Common use of Purchaser Closing Deliverables Clause in Contracts

Purchaser Closing Deliverables. At the Closing: (a) Purchaser shall, subject to Section 1.8, transmit to the following Persons, by wire transfer of immediately available funds to such Person’s account set forth in the Closing Consideration Spreadsheet: (i) to the Paying Agent, for further distribution to each Seller, an amount equal to (A) the aggregate amount payable to such Seller pursuant to Section 1.4 minus (B) such Seller’s Pro Rata Share of the Escrow Amount minus (C) such Seller’s Pro Rata Share of the Expense Fund Amount, in each case, as set forth in the Closing Consideration Spreadsheet; (ii) to the Paying Agent, for further distribution to each holder of an Outstanding Option that constitutes a Non-Withholding Option, the consideration payable in respect of such Non-Withholding Option pursuant to Section 1.2(a), as set forth in the Closing Consideration Spreadsheet; (iii) to the Paying Agent, for further distribution to each holder of an Outstanding Warrant, an amount equal to (A) the aggregate amount payable to such holder pursuant to Section 1.4 minus (B) such holder’s Pro Rata Share of the Escrow Amount minus (C) such holder’s Pro Rata Share of the Expense Fund Amount, in each case, as set forth in the Closing Consideration Spreadsheet; (iv) to each creditor of any Acquired Company that delivers a Payoff Letter, the portion of the Closing Indebtedness Amount set forth in such Payoff Letter, as set forth in the Closing Consideration Spreadsheet; (v) to each Person entitled to receive a payment included in the Company Transaction Expense Amount that is not subject to Tax withholding by any Acquired Company, such payment, as set forth in the Closing Consideration Spreadsheet; (vi) to the payroll account of the applicable Acquired Company, (A) the consideration payable in respect of each Option that does not constitute a Non-Withholding Option pursuant to Section 1.2(a), (B) the consideration payable in respect of each Ungranted Equity Award pursuant to Section 1.2(e) and (C) any payment included in the Company Transaction Expense Amount that is subject to Tax withholding by any Acquired Company, in the case of each of clauses “(A)” through “(C),” as set forth in the Closing Consideration Spreadsheet; (vii) to the Escrow Agent, the Escrow Amount; and (viii) to the Sellers’ Representative, the Expense Fund Amount; (b) Purchaser shall deliver to the Company and the Sellers’ Representative the Escrow Agreement, duly executed by Purchaser; and (c) Purchaser shall deliver to the Company and the Sellers’ Representative the Paying Agent Agreement, duly executed by Purchaser.

Purchaser Closing Deliverables. At Purchaser will deliver, at or prior to the Closing: (a) Purchaser shall, subject to Section 1.8, transmit to each of the following Persons, by wire transfer of immediately available funds to such Person’s account set forth in the Closing Consideration Spreadsheetfollowing: (i) the Escrow Fund to the Paying Agent, for further distribution to each Seller, an amount equal to (A) the aggregate amount payable to such Seller pursuant to Section 1.4 minus (B) such Seller’s Pro Rata Share of the Escrow Amount minus (C) such Seller’s Pro Rata Share of the Expense Fund Amount, in each case, Agent as set forth in the Closing Consideration SpreadsheetSection 2.11; (ii) to the Paying Agent, for further distribution the aggregate amount of Merger Consideration payable to each holder the holders of an Outstanding Option that constitutes a Non-Withholding Option, the consideration payable Company Capital Stock in respect of such Non-Withholding Option Certificates in accordance with Section 2.6(b), less the amount such holders of Company Capital Stock are required to contribute to the Escrow Fund pursuant to Section 1.2(a), as set forth in the Closing Consideration Spreadsheet2.11; (iii) to the Paying AgentCompany, for further distribution to the each holder of an Outstanding Warrantthe Vested Company Options, an the amount equal to (A) the aggregate amount of Merger Consideration payable to such holder of Vested Company Options in respect of such Vested Company Options in accordance with the provisions of Section 2.6(c), less the amount such Company Holder is required to contribute to the Escrow Fund pursuant to Section 1.4 minus (B) such holder’s Pro Rata Share of the Escrow Amount minus (C) such holder’s Pro Rata Share of the Expense Fund Amount, in each case, as set forth in the Closing Consideration Spreadsheet2.11; (iv) to each creditor of any Acquired Company that delivers a Payoff Letterthe Paying Agent, the portion aggregate amount of Merger Consideration payable to the Closing Indebtedness Amount set forth holders of Company Common Stock Warrants in accordance with Section 2.6(d), less the amount such Payoff Letter, as set forth in holders of Company Common Stock Warrants are required to contribute to the Closing Consideration SpreadsheetEscrow Fund pursuant to Section 2.11; (v) the Specified Transaction Expenses, by wire transfer of immediately available funds, to each Person entitled to receive a payment included in of the Company Transaction Expense Amount that is not subject to Tax withholding by any Acquired Company, such payment, as payees set forth in the Closing Consideration Spreadsheet; (vi) to the payroll account Purchaser Closing Certificate dated as of the applicable Acquired Company, (A) the