Common use of Procedure at Closing Clause in Contracts

Procedure at Closing. All of the actions to be taken and documents to be executed and delivered at the Closing shall be deemed to be taken, executed and delivered simultaneously, and no such action, execution or delivery shall be effective until all actions to be taken and executions and deliveries to be effected at the Closing are complete. At the Closing: (a) Seller shall execute and deliver to Buyer the following documents, in all cases in form reasonably satisfactory to Buyer and Buyer’s counsel: (i) a Xxxx of Sale and Assignment Agreement with respect to the Assets and such other assignments, bills of sale, endorsements, and other instruments of sale, conveyance, transfer and assignment, and other customary instruments and documents and certificates sufficient to vest in Buyer good, valid and marketable title to the Assets; (ii) a certificate of the Secretary of Seller, dated as of the Closing Date, as to: (A) the Articles of Incorporation of Seller; (B) the By-laws of Seller; (C) the resolutions of the Board of Directors of Seller and its shareholder authorizing the execution and performance of this Agreement and the contemplated transactions; and (D) incumbency and signatures of the officers of Seller executing this Agreement and any Ancillary Agreements; (iii) a good standing certificate of Seller dated not more than ten (10) days prior to the Closing Date; (iv) the Branch Management Agreements executed by Seller, its designated Affiliate or a properly qualified individual designated by Seller; (v) the Insurance Selling Agreement executed by Shareholder; (vi) the Agreement Between Broker-Dealers executed by Seller; (vii) the certificate, duly executed by the authorized officer of Seller, confirming the satisfaction of the conditions contained in Section 3.2(a) hereof; and (viii) written evidence of the receipt of all necessary authorizations from Governmental Entities. (b) Buyer shall execute and deliver to Seller the following documents, in all cases in form reasonably satisfactory to Seller and Seller’s counsel: (i) a certificate of the Secretary of Buyer, dated as of the Closing Date, in form and substance reasonably satisfactory to Seller, as to (A) the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement and the contemplated transactions and (B) incumbency and signatures of the officers of Buyer executing this Agreement and any ancillary agreements; (ii) a good standing certificate of Buyer dated not more than ten (10) days prior to the Closing Date; (iii) the Branch Management Agreements executed by Buyer’s Affiliate; (iv) the Insurance Selling Agreement executed by Buyer’s Affiliate; (v) the Agreement Between Broker-Dealers executed by Buyer’s Affiliate; (vi) the certificate, duly executed by the authorized officer of Buyer, confirming the satisfaction of the conditions contained in Section 3.3(a) hereof; and (vii) written evidence of the receipt of all necessary authorizations from Governmental Entities. (c) In addition to the above deliveries, each Party shall take all steps and actions as the other Party may reasonably request or as may otherwise be necessary to put Buyer in actual possession or control of the Assets or to effect the affiliation of the Final Recruited Representatives with Buyer or its designated Affiliate.

Procedure at Closing. All of the actions to be taken and documents to be executed and delivered at the Closing shall be deemed to be taken, executed and delivered simultaneously, and no such action, execution or delivery shall be effective until all actions to be taken and executions and deliveries to be effected at the Closing are complete. At the Closing: (a) Seller shall execute and deliver to Buyer the following documents, in all cases in form reasonably satisfactory to Buyer and Buyer’s counsel: (i) the Clearing Agreement; (ii) a Xxxx bxxx of Sale sale and Assignment Agreement assignment agreement, in substantially the form of Exhibit B hereto, with respect to the Purchased Assets and such other assignments, bills of sale, endorsements, and other instruments of sale, conveyance, transfer and assignment, and other customary instruments and documents and certificates sufficient to vest in Buyer good, valid and marketable title to the AssetsPurchased Assets (the “Bxxx of Sale and Assignment Agreement”); (iiiii) a certificate of the Secretary of Seller, dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer, as to: to (A) the Articles of Incorporation of Seller; (B) the By-laws of Seller; (C) the resolutions of the Board of Directors of Seller and its shareholder authorizing the execution and performance of this Agreement and the contemplated transactions; transactions and (DB) incumbency and signatures of the officers of Seller executing this Agreement and any Ancillary Agreements; (iii) a good standing certificate of Seller dated not more than ten (10) days prior to the Closing Date; (iv) the Branch Management Agreements executed by Seller, its designated Affiliate or a properly qualified individual designated by Seller; (v) the Insurance Selling Agreement executed by Shareholder; (vi) the Agreement Between Broker-Dealers executed by Seller; (vii) the certificate, duly executed by the authorized officer of Seller, confirming the satisfaction of the conditions contained in Section 3.2(a) 4.2 hereof; and (viiiv) written evidence of the receipt of all necessary authorizations from Governmental Entitiesall Regulatory Agencies. (b) Buyer shall execute and deliver to Seller the following documents, in all cases in form reasonably satisfactory to Seller and Seller’s counsel: (i) the Clearing Agreement; (ii) the Bxxx of Sale and Assignment Agreement duly executed by the authorized officer of the Buyer; (iii) a certificate of the Secretary of Buyer, dated as of the Closing Date, in form and substance reasonably satisfactory to Seller, as to (A) the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement and the contemplated transactions and (B) incumbency and signatures of the officers of Buyer executing this Agreement and any ancillary agreements; (ii) a good standing certificate of Buyer dated not more than ten (10) days prior to the Closing Date; (iii) the Branch Management Agreements executed by Buyer’s AffiliateAncillary Agreements; (iv) the Insurance Selling Agreement executed by Buyer’s Affiliate; (v) the Agreement Between Broker-Dealers executed by Buyer’s Affiliate; (vi) the a certificate, duly executed by the authorized officer of Buyer, confirming the satisfaction of the conditions contained in Section 3.3(a) 4.3 hereof; and (viiv) written evidence of the receipt of all necessary authorizations from Governmental EntitiesRegulatory Agencies. (c) In addition to the above deliveries, each Party shall take all steps and actions as the other Party may reasonably request or as may otherwise be necessary to put Buyer in actual possession or control of the Purchased Assets or to effect the affiliation of the Final Recruited Closing Date Representatives with Buyer or its designated Affiliate.

