Conduct of Closing Sample Clauses

Conduct of Closing. (a) At or prior to the Closing, Seller shall deliver, or cause to be delivered, to Purchaser: (i) The original certificates representing the Acquired Interests duly endorsed for transfer by Seller (or, if applicable, the Subsidiary Transferors) to Purchaser or with appropriate powers with respect thereto duly endorsed by Seller (or, if applicable, such Subsidiary Transferors); provided, that if the Acquired Interests are not in certificated form, Seller shall deliver to Purchaser a duly executed assignment agreement or other instrument conveying such Acquired Interests to Purchaser in form and substance reasonably acceptable to Purchaser; (ii) Any other documents and certificates contemplated by Article 4 and Article 5 hereof to be delivered by or on behalf of Seller, including the certificate referred to in Section 5.2(e); and (iii) Any other Closing deliverables set forth in Appendix B-1. (b) At or prior to the Closing, Purchaser shall deliver to Seller: (i) The documents and certificates contemplated by Article 4 and Article 5 hereof to be delivered by or on behalf of Purchaser, including the certificate referred to in Section 5.3(d); and (ii) Any other Closing deliverables set forth in Appendix B-2.

Conduct of Closing. (a) At or prior to the Closing, Seller shall deliver, or cause to be delivered, to each Purchaser: (i) the original certificates representing such Purchaser’s Percentage Portion of the Acquired Interests duly endorsed for transfer by Seller (or, if applicable, the Subsidiary Transferors) to such Purchaser or with appropriate powers with respect thereto duly endorsed by Seller (or, if applicable, such Subsidiary Transferors); provided, that if the Acquired Interests are not in certificated form, Seller shall deliver to such Purchaser a duly executed assignment agreement or other instrument conveying such Acquired Interests to such Purchaser in form and substance reasonably acceptable to such Purchaser; (ii) any other documents and certificates contemplated by Article 4 and Article 5 hereof to be delivered by or on behalf of Seller, including the certificate referred to in Section 5.2(d); (iii) not less than ten (10) Business Days prior to its delivery of a Closing Notice, Seller shall deliver to the Purchasers (A) an updated Financial Model for the Wind Project, which shall be revised pursuant to Part I of Appendix B and which shall be used to determine the Purchase Price Adjustment; and (B) a detailed calculation of the proposed Purchase Price Adjustment. The Purchasers shall have a period of five (5) Business Days to review and confirm the updates to the Financial Model and the calculation of the Purchase Price Adjustment. If any Purchaser disapproves of such updates to the Financial Model and/or the calculation of the Purchase Price Adjustment, the parties shall have a further period of five (5) Business Days to negotiate same. In the event that the parties cannot agree on such updates to the Financial Model and/or calculation of the Purchase Price Adjustment (acting reasonably) following such five (5) Business Day period, (x) the parties shall resolve any dispute in accordance with the procedures set forth in Section 7.4 (which, for the avoidance of doubt, shall not delay the Closing Date) and (y) the amount in dispute shall be retained by the Purchaser(s) until the dispute is resolved as aforesaid. Subject to the foregoing, Seller shall deliver to Purchasers a signed direction containing the final determination of the Separate Purchase Price (less any disputed amount) for each Purchaser not less than five (5) Business Days prior to the Closing Date; and (iv) any other Closing deliverables set forth in Appendix B-1. (b) At or prior to the Closing, each ...

Conduct of Closing. (a) At or prior to the Closing, Executive shall deliver to Purchaser: (i) The original share certificates representing the Shares and the original certificate representing the Canterbury Warrant, all duly endorsed for transfer by the respective Shareholder or with appropriate stock powers with respect thereto duly endorsed by the respective Shareholder; (ii) The certificates required in Section 6.1 (a) and (b) hereof; (iii) The opinion of counsel referred to in Section 6.1(c); (iv) The Closing Certification duly executed by the Chief Executive Officer and Chief Financial Officer of Executive; (v) The Escrow Agreement duly executed by the Shareholder Representative, the Disbursement Agent and Executive; and (vi) Any other documents and certificates contemplated by Article 5 and Article 6 hereof to be delivered by or on behalf of Executive, the Shareholders or the stock option and warrant holders. (b) At or prior to the Closing, Purchaser shall deliver to the Shareholder Representative: (i) The certificates referred to in Section 6.2 (a) and (b) hereof; (ii) The opinion of counsel referred to in Section 6.2 (c); (iii) The Escrow Agreement duly executed by Purchaser; and (iv) Any other documents and certificates contemplated by Article 5 and Article 6 hereof. (c) At or prior to the Closing, the Purchaser shall deliver to the holders of the Funded Indebtedness the amount reflected in the pay-off statements or the functional equivalents thereof from such holders as necessary to pay such indebtedness in full. (d) At or prior to the Closing, the Purchaser shall deliver to the Escrow Agent the Escrow Funds. (e) At or prior to the Closing, the Purchaser shall deliver to the Disbursement Agent the Disbursement Fund.

