Common use of Transactions and Documents at Closing Clause in Contracts

Transactions and Documents at Closing. (a) At the Closing: (i) Sellers shall convey to Purchaser the Interests, free and clear of any and all Encumbrances other than the Permitted Restrictions (each as hereinafter defined in Section 3.3), and in furtherance thereof Sellers shall deliver to Purchaser an executed Member Interest Power in substantially the form attached hereto as Exhibit A ("Member Interest Power"); (ii) Preferred Stock Seller shall deliver to Purchaser a duly authorized and executed Preferred Stock Purchase Agreement, pursuant to which Preferred Stock Seller shall assign its right to receive the Stock Consideration in exchange for the consideration set forth in the Preferred Stock Purchase Agreement; (iii) The Sellers shall deliver to Purchaser a duly authorized and executed Preferred Stock Assignment Agreement; (iv) At the Closing, Sellers shall deliver to Purchaser: (A) certificates representing the Interests, accompanied by Member Interest Powers duly executed in blank or such other duly executed instruments of transfer as may be reasonably requested by the Purchaser; (B) certified copies of the Certificates of Formation and Limited Liability Company Agreements of Metal Resources and the Company, each as amended to date; (C) written resignations of all of the managers and officers of Metal Resources; (D) releases from any Person that shall be paid Unsatisfied Seller Expenses pursuant to Section 1.2(a) and the Payoff Letters reflecting all outstanding Company Indebtedness to be repaid at Closing and any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of Company Indebtedness; (E) each of the consents as set forth on Schedule 3.6; (F) certificates of good standing for Metal Resources and the Company issued by the Secretary of State of the State of Delaware; (G) a certificate from an officer of the Company, given by him or her on behalf of the Company and not in his or her individual capacity, to the effect that the conditions set forth in Sections 6.2 and 6.3 have been satisfied; (H) all other documents, instruments and writings reasonably requested by Purchaser (not less than five (5) business days prior to Closing) that are to be delivered by Sellers at or prior to the Closing Date pursuant to this Agreement, or otherwise in connection herewith; and (v) In addition to the Assignment and Assumption Agreement described in Section 1.8(a)(i) above, at the Closing, Purchaser shall deliver to the Sellers: (A) the Initial Cash Purchase Price; (B) the Stock Consideration; (C) certificates of good standing for each of the Purchaser and Parent issued by the Secretary of State of the State of Delaware; (D) duly adopted resolutions of the Board of Directors of Purchaser, certified by Purchaser's Secretary or Assistant Secretary, dated the Closing Date, authorizing and approving the execution of this Agreement, the purchase of the Interests and all other action necessary to enable Purchaser to comply with the terms hereof; (E) duly adopted resolutions of the Board of Managers of Parent, certified by Parent's secretary or assistant secretary, dated as of the Closing Date, authorizing and approving the execution of this Agreement, the purchase of the Interests by Purchaser and all other action necessary to enable Parent to comply with the terms hereof; (F) certificates from officers of each of Purchaser and Parent, given by him or her on behalf of Purchaser and Parent, respectively, and not in his or her individual capacity, to the effect that the conditions set forth in Sections 6.2 and 6.3 have been satisfied; and (vi) Sellers (other than the Preferred Stock Seller) shall deliver to Preferred Stock Seller a duly authorized and executed Preferred Stock Assignment Agreement; (b) All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective (except to the extent that the party entitled to the benefit thereof has waived satisfaction or performance thereof as a condition precedent to Closing). (c) Each party shall, at the request of any other party from time to time and at any time, whether on or after the Closing Date, and without further consideration, execute and deliver such deeds, assignments, transfers, assumptions, conveyances, powers of attorney, receipts, acknowledgments, acceptances, assurances and take such other actions as may be reasonably necessary to procure for the party so requesting, and its successors and assigns, or for aiding and assisting in collecting and reducing to possession, the Interests, or otherwise to satisfy and perform the obligations of such party hereunder.

