Common use of OBLIGATIONS OF THE PARTIES AT THE CLOSING Clause in Contracts

OBLIGATIONS OF THE PARTIES AT THE CLOSING. Upon the execution of this Agreement and the Escrow Agreement contemplated hereby, the form of which is attached hereto as Exhibit A (the "Escrow Agreement"), the Purchaser shall cause a portion of the Purchase Price in an amount equal to $1,000,000 (the "Escrow Consideration") as well as the balance of the Purchase Price (the "Cash Consideration" and, together with the Escrow Consideration, the "Escrow Funds") to be deposited in escrow to be held by the Escrow Agent appointed under the terms of the Escrow Agreement in accordance with the terms and conditions set forth herein and therein. Upon confirmation that Escrow Agent has received the Escrow Funds, CFI shall deliver or cause to be delivered to the account (the "Purchaser's Account") identified on Exhibit B (i) the certificate or certificates representing the Shares, registered in CFI's name, together with an executed stock power, or other appropriate transfer instrument, with an original signature from an authorized representative of CFI, duly transferring the Shares to the Purchaser, or alternatively (ii) written confirmation from DTC or the brokerage firm in which Purchaser's Account is located that the Shares have been irrevocably transferred by CFI free and clear of all liens and encumbrances to the Purchaser's Account. Upon confirmation that the Shares have been received in Purchaser's Account in accordance with the previous sentence, Escrow Agent shall (i) deliver the Cash Consideration payable to CFI by wire transfer to the account identified on Exhibit C (the "Designated Account") and (ii) retain the Escrow Consideration under the terras and conditions of the Escrow Agreement. The parties hereto shall execute and deliver, and use their best efforts to cause Bluegreen to execute and deliver, the Escrow Agreement. The Closing shall be deemed to have occurred upon confirmation that the Shares have been delivered to Purchaser's Account and the Cash Consideration wired to the Designated Account.

OBLIGATIONS OF THE PARTIES AT THE CLOSING. Upon (a) At the Closing, Sodexho, JJFMS and CCA UK shall provide the Escrow Agents with joint written notice directing said Escrow Agents to complete the actions set out in the following clauses (i) through (iii): (i) The payment of the Purchase Price as specified in Section 2.01 hereof to JJFMS. (ii) The delivery of the share certificate(s) issued by UKDS representing the UKDS Shares, with duly executed stock powers, to Sodexho. (iii) The delivery of the share certificate(s) issued by CCA Australia representing the CCA Australia Shares, with duly executed stock powers, to Sodexho. (b) At the Closing, the following events set out in clauses (i) through (iv) shall occur: (i) Sellers shall procure the delivery to Sodexho of duly executed transfers of all of the Shares in favor of Sodexho or its nominee(s). (ii) Sellers shall deliver to Sodexho any waiver, consent or other document which Sodexho may require to obtain a good title to the Shares registered in the name of Sodexho or its nominee(s), including any Power of Attorney under which any document required to be delivered under this Agreement has been executed. (iii) JJFMS shall deliver signed resignations of all persons who are CCA-designated directors and officers (other than T. Xxx Xxxxx) of UKDS and CCA Australia. (iv) Sellers, Prison Realty, CCA and Sodexho shall deliver certified copies of resolutions of their respective board of directors and of the majority of the voting shareholders of JJFMS approving execution and delivery of this Agreement and consummation of the Escrow Agreement transactions contemplated hereby. (v) Copies of all consents of third parties and governmental bodies and agencies necessary for the transfer of the UKDS Shares and all such consents necessary for the transfer of the CCA Australia Shares shall have been furnished to Sodexho, it being understood that once the consents necessary for the transfer of the UKDS Shares have been obtained the Closing shall proceed with respect to the transfer of said UKDS Shares (assuming the other conditions to the transfer of said UKDS Shares shall have been satisfied) and it being understood that once the consents necessary for the transfer of the CCA Australia Shares have been obtained, the form Closing shall proceed with respect to the transfer of which is attached hereto as Exhibit A said CCA Australia Shares (assuming the "Escrow Agreement"other conditions to the transfer of said Shares shall have been satisfied), and if at any time the Purchaser shall cause a portion third parties and governmental consents for the transfer of the Purchase Price in an amount equal to $1,000,000 (the "Escrow Consideration") as well as the balance of the Purchase Price (the "Cash Consideration" and, together with the Escrow Consideration, the "Escrow Funds") to be deposited in escrow to be held by the Escrow Agent appointed under the terms of the Escrow Agreement in accordance with the terms and conditions set forth herein and therein. Upon confirmation that Escrow Agent has received the Escrow Funds, CFI shall deliver or cause to be delivered to the account (the "Purchaser's Account") identified on Exhibit B (i) the certificate or certificates representing the Shares, registered in CFI's name, together with an executed stock power, or other appropriate transfer instrument, with an original signature from an authorized representative of CFI, duly transferring the Shares to the Purchaser, or alternatively (ii) written confirmation from DTC or the brokerage firm in which Purchaser's Account is located that all the Shares have been irrevocably transferred by CFI free obtained and clear all other conditions have been satisfied, then the Closing shall occur with respect to the transfer of all liens and encumbrances to the Purchaser's Account. Upon confirmation that the Shares have been received in Purchaser's Account in accordance with the previous sentence, Escrow Agent shall (i) deliver the Cash Consideration payable to CFI by wire transfer to the account identified on Exhibit C (the "Designated Account") of UKDS and (ii) retain the Escrow Consideration under the terras and conditions of the Escrow Agreement. The parties hereto shall execute and deliver, and use their best efforts to cause Bluegreen to execute and deliver, the Escrow Agreement. The Closing shall be deemed to have occurred upon confirmation that the Shares have been delivered to Purchaser's Account and the Cash Consideration wired to the Designated AccountCCA Australia.

OBLIGATIONS OF THE PARTIES AT THE CLOSING. Upon (a) At the Closing, Sodexho, JJFMS and CCA UK shall provide the Escrow Agents with joint written notice directing said Escrow Agents to complete the actions set out in the following clauses (i) through (iii): (i) The payment of the Purchase Price as specified in Section 2.01 hereof to JJFMS. (ii) The delivery of the share certificate(s) issued by UKDS representing the UKDS Shares, with duly executed stock powers, to Sodexho. (iii) The delivery of the share certificate(s) issued by CCA Australia representing the CCA Australia Shares, with duly executed stock powers, to Sodexho. (b) At the Closing, the following events set out in clauses (i) through (iv) shall occur: (i) Sellers shall procure the delivery to Sodexho of duly executed transfers of all of the Shares in favor of Sodexho or its nominee(s). (ii) Sellers shall deliver to Sodexho any waiver, consent or other document which Sodexho may require to obtain a good title to the Shares registered in the name of Sodexho or its nominee(s), including any Power of Attorney under which any document required to be delivered under this Agreement has been executed. (iii) JJFMS shall deliver signed resignations of all persons who are CCA-designated directors and officers (other than T. Don Xxxxx) xx UKDS and CCA Australia. (iv) Sellers, Prison Realty, CCA and Sodexho shall deliver certified copies of resolutions of their respective board of directors and of the majority of the voting shareholders of JJFMS approving execution and delivery of this Agreement and consummation of the Escrow Agreement transactions contemplated hereby. (v) Copies of all consents of third parties and governmental bodies and agencies necessary for the transfer of the UKDS Shares and all such consents necessary for the transfer of the CCA Australia Shares shall have been furnished to Sodexho, it being understood that once the consents necessary for the transfer of the UKDS Shares have been obtained the Closing shall proceed with respect to the transfer of said UKDS Shares (assuming the other conditions to the transfer of said UKDS Shares shall have been satisfied) and it being understood that once the consents necessary for the transfer of the CCA Australia Shares have been obtained, the form Closing shall proceed with respect to the transfer of which is attached hereto as Exhibit A said CCA Australia Shares (assuming the "Escrow Agreement"other conditions to the transfer of said Shares shall have been satisfied), and if at any time the Purchaser shall cause a portion third parties and governmental consents for the transfer of the Purchase Price in an amount equal to $1,000,000 (the "Escrow Consideration") as well as the balance of the Purchase Price (the "Cash Consideration" and, together with the Escrow Consideration, the "Escrow Funds") to be deposited in escrow to be held by the Escrow Agent appointed under the terms of the Escrow Agreement in accordance with the terms and conditions set forth herein and therein. Upon confirmation that Escrow Agent has received the Escrow Funds, CFI shall deliver or cause to be delivered to the account (the "Purchaser's Account") identified on Exhibit B (i) the certificate or certificates representing the Shares, registered in CFI's name, together with an executed stock power, or other appropriate transfer instrument, with an original signature from an authorized representative of CFI, duly transferring the Shares to the Purchaser, or alternatively (ii) written confirmation from DTC or the brokerage firm in which Purchaser's Account is located that all the Shares have been irrevocably transferred by CFI free obtained and clear all other conditions have been satisfied, then the Closing shall occur with respect to the transfer of all liens and encumbrances to the Purchaser's Account. Upon confirmation that the Shares have been received in Purchaser's Account in accordance with the previous sentence, Escrow Agent shall (i) deliver the Cash Consideration payable to CFI by wire transfer to the account identified on Exhibit C (the "Designated Account") of UKDS and (ii) retain the Escrow Consideration under the terras and conditions of the Escrow Agreement. The parties hereto shall execute and deliver, and use their best efforts to cause Bluegreen to execute and deliver, the Escrow Agreement. The Closing shall be deemed to have occurred upon confirmation that the Shares have been delivered to Purchaser's Account and the Cash Consideration wired to the Designated AccountCCA Australia.

