Common use of Transactions and Documents at Closing Clause in Contracts

Transactions and Documents at Closing. (a) At the Closing: (i) Seller shall convey to Purchaser all of Seller's right, title and interest in and to the Transferred Assets, free and clear of any and all liens, claims, charges and encumbrances, and in furtherance thereof shall deliver to Purchaser one or more General Bills of Sale and Assignment in substantially the form attached hereto as Exhibit B, together with such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as Purchaser and its legal counsel shall reasonably request, including but not limited to any forms or assignments required to transfer to Purchaser the IP Patents and IP Trademarks, and all registrations thereof; and (ii) upon such delivery by Seller: Purchaser shall (A) pay the Closing Payment, in accordance with and subject to the provisions of Section 1.4(b)(i) above; and Purchaser shall assume the Assumed Liabilities by delivering to Seller one or more Assumption Agreements in substantially the form attached hereto as Exhibit C. (b) All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective (except to the extent that the party entitled to the benefit thereof has waived satisfaction or performance thereof as a condition precedent to Closing). (c) Each party shall, at the request of any other party from time to time and at any time, whether on or after the Closing Date, and without further consideration, execute and deliver such deeds, assignments, transfers, assumptions, conveyances, powers of attorney, receipts, acknowledgements, acceptances and assurances as may be reasonably necessary to procure for the party so requesting, and its successors and assigns, or for aiding and assisting in collecting and reducing to possession, any and all of the Transferred Assets or the Assumed Liabilities, or otherwise to satisfy and perform the obligations of the parties hereunder.

Transactions and Documents at Closing. (a) At the Closing: (i) Seller shall convey to Purchaser all of Seller's right, title and interest in and to the Transferred Assets, free and clear of any and all liens, claims, charges and encumbrancesLiens, and in furtherance thereof shall deliver to Purchaser one or more General Bills an Assignment and Xxxx of Sale and Assignment in substantially the form attached hereto as of Exhibit B, together A with respect to the Transferred Assets and such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance and certificates as Purchaser and its legal counsel shall reasonably request, including but not limited to any forms or assignments required to transfer to Purchaser the IP Patents and IP Trademarks, and all registrations thereof; and; (ii) upon such delivery by Seller: , Purchaser shall (A) pay the cash portion of the Purchase Price (i) first, by wire transfer to Bank of immediately available funds in an amount sufficient to pay all Company Indebtedness due to Bank that is secured by a Lien on all or a part of the Transferred Assets (but only to the extent that Seller has not otherwise satisfied the Company Indebtedness and provided evidence thereof satisfactory to Purchaser), and (ii) the excess, if any, next by paying the remaining portion thereof by wire transfer of immediately available funds to a bank account in the continental United States as advised in writing by Seller to Purchaser no less than two Business Days prior to the Closing PaymentDate; (iii) upon such delivery by Seller, Parent shall deliver on behalf of Purchaser, certificates representing, in accordance with the aggregate, _________________ duly and subject to validly authorized and issued, fully paid, non-assessable, unregistered shares of Parent's $0.10 par value per share common stock (collectively, the provisions of Section 1.4(b)(i"Shares"); and (iv) above; and Purchaser shall assume the Assumed Liabilities by delivering to Seller one or more an Instrument of Assumption Agreements in substantially the form attached hereto as of Exhibit C.B. (b) All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective (except to the extent that the party entitled to the benefit thereof has waived satisfaction or performance thereof as a condition precedent to Closing)effective. (c) Each party shall, at the request of any other party from time to time and at any time, whether on or after the Closing Date, and without further consideration, execute and deliver such deeds, assignments, transfers, assumptions, conveyancesconvey- ances, powers of attorney, receipts, acknowledgementsacknowledgments, acceptances and assurances as may be reasonably necessary to procure for the party so requesting, and its transferees, successors and assigns, or for aiding and assisting in collecting and reducing to possession, any and all of the Transferred Assets or the Assumed Liabilities, or otherwise to satisfy and perform the obligations of the parties hereunder.

