Common use of Transactions at Closing Clause in Contracts

Transactions at Closing. At or before the Closing, each of the following shall occur: (a) Seller shall deliver the Assignment; (b) Seller shall duly execute and deliver to Buyer the ▇▇▇▇ of Sale and such other certificates of title and other instruments of assignment or transfer with respect to the Acquired Assets, all in such form as is reasonably acceptable to Buyer's counsel, as Buyer may reasonably request and as may be necessary to vest in Buyer all of Seller's right, title and interest in and to the Acquired Assets free and clear of all Liens; (c) Buyer shall deliver to Seller the shares of Common Stock representing the first installment of the Purchase Price as provided in Section 3.2 hereof; (d) Buyer and Seller shall allocate all expenses under real estate and equipment leases, to the extent such leases constitute Assumed Contracts, such that Seller shall be responsible for all rental thereunder through the date of closing, and Buyer shall be responsible for all rental thereunder thereafter. Buyer or Seller, as the case may be, shall make an appropriate payment to the other such party at the Closing to implement such allocation; and (e) Buyer and Seller shall duly execute or deliver such certificates and documents (including officer's and secretary's certificates and certificates of good standing) and third party consents as may be required to effectuate the transactions contemplated by this Agreement or as may be reasonably requested by Buyer or Seller, as the case may be.

Transactions at Closing. At or before the Closing, each of the following shall occurClosing hereunder: (a) The Buyer shall pay to the Seller the Balance of the Purchase Price by (i) delivery of a certified bank check payable to the order of the Seller or by wire transfer of immediately available federal funds, and (ii) by execution and delivery to Seller of the Note. The Deposit shall deliver be dispersed in accordance with the Assignment;provisions of Section 10 below. (b) The Seller shall duly execute and deliver to the Buyer the ▇▇▇▇ or its nominee or nominees such bills of Sale and such other sale, certificates of title and other instruments of assignment or transfer with respect to the Acquired Assets, all in such form Assets as is reasonably acceptable to Buyer's counsel, as the Buyer may reasonably request and as may be necessary to vest in the Buyer good record and marketable title to all of Seller's right, title and interest in and to the Acquired Assets free Assets, including, but not limited to, the General Assignment and clear of all Liens;Bill ▇▇ Sale substantially in the form attached hereto as EXHIBIT D and made a part hereof. (c) Buyer The Seller shall deliver provide a certificate of good standing for the Seller in a form provided by the Secretary of State of Connecticut dated as of a date not more than ten (10) days prior to Seller the shares of Common Stock representing the first installment of the Purchase Price as provided in Section 3.2 hereof;Closing Date. (d) Buyer and The Seller shall allocate all expenses under real estate execute and equipment leases, deliver to the extent such leases constitute Assumed Contracts, such that Seller shall be responsible for all rental thereunder through the date of closingBuyer, and the Buyer shall be responsible for all rental thereunder thereafter. Buyer or execute and deliver to Seller, as the case may be, shall make an appropriate payment to the other such party at the Closing to implement such allocation; and (e) Buyer and Seller shall duly execute or deliver such certificates and documents (including officer's and secretary's certificates and certificates Assignment of good standing) and third party consents as may be required to effectuate the transactions contemplated by this Agreement or as may be reasonably requested by Buyer or Seller, as the case may beLease.

