Common use of Transactions at Closing Clause in Contracts

Transactions at Closing. At the Closing, in addition to any other instruments or documents referred to herein: (a) The Sellers shall deliver to the Buyer, free and clear of any lien, claim or encumbrance, certificates representing all of the Stock, duly endorsed in blank or with duly executed stock powers attached. (b) The Buyer shall deliver the Initial Purchase Price to the Sellers in the respective amounts set forth on Schedule 1 by certified or bank check or by wire transfer. (c) The Sellers shall deliver to the Buyer pay-off letters stating the amounts payable on the Closing Date to discharge all of the Discharged Indebtedness of the Companies (each such amount, a "Pay-off Amount"), and containing agreements satisfactory to the Buyer on the part of the relevant lender or creditor to discharge any lien on any property of any of the Companies upon such lender's or creditor's receipt of the Pay-Off Amount specified in the applicable pay-off letter. (d) The Buyer and each of Saff▇▇ ▇▇▇ Schu▇▇▇▇▇▇ ▇▇▇ll execute and deliver Employment and Non-Competition Agreements substantially in the form of Exhibits A-1 and A-2 attached hereto, respectively (the "Employment Agreements"). (e) The Sellers shall deliver the Sellers' Closing Certificate referred to in Section 7.13. (f) The "Exchange", as defined in the Exchange Agreement, shall be completed by delivery of such certificates representing the stock of Atrium as may be required to be exchanged pursuant to the terms thereof for the VBS Exchanged Shares, the BNE Exchanged Shares and the FCI Stock, each as defined in the Exchange Agreement.

Transactions at Closing. At the Closing, in addition to the delivery of any other instruments or documents referred to herein: (a) The Sellers the FCI Holders shall deliver to the BuyerAtrium, free and clear of any lien, claim or encumbrance, certificates representing all of the FCI Stock, duly endorsed in blank or with duly executed stock powers attached.; (b) The Buyer the Bish▇▇ ▇▇▇ders shall deliver to Atrium, free and clear of any lien, claim or encumbrance, certificates representing the Initial Purchase Price VBS Exchanged Shares and the BNE Exchanged Shares, duly endorsed in blank or with duly executed stock powers attached; (c) Atrium shall deliver certificates representing all of the Atrium Exchange Shares, other than the Escrowed Shares (as defined in Section 2.2(e) below), to the Sellers in the respective amounts Holders as set forth on Schedule 1 by certified or bank check or by wire transfer. (c) The Sellers shall deliver to the Buyer pay-off letters stating the amounts payable on the Closing Date to discharge all of the Discharged Indebtedness of the Companies (each such amount, a "Pay-off Amount"), and containing agreements satisfactory to the Buyer on the part of the relevant lender or creditor to discharge any lien on any property of any of the Companies upon such lender's or creditor's receipt of the Pay-Off Amount specified in the applicable pay-off letter.hereto; 4 (d) The Buyer and each of SaffFojt▇▇▇▇ ▇▇▇ Schuthe Bish▇▇ ▇▇▇ders shall complete the "Closing" under and as defined the Purchase Agreement; (e) each of Atrium, Fojt▇▇▇▇, ▇▇e Bish▇▇ ▇▇▇ders and Bing▇▇▇, ▇▇▇▇ & ▇oul▇ ▇▇▇, in its capacity as Escrow Agent (the "Escrow Agent") shall execute and deliver the Buy-Sell Agreement substantially in the form of Exhibit B hereto (the "Buy-Sell Agreement") pursuant to which the Atrium Exchange Shares to be issued to the Bish▇▇ ▇▇▇ders hereunder (the "Escrowed Shares") are to be held in escrow by the Escrow Agent to secure certain of the Bish▇▇ ▇▇▇ders' potential indemnification obligations to Fojt▇▇▇▇ ▇▇▇er the Purchase Agreement; (f) Atrium shall deliver certificates representing all of the Escrowed Shares to the Escrow Agent pursuant to and in accordance with the Buy- Sell Agreement, and each of the Bish▇▇ ▇▇▇ders shall deliver stock powers, duly executed in blank, in respect of the Escrowed Shares owned by such Bish▇▇ ▇▇▇der to the Escrow Agent under and pursuant to the Buy-Sell Agreement; (g) Atrium shall contribute the VBS Exchanged Shares and the BNE Exchanged Shares to FCI, FCI shall contribute the VBS Exchanged Shares and the BNE Exchanged Shares to Fojt▇▇▇▇, ▇▇jt▇▇▇▇ ▇▇▇ll execute and deliver Employment and Non-Competition Agreements substantially in the form of Exhibits A-1 and A-2 attached hereto, respectively (the "Employment Agreements"). (e) The Sellers shall deliver the Sellers' Closing Certificate referred to in Section 7.13. (f) The "Exchange", as defined in the Exchange Agreement, shall be completed by delivery of such certificates representing the stock of Atrium as may be required to be exchanged pursuant to the terms thereof for the VBS Exchanged Shares, contribute the BNE Exchanged Shares and the FCI StockBNE Purchased Shares to VBS, and VBS shall contribute the BNE Exchanged Shares and the BNE Purchased Shares to BMC; (h) each as defined of the Holders shall execute and deliver the Atrium Corporation Stockholder Agreement in the form of Exhibit C hereto (the "Stockholder Agreement"); (i) Atrium and each of the Holders shall execute and deliver a Registration Rights Agreement in the form of Exhibit D hereto (the "Registration Rights Agreement"); (j) Atrium, FCI and Heritage shall execute and deliver an Amendment to the Securities Purchase Agreement dated as of July 3, 1995, originally entered into between FCI and Heritage, and Atrium, FCI and each of the FCI Holders (other than Heritage) shall execute and deliver Amendments to the Stock Exchange AgreementAgreements dated as of July 3, 1995 originally entered into between FCI and each of such FCI Holders, in each case substantially identical to the originals of such agreements other than for the substitution of Atrium and Atrium Stock in place of FCI and FCI Stock (collectively, the "FCI Equity Amendment Documents"); (k) upon cancellation of their respective Original Stock Options, Atrium shall execute and issue to each of the optionees set forth on Schedule 2 hereto the New Options; and (l) Atrium shall execute and deliver to Heritage the New Warrant.