Transactions and Documents at Closing. (a) At the Closing: (i) Seller shall convey to Purchaser all of Seller's right, title and interest in and to the Transferred Purchased Assets, free and clear of any and all liens, claims, charges and encumbrances, and in furtherance thereof shall deliver to Purchaser one or more a General Bills of Assignment and Bill xx Sale and Assignment in substantially the form attached hereto as Exhibit BC, together with such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as Purchaser and its legal counsel shall reasonably request, including but not limited to any forms or assignments required to transfer to Purchaser the IP Patents and IP Trademarks, and all registrations thereof; and (ii) upon such delivery by Seller: , Purchaser shall (A) pay the Closing Paymentcash portion of the Purchase Price and the promissory notes and the shares as specified in Paragraphs 1.3(a), in accordance with (b), (c) and subject to the provisions of Section 1.4(b)(i(d) above; ) to Seller and Purchaser shall assume the Assumed Liabilities by delivering to Seller one or more an Assumption Agreements Agreement in substantially the form attached hereto as Exhibit C.D. (b) All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective (except to the extent that the party entitled to the benefit thereof has waived satisfaction or performance thereof as a condition precedent to Closing). (c) Each party shall, at the request of any other party from time to time and at any time, whether on or after the Closing Date, and without further consideration, execute and deliver such deeds, assignments, transfers, assumptions, conveyances, powers of attorney, receipts, acknowledgementsacknowledgments, acceptances and assurances as may be reasonably necessary to procure for the party so requesting, and its successors and assigns, or for aiding and assisting in collecting and reducing to possession, any and all of the Transferred Purchased Assets or the Assumed Liabilities, or otherwise to satisfy and perform the obligations of the parties hereunder.

Transactions and Documents at Closing. (a) At the Closing: (i) Seller shall convey to Purchaser all of Seller's right, title and interest in and to the Transferred AssetsInterests, free and clear of any and all liens, claims, charges Encumbrances other than Encumbrances arising under the Securities Act and encumbrances, and in furtherance thereof shall deliver to Purchaser one or more General Bills of Sale and Assignment in substantially the form attached hereto as Exhibit B, together with such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as Purchaser and its legal counsel shall reasonably request, including but not limited to any forms or assignments required to transfer to Purchaser the IP Patents and IP Trademarks, and all registrations thereof; andapplicable state securities laws; (ii) upon Seller shall deliver to Purchaser: A. duly executed instruments of assignment and transfer with respect to the Interests in a form reasonably acceptable to Purchaser; B. certified copies of the Certificate of Formation and Limited Liability Company Agreement of each Company, each as amended to date; C. fully executed copies of payoff letter(s) in form and substance reasonably satisfactory to Purchaser reflecting either (x) the repayment and satisfaction of the Indebtedness specified to be repaid at Closing as set forth on Schedule 3.19 or (y) the release of the Companies as obligors of such delivery Indebtedness, each of which shall provide that (1) all Encumbrances on the Interests and the assets of the Company shall be released and terminated automatically upon, and subject only to, receipt of the payoff amounts indicated therein, (2) the Persons executing such payoff letter shall have all authorizations and power required, without approval of any other Person, to cause the Encumbrance releases provided for therein on behalf of all beneficiaries of such Encumbrances, and (3) Purchaser and its Affiliates (including, from and after the Closing, the Companies) shall be entitled to rely thereon; and any necessary UCC termination statements or other releases as may be reasonably required to evidence the repayment and satisfaction of such Indebtedness or the release of the Companies as obligors of such Indebtedness and the release of such Encumbrances; and all possessory collateral securing any such Indebtedness; D. the consents as set forth on Schedule 3.6, each in a form reasonably acceptable to Purchaser; E. a certificate of good standing for each Company issued by the Secretary of State of the jurisdiction of its respective formation; F. duly adopted resolutions of the members or managers of Seller: Purchaser shall (A) pay , certified by one of its officers as of the Closing PaymentDate, authorizing and approving the execution of this Agreement, the transfer of the Interests and all other action necessary to enable Seller