Transactions at Closing Sample Clauses

Transactions at Closing. Upon the terms and subject to the conditions and limitations set forth in this Agreement, at the Closing: (a) Seller shall deliver, and Parent shall cause Seller to deliver, to Purchaser certificates representing all the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stamps; (b) Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party thereto) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party thereto); (d) Except as set forth in Section 7.2, Section 7.3, Section 8.2 or Section 8.3, Parent, Seller and Purchaser shall, or shall cause their respective Affiliates to, execute and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by this Agreement and the Ancillary Agreements; and (e) Purchaser shall pay to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth therein.

Transactions at Closing. At the Closing, each of the following transactions shall occur:

Transactions at Closing. (a) Seller shall execute, acknowledge, and deliver to Buyer the instruments of conveyance in the forms as set forth in Exhibits "C-1" through "C-8" hereto conveying the Interests; (b) Seller and Buyer shall execute and deliver a Preliminary Closing Statement that shall set forth the Base Purchase Price and each adjustment and the calculation of such adjustments used to determine such amount (the "Closing Amount") in the form as set forth in Exhibit "D" hereto; (c) Seller shall deliver to Buyer the Records (but shall be authorized to keep a copy of the Records); (d) Seller and Buyer shall execute, acknowledge and deliver mutually agreeable transfer orders or letters-in-lieu prepared by the Buyer, directing all purchasers of production to make future payments of proceeds attributable to production from the Interests to Buyer; (e) Seller shall deliver to Buyer (i) a certificate stating that the representations of Seller contained in Section 7 hereof are true as of the Closing Date, and (ii) a "non-foreign person" affidavit in the form as set forth in Exhibit "H" hereto, and (iii) executed change of operator forms to be filed with the relevant regulatory authorities naming Buyer or its designee as operator of the Interests operated by Seller at Closing; (f) Seller shall deliver to Buyer the legal opinion referenced in Section 6(c) hereof; (g) Buyer shall deliver to Seller a certificate stating that the representations of Buyer contained in Section 8 hereof are true as of the Closing Date; (h) Buyer shall deliver to Seller the legal opinion referenced in Section 5(b) hereof; (i) Buyer shall deliver to Seller a complete copy of Buyer's environmental assessment, including, but not limited to, reports, data, valuation, assessments and conclusions; (j) Seller shall deliver to Buyer possession of the Interests, subject to any applicable operating agreement or other related agreement affecting the Interests; (k) Seller and Buyer shall execute the License Agreement in the form as set forth in Exhibit "I" hereto; (1) Seller and Buyer shall execute the Gathering Agreements in the form as set forth in Exhibits "J- l " and "J-2" hereto; (m) Buyer shall deliver to Seller the guaranty in the form set forth in Exhibit "K " hereto; and (n) Buyer shall deliver to Seller cash by wire transfer in the amount of the Closing Amount to the following account Bank: Mellon Bank, Pittsburgh, PA. ABA/Routing Number: ▇▇▇-▇▇▇-▇▇▇ Account: 104-9050 For Credit To: Burlington Resources Servic...

Transactions at Closing. At the Closing, the following transactions shall take place and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (a) RSD shall deliver the following documents: (i) Validly executed stock certificates corresponding to the Common Stock issued in the name of the TNSY Owners in the amounts set forth in Schedule I; (ii) Certificate of good standing from the Secretary of State of the State of Florida, dated at or about the Closing Date, to the effect that RSD is in good standing under the laws of said state; (iii) Certified copy of the Certificate of Incorporation of RSD, as certified by the Secretary of State of the State of Florida at or about the Closing Date; (iv) An officer's certificate duly executed by RSD's chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing; and (v) Such other documents and instruments as TNSY may reasonably request. (b) TNSY shall deliver or cause to be delivered the following documents and/or shall take the following actions: (i) TNSY shall deliver to RSD Interest certificates in the name of, or assigned to, RSD or the TNSY Acquisition Subsidiary, as specified by RSD, in respect of all TNSY Interests and shall register TNSY Interests in the name of RSD or the TNSY Acquisition Subsidiary, as the case may be, in the Owners register of TNSY; (ii) Certificate of good standing from the Secretary of Russian Corporations, dated at or about the Closing Date, to the effect that TNSY is a corporation organized and in good standing under the laws of said jurisdiction; (iii) Certified copy of the Certificate of Incorporation of TNSY, as amended to the Closing Date; (iv) An officer's certificate duly executed by TNSY’s chief executive officer to the effect that the conditions set forth in Section7.2(a) below have been satisfied, dated as of the date of the Closing; (v) An officer's certificate duly executed by TNSY’s Chief Executive Officer and Secretary certifying that the attached ownership register of TNSY is an accurate and complete ownership register of TNSY as of the Closing Date; and (vi) Such other documents and instruments as RSD may reasonably request, including documents evidencing such resignations from and appointments to the governing body of TNSY, effective the Closing Date, as are set forth in Schedule II hereto. (c) The ...

