Common use of At Closing Clause in Contracts

At Closing. No later than fifteen (15) calendar days prior to the ---------- Closing Date, Seller shall deliver to Buyer Seller's certificate estimated as of the Closing Date ("Closing Adjustments") setting forth the Four Month Basic Subscribers Average, and the number of Bulk Units and all adjustments proposed to be made at the Closing as of the Closing Date. The Closing Adjustments shall include, without limitation, the Subscriber Adjustment, prepaid subscriptions, rents, franchise fees, utilities, service contracts, vehicle and other lease payments and other prepaid and periodic obligations with respect to the Assets purchased hereunder. Prior to Closing, Seller shall provide Buyer or Buyer's representative with copies of all books and records as Buyer may reasonably request for purposes of verifying the Closing Adjustments and shall meet with Buyer's accountants and other representatives, but without limiting Seller's obligations hereunder to certify all the Closing Adjustments. At the Closing, all adjustments will be made on the basis of Seller's certificate, provided Buyer has not given notice to Seller that, in Buyer's opinion, the proposed adjustments are materially incorrect. If Buyer gives notice that in its opinion, the proposed adjustments are materially incorrect, and if the parties have not been able to resolve the matter prior to the Closing Date, any disputed amounts shall be paid by the party to be charged with a disputed adjustment, into escrow, and shall be held by the Escrow Agent in accordance with the Escrow Agreement until the matter is resolved. The Purchase Price shall be reduced by an amount equal to the sum of (a) $1,650 multiplied by the number by which the Four Month Basic Subscribers Average is less than 6,430 and (b) $750 multiplied by the number by which the number of Bulk Units is less than 390 at the Closing Date (the "Subscriber Adjustment").

At Closing. No later than fifteen (15i) calendar days prior to the ---------- Closing Date, Seller The Shareholders shall deliver to Buyer SellerPurchaser certificates representing the Shares, duly endorsed for transfer, with all required stock transfer stamps, if any, affixed. (ii) Upon delivery of the certificates representing the Shares by the Shareholders, Purchaser shall pay the Purchase Price as follows: (A) Purchaser shall deposit $525,000 with First Union National Bank ("ESCROW AGENT") to be invested, held and disbursed in accordance with that certain Escrow Agreement, of even date herewith, among Purchaser, the Shareholders and Escrow Agent, a copy of which is attached hereto as EXHIBIT A (such sum, together with all interest thereon and other accretions thereto, the "ESCROW FUND"); (B) Purchaser and the Shareholders shall instruct UMB Bank, N.A., to deliver the Xxxxxxx Money (as defined in that certain Good Faith Escrow Agreement, dated July 28, 1997, among Purchaser, the Shareholders, and UMB Bank, N.A.) to the Shareholders; and (C) Subject to adjustment as provided in the next paragraph, Purchaser shall pay to the Shareholders by wire transfer to bank accounts designated by the Shareholders, the amount of $6,475,000, less the Xxxxxxx Money. (D) The purchase price to be paid to the Shareholders pursuant to this SECTION 1.3 shall be adjusted as follows: (i) if Company's certificate estimated net book value as reflected on the Estimated Closing Date Balance Sheet (as defined in the following paragraph) exceeds Company's net book value as reflected on Company's consolidated balance sheet as of January 31, 1997 (the "JANUARY 31 BALANCE SHEET"), such excess shall be added to the cash purchase price to be paid at the Closing; or (ii) if Company's net book value as reflected on the Estimated Closing Date Balance Sheet is less than Company's net book value as reflected on the January 31 Balance Sheet, such difference shall be subtracted from the cash purchase price to be paid at the Closing. (iii) The parties shall mutually agree upon a consolidated balance sheet reflecting the assets and liabilities of Company as of the Closing Date (the "Closing AdjustmentsESTIMATED CLOSING DATE BALANCE SHEET") setting forth the Four Month Basic Subscribers Average, and the number of Bulk Units and all adjustments proposed to be made at the Closing ). Except as of the Closing Date. The Closing Adjustments shall include, without limitationexpressly provided in this SECTION 1.3(B), the Subscriber Adjustment, prepaid subscriptions, rents, franchise fees, utilities, service contracts, vehicle and other lease payments and other prepaid and periodic obligations with respect to the Assets purchased hereunder. Prior to Closing, Seller shall provide Buyer or Buyer's representative with copies of all books and records as Buyer may reasonably request for purposes of verifying the Estimated Closing Adjustments and shall meet with Buyer's accountants and other representatives, but without limiting Seller's obligations hereunder to certify all the Closing Adjustments. At