Common use of Conveyances at Closing Clause in Contracts

Conveyances at Closing. At the Closing, and in connection with ---------------------- effecting and consummating the Closing, including, without limitation, the sale and purchase of the Stock and the delivery of the First Payment, the Seller shall, on the Closing Date, deliver the following: (a) a certified copy of (i) a sole shareholder's decision of the Acquired Subsidiary authorising the transfer of the Stock to the Buyer in accordance with the articles of association of the Acquired Subsidiary; and (ii) the minutes of a duly called and quorate meeting of the board of directors of the Acquired Subsidiary approving the transfer of the Stock to the Buyer (subject only to due stamping of the stock transfer form), accepting the resignations as directors of the Acquired Subsidiary in a form satisfactory to the Buyer of Xxxxxx Xxxxxx, Xxxxx Xxxxxx Xxxx, Xxxx Xxxxxxx and Xxxxxx Xxxxx and appointing Xxxxx Xxxxxxxx, Pekka Lopperi and Xxxx-Xxxxx Sternberg as directors of the Acquired Subsidiary, all effective immediately upon the Closing; (b) a true original of the certificate of the Stock issued to Seller, accompanied by a duly authorised and executedstock transfer form relating to the Stock; (c) all consents, orders and approvals of the Bankruptcy Court (including, without limitation, a certified copy of the Sale Approval Order or a third party sale approval order naming Buyer as the second highest bidder (in either case in form and substance reasonably satisfactory to the Buyer and its counsel)) and all necessary creditors and other parties to the Bankruptcy Case and all other third parties, if any, necessary to effectuate the transfer of the Stock and to consummate the transactions contemplated hereby;

Conveyances at Closing. At (a) To effect the Closingtransaction contemplated in this Agreement, and in connection with ---------------------- effecting and consummating the Closing, including, without limitation, the sale and purchase of the Stock and the delivery of the First Payment, the Seller shallwill, on the Closing Date, deliver to Purchaser the following: (ai) a certified A Bill of Sale conveying in the agxxxxate all the Purchased Assets pursuant to paragraph 1.3, with title vested in Purchaser, or its designated nominee, in the form as approved by Purchaser, to be attached hereto as Exhibit 6. (ii) A duplicate original executed copy of (i) a sole shareholder's decision the Lease of the Acquired Subsidiary authorising Business Premises in the transfer of the Stock form and content as attached hereto as Exhibit 7, fully executed by Seller and Purchaser; and (iii) All such other documents and instruments as shall be reasonably requested by Purchaser to vest in Purchaser title in and to the Buyer Purchased Assets in accordance with the articles of association of the Acquired Subsidiary; and (ii) the minutes of a duly called and quorate meeting of the board of directors of the Acquired Subsidiary approving the transfer of the Stock to the Buyer (subject only to due stamping of the stock transfer form), accepting the resignations as directors of the Acquired Subsidiary in a form satisfactory to the Buyer of Xxxxxx Xxxxxx, Xxxxx Xxxxxx Xxxx, Xxxx Xxxxxxx and Xxxxxx Xxxxx and appointing Xxxxx Xxxxxxxx, Pekka Lopperi and Xxxx-Xxxxx Sternberg as directors of the Acquired Subsidiary, all effective immediately upon the Closing;provisions hereof. (b) a true To effect the transaction contemplated in this Agreement, Purchaser will, on the Closing Date, deliver to Seller the following: (i) Four million nine hundred thousand (4,900,000) restricted shares of common shares of Ten Stix, Inc., registered in the name of Seller; (ii) Purchaser's fully executed Promissory Note in favor of Seller in the principal amount of $166,919.89 in the form and content as attached hereto as Exhibit 4; (iii) A duplicate original executed copy of the certificate Lease of the Stock issued to SellerBusiness Premises in the form and content as attached hereto as Exhibit 7, accompanied fully executed by a duly authorised Seller and executedstock transfer form relating to Purchaser; and (iv) All such other documents and instruments as shall be reasonably requested by Seller in accordance with the Stock;provisions hereof. (c) All instruments executed and delivered to Seller and Purchaser pursuant hereto shall be in form and substance, and shall be executed in a manner, reasonably satisfactory to Seller and Purchaser. (d) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any claim, contract, license, lease commitment, sales order, purchase order or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way affect the respective rights of Purchaser or Seller thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so the Purchaser would not receive all consentssuch rights, orders and approvals of Seller will cooperate with Purchaser, in all reasonable respects, to provide to Purchaser the Bankruptcy Court (includingbenefits under any such claim, contract, alarm service contract, license, lease, commitment, sales order or purchase order, including without limitation, a certified copy enforcement for the benefit of the Sale Approval Order or Purchaser of any and all rights of Seller against a third party sale thereto arising out of the breach or cancellation by such third party or otherwise; and any transfer of assignment to Purchaser of any property or property rights or any contract or agreement which shall require the consent or approval order naming Buyer as the second highest bidder of any third party shall be made subject to such consent or approval being obtained. (e) Anything in either case in form and substance reasonably satisfactory this Agreement to the Buyer and its counsel)) and all necessary creditors and other parties contrary notwithstanding, this Agreement shall not constitute an agreement by Seller to the Bankruptcy Case and all other third parties, if any, necessary transfer to effectuate the transfer Purchaser any of the Stock and to consummate the transactions contemplated hereby;Excluded Assets.

