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', (c) Bu_yer's Corporate Approval. Buyer's sole director and <br /> ; shareholder shall have duly authorized and approved the execution and delivery of this <br /> Agreement and all corporate action necessary or proper to fulfill the obligations of Buyer to be <br /> performed under this Agreement on or before the Effective Date. Buyer will provide Seller with <br /> a copy of the resolution of Buyer's sole director and shareholder approving the transaction <br /> ' contemplated by this Agreement on the terms and conditions stated herein. <br /> (d) Hirin��of Seller's Emplo�. Buyer will have agreed in writing <br /> on the positions and starting compensation of all the Transferred Employees. <br /> 3.3 The Closing. <br /> (a) Time and Place of Closin�. Subject to the satisfaction or waiver of <br /> all Conditions Precedent to Seller's and Buyer's Performance, set forth in this Agreement, the <br /> consummation of the purchase and sale of the Assets and all transactions contemplated herein <br /> (the "Closing") will take place by the simultaneous exchange of all documents, Files and other <br /> items required under this Agreement concurrently with the execution of this Agreement. <br /> (b) Seller's Obli�ations at Closing. At or prior to the Closing, Seller <br /> shall deliver or cause to be delivered to Buyer: <br /> (i) An executed Bill of Sale conveying to Buyer, free and clear <br /> of all Liens, all of Seller's right, title and interest in and to those Assets which consist of tangible <br /> assets, in the form attached hereto as Exhibit"D". <br /> (ii) An executed Assignment and Assumption Agreement <br /> conveying to Buyer, subject to receipt of written consent from each Account, free and clear of all <br /> Liens, all of Seller's right, title and interest in and to those Assets which consist of intangible <br /> assets, in the form attached hereto as Exhibit "E" (the "Assignment and Assumption <br /> , Agreement"). <br /> (iii) Originals of the Files, unless Buyer and Seller agree that <br /> Seller will provide Buyer with the Files in a different format or manner. <br /> (iv) the NEPA Amendment, executed by Seller. <br /> (c) Buyer's Obligations at Closing. At or prior to the Closing, Buyer � <br /> shall deliver or cause to be delivered to Seller: <br /> (i) The Deposit via certified funds or wire transfer in <br /> immediately available U.S. funds. � <br /> (ii) Buyer shall deliver a personal guaranty from Ahmed <br /> Badawi, CPA in the form attached hereto as Exhibit "E" which shall guaranty the obligation of <br /> Buyer to pay the Royalty due Seller. <br /> 6 <br />