Common use of The Closing Transactions Clause in Contracts

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) the Company and the Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware; (b) the Purchaser shall deposit Five Million Dollars ($5,000,000) (the “Purchase Price Adjustment Escrow Amount”) into an escrow account (including any interest or earnings thereon, the “Purchase Price Adjustment Escrow Account”) designated and established pursuant to the terms and conditions of an escrow agreement (the “Purchase Price Adjustment Escrow Agreement”) by and among the Purchaser, the Representative and ▇▇▇▇▇ Fargo, N.A., as escrow agent (the “Escrow Agent”), substantially in the form of Exhibit D; (c) the Purchaser shall deposit Ten Million Dollars ($10,000,000) (the “Indemnity Escrow Amount,” and together with the Purchase Price Adjustment Escrow Amount, the “Escrow Amount”) into an escrow account (including any interest or earnings thereon, the “Indemnity Escrow Account”) designated and established pursuant to the terms and conditions of an escrow agreement (the “Indemnity Escrow Agreement”) by and among the Purchaser, the Representative and the Escrow Agent, substantially in the form of Exhibit E; (d) in accordance with Section 2.04 (Investment Transactions) and subject to Section 2.06 (Required Withholding), the Purchaser shall deliver to each holder of Investment Preferred Stock and each Investment Optionholder his, her or its respective portion of the Investment Transactions Amount (as determined in accordance with Section 2.04(a) (Investment Transactions)), by wire transfer of immediately available funds to the accounts set forth on the Sellers Schedule; (e) in accordance with Section 1.03 (Exchange of Certificates; Lost Certificates), the Purchaser shall deliver to each holder of Company Preferred Stock such holder’s portion of the Preferred Stock Merger Consideration (as determined in accordance with Section 1.02(a) (Conversion of Capital Stock)), by wire transfer of immediately available funds to the accounts set forth on the Sellers Schedule; (f) subject to Section 2.06 (Required Withholding), the Purchaser shall deliver to each Preferred Optionholder such Preferred Optionholder’s portion of the Preferred Option Merger Consideration (as determined in accordance with Section 1.04(b) (Options)), by wire transfer of immediately available funds to the account set forth on the Sellers Schedule; (g) in accordance with Section 1.05 (Representative Holdback), the Purchaser shall deliver the Representative Holdback Amount to the Representative by wire transfer of immediately available funds; (h) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, the Indebtedness listed on the Indebtedness Schedule, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness (it being agreed that all Indebtedness not repaid pursuant to this Section 2.03(h) shall remain an obligation of the Surviving Corporation or its Subsidiaries after the Closing); and the Company shall deliver to the Purchaser prior to the Closing Date appropriate payoff letters from the holders of Indebtedness listed on the Indebtedness Schedule and shall make arrangements reasonably satisfactory to the Purchaser for such holders of Indebtedness listed on the Indebtedness Schedule to deliver all related Lien releases to the Purchaser at the Closing; (i) simultaneously with the Closing, the Purchaser shall pay, or cause to be paid, on behalf of the Sellers or the Company (as applicable), the Estimated Transaction Expenses by wire transfer of immediately available funds as directed by the Representative; (j) in accordance with Section 1.03 (Exchange of Certificates; Lost Certificates), the Purchaser shall deliver to each holder of Company Common Stock (other than with respect to Dissenting Shares) such holder’s portion of the Closing Residual Consideration (as determined in accordance with Section 1.02(b) (Conversion of Capital Stock)) less such holder’s portion of the Representative Holdback Amount, by wire transfer of immediately available funds to the account set forth on the Sellers Schedule; and (k) subject to Section 2.06 (Required Withholding), the Purchaser shall deliver to each Common Optionholder such Common Optionholder’s Closing Common Option Consideration (as determined in accordance with Section 1.04(a) (Options)) less such Optionholder’s portion of the Representative Holdback Amount, by wire transfer of immediately available funds to the account set forth on the Sellers Schedule.