Common use of Transactions on the Closing Date Clause in Contracts

Transactions on the Closing Date. (a) At the Closing, Sellers will deliver, or cause to be delivered, to Questron the following: (i) stock certificates, in form suitable for transfer, registered in the name of each Seller, evidencing the number of Shares set forth opposite such Seller's name on Schedule 1.1, endorsed in blank or with an executed blank stock transfer power attached, and with any necessary stock transfer tax stamps attached thereto; (ii) all stock books, stock transfer ledgers, minute books and the corporate seals of the Company; (iii) resignations of all of the directors and officers of the Company, effective as of the Closing; (iv) evidence of termination of the Stockholder Voting, Stock Redemption and Buy-Sell Agreement, dated as of June 11, 1996, among the Sellers and the Company and the proxies executed by each Seller; (v) duly executed signature cards for all bank accounts of the Company which are necessary to establish Questron's designees, and only Questron's designees, as the authorized signatories for such accounts; (vi) the Employment Agreement, substantially in the form attached hereto as Exhibit A, executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (vii) the Registration Rights Agreement, substantially in the form attached hereto as Exhibit B (the "Registration Rights Agreement"), executed by each of the Accredited Investor Sellers; (viii) each of the certificates and documents contemplated by Article 6; and (ix) such other certificates, documents, instruments and agreements as Questron shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to Questron. (b) At the Closing, Questron will deliver to Sellers the following: (i) the Initial Cash Consideration;

Transactions on the Closing Date. (a) At the Closing, Sellers will deliver, or cause the Buyer shall deliver to be delivered, to Questron the followingSeller: (i) stock certificatescash, by wire transfer of immediately available funds to the account which is designated by the Seller at least three (3) Business Days prior to the Closing, in form suitable for transfer, registered in the name of each Seller, evidencing the number of Shares set forth opposite such Seller's name on Schedule 1.1, endorsed in blank or with an executed blank stock transfer power attached, and with any necessary stock transfer tax stamps attached theretoamount determined pursuant to Section 1.2; (ii) all stock books, stock transfer ledgers, minute books and the corporate seals of the Company;certificate contemplated by Section 7.3 hereof; and (iii) resignations of all of other documents and instruments as shall be reasonably required by the directors and officers of the Company, effective as of the Closing; (iv) evidence of termination of the Stockholder Voting, Stock Redemption and Buy-Sell Agreement, dated as of June 11, 1996, among the Sellers and the Company and the proxies executed by each Seller; (v) duly executed signature cards for all bank accounts of the Company which are necessary to establish Questron's designees, and only Questron's designees, as the authorized signatories for such accounts; (vi) the Employment Agreement, substantially in the form attached hereto as Exhibit A, executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (vii) the Registration Rights Agreement, substantially in the form attached hereto as Exhibit B (the "Registration Rights Agreement"), executed by each of the Accredited Investor Sellers; (viii) each of the certificates and documents contemplated by Article 6; and (ix) such other certificates, documents, instruments and agreements as Questron shall deem necessary in its reasonable discretion in order Seller to effectuate or evidence the transactions contemplated hereinhereby in accordance with the provisions hereof, in form and substance reasonably satisfactory to Questronor which are otherwise required hereunder. (b) At the Closing, Questron will the Seller shall deliver to Sellers the followingBuyer: (i) a stock certificate, duly endorsed by the Initial Cash ConsiderationSeller for transfer to the Buyer, representing the Shares; (ii) the letters of resignation of those members of the boards of directors of the Companies as provided in Section 6.6; (iii) the certificate contemplated by Section 6.3 hereof; (iv) an affidavit of the Seller, dated as of the Closing Date and substantially in the form set forth in Treasury Regulations Section 1.1445-2(b)(2)(iv), setting forth the Seller’s name, address and federal employer identification number and stating under the penalties of perjury that the Seller is not a “foreign person” within the meaning of Section 1445 of the Code; and (v) all other documents and instruments as shall be reasonably required by the Buyer to effectuate or evidence the transactions contemplated herein in accordance with the provisions hereof, or which are otherwise required hereunder

