Common use of Closing Closing Deliveries Clause in Contracts

Closing Closing Deliveries. (a) The closing of the Transaction (the “Closing”) shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement.

Closing Closing Deliveries. (a) The closing of the Transaction (the “Closing”) shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx XxxxxxxxxXxxxxxx Xxxxxx Xxxxx, Xxxxx 0000000, Xxxxx XxxxxxXxxxxxx Xxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree, subject to the condition that Purchaser and the Company execute and deliver the Stock Purchase Agreement and the CVR Agreement by and between such parties concurrent with the Closing and deliver executed copies thereof to the parties hereto, and the Exchange shall have occurred, or if applicable, Parent shall have taken the action set forth in Section 5.03 of the Exchange Agreement, in either case concurrently with the Closing. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificatesand, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; andLiens (other than Liens imposed by applicable securities Laws); (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Parent and Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount amount(s) set forth opposite each Seller’s name on Schedule A for the Shares, by wire transfer of immediately available funds to an account designated in writing by each such Seller; (ii) the CVRs set forth opposite such Seller’s name on Schedule A by delivering the CVR Agreement, with each Seller identified, in the register maintained by the CVR Rights Agent for the purpose of identifying the holders of CVRs pursuant to the terms of the CVR Agreement, as the holder of such number of CVRs; and (iiiii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement. (d) Within one day following the Closing Date, Parent and Purchaser will deliver, or cause to be delivered, against receipt of the aggregate number of Warrants owned by such Seller on such date and set forth opposite such Seller’s name on Schedule A in the form of a warrant certificate or certificates, which the parties agree shall be deemed cancelled in all respects as of such date and without any further action on the part of any party, the amount(s) set forth opposite each Seller’s name on Schedule A for the Warrants, by wire transfer of immediately available funds to an account designated in writing by each such Seller.

Closing Closing Deliveries. (a) The closing Subject to the terms and conditions set forth in this Agreement, the purchase and sale of the Transaction Assets (the “"Closing”") shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the such date hereof, or and at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed mutually agreed to occur simultaneouslyby the parties, and no such simultaneously with the execution and delivery or action shall be deemed complete until all such deliveries of this Agreement and actions have been completedthe execution and delivery of the other agreements, documents and instruments referred to herein. The date and time at which of the Closing actually occurs is hereinafter referred to herein as the “"Closing Date”." (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number Parent and Seller shall execute and deliver to Purchaser (v) a general assignment and bill xx sale, (w) instruments of Shares owned by such assignment and assumption with respect to which Parent and Seller on will assign and transfer to Purchaser all of their respective right, title and interest in and to, and Purchaser will assume any liability or obligation of Seller which accrues and is required to be paid or performed after the Closing Date (other than liabilities or obligations arising from defaults or breaches by Seller) under, the Leases, the Equipment Leases and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank the Assumed Contracts (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarizedthe "Lease Assignment," the "Equipment Lease Assignment," and the "Contract Assignment," respectively) and any the other documents Assumed Liabilities, (x) a certificate executed on behalf of Seller as described in Treas. Reg. Section 1.1445-2(b)(2) to the effect that are Seller is not a foreign person within the meaning of Sections 897(c) and 1445 of the Code, (y) such other good and sufficient instruments of conveyance, transfer and assignment as shall be reasonably necessary to transfer vest in Purchaser all of the right, title and interest of each of Parent and Seller to Purchaser good the Purchased Assets, and marketable title to all (z) such Shares free other documents, instruments and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents writings as are required hereunder to be delivered by such Seller to Purchaser at or the Closing and as Purchaser may reasonably request prior to the Closing Date to demonstrate satisfaction of the conditions and compliance with the agreements and covenants set forth in this Agreement; (ii) Parent and Seller shall deliver to Purchaser a true and correct list, as of the Closing Date, of (u) the Customer Purchase Orders and the Prepaid Customer Orders to be acquired by Purchaser pursuant to this AgreementSection 1.1(c) above, (v) the Supplier Orders to be acquired by Purchaser pursuant to Section 1.1(d) above, (w) the Accounts Receivable to be acquired by Purchaser pursuant to Section 1.1(e) above, (x) any additions to or deletions from list of Prepaid Amounts set forth on Schedule 1.1(i) hereto; (y) the Accounts Payable to be assumed by Purchaser pursuant to Section 1.4(e) above; and (z) any additions to or deletions from the list of Assumed Contracts set forth on Schedule 1.4(f); and (iii) Seller shall make payment to Purchaser of any amount required to be paid to Purchaser in respect of Prepaid Customer Orders pursuant to Section 1.1(c) above. (c) At the Closing, Purchaser will deliver, or cause to be delivered, shall (w) make payment of the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A Cash Consideration by wire transfer of immediately available funds to an a bank account designated in writing by each such Seller; and , (iix) execute and deliver to Seller the Lease Assignment, the Equipment Lease Assignment and the Contract Assignment, (y) execute and deliver to Parent and Seller all other instruments, agreements, certificates and other documents relating to exemption from sales, use, transfer or similar Taxes that may be available in each jurisdiction in which any of the Purchased Assets are located, and (z) execute and deliver such other documents, instruments and writings as are required hereunder to be delivered by Purchaser to Parent and Seller at or the Closing and as Parent and Seller may reasonably request prior to the Closing Date pursuant to demonstrate satisfaction of the conditions and compliance with the agreements and covenants set forth in this Agreement.

Closing Closing Deliveries. (a) The closing of the Transaction transactions contemplated herein (the “Closing”) shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & XxxxxBuyer’s counsel, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, commencing at 10:00 a.m. local time (Eastern Time) on the date hereofSeptember 18, 2012, or at such other place, date and time as Sellers and Purchaser may the parties shall mutually agree. All deliveries Subject to be made or other actions the provisions of Section 13, failure to be taken at consummate the Closing shall be deemed to occur simultaneously, purchase and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The sale provided for in this Agreement on the date and time and at which the place determined pursuant to this Section 5(a) will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. In such a situation, the Closing actually occurs is referred will occur as soon as practicable, subject to herein as the “Closing Date”Section 13. (b) The parties shall cooperate and take all such actions as may be necessary to enable Buyer to comply with all applicable Pennsylvania sales tax laws. (c) At and as a condition to the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) Seller shall deliver to Buyer (A) an executed copy of the aggregate number Bilx xx Sale in the form of Shares owned by such Exhibit A hereto (the “Bilx xx Sale”), (B) an executed copy of the Assignment and Assumption Agreement, in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”), (C) a good standing certificate from the Commonwealth of Pennsylvania, and (D) a duly authenticated resolution of Seller on authorizing the Closing Date sale and appointing a representative to execute all documents relative to the transfer of the Purchased Assets set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liensherein; and (ii) all other instrumentsBuyer shall deliver to Seller the Purchase Price, agreements, certificates and documents required to be delivered by such Seller payable at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A by via wire transfer of immediately available funds to funds, and an account designated in writing by each such Seller; andexecuted copy of the Assignment and Assumption Agreement. (iiiii) Seller’s representations and warranties contained in this Agreement shall be true in all other instruments, agreements, certificates material respects at and documents as of the time of Closing. (iv) Seller shall perform and comply with all agreements and conditions required by this Agreement to be delivered performed or complied with by Purchaser at or prior to or at the Closing. (v) There shall not have been a material adverse change, occurrence or casualty, financial or otherwise to Seller, the Business or the Purchased Assets. (vi) Buyer and Seller shall have entered into a mutually acceptable Real Property Purchase Contract and the purchase and sale of the real property comprising the Business Premises thereunder shall have closed simultaneously with the purchase and sale of the Purchased Assets hereunder. (d) At the Closing Date pursuant and from time to this Agreementtime after the Effective Date, at a Party’s reasonable request, the other Party shall execute and deliver such further instruments of conveyance, transfer and assignment, and take such other action as may be reasonably requested in order to complete and effect the transaction contemplated herein, including without limitation the actions necessary to complete the transfer of the Domains to the registrar designated by Buyer.

Closing Closing Deliveries. (a) The closing of the Transaction transactions contemplated by this Agreement (the “Closing”) and all actions specified in this Agreement to occur at the Closing shall take place at the offices of Xxxxxxxxx Sidley Axxxxx Xxxxx Xxxxxxx & XxxxxWxxx, P.C.Bank One Plaza, 000 10 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000Xxxxxxx, Xxxxxxxx, at 10:00 a.m. a.m., local time time, no later than the second business day following the day on which the date hereof, last of the conditions set forth in Article VI shall have been fulfilled or waived (if permissible) or at such other place, time and place as Parent and the Company shall agree (the date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at on which the Closing actually occurs is referred to herein as the “Closing Date”). (b) At Subject to fulfillment or waiver of the Closingconditions set forth in Article VI, each Seller will deliver, or cause at the Closing Parent shall deliver to be delivered, to Purchaser the Company all of the following: (i) a copy of the aggregate number Restated Certificate of Shares owned Incorporation, as amended, of Parent including, without limitation, the Certificate of Designation for the Series B Preferred Stock (the “Parent Charter”), certified as of a recent date by such Seller on the Secretary of State of the State of Delaware; (ii) a certificate of good standing of Parent, issued as of a recent date by the Secretary of State of the State of Delaware; (iii) a certificate of the Secretary or an Assistant Secretary of Parent, dated the Closing Date Date, in form and set forth opposite such Seller’s name on Schedule substance reasonably satisfactory to the Company, as to (A) no amendments to the Parent Charter since the certification date specified in Section 1.19(b)(i), evidenced by a stock certificate or stock certificates(B) the Bylaws of Parent, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each caseC) the resolutions of the Board of Directors of Parent authorizing the execution and performance of this Agreement and the transactions contemplated herein, if requested by Purchaser, with signatures thereon duly guaranteed or notarized(D) the resolutions of the stockholders of Parent approving the Share Issuance (as hereinafter defined) and (E) the incumbency and signatures of the officers of Parent executing this Agreement and any other documents that are necessary Parent Ancillary Agreement; (iv) all consents, waivers or approvals obtained by Parent with respect to transfer to Purchaser good and marketable title to all such Shares free and clear the consummation of all Liensthe transactions contemplated by this Agreement; and (iiv) all other instrumentsthe certificates contemplated by Sections 6.2(a), agreements, certificates 6.2(b) and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement6.2(e). (c) At Subject to fulfillment or waiver of the Closingconditions set forth in Article VI, Purchaser will deliver, or cause at the Closing Sub shall deliver to be delivered, the following to each SellerCompany all of the following: (i) a copy of the amount set forth opposite each Seller’s name on Schedule A Certificate of Incorporation of Sub certified as of a recent date by wire transfer the Secretary of immediately available funds to an account designated in writing State of the State of Delaware; (ii) a certificate of good standing of Sub, issued as of a recent date by each such Sellerthe Secretary of State of the State of Delaware; and (iiiii) all other instrumentsa certificate of the Secretary or an Assistant Secretary of Sub, agreementsdated the Closing Date, certificates in form and documents required to be delivered by Purchaser at or prior substance reasonably satisfactory to the Closing Date pursuant Company, as to (A) no amendments to the Certificate of Incorporation of Sub since the certification date specified in Section 1.19(c)(i), (B) the Bylaws of Sub, (C) the resolutions of the Board of Directors of Sub authorizing the execution and performance of this Agreement.Agreement and the transactions contemplated herein, (D) the written consent of Parent in its capacity as sole stockholder of Sub adopting this Agreement in accordance with Section 251 of the DGCL and

Closing Closing Deliveries. (a) The final separation of the Comcast Systems Group and the Insight Systems Group on the Closing Date shall be effectuated by the series of transactions described on Annex C. Insight, the Manager, the Partners, the Partnership and its Subsidiaries, as applicable, shall take, or cause to be taken, all of the actions required to be taken by them pursuant to Annex C. The obligations of the Partners (or, in the case of (ii) below, the obligation of the Partner receiving the applicable Systems Group) to consummate the transactions contemplated by this Amendment shall be subject to the satisfaction of the following conditions: (i) receipt of any Consents from the FCC and the PUCs necessary to consummate the transactions contemplated by this Amendment, provided that obtaining such Consents with respect to any business radio licenses issued by the FCC shall not be a condition to the Closing so long as a temporary authorization with respect thereto is available and obtained under FCC rules; (ii) at least ninety percent (90%) of the total basic video subscribers of the Systems of each Systems Group shall belong to service areas for which either no franchise is required, no franchise transfer Consent is necessary to consummate the transactions contemplated by this Amendment or an effective franchise transfer Consent reasonably acceptable to the Receiving Partner has been obtained or deemed to have been obtained (it being understood that a franchise transfer Consent shall be deemed reasonably acceptable if such Consent does not require that any change be made to the relevant franchise agreement or otherwise impose any new obligation on the transferor or transferee or their respective Affiliates, and a franchise Consent shall be deemed obtained if it shall be deemed to have been received in accordance with Section 617 of the Communications Act of 1934, as amended); (iii) the other Partner has taken, or caused to be taken, the actions required to be taken by it prior to the Closing pursuant to Sections 1.3(k), 1.3(l), 1.6(c) and 1.11(d); (iv) the other Partner has taken, or caused to be taken, all of the actions required to be taken by it prior to the Closing pursuant to Annex C; and (v) the other Partner, if applicable, has taken, or caused to be taken, the actions required to be taken by it at or prior to the Closing pursuant to the last sentence of Section 1.11(e) (the conditions set forth in clauses (i) through (v) are hereinafter referred to as the “Closing Conditions”). (b) If the Closing fails to occur on or prior to January 1, 2008 as a result of a breach of this Amendment by Insight or Insight Parent, the management fees payable to the Manager under the Management Agreements for all periods thereafter will be equal to the actual cost to the Manager (without profit) of providing the management services thereunder, unless the failure of the Closing to occur is caused by a breach of this Amendment by Comcast. (c) The closing of the Transaction transactions contemplated by this Amendment (the “Closing”) shall take place at 10:00 a.m., New York City time, at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxxthe Partnership on the last Business Day of the calendar month in which all of the Closing Conditions have been satisfied and fulfilled (or, P.C.if permissible, 000 Xxxxxxxx Xxxxxxxxxthe waiver thereof by the Partner whose obligation is subject to such Closing Condition), Xxxxx 000other than the conditions to be satisfied at the Closing, Xxxxx Xxxxxxunless such conditions have not been so satisfied or waived (other than those conditions to be satisfied at Closing) by the fifth Business Day preceding the last Business Day of such calendar month, Xxxxxxxxxx 00000in which case the Closing shall take place on the last Business Day of the next calendar month, unless another time, date or place is mutually agreed upon in writing by the Partners; provided that if the Closing is to take place on December 31, 2007, the parties will enter into mutually satisfactory arrangements to provide for the equity of Comcast Newco to be transferred to Comcast at 10:00 12:01 a.m. local time CST on January 1, 2008. Notwithstanding the immediately preceding sentence, either Partner may elect to postpone the Closing to a later date (which must be the last Business Day of a calendar month), in which case the Closing shall take place on a later date specified by such Partner that is at least five (5) Business Days after such Partner notifies the other Partner that it desires to close, provided that Insight cannot postpone the Closing to a date later than December 31, 2007 and Comcast cannot postpone the Closing to a date later than October 31, 2007 pursuant to this sentence without the prior written consent of the other Partner. Notwithstanding the foregoing, but subject to Section 1.3(l), Insight and Comcast acknowledge that, if all or any portion of the 9¾% Bonds are to be redeemed concurrently with the Closing, the Closing shall take place on the redemption date specified in the applicable redemption notice (which must be the last Business Day of a calendar month), but subject to the satisfaction or waiver of all Closing Conditions. (d) The Partners (or an appropriate subsidiary thereof), the Partnership and its Subsidiaries, as appropriate, shall execute and deliver, in each case at or prior to the Closing, (i) appropriate deeds, assignment agreements and other conveyancing documents to effectuate the transactions contemplated by this Amendment, (ii) appropriate assumption agreements or instruments pursuant to which Comcast Newco shall assume all Liabilities allocated to the Comcast Systems Group in accordance with this Amendment other than Debt and other Liabilities allocated pursuant to Section 1.3, and (iii) appropriate agreements and instruments to effectuate the transactions set forth in Annex C. The Partners shall negotiate in good faith and use commercially reasonable efforts to agree on the form of the agreements and instruments referred to in this Section 1.11(d) as soon as reasonably practicable after the date hereof, the form of each such agreement or at such other place, date and time as Sellers and Purchaser may agree. All deliveries instrument to be made or other actions reasonably acceptable to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”both Partners. (be) At Each Partner agrees that it shall cooperate in good faith in effectuating the Closing, each Seller will delivertransactions contemplated by this Amendment and shall use commercially reasonable efforts to take, or cause to be deliveredtaken, such actions and deliver such additional agreements and instruments as are necessary to Purchaser the following: effectuate such transactions (iit being understood that nothing in this Section 1.11(e) the aggregate number or any other provision of Shares owned by such Seller on this Amendment shall hinder or impair either Partner’s right to defer the Closing Date as provided in Section 1.11(c)). Each Partner shall cooperate in good faith and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed use its commercially reasonable efforts in blank (order to effectuate and facilitate an orderly transition of the Comcast Systems Group to Comcast and the separation of the Systems Groups and Shared Assets and Shared Liabilities in each case, if requested by Purchaser, accordance with signatures thereon duly guaranteed or notarized) this Amendment and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at applicable legal requirements. At or prior to the Closing, Comcast shall arrange for substitute letters of credit, performance bonds, guarantees in lieu of letters of credit or performance bonds and other similar obligations to replace, as of the Closing Date pursuant Date, those of the Partnership or any of its Subsidiaries to this Agreementthe extent related to the Comcast Systems Group. (cf) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (iInsight Parent shall comply with Sections 1.11(d) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (iiand 1.11(e) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreementextent applicable as if it were a Partner.

Closing Closing Deliveries. (a) The closing of the Transaction transactions contemplated by this Agreement (the “"Closing”") shall will take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & XxxxxCapitol City Escrow, P.C., 000 Xxxxxxxx XxxxxxxxxInc. located at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxx XxxxxxXxxxxxxxxx, Xxxxxxxxxx 00000-0000 ("Escrow Holder") on or before December 31, at 10:00 a.m. local time on 1997 ("Closing Date"), subject to such extensions or sooner as may be mutually agreed upon by the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completedBuyer. The date Sellers and time at which Buyer shall open an escrow (the Closing actually occurs is referred to herein as "Escrow") with Escrow Holder immediately upon the “Closing Date”execution of this Agreement. (b) At the Closing, each Seller of the Sellers will deliver, or cause to be delivered, to Purchaser the followingEscrow: (i) the aggregate number executed Xxxx of Shares owned by such Seller on Sale substantially in the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear form of all Liens; andAnnex B attached hereto; (ii) the executed Assignment and Assumption Agreement substantially in the form of Annex C attached hereto (the "Assignment and Assumption Agreement"); (iii) the executed Lease Assignment and Assumption Agreement substantially in the form of Annex D attached hereto (the "Lease Assignment and Assumption Agreement"); (iv) an Opinion of Counsel to the Sellers substantially in the form of Exhibit C attached hereto; (v) all other instruments, agreements, certificates and previously undelivered documents required to be delivered by such Seller the Sellers to Buyer at or prior to the Closing Date in connection with the transactions contemplated by this Agreement; and (vi) anything required pursuant to this Agreementsection 1.13 hereof. (c) At the Closing, Purchaser Buyer will deliver, deliver or cause to be delivered, the following delivered to each SellerEscrow: (i) the amount set forth opposite each Seller’s name on Schedule A The Escrow Deposit by certified or cashier's check or by wire transfer of immediately available funds to an account designated in writing by each such Seller; andtransfer; (ii) the Xxxxx Cash and inventory amount, if applicable; (iii) the executed Assignment and Assumption Agreement; (iv) the executed Lease Assignment and Assumption Agreement; (v) Note and Warrants; (vi) all other instruments, agreements, certificates and previously undelivered documents required to be delivered by Purchaser Buyer to the Sellers at or prior to the Closing Date in connection with the transactions contemplated by this Agreement and the other agreements contemplated hereby; and (vii) anything required pursuant to this Agreementsection 1.13 hereof. (d) At the Closing, ICH will deliver or cause to be delivered the Guaranty to Escrow. (e) At the Closing, Xxxxxxx Xxxxxxxx will deliver or cause to be delivered to Escrow anything required pursuant to section 1.13 hereof.

