Common use of Closing Deliveries by Purchaser Clause in Contracts

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver: (a) a counterpart of the Assignment Agreement duly executed by Purchaser; (b) to Seller, a counterpart of the WSOP License Agreement duly executed by Playtika; (c) to Seller, a counterpart of the Patent License Agreement duly executed by Playtika; (d) to Seller, the portion of the Estimated Adjusted Purchase Price payable under Section 2.02 and allocated to Seller in the Estimated Closing Statement, by wire transfer of immediately available funds to the account or accounts designated by Seller in writing prior to the Closing; (e) to the Designated Payor(s) as determined pursuant to Section 2.07, the portion of the Estimated Adjusted Purchase Price payable directly to the Optionholders in the Estimated Closing Statement, if any, by wire transfer of immediately available funds to the account(s) designated by Seller or such Designated Payor(s) in writing prior to the Closing for payment by the Designated Payor(s) as determined pursuant to Section 2.07 to each such Optionholder; (f) to the Designated Payor(s) as determined pursuant to Section 2.07, the portion of the Estimated Adjusted Purchase Price payable directly to the RSU Holders in the Estimated Closing Statement, if any, by wire transfer of immediately available funds to the account(s) designated by Seller or such Designated Payor(s) in writing prior to the Closing for payment by the Designated Payor(s) as determined pursuant to Section 2.07) to each such RSU Holder; (g) to the Designated Payor(s) as determined pursuant to Section 2.07, the portion of the Estimated Adjusted Purchase Price payable directly to such Warrant Holders in the Estimated Closing Statement, if any, by wire transfer of immediately available funds to the account(s) designated by Seller or such Designated Payor(s) in writing prior to the Closing for payment by the Designated Payor(s) as determined pursuant to Section 2.07 to each such Warrant Holder; (h) to the Section 102 Trustee, the portion of the Purchase Price payable under Section 2.02 and allocated to such holders of Section 102 Securities and Section 3(i) Securities in the Estimated Closing Statement, if any, by wire transfer of immediately available funds to the account designated by the Section 102 Trustee in writing prior to the Closing for payment to each such holder in accordance with applicable Laws and the Section 102 Ruling, if obtained; (i) to Seller, a true and complete copy, certified by the secretary of Purchaser, of the resolutions duly and validly adopted by the board of directors of Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Escrow Agreements and the consummation of the transactions contemplated hereby and thereby; (j) to Seller, a certificate of the secretary of Purchaser certifying the names and signatures of the officers of Purchaser authorized to sign this Agreement and the Escrow Agreements and the other documents to be delivered hereunder and thereunder; (k) to each of the Persons entitled to payment of any Company Debt, the portion of the Company Debt payable to such Person as set forth on the Estimated Closing Statement; (l) to each of the Persons entitled to payment of any Company Transaction Expenses, the portion of the Company Transaction Expenses payable to such Person as set forth on the Estimated Closing Statement; and (m) to Seller, a certificate of a duly authorized officer of Purchaser certifying as to the matters set forth in Section 7.02.

