Common use of Closing Payments and Deliveries Clause in Contracts

Closing Payments and Deliveries. (a) Prior to or at Closing, Buyer may designate one or more Buyer Designees to purchase or take transfer, assignment or conveyance of one or more Acquired Assets and/or assume one or more Assumed Liabilities, and Seller hereby agrees to sell, transfer, assign, or convey all such Acquired Assets and Assumed Liabilities to all such Buyer Designees as Buyer may designate. (b) At the Closing, Sellers will deliver to Buyer or each Buyer Designee: (i) one or more duly executed Xxxx of Sale and Assignment and Assumption Agreement substantially in the form of Exhibit B (ii) a duly executed Trademark Assignment Agreement, substantially in the form of Exhibit C (the “Trademark Assignment Agreement”); (iii) a duly executed Domain Name Assignment Agreement, substantially in the form of Exhibit D (the “Domain Name Assignment Agreement”); (iv) the Transition Services Agreement duly executed by Sellers; (v) the Merchandise List; and (vi) such other agreements, certificates, instruments and documents as Buyer or any Buyer Designee may reasonably request. (c) At the Closing, Buyer or each Buyer Designee will deliver to Sellers: (i) the Xxxx of Sale and Assignment and Assumption Agreement duly executed by Buyer or Buyer Designee, as applicable; (ii) the Trademark Assignment Agreement duly executed by Buyer or Buyer Designee, as applicable; (iii) the Domain Name Assignment Agreement duly executed by Buyer or Buyer Designee, as applicable; (iv) the Transition Services Agreement duly executed by Buyer or Buyer Designee, as applicable; and (v) such other agreements, certificates, instruments and documents as Sellers shall reasonably request.

Closing Payments and Deliveries. (a) Prior to or at ClosingOn the Closing Date, Buyer may designate one shall pay: (i) the amount equal to (A) the Closing Date Purchase Price, minus (B) the Escrow Amount and all accrued investment income thereon, which shall be released to Sellers by the Escrow Agent, minus (C) an amount equal to the product of (1) 0.10 multiplied by (2) the lesser of (x) the Estimated Inventory Value and (y) the Target Inventory Value (such product, the “Holdback Amount”) by wire transfer of immediately available funds into an account (or more Buyer Designees accounts) designated in advance by Sellers; and (ii) the Holdback Amount to purchase the Escrow Agent by wire transfer of immediately available funds into an account (or take transferaccounts) designated in advance by the Escrow Agent (such account, assignment or conveyance of one or more Acquired Assets and/or assume one or more Assumed Liabilities, and Seller hereby agrees to sell, transfer, assign, or convey all such Acquired Assets and Assumed Liabilities to all such Buyer Designees as Buyer may designatethe “Holdback Account”). (b) At the Closing, Sellers will deliver to Buyer or each Buyer DesigneeBuyer: (i) one or more a duly executed Xxxx of Sale and substantially in the form of Exhibit C (the “Xxxx of Sale”); (ii) a duly executed Assignment and Assumption Agreement substantially in the form of Exhibit B D (iithe “Assignment and Assumption Agreement”); (iii) a duly executed Copyright Assignment Agreement, substantially in the form of Exhibit E-1, a duly executed Power of Attorney (Copyrights), substantially in the form of Exhibit E-2, a duly executed Trademark Assignment Agreement, substantially in the form of Exhibit C F-1, a duly executed Power of Attorney (Trademarks), substantially in the “Trademark form of Exhibit F-2, a duly executed Patent Assignment Agreement”, substantially in the form of Exhibit G-1, a duly executed Power of Attorney (Patents); (iii) , substantially in the form of Exhibit G-2, and a duly executed Domain Name Assignment Agreement, substantially in the form of Exhibit D H (collectively, the “Domain Name IP Assignment AgreementAgreement and Assumption Agreements”); (iv) a duly executed assignment and assumption of Lease substantially in the Transition Services Agreement form of Exhibit I with respect to each of the Assumed Leases for the Stores (the “Assignment and Assumption of Lease”); (v) a duly executed special warranty deed with respect to each Owned Real Property; (vi) a title affidavit in customary form reasonably required by Buyer’s title insurer sufficient to delete the standard exceptions in form and substance reasonably acceptable to Sellers and such evidence as the title insurer may reasonably require as to the existence of Sellers and the authority of the person or persons executing documents on behalf of Sellers that may be reasonably requested by the title insurer to issue title insurance policies insuring Buyer’s interest in some or all of the Owned Real Properties; provided, however, that (A) the Closing is not conditioned on Buyer obtaining any title insurance and (B) any title insurance policy (including any title endorsements) will be paid by Buyer; (vii) a duly executed certificate from an officer of each Seller to the effect that each of the conditions specified in Section 7.1(a), Section 7.1(b) and Section 7.1(c) is satisfied; (viii) an IRS Form W-9 of each Seller that is a “United States person” within the meaning of section 7701(a)(30) of the IRC; (ix) a non-foreign affidavit from each Seller that is organized in or under the Laws of the United States or any state thereof, dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under Treasury Regulations issued pursuant to section 1445 of the IRC and (x) the Occupancy Agreement, duly executed by Sellers; (v) the Merchandise List; and (vi) such other agreements, certificates, instruments and documents as Buyer or any Buyer Designee may reasonably