Common use of Transactions and Documents at Closing Clause in Contracts

Transactions and Documents at Closing. (a) At the Closing: (i) Seller shall convey to Purchaser all of the Transferred Assets, free and clear of any and all Liens except the lessor's interest in the IDB Lease, and in furtherance thereof has delivered to Purchaser (x) an Assignment and ▇▇▇▇ of Sale in the form of Exhibit A with respect to the Transferred Assets other than the Owned Real Property, (y) a General Warranty Deed in the form of Exhibit B with respect to the Owned Real Property, and (z) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance and certificates as Purchaser and its legal counsel shall reasonably request; (ii) upon such delivery by Seller, Purchaser shall pay the cash portion of the Purchase Price (i) first, by wire transfer to Lenders of immediately available funds in an amount sufficient to pay all Company Indebtedness due to Lenders (but only to the extent that Seller has not otherwise satisfied the Company Indebtedness and provided evidence thereof satisfactory to Purchaser), and (ii) the excess, if any, next by paying the remaining portion thereof by wire transfer of immediately available funds to a bank account in the continental United States as advised in writing by Seller to Purchaser; and (iii) Purchaser shall assume the Assumed Liabilities by delivering to Seller an Instrument of Assumption in the form of Exhibit C. (b) All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective. (c) Each party shall, at the request of any other party from time to time and at any time, whether on or after the Closing Date, and without further consideration, execute and deliver such deeds, assignments, transfers, assumptions, convey- ances, powers of attorney, receipts, acknowledgments, acceptances and assurances as may be reasonably necessary to procure for the party so requesting, and its transferees, successors and assigns, or for aiding and assisting in collecting and reducing to possession, any and all of the Transferred Assets or the Assumed Liabilities, or otherwise to satisfy and perform the obligations of the parties hereunder.

Transactions and Documents at Closing. (a) At the Closing: (i) Seller shall convey to Purchaser all of Seller's right, title and interest in and to the Transferred Purchased Assets, free and clear of any and all Liens except the lessor's interest in the IDB Leaseliens, claims, charges and encumbrances, and in furtherance thereof has delivered shall deliver to Purchaser (x) an a General Assignment and ▇▇Bill ▇▇ of Sale in substantially the form of attached hereto as Exhibit A C, together with respect to the Transferred Assets other than the Owned Real Property, (y) a General Warranty Deed in the form of Exhibit B with respect to the Owned Real Property, and (z) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance and certificates as Purchaser and its legal counsel shall reasonably request;; and (ii) upon such delivery by Seller, Purchaser shall pay the cash portion of the Purchase Price (i) first, by wire transfer to Lenders of immediately available funds and the promissory notes and the shares as specified in an amount sufficient to pay all Company Indebtedness due to Lenders (but only to the extent that Seller has not otherwise satisfied the Company Indebtedness and provided evidence thereof satisfactory to PurchaserParagraphs 1.3(a), (b), (c) and (iid) the excess, if any, next by paying the remaining portion thereof by wire transfer of immediately available funds above) to a bank account in the continental United States as advised in writing by Seller to Purchaser; and (iii) and Purchaser shall assume the Assumed Liabilities by delivering to Seller an Instrument of Assumption Agreement in substantially the form of attached hereto as Exhibit C.D. (b) All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effectiveeffective (except to the extent that the party entitled to the benefit thereof has waived satisfaction or performance thereof as a condition precedent to Closing). (c) Each party shall, at the request of any other party from time to time and at any time, whether on or after the Closing Date, and without further consideration, execute and deliver such deeds, assignments, transfers, assumptions, convey- ancesconveyances, powers of attorney, receipts, acknowledgments, acceptances and assurances as may be reasonably necessary to procure for the party so requesting, and its transferees, successors and assigns, or for aiding and assisting in collecting and reducing to possession, any and all of the Transferred Purchased Assets or the Assumed Liabilities, or otherwise to satisfy and perform the obligations of the parties hereunder.

