Common use of Closing Actions Clause in Contracts

Closing Actions. i. Incomnet shall concurrently herewith deliver to Ciera at the Facilities all of the Assets, free and clear of all Encumbrances, pursuant to the form of bill of sale attached heretx xx Exhibit "A" and the form of assignment and assumption agreement attached hereto as Exhibit "B" (the "Assignment and Assumption Agreement"); ii. Incomnet shall promptly file with the Secretary of State of the State of Delaware an amendment to its certificate of incorporation, changing the name of Incomnet, and shall promptly upon receipt, provide evidence of such filing to Ciera; and iii. Incomnet shall concurrently herewith cause (A) the liens held by Gold & Appel and Seller Stockholder (xxx any other liens held by any other Person) to be released, and (B) if necessary, the filing of all necessary UCC termination statements to evidence the termination of such liens. i. Ciera shall concurrently herewith assume from Incomnet all of the Assumed Liabilities pursuant to the form of Assignment and Assumption Agreement; ii. Ciera shall concurrently herewith pay to Incomnet $1,750,000.00 in immediately available funds (the "Cash Consideration"). At Incomnet's request, the Cash Consideration may be wired directly to Incomnet's senior secured creditor in satisfaction of a portion of Incomnet's senior secured debt; iii. Ciera shall concurrently herewith deliver to Incomnet a promissory note in the principal amount of $750,000 (the "Note"), which Note shall bear interest at the rate of eight percent (8%) per annum and shall be due and payable as follows: (1) monthly installments of interest only, due and payable on the same day of each of the first, second and third months after the Effective Date, (2) monthly installments of $50,000 each, due and payable on the same day of each of the fourth and fifth months after the Effective Date, to be applied first to interest and the remainder, if any, to principal, and (3) one final payment of the entire outstanding principal balance of the Note, together with all accrued but unpaid interest thereon, on the date that is six months after the Effective Date. The Note shall be secured by a second lien on the Accounts Receivable, subordinated to the liens of Ciera's senior secured lender, RFC Capital Corporation; and iv. GlobalCom shall concurrently herewith issue and deliver to Incomnet 125,000 shares of common stock of GlobalCom, par value $.001 per share (the "GlobalCom Stock"). Ciera and GlobalCom acknowledge and agree that Incomnet shall have the right to transfer and assign all of its rights, titles and interests in and to the Cash Consideration, the Note and the GlobalCom Stock to Seller Stockholder.

Closing Actions. i. Incomnet (a) Subject to Section 3.4, Parent shall concurrently herewith deliver pay, or shall cause the Surviving Corporation or its Subsidiaries, as applicable, to Ciera pay, the following payments: (i) at the Facilities all Closing, to each holder of Common Stock an amount equal to the AssetsClosing Common Share Price multiplied by the number of shares of Common Stock (other than Dissenting Shares) owned by such holder immediately prior to the Effective Time; (ii) reasonably promptly following the Closing, free to each holder of an Option the amounts payable (if any) pursuant to Sections 2.2 and clear 2.3 in respect of such Option, less applicable federal, state and local income Tax withholding and Social Security, Medicare, state disability, unemployment and other withholding obligations; (iii) in due course, to the applicable Governmental Entity, the aggregate amount of all Encumbrancesapplicable federal, pursuant state and local income Tax withholding and Social Security, Medicare, state disability, unemployment and other withholding obligations withheld in respect of payments to Option holders; (iv) at the Closing, to the form of bill of sale attached heretx xx Exhibit "A" “Administrative Agent” under the Credit Agreement, the Debt Amount; (v) at the Closing, to each payee thereof, the Transaction Costs; (vi) at the Closing, to the Escrow Agent an amount equal to $10,000,000 (the “Escrow Amount”) to be held in escrow in