Common use of Closing Mechanics Clause in Contracts

Closing Mechanics. Upon the execution and delivery of this Agreement, subject to the terms and conditions hereof, the Contemplated Transactions shall be consummated as follows: (a) On or before June 25, 2002, Xxxxx shall initiate (by instructing Xxxxx' broker in writing and causing such broker to initiate such transfer) the electronic transfer of 67,500 shares of Class A Stock, representing all uncertificated shares of the Stock, with such electronic transfer resulting in the deposit of such uncertificated shares of Stock to the following brokerage account (the "Electronic Transfer"): DB Xxxx Xxxxx, Inc. DTC # 0573 Xxxxxxx Xxxxxxx #000-00000-00 ; and (b) Upon confirmation by the Buyers that the Electronic Transfer has been consummated in accordance with Section 1.1(a) (the "Buyer Confirmation"), the Buyers shall, by the end of the first business day immediately following the day the Buyer Confirmation occurs, cause the initiation of the wire transfer of the Purchase Price to Xxxxx; and (c) Upon confirmation by Xxxxx that the wire transfer of the Purchase Price has been consummated (the "Seller Confirmation"), Xxxxx shall, by the end of the first business day immediately following the day the Seller Confirmation occurs, cause the delivery to Blank Rome Xxxxxxx & XxXxxxxx LLP ("Blank Rome"), for the benefit of Buyers, of (i) the certificates for shares of Class A Stock representing the balance of the Stock properly endorsed for transfer (including Medallion Guarantees); (ii) Releases described in Section 3 hereof, executed by Xxxxx and (iii) the Employment Settlement and Release Agreement and the Amendment to Employment Agreement (attached thereto as Exhibit "A") executed by Xxxxx (the "Hand Delivery"); and (d) Buyers shall cause the delivery, simultaneous with the Hand Delivery, to Drinker Xxxxxx & Xxxxx LLP ("Drinker") for the benefit of Xxxxx, (i) the Releases described in Section 3, executed by the various parties other than Xxxxx and (ii) the Employment Settlement and Release Agreement and the Amendment to Employment Agreement (attached thereto as Exhibit "A") executed by CTIG. (e) The parties hereto acknowledge and agree that Blank Rome and Drinker are acting as custodians on behalf of the Buyers and the Sellers, respectively. The parties hereto agree on a joint and several basis to indemnify and hold harmless Blank Rome and Drinker and their respective partners, employees and representatives against all losses, claims, liabilities, expenses (including attorneys' fees and costs of investigation) and damages arising from any error of judgment or for any act done or omitted by Blank Rome or Drinker in good faith, or for any mistake of fact or law, and each of Blank Rome and Drinker is released and exculpated from any liability hereunder except for such party's gross negligence or willful misconduct.

Closing Mechanics. Upon 10.1 Closing will take place at the execution and delivery offices of this AgreementAccura Advokatpartnerselskab, Xxxxxx Xxxxxxxxx 0, XX-0000 Xxxxxxxx, Xxxxxxx, on 29 June 2012, at 10:00 am CET, subject to Notice having been received pursuant to clause 8.2 (confirming that the terms Closing condition stated in clause 8.1(a) has been fulfilled or waived) no later than 4 Business Days prior to that date and subject to the Closing condition stated in clause 8.1(b) being satisfied on that date. If these conditions hereofhave not been fulfilled, waived or satisfied in accordance with the preceding sentence, Closing must instead take place on the fifth Business Day following the date on which the conditions in clause 8.1 have been fulfilled or waived, or such other date as mutually agreed by the Parties. 10.2 No later than 1 Business Day following the date on which Notice has been received pursuant to clause 8.2 (confirming that the Closing condition stated in clause 8.1(a) has been satisfied), the Contemplated Transactions shall be consummated as followsSeller must deliver prepayment notices to the Senior Agent (in the case of the Senior Debt) and the Mezzanine Agent (in the case of the Mezzanine Debt) and deliver copies of such notices to the Buyer. 10.3 No later than 3 Business Days prior to the Closing Date, the Seller must deliver to the Buyer: (a) On or before June 25a calculation of the Preliminary Purchase Price, 2002, Xxxxx shall initiate specified as (by instructing Xxxxx' broker in writing and causing such broker to initiate such transferi) the electronic transfer of 67,500 shares of Class A Stock, representing all uncertificated shares Enterprise Value less (ii) the Estimated Net Debt (including the Seller’s best estimate of the Stock, with such electronic transfer resulting amount in the deposit of such uncertificated shares of Stock to line item entitled “Corporate Tax Payables” in Schedule 5.1(b)) plus (iii) the following brokerage account amount by which the Estimated Working Capital exceeds the Base Working Capital or less (iv) the "Electronic Transfer"): DB Xxxx Xxxxxamount by which the Base Working Capital exceeds the Estimated Working Capital, Inc. DTC # 0573 Xxxxxxx Xxxxxxx #000-00000-00 ; andas the case may be, and less (v) the Currency Conversion Costs; (b) Upon confirmation certificates from the Senior Agent, the Mezzanine Agent, each hedging counterparty and each holder of liabilities referred to in the definition of Pay-Off Amounts, containing, in each case, (i) the amounts and currency required to effect full prepayment of each respective component of the Pay-Off Amounts, (ii) all payee account details as will be required by the Buyers that Buyer to effect payment of the Electronic Transfer has been consummated Pay-Off Amounts in accordance with Section 1.1(aclause 10.5(a) (and the "Buyer Confirmation"), the Buyers shall, by the end of the first business day immediately following the day the Buyer Confirmation occurs, cause the initiation of the wire transfer of the Purchase Price to Xxxxx; andFunds Flow Memorandum; (c) Upon confirmation by Xxxxx that the wire transfer final form of the Purchase Price has been consummated (the "Seller Confirmation"), Xxxxx shall, by the end of the first business day immediately following the day the Seller Confirmation occurs, cause the delivery to Blank Rome Xxxxxxx & XxXxxxxx LLP ("Blank Rome"), for the benefit of Buyers, of (i) the certificates for shares of Class A Stock representing the balance of the Stock properly endorsed for transfer (including Medallion Guarantees); (ii) Releases described in Section 3 hereof, executed by Xxxxx and (iii) the Employment Settlement and Release Agreement and the Amendment to Employment Agreement (attached thereto as Exhibit "A") executed by Xxxxx (the "Hand Delivery")Funds Flow Memorandum; and (d) Buyers shall cause a final draft of the deliveryClosing Memorandum. 10.4 At Closing, simultaneous with the Hand Delivery, Seller must deliver the following documents to Drinker Xxxxxx & Xxxxx LLP the Buyer: ("Drinker") for the benefit of Xxxxx, (ia) the Releases described Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights; (b) evidence that the Seller has acquired the shareholdings in Section 3the Company which prior to the date hereof were owned by Persons other than the Seller pursuant to the Management and Board Participation Programme and holds such Shares free and clear of any Third Party Rights; (c) letters of resignation in the agreed terms from the members of the boards of directors of the Group Companies who are not employees of a Group Company; (d) releases, in a form reasonably acceptable to the Buyer and Seller acting in good faith, of all Third Party Rights granted or entered into by each Group Company and such releases to be conditional only on payment of the relevant Pay-Off Amounts in each case executed by the various parties other than Xxxxx and (ii) recipients of the Employment Settlement and Release Agreement and the Amendment to Employment Agreement (attached thereto as Exhibit "A") executed by CTIG.Pay-Off Amounts; (e) The parties hereto acknowledge and agree that Blank Rome and Drinker are acting as custodians a final version of the Closing Memorandum executed on behalf of the Buyers Seller; (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the Seller; (g) confirmation that all amounts owing by a Group Company to the Seller or any of its Affiliates (other than another Group Company) have been paid (whether or not they are due); and (h) the Escrow Agreement duly executed by the Seller and the Sellers, respectively. The parties hereto agree on a joint and several basis to indemnify and hold harmless Blank Rome and Drinker and their respective partners, employees and representatives against all losses, claims, liabilities, expenses (including attorneys' fees and costs of investigation) and damages arising from any error of judgment or for any act done or omitted by Blank Rome or Drinker in good faith, or for any mistake of fact or law, and each of Blank Rome and Drinker is released and exculpated from any liability hereunder except for such party's gross negligence or willful misconductEscrow Agent.

Closing Mechanics. Upon 12.1 Closing shall, unless otherwise agreed by the execution and delivery Parties, take place at the offices of this AgreementAccura Advokat partnerselskab, Xxxxxx Xxxxxxxxx 0, XX-0000 Xxxxxxxx, Xxxxxxx, on 1 June 2015, at 10:00am subject to the terms and conditions hereofMerger Condition having been fulfilled or waived no later than 5 Business Days prior to that date. If the condition has not been fulfilled or waived prior to that date, Closing must instead take place on the date which is 5 Business Days after the Merger Condition has been fulfilled or waived, or such other date as mutually agreed by the Parties. 12.2 No later than 4 Business Days prior to the Closing Date, the Contemplated Transactions shall be consummated as followsSellers’ Representative must deliver to the Buyer: (a) On or before June 25, 2002, Xxxxx shall initiate (by instructing Xxxxx' broker in writing and causing such broker to initiate such transfer) the electronic transfer of 67,500 shares of Class A Stock, representing all uncertificated shares of the Stock, with such electronic transfer resulting in the deposit of such uncertificated shares of Stock to the following brokerage account (the "Electronic Transfer"): DB Xxxx Xxxxx, Inc. DTC # 0573 Xxxxxxx Xxxxxxx #000-00000-00 a draft Closing Memorandum; and (b) Upon confirmation a certificate from Danske Bank A/S stating (i) the amounts and currency required to effect full prepayment of the Pay-Off Amounts, and (ii) all payee account details as will be required by the Buyers that Buyer to effect payment of the Electronic Transfer has been consummated Pay-Off Amounts in accordance with Section 1.1(aclause 12.5(b) and, in a form acceptable to the Buyer acting reasonably, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and released. 12.3 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (the "“Preliminary Purchase Price Calculation”). The Buyer Confirmation"may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to the Buyer all information and data reasonably requested by the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith and, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Buyers shall, Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the end Sellers’ Representative on the Closing Date on behalf of the first business day immediately following Sellers and confirming that to the day knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer Confirmation occurs, cause is entered as the initiation owner of the wire transfer Shares free from any Third Party Rights; (c) letters of resignation from each member of the Purchase Price to Xxxxxboard of directors of the Company; (d) the Escrow Agreement duly executed by the Sellers; (e) a final version of the Closing Memorandum executed on behalf of the Sellers; and (cf) Upon confirmation by Xxxxx that the wire transfer evidence of the Purchase Price has been consummated (the "Seller Confirmation"), Xxxxx shall, by the end authority of the first business day immediately following individual(s) signing the day the Seller Confirmation occurs, cause the delivery to Blank Rome Xxxxxxx & XxXxxxxx LLP ("Blank Rome"), for the benefit of Buyers, of (i) the certificates for shares of Class A Stock representing the balance of the Stock properly endorsed for transfer (including Medallion Guarantees); (ii) Releases described in Section 3 hereof, executed by Xxxxx and (iii) the Employment Settlement and Release Agreement and the Amendment to Employment Agreement (attached thereto as Exhibit "A") executed by Xxxxx (the "Hand Delivery"); and (d) Buyers shall cause the delivery, simultaneous with the Hand Delivery, to Drinker Xxxxxx & Xxxxx LLP ("Drinker") for the benefit of Xxxxx, (i) the Releases described in Section 3, executed by the various parties other than Xxxxx and (ii) the Employment Settlement and Release Agreement and the Amendment to Employment Agreement (attached thereto as Exhibit "A") executed by CTIG. (e) The parties hereto acknowledge and agree that Blank Rome and Drinker are acting as custodians Closing Memorandum on behalf of the Buyers and the Sellers, respectively. The parties hereto agree on a joint and several basis to indemnify and hold harmless Blank Rome and Drinker and their respective partners, employees and representatives against all losses, claims, liabilities, expenses (including attorneys' fees and costs of investigation) and damages arising from any error of judgment or for any act done or omitted by Blank Rome or Drinker in good faith, or for any mistake of fact or law, and each of Blank Rome and Drinker is released and exculpated from any liability hereunder except for such party's gross negligence or willful misconduct.

Closing Mechanics. Upon the execution and delivery of this Agreement, subject to the terms and conditions hereof, the Contemplated Transactions shall be consummated as follows: (a) On or before June 25, 2002, Xxxxx the Sellers shall initiate (by instructing Xxxxx' broker their respective brokers in writing and causing such broker brokers to initiate such transfer) the electronic transfer of 67,500 44,800 shares of Class A StockStock (2,800 shares owned by Xxxxxx and 42,000 shares owned by Xxxx), representing all uncertificated shares of the Stock, with such electronic transfer resulting in the deposit of such uncertificated shares of Stock to the following brokerage account (the "Electronic Transfer"): DB Xxxx Xxxxx, Inc. DTC # 0573 Xxxxxxx Xxxxxxx #000-00000-00 ; and (b) Upon confirmation by the Buyers Buyer that the Electronic Transfer has been consummated in accordance with Section 1.1(a) (the "Buyer Confirmation"), the Buyers Buyer shall, by the end of the first business day immediately following the day the Buyer Confirmation occurs, cause the initiation of the wire transfer of the Purchase Price to Xxxxxthe Sellers; and (c) Upon confirmation by Xxxxx the Sellers that the wire transfer of the Purchase Price has been consummated (the "Seller Confirmation"), Xxxxx the Sellers shall, by the end of the first business day immediately following the day the Seller Confirmation occurs, cause the delivery to Blank Rome Xxxxxxx & XxXxxxxx LLP ("Blank Rome"), for the benefit of Buyersthe Buyer, of (i) the certificates for shares of Class A Stock representing the balance of the Stock properly endorsed for transfer (including Medallion Guarantees); (ii) Releases described in Section 3 hereof, executed by Xxxxx and (iii) the Employment Settlement and Release Agreement and the Amendment to Employment Agreement (attached thereto as Exhibit "A") executed by Xxxxx (the "Hand Delivery"); and. (d) Buyers shall cause the delivery, simultaneous with the Hand Delivery, to Drinker Xxxxxx & Xxxxx LLP ("Drinker") for the benefit of Xxxxx, (i) the Releases described in Section 3, executed by the various parties other than Xxxxx and (ii) the Employment Settlement and Release Agreement and the Amendment to Employment Agreement (attached thereto as Exhibit "A") executed by CTIG. (e) The parties hereto acknowledge and agree that Blank Rome and Drinker are acting as custodians on behalf of the Buyers Buyer and the Sellers, respectively. The parties hereto agree on a joint and several basis to indemnify and hold harmless Blank Rome and Drinker and their respective partners, employees and representatives against all losses, claims, liabilities, expenses (including attorneys' fees and costs of investigation) and damages arising from any error of judgment or for any act done or omitted by Blank Rome or Drinker in good faith, or for any mistake of fact or law, and each of Blank Rome and Drinker is released and exculpated from any liability hereunder except for such party's gross negligence or willful misconduct.

Closing Mechanics. Upon Subject to the execution and delivery satisfaction of the conditions set forth in this Agreement, subject the closing of the purchase by the Investor of Shares (a "CLOSING") shall occur on the date which is five (5) Business Days following the applicable Put Notice Date (or such other date as is mutually agreed to by the Company and the Investor) (a "CLOSING DATE") at the offices of Troop Steuber Pasich Reddick & Toxxx XXX, 0000 Xxxxxxx Parx Xxxt, 24tx Xxxxx, Xxx Xxxxxxx, XX 00000 ("XXXXX XXXXXXX"). Xx xxxxt one Busxxxxx Xay prior to each Closing, the Company shall deliver (or cause to be delivered) into escrow with Troop Steuber (1) the certificatex, xxxxstered in the name of the Investor, representing the Shares to be issued and sold to the terms Investor at such Closing and conditions meeting the requirements of Section 4 hereof; (2) the certificate contemplated by Section 6(c) hereof; (3) the legal opinion contemplated by Section 6(d) hereof; (4) all other documents, instruments and writings required to be delivered by it pursuant to the Transaction Documents in order to effect a Closing hereunder; (5) the Trinity Certificates (as defined below); and (6) a writing, executed by each of the Investor and the Company as to the number of Shares to be issued and sold at such Closing and the Purchase Price to be paid therefor by the Investor (the items contemplated by clauses (1) through (6) above are collectively referred to as the "COMPANY REQUIRED ITEMS"). Troop Steuber shall notify each ox xxx Xompany, the Contemplated Transactions shall be consummated as follows: Investor and Trinity Capital Advisors, Inc. (a"TRINITY") On or before June 25, 2002, Xxxxx shall initiate (by instructing Xxxxx' broker in writing and causing such broker to initiate such transfer) on the electronic transfer of 67,500 shares of Class A Stock, representing Business Day it receives all uncertificated shares of the StockCompany Required Items relating to such Closing. If Troop Steuber shall have provided xxxx xotice by the Closing, with such electronic transfer resulting in then, provided that the deposit of such uncertificated shares of Stock other conditions to the following brokerage account Investor's obligation to purchase Shares hereunder shall have been satisfied or appropriately waived, the Investor shall deliver (the "Electronic Transfer"): DB Xxxx Xxxxx, Inc. DTC # 0573 Xxxxxxx Xxxxxxx #000-00000-00 ; and (b) Upon confirmation by the Buyers that the Electronic Transfer has been consummated in accordance with Section 1.1(aor cause to be delivered) (x) to the "Buyer Confirmation")Company, the Buyers shallPurchase Price for the Shares to be issued and sold at such Closing, less the amounts contemplated by the end of the first business day immediately clauses (y) and (z) following the day the Buyer Confirmation occursthis clause (x); (y) to Trinity, cause the initiation of the wire transfer (A) an amount equal to 3% of the Purchase Price for the Shares to Xxxxxbe issued and sold at such Closing and (B) certificates, registered in the name of Trinity, representing a number of shares of Common Stock having an aggregate Market Price as of the Put Notice Date equal to 2% of the aggregate Purchase Price of the Shares to be issued and sold at such Closing, which certificates shall meet the requirements of Section 4 hereof (the "TRINITY CERTIFICATES"); and and (cz) Upon to Troop Steuber, $500.00. Notwithstxxxxxx the foregoing, if the Company is requested by the Investor to deliver Shares via electronic book-entry through The Depository Trust Company ("DTC"), then the parties hereto shall cooperate with one another and with DTC in order to facilitate such delivery and to amend the provisions of this Section in order to facilitate a smooth Closing whereby the risk of loss as to delivery of Purchase Price and Shares in a Closing is not materially adjusted. The parties hereto understand and agree that Troop Steuber will not release thx Xxxxxny Required Items to the Investor prior to its receipt of written confirmation by Xxxxx from the Company that the wire transfer Company has received the net proceeds from the sale of the Shares to have been sold at such Closing; provided, however, if the Company does not confirm such receipt by 5:00 p.m. Eastern Time on the Business Day following the Closing Date, the parties hereby direct Troop Steuber to deliver the Compxxx Xxxuired Items to the Investor at such time as Troop Steuber receives written evxxxxxx from the institution from which the Purchase Price has been consummated (the "Seller Confirmation"), Xxxxx shall, by the end of the first business day immediately following the day the Seller Confirmation occurs, cause the delivery to Blank Rome Xxxxxxx & XxXxxxxx LLP ("Blank Rome"), for the benefit of Buyers, of (i) the certificates for shares of Class A Stock representing the balance of the Stock properly endorsed for transfer (including Medallion Guarantees); (ii) Releases described in Section 3 hereof, executed by Xxxxx and (iii) the Employment Settlement and Release Agreement and the Amendment to Employment Agreement (attached thereto as Exhibit "A") executed by Xxxxx (the "Hand Delivery"); and (d) Buyers shall cause the delivery, simultaneous with the Hand Delivery, to Drinker Xxxxxx & Xxxxx LLP ("Drinker") for the benefit of Xxxxx, (i) the Releases described in Section 3, executed by the various parties other than Xxxxx and (ii) the Employment Settlement and Release Agreement and the Amendment to Employment Agreement (attached thereto as Exhibit "A") executed by CTIG. (e) The parties hereto acknowledge and agree that Blank Rome and Drinker are acting as custodians was delivered on behalf of the Buyers Investor that funds equal to the amount required hereunder to be delivered to the Company as payment of the Shares to have been sold at such Closing were delivered in accordance with the wire instructions provided by the Company for such purpose (a federal wire number for the correct amount and in accordance with the Sellers, respectivelywire instructions provided by the Company for such purpose shall be conclusive evidence of the Company's receipt). The Each of the parties hereto agree on a joint hereby agrees jointly and several basis severally to indemnify and hold harmless Blank Rome Troop Steuber and Drinker and their respective partnersits members, employees emxxxxxxx, agents and representatives against from any and all losses, claims, liabilities, costs or expenses (including attorneys' fees and costs of investigation) and damages in any way arising from or relating to the performance of its duties hereunder and agrees that Troop Steuber shall not have any error xxxxxxxty hereunder other than as arising solely from its willful misconduct in performing its duties hereunder. The parties hereto understand and agree that Troop Steuber may, at any time upxx xxx Business Days prior written notice to the parties hereto, resign from its duties and obligations hereunder without recourse to any party. The Investor further understands and agrees that Troop Steuber acts as legal counsxx xx xhe Company in connection with the transactions contemplated hereby and may, from time to time, represent the Company in other matters, including such matters as may directly or indirectly be adverse to the interests of judgment or for the Investor. The Investor consents to such representation and waives any act done or omitted by Blank Rome or Drinker claim that such representation represents a conflict of interest on the part of Troop Steuber. The Investor underxxxxxx that the Company and Troop Steuber are relying explicixxx xx the foregoing provision in good faith, or for any mistake of fact or law, and each of Blank Rome and Drinker is released and exculpated from any liability hereunder except for such party's gross negligence or willful misconductconnection with the Company entering into this Agreement.

Closing Mechanics. Upon 11.1 Closing will take place at the execution and delivery offices of this AgreementAccura Advokatpartnerselskab, subject Xxxxxx Xxxxxxxxx 0, 0000 Xxxxxxxx, Xxxxxxx, on 6 October 2021, at 10:00 am CET, provided that if the Closing conditions stated in clause 9.1 have all been fulfilled or waived prior to such date, Closing must instead take place on the 10th Business Day after the last of such Closing conditions have been fulfilled or waived. If the Closing conditions stated in clause 9.1 have not been fulfilled or waived prior to such date, Closing must instead take place on the 10th Business Day following the date on which all the Closing conditions in clause 9.1 have been fulfilled or waived, or such other date as mutually agreed in writing by the Parties. 11.2 No later than 10 Business Days prior to the terms and conditions hereofClosing Date, the Contemplated Transactions shall be consummated as followsSellers' Representative must deliver to the Buyer: (a) On or before June 25, 2002, Xxxxx shall initiate a certificate from the relevant lenders of the Secured Debt stating (by instructing Xxxxx' broker in writing and causing such broker to initiate such transferi) the electronic transfer of 67,500 shares of Class A Stock, representing all uncertificated shares amounts and currency required to effect full prepayment of the StockPay Off Amounts, and (ii) all payee account details as will be required by the Buyer to effect payment of the Pay Off Amounts in accordance with such electronic transfer resulting clause 11.5(a) and in a form acceptable to the Buyer acting reasonably, confirming finally and irrevocably and with binding effect each of the relevant lenders of the Secured Debt, that (iii) subject to performance of the payment instructions as set out in the deposit certificate all Third Party Rights in respect of such uncertificated shares of Stock the Secured Debt shall be deemed to the following brokerage account (the "Electronic Transfer"): DB Xxxx Xxxxx, Inc. DTC # 0573 Xxxxxxx Xxxxxxx #000-00000-00 ; andbe fully and finally discharged and released; (b) Upon confirmation by the Buyers that the Electronic Transfer has been consummated in accordance with Section 1.1(a) (the "Buyer Confirmation"), the Buyers shall, by the end copies of the first business day immediately following the day the Buyer Confirmation occursexecuted Drag-Along Acknowledgements(s) received from Minority Shareholders, cause the initiation of the wire transfer of the Purchase Price to Xxxxx; and (c) Upon confirmation by Xxxxx a draft of the Closing Memorandum. 11.3 At Closing, the Sellers' Representative must deliver the following: (a) the Company's original register of shareholders evidencing that the wire transfer of the Purchase Price Buyer has been consummated (duly entered as the "Seller Confirmation"), Xxxxx shall, by the end of the first business day immediately following the day the Seller Confirmation occurs, cause the delivery to Blank Rome Xxxxxxx & XxXxxxxx LLP ("Blank Rome"), for the benefit of Buyers, owner of (i) all Shares owned by the certificates for shares of Class A Stock representing the balance of the Stock properly endorsed for transfer (including Medallion Guarantees); Majority Sellers and (ii) Releases described all Shares owned by the Minority Shareholders free from any Third Party Rights; (b) transcripts of the Company's subsidiaries’ registers of shareholders, share certificates or other similar documentation evidencing the Company’s full and unrestricted direct or indirect ownership to the shares and/or interests held by the Company directly or indirectly in Section 3 hereof, each of the subsidiaries free and clear of any Third Party Rights; (c) letters of resignation from the relevant members of the boards of directors of the Group Companies who are not elected by the employees of the Group Companies; (d) releases of any Third Party Rights or other securities granted or accepted in relation to the Secured Debt and such releases to be conditional only on payment of the Pay Off Amounts in accordance with the notification pursuant to clause 11.2(a); (e) deliver an electronic copy (USB) of the Due Diligence Information as of Signing; (f) a written confirmation that a Bring Down of Disclosures has been performed and setting forth the results thereof; (g) duly executed statement by the Sellers’ Representatives that no Leakage has occurred; (h) the Closing Memorandum executed by Xxxxx and (iii) the Employment Settlement and Release Agreement and the Amendment to Employment Agreement (attached thereto as Exhibit "A") executed by Xxxxx (the "Hand Delivery")Sellers' Representative; and (d) Buyers shall cause the delivery, simultaneous with the Hand Delivery, to Drinker Xxxxxx & Xxxxx LLP ("Drinker") for the benefit of Xxxxx, (i) evidence of the Releases described in Section 3, executed by authority of the various parties other than Xxxxx and (iiPerson(s) signing the Employment Settlement and Release Agreement and the Amendment to Employment Agreement (attached thereto as Exhibit "A") executed by CTIG. (e) The parties hereto acknowledge and agree that Blank Rome and Drinker are acting as custodians Closing Memorandum on behalf of the Buyers and the Sellers, respectively. The parties hereto agree on a joint and several basis to indemnify and hold harmless Blank Rome and Drinker and their respective partners, employees and representatives against all losses, claims, liabilities, expenses (including attorneys' fees and costs of investigation) and damages arising from any error of judgment or for any act done or omitted by Blank Rome or Drinker in good faith, or for any mistake of fact or law, and each of Blank Rome and Drinker is released and exculpated from any liability hereunder except for such party's gross negligence or willful misconductRepresentative.