Common use of Delivery at Closing Clause in Contracts

Delivery at Closing. At the Closing, the parties hereto shall take such actions and execute and deliver, or cause to be executed and delivered, such agreements and other documents and instruments as are necessary or appropriate to effect the transactions contemplated by this Agreement in accordance with its terms, including, the following: (i) each Shareholder shall execute and deliver to SST a Shareholder Representation Letter in the form of Exhibit C; (ii) each Shareholder shall execute and deliver to SST a Purchaser Questionnaire in the form of Exhibit D; (iii) each of SST, the Escrow Agent, the Shareholders' Representative and the Shareholders shall have entered into an Escrow Agreement in the form of Exhibit E (the "Escrow Agreement"); (iv) each of SST and the Shareholders shall have entered into a Registration Rights Agreement in the Form of Exhibit F; (v) the Secretary of the Company shall deliver to SST: (A) an executed certificate pursuant to which the Secretary represents and warrants to SST that attached to such certificate are (i) resolutions duly adopted by the Board of Directors of the Company authorizing and approving the Transactions contemplated by this Agreement; (ii) a true and correct copy of the Articles of Incorporation of the Company; and (iii) a true and correct copy of the Bylaws of the Company, and (B) an executed certificate as to the incumbency of the officers of the Company authorized to execute this Agreement; (vi) The Chief Executive Officer of the Company shall execute and deliver to SST a certificate setting forth that (A) each of the representations and warranties made by the Company in this Agreement are true and correct in all respects as of the date of this Agreement and are true and correct in all respects as of the Closing Date, (B) each of the covenants and obligations that the Company and the Shareholders are required to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all respects; and (vii) the officers and directors of the Company shall resign from their positions as officers and directors of the Company and shall deliver to SST letters to such effect. (viii) the Shareholders shall deliver to SST the stock certificates representing one hundred percent (100%) of the outstanding shares of Company Capital Stock, duly endorsed (or accompanied by duly executed stock powers) and with signatures (i) guaranteed by a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agent's Medallion Program, or (ii) otherwise notorized by a Notary Public, and the respective spouses of the Shareholders shall deliver any required Spousal Consents; and SST shall deliver within thirty (30) days of the Closing Date the SST Common Stock in accordance with Section 1.2 and shall make the cash payments specified in Section 1.2(a).

Delivery at Closing. (a) At the Closing, Seller shall deliver to Buyer all of the parties hereto shall take such actions following with respect to each Property (the "Closing Documents"): (i) A bargain and execute sale deed with covenants against grantor's acts (short form), in substantially the same form as set forth in Exhibit E annexed hereto, conveying the Property to Buyer subject to the Permitted Exceptions and deliverthose exceptions listed on Schedule B of the Title Commitment which have not been objected to by Buyer or which have been objected to by Buyer and either been approved or, pursuant to the terms hereof, deemed approved by Buyer pursuant to paragraph 4(b), or cause cured by Seller (herein individually referred to as the "Deed" and collectively as the "Deeds"); (ii) A Xxxx of Sale conveying all Personal Property to Buyer without recourse to Seller in substantially the same form as set forth in Exhibit F annexed hereto; (iii) The Tenant Leases; (iv) An original executed Assignment and Assumption of all Tenant Leases and security deposits made under the Tenant Leases if Seller has not elected to make an adjustment for the security deposits at Closing; (v) Notice to all Tenants of the Property, duly executed by Seller, advising said Tenants of the sale of the Property to Buyer and directing that all rents and other payments, as of the Closing Date, be sent to Buyer (or, if Buyer shall so direct, to Buyer's Agent) at the address to be provided by Buyer; (vi) Seller's affidavit stating Seller's Federal taxpayer identification number and certifying that Seller is not a foreign person, corporation, partnership, trust or estate as defined in the Internal Revenue Code and Regulations thereunder, pursuant to the Foreign Investment in Real Property Tax Act of 1980; (vii) Original executed counterpart of an Assignment and deliveredAssumption of all Service Contracts; (viii) An affidavit of the party executing the Deed on behalf of Seller and an appropriate resolution or certificate of Seller stating that Seller and any persons acting for or on behalf of Seller are authorized and empowered to make this Contract and to perform all obligations on Seller's part to be performed hereunder and to convey title to the Property and to execute, such agreements where necessary, and other documents and instruments as are necessary or appropriate to effect deliver all of the transactions contemplated by this Agreement Closing Documents referenced herein to Buyer in accordance with its termsthe terms and provisions of this Contract; (ix) Properly executed transfer and gains tax returns, includingto the extent required; (x) Keys to the Property; (xi) A current "Rent Roll" (as hereinafter defined); and (xii) Certificates of Occupancy with respect to the Properties, if available. (b) At the Closing, Buyer shall deliver to Seller all of the following: (i) each Shareholder shall execute Payment of the Purchase Price as required by and deliver as adjusted pursuant to SST a Shareholder Representation Letter in the form terms and provisions of Exhibit Cthis Contract; (ii) each Shareholder shall execute An affidavit of the party executing this Contract on behalf of Buyer and deliver an appropriate resolution or certificate of Buyer, in form reasonably satisfactory to SST a Purchaser Questionnaire in the form Seller, stating that Buyer and any persons acting for or on behalf of Exhibit DBuyer are authorized and empowered to make this Contract and to perform all obligations on Buyer's part to be performed hereunder; (iii) each of SST, Original executed and acknowledged assumption agreement duly executed by Buyer with respect to the Escrow Agent, the Shareholders' Representative and the Shareholders shall have entered into an Escrow Agreement in the form of Exhibit E (the "Escrow Agreement"); Loan Documents as required by paragraph 2(c) hereof; (iv) each Original executed counterpart of SST Assignment and Assumption of all Tenant Leases and security deposits made under the Shareholders shall have entered into a Registration Rights Agreement in the Form of Exhibit F; (v) the Secretary of the Company shall deliver Tenant Leases if Seller has not elected to SST: (A) make an executed certificate pursuant to which the Secretary represents and warrants to SST that attached to such certificate are (i) resolutions duly adopted by the Board of Directors of the Company authorizing and approving the Transactions contemplated by this Agreement; (ii) a true and correct copy of the Articles of Incorporation of the Company; and (iii) a true and correct copy of the Bylaws of the Company, and (B) an executed certificate as to the incumbency of the officers of the Company authorized to execute this Agreement; (vi) The Chief Executive Officer of the Company shall execute and deliver to SST a certificate setting forth that (A) each of the representations and warranties made by the Company in this Agreement are true and correct in all respects as of the date of this Agreement and are true and correct in all respects as of the Closing Date, (B) each of the covenants and obligations that the Company and the Shareholders are required to have complied with or performed pursuant to this Agreement adjustment for security deposits at or prior to the Closing has been duly complied with and performed in all respectsClosing; and (vii) the officers and directors of the Company shall resign from their positions as officers and directors of the Company and shall deliver to SST letters to such effect. (viii) the Shareholders shall deliver to SST the stock certificates representing one hundred percent (100%) of the outstanding shares of Company Capital Stock, duly endorsed (or accompanied by duly executed stock powers) and with signatures (i) guaranteed by a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agent's Medallion Program, or (ii) otherwise notorized by a Notary Public, and the respective spouses of the Shareholders shall deliver any required Spousal Consents; and SST shall deliver within thirty (30) days of the Closing Date the SST Common Stock in accordance with Section 1.2 and shall make the cash payments specified in Section 1.2(a).

Delivery at Closing. At and effective as of the Closing, the parties hereto shall take such actions and execute and deliver, or cause to be executed and delivered, such agreements and other documents and instruments as are necessary or appropriate to effect the transactions contemplated by this Agreement in accordance with its terms, including, including the following: (i) each Shareholder shall execute and deliver to SST a Shareholder Representation Letter in the form of Exhibit C; (ii) each Shareholder shall execute and deliver to SST a Purchaser Questionnaire in the form of Exhibit D; (iii) each of SST, the Escrow Agent, the Shareholders' Representative and the Shareholders shall have entered into an Escrow Agreement in the form of Exhibit E (the "Escrow Agreement"); (iv) each of SST and the Shareholders shall have entered into a Registration Rights Agreement in the Form of Exhibit F; (v) the The Secretary of the Company shall deliver to SSTTarantella: (A) an executed certificate substantially in the form of Exhibit D, pursuant to which the Secretary represents and warrants to SST Tarantella (i) that attached to such certificate are (iA) resolutions duly adopted by the Board of Directors of the Company and the Shareholders of the Company authorizing and approving the Transactions Transaction contemplated by this AgreementAgreement (the authorization of the Shareholders being substantially in the form of Exhibit K); and (iiB) a true and correct copy of the Articles of Incorporation of the Company; and (iiiii) a true and correct copy of the Bylaws of the Company, and (B) an executed certificate as to the incumbency of the officers of the Company authorized to execute this Agreement; (viii) The Chief Executive Officer of the Company and each of the Shareholders shall execute and deliver to SST Tarantella a certificate (a “Closing Certificate”) in the form of Exhibit E (with respect to the Company) and Exhibit F (with respect to the Shareholders), setting forth that (A) each of the representations and warranties made by the Company and the Shareholders in this Agreement are true and correct in all respects as of the date of this Agreement and are true and correct in all material respects as of the Closing Date, (B) each of the covenants and obligations that the Company and the Shareholders are required to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all material respects; and; (viiiii) the The officers and directors of the Company shall resign from their positions as officers and directors of the Company and shall deliver to SST Tarantella letters substantially in the form of Exhibit G to such effect.; (viiiiv) the The Shareholders shall deliver to SST Tarantella (A) the stock certificates representing one hundred percent (100%) of the outstanding shares of Company Capital Stock, duly endorsed (or accompanied by duly executed stock powers) and with signatures (i) guaranteed by a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agent's Medallion Program, or (ii) otherwise notorized notarized by a Notary Public, and the respective spouses of the Shareholders shall deliver (B) any required Spousal Consents; Consent, executed by the Shareholder’s spouse, if any, in the form of Exhibit J. (v) This Agreement and SST the transactions it contemplates shall deliver within thirty (30) days have been approved and adopted by such vote of the Closing Date holders of the SST Common outstanding shares of the Company’s Capital Stock in accordance with Section 1.2 entitled to vote thereon as is required to approve such transactions, and shall make have otherwise been approved as required by law and the cash payments specified charter documents of the Company; (vi) The parties hereto shall have entered into the Escrow Agreement and such agreement shall remain in Section 1.2(a)full force and effect; (vii) The Company shall register, record and/or file any and all necessary documents and shall take any and all necessary actions with the required Governmental Bodies to transfer record ownership of all Company Assets (as defined in Exhibit A) to Tarantella; (viii) Tarantella shall have received such other documents, instruments or certificates as Tarantella may reasonably request of the Company or the Shareholders.