accordance with the escrow agreement to be entered into at Closing by the Shareholders Agent, Parent, Buyer and the Escrow Agent in substantially the form of assignment and assumption agreement attached hereto as Exhibit "B" B (the "Assignment and Assumption “Escrow Agreement"”); ii. Incomnet shall promptly file with the Secretary of State of the State of Delaware an amendment to its certificate of incorporation, changing the name of Incomnet, and shall promptly upon receipt, provide evidence of such filing to Ciera; and iii. Incomnet shall concurrently herewith cause (vii) at the Closing, (A) to the liens held by Gold & Appel depository or paying agent under the Debt Tender Offer, the amount required to fund the purchase of Notes validly tendered and Seller Stockholder (xxx any other liens held by any other Person) not withdrawn pursuant to be releasedthe Debt Tender Offer, and or (B) if necessarythe conditions to the Debt Tender Offer have not been satisfied or waived, to a trust established under Section 8.01 of the Indenture, the filing amount required to fund the optional redemption of all necessary UCC termination statements to evidence the termination Notes contemplated by Section 5 of such liensthe form of the Notes, as applicable. i. Ciera (b) Parent and the Company shall concurrently herewith assume from Incomnet take, or shall cause their respective Subsidiaries to take, the following actions: (i) Immediately prior to the Closing, the Company shall contribute all of the Assumed Liabilities pursuant outstanding shares of capital stock of PFGI to the form of Assignment and Assumption Agreement; ii. Ciera shall concurrently herewith pay to Incomnet $1,750,000.00 in immediately available funds a newly formed Delaware limited liability company (the "Cash Consideration"). At Incomnet's request, the Cash Consideration may be wired directly to Incomnet's senior secured creditor in satisfaction of a portion of Incomnet's senior secured debt; iii. Ciera shall concurrently herewith deliver to Incomnet a promissory note in the principal amount of $750,000 (the "Note"“New Crunch LLC”), which Note shall bear interest be a wholly-owned subsidiary of the Company, the documentation thereof being in form and substance reasonably acceptable to each of Parent and the Company; (ii) at the rate of eight percent (8%) per annum and Closing, to the extent necessary to fund the payments to be made by the Surviving Corporation pursuant to Section 3.3(a), Parent shall be due and payable cause proceeds received as follows: (1) monthly installments of interest only, due and payable on the same day of each a result of the firstFinancing, second including the proceeds received by Parent from the Equity Financing and third months after proceeds received by the Effective Date, (2) monthly installments of $50,000 each, due and payable on Finance Sub from the same day of each of the fourth and fifth months after the Effective DateDebt Financing, to be applied first to interest and the remainder, if any, to principal, and (3) one final payment of the entire outstanding principal balance of the Note, together with all accrued but unpaid interest thereon, on the date that is six months after the Effective Date. The Note shall be secured by a second lien on the Accounts Receivable, subordinated transferred to the liens of Ciera's senior secured lenderSurviving Corporation, RFC Capital CorporationBuyer or PFGI, as applicable; and iv. GlobalCom (iii) at the Closing, Finance Sub shall concurrently herewith issue be merged with and deliver to Incomnet 125,000 shares of common stock of GlobalCom, par value $.001 per share into New Crunch LLC (the "GlobalCom Stock"). Ciera “Subsidiary Merger”) in such a manner that New Crunch LLC shall be the surviving entity (the “Subsidiary Surviving Company”) and GlobalCom acknowledge and agree that Incomnet shall have become an indirect wholly-owned Subsidiary of the right to transfer and assign all of its rights, titles and interests in and to the Cash ConsiderationCompany, the Note documentation thereof being in form and substance reasonably acceptable to each of Parent and the GlobalCom Stock to Seller StockholderCompany.

