Common use of Actions at Closing Clause in Contracts

Actions at Closing. At the Closing, the following actions will take place: (a) Buyer will pay to Seller the Purchase Price as described in Section 1.2 of this Agreement by delivery of (i) the appropriate cash or cash equivalent, (ii) stock certificates evidencing the Initial Stock Payment, and (iii) the Note. (b) Seller will tender to the Company certificates and any other documents evidencing 100% of Seller’s ownership in ATI. (c) ATI will deliver to Buyer copies of necessary resolutions of the Board of Directors of ATI authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for ATI’s execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of ATI as being valid and in full force and effect. (d) Buyer will deliver to Seller copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer’s execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (e) Each of ATI and the Company will deliver to the other party true and complete copies of each party’s Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party’s jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (f) Each party to the Employment Agreement shall have executed and delivered to the other parties the Employment Agreement. (g) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and affect the sale, assignment, transfer and delivery of the ATI Stock to the Buyer.

Actions at Closing. At the Closing, the following actions will take place: (a) Buyer will pay to Seller the Cash Payment and Stock Payment of the Purchase Price as pursuant to the distribution described in Section 1.2 of this Agreement by delivery of (i) the appropriate amount of cash or cash equivalentequivalent which will be deposited in a single account designated by Seller in a writing delivered to the Buyer prior to the Closing, and (ii) stock certificates evidencing the Initial Stock Payment, and (iii) the Note. (b) Seller PVS will tender to the Company certificates and any other documents evidencing 100% of Seller’s ownership in ATIthe PVS Stock. (c) ATI PVS will deliver to Buyer copies of necessary resolutions of the Board of Directors of ATI PVS authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for ATI’s PVS' execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of ATI PVS as being valid and in full force and effect. (d) Buyer will deliver to Seller PVS copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer’s 's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (e) Each of ATI and the Company PVS will deliver to the other party Buyer true and complete copies of each party’s PVS' Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party’s PVS' jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (f) Each party to the Employment Agreement shall have executed and delivered to the other parties the Employment Agreement. (g) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and affect the sale, assignment, transfer and delivery of the ATI Stock to the Buyer.

Actions at Closing. At the Closing, the following actions will take place: (a) Buyer will pay to Seller the Purchase Price as described provided in Section 1.2 of this Agreement by delivery of (i) the appropriate cash or cash equivalent, (ii) a stock certificates certificate evidencing the Initial Stock Payment, and (iii) the Note. (b) Seller will tender to the Company certificates and any other documents (including all historical records up to the Closing Date) evidencing 100% of Seller’s ownership in ATIthe Capaciti Stock. (c) ATI Seller will deliver to Buyer copies of necessary resolutions of the Board of Directors of ATI Seller authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for ATI’s execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of ATI Seller as being valid and in full force and effect. (d) Buyer will deliver to Seller copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer’s execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (e) Each of ATI and the Company Capaciti will deliver to the other party Buyer true and complete copies of each party’s Capaciti's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party’s Capaciti's jurisdiction of incorporation, which certificates Certificates of Incorporation and certificates Certificate of good standing Good Standing are dated not more than 30 days prior to the Closing Date. (fg) Each party Delivery of appropriate resignations, appointments acceptances and resolutions relating to the Employment Agreement shall have executed and delivered to the other parties the Employment Capaciti Board of Directors as contemplated in Section 2.2 of this Agreement. (gh) Any Delivery of any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and affect effect the sale, assignment, transfer and delivery of the ATI Capaciti Stock by Seller to the Buyer.

Actions at Closing. At the Closing, the following actions will take place: (a) Buyer will pay deliver to Seller each of the Purchase Price as described in Plan B Shareholders their respective shares of the cash consideration payable pursuant to Section 1.2 and a certificate representing their respective shares of this Agreement by delivery of (i) the appropriate cash or cash equivalent, (ii) stock certificates evidencing the Initial Stock Payment, and (iii) the NoteBuyer’s Common Stock. (b) Seller will tender to The Parties shall execute and deliver for filing the Company certificates and any other documents evidencing 100% Certificate of Seller’s ownership in ATIMerger upon the Closing. (c) ATI Plan B will deliver to Buyer copies of necessary resolutions of the Board of Directors of ATI Plan B authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for ATI’s execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of ATI Plan B as being valid and in full force and effect. (d) Buyer will deliver to Seller Plan B copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer’s execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (e) Each of ATI and the Company Plan B will deliver to the other party Buyer true and complete copies of each partyPlan B’s Certificate Articles of Incorporation Organization and a Certificate of Good Standing from the appropriate official Secretary of each party’s jurisdiction State of incorporationits state of domicile, which certificates articles and certificates certificate of good standing are dated not more than 30 thirty (30) days prior to the Closing Date. (f) Each party to the Employment Agreement shall have executed and delivered to the other parties the Employment Agreement. (g) Any Delivery of any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and affect effect the sale, assignment, transfer and delivery of the ATI Stock to the BuyerMerger.

Actions at Closing. At the Closing, the following actions will take place: (a) Buyer will pay deliver to Seller the Purchase Price Member a certificate representing the Stock Consideration as described in Section 1.2 of this Agreement by delivery of (i) set forth on the appropriate cash or cash equivalent, (ii) stock certificates evidencing the Initial Stock Payment, and (iii) the Noteattached Schedule 4.2. (b) Seller will tender to The Parties shall execute and deliver for filing the Company certificates Certificate of Merger for Texas and any other documents evidencing 100% of Seller’s ownership in ATINevada upon the Closing. (c) ATI Seller will deliver to Buyer copies of necessary resolutions of the Board Member of Directors of ATI the Seller authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for ATI’s execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer or other authorized person of ATI the Seller as being valid and in full force and effect. (d) Buyer will deliver to Seller copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer’s execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (e) Each of ATI and the Company Seller will deliver to the other party Buyer true and complete copies of each partySeller’s Certificate of Incorporation Organization, operating agreement and a Certificate of Good Standing from the appropriate official Secretary of each party’s jurisdiction State of incorporationits state of domicile, which certificates articles and certificates certificate of good standing are dated not more than 30 five (5) days prior to the Closing Date. (f) Each party to the Employment Agreement shall have executed and delivered to the other parties the Employment Agreement. (g) Any Delivery of any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and affect effect the sale, assignment, transfer and delivery Merger. (g) the Member will deliver to the Company a written assignment representing 100% of the ATI Stock membership interest of the Seller,. (h) Buyer will deliver to Xxxx Xxxxxx all such documents as are necessary to secure her employment as an at-will employee of the Buyer, together with all benefits appertaining to such employment, as specified in Exhibit D, as of the Effective Date.

Actions at Closing. At the Closing, the following actions will take place: (a) Buyer will pay to Seller the Purchase Price as described provided in Section 1.2 1.5 of this Agreement by delivery of (i) cash in the appropriate cash or cash equivalentamount of the Cash Payment which will be deposited in a single account designated by Seller in writing delivered to Buyer prior to the Closing, and (ii) stock certificates evidencing the Initial Stock Payment, and (iii) the an executed Note. (b) Seller will tender deliver to the Company certificates and any other documents evidencing 100% an executed Xxxx of Seller’s ownership Sale in ATI.the form attached as Exhibit D. (c) ATI MDE will deliver to Buyer copies of necessary resolutions of the Board of Directors Managers of ATI MDE authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for ATI’s execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of ATI MDE as being valid and in full force and effect. (d) Buyer will deliver to Seller MDE copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer’s execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (e) Each of ATI and the Company MDE will deliver to the other party Buyer true and complete copies of each partyMDE’s Certificate Articles of Incorporation Organization and a Certificate of Good Standing from the appropriate official Secretary of each party’s jurisdiction State of incorporationNevada, which certificates certificate and certificates certificate of good standing are dated not more than 30 days prior to the Closing Date. (f) Each party to the Employment Agreement shall have executed and delivered to the other parties the Employment Agreement. (g) Any Delivery of any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and affect effect the sale, assignment, transfer and delivery of the ATI Stock Assets to the Buyer.

Actions at Closing. At the Closing, the following actions will take place: (a) Buyer will pay deliver to Seller the Purchase Price as described in Section 1.2 PWT Shareholder a certificate representing 10,000 shares of this Agreement by delivery of (i) the appropriate cash or cash equivalent, (ii) stock certificates evidencing the Initial Stock Payment, and (iii) the NoteBuyer’s Series B Preferred Stock. (b) Seller PWT Shareholder will tender deliver the Shares either (i) endorsed for transfer to the Company certificates and any other documents evidencing 100% of Seller’s ownership in ATIBuyer or (ii) accompanied by an executed stock power sufficient to transfer such Shares to the Buyer. (c) ATI PWT will deliver to Buyer copies of necessary resolutions of the Board of Directors of ATI PWT authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for ATI’s execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of ATI PWT as being valid and in full force and effect. (d) Buyer will deliver to Seller PWT copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer’s execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (e) Each of ATI and the Company PWT will deliver to the other party Buyer true and complete copies of each partyPWT’s Certificate Articles of Incorporation and a Certificate of Good Standing from the appropriate official Secretary of each party’s jurisdiction State of incorporationits state of domicile, which certificates articles and certificates certificate of good standing are dated not more than 30 thirty (30) days prior to the Closing Date. (f) Each party PWT will appoint two members designated by Buyer to the Employment Agreement shall have executed and delivered to the other parties the Employment AgreementPWT Board of Directors. (g) Any Delivery of any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and affect effect the sale, assignment, transfer and delivery of the ATI Stock to the Buyertransactions contemplated by this Agreement.

Actions at Closing. At the Closing, the following actions will take place: (a) Buyer will pay deliver to Seller Xxxxxxx Xxxxxxxx a certificate representing the Purchase Price Stock Consideration as described in Section 1.2 of this Agreement by delivery of (i) set forth on the appropriate cash or cash equivalent, (ii) stock certificates evidencing the Initial Stock Payment, and (iii) the Noteattached Schedule 4.2. (b) Seller will tender to The Parties shall execute and deliver for filing the Company certificates and any other documents evidencing 100% Certificate of Seller’s ownership in ATIMerger upon the Closing. (c) ATI Parscale will deliver to Buyer copies of necessary resolutions of the Board of Directors of ATI Parscale authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for ATI’s execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of ATI Parscale as being valid and in full force and effect. (d) Buyer will deliver to Seller Parscale copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer’s execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (e) Each of ATI and the Company Parscale will deliver to the other party Buyer true and complete copies of each partyParscale’s Certificate of Incorporation Incorporation, Bylaws, and a Certificate of Good Standing from the appropriate official Secretary of each party’s jurisdiction State of incorporationits state of domicile, which certificates articles and certificates certificate of good standing are dated not more than 30 five (5) days prior to the Closing Date. (f) Each party to the Employment Agreement shall have executed and delivered to the other parties the Employment Agreement. (g) Any Delivery of any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and affect effect the sale, assignment, transfer and delivery Merger. (e) Xxxxxxx Xxxxxxxx will deliver to the Company a stock certificate for 100 shares of the ATI Common Stock to of Parscale representing all of the Buyerissued and outstanding common stock of the Parscale, along with an appropriately endorsed stock power.