the Closing, all adjustments will be made on the basis of Seller's certificate, provided Buyer has not given notice to Seller that, in Buyer's opinion, the proposed adjustments are materially incorrect. If Buyer gives notice that in its opinion, the proposed adjustments are materially incorrect, and if the parties have not been able to resolve the matter prior to the Closing Date, any disputed amounts Date Balance Sheet shall be paid by the party to be charged with a disputed adjustment, into escrow, and shall be held by the Escrow Agent prepared in accordance with GAAP (as defined in ARTICLE 7). Obsolete Inventory (as defined in ARTICLE 7) of Company and the Escrow Agreement until Subsidiaries shall not be included on the matter is resolved. The Purchase Price shall be reduced by an amount equal to the sum of (a) $1,650 multiplied by the number by which the Four Month Basic Subscribers Average is less than 6,430 and (b) $750 multiplied by the number by which the number of Bulk Units is less than 390 at the Closing Date (the "Subscriber Adjustment").Estimated Closing

At Closing. No later than fifteen (15) calendar days prior Buyer shall deposit with the Escrow Agent, a sum equal to the ---------- Closing Date, Seller shall deliver to Buyer Seller's certificate estimated as of Estimated Aged Accounts Amount (the Closing Date ("Closing AdjustmentsAged Accounts Escrow Deposit") setting forth the Four Month Basic Subscribers Average, and the number of Bulk Units and all adjustments proposed to be made at the Closing as of the Closing Date. The Closing Adjustments shall include, without limitation, the Subscriber Adjustment, prepaid subscriptions, rents, franchise fees, utilities, service contracts, vehicle and other lease payments and other prepaid and periodic obligations with respect to the Assets purchased hereunder. Prior to Closing, Seller shall provide Buyer or Buyer's representative with copies of all books and records as Buyer may reasonably request for purposes of verifying the Closing Adjustments and shall meet with Buyer's accountants and other representatives, but without limiting Seller's obligations hereunder to certify all the Closing Adjustments. At the Closing, all adjustments will be made on the basis of Seller's certificate, provided Buyer has not given notice to Seller that, in Buyer's opinion, the proposed adjustments are materially incorrect. If Buyer gives notice that in its opinion, the proposed adjustments are materially incorrect, and if the parties have not been able to resolve the matter prior to the Closing Date, any disputed amounts shall be paid by the party to be charged with a disputed adjustment, into escrow, and shall be held by the Escrow Agent pursuant to the terms of this Section 2.2(c) and the terms of the Escrow Agreement. During the Escrow Period, the Buyer shall use its commercially reasonable efforts in the ordinary course of business and consistent with Buyer's past practices to collect the Aged Accounts. NSC shall forward to Buyer on a weekly basis during the Escrow Period all payments that it receives on the Aged Accounts or any other accounts receivable of the Business, together with an accounting therefor. Within twenty-five (25) days after the end of each calendar quarter during the Escrow Period, Buyer shall deliver to NSC a report setting forth a summary of the Aged Accounts that were collected by Buyer during such preceding calendar quarter or portion thereof, and Buyer and NSC shall jointly direct Escrow Agent to pay such amount, together with interest earned thereon, to NSC from the Aged Accounts Escrow Deposit. Buyer shall apply all payments received from customers on and after the Closing Date to the respective customer's oldest accounts first, unless a debtor indicates the specific account or invoice it is paying in which event payment shall be applied to that account or invoice. Buyer and NSC agree that they will not willfully influence account specification pursuant to the preceding sentence (although Buyer may contact an account debtor to inquire or confirm whether a particular payment is intended for a particular invoice if not otherwise indicated from the payment). Buyer and NSC shall cooperate with each other in communicating and making sure that payments on the accounts receivable of the Business are allocated to the correct invoice and any payments thereon received by NSC are forwarded to Buyer. Buyer's management, including CA, shall have authority to settle, compromise and collect the Aged Accounts in such manner as they determine during the Escrow Period utilizing commercially reasonable standards. Within twenty-five (25) days after the end of the Escrow Period, Buyer shall deliver to NSC a final summary of the Aged Accounts that were collected or settled by Buyer during the Escrow Period (the "Aged Accounts Report"). Upon receipt of the Aged Accounts Report, NSC shall have a period of up to thirty (30) days to review the Aged Accounts Report. If NSC approves the Aged Accounts Report or does not notify