Common use of Closing Deliveries by Buyer Clause in Contracts

Closing Deliveries by Buyer. At the Closing, Buyer will deliver or cause to be delivered: (a) to Sellers, the Parent Shares in accordance with Section 2.5(a); (b) to Sellers, in accordance with Section 2.5(a) an amount in cash equal to the Cash Amount less (i) the Escrow Amount and (ii) the amounts payable pursuant to Section 2.8(d); (c) to the Escrow Agent, an amount equal to [INTENTIONALLY OMITTED] (the “Escrow Amount”); [INTENTIONALLY OMITTED] of which will be delivered by wire transfer of immediately-available funds, and [INTENTIONALLY OMITTED] of which will be delivered by transfer of the beneficial ownership of Stock Consideration to the Escrow Agent in accordance with the Escrow Agreement; (d) to each Person listed on Section 2.7(k) of Sellers’ Disclosure Schedule, the amount set forth opposite such Person’s name as the amount necessary, as set forth and in accordance with the applicable Pay-Off Letters, to fully discharge the Indebtedness undertaken by each Company to such Person and outstanding as of immediately prior to the Closing, which amount will be paid by wire transfer of immediately available funds in accordance with the instructions set forth in such schedule opposite such Person’s name; (e) to Sellers, the Xxxx of Sale, duly executed by Buyer; (f) to Sellers, the Escrow Agreement, duly executed by Buyer; (g) to Sellers, the Intellectual Property Assignments, duly executed by HGCI, Inc.; (h) to Sellers, the Key Employee Offer Letters, duly executed by Buyer; (i) and signed leases as required by Section 6.2(n); and (j) such further instruments and documents as may be required to be delivered by Buyer pursuant to the terms of this Agreement or as may be reasonably requested by Buyer in connection with the Closing of the transactions contemplated by this Agreement and the Transaction Documents.

Closing Deliveries by Buyer. At the Closing, Buyer will shall deliver or cause to be deliveredSellers the following: (a) a wire transfer of immediately available funds (to Sellerssuch accounts as Sellers shall have notified Buyer of at least two Business Days prior to the Closing Date) in an amount equal to the Base Purchase Price, reduced by the Parent Shares amount of the Deposit together with any interest earned thereon, as adjusted pursuant to Sections 3.1(b) and 3.1(c), as estimated in accordance with Section 2.5(agood faith by Sellers (the “Estimated Purchase Price”). Sellers shall deliver the Estimated Purchase Price in writing to Buyer at least two Business Days prior to the Closing Date and shall attach to the calculation of the Estimated Purchase Price a schedule showing the estimated adjustments to the Base Purchase Price pursuant to Sections 3.1(b) and 3.1(c); (b) to Sellers, in accordance with Section 2.5(a) an amount in cash equal executed counterpart to the Cash Amount less (i) Assumption Agreements relating to the Escrow Amount Assigned Contracts and (ii) the amounts payable pursuant to Section 2.8(d)Assumed Liabilities; (c) (i) an executed copy of the Administrative Services Transition Services Agreement (to the Escrow Agentextent Buyer notifies Sellers at least ten (10) days prior to the Closing Date that it intends to enter into the Administrative Services Transition Services Agreement), and (ii) subject to Section 4.4, an amount equal to [INTENTIONALLY OMITTED] (the “Escrow Amount”); [INTENTIONALLY OMITTED] of which will be delivered by wire transfer of immediately-available funds, and [INTENTIONALLY OMITTED] of which will be delivered by transfer executed copy of the beneficial ownership of Stock Consideration to the Escrow Agent in accordance with the Escrow Fuel and Power Transition Services Agreement; (d) a release of the LTMA Support Obligations (other than with respect to each Person listed on amounts owing prior to Closing) and unless Buyer has elected Gas Services under the Fuel and Power Transition Services Agreement, either (i) RES Assignment and Assumption Agreement executed by Buyer in substantially the form attached as Exhibit D hereto, assigning to Buyer’s designee the RES Agreements, or (ii) if required by Section 2.7(k) of Sellers’ Disclosure Schedule2.5, the amount set forth opposite Fuel Supply Agreement executed by Buyer and Buyer’s Energy Manager; if Buyer has elected such Person’s name as Gas Services, then Buyer shall