Common use of Transactions to be Effected at the Closing Clause in Contracts

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall deliver to Seller: (i) the Purchase Price (less the Exclusivity Payments previously paid or any VRU Holdback in accordance with this Agreement), subject to any Closing Adjustment pursuant to Section 2.04, by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer no later than the Closing Date; and (ii) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (b) At the Closing, Seller shall deliver to Buyer: (i) an assignment of the Membership Interests to Buyer in the form of Exhibit A (the “Assignment”), duly executed by Seller; and (ii) the other Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 7.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall deliver to Seller: (i) the Purchase Price (less the Exclusivity Payments previously paid or any VRU Holdback in accordance with this Agreement)Base Amount, subject to any Closing Adjustment adjustment pursuant to Section 2.042.04(a) and net of the Escrow Amount, by wire transfer of immediately available funds to an account of Seller Seller, which account shall be designated in writing by Seller to Buyer no later than two Business Days prior to the Closing Date; and (ii) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (b) At the Closing, Seller shall deliver to Buyer: (i) an assignment certificates or other documents evidencing the Units, free and clear of the Membership Interests to Buyer in the form of Exhibit A (the “Assignment”)all Encumbrances other than Permitted Encumbrances, duly endorsed in blank or accompanied by instruments of transfer duly executed by Sellerin blank; and (ii) the other Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 7.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall deliver to Sellershall: (i) deliver to each Seller its share (based on its Pro Rata Percentage) of the Pre-Adjustment Purchase Price (less the Exclusivity Payments previously paid or any VRU Holdback in accordance with this Agreement), subject to any Closing Adjustment pursuant to Section 2.04, by wire transfer of immediately available funds funds, to an account of Seller the account(s) designated in writing by Seller the Sellers to Buyer no later than two Business Days prior to the Closing Date; and; (ii) deliver to the Transaction Documents and Escrow Agent the Escrow Amount; (iii) deliver to the Sellers all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 7.02 of this Agreement. (b) At the Closing, Seller Sellers shall deliver to Buyer: (i) an assignment assignments of the Membership Interests to Buyer in substantially the form of attached as Exhibit A B hereto (the “AssignmentAssignments”), duly executed by SellerSellers; and (ii) the other Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller Sellers at or prior to the Closing pursuant to Section 7.02 7.01 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall deliver to SellerSellers: (i) An amount equal to (x) the Base Purchase Price minus (less y) the Exclusivity Payments previously paid or any VRU Holdback in accordance with this Agreement)Escrow Amount minus (z) the Holdback, subject to any Closing Adjustment adjustments pursuant to Section 2.042.06, by wire transfer of immediately available funds to an account of Seller designated in writing by Seller Parent to Buyer no later than two Business Days prior to the Closing Date; and (ii) the Transaction Documents (other than this Agreement) and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (b) At the Closing, Seller Parties shall deliver to Buyer: (i) an assignment of the Membership Interests to Buyer in the form of Exhibit A J hereto (the “Assignment”), duly executed by Seller; and; (ii) the other Transaction Documents (other than the Assignment and this Agreement) and all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 7.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall deliver to SellerSellers: (i) the Purchase Price (less in the Exclusivity Payments previously paid or any VRU Holdback in accordance with this Agreement), subject to any Closing Adjustment pursuant to Section 2.04, by wire transfer form of immediately available funds to an account share certificates of Seller designated in writing by Seller to Buyer no later than the Closing Date; andBuyer; (ii) assumption agreements for the Notes; (iii) the other Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (b) At the Closing, Seller Sellers shall deliver to Buyer: (i) an assignment of the Membership Interests Shares to Buyer in the form of Exhibit A (the “Assignment”), duly executed by Seller; andSellers; (ii) any required consents or assignments for the Notes to be assumed by Buyer; (iii) the other Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller Sellers at or prior to the Closing pursuant to Section 7.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall deliver to Seller: (i) the Purchase Price (less the Exclusivity Payments previously paid or any VRU Holdback in accordance with this Agreement), subject to any Closing Adjustment pursuant to Section 2.04, by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer no later than the Closing DateShares; and (ii) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (b) At the Closing, Seller shall deliver or shall cause to be delivered to Buyer: (i) an assignment of the Membership Interests to Buyer or Buyer’s designee in the form of Exhibit A hereto (the “Assignment”), duly executed by Seller; (ii) an assignment of lease, transferring the Office Lease from Seller to the Company; (iii) amendments to the employment agreements, in effect prior to Closing, with respect to each Company Key Employee, duly executed by each Company Key Employee and Seller; and (iiiv) the other Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 7.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, Closing Buyer shall deliver to Seller: Seller (i) an amount equal to the Purchase Price (less the Exclusivity Payments previously paid or any VRU Holdback Escrow Amount (defined below) in accordance with this Agreement), subject to any Closing Adjustment pursuant to Section 2.04, immediately available funds by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer no later than three Business Days prior to the Closing Date; and , and (ii) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (b) At the Closing, Closing Seller shall deliver to Buyer: Buyer (i) an assignment of certificates for the Membership Interests to Buyer Shares duly endorsed or accompanied by stock powers duly endorsed in the form of Exhibit A (the “Assignment”)blank, duly executed by Seller; and with any required transfer stamps affixed thereto, (ii) the other Transaction Documents and all other agreementsdocuments and instruments necessary to vest in Buyer all of Seller’s right, title and interest in and to the Shares, free and clear of all Liens, and (iii) all other documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 7.