Common use of Closing Date Deliveries Clause in Contracts

Closing Date Deliveries. At the Closing on the Closing Date: (a) Sellers shall deliver, or cause to be delivered, to Buyer, properly executed and dated as of the Closing Date: (i) the Assumption Agreement; (ii) the Xxxx of Sale and Assignment; (iii) the Contract Assignment; (iv) the Holdback Escrow Agreement; (v) the Lease Assignment; (vi) the New Leases; (vii) the Noncompetition Agreement; (viii) the Payoff Letters; (ix) the Patent Assignment; (x) Sellers’ Closing Certificates; (xi) Sellers’ Opinion of Counsel; (xii) Sellers’ Performance Certificates; (xiii) the Trademark Assignment; and (xiv) such other documents as provided in Article VII hereof or as Buyer shall reasonably request; and (b) In addition to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered, to Sellers, properly executed and dated as of the Closing Date: (i) the Assumption Agreement; (ii) the Xxxx of Sale and Assignment; (iii) Buyer’s Closing Certificate; (iv) Buyer’s Opinion of Counsel; (v) Buyer’s Performance Certificate; (vi) the Contract Assignment; (vii) the Holdback Escrow Agreement; (viii) the Lease Assignment; (ix) the New Leases; (x) the Noncompetition Agreement; (xi) the Patent Assignment; (xii) the Trademark Assignment; and (xiii) such other documents as provided in Article VIII hereof or as Sellers shall reasonably request.

Closing Date Deliveries. At the Closing on the Closing Date: (a) Sellers Seller shall deliver, or cause to be delivered, delivered to Buyer, properly executed and dated as of the Closing Date: (i) the Assumption Agreement; (ii) the Xxxx of Sale and Assignment; (iii) the Contract Assignment; (iv) the Holdback Escrow AgreementLease Assignment; (v) the Lease AssignmentMotor Vehicle Title Certificates; (vi) the New LeasesSeller’s Closing Certificate; (vii) the Noncompetition AgreementSeller’s Opinion of Counsel; (viii) the Payoff LettersSeller’s Performance Certificate; (ix) the Patent AssignmentWarranty Deed; (x) Sellers’ Closing Certificatesa certificate of existence or good standing with respect to Seller from the Secretaries of State of Oklahoma and Arkansas; (xi) Sellers’ Opinion of Counsel; (xii) Sellers’ Performance Certificates; (xiii) the Trademark AssignmentFort Xxxxx Studio/Office Lease; and (xivxii) such other documents as provided in Article VII hereof or as Buyer shall reasonably request; and (b) In addition to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered, delivered to SellersSeller, properly executed and dated as of the Closing Date: (i) the Assumption Agreement; (ii) the Xxxx of Sale and Assignment; (iii) Buyer’s Closing Certificate; (iv) Buyer’s Opinion of Counsel; (v) Buyer’s Performance Certificate; (viv) the Contract Assignment; (vii) the Holdback Escrow Agreement; (viiivi) the Lease Assignment; (ixvii) a certificate of existence or good standing with respect to Buyer from the Secretaries of State of Delaware and Arkansas; (viii) the New Leases; (x) the Noncompetition Agreement; (xi) the Patent Assignment; (xii) the Trademark AssignmentFort Xxxxx Studio/Office Lease; and (xiiiix) such other documents as provided in Article VIII hereof or as Sellers Seller shall reasonably request.

Closing Date Deliveries. At the Closing on (a) On the Closing Date, the Company shall deliver to the Purchaser: (a) Sellers shall deliver, or cause to be delivered, to Buyer, properly executed and dated as of the Closing Date: (i) Note in the Assumption Agreement; form attached as Exhibit A; (ii) Warrant in the Xxxx of Sale and Assignment; form attached as Exhibit B; (iii) The executed Registration Rights Agreement in the Contract Assignment; form attached as Exhibit C; (iv) The executed Subsidiary Guaranty in the Holdback Escrow Agreement; form attached as Exhibit D and the executed and acknowledged Mortgage in the form attached as Exhibit E, in each case executed by the Operating Subsidiary; (v) The executed Environmental Compliance And Indemnification Agreement in a form attached as Exhibit G and executed by the Lease Assignment; Company and the Operating Subsidiary; (vi) the New Leases; (vii) the Noncompetition Agreement; (viii) the Payoff Letters; (ix) the Patent Assignment; (x) Sellers’ Closing Certificates; (xi) Sellers’ Opinion The opinions of Counsel; (xii) Sellers’ Performance Certificates; (xiii) the Trademark Assignment; and (xiv) such other documents as provided counsel referred to in Article VII hereof or as Buyer shall reasonably requestSection 6.5 below; and (bvii) In addition A certificate of the Secretary of the Company and of the Operating Subsidiary (the "Secretary's Certificates"), in form and substance satisfactory to the payments described in Section 2.2Purchaser, Buyer shall delivercertifying as follows: (A) that attached to the Secretary's Certificate is a true and complete copy of the Articles of Incorporation of the Company and the Operating Subsidiary, or cause as amended, including any and all certificates of designation; (B) that a true copy of the Bylaws of the Company and the Operating Subsidiary, as amended to be delivered, to Sellers, properly executed and dated as of the Closing Date: , is attached to the Secretary's Certificate; (C) that attached thereto are true and complete copies of the resolutions of the Board of Directors of the Company and of the Operating Subsidiary authorizing the execution, delivery and performance of this Agreement and the documents, instruments and certificates required to be executed by each in connection herewith and approving the consummation of the transactions in the manner contemplated hereby including, but not limited to, the authorization, execution, issuance, and delivery of this Agreement, the Warrant, the Note, the Mortgage, the Registration Rights Agreement, the Subsidiary Guaranty, and the Environmental Compliance And Indemnification Agreement; (D) the names and true signatures of the officers of the of the Company and of the Operating Subsidiary signing this Agreement and all other documents to be delivered in connection with this Agreement; (E) such other matters as required by this Agreement; and (F) such other matters as the Purchaser may reasonably request. (b) On the Closing Date, the Purchaser shall deliver to the Company: (i) the Assumption AgreementThe Purchase Price; and (ii) The executed Registration Rights Agreement. 4 Representations and Warranties of the Xxxx of Sale Company. The Company hereby represents and Assignment; (iii) Buyer’s Closing Certificate; (iv) Buyer’s Opinion of Counsel; (v) Buyer’s Performance Certificate; (vi) warrants to the Contract Assignment; (vii) the Holdback Escrow Agreement; (viii) the Lease Assignment; (ix) the New Leases; (x) the Noncompetition Agreement; (xi) the Patent Assignment; (xii) the Trademark Assignment; and (xiii) such other documents as provided in Article VIII hereof or as Sellers shall reasonably request.Purchaser that:

Closing Date Deliveries. At the Closing on the Closing Date: (a) Sellers Sellers, as applicable, respectively shall deliver, or cause to be delivereddelivered to Buyer properly executed and dated as of the Closing Date: (i) the Assumption Agreements; (ii) the Bills of Sale and Assignment; (iii) the Contract Assignments; (iv) the Indemnity Guaranty Agreement; (v) the Lease Assignments; (vi) the Non-Competition Agreement; (vii) Sellers' Closing Certificates; (viii) the Trademark Assignments; (ix) the Title Policy and (x) the Warranty Deed; and (xi) such other documents as provided in Article V hereof or as Buyer shall reasonably request; and (b) Buyer shall deliver, or cause to Buyerbe delivered to Sellers, as applicable, properly executed and dated as of the Closing Date: (i) the Assumption AgreementAgreements; (ii) the Xxxx of Sale and Assignment; (iii) the Contract Assignment; (iv) the Holdback Escrow Agreement; (v) the Lease Assignment; (vi) the New Leases; (vii) the Noncompetition Agreement; (viii) the Payoff Letters; (ix) the Patent Assignment; (x) Sellers’ Closing Certificates; (xi) Sellers’ Opinion of Counsel; (xii) Sellers’ Performance Certificates; (xiii) the Trademark Assignment; and (xiv) such other documents as provided in Article VII hereof or as Buyer shall reasonably request; and (b) In addition to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered, to Sellers, properly executed and dated as of the Closing Date: (i) the Assumption Agreement; (ii) the Xxxx Bills of Sale and Assignment; (iii) Buyer’s 's Closing Certificate; (iv) Buyer’s Opinion of Counselthe Contract Assignments; (v) Buyer’s Performance Certificate; the Indemnity Guaranty Agreement, (vi) the Contract AssignmentLease Assignments; (vii) the Holdback Escrow Non-Competition Agreement; (viii) the Lease Assignment; (ix) the New Leases; (x) the Noncompetition Agreement; (xi) the Patent Assignment; (xii) the Trademark AssignmentAssignments; and (xiiiix) such other documents as provided in Article VIII VI hereof or as Sellers shall reasonably request.