Transactions and Documents at Closing. (a) At the Closing: (a) All North America Assets consisting of real estate owned by Enterprises will be transferred and conveyed to Printpack by appropriate deeds; such deeds will be recorded and the required filing fees and transfer taxes paid; (b) The real estate constituting Printpack's Elgin, Illinois plant will be transferred and conveyed by Printpack to IHC by appropriate deeds, such deeds will be recorded and the required filing fees and transfer taxes paid; (c) All intellectual property of Printpack and Enterprises will be transferred to IHC and appropriate instruments prepared and executed for recording in the U.S. Patent and Trademark Office and other appropriate governmental offices with respect to patents and trademarks; (d) All North America Assets consisting of tangible personal property or intangible personal property (other than intellectual property) owned by Enterprises will be transferred and conveyed to Printpack by means of a blanket bill xx sale, with appropriate resale certificates or other required documentation; (e) All North American Assets consisting of real or personal property leases will be assigned and transferred to Printpack together with all required lessor and landlord consents and approvals; (f) All North American Assets consisting of contracts to which Enterprises is a party will be assigned and transferred to Printpack together with all required third party consents and approvals. (g) Existing collective bargaining agreements, if any, to which Enterprises is a party will be assigned to Printpack, with appropriate negotiation with the applicable unions; (h) All licenses of intellectual property rights from third parties to Enterprises or Printpack will be assigned and transferred to IHC, together with all required licensor consents and approvals; (i) Sellers shall convey To the extent assignable, any governmental licenses or permits held by Enterprises and relating to Purchaser the InterestsNorth American Assets will be assigned or transferred to Printpack or IHC, free as appropriate; (j) Printpack and/or IHC will undertake to obtain new licenses, permits, registrations and clear of any and all Encumbrances identification numbers, to the extent that these cannot be transferred from Enterprises or Printpack, including, without limitation: (i) state qualifications to transact business as a foreign corporation in each state other than in the Permitted Restrictions (each as hereinafter defined in Section 3.3), and in furtherance thereof Sellers shall deliver to Purchaser an executed Member Interest Power in substantially the form attached hereto as Exhibit A ("Member Interest Power")state of incorporation; (ii) Preferred Stock Seller shall deliver to Purchaser a duly authorized sales tax numbers and executed Preferred Stock Purchase Agreement, pursuant to which Preferred Stock Seller shall assign its right to receive the Stock Consideration in exchange for the consideration set forth in the Preferred Stock Purchase Agreementother tax identification numbers; (iii) The Sellers shall deliver to Purchaser a duly authorized and executed Preferred Stock Assignment Agreement;business licenses; and (iv) At the Closing, Sellers shall deliver to Purchaser: (A) certificates representing the Interests, accompanied by Member Interest Powers duly executed in blank or such other duly executed instruments of transfer as may be reasonably requested by the Purchaser; (B) certified copies of the Certificates of Formation state and Limited Liability Company Agreements of Metal Resources federal environmental permits and the Company, each as amended to date; (C) written resignations of all of the managers and officers of Metal Resources; (D) releases from any Person that shall be paid Unsatisfied Seller Expenses pursuant to Section 1.2(a) and the Payoff Letters reflecting all outstanding Company Indebtedness to be repaid at Closing and any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of Company Indebtedness; (E) each of the consents as set forth on Schedule 3.6; (F) certificates of good standing for Metal Resources and the Company issued by the Secretary of State of the State of Delaware; (G) a certificate from an officer of the Company, given by him or her on behalf of the Company and not in his or her individual capacity, to the effect that the conditions set forth in Sections 6.2 and 6.3 have been satisfied; (H) all other documents, instruments and writings reasonably requested by Purchaser (not less than five (5) business days prior to Closing) that are to be delivered by Sellers at or prior to the Closing Date pursuant to this Agreement, or otherwise in connection