Common use of Closing Escrow Clause in Contracts

Closing Escrow. The Closing will take place at the offices of Purchaser, or at such other place as Purchaser and Seller mutually agree, at 10:00 A.M. local time, on the Closing Date. At the Closing, Purchaser will pay the Cash Component (calculated, for purposes of the Closing, using the Estimated SAV and Estimated SLA) by delivering to Seller a promissory note on substantially the terms described in Exhibit J attached hereto (the “Purchaser Promissory Note”). Also at the Closing, or as soon thereafter as practicable, Purchaser shall deliver stock certificates representing the Stock Component to Seller as Seller may reasonably direct by written notice delivered to Purchaser by Seller at least two (2) Business Days before the Closing Date; provided that a stock certificate or certificates representing 750,000 of the shares comprising the Stock Component (the “Escrow Shares”) shall be delivered by Purchaser to Xxxxxxxxxx & Xxxxx LLP, as escrow agent (the “Escrow Agent”), under an escrow agreement to be entered into on the Closing Date by Seller, Purchaser and the Escrow Agent, substantially in the form of Exhibit A hereto (the “Escrow Agreement”). Simultaneously at the Closing, (a) Seller will assign and transfer to Purchaser good and valid title in and to the Assets (free and clear of all Liens, other than Permitted Liens) by delivery of (i) a General Assignment and Bill of Sale substantially in the form of Exhibit B hereto (the “General Assignment”), duly executed by Seller, (ii) an assignment of the Intellectual Property in form and substance reasonably satisfactory to Purchaser, and (iii) such other good and sufficient instruments of conveyance, assignment and transfer, in form and substance reasonably acceptable to Purchaser’s counsel, as shall be effective to vest in Purchaser good title to the Assets (the General Assignment and the other instruments referred to in clauses (ii) and (iii) being collectively referred to herein as the “Assignment Instruments”), and (b) Purchaser will assume from Seller the due payment, performance and discharge of the Assumed Liabilities by delivery of (i) an Assumption Agreement substantially in the form of Exhibit C hereto (the “Assumption Agreement”), duly executed by Purchaser, and (ii) such other good and sufficient instruments of assumption, in form and substance reasonably acceptable to Seller’s counsel, as shall be effective to cause Purchaser to assume the Assumed Liabilities as and to the extent provided in Section 1.2(a) (the Assumption Agreement and such other instruments referred to in clause (ii) being collectively referred to herein as the “Assumption Instruments”). At the Closing, there shall also be delivered to Seller and Purchaser the opinions, certificates and other contracts, documents and instruments required to be delivered under Articles 6 and 7.

Closing Escrow. The Closing will take place at the offices of PurchaserXxxxxx Xxxxxx Zavis, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 or at such other place as Purchaser Buyer and Seller the Stockholders' Representative mutually agree, at 10:00 A.M. A.M., local time, on the Closing Date. At the Closing, Purchaser Buyer will pay the Cash Component Purchase Price as follows: (calculated, for purposes a) $6.0 million (the "ESCROW AMOUNT") of the Closing, using the Estimated SAV and Estimated SLA) by delivering to Seller a promissory note on substantially the terms described in Exhibit J attached hereto (the “Purchaser Promissory Note”). Also at the Closing, or as soon thereafter as practicable, Purchaser shall deliver stock certificates representing the Stock Component to Seller as Seller may reasonably direct by written notice delivered to Purchaser by Seller at least two (2) Business Days before the Closing Date; provided that a stock certificate or certificates representing 750,000 of the shares comprising the Stock Component (the “Escrow Shares”) Purchase Price shall be delivered by Purchaser Buyer by wire transfer of immediately available funds to Xxxxxxxxxx & Xxxxx LLPa mutually acceptable third party financial institution, as escrow agent (the “Escrow Agent”), "ESCROW AGENT") under an escrow agreement to be entered into on the Closing Date by Sellerthe Stockholders' Representative, Purchaser Buyer and the Escrow Agent, Agent substantially in the form of Exhibit A hereto attached EXHIBIT B (the “"ESCROW AGREEMENT") with $2.0 million (the "EQUITY AMOUNT") of the Escrow Agreement”)Amount to secure satisfaction of the minimum stockholders' equity requirement set forth in SECTIONS 1.4 and 1.5; and (b) the balance of the Purchase Price shall be delivered by Buyer by wire transfer of immediately available funds to such accounts as the Stockholders' Representative directs by written notice delivered to Buyer at least 2 Business Days before the Closing Date. Simultaneously