Closing Agreement Sample Contracts

Closing Agreement (August 21st, 2017)

Reference is made to a certain Exclusive Patent and Know-How License Agreement including Transfer of Ownership, dated January 15, 2009 by and between RLP Energy, Inc., as predecessor in interest to MES (as defined below), and Energy & Environmental Research Center Foundation (the "Licensor"), a North Dakota nonprofit entity, as amended by Amendments 1, 2, 3, 4 and 5 prior hereto (as amended by Amendments 1, 2, 3, 4, and 5, the "License Agreement") by and among the Licensor, MES, Inc. ("MES"), a successor to all the rights, titles and interests of RLP Energy, Inc., and Midwest Energy Emissions Corp. ("ME2C" and, together with MES, the "Company"). The License Agreement provides that under certain conditions the Company shall have the option to acquire the Patent Rights upon the payment of certain cash consideration and additional shares of its common stock, which option the Company has elected to exercise pursuant to a letter dated January 5, 2017, as amended on March 23, 2017 and April

Appliance Recycling Centers of America, Inc. – Attn: Mr. Tony Isaac Re: Certain Closing Agreements (August 21st, 2017)

This letter agreement (this "Agreement") is being entered into in connection with the closing (the "Closing") of the transactions contemplated by (i) the Equity Purchase Agreement, dated as of the date hereof, between 4301 Operations, LLC, a Delaware limited liability company, and Appliance Recycling Centers of America, Inc., a Minnesota corporation ("ARCA"), and (ii) the Asset Purchase Agreement (the "APA"), dated as of the date hereof, between ARCA Advanced Processing, LLC, a Minnesota limited liability company ("AAP"), and Recleim LLC, a Delaware limited liability company (''Recleim").

Griffin-American Healthcare REIT IV, Inc. – Closing Agreement (June 14th, 2017)

THIS CLOSING AGREEMENT (this "Agreement") is made effective as of June 8, 2017 by and between GAHC4 Menlo Park CA MC, LLC, a limited liability company organized under the laws of the State of Delaware ("Griffin Menlo Park Buyer"), GAHC4 Fairfield CA MC, LLC, a limited liability company organized under the laws of the State of Delaware ("Griffin Fairfield Buyer"), GAHC4 Belmont CA ALF, LLC, a limited liability company organized under the laws of the State of Delaware ("Griffin Belmont Buyer"), GAHC4 Sacramento CA ALF, LLC, a limited liability company organized under the laws of the State of Delaware ("Griffin Sacramento Buyer"; and collectively with Griffin Menlo Park Buyer, Griffin Fairfield Buyer and Griffin Belmont Buyer, the "Griffin Tranche 1 Buyer"), GAHC4 Napa CA ALF, LLC, a limited liability company organized under the laws of the State of Delaware ("Griffin Napa ALF Buyer"), GAHC4 Napa CA MC, LLC, a limited liability company organized under the laws of the State of Delaware ("G

Griffin-American Healthcare REIT IV, Inc. – Closing Agreement (March 17th, 2017)

THIS CLOSING AGREEMENT (this "Agreement"), is made effective as of the 13th day of March, 2017 by and between GAHC4 SW Illinois Senior Housing Portfolio, LLC, a limited liability company organized under the laws of the State of Delaware ("Griffin") and CSL-Illinois I, LLC, a limited liability company organized under the laws of the State of Oregon ("CSL").

Griffin-American Healthcare REIT IV, Inc. – Closing Agreement (November 17th, 2016)

THIS CLOSING AGREEMENT (this "Agreement") is made effective as of the 11th day of November, 2016 by and between GAHC4 Lafayette LA ALF, LLC, a limited liability company organized under the laws of the State of Delaware ("Griffin Rosewood Buyer"), GAHC4 Lafayette LA MC, LLC, a limited liability company organized under the laws of the State of Delaware ("Griffin Cedar Buyer", and collectively with Griffin Rosewood Buyer, "Griffin"), Colonial Oaks Master Tenant, LLC, a limited liability company organized under the laws of the State of Delaware ("Tenant"), Colonial Oaks Assisted Living Lafayette, LLC, a Delaware limited liability company (together with its successors and assigns, "Rosewood Subtenant") and Colonial Oaks Memory Care Lafayette, LLC, a Delaware limited liability company (together with its successors and assigns, "Cedar Subtenant", and collectively with Rosewood Subtenant, "Subtenant").

