Common use of Documents to Be Delivered at Closing Clause in Contracts

Documents to Be Delivered at Closing. 9.2.1 At the Closing, Seller shall deliver to Buyer, or cause to be delivered, the following instruments, dated the Closing Date, properly executed by authorized officers of Seller (or, in the case of the Guaranty, of Constellation Energy Commodities Group, Inc.) and, where appropriate, acknowledged: (a) Counterparts of an Assignment and Xxxx of Sale from Seller in the form of Annex V sufficient to convey to Buyer the Properties (the “Assignment) “; (b) A Guaranty Agreement from Constellation Energy Commodities Group, Inc. in the form of Annex VII, up to a maximum amount not to exceed the Maximum Guaranty Amount (the “Guaranty “; and collectively, with this Agreement, the Assignment, the Data Agreement and any other agreement between Seller and Buyer that expressly states that it constitutes a Transaction Document for purposes of this Agreement, and all other agreements, documents, and instruments entered into as of or after the date hereof and at or prior to Closing in connection with the transactions contemplated hereby and all certificates delivered by the parties hereto at the Closing, the “Transaction Documents”); (c) A certificate in the form attached as Annex VI (i) stating that Seller (or the applicable transferor for federal income tax purposes) is not a foreign corporation, foreign partnership, foreign trust or foreign estate, (ii) stating that it is not a disregarded entity, (iii) providing its U.S. Employer Identification Numbers and (iv) providing its addresses, all pursuant to the Code; (d) An agreement with regard to all data to which Seller may receive copies pursuant to Section 1.10, in form and content mutually acceptable to Seller and Buyer (the “Data Agreement”), pursuant to which Seller shall agree to maintain such data as confidential and not to share such data with third parties; provided, however, that the Seller shall have the right to disclose such data to prospective purchasers of Seller’s membership interests or Seller’s retained interest in the oil and gas leases relating to the Wellbores if such third parties shall have executed a confidentiality agreement with regard to such data. (e) Such other instruments as are necessary to effectuate the conveyance of the Properties to Buyer; (f) Letters in lieu of division orders addressed to each purchaser of the Substances; (g) Written and recordable releases of all liens and security interests held by BofA, pursuant to the BofA Credit Facility, in the Properties, and terminations of related financing statements, in form and content reasonably satisfactory to Buyer, and in sufficient counterparts to facilitate recording; and (h) A certificate in the form of Annex III. 9.2.2 At the Closing Buyer shall deliver to Seller, or cause to be delivered, the following instruments, dated the Closing Date, properly executed by authorized officers of Buyer and, where appropriate, acknowledged: (a) A certificate in the form of Annex IV, (b) The Data Agreement; and (c) Executed counterparts of the Assignment dated the Closing Date but effective as of the Effective Date.

Documents to Be Delivered at Closing. 9.2.1 The Noncompete Agreements, the Intellectual Property Assignment and Assumption Agreements (as defined herein), and any other agreements, documents, or instruments that this Agreement contemplates are collectively referred to in this Agreement as the “Collateral Agreements.” 3.3.1 At the Closing, Seller shall deliver to Buyer, or cause to be delivered, the following instruments, dated the Closing Date, properly executed by authorized officers of Seller (or, in the case of the Guaranty, of Constellation Energy Commodities Group, Inc.) and, where appropriate, acknowledgedPurchaser: (a) Counterparts (i) documents in form and substance satisfactory to counsel for Purchaser evidencing releases of an Assignment and Xxxx of Sale from Seller in the form of Annex V sufficient to convey to Buyer the Properties any liens, claims, pledges, security interests or other encumbrances (collectively, the “AssignmentLiens”) “on any of the Purchased Assets, (ii) such other instruments of conveyance, assignment and transfer, in form and substance satisfactory to Purchaser and its counsel, as shall be effective to convey, transfer and assign to Purchaser good and marketable title to the Purchased Assets, free of all Liens; (b) A Guaranty a copy of the text of the resolutions adopted by the board of directors of Seller and the Stockholder authorizing the execution, delivery and performance of this Agreement from Constellation Energy Commodities Groupand the consummation of all of the transactions contemplated in this Agreement, Inc. duly certified by Seller’s secretary or assistant secretary to the effect that such copies are true, correct and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded; (c) a