Transactions to be Effected. At the Closing, on the terms and subject to the conditions of this Agreement:
Transactions to be Effected. (a) On the Initial Funding Date, the Initial Purchasers shall deliver to the Issuer funds in an amount equal to the Initial Advance Amount of the Notes; and (b) upon such delivery, the Issuer shall deliver to the Initial Purchasers the Notes and the Note Principal Balance of the Notes so held shall be increased to reflect such initial Advance.
Transactions to be Effected. At each individual Closing:
Transactions to be Effected. At the Closing, on the terms and subject to the conditions of this Agreement: (i) the Sellers shall deliver to the Buyer (A) such appropriately executed and authenticated instruments of sale, assignment, transfer and conveyance to the Buyer of the Acquired Assets as the Buyer or its counsel may reasonably request, such instruments to be reasonably satisfactory in form to the Buyer and its counsel, (B) a certificate or certificates representing all the outstanding shares of capital stock (the "Subsidiary Shares") of the Subsidiaries owned by the Sellers, duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed, and (C) the documents to be delivered by the Sellers pursuant to Section 3(a); and (ii) the Buyer shall deliver to the Sellers (A) by wire transfer to one or more bank accounts designated in writing by MFI on behalf of the Sellers at least two business days prior to the Closing Date, immediately available funds in an amount equal to $5,357,000, (B) notes of the Buyer (the "Buyer Notes"), registered in the name of MFI or its designees, which Buyer Notes shall consist of three series of senior secured notes (with respective aggregate principal amounts equal to $2,000,000 (the "MFI Series 1 Notes"), $3,000,000 (the "MFI Series 2 Notes") and $10,000,000 (the "MFI Series 3 Notes")), and one series of senior subordinated notes (with an aggregate principal amount of $4,643,000 (the "MFI Series 4 Notes")), all of which notes shall have the terms set forth in the form of Note Agreement (the "Buyer Note Agreement") attached hereto as Exhibit A, (C) such instruments of assumption with respect to the Assumed Liabilities, appropriately executed and authenticated by the Buyer, as the Sellers or their counsel may reasonably request, such instruments to be reasonably satisfactory in form to the Sellers and their counsel, and (D) the documents to be delivered by the Buyer pursuant to Section 3(b). (iii)