Closing Deliveries by Purchaser. At the Closing, the Purchaser shall deliver, or cause to be delivered, the following: (ai) the Agreed Provider Payment and the amount paid by the Company pursuant to Section 2.2(b)(i) shall be paid and delivered, on behalf of the Company, directly to the applicable medical providers promptly, but in no event later than seven (7) Business Days, after Closing (provided, that the Purchaser shall (A) provide to the Company for its review and approval (not to be unreasonably withheld or delayed) a counterpart list of the Assignment Agreement recipients and amounts of the Agreed Provider Payment prior to such payment and (B) certify in writing the delivery of such payments promptly following said payments; (ii) notwithstanding the foregoing, it is understood that any remaining Closing Date Provider Liability in excess of the balance of the Network Account immediately prior to the payment of the Agreed Provider Payment (but giving effect to a payment made by the Company pursuant to Section 2.2(b)(i))) (such shortfall amount, the “Provider Liability Shortfall”) are (A) an Assumed Liability solely the responsibility of the Purchaser to the extent such Provider Liability Shortfall relates to Provider Liabilities that arose on or after November 2, 2015 (the “Assumed Provider Liability Shortfall”) and (B) a Retained Liability solely the responsibility of the Sellers to the extent such Provider Liability Shortfall relates to Provider Liabilities that arose prior to November 2, 2015 (the “Retained Provider Liability Shortfall”) (provided, however, that (i) in the event the Purchaser receives following the Closing any payment from a customer on account of a particular Provider Liability that is a Retained Liability, then the Sellers shall be credited with having paid such amount to the Purchaser on account of such particular Provider Liability or, if such payment from a customer is received following a payment by the Sellers to Purchaser of such amount pursuant to this Section 2.2(c)(ii), then the Purchaser shall reimburse the Sellers for such amount and (ii) nothing in this Section 2.2(c)(ii) shall affect the agreement between the Sellers and Purchaser with respect to the Assumed Liabilities subject to Section 1.3(a)(iv) or the Retained Liabilities subject to Section 1.4(ii); (iii) the Transition Services Agreement, duly executed by the Purchaser; (biv) to Sellerthe ▇▇▇▇ of Sale duly, a counterpart of the WSOP License Agreement duly executed by Playtikathe Purchaser; (cv) to Sellerthe Assignment and Assumption Agreement, a counterpart of the Patent License Agreement duly executed by Playtika; (d) to Seller, the portion of the Estimated Adjusted Purchase Price payable under Section 2.02 and allocated to Seller in the Estimated Closing Statement, by wire transfer of immediately available funds to the account or accounts designated by Seller in writing prior to the Closing; (e) to the Designated Payor(s) as determined pursuant to Section 2.07, the portion of the Estimated Adjusted Purchase Price payable directly to the Optionholders in the Estimated Closing Statement, if any, by wire transfer of immediately available funds to the account(s) designated by Seller or such Designated Payor(s) in writing prior to the Closing for payment by the Designated Payor(s) as determined pursuant to Section 2.07 to each such Optionholder; (f) to the Designated Payor(s) as determined pursuant to Section 2.07, the portion of the Estimated Adjusted Purchase Price payable directly to the RSU Holders in the Estimated Closing Statement, if any, by wire transfer of immediately available funds to the account(s) designated by Seller or such Designated Payor(s) in writing prior to the Closing for payment by the Designated Payor(s) as determined pursuant to Section 2.07) to each such RSU Holder; (g) to the Designated Payor(s) as determined pursuant to Section 2.07, the portion of the Estimated Adjusted Purchase Price payable directly to such Warrant Holders in the Estimated Closing Statement, if any, by wire transfer of immediately available funds to the account(s) designated by Seller or such Designated Payor(s) in writing prior to the Closing for payment by the Designated Payor(s) as determined pursuant to Section 2.07 to each such Warrant Holder; (h) to the Section 102 Trustee, the portion of the Purchase Price payable under Section 2.02 and allocated to such holders of Section 102 Securities and Section 3(i) Securities in the Estimated Closing Statement, if any, by wire transfer of immediately available funds to the account designated by the Section 102 Trustee in writing prior to the Closing for payment to each such holder in accordance with applicable Laws and the Section 102 Ruling, if obtained; (i) to Seller, a true and complete copy, certified by the secretary of Purchaser, of the resolutions duly and validly adopted by the board of directors of Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Escrow Agreements and the consummation of the transactions contemplated hereby and thereby; (j) to Seller, a certificate of the secretary of Purchaser certifying the names and signatures of the officers of Purchaser authorized to sign this Agreement and the Escrow Agreements and the other documents to be delivered hereunder and thereunder; (k) to each of the Persons entitled to payment of any Company Debt, the portion of the Company Debt payable to such Person as set forth on the Estimated Closing Statement; (l) to each of the Persons entitled to payment of any Company Transaction Expenses, the portion of the Company Transaction Expenses payable to such Person as set forth on the Estimated Closing Statement; and (mvi) such other documents as the Sellers may reasonably request that are reasonably necessary to Seller, a certificate of a duly authorized officer of Purchaser certifying as to effectuate the matters set forth in Section 7.02transaction contemplated under this Agreement.

