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): 3.2.1. Seller and Shareholder shall deliver to Buyer a Certificate in the form of Exhibit B hereto, certifying that each of the conditions to the --------- obligation of Buyer to purchase the Purchased Assets from Seller which is set forth in Sections 9.1. through 9.8. of this Agreement has been satisfied. 3.2.2. Buyer and InfoCure shall each deliver to Seller a Certificate in the form of Exhibit C hereto, certifying that each of the --------- conditions to the obligations of Seller to sell the Purchased Assets to Buyer which is set forth in Section 10. in this Agreement has been satisfied. 3.2.3. Seller shall deliver to 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 ▇▇▇▇ of Sale in the form of Exhibit D hereto and a Lease Assignment in the form of --------- Exhibit E hereto, as shall be sufficient to vest in Buyer good --------- and marketable title to the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances. 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 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 deliver to Seller instruments, in the form of Exhibit G hereto, as shall be sufficient to effect the assumption by Buyer of --------- the Assumed Liabilities.

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): 3.2.1. Seller and Shareholder shall deliver to Buyer a Certificate in the form of Exhibit B C hereto, certifying that each of the conditions to the --------- obligation of --------- Buyer to purchase the Purchased Assets from Seller which is set forth in Sections 9.1. through 9.8Section 8. of this Agreement has been satisfied. 3.2.2. Buyer and InfoCure shall each deliver to Seller a Certificate in the form of Exhibit C D hereto, certifying that each of the --------- conditions to the --------- obligations of Seller to sell the Purchased Assets to Buyer which is set forth in Section 109. in this Agreement has been satisfied. 3.2.3. Seller shall deliver to Buyer such deeds, bills of sale, endorsements endorsements, assignments, lease assignments and estoppel agreements (duly executed by the lessor under the leases) and other instruments, including a ▇▇▇▇ of Sale in the form of Exhibit D hereto and a Lease Assignment in the form of --------- Exhibit E hereto, as shall be sufficient to vest in Buyer --------- good --------- and marketable title to the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances. 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 Net Worth Adjustment as provided in less amounts to be escrowed pursuant to Section 2.1.1.C. above2.1.1.) by wire transfer in accordance with the Wire Transfer Instructions attached hereto as Exhibit F. --------- 3.2.5. Buyer shall deliver to Seller instruments, in the form of Exhibit G hereto, as shall be sufficient to effect the assumption by Buyer of --------- the Assumed Liabilities.

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): 3.2.1. Seller Seller, ▇▇▇▇▇▇ and Shareholder Shareholders shall deliver to Buyer a Certificate in the form of Exhibit B EXHIBIT C hereto, certifying that each of the --------- conditions to the --------- obligation of Buyer to purchase the Purchased Assets from Seller which is set forth in Sections Section 9.1. through 9.8. of this Agreement has been satisfied. 3.2.2. Buyer and InfoCure shall each deliver to Seller a Certificate in the form of Exhibit C EXHIBIT D hereto, certifying that each of the --------- conditions to the obligations of Seller to sell the Purchased Assets to Buyer which is set forth in Section 10. in this Agreement has been satisfied. 3.2.3. Seller shall deliver to 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 ▇▇▇▇ of Sale in the form of Exhibit D EXHIBIT E hereto and a Lease Assignment in the form of --------- Exhibit E EXHIBIT F hereto, as shall be sufficient to vest in Buyer good --------- and marketable --------- title to the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances. 3.2.4. Buyer shall pay to Seller the cash portion of the Purchase Price (after the application of the estimate of the amount of the EBITDA Adjustment and Net Worth Adjustment as provided in Section 2.1.1.C. aboveless amounts to be escrowed hereunder) by wire transfer in accordance with the Wire Transfer Instructions attached hereto as Exhibit F. ---------or certified or bank cashier's check. 3.2.5. Buyer shall deliver to Seller instruments, in the form of Exhibit EXHIBIT G hereto, as shall be sufficient to effect the assumption by Buyer of --------- the Assumed Liabilities. 3.2.6. Buyer and Seller shall execute and deliver a cross receipt acknowledging receipt from the other, respectively, of the Purchased Assets and the Purchase Price.

