Common use of Closing; Transfer of Possession; Certain Deliveries Clause in Contracts

Closing; Transfer of Possession; Certain Deliveries. (a) The consummation of the Transactions (the “Closing”) shall take place on the second (2nd) Business Day following the satisfaction or waiver of all of the conditions set forth in Article 7 or on such other date as the Parties hereto shall mutually agree. The Closing shall be held by electronic exchange of executed documents (or, if the Parties mutually agree in writing to hold a physical Closing, at the offices of Xxxx Xxxxxx P.C., at 10:00 a.m. prevailing Eastern Time, unless the Parties hereto otherwise agree in writing). The actual date of the Closing, effective 12:00 a.m. prevailing Eastern Time on such date, is herein called the “Closing Date”. (b) At the Closing, Sellers shall deliver to Buyer: (i) for each Seller, an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of such Seller certifying that the conditions set forth in Section 7.1(a), Section 7.1(b), and Section 7.1(c) have been satisfied; (ii) a certificate signed by an authorized officer of each Seller, in form and substance reasonably satisfactory to the Buyer, certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors (or equivalent thereof) of each Seller authorizing the execution, delivery and performance of the Transaction Documents and the Transactions, (ii) that all such resolutions are in full force and effect, and (iii) the names, incumbency and signatures of the officers of each Seller authorized to sign the Transaction Documents to which such Seller is a party; (iii) a duly executed counterpart to the Bill of Sale and Assignment and Assumption Agreement; (iv) a duly executed counterpart to the IP Assignment Agreement; (v) for each Seller, a properly completed and duly executed IRS Form W-9 or W-8, as applicable, (or in the case of any Seller that is a disregarded entity for U.S. federal and income tax purposes, the regarded owner of such Seller of U.S. federal income tax purposes); (vi) a duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (vii) a duly executed release of all Liens and security interests by all lienholders, if any; (viii) a closing statement in a form reasonably satisfactory to Buyer; (ix) a copy of the Sale Order, which shall be a Final Order; and (x) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Buyer, as may be necessary to convey the Acquired Assets to Buyer. (c) At the Closing, Buyer shall deliver to Sellers: (i) payment by wire transfer of immediately available funds to an account set forth by Sellers of an aggregate amount equal to (A) the Cash Purchase Price, plus (B) $500,000 (on account of Cure Costs and Additional Cash Purchase Price, as applicable), minus (C) the Deposit, minus (D) the Deferred Revenue Adjustment Amount. (ii) an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of Buyer certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (iii) a duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (iv) a duly executed counterpart to the Bill of Sale and Assignment and Assumption Agreement; and (v) a duly executed counterpart to the IP Assignment Agreement.

Closing; Transfer of Possession; Certain Deliveries. (a) The consummation of the Transactions transactions contemplated herein (the “Closing”) shall take place on the second (2nd) Business Day following after the satisfaction or waiver of all of the conditions set forth in Article 7 (or the waiver thereof by the Party entitled to waive that condition) or on such other date as the Parties hereto shall mutually agree. The Closing shall be held by electronic exchange of executed documents (or, if the Parties mutually agree in writing to hold a physical Closing, at the offices of Xxxx Xxxxxx P.C.& Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m. prevailing Eastern Timea.m., local time, unless the Parties hereto otherwise agree in writing)agree. The actual date of the Closing, effective 12:00 a.m. prevailing Eastern Time on such date, Closing is herein called the “Closing Date”.” For purposes of this Agreement, from and after the Closing, the Closing shall be deemed to have occurred at 12:01 A.M. on the Closing Date. (b) At the Closing, Sellers shall deliver to Buyer: (i) for each Seller, an officer’s certificate, dated as a certified copy of the Closing Date, executed by a duly authorized officer of such Seller certifying that the conditions set forth in Section 7.1(a), Section 7.1(b), and Section 7.1(c) have been satisfiedSale Order; (ii) a certificate signed by an authorized officer duly executed xxxx of each Sellersale, substantially in the form and substance reasonably satisfactory attached hereto as Exhibit F, transferring the Acquired Assets to the Buyer, certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors (or equivalent thereof) of each Seller authorizing the execution, delivery and performance of the Transaction Documents and the Transactions, (ii) that all such resolutions are in full force and effect, and (iii) the names, incumbency and signatures of the officers of each Seller authorized to sign the Transaction Documents to which such Seller is a party; (iii) a the duly executed counterpart to the Bill of Sale and Assignment and Assumption Agreement; (iv) a the duly executed counterpart to the IP Assignment Adjustment Escrow Agreement; (v) for each Seller, a properly completed and the duly executed IRS Form W-9 or W-8, as applicable, (or in the case of any Seller that is a disregarded entity for U.S. federal and income tax purposes, the regarded owner of such Seller of U.S. federal income tax purposes)Transition Services Agreement; (vi) a duly properly executed counterpart affidavit of each Seller, prepared in accordance with Treasury Regulations section 1.1445-2(b), certifying as to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (vii) a duly executed release of all Liens and security interests by all lienholders, if any; (viii) a closing statement such Seller’s non-foreign status in a form reasonably satisfactory to Sellers and Buyer; (vii) duly executed quitclaim deeds (the “Deeds”) in a form reasonably satisfactory to Sellers and Buyer containing such covenants, if any, as may be required by statute, so as to convey to Buyer fee simple absolute title to the Owned Real Property, free of all title exceptions other than Permitted Liens, all as required by this Agreement. The Deeds shall be in recordable form, duly executed and acknowledged; (viii) duly executed lease assignments in a form reasonably satisfactory to Sellers and Buyer or Sale Order or Orders of the Bankruptcy Court as shall be required to convey to Buyer all of Sellers’ interests in respect of the Leased Real Property. Such lease assignments shall be in recordable form, duly executed and acknowledged; (ix) duly executed assignments in a copy form reasonably satisfactory to Sellers and Buyer or Sale Order or Orders of the Sale Order, which Bankruptcy Court as shall be a Final Order; andrequired to convey to Buyer all of Sellers’ interests in respect of the Entitled Real Property. Such assignments shall be in recordable form, duly executed and acknowledged; (x) the Records to be delivered pursuant to Section 2.1(g), it being understood that any Records located at the Facilities need not be physically delivered, but shall be deemed delivered at the Closing; (xi) all other previously undelivered certificates, agreements and other documents required to be delivered by Sellers at or prior to the Closing in connection with the transactions contemplated by this Agreement and (xii) such other documents, instruments of conveyance and transfer, in form and substance certificates as Buyer may reasonably acceptable to Buyer, as may be necessary to convey the Acquired Assets to Buyerrequest. (c) At the Closing, Buyer shall deliver to Sellers: (i) payment by wire transfer the Purchase Price in accordance with the provisions of immediately available funds to an account set forth by Sellers of an Section 3.3 less the aggregate amount equal of funds in the Deposit Escrow (all of which shall be transferred directly to (A) Sellers by the Cash Purchase Price, plus (B) $500,000 (on account of Cure Costs and Additional Cash Purchase Price, as applicableEscrow Agent), minus (C) the Deposit, minus (D) the Deferred Revenue Adjustment Amount.; (ii) an officer’s certificate, dated as of the Closing Date, duly executed by a duly authorized officer of Buyer certifying that the conditions set forth in Section 7.2(a) Assignment and Section 7.2(b) have been satisfiedAssumption Agreement; (iii) a the duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required)Agreement; (iv) a the duly executed counterpart Adjustment Escrow Agreement; (v) all other previously undelivered certificates, agreements and other documents required to be delivered by Buyer at or prior to the Bill of Sale and Assignment and Assumption Closing in connection with the transactions contemplated by this Agreement; and (vvi) a duly executed counterpart to the IP Assignment Agreementsuch other documents, instruments and certificates as Sellers may reasonably request.

Closing; Transfer of Possession; Certain Deliveries. (a) The consummation of the Transactions (the “Closing”) shall take place on or before the second (2nd) Business Day following after the satisfaction or waiver of all of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or the waiver thereof at the Closing by the Party entitled to waive that condition) or on such other date as the Parties hereto shall mutually agree. The Closing shall be held by electronic exchange of executed documents (or, if the Parties mutually agree in writing parties elect to hold a physical Closing, at the offices of Xxxx Xxxxxx P.C.DLA Piper, at 10:00 a.m. prevailing Eastern Time, unless the Parties hereto otherwise agree in writingagree). The actual date of the Closing, effective 12:00 a.m. 11:59 p.m. prevailing Eastern Time time on such date, is herein called the “Closing Date”. (b) At the Closing, Sellers shall deliver to Buyer: (i) for each Seller, an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of such Seller certifying that the conditions set forth in Section 7.1(a), ) and Section 7.1(b), and Section 7.1(c) have been satisfied; (ii) a certificate signed by an authorized officer of each Seller, in form and substance reasonably satisfactory to the Buyer, certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors (or equivalent thereof) of each Seller authorizing the execution, delivery and performance of the Transaction Documents and the Transactions, (ii) that all such resolutions are in full force and effect, and (iii) the names, incumbency and signatures of the officers of each Seller authorized to sign the Transaction Documents to which such Seller is a party; (iii) a duly executed counterpart to the Bill Xxxx of Sale and Assignment and Assumption Agreement; (iii) the duly executed TSA, as applicable; (iv) a the duly executed counterpart to the IP Assignment AgreementFacility Leases, as applicable; (v) for each Seller, a properly completed and duly executed IRS Form W-9 or W-8, as applicable, (or in the case of if any Seller that is a disregarded entity for U.S. federal and income tax purposes, the its regarded owner of owner) that is a U.S. Person, a duly executed FIRPTA Affidavit from each such Seller of (or, if such Seller is a disregarded entity for U.S. federal income tax purposes, its regarded owner); (vi) a duly executed counterpart certificates of title (with lien releases, where necessary, and signed by Sellers) to the Transition Services Agreement in Owned Vehicles (or arrangements made with the form attached hereto as Exhibit D (if requiredlienholders/lessors for delivery of the titles post-Closing); (vii) a duly executed release of all Liens the required notices, consents, Permits, waivers, authorizations, orders and security interests by all lienholdersother approvals, if any;including Necessary Consents listed on Schedule 4.4; and (viii) a closing statement in a form reasonably satisfactory to Buyer; (ix) a copy of the Sale Order, which shall be a Final Order; and (x) all such other assignments and other instruments of transfer or conveyance and transfer, in form and substance as Buyer may reasonably acceptable to Buyer, request or as may otherwise be necessary to convey evidence and effect sale, assignment, transfer, conveyance and delivery of the Acquired Assets to Buyer and assumption of Assumed Liabilities by Buyer. (c) At the Closing, Buyer shall deliver to Sellers: (i) payment by wire transfer of immediately available funds to an account set forth by Sellers of an aggregate amount equal to (A) the Cash Purchase Price, plus minus (B) $500,000 (on account of Cure Costs and Additional Cash Purchase Price, as applicable), minus (C) the Deposit, minus (D) the Deferred Revenue Adjustment Amount. (ii) an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of Buyer certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (iii) a the duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (iv) a duly executed counterpart to the Bill Xxxx of Sale and Assignment and Assumption Agreement; (iv) the duly executed TSA, as applicable; (v) the duly executed Facility Leases, as applicable; and (vvi) a duly executed counterpart such other assignments and other instruments of transfer or conveyance as Sellers may reasonably request or as may otherwise be necessary to evidence and effect the IP Assignment Agreementsale, assignment, transfer, conveyance and delivery of the Acquired Assets to Buyer and assumption of Assumed Liabilities by Buyer.

Closing; Transfer of Possession; Certain Deliveries. (a) The consummation of the Transactions transactions contemplated herein (the “"Closing”") shall take place on the second (2nd) Business Day following after the satisfaction or waiver of all of the conditions set forth in Article 7 8 (or the waiver thereof by the party entitled to waive that condition) or on such other date as the Parties parties hereto shall mutually agree. The Closing shall be held by electronic exchange of executed documents (or, if the Parties mutually agree in writing to hold a physical Closing, at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxx P.C.(Illinois), at 10:00 a.m. prevailing Eastern Timea.m., local time, unless the Parties parties hereto otherwise agree in writing)agree. The actual date of the Closing, effective 12:00 a.m. prevailing Eastern Time on such date, Closing is herein called the “"Closing Date”." For purposes of this Agreement, from and after the Closing, the Closing shall be deemed to have occurred at 12:01 A.M. on the Closing Date. (b) At the Closing, Sellers shall deliver to Buyer: (i) for each Sellerduly executed bills of sale, an officer’s certificatesubstantially in the form of Exhibit F attached hereto, dated as of transferring the Closing Date, executed by a duly authorized officer of such Seller certifying that the conditions set forth in Section 7.1(a), Section 7.1(b), and Section 7.1(c) have been satisfiedAcquired Assets to Buyer; (ii) a certificate signed by an authorized officer of each Sellerduly executed real property special warranty (or the equivalent) deeds in recordable form, in form and substance reasonably satisfactory acceptable to the Buyer, certifying: (i) that attached thereto are true to effect the sale, transfer, assignment and complete copies of all resolutions adopted by the board of directors (or equivalent thereof) of each Seller authorizing the execution, delivery and performance of the Transaction Documents and the Transactions, (ii) that all such resolutions are in full force and effect, and (iii) the names, incumbency and signatures of the officers of each Seller authorized to sign the Transaction Documents to which such Seller is a partyAcquired Real Property; (iii) a duly executed counterpart to the Bill of Sale and Assignment and Assumption Agreement, duly executed by Sellers; (iv) a duly executed counterpart to the IP Assignment Agreement; (v) for each Seller, a properly completed and duly executed IRS Form W-9 or W-8, as applicable, (or in the case of any Seller that is a disregarded entity for U.S. federal and income tax purposes, the regarded owner of such Seller of U.S. federal income tax purposes); (vi) a duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (vii) a duly executed release of all Liens and security interests by all lienholders, if any; (viii) a closing statement in a form reasonably satisfactory to Buyer; (ix) a copy of the Sale Order, which shall be a Final Order; and (x) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Buyer, as may be are necessary to convey the Acquired Assets to Buyer; and (v) all other previously undelivered certificates, agreements and other documents required to be delivered by Sellers at or prior to the Closing in connection with the transactions contemplated by this Agreement. (c) At the Closing, Buyer shall deliver to Sellersdeliver: (i) payment by wire transfer of immediately available funds to an account set forth by Sellers of an aggregate amount equal to (A) Sellers, the Cash Purchase Price, plus (B) $500,000 (on account less the Indemnity Escrow, in accordance with the provisions of Cure Costs and Additional Cash Purchase Price, as applicable), minus (C) the Deposit, minus (D) the Deferred Revenue Adjustment Amount.Section 3.3; (ii) an officer’s certificateto the Escrow Agent, dated as $25 million in immediately available funds (the "Indemnity Escrow"), to be held for a period of 12 months from the Closing Date and disbursed in accordance with the terms and conditions of the Closing Date, executed by a duly authorized officer of Buyer certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfiedIndemnity Escrow Agreement; (iii) a the Assignment and Assumption Agreement, duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required);by Buyer; and (iv) a duly executed counterpart all other previously undelivered certificates, agreements and other documents required to be delivered by Buyer at or prior to the Bill of Sale and Assignment and Assumption Agreement; and (v) a duly executed counterpart to Closing in connection with the IP Assignment transactions contemplated by this Agreement.

Closing; Transfer of Possession; Certain Deliveries. (a) The consummation of Unless this Agreement shall have been terminated and the Transactions Transaction shall have been abandoned pursuant to Article VIII, the Closing shall take place at 10:00 a.m. (Eastern Standard Time) on a date (the “ClosingClosing Date”) to be mutually agreed upon by the parties, which date shall take place on not be later than the second three (2nd3) Business Day following the satisfaction or waiver of Days after all of the conditions set forth in Article 7 VII (excluding, but subject to the satisfaction or waiver of, conditions that, by their nature, are to be satisfied at the Closing) shall have been satisfied or waived, unless another time or date is agreed to in writing by the parties; provided, that, Buyer and Sellers shall use their commercially reasonable efforts to have the Closing occur on such other date as the Parties hereto shall mutually agreeeither a Thursday or Friday. The Closing shall be held by electronic exchange of executed documents (or, if the Parties mutually agree in writing to hold a physical Closing, at the offices of Xxxx Xxxxxx P.C., at 10:00 a.m. prevailing Eastern Time00 Xxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000, unless otherwise mutually agreed to by the Parties hereto otherwise agree in writing)parties. The actual date Closing shall be effective as of 11:59 p.m. (Eastern Standard Time) on the Closing, effective 12:00 a.m. prevailing Eastern Time on such date, is herein called the “Closing Date”. (b) At the Closing, Sellers shall deliver deliver, or shall cause to Buyerbe delivered, to Buyer the following: (i) for each Seller, an officer’s certificate, dated as A duly executed Xxxx of Sale transferring the Closing Date, executed by a duly authorized officer of such Seller certifying that the conditions set forth in Section 7.1(a), Section 7.1(b), and Section 7.1(c) have been satisfiedPurchased Assets to Buyer; (ii) With respect to (x) any Assumed Contracts (except for Assumed Contracts relating to Leased Real Property), a certificate signed by an authorized officer of each Seller, in form duly executed Assignment and substance reasonably satisfactory to the Buyer, certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors (or equivalent thereof) of each Seller authorizing the execution, delivery and performance of the Transaction Documents and the Transactions, (ii) that all such resolutions are in full force and effectAssumption Agreement, and (iiiy) any Assumed Contracts for Leased Real Property (other than with respect to the namesCanadian Leased Property), incumbency and signatures of the officers of each Seller authorized to sign the Transaction Documents to which such Seller is a party; (iii) a duly executed counterpart to the Bill of Sale and Lease Assignment and Assumption Agreement; (iii) One (1) or more duly executed assignments of the Acquired Intellectual Property, in a form reasonably acceptable to Buyer and Sellers, including, to the extent applicable, (A) a separate Trademark assignment suitable for recording with regard to each jurisdiction and each recordable right or interest, such as each Trademark registration, each application to register a Trademark, or each recorded or recordable license interest; (B) a Copyrights assignment covering unregistered Copyrights and a separate Copyright assignment suitable for recording with regard to each jurisdiction and each recordable right or interest, such as each Copyright registration, each application to register a Copyright, or each recorded or recordable license interest; and (C) a Patent assignment, in a form reasonably acceptable to Buyer and Sellers, duly executed by the Sellers, suitable for recording with regard to each jurisdiction and each recordable right or interest, such as each Patent, each Patent application, or each recorded or recordable license interest; (iv) a Copies of resolutions duly executed counterpart to adopted by the IP Assignment board of directors of each Seller and each Canadian Company authorizing and approving the execution and delivery of this Agreement, and the consummation of the Transaction, certified as true and in full force and effect as of the Closing Date by the appropriate officer of each Seller and each Canadian Company; (v) for A certificate of a duly authorized officer of each Seller, a properly completed Seller and duly executed IRS Form W-9 or W-8, as applicable, (or in the case of any Seller each Canadian Company certifying that is a disregarded entity for U.S. federal each representation and income tax purposes, the regarded owner warranty of such Seller or Canadian Company is true and correct as of U.S. federal income tax purposes)the date hereof and as of the Closing Date, and that each and all of the terms, covenants and agreements to be complied with or performed by such Seller or Canadian Company on or before the Closing Date have been complied with and performed or waived; (vi) a duly executed counterpart Good standing certificates for each Seller and Canadian Company from the appropriate Governmental Entity of the jurisdiction its organization dated not more than five (5) days prior to the Transition Services Agreement in the form attached hereto as Exhibit D (if required)Closing Date; (vii) a The Deposit Trust Account Transition Services Agreement, duly executed release of all Liens and security interests by all lienholders, if anySellers; (viii) A certified copy of the Approval Order and the Canadian Proposal Approval Order; (A) A certification from each Seller reasonably satisfactory to the Buyer which complies with Treasury Regulation Section 1.1445- 2(c)(3), dated as the Closing Date and signed by a closing statement responsible corporate officer of each Seller, that no interest in the company is a “United States real property interest” (as defined in section 897(c)(1) of the Code), and (B) proof reasonably satisfactory to the Buyer that each Seller has provided notice of such certification to the IRS in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2); (x) A duly executed Assignment of Beneficial Interest, in a form satisfactory to the Buyer, with respect to Trust No. 5908 (in relation to Lot "W" and the South 10 feet of Lot "V", Commerce Park, a Planned Business Center, in the town of Merrillville, as per plat thereof, recorded in Plat Book 4, Page 119, in the Office of the Recorder of Lake County, Indiana); (xi) Certificates evidencing the Canadian Shares (as defined in Section 4.17), duly endorsed in blank or accompanied by stock powers duly executed in blank or other duly executed instruments of transfer as required to validly transfer title in and to such Canadian Shares; (xii) The minute books of each of the Canadian Companies, including company seals (if any); (xiii) Certificates of amendment changing the names of certain Sellers in accordance with Section 6.13 of this Agreement; (xiv) Clearance certificates issued by provincial workers compensation boards (such as the Ontario Workplace and Insurance Board), evidencing that the Canadian Companies’ account(s) are in good standing; (xv) A duly executed board resolution terminating any Benefit Plan sponsored by any Seller that is intended to qualify under Section 401 of the Code; (xvi) Counterpart signature to a joint written instruction to the Escrow Agent authorizing the release of the Deposit Escrow to Sellers; (xvii) A direction letter to the beneficiaries of, or such evidence reasonably satisfactory to Buyer, that any residual interest in the Surety Bond Cash Collateral and Letter of Credit Cash Collateral shall be released or delivered to Buyer upon the expiration of the surety bonds or letters of credit, as applicable that such cash collateral secures; (ixxviii) a copy Duly executed resignation letters from (i) each director of the Sale OrderCanadian Companies and (ii) each officer of the Canadian Companies requested by Buyer, which shall be in each case, providing a Final Order; and (x) all other instruments of conveyance and transfer, release to the applicable Canadian Company in form and substance reasonably acceptable to Buyer; (xix) The release, satisfaction and discharge of the security registered in the Personal Property Registries in Canada against the assets of the Canadian Companies pursuant to the Canadian Services Agreement; (xx) Evidence of the wire transfer of the payment to MNP Ltd., the trustee acting in connection with the Canadian Proposals, of all amounts payable under the Canadian Proposal Approval Order; and (xxi) Such other closing instruments, elections and certificates as may be necessary to convey the Acquired Assets to reasonably requested by Buyer. (c) At the Closing, Buyer shall deliver deliver, or shall cause to be delivered to Sellers, the following: (i) payment by wire transfer of immediately available funds to an account set forth by Sellers of an aggregate amount equal With respect to (Ax) the Cash Purchase Price, plus any Assumed Contracts (B) $500,000 (on account of Cure Costs and Additional Cash Purchase Price, as applicableexcept for Assumed Contracts relating to Leased Real Property), minus a duly executed Assignment and Assumption Agreement, and (Cy) Assumed Contracts for Leased Real Property (other than the DepositCanadian Leased Property), minus (D) the Deferred Revenue Adjustment Amount.a duly executed Lease Assignment and Assumption Agreement; (ii) an officer’s certificate, dated as A certificate of the Closing Date, executed by a duly authorized officer of Buyer certifying that each representation and warranty of Buyer is true and correct as of the conditions set forth in Section 7.2(a) date hereof and Section 7.2(b) as of the Closing Date, and that each and all of the terms, covenants and agreements to be complied with or performed by Buyer on or before the Closing Date have been satisfiedcomplied with and performed or waived; (iii) a duly executed counterpart Good standing certificate for Buyer from the appropriate Governmental Entity of the jurisdiction of its organization dated not more than five (5) days prior to the Transition Services Agreement in the form attached hereto as Exhibit D (if required)Closing Date; (iv) a The Deposit Trust Account Transition Services Agreement, duly executed counterpart by Buyer; (v) Counterpart signature to a joint written instruction to the Bill Escrow Agent authorizing the release of Sale and Assignment and Assumption the Deposit Escrow to Sellers; (vi) Counterpart signature to the Beta Finance Receivables Servicing Agreement; and (vvii) a duly executed counterpart to the IP Assignment AgreementSuch other closing instruments, elections and certificates as may be reasonably requested by Sellers.

