Closing Obligations Sample Clauses

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) an Assignment, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.

Closing Obligations. At the Closing: (a) Sellers will deliver to Purchaser: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) for transfer and assignment to Purchaser; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases"); (iii) employment agreements containing noncompetition covenants in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"); and (iv) a certificate executed by Sellers representing and warranting to Purchaser that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Purchaser prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser will deliver to Sellers: (i) the following amount by wire transfer to account(s) specified by the Sellers in writing: $3,200,000; (ii) a certificate executed by Purchaser to the effect that, except as otherwise stated in such certificate, each of Purchaser's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (iii) the Employment Agreements, executed by Purchaser.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) evidence satisfactory to Buyer of the transfer of Membership Interests, including an assignment of Membership Interests, free and clear of Encumbrances; (ii) a certificate executed by Seller as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 (the “Seller Closing Certificate”); (iii) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s sole member approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions (the “Seller Secretary Certificate”); (iv) a certificate stating that ▇▇▇ ▇▇▇▇▇ Farms, Inc., a Delaware corporation (the “Parent”), is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2); (v) each of the Material Consents identified in Schedule 7.3; (vi) a transition services agreement substantially in the form of Exhibit 2.5(a)(vi) (the “Transition Services Agreement”), executed by BEF Management, Inc.; (vii) a supply agreement in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”), executed by BEF Foods, Inc.; (viii) a assignment and assumption agreement of the Assumed Liabilities, substantially in the form attached hereto as Exhibit 2.5(a)(viii) (the “Assignment and Assumption Agreement”), executed by Seller; (ix) a subordination agreement, substantially in the form attached hereto as Exhibit 2.5(a)(ix) (the “Subordination Agreement”), executed by Seller; (x) evidence of the dissolution of SWH Too, LLC; (xi) resignations of directors, officers, and managers of SWH and the Acquired Subsidiaries pursua...

Closing Obligations. At the Closing:

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing:

Closing Obligations. On or before the Closing Date, Owner and Optionee will deposit the following documents and funds in escrow, and the Title Company will close escrow in accordance with the instructions of Owner, Optionee, and the Funding Entities. 7.2.1 Owner will deposit the following: (1) The conveyance documents described in Section 8, duly executed and acknowledged; (2) A duly executed affidavit certifying that Owner is not a foreign person, trust, partnership, or corporation in compliance with the requirements of IRC §1445(b); (3) If applicable, a county assessor certificate that, in accordance with ORS 311.411, confirms that all charges against the Property as of the Closing Date have been paid; (4) Original counterparts or legible photocopies of all documents, feasibility studies, surveys, engineering reports, and other items of a similar nature in the possession of Owner that relate to the Property; (5) Such documents as Optionee or the Title Company may require to evidence the authority of Owner to consummate this transaction; and (6) Such other documents and funds, including (without limitation) escrow instructions that are required of Owner to close the sale in accordance with this Option Agreement. 7.2.2 Optionee will deposit the following: (1) The cash payment specified in Section 3, minus any credits due Optionee under the terms of this Option Agreement; (2) Any documents that Owner or the Title Company may require to evidence the authority of Optionee to consummate the transaction contemplated; and (3) Any other documents and funds, including (without limitation) escrow instructions that are required of Optionee to close the sale and purchase of the Property in accordance with this Option Agreement.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or ▇▇▇▇▇▇, as applicable, shall deliver to Purchaser: (i) a ▇▇▇▇ of sale executed by Seller for all of the Purchased Assets that are personal property in substantially the same form as Exhibit 2.6(a)(i) (the “▇▇▇▇ of Sale”); (ii) a ▇▇▇▇ of sale or other assignment instrument executed by ▇▇▇▇▇▇ for the ▇▇▇▇▇▇ Contributions; (iii) a trademark assignment for each of the Seller’s Trademarks in substantially the same form as Exhibit 2.6(a)(iii) (the “Trademark Assignment”); (iv) one or more assignment and assumption agreements executed by Seller for each of the Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 (the “Assignment and Assumption Agreements”); (v) each of the Consents identified on Schedule 4.3 as a required Consent; (vi) titles to the motor vehicles included in the Purchased Assets, duly endorsed by Seller in favor of Purchaser; (vii) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and executed by Seller or ▇▇▇▇▇▇, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or ▇▇▇▇▇▇ by virtue of work performed by such contractors; (viii) a certificate executed on behalf of Seller and ▇▇▇▇▇▇ as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; and (ix) the Non-Competition and Employment Agreements described in Section 8.4. (b) Purchaser shall deliver to Seller or ▇▇▇▇▇▇, as the case may be: (i) that portion of the Purchase Price described in Section 3.1(a); (ii) the Notes; (iii) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses executed by Purchaser; and (iv) a certificate executed by Purchaser as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 9.1 and as to its compliance with and performance of its covenants and...

Closing Obligations. At the Closing: (a) The Shareholder will deliver to TGI: (i) certificates representing his shares of Company Common Stock, duly endorsed for transfer to TGI (or accompanied by duly executed stock powers); (ii) releases and resignations from the officers and directors of the Company duly executed by such parties; (iii) a noncompetition agreement in the form of Exhibit "B," executed by the Shareholder (the "Noncompetition Agreement"); (iv) an escrow agreement in the form of Exhibit "C," executed by the Shareholder (the "Escrow Agreement"); (v) an employment agreement in the form of Exhibit "D," executed by the Shareholder (the "Employment Agreement"); (vi) a subscription agreement for the shares of TGI Common Stock to be issued in the Merger in the form of Exhibit "E" (the "Subscription Agreement"); (vii) a promissory note in the amount of $200,000 in the form of Exhibit "F," executed by the Shareholder, guaranteed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and secured by a pledge of the TGI Common Stock issued to the Shareholder in connection herewith (the "Shareholder's Promissory Note") in consideration of a loan by TGI to the Shareholder in the amount of $200,000; and (viii) an unconditional guarantee (the "Guarantee") of the $300,000 Promissory Note of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to TGI in a form to be agreed upon. (b) TGI will deliver to the Shareholder: (i) a share certificate representing the TGI Common Stock issued in the Merger in the name of the Shareholder; (ii) the Employment Agreement; and (iii) the face amount of the Shareholder's Promissory Note in cash.

Closing Obligations. At Closing, the Buyer and the Seller shall take the following actions, in addition to such other actions as may otherwise be required under this Agreement: