Common use of Certain Transitional Matters Clause in Contracts

Certain Transitional Matters. (a) Notwithstanding anything to the contrary contained in this Agreement, any Bxxx of Sale, or any Assignment and Assumption Agreement, to the extent that the sale or delegation by the Sellers, or the purchase or assumption by the Buyer, of any of the Purchased Assets or any of the Assumed Liabilities requires any Consent or Regulatory Approval, this Agreement, the applicable Bxxx of Sale and the applicable Assignment and Assumption Agreement shall constitute the Sellers’ agreement to sell and delegate, and the Buyer’s agreement to purchase and assume, such Purchased Assets and Assumed Liabilities as promptly as practicable following the obtainment of any necessary Consent or Regulatory Approval; provided, that from and after the Closing Date until the date on which such Consent or Regulatory Approval is obtained, the Sellers shall make available to the Buyer the economic and practical benefits of such Purchased Assets and Assumed Liabilities for no additional consideration. If and to the extent that the Sellers are making available to the Buyer the economic and practical benefits of such Purchased Assets, the risk of loss for such Purchased Assets shall rest with the Buyer. Nothing contained in this Section 1.3 is intended to impair, reduce or otherwise modify any representation, warranty and covenant contained in this Agreement, including those relating to any of the Purchased Assets or to any of the Assumed Liabilities. (b) In the event that Sellers have failed to obtain Estoppel and Consent Certificates in a form reasonably acceptable to Buyer for any one or more Branches (each, a “Restricted Branch”), and in the event that (i) all other conditions set forth in Article 9 hereof have been satisfied or waived by Buyer and (ii) Estoppel and Consent Certificates have been obtained for at least ninety percent (90%) of all Branches (which must include the Branches listed on Schedule 1.3), then the failure to obtain the Estoppel and Consent Certificates for the Restricted Branches shall not by itself constitute a failure of Buyer’s or Sellers’ closing conditions set forth in Articles 9 or 10 hereunder; provided, however, that (x) Buyer and the Selling Entity shall at the Closing enter into a License Agreement in substantially the form attached to Exhibit F hereto with respect to the Restricted Branches (the “License Agreement”), and (y) a portion of the Cash Consideration equal to $500,000 for each Restricted Branch (the “Branch Holdback”) shall be paid to the Escrow Agent to be held and disbursed upon the terms set forth in a Supplemental Escrow Agreement in substantially the form attached as Exhibit G hereto (the “Supplemental Escrow Agreement”). (i) Subject to the terms of the Supplemental Escrow Agreement, on or before the date that is one hundred eighty (180) days after the Closing (the “Determination Date”), if the Buyer receives an Estoppel and Consent Certificate for any Restricted Branch, the Branch Holdback for such Restricted Branch (together with any earnings on such amount) shall be paid by the Escrow Agent to the Selling Entity within three (3) business days of Buyer’s receipt of such Estoppel and Consent Certificate, and the Selling Entity shall thereafter deliver any assignment document reasonably requested by Buyer to evidence the assignment to Buyer of the Unexpired Lease for such Restricted Branch. If on the Determination Date there are any Restricted Branches for which Buyer has not received an Estoppel and Consent Certificate (such Branches being referred to as “Remaining Branches”), Buyer will deliver to the Selling Entity, within three (3) business days after Determination Date, a written notice that states for each Remaining Branch whether Buyer desires to continue to own and operate the Remaining Branch or to terminate its ownership and operation of such Remaining Branch (a “Determination Notice”). (ii) With respect to any Remaining Branch that Buyer has determined to continue to own and operate (an “Assumed Branch”), the Branch Holdback for such Remaining Branch (together with any earnings on such amount) shall be delivered by the Escrow Agent to the Selling Entity simultaneous with the delivery of the Determination Notice. Subject to the first two sentences of Section 1.3(a), Buyer shall be deemed to have assumed all executory obligations arising on and after the Closing Date under the Unexpired Lease for any Assumed Branch, and such obligations shall be deemed to be Assumed Liabilities for purposes of this Agreement, and the risk of failure to obtain the Estoppel and Consent Certificate shall be borne by Buyer, with Buyer receiving credit for any payments made under the License Agreement. With respect to any Remaining Branch that Buyer has determined not continue owning and operating (a “Terminated Branch”), the Branch Holdback (together with any earnings on such amount) for such Remaining Branch shall be delivered to Buyer. Additionally, Section 4.4(b) of this Agreement shall apply to the operation of any Assumed Branch by Buyer from and after the Closing Date. (iii) With respect to any Terminated Branch, Buyer shall be deemed not to assume the Unexpired Lease with respect thereto (regardless of whether an Estoppel and Consent Certificate is thereafter received) and all obligations under and liabilities related to such Unexpired Lease, whether they arise before or after the Closing, shall be deemed an Excluded Liability for purposes of this Agreement, and the Buyer’s only obligation with respect to the Terminated Branch shall be Buyer’s obligations to the Selling Entity under the License Agreement. Additionally, within fifteen (15) calendar days after the delivery of the Determination Notice indicating that a Remaining Branch shall be deemed a Terminated Branch, Buyer shall (i) cease operations at the Terminated Branch, (ii) remove any and all improvements from the Terminated Branch made by Buyer after the Closing Date at Buyer’s sole cost and expense, (iii) deliver all keys for the Terminated Branches to the Selling Entity, and (iv) execute such documents as may be reasonably requested by the Selling Entity to evidence and/or confirm the termination of the right by Buyer to occupy the premises of the Terminated Branch. Only with respect to up to four (4) Terminated Branches, in the event that on or before the third (3rd) anniversary of the Closing Date, if Buyer opens for business any branch location that is located within a radius of three (3) miles of the Terminated Branch and engages in the same or substantially same business as the Terminated Branch at such location (a “Replacement Branch”), then the Buyer shall, within three (3) business days of the date on which the Replacement Branch opens for business to the general public, pay to Selling Entity an amount equal to the Branch Holdback for such Terminated Branch less the actual costs and direct expenses incurred by Buyer in developing, constructing, building out, and opening such Replacement Branch, excluding any allocation of corporate overhead or management fees (or similar expenses) payable to any Affiliate of Buyer. Sellers acknowledge that the provisions of Section 2.6(b) of this Agreement shall restrict Sellers from operating a Competing Business at any Terminated Branch or from selling any assets relating to the Terminated Branch to any other person or entity owning or operating a Competing Business.