Closing; Transfer of Possession; Certain Deliveries. (a) The consummation of the Transactions transactions contemplated herein (the “"Closing”") shall take place on or before eleven (11) calendar days after entry of the second (2nd) Business Day following the satisfaction or waiver of Sale Order, provided that all of the conditions set forth in Article 7 Section 7.1 hereof have been satisfied or waived by Buyer, or on such other date as the Parties parties hereto shall mutually agree. The Closing shall be held by electronic exchange of executed documents (or, if the Parties mutually agree in writing to hold a physical Closing, at the offices of Xxxx Lowenstein Sandler PC, 65 Livingston Avenue, Roselxxx, Xxx Xxxxxx P.C.xx 10:00 x.x., at 10:00 a.m. prevailing Eastern Timexxxxx xxxx, unless the Parties xxxxxx xxx parties hereto otherwise agree in writing)agree. The actual date of the Closing, effective 12:00 a.m. prevailing Eastern Time on such date, Closing is herein called the “"Closing Date”." For purposes of this Agreement, from and after the Closing, the Closing shall be deemed to have occurred at 12:01 A.M. on the Closing Date. (b) At the Closing, Sellers Seller shall deliver to Buyer: (i) for each Sellerduly executed bills of sale, an officer’s certificatein the form provided by Buyer, dated as of transferring the Closing Date, executed by a duly authorized officer of such Seller certifying that the conditions set forth in Section 7.1(a), Section 7.1(b), and Section 7.1(c) have been satisfiedPurchased Assets to Buyer; (ii) a certificate signed by an authorized officer of each Seller, in form and substance reasonably satisfactory to the Buyer, certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors (or equivalent thereof) of each Seller authorizing the execution, delivery and performance of the Transaction Documents and the Transactions, (ii) that all such resolutions are in full force and effect, and (iii) the names, incumbency and signatures of the officers of each Seller authorized to sign the Transaction Documents to which such Seller is a party; (iii) a duly executed counterpart to the Bill of Sale and Assignment and Assumption Agreement; (iv) a of Assumed Agreements duly executed counterpart to the IP Assignment Agreement; (v) for each Seller, a properly completed and duly executed IRS Form W-9 or W-8, as applicable, (or in the case of any by Seller that is a disregarded entity for U.S. federal and income tax purposes, the regarded owner of such Seller of U.S. federal income tax purposes); (vi) a duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D C (if requiredthe "Assignment of Agreements"); (vii) a duly executed release of all Liens and security interests by all lienholders, if any; (viii) a closing statement in a form reasonably satisfactory to Buyer; (ix) a copy of the Sale Order, which shall be a Final Order; and (xiii) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to provided by Buyer, as may be are necessary to convey the Acquired Purchased Assets to Buyer, including an assignment of all Patents, Patent Applications and Trademarks in to be recorded in the U.S. Patent and Trademark Office in the form attached hereto as Exhibit F (the "Patent Assignment") and such other instruments of conveyance and transfer as are necessary or desirable for transferring Seller's rights in the Intellectual Property in any foreign jurisdictions, including all jurisdictions referenced on Schedule 4.6; and (iv) evidence satisfactory to Buyer that the Cure Amount has been or will be paid by Seller. (c) At the Closing, Buyer shall deliver to SellersSeller: (i) payment by wire transfer of immediately available funds to an account set forth by Sellers of an aggregate amount equal to (A) the Cash Purchase Price, plus (B) $500,000 (on account of Cure Costs and Additional Cash Purchase Price, as applicable), minus (C) the Deposit, minus (D) the Deferred Revenue Adjustment Amount.; and (ii) an officer’s certificate, dated as Assignment of the Closing Date, Agreements duly executed by a duly authorized officer of Buyer certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (iii) a duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (iv) a duly executed counterpart to the Bill of Sale and Assignment and Assumption Agreement; and (v) a duly executed counterpart to the IP Assignment AgreementBuyer.

Closing; Transfer of Possession; Certain Deliveries. (a) The consummation of the Transactions transactions contemplated herein (the “"Closing”") shall take place on or before eleven (11) calendar days after entry of the second (2nd) Business Day following the satisfaction or waiver of Sale Order, provided that all of the conditions set forth in Article 7 Section 7.1 hereof have been satisfied or waived by Buyer, or on such other date as the Parties parties hereto shall mutually agree. The Closing shall be held by electronic exchange of executed documents (or, if the Parties mutually agree in writing to hold a physical Closing, at the offices of Xxxx Lowenstein Sandler PC, 65 Lxxxxxxxxx Xxxxxx, Rosexxxx, Xxx Xxxxxx P.C., at 10:00 a.m. prevailing Eastern Timea.m., local time, unless the Parties parties hereto otherwise agree in writing)agree. The actual date of the Closing, effective 12:00 a.m. prevailing Eastern Time on such date, Closing is herein called the “"Closing Date”." For purposes of this Agreement, from and after the Closing, the Closing shall be deemed to have occurred at 12:01 A.M. on the Closing Date. (b) At the Closing, Sellers Seller shall deliver to Buyer: (i) for each Sellerduly executed bills of sale, an officer’s certificatein the form provided by Buyer, dated as of transferring the Closing Date, executed by a duly authorized officer of such Seller certifying that the conditions set forth in Section 7.1(a), Section 7.1(b), and Section 7.1(c) have been satisfiedPurchased Assets to Buyer; (ii) a certificate signed by an authorized officer of each Seller, in form and substance reasonably satisfactory to the Buyer, certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors (or equivalent thereof) of each Seller authorizing the execution, delivery and performance of the Transaction Documents and the Transactions, (ii) that all such resolutions are in full force and effect, and (iii) the names, incumbency and signatures of the officers of each Seller authorized to sign the Transaction Documents to which such Seller is a party; (iii) a duly executed counterpart to the Bill of Sale and Assignment and Assumption Agreement; (iv) a of Assumed Agreements duly executed counterpart to the IP Assignment Agreement; (v) for each Seller, a properly completed and duly executed IRS Form W-9 or W-8, as applicable, (or in the case of any by Seller that is a disregarded entity for U.S. federal and income tax purposes, the regarded owner of such Seller of U.S. federal income tax purposes); (vi) a duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D C (if requiredthe "Assignment of Agreements"); (vii) a duly executed release of all Liens and security interests by all lienholders, if any; (viii) a closing statement in a form reasonably satisfactory to Buyer; (ix) a copy of the Sale Order, which shall be a Final Order; and (xiii) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to provided by Buyer, as may be are necessary to convey the Acquired Purchased Assets to Buyer, including an assignment of all Patents, Patent Applications and Trademarks in to be recorded in the U.S. Patent and Trademark Office in the form attached hereto as Exhibit F (the "Patent Assignment") and such other instruments of conveyance and transfer as are necessary or desirable for transferring Seller's rights in the Intellectual Property in any foreign jurisdictions, including all jurisdictions referenced on Schedule 4.6; and (iv) evidence satisfactory to Buyer that the Cure Amount has been or will be paid by Seller. (c) At the Closing, Buyer shall deliver to SellersSeller: (i) payment by wire transfer of immediately available funds to an account set forth by Sellers of an aggregate amount equal to (A) the Cash Purchase Price, plus (B) $500,000 (on account of Cure Costs and Additional Cash Purchase Price, as applicable), minus (C) the Deposit, minus (D) the Deferred Revenue Adjustment Amount.; and (ii) an officer’s certificate, dated as Assignment of the Closing Date, Agreements duly executed by a duly authorized officer of Buyer certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (iii) a duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (iv) a duly executed counterpart to the Bill of Sale and Assignment and Assumption Agreement; and (v) a duly executed counterpart to the IP Assignment AgreementBuyer.

Closing; Transfer of Possession; Certain Deliveries. (a) The consummation of the Transactions transactions contemplated herein (the “"Closing”") shall take place on the second (2nd) Business Day following after the satisfaction or waiver of all of the conditions set forth in Article 7 8 (or the waiver thereof by the party entitled to waive that condition) or on such other date as the Parties parties hereto shall mutually agree. The Closing shall be held by electronic exchange of executed documents (or, if the Parties mutually agree in writing to hold a physical Closing, at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxx P.C.(Illinois), at 10:00 a.m. prevailing Eastern Timea.m., local time, unless the Parties parties hereto otherwise agree in writing)agree. The actual date of the Closing, effective 12:00 a.m. prevailing Eastern Time on such date, Closing is herein called the “"Closing Date”." For purposes of this Agreement, from and after the Closing, the Closing shall be deemed to have occurred at 12:01 A.M. on the Closing Date. (b) At the Closing, Sellers shall deliver to Buyer: (i) for each Sellerduly executed bills of sale, an officer’s certificatesubstantially in the form of Exhibit G attached hereto, dated as of transferring the Closing Date, executed by a duly authorized officer of such Seller certifying that the conditions set forth in Section 7.1(a), Section 7.1(b), and Section 7.1(c) have been satisfiedAcquired Assets to Buyer; (ii) a certificate signed by an authorized officer of each Sellerduly executed real property special warranty (or the equivalent) deeds in recordable form, in form and substance reasonably satisfactory acceptable to the Buyer, certifying: (i) that attached thereto are true to effect the sale, transfer, assignment and complete copies of all resolutions adopted by the board of directors (or equivalent thereof) of each Seller authorizing the execution, delivery and performance of the Transaction Documents and the Transactions, (ii) that all such resolutions are in full force and effect, and (iii) the names, incumbency and signatures of the officers of each Seller authorized to sign the Transaction Documents to which such Seller is a partyAcquired Real Property; (iii) a duly executed counterpart to the Bill of Sale and Assignment and Assumption Agreement, duly executed by Sellers; (iv) a duly executed counterpart to the IP Assignment Agreement; (v) for each Seller, a properly completed and duly executed IRS Form W-9 or W-8, as applicable, (or in the case of any Seller that is a disregarded entity for U.S. federal and income tax purposes, the regarded owner of such Seller of U.S. federal income tax purposes); (vi) a duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (vii) a duly executed release of all Liens and security interests by all lienholders, if any; (viii) a closing statement in a form reasonably satisfactory to Buyer; (ix) a copy of the Sale Order, which shall be a Final Order; and (x) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Buyer, as may be are necessary to convey the Acquired Assets to Buyer; and (v) all other previously undelivered certificates, agreements and other documents required to be delivered by Sellers at or prior to the Closing in connection with the transactions contemplated by this Agreement. (c) At the Closing, Buyer shall deliver to Sellersdeliver: (i) payment by wire transfer of immediately available funds to an account set forth by Sellers of an aggregate amount equal to (A) Sellers, the Cash Purchase Price, plus (B) $500,000 (on account less the Indemnity Escrow, in accordance with the provisions of Cure Costs and Additional Cash Purchase Price, as applicable), minus (C) the Deposit, minus (D) the Deferred Revenue Adjustment Amount.Section 3.3; (ii) an officer’s certificateto the Escrow Agent, dated as $25 million in cash (the "Indemnity Escrow"), to be held for a period of 12 months from the Closing Date and disbursed in accordance with the terms and conditions of the Closing Date, executed by a duly authorized officer of Buyer certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfiedIndemnity Escrow Agreement; (iii) a the Assignment and Assumption Agreement, duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required);by Buyer; and (iv) a duly executed counterpart all other previously undelivered certificates, agreements and other documents required to be delivered by Buyer at or prior to the Bill of Sale and Assignment and Assumption Agreement; and (v) a duly executed counterpart to Closing in connection with the IP Assignment transactions contemplated by this Agreement.

