OR FORMER OFFICER, DIRECTOR, EMPLOYEE, STOCKHOLDER OR CONSULTANT, (Q)
MADE OR AGREED TO MAKE ANY CHARITABLE CONTRIBUTIONS OR INCURRED ANY NON-BUSINESS
EXPENSES IN EXCESS OF $25,000 IN THE AGGREGATE, OR (R) ENTERED INTO ANY
AGREEMENT, OR OTHERWISE OBLIGATED ITSELF, TO DO ANY OF THE FOREGOING.
(J)
AN OPINION OF SYNERGY LAW GROUP, COUNSEL FOR THE COMPANY, TO
THE EFFECT AS SET FORTH IN EXHIBIT C HERETO.
(k)
Such additional supporting documentation and other information with
respect to the transactions contemplated hereby as Parent or its counsel may
reasonably request.
5.3
DELIVERIES OF PARENT.
AT CLOSING, PARENT AND MERGER
SUB SHALL DELIVER THE FOLLOWING DOCUMENTS TO THE COMPANY:
(A)
CERTIFICATE, DATED THE CLOSING DATE, EXECUTED ON BEHALF OF
THE PARENT AND MERGER SUB BY THEIR CHIEF EXECUTIVE OFFICER OR OTHER DULY
AUTHORIZED OFFICERS, CERTIFYING THE FOLLOWING:
(I) THE REPRESENTATIONS AND
WARRANTIES OF PARENT AND MERGER SUB UNDER THIS AGREEMENT ARE TRUE AND CORRECT IN
ALL MATERIAL RESPECTS ON THE CLOSING DATE; (II) PARENT AND MERGER SUB HAVE
PERFORMED AND COMPLIED IN ALL MATERIAL RESPECTS WITH ALL AGREEMENTS AND
CONDITIONS REQUIRED BY THIS AGREEMENT TO BE PERFORMED OR COMPLIED WITH BY THEM
ON OR BEFORE THE CLOSING DATE; AND (III) THERE DOES NOT EXIST ON THE CLOSING
DATE ANY DEFAULT OR EVENT OF DEFAULT OR ANY EVENT OR CONDITION, THAT WITH THE
GIVING OF NOTICE OR LAPSE OF TIME, OR BOTH, WOULD CONSTITUTE A DEFAULT OF EVENT
OF DEFAULT, AND SINCE THE PARENT BALANCE SHEET DATE, THERE HAS BEEN NO CHANGE
THAT HAS OR WILL HAVE A MATERIAL ADVERSE EFFECT ON THE PARENT.
(B)
AN OPINION OF PEARLMAN & SCHNEIDER LLP, COUNSEL FOR PARENT AND
MERGER SUB, TO THE EFFECT SET FORTH IN EXHIBIT D HERETO.
(C)
CERTIFICATES, DATED THE CLOSING DATE, EXECUTED BY THE
SECRETARY OF THE PARENT AND THE SECRETARY OF MERGER SUB, CERTIFYING THAT: (I)
ALL CONSENTS, AUTHORIZATIONS, ORDERS AND APPROVALS OF, AND FILINGS AND
REGISTRATIONS WITH, ANY COURT, GOVERNMENTAL BODY OR INSTRUMENTALITY THAT ARE
REQUIRED FOR THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION
OF THE MERGER AND EXCHANGE SHALL HAVE BEEN DULY MADE OR OBTAINED, AND ALL
MATERIAL CONSENTS BY THIRD PARTIES REQUIRED FOR THE MERGER AND EXCHANGE HAVE
BEEN OBTAINED; AND (II) NO ACTION OR PROCEEDING BEFORE ANY COURT, GOVERNMENTAL
BODY OR AGENCY HAS BEEN THREATENED, ASSERTED OR INSTITUTED TO RESTRAIN OR
PROHIBIT, OR TO OBTAIN SUBSTANTIAL DAMAGES IN RESPECT OF, THIS AGREEMENT OR THE
CARRYING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(D)
COPIES OF RESOLUTIONS OF PARENT'S AND MERGER SUB'S BOARDS OF
DIRECTORS, CERTIFIED BY THE SECRETARY, AUTHORIZING AND APPROVING THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY, INCLUDING THE MERGER AND EXCHANGE AND ALL OTHER DOCUMENTS AND
INSTRUMENTS TO BE DELIVERED BY IT PURSUANT HERETO.
(E)
CERTIFICATES OF INCUMBENCY EXECUTED BY THE SECRETARY OF
PARENT AND THE SECRETARY OF MERGER SUB CERTIFYING THE NAMES, TITLES AND
SIGNATURES OF THE OFFICERS AUTHORIZED TO EXECUTE THIS AGREEMENT AND ANY
DOCUMENTS REFERRED TO HEREIN, AND FURTHER CERTIFYING