Certain Transitional Matters. (a) Notwithstanding anything From and after the JV Closing, Seller shall, and shall cause Seller’s Affiliates to, deliver to the contrary contained in this AgreementPurchaser, any Bxxx of Sale, or any Assignment and Assumption Agreement, to the extent that the sale or delegation by the Sellers, or the purchase or assumption by the Buyer, of any of the Purchased Assets or any of the Assumed Liabilities requires any Consent or Regulatory Approval, this AgreementJV Holding Singapore, the applicable Bxxx of Sale and JV Subsidiary or the applicable Assignment and Assumption Agreement shall constitute the Sellers’ agreement to sell and delegatePurchaser Group member, and the Buyer’s agreement to purchase and assume, such Purchased Assets and Assumed Liabilities as promptly as practicable following the obtainment of any necessary Consent or Regulatory Approval; provided, that from and after the Closing Date until the date on which such Consent or Regulatory Approval is obtained, the Sellers shall make available to the Buyer the economic and practical benefits of such Purchased Assets and Assumed Liabilities for no additional consideration. If and to the extent that permitted by Applicable Law, promptly after the Sellers are making available receipt thereof and in the form received, all inquiries, correspondence and other items and materials received by Seller and its Affiliates from any Person related to the Buyer Business or the economic Acquired Assets. Without limiting the generality of the foregoing, subsequent to the JV Closing, Seller shall, and practical benefits shall cause its Affiliates to, deliver on a monthly basis any funds and any checks, notes, drafts and other instruments for the payment of such Purchased money, duly endorsed to JV Holding Singapore, the applicable JV Subsidiary or the applicable Purchaser Group member, received by Seller and its Affiliates comprising payment of any Accounts Receivable, or other amounts owed to and otherwise constituting part of the Acquired Assets. From and after the JV Closing, Purchaser shall, and shall cause Purchaser’s Affiliates to, deliver to Seller, on a similar basis as the foregoing provisions of this Section 6.16(a), all inquiries, correspondence and other items and materials received by Purchaser and its Affiliates from any Person related to the Excluded Assets, and all funds checks, notes, drafts and other instruments for the risk payment of loss for such Purchased Assets shall rest with the Buyer. Nothing contained in this Section 1.3 is intended to impairmoney, reduce or otherwise modify any representation, warranty received by Purchaser and covenant contained in this Agreement, including those relating to any its Affiliates comprising amounts constituting part of the Purchased Assets or to any of the Assumed LiabilitiesExcluded Assets. (b) Seller further acknowledges and agrees, on behalf of each Seller Group member and the Additional Seller Group Company, that, from and after the JV Closing, JV Holding Singapore, the applicable JV Subsidiary or the applicable Purchaser Group member shall have the right to collect all Accounts Receivable and to enforce any underlying Contract right with respect to any such Accounts Receivable to the extent such underlying Contract is an Assumed Contract or the right to such Accounts Receivable is included as an Assumed Split Contract Right. In addition, Seller further acknowledges and agrees, on behalf of each Seller Group member and the event Additional Seller Group Company, that Sellers JV Holding Singapore, the applicable JV Subsidiary or the applicable Purchaser Group member shall have failed the right to obtain Estoppel enforce any Assumed Contract or any Assumed Split Contract Right under any Assumed Split Contract. In addition, with respect to the confidentiality and Consent Certificates in non-use provisions of any confidentiality, nondisclosure, proprietary information, invention assignment or other similar agreement to which a form reasonably acceptable Seller Group member or the Additional Seller Group Company is a party and which purports to Buyer for protect or restrict the disclosure or use of any one Acquired IP, the applicable Seller Group member or more Branches (each, a “Restricted Branch”), and in the event that Additional Seller Group Company shall (i) all other conditions set forth notify Purchaser in Article 9 hereof have been satisfied or waived by Buyer writing of any breach of such agreement which, to Seller’s Knowledge, occurs with respect to any Acquired IP and (ii) Estoppel as requested by Purchaser or its Affiliates in writing, take all actions requested or directed by Purchaser to enforce such confidentiality and Consent Certificates have been obtained for at least ninety percent (90%) of all Branches (which must include the Branches listed on Schedule 1.3), then the failure to obtain the Estoppel and Consent Certificates for the Restricted Branches shall not by itself constitute a failure of Buyer’s or Sellers’ closing conditions set forth in Articles 9 or 10 hereunder; provided, however, that (x) Buyer and the Selling Entity shall at the Closing enter into a License Agreement in substantially the form attached to Exhibit F hereto non-use provisions with respect to any such non-trivial breach with respect to Acquired IP. Purchaser agrees to reimburse the Restricted Branches (applicable Seller Group member or the “License Agreement”)Additional Seller Group Company for all reasonable, and (y) a portion of documented out-of-pocket costs actually incurred by the Cash Consideration equal to $500,000 for each Restricted Branch (applicable Seller Group member or the “Branch Holdback”) shall be paid to the Escrow Agent to be held and disbursed upon the terms set forth Additional Seller Group Company in a Supplemental Escrow Agreement in substantially the form attached as Exhibit G hereto (the “Supplemental Escrow Agreement”)connection with such enforcement requested by Purchaser. (ic) Subject to the terms of the Supplemental Escrow Agreement, on or before the date that is one hundred eighty (180) days From and after the JV Closing (the “Determination Date”), if the Buyer receives an Estoppel and Consent Certificate for any Restricted BranchJV Holding Singapore, the Branch Holdback for such Restricted Branch (together with applicable JV Subsidiary or the applicable Purchaser Group member shall have complete control over the payment, settlement or other disposition of, or any earnings on such amount) shall be paid by the Escrow Agent to the Selling Entity within three (3) business days of Buyer’s receipt of such Estoppel and Consent Certificatedispute involving any Assumed Liabilities, and Purchaser shall have the Selling Entity right to conduct and control all negotiations and proceedings with respect thereto. Seller shall thereafter deliver notify Purchaser reasonably promptly of any assignment document reasonably requested by Buyer to evidence the assignment to Buyer of the Unexpired Lease for such Restricted Branch. If on the Determination Date there are any Restricted Branches for which Buyer has not received an Estoppel and Consent Certificate (such Branches being referred to as “Remaining Branches”), Buyer will deliver to the Selling Entity, within three (3) business days after Determination Date, a written notice that states for each Remaining Branch whether Buyer desires to continue to own and operate the Remaining Branch or to terminate its ownership and operation of such Remaining Branch (a “Determination Notice”). (ii) With claim with respect to any Remaining Branch that Buyer has determined Assumed Liabilities and shall not, except with the prior written consent of Purchaser, voluntarily make any payment of, or settle or offer to continue settle, or consent to own any compromise with respect to, any such Assumed Liabilities. Seller shall, and operate (an “Assumed Branch”)shall cause its Affiliates to, the Branch Holdback for such Remaining Branch (together reasonably cooperate with Purchaser in connection with any earnings on such amount) shall be delivered by the Escrow Agent to the Selling Entity simultaneous with the delivery of the Determination Notice. Subject to the first two sentences of Section 1.3(a), Buyer shall be deemed to have assumed all executory obligations arising on and after the Closing Date under the Unexpired Lease for negotiations or proceedings involving any Assumed Branch, and such obligations shall be deemed to be Assumed Liabilities for purposes of this Agreement, and the risk of failure to obtain the Estoppel and Consent Certificate shall be borne by Buyer, with Buyer receiving credit for any payments made under the License Agreement. With respect to any Remaining Branch that Buyer has determined not continue owning and operating (a “Terminated Branch”), the Branch Holdback (together with any earnings on such amount) for such Remaining Branch shall be delivered to Buyer. Additionally, Section 4.4(b) of this Agreement shall apply to the operation of any Assumed Branch by Buyer from and after the Closing DateLiabilities. (iii) With respect to any Terminated Branch, Buyer shall be deemed not to assume the Unexpired Lease with respect thereto (regardless of whether an Estoppel and Consent Certificate is thereafter received) and all obligations under and liabilities related to such Unexpired Lease, whether they arise before or after the Closing, shall be deemed an Excluded Liability for purposes of this Agreement, and the Buyer’s only obligation with respect to the Terminated Branch shall be Buyer’s obligations to the Selling Entity under the License Agreement. Additionally, within fifteen (15) calendar days after the delivery of the Determination Notice indicating that a Remaining Branch shall be deemed a Terminated Branch, Buyer shall (i) cease operations at the Terminated Branch, (ii) remove any and all improvements from the Terminated Branch made by Buyer after the Closing Date at Buyer’s sole cost and expense, (iii) deliver all keys for the Terminated Branches to the Selling Entity, and (iv) execute such documents as may be reasonably requested by the Selling Entity to evidence and/or confirm the termination of the right by Buyer to occupy the premises of the Terminated Branch. Only with respect to up to four (4) Terminated Branches, in the event that on or before the third (3rd) anniversary of the Closing Date, if Buyer opens for business any branch location that is located within a radius of three (3) miles of the Terminated Branch and engages in the same or substantially same business as the Terminated Branch at such location (a “Replacement Branch”), then the Buyer shall, within three (3) business days of the date on which the Replacement Branch opens for business to the general public, pay to Selling Entity an amount equal to the Branch Holdback for such Terminated Branch less the actual costs and direct expenses incurred by Buyer in developing, constructing, building out, and opening such Replacement Branch, excluding any allocation of corporate overhead or management fees (or similar expenses) payable to any Affiliate of Buyer. Sellers acknowledge that the provisions of Section 2.6(b) of this Agreement shall restrict Sellers from operating a Competing Business at any Terminated Branch or from selling any assets relating to the Terminated Branch to any other person or entity owning or operating a Competing Business.