at with the Closing, payments described in immediately preceding clauses (a) Seller and (b), the Stockholders will assign and transfer to Purchaser Buyer good and valid title in and to the Assets (Company Stock and the CISAC Stock, free and clear of all Liens, other than Permitted Liens) by delivery of (i) delivering to Buyer a General Assignment certificate or certificates representing the Company Stock and Bill of Sale substantially in the form of Exhibit B hereto (the “General Assignment”)CISAC Stock, duly executed endorsed in blank or accompanied by Seller, (ii) an assignment of the Intellectual Property in form and substance reasonably satisfactory to Purchaser, and (iii) such other good and sufficient instruments of conveyance, assignment and transfer, in form and substance reasonably acceptable to Purchaser’s counsel, as shall be effective to vest in Purchaser good title to the Assets (the General Assignment and the other instruments referred to in clauses (ii) and (iii) being collectively referred to herein as the “Assignment Instruments”), and (b) Purchaser will assume from Seller the due payment, performance and discharge of the Assumed Liabilities by delivery of (i) an Assumption Agreement substantially in the form of Exhibit C hereto (the “Assumption Agreement”), duly executed by Purchaserstock powers endorsed in blank, and (ii) such other good and sufficient instruments of assumptionwith requisite stock transfer tax stamps, in form and substance reasonably acceptable to Seller’s counselif any, as shall be effective to cause Purchaser to assume the Assumed Liabilities as and to the extent provided in Section 1.2(a) (the Assumption Agreement and such other instruments referred to in clause (ii) being collectively referred to herein as the “Assumption Instruments”)attached. At the Closing, there shall also be delivered to Seller the Stockholders and Purchaser Buyer the opinions, certificates and other contractsContracts, documents and instruments required to be delivered under Articles 6 and 7ARTICLE IV.

Closing Escrow. The Closing will take place at the offices of Purchaser, or at such other place as Purchaser and Seller mutually agree, at 10:00 A.M. local time, on the Closing Date. At the Closing, Purchaser will pay the Cash Component (calculated, for purposes of the Closing, using the Estimated SAV and Estimated SLA) by delivering to Seller a promissory note on substantially the terms described in Exhibit J attached hereto (the “Purchaser Promissory Note”). Also at the Closing, or as soon thereafter as practicable, Purchaser shall deliver stock certificates representing the Stock Component to Seller as Seller may reasonably direct by written notice delivered to Purchaser by Seller at least two (2) Business Days before the Closing Date; provided that a stock certificate or certificates representing 750,000 of the shares comprising the Stock Component (the “Escrow Shares”) shall be delivered by Purchaser to Xxxxxxxxxx & Xxxxx LLP, as escrow agent (the “Escrow Agent”), under an escrow agreement to be entered into on the Closing Date by Seller, Purchaser and the Escrow Agent, substantially in the form of Exhibit A hereto (the “Escrow Agreement”). Simultaneously at the Closing, (a) Seller will assign and transfer to Purchaser good and valid title in and to the Assets (free and clear of all Liens, other than Permitted Liens) by delivery of (i) a General Assignment and Bill Xxxx of Sale substantially in the form of Exhibit B hereto (the “General Assignment”), duly executed by Seller, (ii) an assignment of the Intellectual Property in form and substance reasonably satisfactory to Purchaser, and (iii) such other good and sufficient instruments of conveyance, assignment and transfer, in form and substance reasonably acceptable to Purchaser’s counsel, as shall be effective to vest in Purchaser good title to the Assets (the General Assignment and the other instruments referred to in clauses (ii) and (iii) being collectively referred to herein as the “Assignment Instruments”), and (b) Purchaser will assume from Seller the due payment, performance and discharge of the Assumed Liabilities by delivery of (i) an Assumption Agreement substantially in the form of Exhibit C hereto (the “Assumption Agreement”), duly executed by Purchaser, and (ii) such other good and sufficient instruments of assumption, in form and substance reasonably acceptable to Seller’s counsel, as shall be effective to cause Purchaser to assume the Assumed Liabilities as and to the extent provided in Section 1.2(a) (the Assumption Agreement and such other instruments referred to in clause (ii) being collectively referred to herein as the “Assumption Instruments”). At the Closing, there shall also be delivered to Seller and Purchaser the opinions, certificates and other contracts, documents and instruments required to be delivered under Articles 6 and 7.

Closing Escrow. The Closing will take place at the offices of PurchaserMilbank, Tweed, Xxxxxx & XxXxxx LLP, 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, or at such other place as Purchaser and Seller mutually agree, at 10:00 A.M. local time, on the Closing Date. At the Closing, Purchaser will pay the Cash Component (calculated, for purposes Closing Payment by wire transfer of the Closing, using the Estimated SAV and Estimated SLA) by delivering immediately available funds to Seller a promissory note on substantially the terms described in Exhibit J attached hereto (the “Purchaser Promissory Note”). Also at the Closing, or as soon thereafter as practicable, Purchaser shall deliver stock certificates representing the Stock Component to Seller such account as Seller may reasonably direct by written notice delivered to Purchaser by Seller at least two (2) Business Days before the Closing Date; provided , PROVIDED that a stock certificate or certificates representing 750,000 (i) $1,000,000 of the shares comprising the Stock Component (the “Escrow Shares”) Closing Payment shall be delivered by Purchaser by wire transfer of immediately available funds to Xxxxxxxxxx & Xxxxx LLP, as an escrow agent mutually selected by Purchaser and Seller (the “Escrow Agent”), "ESCROW AGENT") under an escrow agreement to be entered into on the Closing Date by Seller, Purchaser and the Escrow Agent, substantially in the form terms of Exhibit A which will be consistent with the terms hereof and mutually acceptable to the parties hereto (the “Escrow Agreement”"ESCROW AGREEMENT"). Simultaneously at the ClosingSimultaneously, (a) Seller will assign and transfer to Purchaser good all of Seller's right, title and valid title interest in and to the Assets (free Shares by delivering to Purchaser a certificate or certificates representing the Shares, in genuine and clear of all Liens, other than Permitted Liens) by delivery of (i) a General Assignment and Bill of Sale substantially in the form of Exhibit B hereto (the “General Assignment”)unaltered form, duly executed endorsed in blank or accompanied by Seller, (ii) an assignment of the Intellectual Property in form and substance reasonably satisfactory to Purchaser, and (iii) such other good and sufficient instruments of conveyance, assignment and transfer, in form and substance reasonably acceptable to Purchaser’s counsel, as shall be effective to vest in Purchaser good title to the Assets (the General Assignment and the other instruments referred to in clauses (ii) and (iii) being collectively referred to herein as the “Assignment Instruments”), and (b) Purchaser will assume from Seller the due payment, performance and discharge of the Assumed Liabilities by delivery of (i) an Assumption Agreement substantially in the form of Exhibit C hereto (the “Assumption Agreement”), duly executed by Purchaserstock powers endorsed in blank, and (ii) such other good and sufficient instruments of assumptionwith requisite stock transfer tax stamps, in form and substance reasonably acceptable to Seller’s counselif any, as shall be effective to cause Purchaser to assume the Assumed Liabilities as and to the extent provided in Section 1.2(a) (the Assumption Agreement and such other instruments referred to in clause (ii) being collectively referred to herein as the “Assumption Instruments”)attached. At the Closing, there shall also be delivered to Seller and Purchaser the opinions, certificates and other contractsContracts, documents and instruments required to be delivered under Articles 6 ARTICLES VI and 7VII.

Closing Escrow. The On the initial Closing will take place Date (the “Initial Closing Date”), upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser purchasing Securities at the initial Closing (the “Initial Closing”), severally and not jointly, agrees to purchase the principal amount of the Debentures and a Warrant to purchase the number of Warrant Shares, set forth opposite such Purchaser’s name on Schedule 1 hereto, which shall not exceed, in the aggregate, $1,000,000. Upon satisfaction of the conditions set forth in Sections 2.2 and 2.3, the Initial Closing shall occur at the offices of FWS or such other location as the parties shall mutually agree. Thereafter, on any subsequent Closing Date (each a “Subsequent Closing Date”), upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the Purchasers purchasing Securities on such Subsequent Closing Date, the Company agrees to sell, and each Purchaser purchasing Securities at such subsequent Closing (each a “Subsequent Closing”), severally and not jointly, agrees to purchase the principal amount of the Debentures and a Warrant to purchase the number of Warrant Shares, set forth opposite such Purchaser’s name on Schedule 1 hereto, which shall not exceed, in the aggregate, $1,000,000 less the principal amount of Debentures issued and sold at all previous Closings. Notwithstanding anything herein to the contrary, any Subsequent Closing Date must occur on or before (i) the 20th calendar day following the date hereof, for any Purchasers who are holders of any of the January Debentures, or at such other place as Purchaser and Seller mutually agree, at 10:00 A.M. local time, on (ii) the Closing Date. At 60th calendar day following the Closing, Purchaser will pay the Cash Component (calculateddate hereof, for purposes any Purchasers who are not holders of one or more of the ClosingJanuary Debentures. Each Purchaser purchasing Securities on a Closing Date shall deliver to the Company, using via wire transfer or a certified check, immediately available funds equal to its Subscription Amount and the Estimated SAV Company shall deliver to each such Purchaser its respective Debenture and Estimated SLA) by delivering to Seller a promissory note on substantially Warrant, and the terms described Company and each such Purchaser shall deliver the other items set forth in Exhibit J attached hereto (the “Purchaser Promissory Note”). Also Section 2.2 deliverable at the Closing; provided, or as soon thereafter as practicable, Purchaser shall deliver stock certificates representing the Stock Component to Seller as Seller may reasonably direct by written notice delivered to Purchaser by Seller at least two (2) Business Days before the Closing Date; provided that a stock certificate or certificates representing 750,000 particular Purchaser’s obligation to deliver funds equal to its Subscription Amount shall be deemed satisfied by such Purchaser’s deposit of the shares comprising applicable Subscription Amount into the Stock Component (Escrow Account and Company Counsel’s disbursement of escrowed funds in accordance with the “Escrow Shares”) shall be delivered by Purchaser to Xxxxxxxxxx & Xxxxx LLPAgreement, as escrow agent (the “Escrow Agent”), under an escrow agreement to be entered into on the Closing Date contemplated by Seller, Purchaser and the Escrow Agent, substantially in the form of Exhibit A hereto (the “Escrow Agreement”). Simultaneously at the Closing, (a) Seller will assign and transfer to Purchaser good and valid title in and to the Assets (free and clear of all Liens, other than Permitted Liens) by delivery of (i) a General Assignment and Bill of Sale substantially in the form of Exhibit B hereto (the “General Assignment”), duly executed by Seller, (ii) an assignment of the Intellectual Property in form and substance reasonably satisfactory to Purchaser, and (iii) such other good and sufficient instruments of conveyance, assignment and transfer, in form and substance reasonably acceptable to Purchaser’s counsel, as shall be effective to vest in Purchaser good title to the Assets (the General Assignment and the other instruments referred to in clauses (ii) and (iii) being collectively referred to herein as the “Assignment Instruments”), and (b) Purchaser will assume from Seller the due payment, performance and discharge of the Assumed Liabilities by delivery of (i) an Assumption Agreement substantially in the form of Exhibit C hereto (the “Assumption Agreement”), duly executed by Purchaser, and (ii) such other good and sufficient instruments of assumption, in form and substance reasonably acceptable to Seller’s counsel, as shall be effective to cause Purchaser to assume the Assumed Liabilities as and to the extent provided in Section 1.2(a) (the Assumption Agreement and such other instruments referred to in clause (ii) being collectively referred to herein as the “Assumption Instruments”). At the Closing, there shall also be delivered to Seller and Purchaser the opinions, certificates and other contracts, documents and instruments required to be delivered under Articles 6 and 72.4 below.