Conduct of Closing. 5 1.7 Net Working Capital Determination.......................................... 6 1.8 Cash and Cash Equivalents Determination.................................... 8 1.9

Conduct of Closing. (a) At or prior to the Closing, Seller shall deliver, or cause to be delivered, to Purchaser: (i) the Financial Model for the Project Company; (ii) the original certificates representing the Acquired Interests duly endorsed for transfer by Seller (or, if applicable, the Subsidiary Transferors) to Purchaser or with appropriate powers with respect thereto duly endorsed by Seller (or, if applicable, such Subsidiary Transferors); provided, that if the Acquired Interests are not in certificated form, Seller shall deliver to Purchaser a duly executed assignment agreement or other instrument conveying such Acquired Interests to Purchaser in form and substance reasonably acceptable to Purchaser; (iii) any other documents and certificates contemplated by Article 5 hereof to be delivered by or on behalf of Seller; and (iv) any other Closing deliverables set forth in Appendix B-1. (b) At or prior to the Closing, Purchaser shall deliver to Seller: (i) the documents and certificates contemplated by Article 5 hereof to be delivered by or on behalf of Purchaser; and (ii) any other Closing deliverables set forth in Appendix B-2.

Conduct of Closing. Subject to the fulfillment of all of the conditions set forth in Sections 9.1 and 9.2 and the delivery of all certificates and opinions required thereby, except such conditions as may be waived by the parties, on the Closing Date the following documents, agreements and instruments shall be duly delivered: (i) payment of the Purchase Price provided for in Section 3.2.1; (ii) the opinions of Pepper, Xxxxxxxx & Xxxxxxx, counsel to Buyer and Xxxxxx, Halter and Xxxxxxxx counsel to Seller; (iii) the closing and good standing certificates referred to in Sections 9.1.1, 9.1.2, 9.2.1 and 9.2.2 hereof; (iv) all consents and approvals referred to in Section 9.1.6 hereof; (v) Xxxx of Sale for the Assets (other than vehicles, Real Property and certain Intellectual Property); (vi) Assignment and Assumption Agreement duly executed by Buyer and the Company; (vii)

Conduct of Closing. At the Closing, the Title Company, upon confirming that all funds, documents and other items required by Sections 3.6 – 3.10 of this Agreement have been deposited into escrow, shall: (i) disburse the remaining Purchase Price in accordance with the settlement sheets approved and executed by the parties; (ii) record the special warranty deed in the office of the Clerk and Recorder for Xxxxxxx County, Colorado; (iii) deliver the original bills of sale, assignments, tenant letters, documents and keys to Buyer; (iv) file the appropriate reporting documents in accordance with Section 3.12 of this Agreement; and (v) deliver copies of the executed Closing documents to each of the parties.

Conduct of Closing. Subject to the fulfillment of all of the conditions set forth in paragraph 7 of this Agreement and the delivery of all certificates required thereby, except such conditions as may be waived by the parties in writing pursuant to paragraph 8(b) of this Agreement, on the Closing Date:

Conduct of Closing. 25 ARTICLE 8 - CONDUCT OF THE PARTIES AFTER CLOSING..... 26 ARTICLE 9 - SURVIVAL OF REPRESENTATIONS, WARRANTIES, GUARANTEES, AND COVENANTS................ 27

Conduct of Closing. At Closing each party shall execute and deliver all documents reasonably necessary or reasonably required by the Title Company to effectuate and complete the Closing. Seller, Purchaser and EASTDIL SECURED, L.L.C., a New York limited liability company and Georgia licensed real estate broker (the “Broker”) shall execute at Closing such documentation as is necessary to comply with the terms of O.C.G.