Closing and Further Acts Sample Clauses

Closing and Further Acts. The Closing of the purchase and sale of the Assets will occur upon the satisfaction or waiver of the conditions set forth in Section 7 of this Agreement, but no later than February 28, 2011 unless Sellers and Buyer mutually agree in writing to extend the Closing Date. At the Closing, Sellers shall deliver to Buyer such bills of sale, deeds, assignments and other instruments of sale, conveyance, assignment and transfer as are sufficient in the opinion of Buyer and its counsel to vest in Buyer and its successors or assigns the absolute, legal and equitable title to the Acquired Assets. At the Closing, Buyer shall deliver to Sellers the cash portion of the Purchase Price by wire transfer or cashiers check, and the original stock certificates associated with the stock portion of the Purchase Price. The allocation of said deliveries by the Buyer among the Sellers at the Closing is governed by Section 3 of this Agreement. At the Closing, the Sellers will deliver to the Buyer the following items: (i) assignments in recordable form of all of Sellers’ right, title and interest in and to the Mineral Leases signed by both Sellers or each respective Seller, as appropriate, effective on the Closing Date, (ii) the executed Xxxx of Sale in the form of Appendix A to this Agreement, signed by both of the Sellers, and (iii) all books, records, leases, assignments, geological reports and other documents relating in any way to the Acquired Assets. All parties to this Agreement hereby agree to execute all other documents and take all other actions which are reasonably necessary or appropriate in order to effect all of the transactions contemplated by this Agreement. In the event that an Authorization for Expenditures (“AFE’s”) or a Joint Interest Billing (“JIB”) for the Acquired Assets is received and requires payment prior to the Closing Date, Sellers will provide notice in writing to Buyer within three (3) days of their receipt of the AFE or JIB and Sellers covenant to pay the AFE and JIB promptly. Buyer will reimburse Sellers for such payments at the Closing.
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Closing and Further Acts. The closing of the exchange (the "Closing") will occur as soon practicable after the execution of this Agreement by all parties hereto, but not later than July 1, 1999 (the "Closing Date"). At the Closing, Xxxxx and Xxxxxx-Xxxxx will tender to CLMI certificates and any other documents evidencing 100% of Xxxxx' and Xxxxxx-Xxxxx'x ownership in Polygonal, and CLMI will deliver to Xxxxx and Xxxxxx-Xxxxx each a stock certificate evidencing 300,000 shares of the Common Stock, par value $.001 per share, of CLMI being issued to Xxxxx and Xxxxxx-Xxxxx pursuant to this Agreement. All parties to this Agreement hereby agree to execute all other documents and take all other action which are reasonably necessary or appropriate in order to effect all of the transactions contemplated by this Agreement.
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Closing and Further Acts. The closing of the exchange (the "Closing") will occur as soon practicable after the execution of this Agreement by all parties hereto, but not later than July 1, 1999 ("Closing Date"). At the Closing, Xxxxx will tender to CLMI certificates and any other documents evidencing 100% of Xxxxx'x ownership in EKO, and CLMI will deliver to Xxxxx a stock certificate evidencing 5,000 shares of the Common Stock, par value $.001 per share, of CLMI being issued to Xxxxx pursuant to this Agreement. All parties to this Agreement hereby agree to execute all other documents and take all other action which are reasonably necessary or appropriate in order to effect all of the transactions contemplated by this Agreement.
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Closing and Further Acts. The Closing of the exchange will occur upon the satisfaction or waiver of the conditions set forth in Section 7 of this Agreement, but no later than August 15, 2003. At the Closing Seller shall deliver to Buyer such bills of sale, deeds, assignments and other instruments of sale, conveyance, assignment and transfer as are sufficient in the opinion of Buyer and its counsel to vest in Buyer and its successors or assigns the absolute, legal and equitable title to the Patents. Buyer shall deliver to Seller stock certificates representing a total of Seventy Million (70,000,000) shares of Buyer's Common), which may then be distributed in kind in liquidation and the winding down of Seller among its shareholders on a pro rata basis if an exemption from Registration is available therefore. All parties to this Agreement hereby agree to execute all other documents and take all other actions which are reasonably necessary or appropriate in order to effect all of the transactions contemplated by this Agreement.
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Closing and Further Acts. The closing of the exchange (the "Closing") will occur upon the satisfaction or waiver of the conditions set forth in Section 9 of this Agreement, but no later than July 1, 1999. At the Closing ZOI shall deliver to CLMI such bills of sale, deeds, assignments and other instruments of sale, conveyance, assignment and transfer as are sufficient in the opinion of CLMI and its counsel to vest in CLMI and its successors or assigns the absolute, legal and equitable title to all of the Acquired Assets. CLMI shall deliver to ZOI stock certificates representing a total of two hundred and twenty thousand (220,000) shares of CLMI Common Stock (which, when issued, will equal approximately 3.14% of the total number of shares of CLMI's Common Stock issued and outstanding on the date of such issuance), which will then be distributed by ZOI to Xxxxx. Upon the Closing, or as soon as permissible in accordance with Section 14f of the Securities Exchange Act of 1934, as amended, whichever occurs later, Xxxxxx X. Xxxxxx will resign as an officer and director of CLMI, and will appoint new directors as designated by Xxxxx to fill the vacancies on CLMI's Board of Directors. Upon the Closing, Xxxxxxxxxx and Xxxxxx will each tender to CLMI for redemption and cancellation 1,850,000 shares of CLMI Common Stock which they currently own. All parties to this Agreement hereby agree to execute all other documents and take all other action which are reasonably necessary or appropriate in order to effect all of the transactions contemplated by this Agreement.
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Closing and Further Acts. The closing of the exchange (the "Closing") will occur as soon practicable after the execution of this Agreement by all parties hereto, but not later than July 1, 1999 (the "Closing Date"). At the Closing, Schklair will tender to CLMI certificates and any other documents evidencing 100% of Schklair's ownership in QA, and CLMI will deliver to Schklair a stock certificate evidencing 850,000 shares of the Common Stock, par value $.01 per share, of CLMI being issued to Schklair pursuant to this Agreement. All parties to this Agreement hereby agree to execute all other documents and take all other action which are reasonably necessary or appropriate in order to effect all of the transactions contemplated by this Agreement.
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Closing and Further Acts. The closing of the exchange (the "Closing") will occur upon the satisfaction or waiver of the conditions set forth in Section 7 of this Agreement, but no later than June 30, 1999. At the Closing, the ZOI Shareholders will tender to CLMI certificates and any other documents evidencing 100% of the ZOI Shareholders' ownership in ZOI, and CLMI will deliver to the ZOI Shareholders stock certificates evidencing 6,000,000 shares of the Common Stock, par value $.001 per share, of CLMI being issued to the ZOI Shareholders pursuant to this Agreement, allocated among them as indicated in Exhibit A to this Agreement. Upon the closing, Xxxxxx X. Xxxxxx will resign as an officer and director of CLMI and ZOI will appoint the new officers and directors of CLMI. Upon the Closing, Xxxxxxxxxx and Xxxxxx will each tender to CLMI for redemption and cancellation 1,900,000 shares of CLMI Common Stock which they currently own. CLMI will deliver to ZOI all of its books, records and bank accounts at the Closing. All parties to this Agreement hereby agree to execute all other documents and take all other action which are reasonably necessary or appropriate in order to effect all of the transactions contemplated by this Agreement.
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Closing and Further Acts 
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Related to Closing and Further Acts

