Common use of Closing Escrow Clause in Contracts

Closing Escrow. On the initial Closing Date (the “Initial Closing Date”), upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser purchasing Securities at the initial Closing (the “Initial Closing”), severally and not jointly, agrees to purchase the principal amount of the Debentures and a Warrant to purchase the number of Warrant Shares, set forth opposite such Purchaser’s name on Schedule 1 hereto, which shall not exceed, in the aggregate, $1,000,000. Upon satisfaction of the conditions set forth in Sections 2.2 and 2.3, the Initial Closing shall occur at the offices of FWS or such other location as the parties shall mutually agree. Thereafter, on any subsequent Closing Date (each a “Subsequent Closing Date”), upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the Purchasers purchasing Securities on such Subsequent Closing Date, the Company agrees to sell, and each Purchaser purchasing Securities at such subsequent Closing (each a “Subsequent Closing”), severally and not jointly, agrees to purchase the principal amount of the Debentures and a Warrant to purchase the number of Warrant Shares, set forth opposite such Purchaser’s name on Schedule 1 hereto, which shall not exceed, in the aggregate, $1,000,000 less the principal amount of Debentures issued and sold at all previous Closings. Notwithstanding anything herein to the contrary, any Subsequent Closing Date must occur on or before (i) the 20th calendar day following the date hereof, for any Purchasers who are holders of any of the January Debentures, or (ii) the 60th calendar day following the date hereof, for any Purchasers who are not holders of one or more of the January Debentures. Each Purchaser purchasing Securities on a Closing Date shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to its Subscription Amount and the Company shall deliver to each such Purchaser its respective Debenture and a Warrant, and the Company and each such Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing; provided, that a particular Purchaser’s obligation to deliver funds equal to its Subscription Amount shall be deemed satisfied by such Purchaser’s deposit of the applicable Subscription Amount into the Escrow Account and Company Counsel’s disbursement of escrowed funds in accordance with the Escrow Agreement, as contemplated by Section 2.4 below.

Closing Escrow. On the initial The Closing Date (the “Initial Closing Date”), upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser purchasing Securities at the initial Closing (the “Initial Closing”), severally and not jointly, agrees to purchase the principal amount of the Debentures and a Warrant to purchase the number of Warrant Shares, set forth opposite such Purchaser’s name on Schedule 1 hereto, which shall not exceed, in the aggregate, $1,000,000. Upon satisfaction of the conditions set forth in Sections 2.2 and 2.3, the Initial Closing shall occur will take place at the offices of FWS Purchaser, or at such other location place as the parties shall Purchaser and Seller mutually agree. Thereafter, at 10:00 A.M. local time, on any subsequent Closing Date (each a “Subsequent the Closing Date. At the Closing, Purchaser will pay the Cash Component (calculated, for purposes of the Closing, using the Estimated SAV and Estimated SLA) by delivering to Seller a promissory note on substantially the terms described in Exhibit J attached hereto (the “Purchaser Promissory Note”). Also at the Closing, or as soon thereafter as practicable, Purchaser shall deliver stock certificates representing the Stock Component to Seller as Seller may reasonably direct by written notice delivered to Purchaser by Seller at least two (2) Business Days before the Closing Date; provided that a stock certificate or certificates representing 750,000 of the shares comprising the Stock Component (the “Escrow Shares”) shall be delivered by Purchaser to Xxxxxxxxxx & Xxxxx LLP, as escrow agent (the “Escrow Agent”), upon under an escrow agreement to be entered into on the terms Closing Date by Seller, Purchaser and subject the Escrow Agent, substantially in the form of Exhibit A hereto (the “Escrow Agreement”). Simultaneously at the Closing, (a) Seller will assign and transfer to Purchaser good and valid title in and to the conditions set forth hereinAssets (free and clear of all Liens, substantially concurrent with the execution and other than Permitted Liens) by delivery of this Agreement by (i) a General Assignment and Xxxx of Sale substantially in the Purchasers purchasing Securities on such Subsequent Closing Date, form of Exhibit B hereto (the Company agrees to sell, and each Purchaser purchasing Securities at such subsequent Closing (each a “Subsequent ClosingGeneral Assignment”), severally and not jointlyduly executed by Seller, agrees to purchase the principal amount (ii) an assignment of the Debentures Intellectual Property in form and a Warrant substance reasonably satisfactory to purchase the number Purchaser, and (iii) such other good and sufficient instruments of Warrant Sharesconveyance, set forth opposite such assignment and transfer, in form and substance reasonably acceptable to Purchaser’s name on Schedule 1 heretocounsel, which as shall not exceed, be effective to vest in the aggregate, $1,000,000 less the principal amount of Debentures issued and sold at all previous Closings. Notwithstanding anything herein Purchaser good title to the contraryAssets (the General Assignment and the other instruments referred to in clauses (ii) and (iii) being collectively referred to herein as the “Assignment Instruments”), any Subsequent Closing Date must occur on or before and (b) Purchaser will assume from Seller the due payment, performance and discharge of the Assumed Liabilities by delivery of (i) an Assumption Agreement substantially in the 20th calendar day following form of Exhibit C hereto (the date hereof“Assumption Agreement”), for any Purchasers who are holders of any of the January Debenturesduly executed by Purchaser, or and (ii) such other good and sufficient instruments of assumption, in form and substance reasonably acceptable to Seller’s counsel, as shall be effective to cause Purchaser to assume the 60th calendar day following the date hereof, for any Purchasers who are not holders of one or more of the January Debentures. Each Purchaser purchasing Securities on a Closing Date shall deliver Assumed Liabilities as and to the Company, via wire transfer or a certified check, immediately available funds equal to its Subscription Amount and the Company shall deliver to each such Purchaser its respective Debenture and a Warrant, and the Company and each such Purchaser shall deliver the other items set forth extent provided in Section 2.2 deliverable at 1.2(a) (the Assumption Agreement and such other instruments referred to in clause (ii) being collectively referred to herein as the “Assumption Instruments”). At the Closing; provided, that a particular Purchaser’s obligation there shall also be delivered to deliver funds equal Seller and Purchaser the opinions, certificates and other contracts, documents and instruments required to its Subscription Amount shall be deemed satisfied by such Purchaser’s deposit of the applicable Subscription Amount into the Escrow Account delivered under Articles 6 and Company Counsel’s disbursement of escrowed funds in accordance with the Escrow Agreement, as contemplated by Section 2.4 below7.

Closing Escrow. On The Closing will take place at the initial offices of Purchaser, or at such other place as Purchaser and Seller mutually agree, at 9:00 A.M. local time, on the Closing Date and shall be deemed to occur at 11:59 p.m., Las Vegas time, on the Closing Date (the “Initial Closing Date”"TRANSFER TIME"). At the Closing, upon Purchaser will deliver the terms and subject to Purchase Price (less the conditions set forth herein, substantially concurrent with sum of (A) the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser purchasing Securities at the initial Closing (the “Initial Closing”), severally and not jointly, agrees to purchase the outstanding principal amount of the Debentures Loan and a Warrant (B) all accrued and unpaid interest on the Loan) by wire transfer of immediately available funds to purchase Xxxxxxx Title of Nevada, 0000 Xxxxxx Xxxxxx Parkway, Suite 1400, Las Vegas, Nevada 89109, Attention: Xxxxx Xxxxx, as escrow agent (the number "ESCROW AGENT"), $1,500,000 of Warrant Shares, set forth opposite such Purchaser’s name on Schedule 1 hereto, which shall not exceed, be held in the aggregate, $1,000,000. Upon satisfaction escrow for a period of the conditions set forth in Sections 2.2 and 2.3, the Initial Closing shall occur at the offices of FWS or such other location as the parties shall mutually agree. Thereafter, on any subsequent Closing Date (each a “Subsequent Closing Date”), upon no longer than one year pursuant to the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the Purchasers purchasing Securities on such Subsequent Closing Date, the Company agrees to sell, and each Purchaser purchasing Securities at such subsequent Closing (each a “Subsequent Closing”), severally and not jointly, agrees to purchase the principal amount of the Debentures and a Warrant to purchase the number of Warrant Shares, set forth opposite such Purchaser’s name on Schedule 1 hereto, which shall not exceed, in the aggregate, $1,000,000 less the principal amount of Debentures issued and sold at all previous Closings. Notwithstanding anything herein to the contrary, any Subsequent Closing Date must occur on or before (i) the 20th calendar day following the date hereof, for any Purchasers who are holders of any of the January Debentures, or (ii) the 60th calendar day following the date hereof, for any Purchasers who are not holders of one or more of the January Debentures. Each Purchaser purchasing Securities on a Closing Date shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to its Subscription Amount and the Company shall deliver to each such Purchaser its respective Debenture and a Warrant, and the Company and each such Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing; provided, that a particular Purchaser’s obligation to deliver funds equal to its Subscription Amount shall be deemed satisfied by such Purchaser’s deposit of the applicable Subscription Amount into the Escrow Account and Company Counsel’s disbursement of escrowed funds in accordance with the Escrow Agreement, and the remainder of which shall be distributed to the creditors of Seller and to Seller in the manner more fully described in a closing settlement statement to be prepared and approved by Seller and Purchaser. Simultaneously, (a) Seller will, and Parent will cause Seller to, assign and transfer to Purchaser all of its right, title and interest in and to the Transferred Assets (free and clear of all Liens, other than Permitted Liens) by delivery of (i) a General Assignment and Xxxx of Sale substantially in the form of EXHIBIT A hereto (the "GENERAL ASSIGNMENT"), duly executed by Seller, (ii) a grant, bargain and sale deed in proper statutory form for recording and otherwise in form and substance reasonably satisfactory to Purchaser conveying title to the Real Property and (iii) such other good and sufficient instruments of conveyance, assignment and transfer, in form and substance reasonably acceptable to Purchaser's counsel, as contemplated shall be effective to vest in Purchaser good title to the Transferred Assets (the General Assignment and the other instruments referred to in clauses (ii) and (iii) being collectively referred to herein as the "ASSIGNMENT INSTRUMENTS"), and (b) Purchaser will assume from Seller the due payment, performance and discharge of the Assumed Liabilities by Section 2.4 belowdelivery of (i) an Assumption Agreement substantially in the form of EXHIBIT B hereto (the "ASSUMPTION AGREEMENT"), duly executed by Purchaser, and (ii) such other good and sufficient instruments of assumption, in form and substance reasonably acceptable to Seller's counsel, as shall be effective to cause Purchaser to assume the Assumed Liabilities as and to the extent provided in SECTION 1.02(a) (the Assumption Agreement and such other instruments referred to in clause (ii) being collectively referred to herein as the "ASSUMPTION INSTRUMENTS"). At the Closing, there shall also be delivered to Seller and Purchaser the opinions, certificates and other contracts, documents and instruments required to be delivered under ARTICLES VI and VII.

Closing Escrow. On the initial The Closing Date (the “Initial Closing Date”), upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser purchasing Securities at the initial Closing (the “Initial Closing”), severally and not jointly, agrees to purchase the principal amount of the Debentures and a Warrant to purchase the number of Warrant Shares, set forth opposite such Purchaser’s name on Schedule 1 hereto, which shall not exceed, in the aggregate, $1,000,000. Upon satisfaction of the conditions set forth in Sections 2.2 and 2.3, the Initial Closing shall occur will take place at the offices of FWS Milbank, Tweed, Xxxxxx & XxXxxx LLP, 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, or at such other location place as the parties shall Purchaser and Seller mutually agree. Thereafter, at 10:00 A.M. local time, on any subsequent Closing Date (each a “Subsequent the Closing Date”). At the Closing, upon Purchaser will pay the terms and subject Closing Payment by wire transfer of immediately available funds to such account as Seller may reasonably direct by written notice delivered to Purchaser by Seller at least two (2) Business Days before the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the Purchasers purchasing Securities on such Subsequent Closing Date, the Company agrees to sell, and each Purchaser purchasing Securities at such subsequent Closing (each a “Subsequent Closing”), severally and not jointly, agrees to purchase the principal amount of the Debentures and a Warrant to purchase the number of Warrant Shares, set forth opposite such Purchaser’s name on Schedule 1 hereto, which shall not exceed, in the aggregate, $1,000,000 less the principal amount of Debentures issued and sold at all previous Closings. Notwithstanding anything herein to the contrary, any Subsequent Closing Date must occur on or before PROVIDED that (i) the 20th calendar day following the date hereof, for any Purchasers who are holders of any $1,000,000 of the January Debentures, or (ii) the 60th calendar day following the date hereof, for any Purchasers who are not holders of one or more of the January Debentures. Each Closing Payment shall be delivered by Purchaser purchasing Securities on a Closing Date shall deliver to the Company, via by wire transfer or a certified check, of immediately available funds equal to its Subscription Amount an escrow agent mutually selected by Purchaser and Seller (the "ESCROW AGENT") under an escrow agreement to be entered into on the Closing Date by Seller, Purchaser and the Company shall deliver Escrow Agent, the terms of which will be consistent with the terms hereof and mutually acceptable to each such the parties hereto (the "ESCROW AGREEMENT"). Simultaneously, Seller will assign and transfer to Purchaser its respective Debenture all of Seller's right, title and interest in and to the Shares by delivering to Purchaser a Warrantcertificate or certificates representing the Shares, in genuine and the Company and each such Purchaser shall deliver the other items set forth unaltered form, duly endorsed in Section 2.2 deliverable at blank or accompanied by duly executed stock powers endorsed in blank, with requisite stock transfer tax stamps, if any, attached. At the Closing; provided, that a particular Purchaser’s obligation there shall also be delivered to deliver funds equal Seller and Purchaser the opinions, certificates and other Contracts, documents and instruments to its Subscription Amount shall be deemed satisfied by such Purchaser’s deposit of the applicable Subscription Amount into the Escrow Account delivered under ARTICLES VI and Company Counsel’s disbursement of escrowed funds in accordance with the Escrow Agreement, as contemplated by Section 2.4 belowVII.

Closing Escrow. On the initial The Closing Date (the “Initial Closing Date”), upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser purchasing Securities at the initial Closing (the “Initial Closing”), severally and not jointly, agrees to purchase the principal amount of the Debentures and a Warrant to purchase the number of Warrant Shares, set forth opposite such Purchaser’s name on Schedule 1 hereto, which shall not exceed, in the aggregate, $1,000,000. Upon satisfaction of the conditions set forth in Sections 2.2 and 2.3, the Initial Closing shall occur will take place at the offices of FWS Purchaser, or at such other location place as the parties shall Purchaser and Seller mutually agree. Thereafter, at 10:00 A.M. local time, on any subsequent Closing Date (each a “Subsequent the Closing Date. At the Closing, Purchaser will pay the Cash Component (calculated, for purposes of the Closing, using the Estimated SAV and Estimated SLA) by delivering to Seller a promissory note on substantially the terms described in Exhibit J attached hereto (the “Purchaser Promissory Note”). Also at the Closing, or as soon thereafter as practicable, Purchaser shall deliver stock certificates representing the Stock Component to Seller as Seller may reasonably direct by written notice delivered to Purchaser by Seller at least two (2) Business Days before the Closing Date; provided that a stock certificate or certificates representing 750,000 of the shares comprising the Stock Component (the “Escrow Shares”) shall be delivered by Purchaser to Xxxxxxxxxx & Xxxxx LLP, as escrow agent (the “Escrow Agent”), upon under an escrow agreement to be entered into on the terms Closing Date by Seller, Purchaser and subject the Escrow Agent, substantially in the form of Exhibit A hereto (the “Escrow Agreement”). Simultaneously at the Closing, (a) Seller will assign and transfer to Purchaser good and valid title in and to the conditions set forth hereinAssets (free and clear of all Liens, substantially concurrent with the execution and other than Permitted Liens) by delivery of this Agreement by (i) a General Assignment and Bill of Sale substantially in the Purchasers purchasing Securities on such Subsequent Closing Date, form of Exhibit B hereto (the Company agrees to sell, and each Purchaser purchasing Securities at such subsequent Closing (each a “Subsequent ClosingGeneral Assignment”), severally and not jointlyduly executed by Seller, agrees to purchase the principal amount (ii) an assignment of the Debentures Intellectual Property in form and a Warrant substance reasonably satisfactory to purchase the number Purchaser, and (iii) such other good and sufficient instruments of Warrant Sharesconveyance, set forth opposite such assignment and transfer, in form and substance reasonably acceptable to Purchaser’s name on Schedule 1 heretocounsel, which as shall not exceed, be effective to vest in the aggregate, $1,000,000 less the principal amount of Debentures issued and sold at all previous Closings. Notwithstanding anything herein Purchaser good title to the contraryAssets (the General Assignment and the other instruments referred to in clauses (ii) and (iii) being collectively referred to herein as the “Assignment Instruments”), any Subsequent Closing Date must occur on or before and (b) Purchaser will assume from Seller the due payment, performance and discharge of the Assumed Liabilities by delivery of (i) an Assumption Agreement substantially in the 20th calendar day following form of Exhibit C hereto (the date hereof“Assumption Agreement”), for any Purchasers who are holders of any of the January Debenturesduly executed by Purchaser, or and (ii) such other good and sufficient instruments of assumption, in form and substance reasonably acceptable to Seller’s counsel, as shall be effective to cause Purchaser to assume the 60th calendar day following the date hereof, for any Purchasers who are not holders of one or more of the January Debentures. Each Purchaser purchasing Securities on a Closing Date shall deliver Assumed Liabilities as and to the Company, via wire transfer or a certified check, immediately available funds equal to its Subscription Amount and the Company shall deliver to each such Purchaser its respective Debenture and a Warrant, and the Company and each such Purchaser shall deliver the other items set forth extent provided in Section 2.2 deliverable at 1.2(a) (the Assumption Agreement and such other instruments referred to in clause (ii) being collectively referred to herein as the “Assumption Instruments”). At the Closing; provided, that a particular Purchaser’s obligation there shall also be delivered to deliver funds equal Seller and Purchaser the opinions, certificates and other contracts, documents and instruments required to its Subscription Amount shall be deemed satisfied by such Purchaser’s deposit of the applicable Subscription Amount into the Escrow Account delivered under Articles 6 and Company Counsel’s disbursement of escrowed funds in accordance with the Escrow Agreement, as contemplated by Section 2.4 below7.

Closing Escrow. On the initial The Closing Date (the “Initial Closing Date”), upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser purchasing Securities at the initial Closing (the “Initial Closing”), severally and not jointly, agrees to purchase the principal amount of the Debentures and a Warrant to purchase the number of Warrant Shares, set forth opposite such Purchaser’s name on Schedule 1 hereto, which shall not exceed, in the aggregate, $1,000,000. Upon satisfaction of the conditions set forth in Sections 2.2 and 2.3, the Initial Closing shall occur will take place at the offices of FWS Xxxxxx Xxxxxx Zavis, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 or at such other location place as Buyer and the parties shall Stockholders' Representative mutually agree. Thereafter, at 10:00 A.M., local time, on any subsequent Closing Date (each a “Subsequent the Closing Date”). At the Closing, upon Buyer will pay the terms and subject to Purchase Price as follows: (a) $6.0 million (the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the Purchasers purchasing Securities on such Subsequent Closing Date, the Company agrees to sell, and each Purchaser purchasing Securities at such subsequent Closing (each a “Subsequent Closing”), severally and not jointly, agrees to purchase the principal amount "ESCROW AMOUNT") of the Debentures and a Warrant to purchase the number of Warrant Shares, set forth opposite such Purchaser’s name on Schedule 1 hereto, which Purchase Price shall not exceed, in the aggregate, $1,000,000 less the principal amount of Debentures issued and sold at all previous Closings. Notwithstanding anything herein to the contrary, any Subsequent Closing Date must occur on or before (i) the 20th calendar day following the date hereof, for any Purchasers who are holders of any of the January Debentures, or (ii) the 60th calendar day following the date hereof, for any Purchasers who are not holders of one or more of the January Debentures. Each Purchaser purchasing Securities on a Closing Date shall deliver to the Company, via be delivered by Buyer by wire transfer or a certified check, of immediately available funds equal to its Subscription Amount a mutually acceptable third party financial institution, as escrow agent (the "ESCROW AGENT") under an escrow agreement to be entered into on the Closing Date by the Stockholders' Representative, Buyer and the Company shall deliver Escrow Agent substantially in the form of attached EXHIBIT B (the "ESCROW AGREEMENT") with $2.0 million (the "EQUITY AMOUNT") of the Escrow Amount to each such Purchaser its respective Debenture and a Warrant, and secure satisfaction of the Company and each such Purchaser shall deliver the other items minimum stockholders' equity requirement set forth in Section 2.2 deliverable SECTIONS 1.4 and 1.5; and (b) the balance of the Purchase Price shall be delivered by Buyer by wire transfer of immediately available funds to such accounts as the Stockholders' Representative directs by written notice delivered to Buyer at least 2 Business Days before the Closing Date. Simultaneously with the payments described in immediately preceding clauses (a) and (b), the Stockholders will assign and transfer to Buyer good and valid title in and to the Company Stock and the CISAC Stock, free and clear of all Liens, by delivering to Buyer a certificate or certificates representing the Company Stock and the CISAC Stock, duly endorsed in blank or accompanied by duly executed stock powers endorsed in blank, with requisite stock transfer tax stamps, if any, attached. At the Closing; provided, that a particular Purchaser’s obligation there shall also be delivered to deliver funds equal the Stockholders and Buyer the opinions, certificates and other Contracts, documents and instruments to its Subscription Amount shall be deemed satisfied by such Purchaser’s deposit of the applicable Subscription Amount into the Escrow Account and Company Counsel’s disbursement of escrowed funds in accordance with the Escrow Agreement, as contemplated by Section 2.4 belowdelivered under ARTICLE IV.