Transactions on the Closing Date. (a) At the Closing, Sellers will deliver, or cause to be delivered, to Questron the following: (i) stock certificates, in form suitable for transfer, registered in the name of each Seller, evidencing the number of Shares set forth opposite such Seller's name on Schedule 1.1, endorsed in blank or with an executed blank stock transfer power attached, and with any necessary stock transfer tax stamps attached thereto; (ii) all stock books, stock transfer ledgers, minute books and the corporate seals of the Company; (iii) resignations of all of the directors and officers of the Company, effective as of the Closing; (iv) evidence of termination of the Stockholder Voting, Stock Redemption and Buy-Sell Agreement, dated as of June 11, 1996, among the Sellers and the Company and the proxies executed by each Seller; (v) duly executed signature cards for all bank accounts of the Company which are necessary to establish Questron's designees, and only Questron's designees, as the authorized signatories for such accounts; (vi) the Employment Agreement, substantially in the form attached hereto as Exhibit A, executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (vii) the Registration Rights Agreement, substantially in the form attached hereto as Exhibit B (the "Registration Rights Agreement"), executed by each of the Accredited Investor Sellers; (viiiv) each of the certificates and documents contemplated by Article 6; and (vi) evidence of termination of the Stock Purchase Agreements and the Consulting Agreements (each as hereinafter defined) which evidence shall be reasonably satisfactory to Questron; (vii) UCC-3 termination statements effecting the release of all security interests of Landmark Bank Mid-Cities (the assignee of the Bank of the West) under the SBA Guaranty Loan Agreement, dated September 16, 1993, between the Company and the Bank of the West (the "SBA Loan Agreement") in the Shares and assets of the Company; (viii) evidence of the Company's payment of all amounts outstanding (including principal and interest) under the SBA Loan Agreement, which evidence shall be reasonably satisfactory to Questron; and (ix) such other certificates, documents, instruments and agreements as Questron shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to Questron. (b) At the Closing, Questron will deliver to Sellers the following: (i) the Initial Cash Consideration; (ii) the shares representing the Initial Questron Common Stock; (iii) each of the certificates and documents contemplated by Article 7; and (iv) such other certificates, documents, instruments and agreements as Sellers shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to Questron.

Transactions on the Closing Date. (a) At the Closing, Sellers Seller will deliver, or cause to be delivered, to Questron the following: (i) stock certificates, certificate(s) representing the Shares in form suitable for transfer, registered in the name of each Seller, evidencing the number of Shares set forth opposite such Seller's name on Schedule 1.1, endorsed in blank or with an executed blank stock transfer power attached, and with any necessary stock transfer tax stamps attached thereto; (ii) all stock books, stock transfer ledgers, minute books and the corporate seals of the Company; (iii) resignations of all of the directors and officers of the Company, effective as of the Closing; (iv) evidence of termination of the Stockholder Voting, Stock Redemption and Buy-Sell Agreement, dated as of June 11, 1996, among the Sellers and the Company and the proxies executed by each Seller; (v) duly executed signature cards for all bank accounts of the Company which are necessary to establish Questron's designees, and only Questron's designees, as the authorized signatories for such accounts; (vi) the Employment Agreement, substantially in the form attached hereto as Exhibit A, executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (vii) the Registration Rights Agreement, substantially in the form attached hereto as Exhibit B (the "Registration Rights Agreement"), executed by each of the Accredited Investor Sellers; (viiiv) each of the certificates and documents contemplated by Article 6; and (ixvi) such other certificates, documents, instruments and agreements as Questron shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to Questron. (b) At the Closing, Questron will deliver to Sellers Seller the following: (i) the Initial Cash Consideration; (ii) the Initial Stock Consideration; (iii) the Closing Promissory Note; (iv) each of the certificates and documents contemplated by Article 7; and (v) such other certificates, documents, instruments and agreements as Seller shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to Seller.

