Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:
(a) Seller shall execute, acknowledge and deliver to Buyer
(i) an Assignment, Bxxx of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and
(ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);
(b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units;
(c) Seller shall deliver to Buyer possession of the Assets;
(d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time;
(e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets;
(f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”);
(g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and
(h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.
Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing:
(a) Seller shall deliver to Buyer:
(i) stock certificates representing the Shares, dully endorsed in blank or accompanied by stock powers in proper form for transfer, with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof;
(ii) a lock-up agreement in the form of Exhibit 2.5(a)(ii), duly executed by Seller (the “Lock-up Agreement”);
(iii) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment Agreement”);
(iv) an employment agreement in the form reasonably acceptable to Xxxx Xxxx and Buyer, duly executed by Xxxx Xxxx (the “Xxxx Xxxx Employment Agreement”);
(v) an employment agreement in the form reasonably acceptable to Xxxxxx Xxxxxx and Buyer, duly executed by Xxxxxx Xxxxxx (the “Xxxxxx Xxxxxx Employment Agreement” and together with the Xxxxxx Xxxxxx Employment Agreement and Xxxx Xxxx Employment Agreement, the “Employment Agreements”);
(vi) an assignment agreement in the form reasonably acceptable to Seller and Buyer, assigning all of those certain non-disclosure agreements set forth on the schedule attached thereto, duly executed by Seller and the Company;
(vii) written resignation letters of all officers and directors of the Company, and of members of all the boards committees, in the form of Exhibit 2.5(a)(vii), duly executed by such directors and officers;
(viii) a certificate executed by Seller and the Company as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.2;
(ix) a certificate of the Secretary of each of the Seller and the Company certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller and the Company, certifying and attaching all requisite resolutions or actions of Seller’s and the Company’s board of directors and shareholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated herein and certifying to the incumbency and signatures of the officers of Seller and the Com...
Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:
Closing Obligations. At the Closing:
(a) Seller will deliver to Buyer:
(i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer;
(ii) a certificate executed by Xxxxxxxxx representing and warranting to Buyer that each of Xxxxxxxxx'x representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Schedule that were delivered by Xxxxxxxxx to Buyer prior to the Closing Date in accordance with Section 5.5); and
(b) Buyer will deliver:
(i) to Seller, by bank cashier's or certified check payable to the order of, or by wire transfer to accounts specified by the Seller, the amount set forth on Schedule A attached hereto;
(ii) to the Escrow Agent by bank cashier's or certified check or by wire transfer $1,750,000 pursuant to the Escrow Agreement referred to in Section 7.4(c); and
(iii) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date.
Closing Obligations. (a) At the Closing, the following deliveries will be made to Buyer:
(i) an assignment of the IDE Membership Interests, duly executed by IRG, free and clear of all Encumbrances;
(ii) an assignment of the IRG Membership Interests, duly executed by IESG, free and clear of all Encumbrances;
(iii) an assignment of all right, title and interest of Insignia IP in the DE Marks, in the form of Exhibit C, duly executed by Insignia IP, free and clear of all Encumbrances, which assignment will be duly acknowledged by a notary public;
(iv) an assignment of all right, title and interest of the Companies in the DE Domain Names, duly executed by Insignia IP, free and clear of all Encumbrances;
(v) the Support Services Agreement in the form of Exhibit D hereto, duly executed by IESG;
(vi) a termination of the existing license agreements with respect to the DE Marks between Insignia IP and each of IDE and IRG;
(vii) the Lien Releases;
(viii) an agreement, in the form of Exhibit K hereto, pursuant to which CBRE shall agree to be bound by the provisions of Section 2.8 hereof, duly executed by CBRE; and
(ix) the additional documents referred to in Section 7.3. The documents referenced in this Section 2.4(a) and Section 7.3 are collectively referred to as the "Seller Parties' Closing Documents."
(b) At the Closing, Buyer will deliver to the Seller Parties:
(i) the Closing Amount;
(ii) the Support Services Agreement, duly executed by Buyer and IRG;
(iii) the Lender Subordination Agreement, duly executed by the parties thereto (other than the Seller Parties); and
(iv) the additional documents referred to in Section 8.3. The documents referenced in this Section 2.4(b) and Section 8.3 are collectively referred to as "Buyer's Closing Documents."
Closing Obligations. At the Closing:
Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:
Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing:
Closing Obligations. On or before the Closing Date, Owner and Optionee will deposit the following documents and funds in escrow, and the Title Company will close escrow in accordance with the instructions of Owner, Optionee, and the Funding Entities.
7.2.1 Owner will deposit the following:
(1) The conveyance documents described in Section 8, duly executed and acknowledged;
(2) A duly executed affidavit certifying that Owner is not a foreign person, trust, partnership, or corporation in compliance with the requirements of IRC §1445(b);
(3) Original counterparts or legible photocopies of all documents, feasibility studies, surveys, engineering reports, and other items of a similar nature in the possession of Owner that relate to the Easement Property;
(4) Such documents as Optionee or the Title Company may require to evidence the authority of Owner to consummate this transaction; and
(5) Such other documents and funds, including (without limitation) escrow instructions that are required of Owner to close the sale in accordance with this Option Agreement.
7.2.2 Optionee will deposit the following:
(1) The cash payment specified in Section 3, minus any credits due Optionee under the terms of this Option Agreement;
(2) Any documents that Owner or the Title Company may require to evidence the authority of Optionee to consummate the transaction contemplated; and
(3) Any other documents and funds, including (without limitation) escrow instructions that are required of Optionee to close the sale and purchase of the Conservation Easement in accordance with this Option Agreement.
Closing Obligations. At Closing, the Buyer and the Seller shall take the following actions, in addition to such other actions as may otherwise be required under this Agreement:
