Common use of At the Closing Clause in Contracts

At the Closing. Seller shall assign to Buyer all of the Accounts Receivable, for which Seller shall receive a credit at the Close of Escrow in an amount equal to (a) the full, aggregate outstanding balance of the Cash Equivalent Receivables (without discount except for service charges due to charge card companies) plus (b) the full aggregate outstanding balance of the Invoiced Receivables and Other Accounts Receivable as of the Proration Time, provided, Buyer shall at its option accept or reject any Invoiced Receivables and Other Accounts Receivable over ninety (90) days and Seller shall not receive a credit for any Invoiced Receivables and Other Accounts Receivable over ninety (90) days rejected by Buyer; provided, that Buyer shall at its own expense use reasonable efforts to collect any such rejected Invoiced Receivables and Other Accounts Receivable on behalf of Seller for a period of sixty (60) days after the Closing Date and thereafter Seller shall have the right to collect same for its own account; provided, further, as of the date which is sixty (60) days following the Closing Date, Buyer and Seller shall make any adjustments required to reflect the collectibility of any Invoiced Receivables and Other Accounts Receivable (it being agreed that (a) any accounts receivable not listed on the schedule of accounts receivable of the Property as of the date which is sixty (60) days following the Closing Date shall be deemed paid as of such date and (b) except as provided in (a), any accounts receivable which are more than ninety (90) days past due as of the date which is sixty (60) days following the Closing Date shall be deemed uncollectable as of such date) and Seller and Buyer shall make a corresponding payment to the other as required to accurately reflect the collectibility of such Invoiced Receivables and Other Accounts Receivable and any accounts receivable deemed uncollectable as of such date in accordance with the terms hereof shall be the property of Seller and Seller shall be permitted (at its expense and for its own account) to collect the same;

At the Closing. Seller shall assign to Buyer all of the Accounts Receivable, for which Seller shall receive a credit at the Close of Escrow in an amount equal to (a) the full, aggregate outstanding balance of the Cash Equivalent Receivables (without discount except for service charges due to charge card companies) plus (b) the full aggregate outstanding balance of the Invoiced Receivables and Other Accounts Receivable as of the Proration Time, provided, Buyer shall at its option accept or reject any Invoiced Receivables and Other Accounts Receivable over ninety (90) days and Seller shall not receive a credit for any Invoiced Receivables and Other Accounts Receivable over ninety (90) days rejected by Buyer; provided, that Buyer shall at its own expense use reasonable efforts to collect any such rejected Invoiced Receivables and Other Accounts Receivable on behalf of Seller for a period of sixty (60) days after the Closing Date and thereafter Seller shall have the right to collect same for its own account; provided, further, as of the date which is sixty (60) days following the Closing Date, Buyer and Seller shall make any adjustments required to reflect the collectibility of any Invoiced Receivables and Other Accounts Receivable (it being agreed that (a) any accounts receivable not listed on the schedule of accounts receivable of the Property as of the date which is sixty (60) days following the Closing Date shall be deemed paid as of such date and (b) except as provided in (a), any accounts receivable which are more than ninety (90) days past due as of the date which is sixty (60) days following the Closing Date shall be deemed uncollectable as of such date) and Seller and Buyer shall make calculate the total revenue attributable to each student who contracted with Seller for a corresponding payment specified quantity of tutoring services before the Closing Date but who has unused tutoring hours as of the Closing Date ("Tutoring Revenue"). Tutoring Revenue shall include all payments collected by Seller from the student before the Closing, plus all remaining amounts due from the student. Seller and Buyer shall allocate the Tutoring Revenue from each tutoring student as follows: (i) If the student has used any portion of the contracted tutoring hours before the Closing, the up-front materials fee from the student shall be allocated to Seller. If the student has not used any portion of the contracted tutoring hours before the Closing, one-half of the up-front materials fee shall be allocated to Seller and one-half shall be allocated to Buyer. (ii) The Tutoring Revenue remaining after allocation of the up-front materials fee (the "Remaining Revenue") shall be divided between Seller and Buyer as follows: Seller and Buyer shall determine whether the date of the test for which the student was preparing has passed as of the Closing. If the date of the test has passed, the student will be deemed to have ended his or her tutoring package and the Remaining Revenue shall be allocated to Seller. If the date of the test has not passed as of the Closing, Seller and Buyer shall calculate the ratio of the student's unused tutoring hours to the other as required to accurately reflect total hours contracted for by the collectibility of such Invoiced Receivables and Other Accounts Receivable and any accounts receivable deemed uncollectable as of such date in accordance with the terms hereof student. That ratio shall be multiplied by the property of Seller Remaining Revenue, and Seller the resulting amount shall be permitted (at its expense and for its own account) allocated to collect Buyer. All other Remaining Revenue will be allocated to Seller. If the same;payments collected by Seller before the Closing exceed the amount allocated to Seller under this Section 5.3, the amount of the excess shall be deducted from the Closing Date payment under Section 4.1. If the payments collected by Seller before the Closing are less than the amount allocated to Seller under this Section 5.3, Buyer shall pay the amount of the shortfall to Seller after the Closing as revenue is collected from the tutoring student.

At the Closing. Seller shall assign to Buyer all of the Accounts Receivable, for which Seller shall receive a credit at the Close of Escrow in an amount equal to (a) the full, aggregate outstanding balance of the Cash Equivalent Receivables (without discount except for service charges due to charge card companies) plus (b) the full aggregate outstanding balance of the Invoiced Receivables and Other Accounts Receivable as of the Proration Time, provided, Buyer shall at its option accept or reject any Invoiced Receivables and Other Accounts Receivable over ninety (90) days and Seller shall not receive a credit for any Invoiced Receivables and Other Accounts Receivable over ninety (90) days rejected by Buyer; provided, that Buyer shall at its own expense use reasonable efforts to collect any such rejected Invoiced Receivables and Other Accounts Receivable on behalf of Seller for a period of sixty (60) days after the Closing Date and thereafter Seller shall have the right to collect same for its own account; provided, further, as of the date which is sixty (60) days following the Closing Date, Buyer and Seller shall make any adjustments required to reflect the collectibility of any Invoiced Receivables and Other Accounts Receivable (it being agreed that (a) any accounts receivable not listed on the schedule of accounts receivable of the Property as of the date which is sixty (60) days following the Closing Date shall be deemed paid as of such date and (b) except as provided in (a), any accounts receivable which are more than ninety (90) days past due as of the date which is sixty (60) days following the Closing Date shall be deemed uncollectable as of such date) and Seller and Buyer shall make a corresponding payment to the other as required to accurately reflect the collectibility of such Invoiced Receivables and Other Accounts Receivable and any accounts receivable deemed uncollectable as of such date in accordance with the terms hereof shall be the property of Seller and Seller shall be permitted (at 18 its expense and for its own account) account to collect the same;

At the Closing. the Buyer shall pay to the Seller shall assign to Buyer all of the Accounts Receivable, for which Seller shall receive a credit at the Close of Escrow in an amount cash payment equal to the pro rata portion of $73,217 (athe rent and common area expenses payable under the real property leases relating to the Liquidation Stores (the "Leases")) for the full, aggregate outstanding balance of the Cash Equivalent Receivables (without discount except for service charges due to charge card companies) plus (b) the full aggregate outstanding balance of the Invoiced Receivables and Other Accounts Receivable as of the Proration Time, provided, Buyer shall at its option accept or reject any Invoiced Receivables and Other Accounts Receivable over ninety (90) days and Seller shall not receive a credit for any Invoiced Receivables and Other Accounts Receivable over ninety (90) days rejected by Buyer; provided, that Buyer shall at its own expense use reasonable efforts to collect any such rejected Invoiced Receivables and Other Accounts Receivable period commencing on behalf of Seller for a period of sixty (60) days after the Closing Date through January 31, 1998 (the "Rental Payment"). The Buyer shall, on each of January 23, 1998 and thereafter February 20, 1998, pay to the Seller cash payments equal to $73,217. On March 25, 1998, the Buyer shall pay to the Seller the pro rata portion of $73,217 (the rent and common area expenses payable under the Leases for the period commencing on March 1, 1998 and ending on the last day of the Liquidation Period). The Buyer shall provide the Seller with all retail sales information required under the Leases. On or before December 31, 1997, the Seller shall have provide the right Buyer with a written list of all operational, administrative and other expenses incurred with respect to collect same for its own account; providedthe Liquidation Stores during the period of October 15, further1997 through December 15, as of the date which is sixty 1997. Not later than seven (607) days following prior to the Closing Date, the Buyer and shall inform the Seller shall make any adjustments required of which services relating to reflect the collectibility of any Invoiced Receivables and Other Accounts Receivable (such expenses, if any, it being agreed that (a) any accounts receivable not listed on the schedule of accounts receivable of the Property desires to be cancelled as of the date which is sixty Closing Date; provided, however, that the Seller shall not be required to cancel any services or products required pursuant to the Leases. The Buyer also shall be responsible for and shall pay directly or shall promptly reimburse the Seller or the Parent, as applicable, for all expenses associated with services not requested by Buyer to be cancelled and for all other expenses incurred at the request of the Buyer in conducting the sale of the Inventory in the Liquidation Stores (60the "Sale"). The Buyer shall reimburse the Seller for any such expenses paid by the Seller or the Parent, as the case may be, within thirty (30) days following of receipt of an invoice from the Closing Date shall be deemed paid as Seller stating, in reasonable detail, the amount and type of such date and (b) except as provided in (a), any accounts receivable which are more than ninety (90) days past due as of the date which is sixty (60) days following the Closing Date shall be deemed uncollectable as of such date) and Seller and Buyer shall make a corresponding payment to the other as required to accurately reflect the collectibility of such Invoiced Receivables and Other Accounts Receivable and any accounts receivable deemed uncollectable as of such date in accordance with the terms hereof shall be the property of Seller and Seller shall be permitted (at its expense and for its own account) to collect the same;Expenses so paid.

At the Closing. Nextera agrees to grant to the Rehired Employees and the new hires of Buyer who are involved in the Business options under the Amended and Restated Equity Participation Plan effective as of July 28, 1998 (the "Equity Participation Plan"), a true and correct copy of which is attached hereto as Exhibit P and in the forms of related agreements attached hereto as Exhibit Q-1 for those Rehired Employees who are also Principals and Exhibit Q-2 for the those Rehired Employees or new hires who are not also Principals, which grants shall consist of an aggregate pool of options to purchase 815,000 Nextera Class A Units to be distributed and allocated as set forth in a letter of even date herewith from Seller shall assign to Buyer all and Nextera which letter makes specific reference to this Section 7.6. Such options shall have an exercise price of the Accounts Receivable, for which Seller $7.50 per share and shall receive a credit vest at the Close rate of Escrow twenty-five percent (25%) per year over four (4) years. Buyer and Nextera also agree to make available an additional pool of options to purchase 100,000 Nextera Class A Units for hiring purposes and performance recognition in an amount equal calendar year 1998 subject to Nextera's review and approval and with such terms and conditions as may be determined by Nextera, of which options to purchase 30,000 Nextera Class A Units have been allocated as set forth on in the letter referred to in the preceding sentence. Nextera has duly adopted the Equity Participation Plan in the form attached as Exhibit P and form of related agreement in the forms attached as Exhibit Q-1 and Exhibit Q-2 hereto. The Shareholders acknowledge that (a) the full, aggregate outstanding balance terms of the Cash Equivalent Receivables (without discount except for service charges due to charge card companies) plus options are governed by such Equity Participation Plan attached as Exhibit P and related agreements in the forms attached as Exhibit Q-1 and Exhibit Q-2, and (b) the full aggregate outstanding balance tax consequences of the Invoiced Receivables options are materially different 55 in a limited liability company as compared to a corporate structure, and Other Accounts Receivable as of the Proration Time, provided, Buyer shall at its option accept or reject any Invoiced Receivables and Other Accounts Receivable over ninety (90) days and Seller shall not receive a credit for any Invoiced Receivables and Other Accounts Receivable over ninety (90) days rejected by Buyer; provided, that Buyer shall at its Shareholders have had the opportunity to consult their own expense use reasonable efforts to collect any such rejected Invoiced Receivables and Other Accounts Receivable on behalf of Seller for a period of sixty (60) days after the Closing Date and thereafter Seller shall have the right to collect same for its own account; provided, further, as of the date which is sixty (60) days following the Closing Date, Buyer and Seller shall make any adjustments required to reflect the collectibility of any Invoiced Receivables and Other Accounts Receivable (it being agreed that (a) any accounts receivable not listed on the schedule of accounts receivable of the Property as of the date which is sixty (60) days following the Closing Date shall be deemed paid as tax advisors of such date and (b) except as provided in (a), any accounts receivable which are more than ninety (90) days past due as of the date which is sixty (60) days following the Closing Date shall be deemed uncollectable as of such date) and Seller and Buyer shall make a corresponding payment to the other as required to accurately reflect the collectibility of such Invoiced Receivables and Other Accounts Receivable and any accounts receivable deemed uncollectable as of such date in accordance with the terms hereof shall be the property of Seller and Seller shall be permitted (at its expense and for its own account) to collect the same;tax consequences.

At the Closing. Seller shall assign to Buyer all of the Accounts Receivable, for which Seller shall receive a credit at the Close of Escrow in an amount equal to (a) the full, aggregate outstanding balance of the Cash Equivalent Receivables (without discount except for service charges due to charge card companies) plus (b) the full aggregate outstanding balance of the Invoiced Receivables and Other Accounts Receivable as of the Proration Time, provided, Buyer shall at its option accept or reject any Invoiced Receivables and Other Accounts Receivable over ninety (90) days and Seller shall not receive a credit for any Invoiced Receivables and Other Accounts Receivable over ninety (90) days rejected by Buyer; provided, that Buyer shall at its own expense use reasonable efforts to collect any such rejected Invoiced Receivables and Other Accounts Receivable on behalf of Seller for a period of sixty (60) days after the Closing Date and thereafter Seller shall have the right to collect same for its own account; provided, further, as of the date which is sixty (60) days following the Closing Date, Buyer and Seller shall make any adjustments required to reflect the collectibility of any Invoiced Receivables and Other Accounts Receivable (it being agreed that (a) any accounts receivable not listed on the schedule of accounts receivable of the Property as of the date which is sixty (60) days following the Closing Date shall be deemed paid as of such date and (b) except as provided in (a), any accounts receivable which are more than ninety (90) days past due as of the date which is sixty (60) days following the Closing Date shall be deemed uncollectable as of such date) and Seller and Buyer shall make a corresponding payment to the other as required to accurately reflect the collectibility of such Invoiced Receivables and Other Accounts Receivable and any accounts receivable deemed uncollectable as of such date in accordance with the terms hereof shall be the property of Seller and Seller shall be permitted (at its expense and for its own account) account to collect the same;

At the Closing. Seller (i) the parties hereto shall assign cause a Certificate of Merger, in substantially the form attached hereto as Annex C, to Buyer all be filed with the Secretary of State of the Accounts ReceivableState of Delaware (the "Certificate of Merger"), for which Seller shall receive a credit at in accordance with the Close of Escrow in an amount equal to (a) the full, aggregate outstanding balance applicable provisions of the Cash Equivalent Receivables DGCL; (without discount except for service charges due ii) Parent shall deposit or shall cause to charge card companiesbe deposited with Wilmington Trust, National Association, or in the alternative a paying agent selected jointly by Parent and the Company prior to the Closing (the "Paying Agent"), by wire transfer of immediately available **MSPSC Electronic Copy ** 2016-UA-186 Filed on 09/23/2016 ** funds to a bank account designated in writing by the Paying Agent at least two (2) plus (b) the full aggregate outstanding balance of the Invoiced Receivables and Other Accounts Receivable as of the Proration Time, provided, Buyer shall at its option accept or reject any Invoiced Receivables and Other Accounts Receivable over ninety (90) days and Seller shall not receive a credit for any Invoiced Receivables and Other Accounts Receivable over ninety (90) days rejected by Buyer; provided, that Buyer shall at its own expense use reasonable efforts Business Days prior to collect any such rejected Invoiced Receivables and Other Accounts Receivable on behalf of Seller for a period of sixty (60) days after the Closing Date (the "Payment Fund"), an amount in cash equal to the Aggregate Closing Stockholder Proceeds, which shall be held by the Paying Agent in a separate account pursuant to the terms and thereafter Seller conditions set forth in this Agreement and the Paying Agent Agreement; (iii) Parent shall have deposit or shall cause to be depositedwith the right Company to collect same for its own account; provided, further, as of a bank account designated in writing by the date which is sixty Company at least two (602) days following Business Days prior to the Closing Date, Buyer by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Closing Option Proceeds, less the Aggregate Securityholder Note Amount; (iv) Parent and the Seller Representative shall make execute and deliver an Escrow Agreement, in substantially the form attached hereto as Annex D (the "Escrow Agreement") with Wilmington Trust, National Association, or in the alternative an escrow agent selected jointlyby Parent and the Company prior to the Closing (the "Escrow Agent"); (v) Parent shall deposit or cause to be deposited with the Escrow Agent, by wire transfer of immediately available funds to a bank account designated in writing by the Escrow A ent at least two (2) Business Days prior to the Closing Date, an amount in cash equal to (the "Adjustment Escrow Amount"), r which shall be held by the Escrow Agent in a separate account pursuant to the terms and conditions set forth in this Agreement and the Escrow Agreement to serve as a source of payment of certain adjustments to theEstimatedMerger Consideration required by Section 1.9(f) (Post-Closing Payments) (the "Adjustment Escrow Fund"); (vi) Parent shall deposit or cause to be depositedwith the Seller Representative, by wire transfer of immediately available funds to a bank account designated in writing by the Seller Representative at least two 2 Business Days prior to the Closing Date, an amount in cash equal to (the "Seller Representative Fund Amount"), which shall be held by the Seller Representative in a separate account and shall be available to the Seller Representative solely to pay any adjustments reasonable and documented fees, costs or other expenses it may incur in performing its duties or exercising its rights under this Agreement or the Escrow Agreement (the "Seller Representative Fund"); (vii) Parent shall pay or cause to be paid, by wire transfer of immediately available funds, all Unpaid Transaction Expenses which by their terms or pursuant to this Agreement are required to reflect be paid at the collectibility Closing in accordance with written instructions deliveredby the Company at least two (2) Business Days prior to the Closing Date; (viii) Parent shall pay or cause to be paid, by wire transfer of any Invoiced Receivables immediately available funds, all Payoff Indebtedness (if any) (other than Payoff Indebtedness repaid by the Company pursuant to Section 4.15) in accordance with payoff letters delivered by the applicable lender(s) at least two (2) Business Days prior to the Closing Date, which payoff letters will be in form and Other Accounts Receivable substance reasonably satisfactory to Parent; and (it being agreed that ix) Parent and the Seller Representative shall execute and deliver a Paying Agent Agreement, in substantially the form attached hereto as Annex L (athe "Paying Agent Agreement") any accounts receivable not listed on with the schedule Paying Agent. ' (c) Additionally, the Company shall deliver, or cause to be delivered, to Parent at or prior to the Closing the following agreements and documents, each of accounts receivable of the Property which shall be in full force and effect at and as of the date which is sixty Closing: (60i) days following Securityholder Support Agreements executed by the Closing Date shall be deemed paid Company and Securityholders representing at least ninety-five percent (95%) of the outstanding Company Capital Stock as of such date and (b) except as provided in (a), any accounts receivable which are more than ninety (90) days past due as of the date which is sixty (60) days following the Closing Date shall be deemed uncollectable as of such date) and Seller and Buyer shall make a corresponding payment immediately prior to the other as required to accurately reflect the collectibility of such Invoiced Receivables and Other Accounts Receivable and Effective Time (including, in any accounts receivable deemed uncollectable as of such date in accordance with the terms hereof shall be the property of Seller and Seller shall be permitted (at its expense and for its own account) to collect the same;event, a Major Securityholder Support Agreement executed by each Securityholder listed on -3- **MSPSC Electronic Copy ** 2016-UA-186 Filed on 09/23/2016 **