  • Cooperation and Further Assurances Each party will cooperate with the other in fulfilling its obligations under this Acquisition Plan and will provide such information and documentation as is reasonably requested by the other in carrying out this Acquisition Plan?s terms. Each party will provide such further assurances concerning the performance of its obligations hereunder and execute all documents for or in connection with the consummation of the Acquisition as, with respect to such assurances or documents, the other shall deem necessary or appropriate.

  • Best Efforts and Further Assurances Each of the parties to this Agreement shall use its best efforts to effectuate the transactions contemplated hereby and to fulfill and cause to be fulfilled the conditions to closing under this Agreement. Each party hereto, at the reasonable request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby.

  • Further Acts, etc Borrower will, at the cost of Borrower, and without expense to Lender, do, execute, acknowledge and deliver all and every further acts, deeds, conveyances, deeds of trust, mortgages, assignments, security agreements, control agreements, notices of assignments, transfers and assurances as Lender shall, from time to time, reasonably require, for the better assuring, conveying, assigning, transferring, and confirming unto Lender the property and rights hereby mortgaged, deeded, granted, bargained, sold, conveyed, confirmed, pledged, assigned, warranted and transferred or intended now or hereafter so to be, or which Borrower may be or may hereafter become bound to convey or assign to Lender, or for carrying out the intention or facilitating the performance of the terms of this Agreement or for filing, registering or recording the Mortgage, or for complying with all Legal Requirements. Borrower, on demand, will execute and deliver, and in the event it shall fail to so execute and deliver, hereby authorizes Lender to execute in the name of Borrower or without the signature of Borrower to the extent Lender may lawfully do so, one or more financing statements and financing statement amendments to evidence more effectively, perfect and maintain the priority of the security interest of Lender in the Property. Borrower grants to Lender an irrevocable power of attorney coupled with an interest for the purpose of exercising and perfecting any and all rights and remedies available to Lender at law and in equity, including without limitation, such rights and remedies available to Lender pursuant to this Section 17.3.