Delivery at Closing. The completion of the purchase and sale of the Common Stock at either the Initial Purchase or the Tranche purchase, as defined in the Securities Purchase Agreement (either being referenced herein as a “Closing”) shall occur in respect of the Initial Purchase to be the date of this Agreement (the “Initial Closing Date”) and with respect to each of the Tranche Purchases on the dates set forth in Paragraph 3 of the Securities Purchase Agreement (each of the dates being referenced herein as a “Closing Date”). At the Closing, the parties hereto Company shall take such actions instruct its transfer agent to issue (the “Instruction Letter”) to the Investor that number of shares of Common Stock relevant to the investment, as set forth in Paragraphs 2, with respect to Initial Purchase, and execute Paragraph 3, with respect to Tranche Purchases, of the Securities Purchase Agreement. In exchange for the delivery of the shares of Common Stock, the Investor shall pay the Initial Purchase Price and deliverthe Tranche purchase price to the XXXX account of the counsel to the Company by wire transfer of immediately available funds, pursuant to the written instructions provided by the Company, if not previously delivered to the Company. The counsel to the Company will transfer the funds to the Company’s operating account and if applicable, Sgenia’s operating account, pursuant to Paragraphs 3 and 4 of the Securities Purchase Agreement. The Company's obligation to issue and sell the shares of Common Stock to the Investor shall be subject to the satisfaction of the following conditions, any one or cause to more of which may be executed and delivered, such agreements and other documents and instruments as are necessary or appropriate to effect waived by the transactions contemplated Company: (a) prior receipt by the Company of a copy of this Agreement in accordance with its terms, including, executed by the following: Investor; (i) each Shareholder shall execute and deliver to SST a Shareholder Representation Letter in the form of Exhibit C; (ii) each Shareholder shall execute and deliver to SST a Purchaser Questionnaire in the form of Exhibit D; (iii) each of SST, the Escrow Agent, the Shareholders' Representative and the Shareholders shall have entered into an Escrow Agreement in the form of Exhibit E (the "Escrow Agreement"); (iv) each of SST and the Shareholders shall have entered into a Registration Rights Agreement in the Form of Exhibit F; (vb) the Secretary accuracy of the Company shall deliver to SST: (A) an executed certificate pursuant to which the Secretary represents representations and warrants to SST that attached to such certificate are (i) resolutions duly adopted warranties made by the Board of Directors of the Company authorizing and approving the Transactions contemplated by Investor in this Agreement; and (iic) a true and correct copy the receipt of the Articles of Incorporation Initial Purchase Price or each Tranche purchase price by the counsel to the Company. The Investor's obligation to the Initial Purchase shall be subject to the satisfaction of the Company; and following conditions, any one or more of which may be waived by the Investor: (iiia) a true and correct copy of the Bylaws of the Company, and (B) an executed certificate as to the incumbency of the officers of the Company authorized to execute this Agreement; (vi) The Chief Executive Officer of the Company shall execute and deliver to SST a certificate setting forth that (A) each accuracy of the representations and warranties made by the Company in this Agreement are true Agreement; (b) the execution and correct in all respects as delivery by the Company of the date Instruction Letter; and (c) the fulfillment of the obligations of the Company under this Agreement and are true and correct in all respects as of the Closing Date, (B) each of the covenants and obligations that the Company and the Shareholders are required to have complied with or performed pursuant to this Agreement at on or prior to the Closing has been duly complied with and performed in all respects; and Closing. The Investor's obligation to the Commitment Purchase shall be subject to the satisfaction of the following conditions, any one or more of which may be waived by the Investor: (viia) the officers accuracy of the representations and directors warranties made by the Company in this Agreement; (b) the execution and delivery by the Company of the Instruction Letter; (c) the Company successfully archiving the goal in Stage One; (d) the Company maintaining the continuing listing, without interruption of its Common Stock, as set forth in Paragraph 3(b) of the Securities Purchase Agreement; and (e) the fulfillment of the obligations of the Company shall resign from their positions as officers and directors of under this Agreement on or prior to the Company and shall deliver to SST letters to such effectClosing. (viii) the Shareholders shall deliver to SST the stock certificates representing one hundred percent (100%) of the outstanding shares of Company Capital Stock, duly endorsed (or accompanied by duly executed stock powers) and with signatures (i) guaranteed by a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agent's Medallion Program, or (ii) otherwise notorized by a Notary Public, and the respective spouses of the Shareholders shall deliver any required Spousal Consents; and SST shall deliver within thirty (30) days of the Closing Date the SST Common Stock in accordance with Section 1.2 and shall make the cash payments specified in Section 1.2(a).

Delivery at Closing. At the Closing, the parties hereto i) Seller shall take such actions and execute and deliver, deliver or cause to be delivered the following at the Closing: a) One or more bills of sale or assignments covering the Assets in form and substance satisfactory to counsel for Buyer; and b) A certified copy of a resolution approving the sale of the Assets adopted by the shareholders of Seller in such form as is acceptable to Buyer; and c) A certified copy of the written consent of all of the Directors of Seller approving the sale of the Assets in such form as is acceptable to Buyer; and d) The Stock Option Agreements, and Escrow Agreement, duly executed by the parties thereto; and e) Such other documents or certificates as are required as conditions precedent to the obligations of Buyer under Paragraph 7, or as may be reasonably required by counsel for Buyer to place Buyer in actual possession and deliveredoperating control of the Assets pursuant to the provisions of this Agreement. The Seller at any time before or after the Closing Date, will execute, acknowledge, and deliver any further deeds, assignments, conveyances, and other assurances, documents, and instruments of transfer, reasonably requested by Buyer, and will take any other action consistent with the terms of this Agreement that may reasonably be requested by Buyer for the purpose of assigning, transferring, granting, conveying, and confirming to Buyer, or reducing to possession, any or all property to be conveyed and transferred under this Agreement. If requested by Buyer, the Seller further agrees at Buyer's expense to prosecute or otherwise enforce in its own name for the benefit of Buyer any claims, rights, or benefits that are transferred to Buyer under this Agreement and that require prosecution or enforcement in the Seller's name. Simultaneously with the consummation of the transfer, the Seller through its officers, agents, and employees, will put Buyer into full possession and enjoyment of all properties and Assets to be conveyed and transferred by this Agreement. ii) Buyer shall deliver or cause to be delivered to Seller the following at the Closing: a) A duly executed Promissory Note in the amount of Eight Hundred Twenty-nine Thousand Nine Hundred Seventy-eight and 39/100 Dollars ($829,978.39); and b) To Escrow Agent, stock certificates evidencing the Escrow Stock and such agreements and other documents and instruments certificates as are necessary or appropriate required to effect issue to Seller and placed into escrow One Million One Hundred Thousand (1,100,000) shares of Common Stock of Buyer; and c) To Seller, stock certificates evidencing the transactions contemplated by this Agreement in accordance with its terms, including, the following:ECAR Shares and such other documents and certificates as are required to issue to Seller Two Million Seven Hundred Thousand (2,700,000) shares of Common Stock of Buyer; and (id) each Shareholder shall execute and deliver to SST a Shareholder Representation Letter in the form of Exhibit C; (ii) each Shareholder shall execute and deliver to SST a Purchaser Questionnaire in the form of Exhibit D; (iii) each of SST, the Escrow Agent, the Shareholders' Representative and the Shareholders shall have entered into an Escrow Agreement in the form of Exhibit E (the "Escrow Agreement"); (iv) each of SST and the Shareholders shall have entered into a Registration Rights Agreement in the Form of Exhibit F; (v) the Secretary A certified copy of the Company shall deliver to SST: (A) an executed certificate pursuant to which written consent of all of the Secretary represents and warrants to SST that attached to such certificate are (i) resolutions duly adopted by Directors or a certified copy of the minutes of a meeting of the Board of Directors of the Company authorizing and Buyer approving the Transactions contemplated by this Agreement; (ii) a true and correct copy purchase of the Articles of Incorporation Assets and the issuance of the Company; and (iii) a true and correct copy of the Bylaws of the Company, and (B) an executed certificate Stock in such form as is acceptable to the incumbency of the officers of the Company authorized to execute this Agreement; (vi) The Chief Executive Officer of the Company shall execute and deliver to SST a certificate setting forth that (A) each of the representations and warranties made by the Company in this Agreement are true and correct in all respects as of the date of this Agreement and are true and correct in all respects as of the Closing Date, (B) each of the covenants and obligations that the Company and the Shareholders are required to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all respectsSeller; and e) The Employment Agreements, Escrow Agreement and Security Agreement (viitogether with any required UCC-1 Financing Statements) the officers and directors of the Company shall resign from their positions as officers and directors of the Company and shall deliver to SST letters to such effect. (viii) the Shareholders shall deliver to SST the stock certificates representing one hundred percent (100%) of the outstanding shares of Company Capital Stock, duly endorsed (or accompanied by duly executed stock powersby the parties thereto; and f) Such other documents and with signatures (i) guaranteed by a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing certificates as are required as conditions precedent to the obligations of the Securities Transfer Agent's Medallion ProgramSeller under Paragraph 8, or (ii) otherwise notorized as may be reasonably required by a Notary Public, and the respective spouses of the Shareholders shall deliver any required Spousal Consents; and SST shall deliver within thirty (30) days of the Closing Date the SST Common Stock in accordance with Section 1.2 and shall make the cash payments specified in Section 1.2(a)counsel for Seller.