Closing; Transfer of Possession; Certain Deliveries. (a) The consummation of the Transactions (the “Closing”) shall take place on the second (2nd) Business Day following after the satisfaction or waiver of all of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or the waiver thereof at the Closing by the Party entitled to waive that condition) or on such other date as the Parties hereto shall mutually agree. The Closing shall be held by electronic exchange of executed documents (or, if the Parties mutually agree in writing parties elect to hold a physical Closing, at the offices of Xxxx Xxxxxx P.C.DLA Piper, at 10:00 a.m. prevailing Eastern Time, unless the Parties hereto otherwise agree in writing)agree. The actual date of the Closing, effective 12:00 a.m. prevailing Eastern Time on such date, Closing is herein called the “Closing Date”. (b) At the Closing, Sellers shall deliver to Buyer: (i) for each Seller, an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of such Seller certifying that the conditions set forth in Section 7.1(a), Section 7.1(b), 8.1(a) and Section 7.1(c8.1(b) have been satisfied; (ii) a certificate signed by an authorized officer duly executed xxxx of each Sellersale, in a form and substance reasonably satisfactory mutually agreed to the Buyer, certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors (or equivalent thereof) of each Seller authorizing Parties, transferring the execution, delivery and performance of the Transaction Documents and the Transactions, (ii) that all such resolutions are in full force and effect, and (iii) the names, incumbency and signatures of the officers of each Seller authorized Acquired Assets to sign the Transaction Documents to which such Seller is a partyBuyer; (iii) a the duly executed counterpart to the Bill of Sale and Assignment and Assumption Agreement; (iv) a duly executed counterpart to the IP Assignment Agreement; (v) for each Seller, a properly completed and duly executed IRS Form W-9 or W-8, as applicable, (or in the case of if any Seller that is a disregarded entity for U.S. federal and income tax purposes, the its regarded owner of owner) that is a U.S. Person, a duly executed FIRPTA Affidavit from each such Seller of (or, if such Seller is a disregarded entity for U.S. federal income tax purposes, its regarded owner); (v) duly executed lease assignments in a form reasonably satisfactory to Sellers and Buyer, or Sale Order(s) of the Bankruptcy Court, as shall be required to convey to Buyer all of Sellers’ interests in respect of the Leased Real Property, which lease assignments shall be in recordable form, duly executed and acknowledged; (vi) a Written Instruction (as defined in the Escrow Agreement) instructing the Escrow Agent that the Closing is occurring and that Escrow Agent shall immediately pay the Deposit to Sellers (as provided in the Escrow Agreement), duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required);by Sellers’ Representative; and (vii) a duly executed release copies of all Liens the consents, approvals and security interests by all lienholders, if any;waivers set forth on Schedule 3.1(b)(vii); and (viii) a closing statement in a form reasonably satisfactory to Buyer; (ix) a copy of the Sale Order, which shall be a Final Order; and (x) all such other assignments and other instruments of transfer or conveyance and transfer, in form and substance as Buyer may reasonably acceptable to Buyer, request or as may otherwise be necessary to convey evidence and effect sale, assignment, transfer, conveyance and delivery of the Acquired Assets to Buyer and assumption of Assumed Liabilities by Buyer. (c) At the Closing, Buyer shall deliver to Sellers: (i) payment by wire transfer of immediately available funds to an account set forth by Sellers of an aggregate amount equal to (A) the Cash Purchase Price, plus minus (B) $500,000 (on account of Cure Costs and Additional Cash Purchase Price, as applicable), minus (C) the Deposit, minus (D) the Deferred Revenue Adjustment Amount.; (ii) an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of Buyer certifying that the conditions set forth in Section 7.2(a8.2(a) and Section 7.2(b8.2(b) have been satisfied; (iii) a the duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (iv) a duly executed counterpart to the Bill of Sale and Assignment and Assumption Agreement; and (viv) a duly executed counterpart such other assignments and other instruments of transfer or conveyance as Sellers may reasonably request or as may otherwise be necessary to evidence and effect the IP Assignment Agreementsale, assignment, transfer, conveyance and delivery of the Acquired Assets to Buyer and assumption of Assumed Liabilities by Buyer.

Closing; Transfer of Possession; Certain Deliveries. (a) The consummation of the Transactions (the “Closing”) shall take place on the second (2nd) Business Day following the satisfaction or waiver of all of the conditions set forth in Article 7 or on such other date as the Parties hereto shall mutually agree. The Closing shall be held by electronic exchange of executed documents (or, if the Parties mutually agree in writing to hold a physical Closing, at the offices of Xxxx Xxxxxx P.C.DLA Piper LLP (US), at 10:00 a.m. prevailing Eastern Time, unless the Parties hereto otherwise agree in writing). The actual date of the Closing, effective 12:00 a.m. prevailing Eastern Time time on such date, is herein called the “Closing Date”. (b) At the Closing, Sellers shall deliver to Buyer: (i) for each Seller, an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of such Seller certifying that the conditions set forth in Section 7.1(a), Section 7.1(b), and Section 7.1(c) have been satisfied; (ii) a certificate signed by an authorized officer of each Seller, in form and substance reasonably satisfactory to the Buyer, certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors (or equivalent thereof) of each Seller authorizing the execution, delivery and performance of the Transaction Documents and the Transactions, (ii) that all such resolutions are in full force and effect, and (iii) the names, incumbency and signatures of the officers of each Seller authorized to sign the Transaction Documents to which such Seller is a party; (iii) a duly executed counterpart to the Bill of Sale and Assignment and Assumption Agreement; (iv) a duly executed counterpart to the IP Assignment Agreement; (v) for each Seller, a properly completed and duly executed IRS Form W-9 or W-8, as applicable, (or in the case of any Seller that is a disregarded entity for U.S. federal and income tax purposes, the regarded owner of such Seller of U.S. federal income tax purposes); (vi) a duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (vii) a duly executed release of all Liens and security interests by all lienholders, if any; (viii) a closing statement in a form reasonably satisfactory to Buyer; (ix) a certified copy of the Sale Order, which shall be a Final Order; and (xvii) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Buyer, as may be necessary to convey the Acquired Assets to Buyer. (c) At the Closing, Buyer shall deliver to Sellers: (i) payment by wire transfer of immediately available funds to an account set forth by Sellers of an aggregate amount equal to (A) the Cash Purchase Price, plus minus (B) $500,000 (on account of Cure Costs and Additional Cash Purchase Price, as applicable), minus (C) the Deposit, minus (D) the Deferred Revenue Adjustment Amount. (ii) an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of Buyer certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (iii) a duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (iv) a duly executed counterpart to the Bill of Sale and Assignment and Assumption Agreement; and (viv) a duly executed counterpart to the IP Assignment Agreement.

Closing; Transfer of Possession; Certain Deliveries. (a) The consummation of the Transactions (the “Closing”) shall take place on the second (2nd) Business Day following June 25, 2020, assuming the satisfaction or waiver of all of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or the waiver thereof at the Closing by the Party entitled to waive that condition) or on such other date as the Parties hereto shall mutually agree; provided that, if such conditions have been satisfied or waived on June 25, 2020 (or such later date on which such conditions are satisfied or waived), but Buyer nevertheless fails to consummate the Transactions on such date, then the Purchase Price shall be increased by Two Hundred Fifty Thousand Dollars ($250,000) for each additional day after such date that the Closing shall occur. The Closing shall be held by electronic exchange of executed documents (or, if the Parties mutually agree in writing parties elect to hold a physical Closing, at the offices of Xxxx Xxxxxx P.C.DLA Piper, at 10:00 a.m. prevailing Eastern Time, unless the Parties hereto otherwise agree in writingagree). The actual date of the Closing, effective 12:00 a.m. 11:59 p.m. prevailing Eastern Time time on such date, is herein called the “Closing Date”. (b) At the Closing, Sellers shall deliver to Buyer: (i) for each Seller, an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of such Seller certifying that the conditions set forth in Section 7.1(a), ) and Section 7.1(b), and Section 7.1(c) have been satisfied; (ii) a certificate signed by an authorized officer of each Seller, in form and substance reasonably satisfactory to the Buyer, certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors (or equivalent thereof) of each Seller authorizing the execution, delivery and performance of the Transaction Documents and the Transactions, (ii) that all such resolutions are in full force and effect, and (iii) the names, incumbency and signatures of the officers of each Seller authorized to sign the Transaction Documents to which such Seller is a party; (iii) a duly executed counterpart to the Bill Xxxx of Sale and Assignment and Assumption Agreement; (iii) the duly executed TSA, as applicable; (iv) a the duly executed counterpart to the IP Assignment AgreementFacility Leases, as applicable; (v) for each Seller, a properly completed and duly executed IRS Form W-9 or W-8, as applicable, Seller (or in the case of if any Seller that is a disregarded entity for U.S. federal and income tax purposes, the its regarded owner of owner) that is a U.S. Person, a duly executed FIRPTA Affidavit from each such Seller of (or, if such Seller is a disregarded entity for U.S. federal income tax purposes, its regarded owner); (vi) a Written Instruction (as defined in the Escrow Agreement) instructing the Escrow Agent that the Closing is occurring and that Escrow Agent shall immediately pay the Deposit to Sellers (as provided in the Escrow Agreement), duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required);by Sellers’ Representative; and (vii) a duly executed release of all Liens such other assignments and security interests by all lienholders, if any; (viii) a closing statement in a form reasonably satisfactory to Buyer; (ix) a copy of the Sale Order, which shall be a Final Order; and (x) all other instruments of transfer or conveyance and transfer, in form and substance as Buyer may reasonably acceptable to Buyer, request or as may otherwise be necessary to convey evidence and effect sale, assignment, transfer, conveyance and delivery of the Acquired Assets to Buyer and assumption of Assumed Liabilities by Buyer. At Closing, the Acquired Assets shall be transferred and conveyed to Buyer (or another Subsidiary of Buyer designated by Buyer in writing to Sellers prior to Closing). Such designated Buyer entity shall also assume the Assumed Liabilities. (c) At the Closing, Buyer shall deliver to Sellers: (i) payment by wire transfer of immediately available funds to an account set forth by Sellers of an aggregate amount equal to (A) the Cash Purchase Price, plus (B) $500,000 (on account Price minus the amount of Cure Costs and Additional Cash Purchase Price, as applicable), minus (C) the Deposit. At Closing, minus (D) the Deferred Revenue Adjustment Amount.Deposit shall be released by the Escrow Agent to Sellers in accordance with the terms of the Escrow Agreement, and such funds shall be treated as partial payment of Purchase Price by Buyer and credited against the amount payable by Buyer pursuant to this provision; (ii) an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of Buyer certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (iii) a the duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (iv) a duly executed counterpart to the Bill Xxxx of Sale and Assignment and Assumption Agreement; (iv) the duly executed TSA, as applicable; (v) the duly executed Facility Leases, as applicable; and (vvi) a duly executed counterpart such other assignments and other instruments of transfer or conveyance as Sellers may reasonably request or as may otherwise be necessary to evidence and effect the IP Assignment Agreementsale, assignment, transfer, conveyance and delivery of the Acquired Assets to Buyer and assumption of Assumed Liabilities by Buyer.

Closing; Transfer of Possession; Certain Deliveries. (a) The Subject to the terms and conditions of this Agreement, the consummation of the Transactions (the “Closing”) shall take place on or before the second (2nd) Business Day following after the satisfaction or waiver of all of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or the waiver thereof at the Closing by the Party entitled to waive that condition) or on such other date as the Parties hereto shall mutually agree. The Closing shall be held by electronic exchange of executed documents (or, if the Parties mutually agree in writing parties elect to hold a physical Closing, at the offices of Xxxx Xxxxxx P.C.DLA Piper LLP (US), at 10:00 a.m. prevailing Eastern Time, unless the Parties hereto otherwise agree in writingagree). The actual date of the Closing, effective 12:00 a.m. prevailing Eastern Time on such date, is herein called the “Closing Date”. (b) At the Closing, Sellers shall deliver to Buyer: (i) for each Seller, an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of such Seller certifying that the conditions set forth in Section 7.1(a), ) and Section 7.1(b), and Section 7.1(c) have been satisfied; (ii) a certificate signed by an authorized officer of each Seller, in form and substance reasonably satisfactory to the Buyer, certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors (or equivalent thereof) of each Seller authorizing the execution, delivery and performance of the Transaction Documents and the Transactions, (ii) that all such resolutions are in full force and effect, and (iii) the names, incumbency and signatures of the officers of each Seller authorized to sign the Transaction Documents to which such Seller is a party; (iii) a duly executed counterpart to the Bill Bxxx of Sale and Assignment and Assumption Agreement and Assignment of Intellectual Property in substantially the forms attached hereto as Exhibit B and Exhibit C, respectively; (iii) the duly executed Transition Services Agreement, which, subject to any requirements of any Governmental Entity, shall be in substantially the form attached hereto as Exhibit D, (the “Transition Services Agreement”); (iv) a duly executed counterpart to the IP Assignment AgreementW-9 form for each Seller; (v) all consents, orders, and approvals of the Bankruptcy Court related to the Transactions, including a certified copy of the Sale Order; (vi) copies of the resolutions of the governing bodies of the Sellers authorizing the sale of the Acquired Assets, the execution and delivery of this Agreement and the other Transaction Documents, and the consummation of the Transactions; (vii) originals (or to the extent originals are not available, copies) of all Assumed Contracts and Assumed Leases (together with all amendments, supplements, or modifications thereto) to the extent not already made available to Buyer in the virtual data room; (viii) possession of the Acquired Assets, including all keys, locks, passcodes, safe combinations, login credentials, passwords and other similar items, data, and information as Buyer may reasonably require to obtain occupation and control of the Acquired Assets, in each case subject to any applicable restrictions on access to classified information; (ix) for each Seller, a properly completed and duly executed IRS Form W-9 or W-8, as applicable, (or in the case of if any Seller that is a disregarded entity for U.S. federal and income tax purposes, the its regarded owner of owner) that is a U.S. Person, a duly executed FIRPTA Affidavit from each such Seller of (or, if such Seller is a disregarded entity for U.S. federal income tax purposes, its regarded owner); (vi) a duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (vii) a duly executed release of all Liens and security interests by all lienholders, if any; (viii) a closing statement in a form reasonably satisfactory to Buyer; (ix) a copy of the Sale Order, which shall be a Final Order; and (x) all waivers, consents, and approvals required for the assignment and assumption of the Assumed Contracts and Assumed Leases from Sellers to Buyer, except as otherwise provided in Section 2.5(e); and (xi) such other assignments and other instruments of transfer or conveyance and transfer, in form and substance as Buyer may reasonably acceptable to Buyer, request or as may otherwise be necessary to convey evidence and effect sale, assignment, transfer, conveyance and delivery of the Acquired Assets to BuyerBuyer free and clear of all Liens and assumption of Assumed Liabilities by Buyer in accordance with the terms hereof. (c) At the Closing, Buyer shall deliver to Sellersshall: (i) in consideration of the Acquired Assets, setoff and otherwise apply the amounts due under the DIP Order and the Senior Secured Loan against the Purchase Price; (ii) deliver to Sellers payment by wire transfer of immediately available funds to an account set forth by Sellers of an aggregate amount equal to (A) the Cash cash portion of the Purchase Price, plus (B) $500,000 (on account of Cure Costs and Additional Cash Purchase Price, as applicable), minus (C) the Deposit, minus (D) the Deferred Revenue Adjustment Amount.; (iiiii) deliver to Sellers an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of Buyer certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (iiiiv) a deliver to Sellers the duly executed counterpart Bxxx of Sale and Assignment and Assumption Agreement and Assignment of Intellectual Property in substantially the forms attached hereto as Exhibit B and Exhibit C, respectively; (v) deliver to Sellers the duly executed Transition Services Agreement Agreement, which, subject to any requirements of any Governmental Entity, shall be in substantially the form attached hereto as Exhibit D (if required); (iv) a duly executed counterpart to the Bill of Sale and Assignment and Assumption AgreementD; and (vvi) a duly executed counterpart deliver to Sellers such other assignments and other instruments of transfer or conveyance as Sellers may reasonably request or as may otherwise be necessary to evidence and effect the IP Assignment Agreementsale, assignment, transfer, conveyance and delivery of the Acquired Assets to Buyer and assumption of Assumed Liabilities by Buyer.