Buyer in writing during such thirty (30) day period that it disputes the Aged Accounts Report, the Aged Accounts Report shall become the Final Aged Accounts Report. If NSC notifies Buyer in writing within such thirty (30) day period that it disputes the Aged Account Report, indicating the items it disputes, the disputed items shall be resolved by the Arbitrator in accordance with the procedures set forth in Section 2.3.4, and upon resolution, the Aged Accounts Report, as modified, if at all, by arbitration, shall become the Final Aged Accounts Report. Any Aged Accounts that remain outstanding as of the end of the Escrow Agreement until Period, as shown on the matter is resolved. The Purchase Price Final Aged Accounts Report, are referred to herein as the "Uncollected Aged Accounts." Within five (5) business days of the determination of the Final Aged Accounts Report, NSC and Buyer shall be reduced by direct the Escrow Agent to pay out of the Escrow Deposit (i) an amount equal to the sum face amount of the Uncollected Aged Accounts (aplus interest accrued thereon) $1,650 multiplied by the number by which the Four Month Basic Subscribers Average is less than 6,430 to Buyer, and (bii) $750 multiplied an amount equal to the remaining amount of the Aged Accounts Escrow Deposit (plus interest accrued thereon) to NSC. Upon such payments, Buyer shall assign to NSC, without recourse or warranty, the Uncollected Aged Accounts, if any. Notwithstanding anything to the contrary in this Agreement, neither NSC or its Members or any of their respective affiliates shall take any action or file any lawsuits to collect or enforce any of the Uncollected Aged Accounts, nor shall NSC sell or transfer any of the Uncollected Aged Accounts, except as otherwise expressly permitted by Section 12(e) hereof. Buyer shall promptly remit to NSC any amounts subsequently received by Buyer with respect to the number by which Uncollected Aged Accounts assigned to NSC hereunder. The parties agree that in no event will Buyer or NSC be entitled to receive any portion of the number of Bulk Units is less than 390 at the Closing Date (the "Subscriber Adjustment"Aged Accounts Receivable Amount under this Agreement except as specifically set forth in this Section 2.2(c).

At Closing. No later than fifteen the Buyer Parties shall pay or cause to be paid, (15y) calendar days prior to if the ---------- Closing Date, Seller shall deliver to Buyer Seller's certificate estimated as amount of the Pre-Closing Date ("Closing Adjustments") setting forth Estimated Working Capital exceeds the Four Month Basic Subscribers Average, and the number of Bulk Units and all adjustments proposed to be made at the Closing as amount of the Closing Date. The Closing Adjustments shall includeTarget Working Capital, without limitation, the Subscriber Adjustment, prepaid subscriptions, rents, franchise fees, utilities, service contracts, vehicle and other lease payments and other prepaid and periodic obligations with respect to the Assets purchased hereunder. Prior to Closing, Seller shall provide Buyer or Buyer's representative with copies of all books and records as Buyer may reasonably request for purposes of verifying the Closing Adjustments and shall meet with Buyer's accountants and other representatives, but without limiting Seller's obligations hereunder to certify all the Closing Adjustments. At the Closing, all adjustments will be made on the basis of Seller's certificate, provided Buyer has not given notice to Seller that, in Buyer's opinion, the proposed adjustments are materially incorrect. If Buyer gives notice that in its opinion, the proposed adjustments are materially incorrect, and if the parties have not been able to resolve the matter prior to the Closing Date, any disputed amounts shall be paid by the party to be charged with a disputed adjustment, into escrow, and shall be held by the Escrow Agent in accordance with the Escrow Agreement until the matter is resolved. The Purchase Price shall be reduced by an amount equal to the sum Base Purchase Price plus the Pre-Closing Estimated Cash plus the amount of such excess minus the Pre-Closing Estimated Accrued Taxes, or (az) $1,650 multiplied by if the number by which amount of the Four Month Basic Subscribers Average Pre-Closing Estimated Working Capital is less than 6,430 the amount of the Target Working Capital, an amount equal to the Base Purchase Price plus the Pre-Closing Estimated Cash minus the amount of such deficit minus the Pre-Closing Estimated Accrued Taxes (as the case may be, the “Closing Payment”), as follows, by wire transfer of immediately available U.S. funds to such account(s) and (b) $750 multiplied pursuant to such wire instructions as are designated by the number Stockholder to Buyer in writing prior to the Closing: (i) as contemplated by which Section 3.02(g), the number unpaid principal amount of, all interest on, all premiums, if any, and all other costs, expenses and other amounts owed to any Person in respect of Bulk Units is less than 390 at all Debt of the Acquired Companies relating to the Business shall be paid to such Person or Persons in full (all such Debt, “Closing Debt”); (ii) the Transaction Expenses or payments related thereto shall be fully funded with a portion of the Closing Date Payment to the appropriate Person(s); (iii) all amounts, if any, to be paid to individuals by the "Subscriber Adjustment"Stockholder, any Acquired Company or any of their respective Affiliates as a result of the consummation of the Transaction, including any change of control payments, stay bonuses, retention bonuses and similar amounts payable in connection with the transactions contemplated hereby, together with the employer portion of any payroll Taxes due in connection with all of the foregoing payments, shall be paid to the payroll account of SPG and/or the Stockholder (or one or more additional Affiliates of the Stockholder) for subsequent payment by SPG and/or the Stockholder (or such additional Affiliate(s).) to the appropriate Person(s) (including pursuant to the covenants and agreements set forth in Section 6.21 hereof) and the remittance of any payroll Taxes in accordance with applicable Laws; (“Bonus Payments”, and together with the Closing Debt and Transaction Expenses, the “Settlement Amounts”);

At Closing. No later Buyer may deliver to Sellers a description of the payroll checks and other payroll transfers which Buyer desires to make against Sellers' account immediately following Closing ("Special Payroll"). On October 8, 1999, Buyer will deposit the amount of the Special Payroll in immediately available funds with Sellers in an account designated by Sellers and Sellers will honor the Special Payroll checks and transfers. Other payroll checks and transfers issued prior to Closing from payroll account number 3750928824 have already been charged to Company ("Payroll Account Checks"). With respect to all checks or other transfers, other than fifteen (15) calendar days the special payroll and the Payroll Account Checks, which Buyer has made on Sellers' or its Affiliates' accounts and which are outstanding at Closing, for each successive seven-day period following the Closing, the total of all checks of the Company issued by the Company prior to the ---------- Closing DateEffective Time, Seller shall deliver to Buyer Seller's certificate estimated as other than the Special Payroll, made payable from accounts of the Closing Date Sellers or their Affiliates, which clear such accounts during such seven-day period, shall be submitted, together with any associated bank charges, in an invoice by Sellers to the Company for payment by the Company no later than five ("Closing Adjustments"5) setting forth the Four Month Basic Subscribers Averagedays after submission of such invoice. One hundred eighty (180) days after Closing, Sellers shall cancel all such checks which remain outstanding, and the number of Bulk Units and all adjustments proposed to Company will be made at the Closing as of the Closing Dateresponsible for any indebtedness related thereto. The Closing Adjustments shall include, without limitation, the Subscriber Adjustment, prepaid subscriptions, rents, franchise fees, utilities, service contracts, vehicle and other lease payments and other prepaid and periodic obligations with respect to the Assets purchased hereunder. Prior to Closing, Seller shall provide Buyer or Buyer's representative with copies of all books and records as Buyer may reasonably request for purposes of verifying the Closing Adjustments and shall meet with Buyer's accountants and other representatives, but without limiting Seller's obligations hereunder to certify all the Closing Adjustments. At the Closing, all adjustments will be made on the basis of Seller's certificate, provided Buyer has not given notice to Seller that, in Buyer's opinion, the proposed adjustments are materially incorrect. If Buyer gives notice that in its opinion, the proposed adjustments are materially incorrect, and if the parties have not been able to resolve the matter prior to the Closing Date, any disputed amounts Company shall be paid by the party to be charged liable for all obligations in connection with a disputed adjustmentsuch checks originally issued on accounts of Sellers and their Affiliates, into escrowincluding those under escheat laws, and shall be held by the Escrow Agent in accordance hold Sellers harmless with the Escrow Agreement until the matter is resolvedrespect thereto; 2. The Purchase Price shall be reduced by an amount equal to the sum of Subparagraphs (a) $1,650 multiplied by the number by which the Four Month Basic Subscribers Average is less than 6,430 and (b) $750 multiplied by of Section 2.9 shall be modified to include the number by which following new subparagraphs: (a) (x) the number split-dollar life insurance policy on the life of Bulk Units is less than 390 at X. Xxxxxxxx and all benefits and rights thereunder. (a) (xi) any material and inventory related to the Closing Date (the "Subscriber Adjustment")DCSI products.

