Common use of Obligations of the Seller at Closing Clause in Contracts

Obligations of the Seller at Closing. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following documents and take the other actions identified below: (a) bills of sale, conveying to Buyer: (i) all of the Phone Equipment; (ii) executed copies of any transition agreements as provided for in Section 2.2; and (iii) the Miscellaneous Equipment and any other Equipment and Sale Assets (the "Xxxx of Sale"). The Xxxx of Sale shall be executed by Buyer on the Commencement Date and shall be deposited with Buyer's counsel. Buyer's counsel shall only release the Xxxx of Sale to buyer at Closing, and, in the event Closing does not occur for any reason, shall deliver the Xxxx of Sale to Seller. (b) a certified copy of the resolutions of the board of directors of Seller authorizing the execution, delivery and performance of the Agreement and all documents, instruments and transactions contemplated herein; (c) duly executed instruments of Assignment relating to the Assigned Contracts; (d) closing certificates pursuant to which Seller represents and warrants to Buyer that its representations and warranties to Buyer are true and correct in all material respects as of the Closing Date as if then originally made and that all covenants required by the terms hereof to be performed by Seller on or before the Closing Date, to the extent not waived by Buyer in writing, have been so performed in all material respects; (e) closing certificates pursuant to which Seller represents and warrants to Buyer that its representations and warranties to Buyer are true and correct in all material respects as of the Closing Date as if then originally made and that all covenants required by the terms hereof to be performed by Seller on or before the Closing Date, to the extent not waived by Buyer in writing, have been so performed in all material respects; copies of the Assigned Contracts and evidence, that all required Cure Costs, if any, have been paid as of the Commencement Date; (f) all other documents and instruments as may be reasonably necessary and required to consummate the transactions contemplated by this Agreement approving and authorizing this Agreement and the transactions contemplated thereby, including, but not limited to assignment certificates as requested on a case by case basis; and (g) such other documents as Buyer may reasonably request.

Obligations of the Seller at Closing. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following documents and take the other actions identified below: (a) bills of sale, conveying to Buyer: (i) all of the Non-Franchise Phone Equipment; Equipment and (ii) Franchise Phone Equipment so long as the DOITT Transfer Approval has been obtained, (iii) executed copies of any transition agreements as provided for set forth in Section 2.2; Schedule 2.1.3(a) and (iiiiv) the Miscellaneous Equipment and any other Equipment and Sale Assets (the "Xxxx of Sale")Assets. The Xxxx of Sale shall be executed by Buyer on the Commencement Date and shall be deposited with Buyer's counsel. Buyer's counsel shall only release the Xxxx of Sale to buyer at Closing, and, in In the event the DOITT Transfer Approval has not been obtained by the Closing does not occur for any reasonDate, Seller shall deliver to Buyer’s counsel in escrow a xxxx of sale for the Xxxx of Sale Franchise Phone Equipment which will be released to Seller.Buyer upon obtaining the DOITT Transfer Approval; (b) a certified copy of the resolutions of the board of directors of Seller authorizing the execution, delivery and performance of the Agreement and all documents, instruments and transactions contemplated herein; (c) duly executed instruments of Assignment relating to the Assigned Contracts; (d) closing certificates pursuant to which the Seller represents and warrants to Buyer that its representations and warranties to Buyer are true and correct in all material respects as of the Closing Date as if then originally made and that all covenants required by the terms hereof to be performed by the Seller on or before the Closing Date, to the extent not waived by the Buyer in writing, have been so performed in all material respects; (e) closing certificates pursuant to which Seller represents and warrants to Buyer that its representations and warranties to Buyer are true and correct in all material respects as of the Closing Date as if then originally made and 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 Buyer in writing, have been so performed in all material respects; copies of the Assigned Contracts and evidence, evidence that all required Cure Costs, if any, Costs have been paid as of the Commencement Dateor will be paid; (f) all other documents and instruments as may be reasonably necessary and required to consummate the transactions contemplated by this Agreement approving and authorizing this Agreement and the transactions contemplated thereby, including, but not limited to assignment certificates as requested on a case by case basis; and; (g) such other documents as Buyer may reasonably request; and (h) there shall have been no material adverse change in the Sale Assets or the Northeast Business of Seller prior to the Closing Date.