Closing; Transfer of Possession; Certain Deliveries. (a) The consummation of the Transactions (the “Closing”) shall take place on the second (2nd) Business Day following the satisfaction or waiver of all of the conditions set forth in Article 7 or on such other date as the Parties hereto shall mutually agree. The Closing shall be held by electronic exchange of executed documents (or, if the Parties mutually agree in writing to hold a physical Closing, at the offices of Xxxx Xxxxxx P.C., at 10:00 a.m. prevailing Eastern Time, unless the Parties hereto otherwise agree in writing). The actual date of the Closing, effective 12:00 a.m. prevailing Eastern Time on such date, is herein called the “Closing Date”. (b) At the Closing, Sellers shall deliver to Buyer: (i) for each Seller, an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of such Seller certifying that the conditions set forth in Section 7.1(a), Section 7.1(b), and Section 7.1(c) have been satisfied; (ii) a certificate signed by an authorized officer of each Seller, in form and substance reasonably satisfactory to the Buyer, certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors (or equivalent thereof) of each Seller authorizing the execution, delivery and performance of the Transaction Documents and the Transactions, (ii) that all such resolutions are in full force and effect, and (iii) the names, incumbency and signatures of the officers of each Seller authorized to sign the Transaction Documents to which such Seller is a party; (iii) a duly executed counterpart to the Bill of Sale and Assignment and Assumption Agreement; (iv) a duly executed counterpart to the IP Assignment Agreement; (v) for each Seller, a properly completed and duly executed IRS Form W-9 or W-8, as applicable, (or in the case of any Seller that is a disregarded entity for U.S. federal and income tax purposes, the regarded owner of such Seller of U.S. federal income tax purposes); (vi) a duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D _ (if required); (vii) a duly executed release of all Liens and security interests by all lienholders, if any; (viii) a closing statement in a form reasonably satisfactory to Buyer; (ix) a copy of the Sale Order, which shall be a Final Order; and (x) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Buyer, as may be necessary to convey the Acquired Assets to Buyer. (c) At the Closing, Buyer shall deliver to Sellers: (i) payment by wire transfer of immediately available funds to an account set forth by Sellers of an aggregate amount equal to (A) the Cash Purchase Price, plus minus (B) $500,000 (on account of Cure Costs and Additional Cash Purchase Price, as applicable), the Deposit minus (C) the Deposit, minus (D) the Deferred Revenue Adjustment Amount. (ii) an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of Buyer certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (iii) a duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D _ (if required); (iv) a duly executed counterpart to the Bill of Sale and Assignment and Assumption Agreement; and (v) a duly executed counterpart to the IP Assignment Agreement.

Closing; Transfer of Possession; Certain Deliveries. (a) The consummation of the Transactions (the “Closing”) shall take place on or before the second (2nd) Business Day following afterJune 22, 2020, assuming the satisfaction or waiver of all of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or the waiver thereof at the Closing by the Party entitled to waive that condition) or on such other date as the Parties hereto shall mutually agree; provided that, if such conditions have been satisfied or waived on June 22, 2020 (or such later date on which such conditions are satisfied or waived), but Buyer nevertheless fails to consummate the Transactions on such date, then for each additional day after such date that the Closing shall occur, the Purchase Price shall be increased by Two Hundred Fifty Thousand Dollars ($250,000). The Closing shall be held by electronic exchange of executed documents (or, if the Parties mutually agree in writing parties elect to hold a physical Closing, at the offices of Xxxx Xxxxxx P.C.DLA Piper, at 10:00 a.m. prevailing Eastern Time, unless the Parties hereto otherwise agree in writingagree). The actual date of the Closing, effective 12:00 a.m. 11:59 p.m. prevailing Eastern Time time on such date, is herein called the “Closing Date”. (b) At the Closing, Sellers shall deliver to Buyer: (i) for each Seller, an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of such Seller certifying that the conditions set forth in Section 7.1(a), ) and Section 7.1(b), and Section 7.1(c) have been satisfied; (ii) a certificate signed by an authorized officer of each Seller, in form and substance reasonably satisfactory to the Buyer, certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors (or equivalent thereof) of each Seller authorizing the execution, delivery and performance of the Transaction Documents and the Transactions, (ii) that all such resolutions are in full force and effect, and (iii) the names, incumbency and signatures of the officers of each Seller authorized to sign the Transaction Documents to which such Seller is a party; (iii) a duly executed counterpart to the Bill Xxxx of Sale and Assignment and Assumption Agreement; (iviii) a the duly executed counterpart to the IP Assignment Agreement; (v) for each Seller, a properly completed and duly executed IRS Form W-9 or W-8TSA, as applicable, (or in the case of any Seller that is a disregarded entity for U.S. federal and income tax purposes, the regarded owner of such Seller of U.S. federal income tax purposes); (vi) a duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (vii) a duly executed release of all Liens and security interests by all lienholders, if any; (viii) a closing statement in a form reasonably satisfactory to Buyer; (ix) a copy of the Sale Order, which shall be a Final Order; and (x) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Buyer, as may be necessary to convey the Acquired Assets to Buyer. (c) At the Closing, Buyer shall deliver to Sellers: (i) payment by wire transfer of immediately available funds to an account set forth by Sellers of an aggregate amount equal to (A) the Cash Purchase Price, plus (B) $500,000 (on account of Cure Costs and Additional Cash Purchase Price, as applicable), minus (C) the Deposit, minus (D) the Deferred Revenue Adjustment Amount. (ii) an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of Buyer certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (iii) a duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (iv) a duly executed counterpart to the Bill of Sale and Assignment and Assumption Agreement; and (v) a duly executed counterpart to the IP Assignment Agreement.

Closing; Transfer of Possession; Certain Deliveries. (a) The consummation of the Transactions (the “Closing”) shall take place on or before the second (2nd) Business Day following after the satisfaction or waiver of all of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or the waiver thereof at the Closing by the Party entitled to waive that condition) or on such other date as the Parties hereto shall mutually agree. The Closing shall be held by electronic exchange of executed documents (or, if the Parties mutually agree in writing parties elect to hold a physical Closing, at the offices of Xxxx Xxxxxx P.C.DLA Piper, at 10:00 a.m. prevailing Eastern Time, unless the Parties hereto otherwise agree in writingagree). The actual date of the Closing, effective 12:00 a.m. prevailing Eastern Time time on such date, is herein called the “Closing Date”. (b) At the Closing, Sellers shall deliver to Buyer: (i) for each Seller, an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of such Seller certifying that the conditions set forth in Section 7.1(a), ) and Section 7.1(b), and Section 7.1(c) have been satisfied; (ii) a certificate signed by an authorized officer of each Seller, in form and substance reasonably satisfactory to the Buyer, certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors (or equivalent thereof) of each Seller authorizing the execution, delivery and performance of the Transaction Documents and the Transactions, (ii) that all such resolutions are in full force and effect, and (iii) the names, incumbency and signatures of the officers of each Seller authorized to sign the Transaction Documents to which such Seller is a party; (iii) a duly executed counterpart to the Bill Xxxx of Sale and Assignment and Assumption Agreement; (iii) the duly executed Facility Leases, as applicable; (iv) a duly executed counterpart certificates of title (with lien releases, where necessary, and signed by Sellers) to the IP Assignment Agreement;Owned Vehicles (or reasonable arrangements made for delivery of the titles post-Closing); and (v) for each Seller, a properly completed such other assignments and duly executed IRS Form W-9 or W-8, as applicable, (or in the case of any Seller that is a disregarded entity for U.S. federal and income tax purposes, the regarded owner of such Seller of U.S. federal income tax purposes); (vi) a duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (vii) a duly executed release of all Liens and security interests by all lienholders, if any; (viii) a closing statement in a form reasonably satisfactory to Buyer; (ix) a copy of the Sale Order, which shall be a Final Order; and (x) all other instruments of transfer or conveyance and transfer, in form and substance as Buyer may reasonably acceptable to Buyer, request or as may otherwise be necessary to convey evidence and effect sale, assignment, transfer, conveyance and delivery of the Acquired Assets to Buyer and assumption of Assumed Liabilities by Buyer. (c) At the Closing, Buyer shall deliver to Sellers: (i) payment by wire transfer of immediately available funds to an account set forth by Sellers of an aggregate amount equal to (A) the Cash Purchase Price, plus minus (B) $500,000 (on account of Cure Costs and Additional Cash Purchase Price, as applicable), minus (C) the Deposit, minus (D) the Deferred Revenue Adjustment Amount. (ii) an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of Buyer certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (iii) a the duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (iv) a duly executed counterpart to the Bill Xxxx of Sale and Assignment and Assumption Agreement; (iv) the duly executed Facility Lease, as applicable; and (v) a duly executed counterpart such other assignments and other instruments of transfer or conveyance as Sellers may reasonably request or as may otherwise be necessary to evidence and effect the IP Assignment Agreementsale, assignment, transfer, conveyance and delivery of the Acquired Assets to Buyer and assumption of Assumed Liabilities by Buyer.

Closing; Transfer of Possession; Certain Deliveries. (a) The consummation of the Transactions (the “Closing”) shall take place on or before the second (2nd) Business Day following after the satisfaction or waiver of all of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or the waiver thereof at the Closing by the Party entitled to waive that condition) or on such other date as the Parties hereto shall mutually agree. The Closing shall be held by electronic exchange of executed documents (or, if the Parties mutually agree in writing parties elect to hold a physical Closing, at the offices of Xxxx Xxxxxx P.C.DLA Piper, at 10:00 a.m. prevailing Eastern Time, unless the Parties hereto otherwise agree in writingagree). The actual date of the Closing, effective 12:00 a.m. 11:59 p.m. prevailing Eastern Time time on such date, is herein called the “Closing Date”. (b) At the Closing, Sellers shall deliver to Buyer: (i) for each Seller, an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of such Seller certifying that the conditions set forth in Section 7.1(a), ) and Section 7.1(b), and Section 7.1(c) have been satisfied; (ii) a certificate signed by an authorized officer of each Seller, in form and substance reasonably satisfactory to the Buyer, certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors (or equivalent thereof) of each Seller authorizing the execution, delivery and performance of the Transaction Documents and the Transactions, (ii) that all such resolutions are in full force and effect, and (iii) the names, incumbency and signatures of the officers of each Seller authorized to sign the Transaction Documents to which such Seller is a party; (iii) a duly executed counterpart to the Bill Xxxx of Sale and Assignment and Assumption Agreement; (iii) the duly executed TSA, as applicable; (iv) a the duly executed counterpart to the IP Assignment AgreementFacility Leases; (v) for each Seller, a properly completed and duly executed IRS Form W-9 or W-8, as applicable, (or in the case of if any Seller that is a disregarded entity for U.S. federal and income tax purposes, the its regarded owner of owner) that is a U.S. Person, a duly executed FIRPTA Affidavit from each such Seller of (or, if such Seller is a disregarded entity for U.S. federal income tax purposes, its regarded owner); (vi) a duly executed counterpart certificates of title (with lien releases, where necessary, and signed by Sellers) to the Transition Services Agreement in Owned Vehicles (or arrangements made with the form attached hereto as Exhibit D (if requiredlienholders/lessors for delivery of the titles post-Closing); (vii) a duly executed release of all Liens and security interests by all lienholders, if any;access to the Acquired Business Information (viii) a closing statement in a form reasonably satisfactory to Buyer;statement, duly executed by the appropriate officers of Sellers, showing the Purchase Price and funds flow as of the Closing Date (“Closing Statement”); and (ix) a copy of the Sale Order, which shall be a Final Order; and (x) all such other assignments and other instruments of transfer or conveyance and transfer, in form and substance as Buyer may reasonably acceptable to Buyer, request or as may otherwise be necessary to convey evidence and effect sale, assignment, transfer, conveyance and delivery of the Acquired Assets to Buyer and assumption of Assumed Liabilities by Buyer. (c) At the Closing, Buyer shall deliver to Sellers: (i) payment by wire transfer of immediately available funds to an account set forth by Sellers of an aggregate amount equal to (A) the Cash Purchase Price, plus minus (B) $500,000 Deposit (on account of Cure Costs and Additional Cash Purchase Price, as applicablesubject to Section 3.6), minus (C) the Deposit, minus (D) the Deferred Revenue Adjustment Amount.; (ii) an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of Buyer certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (iii) a the duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (iv) a duly executed counterpart to the Bill Xxxx of Sale and Assignment and Assumption Agreement; (iv) the duly executed TSA, as applicable; (v) the duly executed Facility Leases; (vi) the duly executed Closing Statement; (vii) certified resolutions of Buyer approving this Agreement and the purchase of the Acquired Assets from Sellers; and (vviii) a duly executed counterpart such other assignments and other instruments of transfer or conveyance as Sellers may reasonably request or as may otherwise be necessary to evidence and effect the IP Assignment Agreementsale, assignment, transfer, conveyance and delivery of the Acquired Assets to Buyer and assumption of Assumed Liabilities by Buyer.

Closing; Transfer of Possession; Certain Deliveries. (a) The consummation of the Transactions transactions contemplated herein (the “"Closing”") shall take place on the second (2nd) Business Day following after the satisfaction or waiver of all of the conditions set forth in Article 7 8 (or the waiver thereof by the party entitled to waive that condition) or on such other date as the Parties parties hereto shall mutually agree. The Closing shall be held by electronic exchange of executed documents (or, if the Parties mutually agree in writing to hold a physical Closing, at the offices of Xxxx Xxxxxx P.C.Skadden, Arps, Slate, Meagher & Flom (Illinois), at 10:00 a.m. prevailing Eastern Timea.m., local time, unless the Parties hereto pxxxxxx herxxx otherwise agree in writing)agree. The actual date of the Closing, effective 12:00 a.m. prevailing Eastern Time on such date, Closing is herein called the “"Closing Date”." For purposes of this Agreement, from and after the Closing, the Closing shall be deemed to have occurred at 12:01 A.M. on the Closing Date. (b) At the Closing, Sellers shall deliver to Buyer: (i) for each Sellerduly executed bills of sale, an officer’s certificatesubstantially in the form of Exhibit E attached hereto, dated as of transferring the Closing Date, executed by a duly authorized officer of such Seller certifying that the conditions set forth in Section 7.1(a), Section 7.1(b), and Section 7.1(c) have been satisfiedAcquired Assets to Buyer; (ii) a certificate signed by an authorized officer of each Sellerduly executed real property special warranty (or the equivalent) deeds in recordable form, in form and substance reasonably satisfactory acceptable to the Buyer, certifying: (i) that attached thereto are true to effect the sale, transfer, assignment and complete copies of all resolutions adopted by the board of directors (or equivalent thereof) of each Seller authorizing the execution, delivery and performance of the Transaction Documents and the Transactions, (ii) that all such resolutions are in full force and effect, and (iii) the names, incumbency and signatures of the officers of each Seller authorized to sign the Transaction Documents to which such Seller is a partyAcquired Real Property; (iii) a duly executed counterpart to the Bill of Sale and Assignment and Assumption Agreement, duly executed by Sellers; (iv) a duly executed counterpart to the IP Assignment Agreement; (v) for each Seller, a properly completed and duly executed IRS Form W-9 or W-8, as applicable, (or in the case of any Seller that is a disregarded entity for U.S. federal and income tax purposes, the regarded owner of such Seller of U.S. federal income tax purposes); (vi) a duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (vii) a duly executed release of all Liens and security interests by all lienholders, if any; (viii) a closing statement in a form reasonably satisfactory to Buyer; (ix) a copy of the Sale Order, which shall be a Final Order; and (x) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Buyer, as may be are necessary to convey the Acquired Assets to Buyer; and (v) all other previously undelivered certificates, agreements and other documents required to be delivered by Sellers at or prior to the Closing in connection with the transactions contemplated by this Agreement. (c) At the Closing, Buyer shall deliver to Sellersdeliver: (i) payment by wire transfer to Sellers, the Purchase Price in accordance with the provisions of immediately available funds to an account set forth by Sellers of an aggregate amount equal to (A) the Cash Purchase Price, plus (B) $500,000 (on account of Cure Costs and Additional Cash Purchase Price, as applicable), minus (C) the Deposit, minus (D) the Deferred Revenue Adjustment Amount.Section 3.3; (ii) an officer’s certificatethe Assignment and Assumption Agreement, dated as of the Closing Date, duly executed by a duly authorized officer of Buyer certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied;Buyer; and (iii) a duly executed counterpart all other previously undelivered certificates, agreements and other documents required to be delivered by Buyer at or prior to the Transition Services Agreement Closing in connection with the form attached hereto as Exhibit D (if required); (iv) a duly executed counterpart to the Bill of Sale and Assignment and Assumption Agreement; and (v) a duly executed counterpart to the IP Assignment transactions contemplated by this Agreement.

Closing; Transfer of Possession; Certain Deliveries. (a) The consummation of the Transactions transactions contemplated herein (the “"Closing”") shall take place on the second (2nd) Business Day following after the satisfaction or waiver of all of the conditions set forth in Article 7 8 (or the waiver thereof by the party entitled to waive that condition) or on such other date as the Parties parties hereto shall mutually agree. The Closing shall be held by electronic exchange of executed documents (or, if the Parties mutually agree in writing to hold a physical Closing, at the offices of Xxxx Xxxxxx P.C.Skadden, Arps, Slate, Meagher & Flom (Illinois), at 10:00 a.m. prevailing Eastern Timea.m., local time, unless the Parties hereto pxxxxxx herxxx otherwise agree in writing)agree. The actual date of the Closing, effective 12:00 a.m. prevailing Eastern Time on such date, Closing is herein called the “"Closing Date”." For purposes of this Agreement, from and after the Closing, the Closing shall be deemed to have occurred at 12:01 A.M. on the Closing Date. (b) At the Closing, Sellers shall deliver to Buyer: (i) for each Sellerduly executed bills of sale, an officer’s certificatesubstantially in the form of Exhibit E attached hereto, dated as of transferring the Closing Date, executed by a duly authorized officer of such Seller certifying that the conditions set forth in Section 7.1(a), Section 7.1(b), and Section 7.1(c) have been satisfiedAcquired Assets to Buyer; (ii) a certificate signed by an authorized officer of each Sellerduly executed real property special warranty (or the equivalent) deeds in recordable form, in form and substance reasonably satisfactory acceptable to the Buyer, certifying: (i) that attached thereto are true to effect the sale, transfer, assignment and complete copies of all resolutions adopted by the board of directors (or equivalent thereof) of each Seller authorizing the execution, delivery and performance of the Transaction Documents and the Transactions, (ii) that all such resolutions are in full force and effect, and (iii) the names, incumbency and signatures of the officers of each Seller authorized to sign the Transaction Documents to which such Seller is a partyAcquired Real Property; (iii) a duly executed counterpart to the Bill of Sale and Assignment and Assumption Agreement, duly executed by Sellers; (iv) a duly executed counterpart to the IP Assignment Agreement; (v) for each Seller, a properly completed and duly executed IRS Form W-9 or W-8, as applicable, (or in the case of any Seller that is a disregarded entity for U.S. federal and income tax purposes, the regarded owner of such Seller of U.S. federal income tax purposes); (vi) a duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (vii) a duly executed release of all Liens and security interests by all lienholders, if any; (viii) a closing statement in a form reasonably satisfactory to Buyer; (ix) a copy of the Sale Order, which shall be a Final Order; and (x) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Buyer, as may be are necessary to convey the Acquired Assets to Buyer; and (v) all other previously undelivered certificates, agreements and other documents required to be delivered by Sellers at or prior to the Closing in connection with the transactions contemplated by this Agreement. (c) At the Closing, Buyer shall deliver to Sellers: (i) payment by wire transfer the Purchase Price in accordance with the provisions of immediately available funds to an account set forth by Sellers of an aggregate amount equal to (A) the Cash Purchase Price, plus (B) $500,000 (on account of Cure Costs and Additional Cash Purchase Price, as applicable), minus (C) the Deposit, minus (D) the Deferred Revenue Adjustment Amount.Section 3.3; (ii) an officer’s certificatethe Assignment and Assumption Agreement, dated as of the Closing Date, duly executed by a duly authorized officer of Buyer certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied;Buyer; and (iii) a duly executed counterpart all other previously undelivered certificates, agreements and other documents required to be delivered by Buyer at or prior to the Transition Services Agreement Closing in connection with the form attached hereto as Exhibit D (if required); (iv) a duly executed counterpart to the Bill of Sale and Assignment and Assumption Agreement; and (v) a duly executed counterpart to the IP Assignment transactions contemplated by this Agreement.

Closing; Transfer of Possession; Certain Deliveries. (a) The consummation Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Article VIII hereof, the closing of the Transactions transactions contemplated herein (the “Closing”) shall take place on no later than the second fifth (2nd5th) Business Day following the satisfaction or waiver of all of date on which the conditions set forth in Article 7 VII have been satisfied or waived (other than those conditions with respect to actions of the parties to be taken at the Closing itself, but subject to the satisfaction or waiver of such conditions), or on such other date as the Parties parties hereto shall mutually agree; provided, however, that if the Closing would be scheduled to occur less than two (2) Business Days after the receipt of the performance reports for the prior month referred to in Section 6.5(d) hereof, Buyer shall not be required to close until two (2) Business Days after its receipt of such performance reports. The Closing shall be held by electronic exchange of executed documents (or, if the Parties mutually agree in writing to hold a physical Closing, at the offices of Kxxxxxxx & Exxxx LLP, 100 Xxxx Xxxxxx P.C.00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. prevailing Eastern Time5:00 p.m., local time, unless the Parties parties hereto otherwise agree in writing)agree. The actual time and date of the Closing, effective 12:00 a.m. prevailing Eastern Time on such date, is Closing are herein called the “Closing Date.”. (b) At the Closing, Sellers shall deliver to Buyer: (i) for each Seller, an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of such Seller certifying that the conditions set forth in Section 7.1(a), Section 7.1(b), and Section 7.1(c) have been satisfied; (ii) a certificate signed by an authorized officer of each Seller, in form and substance reasonably satisfactory to the Buyer, certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors (or equivalent thereof) of each Seller authorizing the execution, delivery and performance of the Transaction Documents and the Transactions, (ii) that all such resolutions are in full force and effect, and (iii) the names, incumbency and signatures of the officers of each Seller authorized to sign the Transaction Documents to which such Seller is a party; (iii) a A duly executed counterpart to the Bill bxxx of Sale and Assignment and Assumption Agreement; (iv) a duly executed counterpart to the IP Assignment Agreement; (v) for each Seller, a properly completed and duly executed IRS Form W-9 or W-8, as applicable, (or in the case of any Seller that is a disregarded entity for U.S. federal and income tax purposes, the regarded owner of such Seller of U.S. federal income tax purposes); (vi) a duly executed counterpart to the Transition Services Agreement sale substantially in the form attached hereto as Exhibit D (if required)D; (viiii) a duly executed release of all Liens and security interests by all lienholders, if any; (viii) a closing statement in a form reasonably satisfactory to Buyer; (ix) a A certified copy of the Sale Order, which shall ; (iii) The officer’s certificate required to be a Final Orderdelivered pursuant to Section 7.2(c) hereof; (iv) Assignments of lease and customary title affidavits; (v) A certification of non-foreign status for each Seller in the form required under Treasury Regulation Section 1.1445-2(b); and (xvi) all All other instruments of conveyance and transfer, in form and substance reasonably acceptable to BuyerBuyer and Sellers, as may be necessary to convey the Acquired Assets to Buyer or Buyer’s designee. (c) At the Closing, Buyer and Sellers shall take the actions specified in Section 3.2(c) and Buyer shall deliver to ATI (on behalf of Sellers:): (i) payment All certificates required by wire transfer all relevant taxing authorities that are necessary to support any available exemption from the imposition of immediately available funds Transfer Taxes; (ii) Certified resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of the Transaction Documents and the transactions contemplated by this Agreement; (iii) To the extent shareholder approval is required, certified resolutions of shareholders of Buyer authorizing the execution, delivery and performance of the Transaction Documents and the transactions contemplated by this Agreement; (iv) The officer’s certificate required to an account be delivered pursuant to Section 7.3(c); and (v) An assumption agreement substantially in the form attached hereto as Exhibit E. (d) Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Article VIII hereof, no later than the fifth (5th) Business Day following the date on which the conditions set forth by Sellers of an aggregate amount equal to in Sections 7.1, 7.2 and 7.3 have been satisfied or waived, or at such other date as the parties hereto shall mutually agree (the “Early Funding Date”), (i) Buyer shall (A) deliver (1) the Cash Purchase Price, plus (B) $500,000 (on account of Cure Costs and Additional Cash or minus, the applicable adjustments to the Purchase Price, Price as applicable), minus (C) the Deposit, minus (D) the Deferred Revenue Adjustment Amount. (ii) an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of Buyer certifying that the conditions set forth in Section 7.2(a3.2(b) below and (2) the XO Common Stock, into escrow as described in Section 7.2(b3.2, (B) have been satisfied; execute and deliver the Operating Agreement and (C) commence operation of the Business under the terms of the executed Operating Agreement, (ii) Seller shall execute and deliver the Operating Agreement and (iii) a duly executed counterpart upon the Early Funding Date, the risk of loss shall transfer to Buyer, and Buyer’s obligation to close the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (iv) a duly executed counterpart to the Bill of Sale transactions contemplated hereby shall become unconditional and Assignment and Assumption Agreement; and (v) a duly executed counterpart to the IP Assignment Agreementirrevocable.

