Common use of Deliverables at Closing Clause in Contracts

Deliverables at Closing. As of the Closing, each of the following transactions shall occur: 2.1.1 The Signatories thereto shall enter into and deliver the Lock Up Agreement, VSPC/Xxxxx Mutual Release to each of the Released Parties (as such term is defined therein); 2.1.2 Properly and fully executed UCC Termination Statements shall be delivered by Xxxxx to VIASPACE to enable VIASPACE to thereafter cause the termination of the UCC’s filed in connection with the Secured Note and related Security Documents; 2.1.3 VIASPACE shall contribute, transfer, assign and convey to VGE all of its right title and interest in and to the Cancelled VGE Shares, by endorsing over and delivering a fully executed stock power to VGE in connection with Certificates #1, 2, 72, 73, 74, 77, 79, 80, 81, and 82 and the 147,920 VGE Shares held by Glendale Securities, which shares shall be accepted, received and canceled of record by VGE upon and coincident therewith; 2.1.4 VGE shall issue and deliver to Xxxxx and Xxxxx shall accept the VGE Shares; 2.1.5 VGE shall have paid one-half (or approximately $1,500) of the premium on the directors and officers insurance policy last due and owing from June 25, 2012 and the full amount of the down payment in the amount of $10,187.70 on the renewal of such directors and officers insurance policy (the “Down Payment”); provided, however, that upon and coincident with Closing, VIASPACE shall reimburse VGE for that pro-rata portion of the Down Payment attributable to the remaining annual period following Closing; 2.1.6 The delivery of a mutually agreed upon Press Release relating to the signing of the Transaction Documents; 2.1.7 All material consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by any or all Signatories, including, without limitation, the Entity Signatories, for the authorization, execution and delivery of this Agreement and the consummation by such Person of the transactions contemplated by this Agreement, shall have been obtained and made thereby, except where the failure to receive such consents, waivers, approvals, authorizations or orders or to make such filings would not have a material adverse effect on such Person; and 2.1.8 Each Entity Signatory shall deliver (1) a Secretary's Certificate, dated the Closing Date, certifying (i) attached copies of such Person’s Organizational Documents, (ii) resolutions of its governing board in which are approved the Transaction Documents and the transactions contemplated hereby and thereby, and (iii) the incumbency of each member of such governing board and authorized officer thereof signing this Agreement and any other agreement or instrument contemplated hereby to which such Person is a party, and (2) a certificate, dated as of the Closing Date, executed by an officer thereof, certifying the satisfaction of the conditions specified therein.

Deliverables at Closing. As of In addition to the foregoing, at the Closing, each the Company shall deliver to the Purchaser: (a) a stock certificate representing the shares of Purchased Preferred Stock registered in the name of the following transactions shall occur:Purchaser; 2.1.1 The Signatories thereto shall enter into and deliver the Lock Up Agreement, VSPC/Xxxxx Mutual Release to each (b) an opinion of counsel of the Released Parties (Company in the form attached hereto as such term is defined therein)Exhibit B; 2.1.2 Properly and fully (c) an executed UCC Termination Statements shall be delivered by Xxxxx to VIASPACE to enable VIASPACE to thereafter cause the termination copy of the UCC’s filed in connection with the Secured Note and related Security Documentsthis Agreement; 2.1.3 VIASPACE shall contribute, transfer, assign and convey to VGE all of its right title and interest in and to the Cancelled VGE Shares, by endorsing over and delivering a fully executed stock power to VGE in connection with Certificates #1, 2, 72, 73, 74, 77, 79, 80, 81, and 82 and the 147,920 VGE Shares held by Glendale Securities, which shares shall be accepted, received and canceled of record by VGE upon and coincident therewith; 2.1.4 VGE shall issue and deliver to Xxxxx and