Transactions at Closing. At the Closing, provided that all of the conditions precedent in Sections 8 and 9 have been fulfilled or waived by the Buyer or the Sellers, as the case may be, and in addition to any other instruments or documents referred to herein: (a) The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Sellers shall deliver to the BuyerBuyer or its designee, free and clear of any lien, claim or encumbrance, certificates representing all of the issued and outstanding shares of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Stock held by such persons, duly endorsed in blank or with duly executed stock powers attached. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall deliver to the Buyer or its designee, free and clear of any lien, claim or encumbrance, certificates representing the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Stock, duly endorsed in blank or with duly executed stock powers attached. The BBI Sellers shall deliver to the Buyer or its designee, free and clear of any lien, claim or encumbrance, all of the issued and outstanding shares of the BBI Stock, duly endorsed in blank or with duly executed stock powers attached. (b) The Buyer shall, on behalf of the Sellers, deliver the Escrowed Funds to the Escrow Agent referred to in Section 1.2 hereof, and disburse the following amounts at the direction of the Sellers in payment of the remainder of that portion of the Purchase Price that is to be paid at the Closing: (i) The Buyer shall (i) repay the amount of the Company Indebtedness outstanding as of, or accruable up to, the Closing Date, including all principal and any accrued and unpaid interest thereon and any repayment penalties or premium associated with such repayment, provided that as a condition precedent to such payment the Buyer has received pay-off letters or other evidence of the amounts necessary to discharge all obligations of the Company under the Loan Agreement, in form reasonably satisfactory to the Buyer, no later than three business days prior to the Closing Date, and (ii) pay to Deloitte & Touche LLP, the Sellers' accountants, ▇▇▇▇▇ & ▇▇▇▇▇, the Sellers' counsel (other than ▇▇▇▇▇▇ ▇▇▇▇▇), ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LTD., counsel to ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Abogados, the Company's counsel, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ Capital (the "Broker"), and any other third parties to whom the Company or the Sellers have any obligation with respect to the transactions contemplated hereby, (ii) The Buyer shall deliver $100 to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ by certified or bank check as the purchase price for the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Stock; and (iii) The Buyer shall deliver that portion of the Purchase Price for the Stock (the "Cash Purchase Price") that remains after the Buyer pays the Escrowed Funds to the Escrow Agent and makes the payments specified in paragraphs (i) and (ii) above and the Initial Purchase Price Adjustments (as defined in Section 3.2) have been applied, to the Sellers (or such persons as they may have designated in writing to the respective amounts set forth on Schedule 1 Buyer prior to the Closing) by certified or bank check or by wire transfertransfer of immediately available funds, with the portion of such Cash Purchase Price payable to each Seller determined based on the percentage ownership, whether direct or indirect, of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Stock attributable to such Seller indicated on Schedule 1. (c) The If requested by the Buyer not less than three (3) days prior to the Closing, the Sellers shall deliver to the Buyer pay-off letters stating and lien discharges (or agreements therefor) from any other person to whom the amounts payable on the Closing Date to discharge all of the Discharged Company or any Subsidiary owes any Indebtedness of the Companies (each such amount, a "Pay-off Amount"as defined in Section 11), and containing agreements satisfactory to the Buyer on the part of the relevant lender or creditor to discharge any lien on any property of any of the Companies upon such lender's or creditor's receipt of the Pay-Off Amount specified in the applicable pay-off letter. . (d) The Buyer and each of Saff▇▇ ▇▇▇ Schu▇▇▇▇▇▇ ▇▇▇ll the Sellers listed on Schedule 2.2(d) hereto shall execute and deliver Employment and a Non-Competition Agreements substantially in the form of Exhibits A-1 and A-2 attached hereto, respectively Agreement (the "Employment Agreements"). (e) The Sellers shall deliver the Sellers' Closing Certificate referred to in Section 7.13. (f) The "Exchange", as defined in the Exchange Agreement, shall be completed by delivery of such certificates representing the stock of Atrium as may be required to be exchanged pursuant to the terms thereof for the VBS Exchanged Shares, the BNE Exchanged Shares and the FCI Stock, each as defined in the Exchange AgreementSection 8.8).

