Common use of Closing Payments Clause in Contracts

Closing Payments. At the Closing, (a) (i) Parent shall pay or cause to be paid, on behalf of the issuers under the Indenture (the “Issuers”), to the trustee under the Indenture (the “Trustee”) and/or a depositary under the Company Notes Tender Offer, as applicable, funds in an amount equal to (x) the aggregate amount payable in connection with the Company Notes Tender Offer amount (if the Company elects to make the Company Notes Tender Offer pursuant to Section 6.13(d)), and (y) an amount necessary for the Issuers to redeem all of the Company Notes on the redemption date (after giving effect to any purchases of Company Notes on the Closing Date pursuant to the Company Notes Tender Offer, if applicable), and (ii) with respect to any Company Notes that will remain outstanding after the Closing Date, the Company shall deliver to the Trustee (A) an officer’s certificate stating that, at or after the Closing, the Company shall, or shall have caused the Trustee to, mail or cause to be mailed an irrevocable redemption notice in accordance with the Indenture to each holder of the outstanding Company Notes, stating that the Issuers intend to irrevocably call all of the outstanding Company Notes for redemption, on a redemption date no later than thirty (30) days after the Closing (or if such day is not a Business Day, the following Business Day) or as soon as reasonably practicable under the Indenture, and (B) an officer’s certificate of the Issuers and opinion of counsel, in each case in accordance with Section 8.01 of the Indenture, to effect the satisfaction and discharge of the Company Notes in accordance with the Indenture and (b) Parent shall pay to the agent for the benefit of the lenders under the Credit Agreement an amount necessary to pay off all outstanding loans and other obligations under the Credit Agreement, and terminate all commitments thereunder.

Closing Payments. At the Closing, (a) (i) Parent shall pay or cause to be paid, on behalf of the issuers under the Indenture (the “Issuers”), to the trustee under the Indenture (the “Trustee”) and/or a depositary under the Company Notes Tender Offer, as applicable, funds in an amount equal to (x) the aggregate amount payable in connection with the Company Notes Tender Offer amount (if the Company elects to make the Company Notes Tender Offer pursuant to Section 6.13(d)), and (y) an amount necessary for the Issuers to redeem all of the Company Notes on the redemption date (after giving effect to any purchases of Company Notes on Promptly following the Closing Date pursuant to the Company Notes Tender OfferDate, if applicable), and but in no event later than three (ii3) with respect to any Company Notes that will remain outstanding Business Days after the Closing Date, Parent or its agent shall mail a letter of transmittal in substantially the form attached hereto as Exhibit E (the “Letter of Transmittal”) to each Company Stockholder at the address set forth opposite each such Company Stockholder’s name on the Spreadsheet. The Letter of Transmittal shall include, among other things, an acknowledgement by the Company shall deliver to the Trustee (A) an officer’s certificate stating Stockholder that, at or after by executing the ClosingLetter of Transmittal, the such Company shall, or shall have caused the Trustee to, mail or cause Stockholder agrees to be mailed an irrevocable redemption notice bound by all of the terms and conditions contained in Article VIII of this Agreement. (ii) Upon surrender of a certificate that formerly represented their respective shares of Company Capital Stock (the “Company Stock Certificates”) for cancellation to Parent or its agent, together with the Letter of Transmittal and any other instruments that Parent or its agent requests (the “Exchange Documents”), duly completed and validly executed in accordance with the Indenture instructions thereto, the Company Stockholder shall be entitled to each holder promptly receive from Parent or its agent in exchange therefor, that portion of the outstanding Aggregate Stock Consideration and the Final Adjusted Closing Cash Consideration into which the shares of Company NotesCapital Stock represented by such Company Stock Certificate and/or Cancelled Equity have been converted pursuant to Section 2.7 hereof (determined, stating that solely for purposes of this Section 2.10(b), as if the Issuers intend to irrevocably call all Final Adjusted Closing Cash Consideration equaled the Preliminary Adjusted Closing Cash Consideration ), less each Company Stockholder’s Pro Rata Portion of the outstanding Escrow Amount contributed with the Escrow Agent with respect to such holder pursuant to Section 2.10(a) hereof. Parent or its agent shall deliver the consideration specified in the preceding sentence to a Company Notes for redemptionStockholder promptly following the receipt by Parent or its agent of such Company Stockholder’s Company Stock Certificates and/or Exchange Documents, on a redemption date no later than thirty (30) days after the Closing (or if such day is not a Business Day, the following Business Day) or as soon as reasonably practicable under the Indenture, duly completed and (B) an officer’s certificate of the Issuers and opinion of counsel, in each case in accordance with Section 8.01 of the Indenture, to effect the satisfaction and discharge of the Company Notes validly executed in accordance with the Indenture and (b) Parent instructions thereto. Upon the surrender of any such Company Stock Certificate, the Company Stock Certificate so surrendered shall pay thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the agent for right to receive the benefit portion of the lenders under the Credit Agreement an amount necessary Merger Consideration (without interest) into which such shares of Company Capital Stock shall have been converted pursuant to pay off all outstanding loans and other obligations under the Credit Agreement, and terminate all commitments thereunderSection 2.7 hereof.

Closing Payments. At the Closing, (a) (i) Parent shall pay or cause to be paid, on behalf of the issuers under the Indenture (the “Issuers”), to the trustee under the Indenture (the “Trustee”) and/or a depositary under the Company Notes Tender Offer, as applicable, funds in an amount equal to (x) the aggregate amount payable in connection with the Company Notes Tender Offer amount (if the Company elects to make the Company Notes Tender Offer pursuant to Section 6.13(d)), and (y) an amount necessary for the Issuers to redeem all of the Company Notes on the redemption date (after giving effect to any purchases of Company Notes on Promptly following the Closing Date pursuant to the Company Notes Tender OfferDate, if applicable), and (ii) with respect to any Company Notes that will remain outstanding but in no event later than four Business Days after the Closing Date, Parent or its agent shall mail a letter of transmittal in substantially the form attached hereto as Exhibit F (the “Letter of Transmittal”) to each Company shall deliver Stockholder at the address set forth opposite each such Company Stockholder’s name on the Spreadsheet. (ii) Upon surrender of a certificate that formerly represented shares of Company Capital Stock (the “Company Stock Certificates”) for cancellation to Parent or its agent, together with the Trustee Letter of Transmittal, Form W-9 or the appropriate series of Form W-8 and any other instruments that Parent or its agent reasonably requests (A) an officer’s certificate stating thatthe “Exchange Documents”), at or after the Closing, the Company shall, or shall have caused the Trustee to, mail or cause to be mailed an irrevocable redemption notice duly completed and validly executed in accordance with the Indenture to each instructions thereto, the holder of the outstanding such Company Notes, stating Stock Certificate shall be entitled to receive from Parent or its agent in exchange therefor that the Issuers intend to irrevocably call all portion of the outstanding Closing Merger Consideration into which the shares of Company Notes Capital Stock represented by such Company Stock Certificate have been converted pursuant to Section 2.7 (determined, solely for redemptionpurposes of this Section 2.10(b), on a redemption date no later than thirty (30) days after as if the Final Adjusted Closing Merger Consideration Amount required to determine the Closing (or if such day is not a Business Day, the following Business Day) or as soon as reasonably practicable under the Indenture, and (B) an officer’s certificate of the Issuers and opinion of counsel, in each case in accordance with Section 8.01 of the Indenture, to effect the satisfaction and discharge of the Company Notes Merger Consideration in accordance with the Indenture and definition thereof was the Estimated Adjusted Closing Merger Consideration Amount), less such Company Stockholder’s Pro Rata Portion of the Escrow Amount contributed with the Escrow Agent pursuant to Section 2.10(a). Parent or its agent shall deliver such consideration (b) Parent shall pay which, for the avoidance of doubt, may be delivered in a book-entry or similar position through The Depository Trust & Clearing Corporation or any other depository or similar functionary, credited to the agent an account for the benefit of such Company Stockholder) specified in the lenders under preceding sentence to such Company Stockholder. Upon the Credit Agreement an amount necessary surrender of any such Company Stock Certificate, the Company Stock Certificate so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to pay off all outstanding loans evidence only the right to receive the portion of the Merger Consideration into which such shares of Company Capital Stock shall have been converted pursuant to Section 2.7 plus the right to receive a portion of the Earnout Consideration as set forth in Section 2.16, when and other obligations under the Credit Agreement, and terminate all commitments thereunderif paid.

