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. At the Closing:
(a) Sellers or the Company, as applicable, will deliver or cause to be delivered to Buyer:
(i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer;
(ii) the Consulting Agreements executed by Xxxxx X. Xxxxxx in the form attached hereto as EXHIBIT 2.4(a) (the "Consulting -------------- Agreement");]
(iii) separate Employment Agreements for Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx and in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) (the "Employment Agreements");] -----------
(iv) a certificate executed by Sellers and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) each of Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date (the "Sellers' Closing Certificate");
(v) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and
(vi) separate Non-Competition Agreements executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, and X.X. Xxxxxxxx in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and
(vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions.
(b) Buyer will deliver to each Seller (or to such other Persons designated below)...
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) Sellers will deliver to Buyer:
(i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers or equivalent documents), with signatures for transfer to Buyer;
(ii) an executed version of the Shareholders Agreement attached hereto and made a part hereof as Exhibit 3 (the Shareholder's Agreement");
(iii) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' 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 Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5.; and
(v) a resolution of the Company authorizing transfer of Shares to Buyer.
(b) Buyer will deliver to Sellers:
(i) the Purchase Price;
(ii) an executed version of the Shareholders Agreement;
(iii) a legal transfer of all assets and liabilities not connected to Getik, (including but not limited to the right to use the name "Athelea" and all financial rights and obligations) back to Sellers and
(iv) 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. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing:
(a) Seller or Xxxxxx, as applicable, shall deliver to Purchaser:
(i) a xxxx of sale executed by Seller for all of the Purchased Assets that are personal property in substantially the same form as Exhibit 2.6(a)(i) (the “Xxxx of Sale”);
(ii) a xxxx of sale or other assignment instrument executed by Xxxxxx for the Xxxxxx Contributions;
(iii) a trademark assignment for each of the Seller’s Trademarks in substantially the same form as Exhibit 2.6(a)(iii) (the “Trademark Assignment”);
(iv) one or more assignment and assumption agreements executed by Seller for each of the Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 (the “Assignment and Assumption Agreements”);
(v) each of the Consents identified on Schedule 4.3 as a required Consent;
(vi) titles to the motor vehicles included in the Purchased Assets, duly endorsed by Seller in favor of Purchaser;
(vii) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and executed by Seller or Xxxxxx, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or Xxxxxx by virtue of work performed by such contractors;
(viii) a certificate executed on behalf of Seller and Xxxxxx as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing 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 in accordance with Section 8.2; and
(ix) the Non-Competition and Employment Agreements described in Section 8.4.
(b) Purchaser shall deliver to Seller or Xxxxxx, as the case may be:
(i) that portion of the Purchase Price described in Section 3.1(a);
(ii) the Notes;
(iii) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses executed by Purchaser; and
(iv) a certificate executed by Purchaser as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 9.1 and as to its compliance with and performance of its covenants and...
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:
