At the Initial Closing Sample Clauses

At the Initial Closing. (i) Sellers shall cause their respective subsidiaries to sell, convey, transfer, deliver and assign to Purchaser, free and clear of any mortgage, lien, pledge, charge, security interest, right of first refusal or right of others therein, or encumbrance of any nature whatsoever ("Liens"), other than Liens securing the indebtedness to be assumed by Purchaser pursuant to Section 1.1(b)(ii), and Purchaser shall purchase, acquire and accept from Sellers' subsidiaries, the Existing License and the Acquisition Licenses, if any, then held by Sellers.. (ii) Purchaser shall pay to Sellers in immediately available funds the sum of (i) $1,731,894 for the Existing License and (ii) the aggregate cash purchase price paid by Sellers for the Acquisition Licenses, if any, then held by Sellers, plus the aggregate amount of interest paid by Sellers on indebtedness (if any) to the United States Department of the Treasury (the "USDT") to be assumed by Purchaser pursuant to this Section 1.1(b)(ii) with respect to such Licenses, from the date that Sellers assumed such indebtedness through the date of the Initial Closing.

At the Initial Closing. Buyer shall (A) pay to each of the Sellers set forth on the SCHEDULE OF SELLERS attached hereto under the heading "Initial Closing" cash in an aggregate amount equal to (1) Gross Proceeds of the Estimated Purchase Price set forth opposite his, her or its name on the SCHEDULE OF SELLERS, LESS (2) the escrow amount set forth opposite his, her or its name on the SCHEDULE OF SELLERS and LESS (3) the rollover amount set forth opposite his, her or its name on the SCHEDULE OF SELLERS, by wire transfer of immediately available funds to the account designated in advance in writing by the Sellers at the Initial Closing and (B) deliver to each of the Principal Stockholders and ▇▇▇▇▇ ▇▇▇▇ the number of shares of Buyer's Series B Preferred Stock and Common Stock set forth opposite such Seller's name on the SCHEDULE OF SELLERS, which shares shall be subject to the terms and conditions of the Executive Purchase Agreement by and between the Buyer and each such Seller in exchange for the number of shares of the Company's common stock set forth opposite each person's name on the SCHEDULE OF SELLERS, in exchange for the number of shares of the Company's common stock sold as set forth opposite his, her or its name on the SCHEDULE OF SELLERS;

At the Initial Closing. (a) the Company will deliver to the Lender (i) the Initial Note dated as of the Initial Closing Date, in the principal amount of One Million Dollars ($1,000,000), and (ii) the Warrants, each dated as of the Initial Closing Date, and (b) the Lender will deliver payment to the Company, by wire transfer, of One Million Dollars ($1,000,000).

At the Initial Closing. (i) as consideration for the Acquired Assets, PC Buyer shall deliver or cause to be delivered the Buyer Parent Shares in accordance with Section 1.1(a); (ii) as consideration for the Acquired Assets, PC Buyer shall, on behalf of CFC IPA, deliver the Initial Closing Payment by wire transfer of immediately available funds to the account(s) specified in the Closing Payments Schedule; (iii) the applicable Parties shall sign and deliver the joint instructions attached hereto as Exhibit C instructing the Deposit Escrow Agent to (A) release (1) Five Hundred and Four Thousand Dollars ($504,000) (the “CFC Indemnity Escrow Amount”) of the Deposit Escrow Amount into an account (the “Escrow Account”) with the Escrow Agent, and (2) Three Hundred Thousand Dollars ($300,000) (the “CFC Adjustment Escrow Amount”) of the Deposit Escrow Amount into the Escrow Account, pursuant to the terms of the Escrow Agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), and (B) release the remaining Twenty-One Thousand Dollars ($21,000) of the Deposit Escrow Amount to CFC IPA; (iv) on behalf of CFC IPA, PC B▇▇▇▇ shall deliver, by wire transfer of immediately available funds, Fifty Thousand Dollars ($50,000) (the “IPA Representative Fund”) to the account(s) specified in the Closing Payments Schedule; and (v) on behalf of CFC IPA, PC Buyer shall pay or cause to be paid the amount for all the Initial Closing Estimated Transaction Expenses set forth on a schedule to be delivered by CFC IPA no later than five (5) Business Days prior to the Initial Closing Date by wire transfer of immediately available funds to accounts specified in the Closing Payments Schedule.

At the Initial Closing. (i) Each Buyer shall deliver to the Sellers cash in an amount equal to the Initial Purchase Price multiplied by the number of Initial Closing Shares purchased by such Buyer, in immediately available funds by wire transfer to an account designated by the Sellers, by notice to such Buyer, which notice shall be delivered not later than two (2) Business Days prior to the Initial Closing Date (or if not so designated, then by certified or official bank check payable in immediately available funds to the order of Seller in such amount); and (ii) The Sellers shall deliver to each Buyer certificates evidencing the number of Initial Shares purchased by such Buyer, duly endorsed or accompanied by stock powers duly endorsed in blank, with any required medallion guarantee thereof.