Common use of Closing Instruments Clause in Contracts

Closing Instruments. The Buyer shall have executed, acknowledged and delivered to the Seller or the Shareholders, as applicable, (i) the General Conveyance, Transfer, Assignment and Assumption, in substantially the form attached hereto as Exhibit “C”, (ii) the Seller Note and the Seller Escrow Note both in the form attached hereto as Exhibit “A”, (iii) the Assignment of Lease in the form attached as Exhibit “H”, (iv) an irrevocable letter to its transfer agent directing transfer agent to deliver the Stock to the Shareholders and (v) any other documents, in the reasonable opinion of counsel to Seller, regarding the assumption of the Assumed Liabilities by Buyer. Buyer shall have executed and delivered to each of the Shareholders, respectively, the Employment Agreements in the form attached hereto as Exhibit “D”. The Seller, Buyer and the escrow agent under the Escrow Agreement shall have executed and delivered said Escrow Agreement and the Escrow Agreement shall be in full force and effect as of the Closing. The Buyer and the Landlord shall have executed and delivered the Lease for each Related Party Lease. The Seller, Buyer and each Landlord shall have executed and delivered the Landlord Assignment and Estoppel Certificate. The Seller and the applicable Landlord shall have executed and delivered the Termination of Lease.

Closing Instruments. The Buyer Seller and the Shareholders, as applicable, shall have executed, acknowledged and delivered to the Seller or the Shareholders, as applicable, Buyer (i) the General Conveyance, Transfer, Assignment and Assumption, in substantially the form attached hereto as Exhibit “CD”, (ii) the Seller Note and the Seller Escrow Note both in the form attached hereto as Exhibit “A”Goodwill Purchase Agreement, (iii) the Assignment of Lease in the form attached as Exhibit “H”Employment Agreements, and (iv) an irrevocable letter to its transfer agent directing transfer agent to deliver the Stock to the Shareholders and (v) any other documents, documents necessary in the reasonable opinion of counsel to Seller, regarding Buyer to transfer and assign the assumption of the Assumed Liabilities by Transferred Assets to Buyer. Buyer The Shareholders shall have executed and delivered to each Buyer a separate purchase agreement pursuant to which Buyer shall effect a separate purchase of the Shareholdersgoodwill and intangible assets of the Shareholders associated with the Business, respectively, contemporaneously with the Employment Agreements Closing hereunder (the “Goodwill Purchase Agreement” in the form and substance attached hereto as Exhibit “DI”) and the Employment Agreements. The Seller, Buyer Seller and the escrow agent under the Escrow Agreement (in form and substance attached hereto as Exhibit “G, the “Escrow Agreement”) shall have executed and delivered said Escrow Agreement to Buyer such agreement and the Escrow Agreement shall be in full force and effect as of the Closing. The Buyer and the Landlord shall have executed and delivered the Lease for each Related Party Lease. The Seller, Buyer and each Landlord shall have executed and delivered the Landlord Assignment and Estoppel Certificate. The Seller and the applicable Landlord shall have executed and delivered the Termination of Lease.