Common use of Closing and Post Closing Clause in Contracts

Closing and Post Closing. 2.1 The consummation of the sale to and purchase by the WPG Shareholders of IBNL's Common Stock contemplated hereby (the "Closing") shall be effective upon final execution and delivery by all of the parties of this Agreement and each of the agreements and certificates specified in this Section 2.1 (the "Closing Date"). If the Closing fails to occur by June 30, 1998, or by such later date to which the Closing may be extended as provided hereinabove, this Agreement shall automatically terminate, all parties shall pay their own expenses incurred in connection herewith, and no party hereto shall have any further obligations hereunder; provided, however, that no such termination shall constitute a waiver by any party or parties which is not in default of any of its or their respective representations, warranties or covenants herein, of any rights or remedies it or they might have at law if any other party or parties is in default of any of its or their respective representations, warranties or covenants under this Agreement. At the Closing, as conditions thereto, (a) IBNL shall deliver, or cause to be delivered, to the WPG Shareholders: (i) Certificates for the 500,000 shares of IBNL's Common Stock issued in the name of DX3, Inc., in form and substance reasonably satisfactory to the WPG Shareholders (these certificates will be delivered after the Closing); (ii) Employment Agreements between IBNL and Messrs. XxXxxxxxxxx, Xxxxxxx and Xxxxxxx specified in Section 6.3(b) below; and (iii) Option Agreement between IBNL and DX3, Inc. specified in Section 6.3(c) below. (iv) UBC filing or other security filing in favor of DX3 to protect the terms in Clause 2.3 contained herein. (b) The WPG Shareholders shall deliver, or cause to be delivered, to IBNL: (i) A stock certificate or certificates evidencing the ownership of each WPG Shareholder of all shares of WPG Stock owned by them, duly endorsed for transfer to IBNL (these certificates will be delivered after the Closing); (ii) The Employment Agreements referred to in Section 6.3(b) below; and (iii) Resignations of WPG's officers and directors specified in Section 6.4(c) below. 2.2 Following the Closing, WPG will become a wholly owned subsidiary of IBNL. Subject to the terms and conditions of the Employment Agreements referred to in Section 6.3(b) below, XxXxxxxxxxx will be the chief executive of WPG. Xxxxxxx and Xxxxxxx will report to XxXxxxxxxxx. 2.3 In the event that IBNL ceases to operate, for any reason, including without limitation the filing of a voluntary bankruptcy petition, making an assignment for the benefit of creditors or ceasing all business operations, or if IBNL is sold without WPG or the BP product as defined herein, and/or ceases to actively sell, market, promote and/or utilize the BP product as defined herein, the intellectual property rights to Base Publisher that are owned by IBNL at that time, including improvements made to Base Publisher prior to such cessation or sale, and other products developed by WPG prior to the date of this Agreement, except for any such rights related to products of IBNL or its subsidiary, Virtual SOURCE, Inc., a Nevada corporation, shall be transferred to DX3, Inc.

Closing and Post Closing. 2.1 The consummation of the sale to and purchase by the WPG Shareholders Purchasers of IBNLthe Company's Common Stock contemplated hereby (the "Closing") shall be effective upon final execution and delivery by all of the parties of this Agreement and each of the agreements and certificates specified in this Section 2.1 Article 2 (the "Closing Date"). If the Closing fails to occur by June 30July 31, 1998, or by such later date to which the Closing may be extended as provided hereinabove, this Agreement shall automatically terminate, all parties shall pay their own expenses incurred in connection herewith, and no party hereto shall have any further obligations hereunder; provided, however, that no such termination shall constitute a waiver by any party or parties which is not in default of any of its or their respective representations, warranties or covenants herein, of any rights or remedies it or they might have at law if any other party or parties is in default of any of its or their respective representations, warranties or covenants under this Agreement. At the Closing, as conditions thereto, (a) IBNL The Company shall deliver, or cause to be delivered, to the WPG ShareholdersPurchasers: (i) Certificates for the 500,000 shares of IBNLthe Company's Common Stock issued in the name of DX3, Inc.being purchased for their respective accounts, in form and substance reasonably satisfactory to the WPG Shareholders Purchasers and their counsel (these certificates will be delivered after the ClosingMerger becomes effective); (ii) Employment Agreements between IBNL The releases and Messrs. XxXxxxxxxxx, Xxxxxxx and Xxxxxxx other agreements specified in Section 6.3(b6.3(c) below, if any; (iii) Resignations of the Company's officers and directors specified in Section 6.3(d) below; and (iiiiv) Option Agreement between IBNL and DX3, Inc. The Registration Rights Agreements specified in Section 6.3(c6.3(e) below. (ivv) UBC filing or other security filing in favor Accurate and complete minutes containing all of DX3 to protect the terms in Clause 2.3 contained hereinresolutions and minutes of the Company's Board and shareholders meetings. (b) The WPG Shareholders Purchasers shall deliver, or cause deliver to be delivered, to IBNL:the Company: 2 (i) A stock certificate or certificates evidencing the ownership of each WPG Shareholder Purchaser of all shares of WPG CMP Stock owned by them, duly endorsed for transfer to IBNL (these certificates will be delivered after the Closing)Company; (ii) The Employment Agreements referred to certificate of the Purchasers and CMP specified in Section 6.3(b6.4(a) below; (iii) The certified resolutions of CMP specified in Section 6.4(b) below; (iv) The releases specified in Section 6.4(c) below; and (iiiv) Resignations of WPG's officers and directors specified in Section 6.4(c) below. 2.2 Following the Closing, WPG will become a wholly owned subsidiary of IBNL. Subject to the terms and conditions of the Employment The Registration Rights Agreements referred to in Section 6.3(b6.3(e) below, XxXxxxxxxxx will be the chief executive of WPG. Xxxxxxx and Xxxxxxx will report to XxXxxxxxxxx. 2.3 In (c) Following the event that IBNL ceases Closing, the Company will effect the Merger and the issuance of the shares of the Company's Common Stock to operate, for any reason, including without limitation the filing Purchasers. The Company's present management and legal counsel will assist in reporting these events to the U.S. Securities and Exchange Commission on Form 8-K upon receipt of a voluntary bankruptcy petitionwritten request from the Purchasers. (d) The Purchasers acknowledge that $125,000 is due to Mark DiSalvo from the Company and the Purchasers agree that Mr. DiSxxxx xxxx xx paid out of any funds received by the Company ox XXX, making an assignment for the benefit of creditors xx xoth, from private placements, equity or ceasing all business operationsdebt financings, or if IBNL is sold without WPG any other source of equity funding. (e) Other than as otherwise allowed or the BP product as defined herein, and/or ceases to actively sell, market, promote and/or utilize the BP product as defined herein, the intellectual property rights to Base Publisher that are owned contemplated by IBNL at that time, including improvements made to Base Publisher prior to such cessation or sale, and other products developed by WPG prior to the date of this Agreement, except for a period of eighteen months from the Closing Date, no reverse stock split or other form of reorganization (other than the already approved Reverse Stock Split which is to be effected by the Company), which would have the effect of causing any such rights related portion of currently outstanding shares of the Company to products of IBNL be reduced to a smaller number or its subsidiary, Virtual SOURCE, Inc., a Nevada corporationto be otherwise diluted, shall be transferred to DX3authorized or completed, Inc.either as part of any merger transaction or for any other reason; provided that nothing in this Agreement prohibits or limits the Company in any manner from conducting private placements, public underwritings, mergers and acquisitions for reasonable value.

Closing and Post Closing. 2.1 The consummation 4.1. Closing shall take place at the offices of Hall Xxxxxxx Xxxx Xxxxxxxxx & Wood, LLP at 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, XXX. All actions taken at the sale to and purchase by the WPG Shareholders of IBNL's Common Stock contemplated hereby (the "Closing") Closing shall be effective upon final execution and delivery by all deemed to have been taken simultaneously at the time the last of any such actions is taken or completed. The Closing shall occur at 3:00 P.M. local time on the parties of this Agreement and each of the agreements and certificates specified in this Section 2.1 (the "Closing Date"). If the Closing fails to occur by June 30, 1998, or by such later date to which the Closing may be extended as provided hereinabove, this Agreement shall automatically terminate, all parties shall pay their own expenses incurred in connection herewith, and no party hereto shall have any further obligations hereunder; provided, however, that no such termination shall constitute a waiver by any party or parties which is not in default of any of its or their respective representations, warranties or covenants herein, of any rights or remedies it or they might have at law if any other party or parties is in default of any of its or their respective representations, warranties or covenants under this Agreement. 4.2. At Closing the Closing, as conditions thereto,Seller shall (a) IBNL confirm in writing in the form included in Exhibit B hereto that all Closing Conditions and any other conditions precedent to the assignment of the Shares, are fulfilled, pursuant to the provisions of the Share Assignment Agreement annexed hereto as EXHIBIT B, and that the assignment of all of the Seller's respective rights, title and interests in the Shares therewith has become legally effective; (b) deliver to the Purchaser the written resignations of such of the officers, members of the Boards and/or managing directors of Aavid Germany and of each of the Companies, other than Xx. Xxxxx and Xx. Xxxxxx-Xxxxxx, as the Purchaser shall deliverdesignate in writing not later than five days prior to the Closing, in each case acknowledging that such resigning officer or cause Board member has no claim against the Company whether for loss of office or otherwise; (c) deliver to the Purchaser duly executed minutes of a shareholders' resolution of Aavid Germany on the appointment of Xx. Xxxxxx Petters, born May 3, 1956 and Xx. Xxxx Xxxxx, born October 4, 1958 as managing directors of Aavid Germany each released from the limitations of Section 181 Alt 2 (Verbot der Mehrvertretung) of the German Civil Code; and (d) deliver to the Purchaser the written release by Canadian Imperial Bank of Commerce of the pledge on the Shares and the security interests as set out in Schedule 5.4.6. 4.3. At Closing the Purchaser shall (a) transfer the amount to be deliveredpaid pursuant to Section 3.2 by wire to account no 4112017009 at Citibank AG - Frankfurt, to the WPG Shareholders: Neue Xxxxxxx Xxxxxxx 00, 00000 Xxxxxxxxx Xxxxxxx (iSwift Address: CITIDEFF) Certificates for the 500,000 shares of IBNL's Common Stock issued in the name of DX3Keybank National Association, Inc.Cleveland, in form Ohio for the benefit of Aavid Thermalloy/Aavid Thermal Technologies as full consideration for the Shares and substance reasonably satisfactory for all obligations assumed or to be performed by the WPG Shareholders (these certificates will be delivered after the Closing); (ii) Employment Agreements between IBNL and Messrs. XxXxxxxxxxx, Xxxxxxx and Xxxxxxx specified in Section 6.3(b) belowSeller hereunder; and (iiib) Option confirm in writing in the form as included in Exhibit B hereto that all Closing Conditions, and any other conditions precedent to the assignment of the Shares, are fulfilled, pursuant to the provisions of the Share Assignment Agreement between IBNL annexed hereto as Exhibit B, and DX3, Inc. specified in Section 6.3(c) belowthat the Purchaser's acceptance of assignment of all of the Shares therewith has become legally effective. (iv) UBC filing or 4.4. At the Closing and from time to time thereafter, the Seller shall execute such additional instruments and take such other security filing reasonable actions as Purchaser may reasonably request in favor of DX3 order to protect the terms in Clause 2.3 contained herein. (b) The WPG Shareholders shall deliver, or cause to be delivered, to IBNL: (i) A stock certificate or certificates evidencing the ownership of each WPG Shareholder of all shares of WPG Stock owned by them, duly endorsed for transfer to IBNL (these certificates will be delivered after the Closing); (ii) The Employment Agreements referred to in Section 6.3(b) below; and (iii) Resignations of WPG's officers and directors specified in Section 6.4(c) below. 2.2 Following the Closing, WPG will become a wholly owned subsidiary of IBNL. Subject to the terms and conditions of the Employment Agreements referred to in Section 6.3(b) below, XxXxxxxxxxx will be the chief executive of WPG. Xxxxxxx and Xxxxxxx will report to XxXxxxxxxxx. 2.3 In the event that IBNL ceases to operate, for any reason, including without limitation the filing of a voluntary bankruptcy petition, making an assignment for the benefit of creditors or ceasing all business operations, or if IBNL is sold without WPG or the BP product as defined herein, and/or ceases to actively effectively sell, market, promote and/or utilize transfer and assign the BP product as defined herein, the intellectual property rights Shares to Base Publisher that are owned by IBNL at that time, including improvements made to Base Publisher prior to such cessation or sale, Purchaser and other products developed by WPG prior to the date of this Agreement, except for any such rights related to products of IBNL or its subsidiary, Virtual SOURCE, Inc., a Nevada corporation, shall be transferred to DX3, Inc.confirm Purchaser's title thereto.

Closing and Post Closing. 2.1 The consummation 4.1. Subject to the Purchaser being satisfied of the sale to and purchase fulfillment of, or having waived, the Conditions Precedent, the Parties shall consummate the transactions contemplated in Clause 4.2 (“Closing”) within 5 (five) Business Days from the date of receipt by the WPG Shareholders Purchaser of IBNL's Common Stock contemplated hereby the CP Completion Notice or such other date not exceeding the Long Stop Date as may be mutually agreed between the Sellers and the Purchaser (“Closing Date”). The obligations of each of the "Closing") Parties in Clause 4.2 are interdependent and Closing shall not be effective upon final execution and delivery by deemed to have occurred unless all of the parties of this Agreement obligations set out in Clause 4.2 are complied with and each of the agreements and certificates specified in this Section 2.1 (the "Closing Date")are fully effective. If Provided however the Closing fails to occur by June 30, 1998, or by such later date to which the Closing may be extended as provided hereinabove, under this Agreement shall automatically terminate, all parties shall pay their own expenses incurred in connection herewith, and no party hereto shall have any further obligations hereunder; provided, however, that no such termination shall constitute a waiver by any party or parties which is not in default of any of its or their respective representations, warranties or covenants herein, of any rights or remedies it or they might have at law if any other party or parties is in default of any of its or their respective representations, warranties or covenants be simultaneous with the closing under this the Other Share Purchase Agreement. 4.2. At On the Closing, as conditions thereto,Closing Date: (a) IBNL the Purchaser shall deliver, or cause issue wire transfer instructions to be delivered, its banker to remit the WPG Shareholders: Sale Consideration into the bank account of the Sellers (i) Certificates for the 500,000 shares details of IBNL's Common Stock issued which are provided in the name of DX3, Inc., in form and substance reasonably satisfactory to the WPG Shareholders (these certificates will be delivered after the ClosingSchedule III hereto); (iib) Employment Agreements between IBNL each of the Sellers shall issue a signed delivery instruction slip to its respective depository participant to transfer the respective Sale Shares to the Purchaser Dematerialization Account; (c) the duly stamped DOA shall be executed by the Purchaser, the Sellers and Messrs. XxXxxxxxxxx, Xxxxxxx and Xxxxxxx specified in Section 6.3(b) belowthe Company; and (iiid) Option Agreement between IBNL A meeting of the Board shall be convened to pass the following necessary resolutions: i. approve and DX3take on record the Transfer and sale of Sale Shares from the Sellers to the Purchaser; and ii. to enter the names of the Purchaser in the register of members of the Company (maintained in Form MGT-1 (as set out in the Companies (Management and Administration) Rules, Inc. specified 2014)) in Section 6.3(c) belowrespect of the Sale Shares. 4.3. The Company shall immediately, on completion of the steps contemplated under Clause 4.2, deliver to the Purchaser: (iva) UBC filing or other security filing in favor certified true copies of DX3 to protect the terms resolutions mentioned in Clause 2.3 contained herein.4.2 (c) above; and (b) The WPG Shareholders shall deliver, or cause to be delivered, to IBNL: (i) A stock certificate or certificates a certified true copy of the register of members of the Company evidencing the ownership transfer of each WPG Shareholder the Sale Shares to the Purchaser and evidencing the Purchaser as the holder of all shares of WPG Stock owned by them, duly endorsed for transfer to IBNL (these certificates will be delivered after the Closing); (ii) The Employment Agreements referred to in Section 6.3(b) below; and (iii) Resignations of WPG's officers and directors specified in Section 6.4(c) belowSale Shares. 2.2 Following 4.4. Each of the ClosingSellers shall, WPG will become within 3 (three) Business Days from the Closing Date, provide a wholly owned subsidiary copy of IBNL. Subject its respective demat account statement to the terms and conditions Purchaser, evidencing the transfer of the Employment Agreements referred Sale Shares to in Section 6.3(b) below, XxXxxxxxxxx will be the chief executive of WPG. Xxxxxxx and Xxxxxxx will report to XxXxxxxxxxxPurchaser. 2.3 In 4.5. Notwithstanding the references to the Sellers, it is clarified that (a) the rights and obligations of the Sellers hereunder are several and any waiver of Conditions Precedent granted by the Purchaser to one Seller shall not be regarded as a waiver towards another Seller; (b) if a Seller does not proceed with the Closing (with respect to itself), it shall not affect the right of the Purchaser to proceed with the Closing with respect to the other Sellers; (c) in the event that IBNL ceases one or more Sellers do not proceed with the Closing (with respect to operate, for any reason, including without limitation the filing of a voluntary bankruptcy petition, making an assignment for the benefit of creditors or ceasing all business operations, or if IBNL is sold without WPG or the BP product as defined herein, and/or ceases to actively sell, market, promote and/or utilize the BP product as defined hereinthemselves), the intellectual property rights to Base Publisher that are owned by IBNL at that time, including improvements made to Base Publisher prior to such cessation or sale, and other products developed by WPG prior to the date of this Agreement, except for any such rights related to products of IBNL or its subsidiary, Virtual SOURCE, Inc., a Nevada corporation, Purchaser shall be transferred under no obligation to DX3, Inc.proceed with the Closing with respect to any of other Sellers.

Closing and Post Closing. 2.1 The consummation 4.1. Subject to the Purchaser being satisfied of the sale to and purchase fulfillment of, or having waived, the Conditions Precedent, the Parties shall consummate the transactions contemplated in Clause 4.2 (“Closing”) within 5 (five) Business Days from the date of receipt by the WPG Shareholders Purchaser of IBNL's Common Stock contemplated hereby the CP Completion Notice or such other date not exceeding the Long Stop Date as may be mutually agreed between the Sellers and the Purchaser (“Closing Date”). The obligations of each of the "Closing") Parties in Clause 4.2 are interdependent and Closing shall not be effective upon final execution and delivery by deemed to have occurred unless all of the parties of this Agreement obligations set out in Clause 4.2 are complied with and each of the agreements and certificates specified in this Section 2.1 (the "Closing Date")are fully effective. If Provided however the Closing fails to occur by June 30, 1998, or by such later date to which the Closing may be extended as provided hereinabove, under this Agreement shall automatically terminate, all parties shall pay their own expenses incurred in connection herewith, and no party hereto shall have any further obligations hereunder; provided, however, that no such termination shall constitute a waiver by any party or parties which is not in default of any of its or their respective representations, warranties or covenants herein, of any rights or remedies it or they might have at law if any other party or parties is in default of any of its or their respective representations, warranties or covenants be simultaneous with the closing under this the Other Share Purchase Agreement. 4.2. At On the Closing, as conditions thereto,Closing Date: (a) IBNL the Purchaser shall deliver, or cause issue wire transfer instructions to be delivered, its banker to remit the WPG Shareholders: Sale Consideration into the bank account of the Sellers (i) Certificates for the 500,000 shares details of IBNL's Common Stock issued which are provided in the name of DX3, Inc., in form and substance reasonably satisfactory to the WPG Shareholders (these certificates will be delivered after the ClosingSchedule III hereto); (iib) Employment Agreements between IBNL each of the Sellers shall deliver (i) to the Company, the Share Certificate(s); and Messrs. XxXxxxxxxxx(b) to the Purchaser, Xxxxxxx the duly stamped and Xxxxxxx specified executed share transfer form (Form SH-4), in Section 6.3(beach case, in respect of the relevant portion of the Sale Shares; (c) belowthe Purchaser shall execute the share transfer forms received in accordance with Clause 4.2(b) above and shall deliver the same to the Company; (d) the duly stamped DOA shall be executed by the Purchaser, the Founders and the Company; and (iiie) Option Agreement between IBNL and DX3, Inc. specified in Section 6.3(c) below. (iv) UBC filing or other security filing in favor A meeting of DX3 the Board shall be convened to protect pass the terms in Clause 2.3 contained herein. (b) The WPG Shareholders shall deliver, or cause to be delivered, to IBNLfollowing necessary resolutions: (i) A stock certificate i. approve and take on record the Transfer and sale of Sale Shares from the Sellers to the Purchaser; ii. authorise one or certificates evidencing more directors of the ownership Company to duly endorse the Share Certificates in favour of each WPG Shareholder of all shares of WPG Stock owned by them, duly endorsed for transfer to IBNL (these certificates will be delivered after the Closing); (ii) The Employment Agreements referred to in Section 6.3(b) belowPurchaser; and (iii) Resignations of WPG's officers and directors specified in Section 6.4(c) below. 2.2 Following the Closing, WPG will become a wholly owned subsidiary of IBNL. Subject to the terms and conditions of the Employment Agreements referred to in Section 6.3(b) below, XxXxxxxxxxx will be the chief executive of WPG. Xxxxxxx and Xxxxxxx will report to XxXxxxxxxxx. 2.3 In the event that IBNL ceases to operate, for any reason, including without limitation the filing of a voluntary bankruptcy petition, making an assignment for the benefit of creditors or ceasing all business operations, or if IBNL is sold without WPG or the BP product as defined herein, and/or ceases to actively sell, market, promote and/or utilize the BP product as defined herein, the intellectual property rights to Base Publisher that are owned by IBNL at that time, including improvements made to Base Publisher prior to such cessation or sale, and other products developed by WPG prior to the date of this Agreement, except for any such rights related to products of IBNL or its subsidiary, Virtual SOURCE, Inc., a Nevada corporation, shall be transferred to DX3, Inc.