Transactions at Closing Sample Clauses

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 or before the Closing, each of the following shall occur: (a) Seller shall deliver the Assignment; (b) Seller shall duly execute and deliver to Buyer the B▇▇▇ of Sale and such other certificates of title and other instruments of assignment or transfer with respect to the Acquired Assets, all in such form as is reasonably acceptable to Buyer's counsel, as Buyer may reasonably request and as may be necessary to vest in Buyer all of Seller's right, title and interest in and to the Acquired Assets free and clear of all Liens; (c) Buyer shall deliver to Seller the shares of Common Stock representing the first installment of the Purchase Price as provided in Section 3.2 hereof; (d) Buyer and Seller shall allocate all expenses under real estate and equipment leases, to the extent such leases constitute Assumed Contracts, such that Seller shall be responsible for all rental thereunder through the date of closing, and Buyer shall be responsible for all rental thereunder thereafter. Buyer or Seller, as the case may be, shall make an appropriate payment to the other such party at the Closing to implement such allocation; and (e) Buyer and Seller shall duly execute or deliver such certificates and documents (including officer's and secretary's certificates and certificates of good standing) and third party consents as may be required to effectuate the transactions contemplated by this Agreement or as may be reasonably requested by Buyer or Seller, as the case may be.

Transactions at Closing. The following transactions, which together shall constitute the recapitalization, shall be consummated at the Closing on the Closing Date in the following order and each transaction shall be conditioned upon the occurrence of the other transactions: (a) NSC and ▇▇▇▇▇▇▇▇▇ shall enter into an Asset Purchase Agreement substantially in the form attached hereto as Exhibit 2.2-A (the "Asset Agreement"), and NSC shall transfer the Purchased Assets (other than the Non-Assignable Assets) and the Assumed Liabilities to ▇▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇▇ shall accept the Purchased Assets (other than the Non-Assignable Assets) and assume the Assumed Liabilities, pursuant to such Asset Purchase Agreement in exchange for the Purchase Price Note and 100 shares of ▇▇▇▇▇▇▇▇▇ Common Stock; (b) NSC shall transfer all of the outstanding shares of ▇▇▇▇▇▇▇▇▇ Common Stock and cash in the amount of $12,837,000 to ▇▇▇▇▇▇▇▇▇ Parent for 1,095,000 shares of FSC Class A Common Stock, 1,245,000 shares of FSC Class B Common Stock and 11,667 shares of FSC Preferred Stock and the NSC Note; (c) NSC shall enter into the Operating Agreements with ▇▇▇▇▇▇▇▇▇ substantially in the forms attached hereto as Exhibits 2.2-C-1 through -11, (d) NSC, Investor, Management Investors and ▇▇▇▇▇▇▇▇▇ Parent shall enter into a Securities Purchase and Holders Agreement (the "Shareholders Agreement") in the form attached hereto as Exhibit 2.2-D; (e) NSC shall cause ▇▇▇▇▇▇▇▇▇ Parent to sell, and Investor shall purchase, 6,205,000 shares of FSC Class A Common Stock at a purchase price of $0.50 per share, 7,055,000 shares of FSC Class B Common Stock at a purchase price of $0.50 per share, and 58,333 shares of FSC Preferred Stock at a purchase price of $1,000 per share, less the FSC Securities actually purchased by Management Investors pursuant to Section 2.2(f); (f) NSC shall cause ▇▇▇▇▇▇▇▇▇ Parent to sell to Management Investors such of the FSC Securities as would otherwise be purchased by Investor pursuant to Section 2.2(e) in such amounts and to such Management Investors as shall have been designated by Investor to ▇▇▇▇▇▇▇▇▇ Parent in writing prior to Closing at the purchase prices set forth in Section 2.2(e); (g) ▇▇▇▇▇▇▇▇▇ Parent shall contribute the cash proceeds from the sale of FSC Securities to the capital of ▇▇▇▇▇▇▇▇▇; (h) ▇▇▇▇▇▇▇▇▇ shall obtain the proceeds of the Financing; and (i) ▇▇▇▇▇▇▇▇▇ shall repay the Purchase Price Note in cash. The parties acknowledge that it is their intention that the foregoing transact...