  • Additional Documents and Further Assurances Each party hereto, at the request of the other party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby.

  • Supplements; Further Assurances Each Pledgor shall take such further actions, and execute and/or deliver to the Collateral Agent such additional financing statements, amendments, assignments, agreements, supplements, powers and instruments, as the Collateral Agent may in its reasonable judgment deem necessary or appropriate in order to create, perfect, preserve and protect the security interest in the Pledged Collateral as provided herein and the rights and interests granted to the Collateral Agent hereunder, to carry into effect the purposes hereof or better to assure and confirm the validity, enforceability and priority of the Collateral Agent’s security interest in the Pledged Collateral or permit the Collateral Agent to exercise and enforce its rights, powers and remedies hereunder with respect to any Pledged Collateral, including the filing of financing statements, continuation statements and other documents (including this Agreement) under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form and substance reasonably satisfactory to the Collateral Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by law to perfect, continue and maintain the validity, enforceability and priority of the security interest in the Pledged Collateral as provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties, with respect to the Pledged Collateral. Without limiting the generality of the foregoing, each Pledgor shall make, execute, endorse, acknowledge, file or refile and/or deliver to the Collateral Agent from time to time upon reasonable request by the Collateral Agent such lists, schedules, descriptions and designations of the Pledged Collateral, copies of warehouse receipts, receipts in the nature of warehouse receipts, bills of lading, documents of title, vouchers, invoices, schedules, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments as the Collateral Agent shall reasonably request. If an Event of Default has occurred and is continuing, the Collateral Agent may institute and maintain, in its own name or in the name of any Pledgor, such suits and proceedings as the Collateral Agent may be advised by counsel shall be necessary or expedient to prevent any impairment of the security interest in or the perfection thereof in the Pledged Collateral. All of the foregoing shall be at the sole cost and expense of the Pledgors.

  • Best Efforts; Further Assurances Subject to the terms and conditions of this Agreement, each party shall use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary or desirable under applicable laws, to consummate and implement expeditiously the transaction contemplated by this Agreement. The parties hereto shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transaction contemplated by this Agreement.

  • Financing Statements and Further Assurances The Trust will file all necessary financing statements, assignments or other instruments, and any amendments or continuation statements relating thereto, necessary to be kept and filed in such manner and in such places as may be required by law to preserve and protect fully the lien and security interest in, and all rights of the Collateral Agent with respect to the Collateral, and the Trust shall, upon the request of Financial Security, from time to time, execute and deliver and, if necessary, file such further instruments and take such further action as may be reasonably necessary to effectuate the provisions of this Agreement or to protect the security interest of the Collateral Agent in the Collateral.

  • Financing Statements; Further Assurances Borrower hereby irrevocably authorizes Lender at any time and from time to time to file any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as Lender may determine, in its sole discretion, are necessary or advisable to perfect the security interests granted to Lender in connection herewith. Such financing statements may describe the collateral in the same manner as described in any security agreement or pledge agreement entered into by the parties in connection herewith or may contain an indication or description of collateral that describes such property in any other manner as Lender may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to Lender in connection herewith, including, without limitation, describing such property as “all assets” or “all personal property” of Borrower whether now owned or hereafter acquired. From time to time, at the expense of Borrower, Borrower shall promptly execute and deliver all further instruments, and take all further action, that Lender may reasonably request, in order to continue the perfection and protection of the pledge and security interest granted or purported to be granted hereby.

  • Further Assurances; Post-Closing Cooperation At any time or from time to time after the Closing, the parties shall execute and deliver to the other party such other documents and instruments, provide such materials and information and take such other actions as the other party may reasonably request to consummate the transactions contemplated by this Agreement and otherwise to cause the other party to fulfill its obligations under this Agreement and the transactions contemplated hereby. Each party agrees to use commercially reasonable efforts to cause the conditions to its obligations to consummate the Merger to be satisfied.

  • Additional Documents; Further Assurances Borrowers and Guarantor covenant and agrees to execute and deliver to Lender, or to cause to be executed and delivered to Lender contemporaneously herewith, at the sole cost and expense of Borrowers, all documents, agreements, statements, resolutions, certificates, consents and information as Lender may require in connection with the matters or actions described herein. Borrowers and Guarantor further covenant and agree to execute and deliver to Lender or to cause to be executed and delivered at the sole cost and expense of Borrowers, from time to time, any and all other documents, agreements, statements, certificates and information as Lender shall reasonably request to evidence or effect the terms hereof, the Loan Agreement, as amended, or any of the other Loan Documents, or to enforce or to protect Lender’s interest in the Collateral. All such documents, agreements, statements, etc., shall be in form and content acceptable to Lender in its reasonable sole discretion.

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