Closing Closing Deliveries. (a) The closing consummation of the Transaction transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx Smith, Anderson, Blount, Dorsett, Xxxxxxxx & XxxxxXxxxxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, L.L.P. at 10:00 a.m. local time on the date hereofwhich is two (2) Business Days following the date on which all conditions to Closing set forth herein have been satisfied or waived in accordance with their terms, or at such other place, date and place or at such other time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at mutually agreed upon by the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completedparties. The date and time at on which the Closing actually occurs is referred to herein as the “Closing Date.”. (b) At the Closing, each Seller will deliver, or cause deliver to be delivered, to Purchaser the followingBuyer: (i) a certificate of the aggregate number Secretary or Assistant Secretary of Shares owned by such Seller on Seller, dated as of the Closing Date, certifying (A) true and complete copies and the effectiveness as of the Closing Date and set forth opposite such of (1) the resolutions of Seller’s name Board of Directors unanimously approving the Transaction Documents and the transactions contemplated thereby, (2) the certificate of incorporation of Seller and the Company and (3) the current bylaws of Seller and the Company and (B) the name, title, incumbency and signatures of the officers authorized to execute the Transaction Documents and any other documents delivered in connection therewith to which Seller or an Affiliate of Seller is a party; (ii) certificates of good standing for Seller and the Company from the Secretary of State of the State of Delaware, dated as of a date no more than ten (10) Business Days prior to the Closing Date; (iii) written letters of resignation from each of the current officers, directors and managers, as applicable, of the Company and its Subsidiary, in each case, effective on Schedule A, evidenced by the Closing; (iv) a stock certificate or stock certificatesrepresenting all of the Shares, free and clear of all Encumbrances, duly endorsed for transfer by delivery in blank or accompanied by stock powers or other instruments of transfer duly executed in blank blank, with any required tax stamps affixed thereto; (v) the Financing Agreements, each duly executed by Seller; (vi) the Novation and Waiver Agreement, duly executed by Seller; (vii) evidence of all consents, waivers and approvals from, notices to, or novations with any third parties set forth on Section 2.2(b)(vii) of the Disclosure Letter; (viii) a duly executed IRS Form 8023 signed by Seller and comparable state or local Tax forms requested by Buyer (in each case, if requested by Purchaser, a form reasonably acceptable to Buyer) with signatures thereon duly guaranteed or notarized) respect to the purchase and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear sale of all Liensthe Shares; and (iiix) all other instruments, agreements, certificates a duly authorized and documents required to be delivered by such Seller at or prior to executed certificate from the Closing Date pursuant to this AgreementCompany in accordance with Treasury Regulations Sections 1.1445-2(c). (c) At the Closing, Purchaser Buyer will deliver, or cause deliver to be delivered, the following to each Seller: (i) certificates of the amount set forth opposite Secretary or Assistant Secretary of each SellerParent Party, dated as of the Closing Date, certifying (A) true and complete copies and the effectiveness as of the Closing Date of (1) the resolutions of each Parent Party’s name on Schedule A by wire transfer Board of immediately available funds Directors unanimously approving the Transaction Documents to which such Parent Party is a party and the transactions contemplated thereby, (2) the certificate of incorporation of each Parent Party and (3) the current bylaws of each Parent Party and (B) the name, title, incumbency and signatures of the officers authorized to execute the Transaction Documents and any other documents delivered in connection therewith to which each such Parent Party or an account designated in writing Affiliate is a party; (ii) a certificate of good standing for each Parent Party from the Secretary of State of the State of Delaware, dated as of a date no more than ten (10) Business Days prior to the Closing Date; (iii) a certificate representing the shares of Parent Common Stock to be issued to Seller at the Closing, free of all Encumbrances, duly executed, with any required tax stamps affixed thereto; (iv) the Financing Agreements, each duly executed by each Parent Party to which such Parent Party is a party and the other parties thereto (other than Seller); (v) the Novation and Waiver Agreement, duly executed by Parent and Shareholder Representative Services LLC; and (iivi) all other instrumentsa warrant, agreementssubstantially in the form attached hereto as Exhibit C, certificates and documents required to be delivered by Purchaser at or prior to exercisable for shares of Parent Common Stock (the Closing Date pursuant to this Agreement“Warrant”).

Closing Closing Deliveries. (a) The closing consummation of the Transaction transactions contemplated by this Agreement (the “Closing”) shall will take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, Valentis shall deliver or cause to be delivered, delivered to Purchaser COBRA the following: (i) assignments of any and all Patents, each duly executed by Valentis (it being agreed that COBRA shall be responsible, at its own expense, for recordation of any such assignment, including without limitation with the aggregate number U.S. Patent and Trademark Office) all in a form and substance satisfactory to COBRA, as well as such other documents as required for the sale, conveyance, transfer, assignment and delivery of Shares owned by the Acquired Assets, as herein provided, including such Seller on the Closing Date assignments, certificates or other instruments of transfer and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificatesconveyance, duly endorsed for transfer executed by delivery or accompanied by stock powers duly executed Valentis, as COBRA shall reasonably request to vest in blank (in each caseCOBRA exclusive, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares the Acquired Assets, free and clear of all Liens; andany Lien; (ii) a certificate, dated the Closing Date, duly executed by an authorized officer of Valentis, satisfactory in form and substance to COBRA, to the effect that: (A) the representations and warranties of Valentis made in this Agreement are true and correct in all other instrumentsrespects, agreements, certificates as of the Closing Date and documents (B) Valentis has performed all obligations and covenants required to be delivered by such Seller at performed or complied with on or prior to the Closing Date pursuant by Valentis under this Agreement by the time of Closing; and (iii) Copies of all files and records relating to this Agreementthe Acquired Assets including but not limited to its files and those of its patent attorneys relating to the Patents within the Acquired Assets and all documents necessary and/or desirable (including originals where appropriate) for prosecution of the patent applications within the Patents and/or recording the transfer of the Patents. (c) At the Closing, Purchaser will deliver, or cause COBRA shall deliver to be delivered, Valentis the following to each Sellerfollowing: (i) cash in the amount set forth opposite each Seller’s name on Schedule A of Three Hundred Thousand Dollars ($300,000) representing the Purchase Price, payable by wire transfer of immediately available funds to an a bank account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this AgreementValentis.

Closing Closing Deliveries. (a) The closing of the Transaction transactions contemplated by this Agreement (the “Closing”) shall will take place at remotely through the offices electronic exchange of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxxsignature pages. The date of the Closing will be September 1, P.C.2011 (the “Closing Date”), 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local and the effective time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at of the Closing shall be deemed to occur simultaneouslybe 12:01 A.M., and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which Eastern Time on the Closing actually occurs is referred to herein as Date (the “Closing DateEffective Time”). (b) At the Closing, each the Seller will deliver, deliver or cause to be delivered, delivered to Purchaser the Buyer all of the following: (i) a duly executed xxxx of sale conveying the aggregate number Purchased Assets (other than the Assigned Contracts, the Intellectual Property and the Lease), in form and substance substantially as set forth in Exhibit A hereto (the “Xxxx of Shares owned by such Seller on Sale”); (ii) a duly executed assignment and assumption agreement assigning the Assigned Contracts, the Intellectual Property, the Lease and the Assumed Contract Liabilities, in form and substance substantially as set forth in Exhibit B hereto (the “Assignment and Assumption Agreement”); (iii) a copy of the resolutions adopted by, or a unanimous written consent of, the Seller’s general partner and limited partners authorizing the execution, delivery and performance of this Agreement and the completion of the transactions contemplated hereby (the “Resolutions”) and a written certification from Seller’s corporate secretary in form and substance reasonably satisfactory to the Buyer, dated the Closing Date Date, confirming that the copies of the Resolutions are correct and set forth opposite complete and that such resolutions or written consent were duly adopted and collectively delivered and filed with the Seller, have not been amended or rescinded and are in full force and effect (the “Secretary’s name on Schedule ACertificate”); (iv) a consent and estoppel certificate from Waltham Winter Street 890 LP, evidenced by a stock certificate or stock certificatesthe landlord under the Lease, duly endorsed for transfer by delivery or accompanied by stock powers duly executed dated the Closing Date, (1) consenting to the assignment of the Lease to the Buyer, (2) confirming that the Lease is in blank full force and effect and (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized3) and confirming the absence of any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all LiensBreaches under the Lease; and (iiv) all such other instrumentstypical and customary certificates, agreements, certificates documents and documents required to be delivered by such Seller at or prior instruments as Buyer may reasonably request related to the Closing Date pursuant to this Agreementtransactions contemplated hereby. (c) At the Closing, Purchaser the Buyer will deliver, deliver or cause to be delivered, delivered to the following to each Seller: (i) the amount set forth opposite each Purchase Price, which will be payable in cash via wire transfer pursuant to the wire instructions attached hereto as Schedule 2.5(c)(i); (ii) a duly executed counterpart signature page of the Assignment and Assumption Agreement; (iii) Resolutions of the Buyer; (iv) a certificate from the Buyer’s corporate secretary in form and substance reasonably similar to the Seller’s name on Schedule A by wire transfer Secretary’s Certificate; (v) an exclusive, perpetual, royalty-free license to Xxxxx X. Xxxxx to the unrestricted use (subject to any non-competition and confidentiality provisions that may be applicable to Xxxxx X. Xxxxx) of immediately available funds to an account designated in writing by each such Sellerthe Intellectual Property and any improvements, enhancements, modifications, or other developments related thereto (the “CYS IP License Agreement”); and (iivi) all such other instrumentstypical and customary certificates, agreements, certificates documents and documents required to be delivered by Purchaser at or prior instruments as the Seller may reasonably request related to the Closing Date pursuant to this Agreementtransactions contemplated hereby.

Closing Closing Deliveries. (a) The closing consummation of the Transaction transactions contemplated hereby (the “"Closing”") shall take place place, subject to the satisfaction or waiver of all conditions to the Closing set forth in Article IV hereof, at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & XxxxxWachtell, P.C., 000 Xxxxxxxx XxxxxxxxxLipton, Xxxxx 000& Xxxx, Xxxxx 00 Xxxx 00xx Xxxxxx, Xxxxxxxxxx 00000Xxx Xxxx City, at 10:00 8:00 a.m. local time New York City time, on the later to occur of (i) January 22, 2001 and (ii) as promptly as practicable (but no more than four (4) Business Days) following the first date hereof, on which all conditions set forth in Article IV have been satisfied or at such waived (other place, date and time as Sellers and Purchaser may agree. All deliveries than those conditions that by their nature are to be made or other satisfied by actions to be taken at the Closing, which must be satisfied or waived at the Closing); provided that, in the event that AT&T Wireless provides the certificate contemplated by Section 1.2(b) hereof, the Closing shall be deemed take place on the day prior to occur simultaneouslythe date the relevant spectrum acquisition funding is required as specified in such certificate and subject to the satisfaction or waiver of all conditions to the Closing set forth in Article IV hereof; PROVIDED FURTHER that in no circumstances shall the Closing take place prior to January 15, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed2001. The date and time at on which the Closing actually occurs is referred to herein as the “"Closing Date”". (b) At In the Closingevent that AT&T or one of its wholly-owned subsidiaries is required to fund, each Seller will deliver, directly or cause to be delivered, to Purchaser the following: indirectly (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each casecase for the account of AT&T Wireless or the Wireless Group), if requested by Purchaserearlier than January 22, 2001, in whole or in part, the acquisition of spectrum in the Auction of Licenses for C and F Block Broadband PCS Spectrum (Auction No. 35), which commenced December 12, 2000, then AT&T shall provide DoCoMo with signatures thereon duly guaranteed or notarizedan officer's certificate at least five (5) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or Business Days prior to the Closing Date day such funding is required, which certificate shall describe the specific Spectrum Authorizations to be acquired and the amount of funding required for the acquisition of each such Authorization and the date that the relevant payments with respect to the acquisition of such Authorizations are due. In the event DoCoMo receives such timely notice, only such number of shares of the New Tracking Stock as is required to equate to the dollar amount requested in such certificate from AT&T (and in no event greater than $1 billion worth of such securities) shall be purchased and sold no later than the day prior to the date that such payments with respect to the acquisition of such Authorizations are due (but in no event earlier than January 15, 2000), and all of such shares shall be deemed issued for the account of AT&T Wireless. In such event, the payment of the balance of the Purchase Price and the delivery of the balance of the shares of New Tracking Stock to be sold pursuant to this AgreementSection 1.1 hereof shall take place on January 22, 2001 as previously scheduled (which payment and delivery shall be considered part of the Closing). (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) AT&T shall deliver to DoCoMo or one or more Designees (w) certificates representing the shares of New Tracking Stock to be sold on such date pursuant to Section 1.1 and 1.2(b) hereof against payment of all or the applicable portion of the Purchase Price, under Section 1.1 or 1.2(b), respectively, registered in the name of DoCoMo or one or more Designees, (x) all other documents and certificates to be delivered to DoCoMo or one or more Designees by AT&T pursuant to Section 4.2 hereof, (y) a secretary's certificate of AT&T with respect to the resolutions of the board of directors of AT&T and/or authorized committees thereof concerning this Agreement, the Investor Agreement and the Warrant Agreement and the appointment of DoCoMo's designee to such board of directors and AT&T's Capital Stock Committee and such other matters as are customary for transactions of this sort and (z) a good standing certificate with respect to AT&T from the state of New York; (ii) AT&T Wireless shall deliver to DoCoMo or one or more Designees (w) the warrant certificate in the form provided in the Warrant Agreement representing the Warrants to be issued pursuant to Section 1.1 hereof, (x) all other documents and certificates to be delivered to DoCoMo or one or more Designees by AT&T pursuant to Section 4.2 hereof, (y) a secretary's certificate with respect to the resolutions of the board of directors of AT&T Wireless and/or authorized committees thereof concerning this Agreement, the Investor Agreement and the Warrant Agreement and such other matters as are customary for transactions of this sort and (z) a good standing certificate with respect to AT&T Wireless from the state of Delaware; (iii) DoCoMo or one or more Designees, in full payment for the Securities to be sold on such date pursuant to Section 1.1 and 1.2(b), shall deliver to AT&T an amount set forth opposite each Seller’s name on Schedule A equal to all or the applicable portion of the Purchase Price under Section 1.1 or 1.2(b), respectively, in immediately available funds by wire transfer to the account set forth in Schedule 1.2(c) hereto (or such other account as is designated in writing to DoCoMo and any Designees not less than two Business Days prior to the Closing), together with all other documents and certificates to be delivered to AT&T and AT&T Wireless pursuant to Section 4.3 hereof; provided that in the event that the Closing Date should occur prior to January 22, 2001, as a result of a required early funding in accordance with Section 1.2(b), then on January 22, 2001 AT&T shall deliver to DoCoMo or one or more Designees certificates representing the balance of the shares of New Tracking Stock to be sold pursuant to Section 1.1 hereof not previously delivered at the Closing against payment of the balance of the Purchase Price not previously paid, registered in the name of DoCoMo or one or more Designees and DoCoMo or one or more Designees, in full payment of such balance of the Purchase Price, shall deliver to AT&T an amount equal to such balance in immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior wire transfer to the Closing Date pursuant to this Agreement.account previously specified by AT&T.

Closing Closing Deliveries. (a) The closing of the Transaction transactions described in Section 2.01 (the “Closing”) shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & XxxxxK&E, P.C.at 000 Xxxx Xxxxxx, 000 Xxxxxxxx XxxxxxxxxXxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the date hereof, or at such other placeplace as Purchasers and Sellers shall mutually agree, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at 10:00 A.M. Central time, on the Closing Date; provided that, the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until effective for all such deliveries and actions have been completed. The date and purposes hereunder as of 12:01 A.M. Central time at which on the Closing actually occurs is referred to herein as Date (the “Closing DateEffective Time”.). At the Closing, (i) Purchasers shall pay, or cause to be paid, to (A) Sellers an aggregate amount in cash, by wire transfer of immediately available funds, equal to (1) the Preliminary Purchase Price as determined pursuant to Section 2.02 and (B) the Persons designated by Sellers at least five (5) Business Days prior to the Closing, in accordance with payment instructions delivered by Sellers to Purchasers at least five (5) Business Days prior to the Closing, the Estimated Company Transaction Expenses and (ii) (x) LA Gen Seller will assign and transfer to LA Gen Purchaser all of LA Gen Seller’s right, title and interest in and to the LA Gen Interests and (y) immediately thereafter, South Central Seller will assign and transfer to South Central Purchaser all of South Central Seller’s right, title and interest in and to the South Central Interests. At the Closing, Purchasers and Sellers shall cause to be delivered to the other the documents and instruments required to be delivered under Article IX and Article X. (b) At the Closing, each Seller will deliver, or cause Sellers shall deliver to be delivered, to Purchaser the followingPurchasers: (i) Membership Interest Assignment Agreements, duly executed by LA Gen Seller with respect to the aggregate number of Shares owned by such LA Gen Interests, and South Central Seller on with respect to the Closing Date and set forth opposite such Seller’s name on Schedule ASouth Central Interests, evidenced by or, if the LA Gen Interests or the South Central Interests are certificated, a stock certificate evidencing the LA Gen Interests or stock certificatesthe South Central Interests, as applicable, duly endorsed for transfer by delivery in blank or accompanied by stock unit powers duly executed in blank blank, in form reasonably satisfactory to Purchasers; (ii) certificates dated within ten (10) days of the Closing Date from the appropriate office of the jurisdiction of organization of each of the Acquired Companies certifying that the Acquired Companies are validly existing and in good standing in their respective jurisdictions; (iii) an officer’s certificate, dated the Closing Date, certifying that all of the conditions set forth in Sections 9.01 and 9.02 have been satisfied; (iv) the Transition Services Agreement, duly executed by South Central Seller; (v) the Other Services Agreement, duly executed by South Central Seller, and if desired by South Central Seller, an Affiliate thereof; (vi) the Illustrative Allocation Schedule; (vii) an updated Title Policy Proforma insuring the Real Property of each caseProject, evidencing the Title Company’s commitment to issue the Title Policy upon Purchasers’ payment of the Title Policy premium, (1) which has been updated to reflect the survey required hereunder, (2) listing, other than preprinted exceptions, no Liens, other than Permitted Liens, (3) effective as of the Closing Date, and (4) in form and substance reasonably required by Purchasers (subject to Section 6.08(a)); notwithstanding the foregoing or anything herein to the contrary, if requested (x) as of a specified date the last of the conditions set forth in Article IX have been satisfied or waived by PurchaserPurchasers, with signatures thereon duly guaranteed as the case may be (except for such conditions which by their nature can only be satisfied at the Closing and subject to the satisfaction or notarizedwaiver of such conditions in writing as provided herein) and (y) as of such specified date, Purchasers and/or Sellers have been unable to finalize the Title Policy Proforma required by this Section 2.04(b)(vii) (provided, that such lack of finalization is not attributable to a willful breach of Sellers’ express obligations under Section 6.08 which breach remains uncured ten (10) Business Days after notice of such breach is provided by Purchasers to Sellers in writing), then receipt of a Title Policy Proforma shall no longer as of such specified date be a closing deliverable or a condition precedent to Closing and this Section 2.04(b)(vii) shall automatically and without any other documents further action by any Person be null and void and of no further force or effect; (viii) the NRG Purchase Agreement Assignment, duly executed by South Central Seller; (ix) (A) letters of resignations from the Persons set forth on Section 2.04(b)(ix) of the Sellers Disclosure Schedule who are representatives of Bayou Cove Peaking Power, LLC on the management committee under that are necessary to transfer to Purchaser good certain Joint Ownership Agreement, between Bayou Cove Peaking Power, LLC and marketable title to all such Shares free the City of Alexandria and clear (B) letter of resignation from Xxxx Xxxxx in his capacity as an officer or manager of South Central Seller or any of its controlled Affiliates; (x) letters of resignations from those officers and managers set forth on Section 2.04(b)(x) of the Sellers Disclosure Schedule; (xi) evidence of the release of all Liens (other than any Permitted Liens) set forth in Section 2.04(b)(xi) of the Sellers Disclosure Schedule; (xii) an estoppel certificate executed by South Central Seller in the form attached hereto as Exhibit F; and (iixiii) all other instruments, agreements, documents and certificates and documents expressly required to be delivered by such Seller at Sellers or their respective Affiliates on or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will Purchasers shall deliver, or cause to be delivered, the following to each SellerSellers: (i) the amount Transition Services Agreement, duly executed by Purchasers; (ii) the Other Services Agreement, duly executed by Purchasers, and, if desired by Purchaser, an Affiliate thereof; (iii) an officer’s certificate, dated the Closing Date, certifying that all of the conditions set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such SellerSections 10.01 and 10.02 have been satisfied; and (iiiv) all other instruments, agreements, documents and certificates and documents expressly required to be delivered by Purchaser at Purchasers or their respective Affiliates on or prior to the Closing Date pursuant to this Agreement.

