Common use of Proceedings at Closing Clause in Contracts

Proceedings at Closing. 9.2.1 All proceedings taken and all documents to be executed and delivered by the parties at the Closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed taken nor documents executed or delivered until all have been taken, executed and delivered. 9.2.2 At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser the following: (a) an appropriately executed general assignment and bill ▇▇ sale in the form attached hereto as Exhibit H ("Bill of Sale") and such deeds, assignments and other instruments of transfer relating to the Acquired Assets in form and substance reasonably satisfactory to Purchaser and its counsel; (b) such other documents as Purchaser or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the agreements set forth in this Agreement; (c) The certificate referred to in Section 6.1 hereof; (d) The opinion of counsel for the Seller referred to in Section 6.3 hereof; (e) McGe▇ ▇▇▇ll deliver payment for any shares purchased pursuant to Section 1.8.5; (f) McGe▇ ▇▇▇ll execute and deliver the Option Agreement as referred to in Section 1.8.4 hereof. 9.2.3 At the Closing, the Purchaser shall deliver or cause to be delivered to the Seller the following: (a) The Purchase Price, in the form of the Purchaser's certified check in the amount as set forth in Section 1.8.1; (b) The certificate referred to in Section 7.1 hereof; (c) The opinion of counsel for the Purchaser referred to in Section 7.3 hereof; (d) The certified resolutions referred to in Section 7.5 hereof; (e) To McGe▇ ▇▇▇tificates for any shares of stock which McGe▇ ▇▇▇ elected to purchase pursuant to Section 1.8.5 hereof; and (f) To McGe▇ ▇ ▇uly executed Option Agreement as referred to in Section 1.8.4 hereof.

Proceedings at Closing. 9.2.1 9.2.1. All proceedings taken and all documents to be executed and delivered by the parties at the Closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed taken nor documents executed or delivered until all have been taken, executed and delivered. 9.2.2 9.2.2. At the Closing, the Seller Sellers shall deliver or cause to be delivered to the Purchaser the following: (a) an appropriately executed general assignment and bill ▇▇ sale in A. Share certificates evidencing the form attached hereto as Exhibit H ("Bill of Sale") and such deedsShares, assignments and other instruments of duly endorsed or accompanied by appropriate stock transfer relating to the Acquired Assets in form and substance reasonably satisfactory to Purchaser and its counselpowers duly executed; (b) such other documents as Purchaser or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the agreements set forth in this Agreement; (c) B. The certificate referred to in Section 6.1 hereof; (d) C. The opinion of counsel for the Seller Sellers referred to in Section 6.3 hereof; (e) McGe▇ ▇▇▇ll deliver payment D. The list of Sellers with the number of options for each Seller and the purchase price for the shares which any shares purchased Seller has elected to purchase pursuant to Section 1.8.5Sections 1.2.4 and 1.2.5, respectively; (f) McGe▇ ▇▇▇ll execute and deliver the E. A duly executed Option Agreement from each Seller to whom options are to be granted as referred to in Section 1.8.4 hereof1.2.4; F. The Covenant Not to Compete duly executed by U.E. Patr▇▇▇ ▇▇ referred to in Section 6.7; G. The Covenant Not to Compete duly executed by Roge▇ ▇▇▇▇▇▇ ▇▇ referred to in Section 6.7; and H. The executed Amendment to Employment Agreement of Roge▇ ▇▇▇▇▇▇. 9.2.3 9.2.3. At the Closing, the Purchaser shall deliver or cause to be delivered to the Seller Sellers the following: (a) A. The Purchase Price, in the form of the Purchaser's certified check checks in the amount amounts and to the respective Sellers as set forth in Section 1.8.1;on Exhibit A. (b) B. The certificate referred to in Section 7.1 hereof; (c) C. The opinion of counsel for the Purchaser referred to in Section 7.3 hereof7.3; (d) D. The certified resolutions referred to in Section 7.5 hereof; (e) To McGe▇ ▇▇▇tificates for any shares of stock which McGe▇ ▇▇▇ elected to purchase pursuant to Section 1.8.5 hereof; and (f) To McGe▇ ▇ ▇uly E. A duly executed Option Agreement to each Seller to whom options are to be granted as referred to in Section 1.8.4 1.2.4 hereof and the stock to be purchased as referred to in Section 1.2.5 hereof; and F. The executed Amendment to the Employment Contract with Roge▇ ▇▇▇▇▇▇.