Common use of Documents at Closing and the Closing Clause in Contracts

Documents at Closing and the Closing. 7.1 Documents at Closing At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) DOT VN will deliver, or will cause to be delivered, to MALERS the following: (i) a certificate executed by the President and Secretary of DOT VN to the effect that all representations and warranties made by DOT VN under this Agreement are true and correct as of the Closing, the same as though originally given to MALERS on said date; (ii) a certificate from the State of California dated at or about the Closing to the effect that DOT VN is validly existing under the laws of said State; (iii) stock certificates representing those shares of DOT VN to be cancelled and exchanged for the Merger Shares. (iv) all other items, the delivery of which is a condition precedent to the obligations of MALERS, as set forth in Section 4. (b) MALERS will deliver or cause to be delivered to DOT VN and the DOT VN Security Holders: (i) a certificate from MALERS executed by the President or Secretary of MALERS, to the effect that all representations and warranties of MALERS made under this Agreement are true and correct as of the Closing, the same as though originally given to DOT VN on said date; (ii) certified copies of resolutions by MALERS Board of Directors authorizing this transaction; (iii) certificates from the Delaware Secretary of State dated at or about the Closing Date that MALERS is in good standing under the laws of said State; and (iv) all other items, the delivery of which is a condition precedent to the obligations of DOT VN, as set forth in Section 4 hereof.

Documents at Closing and the Closing. 7.1 8.1 Documents at Closing Closing. At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) DOT VN ANGEL BABIES will deliver, or will cause to be delivered, to MALERS ECONTENT the following: (i) a certificate executed by the President and Secretary Managing Members of DOT VN ANGEL BABIES to the effect that all representations and warranties made by DOT VN ANGEL BABIES under this Agreement are true and correct as of the Closing, the same as though originally given to MALERS ECONTENT on said date; (ii) a certificate from the State of California dated at or about the Closing to the effect that DOT VN ANGEL BABIES is validly existing in good standing under the laws of said State; (iii) stock certificates representing those shares ANGEL BABIES and its Interest Holders shall deliver an opinion of DOT VN its legal counsel, limited as to be cancelled and exchanged for any portion of the Merger Shares. (iv) all other itemsopinion as to an aspect of the agreement governed by the application of California law, the delivery of which is a condition precedent to ECONTENT to the obligations of MALERS, as set forth in Section 4. (b) MALERS will deliver or cause to be delivered to DOT VN and the DOT VN Security Holderseffect that: (ia) ANGEL BABIES is a certificate from MALERS executed by the President or Secretary of MALERS, to the effect that all representations limited liability company validly existing and warranties of MALERS made under this Agreement are true and correct as of the Closing, the same as though originally given to DOT VN on said date; (ii) certified copies of resolutions by MALERS Board of Directors authorizing this transaction; (iii) certificates from the Delaware Secretary of State dated at or about the Closing Date that MALERS is in good standing under the laws of said Statethe State of California and is duly qualified to do business in any jurisdiction where so required except where the failure to so qualify would have no material adverse impact on the company; (b) ANGEL BABIES has the corporate power to carry on its business as now being conducted; and (ivc) all other itemsThis Agreement has been duly authorized, executed and delivered by the delivery Majority Interest Holders of which is a condition precedent to the obligations of DOT VN, as set forth in Section 4 hereofANGEL BABIES.