Common use of Deliveries at the Closing Clause in Contracts

Deliveries at the Closing. At the Closing: (i) the Seller shall deliver to the Purchaser the various certificates, instruments, and documents referred to in Section 9(a) below; (ii) each Seller shall deliver to the Purchaser a certificate (each a “Certificate”) evidencing the Seller Shares hereby sold by the Seller, endorsed in blank or accompanied by duly executed assignment documents and including a Medallion Guarantee or other form of signature guarantee acceptable to the Purchaser.

Deliveries at the Closing. At the Closing: , (i) the Seller shall Sellers will deliver to the Purchaser Buyer the various certificates, instruments, and documents referred to in Section 9(a§8(b) below; , (ii) each Seller shall the Buyer will deliver to the Purchaser a certificate (each a “Certificate”Sellers the various certificates, instruments, and documents referred to in §8(c) evidencing the Seller Shares hereby sold by the Seller, endorsed in blank or accompanied by duly executed assignment documents and including a Medallion Guarantee or other form of signature guarantee acceptable to the Purchaserbelow.

Deliveries at the Closing. At the Closing: , (i) the Seller shall will deliver to the Purchaser Buyer the various certificates, instruments, and documents referred to in Section 9(a7(a) below; , and (ii) each Seller shall the Buyer will deliver to the Purchaser a certificate (each a “Certificate”Sellers the Purchase Price and the various certificates, instruments, and documents referred to in Section 7(b) evidencing below. All of the Seller Shares hereby sold by the Seller, endorsed in blank or accompanied by duly executed assignment documents foregoing deliveries will be deemed to be made simultaneously and including a Medallion Guarantee or other form of signature guarantee acceptable to the Purchasernone shall be deemed completed until all have been completed.

Deliveries at the Closing. At the Closing: , (i) the Seller shall will deliver to the Purchaser Buyer (or cause its Affiliates to deliver to Buyer) the various certificates, instruments, and documents referred to in Section 9(a5(a) below; (ii) each Seller shall Buyer will deliver to Seller the Purchaser a certificate various certificates, instruments, and documents referred to in Section 5(b) below; and (each a “Certificate”iii) evidencing Buyer will deliver to Seller the Seller Shares hereby sold by consideration specified in Section 2(c)(i) above. The Parties also acknowledge the Seller, endorsed obligations and matters set forth in blank or accompanied by duly executed assignment documents and including a Medallion Guarantee or other form Section 7 of signature guarantee acceptable to the Purchaserthis Agreement.

Deliveries at the Closing. At the Closing: , (i) the Seller shall will deliver to the Purchaser Buyer the various certificates, instruments, and documents referred to in Section 9(a) below; this Agreement, (ii) each Seller shall Buyer will deliver to Seller the Purchaser a certificate various certificates, instruments, and documents referred to in this Agreement, (each a “Certificate”iii) evidencing Buyer will deliver to Seller the Seller Shares hereby sold by the Seller, endorsed consideration specified in blank or accompanied by duly executed assignment documents and including a Medallion Guarantee or other form of signature guarantee acceptable to the Purchaser§2(b) above.

Deliveries at the Closing. At the Closing: , (i) the Seller shall will deliver to the Purchaser Buyer the various certificates, instruments, and documents referred to in Section 9(a5(a) below, (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b) below; and (iiiii) each Seller shall the Buyer will deliver to the Purchaser a certificate (each a “Certificate”Seller the consideration specified in section l(d) evidencing the Seller Shares hereby sold by the Seller, endorsed in blank or accompanied by duly executed assignment documents and including a Medallion Guarantee or other form of signature guarantee acceptable to the Purchaserabove.

Deliveries at the Closing. At the Closing: , (i) the Seller Sellers shall deliver to the Purchaser Buyer the various certificates, instruments, and documents referred to in Section 9(a§6(a) below; and (ii) each Seller Sellers shall execute, acknowledge (if appropriate), and deliver to the Purchaser a certificate Buyer (each a “Certificate”A) evidencing the Seller Shares hereby sold by the Sellerassignments (including intellectual property transfer documents) and (B) such other instruments of sale, endorsed in blank or accompanied by duly executed transfer, conveyance, and assignment documents as Buyer and including a Medallion Guarantee or other form of signature guarantee acceptable to the Purchaserits counsel may reasonably request.