Transactions at Closing. At the Closing, in addition to the delivery of any other instruments or documents referred to hereinherein or in the Merger Agreement: (a) The Sellers Certain of the Klearfold Management Investors, together with other persons, all of whom are listed and specifically identified on Schedule 1B -------- -- hereto, shall deliver to Holding certificates representing the Buyer, shares of capital stock of Holding held by such persons free and clear of any lienLien other than Liens in favor of Holding; Holding shall deliver the promissory notes in the aggregate amount of $35,000 payable to it made by each of the persons listed on Schedule 1B hereto; and such shares of -------- -- capital stock and such promissory notes shall be exchanged and canceled; (b) Heritage shall deliver to Holding free and clear of any Lien, claim or encumbrancethe Old Warrant, marked canceled, and certificates representing all the shares of the Stockcapital stock of Holding referred to in Sections 1(a)(i) - 1(a)(iii) above, duly endorsed in blank or with duly executed stock powers attached. (b) The Buyer shall deliver the Initial Purchase Price to the Sellers in the respective amounts set forth on Schedule 1 by certified or bank check or by wire transfer.; (c) The Sellers each of the Klearfold ▇▇▇▇▇▇ Investors shall deliver to the Buyer pay-off letters stating the amounts payable on the Closing Date to discharge all of the Discharged Indebtedness of the Companies (each such amountHolding, a "Pay-off Amount"), free and containing agreements satisfactory to the Buyer on the part of the relevant lender or creditor to discharge any lien on any property clear of any Lien, certificates representing the shares of the Companies upon such lender's Holding stock referred to in Sections 1(b)(i) - 1(b)(iii) above, duly endorsed in blank or creditor's receipt of the Pay-Off Amount specified in the applicable pay-off letter.with duly executed stock powers attached; (d) The Buyer and each of Saff▇▇ ▇▇▇ Schu▇the AGI Rollover Investors shall deliver to Holding, free and clear of any Lien, certificates representing any shares of AGI Stock delivered pursuant to Section 1(c), duly endorsed in blank and with duly executed stock powers attached, and in addition thereto, ▇▇▇▇▇ ▇▇▇ll execute ▇▇▇▇▇ and deliver Employment ▇▇▇▇▇ Block shall pay to the Escrow Agent under and Non-Competition Agreements substantially as defined in the form Merger Agreement and the Escrow Agreement described therein, an amount in each case equal to the Holdback Amount (as defined in Section 1.3(a) of Exhibits A-1 the Merger Agreement) multiplied by the number of AGI Shares contributed by such AGI Investor pursuant to this Section 2.2(d), such amount to be held as part of the Escrow Amount pursuant to Section 1.3(a) of the Merger Agreement and A-2 attached hereto, respectively (the "Employment Agreements").Escrow Agreement; (e) The Sellers each of Heritage, the Klearfold Management Investors, and the AGI Investors shall deliver pay to Holding the Sellers' Closing Certificate referred to cash investments described in Section 7.13.1 above; (f) the Restated Certificate of Incorporation of Holding, in the form attached hereto as Exhibit A, or in such other form as shall have been approved ------- - in writing by the Majority Heritage Holders, the Majority Klearfold Management Holders and the Majority AGI Holders on or prior to the Closing Date (the "Charter Amendment"), shall be filed with the Secretary of State of the State of ------- --------- Delaware; (g) Holding shall deliver to each of Heritage, the Klearfold Management Investors and the AGI Investors certificates representing all of the shares of Series A Common Stock, in the amounts set forth opposite each such Investor's name in Schedule 4 hereto; -------- - (h) Holding shall enter into agreements with each of the Klearfold Employee Investors, together with the other Klearfold employees listed and specifically identified on Schedule 1C hereto (collectively, the "Klearfold -------- -- --------- Optionees") and the Klearfold ▇▇▇▇▇▇ Investors, providing for each of the --------- Klearfold Optionees to receive incentive stock option agreements for the number of shares of Series A Common Stock set forth opposite such Klearfold Optionee's name on Schedule 1C hereto, such shares to be provided by the -------- -- Klearfold ▇▇▇▇▇▇ Investors, on the terms referred to in such Schedule 1C and/or -------- -- on such other terms as shall be reasonably satisfactory to the Klearfold ▇▇▇▇▇▇ Investors and the Klearfold Optionees and the Board of Directors of Holding as constituted pursuant to Section 2.2(i) below; (i) Each of the Investors shall execute and deliver to Holding the Stockholder Agreement in the form attached hereto as Exhibit B (the "Stockholder ------- - ----------- Agreement"), and the Boards of Directors of Holding, each of its Subsidiaries --------- and AGI as the Surviving Corporation under the Merger Agreement shall be constituted as set forth in Section 3.1(a) of the Stockholder Agreement; (j) Holding, Heritage, and each of the Klearfold ▇▇▇▇▇▇ Investors shall execute and deliver the Termination Agreement in the form attached hereto as Exhibit C, pursuant to which each of (i) that certain Investment Agreement dated ------- - as of May 15, 1996, and (ii) the Stockholders' Agreement of Holding dated as of June 7, 1996 (the "Existing Stockholders' Agreement"), shall be terminated with -------- ------------ --------- effect from the Closing Date; Holding and each of the Klearfold Optionees shall execute and deliver a Termination Agreement in the form attached hereto as Exhibit D, pursuant to which the Stock Restriction Agreements of Holding dated ------- - as of June 7, 1996, shall be terminated with effect from the Closing Date; and each of the stockholders of Holding prior to the Closing Date and