iHookup Social, Inc. – Eighth Amendment and Closing Agreement (September 16th, 2016)

This Eighth Amendment and Closing Agreement (the "Agreement") is made and entered into as of September 12, 2016 by and among Friendable Inc. (f/k/a iHookup Social Inc.), a Nevada corporation (the "Company") and the parties identified on the signature page hereto (each a "Purchaser" and collectively, "Purchasers"). Capitalized terms used but not defined herein will have the meanings assigned to them in the March 8, 2016 Securities Purchase Agreement and Transaction Documents (as defined below), as amended pursuant to an Amendment and Closing Agreement dated May 17, 2016 ("Amendment Agreement"), as further amended pursuant to a Second Amendment and Closing Agreement dated May 20, 2016 ("Second Amendment Agreement"), as further amended pursuant to a Third Amendment and Closing Agreement dated June 3, 2016 ("Third Amendment Agreement"), as further amended pursuant to a Fourth Amendment and Closing Agreement dated June 16, 2016 ("Fourth Amendment Agreement"), as further amended pursuant to

iHookup Social, Inc. – Seventh Amendment and Closing Agreement (August 25th, 2016)

This Seventh Amendment and Closing Agreement (the "Agreement") is made and entered into as of August 15th , 2016 by and among Friendable Inc. (f/k/a iHookup Social Inc.), a Nevada corporation (the "Company") and the parties identified on the signature page hereto (each a "Purchaser" and collectively, "Purchasers"). Capitalized terms used but not defined herein will have the meanings assigned to them in the March 8, 2016 Securities Purchase Agreement and Transaction Documents (as defined below), as amended pursuant to an Amendment and Closing Agreement dated May 17, 2016 ("Amendment Agreement"), as further amended pursuant to a Second Amendment and Closing Agreement dated May 20, 2016 ("Second Amendment Agreement"), as further amended pursuant to a Third Amendment and Closing Agreement dated June 3, 2016 ("Third Amendment Agreement"), as further amended pursuant to a Fourth Amendment and Closing Agreement dated June 16, 2016 ("Fourth Amendment Agreement"), as further amended pursuant to

iHookup Social, Inc. – Sixth Amendment and Closing Agreement (August 10th, 2016)

This Sixth Amendment and Closing Agreement (the "Agreement") is made and entered into as of August ___, 2016 by and among Friendable Inc. (f/k/a iHookup Social Inc.), a Nevada corporation (the "Company") and the parties identified on the signature page hereto (each a "Purchaser" and collectively, "Purchasers"). Capitalized terms used but not defined herein will have the meanings assigned to them in the March 8, 2016 Securities Purchase Agreement and Transaction Documents (as defined below), as amended pursuant to an Amendment and Closing Agreement dated May 17, 2016 ("Amendment Agreement"), as further amended pursuant to a Second Amendment and Closing Agreement dated May 20, 2016 ("Second Amendment Agreement"), as further amended pursuant to a Third Amendment and Closing Agreement dated June 3, 2016 ("Third Amendment Agreement"), as further amended pursuant to a Fourth Amendment and Closing Agreement dated June 16, 2016 ("Fourth Amendment Agreement"), and as further amended pursuant to

Terraform Global, Inc. – Omnibus Closing Agreement (November 13th, 2015)

This Omnibus Closing Agreement (this "Agreement"), is entered into as of September 18, 2015 (the "Effective Date"), by and among (1) TerraForm Global, LLC, a limited liability company organized under the laws of the State of Delaware, United States of America ("EMYC"), (2) TerraForm Global, Inc., a corporation organized under the laws of the State of Delaware, United States of America ("Global"), (3) SunEdison, Inc., a corporation organized under the laws of the State of Delaware, United States of America ("SunEdison"), (4) TerraForm Global Brazil Holding B.V., a cooperative (cooperatie) established under the laws of the Netherlands ("EMYC Sub"), (5) TERP GLBL Brasil I Participacoes S.A., a sociedade anonima (S.A.) organized under the laws of Brazil ("Buyer," and together with EMYC, Global, SunEdison and EMYC Sub, the "TERG Parties") and (6) Renova Energia, S.A., a sociedade anonima (S.A.) organized under the laws of Brazil ("Renova"). EMYC, Global, SunEdison, EMYC Sub, Buyer and Reno

Terraform Global, Inc. – Omnibus Closing Agreement (September 28th, 2015)