herewith; and (v) In addition to the Assignment and Assumption Agreement described in Section 1.8(a)(i) above, at the Closing, Purchaser shall deliver to the Sellers: (A) the Initial Cash Purchase Price; (B) the Stock Consideration; (C) certificates of good standing for each of the Purchaser and Parent issued by the Secretary of State of the State of Delaware; (D) duly adopted resolutions of the Board of Directors of Purchaser, certified by Purchaser's Secretary or Assistant Secretary, dated the Closing Date, authorizing and approving the execution of this Agreement, the purchase of the Interests and all other action necessary to enable Purchaser to comply with the terms hereof; (E) duly adopted resolutions of the Board of Managers of Parent, certified by Parent's secretary or assistant secretary, dated as of the Closing Date, authorizing and approving the execution of this Agreement, the purchase of the Interests by Purchaser and all other action necessary to enable Parent to comply with the terms hereof; (F) certificates from officers of each of Purchaser and Parent, given by him or her on behalf of Purchaser and Parent, respectively, and not in his or her individual capacity, to the effect that the conditions set forth in Sections 6.2 and 6.3 have been satisfied; and (vi) Sellers (other than the Preferred Stock Seller) shall deliver to Preferred Stock Seller a duly authorized and executed Preferred Stock Assignment Agreement; (b) All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective (except to the extent that the party entitled to the benefit thereof has waived satisfaction or performance thereof as a condition precedent to Closing)licenses. (ck) Each party shallExisting insurance coverage held by Enterprises with respect to the North American Assets (including but not limited to casualty insurance for assets transferred, at the request liability insurance of any other party from time to time and at any time, whether on or after the Closing Datevarious types, and without further considerationobligations for coverage related to unemployment and workers' compensation) will be transferred to Printpack and existing insurance coverage held by Printpack with respect to the Illinois assets (including but not limited to casualty insurance for assets transferred, execute and deliver such deeds, assignments, transfers, assumptions, conveyances, powers liability insurance of attorney, receipts, acknowledgments, acceptances, assurances and take such other actions as may be reasonably necessary to procure for the party so requestingvarious types, and its successors obligations for coverage related to unemployment and assignsworker's compensation) will be transferred to IHC, or for aiding and assisting in collecting and reducing to possession, the Interests, or otherwise to satisfy and perform the obligations of such party hereunderappropriate new insurance coverage obtained by Printpack and/or IHC.

Transactions and Documents at Closing. (a) 2.8.1. At the Closing: (i) Sellers shall , NW Corp will convey to Purchaser NWE Group all of NW Corp’s right, title and interest in and to the Interests, free Transferred Holdco Assets (and clear of any not the Excluded Utility Assets) and all Encumbrances other than the Permitted Restrictions (each as hereinafter defined in Section 3.3), Transferred Interests and in furtherance thereof Sellers shall will deliver to Purchaser an executed Member Interest Power NWE Group a Bill of Transfer and Assignment in substantially the form attached hereto as Exhibit A A-1, together with such other deeds, bills of sale, assignments, certificates of title, stock or unit certificates, documents and other instruments of transfer and conveyance as are specified in Section 7 hereof or as NWE Group will reasonably request ("Member Interest Power"collectively, the “Transfer Documents for NWE Group”); (ii) Preferred Stock Seller shall , and NWE Group will deliver to Purchaser NW Corp a duly authorized and executed Preferred Stock Purchase Agreement, Master Assumption Agreement in substantially the form attached hereto as Exhibit B-1 pursuant to which Preferred Stock Seller shall assign its right to receive NWE Group will assume the Stock Consideration Assumed Holdco Liabilities (and not the Excluded Utility Liabilities) together with such other documents and instruments as are specified in exchange Section 8 hereof or as NW Corp will reasonably request (collectively, the “Assumption Documents for the consideration set forth in the Preferred Stock Purchase Agreement;NWE Group”). (iii) The Sellers shall deliver to Purchaser a duly authorized and executed Preferred Stock Assignment Agreement; (iv) 2.8.2. At