Closing Payments. At the Closing, the Acquiror Parties and the Merger Subsidiary shall deliver the following amounts by wire transfer in immediately available funds: (a) The Acquiror Parties and the Merger Subsidiary shall deliver $4,000,000 (such amount, or the remaining principal balance thereof from time to time, the "Indemnification Escrow Funds") to U.S. Bank National Association (or a nationally recognized financial institution selected prior to Closing by mutual agreement of the Acquiror and the Company) as escrow agent (the "Escrow Agent"), with instructions to deposit such amount in a separate, segregated, interest-bearing account designated for such purpose (the "Indemnification Escrow Account"), to be governed by the terms of this Agreement and an escrow agreement, substantially in the form attached as Exhibit F (the "Indemnification Escrow Agreement"), which the parties thereto will enter into at Closing. (b) The Acquiror Parties and the Merger Subsidiary shall deliver $500,000 (together with any interest or investment income thereon, the "Working Capital Escrow Funds") to the Escrow Agent, with instructions to deposit such amount in a separate, segregated, interest-bearing account designated for such purpose (the "Working Capital Escrow Account"), to be governed by the terms of this Agreement and an escrow agreement, substantially in the form attached as Exhibit G, which the parties thereto will enter into at Closing. (c) The Acquiror Parties and the Merger Subsidiary shall pay the sum of $25,000,000 and the Estimated Adjustment (such amount, the "Closing Date Payment") to U.S. Bank National Association (or a nationally recognized financial institution selected prior to Closing by mutual agreement of the Acquiror and the Company) as paying agent (the "Paying Agent"), with instructions to take the following actions immediately upon receipt thereof, and in any case on the Closing Date: (i) Parent shall pay or cause to be paiddeposit such amount in a separate, on behalf of the issuers under the Indenture segregated, interest-bearing account designated for such purpose (the “Issuers”"Payment Fund"), to the trustee under the Indenture (the “Trustee”) and/or a depositary under the Company Notes Tender Offer, as applicable, funds in an amount equal to (x) the aggregate amount payable in connection with the Company Notes Tender Offer amount (if the Company elects to make the Company Notes Tender Offer pursuant to Section 6.13(d)), and (y) an amount necessary established for the Issuers to redeem all benefit of the Company Notes on the redemption date (after giving effect to any purchases of Company Notes on the Closing Date pursuant to the Company Notes Tender Offer, if applicable)Interestholders, and (ii) with respect to any Company Notes that will remain outstanding after the Closing Date, the Company shall deliver to the Trustee (A) an officer’s certificate stating that, at or after the Closing, the Company shall, or shall have caused the Trustee to, mail or cause to be mailed an irrevocable redemption notice in accordance with the Indenture to pay each holder of the outstanding Company Notes, stating that the Issuers intend to irrevocably call all of the outstanding Company Notes for redemption, on a redemption date no later than thirty (30) days after the Closing (or if such day is not a Business Day, the following Business Day) or as soon as reasonably practicable under the Indenture, and (B) an officer’s certificate of the Issuers and opinion of counsel, in each case in accordance with Section 8.01 of the Indenture, to effect the satisfaction and discharge of the Company Notes Interestholders from the Payment Fund in accordance with the Indenture and (b) Parent shall pay to the agent for the benefit of the lenders under the Credit Agreement an amount necessary to pay off all outstanding loans and other obligations under the Credit Agreement, and terminate all commitments thereunderrespective amounts set forth on Schedule I hereto.

Closing Payments. (i) The Company shall mail a letter of transmittal in Parent’s or its agent’s standard form (the “Letter of Transmittal”) as part of the Information Statement (as defined in Section 7.1(a) hereof) to each Company Stockholder at the address set forth opposite each such Company Stockholder’s name on the Spreadsheet. (ii) At the Closing, (a) (i) Parent shall pay or cause deliver to be paid, its agent an amount of cash and/or Parent Common Stock equal to the Closing Merger Consideration minus the Escrow Amount. Any interest accrued on behalf the Closing Merger Consideration shall belong to Parent. (iii) Upon surrender of the issuers under the Indenture a certificate representing their respective shares of Company Capital Stock (the “IssuersCompany Stock Certificates”) for cancellation to Parent or its agent, together with the Letter of Transmittal and any other instruments that Parent or its agent may reasonably require (the “Exchange Documents”), to the trustee under the Indenture (the “Trustee”) and/or a depositary under the Company Notes Tender Offer, as applicable, funds in an amount equal to (x) the aggregate amount payable in connection with the Company Notes Tender Offer amount (if the Company elects to make the Company Notes Tender Offer pursuant to Section 6.13(d)), duly completed and (y) an amount necessary for the Issuers to redeem all of the Company Notes on the redemption date (after giving effect to any purchases of Company Notes on the Closing Date pursuant to the Company Notes Tender Offer, if applicable), and (ii) with respect to any Company Notes that will remain outstanding after the Closing Date, the Company shall deliver to the Trustee (A) an officer’s certificate stating that, at or after the Closing, the Company shall, or shall have caused the Trustee to, mail or cause to be mailed an irrevocable redemption notice validly executed in accordance with the Indenture to each instructions thereto, the holder of the outstanding such Company NotesStock Certificate shall be entitled to receive from Parent or its agent in exchange therefor, stating that the Issuers intend to irrevocably call all portion of the Closing Merger Consideration into which the shares of Company Capital Stock represented by such Company Stock Certificate have been converted pursuant to Section 2.7 hereof, less the Pro Rata Portion of the Escrow Amount attributable to such shares of Company Capital Stock contributed to the Escrow Agent on such holder’s behalf pursuant to Section 2.9(a) hereof. Upon the surrender of any such Company Stock Certificate, the Company Stock Certificate so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding Company Notes for redemption, on a redemption date no later than thirty (30) days after the Closing (or if such day is not a Business DayEffective Time will be deemed, the following Business Day) or as soon as reasonably practicable under the Indenture, and (B) an officer’s certificate of the Issuers and opinion of counsel, in each case in accordance with Section 8.01 of the Indenturefor all corporate purposes thereafter, to effect evidence only the satisfaction and discharge right to receive the Merger Consideration payable in exchange for shares of the Company Notes in accordance with the Indenture and Capital Stock (bwithout interest) Parent into which such shares of Company Capital Stock shall pay have been converted pursuant to the agent for the benefit of the lenders under the Credit Agreement an amount necessary to pay off all outstanding loans and other obligations under the Credit Agreement, and terminate all commitments thereunderSection 2.7 hereof.