Certain Transitional Matters. Following the date of this Agreement: (a) Notwithstanding anything Seller and Purchaser shall diligently pursue discussions regarding conversion issues among their operations and systems personnel, Seller's present check vendors and the check vendors designated by Purchaser. Seller at its expense shall provide, in response to all reasonable requests of Purchaser, data conforming to industry standards regarding the Deposits, Repurchase Agreements and Branch Loans to Purchaser, including a list of all account numbers, account parties and addresses of such parties, in computer readable format and in such other form or forms as may be mutually agreed to by Seller and Purchaser, to enable Purchaser to convert such data onto Purchaser's data processing systems by the Effective Date. Seller agrees to use all commercially reasonable efforts to deliver to Purchaser the reports described in the foregoing sentence in said format on the following two (2) occasions, and up to two (2) data cuts: (i) no later than thirty (30) calendar days prior to the contrary contained in this AgreementEffective Date, any Bxxx of Sale, or any Assignment and Assumption Agreement, and (ii) within the time period following the Effective Time required by the Purchaser's data processor. Purchaser hereby acknowledges that such information provided prior to the extent that Effective Date shall be based upon the sale or delegation by best information available to Seller at the Sellers, or the purchase or assumption by the Buyer, of any time of the Purchased Assets or any preparation thereof and may not reflect all of the Assumed Liabilities requires any Consent or Regulatory Approval, this Agreement, information necessary for the applicable Bxxx conversion onto the system of Sale and the applicable Assignment and Assumption Agreement shall constitute the Sellers’ agreement to sell and delegate, and the Buyer’s agreement to purchase and assume, such Purchased Assets and Assumed Liabilities as promptly as practicable following the obtainment of any necessary Consent or Regulatory Approval; provided, that from and after the Closing Date until the date on which such Consent or Regulatory Approval is obtained, the Sellers shall make available to the Buyer the economic and practical benefits of such Purchased Assets and Assumed Liabilities for no additional consideration. If and to the extent that the Sellers are making available to the Buyer the economic and practical benefits of such Purchased Assets, the risk of loss for such Purchased Assets shall rest with the Buyer. Nothing contained in this Section 1.3 is intended to impair, reduce or otherwise modify any representation, warranty and covenant contained in this Agreement, including those relating to any Purchaser of the Purchased Assets or Deposits, Repurchase Agreements (if applicable) and Transferred Loans to any of the Assumed Liabilitiesbe transferred to Purchaser pursuant hereto. (b) In All data and other information provided by either Party to the event that Sellers have failed other or to obtain Estoppel their representatives shall remain confidential and Consent Certificates in a form reasonably acceptable to Buyer for any one or more Branches (each, a “Restricted Branch”), and in the event that (i) all other conditions set forth in Article 9 hereof have been satisfied or waived by Buyer and (ii) Estoppel and Consent Certificates have been obtained for at least ninety percent (90%) of all Branches (which must include the Branches listed on Schedule 1.3), then the failure to obtain the Estoppel and Consent Certificates for the Restricted Branches shall not by itself constitute a failure of Buyer’s or Sellers’ closing conditions set forth in Articles 9 or 10 hereunder; provided, however, that (x) Buyer and be disclosed to any third party without the Selling Entity shall at the Closing enter into a License Agreement in substantially the form attached to Exhibit F hereto with respect to the Restricted Branches (the “License Agreement”), and (y) a portion prior written consent of the Cash Consideration equal Party to $500,000 for each Restricted Branch (whom such data or information belongs. Until the “Branch Holdback”) shall be paid to Effective Time, all data and information regarding the Escrow Agent to be held Cambridge Office remains the Seller's sole and disbursed upon the terms set forth in a Supplemental Escrow Agreement in substantially the form attached as Exhibit G hereto (the “Supplemental Escrow Agreement”)exclusive property. (i) Subject to the terms of the Supplemental Escrow Agreement, on or before the date that is one hundred eighty (180) days after the Closing (the “Determination Date”), if the Buyer receives an Estoppel and Consent Certificate for any Restricted Branch, the Branch Holdback for such Restricted Branch (together with any earnings on such amount) shall be paid by the Escrow Agent to the Selling Entity within three (3) business days of Buyer’s receipt of such Estoppel and Consent Certificate, and the Selling Entity shall thereafter deliver any assignment document reasonably requested by Buyer to evidence the assignment to Buyer of the Unexpired Lease for such Restricted Branch. If on the Determination Date there are any Restricted Branches for which Buyer has not received an Estoppel and Consent Certificate (such Branches being referred to as “Remaining Branches”), Buyer will deliver to the Selling Entity, within three (3) business days after Determination Date, a written notice that states for each Remaining Branch whether Buyer desires to continue to own and operate the Remaining Branch or to terminate its ownership and operation of such Remaining Branch (a “Determination Notice”). (ii) With respect to any Remaining Branch that Buyer has determined to continue to own and operate (an “Assumed Branch”), the Branch Holdback for such Remaining Branch (together with any earnings on such amount) shall be delivered by the Escrow Agent to the Selling Entity simultaneous with the delivery of the Determination Notice. Subject to the first two sentences of Section 1.3(a), Buyer shall be deemed to have assumed all executory obligations arising on and after the Closing Date under the Unexpired Lease for any Assumed Branch, and such obligations shall be deemed to be Assumed Liabilities for purposes of this Agreement, and the risk of failure to obtain the Estoppel and Consent Certificate shall be borne by Buyer, with Buyer receiving credit for any payments made under the License Agreement. With respect to any Remaining Branch that Buyer has determined not continue owning and operating (a “Terminated Branch”), the Branch Holdback (together with any earnings on such amount) for such Remaining Branch shall be delivered to Buyer. Additionally, Section 4.4(b) of this Agreement shall apply to the operation of any Assumed Branch by Buyer from and after the Closing Date. (iii) With respect to any Terminated Branch, Buyer shall be deemed not to assume the Unexpired Lease with respect thereto (regardless of whether an Estoppel and Consent Certificate is thereafter received) and all obligations under and liabilities related to such Unexpired Lease, whether they arise before or after the Closing, shall be deemed an Excluded Liability for purposes of this Agreement, and the Buyer’s only obligation with respect to the Terminated Branch shall be Buyer’s obligations to the Selling Entity under the License Agreement. Additionally, within fifteen (15) calendar days after the delivery of the Determination Notice indicating that a Remaining Branch shall be deemed a Terminated Branch, Buyer shall (i) cease operations at the Terminated Branch, (ii) remove any and all improvements from the Terminated Branch made by Buyer after the Closing Date at Buyer’s sole cost and expense, (iii) deliver all keys for the Terminated Branches to the Selling Entity, and (iv) execute such documents as may be reasonably requested by the Selling Entity to evidence and/or confirm the termination of the right by Buyer to occupy the premises of the Terminated Branch. Only with respect to up to four (4) Terminated Branches, in the event that on or before the third (3rd) anniversary of the Closing Date, if Buyer opens for business any branch location that is located within a radius of three (3) miles of the Terminated Branch and engages in the same or substantially same business as the Terminated Branch at such location (a “Replacement Branch”), then the Buyer shall, within three (3) business days of the date on which the Replacement Branch opens for business to the general public, pay to Selling Entity an amount equal to the Branch Holdback for such Terminated Branch less the actual costs and direct expenses incurred by Buyer in developing, constructing, building out, and opening such Replacement Branch, excluding any allocation of corporate overhead or management fees (or similar expenses) payable to any Affiliate of Buyer. Sellers acknowledge that the provisions of Section 2.6(b) of this Agreement shall restrict Sellers from operating a Competing Business at any Terminated Branch or from selling any assets relating to the Terminated Branch to any other person or entity owning or operating a Competing Business.

Certain Transitional Matters. The Seller shall cooperate with and assist the Purchaser (aat the Purchaser's cost) Notwithstanding anything and its authorized representatives in order to the contrary contained in this Agreement, any Bxxx of Sale, or any Assignment and Assumption Agreementprovide, to the extent that the sale or delegation reasonably requested by the SellersPurchaser, or an efficient transfer of control of the purchase or assumption Business and the Purchased Assets and to avoid any undue interruption in the activities and operations of the Business following the Closing Date, including, without limitation: (i) sufficient notification by the BuyerSeller, prior to the Closing in form and substance satisfactory to Purchaser, to all of the Datacenter customers (the "Customers Notice") of this Agreement and the transactions contemplated hereby, which notice shall instruct such customers to make all payments, subject to and following the Closing, directly to the order of the Purchaser and (ii) assistance with any attempts made by the Purchaser to hire any of the Datacenter employees; provided, however, that, the Purchaser shall have the right, but not the obligation, on or after the Closing Date to employ any or all of the employees of the Seller. In that regard, the Seller shall use its best efforts to ensure that all of the Assumed Colocation Agreements, the Fleet Lease and any rights under all warranties, representations and guaranties, including those made by any of the Providers in respect of any of the Purchased Assets Alterations, under terms no less favorable than those existing as of the date hereof, are assigned to the Purchaser by the Closing. The Seller shall notify the Purchaser immediately of any default or breach, or any alleged default or breach by the Seller or any counterparty under the Lease or any of the Assumed Liabilities requires any Consent Colocation Agreements. The Seller also shall not hire or Regulatory Approval, this Agreement, obtain the applicable Bxxx of Sale and the applicable Assignment and Assumption Agreement shall constitute the Sellers’ agreement to sell and delegate, and the Buyer’s agreement to purchase and assume, such Purchased Assets and Assumed Liabilities as promptly as practicable following the obtainment services of any necessary Consent or Regulatory Approval; provided, that from and after of the Closing Date until the date on which such Consent or Regulatory Approval is obtained, the Sellers shall make available Providers to the Buyer the economic and practical benefits of such Purchased Assets and Assumed Liabilities for no additional considerationperform any Alterations. If and to To the extent that the Sellers are making available to the Buyer the economic and practical benefits any Encumbrance in respect of such Purchased Assets, the risk of loss for such Purchased Assets shall rest with the Buyer. Nothing contained in this Section 1.3 is intended to impair, reduce or otherwise modify Alterations exists at any representation, warranty and covenant contained in this Agreement, including those relating to any of the Purchased Assets or to any of the Assumed Liabilities. (b) In the event that Sellers have failed to obtain Estoppel and Consent Certificates in a form reasonably acceptable to Buyer for any one or more Branches (each, a “Restricted Branch”), and in the event that (i) all other conditions set forth in Article 9 hereof have been satisfied or waived by Buyer and (ii) Estoppel and Consent Certificates have been obtained for at least ninety percent (90%) of all Branches (which must include the Branches listed on Schedule 1.3), then the failure to obtain the Estoppel and Consent Certificates for the Restricted Branches shall not by itself constitute a failure of Buyer’s or Sellers’ closing conditions set forth in Articles 9 or 10 hereunder; provided, however, that (x) Buyer and the Selling Entity shall at the Closing enter into a License Agreement in substantially the form attached to Exhibit F hereto with respect to the Restricted Branches (the “License Agreement”), and (y) a portion of the Cash Consideration equal to $500,000 for each Restricted Branch (the “Branch Holdback”) shall be paid to the Escrow Agent to be held and disbursed upon the terms set forth in a Supplemental Escrow Agreement in substantially the form attached as Exhibit G hereto (the “Supplemental Escrow Agreement”). (i) Subject to the terms of the Supplemental Escrow Agreement, on or before time from the date that is one hundred eighty (180) days after the Closing (the “Determination Date”), if the Buyer receives an Estoppel and Consent Certificate for any Restricted Branch, the Branch Holdback for such Restricted Branch (together with any earnings on such amount) shall be paid by the Escrow Agent to the Selling Entity within three (3) business days of Buyer’s receipt of such Estoppel and Consent Certificate, and the Selling Entity shall thereafter deliver any assignment document reasonably requested by Buyer to evidence the assignment to Buyer of the Unexpired Lease for such Restricted Branch. If on the Determination Date there are any Restricted Branches for which Buyer has not received an Estoppel and Consent Certificate (such Branches being referred to as “Remaining Branches”), Buyer will deliver to the Selling Entity, within three (3) business days after Determination Date, a written notice that states for each Remaining Branch whether Buyer desires to continue to own and operate the Remaining Branch or to terminate its ownership and operation of such Remaining Branch (a “Determination Notice”). (ii) With respect to any Remaining Branch that Buyer has determined to continue to own and operate (an “Assumed Branch”), the Branch Holdback for such Remaining Branch (together with any earnings on such amount) shall be delivered by the Escrow Agent to the Selling Entity simultaneous with the delivery of the Determination Notice. Subject to the first two sentences of Section 1.3(a), Buyer shall be deemed to have assumed all executory obligations arising on and after the Closing Date under the Unexpired Lease for any Assumed Branch, and such obligations shall be deemed to be Assumed Liabilities for purposes of this Agreement, and the risk of failure to obtain the Estoppel and Consent Certificate shall be borne by Buyer, with Buyer receiving credit for any payments made under the License Agreement. With respect to any Remaining Branch that Buyer has determined not continue owning and operating (a “Terminated Branch”), the Branch Holdback (together with any earnings on such amount) for such Remaining Branch shall be delivered to Buyer. Additionally, Section 4.4(b) of this Agreement shall apply to the operation of any Assumed Branch by Buyer from and after the Closing Date. (iii) With respect to any Terminated Branch, Buyer shall be deemed not to assume the Unexpired