Obligations of the Seller at Closing. At the Closing, the Seller shall shall: (a) deliver or cause to be delivered to Buyer the following documents Purchaser the Instruments of Conveyance, including without limitation, a Bill of Sale (the "Bill of Saxx"), in the form axxxxhed as Exhibit B hereto, and take an Assignment of Contracts and Leases (the other actions identified below:"Assignment of Contracts and Leases"), in the form attached as Exhibit C hereto; (ab) bills deliver or cause to be delivered to Purchaser a certificate of sale, conveying an executive officer or member of Seller to Buyerthe effect that the conditions set forth in Article 7 have been satisfied and that the representations and warranties contained in Article 5 are true and correct at and as of the Closing Date except: (i) all of the Phone Equipmentfor changes specifically permitted by or disclosed pursuant to this Agreement; and (ii) executed copies that those representations and warranties which address matters only as of any transition agreements a particular date shall remain true and correct as provided for in Section 2.2; and (iii) the Miscellaneous Equipment and any other Equipment and Sale Assets (the "Xxxx of Sale"). The Xxxx of Sale shall be executed by Buyer on the Commencement Date and shall be deposited with Buyer's counsel. Buyer's counsel shall only release the Xxxx of Sale to buyer at Closing, and, in the event Closing does not occur for any reason, shall deliver the Xxxx of Sale to Seller. (b) a certified copy of the resolutions of the board of directors of Seller authorizing the execution, delivery and performance of the Agreement and all documents, instruments and transactions contemplated hereinsuch date; (c) deliver or cause to be delivered to Purchaser copies of resolutions duly executed instruments adopted by the Board of Assignment relating to Directors or members and the Assigned ContractsStockholders of Seller authorizing and approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, certified by an executive officer or member of Seller; (d) closing certificates execute and deliver or cause to be delivered to Purchaser either (i) an assignment of all real property leases relating to all tangible assets used by the Seller or by the Practices pursuant to which Seller represents the Assignment of Contracts and warrants Leases, or (ii) leases or subleases to Buyer that its representations and warranties to Buyer are true and correct the Purchaser for such real property and, in all material respects as each case, if applicable, including the consents of the Closing Date as if then originally made and landlord or the lessor relating thereto (the "Lessor Consents"), in each case with respect to assets that all covenants required by the terms hereof to be performed by Seller on or before the Closing Date, are material to the extent not waived by Buyer in writing, have been so performed in all material respectsBusiness; (e) closing certificates pursuant deliver to which Seller represents and warrants to Buyer that its representations and warranties to Buyer are true and correct in all material respects as of the Closing Date as if then originally made and that all covenants required by the terms hereof Purchaser or cause to be performed delivered to Purchaser all other documents and instruments, duly executed where required or appropriate, as the Purchaser may reasonably request in connection with the transactions contemplated by Seller on or before the Closing Date, to the extent not waived by Buyer in writing, have been so performed in all material respects; copies of the Assigned Contracts and evidence, that all required Cure Costs, if any, have been paid as of the Commencement Datethis Agreement; (f) all other documents and instruments as may deliver or cause to be reasonably necessary and required delivered to consummate Purchaser a certificate of incumbency of Seller, executed by an executive officer or member of Seller, which lists the transactions contemplated by this Agreement approving and authorizing officers or members of Seller authorized to execute this Agreement and closing documents on behalf of Seller and their specimen signatures; (g) deliver to Purchaser or cause to be delivered to Purchaser an opinion letter of counsel to the transactions contemplated therebySeller with respect to the matters set forth in (I) the first sentence of Section 5.1, including(II) the matters set forth in subsections (i) and (ii) of the second sentence of Section 5.1, but not limited to assignment certificates as requested on a case by case basisand (III) the matters set forth in Section 5.2; and (gh) such other documents execute and deliver to Purchaser a lease for all furniture, fixtures and equipment owned by Seller, in the form attached as Buyer may reasonably requestExhibit M (the "Personal Property Lease").