deliver the amount necessaryRES Assignment and Assumption Agreement or the Fuel Supply Agreement, as set forth and in accordance with applicable, at the applicable Pay-Off Letters, to fully discharge the Indebtedness undertaken by each Company to time such Person and outstanding as of immediately prior to the Closing, which amount will be paid by wire transfer of immediately available funds in accordance with the instructions set forth in such schedule opposite such Person’s nameGas Services terminate; (e) to Sellers, the Xxxx of Sale, duly a joint direction letter executed by Buyer;Buyer instructing the Escrow Agent to (i) transfer $40,000,000 of the funds held in the Deposit Escrow Account into the Indemnity Escrow Account and (ii) to transfer all interest earned in the Deposit Escrow Account as directed by Sellers; and (f) to Sellers, the Escrow Agreement, a duly executed by Buyer; (g) to Sellers, the Intellectual Property Assignments, duly executed by HGCI, Inc.; (h) to Sellers, the Key Employee Offer Letters, duly executed by Buyer; (i) and signed leases certificate as required by described in Section 6.2(n9.3(c); and (j) such further instruments and documents as may be required to be delivered by Buyer pursuant to the terms of this Agreement or as may be reasonably requested by Buyer in connection with the Closing of the transactions contemplated by this Agreement and the Transaction Documents.

Closing Deliveries by Buyer. At the Closing, against delivery of such certificates or other documents evidencing all of the outstanding Capital Stock of Integral Analytics, Buyer will deliver or cause to be deliveredshall deliver: (a) To Sellers’ Representative, for the benefit of each Seller, an amount of cash equal to (A) the Cash Closing Purchase Price; minus (i) the Payoff Amount; minus (ii) the Accrued Distribution Liability; minus (iii) the Change of Control Payments; minus (iv) Sellers’ Transaction Expenses; and minus (v) the Sellers’ Holdback Amount (as so adjusted, the Parent Shares “Net Cash Closing Purchase Price”) and (B) the Sellers’ Holdback Amount, by wire transfer in accordance with Section 2.5(a);immediately available funds to the Sellers’ Representative Account; and (b) To Sellers’ Representative, for the benefit of the recipients thereof, an amount of cash equal to the Accrued Distribution Liability; by wire transfer in immediately available funds to the Sellers’ Representative Account and (c) To Integral Analytics, in accordance with Section 2.5(a) for the benefit, as applicable, of Granite Management Services, Inc., an amount in cash equal to the Cash Amount less (i) the Escrow Amount and (ii) the amounts payable pursuant to Section 2.8(d); (c) to the Escrow AgentChange of Control Payments, an amount equal to [INTENTIONALLY OMITTED] (the “Escrow Amount”); [INTENTIONALLY OMITTED] of which will be delivered by wire transfer of immediately-in immediately available funds, and [INTENTIONALLY OMITTED] of which will be delivered funds to an account designated by transfer of the beneficial ownership of Stock Consideration to the Escrow Agent in accordance with the Escrow Agreement; (d) to each Person listed on Section 2.7(k) of Sellers’ Disclosure Schedule, the amount set forth opposite such Person’s name as the amount necessary, as set forth and in accordance with the applicable Pay-Off Letters, to fully discharge the Indebtedness undertaken by each Company to such Person and outstanding as of immediately Integral Analytics prior to the Closing, which and Integral Analytics shall pay to such employees beneficiary thereof his or her amount will be paid by wire transfer of immediately available funds receivable in accordance therewith, in the Company’s normal payroll process by issuance of a check (or direct deposit), and subject to withholding by the Company, if applicable, to each such employee; and (d) To each Seller, the number of each such Seller’s Pro Rata Portion of the Purchase Price Shares in book-entry record, together with evidence reasonably satisfactory to Sellers’ Representative of book-entry credits in the instructions set forth in name of each such schedule opposite Seller, evidencing the issuance to each Seller of each such PersonSeller’s name;Pro Rata Share of Purchase Price Shares at Closing; and (e) To the lenders specified, and as directed, in the applicable pay-off letters, an amount in cash equal to