Delivery at Closing. (a) At the Closing, Seller shall deliver to Buyer all of the parties hereto shall take such actions following with respect to the Property (the "Closing Documents"): (i) A special warranty deed, in substantially the same form as set forth in Exhibit D annexed hereto, conveying the Property to Buyer subject to the Permitted Exceptions and execute those exceptions listed on Schedule B of the Title Commitment which have not been objected to by Buyer or which have been objected to by Buyer and delivereither been approved or, pursuant to the terms hereof, deemed approved by Buyer pursuant to paragraph 4(b), or cause cured by Seller (herein referred to as the "Deed"); (ii) A Xxxx of Sale conveying all Personal Property to Buyer without recourse to Seller in substantially the same form as set forth in Exhibit E annexed hereto; (iii) An original executed Assignment and Assumption of all Tenant Leases and security deposits made under the Tenant Leases in substantially the same form as set forth in Exhibit I attached hereto, provided Seller has not elected to make an adjustment for the security deposits at Closing; (iv) Notice to all Tenants of the Property, duly executed by Seller, advising said Tenants of the sale of the Property to Buyer and directing that all rents and other payments, as of the Closing Date, be sent to Buyer (or, if Buyer shall so direct, to Buyer's Agent) at the address to be provided by Buyer; (v) Seller's affidavit stating Seller's Federal taxpayer identification number and certifying that Seller is not a foreign person, corporation, partnership, trust or estate as defined in the Internal Revenue Code and Regulations thereunder, pursuant to the Foreign Investment in Real Property Tax Act of 1980; (vi) Original executed counterpart of an Assignment and deliveredAssumption of all Service Contracts in substantially the same form as set forth in Exhibit I attached hereto; (vii) An affidavit of the party executing the Deed on behalf of Seller and an appropriate resolution or certificate of Seller stating that Seller and any persons acting for or on behalf of Seller are authorized and empowered to make this Contract and to perform all obligations on Seller's part to be performed hereunder and to convey title to the Property and to execute, such agreements where necessary, and other documents and instruments as are necessary or appropriate to effect deliver all of the transactions contemplated by this Agreement Closing Documents referenced herein to Buyer in accordance with its termsthe terms and provisions of this Contract; (viii) Properly executed transfer tax returns, includingto the extent required; (ix) Keys to the Property; (x) A current "Rent Roll" (as hereinafter defined) as of the Closing; and (xi) An original executed counterpart or (to the extent lost or unavailable) an accurate and complete copy of each one of the Tenant Leases, which shall be delivered to Buyer at the Property. (b) At the Closing, Buyer shall deliver to Seller all of the following: (i) each Shareholder shall execute Payment of the Purchase Price as required by and deliver as adjusted pursuant to SST a Shareholder Representation Letter in the form terms and provisions of Exhibit Cthis Contract; (ii) each Shareholder shall execute An affidavit of the party executing this Contract on behalf of Buyer and an appropriate resolution or certificate of Buyer, in form reasonably satisfactory to Seller, stating that Buyer and any persons acting for or on behalf of Buyer are authorized and empowered to make this Contract and to perform all obligations on Buyer's part to be performed hereunder and to execute, where necessary, and to deliver to SST a Purchaser Questionnaire all of the Closing Documents referenced herein in accordance with the form terms and provisions of Exhibit Dthis Contract; (iii) each Original executed counterpart of SST, Assignment and Assumption of all Tenant Leases and security deposits made under the Escrow Agent, the Shareholders' Representative and the Shareholders shall have entered into Tenant Leases if Seller has not elected to make an Escrow Agreement in the form of Exhibit E (the "Escrow Agreement");adjustment for security deposits at Closing; and (iv) each Original executed counterpart of SST Assignment and the Shareholders shall have entered into a Registration Rights