At Closing. No later than fifteen (15) calendar days prior to the ---------- Closing Date, Seller shall deliver deposit in escrow with Escrowee the aggregate rent (including expense recovery charges) set forth on Schedule H annexed hereto (except as may be reduced pursuant to Buyer Seller's certificate estimated Section 15.3 below) ("PAD ESCROW") payable by the Space Tenants listed on Schedule H (each, and, if applicable, their replacements, individually, a "PAD TENANT" and, collectively, the "PAD TENANTS") for the first twelve (12) months (the "INITIAL PERIOD") of the twenty four (24) month period commencing as of the Closing Date (such 24 month period, the "Closing AdjustmentsPAD TERM" and the second twelve (12) months of the Pad Term (the "SECOND PERIOD"). The Pad Escrow shall be held in an interest bearing account pursuant to the escrow instructions set forth on EXHIBIT 14 (as amended in this Third Amendment). If, during the Pad Term, any Pad Tenant shall make a monthly rent payment to Purchaser which is less than the monthly amount corresponding to such Pad Tenant on Schedule H and such reduction in rent is due directly to the Proceeding, Purchaser shall be entitled to withdraw, at any time after the fifteenth (15th) day (the "WITHDRAWAL DATE") setting of the applicable month, from the Pad Escrow the monthly rental payment for such Pad Tenant as set forth on Schedule H less any amount received by Purchaser allocable to the Four Month Basic Subscribers AveragePad Tenant (and if Purchaser thereafter receives any amount allocable to the Pad Tenant whether during the Pad Term or after the expiration of the Pad Term, which is attributable to the month for which Purchaser received an escrow withdrawal, Purchaser shall promptly remit such amount to Escrowee if received during the Initial Period and to Seller if received during the number of Bulk Units and all adjustments proposed to be made at Second Period). Commencing on the Closing as first anniversary of the Closing Date, Escrowee shall distribute to Seller the balance of the Pad Escrow attributable to a particular month in the Second Period immediately after the earlier of (i) Purchaser's Pad Escrow withdrawal for such month or (ii) ten (10) days after the applicable Withdrawal Date. The Closing Adjustments Upon the expiration of the Pad Term, Escrowee shall includedistribute to Seller the balance of the Pad Escrow, without limitationif any, and Seller shall be released from all liability to Purchaser under this Article 15. Notwithstanding the Subscriber Adjustmentforegoing, prepaid subscriptions, rents, franchise fees, utilities, service contracts, vehicle and other lease payments and other prepaid and periodic obligations with respect to the Assets purchased hereunder. Prior extent any Pad Tenant delivers a "not sufficient funds" check to ClosingPurchaser, and a corresponding sum is released to Seller during the Second Period, pursuant to the terms of this paragraph, Seller shall provide Buyer or Buyer's representative with copies agrees to reimburse Purchaser therefor within thirty (30) days after receipt of all books and records as Buyer may reasonably request for purposes of verifying the Closing Adjustments and shall meet with Buyer's accountants and other representatives, but without limiting Seller's obligations hereunder to certify all the Closing Adjustments. At the Closing, all adjustments will be made on the basis of Seller's certificate, provided Buyer has not given notice to Seller that, in Buyer's opinion, the proposed adjustments are materially incorrect. If Buyer gives notice that in its opinion, the proposed adjustments are materially incorrect, and if the parties have not been able to resolve the matter prior to the Closing Date, any disputed amounts shall be paid by the party to be charged with a disputed adjustment, into escrow, and shall be held by the Escrow Agent in accordance with the Escrow Agreement until the matter is resolved. The Purchase Price shall be reduced by an amount equal to the sum of (a) $1,650 multiplied by the number by which the Four Month Basic Subscribers Average is less than 6,430 and (b) $750 multiplied by the number by which the number of Bulk Units is less than 390 at the Closing Date (the "Subscriber Adjustment")from Purchaser.

At Closing. No later than fifteen Buyer shall pay the Purchase Price as adjusted in accordance with the provisions of this Agreement; and Buyer shall execute and deliver such other instruments as Seller may reasonably request in connection with or to consummate the transactions contemplated by this Agreement. (15A) calendar days prior to the ---------- Closing DateAt Closing, Seller shall deliver to Buyer the following: (a) A Special Warranty Deed in favor of Buyer for the Real Estate in proper recordable form and duly executed and acknowledged by Seller's certificate estimated as . (b) A F.I.R.P.T.A. affidavit. (c) It shall be a condition precedent to Buyer’s obligation to remit the remainder of the Purchase Price to the Title Company on the Closing Date and effectuate the transaction contemplated herein that on or before the third ("Closing Adjustments"3rd) setting forth the Four Month Basic Subscribers Average, and the number of Bulk Units and all adjustments proposed to be made at the Closing as of the Closing Date. The Closing Adjustments shall include, without limitation, the Subscriber Adjustment, prepaid subscriptions, rents, franchise fees, utilities, service contracts, vehicle and other lease payments and other prepaid and periodic obligations with respect to the Assets purchased hereunder. Prior to Closing, Seller shall provide Buyer or Buyer's representative with copies of all books and records as Buyer may reasonably request for purposes of verifying the Closing Adjustments and shall meet with Buyer's accountants and other representatives, but without limiting Seller's obligations hereunder to certify all the Closing Adjustments. At the Closing, all adjustments will be made on the basis of Seller's certificate, provided Buyer has not given notice to Seller that, in Buyer's opinion, the