Procedure at Closing. All of the actions to be taken and documents to be executed and delivered at the Closing shall be deemed to be taken, executed and delivered simultaneously, and no such action, execution or delivery shall be effective until all actions to be taken and executions and deliveries to be effected at the Closing are complete. At the Closing: (a) Seller shall execute and deliver to Buyer the following documents, in all cases in form reasonably satisfactory to Buyer and Buyer’s counsel: (i) a Xxxx of Sale and Assignment Agreement with respect to the Assets and such other assignments, bills of sale, endorsements, and other instruments of sale, conveyance, transfer and assignment, and other customary instruments and documents and certificates sufficient to vest in Buyer Castle USA good, valid and marketable title to the Assets; (ii) a certificate certified copy of the Secretary of Seller, dated as of the Closing Date, as to: (A) the Articles of Incorporation of Seller; (B) the By-laws of Seller; (C) the resolutions of the Board of Directors of Seller and its shareholder Members authorizing the execution and performance of this Agreement and the transaction contemplated transactions; and (D) incumbency and signatures of the officers of Seller executing this Agreement and any Ancillary Agreementshereby; (iii) a good standing certificate of Seller dated not more than ten fifteen (1015) days prior to the Closing Date; (iv) the Branch Management Agreements executed by Seller, its designated Affiliate or a properly qualified individual designated by Seller; (v) the Insurance Selling Agreement executed by Shareholder; (vi) the Agreement Between Broker-Dealers executed by Seller; (vii) the certificate, duly executed by the authorized officer of Seller, confirming the satisfaction of the conditions contained in Section 3.2(a) hereofSecurity Agreement; and (viiiv) written evidence of the receipt termination of all necessary authorizations from Governmental Entitiesemployment agreements between Seller and any Business Employee with no liability for such termination accruing toward or being assumed by the Buyer. (b) Buyer or Castle USA, as applicable, shall execute and deliver to Seller the following documents, in all cases in form reasonably satisfactory to Seller and Seller’s counsel: (i) a certificate an Assumption Agreement providing for the assumption by Castle USA of the Secretary Assumed Liabilities; (ii) a certified copy of Buyer, dated as of the Closing Date, in form and substance reasonably satisfactory to Seller, as to (A) the resolutions of the Buyer’s Board of Directors of Buyer authorizing the execution and performance of this Agreement and the transactions contemplated transactions and (B) incumbency and signatures of the officers of Buyer executing this Agreement and any ancillary agreementshereby; (iiiii) a good standing certificate of Buyer dated not more than ten fifteen (1015) days prior to the Closing Date; (iii) the Branch Management Agreements executed by Buyer’s Affiliate;; and (iv) the Insurance Selling Agreement executed by Buyer’s Affiliate; (v) the Agreement Between Broker-Dealers executed by Buyer’s Affiliate; (vi) the certificate, duly executed by the authorized officer of Buyer, confirming the satisfaction of the conditions contained in Section 3.3(a) hereof; and (vii) written evidence of the receipt of all necessary authorizations from Governmental EntitiesNote and Security Agreement. (c) In addition Buyer shall deliver to Seller a copy of an instruction letter to Continental Stock Transfer & Trust Company (“Continental”), the above deliveriestransfer agent for Buyer’s common stock (the “Buyer Common Stock”), each Party duly executed by an officer of Buyer directing Continental to promptly issue certificates representing the Stock Consideration (bearing a legend that such securities have not been registered under the Securities Act or any state securities laws) and shall take all steps deliver such letter to Continental; (d) Each of Buyer and actions as Seller shall execute and deliver documents acknowledging receipt from the other Party may reasonably request or as may otherwise be necessary to put Buyer in actual possession or control other, respectively, of the Assets or to effect and the affiliation Purchase Price; (e) Each of Buyer and Xxxxxxx Xxxxx shall execute and deliver an employment agreement in substantially the form of Exhibit B hereto; (f) Each of Buyer, Castle USA and Seller will execute any required Governmental Agency notifications and filings (including filings with any federal, state, local, municipal, provincial, foreign and other Governmental Authority regulating the alcoholic beverage business); and (g) Buyer will appoint Xxxxxx Xxxxxx as a member of the Final Recruited Representatives with Board of Directors of Buyer until the earlier to occur of his resignation or its designated Affiliateuntil his successor shall have been elected and/or appointed, and Xxxxxx Xxxxxx will accept such appointment.