certain other Affiliates of Holding prior to the Closing Date shall execute and deliver a Release similar in substance to Article 1 of the General Release and Agreement in Contemplation of Merger to be delivered pursuant to Section 7.12 of the Merger Agreement, and otherwise reasonably satisfactory to Holding and the releasing parties thereunder; (k) Each of the Investors listed on Schedule 5 hereto shall execute and -------- - deliver to Holding an Employment, Non-Competition and Stock Repurchase Agreement in the form referred to in Schedule 5 hereto, with such modifications thereto as -------- - Holding and such Investor shall mutually agree; (l) Each of the Klearfold Optionees shall execute and deliver to Holding an Agreement relating to Employment and Stock Ownership in form and substance as mutually agreed upon by Holding and such Klearfold Optionee; (m) The By-Laws of Holding shall be amended and restated in the form attached hereto as Exhibit E, and the By-Laws of Klearfold and each of its ------- - domestic Subsidiaries shall be amended and restated to conform in form and substance with the Amended and Restated By-Laws of Holding as set forth in Exhibit E hereto; ------- - (n) Holding shall adopt an Equity Incentive Plan providing for the issuance of up to ten percent (10%) of the fully-diluted common stock equity of the Company, which shall be in form and substance satisfactory to the Majority Heritage Holders, the Majority Klearfold Management Holders and the Majority AGI Holders; and (o) immediately following completion of the Closing hereunder, Holding, Acquisition, AGI and the "ExchangeParticipating Stockholders" referred to in the Merger Agreement shall complete the ", Closing" under and as defined in the Exchange AgreementMerger Agreement in accordance with the terms and provisions thereof, pursuant to which, among other things, all of the shares of AGI Stock contributed to Holding hereunder shall be completed by delivery of such certificates representing the stock of Atrium as may be required to be exchanged pursuant to the terms thereof for the VBS Exchanged Shares, the BNE Exchanged Shares and the FCI Stock, each as defined in the Exchange Agreementcanceled.

Transactions at Closing. At the Closing, in addition to any other instruments or documents referred to herein: (a) The Sellers Buyer shall deliver the Closing Cash Purchase Price as follows: (i) the Escrowed Funds to the Buyer, free and clear of any lien, claim or encumbrance, certificates representing all Escrow Agent; (ii) [reserved]; (iii) on behalf of the StockCompanies, duly endorsed the amount payable to each Person who is owed a portion of the Transaction Expenses, as specified in blank or with duly executed stock powers attachedthe Transaction Expenses Payoff Instructions; (iv) the Shareholder Representative Expense Fund to the Shareholder Representative; (v) the remainder of the Closing Cash Purchase Price (after payment of the foregoing items in Sections 2.3(a)(i) through (iv)) to the Companies by wire transfer to the accounts designated by the Companies (in such ratios as requested by the Companies in writing) at least two Business Days prior to the Closing. (b) The Buyer Parent shall deliver issue, at the Initial direction of the Companies, as set forth in Section 2.1 hereof, to the Shareholders, the Closing Stock Purchase Price to the Sellers in the respective amounts as set forth on on, and in accordance with, Schedule 1 by certified or bank check or by wire transfer2.1. (c) The Sellers Companies and the Shareholders, as applicable shall execute and deliver to the Buyer pay-off letters stating or its assigns (a) a ▇▇▇▇ of sale, which shall be substantially in the amounts payable on form of Exhibit B (the Closing Date to discharge all “▇▇▇▇ of Sale”), (b) an assignment of service marks, which shall be substantially in the Discharged Indebtedness form of Exhibit C (the Companies “Assignment of Marks”), (each such amountc) an assignment of domain names, which shall be in a "Pay-off Amount"form mutually agreed upon by the parties (the “Assignment of Domain Names”), (d) an assignment and assumption agreement, which shall be substantially in the form of Exhibit D (the “Assignment and Assumption Agreement”), and containing agreements (e) such other endorsements, assignments and other good and sufficient instruments of sale, transfer and conveyance, in form and substance reasonably satisfactory to the Buyer on and the part Companies, as shall be effective to vest in the Buyer or its assigns all of such Companies or Shareholders’, as the relevant lender or creditor to discharge any lien on any property of any case may be, right and title to, and interest in, the Purchased Assets in conformity with the representations and warranties of the Companies upon such lender's herein. Subject to the terms and conditions hereof, at the Closing, the Purchased Assets shall be transferred or creditor's receipt otherwise conveyed to the Buyer free and clear of the Pay-Off Amount specified in the applicable pay-off letterall liabilities, obligations and Encumbrances of any nature whatsoever other than Assumed Liabilities. (d) The Buyer and each Each of Saff▇▇ ▇▇▇ Schu▇▇▇▇▇▇ ▇▇▇ll the parties hereto shall execute and deliver Employment and Non-Competition Agreements substantially in each of the form of Exhibits A-1 and A-2 attached hereto, respectively (the "Employment Agreements"). (e) The Sellers shall deliver the Sellers' Closing Certificate referred to in Section 7.13. (f) The "Exchange", as defined in the Exchange Agreement, shall be completed by delivery of such certificates representing the stock of Atrium as may be agreements required to be exchanged signed by such party pursuant to the terms thereof for the VBS Exchanged Shares, the BNE Exchanged Shares Sections 8 and the FCI Stock, each as defined in the Exchange Agreement9 hereof.

Transactions at Closing. At the Closing, in addition to any other instruments or documents referred to herein: (a) The Sellers Seller shall duly execute and deliver to the BuyerBuyer or its nominee or nominees such deeds, free and clear bills of any lien, claim or encumbrancesale, certificates representing of title, lien discharge instruments (with respect to Mortgage Liens, as described in Section 5.9 below) and other instruments of assignment or transfer with respect to the Acquired Assets as the Buyer may reasonably request and as may be necessary to vest in the Buyer good record and marketable title to all of the StockAcquired Assets, duly endorsed in blank or with duly executed stock powers attachedeach case subject to no Encumbrance (as defined in Section 5.9 hereof) except for the Encumbrances specified in Schedule 4.2(a) hereto (the "Permitted Encumbrances"). (b) The Buyer shall deliver the Initial Purchase Price to the Sellers in Seller DM 7,599,000 (the respective amounts set forth on Schedule 1 by certified or bank check or "Closing Payment") by wire transfertransfer thereof in immediately available funds to an account designated by the Seller; and shall deliver to the Holders the Loan Payoff Amounts by wire transfer thereof in immediately available funds to an account designated by the Holders. (c) The Sellers Seller shall deliver to the Buyer pay-off letters stating the amounts payable on the Closing Date to discharge all written consents of each of the Discharged Indebtedness Contract Obligees to the assignment by Seller to Buyer of all Transferred Agreements as follows: (i) at Closing, with respect to all Transferred Agreements with customers, suppliers or vendors of the Companies Purchased Business whose purchases or supplies amount to ten percent (each such amount, a "Pay-off Amount"), and containing agreements satisfactory to the Buyer on the part 10%) or more of the relevant lender products and sales, or creditor to discharge any lien on any property of any raw materials and purchases, respectively, of the Companies upon such lender's Purchased Business; (ii) at Closing or creditor's receipt of the Pay-Off Amount specified in the applicable pay-off letterwithin 30 days thereafter, written consents with respect to all other Transferred Agreements. (d) The Buyer shall duly execute and each deliver to the Seller such instruments of Saff▇▇ assumption with respect to the Assumed Obligations as the Seller may reasonably request. (e) The Seller shall deliver (i) a certificate confirming that it has not changed its partnership name from ▇▇▇ Schu▇▇▇▇▇▇▇▇▇ ▇▇▇ll execute KG and deliver Employment that it has not adopted and Non-Competition Agreements substantially in has no plans to adopt as its partnership name any of the form Trade Names, and (ii) an instrument of Exhibits A-1 and A-2 attached hereto, respectively (assignment transferring the "Employment Agreements"). (e) The Sellers shall deliver Trade Names to the Sellers' Closing Certificate referred to in Section 7.13Buyer. (f) The "Exchange", as defined in the Exchange Agreement, Seller shall be completed by delivery of such certificates representing the stock of Atrium as may be required to be exchanged pursuant liable for and pay all income, sales, value-added, capital gain, stamp or negotiable instrument, transfer, real estate property and/or gains, and other national, federal, state and local taxes attributable to, arising from, or relating to the terms thereof for sale and transfer of the VBS Exchanged Shares, the BNE Exchanged Shares and the FCI Stock, each as defined in the Exchange AgreementAcquired Assets to Buyer.

Transactions at Closing. At the Closing, in addition the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any other instruments or document delivered until all such transactions have been completed and all required documents referred to hereindelivered: 4.2.1 The Seller shall sell, transfer, convey, assign and deliver the Assets to the Purchaser, including a master copy of each of the Product Lines (ain both source code and object code form) and third party software used in connection therewith. 4.2.2 The Sellers Purchaser shall cause the transfer of the Cash Payment by wire transfer to an account designated by Seller, or by banker's check or such other form of payment as is mutually agreed. 4.2.3 The Purchaser shall deliver to Insci an unexecuted form of resolutions of the Purchaser's Board of Directors issuing the Shares to Insci, attached hereto as Exhibit C, together with an unexecuted form of notice of issuance of the Shares to the Israel Registrar of Companies, attached hereto as Exhibit C1, the registration of the Shares in the name of Insci in the share transfer register of the Purchaser 4.2.4 The Purchaser and Insci shall execute the Pledges, in the forms attached hereto as Exhibits D1 and D2. 4.2.5 The Purchaser and Insci shall execute the Share Repurchase Agreement , in the form attached hereto as Exhibit E. 4.2.6 The Seller, Lognet and Insci shall deliver to the Buyer, free and clear of any lien, claim or encumbrance, certificates representing all purchaser duly executed copies of the Stock, duly endorsed in blank or with duly executed stock powers attached. (b) The Buyer shall deliver the Initial Purchase Price to the Sellers in the respective amounts set forth on Schedule 1 by certified or bank check or by wire transfer. (c) The Sellers shall deliver to the Buyer payLetter of Undertaking regarding Non-off letters stating the amounts payable on the Closing Date to discharge all of the Discharged Indebtedness of the Companies (each such amount, a "Pay-off Amount"), and containing agreements satisfactory to the Buyer on the part of the relevant lender or creditor to discharge any lien on any property of any of the Companies upon such lender's or creditor's receipt of the Pay-Off Amount specified in the applicable pay-off letter. (d) The Buyer and each of Saff▇▇ ▇▇▇ Schu▇▇▇▇▇▇ ▇▇▇ll execute and deliver Employment Competition and Non-Competition Agreements substantially Solicitation of Employees in the form of attached hereto as Exhibits A-1 and A-2 attached hereto, respectively (the "Employment Agreements"). (e) The Sellers shall deliver the Sellers' Closing Certificate referred to in Section 7.13. (f) The "Exchange", as defined in the Exchange Agreement, shall be completed by delivery of such certificates representing the stock of Atrium as may be required to be exchanged pursuant to the terms thereof for the VBS Exchanged Shares, the BNE Exchanged Shares and the FCI Stock, each as defined in the Exchange Agreement.G.