Lease with respect thereto (regardless of whether an Estoppel and Consent Certificate is thereafter received) and all obligations under and liabilities related to such Unexpired Lease, whether they arise before or after hereof until the Closing, the Seller shall be deemed obtain an Excluded Liability for purposes appropriate release and satisfaction of this Agreementlien, and the Buyer’s only obligation with respect reasonably satisfactory to the Terminated Branch shall be Buyer’s obligations to Purchaser (the Selling Entity under the License Agreement. Additionally, within fifteen (15) calendar days after the delivery of the Determination Notice indicating that a Remaining Branch shall be deemed a Terminated Branch, Buyer shall (i) cease operations at the Terminated Branch, (ii) remove any and all improvements from the Terminated Branch made by Buyer after the Closing Date at Buyer’s sole cost and expense, (iii) deliver all keys for the Terminated Branches to the Selling Entity, and (iv) execute such documents as may be reasonably requested by the Selling Entity to evidence and/or confirm the termination of the right by Buyer to occupy the premises of the Terminated Branch. Only with respect to up to four (4) Terminated Branches, in the event that on or before the third (3rd) anniversary of the Closing Date, if Buyer opens for business any branch location that is located within a radius of three (3) miles of the Terminated Branch and engages in the same or substantially same business as the Terminated Branch at such location (a “Replacement Branch”"Releases"), then the Buyer shall, within three (3) business days of the date on which the Replacement Branch opens for business to the general public, pay to Selling Entity an amount equal to the Branch Holdback for such Terminated Branch less the actual costs and direct expenses incurred by Buyer in developing, constructing, building out, and opening such Replacement Branch, excluding any allocation of corporate overhead or management fees (or similar expenses) payable to any Affiliate of Buyer. Sellers acknowledge that the provisions of Section 2.6(b) of this Agreement shall restrict Sellers from operating a Competing Business at any Terminated Branch or from selling any assets relating to the Terminated Branch to any other person or entity owning or operating a Competing Business.

Certain Transitional Matters. 7.01 TRANSITIONAL ACTION BY PREMIER. After the Closing, unless another time is otherwise indicated: (a) Notwithstanding anything Premier shall: (i) pay in accordance with the law and customary banking practices and applicable Deposit Account contract terms, all properly drawn and presented checks, negotiable orders of withdrawal, drafts, debits, and withdrawal orders presented to Premier by mail, over the counter, through electronic media, or through the check clearing system of the banking industry, by depositors of the Deposit Accounts assumed by Premier hereunder, whether drawn on checks, negotiable orders or withdrawal, drafts, or withdrawal order forms provided by Premier or BANK ONE; and (ii) in all other respects discharge, in the usual course of the banking business, the duties and obligations of BANK ONE with respect to the contrary contained in balances due and owing to the depositors whose Deposit Accounts are assumed by Premier hereunder; PROVIDED, HOWEVER, that any obligations of Premier pursuant to this AgreementSection 7.01 to honor checks, -50- 52 negotiable orders of withdrawal, drafts, and withdrawal orders on forms provided by BANK ONE and carrying its imprint (including its name and transit routing number) shall not apply to any Bxxx of Salechecks, draft, or any Assignment and Assumption Agreement, withdrawal order (i) presented to the extent that the sale or delegation by the Sellers, or the purchase or assumption by the Buyer, of any of the Purchased Assets or any of the Assumed Liabilities requires any Consent or Regulatory Approval, this Agreement, the applicable Bxxx of Sale and the applicable Assignment and Assumption Agreement shall constitute the Sellers’ agreement to sell and delegate, and the Buyer’s agreement to purchase and assume, such Purchased Assets and Assumed Liabilities as promptly as practicable Premier more than one hundred twenty (120) days following the obtainment of any necessary Consent or Regulatory Approval; providedClosing Date, that from and after (ii) with a date more than one hundred twenty (120) days prior to (a) the Closing Date until or (b) the date of Premier's receipt thereof, or (iii) on which such Consent a stop payment has been requested by the deposit customer. The provisions of this subsection 7.01(a) shall in no way limit Premier's duties or Regulatory Approval is obtained, the Sellers shall make available to the Buyer the economic and practical benefits of such Purchased Assets and Assumed Liabilities for no additional consideration. If and to the extent that the Sellers are making available to the Buyer the economic and practical benefits of such Purchased Assets, the risk of loss for such Purchased Assets shall rest with the Buyer. Nothing contained in this obligations arising under Section 1.3 is intended to impair, reduce or otherwise modify any representation, warranty and covenant contained in this Agreement, including those relating to any of the Purchased Assets or to any of the Assumed Liabilities1.03(b) hereof. (b) In Premier shall, not earlier than the event that Sellers have failed time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement nor later than 25 days prior to obtain Estoppel and Consent Certificates in a form reasonably the Closing Date, notify all depositors of the Offices by letter, acceptable to Buyer for any one or more Branches (eachBANK ONE, a “Restricted Branch”)produced in, if appropriate, several similar, but different forms calculated to provide necessary and in the event that (i) all other conditions set forth in Article 9 hereof have been satisfied or waived by Buyer and (ii) Estoppel and Consent Certificates have been obtained for at least ninety percent (90%) of all Branches (which must include the Branches listed on Schedule 1.3), then the failure to obtain the Estoppel and Consent Certificates for the Restricted Branches shall not by itself constitute a failure of Buyer’s or Sellers’ closing conditions set forth in Articles 9 or 10 hereunder; provided, however, that (x) Buyer and the Selling Entity shall at the Closing enter into a License Agreement in substantially the form attached to Exhibit F hereto with respect specific information to the Restricted Branches (the “License Agreement”)owners of particular types of accounts, and (y) a portion of Premier's pending assumption of the Cash Consideration equal to $500,000 for each Restricted Branch (the “Branch Holdback”) shall be paid to the Escrow Agent to be held and disbursed upon the terms set forth Deposit Liabilities hereunder, and, in a Supplemental Escrow Agreement in substantially the form attached as Exhibit G hereto (the “Supplemental Escrow Agreement”). (i) Subject to the terms of the Supplemental Escrow Agreementappropriate instances, on or before the date notify depositors that is one hundred eighty (180) days after the Closing (the “Determination Date”), if the Buyer receives an Estoppel and Consent Certificate for any Restricted Branch, the Branch Holdback for such Restricted Branch (together with any earnings on such amount) shall be paid by the Escrow Agent to the Selling Entity within three (3) business days of Buyer’s receipt of such Estoppel and Consent Certificate, and the Selling Entity shall thereafter deliver any assignment document reasonably requested by Buyer to evidence the assignment to Buyer of the Unexpired Lease for such Restricted Branch. If on the Determination Date there are any Restricted Branches for which Buyer has not received an Estoppel and Consent Certificate (such Branches being referred to as “Remaining Branches”), Buyer will deliver to the Selling Entity, within three (3) business days after Determination Date, a