This Omnibus Closing Agreement (this "Agreement"), is entered into as of September 18, 2015 (the "Effective Date"), by and among (1) TerraForm Global, LLC, a limited liability company organized under the laws of the State of Delaware, United States of America ("EMYC"), (2) TerraForm Global, Inc., a corporation organized under the laws of the State of Delaware, United States of America ("Global"), (3) SunEdison, Inc., a corporation organized under the laws of the State of Delaware, United States of America ("SunEdison"), (4) TerraForm Global Brazil Holding B.V., a cooperative (cooperatie) established under the laws of the Netherlands ("EMYC Sub"), (5) TERP GLBL Brasil I Participacoes S.A., a sociedade anonima (S.A.) organized under the laws of Brazil ("Buyer," and together with EMYC, Global, SunEdison and EMYC Sub, the "TERG Parties") and (6) Renova Energia, S.A., a sociedade anonima (S.A.) organized under the laws of Brazil ("Renova"). EMYC, Global, SunEdison, EMYC Sub, Buyer and Renov

Closing Agreement (July 15th, 2015)

THIS CLOSING AGREEMENT (this Agreement) is entered into as of July 14, 2015, by and among Danaher Corporation (the Seller), Potomac Holding LLC (Newco), NetScout Systems, Inc. (the Purchaser), RS Merger Sub I, Inc., and RS Merger Sub II, LLC. Capitalized terms used in this Agreement but not otherwise defined herein have the meanings ascribed thereto in the Acquisition Agreements (as defined herein).

Inland Real Estate Income Trust, Inc. – Post Closing Agreement (May 30th, 2014)

THIS POST CLOSING AGREEMENT (this "Agreement") is executed as of the 23rd day of May, 2014, by and among LAKESIDE CROSSING LYNCHBURG, LLC, a Georgia limited liability company("Seller") and IREIT Lynchburg Lakeside, L.L.C., a Delaware limited liability company ("Buyer").

RE: Closing Agreement Dated March 26, 2012 (May 12th, 2014)

In a letter dated April 23, 2014 that Doral Financial Corporation (Doral) sent to you in response to your April 15, 2014 letter, Doral provided clear and uncontestable evidence of its rights under the closing agreement by and among Doral and its subsidiaries and the Department of the Treasury dated March 26, 2012 (the 2012 Closing Agreement). One of such rights is the right to request the Commonwealth of Puerto Rico (the Commonwealth) a refund of the amounts contemplated in the 2012 Closing Agreement.

Converted Organics Inc – Closing Agreement (September 20th, 2013)

This CLOSING AGREEMENT (this "Agreement") dated as of June 3, 2013, is by and between Hudson Bay Master Fund Ltd., a Cayman Islands company ("Hudson Bay"), Iroquois Master Fund Ltd., a Cayman Islands company ("Iroquois" and, collectively with Hudson Bay, the "Investors"), Converted Organics, Inc., a Delaware corporation ("Parent") and Michael Eisenberg, in his capacity as Stockholders' Representative (the "Stockholders' Representative").

Graymark Productions – Closing Agreement 2 (August 14th, 2013)

THIS CLOSING AGREEMENT 2 (this Agreement) is made and entered into effective May 21, 2013, by and between Roy T. Oliver, an individual (hereinafter Oliver), Graymark Healthcare, Inc., an Oklahoma Corporation (GRMH), TSH Acquisition, LLC, a Delaware limited liability company (TSH), Foundation Healthcare Affiliates, LLC, an Oklahoma limited liability company (FHA), Foundation Surgical Hospital Affiliates, LLC, a Nevada limited liability company, and Foundation Surgery Affiliates, LLC, a Nevada limited liability company. Collectively, the above are sometimes referred to as the Parties. Collectively, Foundation Healthcare Affiliates, LLC, Foundation Surgical Hospital Affiliates, LLC, and Foundation Surgery Affiliates, LLC, are referred to as the Foundation Entities.

Converted Organics Inc – Closing Agreement (June 3rd, 2013)

This CLOSING AGREEMENT (this "Agreement") dated as of June 3, 2013, is by and between Hudson Bay Master Fund Ltd., a Cayman Islands company ("Hudson Bay"), Iroquois Master Fund Ltd., a Cayman Islands company ("Iroquois" and, collectively with Hudson Bay, the "Investors"), Converted Organics, Inc., a Delaware corporation ("Parent") and Michael Eisenberg, in his capacity as Stockholders' Representative (the "Stockholders' Representative").