Deliveries at the Closing. At the Closing: (i) the Seller shall will deliver to the Purchaser Buyer the various certificates, instruments, and documents referred to in Section 9(ass.6(a) below; (ii) each Seller shall the Buyer will deliver to the Purchaser a certificate (each a “Certificate”) evidencing Seller the Seller Shares hereby sold by the Seller, endorsed in blank or accompanied by duly executed assignment documents and including a Medallion Guarantee or other form of signature guarantee acceptable to the Purchaser.various certificates,

Deliveries at the Closing. At the Closing: , (i) the Seller shall will deliver to the Purchaser Buyer (or cause its Affiliates to deliver to Buyer) the various certificates, instruments, and documents referred to in Section 9(a7(a) below; (ii) each Seller shall the Buyer will deliver to Seller the Purchaser a certificate various certificates, instruments, and documents referred to in Section 7(b) below; and (each a “Certificate”iii); the Buyer will deliver to Seller and/or the Escrow Agent the consideration specified in Section 2(c) evidencing the Seller Shares hereby sold by the Seller, endorsed in blank or accompanied by duly executed assignment documents and including a Medallion Guarantee or other form of signature guarantee acceptable to the Purchaserabove.

Deliveries at the Closing. At the Closing: , (i) the Seller shall Sellers and BST will deliver to the Purchaser Buyer the various certificates, instruments, and documents referred to in Section 9(a6(a) below; and (ii) each Seller shall the Buyer will deliver to the Purchaser a certificate (each a “Certificate”Sellers the various certificates, instruments and documents referred to in Section 6(b) evidencing the Seller Shares hereby sold by the Seller, endorsed in blank or accompanied by duly executed assignment documents and including a Medallion Guarantee or other form of signature guarantee acceptable to the Purchaserbelow.

Deliveries at the Closing. At the Closing: , (i) the Seller shall deliver ------------------------- to the Purchaser the various certificates, instruments, instruments and documents referred to in Section 9(a) 8.1 below; , (ii) each Seller Purchaser shall deliver to Seller the various certificates, instruments and documents referred to in Section 8.2, and (iii) Purchaser a certificate (each a “Certificate”shall deliver to Seller the consideration specified in Section 2.2(A) evidencing the Seller Shares hereby sold by the Seller, endorsed in blank or accompanied by duly executed assignment documents and including a Medallion Guarantee or other form of signature guarantee acceptable to the Purchaserthis Agreement.

Deliveries at the Closing. At the Closing: , (i) the Seller shall will deliver to the Purchaser Buyer the various certificates, instruments, and documents referred to in Section 9(a6(a) below; (ii) each Seller shall Buyer will deliver to the Purchaser a certificate Seller the various certificates, instruments, and documents referred to in Section 6(b) below; and (each a “Certificate”iii) evidencing the Seller Shares hereby sold by the Sellerwill execute, endorsed in blank or accompanied by duly executed assignment documents acknowledge (if appropriate), and including a Medallion Guarantee or other form of signature guarantee acceptable deliver to the PurchaserBuyer an assignment of the Membership Interests.

Deliveries at the Closing. At the Closing: , (i) the Seller shall Sellers will deliver to the Purchaser Buyer the various certificates, instruments, and documents referred to in Section 9(aParagraph 2(a) below; , (ii) each Seller shall the Buyer will deliver to the Purchaser a certificate Sellers the various certificates, instruments, and documents referred to in Paragraph 2(b) below, and (each a “Certificate”iii) evidencing the Seller Shares hereby sold by Sellers will deliver to the SellerBuyer stock certificates representing all of Sellers' Shares, endorsed in blank or accompanied by duly executed assignment documents and including a Medallion Guarantee or other form of signature guarantee acceptable to the Purchaserdocuments.

Deliveries at the Closing. At the Closing: , (i) the Seller shall Sellers will deliver to the Purchaser Buyer the various certificates, instruments, and documents referred to in Section 9(a8.1 below to document and to transfer title to all of the Purchased Assets from the applicable Seller(s) below; to Buyer, and (ii) each Seller shall Buyer will deliver to Sellers, as appropriate, the Purchaser a certificate (each a “Certificate”) evidencing various certificates, instruments, and documents referred to in Section 8.2 below and the Seller Shares hereby sold by the Seller, endorsed consideration specified in blank or accompanied by duly executed assignment documents and including a Medallion Guarantee or other form of signature guarantee acceptable to the PurchaserSection 4.1 above.