Conveyances at Closing. At the Closing, and in connection with ---------------------- effecting and consummating the Closing, including, without limitation, the sale and purchase of the Stock and the delivery of the First Payment, the Seller shallwill deliver to the Purchaser, on each in form and substance, and executed and delivered in a manner, reasonably satisfactory to the Closing Date, deliver the followingPurchaser: (a) a certified copy of (i) a sole shareholder's decision (A) one or more bills of sale conveying in the aggregate all of the Acquired Subsidiary authorising Owned Tangible Personal Property, (B) one or more assignments conveying in the transfer aggregate all of the Stock Assumed Contracts and the Loan Agreements, (C) one or more assignments of the Owned Intellectual Property in recordable form, (D) one or more assignments conveying in the aggregate all of the Loan Agreements, (E) such other instruments as are reasonably requested by the Purchaser to vest in the Purchaser title in and to the Buyer Purchased Assets in accordance with the articles provisions of association of the Acquired Subsidiarythis Agreement and (F) such other documents and agreements as are contemplated by this Agreement; and and (ii) the minutes of a duly called and quorate meeting executed counterpart of the board of directors of the Acquired Subsidiary approving the transfer of the Stock to the Buyer (subject only to due stamping of the stock transfer form), accepting the resignations as directors of the Acquired Subsidiary in a form satisfactory to the Buyer of Xxxxxx Xxxxxx, Xxxxx Xxxxxx Xxxx, Xxxx Xxxxxxx and Xxxxxx Xxxxx and appointing Xxxxx Xxxxxxxx, Pekka Lopperi and Xxxx-Xxxxx Sternberg as directors of the Acquired Subsidiary, all effective immediately upon the ClosingTransition Services Agreement; (biii) a true original of the certificate of the Stock issued to Seller, accompanied by a duly authorised and executedstock transfer form relating executed consents with respect to the Stockmatters set forth in Schedule 3.3(b); (civ) a duly executed counterpart of an agreement transferring to the Purchaser a non-exclusive right to all consents, orders and approvals of the Bankruptcy Court benefits conferred by and under the Aerojet Indemnity; (including, without limitation, v) a certified copy duly executed counterpart of the Sale Approval Order or Tax Covenant; (vi) duly executed releases of lien releasing the Purchased Assets from all Liens, except Permitted Liens; (vii) a third party sale approval order naming Buyer as duly executed counterpart of the second highest bidder Escrow Agreement; (in either case in form viii) a certificate duly executed on behalf of the Parent and substance reasonably satisfactory the Seller, certifying to the Buyer matters in Sections 6.1 and its counsel)6.2; (ix) resolutions of the Board of Directors of the Parent and all necessary creditors the Seller approving the execution, delivery and performance of this Agreement and the other parties Transaction Documents and the consummation of the transactions contemplated hereby and thereby, certified by the appropriate officers; and (x) such other certificates, instruments or documents required pursuant to the Bankruptcy Case and all other third parties, if any, provisions of this Agreement or otherwise necessary to effectuate the transfer of the Stock and or appropriate to consummate the transactions contemplated hereby;by this Agreement.