Closing; Transfer of Possession; Certain Deliveries. (a) The consummation of the Transactions transactions contemplated herein (the “Closing”) shall take place on the second first (2nd1st) Business Day following the satisfaction or waiver of after all of the conditions set forth in Article 7 8, other than those conditions that by their nature are to be satisfied at the Closing, have been either satisfied or waived by the Party entitled to waive such condition on or before April 24, 2014, or on such other date as the Parties hereto shall mutually agreeagree in writing. The Closing shall be held by electronic exchange of executed documents (or, if the Parties mutually agree in writing to hold a physical Closing, at the offices of Xxxx Xxxxxx P.C.Xxxxxxx Xxxxx & Xxxxxxx in Reno, Nevada, at 10:00 a.m. prevailing Eastern Timea.m., local time on April 22, 2014, unless the Parties hereto otherwise agree in writing)agree. The actual date of the Closing is the Closing Date. For purposes of this Agreement, from and after the Closing, effective 12:00 a.m. prevailing Eastern Time on such date, is herein called the “Closing Date”shall be deemed to have occurred at the Adjustment Time. (b) At the Closing, Sellers the Seller shall deliver deliver, or shall cause to Buyerbe delivered: (i) for each Seller, an officer’s certificate, dated as of to the Closing Date, executed by Buyer a duly authorized officer executed Xxxx of such Seller certifying that Sale and General Assignment in the conditions set forth in Section 7.1(aform attached hereto as Exhibit 3.1(b)(i), Section 7.1(b), and Section 7.1(c) have been satisfied; (ii) a certificate signed by an authorized officer of each Seller, in form and substance reasonably satisfactory to the BuyerBuyer duly executed Grant, certifying: Bargain and Sale Mining Deeds and duly executed Quitclaim Deeds, each in the form attached hereto as Exhibit 3.1(b)(ii) for the Properties, and executed declarations of value for the same; (iiii) that to the Buyer a duly executed Assignment of Permits, together with a duly executed Notification of Change of Operator and Assumption of Past Liability, each in the form attached thereto are hereto as Exhibit 3.1(b)(iii); (iv) to the Buyer duly executed affidavits of Allied VNC Inc. and Allied VGH Inc., certifying their non-foreign status, each in the form attached hereto as Exhibit 3.1(b)(iv); (v) to the Buyer a true and complete copies of all resolutions adopted copy, certified by the board Secretary or an Assistant or Attesting Secretary of directors (or equivalent thereof) the Seller, and each of each Seller authorizing them, of the corporate authorization of the execution, delivery and performance of the this Agreement and each Transaction Documents and the Transactions, (ii) that all such resolutions are in full force and effect, and (iii) the names, incumbency and signatures of the officers of each Seller authorized to sign the Transaction Documents Document to which such Seller it is a party; (iii) a duly executed counterpart to , and the Bill consummation of Sale and Assignment and Assumption Agreement; (iv) a duly executed counterpart to the IP Assignment Agreement; (v) for each Seller, a properly completed and duly executed IRS Form W-9 or W-8, as applicable, (or in the case of any Seller that is a disregarded entity for U.S. federal and income tax purposes, the regarded owner of such Seller of U.S. federal income tax purposes)transactions contemplated hereby; (vi) a duly executed counterpart deliver to the Transition Services Buyer the certificate contemplated by Section 8.1(c); (vii) to the Buyer a certificate of good standing of each Seller dated as of a date not earlier than five Business Days prior to the Closing Date; (viii) to the Buyer a counterpart of an Escrow Agreement in the form attached hereto as Exhibit D 3.1(b)(viii) (if requiredthe Escrow Agreement); , among the Buyer, the Seller and Cow County Title, as escrow agent (vii) a the Escrow Agent), duly executed release of all Liens and security interests by all lienholders, if anythe Seller; (viii) a closing statement in a form reasonably satisfactory to Buyer; (ix) a copy of the Sale Order, which shall be a Final Order; and (x) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Buyer, as may be necessary to convey the Acquired Assets to Buyer. (c) At the Closing, Buyer shall deliver to Sellers: (i) payment by wire transfer of immediately available funds to an account set forth by Sellers of an aggregate amount equal to (A) the Cash Purchase Price, plus (B) $500,000 (on account of Cure Costs and Additional Cash Purchase Price, as applicable), minus (C) the Deposit, minus (D) the Deferred Revenue Adjustment Amount. (ii) an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of Buyer certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (iii) a duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (iv) a duly executed counterpart to the Bill of Sale and Assignment and Assumption Agreement; and (v) a duly executed counterpart to the IP Assignment Agreement.

Closing; Transfer of Possession; Certain Deliveries. (a) The consummation of the Transactions transactions contemplated herein (the “Closing”) shall take place on the second (2nd) fifth Business Day following the satisfaction or waiver of after all of the conditions set forth in Article 7 7, other than those conditions that by their nature are to be satisfied at the Closing (but subject to the satisfaction or waiver of such conditions at the Closing), have been either satisfied or waived by the Party entitled to waive such condition or on such other date as the Parties hereto shall mutually agree. The Closing shall be held by electronic exchange of executed documents (or, if the Parties mutually agree in writing to hold a physical Closing, at the offices of Xxxx Sidley Austin LLP at 0000 Xxxxxxxxx Xxxxxx P.C.xx Xxxxxxx, XX 00000, at 10:00 a.m. prevailing Eastern Timea.m., local time, unless the Parties hereto otherwise agree in writing)agree. The actual date of the Closing, effective 12:00 a.m. prevailing Eastern Time on such date, Closing is herein called the “Closing Date”.” For purposes of this Agreement, from and after the Closing, the Closing shall be deemed to have occurred at 12:01 a.m. on the Closing Date. (b) At the Closing, Sellers the Seller shall deliver to the Buyer: (i) for each Seller, an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of such Seller certifying that executed bargain and sale deed (the conditions set forth “Deed”) in Section 7.1(a)form and substance reasonably satisfactory to the Parties so as to convey to the Buyer all right, Section 7.1(b), title and Section 7.1(c) have been satisfiedinterest to the Owned Real Property; (ii) a certificate signed duly executed Xxxx of Sale in form and substance reasonably satisfactory to the Parties; (iii) a duly executed Assignment and Assumption Agreement in the form attached as Exhibit A; (iv) a duly executed affidavit of the Seller (or, in the case of an entity that is disregarded for U.S. federal income tax purposes, the owner of such entity), prepared in accordance with U.S. Treasury Regulations section 1.1445-2(b), certifying as to the Seller’s or owner’s, as the case may be, non-foreign status; (v) a properly completed New York State Combined Real Estate Transfer Tax Return and Credit Line Mortgage Certificate, and Certificate of Exemption from the Payment of Estimated Personal Income Tax (Form TP-584), duly executed by an authorized officer the Seller, which documents shall be prepared by the Seller; (vi) a properly completed New York State Board of Real Property Services Real Property Transfer Report (Form RP-5217), duly executed by the Seller, which documents shall be prepared by the Seller; (vii) copies of each SellerSeller Consent that is a condition to Closing; (viii) the Operating Records to be delivered pursuant to Section 2.1(h), it being understood that any such Operating Records located at the Facility need not be physically delivered, but shall be deemed delivered at the Closing; (ix) the certificate contemplated by Section 7.1(d) in form and substance reasonably satisfactory to the Parties; (x) the affidavits contemplated by Section 6.15; (xi) the requisite consent of the member of the Seller authorizing execution, delivery and performance of this Agreement and the transactions contemplated hereby, in form and substance reasonably satisfactory to the Buyer, certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors (or equivalent thereof) of each Seller authorizing the execution, delivery and performance of the Transaction Documents and the Transactions, (ii) that all such resolutions are in full force and effect, and (iii) the names, incumbency and signatures of the officers of each Seller authorized to sign the Transaction Documents to which such Seller is a party; (iii) a duly executed counterpart to the Bill of Sale and Assignment and Assumption Agreement; (iv) a duly executed counterpart to the IP Assignment Agreement; (v) for each Seller, a properly completed and duly executed IRS Form W-9 or W-8, as applicable, (or in the case of any Seller that is a disregarded entity for U.S. federal and income tax purposes, the regarded owner of such Seller of U.S. federal income tax purposes); (vi) a duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (vii) a duly executed release of all Liens and security interests by all lienholders, if any; (viii) a closing statement in a form reasonably satisfactory to Buyer; (ix) a copy of the Sale Order, which shall be a Final OrderParties; and (xxii) all such other documents, instruments of conveyance and transfer, in form and substance certificates as the Buyer may reasonably acceptable to Buyer, as may be necessary to convey the Acquired Assets to Buyerrequest. (c) At the Closing, the Buyer shall deliver to Sellersthe Seller: (i) payment by wire transfer of immediately available funds to an account set forth by Sellers of an aggregate amount equal to (A) the Cash Purchase Price, plus (B) $500,000 (on account of Cure Costs and Additional Cash Purchase Price, as applicable), minus (C) the Deposit, minus (D) the Deferred Revenue Adjustment Amount.adjusted by Section 3.2; (ii) an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of Buyer certifying that executed Assignment and Assumption Agreement in the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfiedform attached as Exhibit A; (iii) a properly completed New York State Combined Real Estate Transfer Tax Return and Credit Line Mortgage Certificate, and Certificate of Exemption from the Payment of Estimated Personal Income Tax (Form TP-584), duly executed counterpart to by Buyer, which documents shall be prepared by the Transition Services Agreement in the form attached hereto as Exhibit D (if required)Seller; (iv) a properly completed New York State Board of Real Property Services Real Property Transfer Report (Form RP-5217), duly executed counterpart by the Buyer, which documents shall be prepared by the Seller; (v) copies of each Buyer Consent that is a condition to Closing; (vi) the certificate contemplated by Section 7.2(d) in form and substance reasonably satisfactory to the Bill Parties; (vii) the requisite consent of Sale the Managing Member of the Buyer authorizing execution, delivery and Assignment performance of this Agreement and Assumption Agreementthe transactions contemplated hereby, in form and substance reasonably satisfactory to the Parties; and (vviii) a duly executed counterpart to such other documents, instruments and certificates as the IP Assignment AgreementSeller may reasonably request.

