Deliveries to Closing Agent Sample Clauses

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Deliveries to Closing Agent 

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• Deliveries at the Closing At the Closing, (i) Seller will deliver to Purchaser the various agreements, certificates, instruments, and documents referred to in Section 8.1 below; (ii) Purchaser will deliver to Seller the various certificates, instruments, and documents referred to in Section 8.2 below; (iii) Seller, and Intervener, where applicable, will execute, acknowledge (if appropriate), and/or deliver to Purchaser (A) a xxxx of sale substantially in the form attached hereto as Exhibit “A”, (B) a real estate limited warranty deed executed by 1245 Properties in substantially the form attached hereto as Exhibit “F” (C) an assignment of Intellectual Property rights in substantially the forms attached hereto as Exhibit “B”, (D) a counterpart of the shared services agreement in substantially the form attached hereto as Exhibit “C” (the “Shared Services Agreement”), (E) a Seller non-compete and non-solicitation agreement in substantially the form attached hereto as Exhibit “D”, (F) a counterpart to an assignment and assumption agreement in substantially the form attached hereto as Exhibit “E” (the “Assignment and Assumption”), (G) an assignment of each Real Property Lease in substantially the form of Exhibit “O” attached hereto, (H) to the extent required under Section 6.2(b), a counterpart to the management agreement in substantially the form attached hereto as Exhibit “R” and (I) such other instruments of sale, transfer, conveyance, and assignment as Purchaser and its counsel reasonably may request, including assignments of all domain names involved; (iv) Purchaser will execute, acknowledge (if appropriate), and deliver to Seller (A) a counterpart of the Assignment and Assumption, (B) a counterpart of the Shared Services Agreement, (C) to the extent required under Section 6.2(b), a counterpart to the management agreement in substantially the form attached hereto as Exhibit “R” and (D) such other instruments of assumption as Seller and its counsel reasonably may request; and (v) Purchaser will deliver to Seller the Purchase Price,

• Seller’s Closing Deliveries Seller shall have delivered to Purchaser the following at Closing: (a) the Assignment, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser; (b) copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9; and (k) such other documents and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunder.

• Purchaser’s Closing Deliveries Purchaser shall obtain or execute and deliver to Seller at Closing the following documents, all of which shall be duly executed, acknowledged and notarized where required:

• Seller’s Deliveries at Closing At the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsel, dated as of the Closing Date and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.

• Closing Closing Deliveries (a) The closing of the Transaction (the “Closing”) shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement.

• Closing and Closing Deliveries 27 8.1 Closing...............................................................................27 8.2

• Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

• Seller’s Deliveries Subject to the fulfillment or waiver of the conditions set forth in Section 7.1, Seller shall deliver to Purchaser , at the Closing, physical possession of all tangible Purchased Assets, and shall execute (where applicable in recordable form) and/or deliver or cause to be executed and/or delivered to Purchaser all of the following: (a) the Employment Agreement, executed by Woody; (b) certified copies of Seller's Articles of Incorporation and By-laws; (c) certificates of good standing of Seller, issued not earlier than ten (10) days prior to the Closing Date by the State Corporation Commission of Virginia; (d) an incumbency and specimen signature certificate with respect to the officers of Seller executing this Agreement and Seller's Ancillary Documents on behalf of Seller; (e) a certified copy of resolutions of Seller's board of directors and shareholders, authorizing the execution, delivery and performance of this Agreement and Seller's Ancillary Documents; (f) a xxxx of sale, executed by Seller, conveying all of the Equipment and other tangible personal property included in the Purchased Assets to Purchaser, free and clear of all Liens and containing the warranties of title set forth in this Agreement; (g) an assignment to Purchaser executed by Seller, assigning to purchaser all of the Purchased Assets (other than the Equipment), free and clear of all Liens and containing the warranties of title set forth in this Agreement. If necessary in the reasonable opinion of Purchaser's counsel, Seller shall also execute and deliver (in recordable form where required) separate assignments of any of the Purchased Assets, where applicable, in the form required by the applicable governmental agencies, insurance companies, customers, lessors, and other parties with whom the assignments must be filed; (h) a closing certificate duly executed by the President and Vice President if any of Seller, on behalf of Seller, pursuant to which Seller represents and warrants to Purchaser that Seller's representations and warranties to Purchaser are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Seller on or before the Closing Date, to the extent not waived by Purchaser in writing, have been so performed (or, if any such covenant has not been so performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Seller at the Closing have been executed by duly authorized officers of Seller; (i) to the extent obtained, all necessary Consents or alternate arrangements with respect thereto, all as reasonably acceptable to Purchaser; (j) certificates of title or origin (or like documents) with respect to all vehicles included in the Purchased Assets and other Equipment for which a certificate of title or origin is required in order for title thereto to be transferred to Purchaser; (k) the written opinion of counsel to Seller, addressed to Purchaser, dated as of the Closing Date, in substantially the form of Exhibit G (it being understood that Purchaser's lenders may rely upon such opinion); and (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (m) the customer list described in Section 1.2 (c).

