Common use of Procedure at the Closing Clause in Contracts

Procedure at the Closing. At the Closing, the parties agree to take the following steps in the order listed below (provided, however, that upon their completion all such steps shall be deemed to have occurred simultaneously): Asset Purchase Agreement between Xxxxx-Xxxxxxx, Livonia, LLC and Uniflow Corporation and Secom General Corporation 3.2.1 The Seller shall deliver to the Purchaser evidence, in such form as in each case is satisfactory to the Purchaser, that each of the conditions to the obligation of the Purchaser to purchase the Purchased Assets from the Seller which is set forth in Article 9 of this Agreement has been satisfied. 3.2.2 The Purchaser shall deliver to the Seller evidence, in such form as in each case is satisfactory to the Seller, that each of the conditions to the obligation of the Seller to sell the Purchased Assets to the Purchaser which is set forth in Article 10 of this Agreement has been satisfied. 3.2.3 The Seller shall deliver to the Purchaser such bills of sale, endorsements, assignments and other instruments, in such form as in each case is satisfactory to the Purchaser, as shall be sufficient to vest in the Purchaser good and marketable title to the Purchased Assets, free and clear of all liens, mortgages, pledges, encumbrances, and charges of every kind. 3.2.4 The Purchaser and Secom shall execute a lease agreement for the property located at 46001 - 00000 Xxxxx Xxxxx Xxxxxx, Xxxx, Xxxxxxxx ("Premises") in the form of the lease agreement that is attached to Schedule 3.2.4 ("Lease Agreement") and Purchaser, as Tenant, shall deliver the first month's rent and tax installment. 3.2.5 The Purchaser shall pay to the Seller the Consideration and the Purchased Inventory Consideration (the "Purchase Price") by wire transfer or certified or bank cashier's check. 3.2.6 The Purchaser shall deliver to the Seller instruments, in such form as in each case is satisfactory to the Seller, as shall be sufficient to effect the assumption by the Purchaser of the Assumed Liabilities. 3.2.7 The Purchaser and the Seller shall execute and deliver a cross receipt acknowledging receipt from the other, respectively, of the Purchased Assets and the Purchase Price. 3.2.8 The Purchaser and Seller shall execute the Royalty Agreement. 3.2.9 The Purchaser and Secom shall execute a sublease agreement for the Amplicon leased equipment used by the Seller, in the form of the sublease agreement that is attached to Schedule 3.2.9 ("Sublease Agreement") and the Purchaser, as Tenant, shall deliver the first month's rent and tax installment.

Procedure at the Closing. At the Closing, the parties agree to ------------------------ take the following steps in the order listed below (provided, however, that upon their completion all such steps shall be deemed to have occurred simultaneously): Asset Purchase Agreement between Xxxxx-Xxxxxxx, Livonia, LLC ): 3.2.1. Seller and Uniflow Corporation and Secom General Corporation 3.2.1 The Seller Shareholder shall deliver to Buyer a Certificate in the Purchaser evidenceform of Exhibit B hereto, in such form as in each case is satisfactory to the Purchaser, certifying that each of the conditions to the --------- obligation of the Purchaser Buyer to purchase the Purchased Assets from the Seller which is set forth in Article 9 Sections 9.1. through 9.8. of this Agreement has been satisfied. 3.2.2 The Purchaser 3.2.2. Buyer and InfoCure shall each deliver to Seller a Certificate in the Seller evidenceform of Exhibit C hereto, in such form as in each case is satisfactory to the Seller, certifying that each of the --------- conditions to the obligation obligations of the Seller to sell the Purchased Assets to the Purchaser Buyer which is set forth in Article 10 of Section 10. in this Agreement has been satisfied. 3.2.3 The 3.2.3. Seller shall deliver to the Purchaser Buyer such deeds, bills of sale, endorsementsendorsements assignments, lease assignments and estoppel agreements (duly executed by the lessor under the leases) and other instruments, including a Xxxx of Sale in such the form as of Exhibit D hereto and a Lease Assignment in each case is satisfactory to the Purchaserform of --------- Exhibit E hereto, as shall be sufficient to vest in the Purchaser Buyer good --------- and marketable title to the Purchased Assets, free and clear of all liens, mortgages, pledges, encumbrances, and charges of every kindEncumbrances other than Permitted Encumbrances. 3.2.4 The Purchaser 3.2.4. Buyer shall pay to Seller the Purchase Price (after the application of the estimate of the amount of the EBITDA Adjustment and Secom Net Worth Adjustment as provided in Section 2.1.1.C. above) by wire transfer in accordance with the Wire Transfer Instructions attached hereto as Exhibit F. --------- 3.2.5. Buyer shall execute a lease agreement for the property located at 46001 - 00000 Xxxxx Xxxxx Xxxxxxdeliver to Seller instruments, Xxxx, Xxxxxxxx ("Premises") in the form of the lease agreement that is attached to Schedule 3.2.4 ("Lease Agreement") and Purchaser, as Tenant, shall deliver the first month's rent and tax installment. 3.2.5 The Purchaser shall pay to the Seller the Consideration and the Purchased Inventory Consideration (the "Purchase Price") by wire transfer or certified or bank cashier's check. 3.2.6 The Purchaser shall deliver to the Seller instruments, in such form as in each case is satisfactory to the SellerExhibit G hereto, as shall be sufficient to effect the assumption by the Purchaser Buyer of --------- the Assumed Liabilities. 3.2.7 The Purchaser and the Seller shall execute and deliver a cross receipt acknowledging receipt from the other, respectively, of the Purchased Assets and the Purchase Price. 3.2.8 The Purchaser and Seller shall execute the Royalty Agreement. 3.2.9 The Purchaser and Secom shall execute a sublease agreement for the Amplicon leased equipment used by the Seller, in the form of the sublease agreement that is attached to Schedule 3.2.9 ("Sublease Agreement") and the Purchaser, as Tenant, shall deliver the first month's rent and tax installment.

