Common use of Parties' Obligations at Closing Clause in Contracts

Parties' Obligations at Closing. (i) At the Closing, SCB and Buyer will deliver to Seller: (A) $6,147,513 in cash by wire transfer of immediately available funds pursuant to instructions delivered by Seller to SCB prior to Closing, together with a copy of the Escrow Agreement duly executed by SCB and the Escrow Agent and evidence, reasonably satisfactory to Seller, that the Escrow Amount has been duly delivered to the Escrow Agent; (B) a copy of the resolutions of the Boards of Directors of SCB and Buyer, certified by their respective corporate secretaries, authorizing the execution, delivery, and performance of this Agreement and the other documents referenced herein and the consummation of the transactions contemplated hereby; (C) employment agreements (the "Employment Agreements"), substantially in the form of Exhibit E hereto, among SCB, Buyer, and each of Stepxxx X. XxXxxx xxx Gary X. Xxxx, xxly executed by SCB and Buyer; (D) the Bill xx Sale, Assignment and Assumption Agreement relating to the Transferred Assets and the Assumed Liabilities, duly executed by Buyer, substantially in the form of Exhibit F hereto; (E) such other certificates and documents as Seller or its counsel may reasonably request.

Parties' Obligations at Closing. (ia) At the Closing, SCB and Buyer will deliver to Sellerthe PRI Shareholders: (Ai) $6,147,513 8,640,000 in cash by wire transfer of immediately available funds pursuant to instructions delivered by Seller to SCB prior to Closingfunds, allocated among the PRI Shareholders in accordance with Exhibit A attached hereto, together with a copy of the Escrow Agreement duly executed by SCB and the Escrow Agent and evidence, reasonably satisfactory to Sellerthe PRI Shareholders and their counsel, that the Escrow Amount has been duly delivered to the Escrow Agent; (Bii) a copy of the resolutions of the Boards Board of Directors of SCB and BuyerSCB, certified by their respective the corporate secretariessecretary, authorizing the execution, delivery, and performance of this Agreement and the other documents referenced herein and the consummation of the transactions contemplated hereby; (Ciii) an opinion of Bass, Berrx & Xims XXX, legal counsel to SCB, substantially in the form of Exhibit D attached hereto; (iv) an employment agreements agreement (the "Employment AgreementsAgreement")) between PRI and Michxxx X. Xxxxxxxx, substantially in the form of Exhibit E attached hereto, among SCB, Buyer, and each of Stepxxx X. XxXxxx xxx Gary X. Xxxx, xxly duly executed by SCB and BuyerPRI; (Dv) a copy of the Bill xx Sale, Assignment and Assumption Agreement relating to the Transferred Assets and the Assumed LiabilitiesPCG Agreement, duly executed by BuyerSCB; and (vi) such other certificates and documents as the PRI Shareholders or their counsel may reasonably request, including a receipt from SCB acknowledging that it has received the PRI Disclosure Letter. (b) At the Closing, the PRI Shareholders will deliver to SCB: (i) a copy of the Escrow Agreement duly executed by the PRI Shareholders; (ii) an opinion of Peskind Hymsxx & Xoldxxxxx, P.C., legal counsel to the PRI Shareholders, substantially in the form of Exhibit F attached hereto; (Eiii) the Employment Agreement, duly executed by Michxxx X. Xxxxxxxx; (iv) certificates representing all of the issued and outstanding PRI Common Stock, together with stock powers duly endorsed in blank by each of the PRI Shareholders and spousal consents or waivers with respect to the sale of the PRI Common Stock; (v) any required consent or approval of a creditor, contract party, or public or governmental authority to the transaction contemplated hereby; (vi) non-competition agreements (the "Non-Competition Agreements") substantially in the form of Exhibit G hereto duly executed by PRI and the PRI Shareholders other than Michxxx X. Xxxxxxxx; (vii) [intentionally omitted] (viii) duly executed resignations as directors and officers of PRI of all directors and officers of PRI; (ix) an Assignment and Assumption Agreement, substantially in the form of Exhibit I hereto, duly executed by PRI and On-Guard Disaster Recovery, Inc. ("On-Guard") and evidence, reasonably satisfactory to SCB, that On-Guard has taken irrevocable action to dissolve and wind-up its affairs; (x) the PCG Agreement, duly executed by PCG and the PRI Shareholders; and (xi) such other certificates and or documents as Seller SCB or its counsel may reasonably request.