Xxxxx shall accept the VGE Shares; 2.1.5 VGE shall have paid one-half (or approximately $1,500) of the premium on the directors and officers insurance policy last due and owing from June 25, 2012 and the full amount of the down payment in the amount of $10,187.70 on the renewal of such directors and officers insurance policy (the “Down Payment”); provided, however, that upon and coincident with Closing, VIASPACE shall reimburse VGE for that pro-rata portion of the Down Payment attributable to the remaining annual period following Closing; 2.1.6 The delivery of a mutually agreed upon Press Release relating to the signing of the Transaction Documents; 2.1.7 All material consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by any or all Signatories, including, without limitation, the Entity Signatories, for the authorization, execution and delivery of this Agreement and the consummation by such Person of the transactions contemplated by this Agreement, shall have been obtained and made thereby, except where the failure to receive such consents, waivers, approvals, authorizations or orders or to make such filings would not have a material adverse effect on such Person; and 2.1.8 Each Entity Signatory shall deliver (1) a Secretary's Certificate, dated the Closing Date, certifying (i) attached copies of such Person’s Organizational Documents, (ii) resolutions of its governing board in which are approved the Transaction Documents and the transactions contemplated hereby and thereby, and (iii) the incumbency of each member of such governing board and authorized officer thereof signing this Agreement and any other agreement or instrument contemplated hereby to which such Person is a party, and (2d) a certificate, dated the date of Closing signed by a duly authorized officer of the Company dated as of the Closing Date, executed by an officer thereof, certifying the satisfaction date of the Closing certifying as to: (i) a true and correct copy of the Certificate of Incorporation of the Company (including all amendments), as attached thereto, (ii) the By-laws, as attached thereto, are in full force and effect; (iii) the satisfactory waiver of all preemptive rights by the stockholders of the Company on or before the date of Closing; (iv) the resolutions, in form and substance reasonably satisfactory to the Purchaser, of the Board of Directors duly authorizing the execution, delivery and performance of this Agreement, the filing of the Amendment, the issuance of the Purchased Preferred Stock and the execution and delivery of any other documents, instruments or agreements executed in connection herewith or therewith; (v) the incumbency and signature of the individuals authorized to execute and deliver documents on the Company's behalf; and (vi) the performance and compliance in all material respects with all of the Company's agreements, representations, warranties, covenants, obligations, duties and conditions specified thereinunder this Agreement required to be performed or complied with by it on or prior to the date of closing. (vii) except as set forth in Section 2.2 of the Disclosure Schedule, since December 20, 2002, no event has occurred that would require an adjustment to the Conversion Price (as defined in the Certificate of Designation, as amended and restated by the Amendment).

Deliverables at Closing. As DUE TO EACH PARTY. Each Party shall receive at the Closing the following Deliverables: 4.4.1 GSIG shall receive a certificate for the number of shares specified in Section 3.1, and an executed copy of the ClosingShareholder Agreement; 4.4.2 GSWG shall receive a certificate for the number of shares specified in Section 3.2, each and an executed copy of the following transactions shall occur: 2.1.1 The Signatories thereto shall enter into and deliver the Lock Up Shareholder Agreement, VSPC/Xxxxx Mutual Release to each of the Released Parties (as such term is defined therein); 2.1.2 Properly and fully executed UCC Termination Statements 4.4.3 SRG shall be delivered by Xxxxx to VIASPACE to enable VIASPACE to thereafter cause receive a certificate for the termination number of the UCC’s filed in connection with the Secured Note and