Closing Closing Deliveries. (a) The execution of this Agreement, and the closing of the Transaction Purchase (the “Closing”) ), shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time occur simultaneously on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause Holder shall deliver to be delivered, to Purchaser the followingBuyer: (i) the aggregate number of Shares owned this Agreement, duly executed by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; andHolder; (ii) all other instrumentsan Irrevocable Warrant Power in the form attached hereto as Exhibit B (each, agreements, certificates and documents required a “Warrant Power”) with respect to be delivered each Warrant held by such Seller at or prior Holder, transferring the Warrant from such Holder to the Closing Date pursuant Buyer, duly executed by such Holder; (iii) each original Warrant held by such Holder; (iv) a duly executed consent and waiver from the Company in the form of the consent and waiver attached hereto as Exhibit C whereby the Company has (A) waived any and all notifications, rights of first refusal, preemptive rights or other restrictions on each Holder’s right to execute this AgreementAgreement and sell and transfer the Warrants to the Buyer, (B) consented to, approved and ratified the Buyer’s purchase of the Warrants from the Holders and (C) agreed to and accepted the assignment, conveyance, sale and delivery from each Holder of the Warrants to the Buyer and all of each Holder’s rights thereunder and acknowledges and agreed to the transfer of all of each Holder’s rights and the Company’s obligations to each Holder under the Warrants from each Holder to the Buyer (the “Company Consent”); (v) such other certificates, documents and agreements as the Buyer may reasonably request. (c) At the Closing, Purchaser will deliver, or cause the Buyer shall deliver to be delivered, the following to each SellerHolders: (i) this Agreement, duly executed by the amount set forth opposite Buyer; (ii) a fully executed copy of the Purchase Agreement, which has been duly executed by the Buyer and the sellers that are party thereto; (iii) the Purchase Price to each Seller’s name on Schedule A by Holder via wire transfer of in immediately available and accessible funds to an account designated in writing the accounts and wire transfer instructions provided by each such SellerHolder in Exhibit D attached hereto; and (iiiv) all such other instrumentscertificates, agreements, certificates documents and documents required to be delivered by Purchaser at or prior to agreements as the Closing Date pursuant to this AgreementHolders may reasonably request.

Closing Closing Deliveries. (a) The closing a. Subject to any terms of this Agreement to the contrary, this transaction shall close, the balance of the Transaction Purchase Price will be paid to Seller as provided above, and the Deed (defined hereinbelow) and other transaction documents shall be delivered (collectively, the "CLOSING") at a meeting between representatives of Purchaser and Seller to occur on the FOURTH (4TH) business day following the Judgment referenced in paragraph 1c. herein becoming final as provided in the Settlement Agreement referenced in paragraph 1c. herein and attached hereto as Exhibit "C" (the “Closing”) "CLOSING DATE"), provided, however, that in the event the Judgment does not become final by June 1, 1999, Purchaser shall, at Purchaser's option, have the right to terminate this Agreement by notice in writing to Seller and thereupon Purchaser shall be entitled to a return of its Escrow Deposit. It is presently anticipated the Judgment referenced in paragraph 1c. herein will become final on April 21, 1999. The Closing shall take place at the law offices of Xxxxxxxxx XxXxxxxxxx and Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx0000 0xx Xx. X., Xxxxx 000, Xxxxx XxxxxxXx. Xxxxxxxxxx, Xxxxxxxxxx Xxxxxxx 00000, at 10:00 a.m. local time 3:00 p.m. on the date hereof, or at such other place, date and time as Sellers and Purchaser may agreeday of closing. All deliveries to be made or other actions to be taken at Possession of the Closing Property shall be deemed delivered to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time Purchaser at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; andleases, tenancies, licenses and other occupancy agreements. b. On the Closing Date, Seller or Seller and Purchaser, as appropriate, shall execute and deliver all of the following (all of which shall be in form prepared by Seller and reasonably satisfactory to Purchaser): i. A Florida statutory form warranty deed (the "DEED") in recordable form, duly executed, witnessed and acknowledged by Seller, conveying the Property to Purchaser free and clear of all liens and encumbrances, except the Permitted Encumbrances, as defined in Paragraph 5.a. of this Agreement below. ii. A sworn affidavit, duly executed by Seller, making such reasonable, customary and truthful statements as may be required by the Title Insurance Company for the purpose of insuring Purchaser's title, subject to the Permitted Encumbrances. iii. Such other documentation (including any reasonable and truthful affidavits) as may be reasonably required by the Title Insurance Company to evidence that all of the above-described instruments have been duly and validly authorized, executed and delivered by Seller, that Seller is authorized to consummate the transaction and to transfer and convey the Property to Purchaser and that the instruments of conveyance and transfer are sufficient to vest title to the Property in Purchaser, free and clear of all liens and encumbrances except the Permitted Encumbrances. iv. A sworn affidavit or other instrumentsdocumentation, agreementsduly executed by Seller, certificates establishing an exemption from alien withholding under Section 1445 of the Internal Revenue Code of 1986 (the "CODE"). If Seller is unable to execute and deliver such affidavit to Purchaser, then Seller will comply with its withholding obligations under Section 1445 of the Code. v. A closing statement or statements, duly executed by Seller and Purchaser, accounting for payment of the Purchase Price, the Escrow Deposit, all credits, adjustments and prorations required by this Agreement and the costs and expenses of the transaction. All of the above documents will be prepared by Seller and drafts delivered to Purchaser for approval not later than two (2) business days prior to the Closing Date. c. In addition to any documents required to be executed and delivered by such Seller Purchaser above, at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will deliver, shall execute and/or deliver to Seller or cause to be delivered, the following to each SellerTitle Insurance Company all of the following: i. Funds in an amount equal to the balance of the Purchase Price (i) after credits, adjustments and prorations required by this Agreement), plus Purchaser's expenses of the amount set forth opposite each Seller’s name on Schedule A sale, for delivery to Seller or the Title Insurance Company, by a wire transfer of immediately available funds on the Closing Date, pursuant to an account designated in writing the terms of this Agreement. ii. Such documentation as may be reasonably required by each such Seller; and (ii) the Title Insurance Company to evidence that all other instruments, agreements, certificates instruments executed by Purchaser have been duly and documents required to be validly authorized and delivered by Purchaser at or (and, in the event of assignment to the Related Entity, as later defined, by the Related Entity), that Purchaser and/or the Related Entity, if applicable, is in good standing, duly organized, and authorized to consummate the transaction, and that Purchaser and/or the Related Entity, if applicable, has been duly authorized to accept transfer and conveyance of the Property from Seller. iii. As to the Property being purchased pursuant to the terms of this Agreement, an Assumption and Hold Harmless Agreement duly executed by Purchaser assuming Seller's obligations under paragraph 4 of the Agreement between Seller and Xxxxx Xxxxxxxxx ("Xxxxxxxxx Agreement") and agreeing to indemnify and hold harmless Seller from any costs, judgment, claims and attorneys' fees arising out of Purchaser's failure to perform Seller's obligations under paragraph 4 of the Xxxxxxxxx Agreement. iv. As to the portion of the property described on Exhibit "A" attached hereto which is not being purchased pursuant to the terms of this Agreement, Seller shall execute a Hold Harmless Agreement agreeing to indemnify and hold harmless Purchaser from any costs, judgment, claims and attorneys' fees arising out of Seller's failure to perform Seller's obligations under paragraphs 1, 2, 3, 4, 5, 6 and 7 of the Xxxxxxxxx Agreement with the exception of the obligation to construct the 6' masonry wall referenced in paragraph 1.c.iii. herein. v. A declaration of restrictions to be agreed upon between Seller and Purchaser prior to closing whereby the Closing Date pursuant parties agree to this proportionately share based upon the size of their respective parcels share in the cost of maintenance and repair of the wall and landscaping described in the Settlement Agreement.

Closing Closing Deliveries. (a) The closing of the Transaction transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx and Xxxxxx, Xxxxxxxxxx 00000P.A., 2200 IDS Center, 00 Xxxxx 0xx Xxxxxx, Xxxxxxxxxxx, XX 00000 at 10:00 a.m. a.m., local time time, no later than the first Friday that is a Business Day following the second Business Day on which the date hereoflast of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) shall have been fulfilled or waived (if permissible) in accordance with this Agreement or at such other place, time and place as CCBI and the Company shall agree (the date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at on which the Closing actually occurs is referred to herein as the “Closing Date”). (b) At the Closing, each Seller will deliver, or cause CCBI shall deliver to be delivered, to Purchaser the followingCompany: (i) a copy of the aggregate number CCBI Articles of Shares owned Incorporation, certified as of a recent date by such Seller on the MDAT; (ii) a certificate of good standing of CCBI, issued as of a recent date by the MDAT; (iii) a certificate of the Secretary or an Assistant Secretary of CCBI, dated the Closing Date Date, in form and set forth opposite such Seller’s name on Schedule substance reasonably satisfactory to the Company, certifying as to (A) no amendments to the CCBI Articles of Incorporation since a specified date, evidenced by a stock certificate or stock certificates(B) the Bylaws of CCBI (the “CCBI Bylaws”), duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each caseC) the resolutions of the Board of Directors of CCBI authorizing the execution and performance of this Agreement and the transactions contemplated herein, if requested by Purchaser, with and (D) the incumbency and signatures thereon duly guaranteed or notarized) of the officers of CCBI executing this Agreement and any other documents that are necessary agreement, certificate or instrument executed by CCBI hereunder; (iv) a copy of the Articles of Association of CCBI Bank (the “CCBI Bank Articles of Association”) certified as of a recent date by the OCC; (v) a certificate of good standing of CCBI Bank, issued as of a recent date by the OCC; (vi) a certificate of the Secretary or an Assistant Secretary of CCBI Bank, dated the Closing Date, in form and substance reasonably satisfactory to transfer the Company, certifying as to Purchaser good (A) no amendments to the CCBI Bank Articles of Association since a specified date, (B) the Bylaws of CCBI Bank, (C) the resolutions of the Board of Directors of CCBI Bank authorizing the execution and marketable title performance of the Bank Merger Agreement and the transactions contemplated therein and the duly executed Consent of Sole Stockholder of CCBI Bank approving the Bank Merger Agreement and the Bank Merger, and (D) the incumbency and signatures of the officers of CCBI Bank executing the Bank Merger Agreement and any other agreement, certificate or instrument executed by CCBI Bank under the Bank Merger Agreement; (vii) all consents, waivers or approvals (including regulatory approvals) obtained by CCBI or CCBI Bank with respect to all such Shares free and clear the consummation of all Liensthe transactions contemplated by this Agreement; and (iiviii) all other instruments, agreements, certificates the certificate from the Exchange Agent certifying its receipt of sufficient cash and documents required irrevocable authorization to be delivered by such Seller at or prior issue shares of CCBI Common Stock to satisfy CCBI’s obligations to pay the Closing Date pursuant to this Agreementaggregate Merger Consideration. (c) At the Closing, Purchaser will deliver, or cause the Company shall deliver to be delivered, the following to each SellerCCBI: (i) a copy of the amount set forth opposite Articles of Incorporation of the Company (the “Company Articles of Incorporation”), certified as of a recent date by the Secretary of State of the State of Minnesota; (ii) a certificate of good standing of the Company, issued as of a recent date by the Secretary of State of the State of Minnesota; (iii) a certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to CCBI, certifying as to (A) no amendments to the Company Articles of Incorporation since a specified date, (B) the Bylaws of the Company (the “Company Bylaws”), (C) the resolutions of the Board of Directors of the Company authorizing the execution and performance of this Agreement and the transactions contemplated herein, (D) the resolutions of the shareholders of the Company approving and adopting this Agreement in accordance with the MBCA, (E) the incumbency and signatures of the officers of the Company executing this Agreement and any other agreement, certificate or instrument executed by the Company hereunder, and (F) the resignations of each Seller’s name on Schedule A director of the Company; (iv) a copy of the Certificate of Incorporation of the Company Bank, certified as of a recent date by wire transfer the Secretary of immediately available funds State of the State of Minnesota; (v) a certificate of good standing of the Company Bank issued as of a recent date by the Secretary of State of the State of Minnesota, or a certificate of status issued as of a recent date by the Minnesota Financial Institutions Division; (vi) a certificate of the Secretary or an Assistant Secretary of the Company Bank, dated the Closing Date, in form and substance reasonably satisfactory to an account designated in writing CCBI, certifying as to (A) no amendments to the Certificate of Incorporation of the Company Bank since a specified date, (B) the Bylaws of the Company Bank, (C) the resolutions of the Board of Directors of the Company Bank authorizing the execution and performance of the Bank Merger Agreement and the transactions contemplated therein, (D) the incumbency and signatures of the officers of the Company Bank executing the Bank Merger Agreement and any other agreement, certificate or instrument executed by the Company Bank thereunder, and (E) the resignations of each such Sellerdirector of the Company Bank; and (iivii) all other instrumentsconsents, agreements, certificates waivers or approvals (including regulatory approvals) obtained by the Company and documents required to be delivered by Purchaser at or prior the Company Bank with respect to the Closing Date pursuant to consummation of the transactions contemplated by this Agreement.

Closing Closing Deliveries. (a) The closing of the Transaction (the “Closing”) shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx Sxxxxxxxx Yxxxx Cxxxxxx & XxxxxRxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx600 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000000, Xxxxx XxxxxxXxxxxxx Xxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree, subject to the condition that Purchaser and the Company execute and deliver the Stock Purchase Agreement and the CVR Agreement by and between such parties concurrent with the Closing and deliver executed copies thereof to the parties hereto, and the Exchange shall have occurred, or if applicable, Parent shall have taken the action set forth in Section 5.03 of the Exchange Agreement, in either case concurrently with the Closing. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificatesand, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; andLiens (other than Liens imposed by applicable securities Laws); (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Parent and Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount amount(s) set forth opposite each Seller’s name on Schedule A for the Shares, by wire transfer of immediately available funds to an account designated in writing by each such Seller; (ii) the CVRs set forth opposite such Seller’s name on Schedule A by delivering the CVR Agreement, with each Seller identified, in the register maintained by the CVR Rights Agent for the purpose of identifying the holders of CVRs pursuant to the terms of the CVR Agreement, as the holder of such number of CVRs; and (iiiii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement. (d) Within one day following the Closing Date, Parent and Purchaser will deliver, or cause to be delivered, against receipt of the aggregate number of Warrants owned by such Seller on such date and set forth opposite such Seller’s name on Schedule A in the form of a warrant certificate or certificates, which the parties agree shall be deemed cancelled in all respects as of such date and without any further action on the part of any party, the amount(s) set forth opposite each Seller’s name on Schedule A for the Warrants, by wire transfer of immediately available funds to an account designated in writing by each such Seller.