consideration payable in respect Closing Date and executed on behalf of each Option that does not constitute a Non-Withholding Option pursuant to Section 1.2(a), (B) the consideration payable in respect Purchaser by an officer of each Ungranted Equity Award pursuant to Section 1.2(e) and (C) any payment included in the Company Transaction Expense Amount that is subject to Tax withholding by any Acquired Company, in the case of each of clauses “(A)” through “(C),” as set forth in the Closing Consideration SpreadsheetPurchaser; (vii) to a Paying Agent Agreement, dated as of the Escrow Closing Date and executed by Purchaser and the Paying Agent, the Escrow Amount; and (viii) to the Sellers’ Representative, the Expense Fund Amount; (b) Purchaser shall deliver to the Company and the Sellers’ Representative the Escrow Agreement, duly dated as of the Closing Date and executed by Purchaser; and (c) Purchaser shall deliver to the Company and the Sellers’ Representative the Paying Agent Agreement, duly executed by PurchaserEscrow Agent.

Purchaser Closing Deliverables. At the Closing, Purchaser shall, and/or shall cause any Purchaser Assign to, deliver to Seller the following: (a) Purchaser shall, subject to Section 1.8, transmit to the following Persons, by wire transfer of immediately available funds to such Person’s account set forth in the Closing Consideration Spreadsheet: (i) to the Paying Agent, for further distribution to each Seller, an amount equal to (A) the aggregate amount payable to such Seller pursuant to Section 1.4 minus (B) such Seller’s Pro Rata Share of the Escrow Amount minus (C) such Seller’s Pro Rata Share of the Expense Fund AmountCash Price, in each case, as set forth in immediately available United States dollars by wire transfer to an account or accounts which have been designated by Seller at least two (2) Business Days prior to the Closing Consideration Spreadsheet; (ii) to the Paying Agent, for further distribution to each holder of an Outstanding Option that constitutes a Non-Withholding Option, the consideration payable in respect of such Non-Withholding Option pursuant to Section 1.2(a), as set forth in the Closing Consideration Spreadsheet; (iii) to the Paying Agent, for further distribution to each holder of an Outstanding Warrant, an amount equal to (A) the aggregate amount payable to such holder pursuant to Section 1.4 minus (B) such holder’s Pro Rata Share of the Escrow Amount minus (C) such holder’s Pro Rata Share of the Expense Fund Amount, in each case, as set forth in the Closing Consideration Spreadsheet; (iv) to each creditor of any Acquired Company that delivers a Payoff Letter, the portion of the Closing Indebtedness Amount set forth in such Payoff Letter, as set forth in the Closing Consideration Spreadsheet; (v) to each Person entitled to receive a payment included in the Company Transaction Expense Amount that is not subject to Tax withholding by any Acquired Company, such payment, as set forth in the Closing Consideration Spreadsheet; (vi) to the payroll account of the applicable Acquired Company, (A) the consideration payable in respect of each Option that does not constitute a Non-Withholding Option pursuant to Section 1.2(a), (B) the consideration payable in respect of each Ungranted Equity Award pursuant to Section 1.2(e) and (C) any payment included in the Company Transaction Expense Amount that is subject to Tax withholding by any Acquired Company, in the case of each of clauses “(A)” through “(C),” as set forth in the Closing Consideration Spreadsheet; (vii) to the Escrow Agent, the Escrow Amount; and (viii) to the Sellers’ Representative, the Expense Fund AmountDate; (b) the KPP Cash Consideration Notes, payable to Seller, and immediately thereafter but following receipt by Purchaser of the ▇▇ ▇▇▇▇, in full settlement of the KPP Cash Consideration Notes, Purchaser shall deliver pay Seller an amount equal to the Company aggregate principal amount of the KPP Cash Consideration Notes, in immediately available United States dollars by wire transfer to an account or accounts which have been designated by Seller at least two (2) Business Days prior to the Closing Date; (c) the KPP Notes, payable to Seller; (d) a counterpart of the Assignment and Assumption Agreement, in the Sellers’ Representative form attached as Exhibit A and dated as of the Escrow Closing (the “Assignment and Assumption Agreement”), duly executed by Purchaser; and; (ce) Purchaser shall deliver counterparts of such other instruments of assignment and assumption, quitclaim deeds, bills of sale and other instruments or documents, in form and substance reasonably acceptable to Seller and Purchaser, as may be necessary to effect the Company transfer of the Transferred Assets consisting of Transferred Intellectual Property, tangible personal property, owned Real Property and the Sellers’ Representative the Paying Agent Agreementleased Real Property to Purchaser, duly executed by Purchaser; (f) a Local Transfer Agreement in respect of each Seller Party incorporated in a Specified Jurisdiction duly executed by Purchaser, but solely to the extent all required Consents from, and filings with and notices to, the Government Entities in such Specified Jurisdiction have been obtained or made; (g) a counterpart of each of the other Ancillary Agreements duly executed by Purchaser or the applicable Purchaser Assign; and (h) the certificate to be delivered pursuant to Section 8.2(c).

