Common use of Transactions at the Closing Clause in Contracts

Transactions at the Closing. The following transactions shall take place at the Closing: (a) Seller shall enter into (as applicable) (and in the case of certain Leases, Reyn▇▇▇▇) ▇▇d deliver to Buyer: (i) the Bill ▇▇ Sale, (ii) the Assignment of Contracts, (iii) the Assignment of Site Leases, (iv) the Assignment of Permits, (v) the Leases, (vi) all applicable Tax Clearances, and (vii) other instruments of transfer, evidence of consent and all other related documents as may be necessary to evidence or perfect the sale, assignment, transfer, and conveyance of good title to all of the Purchased Assets, in each case free and clear of all Security Interests and Encumbrances. Seller shall also deliver to Buyer all Books and Records, including the originals of the Advertising Contracts and Site Leases. (b) Buyer shall deliver to Seller the Purchase Price, as adjusted pursuant to Section 2.6, by wire transfer of immediately available funds. (c) Buyer shall enter into (as applicable) and deliver to Seller: (i) the Bill ▇▇ Sale, (ii) the Assignment of Contracts, (iii) the Assignment of Site Leases, (iv) the Assignment of Permits, (v) the Leases, and (vi) other assumption agreements, instruments and other documents as may be necessary to evidence the assumption by Buyer of the Assumed Liabilities. (d) The Parties shall also deliver to each other the agreements, instruments, opinions, certificates, and other documents referred to in this Agreement.

Transactions at the Closing. The following transactions shall take place at the Closing: (a) Seller or the applicable Owner shall enter into (as applicable) (and in the case of certain Leases, Reyn▇▇▇▇) ▇▇d deliver to Buyer: (i) the Bill ▇▇ Sale, (ii) the Assignment of ContractsLeases, (iii) the Assignment of Site Leases, Plant Lease; (iv) the Assignment of Permits, Non-Competition Agreement; (v) the Leases, (vi) documentation that applications have been submitted for all applicable Tax Clearances, ; and (viivi) other instruments of transfer, evidence of consent and all other related documents as may be reasonably necessary to evidence or perfect the sale, assignment, transfer, and conveyance of good title to all of the Purchased Assets, Assets in each case free and clear of all Security Interests and Encumbrancesaccordance with the terms hereof. Seller shall also deliver to Buyer all Books and RecordsRecords described in Section 2.2(f), including the originals of the Advertising Contracts and Site Leases. (b) The Stockholder shall enter into and deliver to Buyer the Non-Competition Agreement. (c) Buyer shall deliver to Seller by 11:00 a.m. on the Closing Date, the Purchase Price, as adjusted pursuant to Section 2.6, by wire transfer of immediately available fundsfunds to such accounts and in such amounts as directed by Seller. (cd) Buyer shall enter into (as applicable) and deliver to SellerSeller or the applicable Owner: (i) the Bill ▇▇ Sale, ; (ii) the Assignment of Contracts, Leases; (iii) the Assignment of Site Leases, Plant Lease; (iv) the Assignment of Permits, Non-Competition Agreement; and (v) the Leases, and (vi) other assumption agreements, instruments and other documents as may be necessary to evidence the assumption by Buyer of the Assumed LiabilitiesLiabilities in accordance with the terms hereof. (de) The Parties shall also deliver to each other the agreements, instruments, opinions, certificates, certificates and other documents referred to in this Agreement.

Transactions at the Closing. The following transactions shall take --------------------------- place at the Closing: (a) Seller Sellers shall enter into (as applicable) (and in the case of certain Leases, Reyn▇▇▇▇) ▇▇d deliver to Buyer: Buyer (i) the Bill ▇▇▇▇ of Sale, Assignment and Assumption Agreement; (ii) the Assignment a deed for each parcel of Contracts, Owned Real Property conveying good and valid title to Buyer; (iii) subject to Section 2.10 hereof, separate written assignments of the Assignment of Site Leases, Leases executed by the applicable Seller Subsidiary; (iv) wire transfer instructions for the Assignment payment of Permits, the Purchase Price which shall be provided to Buyer in writing no later than two (2) business days prior to the Closing; (v) to the Leasesextent applicable, UCC-3 termination statements and other necessary releases signed by the appropriate parties releasing all Encumbrances, other than Permitted Liens, against the Purchased Assets and (vi) all applicable Tax Clearances, and (vii) other instruments of transfer, evidence of consent required consents and all other related documents as may be necessary to evidence or perfect the sale, assignment, transfer, and conveyance of good all of Sellers' right, title and interest in and to all of the Purchased Assets, in each case free and clear of all Security Interests and Encumbrances, other than Permitted Liens. Seller Sellers shall also deliver to Buyer all pertinent Books and Records, including the originals of the Advertising Contracts and Site Leases. (b) Buyer shall deliver to Seller Infinity the Purchase Price, as adjusted pursuant to Section 2.62.8(a), by wire transfer of immediately available funds. (c) Buyer shall enter into (as applicable) and deliver to Seller: Infinity (i) the Bill ▇▇▇▇ of Sale, Assignment and Assumption Agreement and (ii) the Assignment of Contracts, (iii) the Assignment of Site Leases, (iv) the Assignment of Permits, (v) the Leases, and (vi) other such assumption agreements, instruments instructions and other documents as may be necessary to evidence the assumption by Buyer of the Assumed Liabilities. (d) The Parties shall also deliver to each other the agreements, instruments, opinions, certificates, and other documents referred to in this Agreement.

Transactions at the Closing. The following transactions shall take place at the Closing: (a) Seller shall enter into (as applicable) (and in the case of certain Leases, Reyn▇▇▇▇) ▇▇d deliver to Buyer: (i) the Bill ▇▇ Sale, Assignment and Assumption Agreement, (ii) the Assignment Non-Competition Agreements with each of Contracts, Jon ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇ Char▇▇▇ ▇▇▇▇▇▇▇▇▇ (iii) the Assignment of Site Leases, (iv) the Assignment of Permits, (v) the Leases, (vi▇▇i) all applicable Tax Clearances, (iv) evidence of the release of the lien of the Union Bank of California and appropriate termination statements and (viiv) other instruments of transfer, evidence of consent required consents and all other related documents as may be necessary to evidence or perfect the sale, assignment, transfer, and conveyance of good title to all of the Purchased Assets, in each case free and clear of all Security Interests and Encumbrances, except the Permitted Liens. Seller shall also deliver to Buyer all Books and Records, including the originals of the Advertising Contracts and Site Leases. (b) Buyer shall deliver to Seller the Purchase Price, as adjusted pursuant to Section 2.6, by wire transfer of immediately available funds. (c) Buyer shall enter into (as applicable) and deliver to Seller: (i) the Bill ▇▇ Sale, (ii) the Assignment of Contracts, (iii) the Assignment of Site Leases, (iv) the Assignment of Permits, (v) the Leasesand Assumption Agreement, and (viii) other assumption agreements, instruments and other documents as may be necessary to evidence the assumption by Buyer of the Assumed Liabilities. (d) The Parties shall also deliver to each other the agreements, instruments, opinions, certificates, and other documents referred to in this Agreement.