related Security Documents; 2.1.3 VIASPACE shall contributeshares, transfer, assign and convey to VGE all of its right title and interest in and to the Cancelled VGE Shares, by endorsing over and delivering a fully executed stock power to VGE in connection with Certificates #1, 2, 72, 73, 74, 77, 79, 80, 81, and 82 and the 147,920 VGE Shares held by Glendale Securities, which shares shall be accepted, received and canceled of record by VGE upon and coincident therewith; 2.1.4 VGE shall issue and deliver to Xxxxx and Xxxxx shall accept the VGE Shares; 2.1.5 VGE shall have paid one-half (or approximately $1,500) of the premium on the directors and officers insurance policy last due and owing from June 25, 2012 and the full amount of the down payment in the amount of $10,187.70 on the renewal of such directors immediately available funds specified in Section 3.3, and officers insurance policy (the “Down Payment”); provided, however, that upon and coincident with Closing, VIASPACE shall reimburse VGE for that pro-rata portion executed copies of the Down Payment attributable to Apex Stock Purchase Agreement, all deliverables due under the remaining annual period following Closing; 2.1.6 The delivery of a mutually agreed upon Press Release relating to the signing of the Transaction Documents; 2.1.7 All material consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by any or all Signatories, including, without limitation, the Entity Signatories, for the authorization, execution and delivery of this Apex Stock Purchase Agreement and the consummation by Shareholder Agreement; 4.4.4 If and at such Person time as Xxxxx complies with the provisions of Section 8.3 Xxxxx shall receive a certificate for the number of shares specified in Section 3.4, an executed copy of the transactions contemplated by this Shareholder Agreement, and such additional documents as may reasonably be required and agreed to between Xxxxx and the Corporation pursuant to Section 8.3 hereof. 4.4.5 Caloyeras Trust shall have been obtained receive a certificate for the number of shares specified in Section 3.5, and made therebyan executed copy of the Shareholder Agreement; 4.4.6 Caloyeras Partnership shall receive a certificate for the number of shares specified in Section 3.6, except where and an executed copy of the failure to Shareholder Agreement; 4.4.7 WAA shall receive such consentsthe WAA Earn Out Promissory Note, waiversa certificate for the number of shares specified in Section 3.7, approvalsexecuted copies of the Apex Stock Purchase Agreement, authorizations or orders or to make such filings would not have all deliverables due under the Apex Stock Purchase Agreement, and the Shareholder Agreement; 4.4.8 JGA shall receive the JGA Earn Out Promissory Note, and a material adverse effect on such Personcertificate for the number of shares specified in Section 3.8, executed copies of the Apex Stock Purchase Agreement, all deliverables due under the Apex Stock Purchase Agreement, and the Shareholder Agreement; 4.4.9 Torotel shall receive a certificate for the number of shares specified in Section 3.9, and an executed copy of the Shareholder Agreement; and 2.1.8 Each Entity Signatory 4.4.10 The Corporation shall deliver (1) a Secretary's Certificatereceive from the Parties the Purchase Price, dated the Closing Date, certifying (i) attached executed copies of such Person’s Organizational Documentsthe Apex Stock Purchase Agreement, (iithe WAA Promissory Note specified in Section 4.3.7(a), the JGA Promissory Note specified in Section 4.3.8(a), the WAA Note Pledge Agreement specified in Section 4.3.7(b), the JGA Note Pledge Agreement specified in Section 4.3.8(b) resolutions of its governing board in which are approved the Transaction Documents and the transactions contemplated hereby and thereby, and (iii) the incumbency of each member of such governing board and authorized officer thereof signing this Agreement and any other agreement or instrument contemplated hereby to which such Person is a party, and (2) a certificate, dated as of the Closing Date, executed by an officer thereof, certifying the satisfaction of the conditions specified thereinShareholder Agreement.

