Common use of Closing Sequence Clause in Contracts

Closing Sequence. (a) At or prior to Closing, the Vendors shall deliver the following documents to the Purchaser's Counsel, in each case in escrow, with written instructions that same be released to or at the direction of the Purchaser concurrently with the release of the items specified in Subsection 7.2(b) upon receipt of the Closing Amount pursuant to Section 2.3 and the Escrow Amount in accordance with Subsection 2.6(b)(i): (i) the Shareholder Register and the Excerpt; (ii) the Certificate of Non-Registration; (iii) executed assignment agreements in the forms attached hereto as Schedule 7.2(a)(iii) in respect of each of the Loan Agreements; (iv) a certificate with respect to the incumbency of the officers or managers, as applicable, of the Vendors; (v) a copy of the resolutions of the shareholders' meeting of the Company and of the board of managers of the Company, authorizing the transfer of the Shares and the GTEIH Company Loan Agreement pursuant to the terms of this Agreement, certified by a manager of the Company as true and correct, as of the Closing Date; (vi) a copy of the resolutions of the board of managers or directors of each Vendor, as applicable, authorizing the execution of this Agreement and the performance by each Vendor, as applicable, of its obligations hereunder, certified by a manager or director of each Vendor, as applicable, as true and correct, as of the Closing Date; and (vii) duly executed resignations and mutual releases, substantially in the form attached hereto as Schedule 7.2(a)(vii), duly executed prior to the Closing Date by D▇▇▇▇ ▇▇▇▇▇ and A▇▇▇▇▇ Coral in respect of their positions as managers of, and by the Company and Gran Tierra Brazco (Luxembourg) S.à r.▇., together with resolutions of the shareholders of the Company and Gran Tierra Brazco (Luxembourg) S.à r.▇., respectively, authorizing such releases. (b) At or prior to Closing, the Purchaser shall deliver the following documents to the Vendors' counsel, in escrow, with written instructions that same be released to or at the direction of the Vendors concurrently with the release of the items specified in Subsection 7.2(a) upon receipt by the Vendors of the Closing Amount pursuant to Section 2.3 and the Escrow Amount in accordance with Subsection 2.6(b)(i): (i) a certificate with respect to the incumbency of the officers of the Purchaser; and (ii) a copy of the resolutions of the board of directors of the Purchaser, authorizing the execution of this Agreement and the performance by the Purchaser of its obligations hereunder, certified by an officer of the Purchaser as true and correct, as of the Closing Date. (c) All documents and items delivered at Closing pursuant to Subsections 7.2(a) and 7.2(b) shall be held by the recipient to the order of the person delivering the same until such time as Closing shall be deemed to have taken place in accordance with this Subsection 7.2(c). Simultaneously with receipt, in immediately available electronic funds, in the Vendors' Bank Account, of the Closing Amount pursuant to Section 2.3 and the Escrow Amount in accordance with Subsection 2.6(b)(i), the documents and items delivered at Closing pursuant to Subsections 7.2(a) and 7.2(b) shall be released from escrow and delivered to the Purchaser or the Vendors, as applicable. For clarity, the Parties acknowledge that the effect of this Subsection 7.2(c) is that all documents and payments to be delivered and other actions to be taken upon Closing shall be deemed to have occurred simultaneously, and none of such deliveries or actions shall be deemed effective unless and until all the conditions set forth in Article 6 have been satisfied or waived and all such deliveries and actions shall have been taken place. (d) If the Vendors or the Purchaser (the "Affected Party") fails or is unable to comply with any of its obligations under Subsections 7.2(a) and 7.2(b), respectively, on the Closing Date then the other Party (or Parties in the case of the Vendors) (the "Unaffected Party") may, without prejudice to any other remedies available to it under this Agreement defer Closing to a date not more than five (5) Business Days after that date (in which case the provisions of this Subsection 7.2(d) shall apply to Closing as so deferred).

