Estimated Closing Purchase Price. Payment of the Estimated Closing Purchase Price and the other amounts specified in [Section 1.4(c)] in accordance with the provisions of [Section 1.4(c)];

Purchase and Closing. Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, the Note and the Shares. Purchasers shall deliver to the Company, via wire transfer immediately available funds equal to the Subscription Amount, and the Company shall deliver to the Purchasers the Notes and Shares on the Closing Date, and the Company and the Purchasers shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in [Sections 2.2 and 2.3], the Closing shall occur at the offices of the Company or such other location as the parties shall mutually agree.

Payment of Purchase Price; Closing. The closing shall occur on the Closing Date, by delivery of Closing Documents by hand or overnight delivery.

Terms of the Asset Purchase Agreement. This Agreement is made subject to and with the benefit of the respective provisions of the Asset Purchase Agreement (including, without limitation, the schedules and exhibits thereto), which are incorporated herein by reference. Each party acknowledges and agrees that the representations, warranties, covenants, agreements and indemnities contained in the Asset Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. Nothing in this Agreement, express or implied, is intended to or shall be construed to in any way modify, expand or limit the terms of the Asset Purchase Agreement. To the extent that any provision of this Agreement conflicts or is inconsistent with the terms of the Asset Purchase Agreement, the Asset Purchase Agreement shall govern. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN THE ASSET PURCHASE AGREEMENT (FOR WHICH NO CLAIMS MAY BE MADE PURSUANT TO THIS AGREEMENT), SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WHATSOEVER WITH RESPECT TO THE ASSUMED LIABILITIES, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER PERSON ON SELLER’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THE ASSET PURCHASE AGREEMENT.

Closing Purchase Price. Each Purchaser shall have delivered such Purchaser’s Closing Purchase Price to the Company by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in [Exhibit C].

Closing of Asset Purchase. The closing under the Asset Purchase Agreement shall have taken place or will take place simultaneously with the Closing;

Closing of Purchase. Subject to [Section 14.4], the closing of any purchase and sale of a Member’s Units pursuant to this [Section 14.1(b)] shall be held at such time and place as may be designated by the Company, but in any event within thirty (30) days after the amount of the purchase price is determined. At any such closing, the Member required to sell its Units (the “Selling Member”) shall transfer to the Company any certificates or documents evidencing the Units being purchased, duly endorsed for transfer, together with such assignments or instruments reasonably required by counsel for the Company to consummate such a purchase, and the Company shall pay the purchase price in cash. In addition, at the closing of such purchase and sale, the Selling Member shall deliver to the Company an executed, written agreement, in form and substance reasonably satisfactory to legal counsel for the Company, which shall include, without limitation, representations that the Selling Member owns the Units being transferred free and clear of all liens and encumbrances and that upon delivery of such Units to the Company, the Company shall be vested with all of the Selling Member’s right, title and interest in such Units, and the Company shall deliver to the Selling Member such investment representations as may be reasonably necessary and requested for securities Law purposes.

Payment of Purchase Price; Closing. The closing shall occur on the Closing Date, by delivery of Closing Documents by hand or overnight delivery.

Closing Purchase Price. The Closing Purchase Price for all the Preferred Stock purchased by other Purchasers who are not affiliates of such Purchaser shall have been, or concurrently with the Closing will be, delivered to the Company by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in [Exhibit C].

Closing of Asset Purchase. The closing under the Asset Purchase Agreement shall have taken place or will take place simultaneously with the Closing;