Deliverables at Closing. As of Unless waived by the ClosingPurchaser or the Borrower, each of as applicable, the following transactions parties shall occur: 2.1.1 The Signatories thereto shall enter into execute and deliver the Lock Up Agreement, VSPC/Xxxxx Mutual Release to each of the Released Parties (as such term is defined therein); 2.1.2 Properly and fully executed UCC Termination Statements shall be delivered by Xxxxx to VIASPACE to enable VIASPACE to thereafter cause the termination of the UCC’s filed in connection with the Secured Note and related Security Documents; 2.1.3 VIASPACE shall contribute, transfer, assign and convey to VGE all of its right title and interest in and following on or prior to the Cancelled VGE Shares, by endorsing over and delivering a fully executed stock power to VGE in connection with Certificates #1, 2, 72, 73, 74, 77, 79, 80, 81, and 82 and the 147,920 VGE Shares held by Glendale Securities, which shares shall be accepted, received and canceled of record by VGE upon and coincident therewith;Closing Date: 2.1.4 VGE shall issue and deliver to Xxxxx and Xxxxx shall accept the VGE Shares; 2.1.5 VGE (a) Each Borrower shall have paid one-half (or approximately $1,500) of the premium on the directors and officers insurance policy last due and owing from June 25, 2012 and the full amount of the down payment in the amount of $10,187.70 on the renewal of such directors and officers insurance policy (the “Down Payment”); provided, however, that upon and coincident with Closing, VIASPACE shall reimburse VGE for that pro-rata portion of the Down Payment attributable delivered to the remaining annual period following Closing; 2.1.6 The delivery of Purchaser a mutually agreed upon Press Release relating to the signing of the Transaction Documents; 2.1.7 All material consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by any or all Signatories, including, without limitation, the Entity Signatories, for the authorization, execution and delivery of this Agreement and the consummation by such Person of the transactions contemplated by this Agreement, shall have been obtained and made thereby, except where the failure to receive such consents, waivers, approvals, authorizations or orders or to make such filings would not have a material adverse effect on such Person; and 2.1.8 Each Entity Signatory shall deliver (1) a Secretary's Certificatecertificate, dated the Closing Date, of the Secretary of such Borrower certifying (i1) attached copies the Certificate of such Person’s Organizational DocumentsIncorporation and By-Laws of the Borrower as in effect on the Closing Date, (ii2) all resolutions of its governing board in which are approved the Board of Directors (and committees thereof) of the Borrower relating to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, thereby and (iii3) such other matters as reasonably requested by the incumbency Purchaser; (b) The Borrower and the Subsidiaries shall have each delivered to the Purchaser the Security Agreement, substantially in the form attached as Annex I; (c) On the Closing Date, Sigma Capital Advisors, LLC and the Company shall have entered into the Advisory Services Agreement in the form attached as Annex II providing for, among other things, payment of each member the Advisory Fee and the issuance of such governing board and authorized officer thereof signing this Agreement and any other agreement or instrument contemplated hereby to which such Person is a party, and (2) a certificate, dated the Advisory Shares as of the Closing Date. (d) On the Closing Date, executed by an officer thereof, certifying the satisfaction Borrower shall have issued and delivered to the Purchaser the Note substantially in the form attached as Annex III; (e) The Borrower shall have caused the Senior Lenders to have entered into a Subordination and Intercreditor Agreement with the Purchaser on terms satisfactory to Purchaser. (f) Purchaser shall have received such other documents as they may reasonably request; (g) The Company shall have issued to Purchaser certificate(s) representing the Purchaser Shares and the Advisory Shares. (h) Purchaser shall deliver payment of the conditions specified thereinInitial Advance in accordance with Section 2(b) hereof.

Deliverables at Closing. As of (a) At the Closing, the U.S. Partnerships and Sellers shall deliver, or cause to be delivered, to Buyer the following: (i) a counterpart, executed by U.S. Partnership I and U.S. Partnership II, of one or more assignment and assumption agreements evidencing the assignment and transfer to Buyer of all of the Transferred Interests to be acquired hereunder substantially in the form of Exhibit B (the “Purchased Interests Assignment Agreement”); (ii) (A) from each of U.S. Partnership I and U.S. Partnership II, a statement in compliance with Treasury Regulations Sections 1.1445-2(b)(2); (B) from each Seller and from each Management Holder, to the extent such Person is legally able to do so, a statement in compliance with Treasury Regulations Sections 1.1445-2(b)(2) (adjusted to account for the fact that such Person is not a transferor at Closing); (C) a statement from each of PGGM Blocker and MIPT, in compliance with Treasury Regulations Sections 1.1445-2(c)(3)(i) and 