Common use of Actions and Deliveries at Closing Clause in Contracts

Actions and Deliveries at Closing. On the Closing Date, the Parties will cause the Merger to be consummated by filing a Certificate of Merger (or like instrument) with the Secretary of State of Delaware (the “Merger Certificate”), in accordance with the DGCL. The date and time the Merger becomes effective as specified in the Merger Certificate or as otherwise provided in accordance with the DGCL is referred to as the “Effective Time.” In addition, at the Closing, (a) The Company will deliver to Parent: (i) A Secretary’s certificate, in form and substance reasonably satisfactory to Parent, duly executed on the Company’s behalf. (ii) The Employment Agreements, the Non-Solicitation Agreements, the Xxxx Non-Competition Agreement and the Xxxxx Non-Competition Agreement, duly executed by the appropriate parties thereto. (iii) The written resignation and release, effective as of the Closing, of each of the Acquired Entity’s directors and officers. (iv) The Subordination Agreement and all other documents requested by the Senior Lenders duly executed by each Seller receiving a Note Participation. (v) All consents set forth on Schedule 1.3(a)(v). (vi) An opinion of counsel in form and substance reasonably satisfactory to Parent. (b) Parent will deliver to the Stockholders’ Representative: (i) A Secretary’s certificate, in form and substance reasonably satisfactory to Stockholders’ Representative, duly executed on Parent’s behalf. (ii) The Employment Agreements, the Non-Solicitation Agreements, the Xxxx Non-Competition Agreement and the Xxxxx Non-Competition Agreement, duly executed by Parent. (iii) The Promissory Note, duly executed by Parent. (iv) The Subordination Agreement, duly executed by Parent.

Actions and Deliveries at Closing. On the Closing Date, the Parties will cause the Merger to be consummated by filing a Certificate of Merger (or like instrument) with the Secretary of State of Delaware in substantially in the form of Exhibit E (the “Merger Certificate”), in accordance with the DGCLCorporate Law. The date and time the Merger becomes effective as specified in the Merger Certificate or as otherwise provided in accordance with the DGCL Corporate Law is referred to as the “Effective Time.” In addition, at the Closing, (a) The Company will deliver to Parent: (i) A Secretary’s An Officers’ certificate, substantially in the form and substance reasonably satisfactory to Parentof Exhibit F, duly executed on the Company’s behalf., as to whether each condition specified in Sections 7.1(a) – (e) has been satisfied in all respects; (ii) The A Secretary’s certificate, substantially in the form of Exhibit G, duly executed on the Company’s behalf; (iii) An Employment AgreementsAgreement, the Non-Solicitation Agreements, the Xxxx Non-Competition Agreement duly executed by each of Xxxxxxx Xxxxx Xxxxxx and the Xxxxx Xxxxxx Xxxxxxxx; (iv) A Non-Competition Agreement, duly executed by the appropriate parties thereto. (iii) The written resignation and release, effective as of the Closing, of each of the Acquired Entity’s directors Xxxxxxx Xxxxxxxx and officers. (iv) The Subordination Agreement and all other documents requested by the Senior Lenders duly executed by each Seller receiving a Note Participation.Xxxxxxx Xxxxx Xxxxxx; and (v) All consents set forth on Schedule 1.3(a)(v). (vi) An opinion of counsel in form The Escrow Agreement, duly executed by the Stockholder Representative and substance reasonably satisfactory to Parentthe Escrow Agent. (b) Parent will deliver to the Stockholders’ RepresentativeCompany: (i) An Officers’ certificate, substantially in the form of Exhibit H, duly executed on Parent’s and Merger Sub’s behalf, as to whether each condition specified in Sections 7.2(a) – (c) has been satisfied in all respects; (ii) A Secretary’s certificate, substantially in the form and substance reasonably satisfactory to Stockholders’ Representativeof Exhibit I, duly executed on Parent’s and Merger Sub’s behalf.; (iiiii) The Employment Agreements, the Non-Solicitation Agreements, the Xxxx Agreements and Non-Competition Agreement and the Xxxxx Non-Competition Agreements, duly executed by Parent; and (iv) The Escrow Agreement, duly executed by ParentParent and the Escrow Agent. (iiic) The Promissory Note, duly executed by ParentParent will deliver the Escrow Fund to the Escrow Agent. (iv) The Subordination Agreement, duly executed by Parent.