Closing Agreement on Final Determination Covering Specific Matters (May 3rd, 2013)

Ambac Financial Group, Inc., EIN: 13-3621676, One State Street Plaza, New York, NY 10004, (the "Taxpayer"), on behalf of itself and as agent for the members of the Ambac Financial Group, Inc. and Subsidiaries consolidated group,

Second Closing Agreement and Amendment (December 26th, 2012)

This Second Closing Agreement and Amendment (this "Agreement") is entered into on December 21, 2012, by and among Denbury Onshore, LLC, a Delaware limited liability company ("DRI"), XTO Energy Inc., a Delaware corporation ("XTO Energy"), and Exxon Mobil Corporation, a New Jersey corporation ("ExxonMobil", and collectively with XTO Energy, "XTO"), in connection with the Closing of the transactions contemplated by that certain Exchange Agreement dated September 19, 2012, by and among DRI, XTO Energy and ExxonMobil, as amended by that certain Amendment No. 1 to Exchange Agreement dated November 20, 2012, as amended by that certain Closing Agreement and Amendment dated November 30, 2012 (as so amended, the "Exchange Agreement"), to clarify and agree upon the matters set forth below. DRI and XTO are sometimes referred to in this Agreement collectively as the "Parties" and individually as a "Party." The Parties hereby agree as follows:

Closing Agreement and Amendment (December 6th, 2012)

This Closing Agreement and Amendment (this "Agreement") is entered into on November 30, 2012, by and among Denbury Onshore, LLC, a Delaware limited liability company ("DRI"), XTO Energy Inc., a Delaware corporation ("XTO Energy"), and Exxon Mobil Corporation, a New Jersey corporation ("ExxonMobil", and collectively with XTO Energy, "XTO"), in connection with the Closing of the transactions contemplated by that certain Exchange Agreement dated September 19, 2012, by and among DRI, XTO Energy and ExxonMobil, as amended by that certain Amendment No. 1 to Exchange Agreement dated November 20, 2012 (as so amended, the "Exchange Agreement"), to clarify and agree upon the matters set forth below. DRI and XTO are sometimes referred to in this Agreement collectively as the "Parties" and individually as a "Party." The Parties hereby agree as follows:

Eflo Energy, Inc. – Kotaneelee Closing Agreement (November 29th, 2012)

DEVON CANADA, a general partnership, having an office in the City of Calgary, in the Province of Alberta (hereinafter referred to as "Vendor")

Closing Agreement (October 2nd, 2012)

This CLOSING AGREEMENT (this Agreement) dated as of October 2, 2012, is by and between Standard Parking Corporation, a Delaware corporation (Parent), and the Person executing this Agreement as a Stockholder on the signature page hereto (together with any Permitted Transferee to whom such Person Transfers any Company Securities and any transferee of any Acquired Shares, in each case that is required to execute and deliver a Joinder as a condition precedent to such Transfer in accordance with Section 6.06, Stockholder).

Closing Agreement (October 2nd, 2012)

This CLOSING AGREEMENT (this Agreement) dated as of October 2, 2012, is by and between Standard Parking Corporation, a Delaware corporation (Parent), and the Person executing this Agreement as a Stockholder on the signature page hereto (together with any Permitted Transferee to whom such Person Transfers any Company Securities and any transferee of any Acquired Shares, in each case that is required to execute and deliver a Joinder as a condition precedent to such Transfer in accordance with Section 6.06, Stockholder).

Closing Agreement (October 2nd, 2012)

This CLOSING AGREEMENT (this Agreement) dated as of October 2, 2012, is by and between Standard Parking Corporation, a Delaware corporation (Parent), and the Person executing this Agreement as a Stockholder on the signature page hereto (together with any Permitted Transferee to whom such Person Transfers any Company Securities and any transferee of any Acquired Shares, in each case that is required to execute and deliver a Joinder as a condition precedent to such Transfer in accordance with Section 6.06, Stockholder).

Closing Agreement (October 2nd, 2012)

This CLOSING AGREEMENT (this Agreement) dated as of October 2, 2012, is by and between Standard Parking Corporation, a Delaware corporation (Parent), and the Person executing this Agreement as a Stockholder on the signature page hereto (together with any Permitted Transferee to whom such Person Transfers any Company Securities and any transferee of any Acquired Shares, in each case that is required to execute and deliver a Joinder as a condition precedent to such Transfer in accordance with Section 6.06, Stockholder).