request. (c) At the Closing, Buyer or each Buyer Designee will deliver to Sellers: Sellers (i) the Xxxx of Sale and duly executed by Buyer; (ii) the Assignment and Assumption Agreement duly executed by Buyer or Buyer Designee, as applicable; (ii) the Trademark Assignment Agreement duly executed by Buyer or Buyer Designee, as applicableBuyer; (iii) each of the Domain Name IP Assignment Agreement and Assumption Agreements duly executed by Buyer or Buyer Designee, as applicableBuyer; (iv) the Transition Services Agreement a duly executed by Buyer or Buyer Designee, as applicableAssignment and Assumption of Lease with respect to each of the Leases for the Stores; and (v) such other agreements, certificates, instruments a duly executed certificate from an officer of Buyer to the effect that each of the conditions specified in Section 7.2(a) and documents as Sellers shall reasonably request.Section 7.2(b) are satisfied;

Closing Payments and Deliveries. (a) Prior to or at ClosingOn the Closing Date, Buyer may designate one or more Buyer Designees shall (i) pay the Estimated Purchase Price (less the Escrow Amount, which shall be released to purchase or take transferSellers by the Escrow Agent and less an amount equal to $37,600,000 (the “Holdback”) to Sellers, assignment or conveyance which shall be paid by wire transfer of one or more Acquired Assets and/or assume one or more Assumed Liabilitiesimmediately available funds into an account designated by Sellers), and Seller hereby agrees (ii) pay the Holdback to sellthe Escrow Agent to be deposited into a segregated account (but not the segregated account holding the Escrow Amount) with the Escrow Agent (such account, transferthe “Holdback Account”), assignwhich Holdback shall be paid by Buyer by wire transfer of immediately available funds; provided, however, that, if the Sale Order includes a customary “clawback” provision relating solely to the Pre-Petition Term Loan Lenders (but any such clawback provision shall not in any manner relate to the DIP Agent or convey all such Acquired Assets DIP Lenders) reasonably acceptable to the Agent and Assumed Liabilities the Pre-Petition Term Loan Lenders, the Holdback shall be reduced to all such Buyer Designees as Buyer may designate$18,300,000. (b) At the Closing, Sellers will deliver to Buyer or each Buyer DesigneeBuyer: (i) one or more a duly executed Xxxx of Sale and substantially in the form of Exhibit A (the “Xxxx of Sale”); (ii) a duly executed Assignment and Assumption Agreement Agreement, substantially in the form of Exhibit B (iithe “Assignment and Assumption Agreement”); (iii) a duly executed Agency Agreement; (iv) a duly executed Copyright Assignment Agreement, substantially in the form of Exhibit C (the “Copyright Assignment Agreement”); (v) a duly executed Trademark Assignment Agreement, substantially in the form of Exhibit C D (the “Trademark Assignment Agreement”); (iiivi) a duly executed Domain Name Assignment Agreement, substantially in the form of Exhibit D E (the “Domain Name Assignment Agreement”); (ivvii) a duly executed certificate from an officer of each Seller to the effect that each of the conditions specified in Section 7.1(a) and Section 7.1(b) is satisfied; (viii) the Transition Services Holdback Escrow Agreement duly executed by Sellers and the Escrow Agent; (ix) a non-foreign affidavit from each Seller that is organized in or under the Laws of the United States or any state thereof, dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under Treasury Regulations issued pursuant to section 1445 of the IRC; (x) the TSA duly executed by Sellers; and (vxi) the Merchandise List; and (vi) such other agreements, certificates, instruments and documents as Buyer or any Buyer Designee may reasonably requestBenefits TSA duly executed by Sellers. (c) At the Closing, Buyer or each Buyer Designee will deliver to Sellers: (i) the Xxxx of Sale and duly executed by Buyer; (ii) the Assignment and Assumption Agreement duly executed by Buyer or Buyer Designee, as applicableBuyer; (iiiii) the Copyright Assignment Agreement duly executed by Buyer; (iv) the Trademark Assignment Agreement duly executed by Buyer or Buyer Designee, as applicableBuyer; (iiiv) the Domain Name Assignment Agreement duly executed by Buyer or Buyer Designee, as applicableBuyer; (ivvi) the Transition Services Agency Agreement duly executed by the Buyer or and the Agent; (vii) a duly executed certificate from an officer of Buyer Designee, as applicableto the effect that each of the conditions specified in Section 7.2(a) and Section 7.2(b) are satisfied; (viii) a duly executed Holdback Escrow Agreement; (ix) the TSA duly executed by Buyer and its Affiliates; and (vx) such other agreements, certificates, instruments and documents as Sellers shall reasonably requestthe Benefits TSA duly executed by Buyer.

Closing Payments and Deliveries. (a) Prior to or at Closing, Buyer may designate one or more Buyer Designees to purchase or take transfer, assignment or conveyance of one or more Acquired Assets and/or assume one or more Assumed Liabilities, and Seller hereby agrees to sell, transfer, assign, or convey all such Acquired Assets and Assumed Liabilities to all such Buyer Designees as Buyer may designate. (b) At the Closing, Sellers will deliver or cause to be delivered to Buyer or each Buyer Designeethe following: (i) one or more a duly executed Xxxx of Sale and substantially in the form of Exhibit B (the “Xxxx of Sale”); (ii) a duly executed Assignment and Assumption Agreement substantially in the form of Exhibit B (ii) a duly executed Trademark Assignment Agreement, substantially in the form of Exhibit C (the “Trademark Assignment and Assumption Agreement”); (iii) a duly executed