Closing Deliveries by Purchaser. At or prior to the Closing, Purchaser shall deliver:, or shall cause to be delivered the following: CORE/3500185.0007/137145529.15 (a) a counterpart to the Escrow Agent, an amount equal to One Million Dollars ($1,000,000) (the “Adjustment Escrow Amount,” and such amount together with any interest earned and gains received thereon, and less any amounts distributed therefrom, being the “Adjustment Escrow Fund”) by wire transfer in immediately available funds into the escrow account to be established and maintained by Escrow Agent pursuant to the Escrow Agreement, to serve as the sole source of the Assignment Agreement duly executed by Purchaserpayment of Seller’s obligations pursuant to Section 2.06, if any; (b) to Seller, a counterpart of the WSOP License Agreement duly executed by Playtika; (c) to Seller, a counterpart of the Patent License Agreement duly executed by Playtika; (d) to Seller, the portion of the Estimated Adjusted Purchase Price payable under Section 2.02 and allocated to Seller lenders identified in the Estimated Closing Statementpayoff letters described in Section 2.04(b) (other than Barings), by wire transfer of immediately available funds all amounts required to fully discharge the account or accounts designated by Seller in writing prior to the Closing; (e) to the Designated Payor(s) Debt as determined pursuant to Section 2.07, the portion of the Estimated Adjusted Purchase Price payable directly to the Optionholders in the Estimated Closing Statement, if anyset forth therein, by wire transfer of immediately available funds to the account(s) designated by Seller or the holders of such Designated Payor(sDebt in the payoff letters described in Section 2.04(b) in writing (other than Barings); (c) to such accounts as Sellers’ Representative shall have designated to Purchaser at least three (3) Business Days prior to the Closing for payment Date, all amounts necessary to pay the Transaction Expenses identified by the Designated Payor(s) as determined pursuant to Section 2.07 to each such Optionholder;Sellers’ Representative; and (fd) to the Designated Payor(s) as determined pursuant to Section 2.07, the portion such account or accounts of the Estimated Adjusted Purchase Price payable directly to the RSU Holders Barings designated by Barings in the Estimated Closing Statement, if anyapplicable payoff letter described in Section 2.04(b), by wire transfer of immediately available funds funds, an aggregate amount equal to the account(s) designated by Seller or such Designated Payor(s) in writing prior to the Closing for payment by the Designated Payor(s) as determined Purchase Price calculated pursuant to Section 2.072.02, as estimated in good faith by Sellers (the “Estimated Purchase Price”), which amount, in combination with release of the Deposit to Barings in accordance with Section 6.15 and any amount of the Adjustment Escrow Fund released to Barings in accordance with Section 2.06(e) to each shall fully discharge the Debt of the Companies held by Barings as set forth in such RSU Holder;payoff letter; and (ge) to the Designated Payor(s) as determined pursuant to Section 2.07, the portion of the Estimated Adjusted Purchase Price payable directly to such Warrant Holders in the Estimated Closing Statement, if any, by wire transfer of immediately available funds to the account(s) designated by Seller or such Designated Payor(s) in writing prior to the Closing for payment by the Designated Payor(s) as determined pursuant to Section 2.07 to each such Warrant Holder; (h) to the Section 102 Trustee, the portion of the Purchase Price payable under Section 2.02 and allocated to such holders of Section 102 Securities and Section 3(i) Securities in the Estimated Closing Statement, if any, by wire transfer of immediately available funds to the account designated by the Section 102 Trustee in writing prior to the Closing for payment to each such holder in accordance with applicable Laws and the Section 102 Ruling, if obtained;Sellers’ Representative, (i) to Seller, a true and complete copy, certified by the secretary of Purchaser, an assumption of the resolutions duly and validly adopted by the board of directors of Purchaser evidencing its authorization assignment of the execution and delivery of this Agreement and Interests substantially in the Escrow Agreements and the consummation of the transactions contemplated hereby and thereby; (j) to Seller, a certificate of the secretary of Purchaser certifying the names and signatures of the officers of Purchaser authorized to sign this Agreement and the Escrow Agreements and the other documents to be delivered hereunder and thereunder; (k) to each of the Persons entitled to payment of any Company Debt, the portion of the Company Debt payable to such Person as form set forth on the Estimated Closing Statement; (l) to each of the Persons entitled to payment of any Company Transaction Expenses, the portion of the Company Transaction Expenses payable to such Person as set forth on the Estimated Closing StatementExhibit B executed by Purchaser; and (mii) to Seller, a the certificate of a duly authorized officer of Purchaser certifying as to the matters set forth described in Section 7.027.03(c).