Closing Closing Deliveries. (a) The closing of the Transaction Merger and the transactions contemplated by this Agreement (the “Closing”) shall take place immediately prior to the Effective Time at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & XxxxxXxxxxxx, P.C.P.A., located at 000 Xxxxxxxx Xxxx Xxx Xxxx Xxxxxxxxx, Xxxxx 0000000, Xxxxx XxxxxxXxxx Xxxxxxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the date hereofXxxxxxx, or at such other placeplace as may be mutually agreeable to each of the Parties (including by means of facsimile, date email or other electronic transmission), at 10:00 a.m., local time, on the Business Day immediately following the satisfaction or waiver of all closing conditions set forth in Articles VI and time as Sellers and Purchaser may agree. All deliveries VII (other than those conditions that by their nature are to be made or other actions to be taken satisfied at the Closing shall be deemed Closing, but subject to occur simultaneously, and no the satisfaction or waiver of such delivery condition as of the Closing) or action shall be deemed complete until all such deliveries and actions have been completed. The other date and time at which as the Closing actually occurs is referred to herein as Parties may agree upon (the “Closing Date”). Notwithstanding anything contained herein to the contrary, the Parties acknowledge and agree that the Closing shall not occur on, and the Closing Date shall not be, any date prior to March 2, 2019. (b) At the least three (3) Business Days prior to Closing, each Seller will deliver, or cause the Company shall deliver to Parent a statement (the “Estimated Closing Statement”) setting forth in writing (together with reasonable supporting documentation) the Company’s good faith estimates (which estimates shall be delivered, reasonably satisfactory to Purchaser the following: Parent) of (i) the aggregate number Closing Indebtedness, if any (the “Estimated Closing Indebtedness”), (ii) the Transaction Expenses (including to the payees thereof and their respective wire instruction information) (the “Estimated Transaction Expenses”), (iii) the Closing Cash, if any (the “Estimated Closing Cash”), (iv) a balance sheet of Shares owned by such Seller on the Company as of the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarizedthe “Estimated Closing Balance Sheet”) and any other documents that are necessary to transfer to Purchaser Net Working Capital derived therefrom (the “Estimated Net Working Capital”), and (v) based on such estimates in clauses (i) – (iv), the Company’s good faith estimate of the Closing Merger Consideration, the Per Share Series A-2 Closing Merger Consideration Amount and marketable title to all such Shares free the Per Share Remaining Closing Merger Consideration Amount and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or a schedule setting forth for each Securityholder immediately prior to the Effective Time (such schedule, the “Merger Consideration Spreadsheet”); the applicable portion of the Closing Date pursuant Merger Consideration payable to this Agreementeach Securityholder, a percentage reflecting such Securityholder’s Securityholder Pro Rata Basis (in respect of the Closing Merger Consideration) and the estimated portion of the Expense Funds (assuming a full payout thereof) payable thereto if and to the extent paid to the Securityholders and the Earn-Out Amount (assuming solely for illustrative purposes, based on the Minimum Earn-Out Amount) payable and issuable to the Securityholders. (c) At the Closing, Purchaser will deliver, Parent shall deliver or cause to be delivered, delivered to the following to Company each Sellerof the following: (i) a copy of the amount set forth opposite each Seller’s name on Schedule A Paying Agent Agreement duly executed by wire transfer of immediately available funds to an account designated in writing by each such SellerParent and the Paying Agent; and (ii) all other instrumentsa certificate (signed by an officer of Parent), agreementsdated the Closing Date, certificates and documents required stating that the conditions specified in Section 7.1 have been fully satisfied. (d) At the Closing, the Company shall deliver or cause to be delivered by Purchaser at or to Parent each of the following: (i) payoff letters with respect to all indebtedness for borrowed money of the Company outstanding as of immediately prior to the Closing, if any, and releases of (or authorizations to release) any and all Liens with respect thereto held by third parties shall have been obtained, if any, all on terms reasonably satisfactory to Parent; (ii) a copy of the Paying Agent Agreement duly executed by the Company, the Securityholders’ Representative and the Paying Agent; (iii) a copy of a securityholder agreement in substantially the form of Exhibit A attached hereto (each, a “Securityholder Agreement”) duly executed by: (A) Stockholders representing at least ninety percent (90%) of the issued and outstanding shares of Company Stock as of immediately prior to the Effective Time and (B) Optionholders representing at least ninety percent (90%) of the shares of Common Stock underlying the outstanding Stock Options as of immediately prior to the Effective Time; (iv) a certificate (signed by an officer of the Company), dated the Closing Date pursuant Date, stating that the conditions specified in Section 6.1 and Section 6.10 have been fully satisfied; (v) a certificate (signed by an officer of the Company) which certifies that the following are true and correct: (A) the Organizational Documents of the Company, (B) the resolutions or consents of the board of directors of the Company authorizing and approving the execution, delivery and performance of this Agreement and the other Transaction Agreements to this Agreementwhich it is a party and the consummation of the transactions contemplated hereby and thereby, and terminating and cancelling the Existing Stock Option Plan and all Stock Options outstanding thereunder, effective as of the Closing, and (C) the Stockholder Approval; (vi) a certificate of good standing (or the equivalent) of the Company from the Secretary of State of the State of Delaware dated within ten (10) days of the Closing Date; (vii) an affidavit, under penalties of perjury, stating that the Company is not and has not been in the applicable period under Code Section 897(c)(1)(A(ii) a United States real property holding corporation, dated as of the Closing Date, in form and substance required under Treasury Regulation Section 1.897-2(h); and (viii) resignations, effective as of the Closing, of each director and officer of the Company identified by Parent at least five (5) Business Days prior to the Closing, each in form and substance reasonably satisfactory to Parent.

Closing Closing Deliveries. (a) The closing of the Transaction transactions contemplated by this Agreement (the “Closing”"CLOSING") and all actions specified in this Agreement to occur at the Closing shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx Akin, Gump, Strauss, Hauer & XxxxxFeld, P.C.L.L.P., 000 Xxxxxxxx Xxxxxxxxx1333 New Hampshire Avenue, Xxxxx 000N.W., Xxxxx XxxxxxSuite 400, Xxxxxxxxxx Xashingtox, D.C. 00000, at 10:00 a.m. local time xx 00:00 x.x., xxxxx xxxx, xx xxxxx xxxx xxx xxxxx xxxxxxxx day following the day on which the date hereof, last of the conditions set forth in ARTICLE VI shall have been fulfilled or waived (if permissible) or at such other place, time and place as Parent and the Company shall agree (the date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at of the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing "CLOSING Date”"). (b) At Subject to fulfillment or waiver of the Closingconditions for its benefit set forth in ARTICLE VI, each Seller will deliver, or cause at the Closing Parent shall deliver to be delivered, to Purchaser the Company all of the following: (i) a copy of the aggregate number Certificate of Shares owned Incorporation of Parent (the "PARENT CHARTER"), certified as of a recent date by such Seller on the Secretary of State of the State of Delaware; (ii) a certificate of good standing of Parent, issued as of a recent date by the Secretary of State of the State of Delaware; (iii) a certificate of the Secretary or an Assistant Secretary of Parent, dated as of the Closing Date Date, in form and set forth opposite such Seller’s name on Schedule substance reasonably satisfactory to the Company, as to (A, evidenced ) no amendments to the Parent Charter since a specified date; (B) the Bylaws of Parent (the "PARENT BYLAWS"); (C) the resolutions of the Board of Directors of Parent authorizing the execution and performance of this Agreement and the transactions contemplated herein; and (D) the incumbency and signatures of the officers of Parent executing this Agreement; (iv) the certificate contemplated by a stock certificate or stock certificatesSECTION 6.1(a), duly endorsed for transfer executed by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) the Chief Executive Officer and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear the Chief Financial Officer of all LiensParent; and (iiv) all other instruments, agreements, certificates and documents required to be delivered Consents (as hereinafter defined) obtained by such Seller at or prior Parent with respect to the Closing Date pursuant to consummation of the transactions contemplated by this Agreement. (c) At Subject to fulfillment or waiver of the Closingconditions set forth in ARTICLE VI, Purchaser will deliver, or cause at the Closing Sub shall deliver to be delivered, the following to each SellerCompany all of the following: (i) a copy of the amount set forth opposite each Seller’s name on Schedule A Certificate of Incorporation of Sub certified as of a recent date by wire transfer the Secretary of immediately available funds to an account designated in writing State of the State of Delaware; (ii) a certificate of good standing of Sub, issued as of a recent date by each such Sellerthe Secretary of State of the State of Delaware; and (iiiii) all other instrumentsa certificate of the Secretary or an Assistant Secretary of Sub, agreementsdated as of the Closing Date, certificates in form and documents required to be delivered by Purchaser at or prior substance reasonably satisfactory to the Closing Date pursuant Company, as to (A) no amendments to the Certificate of Incorporation of Sub since a specified date; (B) the Bylaws of Sub; (C) the resolutions of the Board of Directors of Sub authorizing the execution and performance of this Agreement and the transactions contemplated herein and the written consent of Parent in its capacity as sole stockholder of Sub adopting this Agreement in accordance with the DGCL; and (D) the incumbency and signatures of the officers of Sub executing this Agreement. (d) Subject to fulfillment or waiver of the conditions for its benefit set forth in ARTICLE VI, at the Closing the Company shall deliver to Parent all of the following: (i) a copy of the Company Charter, certified as of a recent date by the Secretary of State of the State of Delaware, and a copy of BSI's Articles of Incorporation, certified as of a recent date by the Secretary of State of the State of California; (ii) a certificate of good standing and tax certificates of the Company, issued as of a recent date by the Secretary of State of the State of Delaware, a certificate of good standing of each Subsidiary of the Company issued as of a recent date by the Secretary of State of the jurisdiction of its incorporation or organization and certificates of good standing of the Company and each of its Subsidiaries for each jurisdiction where it is registered or qualified to conduct business as a foreign corporation; (iii) a certificate of the Secretary or an Assistant Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to Parent, as to (A) no amendments to the Company Charter since a specified date; (B) the Company Bylaws; (C) the resolutions of the Board of Directors of the Company authorizing the execution and performance of this Agreement and the transactions contemplated herein and the resolutions of the stockholders of the Company adopting this Agreement in accordance with the DGCL; and (D) the incumbency and signatures of the officers of the Company executing this Agreement; (iv) all Consents obtained by the Company with respect to the consummation of the transactions contemplated by this Agreement including all those identified on SECTION 6.2(c) of the Company Letter; (v) the certificate contemplated by SECTION 6.2(a), duly executed by the Chief Executive Officer and the Chief Financial Officer of the Company; and (vi) all of the Company Records (as hereinafter defined) and all original stock certificates evidencing all of the outstanding shares of each Subsidiary of the Company other than shares identified on SECTION 3.3 of the Company Letter as being owned by third Persons, assuming repayment by the Company of all obligations outstanding under the Credit Agreement dated as of August 17, 1998 among Bell Sports, Inc., as Borrower, Bell Sports Corp., as x Xxarantor and the Lenders party xxxxeto (the "EXISTING CREDIT AGREEMENT").

Closing Closing Deliveries. (a) The closing of the Transaction transactions contemplated by this Agreement (the “Closing”) and all actions specified in this Agreement to occur at the Closing shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Nyemaster Xxxxx, P.C., 000 Xxxxxxxx XxxxxxxxxXxxxxx, Xxxxx 0000000, Xxxxx Xxx Xxxxxx, Xxxxxxxxxx 00000, Xxxx at 10:00 a.m. a.m., local time time, no later than the first Friday that is a Business Day following the second Business Day on which the date hereoflast of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) shall have been fulfilled or waived (if permissible) in accordance with this Agreement or at such other place, time and place as ANC and ICB shall agree (the date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at on which the Closing actually occurs is referred to herein as the “Closing Date”); provided, however, that the Closing Date shall not occur prior to October 11, 2019. (b) At Subject to fulfillment or waiver of the Closingconditions set forth in Article VII, each Seller will deliver, or cause at the Closing ANC shall deliver to be delivered, to Purchaser ICB all of the following: (i) a certificate of existence of ANC issued as of a recent date by the aggregate number Iowa Secretary of Shares owned State; (ii) a certificate of the Secretary of ANC, dated the Closing Date, in form and substance reasonably satisfactory to ICB, as to (A) the Articles of Incorporation of ANC (the "ANC Articles"), (B) the Bylaws of ANC (the "ANC Bylaws"), (C) the resolutions of the Board of Directors of ANC (the "ANC Board") authorizing the execution and performance of this Agreement and the transactions contemplated herein, and (D) the incumbency and signatures of the officers of ANC executing this Agreement and any other agreement, certificate or instrument executed by such Seller on ANC hereunder; (iii) evidence of all Requisite Regulatory Approvals obtained by ANC with respect to the consummation of the transactions contemplated by this Agreement; (iv) the officers certificate of ANC contemplated by Section 7.2(c); (v) payment of the Closing Date Payment in accordance with Section 1.4; (vi) the Indemnity Escrow Agreement executed by ANC; (vii) the ESOP Escrow Agreement (as defined in Section 8.7(c)) executed by ANC; (viii) the Non-Compete Agreement (as defined in Section 7.3(g)) executed by ANC; and (ix) such other agreements, documents, instruments or certificates as may be reasonably required to effectuate the transactions contemplated by this Agreement to be executed and delivered by ANC. (c) Subject to fulfillment or waiver of the conditions set forth opposite such Seller’s name on Schedule in Article VII, at the Closing ICB shall deliver to ANC all of the following: (i) a certificate of existence of ICB issued as of a recent date by the Iowa Secretary of State; (ii) a copy of the Renewed, Amended and Substituted Articles of Incorporation of Bank, as amended (the “Bank Articles”) certified as of a recent date by the Iowa Secretary of State; (iii) a certificate of good standing of Bank issued as of a recent date by the Iowa Division of Banking (the “Iowa Banking Division”); (iv) a certificate of the Secretary or an Assistant Secretary of Bank, dated the Closing Date, in form and substance reasonably satisfactory to ANC, as to (A) the Bank Articles, evidenced by a stock (B) the Bylaws of Bank (the “Bank Bylaws”), (C) the resolutions of the Board of Directors of Bank (the “Bank Board”) authorizing the execution and performance of this Agreement and the transactions contemplated herein, (D) the incumbency and signatures of the officers of Bank executing this Agreement and any other agreement, certificate or instrument executed by Bank hereunder, (E) the resignations of each director of Bank and (F) the resignation of such executive officers of Bank as ANC may request prior to Closing; (v) a certificate of the Secretary or an Assistant Secretary of ICB, dated the Closing Date, in form and substance reasonably satisfactory to ANC, as to (A) the Articles of Incorporation of ICB (the "ICB Articles"), (B) the Bylaws of ICB (the "ICB Bylaws"), (C) the resolutions of the shareholders of ICB and the resolutions of the Board of Directors of ICB (the "ICB Board") authorizing the execution and performance of this Agreement and the transactions contemplated therein, and (D) the incumbency and signatures of the officers of ICB executing this Agreement and any other agreement, certificate or instrument executed by ICB thereunder; (vi) evidence of all Required Third-Party Consents and all Requisite Regulatory Approvals obtained by ICB or Bank with respect to the consummation of the transactions contemplated by this Agreement; (vii) the ESOP Escrow Agreement executed by Knocks; (viii) the officers certificate of ICB and Bank contemplated by Section 7.3(c); (ix) the stock certificates, certificate(s) representing the Bank Stock duly endorsed for transfer by delivery ICB or accompanied by stock powers instruments of transfer duly executed in blank by ICB; (in each casex) the Indemnity Escrow Agreement executed by ICB; (xi) the Non-Compete Agreement executed by ICB and Xxxx X. Knock; (xii) a certification of the Indenture Trustee setting forth the Indenture Satisfaction Amount to be deposited with the Indenture Trustee at Closing, if together with such other documentation as may reasonably be requested by PurchaserANC related to the redemption of the ICB Debenture and the Trust Securities; and (xiii) such other agreements, with signatures thereon duly guaranteed documents, instruments or notarizedcertificates as may be reasonably required to effectuate the transactions contemplated by this Agreement to be executed by ICB or Bank. (d) At or prior to Closing, Bank shall execute and any other documents that are deliver to ICB such documents, instruments and agreements necessary to transfer to Purchaser good ICB such assets of Bank, not shown on the books and marketable title to all such Shares free and clear records of all Liens; and (iiBank, as are listed in Schedule 1.5(d) all other instrumentsof the ICB Letter, agreements, certificates and documents required to which may be delivered updated by such Seller at or ICB in its sole discretion prior to the Closing Date pursuant with respect to this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or loans charged-off prior to the Closing Date pursuant to this AgreementClosing. Bank will cooperate in processing any payments of non-ledger assets.

Closing Closing Deliveries. (a) The closing delivery of the Transaction Deed and the consummation of the transactions contemplated by this Agreement (the “Closing”) ), shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxxthe Escrow Agent on August 3, P.C.2015, 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the date hereof, or at such other place, date and time unless extended by Buyer as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as set forth below in this Section 9(a) (the “Closing Date”). The Closing shall be an escrow-style closing, where the Title Company shall be the recipient of all documents and funds and shall disburse the same pursuant to this Agreement and the Settlement Statement (as defined in Section 9(b)). Each party hereby agrees and acknowledges that the Closing Date is material to this Agreement. Either party’s failure to complete the Closing on the Closing Date will result in immediate and material damages to the other party and, therefore, the parties hereby agree and acknowledge that the Closing Date, is and shall be TIME OF THE ESSENCE and either party’s failure to close on the Closing Date shall be a material default by such party which each party agrees and acknowledges cannot be cured by Section 8(c) and Section 8(a) or 8(b), as applicable, shall apply. Accordingly, Section 8(c) shall not apply to any such material default. Notwithstanding anything contained herein to the contrary, Buyer may elect to extend the Closing Date for up to thirty (30) days upon giving written notice thereof to Seller on or before July 31, 2015, accompanied by depositing with Escrow Agent simultaneously with such notice, an additional non-refundable deposit (to be applied to the Purchase Price at Closing), in the sum of Five Million and 00/100 ($5,000,000.00) for such extension (the “Extension Deposit”). Thereafter, the term “Deposit” shall refer to the $27,000,000.00 deposited with the Escrow Agent pursuant to Section 6 above and the Extension Deposit, together with any interest earned thereon. (b) At Not less than two (2) business days prior to the ClosingClosing Date, the Seller shall deliver the following original documents to the Title Company, each executed by the Seller will deliver(except as specified in clause (iv) below) and acknowledged, or cause to be delivered, to Purchaser the followingif necessary: (i) the aggregate number Deed; (ii) a xxxx of Shares owned by such sale in the form attached hereto as Exhibit I whereby Seller on and GCI (whose name will then be TEGNA Inc.) convey to Buyer, all of Seller’s, and/or GCI’s right, title and interest in and to the Closing Date and set forth opposite such Seller’s name on Schedule APersonal Property, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liensliens and encumbrances except Permitted Exceptions (subject to the provisions of Section 3 above), including an assignment by Seller and GCI to Buyer of all of their rights under the Permits, Plans (to the extent available), Warranties (if any) and Other Rights (if any) (the “Xxxx of Sale”); (iii) a lease between Buyer, as landlord, and GCI (whose name will then be TEGNA Inc.), as tenant (the “TEGNA Lease”); (iv) a certificate that all of Seller’s and GCI’s representations and warranties in this Agreement are true and correct in all respects as of the Closing Date in the form attached hereto as Exhibit J; (v) an assignment and assumption agreement relating to the assignment of the Seller’s rights in the Leases in the form attached hereto as Exhibit K (the “Assignment of Leases ”); (vi) a property management agreement between Buyer, as owner, and GCI (whose name will then be TEGNA Inc.), as manager (the “Management Agreement”); (vii) an owner’s affidavit in a form attached hereto as Exhibit L; (viii) an affidavit as to its non-foreign status within the meaning of Sections 1445 or 7701 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder; (ix) a settlement statement (the first draft of which Buyer shall cause to be prepared by the Title Company not less than five (5) business days prior to Closing) showing all of the payments, adjustments and prorations provided for in this Agreement and otherwise agreed upon by the Seller and the Buyer, in each party’s reasonable discretion (the “Settlement Statement”); (x) notice letters to each tenant under any of the Leases notifying each tenant of the conveyance of the Property to the Buyer and advising each tenant that, following the Closing Date, all future payments of rent are to be made to the Buyer, in the form attached hereto as Exhibit M (the “Tenant Notices”); (xi) to the extent same are in the possession of Seller, (1) all Plans with respect to the Property and (2) all original Permits pertaining to the Property and required for the use or occupancy thereof; (xii) to the extent same are in the possession of Seller, copies of all records of Seller relating to Leases, operations, service, repair and maintenance of the Property including the tenant files, and an updated and certified Rent Roll dated as of the date of Closing; (xiii) a Satisfactory Tenant Estoppel (as defined in Section 14) executed by SpinCo and, to the extent same are in the possession of Seller, a Satisfactory Tenant Estoppel executed by each of Octagon, Inc. and Maximus, Inc,; (xiv) to the extent Seller is not in possession of a Satisfactory Tenant Estoppel executed by Octagon, Inc. and/or Maximus, Inc., a Satisfactory Landlord Estoppel (as defined in Section 14) executed by Seller and GCI (whose name will then be TEGNA Inc) pertaining to any applicable Lease for which a Satisfactory Tenant Estoppel is not delivered; (xv) such transfer/recordation tax forms and other documents as may be reasonably required by the Buyer or the Title Company as a condition to the recordation of the Deed and Closing hereunder, including, without limitation, a commercially reasonable Gap Indemnity; and (iixvi) all other instruments, agreements, certificates and documents such evidence as may be reasonably required to be delivered by such Seller at or prior the Title Company with respect to the Closing Date pursuant to this Agreementauthority of the person executing the Deed. (c) At Not less than two (2) business days prior to the Closing, Purchaser will deliver, or cause to be deliveredClosing Date, the Buyer shall deliver the following original documents to the Title Company, each Sellerexecuted by the Buyer and acknowledged, if necessary: (i) the amount set forth opposite each SellerTEGNA Lease; (ii) the SpinCo Lease; (iii) a certificate that all of Buyer’s name on Schedule A by wire transfer representations and warranties in this Agreement are true and correct in all respects as of immediately available funds to an account designated the Closing Date in writing by each such Sellerthe form attached hereto as Exhibit N; (iv) the Assignment of Leases; (v) the Management Agreement; (vi) the Settlement Statement; (vii) the Tenant Notices; and (iiviii) all such transfer/recordation tax forms and other instruments, agreements, certificates and documents as may be reasonably required to be delivered by Purchaser at the Seller or prior the Title Company as a condition to the recordation of the Deed and Closing Date pursuant to this Agreementhereunder.