Agreement in the Form Assumption of Exhibit F;all Service Contracts. (vc) It is understood and agreed that the Secretary of the Company Assignment and Assumption Agreements referred to above in paragraphs 9(a)(iii), 9(a)(vi), 9(b)(iii) and 9(b)(iv) shall deliver to SST: (A) contain an executed certificate indemnity provision pursuant to which the Secretary represents Seller will agree to indemnify Buyer and warrants hold Buyer harmless from and against any loss, cost, liability or damages (including reasonable attorneys' fees) which result from, arise out of or relate to SST that attached to such certificate are (i) resolutions duly adopted by the Board any claims arising out of Directors any of the Company authorizing and approving Tenant Leases pertaining to any period prior to the Transactions contemplated by this Agreement; Closing Date or (ii) a true and correct copy any claims arising out of any of the Articles of Incorporation of the Company; and (iii) a true and correct copy of the Bylaws of the Company, and (B) an executed certificate as Service Contracts pertaining to the incumbency of the officers of the Company authorized any period prior to execute this Agreement; (vi) The Chief Executive Officer of the Company shall execute and deliver to SST a certificate setting forth that (A) each of the representations and warranties made by the Company in this Agreement are true and correct in all respects as of the date of this Agreement and are true and correct in all respects as of the Closing Date, (B) each respectively. Notwithstanding the foregoing, the parties hereto hereby understand and agree that Buyer is purchasing the Properties on an "as is" basis and therefore Seller's obligation to indemnify and hold harmless Buyer, as hereinabove provided, shall not include any claim, loss, cost, liability or damages arising out of the covenants and obligations that the Company and the Shareholders are required to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all respects; and (vii) the officers and directors condition of the Company shall resign from their positions as officers and directors Property (including without limitation, the environmental condition of the Company Property) or any portion thereof and that Buyer shall be responsible for all costs of repair, maintenance, environmental clean-up and replacement of the Properties and/or any portion thereof and shall deliver to SST letters to such effectnot have any claim against Seller in connection therewith. (viiid) It is understood and agreed that the Shareholders shall deliver Assignment and Assumption Agreements referred to SST the stock certificates representing one hundred percent (100%) of the outstanding shares of Company Capital Stockabove in paragraphs 9(a)(iii), duly endorsed (or accompanied by duly executed stock powers9(a)(vi), 9(b)(iii) and with signatures 9(b)(iv) shall contain an indemnity agreement pursuant to which Buyer will agree to indemnify Seller and hold Seller harmless from and against any loss, cost, liability or damages (including reasonable attorneys' fees) which result from, arise out of or relate to (i) guaranteed by a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing any claims arising out of any of the Securities Transfer Agent's Medallion Program, Tenant Leases or security deposits pertaining to any period after the Closing Date commencing with the Closing Date or (ii) otherwise notorized by a Notary Public, and the respective spouses any claims arising out of any of the Shareholders shall deliver Service Contracts pertaining to any required Spousal Consents; and SST shall deliver within thirty (30) days of period after the Closing Date commencing with the SST Common Stock in accordance with Section 1.2 Closing Date, respectively. Notwithstanding the foregoing, the parties hereto hereby understand and agree that Buyer is purchasing the Properties on an "as is" basis and therefore Buyer shall make indemnify and hold harmless Seller from and against any claim, loss, cost, liability and/or damages arising out of the cash payments specified in Section 1.2(a)condition of the Properties (including without limitation, the environmental condition of the Property) and/or any portion thereof regardless of when any such claim, loss, cost, liability or damages arises on, prior to or after the Closing Date.