Conveyances at Closing. (a) At the Closing, and in connection with ---------------------- effecting and consummating the Closing, including, without limitation, the sale and purchase of the Stock and the delivery of the First Paymenttransactions contemplated hereby, the Seller shall, on the Closing Date, shall deliver the followingfollowing to the Buyer: (a) a certified copy of (i) a sole shareholder's decision an executed Xxxx of the Acquired Subsidiary authorising the transfer of the Stock to the Buyer in accordance with the articles of association of the Acquired Subsidiary; and Sale; (ii) the minutes of a duly called and quorate meeting an executed counterpart of the board of directors of the Acquired Subsidiary approving the transfer of the Stock to the Buyer (subject only to due stamping of the stock transfer form), accepting the resignations as directors of the Acquired Subsidiary in a form satisfactory to the Buyer of Xxxxxx Xxxxxx, Xxxxx Xxxxxx Xxxx, Xxxx Xxxxxxx Assignment and Xxxxxx Xxxxx and appointing Xxxxx Xxxxxxxx, Pekka Lopperi and Xxxx-Xxxxx Sternberg as directors of the Acquired Subsidiary, all effective immediately upon the ClosingAssumption Agreement; (biii) a true original an executed counterpart of the certificate of the Stock issued to Seller, accompanied by a duly authorised and executedstock transfer form relating to the StockNew Bedford Facility Sublease; (civ) all consents, orders and approvals an executed counterpart of the Bankruptcy Court Non-Competition Agreement (including, without limitation, as executed by all parties thereto); (v) a certified copy of the Sale Approval Order (and provided no court of competent jurisdiction shall have entered an order staying such Sale Approval Order pending appeal); (vi) the Lease Consents to the extent required pursuant to the terms of Section 6.6; (vii) the Information Technology Access Agreement, as executed by NGM; (viii) the certificate required in Section 8.10; and (ix) such other instruments of conveyance, assignment and transfer which shall be necessary or appropriate to convey, transfer and assign and to vest in the Buyer good, valid and marketable title, free and clear of all Encumbrances, in a third party sale approval order naming Buyer as the second highest bidder (in either case in form and substance reasonably satisfactory to the Buyer and its counsel). (b) At the Closing, and all necessary creditors in connection with effectuating and other parties to the Bankruptcy Case and all other third parties, if any, necessary to effectuate the transfer of the Stock and to consummate consummating the transactions contemplated hereby, the Buyer shall deliver the following to the Seller: (i) an amount equal to the Purchase Price, as adjusted, by wire transfer of immediately available funds; (ii) an executed counterpart of the Assignment and Assumption Agreement; (iii) an executed counterpart of the New Bedford Facility Sublease ;and (iv) an executed counterpart of the Information Technology Access Agreement (as executed by all parties thereto).

Conveyances at Closing. At (a) To effect the Closingtransfer of Assets referred to in Section 1.1 hereof, and in connection with ---------------------- effecting and consummating the Closing, including, without limitation, the sale and purchase of the Stock and the delivery of the First Payment, the Seller shallwill, on the Closing Date, deliver the followingto Buyer: (a) a certified copy of (i) a sole shareholder's decision xxxx of sale conveying in the aggregate all personal property included in the Assets free and clear of all mortgages, liens, pledges, encumbrances or claims, in the form of Exhibit E attached hereto; (ii) assignments of all of the Acquired Subsidiary authorising intangible property and intellectual property included in the transfer Assets, and any other contracts, copyrights, trademarks, trade names, service marks, and applications for any of the Stock foregoing, substantially in the form of Exhibit F attached hereto; (iii) all of the Seller's books, records and files relating to the Assets; (iv) the original subLicense (the "License") in the form as attached hereto as Exhibit C; (v) if requested by Buyer, an assignment and consent of License, executed by Seller and Landlord, in the form attached hereto as Exhibit H; (vi) all documents necessary to transfer to Buyer the fictitious business name "Great American Sound Company" and "The G.A.S. Company"; and (vii) all such other documents or instruments as shall be reasonably requested by Buyer to vest in Buyer title in and to the Assets of the Business in accordance with the articles of association of the Acquired Subsidiary; and (ii) the minutes of a duly called and quorate meeting of the board of directors of the Acquired Subsidiary approving the transfer of the Stock to the Buyer (subject only to due stamping of the stock transfer form), accepting the resignations as directors of the Acquired Subsidiary in a form satisfactory to the Buyer of Xxxxxx Xxxxxx, Xxxxx Xxxxxx Xxxx, Xxxx Xxxxxxx and Xxxxxx Xxxxx and appointing Xxxxx Xxxxxxxx, Pekka Lopperi and Xxxx-Xxxxx Sternberg as directors of the Acquired Subsidiary, all effective immediately upon the Closing;provisions hereof. (b) a true original of On and after the certificate of the Stock issued Closing Date, Buyer is irrevocably appointed Seller's attorney-in-fact, without further notice to Seller, accompanied by a duly authorised to collect all accounts receivable arising from services performed and executedstock transfer form products sold relating to the Stock;Assets on or after the Closing Date, to endorse Seller's name on such receivables, and to take any other reasonable action to collect receivables arising from the Assets as of the Closing Date. (c) all consents, orders All instruments executed and approvals of the Bankruptcy Court (including, without limitation, a certified copy of the Sale Approval Order or a third party sale approval order naming delivered to Buyer as the second highest bidder (in either case pursuant hereto shall be in form and substance substance, and shall be executed in a manner, reasonably satisfactory to the Buyer and its counsel)) and all necessary creditors and other parties to the Bankruptcy Case and all other third parties, if any, necessary to effectuate the transfer of the Stock and to consummate the transactions contemplated hereby;Buyer.