Closing Sequence. (a) At or prior to Closing, the Vendors shall deliver the following documents to the Purchaser's Vendors' Counsel or, in the case of any documents located in Argentina, to the Vendors' Argentine Counsel, in each case in escrow, with written instructions that same be released to or at the direction of the Purchaser Purchasers concurrently with the release of the items specified in Subsection 7.2(b) upon receipt of the Closing Amount pursuant to Section 2.3 confirmation specified by Subsection 7.2(b)(iv) and the Escrow Amount in accordance with Subsection 2.6(b)(i):Purchase Price: (i) the Shareholder Register and the ExcerptShare Certificates; (ii) the Certificate of Non-RegistrationPurchased Debt Assignment Agreement; (iii) executed assignment agreements in the forms attached hereto as Schedule 7.2(a)(iii) in respect of each of the Loan AgreementsQuota Purchase Agreement; (iv) a certificate with respect to the incumbency of the officers or managers, as applicable, of the VendorsTransfer Notice; (v) the Minute Books; (vi) the Resignations; (vii) the Parent Guarantee; (viii) the Withholding Escrow Agreement; (ix) the officer's certificate contemplated by Subsection 6.2(b); (x) a copy of the resolutions of the shareholders' meeting boards of directors of the Company and of the board of managers of the CompanyCorporations, authorizing the transfer of the Shares and the GTEIH Company Loan Agreement pursuant to the terms of this Agreement, certified by a manager an officer of the Company as true and correct, as of the Closing Date; (vi) a copy of the resolutions of the board of managers or directors of each Vendor, as applicable, authorizing the execution of this Agreement and the performance by each Vendor, as applicable, of its obligations hereunder, certified by a manager or director of each Vendor, as applicable, Corporation as true and correct, as of the Closing Date; and (viixi) duly executed resignations and mutual releases, substantially in a copy of the form attached hereto as Schedule 7.2(a)(vii), duly executed prior to the Closing Date by D▇▇▇▇ ▇▇▇▇▇ and A▇▇▇▇▇ Coral in respect of their positions as managers of, and by the Company and Gran Tierra Brazco (Luxembourg) S.à r.▇., together with resolutions of the shareholders board of directors of the Company Vendor and Gran Tierra Brazco (Luxembourg) S.à r.▇., respectivelyof the resolutions of the sole shareholder of the Vendors, authorizing such releasesthe execution of this Agreement and the performance by the Vendors of their obligations hereunder, each certified by an officer of the applicable Vendor as true and correct, as of the Closing Date. (b) At or prior to Closing, the Purchaser Purchasers shall deliver the following documents to the Vendors' counsel, in escrow, with written instructions that same be released to or at the direction of the Vendors concurrently with the release of the items specified in Subsection 7.2(a) upon receipt by the Vendors of the Closing Amount pursuant to Section 2.3 confirmation specified by Subsection 7.2(iv) and the Escrow Amount in accordance with Subsection 2.6(b)(i):Purchase Price: (i) a certificate with respect to the incumbency of the officers of the Purchaser; and (ii) a copy of the resolutions of the board of directors of the Purchaser, authorizing the execution of this Agreement and the performance by the Purchaser Purchasers of its their obligations hereunder, certified by an officer of the Purchaser Purchasers as true and correct, as of the Closing Date; (ii) the Purchased Debt Assignment Agreement; (iii) the Withholding Escrow Agreement; (iv) the officer's certificate contemplated by Subsection 6.3(c); and (v) a legal opinion of the Purchaser's Counsel with respect to the issuance of the Consideration Shares, in form satisfactory to the Vendor. (c) The Vendors' Argentine Counsel shall provide confirmation to the Vendors that all of the closing documents contemplated by this Agreement and the GTA Agreement have been delivered to the Vendors' Argentine Counsel in accordance with the provisions of Section 7.2 of this Agreement and Section 7.2 of the PPL Agreement. (d) All documents and items delivered at Closing pursuant to Subsections 7.2(a) and 7.2(b(b) shall be held by the recipient to the order of the person delivering the same until such time as Closing shall be deemed to have taken place in accordance with this Subsection 7.2(c7.2(b)(iv). Simultaneously with receipt, in immediately available electronic funds, in the Vendors' applicable Vendor’s Bank Account, of the Closing Amount pursuant to Section 2.3 and cash portion of the Escrow Amount Purchase Price, the receipt by the Vendors of the certificates representing the Consideration Shares, in accordance with the allocation set forth in Schedule 2.1(a), and the confirmation of the Vendors' Argentine Counsel provided in for in Subsection 2.6(b)(i7.2(b)(iv), the documents and items delivered at Closing pursuant to Subsections 7.2(a) and 7.2(b(b) shall be released from escrow and delivered to the Purchaser Purchasers or the Vendors, as applicableapplicable and the transfer of the Purchased Shares shall occur immediately following the transfer of the Purchased Debt. For clarity, the Parties acknowledge that the effect of this Subsection 7.2(c7.2(d) is that all documents and payments to be delivered and other actions to be taken upon Closing and the closing of the transactions contemplated by the GTA Agreement shall be deemed to have occurred simultaneously, save that the transfer of the Purchased Debt shall occur immediately prior to the transfer of the Purchased Shares, and none of such deliveries or actions shall be deemed effective unless and until all the conditions set forth in Article 6 have been satisfied or waived and all such deliveries and actions shall have been taken place. (d) If the Vendors or the Purchaser (the "Affected Party") fails or is unable to comply with any of its obligations under Subsections 7.2(a) and 7.2(b), respectively, on the Closing Date then the other Party (or Parties in the case of the Vendors) (the "Unaffected Party") may, without prejudice to any other remedies available to it under this Agreement defer Closing to a date not more than five (5) Business Days after that date (in which case the provisions of this Subsection 7.2(d) shall apply to Closing as so deferred).