to comply with the terms hereof; G. a certification of non-foreign status in the form prescribed by Treasury Regulation Section 1.1445-2(b) with respect to Seller; H. a certificate from an officer of Seller, given by him or her on behalf of Seller, and not in his or her individual capacity, in accordance with form and subject substance reasonably satisfactory to Purchaser certifying that the conditions set forth in Sections 7.1 and 7.3 have been satisfied; I. the certificate required by Section 7.4; J. a copy of the Escrow Agreement, duly executed by Seller and the Escrow Agent, which Seller shall also deliver to the provisions Escrow Agent; K. a counterpart of Section 1.4(b)(i) above; the Transition Services Agreement (the “Transition Services Agreement”), in form and substance satisfactory to Purchaser shall assume and Seller, regarding the Assumed Liabilities provision of certain services by delivering Seller or an affiliate thereof to the Companies and their affiliates after the Closing, such counterpart duly executed by Seller and, if applicable, one or more Assumption Agreements affiliates thereof and the Companies, as applicable; L. evidence that the Companies have forgiven any indebtedness, collectables, receivables, payables or other intercompany accounts owed to either Company from Seller Guarantor or any subsidiary of Seller Guarantor and evidence that, to the extent applicable, Seller Guarantor and each subsidiary of Seller Guarantor has forgiven any of same owed to Seller Guarantor or such subsidiary, as applicable, from either Company; provided that this subsection shall not apply to any indebtedness, collectables, receivables, payables or other intercompany accounts between Moncure and Xxxxxxx; and M. such other agreements, certificates and documents as may be reasonably requested by Purchaser to effectuate or evidence the transactions contemplated hereby. (iii) Purchaser shall: A. deliver to Seller payment of the Base Cash Consideration less the Escrow Amount by wire transfer in substantially immediately available funds; B. deliver to the Escrow Agent the Escrow Amount; C. deliver to Seller and the Escrow Agent a copy of the Escrow Agreement, duly executed by Purchaser; D. deliver to Seller a certificate of existence and good standing for the Purchaser issued by the Secretary of State of its jurisdiction of formation; E. deliver to Seller true and complete copies of (1) duly adopted resolutions of the Board of Directors of Purchaser Guarantor certified by the Secretary or Assistant Secretary of Purchaser Guarantor as of the Closing Date, authorizing and approving the execution and delivery of this Agreement by Purchaser Guarantor and the performance of Purchaser Guarantor’s obligations hereunder, and (2) a duly executed written consent of the Sole Manager of Purchaser as of the Closing Date, authorizing and approving the execution and delivery of this Agreement by Purchaser and the performance of Purchaser’s obligations hereunder; F. deliver to Seller a certificate from an officer of Purchaser, given by him or her on behalf of Purchaser, and not in his or her individual capacity, in form attached hereto and substance reasonably satisfactory to Seller certifying that the conditions set forth in Sections 8.1 and 8.2 have been satisfied; G. deliver to Seller a counterpart to the Transition Services Agreement duly executed by Purchaser; H. deliver to Seller evidence in form and substance reasonably satisfactory to Seller that Purchaser has provided substitute collateral sufficient to cause or otherwise has caused Seller Guarantor and any subsidiaries thereof (other than the Companies) to be fully released from each of the agreements, contracts, insurance policies and letters of credit listed on Schedule 1.7(a)(iii); and I. such other agreements, certificates and documents as Exhibit C.may be reasonably requested by Seller to effectuate or evidence the transactions contemplated hereby; (b) All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective (except to the extent that the party entitled to the benefit thereof has waived satisfaction or performance thereof as a condition precedent to ClosingClosing to the extent permitted by Law). (c) Each party shall, at the request of any other party from time to time from and at any time, whether on or after the Closing DateClosing, and without further consideration, execute and deliver such deeds, assignments, transfers, assumptions, conveyances, powers of attorney, receipts, acknowledgementsacknowledgments, acceptances acceptances, and assurances and take such other actions as may be reasonably necessary to procure for the party so requesting, and its successors and assigns, or for aiding and assisting in collecting and reducing to possession, any and all of the Transferred Assets or the Assumed LiabilitiesInterests, or otherwise to satisfy and perform the obligations of the parties such party hereunder.

