Transactions at Closing Sample Clauses

Transactions at Closing. At the Closing, subject to the terms and conditions hereof:

Transactions at Closing. Upon the terms and subject to the conditions and limitations set forth in this Agreement, at the Closing: (a) Seller shall deliver, and Parent shall cause Seller to deliver, to Purchaser certificates representing all the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stamps; (b) Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party thereto) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party thereto); (d) Except as set forth in Section 7.2, Section 7.3, Section 8.2 or Section 8.3, Parent, Seller and Purchaser shall, or shall cause their respective Affiliates to, execute and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by this Agreement and the Ancillary Agreements; and (e) Purchaser shall pay to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth therein.

Transactions at Closing. At the Closing, each of the following transactions shall occur:

Transactions at Closing. At the Closing, the following transactions shall take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (a) CTI shall deliver the following documents and take the following actions: (i) Validly executed stock certificates corresponding to the CTI common Shares issued in the name of the Seller; (ii) Instructions directing its transfer agent to register the common shares to the Seller; (iii) True copies of all consents and waivers obtained by CTI, in accordance with the provisions of Section 7.1 below; (iv) Such other documents and instruments as Seller may reasonably request; and (b) Seller shall deliver or cause to be delivered the following documents and/or shall take the following actions: (i) Seller shall deliver to CTI share and interest certificates in the name of CTI in respect of all respective SPI, STI, and STLLC shares and interests and shall register the respective shares and interests in the name of CTI in the shareholders and membership registers of SPI, STI, and STLLC, respectively; Certificate of good standing from the Secretary of State of the State of California, dated at or about the Closing Date, to the effect that SPI, STI, and STLLC are in good standing under the laws of said state; (ii) Certified copies of the Certificate of Incorporation of SPI and STI and Certificate of Organization of STLLC, as amended to date certified by the Secretary of State of the State of California at or about the Closing Date; (iii) Secretary's certificates, duly executed by SPI, STI, and STLLC's secretaries attaching and attesting to the accuracy of: (a) the bylaws of each of SPI and STI, and operating agreement of STLLC, (b) the resolutions of SPI, STI, and STLLC's respective board of directors, or managers, as applicable, approving the transactions contemplated hereby, including the Exchange, and (c) an incumbency certificate signed by all of the executive officers of SPI, STI, and STLLC, respectively, dated at or about the Closing Date; (iv) An officer's certificate duly executed by SPI’s, STI’s, and STLLC’s chief executive officers, respectively, to the effect that the conditions set forth in Section 7.2(a) below have been satisfied, dated as of the date of the Closing; (v) True copies of all consents and waivers obtained by SPI, STI, and STLLC, in accordance with the provisions of Section 7.1 below; (vi) Copies of...

Transactions at Closing. At the Closing, and on the basis of the representations, warranties, covenants and agreements made herein and in the Exhibits hereto and in the certificates and other instruments delivered pursuant hereto, and subject to the terms and conditions hereof: (a) Sellers will deliver to Buyers: (i) a Xxxx of Sale and any other title transfer documents requested by Buyer with respect to all Accounts Receivable, Inventory, Intangibles and Equipment that is not Leased Equipment executed by Owosso and/or DWZM in the form attached hereto as Exhibit 2.6(a)(i) (the "Xxxx of Sale") and security interest and lien terminations with respect to all liens, pledges, changes, encumbrances, claims, security interests, easements, covenants, conditions and restriction on such Accounts Receivable, Inventory, Intangibles and Equipment; (ii) subsistence certificates regarding each of Owosso and DWZM, issued as of a recent date by the Secretary of State of such corporations' states of organization; (iii) resolutions duly adopted by the directors of Sellers, and the shareholder(s) of DWZM authorizing execution, delivery and performance of the terms of this Agreement and consummation of the transactions contemplated by this Agreement, certified to Buyers' satisfaction; (iv) an Assignment and Assumption of Contracts and such other instruments pursuant to which Sellers assign to Xxxxxx Sub the Assigned Contracts and Xxxxxx Sub assumes Sellers' obligations thereunder, in the form attached hereto as Exhibit 2.6(a)(iv) (the "Assignment and Assumption of Contracts"); (v) a certification that neither Seller is a foreign person; (vi) an agreement pertaining to Xxxxxx Sub's use of Sellers' computer systems currently used in the operation of the Business, in the form attached hereto as Exhibit 2.6(a)(vi) (the "Transition Services Agreement"); (vii) an agreement pertaining to certain dealer buy-back obligations of Sellers imposed by law with regard to the repurchase of inventory in connection with the termination of Xxxxxx Industries dealerships and the indemnification of Buyers with respect to, among other things, profits on the sale of such inventory repurchased, in the form attached hereto as Exhibit 2.6(a)(vii) (the "Reimbursement Agreement"); (viii) the books and records maintained by Sellers and relating to the Business; and (ix) such other documents required pursuant to the terms of this Agreement or as reasonably requested by Buyers in order to facilitate or effect the transfer and convey...

Transactions at Closing. At the Closing, the following transactions shall take place, which transactions shall be deemed as having taken place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (a) LEDCO shall deliver to DataSight, as agent for Sellers, the following documents: (i) A treasury order executed by the LEDCO Secretary corresponding to the number of shares of Series A Preferred Stock issued in the name of the Sellers (which may be evidenced by book entry on the LEDO shareholder register) in the amounts set forth in Schedule I; (ii) True copies of all consents and waivers obtained by LEDCO, in accordance with the provisions of Section 7.1 below; and (iii) Such other documents and instruments as DataSight may reasonably request. (b) DataSight shall deliver, or cause to be delivered, to LEDCO the following documents and/or shall take the following actions: (i) Validly executed Assignment Separate from Stock Certificates corresponding to the number of DataSight shares being transferred by the Sellers, issued in the name of LEDCO and shall register the shares in the name of LEDCO in the shareholders register of DataSight; and (ii) Such other documents as LEDCO may reasonably request. (c) The Sellers shall deliver the following documents: (i) to LEDCO, duly executed assignments in the form attached hereto as Exhibit A effecting the immediate and unconditional sale, assignment and irrevocable transfer of DataSight Shares to LEDCO, free and clear of any Liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law; and (ii) to DataSight, as agent for LEDCO, all share certificates in respect of DataSight Shares.

Transactions at Closing. At the Closing, in addition to any other instruments or documents referred to herein: (a) The Buyer shall deliver the Closing Cash Purchase Price as follows: (i) the Escrowed Funds to the Escrow Agent; (ii) [reserved]; (iii) on behalf of the Companies, the amount payable to each Person who is owed a portion of the Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions; (iv) the Shareholder Representative Expense Fund to the Shareholder Representative; (v) the remainder of the Closing Cash Purchase Price (after payment of the foregoing items in Sections 2.3(a)(i) through (iv)) to the Companies by wire transfer to the accounts designated by the Companies (in such ratios as requested by the Companies in writing) at least two Business Days prior to the Closing. (b) Parent shall issue, at the direction of the Companies, as set forth in Section 2.1 hereof, to the Shareholders, the Closing Stock Purchase Price as set forth on, and in accordance with, Schedule 2.1. (c) The Companies and the Shareholders, as applicable shall execute and deliver to the Buyer or its assigns (a) a xxxx of sale, which shall be substantially in the form of Exhibit B (the “Xxxx of Sale”), (b) an assignment of service marks, which shall be substantially in the form of Exhibit C (the “Assignment of Marks”), (c) an assignment of domain names, which shall be in a form mutually agreed upon by the parties (the “Assignment of Domain Names”), (d) an assignment and assumption agreement, which shall be substantially in the form of Exhibit D (the “Assignment and Assumption Agreement”), and (e) such other endorsements, assignments and other good and sufficient instruments of sale, transfer and conveyance, in form and substance reasonably satisfactory to the Buyer and the Companies, as shall be effective to vest in the Buyer or its assigns all of such Companies or Shareholders’, as the case may be, right and title to, and interest in, the Purchased Assets in conformity with the representations and warranties of the Companies herein. Subject to the terms and conditions hereof, at the Closing, the Purchased Assets shall be transferred or otherwise conveyed to the Buyer free and clear of all liabilities, obligations and Encumbrances of any nature whatsoever other than Assumed Liabilities. (d) Each of the parties hereto shall execute and deliver each of the agreements required to be signed by such party pursuant to Sections 8 and 9 hereof.