bxxx of sale and assignment and assumption agreement pursuant to which, as of the Closing Date, Seller will assign to Purchaser all the Purchased Assets, substantially in the form set forth on Exhibit E (“Bxxx of Annex VII, up to a maximum amount not to exceed the Maximum Guaranty Amount (the “Guaranty “; Sale and collectively, with this Assignment and Assumption Agreement, the Assignment, the Data Agreement and any other agreement between Seller and Buyer that expressly states that it constitutes a Transaction Document for purposes of this Agreement, and all other agreements, documents, and instruments entered into as of or after the date hereof and at or prior to Closing in connection with the transactions contemplated hereby and all certificates delivered by the parties hereto at the Closing, the “Transaction Documents”); (d) a certificate of good standing of Seller from the secretary of state of the state where Seller is incorporated and in each other jurisdiction in which Seller conducts business; (e) an incumbency certificate executed on behalf of Seller by its secretary certifying the signature and office of each officer executing this Agreement and the other documents and instruments contemplated in this Agreement; (f) a certificate that an officer of Seller executes, dated as of the Closing Date, certifying as to the fulfillment of the conditions set forth in Sections 9.1 and 9.2; and (g) a receipt for the Cash to Close. ____________ * Confidential Treatment Requested 3.3.2 At the Closing, Purchaser will deliver to Seller: (a) the Cash to Close; (b) the Closing Statement; (c) A certificate a copy of the text of the resolutions adopted by the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of all of the transactions contemplated in the form attached as Annex VI (i) stating that Seller (this Agreement, duly certified by Purchaser’s secretary or the applicable transferor for federal income tax purposes) is not a foreign corporation, foreign partnership, foreign trust or foreign estate, (ii) stating that it is not a disregarded entity, (iii) providing its U.S. Employer Identification Numbers and (iv) providing its addresses, all pursuant assistant secretary to the Codeeffect that such copies are true, correct and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded; (d) An agreement with regard to all data to which Seller may receive copies pursuant to Section 1.10, an incumbency certificate executed on behalf of Purchaser by its secretary certifying the signature and office of each officer or representative executing this Agreement and the other documents and instruments contemplated in form and content mutually acceptable to Seller and Buyer (the “Data this Agreement”), pursuant to which Seller shall agree to maintain such data as confidential and not to share such data with third parties; provided, however, that the Seller shall have the right to disclose such data to prospective purchasers of Seller’s membership interests or Seller’s retained interest in the oil and gas leases relating to the Wellbores if such third parties shall have executed a confidentiality agreement with regard to such data.and (e) Such other instruments a certificate that an officer of Purchaser executes, dated as are necessary to effectuate the conveyance of the Properties Closing Date, certifying as to Buyer;the fulfillment of the conditions set forth in Sections 8.1 and 8.2; and (f) Letters in lieu a certificate of division orders addressed to each purchaser good standing of Purchaser from the secretary of state of the Substances; (g) Written and recordable releases of all liens and security interests held by BofA, pursuant to the BofA Credit Facility, in the Properties, and terminations of related financing statements, in form and content reasonably satisfactory to Buyer, state where Purchaser is incorporated and in sufficient counterparts to facilitate recording; and (h) A certificate each other jurisdiction in the form of Annex IIIwhich Purchaser conducts business. 9.2.2 3.3.3 At the Closing Buyer Closing, the parties shall deliver to Seller, or cause to be delivered, each other the following instruments, dated the Closing Date, properly executed by authorized officers of Buyer and, where appropriate, acknowledgedfollowing: (a) A certificate in the form of Annex IV,Noncompete Agreements; and (b) The Data Agreement; and (c) Executed counterparts individual instruments of assignment or transfer by country and corporate owner, of the Assignment dated patents, trademarks and copyrights which constitute the Closing Date but effective as Intellectual Property, sufficient to convey and vest full legal and equitable title in the Intellectual Property to the Purchaser, in recordable form, if not already registered or applied for in the name of the Effective DatePurchaser (the “Intellectual Property Assignment and Assumption Agreements”).