OBLIGATIONS OF THE PARTIES AT THE CLOSING. Upon (a) At the execution Closing, AmSurg shall deliver to Seller: (i) a copy of resolutions of the Board of Directors of AmSurg, certified by its Secretary, authorizing the execution, delivery and performance of this Agreement and the Escrow Agreement other documents referred to herein to be executed by AmSurg, and the consummation of the transactions contemplated hereby; (ii) a certificate of AmSurg certifying as to the accuracy of the representations and warranties of AmSurg at and as of the Closing and that AmSurg has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by AmSurg at or before the Closing; (iii) the opinion of Bass, Berrx & Xims XXX, legal counsel for AmSurg, the terms of which are substantially as set forth in Schedule 11.4; and (iv) such other certificates and documents as Seller or its counsel may reasonably request. (b) At the Closing, Seller and Doctors will deliver to AmSurg: (i) a copy of resolutions of the members of Seller, certified by its Managing Members, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Seller, and the consummation of the transactions contemplated hereby; (ii) such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to AmSurg, as shall be effective to vest in AmSurg all of Seller's title to and interest in the Purchased Assets, all of Seller's books, records and other data relating to the Purchased Assets (except limited liability company) records and any other documents and records which Seller is required by law to retain in its possession, and simultaneously with such delivery, will take such steps as may be necessary to put AmSurg in actual possession and operating control of the Purchased Assets; (iii) a certificate of the Seller certifying as to the accuracy of Seller's representations and warranties at and as of the Closing and that it has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by Seller at or before the Closing; (iv) a certificate of each of the Doctors certifying as to the accuracy of Doctors' representations and warranties at and as of the Closing and that they have performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by each of them at or before the Closing; (v) the opinion of Corlxxx, Xxkexxxx & Xearx, xxgal counsel to Seller and Doctors, in substantially the form of which is attached hereto Schedule 10.6; and (vi) such other certificates and documents as Exhibit A (the "Escrow Agreement"), the Purchaser shall cause a portion of the Purchase Price in an amount equal to $1,000,000 (the "Escrow Consideration") as well as the balance of the Purchase Price (the "Cash Consideration" and, together with the Escrow Consideration, the "Escrow Funds") to be deposited in escrow to be held by the Escrow Agent appointed under the terms of the Escrow Agreement in accordance with the terms and conditions set forth herein and therein. Upon confirmation that Escrow Agent has received the Escrow Funds, CFI shall deliver AmSurg or cause to be delivered to the account (the "Purchaser's Account") identified on Exhibit B (i) the certificate or certificates representing the Shares, registered in CFI's name, together with an executed stock power, or other appropriate transfer instrument, with an original signature from an authorized representative of CFI, duly transferring the Shares to the Purchaser, or alternatively (ii) written confirmation from DTC or the brokerage firm in which Purchaser's Account is located that the Shares have been irrevocably transferred by CFI free and clear of all liens and encumbrances to the Purchaser's Account. Upon confirmation that the Shares have been received in Purchaser's Account in accordance with the previous sentence, Escrow Agent shall (i) deliver the Cash Consideration payable to CFI by wire transfer to the account identified on Exhibit C (the "Designated Account") and (ii) retain the Escrow Consideration under the terras and conditions of the Escrow Agreement. The parties hereto shall execute and deliver, and use their best efforts to cause Bluegreen to execute and deliver, the Escrow Agreement. The Closing shall be deemed to have occurred upon confirmation that the Shares have been delivered to Purchaser's Account and the Cash Consideration wired to the Designated Accountits counsel may reasonably request.