Common use of Closing Deliveries of Buyer Clause in Contracts

Closing Deliveries of Buyer. At or prior to the Closing, Buyer shall deliver, or cause to be delivered, the following: (a) to Sellers and the Company, a certificate executed on behalf of Buyer to the effect that, as of the Closing, the conditions set forth in Section 9.1 above have been satisfied; (b) to each of the Sellers, the portion of the Adjusted Purchase Price payable to them in accordance with Section 2.3(b)(ii) (less any amounts payable to any Seller subject to compensatory withholding which shall be delivered to the Company); (c) to the Seller Representative, the Advance Amount in accordance with Section 2.3(b)(iii); (d) the Escrow Agreement, duly executed and delivered by Buyer and payment of the Adjustment Escrow Amount, the Indemnity Escrow Amount and the Special Escrow Amount in accordance with Section 2.3(b)(iv); (e) to the debtors of the Closing Indebtedness, the amount identified on the Initial Closing Statement as owed to such debtor for the full discharge his, her or its respective item of Closing Indebtedness in accordance with Section 2.3(b)(i); (f) to the payees of the Seller Transaction Expenses, the respective amounts owed to such payees for such Seller Transaction Expenses identified on the Initial Closing Statement in accordance with Section 2.3(b)(i); US-DOCS\102662145.20 (g) the Certificate of Merger, duly executed; (h) the Award Letters, duly executed by the Key Employees; (i) the Put/Call Agreements, duly executed and delivered by Buyer; and (j) each other Ancillary Agreement to which Buyer is a party, duly executed and delivered by Buyer.

Closing Deliveries of Buyer. At or prior to the Closing, Buyer shall deliver, or cause caused to be delivered, to the Seller Parties, Paying Agent or Escrow Agent, as the case may be, the following: 3.2.2.1. To Seller or the Paying Agent, as applicable, the Closing Cash Payment less the Indemnification Escrow Amount by wire transfer of immediately available funds, to an account designated by Seller or Paying Agent (a) as applicable), by notice to Sellers Buyer, which notice shall be delivered not later than two Business Days prior to the Closing Date (or if not so designated, then by certified or official bank check payable in immediately available funds to the order of Seller in such amount); 3.2.2.2. To Escrow Agent, the Indemnification Escrow Amount, . 3.2.2.3. To Seller or the Paying Agent, as applicable, a duly executed share transfer deed in respect of the Shares, in the form attached hereto as Exhibit ‎3.2.1.1; 3.2.2.4. To the Seller, copies of the dully executed resolutions of the Board of Directors of the Buyer and DPW Holdings, Inc., a Delaware corporation and the Companyparent company of the Buyer (“DPW”) in the form attached hereto as Exhibit ‎3.2.2.4(a) and Exhibit ‎3.2.2.4(b), respectively, by which, inter alia, the execution, delivery and performance of this Agreement and all other agreements ancillary to this Agreement shall have been approved; 3.2.2.5. To the Seller, a certificate in the form attached hereto as Exhibit ‎3.2.2.5 executed by the Chief Executive Officer or director of the Buyer, acting on behalf of the Buyer, certifying that (i) the representations and warranties of the Buyer to the effect that, hereunder are true and correct as of the Closing, the conditions set forth Closing Date in Section 9.1 above have been satisfied; all material respects; (bii) Buyer has performed in all material respects all of its obligations hereunder required to each of the Sellers, the portion of the Adjusted Purchase Price payable to them in accordance with Section 2.3(b)(ii) (less any amounts payable to any Seller subject to compensatory withholding which shall be delivered performed by it at or prior to the Company); Closing Date; and (ciii) all documents to the Seller Representative, the Advance Amount in accordance with Section 2.3(b)(iii); (d) the Escrow Agreement, duly be executed and delivered by the Buyer and payment of the Adjustment Escrow Amount, the Indemnity Escrow Amount and the Special Escrow Amount in accordance with Section 2.3(b)(iv); (e) to the debtors of at the Closing Indebtedness, the amount identified on the Initial Closing Statement as owed to such debtor for the full discharge his, her or its respective item of Closing Indebtedness in accordance with Section 2.3(b)(i); (f) to the payees of the Seller Transaction Expenses, the respective amounts owed to such payees for such Seller Transaction Expenses identified on the Initial Closing Statement in accordance with Section 2.3(b)(i); US-DOCS\102662145.20 (g) the Certificate of Merger, duly executed; (h) the Award Letters, duly have been executed by the Key Employees; (i) the Put/Call Agreements, a duly executed and delivered by Buyer; and (j) each other Ancillary Agreement to which Buyer is a party, duly executed and delivered by authorized representative of Buyer.

Closing Deliveries of Buyer. At or prior to the Closing, Buyer shall deliver, or shall cause to be delivered, to Sellers the following: : the Seller Closing Payment Amount (a) to Sellers by Wire Transfer); a certificate, dated the Closing Date and the Companyexecuted by a duly authorized officer of Buyer, a certificate executed on behalf of Buyer to the effect that, as of the Closing, certifying that the conditions set forth in Section 9.1 above Sections 8.2(a) and 8.2(b) have been satisfied; (b) ; an opinion of counsel to each Buyer in substantially the form set forth in Exhibit C; a certificate of the Secretary or an Assistant Secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Sellers, certifying: (i) the portion resolutions of the Adjusted Purchase Price payable to them in accordance with Section 2.3(b)(iiboard of directors of Buyer authorizing and approving the execution, delivery, and performance of this Agreement, and the transactions contemplated hereby; and (ii) the incumbency and signature of the officer of Buyer executing this Agreement; a Certificate of Good Standing for Buyer, issued by the Secretary of State of the State of Delaware and dated no earlier than ten (less any amounts payable to any Seller subject to compensatory withholding which shall be delivered 10) calendar days prior to the Company); (cClosing Date; and evidence of all consents, waivers or approvals required in this Agreement to be obtained by Buyer pursuant to Section 8.3(b) and 8.3(d) with respect to the Seller Representativeconsummation of the transactions contemplated by this Agreement have been obtained. Deposit to Escrow; Payment of Broker Closing Payment Amount. At Closing, the Advance Amount in accordance with Section 2.3(b)(iii); Buyer shall (da) deposit (by Wire Transfer) the Escrow Agreement, duly executed and delivered by Buyer and payment of the Adjustment Escrow Amount, the Indemnity Holdback Escrow Amount and the Special Purchase Price Adjustment Escrow Amount in accordance with the Escrow Agent pursuant to Section 2.3(b)(iv2.2(c) and Section 2.2(d); , respectively, and (eb) pay to the debtors of the Closing Indebtedness, the amount identified on the Initial Closing Statement as owed to such debtor for the full discharge his, her or its respective item of Closing Indebtedness in accordance with Section 2.3(b)(i); Broker (f) to the payees of the Seller Transaction Expenses, the respective amounts owed to such payees for such Seller Transaction Expenses identified on the Initial Closing Statement in accordance with Section 2.3(b)(i); US-DOCS\102662145.20 (gby Wire Transfer) the Certificate of Merger, duly executed; (h) the Award Letters, duly executed by the Key Employees; (i) the Put/Call Agreements, duly executed and delivered by Buyer; and (j) each other Ancillary Agreement Broker Closing Payment Amount pursuant to which Buyer is a party, duly executed and delivered by BuyerSection 2.2(b).

Closing Deliveries of Buyer. At or prior to the Closing, Buyer shall deliver, or cause to be delivered, the following: (a) to Sellers and the CompanyPaying Agent, a certificate executed on behalf the portion of Buyer the Estimated Cash Purchase Price payable to the effect that, as of the Closing, the conditions set forth Sellers in accordance with Section 9.1 above have been satisfied2.3(b)(ii)(A); (b) to each of the SellersCompany, the portion of the Adjusted Estimated Cash Purchase Price payable to them the Phantom Holders (through the Company’s payroll) in accordance with Section 2.3(b)(ii) (less any amounts payable to any Seller subject to compensatory withholding which shall be delivered to the Company2.3(b)(ii)(B); (c) to the Paying Agent, the portion of the Estimated Cash Purchase Price payable to the Warrant Holders in accordance with Section 2.3(b)(ii)(C); (d) to the Seller Representative, the Advance Amount Seller Representative Expense Fund in accordance with Section 2.3(b)(iii); (de) to the Seller Representative, the Escrow Agreement, duly executed and delivered by Buyer Xxxxx and payment of the Escrow Agent; (f) to the Seller Representative, the Paying Agent Agreement, duly executed and delivered by Xxxxx and the Paying Agent; (g) to the Escrow Agent, the Adjustment Escrow Amount, the Indemnity Escrow Amount and the Special Escrow Amount in accordance with Section 2.3(b)(iv); (eh) to a certificate of the debtors secretary or other officer of the Buyer (the “Buyer Secretary Certificate”), dated as of the Closing IndebtednessDate, in form and substance reasonably satisfactory to the Company, as to (i) the actions taken by the Buyer’s Board of Directors to authorize this Agreement and each Ancillary Agreement to which the Buyer may be party or subject and the transactions contemplated hereby and thereby and (ii) the actions taken by MultiPlan’s Board of Directors to authorize this Agreement and the transactions contemplated hereby, including, the amount identified on issuance of the Initial Closing Statement as owed Stock Consideration, copies of which actions shall be attached to such debtor for the full discharge his, her or its respective item of Closing Indebtedness in accordance with Section 2.3(b)(i); (f) to the payees of the Seller Transaction Expenses, the respective amounts owed to such payees for such Seller Transaction Expenses identified on the Initial Closing Statement in accordance with Section 2.3(b)(i)certificate; US-DOCS\102662145.20 (g) the Certificate of Merger, duly executed; (h) the Award Letters, duly executed by the Key Employees;and (i) to Sellers or the Put/Call AgreementsSeller Representative, duly executed and delivered by Buyer; and (j) as the case may be, each other Ancillary Agreement to which Buyer is a party, duly executed and delivered by BuyerXxxxx.

Closing Deliveries of Buyer. (a) At or prior to the Closing, Buyer shall deliver, deliver or cause to be delivered, the following: (a) to Sellers and the Company, a certificate executed on behalf of Buyer to the effect that, as of the Closing, the conditions set forth in Section 9.1 above have been satisfied; (b) to each of the Sellers, the portion of the Adjusted Purchase Price payable to them in accordance with Section 2.3(b)(ii) (less any amounts payable to any Seller subject to compensatory withholding which shall be delivered to the Company); (c) to the Seller Representative, the Advance Amount in accordance with Section 2.3(b)(iii); (d) the Escrow Agreement, duly executed and delivered by Buyer and payment of the Adjustment Escrow AmountAgent, the Indemnity Escrow Amount and the Special Escrow Amount in accordance with Section 2.3(b)(iv); (e) to the debtors of the Closing Indebtedness, the amount identified on the Initial Closing Statement as owed to such debtor for the full discharge his, her or its respective item of Closing Indebtedness in accordance with Section 2.3(b)(i); (f) to the payees of the Seller Transaction Expenses, the respective amounts owed to such payees for such Seller Transaction Expenses identified on the Initial Closing Statement in accordance with Section 2.3(b)(i); US-DOCS\102662145.20 (g) the Certificate of Merger, duly executed; (h) the Award LettersConsulting Agreement, duly executed by the Key Employees;Company, and the Headquarters Lease, duly executed by the Company. (b) At the Closing, Buyer shall pay: (i) to each of the Put/Call Agreementspayees of Estimated Indebtedness to be repaid at the Closing for whom Seller has provided a Payoff Letter at least two (2) Business Days prior to the Closing Date, duly executed the Estimated Indebtedness specified in such payee’s Payoff Letter, by wire transfer of immediately available funds, on behalf of the Company and/or Seller, as applicable; (ii) to each of the payees of Estimated Transaction Expenses to be paid at the Closing for whom Seller has provided an Invoice (as applicable) and delivered a properly completed IRS Form W-9 at least two (2) Business Days prior to the Closing Date, the Estimated Transaction Expenses owing to such payee specified in such payee’s Invoice, by Buyerwire transfer of immediately available funds, on behalf of the Company and/or Seller, as applicable; (iii) to the Escrow Agent, the Escrow Amount, by wire transfer of immediately available funds, for deposit into an escrow account or accounts established pursuant to the terms of the Escrow Agreement; and (jiv) each other Ancillary Agreement to which Buyer is a partySeller, duly executed and delivered the Estimated Payment, by Buyerwire transfer of immediately available funds to the account or accounts specified in writing by Seller at least two (2) Business Days prior to the Closing Date.

Closing Deliveries of Buyer. At or prior to the Closing, Buyer shall deliver, or cause caused to be delivered, to the Seller Parties, Paying Agent or Escrow Agent, as the case may be, the following: 3.2.2.1. To Seller or the Paying Agent, as applicable, the Closing Cash Payment less the Indemnification Escrow Amount by wire transfer of immediately available funds, to an account designated by Seller or Paying Agent (a) as applicable), by notice to Sellers Buyer, which notice shall be delivered not later than two Business Days prior to the Closing Date (or if not so designated, then by certified or official bank check payable in immediately available funds to the order of Seller in such amount); 3.2.2.2. To Escrow Agent, the Indemnification Escrow Amount, . 3.2.2.3. To Seller or the Paying Agent, as applicable, a duly executed share transfer deed in respect of the Shares, in the form attached hereto as Exhibit 3.2.1.1; 3.2.2.4. To the Seller, copies of the dully executed resolutions of the Board of Directors of the Buyer and DPW Holdings, Inc., a Delaware corporation and the Companyparent company of the Buyer (“DPW”) in the form attached hereto as Exhibit 3.2.2.4(a) and Exhibit 3.2.2.4(b), respectively, by which, inter alia, the execution, delivery and performance of this Agreement and all other agreements ancillary to this Agreement shall have been approved; 3.2.2.5. To the Seller, a certificate in the form attached hereto as Exhibit 3.2.2.5 executed by the Chief Executive Officer or director of the Buyer, acting on behalf of the Buyer, certifying that (i) the representations and warranties of the Buyer to the effect that, hereunder are true and correct as of the Closing, the conditions set forth Closing Date in Section 9.1 above have been satisfied; all material respects; (bii) Buyer has performed in all material respects all of its obligations hereunder required to each of the Sellers, the portion of the Adjusted Purchase Price payable to them in accordance with Section 2.3(b)(ii) (less any amounts payable to any Seller subject to compensatory withholding which shall be delivered performed by it at or prior to the Company); Closing Date; and (ciii) all documents to the Seller Representative, the Advance Amount in accordance with Section 2.3(b)(iii); (d) the Escrow Agreement, duly be executed and delivered by the Buyer and payment of the Adjustment Escrow Amount, the Indemnity Escrow Amount and the Special Escrow Amount in accordance with Section 2.3(b)(iv); (e) to the debtors of at the Closing Indebtedness, the amount identified on the Initial Closing Statement as owed to such debtor for the full discharge his, her or its respective item of Closing Indebtedness in accordance with Section 2.3(b)(i); (f) to the payees of the Seller Transaction Expenses, the respective amounts owed to such payees for such Seller Transaction Expenses identified on the Initial Closing Statement in accordance with Section 2.3(b)(i); US-DOCS\102662145.20 (g) the Certificate of Merger, duly executed; (h) the Award Letters, duly have been executed by the Key Employees; (i) the Put/Call Agreements, a duly executed and delivered by Buyer; and (j) each other Ancillary Agreement to which Buyer is a party, duly executed and delivered by authorized representative of Buyer.