Documents to Be Delivered at Closing. 9.2.1 The Noncompete Agreements, the Bxxx of Sale and Assignment and Assumption Agreement (as defined below), the Intellectual Property Assignment and Assumption Agreements (as defined below), the Operating Agreement of Purchaser (as defined below) and any other agreements, documents, or instruments that this Agreement contemplates are collectively referred to in this Agreement as the “Collateral Agreements.” 4.2.1 At the Closing, Seller shall deliver to Buyer, or cause to be delivered, the following instruments, dated the Closing Date, properly executed by authorized officers of Seller (or, in the case of the Guaranty, of Constellation Energy Commodities Group, Inc.) and, where appropriate, acknowledgedPurchaser: (a) Counterparts (i) documents in form and substance satisfactory to counsel for Purchaser evidencing releases of an Assignment and Xxxx of Sale from Seller in the form of Annex V sufficient to convey to Buyer the Properties any liens, claims, pledges, security interests or other encumbrances (collectively, the “AssignmentLiens”) “on any of the Purchased Assets, (ii) such other instruments of conveyance, assignment and transfer, in form and substance satisfactory to Purchaser and its counsel, as shall be effective to convey, transfer and assign to Purchaser good and marketable title to the Purchased Assets, free of all Liens; (b) A Guaranty a copy of the text of the resolutions adopted by the board of directors of Seller and the Stockholder authorizing the execution, delivery and performance of this Agreement from Constellation Energy Commodities Group, Inc. and the consummation of all of the transactions contemplated in the form of Annex VII, up to a maximum amount not to exceed the Maximum Guaranty Amount (the “Guaranty “; and collectively, with this Agreement, duly certified by Seller’s secretary or assistant secretary to the Assignmenteffect that such copies are true, correct and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded; (c) a certificate of good standing of Seller from the Data secretary of state of the state where Seller is incorporated and in each other jurisdiction in which Seller conducts business; (d) an incumbency certificate executed on behalf of Seller by its secretary certifying the signature and office of each officer executing this Agreement and any the other agreement between documents and instruments contemplated in this Agreement; (e) a certificate that an officer of Seller executes, dated as of the Closing Date, certifying as to the fulfillment of the conditions set forth in Sections 10.1 and Buyer that expressly states that it constitutes 10.2; and (f) a Transaction Document receipt for purposes the Cash to Close. 4.2.2 At the Closing, Purchaser will deliver to Seller: (a) the Cash to Close; (b) the Closing Statement; (c) a copy of the text of the resolutions adopted by the sole member of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of all of the transactions contemplated in this Agreement, duly certified by Purchaser’s secretary or assistant secretary to the effect that such copies are true, correct and all complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded; (d) a certificate of good standing of Purchaser from the secretary of state of the state where Purchaser is organized and in each other agreements, documents, jurisdiction in which Purchaser conducts business; (e) an incumbency certificate executed on behalf of Purchaser by its secretary certifying the signature and office of each officer or representative executing this Agreement and the other documents and instruments entered into contemplated in this Agreement; and (f) a certificate that an officer of Purchaser executes, dated as of or after the date hereof Closing Date, certifying as to the fulfillment of the conditions set forth in Sections 9.1 and at or prior to Closing in connection with the transactions contemplated hereby and all certificates delivered by the parties hereto at 9.2. 4.2.3 At the Closing, the parties shall deliver to each other the following: (a) the Noncompete Agreement; (b) the operating agreement of Purchaser which reflects the ownership by Seller of a 25% membership interest and the ownership by Advanced Technology Incubator, Inc. ("ATI") of a 5% membership, in a form satisfactory to Purchaser, Seller and Member (the “Transaction DocumentsOperating Agreement”); (c) A certificate a bxxx of sale and assignment and assumption agreement pursuant to which, as of the Closing Date, Seller will assign to Purchaser all the Purchased Assets, and Purchaser will assume the Assumed Liabilities (as defined below), substantially in the form attached as Annex VI set forth on Exhibit D (i) stating that Seller (or the applicable transferor for federal income tax purposes) is not a foreign