Transactions at Closing. At or before the Closing, each of the following shall occurin addition to any other instruments or documents referred to herein: (a) Seller shall deliver the Assignment; (b) The Seller shall duly execute and deliver to the Buyer the ▇▇▇▇ of Sale and or its nominee or nominees such other certificates of title and or other instruments of assignment or and transfer with respect to the Sold Acquired Assets, all in such form Assets and the Secured Acquired Assets as is reasonably acceptable to Buyer's counsel, as the Buyer may reasonably request and as may be necessary to vest in the Buyer good and marketable title to all of Seller's rightthe Sold Acquired Assets, title in each case subject to no Encumbrance (as defined in Section 5.8) except for the Encumbrances specified in Schedule 4.2 (a) hereto (the "Permitted Encumbrances"). (b) The Buyer shall duly execute and interest in and deliver to the Acquired Assets free Seller such instruments of assumption and clear of all Liens;other documents with respect to the Assumed Obligations as the Seller may reasonably request. (c) The Buyer shall deliver to the Seller the shares Shares subject to the provisions of Common Stock representing the first installment of the Purchase Price as provided in Section 3.2 hereof;10.8. (d) Buyer and Seller shall allocate all expenses under real estate and equipment leases, to the extent such leases constitute Assumed Contracts, such that Seller shall be responsible for all rental thereunder through the date of closing, and The Buyer shall be responsible for all rental thereunder thereafter. Buyer or Seller, as deliver the case may be, shall make an appropriate payment to the other such party $25,000 payable at the Closing pursuant to implement Section 3.1(c) by wire transfer to the Seller or to such allocation; and other entity or entities as the Seller shall designate to the Buyer. (e) Buyer and The Seller shall duly deliver to the Buyer pay-off letters and lien discharges (or agreements therefor) satisfactory to the Buyer from each creditor listed on Schedule 2.2. (f) Each of the parties hereto shall execute and deliver, or deliver such certificates cause to be executed and documents (including officer's and secretary's certificates and certificates delivered, each of good standing) and third party consents as may be the agreements required to effectuate be signed or delivered by such party pursuant to Sections 8 and 9. (g) The Buyer shall deliver to the transactions contemplated Seller the Secured Acquired Assets Promissory Note and the Deferred Payment Note. (h) The Seller shall execute and deliver to the Buyer a certificate, prepared by this Agreement or as may the Buyer, in form for filing, changing the name of the Seller, the costs for filing of which shall be reasonably requested the responsibility of the Buyer. (i) The Seller shall deliver to Buyer documentation, in form and substance satisfactory to Buyer, in Buyer's sole discretion, which shall (i) evidence the consent of Bank to the transfer to and purchase by Buyer or Sellerof the Secured Acquired Assets, as the case may be.and (ii)

Transactions at Closing. At or before the Closing, each of the following shall occur: (a) Seller shall deliver the Assignment; (b) Seller shall duly execute and deliver to Buyer the ▇B▇▇▇ of Sale and such other certificates of title and other instruments of assignment or transfer with respect to the Acquired Assets, all in such form as is reasonably acceptable to Buyer's counsel, as Buyer may reasonably request and as may be necessary to vest in Buyer all of Seller's right, title and interest in and to the Acquired Assets free and clear of all Liens; (c) Buyer shall deliver to Seller the shares of Common Stock representing the first installment of the Purchase Price as provided in Section 3.2 hereof; (d) Buyer and Seller shall allocate all expenses under real estate and equipment leases, to the extent such leases constitute Assumed Contracts, such that Seller shall be responsible for all rental thereunder through the date of closing, and Buyer shall be responsible for all rental thereunder thereafter. Buyer or Seller, as the case may be, shall make an appropriate payment to the other such party at the Closing to implement such allocation; and and (e) Buyer and Seller shall duly execute or deliver such certificates and documents (including officer's and secretary's certificates and certificates of good standing) and third party consents as may be required to effectuate the transactions contemplated by this Agreement or as may be reasonably requested by Buyer or Seller, as the case may be.

Transactions at Closing. At or before the ClosingClosing (except as provided in paragraphs (a), each of the following shall occur:(c) and (e) below): (a) Seller shall deliver the Assignment; (b) Seller The Sellers shall duly execute and deliver to the Buyer the ▇▇▇▇ or its nominee or nominees such bills of Sale and such other sale, certificates of title and other instruments of assignment or transfer with respect to the Acquired Assets, all in such form Assets as is reasonably acceptable to Buyer's counsel, as the Buyer may reasonably request and as may be necessary to vest in the Buyer all of Seller's right, the Sellers' title and interest in and to the Acquired Assets free Assets, including a ▇▇▇▇ of Sale and clear Conveyance in the form of all Liens;Exhibit A1 hereto and Patent Assignments in the form of Exhibit A2 hereto; certain ancillary transfer instruments, such as vehicle certificates of title, may be delivered promptly after the Closing Date. (b) The Buyer shall deliver the Purchase Price by wire transfer to the Sellers. (c) The Buyer shall duly execute and deliver to Seller the shares Sellers such instruments of Common Stock representing assumption with respect to the first installment Assumed Obligations as the Sellers may reasonably request, including an Assumption Agreement in the form of Exhibit A3 hereto; certain ancillary instruments of assumption may be delivered promptly after the Purchase Price as provided in Section 3.2 hereof;Closing Date. (d) The Buyer and Seller shall allocate all expenses under real estate and equipment leases, to the extent such leases constitute Assumed Contracts, such that Seller shall be responsible for all rental thereunder through the date of closing, and Buyer shall be responsible for all rental thereunder thereafter. Buyer or SellerSellers, as the case may beapplicable, shall make an appropriate payment each duly execute and deliver the Intellectual Property Agreements, the Master Services Agreements, the Supply Agreements, the Lease Agreement, the Sublease Agreements and the Non-Disclosure Agreement (as such terms are defined in Article 9 hereof and referred to collectively with this Agreement as the other such party at the Closing to implement such allocation; and "Transaction Documents"). (e) At the Closing or as promptly as practicable thereafter and subject to the Buyer having met applicable security requirements under applicable law, the Sellers shall deliver all such keys, locks, safe combinations, security system codes and other similar items as the Sellers possess for the Buyer to obtain full occupation and control of the Acquired Assets and access to the premises subject to the Subleases and Lease Agreement. (f) The Buyer and Seller TI shall duly execute or deliver such certificates and documents enter into the TI Manufacturing Agreement (including officer's and secretary's certificates and certificates of good standing) and third party consents as may be required to effectuate the transactions contemplated by this Agreement or as may be reasonably requested by Buyer or Seller, as the case may be.defined in Section 9.15

