Common use of Transactions at Closing Clause in Contracts

Transactions at Closing. At the Closing, the following actions shall occur, which actions shall be deemed to take place simultaneously and no action shall be deemed to have been completed or any document delivered until all such actions have been completed and all required documents delivered: (a) The Seller shall duly execute and deliver to the Buyer such certificates of title or other instruments of assignment and transfer with respect to the Acquired Assets as the Buyer may reasonably request and as may be necessary to vest in the Buyer good and marketable title to all of the Acquired Assets; (b) The Seller shall provide the Buyer with true and correct copies of resolutions of the Seller’s Board of Directors, authorizing the transactions contemplated under this Agreement; (c) Buyer shall provide the Seller with: (i) a validly executed share certificate covering the Share Consideration (other than the Holdback Shares), issued in the name of the Seller; (d) Buyer shall provide the Escrow Agent with a validly executed share certificate covering the Holdback Shares, issued in the name of the Escrow Agent; (e) Buyer shall provide the Seller with true and correct copies of resolutions of Buyer’s Board of Directors approving the transaction contemplated hereby, the issuance of the Share Consideration (including the Holdback Shares) and the payment of the Royalty Consideration and the potential issuance of Additional Buyer Stock. (f) Buyer shall provide the Seller with an opinion of Buyer’s counsel, addressed to Seller and dated as of the Closing date, substantially in the form attached hereto as Schedule 10.10.

Transactions at Closing. At the Closing, subject to the following actions terms and conditions hereof: 3.2.1 Seller shall occur, which actions shall deliver or cause to be deemed delivered to take place simultaneously and no action shall be deemed to have been completed or any document delivered until all such actions have been completed and all required documents deliveredPurchaser: (a) The Seller shall duly execute and deliver to the Buyer such certificates of title or other instruments of assignment and transfer with respect to the Acquired Assets as the Buyer may reasonably request and as may be necessary to vest in the Buyer good and marketable title to all executed counterparts of the Acquired AssetsAssignment and Assumption Agreement, Intellectual Property Assignment Agreement, Xxxx of Sale and Transition Services Agreement to which it is a Party; (b) The a letter from Seller shall provide to the Buyer with true and correct copies of resolutions of FDA, duly executed by Seller, transferring the Seller’s Board of Directors, authorizing rights to the transactions contemplated under this AgreementRegistrations to Purchaser; (c) Buyer shall provide a certificate of a duly authorized officer of Seller certifying as to the Seller with: matters set forth in Sections 7.2.1 and 7.2.2; (id) a validly executed certificate, in form and substance reasonably satisfactory to Purchaser, certifying that the transactions contemplated by this Agreement are exempt from withholding under Section 1445 of the Code; and (e) such other documents and instruments as may be reasonably necessary to effect or evidence the Transactions. 3.2.2 Purchaser shall deliver or cause to be delivered to Seller: (a) the Purchase Price, which for greater certainty shall include delivery of the Consideration Shares in the form of one or more definitive share certificate covering certificates representing the Share Consideration (other than the Holdback Shares), issued Shares registered in the name of Seller or registered in the name of “CDS & Co.”, as nominee for Seller, and/or in such other name or names as Seller may direct Purchaser and Parent in writing not less than three (3) Business Days prior to the Closing Date; (b) executed counterparts of the Assignment and Assumption Agreement, Intellectual Property Assignment Agreement, Xxxx of Sale and Transition Services Agreement to which it is a Party; (c) a letter from Purchaser to the FDA duly executed by Purchaser, assuming responsibility for the Registrations from Seller; (d) Buyer shall provide a certificate of a duly authorized officer of Purchaser certifying as to the Escrow Agent with a validly executed share certificate covering the Holdback Shares, issued matters set forth in the name of the Escrow Agent;Sections 7.3.1 and 7.3.2; and (e) Buyer shall provide such other documents and instruments as may be reasonably necessary to effect or evidence the Seller with true and correct copies of resolutions of Buyer’s Board of Directors approving the transaction contemplated hereby, the issuance of the Share Consideration (including the Holdback Shares) and the payment of the Royalty Consideration and the potential issuance of Additional Buyer StockTransactions. (f) Buyer shall provide the Seller with an opinion of Buyer’s counsel, addressed to Seller and dated as of the Closing date, substantially in the form attached hereto as Schedule 10.10.

Transactions at Closing. At the ClosingClosing (except as provided in paragraphs (a), the following actions shall occur, which actions shall be deemed to take place simultaneously (c) and no action shall be deemed to have been completed or any document delivered until all such actions have been completed and all required documents delivered:(e) below): (a) The Seller Sellers shall duly execute and deliver to the Buyer or its nominee or nominees such bills of sale, certificates of title or and other instruments of assignment and or transfer with respect to the Acquired Assets as the Buyer may reasonably request and as may be necessary to vest in the Buyer good and marketable title to all of the Sellers' title to the Acquired Assets;, including a Xxxx of Sale and Conveyance in the form of Exhibit A1 hereto and Patent Assignments in the form of Exhibit A2 hereto; certain ancillary transfer instruments, such as vehicle certificates of title, may be delivered promptly after the Closing Date. (b) The Seller Buyer shall provide deliver the Buyer with true and correct copies of resolutions of Purchase Price by wire transfer to the Seller’s Board of Directors, authorizing the transactions contemplated under this Agreement;Sellers. (c) The Buyer shall provide duly execute and deliver to the Seller with: (i) a validly executed share certificate covering Sellers such instruments of assumption with respect to the Share Consideration (other than Assumed Obligations as the Holdback Shares)Sellers may reasonably request, issued including an Assumption Agreement in the name form of Exhibit A3 hereto; certain ancillary instruments of assumption may be delivered promptly after the Seller;Closing Date. (d) The Buyer and the Sellers, as applicable, shall provide each duly execute and deliver the Escrow Agent Intellectual Property Agreements, the Master Services Agreements, the Supply Agreements, the Lease Agreement, the Sublease Agreements and the Non-Disclosure Agreement (as such terms are defined in Article 9 hereof and referred to collectively with a validly executed share certificate covering this Agreement as the Holdback Shares, issued in the name of the Escrow Agent;"Transaction Documents"). (e) At the Closing or as promptly as practicable thereafter and subject to the Buyer shall provide the Seller with true and correct copies of resolutions of Buyer’s Board of Directors approving the transaction contemplated herebyhaving met applicable security requirements under applicable law, the issuance Sellers shall deliver all such keys, locks, safe combinations, security system codes and other similar items as the Sellers possess for the Buyer to obtain full occupation and control of the Share Consideration (including Acquired Assets and access to the Holdback Shares) premises subject to the Subleases and the payment of the Royalty Consideration and the potential issuance of Additional Buyer StockLease Agreement. (f) The Buyer and TI shall provide enter into the Seller with an opinion of Buyer’s counsel, addressed to Seller and dated TI Manufacturing Agreement (as of the Closing date, substantially defined in the form attached hereto as Schedule 10.10.Section 9.15

Transactions at Closing. At or before the Closing, each of the following actions shall occur, which actions shall be deemed to take place simultaneously and no action shall be deemed to have been completed or any document delivered until all such actions have been completed and all required documents delivered: (a) The Seller shall deliver the Assignment; (b) Seller shall duly execute and deliver to Buyer the Buyer Xxxx of Sale and such other certificates of title or and other instruments of assignment and or transfer with respect to the Acquired Assets Assets, all in such form as the is reasonably acceptable to Buyer's counsel, as Buyer may reasonably request and as may be necessary to vest in the Buyer good and marketable title to all of Seller's right, title and interest in and to the Acquired Assets; (b) The Seller shall provide the Buyer with true Assets free and correct copies clear of resolutions of the Seller’s Board of Directors, authorizing the transactions contemplated under this Agreementall Liens; (c) Buyer shall provide deliver to Seller the Seller with: (i) a validly executed share certificate covering shares of Common Stock representing the Share Consideration (other than the Holdback Shares), issued in the name first installment of the SellerPurchase Price as provided in Section 3.2 hereof; (d) Buyer and Seller shall provide allocate all expenses under real estate and equipment leases, to the Escrow Agent with a validly executed share certificate covering extent such leases constitute Assumed Contracts, such that Seller shall be responsible for all rental thereunder through the Holdback Sharesdate of closing, issued in and Buyer shall be responsible for all rental thereunder thereafter. Buyer or Seller, as the name of case may be, shall make an appropriate payment to the Escrow Agent; other such party at the Closing to implement such allocation; and (e) Buyer and Seller shall provide the Seller with true duly execute or deliver such certificates and correct copies of resolutions of Buyer’s Board of Directors approving the transaction contemplated hereby, the issuance of the Share Consideration documents (including the Holdback Sharesofficer's and secretary's certificates and certificates of good standing) and third party consents as may be required to effectuate the payment of transactions contemplated by this Agreement or as may be reasonably requested by Buyer or Seller, as the Royalty Consideration and the potential issuance of Additional Buyer Stockcase may be. (f) Buyer shall provide the Seller with an opinion of Buyer’s counsel, addressed to Seller and dated as of the Closing date, substantially in the form attached hereto as Schedule 10.10.

Transactions at Closing. At the Closing, the following actions shall occur, which actions shall be deemed to take place simultaneously and no action shall be deemed to have been completed or any document delivered until all such actions have been completed and all required documents deliveredClosing hereunder: (a) The Buyer shall pay to the Seller the Balance of the Purchase Price by (i) delivery of a certified bank check payable to the order of the Seller or by wire transfer of immediately available federal funds, and (ii) by execution and delivery to Seller of the Note. The Deposit shall be dispersed in accordance with the provisions of Section 10 below. (b) The Seller shall duly execute and deliver to the Buyer or its nominee or nominees such bills of sale, certificates of title or and other instruments of assignment and or transfer with respect to the Acquired Assets as the Buyer may reasonably request and as may be necessary to vest in the Buyer good record and marketable title to all of the Acquired Assets; (b) The Seller shall provide the Buyer with true and correct copies of resolutions of the Seller’s Board of Directors, authorizing the transactions contemplated under this Agreement; (c) Buyer shall provide the Seller with: (i) a validly executed share certificate covering the Share Consideration (other than the Holdback Shares)including, issued in the name of the Seller; (d) Buyer shall provide the Escrow Agent with a validly executed share certificate covering the Holdback Shares, issued in the name of the Escrow Agent; (e) Buyer shall provide the Seller with true and correct copies of resolutions of Buyer’s Board of Directors approving the transaction contemplated herebybut not limited to, the issuance of the Share Consideration (including the Holdback Shares) General Assignment and the payment of the Royalty Consideration and the potential issuance of Additional Buyer Stock. (f) Buyer shall provide the Seller with an opinion of Buyer’s counsel, addressed to Seller and dated as of the Closing date, Bill xx Sale substantially in the form attached hereto as Schedule 10.10EXHIBIT D and made a part hereof. (c) The Seller shall provide a certificate of good standing for the Seller in a form provided by the Secretary of State of Connecticut dated as of a date not more than ten (10) days prior to the Closing Date. (d) The Seller shall execute and deliver to the Buyer, and the Buyer shall execute and deliver to Seller, the Assignment of Lease.

Transactions at Closing. At the Closing, the following actions transactions shall occuroccur and deliveries be made, which actions transactions and deliveries shall be deemed to take place simultaneously and no action transactions and deliveries shall be deemed to have been completed or any document delivered until all such actions transactions have been completed and all required deliveries delivered: 7.3.1. The Seller shall deliver to the Purchaser the following documents deliveredand take the following actions: (a) The Seller shall duly execute and deliver to the Buyer such certificates of title or other instruments of an assignment and transfer assumption agreement with respect to the Acquired Assets as the Buyer may reasonably request and as may be necessary to vest in the Buyer good and marketable title to all of the Acquired Assets; (b) The Seller shall provide the Buyer with true and correct copies of resolutions of the Seller’s Board of Directors, authorizing the transactions contemplated under this Agreement; (c) Buyer shall provide the Seller with: (i) a validly executed share certificate covering the Share Consideration (other than the Holdback Shares), issued in the name of the Seller; (d) Buyer shall provide the Escrow Agent with a validly executed share certificate covering the Holdback Shares, issued in the name of the Escrow Agent; (e) Buyer shall provide the Seller with true and correct copies of resolutions of Buyer’s Board of Directors approving the transaction contemplated hereby, the issuance of the Share Consideration (including the Holdback Shares) and the payment of the Royalty Consideration and the potential issuance of Additional Buyer Stock. (f) Buyer shall provide the Seller with an opinion of Buyer’s counsel, addressed to Seller and dated as of the Closing dateInvest, substantially in the form attached hereto as Schedule 10.10EXHIBIT A (the "Assignment and Assumption Agreement"), duly executed by the Seller; (b) Seller shall deliver a share transfer deed representing transfer by the Seller of the Sold Shares to the Purchaser ("SHARE TRANSFER DEED"), duly executed by the Seller; and (c) Seller shall deliver approval of Bank Hapoalim B.M., which has a floating charge of first degree over all assets of the Seller, to the sale and transfer of the Interest and the Sold Shares to the Purchaser. 7.3.2. The Purchaser shall deliver to the Seller to following documents and take the following actions: (a) Purchaser shall pay to the Seller the Consideration as set forth in Section 1.1 above; (b) Purchaser shall deliver the Assignment and Assumption Agreement, duly executed by Purchaser; (c) Purchaser shall deliver the Share Transfer Deed, duly executed by the Purchaser; and (d) Purchaser shall deliver the written consent of each of Prescient Systems & Technologies Pte. Ltd. and Mr. Aviv Tzidon to the transfer of the Interest to the Purchaser. 7.3.3. The Seller and the Purchaser shall jointly deliver the following: (a) Written consent of the General Partner to the transfer of the Interest to the Purchaser; (b) Resolution of the Board of Directors of the General Partner approving the sale and transfer of the Sold Shares to the Purchaser; and

Transactions at Closing. At or before the Closing, each of the following actions shall occur, which actions shall be deemed to take place simultaneously and no action shall be deemed to have been completed or any document delivered until all such actions have been completed and all required documents delivered: (a) The Seller shall deliver the Assignment; (b) Seller shall duly execute and deliver to Buyer the Buyer Bxxx of Sale and such other certificates of title or and other instruments of assignment and or transfer with respect to the Acquired Assets Assets, all in such form as the is reasonably acceptable to Buyer's counsel, as Buyer may reasonably request and as may be necessary to vest in the Buyer good and marketable title to all of Seller's right, title and interest in and to the Acquired Assets; (b) The Seller shall provide the Buyer with true Assets free and correct copies clear of resolutions of the Seller’s Board of Directors, authorizing the transactions contemplated under this Agreementall Liens; (c) Buyer shall provide deliver to Seller the Seller with: (i) a validly executed share certificate covering shares of Common Stock representing the Share Consideration (other than the Holdback Shares), issued in the name first installment of the SellerPurchase Price as provided in Section 3.2 hereof; (d) Buyer and Seller shall provide allocate all expenses under real estate and equipment leases, to the Escrow Agent with a validly executed share certificate covering extent such leases constitute Assumed Contracts, such that Seller shall be responsible for all rental thereunder through the Holdback Sharesdate of closing, issued in and Buyer shall be responsible for all rental thereunder thereafter. Buyer or Seller, as the name of case may be, shall make an appropriate payment to the Escrow Agent;other such party at the Closing to implement such allocation; and (e) Buyer and Seller shall provide the Seller with true duly execute or deliver such certificates and correct copies of resolutions of Buyer’s Board of Directors approving the transaction contemplated hereby, the issuance of the Share Consideration documents (including the Holdback Sharesofficer's and secretary's certificates and certificates of good standing) and third party consents as may be required to effectuate the payment of transactions contemplated by this Agreement or as may be reasonably requested by Buyer or Seller, as the Royalty Consideration and the potential issuance of Additional Buyer Stockcase may be. (f) Buyer shall provide the Seller with an opinion of Buyer’s counsel, addressed to Seller and dated as of the Closing date, substantially in the form attached hereto as Schedule 10.10.