written notice that states for each Remaining Branch whether Buyer desires to continue to own and operate the Remaining Branch or to terminate its ownership and operation of such Remaining Branch (a “Determination Notice”). (ii) With respect to any Remaining Branch that Buyer has determined to continue to own and operate (an “Assumed Branch”), the Branch Holdback for such Remaining Branch (together with any earnings on such amount) shall be delivered by the Escrow Agent to the Selling Entity simultaneous with the delivery of the Determination Notice. Subject to the first two sentences of Section 1.3(a), Buyer shall be deemed to have assumed all executory obligations arising on and after the Closing Date under certain BANK ONE deposit-related services and/or BANK ONE's debit card and automatic teller machine services, will be terminated. As an enclosure to such notices, Premier may furnish appropriate depositors with brochures, forms and other written materials related or necessary to the Unexpired Lease assumption of the Deposit Accounts by Premier and the conversion of said accounts to Premier accounts, including the provision of checks to appropriate depositors using the forms of Premier with instructions to such depositors to utilize such Premier checks on and after the Closing Date and thereafter to destroy any unused checks on BANK ONE's forms. The expenses of the printing, processing and mailing of such letter notices and providing new Premier checks and other forms and written materials to appropriate customers shall be borne by Premier. Before Closing, except as provided in this paragraph, Premier will not contact BANK ONE's customers except as may occur in connection with advertising or solicitations directed to the public generally or in the course of obtaining the requisite regulatory approvals of the transaction. (c) Premier shall promptly pay to BANK ONE an amount equivalent to the amount of any checks, negotiable orders of withdrawal, drafts, or withdrawal orders (net of the applicable Acquisition Consideration paid by Premier with respect to the Deposit Liabilities represented by any such instrument) credited as of the close of business on the Closing Date to a Deposit Account assumed by Premier hereunder which are returned uncollected to BANK ONE after the Closing Date and which shall include an amount equivalent to holds placed upon such deposit account for items cashed by BANK ONE as of the close of business on the Closing Date which items are subsequently dishonored. (d) All tasks and obligations concerning the provision of data processing services to or for the Offices after the Closing, other than those specifically set forth in, and to the extent assumed by BANK ONE pursuant to, Section 7.02(b) herein, are the sole and exclusive responsibility of, and shall be performed solely and exclusively by, Premier. (e) Premier shall, not later than the close of business on the business day immediately following the Closing Date, supply suitable government-backed securities as security for any Assumed Branchdeposits of governmental units included among the Deposit Liabilities for which BANK ONE had provided similar security. (f) Premier shall, as soon as practicable after the Closing Date, prepare and transmit at Premier's expense to each of the obligors on Office Loans transferred to Premier pursuant to this Agreement a notice to the effect that the loan has been transferred and directing that payment be made to Premier at the address specified by Premier, with Premier's name as payee on any checks or other instruments used to make payments, and, with respect to such obligations loan on which a payment notice or coupon book has been issued, to issue a new notice or coupon book reflecting the name and an address of Premier as the person to whom and place at which payments are to be made. (g) If the balance due on any Office Loan transferred to Premier pursuant to this Agreement has been reduced by BANK ONE as a result of a payment by check or draft received prior to the close of business on the Closing Date, which item is returned unpaid to BANK ONE after the day immediately preceding the Closing Date, the asset value represented by the loan transferred shall be deemed correspondingly increased and an amount in cash equal to such increase shall be Assumed Liabilities promptly paid by Premier to BANK ONE. (h) Premier shall use its best efforts to cooperate with BANK ONE in assuring an orderly transition of ownership of the Assets and responsibility for purposes the liabilities, including the Deposit Liabilities, assumed by Premier hereunder. 7.02 TRANSITIONAL ACTIONS BY BANK ONE. After the Closing, unless another time is otherwise indicated: (a) BANK ONE shall use its best efforts to cooperate with Premier in assuring an orderly transition of ownership of the Assets and responsibility for the liabilities, including the Deposit Liabilities, assumed by Premier hereunder. (b) BANK ONE's sole and exclusive responsibilities concerning the provision of data processing services to or for the Deposit Accounts of the Offices after the Closing Date shall be as set forth in this Section 7.02(b). As soon as practicable following the date of this Agreement, BANK ONE shall provide Premier with applicable product functions and specifications relating to the risk data processing support required for the Deposit Accounts, Office Loans, and safe deposit business (if such data processing support currently is provided with respect to such business) maintained at the Offices (such Deposit Accounts, Office Loans and safe deposit business, if applicable, hereinafter called the "Accounts"). As soon as practicable following the date of this Agreement, BANK ONE shall provide to Premier file formats relating to the Accounts and test tapes related to the Accounts in generic form which are machine readable on IBM (or IBM compatible) equipment or which shall be on eighteen track 3480 cartridges (non-compressed data) or on nine channel 6250 B.P.I. EBCIDIC formatted tape. BANK ONE represents and warrants that the information contained in such file formats or on such tapes is accurate and correct in all material respects as of the time given. By not later than 2:00 P.M. local Columbus, Ohio, time of the day immediately following the Closing Date, BANK ONE shall make available for Premier's pick-up at Columbus, Ohio, tapes containing all pertinent data and descriptive information relating to the Accounts which is then available to BANK ONE, which tapes shall constitute BANK ONE's records maintained as of and current to the close of business on the Closing Date with respect to the Accounts. BANK ONE shall bear all costs and expenses relating to the performance of its obligations pursuant to this Section 7.02(b). (c) Prior to the Closing Date, BANK ONE shall cooperate with Premier, at Premier's expense and at no expense to BANK ONE, in making Transferred Employees available at reasonable times for whatever program of training Premier deems advisable; PROVIDED, HOWEVER, that Premier shall conduct such training program in a manner that does not materially interfere with or prevent the performance of the normal duties and activities of such Transferred Employees. Premier shall make request of BANK ONE for training opportunities prior to the Closing Date. Such requests, which shall specify the time, duration and place of such training, must be approved by BANK ONE. Such approvals will not be unreasonably withheld by BANK ONE. (d) BANK ONE shall cooperate with and permit Premier, at Premier's option and expense and at no expense to BANK ONE, to make provision for the installation of teller equipment in the Offices; PROVIDED, HOWEVER, that Premier shall arrange for the installation and placement of such equipment at such times and in a manner that does not significantly interfere with the normal business activities and operation of BANK ONE or the Offices. (e) BANK ONE shall resign as custodian of each IRA account maintained at the Offices and assign the custodianship of such accounts to