Total Sports Media Inc. (fka TSMI)

[NASCOW]

have all obligations of the original deal been met to complete the deal yet?

Tuesday, September 11, 2012 6:19:55 PM
Re: None Post # of 11915

it’s always important to follow thru with contractual obligations when completing a deal

Conditions to Closing

7.1 Conditions Precedent to Buyer’s Obligation To Close . Buyer’s obligation to close the asset purchase as contemplated in this Agreement is conditioned upon the occurrence
or waiver by Buyer of the following:

(a) All state, local and other governmental approvals and all other consents or approvals of any third parties necessary to consummate the transactions contemplated by this
Agreement must have been received.
(b) Seller must have delivered to Buyer a certificate executed by the Secretary of the Seller certifying (i) the names of the officers of Seller authorized to sign this Agreement to
which it is a party and all other documents and instruments executed by Seller pursuant hereto, together with the true signatures of such officers; (ii) copies of corporate resolutions
adopted by the Board of Directors of Seller authorizing the appropriate officers of Seller to execute and deliver this Agreement and all other agreements, documents and instruments
executed by the Seller pursuant hereto and to consummate the transactions contemplated herein; and (iii) copies of corporate resolutions adopted by the shareholders of Seller authorizing
the directors and appropriate officers of Seller to execute and deliver this Agreement and all other agreements, documents and instruments executed by the Seller pursuant hereto and to
consummate the transactions contemplated herein.
(c) Buyer must in its sole discretion be satisfied with its full and complete due diligence of Seller, the Acquired Assets, and all other aspects of the transactions contemplated by this
Agreement, including but not limited to financial, legal and business affairs of Seller.
(e) The conveyance of the Acquired Assets to Buyer’s Subsidiary free and clear of any encumbrance other than those assumed by Buyer under this Agreement, and the effective
assignment and acceptance of assignment of all of Seller’s material contracts to Buyer.
(d) All representations and warranties of Seller made in this Agreement or in any exhibit or schedule hereto delivered by Seller must be true and correct as of the Closing Date with
the same force and effect as if made on and as of that date.
(e) Seller must have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by Seller prior to or at
the Closing Date.

7.2 Conditions Precedent to Seller’s Obligation To Close . Seller’s obligation to close the asset purchase as contemplated in this Agreement is conditioned upon the occurrence
or waiver by Seller of the following:

Buyer has delivered to Seller a Certificate evidencing Buyer’s obligation to issue the Shares to Seller.

(b) All representations and warranties of Buyer made in this Agreement or in any exhibit hereto delivered by Buyer must be true and correct on and as of the Closing Date with the
same force and effect as if made on and as of that date.
(b) Buyer must have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by Buyer prior to or at the Closing
Date.


Not that it matters but;
Nice having contractual participants in the same building…Communications sent to Same Address

If to Buyer or Buyer’s Subsidary :
Lux Digital Pictures, Inc.
347 Chapala Street
Santa Barbara, California 93101
Attention; Michael Hill, Chief Executive Officer
Telephone Number: [phone]
Facsimile Number: [phone]
Email Address: [e-mail]
If to Seller:
RadioLoyalty, Inc.
347 Chapala Street
Santa Barbara, California 93101
Attention; Aaron Gravitz, President
Telephone Number: [phone]
Facsimile Number: [phone]
Email Address: [e-mail]


Not that it matters but;
You also need signatures on agreements No actual or digital signatures

IN WITNESS WHEREOF, this Agreement has been entered into as of the date first above written.
Seller: RadioLoyalty, Inc.
a California corporation
By:
Aaron Gravitz, President
Buyer: Lux Digital Pictures, Inc.
a Wyoming corporation
By:
Michael Hill, Chief Executive Officer
Buyer’s Subsidiary: StreamTrack Media, Inc.
a California corporation
Date By:
Michael Hill, Chief Executive Officer

And as I've said before...apparently pps represents a better understanding of the 8K now that some time has passed