Common use of Documents at Closing Clause in Contracts

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Compass will deliver, or will cause to be delivered, to WII the following: (i) a certificate executed by the President and Secretary of Compass to the effect that all representations and warranties made by Compass under this Agreement are true and correct as of the Closing, the same as though originally given to WII or WII Sub on said date; (ii) a certificate from the state of Compass's incorporation dated at or about the Closing to the effect that Compass is in good standing under the laws of said state; (iii) Investment Letters in the form attached hereto as Exhibit "D" executed by each 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 Compass authorizing the Merger; and (vi) all other items, the delivery of which is a condition precedent to the obligations of WII and WII Sub, as set forth herein. (vii) the legal opinion required by Section 8(d) hereof. (b) WII and WII Sub will deliver or cause to be delivered to Compass: (i) stock certificates representing those securities of WII to be issued as a part of the Merger as described in Section 2 hereof;

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Compass OCC will deliver, or will cause to be delivered, to WII ACO the following: (i) a certificate executed by the President and Secretary of Compass OCC to the effect that all representations and warranties made by Compass OCC under this Agreement are true and correct as of the Closing, the same as though originally given to WII or WII Sub ACO on said date; (ii) a certificate from the state jurisdiction of Compass's incorporation of OCC dated at or about the Closing to the effect that Compass OCC is in good standing under the laws of said statejurisdiction; (iii) Investment Letters in the form attached hereto as Exhibit "DC" executed by each Compass Common Shareholder, some of which may be delivered after ClosingOCC 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 Compass OCC authorizing the Mergerthis transaction; and (vi) all other items, the delivery of which is a condition precedent to the obligations of WII and WII Sub, ACO as set forth herein. (vii) the legal opinion required by Section 8(d12(d) hereof. (b) WII and WII Sub ACO will deliver or cause to be delivered to CompassOCC: (i) stock certificates representing those securities of WII the ACO Shares to be issued as a part of the Merger stock exchange as described in Section 2 hereofherein;

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Compass Superior will deliver, or will cause to be delivered, to WII Pacific the following: (i) a certificate executed by the President and Secretary or Manager of Compass Superior to the effect that all representations and warranties made by Compass the Superior under this Agreement are true and correct as of the Closing, the same as though originally given to WII or WII Sub Pacific on said date; (ii) a certificate from the state State of Compass's incorporation Florida dated at or about within five business days of the Closing to the effect that Compass the Superior is in good standing under the laws of said stateFlorida; (iii) Investment Letters in the form attached hereto as Exhibit "D" executed by each 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; (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 Compass the Superior authorizing the MergerTransaction; and (vi) all other items, the delivery of which is a condition precedent to the obligations of WII and WII SubPacific, as set forth herein. (vii) the legal opinion required by Section 8(d) hereof. (b) WII and WII Sub Pacific will deliver or cause to be delivered to CompassSuperior: (i) stock certificates representing those securities of WII Superior to be issued as a part of in the Merger Exchange as described in Section 2 7 hereof; (ii) a certificate of the President of Pacific, respectively, to the effect that all representations and warranties of Pacific made under this Agreement are true and correct as of the Closing, the same as though originally given to the Superior on said date; (iii) certified copies of resolutions adopted by the Board of Directors of Pacific authorizing the Transaction and all related matters; (iv) certificates from the State of Delaware dated within five business days of the Closing Date that Pacific is in good standing under the laws of said state; (vi) 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 shall will be delivered: (a) Compass The Company will deliver, or will cause to be delivered, to WII CMI the following: (i) a certificate executed by the President and Secretary of Compass the Company to the effect that all representations and warranties made by Compass the Company under this Agreement are true and correct as of the ClosingClosing and as of the Effective Time of the Merger, the same as though originally given to WII CMI or WII Merger Sub on said date; 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 Compassthe Company's incorporation dated at or about within five business days of the Closing to the effect that Compass the Company is in good standing under the laws of said state; (iii) Investment Letters in the form attached hereto as Exhibit "D" executed by each 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 AgreementAgreement and the other Transaction Documents; (iv) executed copy of the Certificate of Merger for filing in Delaware; (v) executed copies of the Plan and Articles of Merger for filing; and certified copies of resolutions adopted by the shareholders Company Stockholders and the directors of Compass 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 (vivii) all other items, the delivery of which is a condition precedent to the obligations of WII CMI and WII Merger Sub, as set forth herein. (vii) the legal opinion required by Section 8(d) hereof. (b) WII and WII Sub will deliver or cause to be delivered to Compass: (i) stock certificates representing those securities of WII to be issued as a part of the Merger as described in Section 2 hereof;