Deliveries at the Closing. At the Closing: , (i) the Seller shall will deliver to the Purchaser Buyer the various certificates, instruments, and documents referred to in be delivered by Seller pursuant to Section 9(a4(a) below; , (ii) each Seller shall Buyer will deliver to Seller the Purchaser a certificate (each a “Certificate”) evidencing the Seller Shares hereby sold various certificates, instruments, and documents to be delivered by the Seller, endorsed in blank or accompanied by duly executed assignment documents and including a Medallion Guarantee or other form of signature guarantee acceptable to the Purchaser.Buyer pursuant to

Deliveries at the Closing. At the Closing: , (i) the Seller shall will deliver to the Purchaser Buyer the various certificates, instruments, and documents referred to in Section 9(a5(a) below; hereof, (ii) each Seller shall the Buyer will deliver to the Purchaser a certificate (each a “Certificate”Seller the Purchase Price and the various certificates, instruments, and documents referred to in Section 5(b) evidencing the Seller Shares hereby sold by the Seller, endorsed in blank or accompanied by duly executed assignment documents and including a Medallion Guarantee or other form of signature guarantee acceptable to the Purchaserhereof.

Deliveries at the Closing. At the Closing: , (i) the Seller shall Buyer will deliver to the Purchaser Sellers the various certificates, instruments, instruments and documents referred to in Section 9(a8(a) below; , (ii) each Seller shall the Sellers will deliver to the Purchaser a certificate (each a “Certificate”Buyer the various instruments and documents referred to in Section 8(b) evidencing the Seller Shares hereby sold by the Seller, endorsed in blank or accompanied by duly executed assignment documents and including a Medallion Guarantee or other form of signature guarantee acceptable to the Purchaserbelow.

Deliveries at the Closing. At the Closing: , (i) the Seller shall will deliver to the Purchaser Buyer the various certificates, instruments, instruments and documents referred to in Section 9(a) below; 7.1(a), and (ii) each Seller shall the Buyer will deliver to the Purchaser a certificate (each a “Certificate”) evidencing Seller the Seller Shares hereby sold by the Seller, endorsed in blank or accompanied by duly executed assignment certificates documents and including a Medallion Guarantee or other form of signature guarantee acceptable payment referred to the Purchaserin Section 7.2(a).

Deliveries at the Closing. At the Closing: , (i) the Seller Sellers shall deliver to the Purchaser Buyer the various certificates, instruments, and documents referred to in Section 9(a) below; 7(d), and (ii) each Seller Buyer shall deliver to the Purchaser a certificate (each a “Certificate”) evidencing Sellers the Seller Shares hereby sold by the Sellervarious certificates, endorsed instruments, and documents referred to in blank or accompanied by duly executed assignment documents and including a Medallion Guarantee or other form of signature guarantee acceptable to the PurchaserSection 7(c).

Deliveries at the Closing. At the Closing: , (i) the Seller shall Buyer will deliver to the Purchaser Seller the various certificates, instruments, and documents referred to in Section 9(aSECTION 5(A) below; and (ii) each the Seller shall will deliver to the Purchaser a certificate (each a “Certificate”Buyer the various certificates, instruments, and documents referred to in SECTION 5(B) evidencing the Seller Shares hereby sold by the Seller, endorsed in blank or accompanied by duly executed assignment documents and including a Medallion Guarantee or other form of signature guarantee acceptable to the Purchaserbelow.

Deliveries at the Closing. At the Closing: , (i) the Seller shall ------------------------- deliver to the Purchaser the various certificates, instruments, instruments and documents referred to in Section 9(a) 8.1 below; , (ii) each Seller Purchaser shall deliver to Seller the various certificates, instruments and documents referred to in Section 8.2, and (iii) Purchaser a certificate (each a “Certificate”shall deliver to Seller the consideration specified in Section 2.2(A) evidencing the Seller Shares hereby sold by the Seller, endorsed in blank or accompanied by duly executed assignment documents and including a Medallion Guarantee or other form of signature guarantee acceptable to the Purchaserthis Agreement.

Deliveries at the Closing. At the Closing: , (i) the Seller shall will deliver to the Purchaser Buyer the various certificates, instruments, and documents referred to in Section 9(a7(a) below; , (ii) each Seller shall the Buyer will deliver to the Purchaser a certificate Seller the various certificates, instruments, and documents referred to in Section 7(b) below, and (each a “Certificate”iii) evidencing the Buyer will deliver to Seller Shares hereby sold by the Seller, endorsed consideration specified in blank or accompanied by duly executed assignment documents and including a Medallion Guarantee or other form of signature guarantee acceptable to the PurchaserSection 2(b) above.