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: : (a) the Company and the Merger Sub shall cause the Certificate of Merger to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware; ; (b) the Purchaser shall deliver to the Paying Agent the Closing Residual Cash Consideration (less the Special Vesting Class B Escrow Amount), as determined in accordance with Sections 1.02 and 1.04, by wire transfer of immediately available funds to one or more accounts designated by the Paying Agent to the Purchaser; (c) the Purchaser shall deliver to the Representative (on behalf of each Unitholder) the Holdback Amount, by wire transfer of immediately available funds to one or more accounts designated by the Representative to the Purchaser; (d) the Purchaser shall deposit Five Million Dollars (i) $5,000,000) 5,000,000 (the “Purchase Price Adjustment Escrow Amount”) into an escrow account (including any interest or earnings thereon, the “Purchase Price Adjustment Escrow Account”) designated and established pursuant to the terms and conditions of an escrow agreement agreement, substantially in the form of Exhibit B attached hereto (the “Purchase Price Adjustment “ Escrow Agreement”) ), by and among the Purchaser, the Representative and ▇▇▇▇▇ FargoFargo Bank, N.A.National Association, as escrow agent (the “Escrow Agent”), substantially in the form of Exhibit D; and (cii) the Purchaser shall deposit Ten Million Dollars ($10,000,000) 25,000,000 (the “Indemnity Escrow Amount,” and and, together with the Purchase Price Adjustment Escrow Amount, the “Escrow Amount”) into an escrow account (including any interest or earnings thereon, the “Indemnity Escrow Account”) designated and established pursuant to the terms and conditions of the Escrow Agreement; 9 (e) the Purchaser shall deposit the Special Vesting Class B Escrow Amount into an escrow agreement (account established pursuant to the “Indemnity terms and conditions of the Escrow Agreement”; (f) by and among the Company shall deliver to the Purchaser payoff letters, which shall be reasonably satisfactory to the Purchaser, from each holder of Indebtedness listed on the Representative Indebtedness Payoff Schedule, and shall make arrangements reasonably satisfactory to the Escrow Agent, substantially in Purchaser for each such holder of Indebtedness to deliver all related Lien releases to the form of Exhibit E; Purchaser as soon as practicable after the Closing; (dg) in accordance with Section 2.04 (Investment Transactions) and subject to Section 2.06 (Required Withholding), the Purchaser shall deliver to each holder of Investment Preferred Stock and each Investment Optionholder hisrepay, her or its respective portion on behalf of the Investment Transactions Amount (as determined Company and its Subsidiaries, all amounts required to be paid under the payoff letters delivered pursuant to Section 2.02(f) in accordance with Section 2.04(a) (Investment Transactions))order to fully discharge the Indebtedness owed to the Persons thereunder, by wire transfer of immediately available funds to the accounts set forth designated in such payoff letters; (h) the Purchaser, the Company and the Representative (on behalf of the Sellers Schedule; Unitholders) shall make such other deliveries as are required by Article 3 hereof; (ei) in accordance with Section 1.03 the Purchaser shall pay, on behalf of the Unitholders and the Company and its Subsidiaries (Exchange of Certificates; Lost Certificatesas applicable), the Purchaser shall deliver to each holder of Company Preferred Stock such holder’s portion of the Preferred Stock Merger Consideration (as determined in accordance with Section 1.02(a) (Conversion of Capital Stock))Transaction Expenses, by wire transfer of immediately available funds to the accounts set forth designated on the Sellers Transaction Expenses Schedule; (f) subject to Section 2.06 (Required Withholding), the Purchaser shall deliver to each Preferred Optionholder such Preferred Optionholder’s portion of the Preferred Option Merger Consideration (as determined in accordance with Section 1.04(b) (Options)), by wire transfer of immediately available funds to the account set forth on the Sellers Schedule; (g) in accordance with Section 1.05 (Representative Holdback), the Purchaser shall deliver the Representative Holdback Amount to the Representative by wire transfer of immediately available funds; (h) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, the Indebtedness listed on the Indebtedness Schedule, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness (it being agreed that all Indebtedness not repaid pursuant to this Section 2.03(h) shall remain an obligation of the Surviving Corporation or its Subsidiaries after the Closing); and (j) either (i) the Company shall deliver to the Purchaser a certificate, duly completed and executed pursuant to Section 1.1445-11T(d)(2) of the Treasury Regulations, certifying that fifty percent or more of the value of the gross assets of the Company does not consist of United States real property interests, or that ninety percent or more of the value of the gross assets of the Company does not consist of United States real property interests plus cash or cash equivalents, or (ii) each Unitholder shall deliver to Purchaser a non-foreign affidavit dated as of the Closing Date in form and substance as required by the Treasury Regulations issued pursuant to Code Section 1445 stating that such Unitholder is not a “foreign person” as defined in Code Section 1445. ARTICLE 3 CONDITIONS TO CLOSING 3.01 Conditions to the Purchaser’s and the Merger Sub’s Obligations. The obligations of the Purchaser and the Merger Sub to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Purchaser and the Merger Sub in writing) of the following conditions as of the Closing: (a) (i) The representations and warranties set forth in