Common use of Closing and Payment Clause in Contracts

Closing and Payment. 5.2.1 Except as otherwise provided herein, the closing of any purchase by the Corporation and/or a Stockholder pursuant to this Agreement shall take place on the "Closing Date" at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇. The Closing Date shall be the first business day following the thirtieth calendar day after the last Acceptance Notice is given. 5.2.2 At such closing, and except as otherwise provided herein: (i) The selling Stockholder (or his or its Legal Substitute) shall deliver to the purchasing party certificates representing the Shares to be purchased, duly endorsed, free and clear of all liens, claims or encumbrances, with evidence of payment of all transfer taxes and fees, if any. (ii) The purchasing party shall deliver: (A) A down-payment (by certified or bank cashier's check) in an amount equal to (x) in the case of a sale pursuant to the terms of subsection 3.1 hereof, the down-payment required by the terms of the Third Party Offer; or (y) in the case of a sale pursuant to Section 4 hereof, thirty (30%) percent of the purchase price determined in accordance with subsection 4.3 hereof. (B) A promissory note, in negotiable form, in the principal amount of the remainder of the price stated in the Offering Notice or the purchase price determined in accordance with subsection 4.3 hereof, as the case may be, bearing interest at the prime rate per annum in effect from time to time at a bank to be designated in New York, New York, but in no event higher than the highest applicable rate permitted by law. Such Note shall be payable in two equal six-month installments of principal together with all interest accrued thereon to the date of such payment, the first such payment to be due and payable six (6) months following the Closing Date. Such Note shall be collateralized by a pledge to the selling Stockholder or his or its Legal Substitute of the purchased Shares and of the Shares held by the purchasing Stockholder, or if the Corporation is the purchaser by a lien on all of the assets of the Corporation. (C) The Corporation and all Stockholders and their Legal Substitutes shall do all things necessary and appropriate to consummate such closing.

Closing and Payment. 5.2.1 Except (i) The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Salomon Brothers may request upon at least forty-eight hours' prior notice to the Company and the Selling Shareholder shall be delivered by or on behalf of the Company and the Selling Shareholder to Salomon Brothers, through the facilities of the Depository Trust Company ("DTC") (unless the Representatives shall otherwise provided hereininstruct) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer or certified or official bank check or checks, payable to the order of the Company and the Selling Shareholder, as their interests may appear, in immediately available (same day) funds. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the offices of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 10:00 a.m. on _______ _, 1997 or such other time and date as Salomon Brothers, the closing Company and the Selling Shareholder may agree upon in writing, and, with respect to the Optional Shares, 10:00 a.m. on the date specified by Salomon Brothers in the written notice given by Salomon Brothers of the Underwriters' election to purchase such Optional Shares, or such other time and date as Salomon Brothers and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Closing Time", such time and date for delivery of the Optional Shares, if not the First Closing Time, is herein called the "Second Closing Time", and each such time and date for delivery is herein called a "Closing Time". (ii) The documents to be delivered at each Closing Time by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Shares and any purchase additional documents requested by the Corporation and/or a Stockholder Underwriters pursuant to this Agreement shall take place on the "Closing Date" Section 5(m) hereof, will be delivered at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇, P.C.▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇. The ▇ (the "Closing Date shall be the first business day following the thirtieth calendar day after the last Acceptance Notice is given. 5.2.2 At such closingLocation"), and except as otherwise provided herein: (i) The selling Stockholder (or his or its Legal Substitute) shall deliver to the purchasing party certificates representing the Shares will be delivered at the Designated Office, all at such Closing Time. A meeting will be held at the Closing Location at 2:00 p.m. on the New York Business Day next preceding such Closing Time, at which meeting the final drafts of the documents to be purchased, duly endorsed, free and clear of all liens, claims or encumbrances, with evidence of payment of all transfer taxes and fees, if any. (ii) The purchasing party shall deliver: (A) A down-payment (by certified or bank cashier's check) in an amount equal to (x) in the case of a sale delivered pursuant to the terms of subsection 3.1 hereof, the down-payment required preceding sentence will be available for review by the terms parties hereto. For the purposes of the Third Party Offer; or (ythis Section 2 and Section 3(a)(iii) in the case of below, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a sale pursuant to Section 4 hereof, thirty (30%) percent of the purchase price determined in accordance with subsection 4.3 hereof. (B) A promissory note, in negotiable form, in the principal amount of the remainder of the price stated in the Offering Notice or the purchase price determined in accordance with subsection 4.3 hereof, as the case may be, bearing interest at the prime rate per annum in effect from time to time at a bank to be designated day on which banking institutions in New York, New York, but in no event higher than the highest applicable rate permitted York are generally authorized or obligated by law. Such Note shall be payable in two equal six-month installments of principal together with all interest accrued thereon law or executive order to the date of such payment, the first such payment to be due and payable six (6) months following the Closing Date. Such Note shall be collateralized by a pledge to the selling Stockholder or his or its Legal Substitute of the purchased Shares and of the Shares held by the purchasing Stockholder, or if the Corporation is the purchaser by a lien on all of the assets of the Corporationclose. (C) The Corporation and all Stockholders and their Legal Substitutes shall do all things necessary and appropriate to consummate such closing.

Closing and Payment. 5.2.1 Except as otherwise provided herein, the A closing of any the purchase by the Corporation and/or a Stockholder of Option Shares to be purchased pursuant to this Agreement Section 3(b), 3(c) or 3(d) immediately above as a result of an Option Event shall take place on the "Closing Date" at the offices principal office of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇. The Closing Date shall be the first business day following the thirtieth calendar day Company within one hundred twenty (120) days after the last Acceptance Notice is given. 5.2.2 occurrence of such Option Event. Notwithstanding any other provision of this Agreement, however, if the Option Event Value of such Option Shares has been determined pursuant to Section 3(g) below, (i) any Person who has elected to purchase any of such Option Shares shall have the right to thereafter reduce (including to zero) the number of Option Shares he, she or it has elected to purchase by a written notice thereof to the Optionor (and the other Persons who have elected to purchase any of such Option Shares shall have oversubscription rights with respect to such reduction), and (ii) such closing shall take place within the thirty day period after such determination. At such closing, and except as otherwise provided herein: (i) The selling Stockholder (or his or its Legal Substitute) each Person purchasing Option Shares shall deliver to the purchasing party Optionor against delivery of certificates duly endorsed and stock powers representing the Option Shares being acquired by such Person the Option Event Value per share payable in respect of such Option Shares. All of the foregoing deliveries shall be deemed to be purchasedmade simultaneously and none shall be deemed completed until all have been completed. The price to be paid for any Option Shares purchased pursuant to this Section 3 may be paid, duly endorsed, free and clear at the option of all liens, claims or encumbrancesthe purchaser, with evidence a promissory note of payment of all transfer taxes and feesthe purchaser that (i) is fully recourse to the purchaser, if any. (ii) The purchasing party shall deliver: is secured by the purchased Option Shares, (Aiii) A down-payment has a term not longer than three (by certified 3) years, (iv) provides for level, annual payments of principal over its term, (v) may be prepaid in full or bank cashier's checkpart at any time without penalty and (vi) in an amount provides for monthly payments of interest on its outstanding principal balance at a rate, adjusted annually on each anniversary of the date of its issuance, at least equal to (x) in the case of a sale pursuant to the terms of subsection 3.1 hereof, the down-payment required by the terms of the Third Party Offer; or (y) in the case of a sale pursuant to Section 4 hereof, thirty (30%) percent of the purchase price determined in accordance with subsection 4.3 hereof. (B) A promissory note, in negotiable form, in the principal amount of the remainder of the price stated in the Offering Notice or the purchase price determined in accordance with subsection 4.3 hereof, as the case may be, bearing interest at the prime rate per annum in effect of interest as published from time to time at a bank to be designated in New York, New York, but in no event higher than the highest applicable rate permitted by law. Such Note shall be payable in two equal six-month installments of principal together with all interest accrued thereon to the date of such payment, the first such payment to be due and payable six (6) months following the Closing Date. Such Note shall be collateralized by a pledge to the selling Stockholder or his or its Legal Substitute of the purchased Shares and of the Shares held by the purchasing Stockholder, or if the Corporation is the purchaser by a lien on all of the assets of the CorporationWall Street Journal plus 1%. (C) The Corporation and all Stockholders and their Legal Substitutes shall do all things necessary and appropriate to consummate such closing.