Domain Name Assignment Agreement, and Assumption of Lease for each of the Assumed Leases substantially in the form of Exhibit D (each a “Lease Assignment and Assumption Agreement” and collectively, the “Domain Name Lease Assignment Agreementand Assumption Agreements”); (iv) the Transition Services Agreement a duly executed by SellersIP Assignment and Assumption Agreement substantially in the form of Exhibit E (the “IP Assignment and Assumption Agreement”); (v) an executed certificate of non-foreign status from each Seller in compliance with Treasury Regulations Section 1.1445-2; (vi) a duly executed certificate from an officer of each Seller to the Merchandise Listeffect that each of the conditions specified in Section 7.2(a) and Section 7.2(b) is satisfied; and (vivii) such other agreementsall keys, certificatespasswords and codes necessary to access the Stores, instruments the Harlem Lot and documents as Buyer or any Buyer Designee may reasonably requestthe PDC, each of which shall be delivered in person at the Closing. (cb) At the Closing, Buyer or each Buyer Designee will deliver or cause to Sellersbe delivered to Sellers the following: 19 (i) the Purchase Price (less the Escrow Amount, which shall be released to Sellers by the Escrow Agent), by wire transfer of immediately available funds, to an account or accounts as directed by Sellers; (ii) the Xxxx of Sale and duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or Buyer Designee, as applicable; (ii) the Trademark Assignment Agreement duly executed by Buyer or Buyer Designee, as applicable; (iii) the Domain Name Assignment Agreement duly executed by Buyer or Buyer Designee, as applicable; (iv) the Transition Services Agreement duly executed by Buyer or Buyer Designee, as applicable; and (v) such other agreements, certificates, instruments and documents as Sellers shall reasonably request.Buyer;

Closing Payments and Deliveries. On the Closing Date: (a) Prior Buyer shall: (i) adjust the amount of Sellers’ outstanding obligations to or at ClosingBuyer (ii) deliver to Sellers a Xxxx of Sale, in a form reasonably acceptable to Buyer may designate one or more Buyer Designees to purchase or take transfer(the “Xxxx of Sale”), assignment or conveyance of one or more duly executed by Buyer, for the Acquired Assets and/or assume one or more Assumed Liabilitiesto be acquired in the Closing; (iii) deliver to Sellers an Assignment and Assumption Agreement, in a form reasonably acceptable to Buyer (the “Assignment and Seller hereby agrees to sellAssumption Agreement”), transferduly executed by Buyer, assign, or convey all such for the Acquired Assets (other than Assumed Leases and Trademarks) and Assumed Liabilities to all such Buyer Designees as Buyer may designate.be acquired in the Closing; (biv) At the Closing, Sellers will deliver to Buyer or each Buyer Designee: (i) one or more duly executed Xxxx of Sale and Sellers an Assignment and Assumption Agreement substantially of Lease, in a form reasonably acceptable to Buyer (the “Lease Assignment Agreement”), duly executed by Buyer, for each Assumed Lease to be assigned and assumed in the form of Exhibit B Closing; (iiv) deliver to Sellers a duly executed Trademark Assignment Agreement, substantially in the a form of Exhibit C reasonably acceptable to Buyer (the “Trademark Assignment Agreement”), duly executed by Buyer, acknowledging the assignment of the Trademarks included in the Acquired Assets to Buyer; and (iiivi) deliver to Sellers a duly executed Domain Name Assignment Agreementcertificate from an officer of Buyer to the effect that each of the conditions specified in Section 7.2(a) and Section 7.2(b) is satisfied. (b) Sellers shall: (i) deliver to Buyer the Xxxx of Sale, substantially in the form of Exhibit D (the “Domain Name Assignment Agreement”); (iv) the Transition Services Agreement duly executed by Sellers; , for the Acquired Assets to be acquired in the Closing; (ii) deliver to Buyer the Assignment and Assumption Agreement, duly executed by Sellers, for the Acquired Assets (other than Assumed Leases and Trademarks) and Assumed Liabilities to be acquired in the Closing; (iii) deliver to Buyer the Lease Assignment Agreement, duly executed by each applicable Seller, for each Assumed Lease to be assigned and assumed in the Closing; (iv) deliver to Buyer the Trademark Assignment Agreement, duly executed by each applicable Seller, effecting the assignment of the Trademarks included in the Acquired Assets to Buyer; (v) deliver to Buyer a duly executed certificate from an officer of each applicable Seller to the Merchandise List; effect that each of the conditions specified in Section 7.1(a) and Section 7.1(b) is satisfied; (vi) deliver to Buyer a duly executed FIRPTA Affidavit from each applicable Seller (or, if such other agreementsSeller is a disregarded entity for U.S. federal income tax purposes, certificates, instruments and documents as Buyer or any Buyer Designee may reasonably request.its regarded owner); and (c) At the Closing, Buyer or each Buyer Designee will deliver to Sellers: (i) the Xxxx of Sale and Assignment and Assumption Agreement duly executed by Buyer or Buyer Designee, as applicable; (ii) the Trademark Assignment Agreement duly executed by Buyer or Buyer Designee, as applicable; (iii) the Domain Name Assignment Agreement duly executed by Buyer or Buyer Designee, as applicable; (iv) the Transition Services Agreement duly executed by Buyer or Buyer Designee, as applicable; and (vvii) such other agreementsseparate documents or instruments of sale, certificates, instruments and documents assignment or transfer as Sellers the Buyer shall reasonably requestrequest to evidence the consummation of the Transaction.