Closing Payments. (a) At the Closing, (a) (i) Parent shall pay Buyer will pay, or will cause Merger Sub to be paidpay, on behalf of the issuers Company, all Estimated Transaction Expenses to such Persons as they are owed by wire transfer of immediately available funds to accounts designated by the Company at least two (2) Business Days prior to the Closing Date. (b) At the Closing, Buyer will pay, or will cause Merger Sub to pay, on behalf of the Company, all amounts required to be paid under the Indenture payoff letters delivered pursuant to Sections 2.02(f) and 2.02(g) in order to discharge (either fully or partially, at Buyer’s sole discretion) the “Issuers”Indebtedness owed to the Persons thereunder, by wire transfer of immediately available funds to the accounts designated in such payoff letters. (c) At or after the Effective Time, upon surrender of Certificates or an affidavit of loss in lieu thereof and compliance with the provisions of Section 1.06(d), each Stockholder will be irrevocably entitled to receive the Closing Stock Payment and the portion of any amount payable under Section 1.07(e), if applicable, with respect to the trustee under shares of Common Stock held by such Stockholder immediately prior to the Indenture Effective Time. Each such Stockholder that makes the deliveries to Buyer required by this Agreement at least two (2) Business Days prior to the “Trustee”) and/or a depositary under the Company Notes Tender OfferClosing Date will be paid his, as applicable, funds in an amount equal to (x) the aggregate amount payable in connection with the Company Notes Tender Offer amount (if the Company elects to make the Company Notes Tender Offer pursuant to Section 6.13(d)), and (y) an amount necessary for the Issuers to redeem all of the Company Notes on the redemption date (after giving effect to any purchases of Company Notes her or its Closing Stock Payment on the Closing Date pursuant Date. Each such Stockholder that makes the deliveries to the Company Notes Tender OfferBuyer required by this Agreement thereafter will be paid his, if applicable), and her or its Closing Stock Payment as soon as possible after delivery thereof is made (ii) with respect to but in any Company Notes that will remain outstanding after the Closing Date, the Company shall deliver to the Trustee (A) an officer’s certificate stating that, at or after the Closing, the Company shall, or shall have caused the Trustee to, mail or cause to be mailed an irrevocable redemption notice in accordance with the Indenture to each holder of the outstanding Company Notes, stating that the Issuers intend to irrevocably call all of the outstanding Company Notes for redemption, on a redemption date event no later than thirty two (302) days Business Days after the Closing date such delivery thereof is made). (d) If any Certificate has been or is claimed to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming that a Certificate has been lost, stolen or destroyed and, if such day is not a Business Dayrequired by ▇▇▇▇▇, the following Business Day) delivery of such indemnity by such Person as is reasonably satisfactory to Buyer, ▇▇▇▇▇ will deliver to such Person in exchange for such lost, stolen or as soon as reasonably practicable under destroyed Certificate or instrument representing shares of Common Stock the Indenture, and (B) an officer’s certificate proper amount of the Issuers and opinion of counselStock Consideration to which they are entitled hereunder, in each case in accordance with Section 8.01 of the Indenture, to effect the satisfaction and discharge of the Company Notes in accordance with the Indenture and (b) Parent shall pay subject to the agent for the benefit of the lenders under the Credit Agreement an amount necessary to pay off all outstanding loans and other obligations under the Credit Agreement, and terminate all commitments thereunderdeliveries required by this Section 1.06.

Closing Payments. (a) At the Closing, (a) (i) Parent shall deliver or cause to be delivered, or pay or cause to be paid, on behalf as applicable: (i) to each Company Common Stockholder holding a Certificate that immediately prior to the Effective Time represented Outstanding Shares, promptly upon receipt by Parent of a completed and duly executed Letter of Transmittal and applicable Certificate, a Parent Stock Certificate, in the name and denomination as set forth in the Merger Consideration Certificate, representing the Merger Consideration; and (ii) to each Company Restricted Stockholder, a Restricted Stock Transition Document. (b) Each of the issuers under Surviving Entity and Parent shall be entitled to deduct and withhold from the Indenture (consideration otherwise payable to any Company Stockholder pursuant to this Article 2 any amounts as the “Issuers”), to the trustee under the Indenture (the “Trustee”) and/or a depositary under the Company Notes Tender OfferSurviving Entity or Parent, as applicablethe case may be, funds in an amount equal is required to (x) deduct and withhold with respect to payment under any provision of federal, state or local income Tax law. If the aggregate amount payable in connection with Surviving Entity or Parent, as the Company Notes Tender Offer amount (if the Company elects to make the Company Notes Tender Offer pursuant to Section 6.13(d))case may be, and (y) an amount necessary so withholds amounts, such amounts shall be treated for the Issuers to redeem all purposes of the Company Notes on the redemption date (after giving effect to any purchases of Company Notes on the Closing Date pursuant this Agreement as having been paid to the Company Notes Tender OfferStockholders in respect of which the Surviving Entity or the Parent, if applicable)as the case may be, and made such deduction or withholding. No interest shall accrue or be paid on the consideration payable to Company Stockholders pursuant to this Article 2 upon the delivery of Certificates. (iic) with respect to any Company Notes that will remain outstanding Parent will, within five (5) Business Days after the 270th day following the Closing Date, the Company shall deliver return to the Trustee Surviving Entity any portion of the consideration remaining to be paid to Company Stockholders pursuant to this Article 2 who have not yet surrendered their Certificates or perfected their rights of appraisal, as the case may be, and any other funds which are to be distributed to Company Stockholders. Any Company Stockholders shall thereafter be entitled to look only to Parent and the Surviving Entity for payment of their claims for the consideration set forth in Sections 2.6, 2.7 and in this Section 2.11, without interest thereon. (Ad) If any Certificate shall have been lost, stolen or destroyed, upon the making of an officer’s certificate stating thataffidavit of that fact by the Person claiming such Certificate to be lost, at stolen or after the Closingdestroyed and, if required by Parent, an indemnity against any claim that may be made against it with respect to such Certificate, the Company shallParent will issue in exchange for such lost, stolen or shall have caused destroyed Certificate the Trustee to, mail consideration otherwise payable pursuant to this Article 2. (e) Any Parent Stock Certificates delivered or cause to be mailed an irrevocable redemption notice in accordance with the Indenture to each holder shares of the outstanding Company Notes, stating that the Issuers intend to irrevocably call all of the outstanding Company Notes for redemption, on a redemption date no later than thirty (30) days after the Closing (or if such day is not a Business Day, the following Business Day) or as soon as reasonably practicable under the Indenture, and (B) an officer’s certificate of the Issuers and opinion of counsel, in each case in accordance with Section 8.01 of the Indenture, to effect the satisfaction and discharge of the Company Notes in accordance with the Indenture and (b) Parent shall pay to the agent Restricted Stock paid for the benefit of the lenders under the Credit Agreement an amount necessary a Company Stockholder that are attributable to a Dissenting Share shall be available to pay off all outstanding loans and other obligations under the Credit Agreement, and terminate all commitments thereunderfair value of such Dissenting Share for which appraisal rights are perfected pursuant to Section 262 of the DGCL.