Obligations of the Seller at Closing. At the Closing, Seller the Seller, as the case may be, shall deliver or cause to be delivered to the Buyer the following documents and take the other actions identified belowfollowing: (a) bills of saleassignments and/or applicable third party consents relating to the Acquired Agreements in form and substance reasonably satisfactory to the Buyer, conveying to Buyer: (i) all and its counsel, duly executed by the Seller, if same are necessary under the terms and conditions of the Phone Equipment; (ii) executed copies of any transition agreements as provided for in Section 2.2; and (iii) the Miscellaneous Equipment and any other Equipment and Sale Assets (the "Xxxx of Sale"). The Xxxx of Sale shall be executed by Buyer on the Commencement Date and shall be deposited with Buyer's counsel. Buyer's counsel shall only release the Xxxx of Sale to buyer at Closing, and, in the event Closing does not occur for any reason, shall deliver the Xxxx of Sale to Seller.Acquired Agreements; (b) a certified copy documents evidencing the substitution of the resolutions Buyer for the Company on the performance bonds related to the Acquired Agreements and the release of GTJ REIT, Inc. from the board guaranty of directors of Seller authorizing such performance bonds, in form and substance satisfactory to the executionbonding companies, delivery the Parties and performance of their respective counsel, duly executed by the Agreement and all documents, instruments and transactions contemplated hereinParties; (c) duly executed instruments a certificate, dated the Closing Date, of Assignment relating to the Assigned ContractsSecretary of the Seller certifying the resolutions adopted by the Board of Directors of the and sole shareholder of Seller approving the execution and delivery of this Agreement and the consummation of the transactions contemplated under this Agreement; (d) closing certificates pursuant to which a certificate, dated the Closing Date, of an officer of the Seller represents and warrants to Buyer stating that its the representations and warranties to Buyer of the Seller contained in the Agreement are true true, accurate and correct in all material respects complete as of the Closing Date as if then originally made and 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 Buyer in writing, have been so performed in all material respects; ; (e) closing certificates pursuant to which Seller represents and warrants to Buyer that its representations and warranties to Buyer are true and correct in all material respects as resignations, duly acknowledged by resolution of the Closing Date Company, under which the Seller and any other parties serving as if then originally made and that all covenants required by the terms hereof to be performed by Seller on President or before the Closing Date, to the extent not waived by Buyer in writing, have been so performed in all material respects; copies other executive positions of the Assigned Contracts and evidence, that all required Cure Costs, if any, have been paid as Company (inclusive of the Commencement DateBoard of Directors) shall formally resign their position; (f) any and all such other documents documents, agreements, certificates and instruments as may be reasonably necessary and required to consummate be executed and/or delivered by the transactions contemplated by Seller to Buyer, and all payments (if any) required to be made, pursuant to the terms and provisions of this Agreement approving and authorizing this Agreement and the transactions contemplated thereby, including, but not limited to assignment certificates as requested on a case by case basisAgreement; and (g) such other documents as Buyer may reasonably request.