Closing Payments and Deliveries. (a) Prior On the Closing Date: (i) Buyer shall: (A) (1) pay to or at ClosingSeller $14,125,000 (which amount is equal to the Purchase Price, less the Deposit in accordance with Section 2.3(e) and less the credit bid of Buyer’s $500,000 Break-Up Fee and Expense Reimbursement previously awarded to the Buyer may designate one or more under the Bidding Procedures Order) and (2) pay to each counterparty to an Assumed Contract the amount of the applicable Cure Costs; (B) Open and fund the Reserve Account, as required under Section 5.10(a)(v); (C) deliver to Seller a bxxx of sale, in customary form reasonably agreed to among Buyer Designees and Seller prior to purchase or take transferthe Bid Deadline, assignment or conveyance of one or more duly executed by Buyer, for the Acquired Assets and/or assume one or more Assumed Liabilitiesto be acquired in the Closing (the “Bxxx of Sale”); (D) deliver to Seller an assignment and assumption agreement, in customary form reasonably agreed to among Buyer and Seller hereby agrees prior to sellthe Bid Deadline, transferduly executed by Buyer, assign, or convey all such for the Acquired Assets (other than Assumed Leases) and Assumed Liabilities to all such Buyer Designees as Buyer may designate. be acquired in the Closing (b) At the Closing, Sellers will deliver to Buyer or each Buyer Designee: (i) one or more duly executed Xxxx of Sale and “Assignment and Assumption Agreement substantially Agreement”); (E) deliver to Seller an assignment and assumption of lease, in customary form reasonably agreed to among Buyer and Seller prior to the Bid Deadline, duly executed by Buyer, for each Assumed Lease to be assigned and assumed in the form of Exhibit B Closing (ii) each, a duly executed Trademark Assignment Agreement, substantially in the form of Exhibit C (the “Trademark Lease Assignment Agreement”); ; (iiiF) a deliver to Seller an Intellectual Property assignment agreement, in customary form reasonably agreed to among Buyer and Seller prior to the Bid Deadline, duly executed Domain Name Assignment Agreementby Buyer, substantially in acknowledging the form assignment of Exhibit D the Business Intellectual Property to Buyer (the “Domain Name Intellectual Property Assignment Agreement”); ; (ivG) the Transition Services Agreement deliver to Seller a duly executed by Sellers; (vcertificate from an officer of Buyer to the effect that each of the conditions specified in Section 7.2(a) the Merchandise List; and (viSection 7.2(b) such other agreements, certificates, instruments and documents as Buyer or any Buyer Designee may reasonably request.is satisfied; (cH) At deliver to Seller a sales agency agreement, if determined by Buyer to be necessary in connection with the Closing, in customary form designating a third party selected by Buyer or each Buyer Designee will deliver to Sellers: (i) liquidate Acquired Assets at the Xxxx of Sale Closing reasonably agreed to among Buyer, Seller, and Assignment and Assumption Agreement the designated third party prior to the Bid Deadline, duly executed by Buyer or and the designated third party (the “Sales Agency Agreement”); (I) deliver to Seller an agreement among Buyer, Seller, and the other equity holders of Buyer Designeein the form reasonably agreed to among Buyer, as applicable; (ii) Seller, and other equity holders of Buyer that substantially includes the Trademark Assignment Agreement terms set forth in the Equity Term Sheet, duly executed by Buyer or and the other equity holders of Buyer Designee(the “Equity Agreement”); (J) deliver to Seller a transition services agreement, as applicable; (iii) in customary form reasonably agreed to among Buyer and Seller prior to the Domain Name Assignment Agreement Bid Deadline, duly executed by Buyer or Buyer Designee, as applicable; (iv) the “Transition Services Agreement Agreement”); and (ii) Seller shall: (A) deliver to Buyer a Bxxx of Sale, duly executed by Seller, for the Acquired Assets to be acquired in the Closing; (B) deliver to Buyer or an Assignment and Assumption Agreement, duly executed by Seller, for the Acquired Assets (other than Assumed Leases) and Assumed Liabilities to be acquired in the Closing; (C) deliver to Buyer Designeea Lease Assignment Agreement, as applicableduly executed by Seller, for each Assumed Lease to be assigned and assumed in the Closing; (D) deliver to Buyer an Intellectual Property Assignment Agreement, duly executed by Seller, effecting the assignment of the Business Intellectual Property to Buyer; (E) deliver to Buyer a duly executed certificate from an officer of Seller to the effect that each of the conditions specified in Section 7.1(a) and Section 7.1(b) is satisfied; (F) deliver to Buyer a duly executed FIRPTA Affidavit from Seller (or, if such Seller is a disregarded entity for U.S. federal income tax purposes, its regarded owner); (G) deliver to Buyer the Equity Agreement, duly executed by Seller; (H) deliver to Buyer a duly executed Sales Agency Agreement, if determined by Buyer to be necessary in connection with the Closing, duly executed by Seller; and and (vI) such other agreementsdeliver to Buyer a Transition Services Agreement, certificates, instruments and documents as Sellers shall reasonably requestduly executed by Seller.

Closing Payments and Deliveries. (a) Prior to or at At the Closing, Buyer shall pay the Closing Cash Payment (as may designate be adjusted pursuant to Section 2.3(c)) minus the Deposit to Sellers by wire transfer of immediately available funds to an account designated by Sellers no later than one or more Buyer Designees (1) Business Day prior to purchase or take transfer, assignment or conveyance of one or more Acquired Assets and/or assume one or more Assumed Liabilities, and Seller hereby agrees to sell, transfer, assign, or convey all such Acquired Assets and Assumed Liabilities to all such Buyer Designees as Buyer may designatethe Closing Date. (b) At the Closing, Sellers will deliver to Buyer or each Buyer DesigneeBuyer: (i) one or more a duly executed Xxxx of Sale and Assignment and Assumption Agreement substantially in the form of Exhibit B B; (ii) a duly executed Trademark Assignment Agreement, substantially in the form of Exhibit C (the “Trademark Assignment Agreement”); (iii) a duly executed Domain Name Assignment Agreement, substantially in the form of Exhibit D (the “Domain Name Assignment Agreement”); (iv) a duly executed Copyright Assignment Agreement, substantially in the Transition Services Agreement form of Exhibit E (the “Copyright Assignment Agreement”); (v) a duly executed Patent Assignment Agreement, substantially in the form of Exhibit F (the “Patent Assignment Agreement”); (vi) the TSA duly executed by Sellers; (vvii) the Merchandise List; List and (viviii) such other agreements, certificates, instruments and documents as Buyer or any Buyer Designee may shall reasonably request. (c) At the Closing, Buyer or each Buyer Designee will deliver to Sellers: (i) the Xxxx of Sale and Assignment and Assumption Agreement duly executed by Buyer or Buyer Designee, as applicableBuyer; (ii) the Trademark Assignment Agreement duly executed by Buyer or Buyer Designee, as applicableBuyer; (iii) the Domain Name Assignment Agreement duly executed by Buyer or Buyer Designee, as applicableBuyer; (iv) the Transition Services Agreement TSA duly executed by Buyer or Buyer Designee, as applicableBuyer; and (v) such other agreements, certificates, instruments and documents as Sellers shall reasonably request.

