Common use of Closing Mechanics Clause in Contracts

Closing Mechanics. Upon the execution and delivery of this Agreement, subject to the terms and conditions hereof, the Contemplated Transactions shall be consummated as follows: (a) On or before June 25, 2002, ▇▇▇▇▇ shall initiate (by instructing ▇▇▇▇▇' broker in writing and causing such broker to initiate such transfer) the electronic transfer of 67,500 shares of Class A Stock, representing all uncertificated shares of the Stock, with such electronic transfer resulting in the deposit of such uncertificated shares of Stock to the following brokerage account (the "Electronic Transfer"): DB ▇▇▇▇ ▇▇▇▇▇, Inc. DTC # 0573 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ #▇▇▇-▇▇▇▇▇-▇▇ ; and (b) Upon confirmation by the Buyers that the Electronic Transfer has been consummated in accordance with Section 1.1(a) (the "Buyer Confirmation"), the Buyers shall, by the end of the first business day immediately following the day the Buyer Confirmation occurs, cause the initiation of the wire transfer of the Purchase Price to ▇▇▇▇▇; and (c) Upon confirmation by ▇▇▇▇▇ that the wire transfer of the Purchase Price has been consummated (the "Seller Confirmation"), ▇▇▇▇▇ shall, by the end of the first business day immediately following the day the Seller Confirmation occurs, cause the delivery to Blank Rome ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ("Blank Rome"), for the benefit of Buyers, of (i) the certificates for shares of Class A Stock representing the balance of the Stock properly endorsed for transfer (including Medallion Guarantees); (ii) Releases described in Section 3 hereof, executed by ▇▇▇▇▇ and (iii) the Employment Settlement and Release Agreement and the Amendment to Employment Agreement (attached thereto as Exhibit "A") executed by ▇▇▇▇▇ (the "Hand Delivery"); and (d) Buyers shall cause the delivery, simultaneous with the Hand Delivery, to Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP ("Drinker") for the benefit of ▇▇▇▇▇, (i) the Releases described in Section 3, executed by the various parties other than ▇▇▇▇▇ and (ii) the Employment Settlement and Release Agreement and the Amendment to Employment Agreement (attached thereto as Exhibit "A") executed by CTIG. (e) The parties hereto acknowledge and agree that Blank Rome and Drinker are acting as custodians on behalf of the Buyers and the Sellers, respectively. The parties hereto agree on a joint and several basis to indemnify and hold harmless Blank Rome and Drinker and their respective partners, employees and representatives against all losses, claims, liabilities, expenses (including attorneys' fees and costs of investigation) and damages arising from any error of judgment or for any act done or omitted by Blank Rome or Drinker in good faith, or for any mistake of fact or law, and each of Blank Rome and Drinker is released and exculpated from any liability hereunder except for such party's gross negligence or willful misconduct.

Closing Mechanics. Upon the execution and delivery of this Agreement, subject to the terms and conditions hereof, the Contemplated Transactions shall be consummated as follows: (a) On or before June 25, 2002, ▇▇▇▇▇ the Sellers shall initiate (by instructing ▇▇▇▇▇' broker their respective brokers in writing and causing such broker brokers to initiate such transfer) the electronic transfer of 67,500 44,800 shares of Class A StockStock (2,800 shares owned by ▇▇▇▇▇▇ and 42,000 shares owned by ▇▇▇▇), representing all uncertificated shares of the Stock, with such electronic transfer resulting in the deposit of such uncertificated shares of Stock to the following brokerage account (the "Electronic Transfer"): DB ▇▇▇▇ ▇▇▇▇▇, Inc. DTC # 0573 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ #▇▇▇-▇▇▇▇▇-▇▇ ; and (b) Upon confirmation by the Buyers Buyer that the Electronic Transfer has been consummated in accordance with Section 1.1(a) (the "Buyer Confirmation"), the Buyers Buyer shall, by the end of the first business day immediately following the day the Buyer Confirmation occurs, cause the initiation of the wire transfer of the Purchase Price to ▇▇▇▇▇the Sellers; and (c) Upon confirmation by ▇▇▇▇▇ the Sellers that the wire transfer of the Purchase Price has been consummated (the "Seller Confirmation"), ▇▇▇▇▇ the Sellers shall, by the end of the first business day immediately following the day the Seller Confirmation occurs, cause the delivery to Blank Rome ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ("Blank Rome"), for the benefit of Buyersthe Buyer, of (i) the certificates for shares of Class A Stock representing the balance of the Stock properly endorsed for transfer (including Medallion Guarantees); (ii) Releases described in Section 3 hereof, executed by ▇▇▇▇▇ and (iii) the Employment Settlement and Release Agreement and the Amendment to Employment Agreement (attached thereto as Exhibit "A") executed by ▇▇▇▇▇ (the "Hand Delivery"); and. (d) Buyers shall cause the delivery, simultaneous with the Hand Delivery, to Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP ("Drinker") for the benefit of ▇▇▇▇▇, (i) the Releases described in Section 3, executed by the various parties other than ▇▇▇▇▇ and (ii) the Employment Settlement and Release Agreement and the Amendment to Employment Agreement (attached thereto as Exhibit "A") executed by CTIG. (e) The parties hereto acknowledge and agree that Blank Rome and Drinker are acting as custodians on behalf of the Buyers Buyer and the Sellers, respectively. The parties hereto agree on a joint and several basis to indemnify and hold harmless Blank Rome and Drinker and their respective partners, employees and representatives against all losses, claims, liabilities, expenses (including attorneys' fees and costs of investigation) and damages arising from any error of judgment or for any act done or omitted by Blank Rome or Drinker in good faith, or for any mistake of fact or law, and each of Blank Rome and Drinker is released and exculpated from any liability hereunder except for such party's gross negligence or willful misconduct.