Closing Deliveries by Purchaser. At the Closing, Purchaser shall will deliver, or cause to be delivered, each of the following: (a) a counterpart of the Assignment Agreement duly executed by Purchaser; to Representative, an amount in cash equal to (bi) to Seller, a counterpart of the WSOP License Agreement duly executed by Playtika; (c) to Seller, a counterpart of the Patent License Agreement duly executed by Playtika; (d) to Seller, the portion of the Estimated Adjusted Purchase Price payable under Section 2.02 and allocated to Seller in the Estimated Closing StatementPurchase Price, by wire transfer of immediately available funds to minus (ii) the account or accounts designated by Seller in writing prior to Payoff Indebtedness, minus (iii) the Closing; (e) to the Designated Payor(s) as determined pursuant to Section 2.07, the portion of the Estimated Adjusted Purchase Price payable directly to the Optionholders in the Estimated Closing Statement, if any, by wire transfer of immediately available funds to the account(s) designated by Seller or such Designated Payor(s) in writing prior to the Closing for payment by the Designated Payor(s) as determined pursuant to Section 2.07 to each such Optionholder; (f) to the Designated Payor(s) as determined pursuant to Section 2.07, the portion of the Estimated Adjusted Purchase Price payable directly to the RSU Holders in the Estimated Closing Statement, if any, by wire transfer of immediately available funds to the account(s) designated by Seller or such Designated Payor(s) in writing prior to the Closing for payment by the Designated Payor(s) as determined pursuant to Section 2.07) to each such RSU Holder; (g) to the Designated Payor(s) as determined pursuant to Section 2.07, the portion of the Estimated Adjusted Purchase Price payable directly to such Warrant Holders in the Estimated Closing Statement, if any, by wire transfer of immediately available funds to the account(s) designated by Seller or such Designated Payor(s) in writing prior to the Closing for payment by the Designated Payor(s) as determined pursuant to Section 2.07 to each such Warrant Holder; (h) to the Section 102 Trustee, the portion of the Purchase Price payable under Section 2.02 and allocated to such holders of Section 102 Securities and Section 3(i) Securities in the Estimated Closing Statement, if anyEscrow Deposit Amount, by wire transfer of immediately available funds to the account designated by the Section 102 Trustee Representative to Purchaser in writing at least two (2) Business Days prior to the Closing for payment Date, with the allocation of such amounts to each such holder be made in accordance with applicable Laws the Restructuring Agreement and confirmed and provided in writing by the Section 102 Ruling, if obtainedSellers to Purchaser at least two (2) Business Days prior to the Closing Date; (ib) to Sellerthe Escrow Agent, a true and complete copy, certified by wire transfer of immediately available funds to an account designated in writing by the secretary of PurchaserEscrow Agent, cash in an amount equal to the Indemnity Escrow Deposit Amount, for deposit into a separate escrow account (the “Indemnity Escrow Account”) established pursuant to the terms of the resolutions duly and validly adopted by the board of directors of Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Escrow Agreements and the consummation of the transactions contemplated hereby and therebyAgreement; (jc) to Sellerthe Escrow Agent, by wire transfer of immediately available funds to an account designated in writing by the Escrow Agent, cash in an amount equal to the Purchase Price Adjustment Escrow Deposit Amount, for deposit into a certificate separate escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the secretary of Purchaser certifying the names and signatures of the officers of Purchaser authorized to sign this Agreement and the Escrow Agreements and the other documents to be delivered hereunder and thereunderAgreement; (kd) to each of the Persons entitled to payment of any Company DebtLender Parties, the portion aggregate amount of Indebtedness due to be paid to the Company Debt payable Lender Parties at Closing in accordance with the Restructuring Agreement and reflected in the Payoff Letters (such amount, the “Payoff Indebtedness”), with the allocation of such aggregate amounts being confirmed and provided in writing by the Sellers to such Person as set forth on Purchaser at least two (2) Business Days prior to the Estimated Closing StatementDate, and which shall be paid to the account or accounts designated in the Payoff Letters; (le) to Representative, executed counterparts of each of the Persons entitled other Related Agreement to payment of any Company Transaction Expenses, the portion of the Company Transaction Expenses payable to such Person as set forth on the Estimated Closing Statementwhich Purchaser is a party; and (mf) to SellerRepresentative, a the certificate of a duly authorized officer of Purchaser certifying as to the matters set forth in required by Section 7.026.1(e).