Obligations of the Seller at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by the Purchaser of its obligations pursuant to Section 7.3, the Seller shall deliver or cause to be delivered to Buyer the following documents and take Purchaser the other actions identified belowfollowing: (a) bills of salean assignment with respect to the Interests, conveying to Buyer: (i) all of the Phone Equipment; (ii) executed copies of any transition agreements as provided for in Section 2.2; and (iii) the Miscellaneous Equipment and any other Equipment and Sale Assets (the "Xxxx of Sale"). The Xxxx of Sale shall be duly executed by Buyer on the Commencement Date and shall be deposited with Buyer's counsel. Buyer's counsel shall only release the Xxxx of Sale to buyer at Closing, and, in the event Closing does not occur for any reason, shall deliver the Xxxx of Sale to Seller.; (b) a certified copy certificate of the resolutions Secretary of State of the board State of directors Delaware as to the good standing as of Seller authorizing the execution, delivery and performance a recent date of each member of the Agreement and all documents, instruments and transactions contemplated hereinCompany Group; (c) duly executed instruments a certificate of Assignment relating non-foreign status from the Seller conforming to the Assigned Contractsrequirements of Treasury Regulations Section 1.1445-2(b)(2); (d) closing certificates pursuant evidence, satisfactory to which Seller represents and warrants to Buyer that the Purchaser in its representations and warranties to Buyer are true and correct in all material respects as reasonable discretion, of proper assignment of the Closing Date trademarks set forth on Schedule 7.2(d) to one or more members of the Company Group, as if then originally made and 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 Buyer in writing, have been so performed in all material respectsapplicable; (e) closing certificates pursuant to which Seller represents and warrants to Buyer that its representations and warranties to Buyer are true and correct in all material respects as of the Closing Date as if then originally made and that all covenants required Escrow Agreement, duly executed by the terms hereof to be performed by Seller on or before the Closing Date, to the extent not waived by Buyer in writing, have been so performed in all material respects; copies of the Assigned Contracts and evidence, that all required Cure Costs, if any, have been paid as of the Commencement DateSeller; (f) the Loan and Security Agreement, duly executed by the Seller; (g) the Intercreditor Agreement contemplated by the Loan and Security Agreement, duly executed by the Seller; (h) resignations of all other officers and directors and managers of each member of the Company Group, effective as of the Closing Date; (i) evidence, satisfactory to the Purchaser in its reasonable discretion, of the transfer from Northern White Sand to the Seller or one of its Affiliates of the parcels identified on Schedule 7.3(i) (collectively, the “Frac Tech Parcels”), effective on or prior to the Closing Date; (j) all such certificates and documents as may be necessary or appropriate to change the authorized signatories on all bank accounts and safe deposit boxes maintained by or in the name of the members of the Company Group; and (k) all such additional instruments, documents and instruments certificates provided for by this Agreement or as may be reasonably necessary and required to consummate requested by the Purchaser in connection with the Closing of the transactions contemplated by this Agreement approving and authorizing this Agreement and the transactions contemplated thereby, including, but not limited to assignment certificates as requested on a case by case basis; and (g) such other documents as Buyer may reasonably requestAgreement.

Obligations of the Seller at Closing. At On the Closingapplicable Closing Date, the Seller shall deliver or cause to be delivered to the Buyer the following documents and take the other actions identified below: (a) bills an assignment and xxxx of sale, conveying to Buyer: (i) all of the Phone Equipment; (ii) executed copies of any transition agreements as provided for in Section 2.2; and (iii) the Miscellaneous Equipment and any other Equipment and Sale Assets (for which regulatory approval has been obtained to the "Xxxx Buyer in the form attached as Schedule 10.2(a) hereof and all of Sale"). The Xxxx the other Sale Assets as of Sale shall be executed by Buyer on the Commencement Initial Closing Date and shall be deposited with Buyer's counsel. Buyer's counsel shall only release the Xxxx remaining customer account assets for which final regulatory approval as been obtained as of Sale to buyer at Closing, and, in the event final closing date (“Final Closing does not occur for any reason, shall deliver the Xxxx of Sale to Seller.Date”); (b) a certified copy of the resolutions of the board of directors of Seller authorizing the executionclosing certificate, delivery and performance of the Agreement and all documents, instruments and transactions contemplated herein; (c) duly executed instruments of Assignment relating to the Assigned Contracts; (d) closing certificates pursuant to which the Seller represents and warrants to the Buyer that its the representations and warranties warranties, covenants and other agreements made by Seller to the Buyer in this Agreement are true and correct in all material respects as of the applicable Closing Date as if then originally made and that all covenants required by the terms hereof to be performed by the Seller on or before the Closing Date, to the extent not waived by the Buyer in writing, have been so performed in all material respects; (e) closing certificates pursuant to which Seller represents and warrants to Buyer that its representations and warranties to Buyer are true and correct in all material respects as of the Closing Date as if then originally made and 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 Buyer in writing, have been so performed in all material respects; copies of the Assigned Contracts and evidence, that all required Cure Costs, if any, have been paid as of the Commencement Date; (fc) all other documents and instruments as may be reasonably necessary and required to consummate the transactions contemplated by this Agreement approving and authorizing this Agreement and the transactions contemplated thereby, including, but not limited to assignment certificates as requested on a case by case basis; and (g) such other documents as Buyer may reasonably request.