Delivery at Closing. At APT shall have received prior to or at the Closing, the parties hereto shall take such actions and execute and deliver, or cause to be executed and delivered, such agreements and other documents and instruments as are necessary or appropriate to effect the transactions contemplated by this Agreement in accordance with its terms, including, Closing all of the following, each in form and substance satisfactory to APT and its counsel: (ia) each Shareholder shall execute and deliver A certified copy of all charter documents of the Company; a certified copy of the resolutions of the board of directors and, to SST a Shareholder Representation Letter in the form of Exhibit C; (ii) each Shareholder shall execute and deliver to SST a Purchaser Questionnaire in the form of Exhibit D; (iii) each of SSTextent required, the Escrow Agent, the Shareholders' Representative and the Shareholders shall have entered into an Escrow Agreement in the form of Exhibit E (the "Escrow Agreement"); (iv) each of SST and the Shareholders shall have entered into a Registration Rights Agreement in the Form of Exhibit F; (v) the Secretary stockholders of the Company shall deliver to SST: (A) an executed certificate pursuant to which the Secretary represents and warrants to SST that attached to such certificate are (i) resolutions duly adopted by the Board of Directors evidencing approval, as applicable, of the Company authorizing Warrant Documents and approving the Transactions other matters contemplated by this Agreementhereby and thereby; (ii) a true and correct certified copy of the Articles of Incorporation By-laws of the Company; and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to the Warrant Documents and other matters contemplated hereby or thereby. (iiib) a true and correct copy Favorable opinions of the Bylaws of Blank, Rome, Xxxxxxx & XxXxxxxx, counsel for the Company, and (B) an executed certificate as to matters set forth in Exhibit 3.2(b), and as to such other matters as APT or its counsel may reasonably request. (c) A certificate of the incumbency Secretary or an Assistant Secretary of the Company which shall certify the names of the officers of the Company authorized to execute sign, as applicable, this Agreement;, the Warrant Documents and any other documents or certificates to be delivered pursuant hereto or thereby by the Company, as applicable, or any of their respective officers, together with the true signatures of such officers. APT may conclusively rely on such certificates until they shall receive a further certificate of the Secretary or an Assistant Secretary of the Company, as applicable, cancelling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (vid) The Chief Executive Officer An amendment, substantially in the form of Exhibit 3.2(d) attached hereto, to the Amended and Restated Registration Rights Agreement dated September 5, 1996 (as so amended, the "Registration Rights Agreement") executed by the Company. (e) A certificate from a duly authorized officer of the Company shall execute and deliver to SST a certificate setting stating that all conditions set forth that (A) each of the representations and warranties made by the Company in this Agreement are true and correct in all respects as of the date of this Agreement and are true and correct in all respects as of the Closing Date, (B) each of the covenants and obligations that the Company and the Shareholders are required to Article 3 have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all respects; and (vii) the officers and directors of the Company shall resign from their positions as officers and directors of the Company and shall deliver to SST letters to such effectsatisfied. (viiif) Such other documents referenced in any Exhibit hereto or relating to the Shareholders shall deliver to SST the stock certificates representing one hundred percent (100%) of the outstanding shares of Company Capital Stock, duly endorsed (transactions contemplated by this Agreement as APT or accompanied by duly executed stock powers) and with signatures (i) guaranteed by a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agent's Medallion Program, or (ii) otherwise notorized by a Notary Public, and the respective spouses of the Shareholders shall deliver any required Spousal Consents; and SST shall deliver within thirty (30) days of the Closing Date the SST Common Stock in accordance with Section 1.2 and shall make the cash payments specified in Section 1.2(a)its counsel may reasonably request.

Delivery at Closing. At the Closingclosing: (i) the Stockholders shall deliver to TIGI certificates, duly endorsed or accompanied by stock powers duly executed in blank, evidencing 100% of the GSCI Shares owned by Stockholders. (ii) TIGI shall issue to the Stockholders, and deliver certificates evidencing, the TIGI Shares. (iii) GSCI shall deliver to TIGI: (a) all corporate records of GSCI, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requested; and (b) copies of resolutions by GSCI's Board of Directors authorizing this Agreement; (iv) TIGI shall deliver to the Stockholders copies of resolutions by TIGI's Board of Directors authorizing this Agreement; and (v) the parties hereto shall take such actions and execute and deliverdeliver such other instruments and documents, or cause to if any, as may be executed and delivered, such agreements and other documents and instruments as are necessary or appropriate required to effect the transactions contemplated by herein. Upon execution of this Agreement Agreement, Stockholders are delivering in accordance with its termsescrow to the counsel to TIGI certificates evidencing the GSCI Shares duly endorsed in blank, includingfree and clear of all claims and encumbrances, and TIGI is delivering in escrow to counsel for Stockholders certificates evidencing the following: TIGI Shares. Immediately after the closing, (i) each Shareholder party's counsel shall execute and deliver to SST a Shareholder Representation Letter in his client the form of Exhibit C; appropriate certificates (ii) each Shareholder shall execute and deliver to SST a Purchaser Questionnaire in the form of Exhibit D; (iii) each of SST, the Escrow Agent, the Shareholders' Representative and the Shareholders shall have entered into an Escrow Agreement in the form of Exhibit E (the "Escrow Agreement"); (iv) each of SST and the Shareholders shall have entered into a Registration Rights Agreement in the Form of Exhibit F; (v) the Secretary transfer of the Company GSCI Shares to TIGI shall deliver to SST: (A) an executed certificate pursuant to which be recorded on the Secretary represents and warrants to SST that attached to such certificate are (i) resolutions duly adopted by the Board stock transfer records of Directors of the Company authorizing and approving the Transactions contemplated by this Agreement; (ii) a true and correct copy of the Articles of Incorporation of the Company; GSCI and (iii) a true and correct copy the issuance of the Bylaws TIGI Shares to the Stockholders shall be duly recorded on the stock transfer records of TIGI. The records and instruments referred to in clause (iii)(b) may be delivered in place and will become the property of TIGI upon delivery of the Company, and (B) an executed certificate as to other instruments described above without the incumbency of the officers of the Company authorized to execute this Agreement; (vi) The Chief Executive Officer of the Company shall execute and deliver to SST a certificate setting forth that (A) each of the representations and warranties made by the Company in this Agreement are true and correct in all respects as of the date of this Agreement and are true and correct in all respects as of the Closing Date, (B) each of the covenants and obligations that the Company and the Shareholders are required to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all respects; and (vii) the officers and directors of the Company shall resign from their positions as officers and directors of the Company and shall deliver to SST letters to such effectneed for any physical transfer. (viii) the Shareholders shall deliver to SST the stock certificates representing one hundred percent (100%) of the outstanding shares of Company Capital Stock, duly endorsed (or accompanied by duly executed stock powers) and with signatures (i) guaranteed by a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agent's Medallion Program, or (ii) otherwise notorized by a Notary Public, and the respective spouses of the Shareholders shall deliver any required Spousal Consents; and SST shall deliver within thirty (30) days of the Closing Date the SST Common Stock in accordance with Section 1.2 and shall make the cash payments specified in Section 1.2(a).