Conveyances at Closing. At To effect the Closing, transfer and assumption described in connection with ---------------------- effecting Sections 2.1 and consummating the Closing, including, without limitation, the sale and purchase of the Stock 2.2 hereof and the delivery of the First Paymentconsideration described in Section 2.3 hereof, the Seller and Buyer shall, on the Closing Date, deliver the following: (a) a certified copy of (i) a sole shareholder's decision Buyer shall deliver to Seller $13,500,000 of the Acquired Subsidiary authorising the Purchase Price by wire transfer of immediately available funds to an account designated by Seller, or, if Buyer waives the Stock condition set forth in Section 8.11 hereof, Buyer shall deliver to Seller the Buyer in accordance with the articles of association of the Acquired Subsidiary; and (ii) the minutes of a duly called and quorate meeting of the board of directors of the Acquired Subsidiary approving the transfer of the Stock to the Buyer (subject only to due stamping of the stock transfer form), accepting the resignations as directors of the Acquired Subsidiary in a form satisfactory to the Buyer of Xxxxxx Xxxxxx, Xxxxx Xxxxxx Xxxx, Xxxx Xxxxxxx and Xxxxxx Xxxxx and appointing Xxxxx Xxxxxxxx, Pekka Lopperi and Xxxx-Xxxxx Sternberg as directors of the Acquired Subsidiary, all effective immediately upon the Closingentire Purchase Price; (b) a true original of Buyer shall deposit $500,000 into the certificate of Escrow Account, unless Buyer waives the Stock issued to Seller, accompanied by a duly authorised and executedstock transfer form relating to the Stockcondition set forth in Section 8.11 hereof; (c) all consentsSeller shall deliver to Buyer one or more bills of sale, orders in the form attached hereto as Exhibit A, conveying the Purchased Assets; (d) Seller shall deliver to Buyer Assignments of Lease in the form attached hereto as Exhibit B with respect to the Leases described on Exhibit F hereto; (e) Seller shall deliver to Buyer Assignments of Contract, each in the form of Exhibit C attached hereto, with respect to the Contract Rights; (f) with respect to the Proprietary Rights, Seller shall deliver to Buyer an Assignment in the form attached hereto as Exhibit D-1 and approvals Seller shall cause Xxxxxxx Xxxxxxxx to execute and deliver to Buyer an Assignment in the form of Exhibit D-2, each in recordable form to the extent necessary to assign such rights; (g) Buyer shall deliver to Seller an instrument of assumption substantially in the form attached hereto as Exhibit E, evidencing Buyer's assumption, pursuant to Section 2.2, of the Bankruptcy Court Assumed Liabilities (including, without limitation, a certified copy of the Sale Approval Order or a third party sale approval order naming "Assumption Document"); (h) Seller shall deliver to Buyer such other instruments as shall be reasonably requested by Buyer to vest in Buyer title in and to the second highest bidder Purchased Assets in accordance with the provisions hereof; (in either case i) Seller and Buyer shall each deliver all documents required to be delivered pursuant to Articles VII and VIII hereof and Section 6.9 hereof; and (j) All instruments and documents executed and delivered to Buyer pursuant hereto shall be in form and substance substance, and shall be executed in a manner, reasonably satisfactory to the Buyer Buyer. All instruments and its counsel)) documents executed and all necessary creditors delivered to Seller pursuant hereto shall be in form and other parties substance, and shall be executed in a manner, reasonably satisfactory to the Bankruptcy Case and all other third parties, if any, necessary to effectuate the transfer of the Stock and to consummate the transactions contemplated hereby;Seller.