Sellersthe aggregate Payoff Amount, by wire transfer in immediately available funds to the Xxxx of Sale, duly executed bank account designated by Buyer;each such lender; and (f) to To each recipient thereof, such recipient’s portion of Sellers, the Escrow Agreement, duly executed ’ Transaction Expenses by Buyer; (g) to Sellers, the Intellectual Property Assignments, duly executed by HGCI, Inc.; (h) to Sellers, the Key Employee Offer Letters, duly executed by Buyer; (i) and signed leases as required by Section 6.2(n); and (j) such further instruments and documents as may be required to be delivered by Buyer pursuant wire transfer in immediately available funds to the terms of this Agreement or as may be reasonably requested bank account designated by Buyer in connection with the Closing of the transactions contemplated by this Agreement and the Transaction Documentssuch recipient.

Closing Deliveries by Buyer. (a) At the Closing, Buyer will shall deliver or cause to be deliveredParent: (a) to Sellers, the Parent Shares in accordance with Section 2.5(a); (b) to Sellers, in accordance with Section 2.5(a) an amount in cash equal to the Cash Amount less (i) the Escrow Amount and Equity Portion of the Closing Payment, by wire transfer in immediately available funds, to an account or accounts as directed by Parent in the Closing Notice; (ii) the amounts payable pursuant to Section 2.8(d); (ca counterpart(s) to the Escrow Agent, an amount equal to [INTENTIONALLY OMITTED] (the “Escrow Amount”); [INTENTIONALLY OMITTED] of which will be delivered by wire transfer of immediately-available funds, and [INTENTIONALLY OMITTED] of which will be delivered by transfer of the beneficial ownership of Stock Consideration to the Escrow Agent in accordance with the Escrow Agreement; (d) to each Person listed on Section 2.7(k) of Sellers’ Disclosure Schedule, the amount set forth opposite such Person’s name as the amount necessary, as set forth and in accordance with the applicable Pay-Off Letters, to fully discharge the Indebtedness undertaken by each Company to such Person and outstanding as of immediately prior to the Closing, which amount will be paid by wire transfer of immediately available funds in accordance with the instructions set forth in such schedule opposite such Person’s name; (e) to Sellers, the Xxxx of SaleIP Assignment Agreement(s), duly executed by BuyerBuyer and/or one or more Buyer IP Affiliates; (fiii) to Sellers, a counterpart of the Escrow Patent and Technology License Agreement, duly executed by Buyer; (giv) to Sellers, a counterpart of the Intellectual Property Assignments, duly executed by HGCI, Inc.; (h) to Sellers, the Key Employee Offer LettersTransition Services Agreement, duly executed by Buyer; (iv) and signed leases as required a counterpart of the Trademark License Agreement, duly executed by Section 6.2(n)Buyer; (vi) a counterpart of the V-7 Supply Agreement, duly executed by Buyer; (vii) counterparts of the Finished Goods Supply Agreements, duly executed by Buyer; (viii) evidence, to the satisfaction of Parent, of the release of each guaranty provided by Parent in connection with any Specified Hedging Agreement; and (jix) such further instruments and documents a certificate of a duly authorized officer of Buyer certifying as may be to the matters required pursuant to be delivered Section 8.02(b). (b) At the Closing, immediately following receipt by Buyer of the instrument of transfer pursuant to Section 2.06(a), Buyer shall (i) advance the terms Net Settlement Portion of this Agreement or as may be reasonably requested by Buyer in connection with the Closing Payment to Aust Holdco, (ii) thereafter, cause Aust Holdco to advance the Net Settlement Portion of the transactions contemplated Closing Payment to Aust Bidco, and (ii) thereafter, cause Aust Bidco pay the Net Settlement Portion of the Closing Payment to Lux Holdco or CCC, as applicable, in settlement of the Aust Bidco Note 2, by this Agreement and wire transfer in immediately available funds, to an account of Lux Holdco or CCC, as applicable, as specified by Parent in the Transaction DocumentsClosing Notice. Immediately upon receipt of Net Settlement Portion of the Closing Payment by Lux Holdco or CCC, as applicable,, Parent shall deliver to Buyer a payoff letter, executed by Lux Holdco or CCC, as applicable, evidencing discharge in full of the Aust Bidco Note 2.