Closing Closing Deliveries. (a) The closing of the Transaction transactions contemplated by this Agreement (the “"Closing”") and all actions specified in this Agreement to occur at the Closing shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx Sidley Austin Brown & XxxxxWood LLP, P.C.Bank One Plaza, 000 Xxxxxxxx Xxxxxxxxx10 South Dearborn Street, Xxxxx 000Chixxxx, Xxxxx XxxxxxXxxxxxis, Xxxxxxxxxx 00000xx 10:00 a.m., local time, xx xxxxx xxxx xxx xxxxxx xxxxxxxx xxx xxxlowing the day on which the last of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at 10:00 a.m. local time on the date hereofClosing, but subject to the fulfillment or waiver of those conditions) shall have been fulfilled or waived (if permissible) in accordance with this Agreement or at such other place, date time and time place as Sellers Parent and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing Company shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which agree (the Closing actually occurs is referred to herein as the “"Closing Date”"). (b) At Subject to fulfillment or waiver of the Closingconditions set forth in Article VI, each Seller will deliver, or cause at the Closing Parent shall deliver to be delivered, to Purchaser the Company all of the following: (i) a copy of the aggregate number Restated Certificate of Shares owned Incorporation, as amended, of Parent (the "Parent Charter"), certified as of a recent date by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule ASecretary of State of the State of Delaware; (ii) a certificate of good standing of Parent, evidenced issued as of a recent date by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear the Secretary of all LiensState of the State of Delaware; and (iiiii) all other instrumentsa certificate of the Secretary or an Assistant Secretary of Parent, agreementsdated the Closing Date, certificates in form and documents required to be delivered by such Seller at or prior substance reasonably satisfactory to the Closing Date pursuant Company, as to (A) no amendments to the Parent Charter since a specified date, (B) the Amended and Restated Bylaws of Parent (the "Parent Bylaws"), (C) the resolutions of the Board of Directors of Parent authorizing the execution and performance of this Agreement and the transactions contemplated herein and (D) the incumbency and signatures of the officers of Parent executing this Agreement. (c) At Subject to fulfillment or waiver of the Closingconditions set forth in Article VI, Purchaser will deliver, or cause at the Closing Sub shall deliver to be delivered, the following to each SellerCompany all of the following: (i) a copy of the amount set forth opposite each Seller’s name on Schedule A Certificate of Incorporation of Sub, certified as of a recent date by wire transfer the Secretary of immediately available funds to an account designated in writing State of the State of Delaware; (ii) a certificate of good standing of Sub, issued as of a recent date by each such Sellerthe Secretary of State of the State of Delaware; and (iii) a certificate of the Secretary or an Assistant Secretary of Sub, dated the Closing Date, in form and substance reasonably satisfactory to the Company, as to (A) no amendments to the Certificate of Incorporation of Sub since a specified date, (B) the Bylaws of Sub, (C) the resolutions of the Board of Directors of Sub authorizing the execution and performance of this Agreement and the transactions contemplated herein, (D) the written consent of Parent in its capacity as sole stockholder of Sub approving and adopting this Agreement in accordance with Section 251 of the DGCL and (E) the incumbency and signatures of the officers of Sub executing this Agreement and any other agreement or certificate executed by Sub in connection with the Closing. (d) Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing the Company shall deliver to Parent all of the following: (i) a copy of the Company Charter, certified as of a recent date by the Secretary of State of the State of Delaware; (ii) all other instrumentsa certificate of good standing of the Company, agreementsissued as of a recent date by the Secretary of State of the State of Delaware; and (iii) certificate of the Secretary or an Assistant Secretary of the Company, certificates dated the Closing Date, in form and documents required substance reasonably satisfactory to be delivered by Purchaser at or prior Parent, as to (A) no amendments to the Closing Date pursuant to Company Charter since a specified date, (B) the Bylaws of the Company (the "Company Bylaws"), (C) the resolutions of the Board of Directors of the Company authorizing the execution and performance of this Agreement and the transactions contemplated herein, (D) the resolutions of the stockholders of the Company approving and adopting this Agreement in accordance with Section 251 of the DGCL and (E) the incumbency and signatures of the officers of the Company executing this Agreement.

Closing Closing Deliveries. (a) The closing of the Transaction transactions contemplated by this Agreement (the “Closing”) and all actions specified in this Agreement to occur at the Closing shall take place at the offices of Xxxxxxxxx Sidley Austin LLP, 0 Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000Xxxxxxx, Xxxxxxxx, at 10:00 a.m. a.m., local time time, no later than the first date set forth on Schedule I that is at least thirty (30) days after the date hereofday on which the last of the conditions set forth in ARTICLE VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) shall have been fulfilled or waived (if permissible) in accordance with this Agreement or at such other place, time and place as Parent and the Company shall agree (the date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at on which the Closing actually occurs is referred to herein as the “Closing Date”). For the avoidance of doubt, references in this Agreement to the transactions contemplated by this Agreement shall include the Merger, the Holding Company Merger, the Bank Merger and the execution and delivery of the Holding Company Merger Agreement and the Bank Merger Agreement. (b) At Subject to fulfillment or waiver of the Closingconditions set forth in ARTICLE VI, each Seller will deliver, or cause at the Closing Parent shall deliver to be delivered, to Purchaser the Company all of the following: (i) a copy of the aggregate number Articles of Shares owned Incorporation, as amended, of Parent (the “Parent Charter”), certified as of a recent date by such Seller on the Secretary of State of the State of Iowa; (ii) a certificate of existence of Parent, issued as of a recent date by the Secretary of State of the State of Iowa; (iii) a certificate of the Secretary or an Assistant Secretary of Parent, dated the Closing Date Date, in form and set forth opposite such Seller’s name on Schedule substance reasonably satisfactory to the Company, as to (A) no amendments to the Parent Charter since a specified date, evidenced by a stock certificate or stock certificates(B) the Bylaws of Parent (the “Parent Bylaws”), duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with C) the resolutions of the Board of Directors of Parent authorizing the execution and performance of this Agreement and the Holding Company Merger Agreement and the transactions contemplated herein and (D) the incumbency and signatures thereon duly guaranteed or notarized) of the officers of Parent executing this Agreement and any other documents that are necessary to transfer to Purchaser agreement, certificate or instrument executed by Parent hereunder; (iv) a copy of the Articles of Incorporation of Parent Bank certified as of a recent date by the Secretary of State of the State of South Dakota; (v) a certificate of good and marketable title to all such Shares free and clear standing of all LiensParent Bank, issued as of a recent date by the Secretary of State of the State of South Dakota, or a certificate of status issued as of a recent date by the South Dakota Division of Banking; and (iivi) all other instrumentsa certificate of the Secretary or an Assistant Secretary of Parent Bank, agreementsdated the Closing Date, certificates in form and documents required to be delivered by such Seller at or prior substance reasonably satisfactory to the Closing Date pursuant Company, as to this (A) no amendments to the Articles of Incorporation of Parent Bank since a specified date, (B) the Bylaws of Parent Bank, (C) the resolutions of the Board of Directors of Parent Bank authorizing the execution and performance of the Bank Merger Agreement and the transactions contemplated therein and (D) the incumbency and signatures of the officers of Parent Bank executing the Bank Merger Agreement and any other agreement, certificate or instrument executed by Parent Bank under the Bank Merger Agreement. (c) At Subject to fulfillment or waiver of the Closingconditions set forth in ARTICLE VI, Purchaser will deliver, or cause at the Closing Sub shall deliver to be delivered, the following to each SellerCompany all of the following: (i) a copy of the amount set forth opposite each Seller’s name on Schedule A Articles of Incorporation of Sub certified as of a recent date by wire transfer the Secretary of immediately available funds to an account designated in writing State of the State of Iowa; (ii) a certificate of existence of Sub, issued as of a recent date by each such Sellerthe Secretary of State of the State of Iowa; and (iii) a certificate of the Secretary or an Assistant Secretary of Sub, dated the Closing Date, in form and substance reasonably satisfactory to the Company, as to (A) no amendments to the Articles of Incorporation of Sub since a specified date, (B) the Bylaws of Sub, (C) the resolutions of the Board of Directors of Sub authorizing the execution and performance of this Agreement and the transactions contemplated herein, (D) the written consent of Parent in its capacity as sole shareholder of Sub adopting this Agreement in accordance with the IBCA and (E) the incumbency and signatures of the officers of Sub executing this Agreement and any other agreement, certificate or instrument executed by Sub hereunder. (d) Subject to fulfillment or waiver of the conditions set forth in ARTICLE VI, at the Closing the Company shall deliver to Parent all of the following: (i) a copy of the Company Charter, certified as of a recent date by the Secretary of State of the State of Iowa; (ii) all other instrumentsa certificate of existence of the Company, agreementsissued as of a recent date by the Secretary of State of the State of Iowa; (iii) certificate of the Secretary or an Assistant Secretary of the Company, certificates dated the Closing Date, in form and documents required substance reasonably satisfactory to be delivered by Purchaser at or prior Parent, as to (A) no amendments to the Company Charter since a specified date, (B) the Bylaws of the Company (the “Company Bylaws”), (C) the resolutions of the Board of Directors of the Company authorizing the execution and performance of this Agreement and the Holding Company Merger Agreement and the transactions contemplated herein, (D) the resolutions of the shareholders of the Company approving and adopting this Agreement in accordance with the IBCA and (E) the incumbency and signatures of the officers of the Company executing this Agreement and any other agreement, certificate or instrument executed by the Company hereunder; (iv) a copy of the Articles of Conversion of the Company Bank, certified as of a recent date by the Secretary of State of the State of Iowa; (v) a certificate confirming the good standing of the Company Bank issued as of a recent date by the Iowa of Division of Banking; (vi) a certificate of the Secretary or an Assistant Secretary of Company Bank, dated the Closing Date pursuant Date, in form and substance reasonably satisfactory to Parent, as to (A) no amendments to the Articles of Incorporation of the Company Bank since a specified date, (B) the Bylaws of the Company Bank, (C) the resolutions of the Board of Directors of the Company Bank authorizing the execution and performance of the Bank Merger Agreement and the transactions contemplated therein and (D) the incumbency and signatures of the officers of Parent Bank executing the Bank Merger Agreement and any other agreement, certificate or instrument executed by Parent Bank thereunder; and (vii) all consents, waivers or approvals obtained by the Company with respect to the consummation of the transactions contemplated by this Agreement.

Closing Closing Deliveries. (a) The closing of the Transaction transactions contemplated by this Agreement (the “Closing”) and all actions specified in this Agreement to occur at the Closing shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C.Great Western Bank, 000 X. Xxxxxxxx XxxxxxxxxAve., Xxxxx 000Sioux Falls, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, SD 57104 at 10:00 a.m. a.m., local time time, no later than the first Friday that is a Business Day following the second Business Day on which the date hereoflast of the conditions set forth in ARTICLE VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) shall have been fulfilled or waived (if permissible) in accordance with this Agreement or at such other place, time and place as GWBI and Company shall agree (the date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at on which the Closing actually occurs is referred to herein as the “Closing Date”) provided that the Closing Date shall not occur prior to April 1, 2016. For the avoidance of doubt, references in this Agreement to the transactions contemplated by this Agreement shall include the Merger, the Bank Merger and the execution and delivery of the Bank Merger Agreement. (b) At Subject to fulfillment or waiver of the Closingconditions set forth in ARTICLE VI, each Seller will deliver, or cause at the Closing GWBI shall deliver to be delivered, to Purchaser Company all of the following: 12 (i) a copy of the aggregate number GWBI Certificate of Shares owned Incorporation, certified as of a recent date by such Seller on the Secretary of State of the State of Delaware; (ii) a certificate of good standing of GWBI, issued as of a recent date by the Secretary of State of the State of Delaware; (iii) a certificate of the Secretary or an Assistant Secretary of GWBI, dated the Closing Date Date, in form and set forth opposite such Seller’s name on Schedule substance reasonably satisfactory to Company, as to (A) no amendments to the GWBI Certificate of Incorporation since a specified date, evidenced by a stock certificate or stock certificates(B) the Amended and Restated Bylaws of GWBI (the “GWBI Bylaws”), duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each caseC) the resolutions of the Board of Directors of GWBI authorizing the execution and performance of this Agreement and the transactions contemplated herein, if requested by Purchaser, with and (D) the incumbency and signatures thereon duly guaranteed or notarized) of the officers of GWBI executing this Agreement and any other documents that are necessary agreement, certificate or instrument executed by GWBI hereunder; (iv) a copy of the Third Amended and Restated Articles of Incorporation of GWBI Bank (the “GWB Articles of Incorporation”) certified as of a recent date by the Secretary of State of the State of South Dakota; (v) a certificate of good standing of GWBI Bank, issued as of a recent date by the Secretary of State of the State of South Dakota, or a certificate of status issued as of a recent date by the South Dakota Division of Banking; (vi) a certificate of the Secretary or an Assistant Secretary of GWBI Bank, dated the Closing Date, in form and substance reasonably satisfactory to transfer Company, as to Purchaser good (A) no amendments to the GWB Articles of Incorporation since a specified date, (B) the Bylaws of GWBI Bank, (C) the resolutions of the Board of Directors of GWBI Bank authorizing the execution and marketable title to all such Shares free performance of the Bank Merger Agreement and clear the transactions contemplated therein, and (D) the incumbency and signatures of all Liensthe officers of GWBI Bank executing the Bank Merger Agreement and any other agreement, certificate or instrument executed by GWBI Bank under the Bank Merger Agreement; and and (iivii) all other instruments, agreements, certificates Required Third-Party Consents and documents required to be delivered all Requisite Regulatory Approvals obtained by such Seller at GWBI or prior GWBI Bank with respect to the Closing Date pursuant to consummation of the transactions contemplated by this Agreement. (c) At Subject to fulfillment or waiver of the Closingconditions set forth in ARTICLE VI, Purchaser will deliver, or cause at the Closing Company shall deliver to be delivered, GWBI all of the following to each Seller: following: (i) a copy of the amount set forth opposite each Seller’s name on Schedule A Certificate of Incorporation of Company, certified as of a recent date by wire transfer the Secretary of immediately available funds to an account designated in writing by each such SellerState of the State of Delaware; and (ii) all other instrumentsa certificate of good standing of Company, agreements, certificates and documents required to be delivered issued as of a recent date by Purchaser at or prior to the Closing Date pursuant to this Agreement.Secretary of State of the State of Delaware;

Closing Closing Deliveries. (a) The closing of the Transaction (the “Closing”) Closing shall take place on the date of this Agreement at a time mutually agreed by the parties at the offices of Xxxxxxxxx Xxxxx Xxxxxxx Allen & XxxxxOvery LLP, P.C.1221 Avenue of the Americas, 000 Xxxxxxxx XxxxxxxxxNew York, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”New Yorx 00020. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the followingthx Xxxxxxx: (ix) xxx Xxxxxxx xxxxx xxxxxxx xx xxxx Xxxestor: (A) one of more certificates representing the aggregate number Conversion Shares into which such Investor has converted Shares, which certificates shall be in definitive form and registered in the name of Shares owned such Investor as set forth on EXHIBIT A, and shall bear a legend substantially in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ACQUIRED IN A TRANSACTION THAT WAS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT OR LAWS AND (2) IN COMPLIANCE WITH THE PROVISIONS OF THE TRANSACTION AGREEMENT, DATED AS OF SEPTEMBER 7, 2005, BY AND AMONG SOTHEBY'S HOLDINGS, INC. (THE COMPANY) AND THE INVESTORS LISTED ON EXHBIT A THERETO (A COPY OF WHICH IS ON FILE WITH THE COMPANY). (B) by such Seller on wire transfer to the Closing Date and bank account(s) set forth opposite of name of such Seller’s name Investor on Schedule EXHIBIT A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed immediately available funds in blank (U.S. dollars in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents an amount equal to that are necessary to transfer to Purchaser good and marketable title to all amount set forth opposite the name of such Shares free and clear of all Liens; Investor on EXHIBIT A under the heading "Purchase Amount;" and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior each Investor shall deliver to the Closing Date pursuant to this Agreement. (c) At Company one or more certificates representing the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount number of Shares set forth opposite each Seller’s the name of such Investor on Schedule A by wire EXHIBIT A, if such Shares are so certificated, together with a duly executed Conversion Notice with respect to such Investor's Converted Shares, and, if applicable, duly executed stock powers, endorsed in blank, with appropriate transfer of immediately available funds tax stamps, if any, affixed, with respect to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this AgreementInvestor's Purchased Shares.