Deliveries at the Closing. (1) At the Closing: , (i) the Seller shall Sellers will deliver to the Purchaser Buyers the various certificates, instruments, and documents referred to in Section 9(a7(a) below; , and (ii) each Seller shall the Buyers will deliver to the Purchaser a certificate (each a “Certificate”Sellers the various certificates, instruments, and documents referred to in Section 7(b) evidencing the Seller Shares hereby sold by the Seller, endorsed in blank or accompanied by duly executed assignment documents and including a Medallion Guarantee or other form of signature guarantee acceptable to the Purchaserbelow.

Deliveries at the Closing. At the Closing: , (i) the Seller shall will deliver to the Purchaser Buyer the various certificates, instruments, and documents referred to in Section 9(a5(a) below; (ii) each Seller shall Buyer will deliver to Seller the Purchaser a certificate various certificates, instruments, and documents referred to in Section 5(b) below; and (each a “Certificate”iii) evidencing Buyer will deliver to Seller the Seller Shares hereby sold by the Seller, endorsed consideration specified in blank or accompanied by duly executed assignment documents and including a Medallion Guarantee or other form of signature guarantee acceptable to the PurchaserSection 2(c)(i) above.

Deliveries at the Closing. At the Closing: , (i) the Seller shall Sellers will deliver to the Purchaser Buyer the various certificates, instruments, and documents referred to in Section 9(a) Paragraph 7.1 below; , (ii) each Seller shall the Buyer will deliver to the Purchaser a certificate (each a “Certificate”) evidencing Sellers the Seller Shares hereby sold by the Sellervarious certificates, endorsed instruments, and documents referred to in blank or accompanied by duly executed assignment documents and including a Medallion Guarantee or other form of signature guarantee acceptable to the Purchaser.Paragraph 7.2 below,

Deliveries at the Closing. At the Closing: (i) the Seller shall deliver to the Purchaser Buyer the various certificates, instruments, and documents referred to in Section 9(a) below; 8(a), and (ii) each Seller the Buyer shall deliver to the Purchaser a certificate (each a “Certificate”) evidencing Seller the Seller Shares hereby sold by the Sellervarious certificates, endorsed instruments, and documents referred to in blank or accompanied by duly executed assignment documents and including a Medallion Guarantee or other form of signature guarantee acceptable to the PurchaserSection 8(b).

Deliveries at the Closing. At the Closing: (i) the Seller Sellers shall deliver to the Purchaser the various certificates, instruments, and documents referred to in Section 9(a10(a) below; (ii) each Seller the Purchaser shall deliver the Purchase Price; and (iii) the Sellers shall deliver to the Purchaser a certificate (each a “Certificate”) or certificates evidencing the Seller Shares hereby sold by the SellerSellers' Shares, endorsed in blank or accompanied by duly executed assignment documents and including a Medallion Guarantee or other form of signature guarantee transfer document acceptable to the PurchaserCompany's transfer agent.

Deliveries at the Closing. At the Closing: , (i) the Seller shall Sellers will deliver to the Purchaser Buyer the various certificates, instruments, and documents referred to in Section 9(a§6(a) below; , (ii) each Seller shall the Buyer will deliver to the Purchaser a certificate Sellers the various certificates, instruments, and documents referred to in §6(b) below, and (iii) the Buyer will wire to each a “Certificate”of the Sellers in accordance with attached Appendix I the consideration specified in §2(b) evidencing the Seller Shares hereby sold by the Seller, endorsed in blank or accompanied by duly executed assignment documents and including a Medallion Guarantee or other form of signature guarantee acceptable to the Purchaserabove.

Deliveries at the Closing. At the Closing: , (i) the Seller shall will deliver to the Purchaser Buyer the certificates representing all of the Company Shares and the various certificates, instruments, and documents referred to in Section 9(a) below; 7(a), (ii) each Seller shall the Buyer will deliver to the Purchaser a certificate Seller the various certificates, instruments, and documents referred to in Section 7(b), and (each a “Certificate”iii) evidencing the Buyer will deliver to the Seller Shares hereby sold by the Seller, endorsed consideration specified in blank or accompanied by duly executed assignment documents and including a Medallion Guarantee or other form of signature guarantee acceptable to the PurchaserSection 2(c).