Common use of Actions at Closing Clause in Contracts

Actions at Closing. At the Closing: (a) KCS shall cause KARA Sub to deliver to MM the Stock Purchase Price, including the KARA Sub Note, duly executed and in proper form to evidence the indebtedness of KCS Sub represented thereby and MM shall, and TMM shall cause MM to, deliver to KARA Sub the stock certificates for the GTFM Shares duly endorsed in favor of KARA Sub in proper form to transfer ownership to KARA Sub of such shares free and clear of any and all Encumbrances. (b) MM shall, and TMM shall cause MM to, deliver to KARA Sub the KARA Sub Note, duly endorsed for transfer to KARA Sub free and clear of any and all Encumbrances, other than Encumbrances arising solely by operation of law, and KCS shall cause KARA Sub to issue and deliver to MM the KARA Sub Common Stock. (c) KCS and KARA Sub shall file the Certificate of Merger with the Secretary of State of Delaware to effect the Merger. (d) The Parties shall deliver and receive, respectively, the opinions of counsel referred to in Section 8.2(f) and 8.3(e) and the officers' certificates referred to in Section 8.2(c) and 8.3(c). (e) KCS and Consultant shall execute and deliver the Consulting Agreement, which shall become effective on the first business day following the Closing Date. (f) KCS and TMM shall execute and deliver the Marketing and Services Agreement. KCS, TMM and the other parties thereto shall execute and deliver the Stockholders' Agreement and the Registration Rights Agreement. (g) TMM and KCS shall execute and deliver an agreement by which TMM assigns its rights, and KCS assumes TMM's obligations, to purchase TFM stock pursuant to the Put Agreement and indemnifying TMM from KCS's non-performance of such obligations, such agreement to be substantially in the form of Exhibit C hereto. (h) To the extent in the possession of TMM or MM, TMM and MM shall, and TMM shall cause MM to, deliver to GTFM all files and books of account, including business, financial and tax records, of GTFM, including, without limitation, minute books, stock record books, the Concession Agreement and supporting exhibits and records relating thereto and work papers. In addition, TMM and MM shall, and TMM shall cause MM to, deliver to GTFM or KCS such other documents, resolutions, appointments, powers of attorney and instruments of transfer necessary or appropriate to implement this Agreement and effect the transactions contemplated hereby and by the Ancillary Agreements, in each case as KCS may reasonably request and in form and substance reasonably acceptable to KCS. (i) MM shall cause the Secretary of GTFM to make the corresponding notation in the Stock Registry Book of GTFM evidencing KARA Sub as the record, legal and beneficial owner of the GTFM Shares as of the Closing Date. (j) The written resignations of all directors and officers (or, as to officers, evidence reasonably acceptable to KCS of corporate action sufficient to effect their removal and replacement) of GTFM and GTFM Subsidiaries effective as of the Closing Date, except for those persons identified on Exhibit D as to continue in office, shall be delivered to KCS, accompanied by evidence reasonably satisfactory to KCS that prior to such resignation, the election of the successors to directors resigning was approved by at least two-thirds of the entire Board of Directors of such corporations. (k) All actions taken at the Closing pursuant to this Agreement shall be deemed to have been taken simultaneously and no actions or transactions will be deemed to have taken place, or documents delivered, or payments made, unless all actions and transactions have been completed and all documents have been executed and delivered.

Actions at Closing. At the Closing: (a) KCS Pursuant to the Closing Escrow Agreement, the escrow agent appointed pursuant to the Closing Escrow Agreement (the “Escrow Agent”) shall cause KARA Sub to (i) deliver to MM the Stock Purchase Price, including on behalf of the KARA Sub Note, duly executed and in proper form to evidence the indebtedness of KCS Sub represented thereby and MM shallPurchasers, and TMM shall cause MM to, (ii) deliver to KARA Sub the KCS Purchasers, on behalf of MM, the stock certificates for the GTFM Shares Shares, duly endorsed in favor of KARA Sub and in proper form to transfer to the KCS Purchasers, as their interests appear in Section 1.1(a), ownership to KARA Sub of such shares free and clear of any and all Encumbrances. (b) MM shallPursuant to the Closing Escrow Agreement, and TMM the Escrow Agent (i) on behalf of MM, shall cause MM to, deliver to KARA KCS Sub the KARA GTFM Sub Note, duly endorsed for transfer to KARA KCS Sub free and clear of any and all Encumbrances, other than Encumbrances arising solely by operation (ii) on behalf of lawKCS Sub, shall deliver to MM the KCS Sub Note, (iii) on behalf of MM, shall deliver to KCS Sub the KCS Sub Note, duly endorsed for transfer to KCS Sub free and clear of any and all Encumbrances, and (iv) on behalf of KCS Sub, shall cause KARA Sub to issue and deliver to MM the KARA KCS Sub Common StockShares. (c) KCS and KARA Sub [Omitted] (d) Pursuant to the Closing Escrow Agreement, the Escrow Agent shall file deliver the Certificate of Merger to KCS for execution and filing with the Secretary of State of Delaware to effect the Merger, and at the Effective Time shall deliver to MM the shares of KCS Common Stock to which MM shall have become entitled pursuant to Section 4.3. (de) The Indemnity Escrow Notes shall be deposited into the Indemnity Escrow to be held pursuant to the terms and conditions of the Indemnity Escrow Agreement. (f) The Parties shall deliver and receive, respectively, the opinions of counsel referred to in Section 8.2(f) and 8.3(e) and the officers' ’ certificates referred to in Section 8.2(c) and 8.3(c). (e) KCS and Consultant shall execute and deliver the Consulting Agreement, which shall become effective on the first business day following the Closing Date. (f) KCS and TMM shall execute and deliver the Marketing and Services Agreement. KCS, TMM and the other parties thereto shall execute and deliver the Stockholders' Agreement and the Registration Rights Agreement. (g) TMM and KCS shall execute and deliver an agreement by which TMM assigns its rights, and KCS assumes TMM's obligations, to purchase TFM stock pursuant to the Put Agreement and indemnifying TMM from KCS's non-performance of such obligations, such agreement to be substantially in the form of Exhibit C hereto. (h) To the extent in the possession of of, or available to, TMM or MM, or any of their respective Subsidiaries, Affiliates, directors, officers, employees or representatives, TMM and MM shall, and TMM shall cause MM to, deliver to GTFM all files and books of account, including business, financial and tax records, of GTFM, including, without limitation, including minute books, stock record books, the agreement relating to the Concession Agreement and supporting exhibits and records relating thereto and work papers. In addition, TMM and MM shall, and TMM each Party shall cause MM to, deliver to GTFM or KCS the other Parties such other documents, resolutions, appointments, powers of attorney and instruments of transfer necessary or appropriate to implement this Agreement and effect the transactions contemplated hereby and by the Ancillary Agreements, in each case as KCS may be reasonably request requested and in form and substance reasonably acceptable to KCSthe requesting Party. (ih) MM shall cause the The Secretary of GTFM to shall make the corresponding notation in the Stock Registry Book of GTFM evidencing KARA Sub the KCS Purchasers, as their interests appear in Section 1.1(a), as the record, legal and beneficial owner owners of the GTFM Shares as of the Closing Date. (i) All other instruments, agreements and items held in the Closing Escrow (including the Releases, the Release Resolutions and the documents necessary for the Dismissals) shall be delivered to the party entitled to receive the same pursuant to the terms of the Closing Escrow Agreement and TMM shall deliver to KCS the Legal Representation Release. (j) The written resignations Sellers shall deliver a copy of all directors resolutions which Sellers and officers (or, as KCS shall have caused to officers, evidence reasonably acceptable to KCS of corporate action sufficient to effect their removal and replacement) be adopted by the shareholders of GTFM and GTFM Subsidiaries TFM, effective as of the Closing DateClosing, except (i) accepting the resignations of the representatives of TMM serving on such boards of directors, (ii) approving the financial statements of GTFM and TFM for those persons identified on Exhibit D as to continue in officethe year ended December 31, shall be delivered to KCS2003, accompanied by evidence reasonably satisfactory to KCS that prior to such resignation(iii) waiving all rights of first refusal to, and approving, the election transfer of the successors GTFM Shares to the KCS Purchasers, and (iv) electing new directors resigning was approved by at least two-thirds of the entire Board GTFM and of Directors of such corporationsTFM. (k) All actions Each action taken at the Closing pursuant to this Agreement shall depend on the occurrence of all actions required to be deemed taken at the Closing pursuant to have been taken simultaneously this Agreement and no actions action or transactions transaction will be deemed to have taken place, or documents document delivered, or payments payment made, unless all actions and transactions have been completed and all documents have been executed and delivered; provided, that any agreements that, in accordance with their terms, are to become effective prior to the Closing Date, shall be effective to the extent provided therein. Each Party shall take all action necessary to cause the Escrow Agent to take all action required under the Closing Escrow Agreement to be taken by the Escrow Agent on such Party’s behalf.

Actions at Closing. At the Closing: (a) KCS Pursuant to the Closing Escrow Agreement, the escrow agent appointed pursuant to the Closing Escrow Agreement (the "Escrow Agent") shall cause KARA Sub to (i) deliver to MM the Stock Purchase Price, including on behalf of the KARA Sub Note, duly executed and in proper form to evidence the indebtedness of KCS Sub represented thereby and MM shallPurchasers, and TMM shall cause MM to, (ii) deliver to KARA Sub the KCS Purchasers, on behalf of MM, the stock certificates for the GTFM Shares Shares, duly endorsed in favor of KARA Sub and in proper form to transfer to the KCS Purchasers, as their interests appear in Section 1.1(a), ownership to KARA Sub of such shares free and clear of any and all Encumbrances. (b) MM shallPursuant to the Closing Escrow Agreement, and TMM the Escrow Agent (i) on behalf of MM, shall cause MM to, deliver to KARA KCS Sub the KARA GTFM Sub Note, duly endorsed for transfer to KARA KCS Sub free and clear of any and all Encumbrances, other than Encumbrances arising solely by operation (ii) on behalf of lawKCS Sub, shall deliver to MM the KCS Sub Note, (iii) on behalf of MM, shall deliver to KCS Sub the KCS Sub Note, duly endorsed for transfer to KCS Sub free and clear of any and all Encumbrances, and (iv) on behalf of KCS Sub, shall cause KARA Sub to issue and deliver to MM the KARA KCS Sub Common StockShares. (c) KCS and KARA Sub [Omitted] (d) Pursuant to the Closing Escrow Agreement, the Escrow Agent shall file deliver the Certificate of Merger to KCS for execution and filing with the Secretary of State of Delaware to effect the Merger, and at the Effective Time shall deliver to MM the shares of KCS Common Stock to which MM shall have become entitled pursuant to Section 4.3. (de) The Indemnity Escrow Notes shall be deposited into the Indemnity Escrow to be held pursuant to the terms and conditions of the Indemnity Escrow Agreement. (f) The Parties shall deliver and receive, respectively, the opinions of counsel referred to in Section 8.2(f) and 8.3(e) and the officers' certificates referred to in Section 8.2(c) and 8.3(c). (e) KCS and Consultant shall execute and deliver the Consulting Agreement, which shall become effective on the first business day following the Closing Date. (f) KCS and TMM shall execute and deliver the Marketing and Services Agreement. KCS, TMM and the other parties thereto shall execute and deliver the Stockholders' Agreement and the Registration Rights Agreement. (g) TMM and KCS shall execute and deliver an agreement by which TMM assigns its rights, and KCS assumes TMM's obligations, to purchase TFM stock pursuant to the Put Agreement and indemnifying TMM from KCS's non-performance of such obligations, such agreement to be substantially in the form of Exhibit C hereto. (h) To the extent in the possession of of, or available to, TMM or MM, or any of their respective Subsidiaries, Affiliates, directors, officers, employees or representatives, TMM and MM shall, and TMM shall cause MM to, deliver to GTFM all files and books of account, including business, financial and tax records, of GTFM, including, without limitation, including minute books, stock record books, the agreement relating to the Concession Agreement and supporting exhibits and records relating thereto and work papers. In addition, TMM and MM shall, and TMM each Party shall cause MM to, deliver to GTFM or KCS the other Parties such other documents, resolutions, appointments, powers of attorney and instruments of transfer necessary or appropriate to implement this Agreement and effect the transactions contemplated hereby and by the Ancillary Agreements, in each case as KCS may be reasonably request requested and in form and substance reasonably acceptable to KCSthe requesting Party. (ih) MM shall cause the The Secretary of GTFM to shall make the corresponding notation in the Stock Registry Book of GTFM evidencing KARA Sub the KCS Purchasers, as their interests appear in Section 1.1(a), as the record, legal and beneficial owner owners of the GTFM Shares as of the Closing Date. (i) All other instruments, agreements and items held in the Closing Escrow (including the Releases, the Release Resolutions and the documents necessary for the Dismissals) shall be delivered to the party entitled to receive the same pursuant to the terms of the Closing Escrow Agreement and TMM shall deliver to KCS the Legal Representation Release. (j) The written resignations Sellers shall deliver a copy of all directors resolutions which Sellers and officers (or, as KCS shall have caused to officers, evidence reasonably acceptable to KCS of corporate action sufficient to effect their removal and replacement) be adopted by the shareholders of GTFM and GTFM Subsidiaries TFM, effective as of the Closing DateClosing, except (i) accepting the resignations of the representatives of TMM serving on such boards of directors, (ii) approving the financial statements of GTFM and TFM for those persons identified on Exhibit D as to continue in officethe year ended December 31, shall be delivered to KCS2003, accompanied by evidence reasonably satisfactory to KCS that prior to such resignation(iii) waiving all rights of first refusal to, and approving, the election transfer of the successors GTFM Shares to the KCS Purchasers, and (iv) electing new directors resigning was approved by at least two-thirds of the entire Board GTFM and of Directors of such corporationsTFM. (k) All actions Each action taken at the Closing pursuant to this Agreement shall depend on the occurrence of all actions required to be deemed taken at the Closing pursuant to have been taken simultaneously this Agreement and no actions action or transactions transaction will be deemed to have taken place, or documents document delivered, or payments payment made, unless all actions and transactions have been completed and all documents have been executed and delivered; PROVIDED, that any agreements that, in accordance with their terms, are to become effective prior to the Closing Date, shall be effective to the extent provided therein. Each Party shall take all action necessary to cause the Escrow Agent to take all action required under the Closing Escrow Agreement to be taken by the Escrow Agent on such Party's behalf.