Transactions at Closing. At or before the Closing, each of the following actions shall occur, which actions shall be deemed to take place simultaneously and no action shall be deemed to have been completed or any document delivered until all such actions have been completed and all required documents delivered: (a) Seller shall deliver the Assignment; (b) The Seller shall duly execute and deliver to the Buyer the ▇▇▇▇ of Sale and such other certificates of title and or other instruments of assignment or and transfer with respect to the Acquired Assets, all in such form Assets as is reasonably acceptable to Buyer's counsel, as the Buyer may reasonably request and as may be necessary to vest in the Buyer good and marketable title to all of Seller's right, title and interest in and to the Acquired Assets free Assets; (b) The Seller shall provide the Buyer with true and clear correct copies of all Liensresolutions of the Seller’s Board of Directors, authorizing the transactions contemplated under this Agreement; (c) Buyer shall deliver to provide the Seller with: (i) a validly executed share certificate covering the shares of Common Stock representing Share Consideration (other than the first installment Holdback Shares), issued in the name of the Purchase Price as provided in Section 3.2 hereofSeller; (d) Buyer and Seller shall allocate all expenses under real estate and equipment leasesprovide the Escrow Agent with a validly executed share certificate covering the Holdback Shares, to issued in the extent such leases constitute Assumed Contracts, such that Seller shall be responsible for all rental thereunder through name of the date of closing, and Buyer shall be responsible for all rental thereunder thereafter. Buyer or Seller, as the case may be, shall make an appropriate payment to the other such party at the Closing to implement such allocation; and Escrow Agent; (e) Buyer shall provide the Seller with true and Seller shall duly execute or deliver such certificates and documents correct copies of resolutions of Buyer’s Board of Directors approving the transaction contemplated hereby, the issuance of the Share Consideration (including officer's and secretary's certificates and certificates of good standingthe Holdback Shares) and third party consents the payment of the Royalty Consideration and the potential issuance of Additional Buyer Stock. (f) Buyer shall provide the Seller with an opinion of Buyer’s counsel, addressed to Seller and dated as may be required to effectuate of the transactions contemplated by this Agreement or Closing date, substantially in the form attached hereto as may be reasonably requested by Buyer or Seller, as the case may beSchedule 10.10.

