Common use of Deliveries of Buyer at Closing Clause in Contracts

Deliveries of Buyer at Closing. At the Closing, Buyer shall deliver or cause to be delivered to the Sellers: (a) this Agreement, duly executed by Buyer; (b) the Escrow Agreement, duly executed by the Buyer; (c) the certificate referred to in Section 8.2(a); (d) by wire transfer of immediately available funds, the Initial Purchase Price, less (i) the Escrow Deposit, (ii) any amounts owed to the Company pursuant to all Shareholder Notes or any other indebtedness of the Sellers to the Company, (iii) payment of transaction costs as directed by Sellers, and (iv) payments to Xxxxx Fargo Business Credit, Inc. as directed by Sellers, to an account or accounts designated by the Sellers not less than two Business Days prior to the Closing Date, which amount shall be disbursed to the Sellers in the respective amounts set forth in Exhibit A under the column "Amount of Initial Purchase Price Paid at Closing" set forth opposite each Seller's name; (e) by wire transfer of immediately available funds, the Escrow Deposit, to an account designated by the Escrow Agent; and (f) notation by the Company on the Shareholder Notes releasing the Employee Sellers from all obligations and liabilities arising from or related to the Shareholder Notes and reflecting payment in full of the respective amounts due to the Company pursuant to the Shareholder Notes. "Shareholder Notes" shall mean (i) that certain Promissory Note dated September 13, 2004 made by Xxxxxxxx X. Xxxxx to the Company in the principal sum of $450,000; (ii) that certain Non-Negotiable Cognovit Promissory Note dated November 20, 2004 made by Xxxx Xxxxx, as Maker, to the Company, as Payee, with a principal sum of $324,987; (iii) that certain Non-Negotiable Cognovit Promissory Note dated December 19, 2002, made by Xxxxxxx X. Xxxxxxxx, as Maker, to the Company, as Payee, with a principal sum of $137,502.75; and (iv) that certain Non-Negotiable Cognovit Promissory Note dated December 19, 2002, made by Xxxxxx Xxxxxx, as Maker, to the Company, as Payee, with a principal sum of $137,502.

Deliveries of Buyer at Closing. At Buyer shall, and shall cause the Company or such other Person as indicated below to, deliver to Parent and the Shareholder at Closing, Buyer shall deliver or cause to be delivered to the Sellers: (a) All Governmental Authorizations and all approvals, waivers, consents and notices of any other Person necessary for the consummation by Buyer of the transactions contemplated by this Agreement, duly executed by Buyer; (b) A certificate of the Escrow AgreementSecretary of Buyer in the form of Exhibit B attached hereto certifying as to certain matters, duly executed including the incumbency of certain officers and copies of the resolutions adopted by the BuyerBoard of Directors of Buyer authorizing and approving the transactions contemplated hereby, the execution of this Agreement and the other agreements to be executed and delivered by Buyer pursuant to the terms hereof, and the consummation of the transactions contemplated hereby; (c) A certificate of good standing issued by the certificate referred to Secretary of State of Delaware demonstrating that Buyer is in Section 8.2(a)good standing; (d) A copy of the Certificate of Designation as filed with the Secretary of State of Delaware; (i) A copy of Buyer's letter of direction to its transfer agent directing such transfer agent to issue a certificate representing the Buyer Common Stock constituting the Closing Consideration to the Shareholder and a temporary certificate representing the Buyer Common Stock constituting the Closing Consideration, which temporary certificate will be returned to Buyer for cancellation immediately upon receipt by wire the Shareholder of the Certificate issued by Buyer's transfer agent, and (ii) a certificate representing the Buyer Preferred Stock constituting the Closing Consideration; (f) A marketing agreement, in the form attached hereto as Exhibit C (the "Marketing Agreement"), executed by the Company; (g) A stockholders' agreement, in the form attached hereto as Exhibit E (the "Stockholders' Agreement"), executed by Buyer, H.Irwin Levy and Maurice Halperin xxx xxxxxxn of immediately available fundstxxxx xxxxxxxxxx Affiliates; (h) An employment agreement, in the Initial Purchase Priceform attached hereto as Exhibit F (the "Gates Employment Agreement"), less executed by the Company; (i) A Registration Rights Agreement, in the form attached hereto as Exhibit G (the "Registration Rights Agreement"), executed by Buyer, which will provide, among other things, that (i) the Escrow DepositShareholder shall be entitled to (A) one (1) demand registration with respect to the Common Shares, the Conversion Shares, the Earn Out Shares, if any, and the Option Shares at any time after Buyer is eligible to file a registration statement on Form S-3, which registration statement will remain effective until the earliest of (x) the sale of the shares pursuant to such registration statement, (y) the date on which all of the shares become eligible for sale pursuant to Rule 144 under the Securities Act during a three month period and (z) the date the shares are transferred to any Person other than an Affiliate of the Shareholder, and (B) unlimited piggyback registration rights; and (ii) Buyer will pay all expenses of any amounts owed to the Company pursuant to all Shareholder Notes or such registration, other than any other indebtedness of the Sellers to the Company, (iii) payment of transaction costs as directed by Sellers, underwriting discounts and (iv) payments to Xxxxx Fargo Business Credit, Inc. as directed by Sellers, to an account or accounts designated commissions which shall be borne by the Sellers not less than two Business Days prior to the Closing Date, which amount shall be disbursed to the Sellers in the respective amounts set forth in Exhibit A under the column "Amount of Initial Purchase Price Paid at Closing" set forth opposite each Seller's nameShareholder; (ej) An Irrevocable Proxy, in the form attached hereto as Exhibit H, executed by wire transfer H.Irwin Levy and Maurice Halperin anx xxxxxxx of immediately available fundsthxxx xxxxxxxxxx Xffiliates; (k) A convertible promissory note, in the Escrow Depositform attached hereto as Exhibit I, to an account designated executed by Buyer in favor of Halco Investments, L.C. in exchange for the Escrow Agentcurrently outstanding note held by Halco Investments, L.C.; (l) A current draft of the contract with Adaptec, attached hereto as Exhibit J; (m) A Working Capital Assurance Agreement, in the form attached hereto as Exhibit K, executed by Hilcoast Development Corp. and Buyer; and (fn) notation The Sublicense Agreement, executed by the Company on the Shareholder Notes releasing the Employee Sellers from all obligations and liabilities arising from or related to the Shareholder Notes and reflecting payment in full of the respective amounts due to the Company pursuant to the Shareholder Notes. "Shareholder Notes" shall mean (i) that certain Promissory Note dated September 13, 2004 made by Xxxxxxxx X. Xxxxx to the Company in the principal sum of $450,000; (ii) that certain Non-Negotiable Cognovit Promissory Note dated November 20, 2004 made by Xxxx Xxxxx, as Maker, to the Company, as Payee, with a principal sum of $324,987; (iii) that certain Non-Negotiable Cognovit Promissory Note dated December 19, 2002, made by Xxxxxxx X. Xxxxxxxx, as Maker, to the Company, as Payee, with a principal sum of $137,502.75; and (iv) that certain Non-Negotiable Cognovit Promissory Note dated December 19, 2002, made by Xxxxxx Xxxxxx, as Maker, to the Company, as Payee, with a principal sum of $137,502.

Deliveries of Buyer at Closing. At the Closing, the Buyer shall shall, as indicated below, deliver or cause to be delivered made available to Buyer the Sellersfollowing original completed documents, dated as of the Closing Date (unless otherwise noted below), executed by the persons who are parties thereto, as applicable: (a) originally-executed copies of this Agreement, duly executed signed by the President of Buyer and attested to by the Secretary of the Buyer; (b) executed originals of the Escrow Employment Agreements, signed by both an authorized executive officer of the Company and the consultant or employee thereunder; (c) all required consents and approvals from Governments and third parties; (d) a Certificate, signed by the Secretary of the Buyer, attaching thereto, and certifying as true and correct, (i) copies of resolutions duly passed by the Board of Directors of Buyer approving the entry of the Buyer into this Agreement, and authorizing the Buyer to perform all of its obligations thereunder; (ii) the Articles of Incorporation of the Buyer, including all amendments thereto, and (iii) the Bylaws of the Buyer, including all amendments thereto; (e) a certificate of good standing of the Buyer, dated within twenty-five (25) Business Days of the Closing Date, from the Nevada Secretary of State; (f) the certificate required of the Buyer's President, pursuant to Section 8.1 of this Agreement; (g) the Note duly executed by the President and Secretary of the Buyer; (ch) the certificate referred to in Section 8.2(a); (d) Pledge Agreement duly executed by wire transfer of immediately available funds, the Initial Purchase Price, less (i) the Escrow Deposit, (ii) any amounts owed to the Company pursuant to all Shareholder Notes or any other indebtedness President and Secretary of the Sellers to the Company, (iii) payment of transaction costs as directed by Sellers, and (iv) payments to Xxxxx Fargo Business Credit, Inc. as directed by Sellers, to an account or accounts designated by the Sellers not less than two Business Days prior to the Closing Date, which amount shall be disbursed to the Sellers in the respective amounts set forth in Exhibit A under the column "Amount of Initial Purchase Price Paid at Closing" set forth opposite each Seller's name; (e) by wire transfer of immediately available funds, the Escrow Deposit, to an account designated by the Escrow AgentBuyer; and (f) notation by the Company on the Shareholder Notes releasing the Employee Sellers from all obligations and liabilities arising from or related to the Shareholder Notes and reflecting payment in full of the respective amounts due to the Company pursuant to the Shareholder Notes. "Shareholder Notes" shall mean (i) that certain Promissory Note dated September 13such other customary documents, 2004 made instruments or certificates as shall be reasonably requested by Xxxxxxxx X. Xxxxx to Buyer and as shall be consistent with the Company in the principal sum terms of $450,000; (ii) that certain Non-Negotiable Cognovit Promissory Note dated November 20, 2004 made by Xxxx Xxxxx, as Maker, to the Company, as Payee, with a principal sum of $324,987; (iii) that certain Non-Negotiable Cognovit Promissory Note dated December 19, 2002, made by Xxxxxxx X. Xxxxxxxx, as Maker, to the Company, as Payee, with a principal sum of $137,502.75; and (iv) that certain Non-Negotiable Cognovit Promissory Note dated December 19, 2002, made by Xxxxxx Xxxxxx, as Maker, to the Company, as Payee, with a principal sum of $137,502.this Agreement

Deliveries of Buyer at Closing. At the Closing, Buyer shall deliver or cause to be delivered to the SellersSeller: (a) the Closing Payment and the Escrow Deposit, in accordance with Section 2.2; (b) an Assignment and Assumption Agreement for the Assumed Liabilities, in form and substance customary for transactions of this type and reasonably acceptable to the Parties, duly executed by Buyer; (c) the Assignment and Assumption of Leases, in form and substance reasonably acceptable to the Parties, duly executed by Buyer; (d) unless alternative arrangements are provided for in the Seller Transition Services Agreement, the Sublease Agreements, duly executed by Buyer; (e) the Clearing Agreement, duly executed by Buyer; (bf) the Warrant Agreement, in form and substance reasonably acceptable to the Parties, duly executed by Buyer; (g) the Seller Transition Services Agreement, duly executed by Buyer; (h) the Xxxx Xxxxx TSA Assignment Agreement, duly executed by Buyer; (i) if applicable, a Share Transfer Agreement for the Shares of LMUK, in form and substance customary for transactions of this type and reasonably acceptable to the Parties, duly executed by Buyer; (j) the Escrow Agreement, duly executed by the Buyer; (ck) the a certificate referred to in Section 8.2(a); (d) by wire transfer of immediately available fundsgood standing of Buyer, the Initial Purchase Price, less (i) the Escrow Deposit, (ii) any amounts owed to the Company pursuant to all Shareholder Notes or any other indebtedness of the Sellers to the Company, (iii) payment of transaction costs as directed by Sellers, and (iv) payments to Xxxxx Fargo Business Credit, Inc. as directed by Sellers, to an account or accounts designated by the Sellers not less than two dated within five Business Days prior to of the Closing Date, which amount shall be disbursed to from the Sellers in the respective amounts set forth in Exhibit A under the column "Amount Delaware Secretary of Initial Purchase Price Paid at Closing" set forth opposite each Seller's nameState; (el) by wire transfer the certificate required of immediately available funds, the Escrow Deposit, Buyer pursuant to an account designated by the Escrow AgentSection 7.1; and (fm) notation by the Company on the Shareholder Notes releasing the Employee Sellers from all obligations and liabilities arising from or related to the Shareholder Notes and reflecting payment in full of the respective amounts due extent required by applicable Law, counterparts to the Company returns and filings delivered by Seller pursuant to the Shareholder Notes. "Shareholder Notes" shall mean (i) that certain Promissory Note dated September 13Section 6.4(n), 2004 made duly executed by Xxxxxxxx X. Xxxxx to the Company in the principal sum of $450,000; (ii) that certain Non-Negotiable Cognovit Promissory Note dated November 20, 2004 made by Xxxx Xxxxx, as Maker, to the Company, as Payee, with a principal sum of $324,987; (iii) that certain Non-Negotiable Cognovit Promissory Note dated December 19, 2002, made by Xxxxxxx X. Xxxxxxxx, as Maker, to the Company, as Payee, with a principal sum of $137,502.75; and (iv) that certain Non-Negotiable Cognovit Promissory Note dated December 19, 2002, made by Xxxxxx Xxxxxx, as Maker, to the Company, as Payee, with a principal sum of $137,502Buyer.

Deliveries of Buyer at Closing. At the Closing, Buyer shall deliver or cause to be delivered to the Sellersdeliver: (a) this Agreementby cash or wire transfer, duly executed by Buyer; (b) $111,636,000 of the Escrow AgreementAggregate Consideration, duly executed by the Buyer; (c) the certificate referred to in Section 8.2(a); (d) by wire transfer of immediately available funds, the Initial Purchase Price, less (i) the Escrow Deposit, (ii) any amounts owed funds to the Company pursuant to all Shareholder Notes or any other indebtedness of the Sellers to the Company, (iii) payment of transaction costs as directed by Sellers, and (iv) payments to Xxxxx Fargo Business Credit, Inc. as directed by Sellers, to an account or accounts designated by the Sellers Seller not less than two Business Days prior to the Closing Date; (b) by cash or wire transfer, which amount shall be disbursed $3,000,000 of the Aggregate Consideration, in immediately available funds to the Sellers account designated by Wxxxx X. Xxxxxxx, Xx. not less than two Business Days prior to the Closing Date; (c) by cash or wire transfer, the Transaction Escrow Deposit to the Escrow Agent, to be held by the Escrow Agent in accordance with the respective amounts set forth terms of the Transaction Escrow Agreement; (d) an assignment and assumption agreement with respect to the Assumed Liabilities, in Exhibit A under the column "Amount of Initial Purchase Price Paid at Closing" set forth opposite each form and substance reasonably acceptable to Buyer and Seller's name, duly executed by Buyer to Seller; (e) one or more Intellectual Property assignments, in form and substance acceptable to Buyer and Seller, duly executed by wire transfer Buyer to Seller; (f) the Employment Agreements, duly executed by Buyer to Seller; (g) the Transaction Escrow Agreement, duly executed by Buyer to Seller; (h) the Retention Agreements, duly executed by Buyer to Seller; (i) certificate of immediately available fundsexistence of Buyer, dated within five Business Days of the Escrow DepositClosing Date, from the Secretary of the Commonwealth of Kentucky and from the Kentucky Comptroller of Public Accounts to an account designated by the Escrow AgentSeller; and (fj) notation such other customary documents, instruments or certificates as shall be reasonably requested by Seller and as shall be consistent with the Company on the Shareholder Notes releasing the Employee Sellers from all obligations and liabilities arising from or related to the Shareholder Notes and reflecting payment in full terms of the respective amounts due to the Company pursuant to the Shareholder Notes. "Shareholder Notes" shall mean (i) that certain Promissory Note dated September 13, 2004 made by Xxxxxxxx X. Xxxxx to the Company in the principal sum of $450,000; (ii) that certain Non-Negotiable Cognovit Promissory Note dated November 20, 2004 made by Xxxx Xxxxx, as Maker, to the Company, as Payee, with a principal sum of $324,987; (iii) that certain Non-Negotiable Cognovit Promissory Note dated December 19, 2002, made by Xxxxxxx X. Xxxxxxxx, as Maker, to the Company, as Payee, with a principal sum of $137,502.75; and (iv) that certain Non-Negotiable Cognovit Promissory Note dated December 19, 2002, made by Xxxxxx Xxxxxx, as Maker, to the Company, as Payee, with a principal sum of $137,502this Agreement.