Closing Deliveries by Buyer. At the Closing, Buyer will deliver or cause to be deliveredshall deliver: (a) To each Seller wire transfers of funds payable to Sellersthe order of each Seller (i) in an amount equal to such Seller's Proportionate Share of the Closing Date Payment, and (ii) the Parent Shares cash payment in accordance with the amount of $10,000 constituting the consideration for such Seller's Non-Competition Agreement and (iii) such Seller's Proportionate Share of the cash balances of the Company as provided by Section 2.5(a)8.6 hereof; (b) to SellersTo each Seller, a Note in accordance with Section 2.5(a) an the form of EXHIBIT A hereto in a principal amount in cash equal to his Proportionate Share of the Cash Amount less (i) aggregate principal amount of the Escrow Amount and (ii) Notes issuable to Sellers by Buyer as part of the amounts payable Purchase Price pursuant to Section 2.8(d)2 hereof, duly executed by the Buyer; (c) to To each Seller, a Security Agreement in the Escrow Agent, an amount equal to [INTENTIONALLY OMITTED] (the “Escrow Amount”); [INTENTIONALLY OMITTED] form of which will be delivered by wire transfer of immediately-available funds, and [INTENTIONALLY OMITTED] of which will be delivered by transfer of the beneficial ownership of Stock Consideration to the Escrow Agent in accordance with the Escrow Agreement; (d) to each Person listed on Section 2.7(k) of Sellers’ Disclosure Schedule, the amount set forth opposite such Person’s name as the amount necessary, as set forth and in accordance with the applicable Pay-Off Letters, to fully discharge the Indebtedness undertaken by each Company to such Person and outstanding as of immediately prior to the Closing, which amount will be paid by wire transfer of immediately available funds in accordance with the instructions set forth in such schedule opposite such Person’s name; (e) to Sellers, the Xxxx of SaleEXHIBIT B hereto, duly executed by Buyer; (fd) to To the Sellers, the Escrow Agreement, an Assumption Agreement duly executed by BuyerBuyer and accompanied by consents from the creditors under the Assumed Obligations, including the Textron Debt, to the assumption thereof by Buyer and releases, in form and substance satisfactory to the Sellers and their counsel, from such creditors of the obligations of Sellers with respect to and of any guaranties by the Sellers of, any of the Assumed Obligations, as provided in Section 8.5 hereof; (ge) to SellersTo each Seller, other than Homer L. Aerts, a Seller Consxxxxxx Xxreement in the Intellectual Property Assignments, form of EXHIBIT E hereto duly executed by HGCIthe Buyer, Inc.; (h) to SellersHomer L. Aerts, the Key Employee Offer LettersAerts Agrxxxxxx xx xxx form ox XXXIBIT F hereto and a Stock Option Agreement in the form of EXHIBIT G hereto, duly executed by evidencing the grant of stock options to each Seller entitling him to purchase a number of shares of Buyer; (i) 's common stock set forth in SCHEDULE 8.8, at the price and signed leases as required by Section 6.2(n); and (j) such further instruments and documents as may be required to be delivered by Buyer pursuant to on the terms of this Agreement or as may be reasonably requested by Buyer and conditions set forth in connection with the Closing of the transactions contemplated by this Agreement and the Transaction Documents.such Stock Option Agreement;

