Common use of By SCN Clause in Contracts

By SCN. SCN shall deliver to MAOS at or prior to the Closing: (i) Stock Certificates representing the SCN Shares being issued to the MAOS Stockholders pursuant to Section 2(d)(v); (ii) The Delaware Certificate of Merger in substantially the form attached hereto as Exhibit 2(a)(1); (iii) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 7(b)(iii); (iv) A certificate, duly executed by an authorized officer of SCN, stating as of the Closing Date, all representations and warranties of SCN are true, all covenants and agreements contained in the Agreement to be performed by SCN have been performed or complied with and all conditions to Closing have been satisfied; (v) A fully executed Service Agreement in substantially the form attached hereto as Exhibit 7(a)(iv); and (vi) Such other instruments as may be reasonably requested by MAOS or the MAOS Stockholders in order to effect to or carry out the intent of this Agreement.

By SCN. SCN shall deliver to MAOS BJCL at or prior to the Closing: (i) Stock Certificates representing the SCN Shares being issued to the MAOS Stockholders BJCL Stockholder pursuant to Section 2(d)(v); (ii) The Delaware Certificate of Merger in substantially the form attached hereto as Exhibit 2(a)(1); (iii) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 7(b)(iii); (iv) A certificate, duly executed by an authorized officer the President of SCN, stating as of the Closing Date, all representations and warranties of SCN are true, all covenants and agreements contained in the Agreement to be performed by SCN have been performed or complied with and all conditions to Closing have been satisfied; (v) A fully executed Service Agreement in substantially the form attached hereto as Exhibit 7(a)(iv); and (vi) Such other instruments as may be reasonably requested by MAOS BJCL or the MAOS Stockholders BJCL Stockholder in order to effect to or carry out the intent of this Agreement.