Deliveries of Buyer at Closing. At the Closing, Buyer shall deliver or cause to be delivered to the Sellersdelivered: (a) this Agreementto the Sellers, duly executed the Cash Consideration as indicated on Annex 1 by Buyerwire transfer of immediately available funds to the accounts of the Sellers designated in writing by the Representative to Buyer three (3) days prior to the date hereof; (b) to the account of each Person set forth on Annex 2 (Seller Transaction Expenses), the amount set forth next to such Person’s name; provided, however for the avoidance of doubt to the extent Annex 2 includes Excess Transaction Expenses, such Excess Transaction Expenses shall be deducted from the Aggregate Purchase Price as set forth in Section 1.3(a)(i); (c) to the Representative, the Escrow Agreement, duly executed by the Parent and Buyer; (c) the certificate referred to in Section 8.2(a); (d) by wire transfer of immediately available funds, the Initial Purchase Price, less (i) the Escrow Deposit, (ii) any amounts owed to the Company pursuant to all Shareholder Notes or any other indebtedness of the Sellers to the CompanyRepresentative, (iii) payment of transaction costs as directed by Sellersa copy, and (iv) payments to Xxxxx Fargo Business Credit, Inc. as directed by Sellers, to an account or accounts designated certified by the Sellers not less than two Business Days prior Secretary of Parent to be true, complete and correct as of the Closing Date, which amount shall be disbursed to of the Sellers in resolutions of the respective amounts set forth in Exhibit A under board of directors of Parent and Buyer, authorizing and approving the column "Amount of Initial Purchase Price Paid at Closing" set forth opposite each Seller's nametransactions contemplated hereby; (e) by wire transfer of immediately available fundsto Wxxxx Fargo Bank, N.A. (the “Escrow Agent”), the Escrow Deposit, Amount to an account designated be held by the Escrow AgentAgent in accordance with the terms of the Escrow Agreement and Section 1.7; (f) to the Representative, the Non-Competition Agreement, duly executed by Parent, Buyer and the Company; (g) to the Representative, the Earnout Agreement, duly executed by Parent and Buyer; and (fh) notation to the Representative, the Consulting Agreement, duly executed by the Company on the Shareholder Notes releasing the Employee Sellers from all obligations and liabilities arising from or related to the Shareholder Notes and reflecting payment in full of the respective amounts due to the Company pursuant to the Shareholder Notes. "Shareholder Notes" shall mean (i) that certain Promissory Note dated September 13, 2004 made by Xxxxxxxx X. Xxxxx to the Company in the principal sum of $450,000; (ii) that certain Non-Negotiable Cognovit Promissory Note dated November 20, 2004 made by Xxxx Xxxxx, as Maker, to the Company, as Payee, with a principal sum of $324,987; (iii) that certain Non-Negotiable Cognovit Promissory Note dated December 19, 2002, made by Xxxxxxx X. Xxxxxxxx, as Maker, to the Company, as Payee, with a principal sum of $137,502.75; and (iv) that certain Non-Negotiable Cognovit Promissory Note dated December 19, 2002, made by Xxxxxx Xxxxxx, as Maker, to the Company, as Payee, with a principal sum of $137,502.