Common use of Closing and Closing Deliverables Clause in Contracts

Closing and Closing Deliverables. (a) The consummation of the transactions contemplated hereby (the “Closing”) shall occur at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxxx, XX 00000, at 10:00 A.M. (or may take place electronically as mutually agreed by VI and Purchaser) on the date hereof (the “Closing Date”). (b) At or prior to the Closing: (i) Purchaser shall pay to VI, in cash by wire transfer of immediately available funds to the account(s) specified by VI prior to the Closing Date, an amount equal to the Closing Date Cash Purchase Price; (ii) Purchaser shall deposit the Escrow Amount with the Escrow Agent; (iii) Purchaser and the Sellers shall execute and deliver to one another an assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assumption Agreement”) and a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”); (iv) Purchaser and VI shall execute and deliver to one another the Escrow Agreement; (v) the Sellers shall deliver to Purchaser (a) each of the Consents set forth on Schedule 1.5(b)(v)(a), each in a form reasonably acceptable to Purchaser and (b) evidence satisfactory to Purchaser of the release of any and all Encumbrances (including without limitation the Encumbrances set forth on Schedule 1.5(b)(v)(b)) and other security interests with respect to the Purchased Assets; (vi) each Seller shall deliver to Purchaser at the Closing a certificate of non-foreign status under Treasury Regulations section 1.1445-2(b); (vii) the Sellers shall deliver to Purchaser a certificate executed on behalf of Seller’s secretary or similar authorized officer (the “Secretary’s Certificate”) certifying on behalf of each Seller: resolutions of the board of managers or directors and equityholders approving this Agreement and the Transactions; (viii) the Sellers shall deliver a good standing certificate from the Secretary of State of the State of Delaware and the Secretary of Commonwealth of Massachusetts, as applicable; (ix) the Sellers shall deliver an executed assignment of trademarks in respect of the Trademarks and related applications and rights included in the Seller Transferred Intellectual Property, in the form attached hereto as Exhibit E (the “Trademarks Assignment”); (x) the Sellers shall deliver an executed assignment of patents in respect of the Patents and related applications and rights included in the Seller Transferred Intellectual Property, in the form attached hereto as Exhibit F (the “Patents Assignment”); (xi) the Sellers shall deliver an executed assignment of the Seller Transferred Intellectual Property in the form attached hereto as Exhibit G (the “IP Assignment”); and (xii) Purchaser and VI shall execute and deliver to one another an assignment, assumption, notice and estoppel agreement in the form attached hereto as Exhibit H (the “Yale Assumption Agreement”) with respect to the Exclusive License Agreement dated November 16, 2005, as amended, by and between the VI and Yale University.

Closing and Closing Deliverables. (a) The Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated hereby sale of the Securities from the Seller to the Purchaser pursuant to this Agreement (the “Closing”) shall occur at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxxx, XX 00000, at 10:00 A.M. (or may take place electronically as mutually agreed by VI and Purchaser) the exchange of signature pages on the date hereof February 28, 2022 (the “Closing Date”). The Closing shall be effective for economic and accounting purposes as of 12:01 a.m. on the Closing Date. (b) At or prior the Closing, the Seller shall deliver to the ClosingPurchaser the following: (i) Purchaser shall pay to VIthe certificates representing the Stock, duly endorsed for transfer or accompanied by appropriate stock transfer powers, in cash by wire either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of immediately available funds to the account(s) specified by VI prior to the Closing Date, an amount equal to the Closing Date Cash Purchase PriceSeller; (ii) Purchaser shall deposit a lease between the Escrow Amount with Partnership and GrayMax, LLC (the Escrow Agent; (iii“Landlord”) Purchaser for the lease of certain real property located at 800 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 and the Sellers shall execute and deliver to one another an assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assumption Agreement”) and a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”); (iv) Purchaser and VI shall execute and deliver to one another the Escrow Agreement; (v) the Sellers shall deliver to Purchaser (a) each of the Consents set forth on Schedule 1.5(b)(v)(a), each in a form reasonably acceptable to Purchaser and (b) evidence satisfactory to Purchaser of the release of any and all Encumbrances (including without limitation the Encumbrances set forth on Schedule 1.5(b)(v)(b)) and other security interests with respect to the Purchased Assets; (vi) each Seller shall deliver to Purchaser at the Closing a certificate of non-foreign status under Treasury Regulations section 1.1445-2(b); (vii) the Sellers shall deliver to Purchaser a certificate executed on behalf of Seller’s secretary or similar authorized officer (the “Secretary’s Certificate”) certifying on behalf of each Seller: resolutions of the board of managers or directors and equityholders approving this Agreement and the Transactions; (viii) the Sellers shall deliver a good standing certificate from the Secretary of State of the State of Delaware and the Secretary of Commonwealth of Massachusetts, as applicable; (ix) the Sellers shall deliver an executed assignment of trademarks in respect of the Trademarks and related applications and rights included in the Seller Transferred Intellectual Property, in the form attached hereto as Exhibit E (the “Trademarks AssignmentLease”), duly executed by the Landlord; (xiii) an Employment Agreement between the Sellers shall deliver an executed assignment of patents in respect of the Patents Partnership and related applications and rights included in the Seller Transferred Intellectual Property, Mxxxxxxx in the form attached hereto as Exhibit F (the “Patents AssignmentEmployment Agreement”), duly executed by Mxxxxxxx, The “Employment Agreement” shall include a provision to pay to Seller an amount equal to the tax liability generated by the transaction; (xiiv) payoff letters in a form satisfactory to the Purchaser from each holder of indebtedness and expenses set forth in Exhibit A, and confirmation from such holders that all any and all guarantees or other obligations in respect of the indebtedness of the Partnership or related to the business of the Partnership or SST shall be released upon repayment of such amounts in accordance with Section 1(a)(i); and (v) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Purchaser and as may be required to give effect to this Agreement. (c) At the Closing, the Purchaser shall deliver to the Seller the following: (i) evidence of payoff of the Debt Assumption; (ii) evidence of issuance by the Purchaser of the Stock Consideration to the Seller, together with the stock certificate representing such issuance; (iii) the Sellers shall Lease duly executed by the Partnership; (iv) the Employment Agreement duly executed by the Partnership; (v) evidence of issuance and deliver an executed assignment of to the Seller Transferred Intellectual Property employees listed on Exhibit B a detachable warrant in the form attached hereto as Exhibit G B, pursuant to which the holders shall have the right to purchase such number of shares of common stock of the Purchaser at a purchase price of one-tenth of a cent ($0.001) (the “IP AssignmentWarrant Grants”), which the parties acknowledge and agree to have no value (i.e. $0) as of the Closing based on a valuation of the Warrant Grants that the Purchaser had completed before Closing by an independent valuation firm; and (xiivi) Purchaser and VI shall execute and deliver to one another an assignmentsuch other customary instruments of transfer, assumption, notice filings or documents, in form and estoppel agreement in the form attached hereto as Exhibit H (the “Yale Assumption Agreement”) with respect substance reasonably satisfactory to the Exclusive License Agreement dated November 16, 2005Seller, as amended, by and between the VI and Yale Universitymay be required to give effect to this Agreement.