the Closing, Sellers shall NW Corp will convey to NWE Public Service all of NW Corp’s right, title and interest in and to the Transferred Utility Assets (and not the Excluded NW Corp Assets), subject to the First Mortgage, and in furtherance thereof will deliver to Purchaser: (A) certificates representing NWE Public Service a Bill of Transfer and Assignment in substantially the Interestsform attached hereto as Exhibit A-2, accompanied by Member Interest Powers duly executed in blank or together with such other duly executed deeds, bills of sale, assignments, certificates of title, stock or unit certificates, documents and other instruments of transfer and conveyance as may be are specified in Section 7 hereof or as NWE Public Service will reasonably requested by request (collectively, the Purchaser; (B) certified copies of “Transfer Documents for NWE Public Service”), and NWE Public Service will deliver to NW Corp a Master Assumption Agreement in substantially the Certificates of Formation and Limited Liability Company Agreements of Metal Resources and the Company, each form attached hereto as amended to date; (C) written resignations of all of the managers and officers of Metal Resources; (D) releases from any Person that shall be paid Unsatisfied Seller Expenses Exhibit B-2 pursuant to Section 1.2(a) and which NWE Public Service will assume the Payoff Letters reflecting all outstanding Company Indebtedness to be repaid at Closing and any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of Company Indebtedness; Assumed Utility Liabilities (E) each of the consents as set forth on Schedule 3.6; (F) certificates of good standing for Metal Resources and the Company issued by the Secretary of State of the State of Delaware; (G) a certificate from an officer of the Company, given by him or her on behalf of the Company and not in his or her individual capacity, to the effect that the conditions set forth in Sections 6.2 Excluded NW Corp Liabilities) together with such other documents and 6.3 have been satisfied; (H) all other documents, instruments and writings reasonably requested by Purchaser (not less than five (5) business days prior to Closing) that as are to be delivered by Sellers at or prior to the Closing Date pursuant to this Agreement, or otherwise in connection herewith; and (v) In addition to the Assignment and Assumption Agreement described specified in Section 1.8(a)(i) above, at the Closing, Purchaser shall deliver to the Sellers: 8 hereof or as NW Corp will reasonably request (A) the Initial Cash Purchase Price; (B) the Stock Consideration; (C) certificates of good standing for each of the Purchaser and Parent issued by the Secretary of State of the State of Delaware; (D) duly adopted resolutions of the Board of Directors of Purchaser, certified by Purchaser's Secretary or Assistant Secretary, dated the Closing Date, authorizing and approving the execution of this Agreementcollectively, the purchase of the Interests and all other action necessary to enable Purchaser to comply with the terms hereof; (E) duly adopted resolutions of the Board of Managers of Parent, certified by Parent's secretary or assistant secretary, dated as of the Closing Date, authorizing and approving the execution of this Agreement, the purchase of the Interests by Purchaser and all other action necessary to enable Parent to comply with the terms hereof; (F) certificates from officers of each of Purchaser and Parent, given by him or her on behalf of Purchaser and Parent, respectively, and not in his or her individual capacity, to the effect that the conditions set forth in Sections 6.2 and 6.3 have been satisfied; and (vi) Sellers (other than the Preferred Stock Seller) shall deliver to Preferred Stock Seller a duly authorized and executed Preferred Stock Assignment Agreement; (b) All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective (except to the extent that the party entitled to the benefit thereof has waived satisfaction or performance thereof as a condition precedent to Closing“Assumption Documents for NWE Public Service”). (c) Each party shall, at the request of any other party from time to time and at any time, whether on or after the Closing Date, and without further consideration, execute and deliver such deeds, assignments, transfers, assumptions, conveyances, powers of attorney, receipts, acknowledgments, acceptances, assurances and take such other actions as may be reasonably necessary to procure for the party so requesting, and its successors and assigns, or for aiding and assisting in collecting and reducing to possession, the Interests, or otherwise to satisfy and perform the obligations of such party hereunder.