Closing Actions. i. Incomnet shall concurrently herewith At the Closing: (a) Seller shall: (i) execute, acknowledge and deliver to Ciera at the Facilities all Buyer a conveyance of the Assets, free and clear of all Encumbrances, pursuant to in the form of bill of sale attached heretx xx Exhibit "A" and the form of assignment and assumption agreement attached hereto as Exhibit "B" C (with Exhibits A and B attached thereto), effective as to runs of oil as of the Effective Date (the "Assignment and Assumption Agreement"“Conveyance”); ii. Incomnet shall promptly file with the Secretary of State of the State of Delaware an amendment to its certificate of incorporation, changing the name of Incomnet, and shall promptly upon receipt, provide evidence of such filing to Ciera; and (ii) deliver to Buyer such other bills of sale, assignments, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and Seller; and (iii. Incomnet shall concurrently herewith cause ) execute and deliver to Buyer mutually agreeable transfer orders or letters in lieu thereof, directing the applicable operator to make payment of proceeds attributable to production from the Oil Producing Properties after the Effective Date to Buyer; and (iv) execute and deliver to Buyer necessary governmental form assignments for any federal or state leases included in Exhibit A, each in form and substance satisfactory to Buyer and Seller; and (v) subject to Section 9.1, execute and deliver to Buyer the necessary documents required by applicable Governmental Authorities, or to address Operator Transfer Restrictions, for the change of operator from Seller to Buyer for the Operated Assets, and execute and deliver the necessary documents to assign (or partially assign, as applicable) the liens held by Gold & Appel and Seller Stockholder operator-related Contracts or Permits with respect to the Operated Assets; (xxx any other liens held by any other Personvi) deliver to be releasedBuyer a non-foreign affidavit, and as such affidavit is referred to in Section 1445(b)(2) of the Code, dated as of the Closing Date; and (Bvii) if necessaryturn over possession of the Assets; and (viii) within fourteen (14) days after Closing, deliver to Buyer the filing of all necessary UCC termination statements to evidence the termination of such liensRecords described in Section 2.1(f). i. Ciera shall concurrently herewith assume from Incomnet all of the Assumed Liabilities pursuant to the form of Assignment and Assumption Agreement; ii. Ciera shall concurrently herewith pay to Incomnet $1,750,000.00 in immediately available funds (the "Cash Consideration"). At Incomnet's request, the Cash Consideration may be wired directly to Incomnet's senior secured creditor in satisfaction of a portion of Incomnet's senior secured debt; iii. Ciera shall concurrently herewith deliver to Incomnet a promissory note in the principal amount of $750,000 (the "Note"), which Note shall bear interest at the rate of eight percent (8%b) per annum and shall be due and payable as followsBuyer shall: (1i) monthly installments of interest only, due and payable on the same day of each of the first, second and third months after the Effective Date, (2) monthly installments of $50,000 each, due and payable on the same day of each of the fourth and fifth months after the Effective Date, to be applied first to interest and the remainder, if any, to principal, and (3) one final payment of the entire outstanding principal balance of the Note, together with all accrued but unpaid interest thereon, on the date that is six months after the Effective Date. The Note shall be secured by a second lien on the Accounts Receivable, subordinated deliver to the liens of Ciera's senior secured lenderSeller, RFC Capital Corporationby wire transfer to an account designated by Seller in a bank located in the United States, an amount equal to the Purchase Price minus the Deposit ; and iv. GlobalCom shall concurrently herewith issue (ii) execute, acknowledge and deliver to Incomnet 125,000 shares Seller the Conveyance; and (iii) execute necessary governmental form assignments for federal leases included in Exhibit A, each in form and substance satisfactory to Buyer and Seller; and (iv) subject to Section 9.1, execute and deliver to Seller the necessary documents required by applicable Governmental Authorities or to address Operator Transfer Restrictions for the change of common stock operator from Seller to Buyer for the Operated Assets, and execute and deliver the necessary documents to assign (or partially assign, as applicable) the operator-related Contracts or Permits with respect to the Operated Assets. (c) Seller Shareholder shall: (i) along with Seller, execute, acknowledge and deliver to Buyer a conveyance of GlobalComthe Assets, par value $.001 per share in the form attached hereto as Exhibit C (with Exhibits A and B attached thereto), effective as to runs of oil as of the Effective Date (the "GlobalCom Stock"“Conveyance”). Ciera ; and (ii) deliver to Buyer such other bills of sale, assignments, documents and GlobalCom acknowledge and agree that Incomnet shall have the right to other instruments of transfer and assign all of its rightsconveyance as may reasonably be requested by Buyer, titles each in form and interests in substance satisfactory to Buyer and to the Cash Consideration, the Note and the GlobalCom Stock to Seller StockholderSeller.

