Common use of Conduct of Closing Clause in Contracts

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 Purchaser: (i) The original certificates representing the Acquired Interests duly endorsed for transfer by Seller (or, if applicable, the Subsidiary Transferors) to Purchaser (or, if applicable, Subsidiary Transferee) 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 (or, if applicable, such Subsidiary Transferors) shall deliver to Purchaser (or, if applicable, Subsidiary Transferee) a duly executed assignment agreement or other instrument conveying such Acquired Interests to Purchaser (or, if applicable, Subsidiary Transferee) 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 including, if applicable, 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 including, if applicable, 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 Purchaser: (i) The original certificates representing the Acquired Interests duly endorsed for transfer by Seller (or, if applicable, the Subsidiary Transferors) to Purchaser (or, if applicable, Subsidiary Transferee) 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 (or, if applicable, such Subsidiary Transferors) shall deliver to Purchaser (or, if applicable, Subsidiary Transferee) a duly executed assignment agreement or other instrument conveying such Acquired Interests to Purchaser (or, if applicable, Subsidiary Transferee) 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 Purchaser: (i) The original certificates representing the Acquired Interests duly endorsed for transfer by Seller (or, if applicable, the Subsidiary Transferors) to Purchaser (or, if applicable, Subsidiary Transferee) 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 (or, if applicable, such Subsidiary Transferors) shall deliver to Purchaser (or, if applicable, Subsidiary Transferee) a duly executed assignment agreement or other instrument conveying such Acquired Interests to Purchaser (or, if applicable, Subsidiary Transferee) 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 SellerSeller at or prior to the Closing, including including, if applicable, the certificate referred to in Section 5.2(e5.2(d); 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 PurchaserPurchaser at or prior to the Closing, including including, if applicable, 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 the Financial Model for the Project Company; (ii) 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; (iiiii) Any 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 (iiiiv) Any any other Closing deliverables set forth in Appendix B-1. (b) At or prior to the Closing, each Purchaser shall deliver to SellerSeller and the other Purchaser: (i) The the documents and certificates contemplated by Article 4 and Article 5 hereof to be delivered by or on behalf of such Purchaser, including the certificate referred to in Section 5.3(d); and (ii) Any 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 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(e5.2(d); 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 Purchaser: (b) At or prior to the Closing, Purchaser shall deliver to Seller: (i) The original certificates representing the Acquired Interests duly endorsed for transfer by Seller (or, if applicable, the Subsidiary Transferors) to Purchaser (or, if applicable, Subsidiary Transferee) 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 (or, if applicable, such Subsidiary Transferors) shall deliver to Purchaser (or, if applicable, Subsidiary Transferee) a duly executed assignment agreement or other instrument conveying such Acquired Interests to Purchaser (or, if applicable, Subsidiary Transferee) 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 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;; 2 (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(e5.2(d); 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 an original certificates membership interest certificate of B Member representing such Purchaser’s Percentage Portion of 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)Seller; provided, that if the Acquired Interests are such interest is not in certificated form, Seller shall deliver to each Purchaser (or, to the extent applicable, PEGI Subsidiary Transferee) a duly executed assignment agreement or other instrument conveying such Purchaser’s Percentage Portion of the Acquired Interests to such Purchaser (or, to the extent applicable, PEGI Subsidiary Transferee) in form and substance reasonably acceptable to such Purchaser; (ii) Any other the 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 any other Closing deliverables set forth in Appendix B-1. (b) At or prior to the Closing, each Purchaser shall deliver to SellerSeller and the other Purchaser: (i) The the documents and certificates contemplated by Article 4 and Article 5 hereof to be delivered by or on behalf of such Purchaser, including the certificate referred to in Section 5.3(d); and (ii) Any 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, deliver to Purchaser: (i) The original certificates representing Any validly executed transfer documents evidencing the Acquired Interests duly endorsed for transfer by Seller (orof the Seller Membership Interests with appropriate powers, if applicablenecessary, 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 PurchaserSeller; (ii) The certificates required in Section 8.03 hereof; (iii) The opinion of counsel referred to in Section 8.07; (iv) Any other documents and certificates contemplated by Article 4 and 8 or Article 5 9 hereof to be delivered by or on behalf of the 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 the Seller: (i) The certificates referred to in Section 9.03 hereof; (ii) The opinion of counsel referred to in Section 9.07; (iii) Any other documents and certificates contemplated by Article 4 and 8 or Article 5 hereof 9 hereof. (c) At or prior to be delivered Closing, GKL shall deliver to the Purchaser any validly executed transfer documents evidencing the transfer by GKL of the GKL Membership Interests together with appropriate powers, if necessary, with respect thereto duly endorsed by GKL. (d) At or on behalf prior to Closing, Purchaser shall deliver to GKL a certificate or certificates representing 308,000 shares of common stock 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 the Purchaser: (i) The the original certificates representing the Acquired Interests duly endorsed for transfer by Seller (or, if applicable, the Subsidiary TransferorsTransferor) to the Purchaser (or, if applicable, the Subsidiary Purchaser) or with appropriate powers with respect thereto duly endorsed by Seller (or, if applicable, such Subsidiary TransferorsTransferor); provided, that if the Acquired Interests are not in certificated form, Seller shall deliver to the Purchaser a duly executed assignment agreement or other instrument conveying such Acquired Interests to the Purchaser in form and substance reasonably acceptable to the Purchaser; (ii) Any any other documents and certificates contemplated by Article 4 ‎4 and Article 5 ‎5 hereof to be delivered by or on behalf of Seller, including the certificate referred to in Section 5.2(e‎5.2(d); and; (iii) Any other Closing deliverables set forth in Appendix B-1. not less than five (b5) At or Business Days prior to the Closingits delivery of a Closing Notice, Purchaser Seller shall deliver to Seller: the Purchaser (iA) The documents an updated Financial Model for the Project, which shall be revised pursuant to Part I of Appendix B and certificates contemplated by Article 4 and Article 5 hereof which shall be used to be delivered by or on behalf of Purchaser, including determine the certificate referred Purchase Price Adjustment applicable to in Section 5.3(d)the Initial Payment; and (ii) Any other Closing deliverables set forth in Appendix B-2.