Transactions at Closing. At the Closing, the following transactions shall take place, which transactions shall be deemed as having taken place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (a) DVOP shall deliver to Sugarmade, as agent for Sellers, the following documents: (i) Validly executed stock certificates corresponding to the Common Stock issued in the name of the Sellers in the amounts set forth in Schedule I; (ii) Validly executed DVOP warrants corresponding to the Sugarmade Warrants issued in the name of the Sellers in the amounts and on the terms set forth in Schedule II; (iii) A duly executed Share Cancellation Agreement in the form attached hereto as Exhibit A; (iv) A resignation and release agreement, substantially in the form attached hereto as Exhibit B from the current chief executive officer and director of DVOP to be effective as of the Closing (which shall be not less than 10 days after the mailing of a 14(f)-1 Information Statement to DVOP's stockholders of record); (v) True copies of all consents and waivers obtained by DVOP, in accordance with the provisions of Section 7.1 below; (vi) Certificate of good standing from the Secretary of State of the State of Delaware, dated at or about the Closing Date, to the effect that DVOP is in good standing under the laws of said state; (vii) Certified copy of the Certificate of Incorporation of DVOP, as certified by the Secretary of State of the State of Delaware at or about the Closing Date; (viii) Secretary's certificate duly executed by DVOP's secretary attaching and attesting to the accuracy of: (A) the bylaws of DVOP, (B) the resolutions of DVOP's board of directors issuing and allotting the Common Stock to the Sellers subject to the provisions hereof, approving the transactions contemplated hereby, including the Exchange, selecting ▇▇▇▇▇ ▇▇▇▇▇ as a director of DVOP (resulting in the DVOP directors to be ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇) and appointing the officers of Sugarmade as follows: ▇▇▇▇▇ ▇▇▇▇▇ as the officer of DVOP, and (C) an incumbency certificate signed by all of the executive officers of DVOP dated at or about the Closing Date; (ix) An officer's certificate duly executed by DVOP's chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing; (x) All corporate books and records of DVO...

Transactions at Closing. At the Closing, the following transactions shall occur and deliveries be made, which transactions and deliveries shall be deemed to take place simultaneously and no transactions and deliveries shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required deliveries delivered: 7.3.1. The Seller shall deliver to the Purchaser the following documents and take the following actions: (a) Seller shall deliver an assignment and assumption agreement with respect to the Invest, substantially in the form attached hereto as EXHIBIT A (the "Assignment and Assumption Agreement"), duly executed by the Seller; (b) Seller shall deliver a share transfer deed representing transfer by the Seller of the Sold Shares to the Purchaser ("SHARE TRANSFER DEED"), duly executed by the Seller; and (c) Seller shall deliver approval of Bank Hapoalim B.M., which has a floating charge of first degree over all assets of the Seller, to the sale and transfer of the Interest and the Sold Shares to the Purchaser. 7.3.2. The Purchaser shall deliver to the Seller to following documents and take the following actions: (a) Purchaser shall pay to the Seller the Consideration as set forth in Section 1.1 above; (b) Purchaser shall deliver the Assignment and Assumption Agreement, duly executed by Purchaser; (c) Purchaser shall deliver the Share Transfer Deed, duly executed by the Purchaser; and (d) Purchaser shall deliver the written consent of each of Prescient Systems & Technologies Pte. Ltd. and Mr. Aviv Tzidon to the transfer of the Interest to the Purchaser. 7.3.3. The Seller and the Purchaser shall jointly deliver the following: (a) Written consent of the General Partner to the transfer of the Interest to the Purchaser; (b) Resolution of the Board of Directors of the General Partner approving the sale and transfer of the Sold Shares to the Purchaser; and