Delivery at Closing. At To effect the Closingpurchase and sale of Series B Convertible Preferred Stock pursuant to this Agreement and the delivery of the consideration for such purchase and sale, the parties hereto shall take such actions and execute and deliver, or cause to be executed and delivered, such agreements and other documents and instruments as are necessary or appropriate to effect the transactions contemplated by this Agreement in accordance with its termswill, includingon the Closing Date, deliver the following: 2.5.1 The Company will deliver to Purchaser: (i) each Shareholder shall execute and deliver to SST a Shareholder Representation Letter one or more stock certificates representing the appropriate number of shares of Series B Convertible Preferred Stock, registered in the form of Exhibit Cnames Purchaser shall specify; (ii) each Shareholder shall execute and deliver to SST a Purchaser Questionnaire in the form of Exhibit DClosing Warrant; (iii) each a certificate (dated the Closing Date and in form and substance reasonably satisfactory to Purchaser) executed on behalf of SST, the Escrow Agent, Company (a) certifying as to the Shareholders' Representative fulfillment of the conditions set forth in Article 5 hereof applicable to such Closing and (b) certifying as to the Shareholders shall have entered into an Escrow Agreement amounts payable to fund the redemption of the outstanding shares of Series A Convertible Preferred Stock in accordance with the form Notice of Exhibit E (the "Escrow Agreement")Redemption; (iv) each a certificate of SST and the Shareholders shall have entered into a Registration Rights Agreement in the Form of Exhibit F; (v) the Secretary of the Company shall deliver Company, certifying as to SST: (A) an executed certificate pursuant to which the Secretary represents and warrants to SST that attached to such certificate are (i) resolutions duly adopted adoption by the Board of Directors of the Company authorizing Company, dated the Closing Date and approving the Transactions contemplated by this Agreement; in form and substance reasonably satisfactory to Purchaser; (iiv) a true and correct copy of cross-receipt for the Articles of Incorporation of purchase price paid for the Company; and (iii) a true and correct copy of shares purchased at the Bylaws of the Company, and (B) an executed certificate as to the incumbency of the officers of the Company authorized to execute this AgreementClosing; (vi) The Chief Executive Officer a certificate of good standing with respect to the Company issued by the Secretary of the Company shall execute and deliver to SST a certificate setting forth that (A) each Commonwealth of the representations and warranties made by the Company in this Agreement are true and correct in all respects Massachusetts dated as of the a date of this Agreement and are true and correct in all respects as of the Closing Date, not more than five (B5) each of the covenants and obligations that the Company and the Shareholders are required to have complied with or performed pursuant to this Agreement at or Business Days prior to the Closing has been duly complied with and performed in all respectsDate; and (vii) the officers and directors an opinion of Goodxxx, Xxocter & Hoar XXX, counsel to the Company shall resign from their positions as officers addressed to the Purchaser, dated the Closing Date, and directors of the Company in form and shall substance reasonably satisfactory to Purchaser. 2.5.2 Purchaser will deliver to SST letters to such effect.the Company: (viii) the Shareholders shall deliver to SST the stock certificates representing one hundred percent (100%) of the outstanding shares of Company Capital Stock, duly endorsed (or accompanied by duly executed stock powers) and with signatures (i) guaranteed by a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing payment of the Securities Transfer Agent's Medallion Program, or aggregate purchase price for the Series B Convertible Preferred Stock to be purchased by Purchaser at the Closing by wire transfer of immediately available funds to an account designated by the Company; and (ii) otherwise notorized by a Notary Public, and cross-receipt for the respective spouses of stock certificate(s) for the Shareholders shall deliver any required Spousal Consents; and SST shall deliver within thirty (30) days of shares purchased at the Closing Date the SST Common Stock in accordance with Section 1.2 and shall make the cash payments specified in Section 1.2(a)Closing.