Transactions at Closing. At the Closing, the following transactions shall take place 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) RSD shall deliver the following documents: (i) Validly executed stock certificates corresponding to the Common Stock issued in the name of the FREGAT Owners in the amounts set forth in Schedule I; (ii) Certificate of good standing from the Secretary of State of the State of Florida, dated at or about the Closing Date, to the effect that RSD is in good standing under the laws of said state; (iii) Certified copy of the Certificate of Incorporation of RSD, as certified by the Secretary of State of the State of Florida at or about the Closing Date; (iv) An officer's certificate duly executed by RSD's chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing; and (v) Such other documents and instruments as FREGAT may reasonably request. (b) FREGAT shall deliver or cause to be delivered the following documents and/or shall take the following actions: (i) FREGAT shall deliver to RSD Interest certificates in the name of, or assigned to, RSD or the FREGAT Acquisition Subsidiary, as specified by RSD, in respect of all FREGAT Interests and shall register FREGAT Interests in the name of RSD or the FREGAT Acquisition Subsidiary, as the case may be, in the Owners register of FREGAT; (ii) Certificate of good standing from the Secretary of Russian Corporations, dated at or about the Closing Date, to the effect that FREGAT is a corporation organized and in good standing under the laws of said jurisdiction; (iii) Certified copy of the Certificate of Incorporation of FREGAT, as amended to the Closing Date; (iv) An officer's certificate duly executed by FREGAT 's chief executive officer to the effect that the conditions set forth in Section7.2(a) below have been satisfied, dated as of the date of the Closing; (v) An officer's certificate duly executed by FREGAT 's Chief Executive Officer and Secretary certifying that the attached ownership register of FREGAT is an accurate and complete ownership register of FREGAT as of the Closing Date; and (vi) Such other documents and instruments as RSD may reasonably request, including documents evidencing such resignations from and appointments to the governing body of FREGAT, effective the Closing Date, as are set for...

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 ▇▇▇▇ 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 "▇▇▇▇ 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 ▇▇▇▇▇▇ Sub the Assigned Contracts and ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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, (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, 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:

Transactions at Closing. (a) Seller shall execute, acknowledge, and deliver to Buyer the instruments of conveyance in the forms as set forth in Exhibits "C-1" through "C-8" hereto conveying the Interests; (b) Seller and Buyer shall execute and deliver a Preliminary Closing Statement that shall set forth the Base Purchase Price and each adjustment and the calculation of such adjustments used to determine such amount (the "Closing Amount") in the form as set forth in Exhibit "D" hereto; (c) Seller shall deliver to Buyer the Records (but shall be authorized to keep a copy of the Records); (d) Seller and Buyer shall execute, acknowledge and deliver mutually agreeable transfer orders or letters-in-lieu prepared by the Buyer, directing all purchasers of production to make future payments of proceeds attributable to production from the Interests to Buyer; (e) Seller shall deliver to Buyer (i) a certificate stating that the representations of Seller contained in Section 7 hereof are true as of the Closing Date, and (ii) a "non-foreign person" affidavit in the form as set forth in Exhibit "H" hereto, and (iii) executed change of operator forms to be filed with the relevant regulatory authorities naming Buyer or its designee as operator of the Interests operated by Seller at Closing; (f) Seller shall deliver to Buyer the legal opinion referenced in Section 6(c) hereof; (g) Buyer shall deliver to Seller a certificate stating that the representations of Buyer contained in Section 8 hereof are true as of the Closing Date; (h) Buyer shall deliver to Seller the legal opinion referenced in Section 5(b) hereof; (i) Buyer shall deliver to Seller a complete copy of Buyer's environmental assessment, including, but not limited to, reports, data, valuation, assessments and conclusions; (j) Seller shall deliver to Buyer possession of the Interests, subject to any applicable operating agreement or other related agreement affecting the Interests; (k) Seller and Buyer shall execute the License Agreement in the form as set forth in Exhibit "I" hereto; (1) Seller and Buyer shall execute the Gathering Agreements in the form as set forth in Exhibits "J- l " and "J-2" hereto; (m) Buyer shall deliver to Seller the guaranty in the form set forth in Exhibit "K " hereto; and (n) Buyer shall deliver to Seller cash by wire transfer in the amount of the Closing Amount to the following account Bank: Mellon Bank, Pittsburgh, PA. ABA/Routing Number: ▇▇▇-▇▇▇-▇▇▇ Account: 104-9050 For Credit To: Burlington Resources Servic...