Closing Deliveries by Buyer. At the Closing, Buyer will deliver shall deliver, or shall cause to be delivered, the following: (a) to SellersContributor, a duly executed counterpart of the Parent Shares in accordance with Section 2.5(a)A&R LP Agreement, executed by Buyer and the General Partner; (b) to Sellers, in accordance with Section 2.5(a) an amount in cash equal to the Cash Amount less (i) the Escrow Amount and (ii) the amounts payable pursuant to Section 2.8(d); (c) to the Escrow Agent, an amount equal to [INTENTIONALLY OMITTED] (the “Escrow Amount”); [INTENTIONALLY OMITTED] of which will be delivered by wire transfer of immediately-available funds, and [INTENTIONALLY OMITTED] of which will be delivered by transfer of the beneficial ownership of Stock Consideration to the Escrow Agent in accordance with the Escrow Agreement; (d) to each Person listed on Section 2.7(k) of Sellers’ Disclosure Schedule, the amount set forth opposite such Person’s name as the amount necessary, as set forth and in accordance with the applicable Pay-Off Letters, to fully discharge the Indebtedness undertaken by each Company to such Person and outstanding as of immediately prior to the Closing, which amount will be paid by a wire transfer of immediately available funds in accordance an amount equal to the Escrow Amount for deposit into the Escrow Account; (c) to Contributor in book-entry or certificated form, the Equity Consideration, with the instructions set forth Common Units and the shares of Buyer Class C Common Stock comprising the Equity Consideration issued in the name of Contributor; (d) to the financial advisors party to the Engagement Letters, wire transfers to such schedule opposite such Person’s nameaccounts as Contributor shall have notified Buyer at least two Business Days prior to the Closing Date, in an aggregate amount equal to the Banking Fees; (e) to SellersContributor, by wire transfers of immediately available funds to such accounts as Contributor shall have notified Buyer at least two Business Days prior to the Xxxx Closing Date, an amount equal to the Cash Consideration minus an amount equal to the Escrow Amount; (f) to Contributor, a duly executed counterpart of Salethe Escrow Agreement, executed by Buyer and the Escrow Agent; (g) to Operator, a duly executed counterpart of the Restrictive Covenant Agreement, executed by Buyer; (f) to Sellers, the Escrow Agreement, duly executed by Buyer; (g) to Sellers, the Intellectual Property Assignments, duly executed by HGCI, Inc.; (h) to SellersContributor, a certificate of Buyer, dated as of the Key Employee Offer LettersClosing Date, duly executed signed by an authorized Person of Buyer, certifying that the conditions set forth in Sections 8.1 and 8.2 have been fulfilled; (i) to Contributor, a copy of the Amended and signed leases as required Restated Certificate of Incorporation file stamped by Section 6.2(n)the Delaware Secretary of State evidencing that the same has been accepted for filing and filed with the Delaware Secretary of State; (j) to Contributor, a duly executed counterpart of the Registration Rights Agreement, executed by Buyer; and (jk) to Contributor, such further instruments other certificates, instruments, and documents as may be required to be delivered by Buyer pursuant to the terms of this Agreement or as may be reasonably requested by Buyer in connection with Contributor prior to the Closing Date to carry out the intent and purposes of the transactions contemplated by this Agreement and the Transaction DocumentsAgreement.

Closing Deliveries by Buyer. At the Closing, Buyer will shall deliver or cause to Sellers the following items, each executed, witnessed and acknowledged as appropriate: 3.3.1. Certified copies of resolutions of Buyer's Board of Directors authorizing and approving the execution of this Agreement and all other documents required to be delivered:delivered to Buyer hereunder and the performance by Buyer of the transactions contemplated hereby and thereby. (a) 3.3.2. A closing certificate executed by Buyer stating that all representations and warranties made by Buyer are true and correct in all material respects as of the Closing Date and that Buyer has performed and complied in all material respects with all of its covenants and obligations required under this Agreement as of the Closing Date. 3.3.3. Unless the Buyer elects to Sellerspay the Purchase Price by delivery of the Note as provided in Section 3.2.1 hereof, the Parent Shares a bank or certified check or wire transfer of funds to an account designated by Sellers in accordance with Section 2.5(a); (b) to Sellers, in accordance with Section 2.5(a) an amount in cash equal to the Cash Amount less (i) the Escrow Amount and (ii) the amounts payable pursuant to Section 2.8(d); (c) to the Escrow Agent, an amount equal to [INTENTIONALLY OMITTED] the Purchase Price, plus adjustments, if any, which are payable by Buyer to Sellers pursuant to Section 3.6 hereof. 3.3.4. If Buyer elects to pay the Purchase Price by delivery of the Note as provided in Section 3.2.1 hereof, the Note, the Mortgage and the Assignment of Leases together with a Lender's title insurance policy issued by a title insurance company licensed to do business in Connecticut chosen by Buyer and reasonably acceptable to Sellers (the “Escrow Amount”); [INTENTIONALLY OMITTED] of "Title Company") insuring the Mortgage as a first priority Mortgage on the Property subject only to those matters to which will Buyer's title from Sellers is subject, such title insurance policy shall be delivered by wire transfer of immediately-available funds, and [INTENTIONALLY OMITTED] of which will be delivered by transfer in the full amount of the beneficial ownership Purchase Price. 3.3.5. An assignment and assumption of Stock Consideration lease and security deposit in the form of the Assignment and Assumption of Lease attached hereto as Exhibit E with all blanks filled in with the appropriate information (the "Lithographics Assignment of Lease") pursuant to which (I) Sellers assign to Buyer all of Sellers' right, title, interest and obligation in, to and under the Lithographics Lease, (II) Buyer assumes the obligations of Sellers under the Lithographics Lease from and after the Closing Date; (III) Sellers indemnify Buyer from any loss, cost, expense or liability incurred by Buyer by reason of any landlord defaults under the Lithographics Lease existing prior to the Escrow Agent Closing Date and (IV) Buyer indemnifies Sellers from any loss, cost, expense or liability incurred by Sellers by reason of any landlord defaults under the Lithographics Lease arising from and after the Closing Date; and a tenant notification letter in accordance the form of the letter attached hereto as Exhibit F with all blanks filled in with the Escrow Agreement; appropriate information (dthe "Tenant Notification Letter") notifying Lithographics of the sale of the Property to each Person listed on Section 2.7(k) of Sellers’ Disclosure ScheduleBuyer. Notwithstanding the foregoing, in the amount set forth opposite such Person’s name as event the amount necessary, as set forth and in accordance with the applicable Pay-Off Letters, to fully discharge the Indebtedness undertaken by each Company to such Person and outstanding as of immediately Lithographics Lease shall be terminated prior to the Closing, which amount will be paid by wire transfer of immediately available funds in accordance with the instructions set forth in such schedule opposite such Person’s name; (e) to Sellers, the Xxxx of Sale, duly executed by Buyer; (f) to Sellers, the Escrow Agreement, duly executed by Buyer; (g) to Sellers, the Intellectual Property Assignments, duly executed by HGCI, Inc.; (h) to Sellers, the Key Employee Offer Letters, duly executed by Buyer; (i) and signed leases as required if no new lease is entered into by Sellers pursuant to Section 6.2(n); and (j) such further instruments and documents as may 9.12 hereof then no Lithographics Assignment of Lease or Tenant Notification Letter shall be required to be delivered at the Closing and (ii) if a new lease is entered into by Buyer Sellers pursuant to Section 9.12 hereof, then Buyer and Sellers shall enter into an assignment and assumption of lease and a tenant notification letter with respect to such new lease in the terms same form as the Lithographics Assignment of this Agreement or as may be reasonably requested by Buyer in connection with the Closing of the transactions contemplated by this Agreement Lease and the Transaction DocumentsTenant Notification Letter.