Closing Payments. At the Closing, (a) (i) On the Closing Date, Parent shall pay or cause to be paiddelivered to each Company Member, on behalf by wire transfer of immediately available funds from the issuers under Trust Account and the Indenture (the “Issuers”)PIPE Investment, to the trustee under the Indenture (the “Trustee”) and/or a depositary under the Company Notes Tender Offer, as applicable, funds in an amount equal to (x) the aggregate amount Allocated Portion of the cash component of the Initial Consideration, payable in connection with the to such Company Notes Tender Offer amount (if the Company elects to make the Company Notes Tender Offer Member pursuant to Section 6.13(d1.7(a)), and (y) an amount necessary for the Issuers to redeem all of the Company Notes on the redemption date (after giving effect to any purchases of Company Notes on the Closing Date pursuant to the Company Notes Tender Offer, if applicable), and . (ii) with respect to any Company Notes that will remain outstanding after On the Closing Date, Parent shall deliver the Company Escrow Cash to the Escrow Agent by wire transfer of immediately available funds, for deposit in the Escrow Fund (which shall be held and distributed in accordance with the terms of Article 7). (iii) On the Closing Date, Parent shall deliver to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ by wire transfer of immediately available funds, an amount equal to the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Indebtedness. (iv) On the Closing Date, Parent shall deliver to the Trustee (A) an officer’s certificate stating that, at or after the Closing, Company the Company shallClosing Transaction Expenses (v) Subject to such Company Member having provided Parent with an executed Accredited Investor Certification in substantially the form of Exhibit I attached hereto (the “Accredited Investor Certification”), dated no earlier than ten (10) days prior to the Closing Date, on the Closing Date, Parent shall deliver to each Company Member certificates (or shall have caused make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by book-entry shares will be issued) representing the Trustee to, mail or cause Allocated Portion of the shares of Parent Common Stock to be mailed an irrevocable redemption notice issued as the stock component of the Initial Consideration to such Company Member pursuant to Section 1.7(a). (vi) On the Closing Date, Parent shall deliver the Escrow Stock to the Escrow Agent, for deposit in the Escrow Fund, which shall be held and distributed in accordance with the Indenture terms of Article 7. (vii) On the Closing Date, Parent shall deliver jointly to each holder ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, by wire transfer of immediately available funds, an amount equal to the Capital Expenditure Reimbursement; provided, that, Parent shall have received a statement, reasonably acceptable to it, showing the amount of such Capital Expenditure Reimbursement, including a description of the outstanding Company Notes, stating that the Issuers intend to irrevocably call all of the outstanding Company Notes for redemption, on a redemption date no later than thirty (30) days after the Closing (uses or if such day is not a Business Day, the following Business Day) or as soon as reasonably practicable under the Indenture, and (B) an officer’s certificate of the Issuers and opinion of counsel, in each case in accordance with Section 8.01 of the Indenture, to effect the satisfaction and discharge of intended uses by the Company Notes in accordance with and the Indenture and Company Subsidiaries of such amounts (b) the “Capital Expenditure Statement”); provided, further, that Parent shall pay have no obligation hereunder to the agent for the benefit reimburse any amounts of the lenders under the Credit Agreement an amount necessary to pay off all outstanding loans and other obligations under the Credit Agreement, and terminate all commitments thereunderCapital Expenditure Reimbursement exceeding Six Hundred Thousand Dollars ($600,000).

Closing Payments. At the Closing, (a) (i) As soon as practicable following the Effective Time, and in no event later than 5:00pm California time on the first (1st) Business Day following the Business Day on which the Effective Time occurs, Parent shall pay or cause to be paid, on behalf of the issuers under the Indenture (the “Issuers”), to the trustee under the Indenture (the “Trustee”) and/or a depositary under the Company Notes Tender Offer, as applicable, funds in deliver an amount equal to (xA) the aggregate amount payable Adjusted Merger Consideration less (B) the Base Escrow Amount, less (C) the Sales Tax Escrow Amount less (D) the Securityholder Representative Expenses Reserve to a paying agent, selected by Parent in connection with its sole discretion, by wire transfer of immediately available funds to an account designated by the paying agent. (ii) Following the Closing Date, Parent or its paying agent shall mail a letter of transmittal in Parent’s standard form (the “Letter of Transmittal”) to each Company Notes Tender Offer amount (if Stockholder, and, to the extent such Company elects Stockholder has not already executed and delivered a Joinder Agreement and Stockholder Waiver to make Parent, a Joinder Agreement and Stockholder Waiver to each Company Stockholder, in each case at the address set forth opposite such Company Notes Tender Offer pursuant to Section 6.13(d)), and (y) an amount necessary for the Issuers to redeem all of the Company Notes on the redemption date (after giving effect to any purchases of Company Notes Stockholder’s name on the Closing Date pursuant Spreadsheet. (iii) Upon surrender of a certificate representing their respective shares of Company Capital Stock (the “Company Stock Certificates”) for cancellation to Parent or its paying agent, together with the Company Notes Tender Offer, if applicableLetter of Transmittal and any other instruments that Parent or its paying agent may reasonably require (the “Exchange Documents”), duly completed and (ii) with respect to any Company Notes that will remain outstanding after the Closing Date, the Company shall deliver to the Trustee (A) an officer’s certificate stating that, at or after the Closing, the Company shall, or shall have caused the Trustee to, mail or cause to be mailed an irrevocable redemption notice validly executed in accordance with the Indenture instructions thereto, the holder of such Company Stock Certificate shall be entitled to receive from Parent’s paying agent in exchange therefor, that portion of the Adjusted Merger Consideration into which the shares of Company Capital Stock represented by such Company Stock Certificate have been converted pursuant to Section 2.7 hereof (determined, solely for purposes of this Section 2.10(b), as if the Adjusted Merger Consideration equaled the Adjusted Merger Consideration less the Base Escrow Amount less the Sales Tax Escrow Amount and less the Securityholder Representative Expenses Reserve). Upon the surrender of any such Company Stock Certificate, the Company Stock Certificate so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the portion of the Adjusted Merger Consideration payable in exchange for shares of Company Capital Stock (without interest) into which such shares of Company Capital Stock shall have been converted pursuant to Section 2.7 hereof. (iv) Promptly following the Effective Time, Parent shall cause the paying agent to deliver the amount provided for in Section 2.7(f) to each holder of the outstanding Company Notes, stating Warrants that the Issuers intend to irrevocably call all of the outstanding Company Notes for redemption, on has executed a redemption date no later than thirty (30) days after the Closing (or if such day is not a Business Day, the following Business Day) or as soon as reasonably practicable under the Indenture, and (B) an officer’s certificate of the Issuers and opinion of counsel, in each case in accordance with Section 8.01 of the Indenture, to effect the satisfaction and discharge of the Company Notes in accordance with the Indenture and (b) Parent shall pay to the agent for the benefit of the lenders under the Credit Agreement an amount necessary to pay off all outstanding loans and other obligations under the Credit Warrant Termination Agreement, and terminate all commitments thereunder.

Closing Payments. At Contemporaneously with the Closingfiling of the Certificate of Merger, (a) (i) Parent Purchaser shall pay or cause to be paidpaid the following amounts by wire transfers of immediately available funds, on behalf of which payments shall not, in the issuers under aggregate, exceed the Indenture Adjusted Total Merger Consideration: (the “Issuers”), a) to each Preferred Stockholder holding a Stock Certificate that immediately prior to the trustee under Effective Time represented Outstanding Preferred Shares and who has delivered to the Indenture (Purchaser a completed and duly executed Letter of Transmittal and such Stock Certificate prior to the “Trustee”) and/or a depositary under the Company Notes Tender OfferClosing, as applicable, funds in an amount equal to the product of (xi) the aggregate amount payable in connection with number of Outstanding Preferred Shares previously represented by such Stock Certificate, multiplied by (ii) the Company Notes Tender Offer amount Preferred Stock Per Share Total Merger Consideration for each such share; (if b) to each Common Stockholder holding a Stock Certificate that immediately prior to the Company elects Effective Time represented Outstanding Common Shares and who has delivered to make the Company Notes Tender Offer pursuant Purchaser a completed and duly executed Letter of Transmittal and such Stock Certificate prior to Section 6.13(d))the Closing, and (y) an amount necessary equal to the product of (i) the number of Outstanding Common Shares previously represented by such Stock Certificate, multiplied by (ii) the Common Stock Per Share Merger Consideration; and (c) to each Optionholder who has delivered to the Purchaser a completed and duly executed Option Surrender Agreement prior to the Closing, an amount equal to the aggregate Option Consideration for the Issuers to redeem all of the Company Notes on the redemption date (after giving effect to any purchases of Company Notes on the Closing Date Outstanding In-the-Money Option Shares surrendered pursuant to the Company Notes Tender Offer, if applicable), and Option Surrender Agreement. Not later than three (ii3) with respect Business Days prior to any Company Notes that will remain outstanding after the Closing DateClosing, the Company shall deliver provide a detailed schedule (inclusive of wire instructions) as to all payments required at Closing under this Section 2.11. In addition to the Trustee (A) an officer’s certificate stating that, at or after Common Stock Per Share Merger Consideration and the ClosingPreferred Stock Per Share Merger Consideration payable under this Section 2.11, the Company shall, or shall have caused the Trustee to, mail or cause to be mailed an irrevocable redemption notice in accordance with the Indenture to each holder holders of the outstanding Company Notes, stating that the Issuers intend Shares and Options may become entitled to irrevocably call all of the outstanding Company Notes for redemption, on a redemption date no later than thirty (30) days after the Closing (or if such day is not a Business Day, the following Business Day) or as soon as reasonably practicable under the Indenture, and (B) an officer’s certificate of the Issuers and opinion of counsel, in each case Additional Per Share Merger Consideration in accordance with Section 8.01 11.12. Any such Additional Per Share Merger Consideration shall be paid by the Escrow Agent to holders of the Indenture, to effect the satisfaction Shares and discharge of the Company Notes Options entitled thereto in accordance with Section 11.12 and the Indenture and (b) Parent shall pay to the agent for the benefit of the lenders under the Credit Agreement an amount necessary to pay off all outstanding loans and other obligations under the Credit Escrow Agreement, and terminate all commitments thereunder.

Closing Payments. At the Closing, (a) (i) Prior to the Effective Time, Parent shall pay enter into an agreement with the Exchange Agent. At the Effective Time, Parent shall deposit or cause to be paid, on behalf of the issuers under the Indenture (the “Issuers”), to the trustee under the Indenture (the “Trustee”) and/or a depositary under the Company Notes Tender Offer, as applicable, funds in an amount equal to (x) the aggregate amount payable in connection deposited with the Company Notes Tender Offer amount Exchange Agent (if i) certificates representing the Company elects number of shares of Parent Common Stock sufficient to make the Company Notes Tender Offer pursuant to Section 6.13(d))deliver, and (y) an amount necessary for Parent shall instruct the Issuers Exchange Agent to redeem all deliver, the Base Aggregate Stock Consideration minus the shares of Parent Common Stock included in the Company Notes on the redemption date (after giving effect to any purchases of Company Notes on the Closing Date pursuant to the Company Notes Tender Offer, if applicable), Escrow Amount and (ii) with respect an amount of cash equal to any Company Notes that will remain outstanding after the Estimated Adjusted Cash Consideration minus the cash portion of the Escrow Amount by wire transfer of immediately available funds. (ii) As soon as practicable following the Closing Date, Parent or the Exchange Agent shall mail the Letter of Transmittal to each Company Securityholder at the address set forth opposite each such Company Securityholder’s name on the Spreadsheet. (iii) Upon surrender of the Company shall deliver Stock Certificates or Company Warrants representing their respective shares of Company Capital Stock for cancellation to Parent or the Trustee (A) an officer’s certificate stating thatExchange Agent, at or after together with the ClosingLetter of Transmittal and the Exchange Documents, the Company shall, or shall have caused the Trustee to, mail or cause to be mailed an irrevocable redemption notice duly completed and validly executed in accordance with the Indenture to each instructions thereto, the holder of such Company Stock Certificate shall be entitled to receive from Parent or its agent in exchange therefor, the outstanding Merger Consideration into which the shares of Company Notes, stating that Capital Stock represented by such Company Stock Certificate or underlying such Company Warrant have been converted pursuant to Section 2.7 less the Issuers intend to irrevocably call all Pro Rata Portion of the Escrow Amount attributable to such shares of Company Capital Stock including shares underlying any Company Warrant, based upon such holder’s Pro Rata Portion of the Escrow Amount contributed with the Escrow Agent on such holder’s behalf pursuant to Section 2.9(a). Upon the surrender of any such Company Stock Certificate, the Company Stock Certificate so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding Company Notes for redemption, on a redemption date no later than thirty (30) days after the Closing Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the Merger Consideration payable in exchange for shares of Company Capital Stock (or if without interest) into which such day is not a Business Day, the following Business Dayshares of Company Capital Stock shall have been converted pursuant to Section 2.7. (iv) or as As soon as reasonably practicable following the determination of the Final Adjusted Cash Consideration pursuant to Section 2.10, if the Final Adjusted Cash Consideration is less than the Estimated Adjusted Cash Consideration (such amount, the “Shortfall Amount”), then Parent and the Stockholder’s Representative shall instruct the Escrow Agent to promptly release the Shortfall Amount from the Escrow Fund. As soon as reasonably practicable following the determination of the Final Adjusted Cash Consideration pursuant to Section 2.10, if the Final Adjusted Cash Consideration is greater than the Estimated Adjusted Cash Consideration (such amount, the “Excess Amount”), then Parent shall deposit an amount of cash equal to the Excess Amount with the Exchange Agent for distribution to the Company Securityholders in accordance with their Pro Rata Portions. (v) Notwithstanding anything in this Agreement to the contrary, to the extent that either (i) the payment of the Excess Amount pursuant to Section 2.9(b)(iv) or (ii) any payment resulting from the Estimated Adjusted Cash Consideration or the Base Aggregate Cash Consideration being in excess of Sixty-Two Million Dollars ($62,000,000) would result (absent this provision) in the cash portion of the Merger Consideration (excluding, for the purposes of this Section 2.9(v), the Escrow Amount and the Deferred Merger Consideration) payable by Parent pursuant to this Agreement comprising more than sixty percent (60%) of the total consideration paid in the Merger (as determined pursuant to Treasury Regulations Section 1.368-1T(e)(2)), Parent shall substitute a sufficient number of shares of Parent Common Stock (valued at the per share closing price as of the date prior to the date hereof) for cash to satisfy its obligations under Sections 2.9(b)(iv) and any payment resulting from the IndentureEstimated Adjusted Cash Consideration or the Base Adjusted Cash Consideration being in excess of Sixty-Two Million Dollars ($62,000,000)) as applicable. (vi) From and after the Effective Time, and Parent shall be permitted to instruct the Exchange Agent to pay any holder of Company Options not exercised prior to the Effective Time the Merger Consideration into which the shares of Company Capital Stock underlying such Company Options could have been converted as of immediately prior to the Effective Time had such Company Option been exercised (such amount, the “Option Consideration”) less (A) the exercise price of such Company Options, less (B) an officer’s certificate the Pro Rata Portion of the Issuers and opinion Escrow Amount attributable to such shares of counselCompany Capital Stock, in each case in accordance with Section 8.01 based on such holder’s Pro Rata Portion of the Indenture, Escrow Amount contributed with the Escrow Agent on such holder’s behalf pursuant to effect Section 2.9(a). The Option Consideration of a Company Option less the satisfaction and discharge exercise price of such Company Option is referred to herein as the “Optionholder’s Portion of the Merger Consideration”. If any Company Notes Option expires prior to the end of the Escrow Period without having been exercised, then the Optionholder’s Portion of the Merger Consideration with respect to their Company Options outstanding and unexercised as of immediately prior to the Effective Time shall be distributed to the Company Stockholders by the Exchange Agent at the end of the Escrow Period in accordance with the Indenture and (b) Parent shall pay to the agent for the benefit of the lenders under the Credit Agreement an amount necessary to pay off all outstanding loans and other obligations under the Credit Agreement, and terminate all commitments thereunderdistribution procedures set forth in Section 8.7(b).