the first two sentences of Section 4.01, the first three sentences of Section 4.02, the first sentence, the last sentence and subsection (i) of the second sentence of Section 4.03, the first three sentences and the second to last sentence of Section 4.04 and Section 4.19 of this Agreement shall be true and correct (without giving effect to any materiality or Material Adverse Effect qualification or exception contained therein) in all material respects as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such 10 representations and warranties, (ii) the other representations and warranties set forth in Article 4 (other than those representations and warranties that address matters as of particular dates) shall be true and correct (without giving effect to any materiality or Material Adverse Effect qualification or exception contained therein) as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, and (iii) the other representations and warranties set forth in Article 4 that address matters as of particular dates shall be true and correct (without giving effect to any materiality or Material Adverse Effect qualification or exception contained therein) as of such dates, except where the failure of such representations and warranties referenced in the immediately preceding clauses (ii) and (iii) to be so true and correct has not had and would not have a Material Adverse Effect; (b) The Company shall have performed in all material respects the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing Date appropriate payoff letters Closing; (c) The applicable waiting periods, if any, under the HSR Act shall have expired or been terminated, and all other similar antitrust and competition approvals required in order to consummate the transactions contemplated by this Agreement shall have been obtained; (d) No judgment, decree or order shall have been entered and not withdrawn, and no provision of applicable Law shall be in effect, which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (e) The Representative and the Escrow Agent shall have executed and delivered the Escrow Agreement; (f) If not sold to a third party prior to such time, the Company shall have transferred title to the processing facility located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, California (“West Plant”) from the holders of Indebtedness listed on Company and/or its Subsidiary which is the Indebtedness Schedule and current record owner thereof to the Representative or an Affiliate thereof; (g) The Company (or the Representative) shall make arrangements reasonably satisfactory have delivered to the Purchaser for such holders each of Indebtedness listed on the Indebtedness Schedule to deliver all related Lien releases following: (i) a certificate executed by an officer of the Company, dated as of the Closing Date, stating that the preconditions specified in Sections 3.01(a), (b) and (i) have been satisfied; (ii) certified copies of the charter and bylaws (or similar organizational documents) of the Company and each of its Subsidiaries; (iii) a copy of the resolutions of the Consenting Unitholders of the Company approving this Agreement and the consummation of the transactions contemplated by this Agreement (the “Unitholder Consent”) (which has been delivered to the Purchaser at the Closing; (i) simultaneously concurrently with the Closing, the Purchaser shall pay, or cause to be paid, on behalf execution of the Sellers or the Company (as applicablethis Agreement), the Estimated Transaction Expenses by wire transfer of immediately available funds as directed by the Representative; (j) in accordance with Section 1.03 (Exchange of Certificates; Lost Certificates), the Purchaser shall deliver to each holder of Company Common Stock (other than with respect to Dissenting Shares) such holder’s portion of the Closing Residual Consideration (as determined in accordance with Section 1.02(b) (Conversion of Capital Stock)) less such holder’s portion of the Representative Holdback Amount, by wire transfer of immediately available funds to the account set forth on the Sellers Schedule; and (k) subject to Section 2.06 (Required Withholding), the Purchaser shall deliver to each Common Optionholder such Common Optionholder’s Closing Common Option Consideration (as determined in accordance with Section 1.04(a) (Options)) less such Optionholder’s portion of the Representative Holdback Amount, by wire transfer of immediately available funds to the account set forth on the Sellers Schedule.and 11