Actions and Deliveries at Closing. On the Closing Date, the Parties will cause the Merger to be consummated by filing a Certificate (i) an Agreement of Merger (or like instrument) with the Secretary of State of Delaware California in a form agreed upon by the Parties (the “Merger CertificateAgreement of Merger”), ) and otherwise in accordance with the DGCLCorporate Law. The Parties agree that the transactions pursuant to this Agreement shall be deemed to have occurred as of the Effective Time notwithstanding the date and time the Merger becomes effective as specified in the Agreement of Merger Certificate or as otherwise provided in accordance with the DGCL is referred to as the “Effective Time.” Corporate Law. In addition, addition at the Closing, (a) The Company or Xxxxxxxxx will deliver or cause to be delivered to Parent: (i) A Secretarysecretary’s certificate, in form and substance reasonably satisfactory acceptable to Parent, duly executed on behalf of the Company’s behalf. (ii) The Employment Agreements, the Non-Solicitation Agreements, the Xxxx Non-Competition Agreement and the Xxxxx Non-Competition Agreement, duly executed by the appropriate parties theretoXxxxxxxxx. (iii) The written resignation and releaseNon-Compete Agreement duly executed by Xxxxxxxxx. (iv) The Real Estate Closing Letter duly executed by Riverside Lincoln LLC (“Riverside”). (v) The resignation, effective as of the Closing, of each of the Acquired EntityCompany’s directors and officers. (ivvi) The Subordination Agreement and Full satisfactions or releases of all other documents requested by Liabilities due to or from the Senior Lenders duly executed by each Seller receiving a Note ParticipationCompany to or on behalf of (i) any Affiliate of the Company or (ii) any Stockholder or any Affiliate of any Stockholder, subject to certain exclusions, if any, as may be provided in such satisfactions or releases. (vvii) All consents set forth on Schedule 1.3(a)(vCompany Stock Certificates (as defined below), or the affidavit described in Section 2.8(d) in lieu thereof. (viii) The Most Recent Balance Sheet (as defined below). (viix) An opinion of the outside counsel listed in Section 7.5, in form and substance reasonably satisfactory acceptable to Parent, addressed to Parent and dated as of the Closing Date. (x) All consents listed on Schedule 4.3 that the Parent may require to be given as a condition to the Parent Parties entering into this Agreement. (b) Parent will deliver to the Stockholders’ RepresentativeCompany and Xxxxxxxxx, as applicable: (i) A Secretary’s certificateSecretary certificates, in form and substance reasonably satisfactory acceptable to Stockholders’ Representativethe Company, duly executed on Parent’s behalfbehalf of each of Parent and Merger Sub. (ii) The Asset Purchase Agreement duly executed by the parties thereto. (iii) The Employment Agreements, the Agreement duly executed by Surviving Corporation. (iv) The Non-Solicitation Agreements, Compete Agreement duly executed by the Xxxx Non-Competition Agreement and the Xxxxx Non-Competition Agreement, Parent. (v) The Real Estate Closing Letter duly executed by Parent. (iiic) Parent will deliver to all of the stockholders of the Company (all of whom are listed on Exhibit A, the “Stockholders”): (i) The Promissory Note, duly executed by ParentCash Consideration as set forth on Exhibit A. (ii) Stock certificates evidencing each Stockholder’s ownership of Parent Common Shares due each Stockholder as part of the Stock Consideration as set forth on Exhibit A; provided that an instruction letter from Parent to its stock transfer agent instructing issuance of the stock certificates will suffice as long as the stock certificates are delivered to the Stockholders within five (5) business days following the Closing. (ivd) The Subordination Agreement, duly executed by ParentParent will cause the Surviving Corporation to deliver the Employment Agreement to Xxxxxxxxx.

Actions and Deliveries at Closing. On the Closing Date, the Parties will shall cause the Merger to be consummated by filing a Certificate an Agreement of Merger (or like instrument) with the Secretary of State of Delaware California substantially in the form of EXHIBIT D (the “Merger "MERGER Certificate”"), in accordance with the DGCLapplicable Corporate Law. The date and time the Merger becomes effective as specified in the Merger Certificate or as otherwise provided in accordance with the DGCL applicable Corporate Law is referred to as the “Effective Time"EFFECTIVE TIME.” " In addition, at the Closing,: (a) The Company will shall deliver to Parent: (i) A Secretary’s An Officers' certificate, substantially in the form and substance reasonably satisfactory to Parentof EXHIBIT E, duly executed on the Company’s 's behalf, as to whether each condition specified in SECTION 6.1 has been satisfied in all respects. (ii) The Employment AgreementsA Secretary's certificate, substantially in the Non-Solicitation Agreements, the Xxxx Non-Competition Agreement and the Xxxxx Non-Competition Agreementform of EXHIBIT F, duly executed by on the appropriate parties theretoCompany's behalf. (iii) The written resignation and releaseresignation, effective as of the Closing, of each of the Acquired Entity’s 's directors and officers, and the termination of any related employment agreement. (iv) The Subordination Agreement and all other documents requested by the Senior Lenders Escrow Agreements, duly executed by each Seller receiving a Note Participationthe Sellers' Representative and the Escrow Agent. (v) All consents set forth on Schedule 1.3(a)(vAn affidavit described in Code Section 1445(b)(3). (vi) An opinion of counsel in form and substance reasonably satisfactory to ParentThe Company Stock Certificates. (b) Parent will shall deliver to the Stockholders’ RepresentativeCompany: (i) A Secretary’s An Officers' certificate, substantially in the form and substance reasonably satisfactory to Stockholders’ Representativeof EXHIBIT G, duly executed on Parent’s 's behalf, as to whether each condition specified in SECTION 6.2 has been satisfied in all respects. (ii) A Secretary's certificate, substantially in the form of EXHIBIT H, duly executed on Parent's behalf; (iii) The Employment Escrow Agreements, the Non-Solicitation Agreements, the Xxxx Non-Competition Agreement and the Xxxxx Non-Competition Agreement, duly executed by Parent. (iiic) The Promissory NoteParent shall deliver to the Shareholders, duly executed in accordance with payment instructions provided by Parentsuch Persons, and in immediately available funds, their pro rata portion of the Initial Merger Consideration less their pro rata portion of the Escrow Amount and the Holdback Amount. (ivd) Parent shall deliver the Holdback Amount to the Escrow Agent to be held in accordance with the Holdback Escrow Agreement and the Escrow Amount to the Escrow Agent to be held in accordance with the Indemnity Escrow Agreement. (e) Parent shall deliver to the Persons identified on SCHEDULE 2.3(E) the cash amounts set forth opposite their names aggregating $5,000,000 (less applicable withholdings). The Subordination AgreementParties agree that of the $5,000,000 payable by Parent pursuant to this SECTION 2.3(E), duly executed $337,500 shall be paid by ParentParent from time to time, but in no event later than 90 days following the Closing Date, to those Persons designated in writing by the Company to Parent to receive all or any portion of such amount. To the extent that the Company does not designate recipients of all or any portion of such $337,500 within the 90 day period, Parent shall have no obligation to pay such amounts.