• Closing Deliveries (a) At the Closing, Compost shall deliver to the Purchaser: (i) certificates representing the Company Common Stock, duly endorsed for transfer to the Purchaser or accompanied by duly executed assignment documents, which shall transfer to the Purchaser good and valid title to the Company Common Stock, free and clear of all liens, claims, restrictions and encumbrances of any nature whatsoever; (ii) evidence of all consents, waivers and/or approvals in form reasonably acceptable to the Purchaser with respect to the transactions contemplated in this Agreement as further described on Schedule 5.3; (iii) Limited Release of Claims Agreements executed by Compost, Wasteco Ventures Limited, a British Virgin Islands corporation ("Wasteco"), Wafra Acquisition Fund 7, L.P., executing such Limited Release solely to evidence its lack of objection to the execution of such document by Wasteco ("Wafra"), Xxx Xxxxxxxxx ("Waxenbaum"), Xxxxx Xxxxx ("Xxxxx") and Xxxxxx X. Xxxxx ("Xxxxx") releasing the Company in the forms attached hereto as Exhibits C-1 through C-5; (iv) all corporate, accounting, business and tax records of the Company; (v) a legal opinion from Xxxxxxxxx Traurig, counsel to Compost, in a form attached hereto as Exhibit D. (vi) Employment and Covenant Not to Compete Agreements between the Purchaser and each of Xxxxxx X. Xxxxx and Xxx Xxxxxxxxx, attached as Exhibit E hereto; and (vii) new real property lease with respect to the office property owned by an affiliate of Xxxxx, and located at 000 Xxxxxx Xxxx, Denville, New Jersey 07834, in the form attached hereto as Exhibit F; (viii) Covenant Not to Compete Agreement between Compost and the Purchaser, in the form attached hereto as Exhibit G. (ix) Certificate of Incumbency of Compost; (x) Good Standing Certificate of the Company; (xi) Good Standing Certificate of Compost; and (xii) Earnout Agreement between Compost and the Purchaser in the form attached hereto as Exhibit H (the "Earnout Agreement"). (b) At the Closing, the Purchaser shall deliver the following to Compost: (i) $37,500,000 as adjusted by the Estimated Adjustment Amount set forth in Section 3.3; (ii) Employment and Covenant Not to Compete Agreements between the Purchaser and each of Xxxxxx X. Xxxxx and Xxx Xxxxxxxxx, attached as Exhibit E; (iii) Earnout Agreement, attached as Exhibit H; (A) The Purchaser shall either provide documents confirming the removal of Compost from any and all personal guaranties and/or surety obligations listed on Schedule 3.4(b)(iv) or, alternatively, the Purchaser may provide an unsecured indemnity to Compost with respect to the Compost guaranties and surety obligations reasonably satisfactory to Compost and the Purchaser, and (B) the Purchaser shall either provide documents confirming the removal of Xxxxx from any and all personal guaranties and/or surety obligations listed on Schedule 3.4(b)(iv) or provide Xxxxx with a financial guaranty bond enforceable in the State of New Jersey from AIG or National Union (or another insurer acceptable to Xxxxx in his sole discretion) (the "Insurer") providing for payment directly to Safeco Insurance Company of the full amount of any such guaranty or surety obligation within 15 days after Xxxxx provides written notice to such Insurer that a formal demand has been made against Xxxxx. The bond may provide that if the Insurer deems the claim unjustified, the Insurer may defend against such claim in the name and place of Xxxxx and shall indemnify and hold him harmless from any cost, expense (including but not limited to legal fees) or liability that may arise out of the failure to pay and any delay in payment; (v) a legal opinion of Xxxxx Liddell & Xxxx LLP, counsel to the Purchaser, in a form attached hereto as Exhibit I; (vi) Good Standing Certificate of Purchaser; and (vii) Incumbency Certificate of Purchaser ARTICLE IV

• Purchaser Closing Deliveries No later than one (1) Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each Property being conveyed at such Closing: (a) A title affidavit (or at Purchaser’s option an indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Agreement; (b) Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of such Property; (c) A closing statement executed by Purchaser; (d) A counterpart of the General Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (f) A counterpart of the Tenant Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to be delivered to the Tenants by Purchaser promptly following Closing; (g) Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s or Purchaser Designated Entities’, as applicable, authority to consummate this transaction; and (h) If applicable and only with respect to the Runaway Bay I, the Xxxxxx’x Pointe, and Xxxx Bridge Crossing Properties, the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, as applicable.