Transactions at Closing. At the Closing, in addition the following transactions and actions shall be taken, and all such transactions and actions shall be deemed to any other take place simultaneously, and no transaction or action shall be deemed to have been completed or taken and no document or instrument shall be deemed delivered, until all such transactions and actions have been completed and taken and all required documents and instruments or delivered. The Company shall deliver to the Investor the following documents referred to hereinand instruments: (a) The Sellers shall deliver to a certificate, signed by the Buyer, free Chief Executive Officer and clear of any lien, claim or encumbrance, certificates representing all Chief Financial Officer of the StockCompany, duly endorsed certifying that the conditions specified in blank or with duly executed stock powers attached.Section 0 have been fulfilled as of the Closing, it being understood that such Investor may rely on such certificate as though it were a representation and warranty of the Company made herein; (b) The Buyer the Company shall execute and deliver the Initial Purchase Price to the Sellers in Investor the respective amounts set forth on Schedule 1 by certified or bank check or by wire transfer.Registration Rights Agreement; (c) The Sellers the Company shall deliver to such Investor a certificate, signed by the Buyer pay-off letters stating the amounts payable on the Closing Date to discharge all Secretary or an Assistant Secretary of the Discharged Indebtedness Company, attaching (i) the memorandum of association and articles of association of the Companies Company, (each such amount, a "Pay-off Amount")ii) resolutions passed by its Board of Directors to authorize the transactions contemplated hereby and by the other Transaction Documents and (iii) the Shareholder Approval and other resolutions passed by the shareholders of the Company, and containing agreements satisfactory to the Buyer on the part certifying that such documents are true and complete copies of the relevant lender originals and that such resolutions have not been amended or creditor to discharge any lien superseded, it being understood that such Investor may rely on any property of any such certificate as a representation and warranty of the Companies upon such lender's or creditor's receipt of the Pay-Off Amount specified in the applicable pay-off letter.Company made herein; (d) The Buyer and each Indemnification Agreements executed by the company in favor of Saff▇▇ ▇▇▇ Schu▇▇▇▇▇▇ ▇▇▇ll execute and deliver Employment and Non-Competition Agreements substantially in the form of Exhibits A-1 and A-2 attached hereto, respectively (the "Employment Agreements").Investor Members; (e) The Sellers Investor shall deliver to the Sellers' Closing Certificate referred Company a copy of wiring instructions to in Section 7.13.its bank for the payment of the Purchase Price for the Acquired Shares being purchased by it, to the Company; and (f) The "Exchange", as defined in Company shall deliver the Exchange Agreement, shall be completed by delivery of such certificates representing the stock of Atrium as may be required to be exchanged pursuant Transfer Agent Instruction Letter to the terms thereof for the VBS Exchanged Shares, the BNE Exchanged Shares and the FCI Stock, each as defined in the Exchange AgreementCompany’s transfer agent.

Transactions at Closing. At the Closing, in addition to any other instruments or documents referred to hereinClosing of the purchase and sale of the Acquired Assets: (a) The Sellers Seller shall duly execute and deliver to the BuyerBuyer or its nominee or nominees such deeds, free and clear bills of any lien, claim or encumbrancesale, certificates representing of title and other instruments of assignment or transfer with respect to the Acquired Assets as the Buyer may reasonably request and as may be necessary to vest in the Buyer good record and marketable title to all of the StockAcquired Assets, duly endorsed in blank or with duly executed stock powers attachedeach case subject to no Encumbrances (as defined in Section 6.4 below), including but not limited to a Bill of Sale in substantially the form of Exhibit A here▇▇. (b) The Seller and the Buyer shall duly execute and deliver to each other an Assignment Agreement in the Initial Purchase Price form of Exhibit B hereto with respect to the Sellers in the respective amounts set forth on Schedule 1 by certified or bank check or by wire transferAcquired Assets. (c) The Sellers Buyer shall deliver to the Buyer pay-off letters stating Seller a stock certificate evidencing the amounts payable on the Closing Date to discharge all of the Discharged Indebtedness of the Companies (each such amount, a "Pay-off Amount"), and containing agreements satisfactory to the Buyer on the part of the relevant lender or creditor to discharge any lien on any property of any of the Companies upon such lender's or creditor's receipt of the Pay-Off Amount specified in the applicable pay-off letterPurchase Price Shares. (d) The Buyer Each of Ted Patrick ("Patrick") and each of SaffMarten Quadland ("Quadland") ▇▇▇▇▇ ▇▇▇▇r i▇▇▇ Schu▇ ▇ne-year ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ll execute eem▇▇▇ ▇▇▇▇ the Buyer satisfactory to the Buyer and deliver Employment to Patrick or Quadland, as applicable. Such employment agre▇▇▇▇▇▇ shall specify a minimum salary of $125,000 plus incentive options consistent with employees at a similar level, and Nonshall contain non-Competition Agreements substantially in compete provisions acceptable to the form of Exhibits A-1 and A-2 attached hereto, respectively (the "Employment Agreements")Buyer. (e) The Sellers Crom Carmichael and the Buyer shall execute and deliver a non-▇▇▇▇▇▇▇ ▇greement in substantially the Sellers' Closing Certificate referred to in Section 7.13form of Exhibit C hereto. (f) Terry Johnson and the Buyer shall execute and deliver a ▇▇▇-▇▇▇▇▇▇▇ ▇greement in substantially the form of Exhibit C hereto and a consulting agreement in substantially the form of Exhibit D hereto. (g) Each member of the Seller shall execute and deliver a non-compete, waiver and release agreement satisfactory to the Buyer. (h) The "Exchange"Seller shall execute and deliver the Certificate of Expenses pursuant to Section 13. (i) The Seller shall deliver to the Buyer a favorable opinion from Greenberg Traurig, LLP, counsel to the Seller, addressed ▇▇ ▇▇▇ ▇u▇▇▇, ▇▇ted as defined of the Closing Date, and in form and substance set forth on Exhibit E hereto. (j) Each other party to any Contract with the Exchange AgreementSeller under which the transactions contemplated by this Agreement (i) would constitute a default giving rise to a claim for damages or injunctive relief which could materially adversely affect any of the Acquired Assets or the Business carried on with any of the Acquired Assets, (ii) would accelerate obligations, or (iii) would permit cancellation of such contract, shall be completed by delivery of have given such certificates representing consent at no expense to the stock of Atrium Buyer and in form and substance satisfactory to the Buyer, as may be required necessary to be exchanged pursuant to permit the terms thereof for consummation of the VBS Exchanged Shares, the BNE Exchanged Shares and the FCI Stock, each as defined transactions contemplated by this Agreement without default or acceleration under or cancellation of such Contract. (k) The Seller shall deliver a certificate from its manager in the Exchange form of Exhibit F hereto as to (i) the Seller's Certificate of Formation, (ii) the Seller's Limited Liability Company Agreement, (iii) the authority of any person executing documents on behalf of the Seller and (iv) the consent of the Seller's members.

Transactions at Closing. (a) At the Closing, in addition the Seller will deliver or cause to any other instruments or documents referred be delivered to hereinthe Buyer the following: (ai) The Sellers shall deliver to the Buyerstock certificates, free evidencing all, and clear of any liennot less than all, claim or encumbrance, certificates representing all of the StockAcquired Shares, in each case duly endorsed in blank or with accompanied by stock powers duly executed in blank, and with all required stock powers attachedtransfer tax stamps affixed; (ii) the minute books and stock transfer books of EMG and the Subsidiary; (iii) one or more receipts acknowledging receipt of the Preliminary Purchase Price; (iv) each of the certificates and other documents required to be delivered at the Closing pursuant to Section 7.2 hereof; and (v) access to and possession of all assets of EMG and the Subsidiary and all books and records of EMG and the Subsidiary, including an accurate listing of the purchase order backlog of EMG. (b) The At the Closing, the Buyer shall will deliver the Initial Purchase Price or cause to be delivered to the Sellers Seller the following: (i) the Preliminary Purchase Price, by wire transfer of immediately available funds pursuant to, and in the respective amounts manner set forth on Schedule 1 by certified or bank check or by wire transferin, Section 1.2 hereof; and (ii) each of the certificates and other documents required to be delivered at the Closing pursuant to Section 7.1 hereof. (c) The Sellers shall deliver to At the Buyer pay-off letters stating the amounts payable on the Closing Date to discharge all of the Discharged Indebtedness of the Companies (each such amountClosing, a "Pay-off Amount"), and containing agreements satisfactory to the Buyer on the part of the relevant lender or creditor to discharge any lien on any property of any of the Companies upon such lender's or creditor's receipt of the Pay-Off Amount specified in the applicable pay-off letter. (d) The Buyer and each of Saff▇▇ ▇▇▇ Schu▇▇▇▇▇▇ ▇▇▇ll execute ▇▇▇▇▇, the President and deliver Employment and Non-Competition Agreements substantially in Chief Executive Officer of the form of Exhibits A-1 and A-2 attached hereto, respectively (the "Employment Agreements"). (e) The Sellers shall deliver the Sellers' Closing Certificate referred to in Section 7.13. (f) The "Exchange", as defined in the Exchange AgreementSeller, shall be completed by delivery transfer to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the President and Chief Executive Officer of such certificates representing the Buyer, or his designee, the one share of capital stock of Atrium as may be the Subsidiary owned by ▇▇. ▇▇▇▇▇▇▇▇ duly endorsed in blank or accompanied by stock powers duly executed in blank, and with all required to be exchanged pursuant to the terms thereof for the VBS Exchanged Shares, the BNE Exchanged Shares and the FCI Stock, each as defined in the Exchange Agreementstock transfer tax stamps affixed.