Parties' Obligations at Closing. (i) At the Closing, SCB and Buyer will deliver to SellerTMRI: (A) $6,147,513 8,000,000 in cash by wire transfer of immediately available funds pursuant to instructions delivered by Seller TMRI to SCB prior to Closing, together with a copy of the Escrow Agreement duly executed by SCB and the Escrow Agent and evidence, reasonably satisfactory to SellerTMRI, that the Escrow Amount has been duly delivered to the Escrow Agent; (B) a copy of the resolutions of the Boards of Directors of SCB and Buyer, certified by their respective corporate secretariessecretary, authorizing the execution, delivery, and performance of this Agreement and the other documents referenced herein and the consummation of the transactions contemplated hereby; (C) an opinion of Bass, Berrx & Xims XXX, legal counsel to SCB and Buyer, substantially in the form of Exhibit F hereto; (D) employment agreements (the "Employment Agreements"), substantially in the form of Exhibit E G hereto, among between SCB, Buyer, and each of Stepxxx X. XxXxxx xxx Gary X. Xxxxthe TMRI Shareholders, xxly duly executed by SCB and Buyer; (DE) an assumption agreement (the Bill xx Sale, Assignment and "Assumption Agreement Agreement") relating to the Transferred Assets and the Assumed Liabilities, duly executed by Buyerassumption of certain of TMRI's liabilities, substantially in the form of Exhibit F H hereto;, duly executed by Buyer; and (EF) such other certificates and documents as Seller TMRI or its counsel may reasonably request. (ii) At Closing, TMRI and the TMRI Shareholders will deliver to SCB and Buyer: (A) a bill xx sale (the "Bill xx Sale") relating to the Assets, duly executed by TMRI, substantially in the form of Exhibit I hereto; (B) such other instruments of conveyance, assignment, and transfer, in form and substance satisfactory to SCB's counsel, as shall be effective to vest in Buyer good and marketable title to the Assets; (C) Employment Agreements, duly executed by each of the TMRI Shareholders; (D) a copy of the resolutions of the Board of Directors of TMRI, certified by TMRI's corporate secretary, authorizing the execution, delivery, and performance of this Agreement and the other documents referenced herein and the consummation of the transactions contemplated hereby; (E) an opinion of Kutax Xxxx, xxgal counsel to TMRI and the TMRI Shareholders, substantially in the form of Exhibit J hereto; (F) any required consent or approval of a creditor, contract party, or public or governmental authority to the transactions contemplated hereby; (G) the Escrow Agreement, duly executed by TMRI; and (H) such other certificates or documents as SCB, Buyer, or their counsel may reasonably request.

Parties' Obligations at Closing. (ia) At the Closing, SCB each of the Parties shall deliver an executed counterpart of this Agreement. (b) At the Closing, (x) The Company shall deliver the Purchase Price in cash, certified check or electronic funds to Platinum Partners Value Arbitrage Fund, L.P. (the “Agent”), as agent for each of the Holders; provided, however, that if a Holder is obligated to make a term loan advance to the Company (a “Holder Payment”) pursuant to that certain Revolving Credit, Term Loan and Buyer will Security Agreement, dated as of the date hereof, to which the Company, each of the lenders named therein (including the Holder) and the Agent, as agent for each of the lenders, then the Holder’s Purchase Price shall be set off against such Holder Payment, and the Agent shall deliver an acknowledgment of such set off and that such set off represents payment of the Purchase Price; and in furtherance of the foregoing, each Holder hereby designates and authorizes the Agent to act in such capacity, including to accept funds or to issue such acknowledgment in the name and on behalf of the Holder. (y) The Holder shall deliver to Seller: the Company (i) (1) the original certificate(s) for the Holder’s Sold Shares, duly endorsed for transfer or accompanied by stock powers duly endorsed in blank or, (2) with respect to any certificate(s) not available for delivery, a completed and executed Affidavit of Lost Certificate and Indemnity, in form reasonably acceptable to the Company, accompanied by stock powers duly endorsed in blank, and (ii) (1) the original Holder’s Warrant(s), or, (2) with respect to any original Holder’s Warrant(s) not available for delivery, a completed and executed Affidavit of Lost Warrant and Indemnity, in form reasonably acceptable to the Company (all such deliveries under this clause (y), the “Holder’s Deliveries”). In the event a Holder fails to deliver the Holder’s Deliveries at Closing as required by clause (y) above, (A) $6,147,513 in cash by wire transfer of immediately available funds pursuant the Closing shall nevertheless be deemed to instructions delivered by Seller have occurred, the Holder’s Sold Shares shall be deemed transferred to SCB prior to Closing, together with a copy of the Escrow Agreement duly executed by SCB Company and the Escrow Agent Holder’s Warrants shall be deemed canceled and evidence, reasonably satisfactory to Seller, that the Escrow Amount has been duly delivered to the Escrow Agent; (B) a copy the Holder shall thereafter be obligated to make the Holder’s Deliveries within __ business days of the resolutions of the Boards of Directors of SCB and Buyer, certified by their respective corporate secretaries, authorizing the execution, delivery, and performance of this Agreement and the other documents referenced herein and the consummation of the transactions contemplated hereby; (C) employment agreements (the "Employment Agreements"), substantially in the form of Exhibit E hereto, among SCB, Buyer, and each of Stepxxx X. XxXxxx xxx Gary X. Xxxx, xxly executed by SCB and Buyer; (D) the Bill xx Sale, Assignment and Assumption Agreement relating to the Transferred Assets and the Assumed Liabilities, duly executed by Buyer, substantially in the form of Exhibit F hereto; (E) such other certificates and documents as Seller or its counsel may reasonably requestClosing.