Purchaser Closing Deliverables. At the Closing: (a) Purchaser shall, subject to Section 1.8, transmit to the following Persons, by wire transfer of immediately available funds to such Person’s account set forth in the Closing Consideration Spreadsheet: (i) to the Paying Payment Agent, for further distribution to each SellerSeller (including each Warrantholder), an amount equal to (A) the aggregate amount payable to such Seller at Closing pursuant to Section 1.4 1.3 (for the avoidance of doubt, (A) such Seller’s ratable portion of the Closing Consideration, minus (B) such Seller’s Pro Rata Share ratable portion of the Escrow Amount minus (C) such Seller’s Pro Rata Share of the Expense Fund Amount, in each case, as set forth in the Closing Consideration Spreadsheet); less, with respect to each Warrantholder, the amount of the Warrantholder Receivable; (ii) to the Paying Agent, for further distribution to each holder of an Outstanding Option that constitutes a Non-Withholding Option, the consideration payable in respect of such Non-Withholding Option pursuant to Section 1.2(a), as set forth in the Closing Consideration Spreadsheet; (iii) to the Paying Agent, for further distribution to each holder of an Outstanding Warrant, an amount equal to (A) the aggregate amount payable to such holder pursuant to Section 1.4 minus (B) such holder’s Pro Rata Share of the Escrow Amount minus (C) such holder’s Pro Rata Share of the Expense Fund Amount, in each case, as set forth in the Closing Consideration Spreadsheet; (iv) to each creditor of any Acquired Company that delivers for which the Company has delivered a Payoff Letter, the portion of the Closing Indebtedness Amount amount set forth in such Payoff Letter, as set forth in the Closing Consideration Spreadsheet; (viii) to each Person entitled to receive a payment included in the Company Transaction Expense Amount that is not subject to Tax withholding by any Acquired Company, such payment, as set forth in the Closing Consideration Spreadsheet; (viiv) to the Company for further distribution to the payroll account of the applicable Acquired Company, (A) the consideration payable in respect of each Option that does not constitute a Non-Withholding Option pursuant to Section 1.2(a), (B) the consideration payable in respect of each Ungranted Equity Award pursuant to Section 1.2(e) and (C) any payment included in the Company Transaction Expense Amount that is subject to Tax withholding by any Acquired Company, in the case of each of clauses “(A)” through “(C),” as set forth in the Closing Consideration Spreadsheet; (viiv) to Company for further distribution to the payroll account or payables accounts of the applicable Acquired Company, the aggregate amounts payable to the Company Optionholders at Closing in accordance with Section 1.4 for further distribution to the Company Optionholders in accordance with Section 1.4; (vi) to the Escrow Agent, the Escrow Amount; and (viiivii) to the Sellers’ Representative, the Expense Fund Amount; (b) Purchaser shall deliver to the Company and or the Sellers’ Representative the Escrow Agreement, duly executed by PurchaserPurchaser and the Escrow Agent; and (c) Purchaser shall deliver to each Key Employee, the Company and Employment Agreement countersigned by the Sellers’ Representative the Paying Agent Agreement, duly executed by PurchaserCompany.