Common use of Additional Closing Deliveries Clause in Contracts

Additional Closing Deliveries. (a) At the Non-License Transfer and the Closing, as applicable, the Company shall deliver to Purchaser: (i) a duly executed counterpart of the Xxxx of Sale, Assignment and Assumption Agreement substantially in the form set forth in Exhibit A hereto (the "XXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT"); (ii) at the Closing only, a duly executed counterpart of the Assignment of FCC Licenses, substantially in the form set forth in Exhibit B hereto (the "ASSIGNMENT OF FCC LICENSES"); (iii) instruments of assignment with respect to all of the Company's rights and interests in the Leased Property and special warranty deeds (of a type equivalent to that known in New York as a "bargain and sale deed with covenants against grantor's actions") with respect to all of the Company's rights and interests in the Real Property, in recordable form sufficient to convey to Purchaser all of the Company's rights and interests or rights and interest in the Leased Property and the Real Property acquired by the Company from Gannett pursuant to the Gannett Purchase Agreement; (iv) an owner's affidavit, gap indemnity and such other customary documents and certificates as may be reasonably required by Purchaser's title insurance company with respect to Purchaser's title insurance of the Real Property and any Leased Property; (v) evidence reasonably satisfactory to Purchaser that the third-party insurance policies listed in Section 3.9 of the Disclosure Schedule are in full force and effect with respect to the period prior to the Transfer Date (together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements, as reasonably requested by Purchaser, in favor of Purchaser); (vi) a certificate, dated as of the Transfer Date, executed on behalf of the Company by the Company's duly authorized officers that, except as disclosed in Section 3.8 of the Disclosure Schedule (or otherwise disclosed pursuant to such certificate) (a) there are no Actions against the Company or, to the Company's knowledge, Gannett relating to the Business or the Assets pending, or, to the Company's Knowledge, threatened to be brought by or before any Governmental Authority, and (b) neither the Company nor, to the Company's Knowledge, Gannett is subject to any Governmental Orders (nor, are there any such Governmental Orders threatened to be imposed by any Governmental Authority) relating to the Business or the Assets; (vii) domain name transfer agreements in form and substance reasonably satisfactory to Purchaser to perfect the transfer to Purchaser of all of the domain names of the Stations; (viii) all other instruments of conveyance and transfer sufficient to convey the Assets to Purchaser; (ix) at the Non-License Transfer only, a duly executed counterpart of the Time Brokerage Agreement, substantially in the form set forth in Exhibit C hereto (the "TIME BROKERAGE AGREEMENT"); and (x) all other documents, instruments and writings required to be delivered by the Company at or prior to the Closing Date or the Non-License Transfer Date, as applicable, pursuant to this Agreement. (b) At the Non-License Transfer and the Closing, as applicable, Purchaser shall deliver to Company: (i) the Purchase Price in accordance with Section 2.3 hereof; (ii) a duly executed counterpart of the Xxxx of Sale, Assignment and Assumption Agreement; (iii) at the Closing only, a duly executed counterpart of the Assignment of FCC Licenses; (iv) at the Non-License Transfer only, a duly executed counterpart of the Time Brokerage Agreement; and (v) all other documents, instruments and writings required to be delivered by Purchaser at or prior to the Closing Date or the Non-License Transfer Date, as applicable, pursuant to this Agreement. (c) Purchaser shall, at any time prior to, at or after the Transfer Date, take or cause to be taken such further actions, and execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, as may be reasonably requested by the Company in connection with the consummation of the transactions contemplated by this Agreement. The Company shall, at any time prior to, at or after the Transfer Date, take or cause to be taken such further actions, and execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, as may be reasonably requested by Purchaser in connection with the consummation of the transactions contemplated by this Agreement.

Additional Closing Deliveries. At the Closing, (a) At Reuters will deliver copies of the Non-License Transfer and following documents, executed by Reuters and/or one or more of its affiliates that are parties thereto (the Closing, as applicable, the Company shall deliver to Purchaser:“Reuters Parties”): (i) a duly executed counterpart of the Xxxx of Sale, Assignment The Formation and Assumption Agreement substantially in the form set forth in Exhibit A hereto (the "XXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT")Contribution Agreement; (ii) at the Closing only, a duly executed counterpart of the Assignment of FCC Licenses, substantially in the form set forth in Exhibit B hereto (the "ASSIGNMENT OF FCC LICENSES"); (iii) instruments of assignment with respect to all of the Company's rights and interests in the Leased Property and special warranty deeds (of a type equivalent to that known in New York as a "bargain and sale deed with covenants against grantor's actions") with respect to all of the Company's rights and interests in the Real Property, in recordable form sufficient to convey to Purchaser all of the Company's rights and interests or rights and interest in the Leased Property and the Real Property acquired by the Company from Gannett pursuant to the Gannett Purchase Agreement; (iv) an owner's affidavit, gap indemnity and such other customary documents and certificates as may be reasonably required by Purchaser's title insurance company with respect to Purchaser's title insurance of the Real Property and any Leased Property; (v) evidence reasonably satisfactory to Purchaser that the third-party insurance policies listed in Section 3.9 of the Disclosure Schedule are in full force and effect with respect to the period prior to the Transfer Date (together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements, as reasonably requested by Purchaser, in favor of Purchaser); (vi) a certificate, dated as of the Transfer Date, executed on behalf of the Company by the Company's duly authorized officers that, except as disclosed in Section 3.8 of the Disclosure Schedule (or otherwise disclosed pursuant to such certificate) (a) there are no Actions against the Company or, to the Company's knowledge, Gannett relating to the Business or the Assets pending, or, to the Company's Knowledge, threatened to be brought by or before any Governmental Authority, and (b) neither the Company nor, to the Company's Knowledge, Gannett is subject to any Governmental Orders (nor, are there any such Governmental Orders threatened to be imposed by any Governmental Authority) relating to the Business or the Assets; (vii) domain name transfer agreements in form and substance reasonably satisfactory to Purchaser to perfect the transfer to Purchaser of all of the domain names of the Stations; (viii) all other instruments of conveyance and transfer sufficient to convey the Assets to Purchaser; (ix) at the Non-License Transfer only, a duly executed counterpart of the Time Brokerage The Online Services Agreement, substantially in the form set forth attached hereto as Exhibit B; (iii) The Services Agreement, substantially in the form attached hereto as Exhibit C hereto (the "TIME BROKERAGE AGREEMENT"“SLA Agreement”); (iv) Trademark License and Rights Ownership Agreement, substantially in the form attached hereto as Exhibit D; (v) Amendment to Factiva Information Provider Agreement, substantially in the form attached hereto as Exhibit E; (vi) Amendment to Distributor Agreement, substantially in the form attached hereto as Exhibit F; (vii) Amendment to Reuters Health Agreement, substantially in the form attached hereto as Exhibit G; (viii) Amendment to Reuters Investor Agreement, substantially in the form attached hereto as Exhibit H; (ix) Amendment to Master Services Agreement, substantially in the form attached hereto as Exhibit I; (x) Amendment to RICs license agreement, substantially in the form attached hereto as Exhibit J; (xi) Amendment to FDS license agreements, substantially in the form attached hereto as Exhibit K; (xii) Amendment to Internal Usage Agreement, substantially in the form attached hereto as Exhibit L; and (xiii) The Agreement, substantially in the form attached hereto as Exhibit M; (each of the foregoing, together with the Share Purchase Agreement, the “Transaction Documents”); (b) Dow Xxxxx will deliver copies of the Transaction Documents executed by Dow Xxxxx and/or one or more of its affiliates that are parties thereto (excluding the Company, NewCo or any of their respective affiliates), as applicable (the “DJ Parties”); and (xc) all other documents, instruments and writings required to be delivered The Company will deliver copies of the Transaction Documents executed by the Company at and/or one or prior more of its subsidiaries. (d) Reuters Sellers shall deliver to Buyer against receipt of the Closing Date Estimated Purchase Price, certificates representing (i) the Company Units (if certificated), (ii) the UK Shares and (iii) the Singapore Shares, each together with duly executed stock powers or such other customary instruments of transfer as reasonably requested by Buyer. In the Non-License Transfer Dateevent that the certificate or certificates representing such units and/or shares have been lost, stolen or destroyed, the Seller or Sellers, as applicable, pursuant shall instead execute an agreement satisfactory to this Agreement. (b) At the Non-License Transfer and the Closing, as applicable, Purchaser shall deliver Buyer agreeing to Company: (i) the Purchase Price in accordance with Section 2.3 hereof; (ii) a duly executed counterpart of the Xxxx of Sale, Assignment and Assumption Agreement; (iii) at the Closing only, a duly executed counterpart of the Assignment of FCC Licenses; (iv) at the Non-License Transfer only, a duly executed counterpart of the Time Brokerage Agreement; and (v) all other documents, instruments and writings required to be delivered indemnify Buyer from any loss incurred by Purchaser at or prior to the Closing Date or the Non-License Transfer Date, as applicable, pursuant to this Agreement. (c) Purchaser shall, at any time prior to, at or after the Transfer Date, take or cause to be taken such further actions, and execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, as may be reasonably requested by the Company it in connection with the consummation of the transactions contemplated by this Agreement. The Company shall, at any time prior to, at or after the Transfer Date, take or cause to be taken such further actions, and execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, as may be reasonably requested by Purchaser in connection with the consummation of the transactions contemplated by this Agreementcertificates.

Additional Closing Deliveries. (a) At the Non-License Transfer and the Closing, as applicable, the Company shall deliver to Purchaser: (i) a duly executed counterpart of the Xxxx of Bill xx Sale, Assignment and Assumption Agreement substantially in the form set forth in Exhibit A hereto (the "XXXX OF BILL XX SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT"); (ii) at the Closing only, a duly executed counterpart of the Assignment of FCC Licenses, substantially in the form set forth in Exhibit B hereto (the "ASSIGNMENT OF FCC LICENSES"); (iii) instruments of assignment with respect to all of the Company's rights and interests in the Leased Property and special warranty deeds (of a type equivalent to that known in New York as a "bargain and sale deed with covenants against grantor's actions") with respect to all of the Company's rights and interests in the Real Property, in recordable form sufficient to convey to Purchaser all of the Company's rights and interests or rights and interest in the Leased Property and the Real Property acquired by the Company from Gannett pursuant to the Gannett Purchase Agreement; (iv) an owner's affidavit, gap indemnity and such other customary documents and certificates as may be reasonably required by Purchaser's title insurance company with respect to Purchaser's title insurance of the Real Property and any Leased Property; (v) evidence reasonably satisfactory to Purchaser that the third-party insurance policies listed in Section 3.9 of the Disclosure Schedule are in full force and effect with respect to the period prior to the Transfer Date (together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements, as reasonably requested by Purchaser, in favor of Purchaser); (vi) a certificate, dated as of the Transfer Date, executed on behalf of the Company by the Company's duly authorized officers that, except as disclosed in Section 3.8 of the Disclosure Schedule (or otherwise disclosed pursuant to such certificate) (a) there are no Actions against the Company or, to the Company's knowledge, Gannett relating to the Business or the Assets pending, or, to the Company's Knowledge, threatened to be brought by or before any Governmental Authority, and (b) neither the Company nor, to the Company's Knowledge, Gannett is subject to any Governmental Orders (nor, are there any such Governmental Orders threatened to be imposed by any Governmental Authority) relating to the Business or the Assets;'s (vii) domain name transfer agreements in form and substance reasonably satisfactory to Purchaser to perfect the transfer to Purchaser of all of the domain names of the Stations; (viii) all other instruments of conveyance and transfer sufficient to convey the Assets to Purchaser; (ix) at the Non-License Transfer only, a duly executed counterpart of the Time Brokerage Agreement, substantially in the form set forth in Exhibit C hereto (the "TIME BROKERAGE AGREEMENT"); and (x) all other documents, instruments and writings required to be delivered by the Company at or prior to the Closing Date or the Non-License Transfer Date, as applicable, pursuant to this Agreement. (b) At the Non-License Transfer and the Closing, as applicable, Purchaser shall deliver to Company: (i) the Purchase Price in accordance with Section 2.3 hereof; (ii) a duly executed counterpart of the Xxxx of Bill xx Sale, Assignment and Assumption Agreement; (iii) at the Closing only, a duly executed counterpart of the Assignment of FCC Licenses; (iv) at the Non-License Transfer only, a duly executed counterpart of the Time Brokerage Agreement; and (v) all other documents, instruments and writings required to be delivered by Purchaser at or prior to the Closing Date or the Non-License Transfer Date, as applicable, pursuant to this Agreement. (c) Purchaser shall, at any time prior to, at or after the Transfer Date, take or cause to be taken such further actions, and execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, as may be reasonably requested by the Company in connection with the consummation of the transactions contemplated by this Agreement. The Company shall, at any time prior to, at or after the Transfer Date, take or cause to be taken such further actions, and execute, deliver and file or cause to be executed, delivered -12- 18 and filed such further documents and instruments, as may be reasonably requested by Purchaser in connection with the consummation of the transactions contemplated by this Agreement.

Additional Closing Deliveries. (a) At Lender shall have received the Non-License Transfer following on the date hereof in form and the Closing, as applicable, the Company shall deliver substance satisfactory to PurchaserLender: (i) a duly executed counterpart of the Xxxx of Sale, Assignment An opinion or opinions from counsel for Borrower and Assumption Agreement substantially in the form set forth in Exhibit A hereto (the "XXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT")Guarantor; (ii) at Current UCC, tax and judgment searches made in such places as Lender may specify, covering Borrower and showing no filings relating to, or which could relate to, the Closing only, a duly executed counterpart of the Assignment of FCC Licenses, substantially in the form set forth in Exhibit B hereto (the "ASSIGNMENT OF FCC LICENSES")Property other than those made hereunder; (iii) instruments of assignment with respect to all Evidence of the Company's rights and interests in the Leased Property and special warranty deeds (of a type equivalent to that known in New York as a "bargain and sale deed with covenants against grantor's actions") with respect to all of the Company's rights and interests in the Real Property, in recordable form sufficient to convey to Purchaser all of the Company's rights and interests or rights and interest in the Leased Property and the Real Property acquired by the Company from Gannett pursuant to the Gannett Purchase Agreementinsurance required under Section 6.01 hereof; (iv) an owner's affidavit, gap indemnity and such other customary documents and certificates as may be reasonably required by Purchaser's title insurance company A commitment to issue a Title Policy with respect to Purchaser's title insurance the Deed of Trust and the Real Property and any Leased PropertySecured Guaranty Deed of Trust, together with copies of all documentation evidencing exceptions raised therein; (v) evidence reasonably satisfactory A certificate of a secretary or assistant secretary of Borrower certifying as to Purchaser that (A) the third-party insurance policies listed in Section 3.9 operating agreement of Borrower, (B) the authorizing resolutions of Borrower, and (C) incumbency and specimen signatures of signatories for Borrower, together with (D) a copy of the Disclosure Schedule are in full force Certificate of Formation for Borrower certified by the Delaware Secretary of State as of a recent date, and effect with respect to (E) a certificate of good standing as of a recent date for Borrower from the period prior to Delaware Secretary of State, and (F) a certificate of good standing as of a recent date for Borrower from the Transfer Date (together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements, as reasonably requested by Purchaser, in favor California Secretary of Purchaser)State; (vi) A certificate of an authorized officer of each Xxxxxxx Guarantor, certifying as to (A) the operating agreement or limited partnership agreement, as applicable, of such Xxxxxxx Guarantor, (B) the authorizing resolutions of such Xxxxxxx Guarantor, and (C) incumbency and specimen signatures of signatories for such Xxxxxxx Guarantor, together with (D) a certificatecopy of the Certificate of Formation or Certificate of Limited Partnership, dated as applicable, for such Xxxxxxx Guarantor, certified by the Delaware Secretary of State as of a recent date, and (E) a certificate of good standing as of a recent date for such Xxxxxxx Guarantor from the Transfer DateDelaware Secretary of State as of a recent date; (vii) A certificate of an authorized officer of each Dune Guarantor, executed on behalf certifying as to (A) the authorizing resolutions of such Dune Guarantor, and (B) incumbency and specimen signatures of signatories for such Dune Guarantor, together with (C) a copy of the Company Certificate of Limited Partnership for such Dune Guarantor, certified by the Company's duly authorized officers thatDelaware Secretary of State as of a recent date, except and (D) a certificate of good standing as disclosed in Section 3.8 of a recent date for such Dune Guarantor from the Delaware Secretary of State as of a recent date; (viii) An ALTA survey of the Disclosure Schedule Property certified in a manner acceptable to Lender (the “Survey”); (ix) If required by Lender, evidence indicating whether the Property is located within a one hundred year flood plain or otherwise disclosed pursuant identified as a special flood hazard area as defined by the Federal Insurance Administration; and, if so, a flood notification form signed by the Borrower and evidence that flood insurance is in place for the building and contents, all in form and substance satisfactory to such certificateLender; (x) An Appraisal of the Property and the Other Property showing the Combined Loan-to-Value Ratio to be no more than seventy percent (70%); (xi) Evidence satisfactory to Lender that the Property and the Other Property satisfy a Combined Debt Yield Ratio of not less than eleven percent (11%); (xii) Evidence satisfactory to Lender that the Property and the Other Property satisfy a Combined Debt Service Coverage Ratio of not less than 1.50:1.00; (xiii) Evidence satisfactory to Lender showing that the Combined Loan Amount does not exceed seventy percent (70%) of the aggregate purchase price paid by Borrower, 3001 Mission Oaks and 3175 Mission Oaks for the acquisition of the Property and the Other Property; (xiv) If required by Lender, a so-called “PML” report with respect to the Property, which shall address (a) there are no Actions against the Company or, to the Company's knowledge, Gannett relating to the Business or the Assets pending, or, to the Company's Knowledge, threatened probable maximum loss that is likely to be brought sustained by the Property in the event of an earthquake or before any Governmental Authorityother seismic casualty at or affecting the Property, and (b) neither likelihood and likely intensity of an earthquake or other seismic casualty at or affecting the Company nor, to the Company's Knowledge, Gannett is subject to any Governmental Orders (nor, are there any such Governmental Orders threatened to be imposed by any Governmental Authority) relating to the Business or the AssetsProperty; (viixv) domain name transfer agreements Copies of all Leases covering any portion of the Property and/or the Improvements; (xvi) If required by Lender, a fully executed subordination, non-disturbance and attornment agreement and a tenant estoppel certificate executed by each tenant under a Lease, all in form and substance acceptable to Lender; (xvii) If required by Lender, evidence indicating compliance by the Improvements with applicable zoning requirements (without requirement for a variance); (xviii) If required by Lender, an environmental report with respect to the Property prepared by an environmental consultant acceptable to Lender; (xix) A Physical Conditions Report; (xx) A Certification of Non-Foreign Status with respect to Borrower; (xxi) A signed IRS Form W8 and W9 with respect to Borrower, as applicable; (xxii) Evidence that Borrower has retained JPMorgan Chase Bank, N.A. as its principal depository bank for property operating accounts related to the Property, and, to the extent permitted by law and contractual agreements, tenant security deposits for the Property; (xxiii) Evidence reasonably satisfactory to Purchaser to perfect Lender that the transfer to Purchaser of all term of the domain names of the StationsTechnicolor Lease has been extended through a date no earlier than December 31, 2014, on terms and conditions satisfactory to Lender; (viiixxiv) all other instruments The most recently available financial statements of conveyance and transfer sufficient to convey the Assets to Purchaser; (ix) at the Non-License Transfer only, a duly executed counterpart of the Time Brokerage Agreement, substantially in the form set forth in Exhibit C hereto (the "TIME BROKERAGE AGREEMENT")each Guarantor; and (xxxv) all Such other documents, instruments information and writings required to be delivered by the Company at or prior to the Closing Date or the Non-License Transfer Date, documents as applicable, pursuant to this AgreementLender may require. (b) At the Non-License Transfer and the Closing, as applicable, Purchaser shall deliver to Company: (i) the Purchase Price in accordance with Section 2.3 hereof; (ii) a duly executed counterpart of the Xxxx of Sale, Assignment and Assumption Agreement; (iii) at the Closing only, a duly executed counterpart of the Assignment of FCC Licenses; (iv) at the Non-License Transfer only, a duly executed counterpart of the Time Brokerage Agreement; and (v) all other documents, instruments and writings required to be delivered by Purchaser at or prior to the Closing Date or the Non-License Transfer Date, as applicable, pursuant to this Agreement. (c) Purchaser shall, at any time prior to, at or after the Transfer Date, take or cause to be taken such further actions, and execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, as may be reasonably requested by the Company in connection with the consummation of the transactions contemplated by this Agreement. The Company shall, at any time prior to, at or after the Transfer Date, take or cause to be taken such further actions, and execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, as may be reasonably requested by Purchaser in connection with the consummation of the transactions contemplated by this Agreement.

Additional Closing Deliveries. (a) At On or prior to the Non-License Transfer and the Closing, as applicableClosing Date, the Company shall deliver to Purchaser: (i) a duly executed counterpart of the Xxxx of Sale, Assignment and Assumption Agreement substantially in the form set forth in Exhibit A hereto (the "XXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT"); (ii) at the Closing only, a duly executed counterpart of the Assignment of FCC Licenses, substantially in the form set forth in Exhibit B hereto (the "ASSIGNMENT OF FCC LICENSES"); (iii) instruments of assignment with respect to all of the Company's rights and interests in the Leased Property and special warranty deeds (of a type equivalent to that known in New York as a "bargain and sale deed with covenants against grantor's actions") with respect to all of the Company's rights and interests in the Real Property, in recordable form sufficient to convey to Purchaser all of the Company's rights and interests or rights and interest in the Leased Property and the Real Property acquired by the Company from Gannett pursuant to the Gannett Purchase Agreement; (iv) an owner's affidavit, gap indemnity and such other customary documents and certificates as may be reasonably required by Purchaser's title insurance company with respect to Purchaser's title insurance of the Real Property and any Leased Property; (v) evidence reasonably satisfactory to Purchaser that the third-party insurance policies listed in Section 3.9 of the Disclosure Schedule are in full force and effect with respect to the period prior to the Transfer Date (together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements, as reasonably requested by Purchaser, in favor of Purchaser); (vi) a certificate, dated as of the Transfer Date, executed on behalf of the Company by the Company's duly authorized officers that, except as disclosed in Section 3.8 of the Disclosure Schedule (or otherwise disclosed pursuant to such certificate) (a) there are no Actions against the Company or, to the Company's knowledge, Gannett relating to the Business or the Assets pending, or, to the Company's Knowledge, threatened cause to be brought by or before any Governmental Authoritydelivered to each Investor the documents listed below, and (b) neither the Company nor, to the Company's Knowledge, Gannett is subject to any Governmental Orders (nor, are there any such Governmental Orders threatened to be imposed by any Governmental Authority) relating to the Business or the Assets; (vii) domain name transfer agreements in form and substance reasonably satisfactory to Purchaser to perfect Investors: (i) the transfer to Purchaser Certificate of all Formation of the domain names Company, certified as of the StationsClosing Date by a Managing Member of the Company; (viiiii) all other instruments a good standing certificate from the State of conveyance and transfer sufficient to convey the Assets to Purchaser; (ix) at the Non-License Transfer onlyDelaware, dated as of a duly executed counterpart of the Time Brokerage Agreement, substantially in the form set forth in Exhibit C hereto (the "TIME BROKERAGE AGREEMENT"); and (x) all other documents, instruments and writings required to be delivered by the Company at or recent date prior to the Closing Date and certified by the Secretary of State or other authorized governmental entity; (iii) a copy of the NonCompany Agreement, certified as of the Closing Date by a Managing Member of the Company; (iv) resolutions of the Managing Members of the Company approving and authorizing this Agreement and the transactions contemplated hereby, including the approval of the issuance and delivery of the Notes, certified as of the Closing Date by a Managing Member of the Company as being in full force and effect without modification or amendment; (v) a certificate of the Company certifying that the conditions set forth in Sections 2.4(a)(ii) and (iii) have been satisfied; (vi) the opinion of Battle Fowler LLP, special counsel to the Company, substantially in the fxxx xx Exhibit C hereto, and the opinion of Rosenberg & Liebentritt, P.C., special counsel to the Company, in xxxx xxxxsfactory xx xxe Investors, that the transactions contemplated by that certain Class A 9.5% Cumulative Convertible Preferred Share Purchase Agreement, by and between Capital Trust and the Company referred to in Exhibit B hereto, does not require compliance with the reporting obligations of the Hart-License Transfer Date, Scott-Rodino Antitrust Improvements Act; and (vii) such xxxxx xxxxxxxxx as applicable, pursuant may be reasonably requested by Investor prior to the Closing Date in connection with the Closing of the transactions contemplated by this Agreement. (b) At the Non-License Transfer and the Closing, as applicable, Purchaser shall deliver to Company: (i) the Purchase Price in accordance with Section 2.3 hereof; (ii) a duly executed counterpart of the Xxxx of Sale, Assignment and Assumption Agreement; (iii) at the Closing only, a duly executed counterpart of the Assignment of FCC Licenses; (iv) at the Non-License Transfer only, a duly executed counterpart of the Time Brokerage Agreement; and (v) all other documents, instruments and writings required to be delivered by Purchaser at On or prior to the Closing Date or the Non-License Transfer Date, as applicable, pursuant to this Agreement. (c) Purchaser shall, at any time prior to, at or after the Transfer Date, take each Investor shall deliver or cause to be taken delivered to the Company, in form and substance satisfactory to the Company, such further actions, and execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, as may be reasonably requested by the Company prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement. The Company shall, at any time prior to, at or after the Transfer Date, take or cause to be taken such further actions, and execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, as may be reasonably requested by Purchaser in connection with the consummation Closing of the transactions contemplated by this Agreement.

Additional Closing Deliveries. (a) At Lender shall have received on or before the Non-License Transfer and the Closing, as applicabledate of this Agreement, the Company shall deliver following in form and substance satisfactory to PurchaserLender: (i) a duly executed counterpart of the Xxxx of Sale, Assignment An opinion or opinions from counsel for Borrower and Assumption Agreement substantially in the form set forth in Exhibit A hereto (the "XXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT")Guarantor covering such items as Lender and its counsel may reasonably require; (ii) at Copies of organizational documents for Borrower, Guarantor and any other entity reasonably requested by Lender based on the Closing onlyorganizational chart for Borrower, a duly executed counterpart together with good standing certificates (or their equivalent in the jurisdiction of organization of the Assignment applicable entity), resolutions, incumbency certificates, and such other evidence of FCC Licenses, substantially in authority to enter into the form set forth in Exhibit B hereto (the "ASSIGNMENT OF FCC LICENSES")Loan Documents as Lender may reasonably require; (iii) instruments of assignment with respect to all of the Company's rights Current UCC, tax and interests in the Leased Property and special warranty deeds judgment searches dated no earlier than thirty (of a type equivalent to that known in New York as a "bargain and sale deed with covenants against grantor's actions"30) with respect to all of the Company's rights and interests in the Real Property, in recordable form sufficient to convey to Purchaser all of the Company's rights and interests or rights and interest in the Leased Property and the Real Property acquired by the Company from Gannett pursuant days prior to the Gannett Purchase date of this Agreement made in such places as Lender may reasonably specify, covering Borrower and showing no filings relating to, or which could relate to, the Property other than those made under this Agreement; (iv) an owner's affidavit, gap indemnity and such other customary documents and certificates as may be reasonably required by Purchaser's title insurance company with respect to Purchaser's title insurance Evidence of the Real Property and any Leased Propertyinsurance required under Section 5.01; (v) evidence reasonably satisfactory A commitment to Purchaser that issue the third-party insurance policies listed in Section 3.9 of the Disclosure Schedule are in full force and effect with respect to the period prior to the Transfer Date (Title Policy, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements, as reasonably requested by Purchaser, in favor copies of Purchaser)all documentation evidencing exceptions therein; (vi) a certificate, dated as An ALTA/NSPS survey of the Transfer Date, executed on behalf of Property certified in a manner acceptable to Lender (the Company by the Company's duly authorized officers that, except as disclosed in Section 3.8 of the Disclosure Schedule (or otherwise disclosed pursuant to such certificate) (a) there are no Actions against the Company or, to the Company's knowledge, Gannett relating to the Business or the Assets pending, or, to the Company's Knowledge, threatened to be brought by or before any Governmental Authority, and (b) neither the Company nor, to the Company's Knowledge, Gannett is subject to any Governmental Orders (nor, are there any such Governmental Orders threatened to be imposed by any Governmental Authority) relating to the Business or the Assets“Survey”); (vii) domain name transfer agreements in form and substance reasonably Evidence satisfactory to Purchaser to perfect Lender that the transfer to Purchaser of all of the domain names of the StationsLoan-to-Value Ratio is no more than fifty percent (50%); (viii) all other instruments An Appraisal of conveyance and transfer sufficient to convey the Assets to PurchaserProperty; (ix) The most recent available financial statements of Borrower and Guarantor; (x) Evidence of satisfaction of the Flood Insurance Requirements; (xi) An environmental report with respect to the Property prepared by an environmental consultant acceptable to Lender; (xii) Reserved. ​ ​ (xiii) Evidence indicating compliance by the Improvements with applicable zoning requirements (without requirement for a variance); (xiv) Evidence that all utilities and municipal services (other than electricity and gas) required for the construction and operation of the Improvements are available at the Property; (xv) Copies of the executed Amazon Lease, together with a tenant estoppel certificate, and a fully executed subordination, non-disturbance and attornment agreement in form and substance acceptable to Lender for the Amazon Lease; (xvi) A Certification of Non-License Transfer onlyForeign Status; (xvii) A signed IRS Form W-8 or W-9 as applicable; (xviii) Reserved; (xix) A geotechnical report with respect to the Property prepared by an engineer acceptable to Lender, a duly executed counterpart and copies of all other inspection and test reports with respect to the Time Brokerage AgreementProperty made by, substantially in the form set forth in Exhibit C hereto or for, Borrower; (the "TIME BROKERAGE AGREEMENT")xx) The Beneficial Ownership Certification; and (xxxi) all other documents, instruments and writings required to be delivered by the Company at or prior to the Closing Date or the Non-License Transfer Date, as applicable, pursuant to this Agreement. (b) At the Non-License Transfer and the Closing, as applicable, Purchaser shall deliver to Company: (i) the Purchase Price in accordance with Section 2.3 hereof; (ii) a duly executed counterpart Copies of the Xxxx of Saleexecuted Development Agreement, Assignment Such other information and Assumption Agreement; (iii) at the Closing only, a duly executed counterpart of the Assignment of FCC Licenses; (iv) at the Non-License Transfer only, a duly executed counterpart of the Time Brokerage Agreement; and (v) all other documents, instruments and writings required to be delivered by Purchaser at or prior to the Closing Date or the Non-License Transfer Date, documents as applicable, pursuant to this AgreementLender may reasonably require. (c) Purchaser shall, at any time prior to, at or after the Transfer Date, take or cause to be taken such further actions, and execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, as may be reasonably requested by the Company in connection with the consummation of the transactions contemplated by this Agreement. The Company shall, at any time prior to, at or after the Transfer Date, take or cause to be taken such further actions, and execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, as may be reasonably requested by Purchaser in connection with the consummation of the transactions contemplated by this Agreement.

Additional Closing Deliveries. (a) At Lender shall have received the Non-License Transfer following on the date hereof in form and the Closing, as applicable, the Company shall deliver substance satisfactory to PurchaserLender: (i) a duly executed counterpart of the Xxxx of Sale, Assignment An opinion or opinions from counsel for Borrower and Assumption Agreement substantially in the form set forth in Exhibit A hereto (the "XXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT")Guarantor; (ii) at Current UCC, tax and judgment searches made in such places as Lender may specify, covering Borrower and showing no filings relating to, or which could relate to, the Closing only, a duly executed counterpart of the Assignment of FCC Licenses, substantially in the form set forth in Exhibit B hereto (the "ASSIGNMENT OF FCC LICENSES")Property other than those made hereunder; (iii) instruments of assignment with respect to all Evidence of the Company's rights and interests in the Leased Property and special warranty deeds (of a type equivalent to that known in New York as a "bargain and sale deed with covenants against grantor's actions") with respect to all of the Company's rights and interests in the Real Property, in recordable form sufficient to convey to Purchaser all of the Company's rights and interests or rights and interest in the Leased Property and the Real Property acquired by the Company from Gannett pursuant to the Gannett Purchase Agreementinsurance required under Section 6.01 hereof; (iv) an owner's affidavit, gap indemnity and such other customary documents and certificates as may be reasonably required by Purchaser's title insurance company A commitment to issue a Title Policy with respect to Purchaser's title insurance the Deed of Trust and the Real Property and any Leased PropertySecured Guaranty Deed of Trust, together with copies of all documentation evidencing exceptions raised therein; (v) evidence reasonably satisfactory A certificate of a secretary or assistant secretary of Borrower certifying as to Purchaser that (A) the third-party insurance policies listed in Section 3.9 operating agreement of Borrower, (B) the authorizing resolutions of Borrower, and (C) incumbency and specimen signatures of signatories for Borrower, together with (D) a copy of the Disclosure Schedule are in full force Certificate of Formation for Borrower certified by the Delaware Secretary of State as of a recent date, and effect with respect to (E) a certificate of good standing as of a recent date for Borrower from the period prior to Delaware Secretary of State, and (F) a certificate of good standing as of a recent date for Borrower from the Transfer Date (together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements, as reasonably requested by Purchaser, in favor California Secretary of Purchaser)State; (vi) A certificate of an authorized officer of each Xxxxxxx Guarantor, certifying as to (A) the operating agreement or limited partnership agreement, as applicable, of such Xxxxxxx Guarantor, (B) the authorizing resolutions of such Xxxxxxx Guarantor, and (C) incumbency and specimen signatures of signatories for such Xxxxxxx Guarantor, together with (D) a certificatecopy of the Certificate of Formation or Certificate of Limited Partnership, dated as applicable, for such Xxxxxxx Guarantor, certified by the Delaware Secretary of State as of a recent date, and (E) a certificate of good standing as of a recent date for such Xxxxxxx Guarantor from the Transfer DateDelaware Secretary of State as of a recent date; (vii) A certificate of an authorized officer of each Dune Guarantor, executed on behalf certifying as to (A) the authorizing resolutions of such Dune Guarantor, and (B) incumbency and specimen signatures of signatories for such Dune Guarantor, together with (C) a copy of the Company Certificate of Limited Partnership for such Dune Guarantor, certified by the Company's duly authorized officers thatDelaware Secretary of State as of a recent date, except and (D) a certificate of good standing as disclosed in Section 3.8 of a recent date for such Dune Guarantor from the Delaware Secretary of State as of a recent date; (viii) An ALTA survey of the Disclosure Schedule Property certified in a manner acceptable to Lender (the “Survey”); (ix) If required by Lender, evidence indicating whether the Property is located within a one hundred year flood plain or otherwise disclosed pursuant identified as a special flood hazard area as defined by the Federal Insurance Administration; and, if so, a flood notification form signed by the Borrower and evidence that flood insurance is in place for the building and contents, all in form and substance satisfactory to such certificateLender; (x) An Appraisal of the Property and the Other Property showing the Combined Loan-to-Value Ratio to be no more than seventy percent (70%); (xi) Evidence satisfactory to Lender that the Property and the Other Property satisfy a Combined Debt Yield Ratio of not less than eleven percent (11%); (xii) Evidence satisfactory to Lender that the Property and the Other Property satisfy a Combined Debt Service Coverage Ratio of not less than 1.50:1.00; (xiii) Evidence satisfactory to Lender showing that the Combined Loan Amount does not exceed seventy percent (70%) of the aggregate purchase price paid by Borrower, 3001 Mission Oaks and 3233 Mission Oaks for the acquisition of the Property and the Other Property; (xiv) If required by Lender, a so-called “PML” report with respect to the Property, which shall address (a) there are no Actions against the Company or, to the Company's knowledge, Gannett relating to the Business or the Assets pending, or, to the Company's Knowledge, threatened probable maximum loss that is likely to be brought sustained by the Property in the event of an earthquake or before any Governmental Authorityother seismic casualty at or affecting the Property, and (b) neither likelihood and likely intensity of an earthquake or other seismic casualty at or affecting the Company nor, to the Company's Knowledge, Gannett is subject to any Governmental Orders (nor, are there any such Governmental Orders threatened to be imposed by any Governmental Authority) relating to the Business or the AssetsProperty; (viixv) domain name transfer agreements Copies of all Leases covering any portion of the Property and/or the Improvements; (xvi) If required by Lender, a fully executed subordination, non-disturbance and attornment agreement and a tenant estoppel certificate executed by each tenant under a Lease, all in form and substance reasonably satisfactory acceptable to Purchaser to perfect the transfer to Purchaser of all of the domain names of the StationsLender; (viiixvii) all other instruments of conveyance and transfer sufficient to convey If required by Lender, evidence indicating compliance by the Assets to PurchaserImprovements with applicable zoning requirements (without requirement for a variance); (ixxviii) at If required by Lender, an environmental report with respect to the Property prepared by an environmental consultant acceptable to Lender; (xix) A Physical Conditions Report; (xx) A Certification of Non-License Transfer onlyForeign Status with respect to Borrower; (xxi) A signed IRS Form W8 and W9 with respect to Borrower, a duly executed counterpart as applicable; (xxii) Evidence that Borrower has retained JPMorgan Chase Bank, N.A. as its principal depository bank for property operating accounts related to the Property, and, to the extent permitted by law and contractual agreements, tenant security deposits for the Property; (xxiii) The most recently available financial statements of the Time Brokerage Agreement, substantially in the form set forth in Exhibit C hereto (the "TIME BROKERAGE AGREEMENT")each Guarantor; and (xxxiv) all Such other documents, instruments information and writings required to be delivered by the Company at or prior to the Closing Date or the Non-License Transfer Date, documents as applicable, pursuant to this AgreementLender may require. (b) At the Non-License Transfer and the Closing, as applicable, Purchaser shall deliver to Company: (i) the Purchase Price in accordance with Section 2.3 hereof; (ii) a duly executed counterpart of the Xxxx of Sale, Assignment and Assumption Agreement; (iii) at the Closing only, a duly executed counterpart of the Assignment of FCC Licenses; (iv) at the Non-License Transfer only, a duly executed counterpart of the Time Brokerage Agreement; and (v) all other documents, instruments and writings required to be delivered by Purchaser at or prior to the Closing Date or the Non-License Transfer Date, as applicable, pursuant to this Agreement. (c) Purchaser shall, at any time prior to, at or after the Transfer Date, take or cause to be taken such further actions, and execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, as may be reasonably requested by the Company in connection with the consummation of the transactions contemplated by this Agreement. The Company shall, at any time prior to, at or after the Transfer Date, take or cause to be taken such further actions, and execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, as may be reasonably requested by Purchaser in connection with the consummation of the transactions contemplated by this Agreement.