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) at the Company and Closing, Purchaser shall pay to Seller an amount equal to (i) the Merger Sub shall cause Base Purchase Price, (ii) less the Certificate of Merger to be executedDeposit, acknowledged and filed with (iii) less the Secretary of State of Reimbursed Policy Premium Amount, (iv) plus or less the State of DelawareEstimated Adjustment Amount, as appropriate, (v) less the aggregate Class B Common Unit Redemption Amount, (vi) less the aggregate Incentive Plan Unit Payment Amount, (vii) less the Hornet LTIP Payment Amount, (viii) less the Aggregate Post-Closing Class B Common Unit Payment; (b) at the Closing, Purchaser shall deposit Five Million Dollars ($5,000,000i) on behalf of Eureka, pay to each holder of Eureka Class B Common Units set forth on Exhibit G the Class B Common Unit Redemption Amount set forth opposite such Person’s name (the “Purchase Price Adjustment Escrow Amount”) into an escrow account (including any interest or earnings thereon, the “Purchase Price Adjustment Escrow Account”) designated and established pursuant to the terms and conditions of an escrow agreement (the “Purchase Price Adjustment Escrow Agreement”) by and among the Purchaser, the Representative and ▇▇▇▇▇ Fargo, N.A., as escrow agent (the “Escrow Agent”wiring instructions set forth thereon), substantially (ii) pay the aggregate Incentive Plan Unit Payment Amount to Eureka for further payment on the Closing Date to the holders of Incentive Plan Units set forth on Exhibit G in accordance with Section 7.06 and (iii) pay the form of Exhibit DHornet LTIP Payment Amount to Hornet for further payment on the Closing Date to the Hornet LTIP Holder in accordance with Section 7.06; (c) at the Closing, Purchaser and Seller shall deposit Ten Million Dollars ($10,000,000) (deliver an executed joint written instruction to the “Indemnity Escrow Amount,” and together with Agent to release the Purchase Price Adjustment Deposit, less the Indemnification Escrow Amount, the “Escrow Amount”) into an escrow account (including any interest or earnings thereon, the “Indemnity Escrow Account”) designated and established pursuant to the terms and conditions of an escrow agreement (the “Indemnity Escrow Agreement”) by and among the Purchaser, the Representative and the Escrow Agent, substantially in the form of Exhibit ESeller; (d) at the Closing, an amount equal to $3,862,500 million (the “Indemnification Escrow Amount”) shall be retained in accordance with Section 2.04 (Investment Transactions) and subject to Section 2.06 (Required Withholding), the Purchaser shall deliver to each holder of Investment Preferred Stock and each Investment Optionholder his, her or its respective portion of the Investment Transactions Amount (as determined in accordance with Section 2.04(a) (Investment Transactions)), by wire transfer of immediately available funds to the accounts set forth on the Sellers Schedule;Escrow Account; and (e) in accordance with Section 1.03 (Exchange of Certificates; Lost Certificates), the Purchaser shall deliver to each holder of Company Preferred Stock such holder’s portion of the Preferred Stock Merger Consideration (as determined in accordance with Section 1.02(a) (Conversion of Capital Stock)), by wire transfer of immediately available funds to the accounts set forth on the Sellers Schedule; (f) subject to Section 2.06 (Required Withholding), the Purchaser shall deliver to each Preferred Optionholder such Preferred Optionholder’s portion of the Preferred Option Merger Consideration (as determined in accordance with Section 1.04(b) (Options)), by wire transfer of immediately available funds to the account set forth on the Sellers Schedule; (g) in accordance with Section 1.05 (Representative Holdback), the Purchaser shall deliver the Representative Holdback Amount to the Representative by wire transfer of immediately available funds; (h) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, the Indebtedness listed on the Indebtedness Schedule, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness (it being agreed that all Indebtedness not repaid pursuant to this Section 2.03(h) shall remain an obligation of the Surviving Corporation or its Subsidiaries after the Closing); and the Company shall deliver to the Purchaser prior to the Closing Date appropriate payoff letters from the holders of Indebtedness listed on the Indebtedness Schedule and Seller shall make arrangements reasonably satisfactory to the Purchaser for such holders of Indebtedness listed on the Indebtedness Schedule to deliver all related Lien releases to the Purchaser at the Closing; (i) simultaneously with the Closing, the Purchaser shall pay, or cause to be paid, on behalf of the Sellers or the Company (other deliveries as applicable), the Estimated Transaction Expenses are required by wire transfer of immediately available funds as directed by the Representative; (j) in accordance with Section 1.03 (Exchange of Certificates; Lost Certificates), the Purchaser shall deliver to each holder of Company Common Stock (other than with respect to Dissenting Shares) such holder’s portion of the Closing Residual Consideration (as determined in accordance with Section 1.02(b) (Conversion of Capital Stock)) less such holder’s portion of the Representative Holdback Amount, by wire transfer of immediately available funds to the account set forth on the Sellers Schedule; and (k) subject to Section 2.06 (Required Withholding), the Purchaser shall deliver to each Common Optionholder such Common Optionholder’s Closing Common Option Consideration (as determined in accordance with Section 1.04(a) (Options)) less such Optionholder’s portion of the Representative Holdback Amount, by wire transfer of immediately available funds to the account set forth on the Sellers ScheduleArticle III hereof.