Closing Payments and Deliveries. (a) Prior to or at Closing, Buyer may designate one or more Buyer Designees to purchase or take transfer, assignment or conveyance of one or more Acquired Assets and/or assume one or more Assumed Liabilities, and Seller hereby agrees to sell, transfer, assign, or convey all such Acquired Assets and Assumed Liabilities to all such Buyer Designees as Buyer may designate. (b) At the Closing, the Sellers will deliver or cause to be delivered to the Buyer or each Buyer Designee: the following: (i) one or more a duly executed Xxxx of Sale and substantially in the form of Exhibit B (the “Xxxx of Sale”); (ii) a duly executed Assignment and Assumption Agreement substantially in the form of Exhibit B (ii) a duly executed Trademark Assignment Agreement, substantially in the form of Exhibit C (the “Trademark Assignment and Assumption Agreement”); ; (iii) a duly executed Domain Name Assignment Agreement, short form Intellectual Property assignment agreements with respect to the Scheduled Intellectual Property substantially in the form of Exhibit D (the “Domain Name Assignment Short Form IP Assignments”); (iv) a duly executed Transition Services Agreement substantially in the form of Exhibit E (the “Transition Services Agreement”); (v) a duly executed certificate from an officer of the Sellers to the effect that each of the conditions specified in Section 6.02(a) and Section 6.02(b) is satisfied; (vi) joint written instructions to the Escrow Agent to disburse the entirety of the Escrow Funds to Sellers in accordance with this Agreement and the Escrow Agreement; (vii) (A) releases of all Liens of the type set forth on Schedule 2.05(a)(vii); and (B) authorizations to file UCC-3 termination statement releases in all applicable jurisdictions to evidence such releases; (viii) a copy of the Confirmation Order entered by the Bankruptcy Court, which is materially consistent with this Agreement; (ix) such other bills of sale, deeds, endorsements, assignments and other good and sufficient instruments of conveyance and transfer in form reasonably satisfactory to the Parties, as Buyer may reasonably request to vest in the Buyer all the right, title and interest of such Seller in, to or under any or all the Acquired Assets; and (x) the following additional deliverables: (A) to the extent requested by Buyer, duly executed resignations effective as of the Closing Date, of all officers (and solely with respect to such officers, their offices, but not, for the avoidance of doubt, their employment) directors and managers (or persons performing similar functions) of Reorganized RentPath, (B) duly executed copies of the agreements, instruments, certificates and other documents entered into in connection with Section 5.13, and (C) to the extent the Reorganized Equity is required to be certificated, certificates evidencing the issuance of the Reorganized Equity, duly endorsed in blank or accompanied by stock powers duly executed in blank or other duly executed instruments of issuance, conveyance or transfer sufficient to validly transfer title in and to the Reorganized Equity to Buyer. (b) At the Closing, the Buyer will deliver or cause to be delivered to the Company the following: (i) the Purchase Price (less the Escrow Funds), by wire transfer of immediately available funds, to an account or accounts as directed by the Sellers; (ii) the Xxxx of Sale duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Transition Services Agreement duly executed by Sellers; the Buyer; (v) a duly executed certificate from an officer of the Merchandise ListBuyer to the effect that each of the conditions specified in Section 6.03(a) and Section 6.03(b) is satisfied; and and (vi) such other agreements, certificates, instruments joint written instructions to the Escrow Agent to disburse the entirety of the Escrow Funds to the Company in accordance with this Agreement and documents as Buyer or any Buyer Designee may reasonably requestthe Escrow Agreement. (c) At the Closing, Buyer or each Buyer Designee will deliver to Sellers: (i) the Xxxx of Sale and Assignment and Assumption Agreement duly executed by Buyer or Buyer Designee, as applicable; (ii) the Trademark Assignment Agreement duly executed by Buyer or Buyer Designee, as applicable; (iii) the Domain Name Assignment Agreement duly executed by Buyer or Buyer Designee, as applicable; (iv) the Transition Services Agreement duly executed by Buyer or Buyer Designee, as applicable; and (v) such other agreements, certificates, instruments and documents as Sellers shall reasonably request.

Closing Payments and Deliveries. On the Closing Date: (a) Prior SLH shall (and shall cause its Affiliates or Subsidiaries, as applicable, to): (i) deliver to the Company and MOI the Company LLC Agreement, duly executed by SLH; (ii) pay to the Company, by wire transfer of immediately available funds to the account designated by SLH for the Company, an amount equal to the SLH Cash Contribution; (iii) deliver to the Company, or at Closingits Subsidiary designee, Buyer may designate one or more Buyer Designees to purchase Bills of Sale substantially in the form of Exhibit F (the “Bills of Sale”), duly executed by SLH and/or its applicable Affiliates or take transferSubsidiaries, assignment or conveyance of one or more Acquired Assets and/or assume one or more Assumed Liabilities, and Seller hereby agrees to sell, transfer, assign, or convey all such Acquired Assets and Assumed Liabilities to all such Buyer Designees as Buyer may designate.for the SLH Contributed Vessels (excluding the C-Lift Vessels); (biv) At the Closing, Sellers will deliver to Buyer or each Buyer Designee: (i) one or more duly executed Xxxx of Sale and the Company an Assignment and Assumption Agreement substantially in the form of Exhibit B G (ii) a the “Assignment and Assumption Agreement”), duly executed Trademark Assignment Agreementby SLH and/or its applicable Affiliates or Subsidiaries, for the Contributed Assets and Contributed Liabilities, and duly executed assignments of the U.S. trademark registrations and applications included in the SLH Contributed Assets, if any, in a form suitable for recording in the U.S. trademark office, and general assignments of all other Intellectual Property included in the SLH Contributed Assets; (v) deliver to the Company a Contribution Agreement substantially in the form of Exhibit C H (the “Trademark Assignment Contribution Agreement”); , duly executed by SLH, for the SLH Contributed Equity Interests; (iiivi) deliver to the Company the Transition Ship Management Agreement, duly executed by SEACOR Marine; (vii) deliver to the Company the Administrative Services Agreement, duly executed by SEACOR Marine; (viii) deliver to the Company and MOI the Guarantee Fee Agreement, duly executed by SEACOR Parent; (ix) deliver to the Company and MOI, evidence in form and substance reasonably acceptable to MOI, that the SLH Reorganization was duly and fully consummated prior to the Closing; (x) execute and deliver to the Company a certificate, in accordance with Treasury Regulation Section 1.1445-2(b), certifying that SLH is not a foreign person with the meaning of Section 1445 of the IRC; (xi) execute and deliver to the Company and MOI a certificate certifying to the amount of the SLH Eagle/Hawk Indebtedness; (xii) deliver to MOI a duly executed Domain Name Assignment Agreementcertificate from an officer of SLH to the effect that each of the conditions specified in Section 7.2(a) and Section 7.2(b) is satisfied; (xiii) deliver to the Company, or its Subsidiary designee, a License Agreement substantially in the form of Exhibit D I (the “Domain Name Assignment License Agreement”), duly executed by SLH and/or its applicable Affiliates for the Marks with respect to which only a right to use such Xxxx is included in the Contributed Assets; (xiv) deliver to the Company, or its Subsidiary designee, the Sub-Bareboat Charters, duly executed by SEACOR Offshore; and (xv) execute and deliver to the Company, or its Subsidiary designee, all other instruments of conveyance and transfer, in form and substance reasonably acceptable to MOI, as are necessary to convey the SLH Contributed Assets to the Company and otherwise make effective the Transactions. (b) MOI shall (and shall cause its Affiliates or Subsidiaries, as applicable, to): (i) deliver to the Company and SLH the Company LLC Agreement, duly executed by MOI; (ii) deliver to the Company, or its Subsidiary designee, one or more the Bills of Sale, duly executed by MOI and/or its applicable Affiliates or Subsidiaries, for the MOI Contributed Vessels; (iii) deliver to the Company the Assignment and Assumption Agreement, duly executed by MOI and/or its applicable Affiliates or Subsidiaries, for the Contributed Assets and Contributed Liabilities, and duly executed assignments of the U.S. trademark registrations and applications included in the MOI Contributed Assets, if any, in a form suitable for recording in the U.S. trademark office, and general assignments of all other Intellectual Property included in the MOI Contributed Assets; (iv) deliver to the Transition Services Agreement Company the Contribution Agreement, duly executed by Sellers; MOI, for the MOI Contributed Equity Interests; (v) deliver to the Merchandise List; Company and SLH, evidence in form and substance reasonably acceptable to SLH, that the MOI Reorganization was duly and fully consummated prior to the Closing; (vi) execute and deliver to the Company a certificate, in accordance with Treasury Regulation Section 1.1445-2(b), certifying that SLH is not a foreign person with the meaning of Section 1445 of the IRC; (vii) execute and deliver to the Company and SLH a certificate certifying to the amount of the Pre-Petition Facility Indebtedness and the DIP Financing Indebtedness; (viii) deliver to SLH a duly executed certificate from an officer of MOI to the effect that each of the conditions specified in Section 7.1(a) and Section 7.1(b) is satisfied; (ix) deliver to SLH a copy of the Confirmation Order entered by the Bankruptcy Court; (x) deliver to the Company, or its Subsidiary designee, the License Agreement, duly executed by MOI and/or its applicable Affiliates for the Marks with respect to which only a right to use such Xxxx is included in the Contributed Assets, if applicable; (xi) deliver to the Company and SLH (or its applicable Affiliate) the Guarantee Fee Agreement, duly executed by MOI; and (xii) execute and deliver to the Company, or its Subsidiary designee, all other agreementsinstruments of conveyance and transfer, certificatesin form and substance reasonably acceptable to SLH, instruments as are necessary to convey the MOI Contributed Assets to the Company and documents as Buyer or any Buyer Designee may reasonably requestotherwise make effective the Transactions. (c) At the ClosingCompany shall (or shall cause one or more wholly-owned Subsidiaries of the Company, Buyer or each Buyer Designee will deliver to Sellers: as may be designed by the Company, to): (i) pay all Cure Costs necessary to cure all defaults, if any, and to pay all actual or pecuniary losses that have resulted from such defaults under the Xxxx Transferred Contracts; (ii) execute and deliver to SLH and MOI the Company LLC Agreement; (iii) execute and deliver to each of Sale SLH and MOI (or their applicable Affiliates) the applicable Assignment and Assumption Agreement Agreement, for the Contributed Assets and Contributed Liabilities, as applicable; (iv) execute and deliver to each of SLH and MOI the applicable Contribution Agreement, for the MOI Contributed Equity Interests and the SLH Contributed Equity Interests, as applicable; (v) execute and deliver to SLH (or its applicable Affiliate) the Transition Ship Management Agreement; (vi) execute and deliver to SLH (or its applicable Affiliate) the Administrative Services Agreement; (vii) execute and deliver to SLH (or its applicable Affiliates) and MOI the Guarantee Fee Agreement; (viii) execute and deliver to Xxxxxxx Real Estate the Headquarters Lease; (ix) execute and deliver to each of SLH (or its applicable Affiliate) and, if applicable, MOI the applicable License Agreement, for the Marks to which only a right to use such Xxxx is included in the MOI Contributed Assets and the SLH Contributed Assets, as applicable, (x) execute and deliver to SLH (or its applicable Affiliate), the Sub-Bareboat Charters, duly executed by Buyer or Buyer DesigneeSEACOR Offshore; (xi) execute and deliver a counterpart signature page to this Agreement, agreeing to be bound by the terms and conditions of this Agreement that are applicable to the Company, and thereafter the Company shall be deemed a “Party” for purposes of this Agreement as though an original party hereto; and (xii) execute and deliver to any other Party all other instruments of conveyance and transfer, in form and substance reasonably acceptable to such other Party, as applicable; (ii) are necessary to convey the Trademark Assignment Agreement duly executed by Buyer Contributed Assets to the Company, or Buyer Designeeits Subsidiary designee, as applicable; (iii) and otherwise make effective the Domain Name Assignment Agreement duly executed by Buyer or Buyer Designee, as applicable; (iv) the Transition Services Agreement duly executed by Buyer or Buyer Designee, as applicable; and (v) such other agreements, certificates, instruments and documents as Sellers shall reasonably requestTransactions.