Premier upon Closing. (f) Not sooner than one (1) business day prior to the Closing nor later than the close of business on the Closing Date, BANK ONE shall terminate its debit card service and convert and change over its direct deposit or payroll and retirement payments service for the Deposit Accounts from BANK ONE to Premier. Such terminations will be preceded by the notice described in Section 7.01(b) herein. (g) Not later than the opening of business on the first business day after the Closing Date, BANK ONE and Premier shall provide the Federal Reserve Bank of Cleveland with all information necessary in order to expedite the clearing and sorting of all checks, drafts, instruments and other commercial paper relative to the Deposit Liabilities and/or the Office Loans (hereinafter collectively referred to as "Paper Items"). Premier shall bear all charges and costs imposed by the Federal Reserve in connection with the reassignment of account number ranges for sorting the Paper Items. In the event the Federal Reserve and/or any other regional or local clearinghouse for negotiable instruments fails, refuses or is unable to direct sort such Paper Items for delivery to Premier with the result that such Paper Items are presented to BANK ONE, by not later than 1:00 p.m. local time of each business day following the Closing and continuing for one hundred twenty (120) days after the Closing, BANK ONE will make available to Premier for pick up from BANK ONE's offices or the offices of BANK ONE's agent and/or processor at Brecksville, Ohio, and/or at Painesville, Ohio, all of the Paper Items which are received by BANK ONE from the Federal Reserve Bank of Cleveland and/or any regional or local clearinghouse during the morning of each such business day on an "as-received basis." At the same time BANK ONE shall also make available to Premier information and records, including but not limited to systems printouts, concerning such Paper Items and concerning incoming Automated Clearing House items ("ACH items") as well as outstanding Automatic Teller Machine ("ATM") transactions. Such information and records, including but not limited to systems printouts, will utilize the most recent account number designated by BANK ONE for each of the Deposit Accounts and/or the Office Loans. Each business day BANK ONE will endeavor to see that the sum of (a) the actual Paper Items provided to Premier plus (b) all ACH items and ATM transactions captured by BANK ONE in its information and records balance with the sum of (c) the information and records, including but not limited to systems printouts, provided by BANK ONE relative to the Paper Items plus (d) the information and records, including but not limited to systems printouts, provided relative to the ACH items and ATM transactions affecting the Deposit Accounts and/or the Office Loans. BANK ONE shall provide the foregoing at no charge to Premier except that Premier shall pay any charges assessed to BANK ONE by the Federal Reserve Bank of Cleveland, a national or local clearinghouse and/or BANK ONE's agent and/or processor to the extent such assessments relate to the Deposit Accounts. Premier shall be responsible for pick up of the data to be provided by BANK ONE. BANK ONE and Premier shall arrange for appropriate daily settlement with one another in order that the transmission of all monies associated with the matters set forth in this Section 7.02(g) might be effected promptly. BANK ONE shall not be liable to Premier for any failure to obtain provide the Estoppel data required by this Section 7.02(g) to the extent any such failure results from causes beyond BANK ONE's control including war, strike or other labor disputes, acts of God, errors or failures of the Federal Reserve Bank of Cleveland and/or a participating regional or local clearinghouse, or equipment failure or other emergency wherein BANK ONE and/or its agent processor has been unable to process inclearings from the Federal Reserve Bank of Cleveland or such clearinghouse. (h) BANK ONE shall, not earlier than the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement nor later than twenty days prior to the Closing Date, notify all depositors of the Offices and Consent Certificate all borrowers of any Office Loan by letter acceptable to Premier, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts and/or loans, of Premier's pending assumption of the Deposit Liabilities and acquisition of the Office Loans hereunder, and, in appropriate instances, notify depositors that on and after the Closing Date certain BANK ONE deposit-related services and/or BANK ONE's debit card and automatic teller machine services, will be terminated. The expenses of the printing, processing and mailing of such letter notices shall be borne by Buyer, with Buyer receiving credit for any payments made under the License Agreement. With respect to any Remaining Branch that Buyer has determined not continue owning and operating BANK ONE. (i) For a “Terminated Branch”), the Branch Holdback period of sixty (together with any earnings on such amount60) for such Remaining Branch shall be delivered to Buyer. Additionally, Section 4.4(b) of this Agreement shall apply to the operation of any Assumed Branch by Buyer from and days after the Closing Date. , BANK ONE will forward to Premier, within two (iii2) With respect to any Terminated Branchbusiness days of receipt, Buyer shall be deemed not to assume the Unexpired Lease with respect thereto (regardless of whether an Estoppel and Consent Certificate is thereafter received) and all obligations under and liabilities related to such Unexpired Lease, whether they arise before or after the Closing, shall be deemed an Excluded Liability for purposes of this Agreement, and the Buyer’s only obligation loan payments received by BANK ONE with respect to the Terminated Branch shall be Buyer’s obligations to the Selling Entity under the License AgreementOffice Loans. Additionally, within fifteen (15) calendar days after the delivery of the Determination Notice indicating that a Remaining Branch shall be deemed a Terminated Branch, Buyer shall (i) cease operations at the Terminated Branch, (ii) remove any and all improvements from the Terminated Branch made by Buyer after the Closing Date at Buyer’s sole cost and expense, (iii) deliver all keys for the Terminated Branches to the Selling Entity, and (iv) execute such documents as may be reasonably requested by the Selling Entity to evidence and/or confirm the termination of the right by Buyer to occupy the premises of the Terminated Branch. Only Premier will forward payments due BANK ONE with respect to up any loans not otherwise assigned to four Premier pursuant to this Agreement, to BANK ONE not later than two (4) Terminated Branches, in the event that on or before the third (3rd) anniversary of the Closing Date, if Buyer opens for business any branch location that is located within a radius of three (3) miles of the Terminated Branch and engages in the same or substantially same business as the Terminated Branch at such location (a “Replacement Branch”), then the Buyer shall, within three (32) business days following date of receipt by Premier. Premier and BANK ONE further agree to refer customers to the offices of the date on which other when such customers present payments over the Replacement Branch opens for business counter to the general public, pay to Selling Entity an amount equal to the Branch Holdback for such Terminated Branch less the actual costs and direct expenses incurred by Buyer in developing, constructing, building out, and opening such Replacement Branch, excluding any allocation of corporate overhead or management fees (or similar expenses) payable to any Affiliate of Buyer. Sellers acknowledge that the provisions of Section 2.6(b) of this Agreement shall restrict Sellers from operating a Competing Business at any Terminated Branch or from selling any assets relating to the Terminated Branch to any other person or entity owning or operating a Competing Businessparty not holding their respective loan.