Closing Closing Deliveries. (a) The closing of the Transaction transactions contemplated by this Agreement (the “Closing”) and all actions specified in this Agreement to occur at the Closing shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Nyemaster Xxxxx, P.C., 000 Xxxxxxxx XxxxxxxxxXxxxxx, Xxxxx 0000000, Xxxxx Xxx Xxxxxx, Xxxxxxxxxx 00000, Xxxx at 10:00 a.m. a.m., local time time, no later than the first Friday that is a Business Day following the second Business Day on which the date hereoflast of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) shall have been fulfilled or waived (if permissible) in accordance with this Agreement or at such other place, time and place as FNB and UB shall agree (the date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at on which the Closing actually occurs is referred to herein as the “Closing Date”); provided, however, that the Closing Date shall not occur prior to September 14, 2018. (b) At Subject to fulfillment or waiver of the Closingconditions set forth in Article VII, each Seller will deliver, or cause at the Closing FNB shall deliver to be delivered, to Purchaser UB all of the following: (i) a certificate of good standing of FNB, issued as of a recent date by the aggregate number Office of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank Comptroller of the Currency (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; andthe "OCC"); (ii) a certificate of the Secretary of FNB, dated the Closing Date, in form and substance reasonably satisfactory to UB, as to (A) the Articles of Association of FNB (the "FNB Articles"), (B) the Bylaws of FNB (the "FNB Bylaws"), (C) the resolutions of the Board of Directors of FNB (the "FNB Board") authorizing the execution and performance of this Agreement and the transactions contemplated herein, (D) the resolutions of the FNB Board increasing the size of the FNB Board by one and electing a representative of the Board of Directors of CCSB (the “CCSB Board”) to fill the vacancy thereby created, and (E) the incumbency and signatures of the officers of FNB executing this Agreement and any other agreement, certificate or instrument executed by FNB hereunder; (iii) all other instruments, agreements, certificates and documents required to be delivered Requisite Regulatory Approvals obtained by such Seller at or prior FNB with respect to the Closing Date pursuant to consummation of the transactions contemplated by this Agreement.; (civ) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller:officers certificate of FNB contemplated by Section 7.2(d); (iv) transfer of a portion of the amount set forth opposite each Seller’s name on Schedule A Purchase Price equal to $1,500,000 by wire transfer of immediately available funds to an the escrow account designated established under the terms and conditions of the Indemnity Escrow Agreement contemplated by Section 5.2; (vi) payment of the remaining balance of the Purchase Price (less the Xxxxxxx Money and accrued interest) to UB by wire transfer of immediately available funds to a bank account designating in writing by each such SellerUB; (vii) the Indemnity Escrow Agreement contemplated by Section 5.2 executed by FNB; and (viii) such other agreements, documents, instruments or certificates as may be reasonably required to effectuate the transactions contemplated by this Agreement to be executed and delivered by FNB. (c) Subject to fulfillment or waiver of the conditions set forth in Article VII, at the Closing UB shall deliver to FNB all of the following: (i) a copy of the Renewed, Amended and Substituted Articles of Incorporation of CCSB, as amended (the “CCSB Articles”), certified as of a recent date by the Secretary of State of the State of Iowa; (ii) a certificate of good standing of CCSB, issued as of a recent date by the Iowa Division of Banking (the “Iowa Banking Division”); (iii) a certificate of the Secretary or an Assistant Secretary of CCSB, dated the Closing Date, in form and substance reasonably satisfactory to FNB, as to (A) the CCSB Articles, (B) the Bylaws of CCSB (the “CCSB Bylaws”), (C) the resolutions of the CCSB Board authorizing the execution and performance of this Agreement and the transactions contemplated herein, (D) the incumbency and signatures of the officers of CCSB executing this Agreement and any other agreement, certificate or instrument executed by CCSB hereunder, (E) the resignations of each director of CCSB and (F) the resignation of such executive officers of CCSB as FNB may request prior to Closing; (iv) a certificate of the Secretary or an Assistant Secretary of UB, dated the Closing Date, in form and substance reasonably satisfactory to FNB, as to (A) the Articles of Incorporation of UB (the "UB Articles"), (B) the Bylaws of UB (the "UB Bylaws"), (C) the resolutions of the Board of Directors of UB (the "UB Board") authorizing the execution and performance of this Agreement and the transactions contemplated therein, and (D) the incumbency and signatures of the officers of UB executing this Agreement and any other agreement, certificate or instrument executed by UB thereunder; (v) all Required Third-Party Consents and all Requisite Regulatory Approvals obtained by UB or CCSB with respect to the consummation of the transactions contemplated by this Agreement; (vi) the officers certificate of UB and CCSB contemplated by Section 7.3(c); (vii) the stock certificate(s) representing the CCSB Stock duly endorsed for transfer by UB or accompanied by instruments of transfer duly executed by UB; (viii) the Indemnity Escrow Agreement contemplated by Section 5.2 executed by UB; (ix) the Non-Compete Agreement contemplated by Section 7.3(g) executed by UB; and (x) such other instruments, agreements, documents, instruments or certificates and documents as may be reasonably required to effectuate the transactions contemplated by this Agreement to be delivered executed by Purchaser at UB or prior to the Closing Date pursuant to this AgreementCCSB.

Closing Closing Deliveries. (a) The closing consummation of the Transaction transactions contemplated by this Agreement (the “Closing”) and all actions specified in this Agreement to occur at the Closing shall take place at the offices of Xxxxxxxxx Sidley Austin LLP, Xxx Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000Xxxxxxx, Xxxxxxxx, at 10:00 a.m. a.m., local time time, no later than the second Business Day following the day on which the date hereoflast of the conditions set forth in Article VI (other than conditions which by their nature are to be satisfied at the Closing but subject to the satisfaction of, or to the extent permitted by applicable Law, waiver of, those conditions) shall have been fulfilled or waived (if permissible) or at such other place, date time and time place as Sellers Parent and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing Company shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as agree (the “Closing Date”). (b) At Subject to fulfillment or waiver of the Closingconditions set forth in Article VI, each Seller will deliver, or cause at the Closing Parent shall deliver to be delivered, to Purchaser the Company all of the following: (i) a certificate of good standing of Parent issued by the aggregate number Secretary of Shares owned by such Seller on State of the State of Delaware and dated no more than 30 days prior to the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all LiensDate; and (ii) all other instrumentsa certificate of the Secretary or an Assistant Secretary of Parent, agreementsdated the Closing Date, certificates in form and documents required to be delivered by such Seller at or prior substance reasonably satisfactory to the Closing Date pursuant Company, as to (A) the Certificate of Incorporation of Parent then in effect, (B) the bylaws of Parent then in effect, (C) the effectiveness of the resolutions of the Board of Directors of Parent authorizing the execution and performance of this AgreementAgreement and the transactions contemplated herein, (D) the effectiveness of the resolutions of the stockholders of Parent authorizing the Share Issuance, and (E) the incumbency and signatures of the officers of Parent executing this Agreement and any other agreement or certificate executed by Parent in connection with the Closing. (c) At Subject to fulfillment or waiver of the Closingconditions set forth in Article VI, Purchaser will deliver, or cause at the Closing Merger Sub shall deliver to be delivered, the following to each SellerCompany all of the following: (i) a certificate of good standing of Merger Sub issued by the amount set forth opposite each Seller’s name on Schedule A by wire transfer Secretary of immediately available funds State of the State of Delaware and dated no more than 30 days prior to an account designated in writing by each such Sellerthe Closing Date; and (ii) a certificate of the Secretary or an Assistant Secretary of Merger Sub, dated the Closing Date, in form and substance reasonably satisfactory to the Company, as to (A) no amendments to the Certificate of Incorporation of Merger Sub since a specified date, (B) the bylaws of Merger Sub, (C) the effectiveness of the resolutions of the Board of Directors of Merger Sub authorizing the execution and performance of this Agreement and the transactions contemplated herein, (D) the effectiveness of the written consent of Parent in its capacity as sole stockholder of Merger Sub approving and adopting this Agreement in accordance with Section 251 of the DGCL and (E) the incumbency and signatures of the officers of Merger Sub executing this Agreement and any other agreement or certificate executed by Merger Sub in connection with the Closing. (d) Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing the Company shall deliver to Parent all other instruments, agreements, certificates of the following: (i) a certificate of good standing of the Company issued by the Secretary of State of the State of Delaware and documents required to be delivered by Purchaser at or dated no more than 30 days prior to the Closing Date pursuant Date; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Parent, as to (A) no amendments to the Third Amended and Restated Certificate of Incorporation of the Company (the “Company Charter”) since the date of this Agreement, (B) the bylaws of the Company (the “Company Bylaws”), (C) the effectiveness of the resolutions of the Board of Directors of the Company authorizing the execution and performance of this Agreement and the transactions contemplated herein, (D) the effectiveness of the resolutions of the stockholders of the Company approving and adopting this Agreement in accordance with Section 251 of the DGCL and (E) the incumbency and signatures of the officers of the Company executing this Agreement and any other agreement or certificate executed by the Company in connection with the Closing.

Closing Closing Deliveries. (a) On the date hereof, subject to the terms and conditions set forth in this Agreement, including the applicable Conditions Precedent to Closing set forth in Article V, the Company shall issue and sell to each Investor, and each Investor shall, severally and not jointly, purchase from the Company, a number of Shares and a Warrant for an amount equal to such Investor's Investment Amount, all such number of Shares, number of Warrant Shares underlying such Warrant and such Investment Amount as set forth on each such Investor's signature page attached hereto. The closing of the Transaction transactions contemplated hereby (the “Closing”"CLOSING") shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time Company Counsel on the date hereof, Closing Date or at such other place, date and location or time as Sellers and Purchaser the parties may agree. All deliveries In accordance with the foregoing, at the Closing: (a) the Company shall deliver or cause to be made or other actions delivered to be taken at each Investor the Closing shall be deemed following (the "COMPANY DELIVERABLES"): (i) duly and validly executed copies of each of the Transaction Documents; (ii) a certificate evidencing a number of Shares equal to occur simultaneouslysuch Investor's Investment Amount divided by the Per Share Purchase Price, registered in the name of such Investor; (iii) a certificate representing a Warrant to purchase such number of Warrant Shares as is set forth on the signature page hereto for such Investor in the name of such Investor; and (iv) the legal opinion of Company Counsel, in the form attached hereto as Exhibit C, addressed to RCP and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”Investors. (b) At the Closing, each Seller will deliver, Investor shall deliver or cause to be delivered, delivered to Purchaser the following:Company the following (the "INVESTOR DELIVERABLES"): (i) duly and validly executed copies of each of the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; andTransaction Documents; (ii) all other instruments, agreements, certificates and documents required an aggregate amount in cash equal to be delivered the number of Shares being acquired by such Seller at or prior to Investor hereunder multiplied by the Closing Date pursuant to this Agreement. (c) At the ClosingPer Share Purchase Price for such Shares, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this AgreementCompany.

Closing Closing Deliveries. (a) The closing delivery of the Transaction Deed and the consummation of the transactions contemplated by this Agreement (the “Closing”) ), shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxxthe Escrow Agent on August 3, P.C.2015, 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the date hereof, or at such other place, date and time unless extended by Buyer as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as set forth below in this Section 9(a) (the “Closing Date”). The Closing shall be an escrow-style closing, where the Title Company shall be the recipient of all documents and funds and shall disburse the same pursuant to this Agreement and the Settlement Statement (as defined in Section 9(b)). Each party hereby agrees and acknowledges that the Closing Date is material to this Agreement. Either party’s failure to complete the Closing on the Closing Date will result in immediate and material damages to the other party and, therefore, the parties hereby agree and acknowledge that the Closing Date, is and shall be TIME OF THE ESSENCE and either party’s failure to close on the Closing Date shall be a material default by such party which each party agrees and acknowledges cannot be cured by Section 8(c) and Section 8(a) or 8(b), as applicable, shall apply. Accordingly, Section 8(c) shall not apply to any such material default. Notwithstanding anything contained herein to the contrary, Buyer may elect to extend the Closing Date for up to thirty (30) days upon giving written notice thereof to Seller on or before July 31, 2015, accompanied by depositing with Escrow Agent simultaneously with such notice, an additional non-refundable deposit (to be applied to the Purchase Price at Closing), in the sum of Five Million and 00/100 ($5,000,000.00) for such extension (the “Extension Deposit”). Thereafter, the term “Deposit” shall refer to the $27,000,000.00 deposited with the Escrow Agent pursuant to Section 6 above and the Extension Deposit, together with any interest earned thereon. (b) At Not less than two (2) business days prior to the ClosingClosing Date, the Seller shall deliver the following original documents to the Title Company, each executed by the Seller will deliver, or cause to be delivered, to Purchaser the following: (iexcept as specified in clause (iv) the aggregate number of Shares owned by such Seller on the Closing Date below) and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each caseacknowledged, if requested by Purchasernecessary: (i)the Deed; (ii)a xxxx of sale in the form attached hereto as Exhibit I whereby Seller and GCI (whose name will then be TEGNA Inc.) convey to Buyer, with signatures thereon duly guaranteed or notarized) all of Seller’s, and/or GCI’s right, title and any other documents that are necessary interest in and to transfer to Purchaser good and marketable title to all such Shares the Personal Property, free and clear of all Liensliens and encumbrances except Permitted Exceptions (subject to the provisions of Section 3 above), including an assignment by Seller and GCI to Buyer of all of their rights under the Permits, Plans (to the extent available), Warranties (if any) and Other Rights (if any) (the “Xxxx of Sale”); and (ii) iii)a lease between Buyer, as landlord, and GCI (whose name will then be TEGNA Inc.), as tenant (the “TEGNA Lease”); (iv)a certificate that all other instruments, agreements, certificates of Seller’s and documents required to be delivered by such Seller at or prior to GCI’s representations and warranties in this Agreement are true and correct in all respects as of the Closing Date pursuant in the form attached hereto as Exhibit J; (v)an assignment and assumption agreement relating to the assignment of the Seller’s rights in the Leases in the form attached hereto as Exhibit K (the “Assignment of Leases ”); (vi)a property management agreement between Buyer, as owner, and GCI (whose name will then be TEGNA Inc.), as manager (the “Management Agreement”); (vii)an owner’s affidavit in a form attached hereto as Exhibit L; (viii)an affidavit as to its non-foreign status within the meaning of Sections 1445 or 7701 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder; (ix)a settlement statement (the first draft of which Buyer shall cause to be prepared by the Title Company not less than five (5) business days prior to Closing) showing all of the payments, adjustments and prorations provided for in this AgreementAgreement and otherwise agreed upon by the Seller and the Buyer, in each party’s reasonable discretion (the “Settlement Statement”); (x)notice letters to each tenant under any of the Leases notifying each tenant of the conveyance of the Property to the Buyer and advising each tenant that, following the Closing Date, all future payments of rent are to be made to the Buyer, in the form attached hereto as Exhibit M (the “Tenant Notices”); (xi)to the extent same are in the possession of Seller, (1) all Plans with respect to the Property and (2) all original Permits pertaining to the Property and required for the use or occupancy thereof; (xii)to the extent same are in the possession of Seller, copies of all records of Seller relating to Leases, operations, service, repair and maintenance of the Property including the tenant files, and an updated and certified Rent Roll dated as of the date of Closing; (xiii)a Satisfactory Tenant Estoppel (as defined in Section 14) executed by SpinCo and, to the extent same are in the possession of Seller, a Satisfactory Tenant Estoppel executed by each of Octagon, Inc. and Maximus, Inc,; (xiv)to the extent Seller is not in possession of a Satisfactory Tenant Estoppel executed by Octagon, Inc. and/or Maximus, Inc., a Satisfactory Landlord Estoppel (as defined in Section 14) executed by Seller and GCI (whose name will then be TEGNA Inc) pertaining to any applicable Lease for which a Satisfactory Tenant Estoppel is not delivered; (xv)such transfer/recordation tax forms and other documents as may be reasonably required by the Buyer or the Title Company as a condition to the recordation of the Deed and Closing hereunder, including, without limitation, a commercially reasonable Gap Indemnity; and (xvi)such evidence as may be reasonably required by the Title Company with respect to the authority of the person executing the Deed. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: Not less than two (i2) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or business days prior to the Closing Date, the Buyer shall deliver the following original documents to the Title Company, each executed by the Buyer and acknowledged, if necessary: (i)the TEGNA Lease; (ii)the SpinCo Lease; (iii)a certificate that all of Buyer’s representations and warranties in this Agreement are true and correct in all respects as of the Closing Date pursuant in the form attached hereto as Exhibit N; (iv)the Assignment of Leases; (v)the Management Agreement; (vi)the Settlement Statement; (vii)the Tenant Notices; and (viii)such transfer/recordation tax forms and other documents as may be reasonably required by the Seller or the Title Company as a condition to this Agreementthe recordation of the Deed and Closing hereunder.

Closing Closing Deliveries. (a) The closing of the Transaction transactions contemplated by this Agreement (the “"Closing”") and all actions specified in this Agreement to occur at the Closing shall take place at the offices of Xxxxxxxxx Sidley Xxxxxx Xxxxx Xxxxxxx & XxxxxXxxx, P.C.Bank One Plaza, 000 00 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000Xxxxxxx, Xxxxxxxx, at 10:00 a.m. a.m., local time time, no later than the second business day following the day on which the date hereof, last of the conditions set forth in Article VI shall have been fulfilled or waived (if permissible) or at such other place, time and place as Parent and the Company shall agree (the date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at on which the Closing actually occurs is referred to herein as the “"Closing Date”"). (b) At Subject to fulfillment or waiver of the Closingconditions set forth in Article VI, each Seller will deliver, or cause at the Closing Parent shall deliver to be delivered, to Purchaser the Company all of the following: (i) a copy of the aggregate number Restated Certificate of Shares owned Incorporation, as amended, of Parent including, without limitation, the Certificate of Designation for the Series B Preferred Stock (the "Parent Charter"), certified as of a recent date by such Seller on the Secretary of State of the State of Delaware; (ii) a certificate of good standing of Parent, issued as of a recent date by the Secretary of State of the State of Delaware; (iii) a certificate of the Secretary or an Assistant Secretary of Parent, dated the Closing Date Date, in form and set forth opposite such Seller’s name on Schedule substance reasonably satisfactory to the Company, as to (A) no amendments to the Parent Charter since the certification date specified in Section 1.19(b)(i), evidenced by a stock certificate or stock certificates(B) the Bylaws of Parent, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each caseC) the resolutions of the Board of Directors of Parent authorizing the execution and performance of this Agreement and the transactions contemplated herein, if requested by Purchaser, with signatures thereon duly guaranteed or notarized(D) the resolutions of the stockholders of Parent approving the Share Issuance (as hereinafter defined) and (E) the incumbency and signatures of the officers of Parent executing this Agreement and any other documents that are necessary Parent Ancillary Agreement; (iv) all consents, waivers or approvals obtained by Parent with respect to transfer to Purchaser good and marketable title to all such Shares free and clear the consummation of all Liensthe transactions contemplated by this Agreement; and (iiv) all other instrumentsthe certificates contemplated by Sections 6.2(a), agreements, certificates 6.2(b) and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement6.2(e). (c) At Subject to fulfillment or waiver of the Closingconditions set forth in Article VI, Purchaser will deliver, or cause at the Closing Sub shall deliver to be delivered, the following to each SellerCompany all of the following: (i) a copy of the amount set forth opposite each Seller’s name on Schedule A Certificate of Incorporation of Sub certified as of a recent date by wire transfer the Secretary of immediately available funds to an account designated in writing State of the State of Delaware; (ii) a certificate of good standing of Sub, issued as of a recent date by each such Sellerthe Secretary of State of the State of Delaware; and (iii) a certificate of the Secretary or an Assistant Secretary of Sub, dated the Closing Date, in form and substance reasonably satisfactory to the Company, as to (A) no amendments to the Certificate of Incorporation of Sub since the certification date specified in Section 1.19(c)(i), (B) the Bylaws of Sub, (C) the resolutions of the Board of Directors of Sub authorizing the execution and performance of this Agreement and the transactions contemplated herein, (D) the written consent of Parent in its capacity as sole stockholder of Sub adopting this Agreement in accordance with Section 251 of the DGCL and (E) the incumbency and signatures of the officers of Sub executing this Agreement and any other agreement or certificate executed by Sub in connection with the Closing. (d) Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing the Company shall deliver to Parent all of the following: (i) a copy of the Company Charter, certified as of a recent date by the Secretary of State of the State of Delaware; (ii) all other instrumentsa certificate of good standing of the Company, agreementsissued as of a recent date by the Secretary of State of the State of Delaware; (iii) a certificate of the Secretary or an Assistant Secretary of the Company, certificates dated the Closing Date, in form and documents required substance reasonably satisfactory to be delivered by Purchaser at or prior Parent, as to (A) no amendments to the Closing Date pursuant Company Charter since the certification date specified in Section 1.19(d)(i), (B) the Bylaws of the Company, (C) the resolutions of the Board of Directors of the Company authorizing the execution and performance of this Agreement and the transactions contemplated herein, (D) the resolutions of the stockholders of the Company approving and adopting this Agreement in accordance with Section 251 of the DGCL and (E) the incumbency and signatures of the officers of the Company executing this Agreement and any Company Ancillary Agreement; (iv) all consents, waivers or approvals obtained by the Company with respect to the consummation of the transactions contemplated by this Agreement; (v) the certificates contemplated by Sections 6.3(a), 6.3(b), 6.3(f), 6.3(g), 6.3(h), 6.3(i), 6.3(j) and 6.3(k); and (vi) the Leases (as hereinafter defined), duly executed by the LLC (as hereinafter defined) and Xxxxxxxxx Electronics, Inc. ("Xxxxxxxxx").