proposed adjustments are materially incorrect. If Buyer gives notice that in its opinion, the proposed adjustments are materially incorrect, and if the parties have not been able to resolve the matter business day prior to the Closing Date, Buyer shall have received an estoppel certificate from each tenant under a Space Lease each such estoppel to be dated not more than 30 days prior to the Closing Date, in either the form required by its Space Lease, or otherwise in the form attached hereto as Exhibit 10, and made a part hereof, as well as Seller’s estoppel in the form of Exhibit 10. If Seller is unable to obtain any disputed amounts such required estoppel from a tenant prior to Closing, Seller shall deliver its own estoppel in the form attached as Exhibit 10 (provided, however, Buyer shall not be obligated to accept Seller’s estoppel, which shall survive Closing (but if post-Closing Seller delivers any such tenant estoppel, Seller shall be paid relieved from responsibility under any Seller estoppel it delivered regarding all matters confirmed by such tenant estoppel). If Seller fails to deliver any such required estoppel, Seller shall have no liability by reason thereof provided, however that Seller shall not be required to deliver its own estoppel containing an assertion that Seller in good faith believes to be untrue, and Buyer’s sole right shall be to terminate this Agreement and to obtain a refund of the Deposit as set forth in Section 14.3. If any estoppel certificate is dated earlier than forty (40) days prior to the Closing Date, in lieu of requiring Seller to obtain a new estoppel from the subject tenant(s), which shall be required of Seller if any estoppel certificate is dated earlier than sixty (60) days prior to the Closing Date, Buyer agrees that Seller may deliver, at Closing, its representation that to the best of Seller’s knowledge, the facts in said estoppel remain true in all material respects as of the Closing Date. (d) Seller shall use its commercially reasonable good faith efforts to obtain, prior to the expiration of the Due Diligence Period, an estoppel certificate from each party to, or affected by any declaration, association, reciprocal easement, or like agreement affecting the Property (hereinafter “REA estoppel”). Seller will request that the estoppel be in a form substantially similar to the form attached hereto as Exhibit 11 and made a part hereof. In the alternative, within five (5) days of the date this Agreement is fully executed by Seller and Buyer, Seller shall provide Buyer with the necessary information for each REA party such that during the Due Diligence Period, Buyer may request the REA estoppel from the REA parties directly. In the event Seller and Buyer are unable to obtain these estoppels despite Seller’s commercially reasonable good faith efforts prior to the expiration of the Due Diligence Period, Seller may deliver and Buyer may accept (although nothing contained herein shall require Buyer to accept), its own estoppel in the form attached as Exhibit 11, which shall survive Closing (but if post-Closing Seller delivers any such REA estoppel, Seller shall be relieved from responsibility under any Seller estoppel it delivered regarding all matters confirmed by such “REA” estoppel). (e) It shall be a condition precedent to Buyer’s obligation to remit the remainder of the Purchase Price to the Title Company on the Closing Date and effectuate the transaction contemplated herein that on or before the third (3rd) business day prior to the Closing Date, Buyer shall have received an assignment of all warranties and guaranties, if available, for materials and workmanship benefiting the Property, including an acknowledgment by the party material and/or service provider of the acceptance of the assignment where required by the terms of the warranty and/or guaranty, with all fees and costs of such assignment (and inspection, if required) (not to be charged with a disputed adjustmentexceed One Thousand Dollars ($1,000.00)) being paid at the sole cost and expense of Seller; any such costs or fees in excess of One Thousand Dollars ($1,000.00) being shared equally between the parties hereto. (B) At Closing, into escrowSeller and Buyer shall each execute and deliver to the other the following: (a) An Assignment and Assumption Agreement for the Space Leases in the form of Exhibit 4 attached hereto. (b) An Assignment and Assumption Agreement for the Service Contracts, in the form of Exhibit 5 attached hereto. (c) Notices to tenants, in the form attached hereto as Exhibit 14, and shall be held made a part hereof, notifying them of the sale and (if applicable) the transfer of their security deposit to Buyer. (d) Notice to OEA parties in form required by the Escrow Agent OEA. (e) To the extent at closing Seller has not entered into a lease for the space for 2,675 square feet vacancy noted on Exhibit 9, then Seller shall master lease same pursuant to the terms hereof (the “New Vacant Space”) a Master Lease for a term expiring on the earlier of (i) twelve (12) months or (ii) such date as Seller leases the Vacant Space. Lease-up of the Property shall in accordance with the Escrow Agreement until the matter no event yield an average Fixed Rent and Reimbursements amount that is resolved. The Purchase Price shall be reduced by an amount equal to less than the sum of Fixed Rent and Reimbursements per the Rent Roll. The Master Lease shall be in the form of Exhibit 8 attached hereto and shall incorporate that portion of the Property vacant space for which a bona fide Space Lease(s) had been executed but have become vacant between the date hereof and the date of Closing with the “Tenant Conditions” (aas hereinafter defined) $1,650 multiplied having been satisfied. For the purposes hereof, the Tenant Conditions for any Property vacant space gross leasable area are hereby defined as (i) a signed lease, and (ii) with Tenant either paying full rent and reimbursements or the all conditions precedent to Rent Commencement Date (as defined in such tenant lease) shall have occurred or been satisfied and (iii) with all the