Procedure at the Closing. At the Closing, the parties agree to take ------------------------ the following steps in the order listed below (provided, however, that upon their completion all such steps shall be deemed to have occurred simultaneously): Asset Purchase Agreement between Xxxxx-Xxxxxxx, Livonia, LLC ): 3.2.1. Seller and Uniflow Corporation and Secom General Corporation 3.2.1 The Seller Shareholders shall deliver to Buyer a Certificate in the Purchaser evidenceform of EXHIBIT C hereto, in such form as in each case is satisfactory to the Purchaser, certifying that each of the conditions to the --------- obligation of the Purchaser Buyer to purchase the Purchased Assets from the Seller which is set forth in Article 9 Sections 9.1. through 9.8. of this Agreement has been satisfied. 3.2.2 The Purchaser 3.2.2. Buyer and InfoCure shall each deliver to Seller a Certificate in the Seller evidenceform of EXHIBIT D hereto, in such form as in each case is satisfactory to the Seller, certifying that each of the --------- conditions to the obligation obligations of the Seller to sell the Purchased Assets to the Purchaser Buyer which is set forth in Article 10 of Section 10. in this Agreement has been satisfied. 3.2.3 The 3.2.3. Seller shall deliver to the Purchaser Buyer such deeds, bills of sale, endorsementsendorsements assignments, lease assignments and estoppel agreements (duly executed by the lessor under the leases) and other instruments, including a Xxxx of Sale in such the form as of EXHIBIT E hereto and a Lease Assignment in each case is satisfactory to the Purchaserform of --------- EXHIBIT F hereto, as shall be sufficient to vest in the Purchaser Buyer good and marketable --------- title to the Purchased Assets, free and clear of all liens, mortgages, pledges, encumbrances, and charges of every kindEncumbrances other than Permitted Encumbrances. 3.2.4 The Purchaser and Secom shall execute a lease agreement for the property located at 46001 - 00000 Xxxxx Xxxxx Xxxxxx, Xxxx, Xxxxxxxx ("Premises") in the form of the lease agreement that is attached to Schedule 3.2.4 ("Lease Agreement") and Purchaser, as Tenant, shall deliver the first month's rent and tax installment. 3.2.5 The Purchaser shall pay to the Seller the Consideration and the Purchased Inventory Consideration (the "Purchase Price") by wire transfer or certified or bank cashier's check. 3.2.6 The Purchaser shall deliver to the Seller instruments, in such form as in each case is satisfactory to the Seller, as shall be sufficient to effect the assumption by the Purchaser of the Assumed Liabilities. 3.2.7 The Purchaser and the Seller shall execute and deliver a cross receipt acknowledging receipt from the other, respectively, of the Purchased Assets and the Purchase Price. 3.2.8 The Purchaser and Seller shall execute the Royalty Agreement. 3.2.9 The Purchaser and Secom shall execute a sublease agreement for the Amplicon leased equipment used by the Seller, in the form of the sublease agreement that is attached to Schedule 3.2.9 ("Sublease Agreement") and the Purchaser, as Tenant, shall deliver the first month's rent and tax installment.

Procedure at the Closing. At the Closing, the parties agree to take the following steps in the order listed below (provided, however, that upon their completion all such steps shall be deemed to have occurred simultaneously): Asset Purchase Agreement between Xxxxx-Xxxxxxx, Livonia, LLC and Uniflow Corporation and Secom General Corporation): 3.2.1 The 3.2.1. Seller shall deliver to Buyer a Certificate in the Purchaser evidenceform of Exhibit C hereto, in such form as in each case is satisfactory to the Purchaser, certifying that each of the conditions to the obligation of the Purchaser --------- Buyer to purchase the Purchased Assets from the Seller which is set forth in Article 9 Section 8. of this Agreement has been satisfied. 3.2.2 The Purchaser 3.2.2. Buyer and InfoCure shall each deliver to Seller a Certificate in the Seller evidenceform of Exhibit D hereto, in such form as in each case is satisfactory to the Seller, certifying that each of the conditions to the obligation --------- obligations of the Seller to sell the Purchased Assets to the Purchaser Buyer which is set forth in Article 10 of Section 9. in this Agreement has been satisfied. 3.2.3 The 3.2.3. Seller shall deliver to the Purchaser Buyer such deeds, bills of sale, endorsements, assignments, lease assignments and estoppel agreements (duly executed by the lessor under the leases) and other instruments, including a Xxxx of Sale in such the form as in each case is satisfactory to the Purchaserof Exhibit E hereto, as shall be sufficient to vest in the Purchaser Buyer --------- good and marketable title to the Purchased Assets, free and clear of all liens, mortgages, pledges, encumbrances, and charges of every kindEncumbrances other than Permitted Encumbrances. 3.2.4 The Purchaser and Secom 3.2.4. Buyer shall execute a lease agreement for pay to Seller the property located at 46001 - 00000 Xxxxx Xxxxx XxxxxxPurchase Price (less amounts to be escrowed pursuant to Section 2.1.1.) by wire transfer in accordance with the Wire Transfer Instructions attached hereto as Exhibit F. --------- 3.2.5. Buyer shall deliver to Seller instruments, Xxxx, Xxxxxxxx ("Premises") in the form of the lease agreement that is attached to Schedule 3.2.4 ("Lease Agreement") and Purchaser, as Tenant, shall deliver the first month's rent and tax installment. 3.2.5 The Purchaser shall pay to the Seller the Consideration and the Purchased Inventory Consideration (the "Purchase Price") by wire transfer or certified or bank cashier's check. 3.2.6 The Purchaser shall deliver to the Seller instruments, in such form as in each case is satisfactory to the SellerExhibit G hereto, as shall be sufficient to effect the assumption by the Purchaser Buyer of --------- the Assumed Liabilities. 3.2.7 The Purchaser and the Seller shall execute and deliver a cross receipt acknowledging receipt from the other, respectively, of the Purchased Assets and the Purchase Price. 3.2.8 The Purchaser and Seller shall execute the Royalty Agreement. 3.2.9 The Purchaser and Secom shall execute a sublease agreement for the Amplicon leased equipment used by the Seller, in the form of the sublease agreement that is attached to Schedule 3.2.9 ("Sublease Agreement") and the Purchaser, as Tenant, shall deliver the first month's rent and tax installment.

Procedure at the Closing. (a) At the Closing, the following actions will be taken by the parties agree to take and the following steps in the order listed below (provided, however, that upon their completion all such steps of each action shall be deemed a further condition to have occurred simultaneously): Asset Purchase Agreement between Xxxxx-Xxxxxxx, Livonia, LLC and Uniflow Corporation and Secom General Corporationthe Closing: 3.2.1 The Seller (1) the Sellers shall deliver to the Purchaser evidencePurchaser, in such form as in each case is reasonably satisfactory to the Purchaser, that each of the conditions to the obligation of the Purchaser to purchase the Purchased Assets from the Seller which is set forth in Article 9 of this Agreement has been satisfied. 3.2.2 The Purchaser shall deliver to the Seller evidencesuch deeds, in such form as in each case is satisfactory to the Seller, that each of the conditions to the obligation of the Seller to sell the Purchased Assets to the Purchaser which is set forth in Article 10 of this Agreement has been satisfied. 3.2.3 The Seller shall deliver to the Purchaser such bills of sale, endorsements, assignments assignments, receipts and other instruments, in such form as in each case is satisfactory to the Purchaser, instruments as shall be sufficient to vest in the Purchaser good and marketable title to the Purchased Assets, free and clear of all liens, mortgages, pledges, claims and encumbrances, and charges of every kind.except as otherwise permitted or contemplated by this Agreement; 3.2.4 The (2) the Purchaser and Secom shall execute a lease agreement for the property located at 46001 - 00000 Xxxxx Xxxxx Xxxxxx, Xxxx, Xxxxxxxx ("Premises") in the form of the lease agreement that is attached to Schedule 3.2.4 ("Lease Agreement") and Purchaser, as Tenant, shall deliver the first month's rent and tax installment. 