Closing Closing Deliveries. (a) The closing of the Transaction transactions contemplated by this Agreement (the “Closing”) and all actions specified in this Agreement to occur at the Closing shall take place at the offices of Xxxxxxxxx Sidley Austin LLP, Xxx Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000Xxxxxxx, Xxxxxxxx, at 10:00 a.m. a.m., local time time, no later than the second Business Day following the day on which the date hereoflast of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) shall have been fulfilled or waived (if permissible) in accordance with this Agreement or at such other place, time and place as Parent and the Company shall agree (the date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at on which the Closing actually occurs is referred to herein as the “Closing Date”). (b) At Subject to fulfillment or waiver of the Closingconditions set forth in Article VI, each Seller will deliver, or cause at the Closing Parent shall deliver to be delivered, to Purchaser the Company all of the following: (i) a certificate of the aggregate number Secretary or an Assistant Secretary of Shares owned by such Seller on Parent, dated the Closing Date Date, in form and set forth opposite such Seller’s name on Schedule Asubstance reasonably satisfactory to the Company, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with as to the incumbency and signatures thereon duly guaranteed or notarized) of the officers of Parent executing this Agreement and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liensagreement, certificate or instrument executed by Parent hereunder; and (ii) a certificate signed on behalf of Parent by an executive officer of Parent to the effect that each of the conditions set forth in Section 6.2 has been satisfied. (c) Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing Sub shall deliver to the Company all of the following: (i) a copy of the Certificate of Incorporation of Sub certified as of a recent date by the Secretary of State of the State of Oklahoma; (ii) a certificate of good standing of Sub, issued as of a recent date by the Secretary of State of the State of Oklahoma; and (iii) a certificate of the Secretary or an Assistant Secretary of Sub, dated the Closing Date, in form and substance reasonably satisfactory to the Company, as to (A) no amendments to the Certificate of Incorporation of Sub since a specified date, (B) the Bylaws of Sub, (C) the resolutions of the Board of Directors of Sub authorizing the execution and performance of this Agreement and the transactions contemplated herein, (D) the written consent of Parent in its capacity as sole shareholder of Sub adopting this Agreement in accordance with Section 1081 of the OGCA and (E) the incumbency and signatures of the officers of Sub executing this Agreement and any other instrumentsagreement, agreementscertificate or instrument executed by Sub hereunder. (d) Subject to fulfillment or waiver of the conditions set forth in Article VI, certificates and documents required at the Closing the Company shall deliver or cause there to be delivered to Parent all of the following: (i) a copy of the Company Charter, certified as of a recent date by the Secretary of State of the State of Oklahoma; (ii) a certificate of good standing of the Company and each of its Subsidiaries, issued as of a recent date by the Secretary of State of their respective states of organization; (iii) a certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Parent, as to (A) no amendments to the Company Charter since a specified date, (B) the Bylaws of the Company (the “Company Bylaws”), (C) the resolutions of the Company Board authorizing the execution and performance of this Agreement and the transactions contemplated herein, (D) the resolutions of the Company Shareholders approving and adopting this Agreement in accordance with Section 1081 of the OGCA and (E) the incumbency and signatures of the officers of the Company executing this Agreement and any other agreement, certificate or instrument executed by the Company hereunder; (iv) all consents, waivers or approvals obtained by the Company with respect to the consummation of the transactions contemplated by this Agreement; (v) written acknowledgments pursuant to which the Company’s and its Subsidiaries’ outside legal counsel and any financial advisor, accountant or other Person who performed services for or on behalf of the Company or any of its Subsidiaries, or who is otherwise entitled to any fees, compensation or reimbursement from the Company or any of its Subsidiaries, in connection with this Agreement, the IM Purchase Agreement or any of the transactions contemplated by this Agreement or by the IM Purchase Agreement, acknowledges: (i) the total amount of fees, costs and expenses of any nature that is payable or has been paid to such Seller at Person in connection with this Agreement, the IM Purchase Agreement or any of the transactions contemplated by this Agreement or by the IM Purchase Agreement; and (ii) that it has been paid in full and is not (and will not be) owed any other amount by the Company or any of its Subsidiaries with respect to this Agreement, the IM Purchase Agreement or any of the transactions contemplated by this Agreement or by the IM Purchase Agreement; (vi) (A) a statement dated not earlier than 20 days prior to the Closing Date in accordance with Treasury Regulation §§ 1.1445-2(c)(3) and 1.897-2(h) certifying that the Company is not, and has not been, a “United States real property holding corporation” for purposes of Sections 897 and 1445 of the Code, with respect to which Parent shall have no actual knowledge that such statement is false or receive a notice that the statement is false pursuant to this Agreement. Treasury Regulation § 1.1445-4 and (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (iB) the amount set forth opposite each Seller’s name on Schedule A notification to the Internal Revenue Service described in Treasury Regulation § 1.897-2(h)(2) regarding delivery of the statement referred to in the preceding clause, signed by wire transfer a responsible corporate officer of immediately available funds to an account designated in writing by each such Sellerthe Company; and (iivii) all other instruments, agreements, certificates a certificate signed on behalf of the Company by its Chief Executive Officer and documents required to be delivered by Purchaser at or prior its Chief Financial Officer to the Closing Date pursuant to this Agreementeffect that each of the conditions set forth in Section 6.3(a) through Section 6.3(i) has been satisfied.

Closing Closing Deliveries. (a) The closing of the Transaction transactions contemplated by this Agreement (the “"Closing”") and all actions specified in this Agreement to occur at the Closing shall take place at the offices of Xxxxxxxxx Sidley Xxxxxx Xxxxx Xxxxxxx & XxxxxXxxx LLP, P.C.Bank One Plaza, 000 00 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000Xxxxxxx, Xxxxxxxx, at 10:00 a.m. a.m., local time time, no later than the second business day following the day on which the date hereoflast of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) shall have been fulfilled or waived (if permissible) in accordance with this Agreement or at such other place, date time and time place as Sellers Parent and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing Company shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which agree (the Closing actually occurs is referred to herein as the “"Closing Date”"). (b) At Subject to fulfillment or waiver of the Closingconditions set forth in Article VI, each Seller will deliver, or cause at the Closing Parent shall deliver to be delivered, to Purchaser the Company all of the following: (i) a copy of the aggregate number Restated Certificate of Shares owned Incorporation, as amended, of Parent (the "Parent Charter"), certified as of a recent date by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule ASecretary of State of the State of Delaware; (ii) a certificate of good standing of Parent, evidenced issued as of a recent date by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear the Secretary of all LiensState of the State of Delaware; and (iiiii) all other instrumentsa certificate of the Secretary or an Assistant Secretary of Parent, agreementsdated the Closing Date, certificates in form and documents required to be delivered by such Seller at or prior substance reasonably satisfactory to the Closing Date pursuant Company, as to (A) no amendments to the Parent Charter since a specified date, (B) the Amended and Restated Bylaws of Parent (the "Parent Bylaws"), (C) the resolutions of the Board of Directors of Parent authorizing the execution and performance of this Agreement and the transactions contemplated herein, (D) the resolutions of the stockholders of Parent authorizing the Share Issuance (as hereinafter defined) and (E) the incumbency and signatures of the officers of Parent executing this Agreement. (c) At Subject to fulfillment or waiver of the Closingconditions set forth in Article VI, Purchaser will deliver, or cause at the Closing Sub shall deliver to be delivered, the following to each SellerCompany all of the following: (i) a copy of the amount set forth opposite each Seller’s name on Schedule A Certificate of Incorporation of Sub, certified as of a recent date by wire transfer the Secretary of immediately available funds to an account designated in writing State of the State of Delaware; (ii) a certificate of good standing of Sub, issued as of a recent date by each such Sellerthe Secretary of State of the State of Delaware; and (iii) a certificate of the Secretary or an Assistant Secretary of Sub, dated the Closing Date, in form and substance reasonably satisfactory to the Company, as to (A) no amendments to the Certificate of Incorporation of Sub since a specified date, (B) the Bylaws of Sub, (C) the resolutions of the Board of Directors of Sub authorizing the execution and performance of this Agreement and the transactions contemplated herein, (D) the written consent of Parent in its capacity as sole stockholder of Sub approving and adopting this Agreement in accordance with Section 251 of the DGCL and (E) the incumbency and signatures of the officers of Sub executing this Agreement and any other agreement or certificate executed by Sub in connection with the Closing. (d) Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing the Company shall deliver to Parent all of the following: (i) a copy of the Company Charter, certified as of a recent date by the Secretary of State of the State of Delaware; (ii) all other instrumentsa certificate of good standing of the Company, agreementsissued as of a recent date by the Secretary of State of the State of Delaware; and (iii) certificate of the Secretary or an Assistant Secretary of the Company, certificates dated the Closing Date, in form and documents required substance reasonably satisfactory to be delivered by Purchaser at or prior Parent, as to (A) no amendments to the Closing Date pursuant to Company Charter since a specified date, (B) the Bylaws of the Company (the "Company Bylaws"), (C) the resolutions of the Board of Directors of the Company authorizing the execution and performance of this Agreement and the transactions contemplated herein, (D) the resolutions of the stockholders of the Company approving and adopting this Agreement in accordance with Section 251 of the DGCL and (E) the incumbency and signatures of the officers of the Company executing this Agreement.

Closing Closing Deliveries. (a) The closing of the Transaction (the “Closing”) Closing shall take place on the date of this Agreement at a time mutually agreed by the parties at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & XxxxxOvery LLP, P.C.0000 Xxxxxx xx xxx Xxxxxxxx, 000 Xxxxxxxx XxxxxxxxxXxx Xxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx Xxx Xxxx 00000, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number Company shall deliver to each Investor: (A) one of more certificates representing the Conversion Shares owned into which such Investor has converted Shares, which certificates shall be in definitive form and registered in the name of such Investor as set forth on Exhibit A, and shall bear a legend substantially in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ACQUIRED IN A TRANSACTION THAT WAS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT OR LAWS AND (2) IN COMPLIANCE WITH THE PROVISIONS OF THE TRANSACTION AGREEMENT, DATED AS OF SEPTEMBER 7, 2005, BY AND AMONG SOTHEBY’S HOLDINGS, INC. (THE COMPANY) AND THE INVESTORS LISTED ON EXHBIT A THERETO (A COPY OF WHICH IS ON FILE WITH THE COMPANY). (B) by such Seller on wire transfer to the Closing Date and bank account(s) set forth opposite of name of such Seller’s name Investor on Schedule Exhibit A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed immediately available funds in blank (U.S. dollars in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents an amount equal to that are necessary to transfer to Purchaser good and marketable title to all amount set forth opposite the name of such Shares free and clear of all Liens; Investor on Exhibit A under the heading “Purchase Amount;” and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior each Investor shall deliver to the Closing Date pursuant to this Agreement. (c) At Company one or more certificates representing the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount number of Shares set forth opposite each Sellerthe name of such Investor on Exhibit A, if such Shares are so certificated, together with a duly executed Conversion Notice with respect to such Investor’s name on Schedule A by wire Converted Shares, and, if applicable, duly executed stock powers, endorsed in blank, with appropriate transfer of immediately available funds tax stamps, if any, affixed, with respect to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this AgreementInvestor’s Purchased Shares.

Closing Closing Deliveries. (a) The closing of the Transaction transactions contemplated by this Agreement (the “Closing”) and all actions specified in this Agreement to occur at the Closing shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C.Great Western Bank, 000 X. Xxxxxxxx XxxxxxxxxAve., Xxxxx 000Sioux Falls, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, SD 57104 at 10:00 a.m. a.m., local time time, no later than the first Friday that is a Business Day following the second Business Day on which the date hereoflast of the conditions set forth in ARTICLE VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) shall have been fulfilled or waived (if permissible) in accordance with this Agreement or at such other place, time and place as GWBI and Company shall agree (the date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at on which the Closing actually occurs is referred to herein as the “Closing Date”) provided that the Closing Date shall not occur prior to April 1, 2016. For the avoidance of doubt, references in this Agreement to the transactions contemplated by this Agreement shall include the Merger, the Bank Merger and the execution and delivery of the Bank Merger Agreement. (b) At Subject to fulfillment or waiver of the Closingconditions set forth in ARTICLE VI, each Seller will deliver, or cause at the Closing GWBI shall deliver to be delivered, to Purchaser Company all of the following: (i) a copy of the aggregate number GWBI Certificate of Shares owned Incorporation, certified as of a recent date by such Seller on the Secretary of State of the State of Delaware; (ii) a certificate of good standing of GWBI, issued as of a recent date by the Secretary of State of the State of Delaware; (iii) a certificate of the Secretary or an Assistant Secretary of GWBI, dated the Closing Date Date, in form and set forth opposite such Seller’s name on Schedule substance reasonably satisfactory to Company, as to (A) no amendments to the GWBI Certificate of Incorporation since a specified date, evidenced by a stock certificate or stock certificates(B) the Amended and Restated Bylaws of GWBI (the “GWBI Bylaws”), duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each caseC) the resolutions of the Board of Directors of GWBI authorizing the execution and performance of this Agreement and the transactions contemplated herein, if requested by Purchaser, with and (D) the incumbency and signatures thereon duly guaranteed or notarized) of the officers of GWBI executing this Agreement and any other documents that are necessary agreement, certificate or instrument executed by GWBI hereunder; (iv) a copy of the Third Amended and Restated Articles of Incorporation of GWBI Bank (the “GWB Articles of Incorporation”) certified as of a recent date by the Secretary of State of the State of South Dakota; (v) a certificate of good standing of GWBI Bank, issued as of a recent date by the Secretary of State of the State of South Dakota, or a certificate of status issued as of a recent date by the South Dakota Division of Banking; (vi) a certificate of the Secretary or an Assistant Secretary of GWBI Bank, dated the Closing Date, in form and substance reasonably satisfactory to transfer Company, as to Purchaser good (A) no amendments to the GWB Articles of Incorporation since a specified date, (B) the Bylaws of GWBI Bank, (C) the resolutions of the Board of Directors of GWBI Bank authorizing the execution and marketable title to all such Shares free performance of the Bank Merger Agreement and clear the transactions contemplated therein, and (D) the incumbency and signatures of all Liensthe officers of GWBI Bank executing the Bank Merger Agreement and any other agreement, certificate or instrument executed by GWBI Bank under the Bank Merger Agreement; and (iivii) all other instruments, agreements, certificates Required Third-Party Consents and documents required to be delivered all Requisite Regulatory Approvals obtained by such Seller at GWBI or prior GWBI Bank with respect to the Closing Date pursuant to consummation of the transactions contemplated by this Agreement. (c) At Subject to fulfillment or waiver of the Closingconditions set forth in ARTICLE VI, Purchaser will deliver, or cause at the Closing Company shall deliver to be delivered, GWBI all of the following to each Sellerfollowing: (i) a copy of the amount set forth opposite Certificate of Incorporation of Company, certified as of a recent date by the Secretary of State of the State of Delaware; (ii) a certificate of good standing of Company, issued as of a recent date by the Secretary of State of the State of Delaware; (iii) a certificate of the Secretary or an Assistant Secretary of Company, dated the Closing Date, in form and substance reasonably satisfactory to GWBI, as to (A) no amendments to Company’s Articles of Incorporation since a specified date, (B) the Bylaws of Company (the “Company Bylaws”), (C) the resolutions of the Board of Directors of Company authorizing the execution and performance of this Agreement and the transactions contemplated herein, (D) the resolutions of the stockholders of Company approving and adopting this Agreement in accordance with the DGCL, (E) the incumbency and signatures of the officers of Company executing this Agreement and any other agreement, certificate or instrument executed by Company hereunder, and (F) the resignations of each Seller’s name on Schedule A director of Company; (iv) a copy of the Articles of Incorporation of Company Bank, certified as of a recent date by wire transfer the Secretary of immediately available funds State of the State of South Dakota; (v) a certificate of good standing of Company Bank issued as of a recent date by the South Dakota Secretary of State, or a certificate of status issued as of a recent date by the South Dakota Division of Banking; (vi) a certificate of the Secretary or an Assistant Secretary of Company Bank, dated the Closing Date, in form and substance reasonably satisfactory to an account designated in writing GWBI, as to (A) no amendments to the Articles of Incorporation of Company Bank since a specified date, (B) the Bylaws of Company Bank, (C) the resolutions of the Board of Directors of Company Bank authorizing the execution and performance of the Bank Merger Agreement and the transactions contemplated therein, (D) the incumbency and signatures of the officers of Company Bank executing the Bank Merger Agreement and any other agreement, certificate or instrument executed by Company Bank thereunder; and (E) the resignations of each such Sellerdirector of the Company Bank; and (iivii) all other instruments, agreements, certificates Required Third-Party Consents and documents required to be delivered all Requisite Regulatory Approvals obtained by Purchaser at or prior Company and Company Bank with respect to the Closing Date pursuant to consummation of the transactions contemplated by this Agreement.