Closing Agreement (October 2nd, 2012)

This CLOSING AGREEMENT (this Agreement) dated as of October 2, 2012, is by and between Standard Parking Corporation, a Delaware corporation (Parent), and the Person executing this Agreement as a Stockholder on the signature page hereto (together with any Permitted Transferee to whom such Person Transfers any Company Securities and any transferee of any Acquired Shares, in each case that is required to execute and deliver a Joinder as a condition precedent to such Transfer in accordance with Section 6.06, Stockholder).

Closing Agreement (October 2nd, 2012)

This CLOSING AGREEMENT (this Agreement) dated as of October 2, 2012, is by and between Standard Parking Corporation, a Delaware corporation (Parent), and the Person executing this Agreement as a Stockholder on the signature page hereto (together with any Permitted Transferee to whom such Person Transfers any Company Securities and any transferee of any Acquired Shares, in each case that is required to execute and deliver a Joinder as a condition precedent to such Transfer in accordance with Section 6.06, Stockholder).

Closing Agreement (October 2nd, 2012)

This CLOSING AGREEMENT (this Agreement) dated as of October 2, 2012, is by and between Standard Parking Corporation, a Delaware corporation (Parent), and the Person executing this Agreement as a Stockholder on the signature page hereto (together with any Permitted Transferee to whom such Person Transfers any Company Securities and any transferee of any Acquired Shares, in each case that is required to execute and deliver a Joinder as a condition precedent to such Transfer in accordance with Section 6.06, Stockholder).

Walker & Dunlop – Closing Agreement (September 10th, 2012)

This CLOSING AGREEMENT (this Agreement) dated as of September 4, 2012, is by and between Walker & Dunlop, Inc., a Maryland corporation (Parent), CW Financial Services LLC, a Delaware limited liability company (Seller) and CWCapital LLC, a Massachusetts limited liability company (CW, and together with Parent and Seller, the Parties).

Contract (August 28th, 2012)
EcoReady Corp – Closing Agreement and Conveyance (July 13th, 2012)

This Agreement is made and executed by and among Perf Go-Green Holdings, Inc., a Delaware corporation with its principal offices located in New York, NY ("PGGO") and EcoReady Corporation (formerly PerfPower Corporation) (on the 12th day of January, 2010.

Contract (April 20th, 2012)
First Choice Healthcare Solutions, Inc. – Membership Interest Purchase Closing Agreement (April 9th, 2012)

THIS MEMBERSHIP INTEREST PURCHASE CLOSING AGREEMENT (this "Agreement") is made and entered into effective this 2nd day of April, 2012 (the "Effective Date"), by and between ANTHONY LOMBARDO, M.D. ("Seller"), FCID MEDICAL, INC., a Florida corporation ("Buyer"), and FIRST CHOICE MEDICAL GROUP OF BREVARD, LLC, a Delaware limited liability company authorized to do business in Florida (the "Company").

Abu Dhabi Gas Industries Limited – Closing Agreement (March 28th, 2012)

This Closing Agreement (this Agreement) is made and entered into this 22nd day of March, 2012, by and between Gasco Production Company (Gasco) and Wapiti Oil & Gas II, L.L.C. (Wapiti). Gasco and Wapiti are sometimes referred to herein as a Party and collectively as Parties. Capitalized terms used but not defined in this Agreement will have the meanings given to such terms in the Purchase Agreement (defined below).

Closing Agreement (February 29th, 2012)

This CLOSING AGREEMENT (this Agreement) dated as of February 28, 2012, is by and between Standard Parking Corporation, a Delaware corporation (Parent), and the Person executing this Agreement as a Stockholder on the signature page hereto (together with any Permitted Transferee to whom such Person Transfers any Company Securities and any transferee of any Acquired Shares, in each case that is required to execute and deliver a Joinder as a condition precedent to such Transfer in accordance with Section 6.06, Stockholder).

Closing Agreement (February 29th, 2012)

This CLOSING AGREEMENT (this Agreement) dated as of February 28, 2012, is by and between Standard Parking Corporation, a Delaware corporation (Parent), and the Person executing this Agreement as a Stockholder on the signature page hereto (together with any Permitted Transferee to whom such Person Transfers any Company Securities and any transferee of any Acquired Shares, in each case that is required to execute and deliver a Joinder as a condition precedent to such Transfer in accordance with Section 6.06, Stockholder).