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): 3.2.1. Seller and Shareholder shall deliver to Buyer a Certificate in the form of Exhibit EXHIBIT B hereto, certifying that each of the conditions to the --------- obligation of Buyer to purchase the Purchased Assets from Seller which is set forth in Sections 9.1. through 9.8. of this Agreement has been satisfied. 3.2.2. Buyer and InfoCure shall each deliver to Seller a Certificate in the form of Exhibit EXHIBIT C hereto, certifying that each of the --------- conditions to the obligations of Seller to sell the Purchased Assets to Buyer which is set forth in Section 10. in this Agreement has been satisfied. 3.2.3. Seller shall deliver to 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 ▇▇Bill ▇▇ of Sale in the form of Exhibit EXHIBIT D hereto and a Lease Assignment in the form of --------- Exhibit EXHIBIT E hereto, as shall be sufficient to vest in Buyer good --------- and marketable title to the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances. 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 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. ---------EXHIBIT F. 3.2.5. Buyer shall deliver to Seller instruments, in the form of Exhibit EXHIBIT G hereto, as shall be sufficient to effect the assumption by Buyer of --------- the Assumed Liabilities.

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 ▇▇▇▇▇-▇▇▇▇▇▇▇, Livonia, LLC and Uniflow Corporation and Secom General Corporation 3.2.1. 3.2.1 The Seller and Shareholder shall deliver to Buyer a Certificate the Purchaser evidence, in such form as in each case is satisfactory to the form of Exhibit B heretoPurchaser, certifying that each of the conditions to the --------- obligation of Buyer the Purchaser to purchase the Purchased Assets from the Seller which is set forth in Sections 9.1. through 9.8. Article 9 of this Agreement has been satisfied. 3.2.2. Buyer and InfoCure 3.2.2 The Purchaser shall each deliver to the Seller a Certificate evidence, in such form as in each case is satisfactory to the form of Exhibit C heretoSeller, certifying that each of the --------- conditions to the obligations obligation of the Seller to sell the Purchased Assets to Buyer the Purchaser which is set forth in Section 10. in Article 10 of this Agreement has been satisfied. 3.2.3. 3.2.3 The Seller shall deliver to Buyer the Purchaser such deeds, bills of sale, endorsements assignmentsendorsements, lease assignments and estoppel agreements (duly executed by the lessor under the leases) and other instruments, including a ▇▇▇▇ of Sale in such form as in each case is satisfactory to the form of Exhibit D hereto and a Lease Assignment in the form of --------- Exhibit E heretoPurchaser, as shall be sufficient to vest in Buyer the Purchaser good --------- and marketable title to the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrancesliens, mortgages, pledges, encumbrances, and charges of every kind. 3.2.4. Buyer 3.2.4 The Purchaser and Secom shall execute a lease agreement for the property located at 46001 - ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇ ("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 (after the application of the estimate of the amount of the EBITDA Adjustment and Net Worth Adjustment as provided in Section 2.1.1.C. abovePrice") by wire transfer in accordance with the Wire Transfer Instructions attached hereto as Exhibit F. ---------or certified or bank cashier's check. 3.2.5. Buyer 3.2.6 The Purchaser shall deliver to the Seller instruments, in such form as in each case is satisfactory to the form of Exhibit G heretoSeller, as shall be sufficient to effect the assumption by Buyer 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. (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):the Closing: 3.2.1. Seller and Shareholder (1) the Sellers shall deliver to Buyer a Certificate the Purchaser, in the form of Exhibit B hereto, certifying that each of the conditions reasonably satisfactory to the --------- obligation of Buyer to purchase the Purchased Assets from Seller which is set forth in Sections 9.1. through 9.8. of this Agreement has been satisfied. 3.2.2. Buyer and InfoCure shall each deliver to Seller a Certificate in the form of Exhibit C heretoPurchaser, certifying that each of the --------- conditions to the obligations of Seller to sell the Purchased Assets to Buyer which is set forth in Section 10. in this Agreement has been satisfied. 3.2.3. Seller shall deliver to Buyer such deeds, bills of sale, endorsements endorsements, assignments, lease assignments and estoppel agreements (duly executed by the lessor under the leases) receipts and other instruments, including a ▇▇▇▇ of Sale in the form of Exhibit D hereto and a Lease Assignment in the form of --------- Exhibit E hereto, instruments as shall be sufficient to vest in Buyer good --------- and marketable title to the Purchaser the Purchased Assets, free and clear of all Encumbrances liens, claims and encumbrances, except as otherwise permitted or contemplated by this Agreement; (2) the Purchaser shall execute to the Sellers, in form reasonably satisfactory to the Sellers, such assumption agreements and other than Permitted Encumbrances.instruments in form and substance reasonably satisfactory to the Sellers to evidence Purchaser's assumption of the Assumed Liabilities; 3.2.4. Buyer (3) the Purchaser shall make the Initial Payment; (4) the Purchaser shall evidence its obligation to pay to Seller the balance of the Purchase Price (after the application Price, together with accrued interest thereon, by execution of the estimate of Note; (5) the amount of Purchaser and ▇▇▇▇▇ ▇▇▇▇▇ shall enter into the EBITDA Adjustment and 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 deliver to Seller instruments, Employment Agreement in the form of attached hereto with any blanks appropriately filled in; (6) the Purchaser and Parent shall execute the Security Agreement and the other Ancillary Documents in the form attached hereto with any blanks appropriately filled in; (7) the documents attached to Exhibit G hereto, as 1.8 shall be sufficient to effect the assumption have been executed; and (8) all documents contemplated by Buyer of --------- the Assumed LiabilitiesArticles 6 and 7 shall have been executed and/or delivered.

