the effect that all representations and warranties of ESB and ERI SURNA made under this Agreement are true and correct as of the Closing, the same as though originally given to Earth Care SRG on said dateDate; (ii) certified copies of resolutions by SURNA Board of Directors and shareholders authorizing this transaction; (iii) certified copies of resolutions adopted by ESB's and ERI's Board of Directors and ESB's and ERI's Stockholders authorizing the Merger and all related matters; (iv) certificates from the jurisdiction Nevada Secretary of incorporation of ESB and ERI State dated at or about the Closing Date that each of said companies SURNA are in good standing under the laws of said stateState; (viv) the legal opinion of ESB's counsel as described required in Section 9(n) 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 ESB and ERI4; and (viiiv) all other items, the delivery of which is a condition precedent to the obligations of Earth CareSURNA, as set forth in Section 8 4 hereof.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Earth Care Compass will deliver, or will cause to be delivered, to ESB WII the following: (i) a certificate executed by the President and Secretary of Earth Care Compass to the effect that all representations and warranties made by Earth Care Compass under this Agreement are true and correct as of the Closing, the same as though originally given to ESB WII or ERI WII Sub on said date; (ii) a certificate from the state of Compass's incorporation of Earth Care dated at or about the Closing to the effect that Earth Care Compass is in good standing under the laws of said state; (iii) Investment Letters in the form attached hereto as Exhibit "FD" executed by each historical Earth Care Compass Common Shareholder, some of which may be delivered after Closing; (iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (v) executed copies of the Plan and Articles of Merger for filing; and certified copies of resolutions adopted by the shareholders and directors of Earth Care Compass authorizing this transactionthe Merger; and (vi) all other items, the delivery of which is a condition precedent to the obligations of ESB WII and ERIWII Sub, as set forth herein. (vii) the legal opinion required by Section 9(e8(d) hereof. (b) ESB WII and ERI WII Sub will deliver or cause to be delivered to Earth CareCompass: (i) stock certificates and warrants representing those securities of ESB WII to be issued as a part of the exchange Merger as described in Section 2 hereof; (ii) a certificate of the President/Secretary of ESB and ERI, respectively, to the effect that all representations and warranties of ESB and ERI made under this Agreement are true and correct as of the Closing, the same as though originally given to Earth Care on said date; (iii) certified copies of resolutions adopted by ESB's and ERI's Board of Directors and ESB's and ERI's Stockholders authorizing the Merger and all related matters; (iv) certificates from the jurisdiction of incorporation of ESB and ERI dated at or about the Closing Date that each of said companies are in good standing under the laws of said state; (v) opinion of ESB's counsel as described in Section 9(n) 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 ESB and ERI; and (viii) all other items, the delivery of which is a condition precedent to the obligations of Earth Care, as set forth in Section 8 hereof.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Earth Care OCC will deliver, or will cause to be delivered, to ESB ACO the following: (i) a certificate executed by the President and Secretary of Earth Care OCC to the effect that all representations and warranties made by Earth Care OCC under this Agreement are true and correct as of the Closing, the same as though originally given to ESB or ERI ACO on said date; (ii) a certificate from the state jurisdiction of incorporation of Earth Care OCC dated at or about the Closing to the effect that Earth Care OCC is in good standing under the laws of said statejurisdiction; (iii) Investment Letters in the form attached hereto as Exhibit "FC" executed by each historical Earth Care ShareholderOCC Stockholder; (iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (v) executed copies of the Plan and Articles of Merger for filing; and certified copies of resolutions adopted by the shareholders and directors of Earth Care OCC authorizing this transaction; and (vi) all other items, the delivery of which is a condition precedent to the obligations of ESB and ERI, ACO as set forth herein. (vii) the legal opinion required by Section 9(e12(d) hereof. (b) ESB and ERI ACO will deliver or cause to be delivered to Earth CareOCC: (i) stock certificates and warrants representing those securities of ESB the ACO Shares to be issued as a part of the stock exchange as described in Section 2 hereofherein; (ii) a certificate of the President/Secretary of ESB and ERI, respectively, to the effect that all representations and warranties of ESB and ERI made under this Agreement are true and correct as of the Closing, the same as though originally given to Earth Care on said date; (iii) certified copies of resolutions adopted by ESB's and ERI's Board of Directors and ESB's and ERI's Stockholders authorizing the Merger and all related matters; (iv) certificates from the jurisdiction of incorporation of ESB and ERI dated at or about the Closing Date that each of said companies are in good standing under the laws of said state; (v) opinion of ESB's counsel as described in Section 9(n) 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 ESB and ERI; and (viii) all other items, the delivery of which is a condition precedent to the obligations of Earth Care, as set forth in Section 8 hereof.