Closing and Payment. 5.2.1 Except (i) The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Salomon Brothers may request upon at least forty-eight hours' prior notice to the Company and the Selling Stockholders shall be delivered by or on behalf of the Company and the Selling Stockholders to Salomon Brothers, through the facilities of The Depository Trust Company ("DTC") (unless the Representatives shall otherwise provided hereininstruct) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer or certified or official bank check or checks, payable to the order of the Company and the Custodian, as their interests may appear, in immediately available (same day) funds. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the offices of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 10:00 a.m. on ________, 1999 or such other time and date as Salomon Brothers, the closing Company and the Selling Stockholders may agree upon in writing, and, with respect to the Optional Shares, 10:00 a.m. on the date specified by Salomon Brothers in the written notice given by Salomon Brothers of the Underwriters' election to purchase such Optional Shares, or such other time and date as Salomon Brothers and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Closing Time", such time and date for delivery of the Optional Shares, if not the First Closing Time, is herein called the "Second Closing Time", and each such time and date for delivery is herein called a "Closing Time". (ii) The documents to be delivered at each Closing Time by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Shares and any purchase additional documents requested by the Corporation and/or a Stockholder Underwriters pursuant to this Agreement shall take place on the "Closing Date" Section 5(m) hereof, will be delivered at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇, P.C.▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇. The ▇ (the "Closing Date shall be the first business day following the thirtieth calendar day after the last Acceptance Notice is given. 5.2.2 At such closingLocation"), and except as otherwise provided herein: (i) The selling Stockholder (or his or its Legal Substitute) shall deliver to the purchasing party certificates representing the Shares will be delivered at the Designated Office, all at such Closing Time. A meeting will be held at the Closing Location at 2:00 p.m. on the New York Business Day next preceding such Closing Time, at which meeting the final drafts of the documents to be purchased, duly endorsed, free and clear of all liens, claims or encumbrances, with evidence of payment of all transfer taxes and fees, if any. (ii) The purchasing party shall deliver: (A) A down-payment (by certified or bank cashier's check) in an amount equal to (x) in the case of a sale delivered pursuant to the terms of subsection 3.1 hereof, the down-payment required preceding sentence will be available for review by the terms parties hereto. For the purposes of the Third Party Offer; or (ythis Section 2 and Section 3(a)(iii) in the case of below, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a sale pursuant to Section 4 hereof, thirty (30%) percent of the purchase price determined in accordance with subsection 4.3 hereof. (B) A promissory note, in negotiable form, in the principal amount of the remainder of the price stated in the Offering Notice or the purchase price determined in accordance with subsection 4.3 hereof, as the case may be, bearing interest at the prime rate per annum in effect from time to time at a bank to be designated day on which banking institutions in New York, New York, but in no event higher than the highest applicable rate permitted York are generally authorized or obligated by law. Such Note shall be payable in two equal six-month installments of principal together with all interest accrued thereon law or executive order to the date of such payment, the first such payment to be due and payable six (6) months following the Closing Date. Such Note shall be collateralized by a pledge to the selling Stockholder or his or its Legal Substitute of the purchased Shares and of the Shares held by the purchasing Stockholder, or if the Corporation is the purchaser by a lien on all of the assets of the Corporationclose. (C) The Corporation and all Stockholders and their Legal Substitutes shall do all things necessary and appropriate to consummate such closing.