leasing commissions and tenant improvement allowances either paid for by Seller or credited to Buyer and (iv) with a certificate of occupancy or its equivalent occupancy permit issued by the number by which local governmental authorities, for such tenant’s respective demised premises (v) Tenant shall have open and operated for its permitted use for at lease one day (vi) and Seller obtains an estoppel from Tenant that the Four Month Basic Subscribers Average delivery conditions (i.e. Landlord Work) has been completed or Seller shall give a Seller estoppel to that effect. If a bona fide Space Lease for the Vacant Space or any portion thereof with the Tenant Conditions satisfied is less than 6,430 executed prior to the Closing Date, the parties shall either not enter into a Seller Lease or the applicable provisions thereof (including but not limited to the annual base rent) shall be adjusted accordingly to reflect that portion of the Vacant Space that is leased and (b) $750 multiplied thus released and not covered by the number Master Lease. Seller acknowledges and agrees that it shall be responsible for placing all vacant space in Vanilla Box condition however, it may be satisfied by which the number of Bulk Units is less than 390 at the Closing Date (the "Subscriber Adjustment")second generation space in “as is” condition such that a tenant has already occupied same, and needn’t be in “new” condition.

At Closing. No later than fifteen Buyer shall retain the Warehouse Inventory Retained Amount for ultimate retention or distribution as provided in this Section 2.04(b). Seller and Buyer (15) calendar days prior to with the ---------- Closing Date, Seller shall deliver to Buyer Seller's certificate estimated as assistance of their consultants and the participation of the Closing Date Companies and their consultants, if desired) shall conduct a physical count of all inventory located at the warehouse locations on March 18, 2002, with such actual physical count to be concluded at all warehouses by the Closing. If Seller and Buyer agree upon the value of the Eligible Inventory at those locations, such agreement shall constitute the "Final Warehouse Inventory Amount". If the parties cannot so agree, the parties shall agree upon one of the accounting firms commonly known as the "Big Five" or some other person or entity mutually acceptable to Seller and Buyer to resolve any such disputes between the parties as to such value (the "Closing AdjustmentsArbiter") setting forth the Four Month Basic Subscribers Average), and the number Arbiter will be required to render such decision within thirty (30) days of Bulk Units the Arbiter's retention. In such an instance, the value as so resolved by the Arbiter shall be binding on the parties, absent manifest error, and all adjustments proposed shall constitute the "Final Warehouse Inventory Amount". In order to permit the Final Warehouse Inventory Amount to be made determined, no inventory shall be moved from any warehouse location for a period of at the Closing as of least ten days after the Closing Date. The Closing Adjustments fees, costs, and expenses of the Arbiter shall include, without limitationbe borne equally by Buyer and Seller. In calculating such value, the Subscriber Adjustmentparties (and if necessary, prepaid subscriptions, rents, franchise fees, utilities, service contracts, vehicle and other lease payments and other prepaid and periodic obligations with respect to the Assets purchased hereunder. Prior to Closing, Seller Arbiter) shall provide Buyer or Buyer's representative with copies use the same method of all books and records as Buyer may reasonably request for purposes of verifying calculation used in determining the Closing Adjustments and shall meet with Buyer's accountants and other representatives, but without limiting Seller's obligations hereunder to certify all the Closing Adjustments. At the ClosingPreliminary Warehouse Inventory Amount (i.e., all adjustments Eligible Raw Materials Inventory will be made on valued at seventy-five percent (75%) of the basis lesser of Seller's certificatecost or fair market value, provided and the Eligible Finished Goods Inventory will be valued at seventy-five percent (75%) of the Companies' booked cost), and all such amounts shall be determined in accordance with GAAP. If the final Warehouse Inventory Amount exceeds the Preliminary Warehouse Inventory Amount, the Buyer has not given notice to shall pay the Seller thatwithin five business days of such determination such difference as a purchase price adjustment, and further shall pay the Seller the entire amount of the Warehouse Inventory Retained Amount, in Buyer's opinion, the proposed adjustments are materially incorrect. If Buyer gives notice that in its opinion, the proposed adjustments are materially incorrectimmediately available funds, and if the parties have not been able Preliminary Warehouse Inventory Amount exceeds the Final Warehouse Inventory Amount, Buyer shall be entitled to resolve retain the matter prior Warehouse Inventory Retained Amount equal to such amount as a purchase price adjustment and shall pay the balance thereof (if any) to Seller within five days of such determination in immediately available funds. Notwithstanding any other provision of this Agreement to the Closing Datecontrary, any disputed amounts Buyer's recourse in such instance shall be paid by solely and exclusively to the party to be charged with a disputed adjustment, into escrowWarehouse Inventory Retained Amount, and Seller shall be held by have no affirmative liability to Buyer in the Escrow Agent in accordance with event that the Escrow Agreement until difference believes the matter is resolved. The Purchase Price shall be reduced by an amount equal to Preliminary Warehouse Inventory Amount and the sum of (a) Final Warehouse Inventory Amount exceeds $1,650 multiplied by the number by which the Four Month Basic Subscribers Average is less than 6,430 and (b) $750 multiplied by the number by which the number of Bulk Units is less than 390 at the Closing Date (the "Subscriber Adjustment")50,000.