Certain Transitional Matters. Each of the Sellers and the Stockholders shall cooperate with and assist the Purchaser (aat the Purchaser's cost) Notwithstanding anything and the Purchaser's Representatives in order to the contrary contained in this Agreement, any Bxxx of Sale, or any Assignment and Assumption Agreementprovide, to the extent that the sale or delegation reasonably requested by the SellersPurchaser, or an efficient transfer of control of the purchase or assumption Business and the Purchased Assets and to avoid any undue interruption in the activities and operations of the Business following the Closing Date, including, without limitation: (i) sufficient notification, in a form approved by the BuyerPurchaser, prior to the Closing, to all of the Datacenters customers (the "Customers Notice") by the Sellers of this Agreement and the transactions contemplated hereby, which notice shall instruct such customers to make all payments, subject to and following the Closing, directly to the order of the Purchaser and (ii) assistance with any attempts made by the Purchaser to hire any of the Purchased Assets Datacenters employees; provided, however, that, in no event shall the Purchaser be obligated to hire any of such employees after the Closing. In that regard, the Sellers and the Stockholders shall each use reasonable best efforts to ensure that all of the Assumed Colocation Agreements, including the KMC Agreements, and any rights under all warranties, representations and guaranties, including those made by any of the Providers, under terms no less favorable than those existing as of the date hereof, are properly assigned to the Purchaser by the Closing. The Sellers shall notify the Purchaser immediately of any default or breach, or any alleged default or breach by the Sellers or any counterparty under the Leases or any of the Assumed Liabilities requires any Consent Colocation Agreements. The Sellers also shall not hire or Regulatory Approval, this Agreement, obtain the applicable Bxxx of Sale and the applicable Assignment and Assumption Agreement shall constitute the Sellers’ agreement to sell and delegate, and the Buyer’s agreement to purchase and assume, such Purchased Assets and Assumed Liabilities as promptly as practicable following the obtainment services of any necessary Consent or Regulatory Approval; provided, of the Providers to perform any Alterations. To the extent that any Encumbrance in respect of Alterations exists at any time from and after the Closing Date date hereof until the date on which such Consent or Regulatory Approval is obtainedClosing, the Sellers shall make available obtain an appropriate release and satisfaction of lien, reasonably satisfactory to the Buyer Purchaser (the economic and practical benefits of such Purchased Assets and Assumed Liabilities for no additional consideration"Releases"). If and to To the extent that the Sellers any Commissions are making available due or will become due relating to the Buyer the economic and practical benefits of such Purchased AssetsBusiness, the risk of loss for such Purchased Assets shall rest with the Buyer. Nothing contained in this Section 1.3 is intended to impair, reduce or otherwise modify any representation, warranty and covenant contained in this Agreement, including those relating to any of the Purchased Assets or to any of Assumed Colocation Agreements, the Assumed Liabilities. (b) In the event that Sellers have failed to shall obtain Estoppel and Consent Certificates in a form an appropriate release, reasonably acceptable to Buyer for any one or more Branches (each, a “Restricted Branch”), and in the event that (i) all other conditions set forth in Article 9 hereof have been satisfied or waived by Buyer and (ii) Estoppel and Consent Certificates have been obtained for at least ninety percent (90%) of all Branches (which must include the Branches listed on Schedule 1.3), then the failure to obtain the Estoppel and Consent Certificates for the Restricted Branches shall not by itself constitute a failure of Buyer’s or Sellers’ closing conditions set forth in Articles 9 or 10 hereunder; provided, however, that (x) Buyer and the Selling Entity shall at the Closing enter into a License Agreement in substantially the form attached to Exhibit F hereto with respect satisfactory to the Restricted Branches Purchaser (the “License Agreement”), and (y) a portion of the Cash Consideration equal to $500,000 for each Restricted Branch (the “Branch Holdback”) shall be paid to the Escrow Agent to be held and disbursed upon the terms set forth in a Supplemental Escrow Agreement in substantially the form attached as Exhibit G hereto (the “Supplemental Escrow Agreement”"Commission Releases"). (i) Subject to the terms of the Supplemental Escrow Agreement, on or before the date that is one hundred eighty (180) days after the Closing (the “Determination Date”), if the Buyer receives an Estoppel and Consent Certificate for any Restricted Branch, the Branch Holdback for such Restricted Branch (together with any earnings on such amount) shall be paid by the Escrow Agent to the Selling Entity within three (3) business days of Buyer’s receipt of such Estoppel and Consent Certificate, and the Selling Entity shall thereafter deliver any assignment document reasonably requested by Buyer to evidence the assignment to Buyer of the Unexpired Lease for such Restricted Branch. If on the Determination Date there are any Restricted Branches for which Buyer has not received an Estoppel and Consent Certificate (such Branches being referred to as “Remaining Branches”), Buyer will deliver to the Selling Entity, within three (3) business days after Determination Date, a written notice that states for each Remaining Branch whether Buyer desires to continue to own and operate the Remaining Branch or to terminate its ownership and operation of such Remaining Branch (a “Determination Notice”). (ii) With respect to any Remaining Branch that Buyer has determined to continue to own and operate (an “Assumed Branch”), the Branch Holdback for such Remaining Branch (together with any earnings on such amount) shall be delivered by the Escrow Agent to the Selling Entity simultaneous with the delivery of the Determination Notice. Subject to the first two sentences of Section 1.3(a), Buyer shall be deemed to have assumed all executory obligations arising on and after the Closing Date under the Unexpired Lease for any Assumed Branch, and such obligations shall be deemed to be Assumed Liabilities for purposes of this Agreement, and the risk of failure to obtain the Estoppel and Consent Certificate shall be borne by Buyer, with Buyer receiving credit for any payments made under the License Agreement. With respect to any Remaining Branch that Buyer has determined not continue owning and operating (a “Terminated Branch”), the Branch Holdback (together with any earnings on such amount) for such Remaining Branch shall be delivered to Buyer. Additionally, Section 4.4(b) of this Agreement shall apply to the operation of any Assumed Branch by Buyer from and after the Closing Date. (iii) With respect to any Terminated Branch, Buyer shall be deemed not to assume the Unexpired Lease with respect thereto (regardless of whether an Estoppel and Consent Certificate is thereafter received) and all obligations under and liabilities related to such Unexpired Lease, whether they arise before or after the Closing, shall be deemed an Excluded Liability for purposes of this Agreement, and the Buyer’s only obligation with respect to the Terminated Branch shall be Buyer’s obligations to the Selling Entity under the License Agreement. Additionally, within fifteen (15) calendar days after the delivery of the Determination Notice indicating that a Remaining Branch shall be deemed a Terminated Branch, Buyer shall (i) cease operations at the Terminated Branch, (ii) remove any and all improvements from the Terminated Branch made by Buyer after the Closing Date at Buyer’s sole cost and expense, (iii) deliver all keys for the Terminated Branches to the Selling Entity, and (iv) execute such documents as may be reasonably requested by the Selling Entity to evidence and/or confirm the termination of the right by Buyer to occupy the premises of the Terminated Branch. Only with respect to up to four (4) Terminated Branches, in the event that on or before the third (3rd) anniversary of the Closing Date, if Buyer opens for business any branch location that is located within a radius of three (3) miles of the Terminated Branch and engages in the same or substantially same business as the Terminated Branch at such location (a “Replacement Branch”), then the Buyer shall, within three (3) business days of the date on which the Replacement Branch opens for business to the general public, pay to Selling Entity an amount equal to the Branch Holdback for such Terminated Branch less the actual costs and direct expenses incurred by Buyer in developing, constructing, building out, and opening such Replacement Branch, excluding any allocation of corporate overhead or management fees (or similar expenses) payable to any Affiliate of Buyer. Sellers acknowledge that the provisions of Section 2.6(b) of this Agreement shall restrict Sellers from operating a Competing Business at any Terminated Branch or from selling any assets relating to the Terminated Branch to any other person or entity owning or operating a Competing Business.