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall deliver to Seller: (i) the Purchase Price (less the Exclusivity Payments previously paid or any VRU Holdback in accordance with this Agreement)Base Amount, subject to any Closing Adjustment adjustment pursuant to Section 2.042.04(a), by wire transfer of immediately available funds to an account of Seller Seller, which account shall be designated in writing by Seller to Buyer no later than two Business Days prior to the Closing Date; and (ii) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (b) At the Closing, Seller shall deliver to Buyer: (i) an assignment certificates or other documents evidencing the Units, free and clear of the Membership Interests to Buyer in the form of Exhibit A (the “Assignment”)all Encumbrances other than Permitted Encumbrances, duly endorsed in blank or accompanied by instruments of transfer duly executed by Sellerin blank; and (ii) the other Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 7.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall deliver to SellerSellers: (i) the Closing Cash Purchase Price (less the Exclusivity Payments previously paid or any VRU Holdback in accordance with this Agreement), subject to any Closing Adjustment as adjusted and Waterfall pay-out pursuant to Section 2.04, by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer no later than 2.05(a) and the Closing Datecorresponding Schedule; and (ii) the Q2 Stock Consideration, minus the Earnout Shares and the Escrow shares; (iii) each Q2 Promissory Note, minus the Escrow amount; and (iv) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (b) At the Closing, Seller Sellers shall deliver to Buyer: (i) an assignment of the Membership Interests held by each Seller to Buyer in the form of Exhibit A and substance satisfactory to Buyer (collectively, the “AssignmentMembership Interest Transfer Powers”), duly executed by each Seller; and; (ii) the Employment Agreements and Lock-Up Agreements; and (iii) any other Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller Sellers at or prior to the Closing pursuant to Section 7.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At or prior to the Closing, the Buyer shall deliver deliver, or cause to be delivered, to the Seller: (i) the Purchase Price Stock Consideration, in book-entry form, free and clear of all Encumbrances, other than those arising under this Agreement or applicable securities laws, in the name of Seller (less the Exclusivity Payments previously paid or any VRU Holdback its nominee or custodian), in accordance with this Agreementits delivery instructions; (ii) a counterpart to the assignment of the Membership Interests to Buyer in the form of Exhibit A hereto (the “Assignment”), subject to any Closing Adjustment pursuant to Section 2.04, duly executed by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer no later than the Closing DateXxxxx; and (iiiii) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 6.03 of this Agreement. (b) At or prior to the Closing, the Seller shall deliver to the Buyer: (i) an assignment of a counterpart to the Membership Interests to Buyer in the form of Exhibit A (the “Assignment”), duly executed by the Seller, together with the certificate or certificates, if any, representing the Membership Interests, duly endorsed for transfer; and (ii) the other Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 7.02 6.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall deliver to Seller: (i) the Purchase Price (less the Exclusivity Payments previously paid or any VRU Holdback in accordance with this Agreement), subject to any Estimated Closing Adjustment pursuant to Section 2.04Payment, by wire transfer of immediately available funds to an the account of Seller designated as set forth in writing by Seller to Buyer no later than the Closing DateFlow of Funds Schedule; and (ii) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (b) At the Closing, Seller shall deliver to Buyer: (i) an An assignment of separate from certificate, in the form attached hereto as Exhibit B, duly executed by Seller assigning the Membership Interests to Buyer in free and clear of all Encumbrances; (ii) a copy of the form of Exhibit A (the “Assignment”), duly executed by SellerCompany’s current Terminal Operator License; and (iiiii) the other Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 7.02 of this Agreement. (c) At the Closing, the Escrow Agent shall deliver to Seller the Deposit by wire transfer of immediately available funds to the account of Seller as set forth in the Flow of Funds Schedule.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall deliver to Seller: (i) the Purchase Price (less the Exclusivity Payments previously paid or any VRU Holdback in accordance with this Agreement), subject to any Closing Adjustment pursuant to Section 2.04, by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer no later than the Closing Date; andBuyer; (ii) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (b) At the Closing, Seller shall deliver to Buyer: (i) an assignment of the Membership Interests to Buyer in the form of Exhibit A hereto (the “Assignment”), duly executed by Seller; (ii) an assignment of intellectual property rights relating to a high temperature liquid compost process by Seller to the Company in the form of Exhibit B hereto (the “Intercompany IP Assignment”), duly executed by Seller and the Company; and (iiiii) the other Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 7.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall deliver to Seller: (i) the Purchase Price (less the Exclusivity Payments previously paid or any VRU Holdback in accordance with this Agreement), subject to any Closing Adjustment pursuant to Section 2.04, Payment by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer no later than two Business Days prior to the Closing Date; and (ii) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 6.03 of this Agreement. (b) At the Closing, Seller, Buyer and Escrow Agent shall execute the Escrow Agreement, and Buyer shall deliver the Escrow Amount in immediately available funds to the Escrow Agent. (c) At the Closing, Seller shall deliver deliver, or cause to be delivered, to Buyer: (i) an assignment stock certificates evidencing the Shares, free and clear of the Membership Interests to Buyer in the form of Exhibit A (the “Assignment”)all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed by Sellerin blank, with all required stock transfer tax stamps affixed thereto; and (ii) the other Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 7.02 6.02 of this Agreement.