Closing Date Deliveries. At the First Closing on the First Closing Date: (a) Sellers Seller shall deliver, or cause to be delivered, delivered to Buyer, properly executed and dated as of the First Closing Date: : (i) the Assumption Agreement; ; (ii) the Xxxx of Sale and Assignment; ; (iii) the Contract Assignment; ; (iv) the Holdback Escrow Agreement; Lease Assignment; (v) the Lease Assignment; Motor Vehicle Title Certificates; (vi) the New Leases; Seller’s Closing Certificate; (vii) the Noncompetition Agreement; Seller’s Performance Certificate; (viii) the Payoff Letters; Facilities Lease; (ix) the Patent Assignment; Equipment Lease; (x) Sellers’ Closing Certificates; the Warranty Deed; (xi) Sellers’ Opinion the Memorandum of Counsel; Lease (to be recorded immediately following the recording of the Warranty Deed and prior to the recording of any other document other than a release of any existing mortgage or deed of trust or financing statement); (xii) Sellers’ Performance Certificates; the TBA; (xiii) an affidavit of Seller, in a form reasonably satisfactory to Buyer, stating under penalty of perjury Seller’s United States taxpayer identification number and that Seller is not a foreign person within the Trademark Assignment; and meaning of Section 1445(b)(2) of the Code; (xiv) a certificate of existence or good standing with respect to Parent from the Secretary of State of Delaware; (xv) a certificate of existence or good standing with respect to Seller from the Secretary of State of Illinois; and (xvi) such other documents as provided in Article VII hereof or as Buyer shall reasonably request; and. (b) In addition to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered, delivered to SellersSeller, properly executed and dated as of the First Closing Date: : (i) the Assumption Agreement; ; (ii) the Xxxx of Sale and Assignment; ; (iii) the Contract Assignment; (iv) the Lease Assignment; (v) Buyer’s Closing Certificate; ; (iv) Buyer’s Opinion of Counsel; (vvi) Buyer’s Performance Certificate; (vi) the Contract Assignment; ; (vii) the Holdback Escrow Agreement; Facilities Lease; (viii) the Lease Assignment; Equipment Lease; (ix) the New Leases; Memorandum of Lease; (x) the Noncompetition Agreement; TBA; (xi) a certificate of existence or good standing with respect to Buyer from the Patent AssignmentSecretary of State of Delaware; and (xii) the Trademark Assignment; and (xiii) such other documents as provided in Article VIII hereof or as Sellers Seller shall reasonably request. At the Second Closing on the Second Closing Date: (c) Seller shall deliver, or cause to be delivered to Buyer, properly executed and dated as of the Second Closing Date: (i) the Assumption Agreement; (ii) the Xxxx of Sale and Assignment; (iii) the Contract Assignment; (iv) the Lease Assignment; (v) Seller’s Closing Certificate; (vi) Seller’s Opinion of Counsel; (vii) Seller’s Performance Certificate; (viii) the Trademark Assignment; and (ix) such other documents as provided in Article VII hereof or as Buyer shall reasonably request. (d) In addition to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered to Seller, properly executed and dated as of the Second Closing Date: (i) the Assumption Agreement; (ii) the Xxxx of Sale and Assignment; (iii) the Contract Assignment (iv) the Lease Assignment; (v) Buyer’s Closing Certificate; (vi) Buyer’s Performance Certificate; (vii) the Trademark Assignment; and (viii) such other documents as provided in Article VIII hereof or as Seller shall reasonably request. (e) The forms of the TBA, the Equipment Lease and the Facilities Lease attached as exhibits hereto each have certain language in brackets therein which language has not been agreed to by the parties. The parties agree that prior to the First Closing they shall cooperate in good faith to reach agreement with respect to such bracketed language. Furthermore the parties acknowledge that the other forms of exhibits attached hereto are general forms and will need to be amended as applicable for use with respect to the First Closing and the Second Closing, respectively.

Closing Date Deliveries. At the Closing on (a) On the Closing Date, the Company shall deliver to the Purchasers: (ai) Sellers shall deliverNotes in the form attached as Exhibit A; (ii) The executed Registration Rights Agreement in the form attached as Exhibit B; (iii) The Subsidiary Guaranty in the form attached as Exhibit D and the Mortgage in the form attached as Exhibit C, or cause to be delivered, to Buyer, properly in each case executed and acknowledged by the Operating Subsidiary, and the Subsidiary Guaranty executed by Bio-Quant, Inc.; (iv) A Subordination, Non-Disturbance and Attornment Agreement, in the form attached as Exhibit E, executed and delivered by the Operating Subsidiary and the tenant under that certain lease dated as of December 16, 2009 pursuant to which the Closing Date: Premises (ias defined in the Mortgage) the Assumption Agreement; were leased to such tenant (ii) the Xxxx of Sale and Assignment; (iii) the Contract Assignment; (iv) the Holdback Escrow Agreement; “SNDA”); (v) the Lease Assignment; The opinion(s) of counsel referred to in Section 7.5 below; (vi) An officer’s certificate in form and substance reasonably satisfactory to the New Leases; (vii) Purchasers and the Noncompetition Agreement; (viii) Purchasers’ counsel, executed by an officer of the Payoff Letters; (ix) Company and the Patent Assignment; (x) Sellers’ Closing Certificates; (xi) Sellers’ Opinion Operating Subsidiary, certifying as to satisfaction of Counsel; (xii) Sellers’ Performance Certificates; (xiii) applicable closing conditions, incumbency of signing officers, the Trademark Assignment; true, correct and (xiv) such other documents as provided complete nature of the Certificate of Incorporation and By-laws, good standing and authorizing resolutions, in Article VII hereof or as Buyer shall reasonably requesteach case of the Company and the Operating Subsidiary; and (vii) Cash for all accrued but unpaid interest on the 2008 Notes and 2009 Notes through the Closing Date, which amount may be deducted by the Purchasers from the cash amount payable pursuant to subsection (b)(i) below; and (viii) A stamped copy of the amendment to the Company’s Articles of Incorporation to effect an increase of the number of authorized shares of Common Stock to at least 200 million shares. (b) In addition On the Closing Date, the Purchasers shall deliver to the payments described in Section 2.2Company: (i) The Purchase Price set forth on the Purchasers’ signature page hereto, Buyer which shall deliverconsist of the surrender of the 2008 Notes and 2009 Notes and the additional cash (if any), or cause to be delivered, to Sellers, properly all as designated on the Schedule of Investors attached hereto; and (ii) The executed and dated Registration Rights Agreement. (iii) A copy of the SNDA executed by the collateral agent under the Mortgage on behalf of the Purchasers. (c) Effective as of the Closing, the Company shall repay to Solomon Strategic Holdings, Inc. the remaining outstanding balance under the 2008 Notes and 2009 Notes held by such Purchaser and surrendered at Closing Date: as indicated on the Schedule of Investors, which payment shall be made within three (i3) business days following the Assumption Agreement; Closing Date (ii) the Xxxx failure of Sale and Assignment; (iii) Buyer’s Closing Certificate; (iv) Buyer’s Opinion which shall constitute an Event of Counsel; (v) Buyer’s Performance Certificate; (vi) Default under the Contract Assignment; (vii) the Holdback Escrow Agreement; (viii) the Lease Assignment; (ix) the New Leases; (x) the Noncompetition Agreement; (xi) the Patent Assignment; (xii) the Trademark Assignment; and (xiii) such other documents as provided in Article VIII hereof or as Sellers shall reasonably requestNotes).

Closing Date Deliveries. At the Closing on (a) On the Closing Date: (a) Sellers , Tribune shall deliver, deliver or cause to be delivereddelivered to the Xxxxxxxx Sub (i) a xxxx of sale and assignment, in the form of Exhibit C, of all of the Tribune Station Assets (other than the real property described in Schedule 2.10), (ii) special warranty deeds conveying to the Xxxxxxxx Subs the real property described in Schedule 2.10, (iii) all of the documents and instruments required to be delivered by Tribune and the Tribune Sub pursuant to Article VII, (iv) payment by wire transfer of immediately available funds of $10,000,000, (v) a copy of the certificate of incorporation of Tribune and the Tribune Sub certified as of a recent date by the Secretary of State of the State of Delaware, (vi) certificates of good standing of Tribune and the Tribune Sub issued as of a recent date by the Secretary of State of the State of Delaware and a certificate of good standing of the Tribune Sub issued as of a recent date by the Secretary of State of the State of Georgia, (vii) certificates of the secretary or assistant secretary of Tribune and the Tribune Sub as to their respective bylaws, the resolutions of their respective boards of directors and stockholders (if applicable) authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and the incumbency and signatures of their respective officers executing this Agreement and any Tribune Ancillary Agreement, (viii) an assignment, in recordable form, with respect to each of the leases of real estate described in Schedule 2.11, (ix) the undertakings and assumptions described in Section 1.5(a), (x) a certification of non-foreign status, in form and substance reasonably satisfactory to Xxxxxxxx, in accordance with Treas. Reg. Section 1.1445-2(b) and (xi) an opinion of Sidley & Austin, counsel to Tribune and the Tribune Sub, in form and substance reasonably satisfactory to Xxxxxxxx and its counsel, to Buyer, properly executed and dated as of the effect set forth in Exhibit F. (b) On the Closing Date: , Xxxxxxxx shall deliver or cause to be delivered to the Tribune Sub (i) a xxxx of sale and assignment, in the Assumption Agreement; form of Exhibit D, of all of the Xxxxx Station Assets (other than the real property described in Section 3.13 of the Xxxxx Disclosure Schedule), (ii) special warranty deeds conveying to the Xxxx Tribune Subs the real property described in Section 3.13 of Sale the Xxxxx Disclosure Schedule, (iv) all of the documents and Assignment; instruments required to be delivered by Xxxxxxxx and the Xxxxxxxx Sub pursuant to Article VI, (iii) a copy of the Contract Assignment; charters of Xxxxxxxx and the Xxxxxxxx Sub certified as of a recent date by the secretary of state of their respective state of incorporation, (iv) certificates of good standing of Xxxxxxxx and the Holdback Escrow Agreement; Xxxxxxxx Sub issued as of a recent date by the secretary of state of the state of their respective incorporation, (v) certificates of the Lease Assignment; secretary or assistant secretary of Xxxxxxxx and the Xxxxxxxx Sub as to their respective bylaws, the resolutions of their respective boards of directors and stockholders (if applicable) authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and the incumbency and signatures of their respective officers executing this Agreement and any Xxxxxxxx Ancillary Agreement, (vi) an assignment, in recordable form, with respect to each of the New Leases; leases of real estate described in Section 3.13 of the Xxxxx Disclosure Schedule, (vii) the Noncompetition Agreement; undertakings and assumptions described in Section 1.6(a), (viii) the Payoff Letters; a certification of non-foreign status, in form and substance reasonably satisfactory to Tribune, in accordance with Treas. Reg. Section 1.1445-2(b) and (ix) an opinion of counsel to Xxxxxxxx and the Patent Assignment; (x) Sellers’ Closing Certificates; (xi) Sellers’ Opinion of Counsel; (xii) Sellers’ Performance Certificates; (xiii) the Trademark Assignment; and (xiv) such other documents as provided in Article VII hereof or as Buyer shall Xxxxxxxx Sub reasonably request; and (b) In addition satisfactory to Tribune, to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered, to Sellers, properly executed and dated as of the Closing Date: (i) the Assumption Agreement; (ii) the Xxxx of Sale and Assignment; (iii) Buyer’s Closing Certificate; (iv) Buyer’s Opinion of Counsel; (v) Buyer’s Performance Certificate; (vi) the Contract Assignment; (vii) the Holdback Escrow Agreement; (viii) the Lease Assignment; (ix) the New Leases; (x) the Noncompetition Agreement; (xi) the Patent Assignment; (xii) the Trademark Assignment; and (xiii) such other documents as provided in Article VIII hereof or as Sellers shall reasonably request.effect set forth on Exhibit E.

Closing Date Deliveries. (a) At the Closing on the Closing DateClosing, Seller, Indemnitors, JMJ shall: (ai) Sellers shall deliverDeliver to Buyer duly executed warranty xxxxx, or cause xxxx of sale, assignment and assumption documents and such other instruments of transfer and assignment, all in mutually acceptable form, for the transfer and assignment to be delivered, to Buyer, properly executed and dated as Buyer of all of the Closing Date: (i) the Assumption Agreement; Assets; (ii) Execute and deliver to Buyer the Xxxx of Sale and Assignment; Non-Foreign Ownership Affidavit provided for in Section 8.03; (iii) Deliver to Buyer the Contract Assignment; Non-Competition Agreement and the Employment Agreements duly executed by Seller and the Indemnitors; (iv) Deliver to Buyer the Holdback Escrow Agreement; Secretary's Certificate pursuant to Section 10.05; (v) Deliver to Buyer the Lease Assignment; (vi) good standing certificate provided by the New Leases; (vii) the Noncompetition Agreement; (viii) the Payoff Letters; (ix) the Patent Assignment; (x) Sellers’ Closing Certificates; (xi) Sellers’ Opinion Michigan Department of Counsel; (xii) Sellers’ Performance Certificates; (xiii) the Trademark Assignment; Consumer and (xiv) such other documents as provided in Article VII hereof or as Buyer shall reasonably requestIndustry Services; and (vi) Deliver to Buyer any other instruments required in order to document the Closing of this transaction. (b) In addition to At the payments described in Section 2.2Closing, Buyer shall deliver, or cause to be delivered, to Sellers, properly executed and dated as of the Closing Date: shall: (i) Deliver to Seller, Indemnitors and JMJ the Assumption Agreement; Purchase Price to be paid at the Closing, as set forth in Section 3.01 hereof; (ii) Duly execute and deliver to Seller and Indemnitors the Xxxx of Sale and Assignment; assumption documents referenced in Section 12.03(a)(i) hereof; (iii) Buyer’s Closing Certificate; Deliver to Seller, Indemnitors and JMJ the Secretary's Certificate pursuant to Section 11.04; (iv) Buyer’s Opinion Deliver to Seller, Indemnitors and JMJ certified copies of Counselits good standing certificate; and (v) Buyer’s Performance Certificate; (vi) Deliver to Seller, Indemnitors and JMJ any other instruments reasonably required in order to document the Contract Assignment; (vii) the Holdback Escrow Agreement; (viii) the Lease Assignment; (ix) the New Leases; (x) the Noncompetition Agreement; (xi) the Patent Assignment; (xii) the Trademark Assignment; and (xiii) such other documents as provided in Article VIII hereof or as Sellers shall reasonably requestClosing of this transaction.

Closing Date Deliveries. (1) At the Closing on the Closing DateClosing: (a) Sellers shall deliver, Purchaser will deliver or cause to be delivereddelivered to Seller: (i) the Purchase Price by wire transfer of immediately available funds to such account as Seller may direct at least two (2) Business Days prior to the Closing Date; and (ii) a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to Buyerthe effect that the conditions specified in Sections 6.2(c) and (d) have been fulfilled. (b) Seller will deliver to Purchaser: (i) stock certificate(s) evidencing the Shares, properly in each case endorsed in blank or with an executed blank stock power attached sufficient to vest good and dated valid title to the Shares in Purchaser, free and clear of any Encumbrances; (ii) written resignations of all directors (or equivalent persons) and officers of the Company and each of its Subsidiaries, in each case, effective as of the Closing Date: (i) the Assumption Agreement; (ii) the Xxxx of Sale Date and Assignment; in form and substance reasonably acceptable to Purchaser; (iii) a certification in the Contract Assignment; form contained in Section 1.1445-2(b)(2)(iv)(B) of the United States Department of the Treasury Regulations to the effect that Seller is not a “foreign person;” (iv) a certificate, dated the Holdback Escrow Agreement; Closing Date and duly executed by an authorized officer of Seller, in form and substance reasonably satisfactory to Purchaser, to the effect that the conditions specified in Sections 6.1(c) and (d) have been fulfilled; (v) all material Books and Records of the Lease Assignment; (vi) Company and its Subsidiaries not already in the New Leases; (vii) possession of the Noncompetition Agreement; (viii) the Payoff Letters; (ix) the Patent Assignment; (x) Sellers’ Closing Certificates; (xi) Sellers’ Opinion of Counsel; (xii) Sellers’ Performance Certificates; (xiii) the Trademark Assignment; and (xiv) such other documents as provided in Article VII hereof Company or as Buyer shall reasonably requestits Subsidiaries; and (bvi) In addition to such other documents, instruments or certificates as Purchaser may reasonably request. (2) On the payments described in Section 2.2Closing Date, Buyer but following the Closing, Purchaser shall deliver, make or cause to be delivered, made the Capital Contribution to Sellers, properly executed and dated as of the Closing Date: (i) the Assumption Agreement; (ii) the Xxxx of Sale and Assignment; (iii) Buyer’s Closing Certificate; (iv) Buyer’s Opinion of Counsel; (v) Buyer’s Performance Certificate; (vi) the Contract Assignment; (vii) the Holdback Escrow Agreement; (viii) the Lease Assignment; (ix) the New Leases; (x) the Noncompetition Agreement; (xi) the Patent Assignment; (xii) the Trademark Assignment; and (xiii) such other documents as provided in Article VIII hereof or as Sellers shall reasonably requestInsurance Company.

Closing Date Deliveries. At the Closing on (a) On the Closing Date, ABB shall deliver and cause Company to deliver to Buyer the following validly executed instruments: (ai) Sellers shall deliverCertified copy of resolutions of the Board of Directors of ABB authorizing the execution and performance of this Agreement and the Transaction contemplated hereby; (ii) Officer's Certificate of ABB and Company, or cause to be delivered, to Buyer, properly executed and dated as of the Closing Date: (i) , in form and substance reasonably satisfactory to Buyer, certifying that no amendments to the Assumption Charter Documents of Company since the date of this Agreement; (ii) the Xxxx of Sale and Assignment; ; (iii) the Contract Assignment; The closing certificate required by Sections 8.2.1 and 8.2.2; (iv) Resignations of the Holdback Escrow Agreement; members of the Board of Directors appointed by the shareholder of Company and any individual authorized to sign on behalf of the Company who is not employed by the Company on a full-time basis; (v) the The Lease Assignment; Agreement required by Section 8.2.6; (vi) the New Leases; The Services Agreement required by Section 8.2.5; (vii) the Noncompetition Agreement; The reimbursement amount provided for in Section 7.8 and calculated as set forth in Section 2.5; (viii) the Payoff Letters; The payment to Buyer of any intercompany debt owed Buyer as set forth on SCHEDULE 8.1.4 and calculated as set forth in Section 2.5; (ix) The Stock Purchase Agreement by and among ABB Industrial Systems, Inc., an Ohio corporation, Flow International Corporation, a Washington corporation or an entity to be formed by Flow International Corporation and ABB Autoclave Systems Inc., a Delaware corporation, in the Patent Assignment; form set forth in EXHIBIT 2.4(a) ("PRESSURE SYSTEMS STOCK PURCHASE AGREEMENT"); (x) Sellers’ Closing Certificates; The Asset Purchase Agreement by and among an ABB entity or entities which own the intellectual property rights used in Company's business and an entity to be designated or formed by Flow International Corporation, substantially in the form set forth in EXHIBIT 2.4(b) (xi) Sellers’ Opinion of Counsel; (xii) Sellers’ Performance Certificates; (xiii) the Trademark Assignment; and (xiv) such other documents as provided in Article VII hereof or as Buyer shall reasonably request"INTELLECTUAL PROPERTY ASSET PURCHASE AGREEMENT"); and (xi) Such other instruments or documents necessary to consummate the Transaction, all satisfactory in form and substance to Buyer. (b) In addition to On the payments described in Section 2.2Closing Date, Buyer shall deliver, or cause deliver to be delivered, to Sellers, properly ABB the following validly executed and dated as of the Closing Date: instruments: (i) the Assumption Agreement; Seven Million US Dollars ($7,000,000) payable to ABB or such parties designated by ABB by wire transfer of immediately available funds; (ii) Certified copy of resolutions of the Xxxx Board of Sale Directors of Buyer authorizing the execution and Assignment; performance of this Agreement and the Transaction contemplated hereby; (iii) Buyer’s Closing Certificate; The closing certificate required by Sections 8.3.1 and 8.3.2; (iv) Buyer’s Opinion of Counsel; The Lease Agreement required by Section 8.2.6; (v) Buyer’s Performance Certificate; The Services Agreement required by Section 8.2.5; (vi) the Contract Assignment; The payment to ABB of any intercompany debt owed ABB as set forth on SCHEDULE 8.1.4 and calculated as set forth in Section 2.5; (vii) the Holdback Escrow The Pressure Systems Stock Purchase Agreement; ; (viii) the Lease AssignmentThe Intellectual Property Asset Purchase Agreement; and (ix) Such other instruments or documents necessary to consummate the New Leases; (x) the Noncompetition Agreement; (xi) the Patent Assignment; (xii) the Trademark Assignment; Transaction, all satisfactory in form and (xiii) such other documents as provided in Article VIII hereof or as Sellers shall reasonably requestsubstance to ABB.

Closing Date Deliveries. At the Closing on (a) On the Closing Date: (a) Sellers , Tribune Denver shall deliver, execute and deliver or cause to be delivereddelivered to Optionee (i) a xxxx of sale and assignment of Tribune Denver, in a form reasonably acceptable to BuyerTribune Denver and Optionee, properly executed conveying all of the Purchased Assets (other than the Real Property described in Schedule 4.10(a)), (ii) general warranty deeds conveying to Optionee the Real Property described in Schedule 4.10(a), (iii) all of the documents and dated instruments required to be delivered by Tribune Denver pursuant to Article IX, (iv) copies of the certificates of incorporation of Tribune Denver and Tribune, each certified as of a recent date by the Secretary of State of the State of Delaware, (v) certificates of good standing of Tribune Denver and Tribune, each issued as of a recent date by the Secretary of State of the State of Delaware, (vi) a certificate of the secretary or assistant secretary of each of Tribune Denver and Tribune as to its respective bylaws, the resolutions of its board of directors and stockholders (if applicable) authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and the incumbency and signatures of its officers executing this Agreement and any Tribune Denver Ancillary Agreement, (vii) such documents and instruments, if any, as are reasonably requested by Optionee to evidence that the Purchased Assets at Closing are free and clear of all Encumbrances other than Permitted Encumbrances and (viii) a certification of non-foreign status, in form and substance reasonably satisfactory to Optionee, in accordance with Treas. Reg. §1.1445-2(b). (b) On the Closing Date: , Optionee shall execute and deliver or cause to be delivered to Tribune Denver (i) the Assumption Agreement; Closing Date Payment, payable in the manner described in Section 3.7, (ii) all of the Xxxx of Sale documents and Assignment; instruments required to be delivered by the Optionee pursuant to Article VIII, (iii) copies of the Contract Assignment; charter of Optionee, certified as of a recent date by the secretary of state of its state of incorporation, (iv) a certificate of good standing of Optionee, issued as of a recent date by the Holdback Escrow Agreement; secretary of state of the state of its incorporation, (v) a certificate of the Lease Assignment; secretary or assistant secretary of Optionee as to its bylaws, the resolutions of its board of directors and stockholders (if applicable) authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and the incumbency and signatures of its officers executing this Agreement and any Optionee Ancillary Agreement, (vi) the New Leases; undertaking and assumption described in Section 3.3(a) and (vii) the Noncompetition Agreement; (viii) the Payoff Letters; (ix) the Patent Assignment; (x) Sellers’ Closing Certificates; (xi) Sellers’ Opinion a certification of Counsel; (xii) Sellers’ Performance Certificates; (xiii) the Trademark Assignment; non-foreign status, in form and (xiv) such other documents as provided substance reasonably satisfactory to Tribune Denver, in Article VII hereof or as Buyer shall reasonably request; and (b) In addition to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered, to Sellers, properly executed and dated as accordance with Treas. Reg. § 1.1445-2(b). Table of the Closing Date: (i) the Assumption Agreement; (ii) the Xxxx of Sale and Assignment; (iii) Buyer’s Closing Certificate; (iv) Buyer’s Opinion of Counsel; (v) Buyer’s Performance Certificate; (vi) the Contract Assignment; (vii) the Holdback Escrow Agreement; (viii) the Lease Assignment; (ix) the New Leases; (x) the Noncompetition Agreement; (xi) the Patent Assignment; (xii) the Trademark Assignment; and (xiii) such other documents as provided in Article VIII hereof or as Sellers shall reasonably request.Contents

Closing Date Deliveries. (a) At the Closing on the Closing DateClosing, Seller, Indemnitors, JMJ shall: (ai) Sellers shall deliverDeliver to Buyer duly executed warranty deedx, or cause xxxx xx sale, assignment and assumption documents and such other instruments of transfer and assignment, all in mutually acceptable form, for the transfer and assignment to be delivered, to Buyer, properly executed and dated as Buyer of all of the Closing Date: (i) the Assumption Agreement; Assets; (ii) Execute and deliver to Buyer the Xxxx of Sale and Assignment; Non-Foreign Ownership Affidavit provided for in Section 8.03; (iii) Deliver to Buyer the Contract Assignment; Non-Competition Agreement and the Employment Agreements duly executed by Seller and the Indemnitors; (iv) Deliver to Buyer the Holdback Escrow Agreement; Secretary's Certificate pursuant to Section 10.05; (v) Deliver to Buyer the Lease Assignment; (vi) good standing certificate provided by the New Leases; (vii) the Noncompetition Agreement; (viii) the Payoff Letters; (ix) the Patent Assignment; (x) Sellers’ Closing Certificates; (xi) Sellers’ Opinion Michigan Department of Counsel; (xii) Sellers’ Performance Certificates; (xiii) the Trademark Assignment; Consumer and (xiv) such other documents as provided in Article VII hereof or as Buyer shall reasonably requestIndustry Services; and (vi) Deliver to Buyer any other instruments required in order to document the Closing of this transaction. (b) In addition to At the payments described in Section 2.2Closing, Buyer shall deliver, or cause to be delivered, to Sellers, properly executed and dated as of the Closing Date: shall: (i) Deliver to Seller, Indemnitors and JMJ the Assumption Agreement; Purchase Price to be paid at the Closing, as set forth in Section 3.01 hereof; (ii) Duly execute and deliver to Seller and Indemnitors the Xxxx of Sale and Assignment; assumption documents referenced in Section 12.03(a)(i) hereof; (iii) Buyer’s Closing Certificate; Deliver to Seller, Indemnitors and JMJ the Secretary's Certificate pursuant to Section 11.04; (iv) Buyer’s Opinion Deliver to Seller, Indemnitors and JMJ certified copies of Counselits good standing certificate; and (v) Buyer’s Performance Certificate; (vi) Deliver to Seller, Indemnitors and JMJ any other instruments reasonably required in order to document the Contract Assignment; (vii) the Holdback Escrow Agreement; (viii) the Lease Assignment; (ix) the New Leases; (x) the Noncompetition Agreement; (xi) the Patent Assignment; (xii) the Trademark Assignment; and (xiii) such other documents as provided in Article VIII hereof or as Sellers shall reasonably requestClosing of this transaction.

Closing Date Deliveries. At the Closing on (a) On the Closing Date, Company and Shareholders shall deliver to Buyer the following validly executed instruments: (ai) Sellers shall deliver, or cause to be delivered, to Buyer, properly executed and dated as certified copy of resolutions of the Closing Date: (i) Board of Directors and shareholders of Company authorizing the Assumption Agreement; execution and performance of this Agreement and the transaction contemplated hereby; (ii) validly executed assignments of all leases listed on the Xxxx of Sale Company Disclosure Schedule and Assignment; all required lessor's consents to such assignments, satisfactory in form and substance to Buyer; (iii) validly executed assignments of all contracts to be assumed by Buyer as set forth on the Contract Assignment; Company Disclosure Schedule, together with such additional contracts as the Company may have entered into between the Effective Date and Closing, together with all necessary third party consents to such assignments, satisfactory in form and substance to Buyer; (iv) the Holdback Escrow Agreement; xxxx of sale for all Assets being purchased by Buyer, satisfactory in form and substance to Buyer; (v) the Lease Assignment; an opinion of Jaffe, Raitt, Heuer & Xxxxx, Professional Corporation, counsel to Company and Shareholders required by Section 8.2.3; (vi) the New Leases; closing certificate required by Sections 8.2.1 and 8.2.2; (vii) lien releases for any Assets being purchased hereunder, subject to Buyer paying or assuming the Noncompetition Agreement; related liabilities, satisfactory in form and substance to Buyer; (viii) assignments in recordable form with the Payoff Letters; applicable trademark, patent or copyright office of all Company Intellectual Property being purchased or transferred hereunder, satisfactory in form and substance to Buyer; (ix) validly executed assignments of title for all vehicles being purchased hereunder, so that the Patent Assignment; titles may be transferred to Buyer; (x) Sellers’ Closing Certificates; the executed Escrow Agreement; (xi) Sellers’ Opinion of Counsel; the documents required by Sections 5.5(e) and (f) herein; (xii) Sellers’ Performance Certificates; the Employment Agreement described in Section 8.2.5 hereof, executed by Xxxxxxx X. Xxxxxx; (xiii) the Trademark AssignmentNon-Compete Agreement described in Section 8.2.6 hereof, executed by Xxxxxxx X. Xxxxxx; and and (xiv) such other instruments or documents as provided necessary or reasonably desirable to consummate the Transaction, all satisfactory in Article VII hereof or as form and substance to Buyer. (b) On the Closing Date, Buyer shall reasonably requestdeliver to Company the following validly executed instruments: (i) Two Million Four Hundred and Fifty Thousand Dollars ($2,450,000) payable to Company by wire transfer of immediately available funds; (ii) The Escrow Agreement; (iii) Certified copy of resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement and the Transaction contemplated hereby; (iv) Opinion of counsel to Buyer as required by Section 8.3.3; (v) The closing certificate required by Sections 8.3.1 and 8.3.2; (vi) The Employment Agreement described in Section 8.2.5 hereof signed by the Buyer; (vii) The Non-Compete Agreement described in Section 8.2.6 hereof signed by the Buyer; (viii) Assumption agreement for all liabilities being assumed by Buyer, satisfactory in form and substance to Seller; and (bix) In addition Such other instruments or documents necessary or desirable to consummate the payments described Transaction, all satisfactory in Section 2.2form and substance to Buyer. (c) On the Closing Date, Buyer shall deliver, or cause deliver to be delivered, to Sellers, properly Escrow Agent the following validly executed and dated as of the Closing Date: instruments: (i) the Assumption The executed Escrow Agreement; and (ii) the Xxxx of Sale and Assignment; One Hundred Thousand Dollars (iii$100,000) Buyer’s Closing Certificate; (iv) Buyer’s Opinion of Counsel; (v) Buyer’s Performance Certificate; (vi) the Contract Assignment; (vii) the Holdback Escrow Agreement; (viii) the Lease Assignment; (ix) the New Leases; (x) the Noncompetition Agreement; (xi) the Patent Assignment; (xii) the Trademark Assignment; and (xiii) such other documents as provided in Article VIII hereof or as Sellers shall reasonably requestby wire transfer.

Closing Date Deliveries. At the Closing on (a) On the Closing Date, the Company and the Shareholders, as applicable, shall deliver to Buyer the following: (ai) Sellers shall deliverCopy of the Articles of Incorporation of the Company, or cause to be deliveredcertified as of a recent date by the Washington Secretary of State; (ii) Certificate of Existence of the Company as of a recent date issued by the Washington Secretary of State; (iii) Officer's Certificate of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, properly executed and dated as to (w) no amendments to the Articles of Incorporation of the Closing Date: (i) the Assumption Agreement; (ii) the Xxxx of Sale and Assignment; (iii) the Contract Assignment; (iv) the Holdback Escrow Agreement; (v) the Lease Assignment; (vi) the New Leases; (vii) the Noncompetition Agreement; (viii) the Payoff Letters; (ix) the Patent AssignmentCompany since July 16, 1998; (x) Sellers’ Closing CertificatesBylaws of the Company; (xiy) Sellers’ Opinion resolutions of Counsel; (xii) Sellers’ Performance Certificates; (xiii) the Trademark AssignmentBoard of Directors of the Company authorizing the execution and performance of this Agreement and the Transaction contemplated hereby; and (xivz) such other documents as provided incumbency and signatures of the officers of the Company executing this Agreement and any agreement executed and delivered in Article VII hereof or as Buyer shall connection herewith; (iv) Stock certificates evidencing the Acquired Shares, together with executed stock assignments in form reasonably requestappropriate for transfer; (v) A Protective Covenant Agreement executed by Xxxxx, substantially in the form of EXHIBIT 2.5(a)(v), attached hereto; (vi) An opinion of Xxxxxxx Xxxxx & Xxxxx LLP, counsel to the Company, in the form of EXHIBIT 6.2.5, attached hereto; and (vii) The certificates required by Sections 6.2.1 and 6.2.2. (b) In addition to On the payments described in Section 2.2Closing Date, Buyer shall deliverdeliver the following: (i) To each Shareholder, or cause that portion of the Purchase Price due to be deliveredsuch Shareholder in accordance with Section 2.2; (ii) The certificates required by Sections 6.3.1 and 6.3.2. (iii) Copies of Buyer's Certificate of Formation, to Sellers, properly executed and dated certified as of a recent date by the Delaware Secretary of State; (iv) Certificate of good standing of Buyer issued as of a recent date by the Delaware Secretary of State; (v) Officer's Certificate of Buyer, dated the Closing Date: , in form and substance reasonably satisfactory to the Company, as to (ix) no amendments to the Certificate of Formation since November 25, 1998; (y) the Assumption Agreementresolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement and the Transaction contemplated hereby; and (iiz) incumbency and signatures of the Xxxx officers of Sale Buyer executing this Agreement and Assignmentany agreement executed and delivered in connection herewith; (iii) Buyer’s Closing Certificate; (iv) Buyer’s Opinion of Counsel; (v) Buyer’s Performance Certificate; and (vi) Opinions of counsel to Buyer substantially in the Contract Assignment; (viiform of EXHIBIT 6.3.3(a) the Holdback Escrow Agreement; (viii) the Lease Assignment; (ix) the New Leases; (x) the Noncompetition Agreement; (xi) the Patent Assignment; (xii) the Trademark Assignment; and (xiii) such other documents as provided in Article VIII hereof or as Sellers shall reasonably requestb), attached hereto.

Closing Date Deliveries. At the Closing on (a) On the Closing Date: (a) Sellers , the Xxxxxx Entities shall deliver, execute and deliver or cause to be delivereddelivered to Buyer: (i) a xxxx of sale and assignments, in a form reasonably acceptable to Buyer, properly executed conveying all of the Purchased Assets, (ii) a statutory warranty deed conveying to Buyer the owned Real Property described in Schedule 3.10(a), (iii) all of the documents and instruments required to be delivered by the Xxxxxx Entities pursuant to Article 8, (iv) a certificate of good standing for each Xxxxxx Entity, issued as of a recent date by the Secretary of State of each Xxxxxx Entity’s state of formation and the Secretary of State of Oregon; (v) a certificate of the secretary or assistant secretary or manager of each Xxxxxx Entity certifying the resolutions of its members or directors, as the case may be, authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and the incumbency and signatures of each officer executing this Agreement and any Xxxxxx Ancillary Agreement, (vi) the opinions of Xxxxxx Entities’ legal and communications counsel in form and substance reasonably acceptable to Buyer, provided that, in any event, such opinions shall permit the reliance thereon by Buyer’s senior lenders. (vii) a certification of non-foreign status from Xxxxxx Radio, in form and substance reasonably satisfactory to Buyer, in accordance with Treas. Reg. § 1.1445-2(b), (viii) such documents and instruments as may be reasonably requested by Buyer necessary to evidence that the Purchased Assets at Closing are free and clear of all Encumbrances other than Permitted Encumbrances, and (ix) the books and records included in the Purchased Assets (provided that delivery of the foregoing will be deemed made to the extent such books and records are then located at any of the offices or premises included in the Purchased Assets). (b) On the Closing Date, Buyer shall deliver or cause to be delivered to the Xxxxxx Entities the Purchase Price, payable in the manner described in Section 2.7, and execute and deliver (i) all of the documents and instruments required to be delivered by the Buyer pursuant to Article 7, (ii) copies of the certificate of formation of each entity constituting Buyer, certified as of a recent date by the secretary of state of the state of its formation, (iii) a certificate of good standing of each entity constituting Buyer, each issued as of a recent date by the secretary of state of the state of its formation, (iv) a certificate of the secretary or assistant secretary of each entity constituting Buyer certifying the resolutions of its members or directors, as the case may be, authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and the incumbency and signatures of its officers executing this Agreement and any Buyer Ancillary Agreement, (v) the undertaking and assumption described in Section 2.3(a), and (vi) an opinion of Buyer’s legal counsel, dated as of the Closing Date: (i) the Assumption Agreement; (ii) the Xxxx of Sale , in form and Assignment; (iii) the Contract Assignment; (iv) the Holdback Escrow Agreement; (v) the Lease Assignment; (vi) the New Leases; (vii) the Noncompetition Agreement; (viii) the Payoff Letters; (ix) the Patent Assignment; (x) Sellers’ Closing Certificates; (xi) Sellers’ Opinion of Counsel; (xii) Sellers’ Performance Certificates; (xiii) the Trademark Assignment; and (xiv) such other documents as provided in Article VII hereof or as Buyer shall substance reasonably request; and (b) In addition acceptable to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered, to Sellers, properly executed and dated as of the Closing Date: (i) the Assumption Agreement; (ii) the Xxxx of Sale and Assignment; (iii) Buyer’s Closing Certificate; (iv) Buyer’s Opinion of Counsel; (v) Buyer’s Performance Certificate; (vi) the Contract Assignment; (vii) the Holdback Escrow Agreement; (viii) the Lease Assignment; (ix) the New Leases; (x) the Noncompetition Agreement; (xi) the Patent Assignment; (xii) the Trademark Assignment; and (xiii) such other documents as provided in Article VIII hereof or as Sellers shall reasonably requestXxxxxx Entities.

Closing Date Deliveries. At the Closing on (a) On the Closing Date: (a) Sellers , Tribune shall deliver, deliver or cause to be delivereddelivered to the Xxxxxxxx Sub (i) a xxxx of sale and assignment, in the form of Exhibit C, of all of the Tribune Station Assets (other than the real property described in Schedule 2.10), (ii) special warranty deeds conveying to the Xxxxxxxx Subs the real property described in Schedule 2.10, (iii) all of the documents and instruments required to be delivered by Tribune and the Tribune Sub pursuant to Article VII, (iv) payment by wire transfer of immediately available funds of $10,000,000, (v) a copy of the certificate of incorporation of Tribune and the Tribune Sub certified as of a recent date by the Secretary of State of the State of Delaware, (vi) certificates of good standing of Tribune and the Tribune Sub issued as of a recent date by the Secretary of State of the State of Delaware and a certificate of good standing of the Tribune Sub issued as of a recent date by the Secretary of State of the State of Georgia, (vii) certificates of the secretary or assistant secretary of Tribune and the Tribune Sub as to their respective bylaws, the resolutions of their respective boards of directors and stockholders (if applicable) authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and the incumbency and signatures of their respective officers executing this Agreement and any Tribune Ancillary Agreement, (viii) an assignment, in recordable form, with respect to each of the leases of real estate described in Schedule 2.11, (ix) the undertakings and assumptions described in Section 1.5(a), (x) a certification of non-foreign status, in form and substance reasonably satisfactory to Xxxxxxxx, in accordance with Treas. Reg. ss. 1.1445-2(b) and (xi) an opinion of Sidley & Austin, counsel to Tribune and the Tribune Sub, in form and substance reasonably satisfactory to Xxxxxxxx and its counsel, to Buyer, properly executed and dated as of the effect set forth in Exhibit F. (b) On the Closing Date: , Xxxxxxxx shall deliver or cause to be delivered to the Tribune Sub (i) a xxxx of sale and assignment, in the Assumption Agreement; form of Exhibit D, of all of the Xxxxx Station Assets (other than the real property described in Section 3.13 of the Xxxxx Disclosure Schedule), (ii) special warranty deeds conveying to the Xxxx Tribune Subs the real property described in Section 3.13 of Sale the Xxxxx Disclosure Schedule, (iv) all of the documents and Assignment; instruments required to be delivered by Xxxxxxxx and the Xxxxxxxx Sub pursuant to Article VI, (iii) a copy of the Contract Assignment; charters of Xxxxxxxx and the Xxxxxxxx Sub certified as of a recent date by the secretary of state of their respective state of incorporation, (iv) certificates of good standing of Xxxxxxxx and the Holdback Escrow Agreement; Xxxxxxxx Sub issued as of a recent date by the secretary of state of the state of their respective incorporation, (v) certificates of the Lease Assignment; secretary or assistant secretary of Xxxxxxxx and the Xxxxxxxx Sub as to their respective bylaws, the resolutions of their respective boards of directors and stockholders (if applicable) authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and the incumbency and signatures of their respective officers executing this Agreement and any Xxxxxxxx Ancillary Agreement, (vi) an assignment, in recordable form, with respect to each of the New Leases; leases of real estate described in Section 3.13 of the Xxxxx Disclosure Schedule, (vii) the Noncompetition Agreement; undertakings and assumptions described in Section 1.6(a), (viii) the Payoff Letters; a certification of non-foreign status, in form and substance reasonably satisfactory to Tribune, in accordance with Treas. Reg. ss. 1.1445- 2(b) and (ix) an opinion of counsel to Xxxxxxxx and the Patent Assignment; (x) Sellers’ Closing Certificates; (xi) Sellers’ Opinion of Counsel; (xii) Sellers’ Performance Certificates; (xiii) the Trademark Assignment; and (xiv) such other documents as provided in Article VII hereof or as Buyer shall Xxxxxxxx Sub reasonably request; and (b) In addition satisfactory to Tribune, to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered, to Sellers, properly executed and dated as of the Closing Date: (i) the Assumption Agreement; (ii) the Xxxx of Sale and Assignment; (iii) Buyer’s Closing Certificate; (iv) Buyer’s Opinion of Counsel; (v) Buyer’s Performance Certificate; (vi) the Contract Assignment; (vii) the Holdback Escrow Agreement; (viii) the Lease Assignment; (ix) the New Leases; (x) the Noncompetition Agreement; (xi) the Patent Assignment; (xii) the Trademark Assignment; and (xiii) such other documents as provided in Article VIII hereof or as Sellers shall reasonably request.effect set forth on Exhibit E.

Closing Date Deliveries. At the Closing on the Closing Date: (a) Sellers Upon the Closing, the Seller and each of its Subsidiaries, as applicable, shall deliver, execute and/or deliver or cause to be delivereddelivered to the Optionee the following, to Buyerat the expense of the Seller and in proper form for recording when appropriate: (i) (1) a bill of sale, properly executed substantially in the form attached hereto as Exhibit 3.8(x)(i)(1) (the "Bill of Sale"), (2) an assignment and assumption agreement, substantiaxxx in the form attached hereto as Exhibit 3.8(a)(i)(2) (the "Assignment Agreement"), (3) an intellectual property assignment and assumption agreement, substantially in the form attached hereto as Exhibit 3.8(a)(i)(3) (the "IP Assignment Agreement"), and (4) a lease assignment and assumption agreement, substantially in the form attached hereto as Exhibit 3.8(a)(i)(4) (the "Lease Assignment Agreement"), in each case dated as of the Closing Date: Date and appropriately executed by the Seller or a Subsidiary of the Seller; (ii) a copy of the certificate of formation of the Seller and each of its Subsidiaries, certified as of a recent date by the Secretary of State of the State of Delaware; (iii) a certificate of good standing of the Seller and each of its Subsidiaries, issued as of a recent date by the Secretary of State of the State of Delaware; (iv) a certification of non-foreign status, in form and substance reasonably satisfactory to the Optionee, in accordance with Treas. Reg. ss.1.1445-2(b); and (v) such documents and instruments, if any, as are reasonably requested by the Optionee to evidence that the Purchased Assets at Closing are free and clear of all Liens other than Permitted Liens. (b) Upon the Closing, the Optionee shall execute and/or deliver or cause to be delivered to the Seller, at the expense to the Optionee: (i) the Assumption Agreement; Cash Component, the Amended and Restated Note marked "cancelled" and the Settlement Amount, if applicable, pursuant to Section 3.7; (ii) any other documentation reasonably requested by the Xxxx Seller to evidence satisfaction of Sale the Seller's obligations under the Amended and Assignment; Restated Credit Agreement and release of any Liens arising thereunder including, without limitation, UCC termination statements, pay-off letters and other appropriate release documentation; (iii) the Contract Assignment; (iv) the Holdback Escrow Bill of Sale, Assignment Agreement; (v) the , IP Assignment Agreement and Lease Assignment; (vi) the New Leases; (vii) the Noncompetition Xxxxgnment Agreement; (viii) the Payoff Letters; (ix) the Patent Assignment; (x) Sellers’ Closing Certificates; (xi) Sellers’ Opinion of Counsel; (xii) Sellers’ Performance Certificates; (xiii) the Trademark Assignment; and (xiv) such other documents as provided , in Article VII hereof or as Buyer shall reasonably request; and (b) In addition to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered, to Sellers, properly executed and each case dated as of the Closing Date: (i) Date and appropriately executed by the Assumption Agreement; (ii) the Xxxx of Sale and Assignment; (iii) Buyer’s Closing Certificate; Optionee; (iv) Buyer’s Opinion a copy of Counselthe charter of the Optionee, certified as of a recent date by the secretary of state of the State of Delaware; and (v) Buyer’s Performance Certificate; (vi) a certificate of good standing of the Contract Assignment; (vii) Optionee, issued as of a recent date by the Holdback Escrow Agreement; (viii) secretary of state of the Lease Assignment; (ix) the New Leases; (x) the Noncompetition Agreement; (xi) the Patent Assignment; (xii) the Trademark Assignment; and (xiii) such other documents as provided in Article VIII hereof or as Sellers shall reasonably requestState of Delaware.