Transactions at Closing. At or before the Closing, each of the following shall occur: (a) Seller shall deliver the Assignment; (b) The Seller shall duly execute and deliver to the Buyer the ▇▇▇▇ of Sale and or its nominee or nominees such other deeds, certificates of title and or other instruments of assignment or and transfer with respect to the Acquired Assets, all in such form Assets as is reasonably acceptable to Buyer's counsel, as the Buyer may reasonably request and as may be necessary to vest in the Buyer good and marketable title to all of the Acquired Assets, in each case subject to no Encumbrance (as defined in Section 4.9). (b) Without limitation to the requirements of Section 3.2(a) above, Seller shall deliver to Buyer a Release, in a form acceptable to Buyer’s counsel and substantially similar to that set forth in Exhibit C hereto, from Fleet Capital Corporation and the Lenders (as defined in the Fleet Loan, as hereinafter defined in this paragraph), releasing the Acquired Assets from any and all security interests, liens, claims, charges, options, mortgages, debts, title retention agreements, or other encumbrances of any kind under the Third Amended and Restated Credit and Security Agreement, dated as of July 23, 2002, and any amendments or restatements thereof (the “Fleet Loan”). In addition, Seller shall deliver any and all documents reasonably requested by Buyer, executed by Fleet Capital Corporation and the Lenders, necessary to release any U.C.C. Financing Statements or other filings related to such security interests in the Acquired Assets. (c) The Buyer shall duly execute and deliver to the Seller such instruments of assumption and other documents with respect to the Assumed Liabilities as the Seller may reasonably request. (d) The Seller shall deliver or cause to be delivered to the Buyer all of the Seller's right’s leases, title contracts and interest agreements included in the Acquired Assets, with such assignments thereof and consents to assignments as are necessary to assure the Buyer of the full benefit of the same, and all of the Seller’s business records, books and other data relating to the Acquired Assets free (originals or copies, as the parties reasonably agree). The Seller shall take all requisite steps to put the Buyer in actual possession and clear operating control of all Liens;the Acquired Assets. (cf) The Buyer shall deliver the Escrowed Amount to Seller the shares of Common Stock representing the first installment of Escrow Agent and, the Purchase Price as provided in Section 3.2 hereof; (dother than the Escrowed Amount) Buyer and Seller shall allocate all expenses under real estate and equipment leases, to the extent Seller or to such leases constitute Assumed Contracts, such that other person as Seller shall be responsible for all rental thereunder through the date of closing, and Buyer shall be responsible for all rental thereunder thereafter. Buyer or Seller, as the case may be, shall make an appropriate payment to the other such party at the Closing to implement such allocation; and (e) Buyer and Seller shall duly execute or deliver such certificates and documents (including officer's and secretary's certificates and certificates of good standing) and third party consents as may be required to effectuate the transactions contemplated by this Agreement or as may be reasonably requested by Buyer or Seller, as the case may bedesignate.

Transactions at Closing. At or before the Closing, each of the following transactions shall occurtake place, which transactions shall be deemed as having taken place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (a) Seller LEDCO shall deliver to DataSight, as agent for Sellers, the Assignmentfollowing documents: (i) A treasury order issued to the LEDCO transfer agent corresponding to the Common Stock issued in the name of the Sellers in the amounts set forth in Schedule I; (ii) True copies of all consents and waivers obtained by LEDCO, in accordance with the provisions of Section 7.1 below; and (iii) Such other documents and instruments as DataSight may reasonably request. (b) Seller DataSight shall duly execute and deliver deliver, or cause to Buyer be delivered, to LEDCO the ▇▇▇▇ of Sale and such other certificates of title and other instruments of assignment or transfer with respect following documents and/or shall take the following actions: (i) Validly executed Assignment Separate from Stock Certificates corresponding to the Acquired Assetsnumber of DataSight shares being transferred by the Sellers, all issued in such form the name of LEDCO and shall register the shares in the name of LEDCO in the shareholders register of DataSight; and (ii) Such other documents as is reasonably acceptable to Buyer's counsel, as Buyer LEDCO may reasonably request request. (c) The Sellers shall deliver the following documents: (i) to LEDCO, duly executed assignments in the form attached hereto as Exhibit A effecting the immediate and as may be necessary unconditional sale, assignment and irrevocable transfer of DataSight Shares to vest in Buyer all of Seller's rightLEDCO, title and interest in and to the Acquired Assets free and clear of all any Liens;, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law; and (cii) Buyer shall deliver to Seller the shares of Common Stock representing the first installment of the Purchase Price as provided in Section 3.2 hereof; (d) Buyer and Seller shall allocate all expenses under real estate and equipment leases, to the extent such leases constitute Assumed Contracts, such that Seller shall be responsible for all rental thereunder through the date of closing, and Buyer shall be responsible for all rental thereunder thereafter. Buyer or SellerDataSight, as the case may beagent for LEDCO, shall make an appropriate payment to the other such party at the Closing to implement such allocation; and (e) Buyer and Seller shall duly execute or deliver such all share certificates and documents (including officer's and secretary's certificates and certificates in respect of good standing) and third party consents as may be required to effectuate the transactions contemplated by this Agreement or as may be reasonably requested by Buyer or Seller, as the case may beDataSight Shares.