Closing Payments and Deliveries. (a) Prior to or at At the Closing, Buyer shall pay the Closing Cash Payment (as may designate be adjusted pursuant to Section 2.3(c)) minus the Deposit to Sellers by wire transfer of immediately available funds to an account designated by Sellers no later than one or more Buyer Designees (1) Business Day prior to purchase or take transfer, assignment or conveyance of one or more Acquired Assets and/or assume one or more Assumed Liabilities, and Seller hereby agrees to sell, transfer, assign, or convey all such Acquired Assets and Assumed Liabilities to all such Buyer Designees as Buyer may designatethe Closing Date. (b) At the Closing, Sellers will deliver to Buyer or each Buyer DesigneeBuyer: (i) one or more a duly executed Xxxx Bxxx of Sale and Assignment and Assumption Agreement substantially in the form of Exhibit B B; (ii) a duly executed Trademark Assignment Agreement, substantially in the form of Exhibit C (the “Trademark Assignment Agreement”); (iii) a duly executed Domain Name Assignment Agreement, substantially in the form of Exhibit D (the “Domain Name Assignment Agreement”); (iv) the Transition Services Agreement TSA duly executed by Sellers; and (v) the Merchandise List; and (vi) such other agreements, certificates, instruments and documents as Buyer or any Buyer Designee may reasonably request. (c) At the Closing, Buyer or each Buyer Designee will deliver to Sellers: (i) the Xxxx Bxxx of Sale and Assignment and Assumption Agreement duly executed by Buyer or Buyer Designee, as applicableBuyer; (ii) the Trademark Assignment Agreement duly executed by Buyer or Buyer Designee, as applicableBuyer; (iii) the Domain Name Assignment Agreement duly executed by Buyer or Buyer Designee, as applicableBuyer; (iv) the Transition Services Agreement TSA duly executed by Buyer or Buyer Designee, as applicableBuyer; and (v) such other agreements, certificates, instruments and documents as Sellers shall reasonably request.

Closing Payments and Deliveries. (a) Prior to or at At the Closing, Buyer may designate shall (i) pay the Purchase Price minus the Deposit to Sellers by wire transfer of immediately available funds to an account designated by Sellers no later than one or more Buyer Designees (1) Business Day prior to purchase or take transfer, assignment or conveyance of one or more Acquired Assets and/or assume one or more Assumed Liabilitiesthe Closing Date, and Seller hereby agrees (ii) pay to sellSellers, transferfor further payment to the Covered Employees entitled thereto, assignthe amount of Sellers’ payroll Liabilities for the payroll period that includes the Closing Date, or convey all such Acquired Assets and Assumed Liabilities to all such Buyer Designees as Buyer may designatein accordance with Schedule 1.1(k). (b) At the Closing, Sellers will deliver to Buyer or each Buyer DesigneeBuyer: (i) one or more a duly executed Xxxx of Sale and substantially in the form of Exhibit A (the “Xxxx of Sale”); (ii) a duly executed Assignment and Assumption Agreement Agreement, substantially in the form of Exhibit B (iithe “Assignment and Assumption Agreement”); (iii) a duly executed Copyright Assignment Agreement, substantially in the form of Exhibit C (the “Copyright Assignment Agreement”); (iv) a duly executed Trademark Assignment Agreement, substantially in the form of Exhibit C D (the “Trademark Assignment Agreement”); (iiiv) a duly executed Domain Name Assignment Agreement, substantially in the form of Exhibit D E (the “Domain Name Assignment Agreement”); (ivvi) a duly executed certificate from an officer of the Company to the effect that each of the conditions specified in Section 7.1(a) and Section 7.1(b); (vii) a duly completed and executed IRS Form W-9 for each Seller; (viii) the Transition Services Agreement TSA duly executed by Sellers; (vix) [the Benefits TSA, duly executed by Seller], (x) the Merchandise List; and (vixi) such other agreements, certificates, instruments evidence satisfactory to Buyer that the Tail Policies have been obtained and documents as Buyer or any Buyer Designee may reasonably requestwill be in full force and effect from and after the Closing. (c) At the Closing, Buyer or each Buyer Designee will deliver to Sellers: (i) the Xxxx of Sale and duly executed by Buyer; (ii) the Assignment and Assumption Agreement duly executed by Buyer or Buyer Designee, as applicableBuyer; (iiiii) the Trademark Copyright Assignment Agreement duly executed by Buyer or Buyer Designee, as applicable; (iii) the Domain Name Assignment Agreement duly executed by Buyer or Buyer Designee, as applicableBuyer; (iv) the Transition Services Agreement duly executed by Buyer or Buyer Designee, as applicable; and (v) such other agreements, certificates, instruments and documents as Sellers shall reasonably request.the

Closing Payments and Deliveries. (a) Prior to or at Closing, Buyer may designate one or more Buyer Designees to purchase or take transfer, assignment or conveyance of one or more Acquired Assets and/or assume one or more Assumed Liabilities, and Seller hereby agrees to sell, transfer, assign, or convey all such Acquired Assets and Assumed Liabilities to all such Buyer Designees as Buyer may designate. (b) At the Closing, the Sellers will deliver or cause to be delivered to the Buyer or each Buyer Designee: the following: (i) one or more a duly executed Xxxx of Sale and substantially in the form of Exhibit B (the “Xxxx of Sale”); (ii) a duly executed Assignment and Assumption Agreement substantially in the form of Exhibit B (ii) a duly executed Trademark Assignment Agreement, substantially in the form of Exhibit C (the “Trademark Assignment and Assumption Agreement”); ; (iii) a duly executed Domain Name Assignment Agreement, short form Intellectual Property assignment agreements with respect to the Scheduled Intellectual