1.897-2(h), certifying that the interests in such Holding Company are not United States real property interests along with evidence from such Holding Company demonstrating compliance with the requirement to notify the Internal Revenue Service pursuant to Treasury Regulation Section 1.897-2(h)(2); (iii) resignations of the members set forth in Appendix D of the Board of Managers, Board of Directors or similar entity of each of the following transactions shall occur: 2.1.1 The Signatories thereto shall enter into Company, Macquarie GTPI and deliver the Lock Up Agreement, VSPC/Xxxxx Mutual Release to each of the Released Parties Holding Companies, which directors and managers, as applicable, shall be released from any liabilities to the subject entities for actions taken in such capacity; (as such term is defined thereiniv) a counterpart, executed by the Sellers’ Representative, of the Escrow Agreement (which shall also be delivered to the Escrow Agent); 2.1.2 Properly (v) the certificates and fully executed UCC Termination Statements shall be delivered evidence contemplated by Xxxxx to VIASPACE to enable VIASPACE to thereafter cause the termination Section 7.2(b); and (vi) applicable debt payoff letters and releases of Liens in respect of the UCC’s filed in connection debt to be paid at Closing. (b) At the Closing, Buyer shall: (i) deposit with the Secured Note Paying Agent for distribution to U.S. Partnership I, U.S. Partnership II, and related Security Documentseach Management Holder by wire transfer of immediately available U.S. dollar-denominated funds, the Base Purchase Price (subject to adjustment pursuant to Section 2.7), minus the Escrow Amount; 2.1.3 VIASPACE shall contribute(ii) pay to Toronto Dominion (Texas) LLC, transferas administrative agent under the TD Facility, assign and convey to VGE all by wire transfer of its right title and interest immediately available U.S. dollar-denominated funds, the amount set forth in and the Debt Payoff Amount, to the Cancelled VGE Shares, account or accounts designated in writing by endorsing over and delivering a fully executed stock power the Sellers’ Representative not less than two (2) Business Days prior to VGE in connection with Certificates #1, 2, 72, 73, 74, 77, 79, 80, 81, and 82 and the 147,920 VGE Shares held by Glendale Securities, which shares shall be accepted, received and canceled of record by VGE upon and coincident therewithClosing Date; 2.1.4 VGE shall issue and deliver (iii) pay to Xxxxx and Xxxxx shall accept the VGE Shares; 2.1.5 VGE shall have paid one-half (or approximately $1,500) of the premium on the directors and officers insurance policy last due and owing from June 25, 2012 and the full amount of the down payment in the amount of $10,187.70 on the renewal of such directors and officers insurance policy (the “Down Payment”); provided, however, that upon and coincident with Closing, VIASPACE shall reimburse VGE for that pro-rata Persons owed any Seller Transaction Expenses their respective portion of the Down Payment attributable Seller Transaction Expenses, to the remaining annual period following Closingaccount or accounts designated by the Sellers’ Representative not less than two (2) Business Days prior to the Closing Date; 2.1.6 The delivery of a mutually agreed upon Press Release relating (iv) deliver to the signing Sellers’ Representative a counterpart, executed by the Buyer, of one or more Purchased Interest Assignment Agreements; (v) deliver to the Sellers’ Representative and the Escrow Agent a counterpart, executed by the Buyer, of the Transaction DocumentsEscrow Agreement; 2.1.7 All material consents, waivers, approvals, authorizations or orders required (vi) deliver to be obtained, and all filings required to be made, by any or all Signatories, including, without limitation, the Entity Signatories, for Sellers’ Representative the authorization, execution and delivery of this Agreement and the consummation by such Person of the transactions certificate contemplated by this Agreement, shall have been obtained and made thereby, except where the failure to receive such consents, waivers, approvals, authorizations or orders or to make such filings would not have a material adverse effect on such PersonSection 7.3(b); and 2.1.8 Each Entity Signatory shall deliver (1vii) a Secretary's Certificatedeposit with the Escrow Agent, dated by wire transfer of immediately available U.S. dollar-denominated funds, the Closing DateEscrow Amount, certifying to the Escrow Account established pursuant to (i) attached copies of such Person’s Organizational Documents, (ii) resolutions of its governing board in which are approved the Transaction Documents and the transactions contemplated hereby and thereby, and (iiiEscrow Amount shall be held by the Escrow Agent in accordance with the terms of) the incumbency of each member of such governing board and authorized officer thereof signing this Agreement and any other agreement or instrument contemplated hereby to which such Person is a party, and Escrow Agreement. (2c) a certificate, dated as Section 2.6 of the Closing Date, executed by an officer thereof, certifying SPMA is hereby replaced in its entirety with the satisfaction of the conditions specified therein.following: