Common use of Deliveries by the Buyer Clause in Contracts

Deliveries by the Buyer. On the Closing Date, the Buyer will deliver, or cause to be delivered, to the Company and the Shareholder the following: (A) The Purchase Price by delivery of certificates for the four hundred fifty thousand (450,000) shares of Common Stock and Four Million Nine Hundred Eighty-four Thousand Five Hundred Sixteen Dollars ($4,984,516) as calculated on Exhibit A hereto, by cash, or certified or official bank check payable to the order of the Company, or by wire transfer of federal funds to the account of the Company, as the Company and Shareholder shall direct in writing on or before the Closing Date; provided, however, Buyer may, upon written agreement of all parties hereto, deduct from the cash portion of the Purchase Price and pay directly amounts due any creditor of the Company, including, without limitation, the Tax Liabilities (but excluding any amounts due for any of the Assumed Liabilities), in which event, evidence of such payment shall be presented at the Closing. Notwithstanding the foregoing, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of Common Stock shall be delivered to the Escrow Agent to be held in accordance with the terms of the Indemnity Escrow Agreement, and one hundred fifty thousand (150,000) shares of Common Stock shall be delivered to the Escrow Agent to be held in accordance with the terms of the Revenue Shortfall Escrow Agreement. (B) Such instruments of assignment and assumption executed by the Buyer, as the parties hereto reasonably may determine necessary to effectuate the assignment to the Buyer of the Business Agreements and the assumption by Buyer of the Assumed Liabilities. (C) The Indemnity Escrow Agreement and the Revenue Shortfall Escrow Agreement, each duly executed by the Buyer and the Escrow Agent. (D) The Employment Agreement executed by Buyer. (E) Resolution of the Board of Directors of Buyer and Parent, authorizing the execution of this Agreement and other documents contemplated hereby and the transactions contemplated hereby. (F) Certificates issued by Parent to the Company or its designee, representing the Common Stock for that portion of the Purchase Price to be paid in Common Stock, which certificate shall be properly legended to reflect that the Common Stock represented thereby has not been registered under the Securities Act of 1933, as amended, and are subject to the terms of the Right of First Refusal Agreement. (G) The Right of First Refusal Agreement duly executed by Parent. (H) The Subscription Agreement duly executed by Parent.

Deliveries by the Buyer. On the Closing Date, the Buyer will deliver, or cause to be delivered, to the Company and the Shareholder the following: (A) The Purchase Price by delivery of certificates for the four hundred fifty thousand (450,000) shares of Common Stock and Four Million Nine Hundred Eighty-four Thousand Five Hundred Sixteen Dollars ($4,984,516) as calculated on Exhibit A hereto, by cash, or certified or official bank check payable to the order of the Company, or by wire transfer of federal funds to the account of the Company, as the Company and Shareholder shall direct in writing on or before the Closing Date; provided, however, Buyer may, upon written agreement of all parties hereto, deduct from the cash portion of the Purchase Price and pay directly amounts due any creditor of the Company, including, without limitation, the Tax Liabilities (but excluding any amounts due for any of the Assumed Liabilities), in which event, evidence of such payment shall be presented at the Closing. Notwithstanding Closing and Buyer may deduct from the foregoing, one hundred twenty thousand (120,000) Purchase Price the aggregate amount of the four hundred fifty thousand (450,000) shares of Common Stock shall be delivered Deferred Revenues with respect to the Escrow Agent to be held Business as set forth on a balance sheet for the Business as at the Closing Date prepared in accordance with the terms of the Indemnity Escrow Agreement, and one hundred fifty thousand (150,000) shares of Common Stock shall be delivered to the Escrow Agent to be held in accordance with the terms of the Revenue Shortfall Escrow Agreementgenerally accepted accounting principles. (B) Such instruments of assignment and assumption executed by the Buyer, as the parties hereto reasonably may determine necessary to effectuate the assignment to the Buyer of the Business Agreements and the assumption by Buyer of the Assumed Liabilities. (C) The Indemnity Escrow Transitional Services Agreement in substantially the form attached hereto as Exhibit N and the Co-Location Agreement (HomeCom) in substantially the form attached hereto as Exhibit O, each executed by the Buyer. (D) Resolution of the Board of Directors of Buyer, authorizing the execution of this Agreement and the Revenue Shortfall transactions contemplated hereby. (E) The opinion of outside counsel to the Buyer, in a form reasonably acceptable to the Company and its counsel. (F) The Escrow AgreementAgreement in substantially the form attached hereto as Exhibit Q, each duly executed by the Buyer and the Escrow Agent. (D) The Employment Agreement executed by Buyer. (E) Resolution of the Board of Directors of Buyer and Parent, authorizing the execution of this Agreement and other documents contemplated hereby and the transactions contemplated hereby. (F) Certificates issued by Parent to the Company or its designee, representing the Common Stock for that portion of the Purchase Price to be paid in Common Stock, which certificate shall be properly legended to reflect that the Common Stock represented thereby has not been registered under the Securities Act of 1933, as amended, and are subject to the terms of the Right of First Refusal Agreement. (G) The Right of First Refusal Agreement duly executed by Parent. (H) The Subscription Agreement duly executed by Parent.

Deliveries by the Buyer. On the Closing Date, the Buyer will deliver, or cause to be delivered, to the Company and the Shareholder Shareholders the following: (A) The Purchase Price by delivery of certificates for the four hundred fifty thousand (450,000) shares of Common Stock and Four Million Nine Hundred Eighty-four Thousand Five Hundred Sixteen Dollars ($4,984,516) as calculated on Exhibit A heretoDown Payment, by cash, or certified or official bank check payable to the order of the Company, or by wire transfer of federal funds to the account of the Company, as the Company and Shareholder shall direct in writing on or before the Closing Date; provided, however, Buyer may, upon written agreement of all parties hereto, deduct from the cash portion of the Purchase Price and pay directly amounts due any creditor of the Company, including, without limitation, the Tax Liabilities (but excluding any amounts due for any of the Assumed Liabilities), in which event, evidence of such payment shall be presented at the Closing. Notwithstanding the foregoing, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of Common Stock shall be delivered to the Escrow Agent to be held in accordance with the terms of the Indemnity Escrow Agreement, and one hundred fifty thousand (150,000) shares of Common Stock shall be delivered to the Escrow Agent to be held in accordance with the terms of the Revenue Shortfall Escrow Agreement. (B) Such instruments of assignment and assumption executed by the Buyer, as the parties hereto reasonably may determine necessary to effectuate the assignment to the Buyer of the Business Agreements and the assumption by Buyer of the Assumed Liabilities. (C) The Indemnity Purchase Price Escrow Agreement and the Revenue Shortfall Indemnity Escrow Agreement, each Agreement duly executed by the Buyer and the Escrow Agent. (D) The Employment Consulting Agreement executed by BuyerParent. (E) Resolution of the Board of Directors of Buyer and ParentBuyer, authorizing the execution of this Agreement and other documents contemplated hereby and the transactions contemplated hereby. (F) Certificates The Subscription Agreement executed by Parent. (G) The Right of First Refusal Agreement executed by Parent. (H) A certificate issued by Parent to the Company or its designee, Thomxx Xxxxxxx xxx Pamexx Xxxasy representing the shares of Common Stock for that portion of the Purchase Price agreed to be paid in Common Stockdelivered pursuant to the Consulting Agreement, which certificate shall be properly legended to reflect that the Common Stock represented thereby has not been registered under the Securities Act of 1933, 1933 as amended, and are is subject to the terms of the Right of First Refusal Agreement. (GI) The Right of First Refusal Consent to a press release in form satisfactory to the Company and Buyer relating to this Agreement duly executed by Parentand the transactions contemplated hereby. (H) The Subscription Agreement duly executed by Parent.

Deliveries by the Buyer. On the Closing Date, the Buyer will deliver, or cause to be delivered, to the Company and the Shareholder the Dabbx xxx following: (A) The Purchase Price by delivery of certificates for the four hundred fifty thousand (450,000) shares of Common Stock and Four Million Nine Hundred Eighty-four Thousand Five Hundred Sixteen Dollars ($4,984,516) as calculated on Exhibit A hereto, by cash, or certified or official bank check payable to the order of the Company, or by wire transfer of federal funds to the account of the Company, as the Company and Shareholder shall Dabbx xxxll direct in writing on or before the Closing Date; provided, however, Buyer may, upon written agreement of all parties hereto, deduct from the cash portion of the Purchase Price and pay directly amounts due any creditor of the Company, including, without limitation, the Tax Liabilities (but excluding any amounts due for any of the Assumed Liabilities), in which event, evidence of such payment shall be presented at the Closing. Notwithstanding the foregoing, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of Common Stock shall be delivered to the Escrow Agent to be held in accordance with the terms of the Indemnity Escrow Agreement, and one hundred fifty thousand (150,000) shares of Common Stock shall be delivered to the Escrow Agent to be held in accordance with the terms of the Revenue Shortfall Escrow Agreement. (B) Such instruments of assignment and assumption executed by the Buyer, as the parties hereto reasonably may determine necessary to effectuate the assignment to the Buyer of the Business Agreements and the assumption by Buyer of the Assumed Liabilities. (C) The Indemnity Escrow Agreement and the Revenue Shortfall Escrow Agreement, each duly executed by the Buyer and the Escrow Agent. (D) The Employment Agreement executed by BuyerParent. (E) Resolution The legal opinion of counsel to the Board of Directors of Buyer and Parent, authorizing in a form acceptable to the execution of this Agreement Company and other documents contemplated hereby and the transactions contemplated herebyits counsel. (F) Certificates issued by Parent Payment in the form of a check made payable to the Company or for fifty (50%) of expenses paid by the Company to its designee, representing the Common Stock for that portion landlords of the Purchase Price to be paid two Sites listed on Exhibit A, or such landlords' respective attorneys or agents, in Common Stock, which certificate shall be properly legended to reflect that connection with obtaining each of the Common Stock represented thereby has not been registered under the Securities Act of 1933, as amended, and are subject Landlord's consent to the terms assignment to Buyer of the Right of First Refusal Agreementrespective real estate leases concerning such Sites. (G) The Right of First Refusal Agreement duly executed by Parent. (H) The Subscription Agreement duly executed by Parent.