Closing Date Deliveries. At the Closing on the Closing Date: (a) Sellers At the Closing, Seller shall deliver, or cause to be delivered, the following: (i) to Buyer, properly a duly executed counterpart to an assignment and dated as transfer agreement transferring the Interests to Buyer free and clear of all Liens (other than restrictions on transfers under applicable securities laws, if any) in a form that is customary and reasonably acceptable to each Party and consistent with the Closing Date: terms of this Agreement (i) the Assumption “Assignment and Transfer Agreement; ”); (ii) to Buyer, a certificate duly executed and completed by the Xxxx entity that is treated as the owner of Sale and Assignment; the Company for U.S. federal income tax purposes, substantially in the form specified in Treasury Regulations Section 1.1445-2(b)(2)(iv), certifying such entity’s non-foreign status; (iii) to Buyer, a duly executed counterpart to the Contract Assignment; Transition Services Agreement; (iv) to Buyer and the Holdback Escrow Payment Agent, a duly executed counterpart to the Payment Agent Agreement; ; (v) to Buyer, a certificate executed by a duly authorized officer of Seller as to the Lease Assignment; satisfaction of the conditions set forth in Section 7.2(a) and Section 7.2(b); (vi) to Buyer, confirmation in form and substance reasonably acceptable to Buyer that the New Leases; Tail Policy has been purchased in accordance with Section 6.9(b); (vii) to Buyer, letters of resignation from each of the Noncompetition Agreement; Persons set forth on Section 3.2(a)(vii) of the Company Disclosure Schedule, evidencing the resignation of each such Person from all manager or officer positions with respect to the Company; (viii) to Buyer, evidence, in form and substance reasonably satisfactory to Buyer, of the Payoff Lettersrelease of all Liens (other than Permitted Liens) with respect to the Interests and the assets of the Company; provided, however, that to the extent such Liens arise pursuant to the terms of the Debt Agreements, the obligation of Seller to deliver evidence, in form and substance reasonably satisfactory to Buyer, of the release of such Liens thereunder shall be satisfied by Seller delivering to Buyer a copy of a certificate, instrument, document or agreement executed by the Administrative Agent (as defined in the Credit Agreement) or the Collateral Agent (as defined in the Credit Agreement), as applicable, (A) acknowledging the release of the guarantee by the Company of the obligations under the Credit Agreement and the release of all Liens (other than Permitted Liens) with respect to the Interests and the assets of the Company that secure the obligations under the Credit Agreement, (B) agreeing to file, or authorizing the filing of, an applicable UCC termination statement with respect to the Company, and (C) agreeing to execute releases of all filings made by the Administrative Agent or Collateral Agent, as applicable, in the U.S. Patent and Trademark Office with respect to Trademarks owned by the Company and agreeing to file or authorizing the filing of such releases in the U.S. Patent and Trademark Office, in each case of this clause (viii), upon the consummation of the Closing; (ix) to Buyer, evidence, reasonably satisfactory to Buyer, of the Patent Assignment; termination of all Affiliate Agreements in accordance with Section 6.11; (x) Sellers’ Closing Certificates; to Buyer, evidence, reasonably satisfactory to Buyer, of the resignation or termination of the executory authority of each authorized signatory listed on Section 4.21 of the Company Disclosure Schedule; (xi) Sellers’ Opinion to Buyer, duly executed Intellectual Property or Intellectual Property Rights transfer or assignment agreements reasonably satisfactory to Buyer for: (A) the Trademarks that Parent owns as set forth on Section 4.8(a)(i) of Counselthe Company Disclosure Schedule; and (B) the domain names for which Parent is the registered owner as set forth on Section 4.8(a)(ii) of the Company Disclosure Schedule; (xii) Sellers’ Performance Certificates; (xiii) to Buyer, the Trademark Assignment; and (xiv) such other documents as provided in Article VII hereof or as Buyer shall reasonably requestRequired Consents; and (xiii) to Buyer, accurate and complete copies of the Company’s Organizational Documents and, to the extent in the Company’s or Seller’s possession, minute books and records of all meetings and actions taken by written consent of the member of the Company. (b) In addition to At the payments described in Section 2.2Closing, Buyer shall deliver, or cause to be delivered, to Sellers, properly executed and dated as of the Closing Date: following: (i) to the Assumption Payment Agent, the Closing Purchase Price and the Customer #1 Change of Control Payment, for further distribution to Seller on the Closing Date by the Payment Agent in accordance with the Payment Agent Agreement; ; (ii) to Seller, a duly executed counterpart to the Xxxx of Sale Assignment and Assignment; Transfer Agreement; (iii) Buyer’s Closing Certificate; to Seller, a certificate executed by a duly authorized officer of Buyer as to the satisfaction of the conditions set forth in Section 7.3(a) and Section 7.3(b); (iv) Buyer’s Opinion of Counsel; to Seller, a duly executed counterpart to the Transition Services Agreement; (v) Buyer’s Performance Certificateto Seller and the Payment Agent, a duly executed counterpart to the Payment Agent Agreement; and (vi) to Seller, a duly executed bound copy of the Contract Assignment; (vii) the Holdback Escrow Agreement; (viii) the Lease Assignment; (ix) the New Leases; (x) the Noncompetition Agreement; (xi) the Patent Assignment; (xii) the Trademark Assignment; Buyer R&W Insurance Binder and (xiii) such other documents as provided in Article VIII hereof or as Sellers shall reasonably requestform of Buyer R&W Insurance Policy.

Closing Date Deliveries. At (a) Allied's Deliveries to the Closing on Company and Crown. On the Closing Date, ----------------------------------------------- Allied shall deliver to the Company and Crown, duly executed copies, as appropriate, of the following: (ai) Sellers shall delivera Certificate of Incorporation of Allied (certified by the Secretary of State of Delaware, or cause dated within two (2) weeks prior to be delivered, to Buyer, properly executed the Closing) and dated By-Laws of Allied (certified by the Secretary thereof as of the Closing Date: (i) the Assumption Agreement; Closing), (ii) Certificate of Formation of the Xxxx Company (certified by Secretary of Sale and Assignment; State of Delaware dated within two (2) weeks prior to the Closing), (iii) general assignments and warranty bills of sale in a form to be agreed upon by the Contract Assignment; parties prior to the Closing Date executed by Allied transferring the Purchased Assets to the Company, free and clear of all Liens, except the Permitted Exceptions and Bank Lien, (iv) recordable special warranty deeds (recordable quitclaim deed for parcel 22 as identified in Chicago Title Insurance Company Commitment P99320 dated September 22, 1999) in a form to be agreed upon by the Holdback Escrow Agreement; parties prior to the Closing Date to transfer the Owned Real Property to the Company, subject only to the Real Estate Permitted Exceptions, (v) any applicable federal, provincial or local tax clearance certificate from the Lease Assignment; appropriate jurisdiction in which the Purchased Assets are located (including, without limitation, clear realty tax certificates or statements of taxes showing no owing balance from the relevant government agencies), (vi) good standing certificates of Allied and the New Leases; Company each from the Secretary of State of Delaware, dated within two (2) weeks prior to the Closing, (vii) tax, lien and judgment searches, dated within two (2) weeks of Closing, showing no Liens, on any of the Noncompetition Agreement; Purchased Assets or Interests, except for the Existing Liens, all of which will be released at Closing, (viii) a resignation by the Payoff Letters; other officers, directors, managers and other officials of the Company, if any, as may be requested by Crown, (ix) all of the Patent Assignment; documents, instruments and opinions required to be delivered by Allied pursuant to Article 6, (x) Sellers’ Closing Certificates; evidence of release of all Liens on the Purchased Assets and Interests, including, without limitation, the Existing Liens, but excluding the Permitted Exceptions, with respect to only the Purchased Assets, (xi) Sellers’ Opinion evidence of Counsel; payment in full of Allied's indebtedness pursuant to the Great Bend Bonds or the representations, warranties, agreements and documentation described in Section 5.8(B), (xii) Sellers’ Performance Certificates; those tax registration certificates reasonably requested by Crown, (xiii) the Trademark Assignment; and Indemnity Security Agreement, (xiv) such other documents subject to Section 5.9, a lease (the "Manufacturing Lease") for Tracts 1 and 4 in Great Bend, Kansas, as provided in Article VII hereof or as Buyer shall reasonably request; and (b) In addition to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered, to Sellers, properly executed and dated as of the Closing Date: (i) the Assumption Agreement; (ii) the Xxxx of Sale and Assignment; (iii) Buyer’s Closing Certificate; (iv) Buyer’s Opinion of Counsel; (v) Buyer’s Performance Certificate; (vi) the Contract Assignment; (vii) the Holdback Escrow Agreement; (viii) the Lease Assignment; (ix) the New Leases; (x) the Noncompetition Agreement; (xi) the Patent Assignment; (xii) the Trademark Assignment; and (xiii) such other documents as provided in Article VIII hereof or as Sellers shall reasonably request.on Exhibit 1.2