Transactions on the Closing Date. (a) At the Closing, Sellers the Company and the Shareholders will deliver, or cause to be delivered, to QDL and/or Questron the following: (i) stock certificatescertificate(s) representing all of the Shares, in form suitable for transfer, registered in the name of each Seller, Shareholder evidencing the number of Shares set forth opposite each such SellerShareholder's name on Schedule 1.1, endorsed in blank or with an executed blank stock transfer power attached, and and, in each case, with any necessary stock transfer tax stamps attached thereto; (ii) all stock books, stock transfer ledgers, minute books and the corporate seals of the Company and all subsidiaries of the Company; (iii) resignations of all of the directors and officers of the Company, effective as of the Closing; (iv) evidence of termination of the Stockholder Voting, Stock Redemption and Buy-Sell Agreement, dated as of June 11, 1996, among the Sellers and the Company and the proxies executed by each Seller; (v) duly executed signature cards for all bank accounts of the Company and its subsidiaries which are necessary to establish QuestronQDL's designees, and only QuestronQDL's designees, as the authorized signatories for such accounts; (vi) the Employment Agreement, substantially in the form attached hereto as Exhibit A, executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (vii) the Registration Rights Agreement, substantially in the form attached hereto as Exhibit B (the "Registration Rights Agreement"), executed by each of the Accredited Investor Sellers; (viiiv) each of the certificates and documents contemplated by Article 67; and (ixvi) such other certificates, documents, instruments and agreements as QDL and/or Questron shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to QDL and/or Questron. (b) At the Closing, QDL and/or Questron will deliver to Sellers the Shareholders the following: (i) the Initial Cash Consideration; (ii) the Closing Note; (iii) the stock certificates representing the Closing Shares; (iv) each of the certificates and documents contemplated by Article 8; and (v) such other certificates, documents, instruments and agreements as the Company shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to the Company. (c) At the Closing, and on behalf of the Company, Questron shall deliver, or cause to be delivered, by wire transfer such amounts as are necessary to pay and discharge the outstanding balance of the indebtedness set forth on Schedule 1.2 to the entities listed thereon, which amounts shall represent all of such indebtedness outstanding as of the Closing Date.

Transactions on the Closing Date. (a) At the Closing, Sellers Seller will deliver, or cause to be delivered, to Questron JAWS the following: (i) stock certificatescertificate(s), in form suitable for transfer, registered in the name of each Seller, evidencing all of the number of Shares set forth opposite such Seller's name on Schedule 1.1Shares, endorsed in blank or with an executed blank stock transfer power powers attached, and with any necessary stock transfer tax stamps attached thereto; (ii) all stock books, stock transfer ledgers, minute books and the corporate seals of the Company; (iii) resignations of all of the directors and officers of the Company, effective as of the Closing; (iv) evidence of termination of the Stockholder Votingas soon as practicable following Closing, Stock Redemption and Buy-Sell Agreement, dated as of June 11, 1996, among the Sellers and the Company and the proxies executed by each Seller; (v) duly executed signature cards for all bank accounts of the Company which are necessary to establish Questron's JAWS' designees, and only Questron's JAWS' designees, as the authorized signatories for such accounts; (vi) the Employment Agreement, substantially in the form attached hereto as Exhibit A, executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (vii) the Registration Rights Agreement, substantially in the form attached hereto as Exhibit B (the "Registration Rights Agreement"), executed by each of the Accredited Investor Sellers; (viiiv) each of the certificates and documents contemplated by Article 6; and (ixvi) such other certificates, documents, instruments and agreements as Questron JAWS shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to QuestronJAWS. (b) At the Closing, Questron JAWS will deliver to Sellers Seller the following: (i) the Initial Cash Consideration; (ii) the share certificates representing the Initial JAWS Common Stock; (iii) each of the certificates and documents contemplated by Article 7; and (iv) such other certificates, documents, instruments and agreements as Sellers shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to Seller.