Closing Actions. i. Incomnet Simultaneously with, or immediately following, this Agreement becoming effective, the respective parties thereto shall concurrently herewith deliver enter into each other Transaction Document and the following actions shall be taken and the following deliveries shall be made (such actions and deliveries, the “Closing Actions”): (a) First, LIN-Texas shall contribute to Ciera at the Facilities all Station Venture, and Station Venture shall accept from LIN-Texas, $100,000,000. (b) Second, in partial payment of the AssetsLoan (as defined in the Credit Agreement), free Station Venture shall pay to GE Capital an aggregate amount equal to (i) $100,000,000 plus (ii) the amount of accrued but unpaid interest under the Credit Agreement as of the date of this Agreement (the payment of the amount described in clause (ii), the “Interest Payment”); provided that, if GE and clear LIN would be obligated pursuant to the GE Shortfall Funding Agreements and the LIN Shortfall Funding Agreements, respectively, to pay or cause to be paid any amounts to Station Venture in respect of the Interest Payment (assuming that the Interest Payment was payable on the date of this Agreement under the Credit Agreement), then (x) NBCH shall pay to Station Venture an amount equal to the aggregate amount payable by GE and LIN pursuant to the GE Shortfall Funding Agreements and the LIN Shortfall Funding Agreements, respectively, in respect of the Interest Payment and (y) Station Venture shall issue a promissory note payable to NBCH in the amount of NBCH’s payment pursuant to the foregoing clause (x). For all Encumbrancespurposes of this Agreement, (1) the payment made pursuant to clause (x) of the immediately preceding sentence shall constitute a GE Shortfall Funding and (2) the promissory note issued pursuant to clause (y) of the immediately preceding sentence shall constitute a GE Shortfall Funding Agreement. (c) Third, without limiting Section 5.04(a), each of GE Capital and Lone Star (i) shall (and, subject to Section 2.02, hereby does pursuant to this Agreement) fully, irrevocably and unconditionally release and discharge LIN from its obligations under the Guarantee and LIN-Texas from its obligations under the Guarantor Pledge Agreement and (ii) acknowledges and agrees that the Guarantee and Guarantor Pledge Agreement shall be (and, subject to Section 2.02, hereby are pursuant to this Agreement) terminated and LIN and LIN-Texas shall have no further liability or obligation thereunder and no action shall be required by any other Person to effect such terminations. (d) Fourth, GE Capital and Lone Star shall sell and assign to NBCU I, and NBCU I shall purchase and assume from GE Capital and Lone Star, pursuant to the form of bill of sale attached heretx xx Exhibit "A" and the form of assignment and assumption agreement attached hereto as Exhibit "B" (the "GE Capital Assignment and Assumption Agreement"); ii. Incomnet shall promptly file with the Secretary of State of the State of Delaware an amendment to its certificate of incorporation, changing the name of Incomnet, and shall promptly upon receipt, provide evidence of such filing to Ciera; and iii. Incomnet shall concurrently herewith cause (A) the liens held by Gold & Appel and Seller Stockholder (xxx any other liens held by any other Person) to be released, and (B) if necessary, the filing of all necessary UCC termination statements to evidence the termination of such liens. i. Ciera shall concurrently herewith assume from Incomnet all of the Assumed Liabilities rights and obligations of GE Capital and Lone Star, as applicable, under the Credit Agreement, the Venture Pledge Agreement, the Venture Security Agreement and the LP Security Agreement (including all related pledges, guarantees, security agreements and related rights), and in consideration therefor NBCU I shall pay