Closing and Payment. 5.2.1 8.2.1 Except as otherwise provided herein, the closing of any purchase by the Corporation and/or a Stockholder pursuant to this Agreement shall take place on the "Closing Date" at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇. The Closing Date shall be the first business day following the thirtieth calendar day after the last Acceptance Notice is given. 5.2.2 8.2.2 At such closing, and except as otherwise provided herein: (i) The selling Stockholder (or his or its Legal Substitute) shall deliver to the purchasing party certificates representing the Shares to be purchased, duly endorsed, free and clear of all liens, claims or encumbrances, with evidence of payment of all transfer taxes and fees, if any. (ii) The purchasing party shall deliver: (A) A down-payment (by certified or bank cashier's check) in an amount equal to (x) in the case of a sale pursuant to the terms of subsection 3.1 6 hereof, the down-payment required by the terms of the Third Party Offer; or (y) in the case of a sale pursuant to Section 4 7 hereof, thirty three and one third (3033 1/3%) percent of the purchase price determined in accordance with subsection 4.3 7.3 hereof. (B) A promissory note, in negotiable form, in the principal amount of the remainder of the price stated in the Offering Notice or the purchase price determined in accordance with subsection 4.3 1.3 hereof, as the case may be, bearing interest at the prime rate per annum in effect from time to time at a bank to be designated in New York, New York, but in no event higher than the highest applicable rate permitted by law. Such Note shall be payable in two equal six-month installments of principal together with all interest accrued thereon to the date of such payment, the first such payment to be due and payable six (6) months following the Closing Date. Such Note The Shares shall be collateralized by a pledge to the selling Stockholder or his or its Legal Substitute held in escrow until payment of the purchased Shares and of the Shares held by the purchasing Stockholder, or if the Corporation is the purchaser by a lien on all of the assets of the CorporationNote. (C) The Corporation and all Stockholders and their Legal Substitutes shall do all things necessary and appropriate to consummate such closing.

Closing and Payment. 5.2.1 Except as otherwise provided herein, the The closing of the purchase of any purchase by the Corporation and/or a Stockholder pursuant Offered Units which is subject to this Agreement Section 30 shall take place on (at a time and place reasonably specified by the "Closing Date" at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇. The Closing Date shall be the first business day following the thirtieth calendar day Company) within 30 days after the last Acceptance Notice is given. 5.2.2 At such closing, and except as otherwise provided herein: later of (i) The selling Stockholder the exercise by the Company (or his or its Legal Substitutedesignee) of its purchase rights under Section 30(c) or, (ii) if applicable, the date when Fair Value finally is determined under Section 30(b). At the closing, the Transferor shall deliver assign and transfer the Offered Units to the purchasing party certificates representing the Shares to be purchased, duly endorsed, purchaser thereof free and clear of all liensencumbrances and other claims. Any purchase price based upon the terms and conditions offered by a Third Party in the Offer shall be payable in accordance with such terms and conditions. Any purchase price payable based upon Fair Value, claims as described in Section 30(b), shall be payable in cash at closing or, at the election of the Company or encumbrancesits designee, with evidence 30% in cash at closing and the balance by execution and delivery of the purchaser’s negotiable promissory note dated as of the closing date, providing for payment of all transfer taxes and fees, if any. (ii) The purchasing party shall deliver: (A) A down-payment (by certified or bank cashier's check) in an amount equal to (x) in the case of a sale pursuant to the terms of subsection 3.1 hereof, the down-payment required by the terms of the Third Party Offer; or (y) in the case of a sale pursuant to Section 4 hereof, thirty (30%) percent balance of the purchase price determined in accordance with subsection 4.3 hereof. (B) A promissory notefive consecutive equal annual installments of principal, in negotiable form, in the principal amount one installment being payable on each of the remainder first five anniversaries of the price stated closing date, until paid in full. Such note shall provide for the Offering Notice or payment of interest with each annual payment of principal, computed to the purchase price determined in accordance with subsection 4.3 hereofdate of payment upon the declining unpaid principal balance, as the case may be, bearing interest at a floating rate equal to the prime rate per annum of interest as published in effect The Wall Street Journal from time to time at a bank (the “Prime Rate”). Such note shall permit all or part of the principal to be designated prepaid at any time without penalty, shall provide for acceleration of all future payments in New York, New York, the event of default in making any payment when due (but in no event higher only if such default continues for more than five days after the highest applicable rate permitted by law. Such Note maker’s receipt of written notice of default from the holder of such note) and shall provide that all payments on the note shall be payable in two equal six-month installments of principal together with all credited, first, to interest accrued thereon to the date of such paymentpayment and, then, to installments of principal in the first such payment to be due and payable six (6) months following order of maturity. In the Closing Date. Such Note case of any purchase by a designee of the Company, said note shall be collateralized by a pledge to the selling Stockholder or his or its Legal Substitute of the purchased Shares and of the Shares held unconditionally guaranteed by the purchasing Stockholder, or if the Corporation is the purchaser by a lien on all of the assets of the CorporationCompany. (C) The Corporation and all Stockholders and their Legal Substitutes shall do all things necessary and appropriate to consummate such closing.

