Closing Obligations Sample Clauses

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) an Assignment, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.

Closing Obligations. At the Closing: (a) Seller will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer; (ii) release in the form of Exhibit 2.4(a)(ii) executed by Seller ("Seller's Release"); (iii) employment agreement in the form of Exhibit 2.4(a)(iii), executed by Seller ("Employment Agreement"); (iv) non-competition agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the "Non-Competition Agreements"); (v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vi) a certificate executed by Seller representing and warranting to Buyer that each of Seller's representations and warranties in this Agreement are accurate in all respects as of the Closing Date; (vii) assignment of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunder. (b) Buyer will deliver to Seller: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form of Exhibit 2.4(b) (the "Promissory Note"); (iii) a total of $1,650,000.00 in shares of common stock, $.01 par value ("Common Stock") of Buyer calculated based on the average of the closing price for the Common Stock on the American Stock Exchange for the ten (10) trading days immediately prior to the Closing. The shares of Common Stock will be issued to Seller by the Buyer's transfer agent within two weeks following the Closing. At Closing, Seller will be provided copies of the Company's instruction letter to its transfer agent; (iv) Non-Competition Agreement executed by the Company; (v) a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Closing Date; (vi) the Employment Agreement executed by the Company; (vii) the Lease Agreement executed by the Company; and (viii) all other items required to be delivered hereunder.

Closing Obligations. On the Closing Dates: (a) Sellers will deliver to Buyer: (i) certificates representing the Shares, duly endorsed or accompanied by duly executed stock powers, for transfer to Buyer: (ii) the Consultant Contract executed by Sellers in the form of EXHIBIT 2.4 (a)(ii) attached hereto (the "Consultant Contract"); (iii) the Employment Agreement executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement"); (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates as if made on the Closing Dates. (b) Buyer will deliver to Sellers: (i) the Cash Consideration according to Sellers' wire transfer instructions, the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyer; (ii) the Consultant Contract executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates as if made on the Closing Dates.

Closing Obligations. At the Closing:

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing:

Closing Obligations. On or before the Closing Date, Owner and Optionee will deposit the following documents and funds in escrow, and the Title Company will close escrow in accordance with the instructions of Owner, Optionee, and the Funding Entities. 7.2.1 Owner will deposit the following: (1) The conveyance documents described in Section 8, duly executed and acknowledged; (2) A duly executed affidavit certifying that Owner is not a foreign person, trust, partnership, or corporation in compliance with the requirements of IRC §1445(b); (3) Original counterparts or legible photocopies of all documents, feasibility studies, surveys, engineering reports, and other items of a similar nature in the possession of Owner that relate to the Easement Property; (4) Such documents as Optionee or the Title Company may require to evidence the authority of Owner to consummate this transaction; and (5) Such other documents and funds, including (without limitation) escrow instructions that are required of Owner to close the sale in accordance with this Option Agreement. 7.2.2 Optionee will deposit the following: (1) The cash payment specified in Section 3, minus any credits due Optionee under the terms of this Option Agreement; (2) Any documents that Owner or the Title Company may require to evidence the authority of Optionee to consummate the transaction contemplated; and (3) Any other documents and funds, including (without limitation) escrow instructions that are required of Optionee to close the sale and purchase of the Conservation Easement in accordance with this Option Agreement.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or ▇▇▇▇▇▇, as applicable, shall deliver to Purchaser: (i) a ▇▇▇▇ of sale executed by Seller for all of the Purchased Assets that are personal property in substantially the same form as Exhibit 2.6(a)(i) (the “▇▇▇▇ of Sale”); (ii) a ▇▇▇▇ of sale or other assignment instrument executed by ▇▇▇▇▇▇ for the ▇▇▇▇▇▇ Contributions; (iii) a trademark assignment for each of the Seller’s Trademarks in substantially the same form as Exhibit 2.6(a)(iii) (the “Trademark Assignment”); (iv) one or more assignment and assumption agreements executed by Seller for each of the Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 (the “Assignment and Assumption Agreements”); (v) each of the Consents identified on Schedule 4.3 as a required Consent; (vi) titles to the motor vehicles included in the Purchased Assets, duly endorsed by Seller in favor of Purchaser; (vii) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and executed by Seller or ▇▇▇▇▇▇, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or ▇▇▇▇▇▇ by virtue of work performed by such contractors; (viii) a certificate executed on behalf of Seller and ▇▇▇▇▇▇ as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; and (ix) the Non-Competition and Employment Agreements described in Section 8.4. (b) Purchaser shall deliver to Seller or ▇▇▇▇▇▇, as the case may be: (i) that portion of the Purchase Price described in Section 3.1(a); (ii) the Notes; (iii) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses executed by Purchaser; and (iv) a certificate executed by Purchaser as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 9.1 and as to its compliance with and performance of its covenants and...

Closing Obligations. At Closing, the Buyer and the Seller shall take the following actions, in addition to such other actions as may otherwise be required under this Agreement:

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller shall deliver to Buyer, together with funds sufficient to pay all Taxes subject to Section 10.2 necessary for the transfer, filing or recording thereof: (i) a ▇▇▇▇ of sale in the form of Exhibit 2.7(a)(i) (the "Bills of Sale") for all of the Assets, executed by Seller; (ii) an assignment in the form of Exhibit 2.7(a)(ii) of all of the Assets which are intangible personal property, which assignment shall also contain Buyer's undertaking and assumption of the Assumed Liabilities (the "Assignment and Assumption Agreement"), executed by Seller; (iii) for each Seller Lease identified on Schedule 3.6(b), an Assignment and Assumption of Lease in the form of Exhibit 2.7(a)(iii) (the "Assignment and Assumption of Lease"), or such other appropriate document or instrument of transfer, as the case may require, each in form and substance satisfactory to Buyer and its counsel and executed by Seller; (iv) an assignment of all of the Marks in the form of Exhibit 2.7(a)(iv), executed by Seller (the "Assignment of Marks"); (v) an assignment of all of the Patents in the form of Exhibit 2.7(a)(v), executed by Seller (the "Assignment of Patents"); (vi) an assignment of all of the Copyrights in form of Exhibit 2.7(a)(vi), executed by Seller (the "Assignment of Copyrights"); (vii) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its counsel and executed by Seller; (viii) a royalty agreement in the form of Exhibit 2.7(a)(viii), executed by Seller (the "Royalty Agreement"); (ix) a transitional services agreement in the form of Exhibit 2.7(a)(ix), executed by Seller (the "Transitional Services Agreement"); (x) a supply agreement in the form of Exhibit 2.7(a)(x), executed by Seller (the "Supply Agreement"); (xi) [intentionally omitted] (xii) [intentionally omitted] (xiii) a security agreement in the form of Exhibit 2.7(a)(xiii), executed by Seller (the "Security Agreement"); (xiv) a certificate executed by each of Curative Health Services and CHS Services as to the accuracy of their respective representations and warranties as of the effective date of this Agreement and as of the Closing in accordance with Section 7.1 and as to their respective compliance with and performance of their covenants ...