Closing Date Deliveries. At the Closing on the Closing Date(i) The Buyer shall deliver or caused to be delivered: (aA) Sellers to the Seller, the final form of the R&W Insurance Policy, effective as of the Closing; and (B) all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2. (ii) The Seller shall deliver, deliver or cause to be delivered, : (A) to the Buyer, properly executed certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed; (B) the source code for the Shared Custom Software to the Buyer; (C) to the Buyer, the Existing Credit Facility Release; (D) (1) customary “payoff letters” from each obligee of Indebtedness identified on Schedule 2.3(a)(ii)(D)(1), which payoff letters will provide for the full and dated as final release of any and all Encumbrances securing such Indebtedness on the Shares, or the assets of the Closing Date: (i) Company and its Subsidiaries, as applicable, following receipt of the Assumption Agreement; (ii) the Xxxx of Sale and Assignment; (iii) the Contract Assignment; (iv) the Holdback Escrow Agreement; (v) the Lease Assignment; (vi) the New Leases; (vii) the Noncompetition Agreement; (viii) the Payoff Letters; (ix) the Patent Assignment; (x) Sellers’ Closing Certificates; (xi) Sellers’ Opinion of Counsel; (xii) Sellers’ Performance Certificates; (xiii) the Trademark Assignment; amounts set forth in such payoff letters and (xiv2) copies of final invoices from each obligee of unpaid Transaction Expenses listed in the Preliminary Closing Statement acknowledging the invoiced amounts as full and final payment for all services rendered to the Company or its Subsidiaries; provided, however, that any such other documents as provided unpaid Transaction Expenses payable to an Employee shall be paid to the applicable payee promptly following the Closing utilizing the Company’s (or its applicable Subsidiary’s) payroll system on the next regularly scheduled payroll date; (E) to the Buyer, the Employee Agreement, duly executed by the Seller and the Company; (F) to the Buyer the Transition Services Agreement, duly executed by the Seller and the Company; (G) to the Buyer a certificate of non-foreign status in Article accordance with Treasury Regulations Section 1.1445-2(b)(2); provided, that the Buyer’s only remedy for the Seller’s failure to provide such certificate will be to withhold from the payments to be made pursuant to this Agreement any required withholding Tax under Section 1445 of the Code, and the Seller’s failure to provide such certificate will not be deemed a failure of any condition set forth in ARTICLE VII hereof or as Buyer shall reasonably requestto have been met; and (bH) In addition all other documents, instruments or certificates required to be delivered by the Seller at or prior to the payments described in Closing pursuant to Section 2.2, Buyer shall deliver, or cause to be delivered, to Sellers, properly executed and dated as of the Closing Date: (i) the Assumption Agreement; (ii) the Xxxx of Sale and Assignment; (iii) Buyer’s Closing Certificate; (iv) Buyer’s Opinion of Counsel; (v) Buyer’s Performance Certificate; (vi) the Contract Assignment; (vii) the Holdback Escrow Agreement; (viii) the Lease Assignment; (ix) the New Leases; (x) the Noncompetition Agreement; (xi) the Patent Assignment; (xii) the Trademark Assignment; and (xiii) such other documents as provided in Article VIII hereof or as Sellers shall reasonably request7.3.

Closing Date Deliveries. At the Closing on (a) On the Closing Date, the Company, the Shareholders, and the General Partners, as applicable, shall deliver to Buyer the following: (ai) Sellers shall deliverCopy of the Articles of Incorporation of the Company, or cause to be deliveredcertified as of a recent date by the Washington Secretary of State; (ii) Certificate of Existence of the Company as of a recent date issued by the Washington Secretary of State and certificates of qualification as a foreign corporation as of a recent date in those states where the Company is so qualified; (iii) Officer's Certificate of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, properly executed and dated as to (w) no amendments to the Articles of Incorporation of the Closing Date: (i) Company since the Assumption Agreement; (ii) date of the Xxxx certification by the Washington Secretary of Sale and Assignment; (iii) State of the Contract Assignment; (iv) the Holdback Escrow Agreement; (v) the Lease Assignment; (vi) the New Leases; (vii) the Noncompetition Agreement; (viii) the Payoff Letters; (ix) the Patent AssignmentArticles of Incorporation of Company provided pursuant to Section 2.5(a)(i); (x) Sellers’ Closing CertificatesBylaws of the Company; (xiy) Sellers’ Opinion resolutions of Counsel; (xii) Sellers’ Performance Certificates; (xiii) the Trademark AssignmentBoard of Directors of the Company and the Shareholders authorizing the execution and performance of this Agreement and the Transaction contemplated hereby; and (xivz) incumbency and signatures of the officers of the Company executing this Agreement and any agreement executed and delivered in connection herewith; (iv) Stock certificates evidencing the Company Shares being sold to Buyer hereunder, together with duly executed stock assignments in form reasonably appropriate for transfer, and copies of the stock certificates evidencing the Company Shares redeemed by the Company pursuant to Section 8.14 marked cancelled, together with copies of duly executed stock assignments to the Company in respect of such other documents as provided stock certificates; (v) An opinion of Xxxxxxx Xxxxx & Xxxxx LLP, counsel to the Company, in Article VII hereof or as Buyer shall reasonably requestthe form of Exhibit 9.2.3, attached hereto; (vi) The certificates required by Sections 9.2.1 and 9.2.2; (vii) The stock register and minute book of the Company; (viii) Executed letters of resignation from each of the Company's current officers and its sole director; and (ix) A copy of the Escrow Agreement executed by the Shareholders and Escrow Agent, substantially in the form of Exhibit 2.5(a)(ix) hereto (the "Escrow Agreement"). (b) In addition to On the payments described in Section 2.2Closing Date, Buyer shall deliverdeliver the following: (i) To Escrow Agent, or cause that portion of the Initial Purchase Price to be deliveredremitted to Escrow Agent pursuant to Section 2.1, to Sellerseach Shareholder, properly executed the balance of the Initial Purchase Price due to such Shareholder in accordance with Section 2.1, and dated to Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxx, the noncompetition payments contemplated by Section 2.6; (ii) The certificates required by Sections 9.3.1 and 9.3.2. (iii) Copies of Buyer's Certificate of Incorporation, certified as of a recent date by the Delaware Secretary of State; (iv) Certificate of good standing of Buyer issued as of a recent date by the Delaware Secretary of State; (v) Officer's Certificate of Buyer, dated the Closing Date: , in form and substance reasonably satisfactory to the Company, as to (ia) no amendments to the Certificate of Incorporation since the date of the certification by the Delaware Secretary of State of the Certificate of Incorporation of Buyer provided pursuant to Section 2.5(b)(i); (b) the Assumption AgreementBylaws of Buyer; (iic) the Xxxx resolutions of Sale the Board of Directors of Buyer authorizing the execution and Assignmentperformance of this Agreement and the Transaction contemplated hereby; and (iiid) Buyer’s Closing Certificate; (iv) Buyer’s Opinion incumbency and signatures of Counsel; (v) Buyer’s Performance Certificate; the officers of Buyer executing this Agreement and any agreement executed and delivered in connection herewith; (vi) To the Contract AssignmentShareholders, an opinion of counsel to Buyer in substantially the form of Exhibit 9.2.3, attached hereto; and (vii) To the Holdback Shareholders, a copy of the Escrow Agreement; (viii) , executed by the Lease Assignment; (ix) the New Leases; (x) the Noncompetition Agreement; (xi) the Patent Assignment; (xii) the Trademark Assignment; and (xiii) such other documents as provided in Article VIII hereof or as Sellers shall reasonably requestBuyer.