Closing and Payment. 5.2.1 Except as otherwise provided herein, the The closing of any purchase the Buy Option or Sell Option (the “Closing”) shall be held at the principal office of the Purchasing Member (or at such other location as shall be reasonably designated by the Corporation and/or Purchasing Member) on a Stockholder pursuant to this Agreement shall take place on business day (the "“Closing Date" at ”) selected by the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇Purchasing Member, P.C., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇. The which Closing Date shall not be the first business day following the thirtieth calendar day more than ninety (90) days after the last Acceptance Notice applicable option is given. 5.2.2 At such closingproperly exercised or deemed exercised. The terms of the purchase and sale shall be unconditional, and except as otherwise provided herein: (i) The selling Stockholder that the Selling Member shall be obligated to transfer to the Purchasing Member (or his or its Legal SubstitutePurchasing Member’s nominee(s) shall deliver good and marketable title to the purchasing party certificates representing the Shares entire Selling Member Interest, subject to be purchased, duly endorsed, no legal or equitable claims and free and clear of all liens, claims or encumbrances, with security interests and competing claims. The Selling Member shall deliver at the Closing such instruments of transfer and such evidence of payment due authorization, execution and delivery, and of all transfer taxes the absence of any such liens, security interests, or competing claims, as the Purchasing Member (or such Purchasing Member’s nominees(s)) may reasonably request, including without limitation representations and feeswarranties regarding the foregoing. At the Closing, the following events shall occur: (a) The Operator shall repay to the Investor, in cash or immediately available funds, the outstanding indebtedness, if any., then remaining on any Claw Back Loan deemed made to the Operator; (iib) The purchasing party shall deliver: (APurchasing Member or its nominee(s) A down-payment (by certified or bank cashier's check) in shall, subject to the Holdback Amount, deliver an amount equal to (x) in the case of a sale pursuant to the terms of subsection 3.1 hereof, the down-payment required by the terms excess of the Third Party Offer; or (y) in Payment Amount over the case of a sale pursuant to Section 4 hereof, thirty (30%) percent of the purchase price determined in accordance with subsection 4.3 hereof. (B) A promissory note, in negotiable form, in the principal amount of the remainder of the price stated in the Offering Notice or the purchase price determined in accordance with subsection 4.3 hereof, as the case may be, bearing interest at the prime rate per annum in effect from time to time at a bank to be designated in New York, New York, but in no event higher than the highest applicable rate permitted by law. Such Note shall be payable in two equal six-month installments of principal together with all interest accrued thereon to the date of such payment, the first such payment to be due and payable six (6) months following the Closing Date. Such Note shall be collateralized by a pledge to the selling Stockholder or his or its Legal Substitute of the purchased Shares and of the Shares deposit then being held by the purchasing StockholderEscrow Company (the “Deposit”), and cause the Escrow Holder to deliver the Deposit, by cashier’s check or in immediately available funds, to the Selling Member; (c) The Selling Member shall deliver to the Purchasing Member or its designee the instruments of transfer and other documentation described above; (d) The Selling Member and the Purchasing Member shall cooperate with each other to structure the transfer in a tax and cost efficient manner, but only on the condition that neither Member shall be obligated to incur any additional cost, expense or liability as a result of such cooperation, the requesting Member shall reimburse the other Member for such other Member’s reasonable costs and expenses, including without limitation, legal fees incurred in reviewing and, if necessary, revising any documentation requested by the requesting Member, and such cooperating shall not delay the Closing; and (e) Effective as of the Closing, (i) the Selling Member shall withdraw as a Member of the Company, and (ii) if the Corporation Selling Member is Operator, then Operator shall be automatically removed as the purchaser by a lien on all Manager of the assets Company if it has not been previously so removed. In connection with any such withdrawal of the CorporationSelling Member, the Purchasing Member may cause any nominee designated in the sole and absolute discretion of the Purchasing Member to be admitted as a substitute member of the Company. (C) The Corporation and all Stockholders and their Legal Substitutes shall do all things necessary and appropriate to consummate such closing.

