Common use of Transactions to be Effected Clause in Contracts

Transactions to be Effected. (a) At the Closing, Buyer shall deliver to Seller: (i) the Closing Consideration, subject to any Closing Adjustment pursuant to Section 2.04(a), the cash portion of which, less the Closing Holdback Amount pursuant to Section 2.03(d), shall be by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer no later than two (2) Business Days prior to the Closing Date and certificate(s) representing the Buyer Stock issued in the name of Seller; and (ii) all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificates evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers, notarial or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and (ii) all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 7.02 of this Agreement. (c) On October 31, 2014, Buyer shall deliver to Seller, at the direction of the Seller’s Representative, such of the Deferred Purchase Payment remaining after offset and holdback as provided by Section 8.06. A late payment by Buyer will accrue interest at a rate per annum of eight percent (8%), calculated daily on the basis of a 365-day year and the actual number of days elapsed, without compounding, and Buyer shall be responsible for any costs of collection, including reasonable attorneys’ fees. (d) Buyer shall set aside from the cash portion of the Closing Consideration an amount equal to the Closing Holdback Amount for the purposes of promptly disbursing certain pre-agreed payments out of the closing proceeds against certain obligations of the Company and/or the Company Subsidiaries as set forth on Schedule I.

Transactions to be Effected. (a) At the Closing, upon the --------------------------- terms and subject to the conditions of this Agreement: (a) Assignee shall sell, transfer, assign, convey and deliver to the Buyer, and the Buyer shall deliver purchase, accept and take from Assignee, the Assets except for the Excluded Assets, subject to Sellerany existing Liens, in an "AS IS-WHERE IS CONDITION" with a DISCLAIMER BY ASSIGNEE OF ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, and the Buyer shall not assume any Liabilities, by delivery to the Buyer of appropriately executed and authenticated instruments of sale, assignment, transfer and conveyance as the Buyer or its counsel may reasonably request, including, but not limited to: (i) the Closing Consideration, subject to any Closing Adjustment pursuant to Section 2.04(a), the cash portion a ▇▇▇▇ of which, less the Closing Holdback Amount pursuant to Section 2.03(d), shall be by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer no later than two (2) Business Days prior to the Closing Date and certificate(s) representing the Buyer Stock issued sale in the name form of SellerSchedule 3.2A hereto; and (ii) all such other agreementsappropriately executed and authenticated documents and instruments of sale, documentstransfer, instruments or certificates required to be delivered by Buyer at or prior assignment and conveyance with respect to the Closing pursuant Assets as the Buyer or its counsel may reasonably request, in each case as shall be necessary to Section 7.03 sell, transfer, assign and convey to, and to vest in, the Buyer, title to the Assets as set forth above. (iii) Evidence in form satisfactory to the Buyer, that all Required Consents have been obtained; (iv) The originals and/or duly executed assignments by ▇▇▇▇▇▇▇▇ and the Assignee (to the extent such Permits are assignable) (in form suitable for filing or recording with the appropriate Governmental Authority, if applicable) of this Agreementall of the Governmental Licenses and Permits; (v) A certificate of the secretary of ▇▇▇▇▇▇▇▇ certifying (A) resolutions of the board of directors of and of the stockholders of ▇▇▇▇▇▇▇▇ approving the Assignment (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of ▇▇▇▇▇▇▇▇) and (B) the articles of incorporation and bylaws of ▇▇▇▇▇▇▇▇ as amended and/or restated; and (vi) Certificates of Good Standing for ▇▇▇▇▇▇▇▇ from the State of California. (b) At the Closing, Seller Buyer shall deliver to BuyerAssignee: (i) stock certificates evidencing Payment of the Shares, free and clear of all Encumbrances, duly endorsed Purchase Price (as provided in blank or accompanied by stock powers, notarial or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; andSection 4.2 hereof); (ii) all other agreementsA certificate of the secretary of the Buyer certifying (A) resolutions of the board of directors of the Buyer approving this Agreement and the transactions contemplated hereby, documentstogether with an incumbency and signature certificate regarding the officer(s) signing on behalf of each such person, instruments or certificates required to be delivered by Seller at or prior to and (B) the Closing pursuant to Section 7.02 certificate of this Agreementincorporation and bylaws of the Buyer as amended and/or restated. (c) On October 31Notwithstanding the foregoing, 2014Assignee may retain copies of, Buyer shall or may deliver to Sellercopies in lieu of, at the direction of the Seller’s Representative, such of the Deferred Purchase Payment remaining after offset and holdback as provided by Section 8.06. A late payment by Buyer will accrue interest at a rate per annum of eight percent (8%), calculated daily on the basis of a 365-day year and the actual number of days elapsed, without compounding, and Buyer shall be responsible for any costs of collection, including reasonable attorneys’ fees. (d) Buyer shall set aside from the cash portion of the Closing Consideration an amount equal to the Closing Holdback Amount for the purposes of promptly disbursing certain pre-agreed payments out of the closing proceeds against certain obligations of the Company and/or the Company Subsidiaries as set forth on Schedule I.Books and Records required by Assignee.