to GE Capital $602,000,000. For the avoidance of doubt, NBCU I shall not acquire any rights under the Guarantee, the Guarantor Pledge Agreement or any Affiliate Arrangements. (e) Fifth, GE Capital shall take all actions, to the extent set forth in Section 5.01(c)(ii), to transfer to NBCU I collateral pledged under the Venture Pledge Agreement, the Venture Security Agreement and the LP Security Agreement. (f) Sixth, NBCH shall (and, subject to Section 2.02, hereby does pursuant to this Agreement) transfer and assign to NBCU I, and NBCU I shall (and, subject to Section 2.02, hereby does pursuant to this Agreement) acquire and assume from NBCH, all of NBCH’s rights in respect of the GE Shortfall Funding Agreements and the GE Shortfall Fundings and NBCH shall deliver to NBCU I each of the related promissory notes as set forth in Section 5.01(c)(iv), or an affidavit of lost note in relation to same, and in consideration therefor NBCU I shall pay to NBCH $1.00. (g) Seventh, without limiting Section 5.04(a), GE shall (and, subject to Section 2.02, hereby does pursuant to this Agreement) fully, irrevocably and unconditionally waive all of its and its Affiliates’ rights in respect of the NBCU Shortfall Funding Agreements and the NBCU Shortfall Fundings, including all rights under the Master Agreement (including numbered paragraph 1 of Section 6.26(c) of the NBCU Disclosure Letter (as defined therein)), and in consideration therefor NBCU I shall pay to NBCH $1.00. (h) Eighth, LIN Television and LIN-Texas shall transfer and assign to NBCU I, and NBCU I shall acquire and assume from LIN Television and LIN-Texas, pursuant to the form of LIN Assignment and Assumption Agreement; ii. Ciera , all of LIN Television’s and LIN-Texas’ rights in respect of the LIN Shortfall Funding Agreements and the LIN Shortfall Fundings, and LIN shall concurrently herewith pay cause to Incomnet $1,750,000.00 in immediately available funds (the "Cash Consideration"). At Incomnet's request, the Cash Consideration may be wired directly delivered to Incomnet's senior secured creditor in satisfaction of a portion of Incomnet's senior secured debt; iii. Ciera shall concurrently herewith deliver to Incomnet a promissory note in the principal amount of $750,000 (the "Note"), which Note shall bear interest at the rate of eight percent (8%) per annum and shall be due and payable as follows: (1) monthly installments of interest only, due and payable on the same day of NBCU I each of the first, second and third months after the Effective Date, (2) monthly installments of $50,000 each, due and payable on the same day of each of the fourth and fifth months after the Effective Date, to be applied first to interest and the remainder, if any, to principalrelated promissory notes as set forth in Section 5.01(c)(v), and in consideration therefor NBCU I shall pay to LIN $1.00. (3i) one final payment of the entire outstanding principal balance of the NoteNinth, together with all accrued but unpaid interest thereon, on the date that is six months after the Effective Date. The Note LIN-Texas shall be secured by a second lien on the Accounts Receivable, subordinated to the liens of Ciera's senior secured lender, RFC Capital Corporation; and iv. GlobalCom shall concurrently herewith issue and deliver to Incomnet 125,000 shares of common stock of GlobalCom, par value $.001 per share (the "GlobalCom Stock"). Ciera and GlobalCom acknowledge and agree that Incomnet shall have the right to transfer and assign all of its rightsto NBCU I and NBCU II, titles and interests in NBCU I and NBCU II shall acquire and assume from LIN-Texas, respectively, pursuant to the Cash ConsiderationLIN Assignment and Assumption Agreement, 95.1% and 4.9% of the Note LIN-Texas LLC Interests, and the GlobalCom Stock in consideration therefor NBCU I and NBCU II shall pay to Seller StockholderLIN-Texas $1.00.