corporation, foreign partnership, foreign trust or foreign estate, (ii) stating that it is not a disregarded entity, (iii) providing its U.S. Employer Identification Numbers “Bxxx of Sale and (iv) providing its addresses, all pursuant to the Code;Assignment and Assumption Agreement”); and (d) An agreement with regard individual instruments of assignment or transfer by country and corporate owner, of the patents, trademarks and copyrights which constitute the Intellectual Property, sufficient to all data convey and vest full legal and equitable title in the Intellectual Property to which Seller may receive copies pursuant to Section 1.10the Purchaser, in form and content mutually acceptable to Seller and Buyer recordable form, if not already registered or applied for in the name of the Purchaser (the “Data AgreementIntellectual Property Assignment and Assumption Agreements”), pursuant to which Seller shall agree to maintain such data as confidential and not to share such data with third parties; provided, however, that the Seller shall have the right to disclose such data to prospective purchasers of Seller’s membership interests or Seller’s retained interest in the oil and gas leases relating to the Wellbores if such third parties shall have executed a confidentiality agreement with regard to such data. (e) Such other instruments as are necessary to effectuate the conveyance of the Properties to Buyer; (f) Letters in lieu of division orders addressed to each purchaser of the Substances; (g) Written and recordable releases of all liens and security interests held by BofA, pursuant to the BofA Credit Facility, in the Properties, and terminations of related financing statements, in form and content reasonably satisfactory to Buyer, and in sufficient counterparts to facilitate recording; and (h) A certificate in the form of Annex III. 9.2.2 At the Closing Buyer shall deliver to Seller, or cause to be delivered, the following instruments, dated the Closing Date, properly executed by authorized officers of Buyer and, where appropriate, acknowledged: (a) A certificate in the form of Annex IV, (b) The Data Agreement; and (c) Executed counterparts of the Assignment dated the Closing Date but effective as of the Effective Date.

Documents to Be Delivered at Closing. 9.2.1 The Noncompete Agreements, the Xxxx of Sale and Assignment and Assumption Agreement (as defined below), the Vehicle Title Nominee Agreement (as defined below), the Escrow Agreement and any other agreements, documents, or instruments that this Agreement contemplates are collectively referred to in this Agreement as the ‘‘Collateral Agreements.’’ 4.3.1 At the Closing, Seller and Shareholder shall deliver to Buyer, or cause to be delivered, the following instruments, dated the Closing Date, properly executed by authorized officers of Seller (or, in the case of the Guaranty, of Constellation Energy Commodities Group, Inc.) and, where appropriate, acknowledgedPurchaser: (a) Counterparts (i) documents in form and substance satisfactory to counsel for Purchaser evidencing releases of an Assignment any liens, claims, pledges, security interests or other encumbrances (collectively, the ‘‘Liens’’) on any of the Purchased Assets, (ii) Vehicle titles and Xxxx titles to all other titled Purchased Assets, and (iii) such other instruments of Sale from Seller conveyance, assignment and transfer, in form and substance satisfactory to Purchaser and its counsel, as shall be effective to convey, transfer and assign to Purchaser good and marketable title to the form Purchased Assets, free of Annex V sufficient to convey to Buyer the Properties (the “Assignment) “all Liens; (b) A Guaranty Agreement from Constellation Energy Commodities Grouporiginals of the Transportation Contracts, Inc. in the form of Annex VII, up to a maximum amount not to exceed the Maximum Guaranty Amount (the “Guaranty “; and collectively, with this Agreement, the Assignment, the Data Agreement and any other agreement between Seller and Buyer that expressly states that it constitutes a Transaction Document for purposes of this AgreementMiscellaneous Contracts, and Permits, together with all consents and other agreementsexecuted documents necessary to validly assign such contracts or, documentsif Purchaser requests, and instruments entered into as of or after the date hereof and at or prior to Closing in connection with the transactions contemplated hereby and all certificates delivered by the parties hereto at the Closing, the “Transaction Documents”)transfer such Permits; (c) A certificate an opinion of counsel of Seller and Shareholder, dated as of the Closing Date, satisfactory in scope and substance to counsel for Purchaser containing such opinions as set forth on the form attached as Annex VI (i) stating that Seller (or the applicable