Transactions to be Effected. (a) At the Closing, Buyer shall deliver on the terms and --------------------------- subject to Sellerthe conditions of this Agreement and the Closing Escrow Agreement: (i) the Closing ConsiderationEscrow Agent shall make the disbursements required by Section 2.b of the Closing Escrow Agreement to pay the Franchisor Accounts (as defined in the Closing Escrow Agreement) and the Net Accounts in excess of $50,000, subject if any; (ii) the Closing Escrow Agent shall deliver to the Buyer (A) the appropriately executed and authenticated ▇▇▇▇ of Sale and such other instruments of sale, assignment, transfer and conveyance to the Buyer of the Acquired Assets as the Buyer or its counsel may reasonably request, such instruments to be reasonably satisfactory in form to the Buyer and its counsel; (B) the documents to be delivered by any Closing Adjustment of the Sellers or Seller Related Parties pursuant to Section 2.04(a3(a), ; and (C) any other documents to be delivered by any of the cash portion of which, less Sellers or the Seller Related Parties pursuant to the Closing Holdback Amount pursuant Escrow Agreement; (iii) the Closing Escrow Agent shall deliver to Section 2.03(d)the Sellers (A) the Cash Purchase Price, shall be by wire transfer of immediately available funds to an a bank account of Seller which shall be designated in writing by the Seller to Buyer no later than at least two (2) Business Days business days prior to the Closing Date Date; (B) such instruments of assumption with respect to the Assumed Liabilities, appropriately executed and certificate(sauthenticated by the Buyer, as the Sellers and Seller Related Parties or their counsel may reasonably request, such instruments to be reasonably satisfactory in form to the Sellers, the Seller Related Parties and their counsel; (C) representing the documents to be delivered by the Buyer Stock issued in pursuant to Section 3(b); and (D) any other documents to be delivered by the name of SellerBuyer to the Sellers pursuant to the Closing Escrow Agreement; and (iiiv) all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificates evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers, notarial or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and (ii) all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 7.02 of this Agreement. (c) On October 31, 2014, Buyer shall deliver to Seller, at the direction of the Seller’s Representative, such of Centennial the Deferred Purchase Payment remaining after offset and holdback as provided by Section 8.06. A late payment by Buyer will accrue interest at a rate per annum of eight percent Payments specified in (8%), calculated daily on the basis of a 365-day year and the actual number of days elapsed, without compounding, and Buyer shall be responsible for any costs of collection, including reasonable attorneys’ feesS) 1(e) above. (d) Buyer shall set aside from the cash portion of the Closing Consideration an amount equal to the Closing Holdback Amount for the purposes of promptly disbursing certain pre-agreed payments out of the closing proceeds against certain obligations of the Company and/or the Company Subsidiaries as set forth on Schedule I.