Transactions and Documents at Closing. (a) At the Closing: (i) , the Seller shall convey to Purchaser all of Seller's right, title and interest in and to the Transferred Assets, free and clear of any and all liens, claims, charges and encumbrances, and in furtherance thereof shall deliver to Purchaser one certificates evidencing the MSAI Shares, duly endorsed in blank or more General Bills of Sale accompanied by duly executed stock transfer powers, and Assignment upon such delivery Purchaser shall: (i) pay to the Seller the Purchase Price Cash Component; (ii) deliver to the Seller the Promissory Note; (iii) deliver to the Seller the Goodwill Purchase Agreement (the "Goodwill Agreement") in substantially the form attached hereto as Exhibit BEXHIBIT ------------------- ------- E, together with such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as Purchaser and its legal counsel shall reasonably requestthe consideration contemplated thereby, including but not limited the -- promissory note to any forms or assignments required to transfer to Purchaser be executed in connection therewith (together with the IP Patents Promissory Note, the "Notes"); and IP Trademarks, and all registrations thereof; and (iiiv) upon such delivery by Seller: Purchaser shall (A) pay the Closing Payment, in accordance with and subject deliver to the provisions of Seller the Parent Common ----- Stock contemplated by Section 1.4(b)(i) above; 2.04 and Purchaser shall assume the Assumed Liabilities by delivering to Seller one or more Assumption Agreements in substantially the form attached hereto as Exhibit C. (b) Noncompetition Agreement and any other amount payable at Closing thereunder, All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective (except for any of the same as to the extent that which the party entitled to the benefit thereof has waived in writing satisfaction or performance thereof as a condition precedent to Closing). (cb) Each party shall, at the request of any other party from From time to time and at any time, at either Party's reasonable request, whether on or after the Closing Date, and without further consideration, the Parties shall execute and deliver such deeds, assignments, transfers, assumptions, conveyances, powers further documents and instruments of attorney, receipts, acknowledgements, acceptances conveyance and assurances transfer and shall take such further reasonable actions as may be reasonably necessary or convenient to procure for transfer and convey to Purchaser all of the party so requestingSeller's right, title and its successors interest in and assignsto the MSAI Shares, or for aiding free and assisting in collecting and reducing to possession, clear of any and all of the Transferred Assets or the Assumed Liabilitiesliens, claims, charges and encumbrances, or as may otherwise be necessary or convenient to satisfy and perform carry out the obligations intent of the parties hereunderthis Agreement.

Transactions and Documents at Closing. (a) At the Closing: (i) Seller shall deliver to Purchaser: (A) duly adopted resolutions of the Board of Directors and Shareholders of Seller, certified by the Secretary or Assistant Secretary of the Seller, dated as of the Closing Date, authorizing and approving the execution of this Agreement and all other action necessary to enable Seller to comply with the terms hereof; (B) an opinion from Xxxx, Xxxxx & Cate, counsel to Seller and the Shareholders, dated as of the Closing Date, in substantially the form attached hereto as Exhibit A; (C) such consents, authorizations and approvals as are necessary for the consummation of the transactions contemplated herein from any and all Governments having jurisdiction over the transactions contemplated by this Agreement, or any part hereof; (D) such consents and approvals from any other Persons having business relations with the Seller as are necessary in Purchaser's reasonable opinion for the assignment to and assumption by Purchaser, and the continuation in full force and effect after the Closing, of the Assigned Contracts and Seller's Business in the same manner as conducted prior to Closing; and (E) such estoppel certificates or other instruments from such of Seller's lessors and lenders, in form and substance reasonably satisfactory to Purchaser, regarding the status of all Assigned Contracts, as Purchaser shall reasonably designate; and (ii) Purchaser shall deliver to Seller (A) duly adopted resolutions of the Board of Directors of Purchaser, certified by the Secretary or Assistant Secretary of the Purchaser, dated as of the Closing Date, authorizing and approving the execution of this Agreement and all other action necessary to enable Purchaser to comply with the terms hereof; (B) an opinion from Xxxxxxxxxx & Xxxx, counsel to Purchaser, dated as of the Closing Date, in substantially the form attached hereto as Exhibit B attached hereto. (b) At the Closing: (i) Seller shall convey to Purchaser all of Seller's right, title and interest in and to the Transferred Assets, free and clear of any and all liensLiens (as defined in Paragraph 7.11(l) hereof), claims, charges and encumbrancesexcept Permitted Liens (as defined in