Closing and Further Acts Sample Clauses

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 Xxxxxxx will tender to CLMI certificates and any other documents evidencing 100% of Xxxxx' and Xxxxxxx'x ownership in Wood Ranch, and CLMI will deliver to Xxxxx a stock certificate evidencing 375,000 shares of the Common Stock of CLMI and will deliver to Xxxxxxx a stock certificate evidencing 500,000 shares of the Common Stock of CLMI being issued to Xxxxx and Xxxxxxx 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 (the "Closing Date"). At the Closing, Xxxxxxx will tender to CLMI certificates and any other documents evidencing 100% of Xxxxxxx'x ownership in KidVision, and CLMI will deliver to Xxxxxxx a stock certificate evidencing a total of 500,000 shares of the Common Stock, par value $.001 per share, of CLMI being issued to Xxxxxxx 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 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 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; Further Acts The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

  • Cooperation and Further Assurances Each party will cooperate with the other in fulfilling its obligations under this Plan and will provide such information and documentation as is reasonably requested by the other in carrying out the 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.

  • Further Acts, etc Mortgagor will, at the cost of Mortgagor, and without expense to Mortgagee, do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignment, Uniform Commercial Code financing statements or continuation statements, transfers and assurances as Mortgagee shall, from time to time, reasonably require, for the better assuring, conveying, assigning, transferring, and confirming unto Mortgagee the property and rights hereby mortgaged, given, granted, bargained, sold, alienated, enfeoffed, conveyed, confirmed, warranted, pledged, assigned and hypothecated (including, without limitation, the assignment of leases and rents contained in Section 8 hereof) or intended now or hereafter so to be, or which Mortgagor may be or may hereafter become bound to convey or assign to Mortgagee, or for carrying out the intention or facilitating the performance of the terms of this Mortgage or for filing, registering or recording this Mortgage. Mortgagor, on demand, will execute and deliver and, Mortgagor hereby authorizes Mortgagee to execute in the name of Mortgagor or without the signature of Mortgagor to the extent Mortgagee may lawfully do so, one or more financing statements, chattel mortgages or other instruments, to evidence more effectively the security interest of Mortgagee in the Mortgaged Property. Notwithstanding anything to the contrary contained herein, Mortgagor shall not be obligated to execute, deliver, file or record any additional documents which increase Mortgagor's obligations under this Mortgage or the Relevant Documents. Mortgagor grants to Mortgagee an irrevocable power of attorney coupled with an interest for the purpose of exercising the rights provided for in Section 19 and this Section 20.

  • Necessary Acts, Further Assurances The Parties shall at their own cost and expense execute and deliver any further documents and shall take such other actions as may be reasonably required or appropriate to carry out the intent and purposes of this Agreement.

  • 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 (a) Subject to the terms and conditions of this Agreement, each of the Acquiring Companies and Seller will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. Seller and the Acquiring Companies each agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and to vest in Buyer good and marketable title to the Purchased Assets and to prevent Buyer from having any obligation or responsibility with respect to the liabilities of Seller other than Assumed Liabilities. (b) Seller hereby constitutes and appoints, effective as of the Closing Date, Buyer and its successors and assigns as the true and lawful attorney of such Seller with full power of substitution in the name of Buyer or in the name of such Seller, but for the benefit of Buyer (i) to collect for the account of Buyer any items of Purchased Assets and (ii) to institute and prosecute all proceedings which Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets; provided that Buyer will be responsible for any new liabilities of Seller that result from such actions and Buyer will indemnify and hold harmless Seller from any such liabilities and from any other Losses arising out of or related to actions of Buyer under this paragraph. Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.

  • Waivers and Further Agreements Any waiver of any terms or conditions of this Agreement shall not operate as a waiver of any other breach of such terms or conditions or any other term or condition, nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof; provided, however, that no such written waiver, unless it, by its own terms, explicitly provides to the contrary, shall be construed to effect a continuing waiver of the provision being waived and no such waiver in any instance shall constitute a waiver in any other instance or for any other purpose or impair the right of the party against whom such waiver is claimed in all other instances or for all other purposes to require full compliance with such provision. Each of the parties hereto agrees to execute all such further instruments and documents and to take all such further action as the other party may reasonably require in order to effectuate the terms and purposes of this Agreement.

  • Further Acts Each party agrees to perform any further acts and execute and deliver any further documents that may be reasonably necessary to carry out the provisions and intent of this Agreement.

  • Necessary Further Actions If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Company and Merger Sub as of immediately prior to the Effective Time will take all such lawful and necessary action.

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