Transactions at Closing. At the Closing, the following actions shall occur, which actions shall be deemed to take place simultaneously and no action shall be deemed to have been completed or any document delivered until all such actions have been completed and all required documents delivered: (a) The Seller shall duly execute and deliver to the Buyer such certificates of title or other instruments of assignment and transfer with respect to the Acquired Assets as the Buyer may reasonably request and as may be necessary to vest in the Buyer good and marketable title to all of the Acquired Assets; (b) The Seller shall provide the Buyer with true and correct copies of resolutions of the Seller’s Board of Directors, authorizing the transactions contemplated under this Agreement; (c) Buyer shall provide the Seller with: (i) a validly executed share certificate covering the Share Consideration (other than the Holdback Shares), issued in the name of the Seller; (d) Buyer shall provide the Escrow Agent with a validly executed share certificate covering the Holdback Shares, issued in the name of the Escrow Agent; (e) Buyer shall provide the Seller with true and correct copies of resolutions of Buyer’s Board of Directors approving the transaction contemplated hereby, the issuance of the Share Consideration (including the Holdback Shares) and the payment of the Royalty Consideration and the potential issuance of Additional Buyer Stock. (f) Buyer shall provide the Seller with an opinion of Buyer’s counsel, addressed to Seller and dated as of the Closing date, substantially in the form attached hereto as Schedule 10.10.

Transactions at Closing. At the Closing, (a) The Company shall deliver to each Seller or such Seller's representative: (i) A duly executed Compliance Certificate, substantially in the form of Exhibit C hereto; (ii) A duly executed Certificate of Designation, stamped to show that it has been filed with the Secretary of State of the State of Delaware; (iii) Certificates registered in the names of the Seller representing the number of Rally's Shares to be issued to such Seller pursuant to Section 1.2 hereof; (iv) A copy of the Notification of Listing of Additional Shares to be delivered to the NASDAQ National Market with respect to the Rally's Shares; and (v) Such other documents and instruments as the Sellers and their counsel may reasonably request relating to the consummation of this Agreement. (b) Each Seller shall deliver to the Company: (i) A duly executed Compliance Certificate, substantially in the form of Exhibit D hereto; (ii) Certificate(s) representing the Checkers Shares being delivered by such Seller pursuant to Section 1.1 hereof, duly endorsed for transfer or together with a stock power duly executed in blank, together with any opinions of counsel required by the transfer agent for the Checkers Common Stock in connection with the transfer of the Checkers Shares to the Company; and (iii) Such other documents and instruments as the Company may reasonably request relating to the consummation of this Agreement. (c) The conditions set forth in Articles 5 and 6 hereof shall have been satisfied or waived as provided therein.

Transactions at Closing. At the Closing: (a) The Sellers shall deliver to the Buyer, free and clear of any Lien certificates representing the Purchase Shares, each duly endorsed in blank or with duly executed stock powers attached. (i) The Exchanging Sellers shall deliver to Holdco, free and clear of any Lien, certificates representing the Exchange Shares, each duly endorsed in blank or with duly executed stock powers attached, and (ii) Holdco shall issue to each of the Exchanging Sellers his or her Rollover Shares, all as provided for in the Exchange Agreement. (c) The Sellers shall have caused the Company to (i) prepare and deliver to the Buyer a certificate (the “Certificate of Closing Amounts”) certifying (A) the Net Cash Amount on the Closing Date, (B) the amount of the Transaction Expenses, specifying the amounts owing to each creditor with respect thereto (together with payment instructions therefor), and (C) the total amount of the Indebtedness of the Company and each of its Subsidiaries as of the Closing Date, specifying the amounts owing to each creditor with respect thereto, and including as separate entries the amount required to satisfy and discharge in full the Company’s and each of its Subsidiaries’ obligations under all of the Refinance Indebtedness, specifying the amounts owing to each creditor with respect thereto, together with payment instructions therefor, and pay-off letters, releases and lien discharges with respect thereto, (all in form reasonably satisfactory to the Buyer), from each creditor to whom such Refinance Indebtedness is owed. As used herein “Refinance Indebtedness” means all Indebtedness of the Company or any of its Subsidiaries as of the Closing other than Indebtedness between or among the Company and/or any of its Subsidiaries and the Indebtedness described on Schedule 2.2(c) hereto (such scheduled Indebtedness being referred to as the “Assumed Indebtedness”). (d) The Buyer shall pay and discharge, by wire transfer of immediately available funds, (i) all of the Refinance Indebtedness in the amounts specified on the Certificate of Closing Amounts, and (ii) all of the Transaction Expenses in the amounts specified on the Certificate of Closing Amounts, to the extent the sum of such amounts is less than the amount equal to (A) $142,000,000, plus (B) the Net Cash Amount on the Closing Date, less (C) the aggregate amount of Assumed Indebtedness, less (D) the Non-Compete Liabilities. (e) The Buyer shall deliver the Escrowed Funds to the Escrow Agent....