Paragraph 3.11 hereof), and in furtherance thereof shall deliver to Purchaser one or more a General Bills Assignment and Xxxx of Sale and Assignment in substantially the form attached hereto as Exhibit BC, together with such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as Purchaser and its legal counsel shall reasonably request, including but not limited to any forms or assignments required to transfer to Purchaser the IP Patents and IP Trademarks, and all registrations thereof; and (ii) upon such delivery by Seller: , Purchaser shall (A) pay the Closing PaymentCash Portion of the Purchase Price to Seller, in accordance with and subject to the provisions of Section 1.4(b)(iimmediately available funds, (B) above; and Purchaser shall assume the Assumed Liabilities by delivering to Seller one or more an Assumption Agreements Agreement in substantially the form attached hereto as Exhibit C.D, and (C) pay the Bank Portion of the Purchase Price to the Bank in immediately available funds; (biii) following such actions, Purchaser and Xxx Xxxxxxx shall each deliver to the other a fully executed copy of the First Consulting Agreement (as defined in Paragraph 2.3 hereof) and Purchaser and Xxxxxxx Xxxxxxx shall each deliver to the other a fully executed copy of the Second Consulting Agreement (as defined in Paragraph 2.3 hereof); and (iv) following such actions, Purchaser and Xxx Xxxxxxx shall each deliver to the other a fully executed copy of the Lincolnwood Lease, the Alsip Lease, and the Xxxx Lease (each as defined in Paragraph 2.8 hereof). (c) All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective (except to the extent that the party entitled to the benefit thereof has waived satisfaction or performance thereof as a condition precedent to Closing). (cd) Each party shall, at the request of any other party from time to time and at any time, whether on or after the Closing Datedate hereof, and without further consideration, execute and deliver such deeds, assignments, transfers, assumptions, conveyances, powers of attorney, receipts, acknowledgementsacknowledgments, acceptances and assurances as may be reasonably necessary to procure for the party so requesting, and its successors and assigns, or for aiding and assisting in collecting and reducing to possession, any and all of the Transferred Assets or the Assumed Liabilities, or otherwise to satisfy and perform the obligations of the parties hereunder.

Transactions and Documents at Closing. (a) At the Closing: (i) Seller shall convey to Purchaser all of Seller's right, title and interest in and to the Transferred Assets, free and clear of any and all liens, claims, charges and encumbrancesLiens except the lessor's interest in the IDB Lease, and in furtherance thereof shall deliver has delivered to Purchaser one or more General Bills (x) an Assignment and Xxxx of Sale and Assignment in substantially the form attached hereto as of Exhibit BA with respect to the Transferred Assets other than the Owned Real Property, together (y) a General Warranty Deed in the form of Exhibit B with respect to the Owned Real Property, and (z) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance and certificates as Purchaser and its legal counsel shall reasonably request, including but not limited to any forms or assignments required to transfer to Purchaser the IP Patents and IP Trademarks, and all registrations thereof; and; (ii) upon such delivery by Seller: , Purchaser shall (A) pay the Closing Paymentcash portion of the Purchase Price (i) first, by wire transfer to Lenders of immediately available funds in accordance with and subject an amount sufficient to pay all Company Indebtedness due to Lenders (but only to the provisions extent that Seller has not otherwise satisfied the Company Indebtedness and provided evidence thereof satisfactory to Purchaser), and (ii) the excess, if any, next by paying the remaining portion thereof by wire transfer of Section 1.4(b)(iimmediately available funds to a bank account in the continental United States as advised in writing by Seller to Purchaser; and (iii) above; and Purchaser shall assume the Assumed Liabilities by delivering to Seller one or more an Instrument of Assumption Agreements in substantially the form attached hereto as of Exhibit C. (b) All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective (except to the extent that the party entitled to the benefit thereof has waived satisfaction or performance thereof as a condition precedent to Closing)effective. (c) Each party shall, at the request of any other party from time to time and at any time, whether on or after the Closing Date, and without further consideration, execute and deliver such deeds, assignments, transfers, assumptions, conveyancesconvey- ances, powers of attorney, receipts, acknowledgementsacknowledgments, acceptances and assurances as may be reasonably necessary to procure for the party so requesting, and its transferees, successors and assigns, or for aiding and assisting in collecting and reducing to possession, any and all of the Transferred Assets or the Assumed Liabilities, or otherwise to satisfy and perform the obligations of the parties hereunder.