Transactions at Closing. At the Closing, in addition to any other instruments or documents referred to herein: (a) The Sellers KPR shall deliver to the Buyer, free and clear of any lien, claim or encumbrance, certificates a certificate representing all of the StockInterest, duly endorsed in blank or with duly executed stock powers attached, and Buyer shall undertake certain duties and obligations under the Shareholder's Agreement pursuant to an Assignment and Assumption Agreement in the form of Exhibit A-1 hereto. KBI shall assign to Buyer, free and clear of any lien, claim or encumbrance, the Administrative Services Agreement pursuant to an Assignment and Assumption Agreement in the form of Exhibit A-2 hereto. KES shall assign to Assignee, free and clear of any lien, claim or encumbrance, the Project Note pursuant to an Assignment and Assumption Agreement in the form of Exhibit A-3 hereto (collectively, the "Assignment and Assumption Agreements"). (b) The Buyer Parties shall execute and deliver the Initial Purchase Price to the Sellers KES Entities the following documents: (i) an Equity Support Guarantee in the respective amounts set forth form attached as Exhibit E-2-B to the Depositary Agreement (as defined in the Credit Agreement), providing a $33.5 million equity funding guarantee; (ii) a Master Guarantee and Support Instrument in the form attached as Exhibit D-1 to the Depositary Agreement; (iii) a Guarantee Assumption Agreement in the form attached as Exhibit C to the Shareholders Agreement; (iv) a Consent and Assignment in the form of that which was delivered by KBI on Schedule 1 by certified or bank check or by wire transferOctober 31, 1997, mutatis mutandis, pursuant to the Credit Agreement; and (v) the Assignment and Assumption Agreements in the forms of Exhibit ▇-▇, ▇-▇, and A-3. (c) The Sellers Buyer Parties shall deliver the Purchase Price by wire transfer of immediately available funds: (i) to Fleet National Bank, Hartford, CT to ABA #▇▇▇-▇▇▇-▇▇▇, for the Buyer payaccount of Lyon Credit Corporation at Account No. 007030-off letters stating 0226 in the amounts payable on amount of $27,351,564.53; (ii) to Sanwa Bank California, Los Angeles, CA to ABA #▇▇▇▇▇▇▇▇▇, for the Closing Date account of KENETECH Windpower Inc. Debtor in Possession, Account No. 0665-28604, in the amount of $6,500,000; (iii) to discharge all Bank of New York, New York, NY to ABA #0210 00018, as Indenture Trustee for GLA #111-565, for further credit to Account No. 308335, for A/C Risk - KENETECH (the account of the Discharged Indebtedness of the Companies (each such amount, a "Pay-off Amount"Indenture Trustee), and containing agreements satisfactory to the Buyer on the part of the relevant lender or creditor to discharge any lien on any property of any of the Companies upon such lender's or creditor's receipt of the Pay-Off Amount specified in the applicable pay-off letter.amount of $145,346,695.50; (div) The Buyer and each to Bank of SaffNew York, ▇▇ ▇▇▇ Schu▇▇▇▇▇▇ ▇▇▇ll execute and deliver Employment and Non-Competition Agreements substantially ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ to ABA #▇▇▇▇▇▇▇▇▇, for the account of Fieldstone Private Capital Group, L.P. at Account Name: FPCG Services, L.P., Account No.: 8900148829, in the form amount of Exhibits A-1 and A-2 attached hereto$2,000,000; (v) to Sanwa Bank California, respectively San Francisco, CA to ABA #▇▇▇▇▇▇▇▇▇, for the account of KENETECH Energy Systems, Inc., Payroll Account, Account No. 0662-26054 in the amount of $8,000,000; and (vi) the "Employment Agreements")balance of the Purchase Price (not including any amount payable under Section 11) to Bank of New York, New York, NY to ABA #▇▇▇▇▇▇▇▇▇, Account No. 8900 11 8245, for the account of Fidelity Group of Funds Institutional Account, for further credit to KENETECH Energy Systems, Inc., Account No. 0059-00080389620 in the amount of $24,301,740.00. (evii) The Sellers Buyer Parties shall deliver make the Sellers' Closing Certificate referred payment to in Section 7.13. PREPA under the Waiver Agreement (f) The "Exchange", as defined in the Exchange Agreement, shall be completed by delivery of such certificates representing the stock of Atrium as may be required to be exchanged pursuant to the terms thereof for the VBS Exchanged Shares, the BNE Exchanged Shares and the FCI Stock, each as defined in Section 7.4), to Citibank, NY, New York, NY to ABA #▇▇▇▇▇▇▇▇▇, for Citibank, PR as Receiving Bank, Account No. 10-99-1506, for further credit to PREPA Citi-Cogen Funds, Account No. ▇-▇▇▇▇▇▇-▇▇▇, in the Exchange Agreement.amount of $29,275,000;