Property substantially in the form of Exhibit D (the “Domain Name Assignment AgreementShort Form IP Assignments”); ; (iv) the Transition Services Agreement duly executed by Sellers; [Reserved] (v) a duly executed certificate from an officer of the Merchandise List; Sellers to the effect that each of the conditions specified in Section 6.02(a) and Section 6.02(b) is satisfied; (vi) joint written instructions to the Escrow Agent to disburse the entirety of the Escrow Funds to Sellers in accordance with this Agreement and the Escrow Agreement; (vii) (a) releases of all Liens of the type set forth on Schedule 2.05(a)(vii) and (b) authorizations to file UCC-3 termination statement releases in all applicable jurisdictions to evidence such releases; (viii) a copy of the Confirmation Order entered by the Bankruptcy Court; and (ix) such other bills of sale, deeds, endorsements, assignments and other good and sufficient instruments of conveyance and transfer in form reasonably satisfactory to the Parties, as Buyer may reasonably request to vest in the Buyer all the right, title and interest of such Seller in, to or under any or all the Acquired Assets; and (x) the following additional deliverables: (A) to the extent requested by Buyer, duly executed resignations effective as of the Closing Date, of all officers (and solely with respect to such officers, their offices, but not, for the avoidance of doubt, their employment) directors and managers (or persons performing similar functions) of Reorganized RentPath, (B) duly executed copies of the agreements, certificatesinstruments, certificates and other documents entered into in connection with Section 5.14 and (C) to the extent the Reorganized Equity is required to be certificated, certificates evidencing the issuance of the Reorganized Equity, duly endorsed in blank or accompanied by stock powers duly executed in blank or other duly executed instruments of issuance, conveyance or transfer sufficient to validly transfer title in and documents as Buyer or any Buyer Designee may reasonably requestto the Reorganized Equity to Buyer. (cb) At the Closing, the Buyer or each Buyer Designee will deliver or cause to Sellers: be delivered to the Company the following: (i) the Purchase Price (less the Escrow Funds and less the Holdback Amount), by wire transfer of immediately available funds, to an account or accounts as directed by the Sellers; (ii) the Xxxx of Sale and duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or Buyer Designee, as applicable; (ii) the Trademark Assignment Agreement duly executed by Buyer or Buyer Designee, as applicable; (iii) the Domain Name Assignment Agreement duly executed by Buyer or Buyer Designee, as applicable; Buyer; (iv) the Transition Services Agreement a duly executed by certificate from an officer of the Buyer or Buyer Designee, as applicableto the effect that each of the conditions specified in Section 6.03(a) and Section 6.03(b) are satisfied; and and (v) such other agreements, certificates, instruments joint written instructions to the Escrow Agent to disburse the entirety of the Escrow Funds to the Company in accordance with this Agreement and documents as Sellers shall reasonably requestthe Escrow Agreement.

Closing Payments and Deliveries. Section 2.5 (Closing Payments and Deliveries) is amended as follows: (a) Prior to or at Closing, Buyer may designate one or more Buyer Designees to purchase or take transfer, assignment or conveyance of one or more Acquired Assets and/or assume one or more Assumed Liabilities, Sub-paragraph (b) is hereby deleted in its entirely and Seller hereby agrees to sell, transfer, assign, or convey all such Acquired Assets and Assumed Liabilities to all such Buyer Designees as Buyer may designate.replaced with the following: (bi) At the Closing, Sellers Seller will deliver to Buyer or each Buyer DesigneeBuyer: (i) one or more a duly executed Xxxx of Sale and Assignment and Assumption Agreement substantially in the form of Exhibit B A, (ii) a duly executed Trademark Assignment Agreement, substantially in the form of Exhibit C B (the “Trademark Assignment Agreement”); (iii) a duly executed Domain Name Assignment Agreement, substantially in the form of Exhibit D C (the “Domain Name Assignment Agreement”); (iv) the Transition Services Agreement duly executed by Sellers; (v) the Merchandise List; and (vi) such other agreements, certificates, instruments and documents as Buyer or any Buyer Designee may reasonably request. (c) At the Closing, Buyer or each Buyer Designee will deliver to Sellers: (i) the Xxxx evidence of Sale and Assignment and Assumption Agreement duly executed by Buyer or Buyer Designee, as applicable; (ii) the Trademark Assignment Agreement duly executed by Buyer or Buyer Designee, as applicable; (iii) the Domain Name Assignment Agreement duly executed by Buyer or Buyer Designee, as applicable; (iv) the Transition Services Agreement duly executed by Buyer or Buyer Designee, as applicableISRA Closing Compliance in accordance with Section 6.11(a); and (v) duly executed deeds for the Seller’s Owned Real Property located at 0000 Xxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxx 00000 and at 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxx, Xxx Xxxxxx 00000, and such other agreementsaffidavits of title and other customary real estate conveyance documents. (ii) Following the Closing, certificatesupon the title company of the Buyer issuing its commitment to issue a title policy to the Buyer that is reasonably acceptable to Buyer, instruments the Seller shall deliver to Buyer a duly executed deed for the Maryland Property and such other affidavits of title and other customary real estate conveyance documents as Sellers shall reasonably request(the consummation of such conveyance of the Maryland Property to Buyer, the “Maryland Property Closing”).”