Transactions at Closing. (a) At the Closing, the Seller shall deliver or cause to be delivered to the Buyer: (i) such deeds, bills of sale, general conveyances, certificates of title and other instruments of assignment or transfer with respect to the Acquired Assets as the Buyer may reasonably request and as may be necessary to vest in the Buyer or its nominee(s) good record (where applicable) and marketable title to all of the Acquired Assets, in each case free and clear of all Liens except for Permitted Liens; these transfer instruments will include (a) one or more Bills of Sale in the form of Exhibit C, and (b) Assignment of Trademarks, Assignment of Patents and Patent Applications, and Assignment of Copyrights in the forms set forth as Exhibit D; (ii) certificates (if any) representing the Subsidiary Shares, duly endorsed to Buyer; (iii) the closing certificates referred to in Article 9; (iv) employment agreements in form and substance satisfactory to the Buyer, duly executed by each Person listed on Schedule 4.2(a)(iv) (collectively, the “Employment Agreements”); (v) the Legal Opinion; (vi) the Fairness Opinion; (vii) the Escrow Agreement, duly executed by the Seller; (viii) that certain Side Letter between the Buyer and the Seller, duly executed by the Seller; (ix) copies of each acknowledgment and agreement, in the form attached hereto as Exhibit E, duly executed by Acme Global Inc., Cornell Capital Partners, LP and Ardour Capital (the “Waivers”); and (x) an assignment and assumption agreement, a form of which is attached hereto as Exhibit F (the “Assumption Agreement”), duly executed by the Seller. (b) At the Closing the Buyer shall deliver or cause to be delivered to the Seller: (i) the Assumption Agreement, duly executed by the Buyer; (ii) the Cash Purchase Price, less the amount due to Jiri Nor to satisfy in full any outstanding debt owed by the Seller, Ontario or s.r.o. to him (“Nor Repayment”), by wire transfer of immediately available funds to an account that has been designated in writing for such purpose by the Seller (with the Seller making such designation at least 48 hours prior to the Closing); (iii) the Debentures and the Note, each marked canceled; (iv) the Escrow Agreement, duly executed by the Buyer; and (v) the closing certificates referred to in Article 10. (c) At the Closing, the Buyer shall deliver or cause to be delivered the Legal Funds by wire transfer to the Escrow Agent pursuant to the terms of the Escrow Agreement. (d) At the Closing, the Buyer sh...

Transactions at Closing. At the Closing, (a) The Company shall deliver to each Seller or such Seller's representative: (i) A duly executed Compliance Certificate, substantially in the form of Exhibit C hereto; (ii) A duly executed Certificate of Designation, stamped to show that it has been filed with the Secretary of State of the State of Delaware; (iii) Certificates registered in the names of the Seller representing the number of Rally's Shares to be issued to such Seller pursuant to Section 1.2 hereof; (iv) A copy of the Notification of Listing of Additional Shares to be delivered to the NASDAQ National Market with respect to the Rally's Shares; and (v) Such other documents and instruments as the Sellers and their counsel may reasonably request relating to the consummation of this Agreement. (b) Each Seller shall deliver to the Company: (i) A duly executed Compliance Certificate, substantially in the form of Exhibit D hereto; (ii) Certificate(s) representing the Checkers Shares being delivered by such Seller pursuant to Section 1.1 hereof, duly endorsed for transfer or together with a stock power duly executed in blank, together with any opinions of counsel required by the transfer agent for the Checkers Common Stock in connection with the transfer of the Checkers Shares to the Company; and (iii) Such other documents and instruments as the Company may reasonably request relating to the consummation of this Agreement. (c) The conditions set forth in Articles 5 and 6 hereof shall have been satisfied or waived as provided therein.

Transactions at Closing. At the Closing, the following transactions and actions shall be taken, and all such transactions and actions shall be deemed to take place simultaneously, and no transaction or action shall be deemed to have been completed or taken and no document or instrument shall be deemed delivered, until all such transactions and actions have been completed and taken and all required documents and instruments delivered. The Company shall deliver to the Investor the following documents and instruments: (a) a certificate, signed by the Chief Executive Officer and Chief Financial Officer of the Company, certifying that the conditions specified in Section 0 have been fulfilled as of the Closing, it being understood that such Investor may rely on such certificate as though it were a representation and warranty of the Company made herein; (b) the Company shall execute and deliver to the Investor the Registration Rights Agreement; (c) the Company shall deliver to such Investor a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the memorandum of association and articles of association of the Company, (ii) resolutions passed by its Board of Directors to authorize the transactions contemplated hereby and by the other Transaction Documents and (iii) the Shareholder Approval and other resolutions passed by the shareholders of the Company, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Investor may rely on such certificate as a representation and warranty of the Company made herein; (d) Indemnification Agreements executed by the company in favor of the Investor Members; (e) The Investor shall deliver to the Company a copy of wiring instructions to its bank for the payment of the Purchase Price for the Acquired Shares being purchased by it, to the Company; and (f) The Company shall deliver the Transfer Agent Instruction Letter to the Company’s transfer agent.