At the Closing. Seller shall assign to Buyer all of the Accounts Receivable, for which Seller shall receive a credit at the Close of Escrow in an amount equal to (a) the full, aggregate outstanding balance of the Cash Equivalent Receivables (without discount except for service charges due to charge card companies) plus (b) the full aggregate outstanding balance of the Invoiced Receivables and Other Accounts Receivable as of the Proration Time, provided, Buyer shall at its option accept or reject any Invoiced Receivables and Other Accounts Receivable over ninety (90) days and Seller shall not receive a credit for any Invoiced Receivables and Other Accounts Receivable over ninety (90) days rejected by Buyer; provided, that Buyer shall at its own expense use reasonable efforts to collect any such rejected Invoiced Receivables and Other Accounts Receivable on behalf of Seller for a period of sixty (60) days 17 18 after the Closing Date and thereafter Seller shall have the right to collect same for its own account; provided, further, as of the date which is sixty (60) days following the Closing Date, Buyer and Seller shall make any adjustments required to reflect the collectibility of any Invoiced Receivables and Other Accounts Receivable (it being agreed that (a) any accounts receivable not listed on the schedule of accounts receivable of the Property as of the date which is sixty (60) days following the Closing Date shall be deemed paid as of such date and (b) except as provided in (a), any accounts receivable which are more than ninety (90) days past due as of the date which is sixty (60) days following the Closing Date shall be deemed uncollectable as of such date) and Seller and Buyer shall make a corresponding payment to the other as required to accurately reflect the collectibility of such Invoiced Receivables and Other Accounts Receivable and any accounts receivable deemed uncollectable as of such date in accordance with the terms hereof shall be the property of Seller and Seller shall be permitted (at its expense and for its own account) to collect the same;

At the Closing. Seller shall assign to Buyer all of the Accounts Receivable, for which Seller shall receive a credit at the Close of Escrow in an amount equal to (a) the full, aggregate outstanding balance of the Cash Equivalent Receivables (without discount except for service charges due to charge card companies) plus (b) the full aggregate outstanding balance of the Invoiced Receivables and Other Accounts Receivable as of the Proration Time, provided, Buyer shall at its option accept or reject any Invoiced Receivables and Other Accounts Receivable over ninety (90) days and Seller shall not receive a credit for any Invoiced Receivables and Other Accounts Receivable over ninety (90) days rejected by Buyer; provided, that Buyer shall at its own expense use reasonable efforts to collect any such rejected Invoiced Receivables and Other Accounts Receivable on behalf of Seller for a period of sixty (60) days after the Closing Date and thereafter Seller shall have the right to collect same for its own account; provided, further, as of the date which is sixty (60) days following the Closing Date, Buyer and Seller shall make any adjustments required to reflect the collectibility of any Invoiced Receivables and Other Accounts Receivable (it being agreed that (a) any accounts receivable not listed on the schedule of accounts receivable of the Property as of the date which is sixty (60) days following the Closing Date shall be deemed paid as of such date and (b) except as provided in (a), any accounts receivable which are more than ninety (90) days past due as of the date which is sixty (60) days following the Closing Date shall be deemed uncollectable as of such date) and Seller and Buyer shall make a corresponding payment to the other as required to accurately reflect the collectibility of such Invoiced Receivables and Other Accounts Receivable and any accounts receivable deemed uncollectable as of such date in accordance with the terms hereof shall be the property of Seller and Seller shall be permitted (at its expense and for its own account) to collect the same;terms