Closing Payments. (a) At the Closing, (a) (i) Parent shall pay or cause to be paidpay, on behalf of the issuers under Company, to the Indenture holders of Company Debt (the “IssuersDebt Payoff Recipients”), to the trustee under the Indenture (the “Trustee”) and/or a depositary under the Company Notes Tender Offerby wire transfer of immediately available funds, as applicable, funds in an amount equal to (x) the aggregate amount payable in connection with the Company Notes Tender Offer amount (if the Company elects to make the Company Notes Tender Offer pursuant to Section 6.13(d)), and (y) an amount necessary for the Issuers to redeem all that portion of the Company Debt owing to such Debt Payoff Recipients in accordance with the applicable Debt Payoff Letter. (b) At the Closing, Parent shall cause to be deposited with JPMorgan Chase Bank, N.A. (the “Paying Agent”), for the benefit of the Company Stockholders, holders of Convertible Notes and holders of Company Warrants, cash in an amount sufficient to make payment of the aggregate Closing Date Cash Merger Consideration for such Persons as set forth on the redemption date Spreadsheet. (after giving effect to any purchases of Company Notes on the Closing Date pursuant to the Company Notes Tender Offer, if applicable), and (iic) with respect to any Company Notes that will remain outstanding As soon as reasonably practicable after the Closing Date, but no later than two Business Days following the Closing Date, Paying Agent shall pay, with respect to each Company Stockholder who shall deliver have delivered to the Trustee Paying Agent, on or prior to the Closing Date a completed letter of transmittal in a form reasonably acceptable to the Parent and Company (A“Letter of Transmittal”) an officer’s certificate stating that, at or after (which Letter of Transmittal the Closing, the Company shallParent shall mail, or shall have caused the Trustee toe-mail, mail or cause to be mailed an irrevocable redemption notice in accordance with the Indenture or e-mailed to each holder Company Stockholder on the Closing Date, together with instructions for use in effecting the surrender of the outstanding Company NotesStockholder’s Capital Stock in exchange for the Closing Date Per Share Merger Consideration), stating that an amount equal to the Issuers intend to irrevocably call all product (A) of the outstanding number of shares of Capital Stock held by such Company Notes for redemption, on a redemption date no later than thirty (30) days after the Closing (or if such day is not a Business Day, the following Business Day) or as soon as reasonably practicable under the Indenture, Stockholder and (B) an officerthe Closing Date Per Share Merger Consideration, which amount shall be payable by wire transfer of immediately available funds on the Closing Date to the account designated in such Company Stockholder’s certificate Letter of Transmittal. The Parties understand and agree that the Issuers and opinion of counsel, in each case in accordance with Section 8.01 of the Indenture, foregoing shall not apply to effect the satisfaction and discharge of the Company Notes Common Stock subject to a Vesting Agreement, which Company Common Stock shall be canceled and converted into the right to receive the amounts as set forth in accordance with and subject to such Vesting Agreement. (d) At the Indenture and (b) Closing, Parent shall pay to the agent Company, for the benefit of and for payment to each holder of an Cashed Out Company Option, by wire transfer of immediately available funds to one or more accounts designated by the Company to Parent at least two (2) Business Days prior to the Closing Date, the aggregate amount of all Option Cancellation Payments, less any amounts withheld for payment into the Escrow Account and Representative Expense Fund. Promptly (but in no event later than five (5) Business Days) following the Closing, Parent shall, with respect to each holder of a Cashed Out Company Option who shall have delivered to the Company on or prior to the Closing Date a completed Option Surrender Form in the form attached hereto as Exhibit I relating to such Company Optionholder’s Cashed Out Company Options (which Option Surrender Form the Company shall have mailed or delivered to each Company Optionholder no less than three (3) Business Days prior to the Closing Date, together with instructions for use in effecting the surrender of the Company Optionholder’s Cashed Out Company Options in exchange for the applicable Option Cancellation Payment), cause the Surviving Corporation to pay to such Company Optionholder, in accordance with its normal payroll practices and in consideration of the cancellation of each Cashed Out Company held by such Company Optionholder immediately prior to the Effective Time, the applicable Option Cancellation Payment, without interest thereon. (e) As soon as reasonably practicable after the Closing Date, but no later than two Business Days following the Closing Date, Paying Agent shall pay to each holder of a Company Warrant who shall have delivered to the Company on a prior to the Closing Date a completed Warrant Cancellation Agreement, by wire transfer of immediately available funds to one or more accounts designated by the Company to Parent at least two (2) Business Days prior to the Closing Date, a portion of the Closing Date Merger Consideration payable to such holder of the Company Warrant pursuant to Section 3.3(c). (f) At the Closing, Parent shall pay to each holder of a Convertible Note who shall have delivered to the Company on or prior to the Closing Date a completed Note Cancellation Agreement, by wire transfer of immediately available funds to one or more accounts designated by the Company to Parent at least two (2) Business Days prior to the Closing Date, the amounts payable to such holder of Convertible Notes pursuant to Section 3.3(d). (g) At the Closing, Parent shall pay, or cause the Company to pay, by wire transfer of immediately available funds, the portion of the Estimated Company Transaction Expenses Amount to the applicable recipients thereof as set forth on the Estimated Closing Statement and in accordance with the applicable payoff letter, invoice or other written evidence delivered in accordance with the applicable Company Transaction Expenses Payoff Letter. (h) At the Closing, Parent shall deliver, or cause to be delivered, to the Escrow Agent, by wire transfer of immediately available funds, the Escrow Amount for the Escrow Agent to hold in an account (the “Escrow Account”) and disburse solely in accordance with the terms of an escrow agreement to be executed at the Closing by Parent, the Escrow Agent and the Representative in the form attached hereto as Exhibit E (the “Escrow Agreement”), it being understood that each Company Securityholder’s Pro Rata Share of the Escrow Amount shall be withheld from the Closing Date Merger Consideration otherwise payable to such Company Securityholder pursuant to this Agreement.. Any remaining amounts of the Escrow Amount held in the Escrow Account shall be paid to the Company Securityholders in accordance with their respective Pro Rata Share in accordance with the terms of the Escrow Agreement and this Agreement. Cash contributed to the Escrow Account shall, to the maximum extent possible, be vested cash not subject to any repurchase rights or other restrictions. (i) At the Closing, Parent shall deposit, or cause to be deposited, by wire transfer of immediately available funds to an account designated in writing by the Representative at least two (2) Business Days prior to the Closing Date, the Representative Holdback Amount with the Representative (such deposit, the “Representative Expense Fund”), it being understood that each Company Securityholder’s Pro Rata Share of the Representative Holdback Amount shall be withheld from the Closing Date Merger Consideration otherwise payable to such Company Securityholder pursuant to this Agreement. The Representative Holdback Amount will be used: (i) to pay costs, fees and expenses incurred by or for the benefit of the lenders Company Securityholders on or after the Closing Date and (ii) as otherwise determined by the Advisory Group and shall be paid or distributed at the direction of the Representative. (j) Any remaining cash unclaimed by holders of shares of Capital Stock as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. (k) Notwithstanding anything to the contrary contained herein, the Surviving Corporation shall be entitled to deduct and withhold (or cause to be deducted or withheld) from the applicable portion of the Final Merger Consideration otherwise payable pursuant to this Agreement, such amount as the Surviving Corporation is required to deduct and withhold with respect to such payment under the Credit Agreement an amount necessary to pay off all outstanding loans and Code or any other obligations under the Credit Agreementapplicable Law, and terminate if any such amounts are deducted and withheld, Parent shall, or shall cause the Surviving Corporation to, as the case may be, timely pay such amounts to the appropriate Governmental Authority. To the extent that amounts are so withheld and paid over, such withheld amounts shall be treated for all commitments thereunderpurposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

Closing Payments. (i) At the Closing, (a) (i) Parent shall pay or cause the Indebtedness Payoff Amount to be paidASSA ABLOY, on behalf of the issuers under the Indenture (the “Issuers”), to the trustee under the Indenture (the “Trustee”) and/or a depositary under the Company Notes Tender Offer, as applicable, funds AB in an amount equal to (x) the aggregate amount payable in connection accordance with the Company Notes Tender Offer amount (if the Company elects to make the Company Notes Tender Offer pursuant to Section 6.13(d)), and (y) an amount necessary for the Issuers to redeem all of the Company Notes on the redemption date (after giving effect to any purchases of Company Notes on the Closing Date pursuant to the Company Notes Tender Offer, if applicable), and Payoff Letter. (ii) with respect Promptly after the Closing (but in no event later than December 31, 2009), Parent shall issue, in full satisfaction of the Company’s obligations under the Company’s Management Incentive Plan to any Company Notes issue shares thereunder, 88,652 shares of Parent Common Stock, subject to Parent’s receipt of a written representation and warranty from the Person entitled to receive such shares that will remain outstanding after he is an Accredited Investor. (iii) As soon as practicable following the Closing Date, Parent or its agent shall mail a letter of transmittal substantially in the form attached hereto as Exhibit F (the “Letter of Transmittal”) to each Company shall deliver Stockholder at the address set forth opposite each such Company Stockholder’s name on the Spreadsheet. (iv) Upon surrender of a certificate representing their respective shares of Company Capital Stock (the “Company Stock Certificates”) for cancellation to Parent or its agent, together with the Trustee Letter of Transmittal and any other instruments that Parent or its agent may reasonably require (A) an officer’s certificate stating thatthe “Exchange Documents”), at or after the Closing, the Company shall, or shall have caused the Trustee to, mail or cause to be mailed an irrevocable redemption notice duly completed and validly executed in accordance with the Indenture to each instructions thereto, the holder of such Company Stock Certificate shall be entitled to receive from Parent or its agent in exchange therefor, the outstanding Merger Consideration, if any, into which the shares of Company NotesCapital Stock represented by such Company Stock Certificate have been converted pursuant to Section 2.7, stating that less the Issuers intend to irrevocably call all Pro Rata Portion of the Escrow Deposit attributable to such shares of Company Capital Stock, based upon such holder’s Pro Rata Portion of the Escrow Deposit contributed with the Escrow Agent on such holder’s behalf pursuant to Section 2.9(a), if any. Upon the surrender of any such Company Stock Certificate, the Company Stock Certificate so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding Company Notes for redemption, on a redemption date no later than thirty (30) days after the Closing (or if such day is not a Business DayEffective Time will be deemed, the following Business Day) or as soon as reasonably practicable under the Indenture, and (B) an officer’s certificate of the Issuers and opinion of counsel, in each case in accordance with Section 8.01 of the Indenturefor all corporate purposes thereafter, to effect evidence only the satisfaction and discharge right to receive the Merger Consideration, if any, payable in exchange for shares of the Company Notes in accordance with the Indenture and Capital Stock (bwithout interest) Parent into which such shares of Company Capital Stock shall pay have been converted pursuant to the agent for the benefit of the lenders under the Credit Agreement an amount necessary to pay off all outstanding loans and other obligations under the Credit Agreement, and terminate all commitments thereunderSection 2.7.

Closing Payments. At the Closing, (a) (i) Parent shall pay or cause to be paid, on behalf of the issuers under the Indenture (the “Issuers”), to the trustee under the Indenture (the “Trustee”) and/or a depositary under the Company Notes Tender Offer, as applicable, funds in an amount equal to (x) the aggregate amount payable in connection with the Company Notes Tender Offer amount (if the Company elects to make the Company Notes Tender Offer pursuant to Section 6.13(d)), and (y) an amount necessary for the Issuers to redeem all of the Company Notes on the redemption date (after giving effect to any purchases of Company Notes on the Closing Date pursuant to the Company Notes Tender Offer, if applicable), and (ii) with respect to any Company Notes that will remain outstanding after Promptly following the Closing Date, Parent shall mail a letter of transmittal in Parent’s standard form (the “Letter of Transmittal”) to each Effective Time Company shall deliver Stockholder at the address set forth opposite each such Effective Time Company Stockholder’s name on the Spreadsheet. (ii) Upon surrender of a certificate representing their respective shares of Company Capital Stock (the “Company Stock Certificates”) for cancellation to Parent, together with the Trustee (A) an officer’s certificate stating that, at or after the ClosingLetter of Transmittal, the Company shallVolume Restriction Agreement and any other instruments that Parent may reasonably require (the “Exchange Documents”), or shall have caused the Trustee to, mail or cause to be mailed an irrevocable redemption notice duly completed and validly executed in accordance with the Indenture instructions thereto, the holder of such Company Stock Certificate shall be entitled to receive from Parent in exchange therefor, that portion of the Initial Merger Consideration into which the shares of Company Capital Stock represented by such Company Stock Certificate have been converted pursuant to Section 2.7 hereof, minus such holder’s Escrow Pro Rata Portion. Upon the surrender of any such Company Stock Certificate, the Company Stock Certificate so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the merger consideration payable in exchange for shares of Company Capital Stock (without interest) into which such shares of Company Capital Stock shall have been converted pursuant to Section 2.7 hereof. (iii) Upon execution and delivery of the Volume Restriction Agreement, each holder of the outstanding Company NotesOptions shall be entitled to receive from Parent in exchange therefor, stating that the Issuers intend to irrevocably call all of the outstanding Company Notes for redemption, on a redemption date no later than thirty (30) days after the Closing (his or if her Net Option Consideration minus such day is not a Business Day, the following Business Day) or as soon as reasonably practicable under the Indenture, and (B) an officerholder’s certificate of the Issuers and opinion of counsel, in each case in accordance with Section 8.01 of the Indenture, to effect the satisfaction and discharge of the Company Notes in accordance with the Indenture and (b) Parent shall pay to the agent for the benefit of the lenders under the Credit Agreement an amount necessary to pay off all outstanding loans and other obligations under the Credit Agreement, and terminate all commitments thereunderEscrow Contribution.

Closing Payments. (a) Prior to Closing, the Company shall cause the agent for the lenders under the Debt Agreements to prepare and deliver to the Company a “payoff letter” or similar document (collectively, the “Payoff Letters”) specifying the aggregate amount of the Company’s monetary obligations (including principal, accrued interest, fees and expenses) that will be outstanding as of (and after giving effect to) the Closing under the Debt Agreements (the “Debt Repayment Amount”). At the Closing, (a) Buyer shall (i) Parent shall pay or the Debt Repayment Amount in the manner provided in the Payoff Letters and (ii) cause to be paid, all of the outstanding letters of credit issued on behalf of the issuers under Company to be fully cash collateralized or shall furnish such letters of credit or other substitute credit support arrangements as the Indenture beneficiaries of such letters of credit may reasonably request. (the “Issuers”), b) At least two Business Days prior to the trustee under the Indenture (the “Trustee”) and/or a depositary under the Company Notes Tender Offer, as applicable, funds in an amount equal to (x) the aggregate amount payable in connection with the Company Notes Tender Offer amount (if the Company elects to make the Company Notes Tender Offer pursuant to Section 6.13(d)), and (y) an amount necessary for the Issuers to redeem all of the Company Notes on the redemption date (after giving effect to any purchases of Company Notes on the Closing Date pursuant to the Company Notes Tender Offer, if applicable), and (ii) with respect to any Company Notes that will remain outstanding after the Closing DateClosing, the Company shall deliver to Buyer a certificate (the Trustee “Merger Consideration Certificate”) duly certified by the Company’s chief financial officer, as accurately setting forth: (i) the names of each Unitholder of the Company immediately prior to the Effective Time, the number and class of Units held by each such Unitholder, and the aggregate Per Unit Merger Consideration payable to such Unitholder pursuant to Section 3.1(b) in respect of such Units; and (ii) the manner in which Per Unit Merger Consideration has been calculated (including supporting calculations presented in reasonable detail together with any applicable underlying documentation reasonably requested by Buyer) for the determination of each of (A) the Aggregate Merger Consideration, (B) the Unreturned Class A Priority Amount, (C) the Unreturned Class B Priority Amount and (D) the Per Unit Residual Merger Consideration. The Class A Unitholder and the Class B Unitholders shall have the right to review and comment on the Merger Consideration Certificate prior to its delivery by the Company to Buyer. Buyer and the Company shall work together in good faith prior to the Closing in order to correct any manifest error that may appear on the face of the Merger Consideration Certificate. If there are any changes between the date of delivery of the Merger Consideration Certificate and the Closing in respect of items that are to be determined as of or immediately prior to the Effective Time, the Company shall deliver to Buyer at the Closing an officer’s certificate stating that, at or after updated Merger Consideration Certificate that reflects any such changes. At the Closing, the Company Buyer shall, or shall have caused cause the Trustee Surviving Company to, mail or cause to be mailed an irrevocable redemption notice in accordance with the Indenture remit to each holder Unitholder identified in the Merger Consideration Certificate the amount identified therein as payable to such Unitholder pursuant to Section 3.1(b) in respect of the outstanding Company Notessuch Unitholder’s Units, stating that the Issuers intend to irrevocably call all which amounts shall be payable by wire transfer of the outstanding Company Notes for redemption, immediately available funds on a redemption date no later than thirty (30) days after the Closing Date to the account designated for such Unitholder in the Merger Consideration Certificate (or if such day an account is not a Business Daydesignated for such Unitholder in the Merger Consideration Certificate, by check). Buyer shall be entitled to rely on the Merger Consideration Certificate for remittance amounts and instructions, it being understood that the aggregate amount to be remitted to Unitholders by Buyer pursuant to the Merger Consideration Certificate shall in no event exceed the Aggregate Merger Consideration. Parent, Buyer and the Surviving Company shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Units such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign Tax Law or under any other applicable Law. To the extent such amounts are so deducted or withheld, the following Business Day) or amount of such consideration shall be treated for all purposes under this Agreement as soon as reasonably practicable under the Indenture, and (B) an officer’s certificate of the Issuers and opinion of counsel, in each case in accordance with Section 8.01 of the Indenture, to effect the satisfaction and discharge of the Company Notes in accordance with the Indenture and (b) Parent shall pay having been paid to the agent for the benefit of the lenders under the Credit Agreement an amount necessary Person to pay off all outstanding loans and other obligations under the Credit Agreement, and terminate all commitments thereunderwhom such consideration would otherwise have been paid.