Transactions and Documents at Closing. (a) At the Closing: , the Seller shall deliver to Purchaser certificates evidencing the MSAI Shares, duly endorsed in blank or accompanied by duly executed stock transfer powers, and upon such delivery Purchaser shall: (i) pay to the Seller shall convey the Purchase Price Cash Component; (ii) deliver to Purchaser all of the Transferred Assets, free and clear of any and all Liens except Seller the lessor's interest in Promissory Note; (iii) deliver to the IDB Lease, and in furtherance thereof has delivered to Purchaser Seller the Goodwill Purchase Agreement (xthe "Goodwill Agreement") an Assignment and ▇▇▇▇ of Sale in the form of Exhibit A attached hereto as EXHIBIT ------------------- ------- E, together with respect the consideration contemplated thereby, including the -- promissory note to be executed in connection therewith (together with the Promissory Note, the "Notes"); and (iv) deliver to the Transferred Assets Seller the Parent Common ----- Stock contemplated by Section 2.04 and the Noncompetition Agreement and any other than the Owned Real Propertyamount payable at Closing thereunder, (y) a General Warranty Deed in the form of Exhibit B with respect to the Owned Real Property, and (z) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance and certificates as Purchaser and its legal counsel shall reasonably request; (ii) upon such delivery by Seller, Purchaser shall pay the cash portion of the Purchase Price (i) first, by wire transfer to Lenders of immediately available funds in an amount sufficient to pay all Company Indebtedness due to Lenders (but only to the extent that Seller has not otherwise satisfied the Company Indebtedness and provided evidence thereof satisfactory to Purchaser), and (ii) the excess, if any, next by paying the remaining portion thereof by wire transfer of immediately available funds to a bank account in the continental United States as advised in writing by Seller to Purchaser; and (iii) Purchaser shall assume the Assumed Liabilities by delivering to Seller an Instrument of Assumption in the form of Exhibit C. (b) All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effectiveeffective (except for any of the same as to which the party entitled to the benefit thereof has waived in writing satisfaction or performance thereof as a condition precedent to Closing). (cb) Each party shall, at the request of any other party from From time to time and at any time, at either Party's reasonable request, whether on or after the Closing Date, and without further consideration, the Parties shall execute and deliver such deeds, assignments, transfers, assumptions, convey- ances, powers further documents and instruments of attorney, receipts, acknowledgments, acceptances conveyance and assurances transfer and shall take such further reasonable actions as may be reasonably necessary or convenient to procure for transfer and convey to Purchaser all of the party so requestingSeller's right, title and its transfereesinterest in and to the MSAI Shares, successors free and assigns, or for aiding and assisting in collecting and reducing to possession, clear of any and all of the Transferred Assets or the Assumed Liabilitiesliens, claims, charges and encumbrances, or as may otherwise be necessary or convenient to satisfy and perform carry out the obligations intent of the parties hereunderthis Agreement.

Transactions and Documents at Closing. (a) At the Closing: (i) Seller shall convey to Purchaser all of Seller's right, title and interest in and to the Transferred Assets, free and clear of any and all Liens except the lessor's interest in the IDB Leaseliens, claims, charges and encumbrances, and in furtherance thereof has delivered shall deliver to Purchaser (x) an Assignment and ▇▇▇▇ one or more General Bills of Sale and Assignment in substantially the form of attached hereto as Exhibit A B, together with respect to the Transferred Assets other than the Owned Real Property, (y) a General Warranty Deed in the form of Exhibit B with respect to the Owned Real Property, and (z) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance and certificates as Purchaser and its legal counsel shall reasonably request;, including but not limited to any forms or assignments required to transfer to Purchaser the IP Patents and IP Trademarks, and all registrations thereof; and (ii) upon such delivery by Seller, : Purchaser shall (A) pay the cash portion of the Purchase Price (i) firstClosing Payment, by wire transfer to Lenders of immediately available funds in an amount sufficient to pay all Company Indebtedness due to Lenders (but only accordance with and subject to the extent that Seller has not otherwise satisfied the Company Indebtedness provisions of Section 1.4(b)(i) above; and provided evidence thereof satisfactory to Purchaser), and (ii) the excess, if any, next by paying the remaining portion thereof by wire transfer of immediately available funds to a bank account in the continental United States as advised in writing by Seller to Purchaser; and (iii) Purchaser shall assume the Assumed Liabilities by delivering to Seller an Instrument of one or more Assumption Agreements in substantially the form of attached hereto as Exhibit C. (b) All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effectiveeffective (except to the extent that the party entitled to the benefit thereof has waived satisfaction or performance thereof as a condition precedent to Closing). (c) Each party shall, at the request of any other party from time to time and at any time, whether on or after the Closing Date, and without further consideration, execute and deliver such deeds, assignments, transfers, assumptions, convey- ancesconveyances, powers of attorney, receipts, acknowledgmentsacknowledgements, acceptances and assurances as may be reasonably necessary to procure for the party so requesting, and its transferees, successors and assigns, or for aiding and assisting in collecting and reducing to possession, any and all of the Transferred Assets or the Assumed Liabilities, or otherwise to satisfy and perform the obligations of the parties hereunder.