Closing and Payment. 5.2.1 Except as otherwise provided hereinIf any option regarding the purchase of Units under any of the provisions in this Section 30 is exercised, then the purchase and sale of such Units shall be closed within the later of 60 days after the option is exercised or 30 days after the purchase price for the Units has been established, at the time and place reasonably specified by the Company. At the closing, the closing seller or sellers of any such Units (the “Seller”) shall assign and transfer his Units to the purchaser of such Units (the “Purchaser”) free and clear of all restrictions, encumbrances, or claims, except for this Agreement, and the Purchaser shall pay to the Seller the purchase by the Corporation and/or a Stockholder pursuant to this Agreement shall take place on the "Closing Date" price for such Units by, at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇Purchaser’s option, P.C., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇. The Closing Date shall be the first business day following the thirtieth calendar day after the last Acceptance Notice is given. 5.2.2 At such closing, and except as otherwise provided hereineither: (i) The selling Stockholder (or his or its Legal Substitute) shall deliver Delivering to the purchasing party certificates representing Seller the Shares full purchase price by bank cashier’s check, bank wire, or other means satisfactory to be purchased, duly endorsed, free and clear of all liens, claims or encumbrances, with evidence of payment of all transfer taxes and fees, if any.the Seller; or (ii) The purchasing party shall deliver: Delivering to the Seller (A) A down-payment (by certified or bank cashier's check) in an amount equal to (x) in the case of a sale pursuant to the terms of subsection 3.1 hereof, the down-payment required by the terms of the Third Party Offer; or (y) in the case of a sale pursuant to Section 4 hereof, thirty (30%) percent 20% of the purchase price determined in accordance with subsection 4.3 hereof. for such Units by bank cashier’s check, bank wire, or other means satisfactory to Seller, and (B) A a promissory note, in negotiable form, in note for the principal amount balance of the remainder of the price stated in the Offering Notice or the purchase price determined in accordance with subsection 4.3 hereofprice, as the case may be, bearing interest at the prime rate per annum in effect from time to time at a bank to be designated in New York, New York, but in no event higher than the highest applicable rate permitted by law. Such Note which promissory note shall be payable in two five annual installments, with each such installment consisting of 20% of the original principal amount of that promissory note, plus all accrued interest on the declining unpaid principal balance calculated at a rate equal sixto the mid-term Applicable Federal Rate, with annual compounding, as announced by the Internal Revenue Service (the “Note Rate”), for the calendar month installments which includes the date of the promissory note. Each such promissory note shall permit all or any part of the principal together with balance to be prepaid, without penalty, at any time, and shall provide that all payments on the promissory note shall be credited first to interest accrued thereon to the date of such payment, the first such payment to be due and payable six (6) months following the Closing Date. Such Note shall be collateralized by a pledge then to the selling Stockholder or his or its Legal Substitute installments of principal in the purchased Shares and order of the Shares held by the purchasing Stockholder, or if the Corporation is the purchaser by a lien on all of the assets of the Corporationmaturity. (C) The Corporation and all Stockholders and their Legal Substitutes shall do all things necessary and appropriate to consummate such closing.