transferor for federal income tax purposes) is not a foreign corporation, foreign partnership, foreign trust or foreign estate, (ii) stating that it is not a disregarded entity, (iii) providing its U.S. Employer Identification Numbers and (iv) providing its addresses, all pursuant to the Codeof opinion letter set forth on Exhibit J; (d) An agreement with regard to all data to which Seller may receive copies pursuant to Section 1.10, in form and content mutually acceptable to a copy of the text of the resolutions adopted by the board of directors of Seller and Buyer (Shareholder authorizing the “Data execution, delivery and performance of this Agreement and the consummation of all of the transactions contemplated in this Agreement”), pursuant to which together with copies of the certificate of incorporation and bylaws of Seller shall agree to maintain such data as confidential and not to share such data with third parties; providedShareholder, however, that the Seller shall have the right to disclose such data to prospective purchasers of duly certified by Seller’s membership interests and Shareholder's secretary or Seller’s retained interest in the oil and gas leases relating assistant secretary to the Wellbores if effect that such third parties shall copies are true, correct and complete copies of such resolutions, certificates of incorporation and bylaws and that such resolutions were duly adopted and have executed a confidentiality agreement with regard to such data.not been amended or rescinded; (e) Such other instruments as are necessary to effectuate a certificate of good standing of Seller and Shareholder from the conveyance secretary of state of the Properties to Buyerstate where each of them is incorporated and in each other jurisdiction in which Seller conducts its business; (f) Letters an incumbency certificate executed on behalf of Seller and Shareholder by their respective secretaries certifying the signature and office of each officer executing this Agreement and the other documents and instruments contemplated in lieu of division orders addressed to each purchaser of the Substancesthis Agreement; (g) Written a certificate that an officer of Seller and recordable releases Shareholder executes, dated as of all liens and security interests held by BofAthe Closing Date, pursuant certifying as to the BofA Credit Facility, fulfillment of the conditions set forth in the Properties, Sections 10.1 and terminations of related financing statements, in form and content reasonably satisfactory to Buyer, and in sufficient counterparts to facilitate recording10.2; and (h) A certificate in a receipt for the form of Annex IIICash to Close. 9.2.2 4.3.2 At the Closing Buyer shall Closing, Purchaser will deliver to Seller, or cause to be delivered, the following instruments, dated the Closing Date, properly executed by authorized officers of Buyer and, where appropriate, acknowledged: (a) A certificate in the form of Annex IV,Cash to Close; (b) The Data the Closing Statement; (c) a copy of the text of the resolutions adopted by the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of all 3 Table of Contents of the transactions contemplated in this Agreement, duly certified by Purchaser’s secretary or assistant secretary to the effect that such copies are true, correct and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded; (d) a certificate of good standing of the Purchaser from the secretary of state of the state where Purchaser is incorporated and of New York; (e) an incumbency certificate executed on behalf of Purchaser by its secretary certifying the signature and office of each officer or representative executing this Agreement and the other documents and instruments contemplated in this Agreement; (f) a certificate that an officer of Purchaser executes, dated as of the Closing Date, certifying as to the fulfillment of the conditions set forth in Sections 9.1 and 9.2; and (g) an opinion of counsel of Purchaser, dated as of the Closing Date, satisfactory in scope and substance to counsel for Seller containing such opinions as set forth on the form of opinion letter set forth on Exhibit K; 4.3.3 At the Closing, the parties shall deliver to each other the following: (a) the Noncompete Agreements; (b) a xxxx of sale and assignment and assumption agreement pursuant to which, as of the Closing Date, Seller will assign to Purchaser all the Purchased Assets, and Purchaser will assume the Assumed Liabilities (as defined below), substantially in the form set forth on Exhibit L (‘‘Xxxx of Sale and Assignment and Assumption Agreement’’); and (c) Executed counterparts of a vehicle title nominee agreement substantially in the Assignment dated the Closing Date but effective as of the Effective Dateform set forth on Exhibit M (‘‘Vehicle Title Nominee Agreement’’).