Closing Actions. i. Incomnet At the Closing, (a) Parent shall concurrently herewith deliver pay or cause to Ciera be paid: (i) to each holder of a Share converted into the right to receive the Common Stock Merger Consideration pursuant to Section 2.4(a) in accordance with the Distribution Schedule delivered pursuant to Section 3.2(b)(ii), by wire transfer of immediately available funds to such bank account(s) designated in writing by such Stockholder in its Letter of Transmittal, such Stockholder’s Common Stock Merger Consideration (less the applicable portion of the Stockholders’ Representative Expense Amount and the Escrow Amount) payable at the Facilities all Closing in respect of such Stockholder’s Shares (other than such Stockholder’s Dissenting Shares) in the Assetsamount set forth in such Distribution Schedule (based on the Estimated Purchase Price set forth in the Estimated Closing Statement); provided that, free and clear in each case, such Stockholder submits a letter of all Encumbrances, pursuant transmittal to the form of bill of sale attached heretx xx Exhibit "A" and Company in the form of assignment and assumption agreement attached hereto as Exhibit "B" E (a letter of transmittal in such form, a “Letter of Transmittal”), together with Stock Certificate(s) required by this Agreement (which Stock Certificate(s) shall be deemed delivered with respect to any Stock Certificate held or otherwise recorded in any digital stockholder management system) at least three (3) Business Days prior to the "Assignment Closing Date; provided further, that a Stockholder may submit its Letter of Transmittal to the Surviving Corporation following the Closing Date and Assumption Agreement"Parent shall make (or cause to be made) the payment described in this Section 3.3(a)(i) as promptly as practicable thereafter (and in no event later than five (5) Business Days after receipt thereof); (ii) to the Company, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Company no less than two (2) Business Days prior to the Closing, for the benefit of the Eligible Option Holders, the aggregate Option Merger Consideration (less the applicable portion of the Stockholders’ Representative Expense Amount and the Escrow Amount attributable to the Option Merger Consideration, in each case, as set forth in the Distribution Schedule) payable at the Closing to all Eligible Option Holders in the amount set forth in the Distribution Schedule (based on the Estimated Purchase Price set forth in the Estimated Closing Statement). Incomnet The Company shall promptly file pay or cause to be paid to each Eligible Option Holder no later than the Company’s next scheduled date of payroll following the Closing the Option Merger Consideration to which such holder is entitled pursuant to Section 2.6 and in accordance with the Secretary Distribution Schedule with respect thereto, such payments to be made net of State any applicable withholding Tax; provided, that, in each case, such Eligible Option Holder executes and delivers an Option Cancellation and Release Agreement to the Company prior to the Closing Date; provided, further, that an Eligible Option Holder may execute and deliver an Option Cancellation and Release Agreement to the Surviving Corporation within five (5) days following the Closing Date, and the Company shall make (or cause to be made) the payment described in this Section 3.3(a)(ii) as promptly as practicable thereafter (and in no event later than the Company’s next scheduled payroll date following the receipt of such agreement by the Eligible Option Holder). (iii) to the Escrow Agent, by wire transfer of immediately available funds to such bank account designated in writing by the Escrow Agent, for deposit in an escrow account (the “Escrow Account”), the Escrow Amount, to be held in the Escrow Account and distributed by the Escrow Agent in accordance with the terms of the State Escrow Agreement and this Agreement; (iv) to the Stockholders’ Representative, by wire transfer of Delaware an amendment immediately available funds to a bank account(s) designated in writing by the Stockholders’ Representative prior to the Closing (such account, the “Stockholders’ Representative Expense Account”), the Stockholders’ Representative Expense Amount to be used as a fund to pay costs, fees and expenses incurred by the Stockholders’ Representative in its certificate capacity as such on or after the Closing Date