3.2.5 The Purchaser shall pay to the Seller the Consideration and the Purchased Inventory Consideration (the "Purchase Price") by wire transfer or certified or bank cashier's check. 3.2.6 The Purchaser shall deliver to the Seller instrumentsSellers, in such form as in each case is reasonably satisfactory to the SellerSellers, as shall be sufficient such assumption agreements and other instruments in form and substance reasonably satisfactory to effect the Sellers to evidence Purchaser's assumption by the Purchaser of the Assumed Liabilities.; 3.2.7 The (3) the Purchaser and shall make the Seller Initial Payment; (4) the Purchaser shall execute and deliver a cross receipt acknowledging receipt from evidence its obligation to pay the other, respectively, balance of the Purchased Assets and the Purchase Price., together with accrued interest thereon, by execution of the Note; 3.2.8 The (5) the Purchaser and Seller Xxxxx Xxxxx shall enter into the Employment Agreement in the form attached hereto with any blanks appropriately filled in; (6) the Purchaser and Parent shall execute the Royalty Agreement. 3.2.9 The Purchaser Security Agreement and Secom shall execute a sublease agreement for the Amplicon leased equipment used by the Seller, other Ancillary Documents in the form of attached hereto with any blanks appropriately filled in; (7) the sublease agreement that is documents attached to Schedule 3.2.9 Exhibit 1.8 shall have been executed; and ("Sublease Agreement") 8) all documents contemplated by Articles 6 and the Purchaser, as Tenant, 7 shall deliver the first month's rent and tax installmenthave been executed and/or delivered.

Procedure at the Closing. At the Closing, the parties agree to ------------------------ take the following steps in the order listed below (provided, however, that upon their completion all such steps shall be deemed to have occurred simultaneously): Asset Purchase Agreement between Xxxxx-Xxxxxxx): 3.2.1. Seller, Livonia, LLC Xxxxxx and Uniflow Corporation and Secom General Corporation 3.2.1 The Seller Shareholders shall deliver to Buyer a Certificate in the Purchaser evidenceform of EXHIBIT C hereto, in such form as in each case is satisfactory to the Purchaser, certifying that each of the --------- conditions to the obligation of the Purchaser Buyer to purchase the Purchased Assets from the Seller which is set forth in Article 9 Section 9.1. through 9.8. of this Agreement has been satisfied. 3.2.2 The Purchaser 3.2.2. Buyer and InfoCure shall each deliver to Seller a Certificate in the Seller evidenceform of EXHIBIT D hereto, in such form as in each case is satisfactory to the Seller, certifying that each of the --------- conditions to the obligation obligations of the Seller to sell the Purchased Assets to the Purchaser Buyer which is set forth in Article 10 of Section 10. in this Agreement has been satisfied. 3.2.3 The 3.2.3. Seller shall deliver to the Purchaser Buyer such deeds, bills of sale, endorsementsendorsements assignments, lease assignments and estoppel agreements (duly executed by the lessor under the leases) and other instruments, including a Xxxx of Sale in such the form as of EXHIBIT E hereto and a Lease Assignment in each case is satisfactory to the Purchaserform of --------- EXHIBIT F hereto, as shall be sufficient to vest in the Purchaser Buyer good and marketable --------- title to the Purchased Assets, free and clear of all liens, mortgages, pledges, encumbrances, and charges of every kindEncumbrances other than Permitted Encumbrances. 3.2.4 The Purchaser and Secom shall execute a lease agreement for the property located at 46001 - 00000 Xxxxx Xxxxx Xxxxxx, Xxxx, Xxxxxxxx ("Premises") in the form of the lease agreement that is attached to Schedule 3.2.4 ("Lease Agreement") and Purchaser, as Tenant, shall deliver the first month's rent and tax installment. 3.2.5 The Purchaser 3.2.4. Buyer shall pay to the Seller the Consideration and cash portion of the Purchased Inventory Consideration Purchase Price (the "Purchase Price"less amounts to be escrowed hereunder) by wire transfer or certified or bank cashier's check. 3.2.6 The Purchaser 3.2.5. Buyer shall deliver to the Seller instruments, in such the form as in each case is satisfactory to the Sellerof EXHIBIT G hereto, as shall be sufficient to effect the assumption by the Purchaser Buyer of --------- the Assumed Liabilities. 3.2.7 The Purchaser 3.2.6. Buyer and the Seller shall execute and deliver a cross receipt acknowledging receipt from the other, respectively, of the Purchased Assets and the Purchase Price. 3.2.8 The Purchaser and Seller shall execute the Royalty Agreement. 3.2.9 The Purchaser and Secom shall execute a sublease agreement for the Amplicon leased equipment used by the Seller, in the form of the sublease agreement that is attached to Schedule 3.2.9 ("Sublease Agreement") and the Purchaser, as Tenant, shall deliver the first month's rent and tax installment.