Transactions at Closing. At the Closing, the following actions shall occur, which actions shall be deemed in addition to take place simultaneously and no action shall be deemed any other instruments or documents referred to have been completed or any document delivered until all such actions have been completed and all required documents deliveredherein: (a) The Seller shall duly execute and deliver to the Buyer or its nominee or nominees such certificates of title or other instruments of assignment and transfer with respect to the Sold Acquired Assets and the Secured Acquired Assets as the Buyer may reasonably request and as may be necessary to vest in the Buyer good and marketable title to all of the Sold Acquired Assets;, in each case subject to no Encumbrance (as defined in Section 5.8) except for the Encumbrances specified in Schedule 4.2 (a) hereto (the "Permitted Encumbrances"). (b) The Buyer shall duly execute and deliver to the Seller shall provide such instruments of assumption and other documents with respect to the Buyer with true and correct copies of resolutions of Assumed Obligations as the Seller’s Board of Directors, authorizing the transactions contemplated under this Agreement;Seller may reasonably request. (c) The Buyer shall provide deliver to the Seller with: the Shares subject to the provisions of Section 10.8. (id) The Buyer shall deliver the $25,000 payable at the Closing pursuant to Section 3.1(c) by wire transfer to the Seller or to such other entity or entities as the Seller shall designate to the Buyer. (e) The Seller shall deliver to the Buyer pay-off letters and lien discharges (or agreements therefor) satisfactory to the Buyer from each creditor listed on Schedule 2.2. (f) Each of the parties hereto shall execute and deliver, or cause to be executed and delivered, each of the agreements required to be signed or delivered by such party pursuant to Sections 8 and 9. (g) The Buyer shall deliver to the Seller the Secured Acquired Assets Promissory Note and the Deferred Payment Note. (h) The Seller shall execute and deliver to the Buyer a validly executed share certificate covering certificate, prepared by the Share Consideration (other than the Holdback Shares)Buyer, issued in form for filing, changing the name of the Seller; (d) Buyer , the costs for filing of which shall provide be the Escrow Agent with a validly executed share certificate covering the Holdback Shares, issued in the name responsibility of the Escrow Agent; (e) Buyer shall provide the Seller with true and correct copies of resolutions of Buyer’s Board of Directors approving the transaction contemplated hereby, the issuance of the Share Consideration (including the Holdback Shares) and the payment of the Royalty Consideration and the potential issuance of Additional Buyer Stock. (fi) The Seller shall deliver to Buyer documentation, in form and substance satisfactory to Buyer, in Buyer's sole discretion, which shall provide (i) evidence the Seller with an opinion consent of Buyer’s counsel, addressed Bank to Seller the transfer to and dated as purchase by Buyer of the Closing dateSecured Acquired Assets, substantially in the form attached hereto as Schedule 10.10.and (ii)

Transactions at Closing. At the Closing, the following actions transactions shall occurtake place, which actions transactions shall be deemed to take as having taken place simultaneously and no action transaction shall be deemed to have been completed or any document delivered until all such actions transactions have been completed and all required documents delivered: (a) The Seller LEDCO shall duly execute and deliver to DataSight, as agent for Sellers, the Buyer such certificates of title or other instruments of assignment and transfer with respect following documents: (i) A treasury order issued to the Acquired Assets LEDCO transfer agent corresponding to the Common Stock issued in the name of the Sellers in the amounts set forth in Schedule I; (ii) True copies of all consents and waivers obtained by LEDCO, in accordance with the provisions of Section 7.1 below; and (iii) Such other documents and instruments as the Buyer DataSight may reasonably request and as may be necessary to vest in the Buyer good and marketable title to all of the Acquired Assets;request. (b) The Seller DataSight shall provide deliver, or cause to be delivered, to LEDCO the Buyer with true and correct copies of resolutions of following documents and/or shall take the Seller’s Board of Directors, authorizing the transactions contemplated under this Agreement;following actions: (c) Buyer shall provide the Seller with: (i) a validly Validly executed share certificate covering Assignment Separate from Stock Certificates corresponding to the Share Consideration (other than number of DataSight shares being transferred by the Holdback Shares)Sellers, issued in the name of LEDCO and shall register the Seller; (d) Buyer shall provide the Escrow Agent with a validly executed share certificate covering the Holdback Shares, issued shares in the name of LEDCO in the Escrow Agent;shareholders register of DataSight; and (eii) Buyer shall provide the Seller with true and correct copies of resolutions of Buyer’s Board of Directors approving the transaction contemplated hereby, the issuance of the Share Consideration (including the Holdback Shares) and the payment of the Royalty Consideration and the potential issuance of Additional Buyer StockSuch other documents as LEDCO may reasonably request. (fc) Buyer The Sellers shall provide deliver the Seller with an opinion of Buyer’s counselfollowing documents: (i) to LEDCO, addressed to Seller and dated as of the Closing date, substantially duly executed assignments in the form attached hereto as Schedule 10.10Exhibit A effecting the immediate and unconditional sale, assignment and irrevocable transfer of DataSight Shares to LEDCO, free and clear of any Liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law; and (ii) to DataSight, as agent for LEDCO, all share certificates in respect of DataSight Shares.