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

Documents to Be Delivered at the Closing. At the Closing and concurrently with the payment of the Purchase Price: (a) The Vendor shall deliver or cause to be delivered to the Purchaser: (i) all deeds of conveyance, bills of sale, transfers and assignments in form and content satisfactory to the Purchaser, appropriate to effectively vest good and marketable title to the Assets in the Purchaser to the extent contemplated by this agreement, and immediately registrable in all places where registration of such instruments is permitted or required; (ii) all consents and approvals referred to in paragraph 5.5; (iii) certified copies of such resolutions of the shareholders and directors of the Vendor as are required in the reasonable opinion of the Purchaser to authorize the execution, delivery and implementation of this agreement, including without limitation the Vendor’s Special Resolution; and (iv) copies of all books, contracts, commitments and records of the Vendor referred to in paragraph 5.2. (b) The Purchaser shall deliver or cause to be delivered to the Vendor: (i) original certificates representing the Purchaser’s Consideration, registered pursuant to the written direction of the Vendor, together with certified copies of such resolutions of the shareholders and directors of the Purchaser as are required in the reasonable opinion of the Vendor to authorize the execution, delivery and implementation of this agreement and the issuance of the Purchaser’s Consideration; (ii) the resignations, releases and appointments of the directors of the Purchaser referred to in paragraph 5.3, all in a form satisfactory to the Vendor, acting reasonably; and

Documents to Be Delivered at the Closing. At the Closing and concurrently with the payment of the Purchase Price: (a) The Vendor At the Closing, the Sellers, as applicable, shall deliver or cause to be delivered to REG and the Purchaser, as applicable, the following: (i) all deeds The Xxxx of conveyance, bills of sale, transfers and assignments in form and content satisfactory to the Purchaser, appropriate to effectively vest good and marketable title to the Assets Sale in the Purchaser to form attached hereto as Exhibit E executed by the extent contemplated by this agreement, and immediately registrable in all places where registration of such instruments is permitted or requiredCompany; (ii) all consents The Assignment and approvals referred to Assumption Agreement in paragraph 5.5the form attached hereto as Exhibit F executed by the Company; (iii) certified copies of such resolutions of the shareholders and directors of the Vendor as are required The Oil Feedstock Supply Agreement in the reasonable opinion of the Purchaser to authorize the execution, delivery and implementation of this agreement, including without limitation the Vendor’s Special Resolution; andform attached hereto as Exhibit C executed by Bunge; (iv) copies of all books, contracts, commitments and records of the Vendor referred to in paragraph 5.2. (b) The Purchaser shall deliver or cause to be delivered to the Vendor: (i) original certificates representing the Purchaser’s Consideration, registered pursuant to the written direction of the Vendor, together with certified copies of such resolutions of the shareholders and directors of the Purchaser as are required Services Agreement in the reasonable opinion of the Vendor to authorize the execution, delivery and implementation of this agreement and the issuance of the Purchaser’s Considerationform attached hereto as Exhibit D executed by Bunge; (iiv) The Addendum to the resignationsAmended and Restated Stockholder Agreement dated July 18, releases and appointments 2007 for the REG Common Stock in the form attached hereto as Exhibit H (the "Stockholder Agreement") executed by the Sellers; [Discuss - are the Sellers entering into a new Stockholder Agreement, or joining the current stockholder agreement] (vi) The Registration Rights Agreement in the form attached hereto as Exhibit I (the "Registration Rights Agreement") executed by the Sellers; (vii) Certified copies of the directors resolutions duly adopted by the Board of Managers and members of the Purchaser referred Company authorizing the transfer of the Assets to in paragraph 5.3Purchaser; (viii) Certified copies of the resolutions duly adopted by the Board of Managers and members of BIG authorizing the transactions contemplated by this Agreement; (ix) Any and all consents, filings, waivers, registrations, approvals or authorizations, with or by any Governmental Authority and all in a form satisfactory to consents, waivers, approvals or authorizations of any other Person required for the Vendor, acting reasonably; andconsummation of the Closing;

Documents to Be Delivered at the Closing. 7.1 Documents to be Delivered by the Company. At the Closing and concurrently with Closing, the payment of ----------------------------------------- Company shall deliver, or cause to be delivered, to each Purchaser the Purchase Pricefollowing: (a) The Vendor shall deliver or cause Permanently Unrestricted Share Certificate(s) representing the Shares and the Purchase Warrant and the Contingent Warrant, as contemplated by Schedule I; (b) the opinions of Pepper, Xxxxxxxx & Xxxxxx and Xxxxxxx and Berlin, Chartered, in form and substance satisfactory to be delivered Purchaser; (c) Securityholder's Agreement among the Company, the Purchasers and K. Xxxx Xxxxx; (d) Registration Rights Agreement among the Company and the Purchasers; (e) Purchase Warrants issued by the Company to each Purchaser; (f) Contingent Warrants issued by the Company to each Purchaser; (g) a letter agreement in favor of the Purchasers, signed by Xxxx DePodestra and Xxxxxx Xxxxxxx, reflecting their agreement to vote for the Purchaser's nominee on the Board of Directors; (h) certificates of good standing with respect to the Purchaser:Company and each Subsidiary issued by the secretaries of state of the appropriate jurisdictions; copies, certified by the secretary or assistant secretary as being a true and complete copy as of the Closing Date, of the by-laws of the Company; and copies certified by the Secretary of State of Deleware of the Certificate of Incorporation of the Company; (i) all deeds copy of conveyance, bills of sale, transfers and assignments in form and content satisfactory to the Purchaser, appropriate to effectively vest good and marketable title to the Assets in the Purchaser to the extent contemplated by this agreement, and immediately registrable in all places where registration of such instruments is permitted or required; (ii) all consents and approvals referred to in paragraph 5.5; (iii) certified copies of such resolutions of the shareholders and board of directors of the Vendor as are required in the reasonable opinion of the Purchaser to authorize Company authorizing the execution, delivery and implementation performance of this agreementAgreement, including without limitation and a certificate of its secretary, dated the Vendor’s Special ResolutionClosing Date, that such resolutions were duly adopted and are in full force and effect and attesting to the true signatures and to the incumbency of the officers of the Company executing this Agreement and Transaction Documents; and (ivj) copies of all books, contracts, commitments and records of such other documents as the Vendor referred to in paragraph 5.2. (b) The Purchaser shall deliver or cause to be delivered to the Vendor: (i) original certificates representing the Purchaser’s Consideration, registered pursuant to the written direction of the Vendor, together with certified copies of such resolutions of the shareholders and directors of the Purchaser as are required in the reasonable opinion of the Vendor to authorize the execution, delivery and implementation of this agreement and the issuance of the Purchaser’s Consideration; (ii) the resignations, releases and appointments of the directors of the Purchaser referred to in paragraph 5.3, all in a form satisfactory to the Vendor, acting reasonably; andreasonably request.