Common use of Closing Deliveries and Conditions Clause in Contracts

Closing Deliveries and Conditions. (a) At the Closing, the Company shall be obligated to deliver or cause to be delivered to the Purchaser: (i) Instructions to the transfer agent of the Company to issue stock certificates in the name of the Purchaser evidencing 5,000,000.00 Shares of Common Stock being sold to the Purchaser; and (ii) And a duly executed signature page to this Agreement. (b) At the Closing, the Purchaser shall deliver or cause to be delivered to the Company the following: (i) $1,000,000.00 by wire transfer to the trust account of the Company’ legal counsel, ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, LLP; (ii) A duly executed signature page to this Agreement; and (iii) Purchaser shall have surrendered that certain $1,000,000.00 Secured Promissory Note dated May 25, 2010 to the Company. (c) At the Closing, the Company and Purchaser shall execute the Revolving Credit Agreement in the form attached hereto as Exhibit 2.2(c). (d) All representations and warranties of the other party contained herein shall be true and correct as of the Closing Date (except for representations and warranties that speak as of a specific date, which representations and warranties must be correct as of such date), all necessary consents and waivers of third parties shall have been obtained and each party shall have performed and complied in all material respects with the covenants and conditions required by this Agreement to be performed or complied with by the party at or prior to the Closing.

Closing Deliveries and Conditions. (a) At the Closing, the Company shall be obligated to deliver or cause to be delivered to the Purchaser: (i) A duly executed signature page to this Agreement; (ii) Instructions to the transfer agent of the Company to issue stock certificates in the name of the Purchaser evidencing 5,000,000.00 the Shares of Common Stock being sold to the Purchaser; and (iiiii) And a The duly executed signature page to this Agreement.Warrant in the form attached hereto as Exhibit A. (b) At the Closing, the Purchaser shall deliver or cause to be delivered to the Company the following: (i) $1,000,000.00 by wire transfer to the trust account of the Company’ legal counsel, ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, LLP; (ii) A duly executed signature page to this Agreement; and (iiiii) Purchaser shall have surrendered that certain $1,000,000.00 Secured Promissory Note dated May 25, 2010 to the Companyeach of twelve (12) original KFLP Notes marked “Cancelled and Paid in Full”. (c) At the Closing, the Company and Purchaser shall execute have consummated the Revolving Credit Agreement in the form attached hereto as Exhibit 2.2(c)Secured Debt Financing. (d) All representations and warranties of the other party contained herein shall be true and correct as of the Closing Date (except for representations and warranties that speak as of a specific date, which representations and warranties must be correct as of such date), all necessary consents and waivers of third parties shall have been obtained and each party shall have performed and complied in all material respects with the covenants and conditions required by this Agreement to be performed or complied with by the party at or prior to the Closing.

Closing Deliveries and Conditions. (a) At the Closing, the Company shall be obligated to deliver or cause to be delivered to the PurchaserPurchasers: (i) Instructions to the transfer agent of the Company to issue stock certificates in the name of the respective Purchaser evidencing 5,000,000.00 the Shares of Common Stock being sold to the respective Purchaser; and (ii) And a duly executed signature page to this Agreement. (b) At the Closing, the Purchaser Purchasers shall deliver or cause to be delivered to the Company the following: (i) $1,000,000.00 the Purchase Price by wire transfer to the trust account of the Company’ legal counsel, ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, LLP;; and (ii) A duly executed signature page to this Agreement; and (iii) Purchaser shall have surrendered that certain $1,000,000.00 Secured Promissory Note dated May 25, 2010 to the Company. (c) At the Closing, the Company and Purchaser shall execute the Revolving Credit Agreement in the form attached hereto as Exhibit 2.2(c). (d) All representations and warranties of the other party contained herein shall be true and correct as of the Closing Date (except for representations and warranties that speak as of a specific date, which representations and warranties must be correct as of such date), all necessary consents and waivers of third parties shall have been obtained and each party shall have performed and complied in all material respects with the covenants and conditions required by this Agreement to be performed or complied with by the party at or prior to the Closing. (d) The KFLP shall have surrendered that certain $1,000,000 Secured Promissory Note dated June 29, 2009 to the Company for cancellation in exchange for the issuance by the Company of 4,000,000 shares of Company Common Stock to the KFLP and the payment by the Company of any unpaid interest on such Secured Promissory Note.