Closing Escrow. The Closing will take place at the offices of Purchaser, or at such other place as Purchaser and Seller mutually agree, at 10:00 9:00 A.M. local time, on the Closing DateDate and shall be deemed to occur at 11:59 p.m., Las Vegas time, on the Closing Date (the "TRANSFER TIME"). At the Closing, Purchaser will pay deliver the Cash Component Purchase Price (calculated, for purposes less the sum of (A) the outstanding principal amount of the Closing, using Loan and (B) all accrued and unpaid interest on the Estimated SAV and Estimated SLALoan) by delivering wire transfer of immediately available funds to Seller a promissory note on substantially the terms described in Exhibit J attached hereto (the “Purchaser Promissory Note”). Also at the ClosingXxxxxxx Title of Nevada, or as soon thereafter as practicable0000 Xxxxxx Xxxxxx Parkway, Purchaser shall deliver stock certificates representing the Stock Component to Seller as Seller may reasonably direct by written notice delivered to Purchaser by Seller at least two (2) Business Days before the Closing Date; provided that a stock certificate or certificates representing 750,000 of the shares comprising the Stock Component (the “Escrow Shares”) shall be delivered by Purchaser to Xxxxxxxxxx & Suite 1400, Las Vegas, Nevada 89109, Attention: Xxxxx LLPXxxxx, as escrow agent (the “Escrow Agent”"ESCROW AGENT"), under an $1,500,000 of which shall be held in escrow agreement for a period of no longer than one year pursuant to the terms and conditions of the Escrow Agreement, and the remainder of which shall be distributed to the creditors of Seller and to Seller in the manner more fully described in a closing settlement statement to be entered into on the Closing Date prepared and approved by Seller, Purchaser Seller and the Escrow Agent, substantially in the form of Exhibit A hereto (the “Escrow Agreement”)Purchaser. Simultaneously at the ClosingSimultaneously, (a) Seller will, and Parent will cause Seller to, assign and transfer to Purchaser good all of its right, title and valid title interest in and to the Transferred Assets (free and clear of all Liens, other than Permitted Liens) by delivery of (i) a General Assignment and Bill Xxxx of Sale substantially in the form of Exhibit B EXHIBIT A hereto (the “General Assignment”"GENERAL ASSIGNMENT"), duly executed by Seller, (ii) an assignment of the Intellectual Property a grant, bargain and sale deed in proper statutory form for recording and otherwise in form and substance reasonably satisfactory to Purchaser, Purchaser conveying title to the Real Property and (iii) such other good and sufficient instruments of conveyance, assignment and transfer, in form and substance reasonably acceptable to Purchaser’s 's counsel, as shall be effective to vest in Purchaser good title to the Transferred Assets (the General Assignment and the other instruments referred to in clauses (ii) and (iii) being collectively referred to herein as the “Assignment Instruments”"ASSIGNMENT INSTRUMENTS"), and (b) Purchaser will assume from Seller the due payment, performance and discharge of the Assumed Liabilities by delivery of (i) an Assumption Agreement substantially in the form of Exhibit C EXHIBIT B hereto (the “Assumption Agreement”"ASSUMPTION AGREEMENT"), duly executed by Purchaser, and (ii) such other good and sufficient instruments of assumption, in form and substance reasonably acceptable to Seller’s 's counsel, as shall be effective to cause Purchaser to assume the Assumed Liabilities as and to the extent provided in Section 1.2(aSECTION 1.02(a) (the Assumption Agreement and such other instruments referred to in clause (ii) being collectively referred to herein as the “Assumption Instruments”"ASSUMPTION INSTRUMENTS"). At the Closing, there shall also be delivered to Seller and Purchaser the opinions, certificates and other contracts, documents and instruments required to be delivered under Articles 6 ARTICLES VI and 7VII.