Closing Closing Deliveries. (a) The closing of the Transaction transactions contemplated by this Agreement (the “Closing”) and all actions specified in this Agreement to occur at the Closing shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & XxxxxSidley Austin LLP, P.C.One South Dearborn, 000 Xxxxxxxx XxxxxxxxxChicago, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000Illinois, at 10:00 a.m. a.m., local time time, no later than the second (2nd) business day following the day on which the date hereof, last of the conditions set forth in Article VI shall have been fulfilled or waived (if permissible) or at such other place, time and place as Parent and the Company shall agree (the date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at on which the Closing actually occurs is referred to herein as the “Closing Date”). (b) At Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing, each Seller will deliver, or cause Parent shall deliver to be delivered, to Purchaser the Company all of the following: (i) a copy of the aggregate number Certificate of Shares owned Incorporation, as amended, of Parent (the “Parent Charter”), certified as of a recent date by such Seller on the Secretary of State of the State of Delaware; (ii) a certificate of good standing of Parent, issued as of a recent date by the Secretary of State of the State of Delaware; (iii) a certificate of the Secretary or an Assistant Secretary of Parent, dated the Closing Date Date, in form and set forth opposite such Seller’s name on Schedule Asubstance reasonably satisfactory to the Company, evidenced by as to (a) no amendments to the Parent Charter since a stock certificate or stock certificatesspecified date, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each caseb) the Bylaws of Parent, if requested by Purchaseras amended (the “Parent Bylaws”), with (c) the resolutions of the Board of Directors of Parent authorizing the execution and performance of this Agreement and the transactions contemplated herein and (d) the incumbency and signatures thereon duly guaranteed or notarized) of the officers of Parent executing this Agreement and any other documents that are necessary Parent Ancillary Agreement (as hereinafter defined); (iv) all consents, waivers or approvals obtained by Parent with respect to transfer to Purchaser good and marketable title to all such Shares free and clear the consummation of all Liensthe transactions contemplated by this Agreement; and (iiv) all other instruments, agreements, certificates and documents required to be delivered the certificate contemplated by such Seller at or prior to the Closing Date pursuant to this AgreementSection 6.2(c). (c) At Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing, Purchaser will deliver, or cause Sub shall deliver to be delivered, the following to each SellerCompany all of the following: (i) a copy of the amount set forth opposite each Seller’s name on Schedule A Certificate of Incorporation of Sub certified as of a recent date by wire transfer the Secretary of immediately available funds to an account designated in writing State of the State of Delaware; (ii) a certificate of good standing of Sub, issued as of a recent date by each such Sellerthe Secretary of State of the State of Delaware; and (iii) a certificate of the Secretary or an Assistant Secretary of Sub, dated the Closing Date, in form and substance reasonably satisfactory to the Company, as to (a) no amendments to the Certificate of Incorporation of Sub since a specified date, (b) the Bylaws of Sub, (c) the resolutions of the Board of Directors of Sub authorizing the execution and performance of this Agreement and the transactions contemplated herein, (d) the written consent of Parent, in its capacity as sole stockholder of Sub, adopting this Agreement in accordance with Section 251 of the DGCL and (e) the incumbency and signatures of the officers of Sub executing this Agreement and any other agreement or certificate executed by Sub in connection with the Closing. (d) Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing, the Company shall deliver to Parent all of the following: (i) a copy of the Company Charter, certified as of a recent date by the Secretary of State of the State of Delaware; (ii) all other instrumentsa certificate of good standing of the Company, agreementsissued as of a recent date by the Secretary of State of the State of Delaware; (iii) a certificate of the Secretary or an Assistant Secretary of the Company, certificates dated the Closing Date, in form and documents required substance reasonably satisfactory to be delivered by Purchaser at or prior Parent, as to (a) no amendments to the Closing Date pursuant Company Charter since a specified date, (b) the Bylaws of the Company, as amended (“Company Bylaws”), (c) the resolutions of the Board of Directors of the Company authorizing the execution and performance of this Agreement and the transactions contemplated herein, (d) the resolutions of the holders of a majority of the Company Common Shares and Company Preferred Shares, voting together as a single class, approving and adopting this Agreement in accordance with Section 251 of the DGCL, (e) the resolutions of the holders of a majority of the outstanding Company Preferred Shares, voting together as a single class, approving and adopting this Agreement in accordance with the Company Charter and (f) the incumbency and signatures of the officers of the Company executing this Agreement and any Company Ancillary Agreement (as hereinafter defined); (iv) all consents, waivers or approvals obtained by the Company with respect to the consummation of the transactions contemplated by this Agreement; (v) an opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel to the Company, dated the Closing Date, substantially in the form set forth in Exhibit D attached hereto; and (vi) the certificates contemplated by Section 6.3.

Closing Closing Deliveries. (a) The closing of the Transaction transactions contemplated by this Agreement (the “Closing”) and all actions specified in this Agreement to occur at the Closing shall take place at the offices of Xxxxxxxxx Sidley Xxxxxx Xxxxx Xxxxxxx & XxxxxXxxx LLP, P.C.Bank One Plaza, 000 00 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000Xxxxxxx, Xxxxxxxx, at 10:00 a.m. a.m., local time time, no later than the second business day following the day on which the date hereoflast of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) shall have been fulfilled or waived (if permissible) in accordance with this Agreement or at such other place, date time and time place as Sellers Parent and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing Company shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as agree (the “Closing Date”). (b) At Subject to fulfillment or waiver of the Closingconditions set forth in Article VI, each Seller will deliver, or cause at the Closing Parent shall deliver to be delivered, to Purchaser the Company all of the following: : (i) a copy of the aggregate number Restated Certificate of Shares owned Incorporation, as amended, of Parent (the “Parent Charter”), certified as of a recent date by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear Secretary of all LiensState of the State of Delaware; and (ii) all other instrumentsa certificate of good standing of Parent, agreementsissued as of a recent date by the Secretary of State of the State of Delaware; and (iii) a certificate of the Secretary or an Assistant Secretary of Parent, certificates dated the Closing Date, in form and documents required to be delivered by such Seller at or prior substance reasonably satisfactory to the Closing Date pursuant Company, as to (A) no amendments to the Parent Charter since a specified date, (B) the Amended and Restated Bylaws of Parent (the “Parent Bylaws”), (C) the resolutions of the Board of Directors of Parent authorizing the execution and performance of this Agreement and the transactions contemplated herein, (D) the resolutions of the stockholders of Parent authorizing the Share Issuance (as hereinafter defined) and (E) the incumbency and signatures of the officers of Parent executing this Agreement. (c) At Subject to fulfillment or waiver of the Closingconditions set forth in Article VI, Purchaser will deliver, or cause at the Closing Sub shall deliver to be delivered, the following to each Seller: Company all of the following: (i) a copy of the amount set forth opposite each Seller’s name on Schedule A Certificate of Incorporation of Sub, certified as of a recent date by wire transfer the Secretary of immediately available funds to an account designated in writing by each such SellerState of the State of Delaware; and (ii) all other instrumentsa certificate of good standing of Sub, agreements, certificates and documents required to be delivered issued as of a recent date by Purchaser at or prior to the Closing Date pursuant to this Agreement.Secretary of State of the State of Delaware; and

Closing Closing Deliveries. (a) The closing of the Transaction (the “Closing”) of the consummation of the Transactions, unless another date or place is agreed to by the Parties, shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C.DLA Piper LLP (US), 000 Xxxxxxxx XxxxxxxxxXxxxx XxXxxxx Xxxxxx, Xxxxx 0000000, Xxxxx XxxxxxXxxxxxx, Xxxxxxxxxx Xxxxxxxx 00000, at 10:00 a.m. local time on the date hereof, hereof or at such other place, date as the Buyer and time as Sellers and Purchaser the Stockholders’ Representative may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no mutually determine (such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at on which the Closing actually occurs is consummated being referred to herein as the “Closing Date”). (b) At the Closing, each Seller will deliver, or cause the Company and the Stockholders’ Representative shall deliver to be delivered, to Purchaser the followingBuyer: (i) counterparts of the aggregate number Certificate of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificatesMerger, duly endorsed for transfer executed by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; andthe Company; (ii) all a certificate of incorporation and certificate of good standing of the Company, certified by an appropriate authority of the Governmental Authority issuing such certificate in the jurisdiction of the Company’s organization and in any other instrumentsjurisdiction where the Company is qualified to do business; (iii) a certificate of the Company, agreementsexecuted by the secretary of the Company, certificates certifying as true and documents required to be delivered by such Seller at or prior correct the following with respect to the Closing Date pursuant Company: the certificate of incorporation; by-laws; and resolutions authorizing the Transactions and the execution, delivery and performance of this Agreement and the other documents contemplated hereby by the Company; (iv) counterparts to this the Non-Competition Agreements, duly executed by each of Xxxx Xxxxxxxx, Xxxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxx Xxxx and Xxxxxx Xxxxxx; (v) counterparts to the Confidentiality, Inventions and Non-Solicitation Agreements, duly executed by each of Xxxx Xxxxxxxx, Xxxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxx Xxxx and Xxxxxx Xxxxxx; (vi) joinders to each of the Right of First Refusal and Co-Sale Agreement and the Voting Agreement, duly executed by each Stockholder; (vii) counterparts of the Option Agreements, duly executed by each of Xxxx Xxxxxxxx, Xxxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxx Xxxx and Xxxxxx Xxxxxx; (viii) a stockholder questionnaire, duly executed by each Stockholder, stating, among other things, that such Stockholder is an “accredited investor;” and (ix) counterparts of the Consent, Release and Stockholders’ Representative Agreement, duly executed by each of the Stockholders. (c) At the Closing, Purchaser will the Buyer and Acquisition Sub shall deliver, or cause to be delivered, the following to each Seller: (i) after confirmation from the amount set forth opposite Delaware Secretary of State of the effectiveness of the Certificate of Merger, the Merger Consideration, payable in accordance with Sections 2.1, 2.2 and 2.4; (ii) a counterpart of the Certificate of Merger, duly executed by Acquisition Sub; (iii) a counterpart of each Seller’s name on Schedule A of the Option Agreements, duly executed by wire transfer the Buyer; (iv) a counterpart of immediately available funds to an account designated in writing each of the Non-Competition Agreements, duly executed by each such Sellerthe Buyer and Acquisition Sub; and (iiv) all other instrumentsa counterpart of each of the Confidentiality, agreementsInventions and Non-Solicitation Agreements, certificates duly executed by the Buyer and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this AgreementAcquisition Sub.

Closing Closing Deliveries. (a) The closing of the Transaction transactions contemplated by this Agreement (the “Closing”) and all actions specified in this Agreement to occur at the Closing shall take place at the offices of Xxxxxxxxx Sidley Austin LLP, 0 Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000Xxxxxxx, Xxxxxxxx, at 10:00 a.m. a.m., local time on time, no later than the date hereof, Closing Trigger Date or at such other place, time and place as Parent and the Company shall agree (the date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at on which the Closing actually occurs is referred to herein as the “Closing Date”). (b) At For purposes of this Agreement, “Closing Trigger Date” means the later of (x) the second business day following the day on which the last of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, each Seller will deliverbut subject to the fulfillment or waiver of those conditions) shall have been fulfilled or waived (if permissible) in accordance with this Agreement, or cause (y) the business date (which date shall not be later than the tenth business day following the day on which the last of the conditions set forth in Article VI (other than those conditions that by their nature are to be deliveredsatisfied at the Closing, but subject to Purchaser the following: fulfillment or waiver of those conditions) shall have been fulfilled or waived (iif permissible) in accordance with this Agreement) specified by the aggregate number of Shares owned by such Seller on Company in a notice to Parent, in form and substance reasonably satisfactory to Parent to the effect that the Company expects to be able to declare and pay the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or Dividend immediately prior to the Closing Date pursuant if the Closing is delayed to such date. Such notice to Parent may not be delivered on or after the day on which the last of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) shall have been fulfilled or waived (if permissible) in accordance with this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement.

Closing Closing Deliveries. (a) The closing of the Transaction (the “"Closing”") shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “"Closing Date”". (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s 's name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s 's name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement.

Closing Closing Deliveries. (a) The closing of the Transaction transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time Eastern Time on the later of (i) three Trading Days after the Rights Offering Expiration Date (as defined below) and (ii) one Trading Day following the date hereof, that all of the conditions to the Closing set forth in Section 4 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing) (or on such other place, date and time thereafter as Sellers and Purchaser may the parties hereto mutually agree. All deliveries to be made or other actions to be taken at ) (the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at upon which the Closing actually occurs is referred to herein as occurs, the “Closing Date”). (b) At the Closing, Holder shall deliver the Warrant to the Company, and the Company shall deliver to Holder an amount equal to the Aggregate Repurchase Price. Notwithstanding the foregoing, each Seller will deliverof the Company and Holder agree that in lieu of the Company delivering the Aggregate Repurchase Price to Holder, or cause the Company may instead deduct such amount from the amount to be deliveredpaid by Holder to the Company in consideration for Holder’s exercise of Rights in the Rights Offering. In such event, the Company will deliver to Purchaser VStock Transfer, LLC (the following: “Subscription Agent”) an instruction letter setting forth the aggregate amount paid directly to the Company in connection with the Rights Offering and instructing the Subscription Agent to issue the number of New Shares in the Rights Offering equal to the lesser of (i) the aggregate number of Shares owned Aggregate Repurchase Price divided by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate Per Share Subscription Price or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) Holder’s basic subscription right, plus any oversubscription right to which Holder is entitled under the terms of the Rights Offering. For the avoidance of doubt, any New Shares issued in the Rights Offering to the Holder shall be delivered in such manner and at such time as all other instrumentsNew Shares are delivered in the Rights Offering. In the event that the Aggregate Repurchase Price exceeds an amount equal to the number of New Shares issuable to Holder pursuant to the Rights Offering multiplied by the Per Share Subscription Price, agreements, certificates the Company shall notify the Holder of such event and documents required to the amount of cash payments that will be delivered by such Seller at made on or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) and shall pay the amount set forth opposite each Seller’s name on Schedule A of any such excess in cash by wire transfer of immediately available funds on the Closing Date. Notwithstanding anything to an account designated in writing the contrary contained herein, the Holder may elect not to deliver the Warrant to the Company for repurchase by each such Seller; and delivery of a written notice (iiwhich may be by facsimile or email delivery) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at the Company on or prior to the Closing Date pursuant so electing. If a Holder makes such election and the Company is otherwise ready, willing and able to this Agreementhonor its obligations hereunder, notwithstanding anything to the contrary set forth herein, the releases set forth in Section 7 hereof shall become effective upon delivery of such notice. For the avoidance of doubt, the Holder’s election not to deliver the Warrant to the Company for repurchase shall not impact the Holder’s right to otherwise participate in the Rights Offering.

Closing Closing Deliveries. (a) The Subject to the terms and conditions of this Agreement, the closing of the Transaction transactions contemplated hereby (the “Closing”) shall will take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the date hereofof this Agreement (the “Closing Date”) simultaneously with the execution of this Agreement and the exchange of deliveries contemplated hereby, or at and such other placedeliveries as the parties hereto may mutually agree, date (in counterparts or otherwise) by electronic transmission. The transfers and time deliveries described in this Section 6 shall be mutually interdependent and shall be regarded as Sellers occurring simultaneously, and, any other provision of this Agreement notwithstanding, no such transfer or delivery shall become effective or shall be deemed to have occurred until all of the other transfers and Purchaser may agreedeliveries provided for in Section 6 shall also have occurred or been waived in writing by the party entitled to waive the same. All deliveries to be made or For purposes of allocation of expenses, adjustments, Tax and other actions to be taken at financial effects of the transactions contemplated hereby, the Closing shall be deemed to occur simultaneouslyhave occurred at 11:59 p.m. Eastern Standard Time on the Closing Date. For all other purposes, including passage of title and risk of loss, the effective time shall be at the Closing. The parties hereto expressly acknowledge and agree that their intent is for the VHC Transaction to be treated as having occurred immediately prior to the Closing, such that all representations, warranties, and no such delivery or action shall be deemed complete until all such deliveries other provisions and actions have been completed. The date terms of this Agreement pertaining to the Company assume that the Company has, at the time of Closing, already closed on the VHC Transaction and time at which taken title to the Closing actually occurs is referred assets subject to herein as the “Closing Date”VHC PSA. (b) At the Closing, each Seller will in addition to the other actions contemplated elsewhere herein, Sellers, as applicable, shall deliver, or cause to be delivered, to Purchaser the followingBuyer: (i) Assignments of Membership Interest, in form and substance satisfactory to Buyer, duly executed by each Interest Seller, transferring the aggregate number Securities to Buyer (the “Assignments of Shares owned Membership Interests”) Membership Interest certificates representing the Securities, with duly executed stock powers attached in proper form for transfer; (ii) the Books and Records; (iii) payoff letters in a form satisfactory to Buyer for all Payoff Indebtedness (collectively, the “Payoff Letters”), which such Payoff Letters shall (I) have been provided to Buyer no less than two Business Days prior to the date hereof, (II) provide that, upon payment of a specified amount, all agreements, including pledges, mortgages and security interests evidencing such Payoff Indebtedness shall terminate, without any continuing liability of the Company or Asset Seller, as applicable, thereunder, and (III) include undertakings to provide appropriate evidence of such termination, cancellation or repayment (including UCC-3 termination statements) and release and reconvey to the Company or Asset Seller, as applicable, any collateral (including Intellectual Property) previously conveyed to the lenders of the Company or Asset Seller, as applicable, to secure repayment of such Payoff Indebtedness; (iv) a closing statement, in form and substance satisfactory to Buyer, duly executed by Sellers (a draft of which shall have been provided to Buyer no less than two Business Days prior to the date hereof), setting forth (I) the Estimated Closing Indebtedness Amount, the Estimated Selling Expenses Amount, and Sellers’ calculation of the Purchase Price based on the foregoing estimates, and (II) a flow of funds memorandum setting forth the amounts to be paid, and the recipients of such payments, including all wire instructions, at the Closing (the “Closing Statement”); (v) Written letters of resignation from each officer and manager of the Company requested by Buyer prior to Closing; (vi) Evidence of all consents, waivers and approvals from, or notices to, any third parties and/or Governmental Entities set forth on Schedule 6.1(b)(vi); (vii) A duly completed and executed certificate from each Seller, dated as of the Closing Date, in a form and substance acceptable to the Buyer, setting forth, pursuant to Treasury Regulation Section 1.1445-2(b), that such Seller is not a foreign person within the meaning of Section 1445 of the Code; (viii) Evidence, satisfactory to Buyer, that all contracts, agreement and other documents listed on Schedule 6.1(b)(viii) have been terminated; (ix) a signed certificate of the Company’s managers, and each Seller’s manager (or similar officer or representative) dated the Closing Date and set forth opposite such certifying (i) that correct and complete copies of the Company’s organizational documents are attached thereto, (ii) that correct and complete copies of each resolution of each Seller and the Company’s managers and members approving the transaction documents and authorizing the execution thereof and the consummation of the transactions contemplated thereby are attached thereto, (iii) the incumbency and signatures of the persons authorized to execute and deliver the transaction documents on behalf of the Company and each Seller’s name on Schedule A; and (iv) certificates of good standing, evidenced or equivalent in the relevant jurisdiction, dated not more than fifteen (15) days prior to the Closing, with respect to the Company and each Seller, issued by the Secretary of State of the State of the applicable state of organization/incorporation and by the Secretary of State of each jurisdiction in which the Company is qualified to do business as a stock certificate or stock certificatesforeign entity, as applicable; (x) counterparts to the Employment Understandings, as defined below, duly endorsed for transfer executed by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) Xxxxxxx and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all LiensXxxxxxx; and (iixi) all any other instrumentsdocuments, agreementscertificates, certificates and documents required receipts or instruments that Buyer may reasonably request or that are reasonably necessary to be delivered effectuate or evidence the transactions contemplated by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will in addition to the other actions contemplated elsewhere herein, Buyer shall deliver, or shall cause to be delivered, to the following to each SellerSellers and/or other parties below, as applicable: (i) an amount equal to the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated Estimated Purchase Price minus the Holdback Amount, in writing by each such Selleraccordance with Section 1.4(d); and (ii) all other instrumentsemployment offers and understandings with Xxxxxxx and with Xxxxxxx, agreementsin form and substance mutually acceptable to them and Buyer and duly executed by them and Buyer (collectively, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement“Employment Understandings”).