Procedure at the Closing. At the Closing, the parties agree to take ------------------------ 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): 3.2.1. Seller and Shareholder Shareholders shall deliver to Buyer a Certificate in the form of Exhibit B EXHIBIT C hereto, certifying that each of the conditions to the --------- obligation of Buyer to purchase the Purchased Assets from Seller which is set forth in Sections 9.1. through 9.8. of this Agreement has been satisfied. 3.2.2. Buyer and InfoCure shall each deliver to Seller a Certificate in the form of Exhibit C EXHIBIT D hereto, certifying that each of the --------- conditions to the obligations of Seller to sell the Purchased Assets to Buyer which is set forth in Section 10. in this Agreement has been satisfied. 3.2.3. Seller shall deliver to 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 ▇▇▇▇ of Sale in the form of Exhibit D EXHIBIT E hereto and a Lease Assignment in the form of --------- Exhibit E EXHIBIT F hereto, as shall be sufficient to vest in Buyer good --------- and marketable --------- title to the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances. 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 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 deliver to Seller instruments, in the form of Exhibit G hereto, as shall be sufficient to effect the assumption by Buyer of --------- the Assumed Liabilities.

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): 3.2.1. Buyer shall execute and deliver to Seller the Senior Note A, the Senior Note B and Shareholder the Junior Note referenced in Section 2.1 above. 3.2.2. Buyer shall execute and deliver to Seller the Senior Security Agreement, the Junior Security Agreement and the Pledge Agreement referenced in Section 2.6 above. 3.2.3. Seller shall deliver to Buyer a Certificate substantially in the form of Exhibit B EXHIBIT D hereto, certifying that each of the conditions to the --------- obligation of Buyer to purchase the Purchased Assets from Seller which is set forth in Sections 9.1. through 9.8. Section 8 of this Agreement has been satisfied. 3.2.23.2.4. Buyer and InfoCure shall each deliver to Seller a Certificate substantially in the form of Exhibit C EXHIBIT E hereto, certifying that each of the --------- conditions to the obligations of Seller to sell the Purchased Assets to Buyer which is set forth in Section 10. 9 in this Agreement has been satisfied. 3.2.33.2.5. Seller shall deliver to Buyer such deeds, bills of sale, endorsements endorsements, assignments, lease assignments and estoppel agreements (duly executed by the lessor under the leases) and other instruments, including a ▇▇▇▇ of Sale substantially in the form of Exhibit D hereto and a Lease Assignment in the form of --------- Exhibit E EXHIBIT F hereto, as shall be sufficient to vest in Buyer good --------- and marketable title to the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances. 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 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. --------- 3.2.53.2.6. Buyer shall deliver to Seller instrumentsan instrument, substantially in the form of Exhibit EXHIBIT G hereto, as shall be sufficient to effect the assumption by Buyer of --------- the Assumed Liabilities. 3.2.7. Buyer and Seller shall execute and deliver the Sublease Agreement substantially in the form of EXHIBIT H hereto relating to the sublease by Buyer of the facility located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, which sublease shall provide for a term through December 31, 2004, but which shall allow Buyer to terminate the sublease at anytime upon ninety (90) days prior written notice. 3.2.8. Buyer and Zila shall execute and deliver the Distribution Agreement substantially in the form of EXHIBIT I hereto pursuant to which Seller shall agree to sell Buyer certain products, including Peridex and Pro-Ties. 3.2.9. Buyer and Zila shall execute and deliver the Zila Restrictive Covenant Agreement and Buyer and FS Buyer shall execute and deliver the Transition Agreement (as defined in Section 8.9.). 3.2.10. Seller will deliver to Buyer all leases, contracts, commitments, agreements, and rights of Seller to be transferred by Seller to Buyer pursuant hereto, with assignments thereof and consents to the assignment thereof as may be necessary, in the opinion of Buyer's counsel, to assure Buyer of the full benefit of such leases, contracts, commitments, agreements, and rights. Seller shall deliver to Buyer all books, records, and other data relating to the Purchased Assets, the Assumed Liabilities, and the business and operation of the Acquired Business.