At Closing. No later than fifteen (15i) calendar days prior to Conopco shall (and shall cause the ---------- Closing Dateapplicable Sellers to) sell, Seller shall assign, transfer and deliver to Buyer Seller's certificate estimated as of the Closing Date or one or more Designated Buyers ("Closing Adjustments") setting forth the Four Month Basic Subscribers Average, and the number of Bulk Units and all adjustments proposed to be made at designated by Buyer as such on Schedule 2.1 and delivered to Conopco no later than 30 Business Table of Contents Days after the Closing as date of this Agreement (or earlier if reasonably required by Conopco in order for it to comply with Applicable Law); provided, however, that Buyer shall have the Closing Date. The Closing Adjustments right, with Conopco’s consent (which consent shall includenot be unreasonably withheld or delayed), without limitation, the Subscriber Adjustment, prepaid subscriptions, rents, franchise fees, utilities, service contracts, vehicle and other lease payments and other prepaid and periodic obligations with respect to the Assets purchased hereunder. Prior to Closing, Seller shall provide Buyer or Buyer's representative with copies of all books and records as Buyer may reasonably request for purposes of verifying the Closing Adjustments and shall meet with Buyer's accountants and other representatives, but without limiting Seller's obligations hereunder to certify all the Closing Adjustments. At the Closing, all adjustments will be made on the basis of Seller's certificate, provided Buyer has not given notice to Seller that, in Buyer's opinion, the proposed adjustments are materially incorrect. If Buyer gives notice that in its opinion, the proposed adjustments are materially incorrect, and if the parties have not been able to resolve the matter amend such Schedule up until five Business Days prior to the Closing Date), any disputed amounts the Sold Shares and Assets (other than the UK Shares and the Note Shares and Assets) (the “Non-UK Shares and Assets”) free of all Encumbrances (other than Permitted Encumbrances and Permitted IP Licenses and consistent with the representations and warranties of Conopco in Article IV that relate to title to such Sold Shares and Assets), and Buyer shall be paid (and shall cause each Designated Buyer to) purchase and accept the Non-UK Shares and Assets, as at and with effect from Closing, from the applicable Sellers, subject to the related Assumed Liabilities; and (ii) The applicable Share Seller, through the agency of Conopco, shall sell, assign, transfer and deliver to the Designated UK Buyer the UK Shares free of all Encumbrances (other than Permitted Encumbrances and Permitted IP Licenses and consistent with the representations and warranties of Conopco in Article IV that relate to title to the UK Shares), and the Designated UK Buyer (through the agency of Commercial Markets, Inc.) shall purchase and accept the UK Shares from the applicable Share Seller; and (iii) In consideration of the sale of the Non-UK Shares and Assets and the UK Shares by the party applicable Sellers, the applicable Designated Buyers (through the agency of Commercial Markets, Inc.) shall pay to be charged with a disputed adjustment, into escrow, and shall be held by Conopco (or the Escrow Agent in accordance with the Escrow Agreement until the matter is resolved. The Purchase Price shall be reduced by applicable Sellers) an aggregate amount equal to the sum of $1,345,000,000 which represents (ax) $1,650 multiplied by 1,000,000,000 (the number by “Base Cash Payment”) plus (y) $345,000,000, which aggregate amount shall be payable at Closing in the Four Month Basic Subscribers Average is less than 6,430 following amounts and currencies: (A) $479,400,000 and (bB) $750 multiplied by EUR 983,859,968, each in immediately available funds, subject to adjustment as provided in this Agreement (collectively, as so adjusted, the number by which the number of Bulk Units is less than 390 at the Closing Date (the "Subscriber Adjustment"“Cash Payment”).