EXECUTION DOCUMENTS Clause Samples

EXECUTION DOCUMENTS. Prior to the execution of this Agreement and, before receiving any payments from the COMPANY, BMA has submitted to the COMPANY the following certifications and documents:

EXECUTION DOCUMENTS. Prior to the execution of this Agreement, and before receiving any payments from the AUTHORITY, the SECOND PARTY has submitted the following document: (a) Certificate a Commercial General Liability Insurance Policy, for the sum of ONE MILLION DOLLARS including the COMPANY as an additional insured; The SECOND PARTY has delivered to the COMPANY a sworn statement, in which the SECOND PARTY certifies and guaranties that: 1. During each of the five (5) taxable years prior to the year of execution of this Agreement (the "Five Year Period") it has complied with all tax obligations, commercial and corresponding Social Security in their country of residence, subject to all laws set out therein; 2. During each of the five (5) taxable years prior to the year of execution of this Agreement (the "Five Year Period"), the SECOND was not engaged in the conduct of a trade or business in Puerto Rico, and thus it did derive any income effectively connected with a trade or in Puerto Therefore, the SECOND was not required to file, and it did not file, any income tax returns in Puerto Rico during the Five Year Period and does not owe any income taxes to the Puerto Rico Department of' the Treasury; 3. The SECOND PARTY is not required to withhold any Puerto Rico sales and use tax. Therefore, the SECOND PARTY does not have to register as a withholding agent and obtain a from the Registry of Merchants of the Puerto Rico Department of the Treasury; 4. During the Five Year Period the SECOND PARTY did not have any personal property in Puerto Rico. Therefore, the SECOND PARTY was not required to file, and did not file, any personal property tax returns in Puerto Rico during the Five Year Period and does not owe the Puerto Rico Municipal Revenue Collection Center I its Spanish acronym) any taxes with regards to personal property;

EXECUTION DOCUMENTS. All documents or instruments of any kind related to or required to be executed, delivered or completed by the respective Parties at and as of the Closing of the PSMI and as outlined herein or in the PSMI (the “PSMI Transaction Documents”) have been executed and delivered by the respective Parties, as may be applicable, including the (i) PSMI (Exhibit A hereto); (ii) the “▇▇▇▇▇▇ Independent Contractor Agreement” (Exhibit B hereto); (iii) the “▇▇▇▇▇▇ Incentive Stock Option Agreement” and associated “Lock-Up Leak-Out Agreement” regarding the resale limitations on the underlying shares of common stock of KonaTel that can be acquired thereunder (Exhibit C hereto) (Exhibits A, B and C were deposited into escrow with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq. (the “Escrow Agent”) under an Escrow Agreement dated as of February 5, 2018, and as amended on April 30, 2018 (the “Escrow Agreement”); (iv) the “▇▇▇▇▇▇ Assignment of Membership Interest” (Exhibit D hereto) whereby ▇▇▇▇▇▇ has assigned to KonaTel 100% of the membership interest in IM Telecom; (v) the “IM Telecom Resolutions” approving the PSMI Transaction Documents, as applicable (Exhibit E hereto); (vi) the “▇▇▇▇▇▇ Resignation” resigning as a member of IM Telecom (Exhibit F hereto); and the “▇▇▇▇-AGVZ (as defined below) Debt Cancellation Agreement Pay-Off Letter” (Exhibit G hereto).