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Compass Earth Care will deliver, or will cause to be delivered, to WII ESB the following: (i) a certificate executed by the President and Secretary of Compass Earth Care to the effect that all representations and warranties made by Compass Earth Care under this Agreement are true and correct as of the Closing, the same as though originally given to WII ESB or WII Sub ERI 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 Compass Earth Care is in good standing under the laws of said state; (iii) Investment Letters in the form attached hereto as Exhibit "DF" executed by each Compass Common historical Earth Care 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 Compass Earth Care authorizing the Mergerthis transaction; and (vi) all other items, the delivery of which is a condition precedent to the obligations of WII ESB and WII SubERI, as set forth herein. (vii) the legal opinion required by Section 8(d9(e) hereof. (b) WII ESB and WII Sub ERI will deliver or cause to be delivered to CompassEarth Care: (i) stock certificates and warrants representing those securities of WII ESB to be issued as a part of the Merger 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 transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Compass SRG will deliver, or will cause to be delivered, to WII SURNA the following: (i) a certificate executed by the President and or Secretary of Compass SRG to the effect that all representations and warranties made by Compass SRG under this Agreement are true and correct as of the Closing, the same as though originally given to WII or WII Sub SURNA on said dateDate; (ii) a certificate from the state State of Compass's incorporation Nevada dated at or about the Closing to the effect that Compass 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 "D" executed by each Compass Common Shareholder, some of which may be delivered after Closing;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 adopted by the shareholders and directors of Compass authorizing the Merger; and (vi) all other items, the delivery of which is a condition precedent to the obligations of WII and WII SubSRG, as set forth herein. (vii) the legal opinion required by in Section 8(d) hereof4. (b) WII and WII Sub SURNA will deliver or cause to be delivered to CompassSRG and the SRG Security Holders: (i) stock certificates representing those securities a certificate from SURNA executed by the President or Secretary of WII SURNA, to be issued the effect that all representations and warranties of SURNA made under this Agreement are true and correct as a part of the Merger Closing, the same as described though originally given to SRG on said Date; (ii) certified copies of resolutions by SURNA Board of Directors and shareholders authorizing this transaction; (iii) certificates from the Nevada Secretary of State dated at or about the Closing Date that SURNA are in good standing under the laws of said State; (iv) the legal opinion required in Section 2 4; and (v) all other items, the delivery of which is a condition precedent to the obligations of SURNA, as set forth in Section 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) Compass RRAI will deliver, or will cause to be delivered, to WII VMTI the following: (i) a certificate executed by the President and Secretary of Compass RRAI to the effect that all representations and warranties made by Compass RRAI under this Agreement are true and correct as of the Closing, the same as though originally given to WII or WII Sub VMTI on said date; (ii) a certificate from the state State of Compass's incorporation Illinois dated at or about the Closing to the effect that Compass RRAI is in good standing under the laws of said stateState; (iii) Investment Letters or investment representations in the form attached hereto as Exhibit "D" executed by each Compass Common RRAI Shareholder, some of which may be delivered after Closing; (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, including but not limited to certified copies of resolutions of RRAI's Board of Directors authorizing this transaction and an opinion of counsel of RRAI as described herein; (b) VMTI will deliver or cause to be delivered to RRAI and the RRAI Shareholders: (i) stock certificates representing those shares of VMTI Shares to be issued as a part of the Exchange as described in Section 1 hereof; (ii) a certificate from VMTI executed by the President or Secretary of VMTI, to the effect that all representations and warranties of VMTI made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI on said date; (iii) certified copies of resolutions by VMTI's Board of Directors authorizing this transaction; (iv) certificates from the Illinois Secretary of State dated at or about the Closing Date that VMTI is in good standing under the laws of said State; (v) executed copies opinion of VMTI's counsel as described in Section 4.1 (h) above; (vi) such other instruments and documents as are required to be delivered pursuant to the Plan and Articles provisions of Merger for filing; and certified copies this Agreement; (vii) resignations of resolutions adopted by the shareholders existing officers and directors of Compass authorizing VMTI, as set forth in the Merger; andAgreement; (viviii) all other items, the delivery of which is a condition precedent to the obligations of WII and WII SubVMTI, as set forth herein. (vii) the legal opinion required by in Section 8(d) 4 hereof. (b) WII and WII Sub will deliver or cause to be delivered to Compass: (i) stock certificates representing those securities of WII to be issued as a part of the Merger as described in Section 2 hereof;

Documents at Closing. At the Closing, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Compass CEI will deliver, or will cause to be delivered, to WII CHRON the following: (i) a certificate executed by the President and or Secretary of Compass CEI to the effect that all representations and warranties made by Compass CEI under this Agreement are true and correct as of the Closing, the same as though originally given to WII or WII Sub CHRON on said dateDate; (ii) a certificate from the state State of Compass's incorporation Nevada dated at or about the Closing to the effect that Compass 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 "D" executed by each Compass Common Shareholder, some of which may be delivered after Closing;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 adopted by the shareholders and directors of Compass authorizing the Merger; and (vi) all other items, the delivery of which is a condition precedent to the obligations of WII and WII SubCEI, as set forth herein. (vii) the legal opinion required by in Section 8(d) hereof4. (b) WII and WII Sub CHRON will deliver or cause to be delivered to CompassCEI and the CEI Security Holders: (i) stock certificates representing those securities a certificate from CHRON executed by the President or Secretary of WII CHRON, to be issued the effect that all representations and warranties of CHRON made under this Agreement are true and correct as a part of the Merger Closing, the same as described though originally given to CEI on said Date; (ii) certified copies of resolutions by CHRON Board of Directors and shareholders authorizing this transaction; (iii) certificates from the Nevada Secretary of State dated at or about the Closing Date that CHRON are in good standing under the laws of said State; (iv) the legal opinion required in Section 2 4; and (v) all other items, the delivery of which is a condition precedent to the obligations of CHRON, as set forth in Section 4 hereof;.