and which shall be paid or distributed at the direction of incorporation, changing the name of Incomnet, and shall promptly upon receipt, provide evidence of such filing to Ciera; andStockholders’ Representative in accordance with Section 3.4(h); iii. Incomnet shall concurrently herewith cause (v) (A) the liens held by Gold & Appel and Seller Stockholder (xxx any other liens held by any other Person) Indebtedness Payoff Amount, on behalf of the Company to be releasedthe lenders thereof in accordance with the Payoff Letters for the Specified Funded Indebtedness, and (B) if necessary, the filing of all necessary UCC termination statements to evidence the termination of such liens. i. Ciera shall concurrently herewith assume from Incomnet all portion of the Assumed Liabilities pursuant to the form of Assignment and Assumption Agreement; ii. Ciera shall concurrently herewith pay to Incomnet $1,750,000.00 in immediately available funds (the "Cash Consideration"). At Incomnet's request, the Cash Consideration may be wired directly to Incomnet's senior secured creditor in satisfaction of a portion of Incomnet's senior secured debt; iii. Ciera shall concurrently herewith deliver to Incomnet a promissory note in the principal amount of $750,000 (the "Note"), which Note shall bear interest at the rate of eight percent (8%) per annum and shall be due and payable as follows: (1) monthly installments of interest only, due and payable on the same day of each of the first, second and third months after the Effective Date, (2) monthly installments of $50,000 each, due and payable on the same day of each of the fourth and fifth months after the Effective Date, to be applied first to interest and the remainderContingent Payment Amount, if any, as indicated in the Estimated Closing Statement, which is owing based on the Common Stock Merger Consideration paid at the Closing, and the Option Merger Consideration paid at the Closing, as indicated on the Estimated Closing Statement to principalthe bank account(s) designated in writing by the Company prior to the Closing on behalf of the Persons entitled to receive such portion of the Contingent Payment; and (vi) the applicable portion of the Estimated Transaction Expenses (other than the Xxxxxxxx Set Aside Amount), by wire transfer of immediately available funds, to each of the payees thereof (on behalf of the Company) in accordance with the Payoff Letters or Invoices delivered by the Company (and the wiring instructions set forth therein) no less than three (3) Business Days prior to the Closing; provided, however, that to the extent that any unpaid Estimated Transaction Expenses are compensatory, then Parent shall pay or cause to be paid such amounts to the Company or the appropriate Company Subsidiary, as specified by the Company in writing no later than two (2) Business Days prior to the Closing Date, for further distribution through the appropriate payroll system, subject to applicable payroll and withholding taxes, to the designated service provider recipients, and (3B) one final payment no amount in respect of the entire outstanding principal balance Xxxxxxxx Bonus Letter shall be paid at the Closing to Xxxxx X. Xxxxxxxx, and the Xxxxxxxx Set Aside Amount shall be paid and distributed in accordance with Section 3.5. (b) Parent, the Stockholders’ Representative and the Escrow Agent shall execute and deliver the Escrow Agreement. (c) The Stockholders’ Representative shall deliver to Parent each Option Cancellation and Release Agreement that has been duly executed by the Company and each Option Holder prior to the Closing. (d) The Company shall deliver to Parent the Payoff Letters in respect of the NoteIndebtedness Payoff Amount, together with all accrued but unpaid interest thereon, on duly executed by the date that is six months after the Effective Date. The Note shall be secured by a second lien on the Accounts Receivable, subordinated to the liens holders of Ciera's senior secured lender, RFC Capital Corporation; and iv. GlobalCom shall concurrently herewith issue and deliver to Incomnet 125,000 shares of common stock of GlobalCom, par value $.001 per share (the "GlobalCom Stock"). Ciera and GlobalCom acknowledge and agree that Incomnet shall have the right to transfer and assign all of its rights, titles and interests in and to the Cash Consideration, the Note and the GlobalCom Stock to Seller Stockholdersuch Specified Funded Indebtedness.