Closing; Transfer of Possession; Certain Deliveries. (a) The consummation of the Transactions transactions contemplated herein (the “"Closing”") shall take place on the second (2nd) Business Day following after the satisfaction or waiver of all of the conditions set forth in Article 7 8 (or the waiver thereof by the party entitled to waive that condition) or on such other date as the Parties parties hereto shall mutually agree. The Closing shall be held by electronic exchange of executed documents (or, if the Parties mutually agree in writing to hold a physical Closing, at the offices of Xxxx Xxxxxx P.C.Skadden, Arps, Slate, Meagher & Flom (Illinois), at 10:00 a.m. prevailing Eastern Time00:00 a.m., xocal time, unless the Parties parties hereto otherwise agree in writing)agree. The actual date of the Closing, effective 12:00 a.m. prevailing Eastern Time on such date, Closing is herein called the “"Closing Date”." For purposes of this Agreement, from and after the Closing, the Closing shall be deemed to have occurred at 12:01 A.M. on the Closing Date. (b) At the Closing, Sellers shall deliver to Buyer: (i) for each Sellerduly executed bills of sale, an officer’s certificatesubstantially in the form of Exhibit E attached hereto, dated as of transferring the Closing Date, executed by a duly authorized officer of such Seller certifying that the conditions set forth in Section 7.1(a), Section 7.1(b), and Section 7.1(c) have been satisfiedAcquired Assets to Buyer; (ii) a certificate signed by an authorized officer of each Sellerduly executed real property special warranty (or the equivalent) deeds in recordable form, in form and substance reasonably satisfactory acceptable to the Buyer, certifying: (i) that attached thereto are true to effect the sale, transfer, assignment and complete copies of all resolutions adopted by the board of directors (or equivalent thereof) of each Seller authorizing the execution, delivery and performance of the Transaction Documents and the Transactions, (ii) that all such resolutions are in full force and effect, and (iii) the names, incumbency and signatures of the officers of each Seller authorized to sign the Transaction Documents to which such Seller is a partyAcquired Real Property; (iii) a duly executed counterpart to the Bill of Sale and Assignment and Assumption Agreement; , duly executed by Sellers; (iv) a duly executed counterpart to the IP Assignment Agreement; (v) for each Seller, a properly completed and duly executed IRS Form W-9 or W-8, as applicable, (or in the case of any Seller that is a disregarded entity for U.S. federal and income tax purposes, the regarded owner of such Seller of U.S. federal income tax purposes); (vi) a duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (vii) a duly executed release of all Liens and security interests by all lienholders, if any; (viii) a closing statement in a form reasonably satisfactory to Buyer; (ix) a copy of the Sale Order, which shall be a Final Order; and (x) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Buyer, as may be are necessary to convey the Acquired Assets to Buyer. (c) At the Closing, Buyer shall deliver to Sellers: (i) payment by wire transfer of immediately available funds to an account set forth by Sellers of an aggregate amount equal to (A) the Cash Purchase Price, plus (B) $500,000 (on account of Cure Costs and Additional Cash Purchase Price, as applicable), minus (C) the Deposit, minus (D) the Deferred Revenue Adjustment Amount. (ii) an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of Buyer certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (iii) a duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (iv) a duly executed counterpart to the Bill of Sale and Assignment and Assumption Agreement; and (v) a duly executed counterpart to the IP Assignment Agreement.

Closing; Transfer of Possession; Certain Deliveries. (a) The consummation of the Transactions (the “Closing”) shall take place on or before the second (2nd) Business Day following after the satisfaction or waiver of all of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or the waiver thereof at the Closing by the Party entitled to waive that condition) or on such other date as the Parties hereto shall mutually agree. The Closing shall be held by electronic exchange of executed documents (or, if the Parties mutually agree in writing parties elect to hold a physical Closing, at the offices of Xxxx Xxxxxx P.C.DLA Piper, at 10:00 a.m. prevailing Eastern Time, unless the Parties hereto otherwise agree in writingagree). The actual date of the Closing, effective 12:00 a.m. 11:59 p.m. prevailing Eastern Time time on such date, is herein called the “Closing Date”. (b) At the Closing, Sellers shall deliver to Buyer: (i) for each Seller, an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of such Seller certifying that the conditions set forth in Section 7.1(a), ) and Section 7.1(b), and Section 7.1(c) have been satisfied; (ii) a certificate signed by an authorized officer of each Seller, in form and substance reasonably satisfactory to the Buyer, certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors (or equivalent thereof) of each Seller authorizing the execution, delivery and performance of the Transaction Documents and the Transactions, (ii) that all such resolutions are in full force and effect, and (iii) the names, incumbency and signatures of the officers of each Seller authorized to sign the Transaction Documents to which such Seller is a party; (iii) a duly executed counterpart to the Bill Xxxx of Sale and Assignment and Assumption Agreement; (iii) the duly executed TSA, as applicable; (iv) a the duly executed counterpart to the IP Assignment AgreementFacility Leases; (v) for each Seller, a properly completed and duly executed IRS Form W-9 or W-8, as applicable, (or in the case of if any Seller that is a disregarded entity for U.S. federal and income tax purposes, the its regarded owner of owner) that is a U.S. Person, a duly executed FIRPTA Affidavit from each such Seller of (or, if such Seller is a disregarded entity for U.S. federal income tax purposes, its regarded owner); (vi) a duly executed counterpart certificates of title (with lien releases, where necessary, and signed by Sellers) to the Transition Services Agreement in Owned Vehicles (or arrangements made with the form attached hereto as Exhibit D (if requiredlienholders/lessors for delivery of the titles post-Closing); (vii) a duly executed release of all Liens and security interests by all lienholders, if anyaccess to the Acquired Business Information; (viii) a closing statement in a form reasonably satisfactory to Buyer;statement, duly executed by the appropriate officers of Sellers, showing the Purchase Price and funds flow as of the Closing Date (“Closing Statement”); and (ix) a copy of the Sale Order, which shall be a Final Order; and (x) all such other assignments and other instruments of transfer or conveyance and transfer, in form and substance as Buyer may reasonably acceptable to Buyer, request or as may otherwise be necessary to convey evidence and effect sale, assignment, transfer, conveyance and delivery of the Acquired Assets to Buyer and assumption of Assumed Liabilities by Buyer. (c) At the Closing, Buyer shall deliver to Sellers: (i) payment by wire transfer of immediately available funds to an account set forth by Sellers of an aggregate amount equal to (A) the Cash Purchase Price, plus minus (B) $500,000 Deposit (on account of Cure Costs and Additional Cash Purchase Price, as applicablesubject to Section 3.6), minus (C) the Deposit, minus (D) the Deferred Revenue Adjustment Amount.; (ii) an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of Buyer certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (iii) a the duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (iv) a duly executed counterpart to the Bill Xxxx of Sale and Assignment and Assumption Agreement; (iv) the duly executed TSA, as applicable; (v) the duly executed Facility Leases; (vi) the duly executed Closing Statement; (vii) certified resolutions of Buyer approving this Agreement and the purchase of the Acquired Assets from Sellers; and (vviii) a duly executed counterpart such other assignments and other instruments of transfer or conveyance as Sellers may reasonably request or as may otherwise be necessary to evidence and effect the IP Assignment Agreementsale, assignment, transfer, conveyance and delivery of the Acquired Assets to Buyer and assumption of Assumed Liabilities by Buyer.

Closing; Transfer of Possession; Certain Deliveries. (a) The consummation of the Transactions (the “Closing”) shall take place on or before the second (2nd) Business Day following afterJune 25, 2020, assuming the satisfaction or waiver of all of the conditions set forth in Article 7Article 7 (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or the waiver thereof at the Closing by the Party entitled to waive that condition) or on such other date as the Parties hereto shall mutually agree; provided that, if such conditions have been satisfied or waived on June 25, 2020 (or such later date on which such conditions are satisfied or waived), but Buyer nevertheless fails to consummate the Transactions on such date, then the Purchase Price shall be increased by Two Hundred Fifty Thousand Dollars ($250,000) for each additional day after such date that the Closing shall occur. The Closing shall be held by electronic exchange of executed documents (or, if the Parties mutually agree in writing parties elect to hold a physical Closing, at the offices of Xxxx Xxxxxx P.C.DLA Piper, at 10:00 a.m. prevailing Eastern Time, unless the Parties hereto otherwise agree in writingagree). The actual date of the Closing, effective 12:00 a.m. 11:59 p.m. prevailing Eastern Time time on such date, is herein called the “Closing Date”. (b) At the Closing, Sellers shall deliver to Buyer: (i) for each Seller, an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of such Seller certifying that the conditions set forth in Section 7.1(a), ) and Section 7.1(b), and Section 7.1(c) have been satisfied; (ii) a certificate signed by an authorized officer of each Seller, in form and substance reasonably satisfactory to the Buyer, certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors (or equivalent thereof) of each Seller authorizing the execution, delivery and performance of the Transaction Documents and the Transactions, (ii) that all such resolutions are in full force and effect, and (iii) the names, incumbency and signatures of the officers of each Seller authorized to sign the Transaction Documents to which such Seller is a party; (iii) a duly executed counterpart to the Bill Xxxx of Sale and Assignment and Assumption Agreement; (iii) the duly executed TSA, as applicable; (iv) a the duly executed counterpart to the IP Assignment AgreementFacility Leases, as applicable; (v) for each Seller, a properly completed and duly executed IRS Form W-9 or W-8, as applicable, (or in the case of if any Seller that is a disregarded entity for U.S. federal and income tax purposes, the its regarded owner of owner) that is a U.S. Person, a duly executed FIRPTA Affidavit from each such Seller of (or, if such Seller is a disregarded entity for U.S. federal income tax purposes, its regarded owner); (vi) a Written Instruction (as defined in the Escrow Agreement) instructing the Escrow Agent that the Closing is occurring and that Escrow Agent shall immediately pay the Deposit to Sellers (as provided in the Escrow Agreement), duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required);by Sellers’ Representative; and (vii) a duly executed release of all Liens such other assignments and security interests by all lienholders, if any; (viii) a closing statement in a form reasonably satisfactory to Buyer; (ix) a copy of the Sale Order, which shall be a Final Order; and (x) all other instruments of transfer or conveyance and transfer, in form and substance as Buyer may reasonably acceptable to Buyer, request or as may otherwise be necessary to convey evidence and effect sale, assignment, transfer, conveyance and delivery of the Acquired Assets to Buyer and assumption of Assumed Liabilities by Buyer. At Closing, the Acquired Assets shall be transferred and conveyed to CTTBuyer (or another Subsidiary of PSABuyer designated by Buyer in writing to Sellers prior to Closing). Such designated Buyer entity shall also assume the Assumed Liabilities. (c) At the Closing, Buyer shall deliver to Sellers: (i) payment by wire transfer of immediately available funds to an account set forth by Sellers of an aggregate amount equal to (A) the Cash Purchase Price, plus , and (B) $500,000 (on account minus the Holdback Amountamount of Cure Costs and Additional Cash Purchase Price, as applicable), minus (C) the Deposit. At Closing, minus (D) the Deferred Revenue Adjustment Amount.Deposit shall be released by the Escrow Agent to Sellers in accordance with the terms of the Escrow Agreement, and such funds shall be treated as partial payment of Purchase Price by Buyer and credited against the amount payable by Buyer pursuant to this provision; (ii) an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of Buyer certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (iii) a the duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (iv) a duly executed counterpart to the Bill Xxxx of Sale and Assignment and Assumption Agreement; (iv) the duly executed TSA, as applicable; (v) the duly executed Facility Leases, as applicable; and (vvi) a duly executed counterpart such other assignments and other instruments of transfer or conveyance as Sellers may reasonably request or as may otherwise be necessary to evidence and effect the IP Assignment Agreementsale, assignment, transfer, conveyance and delivery of the Acquired Assets to Buyer and assumption of Assumed Liabilities by Buyer.

Closing; Transfer of Possession; Certain Deliveries. (a) The consummation Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Article VIII hereof, the closing of the Transactions transactions contemplated herein (the “Closing”"CLOSING") shall take place on the second (2nd) Business Day following the satisfaction or waiver of all of after the conditions set forth in Article 7 VII shall have been satisfied or waived or on such other date as the Parties parties hereto shall mutually agree, such date to be as soon as practicable following entry of the Approval Order. The Closing shall be held by electronic exchange of executed documents (or, if the Parties mutually agree in writing to hold a physical Closing, at the offices of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx P.C.00000, at 10:00 a.m. prevailing Eastern Timea.m., local time, unless the Parties parties hereto otherwise agree in writing)agree. The actual time and date of the Closing, effective 12:00 a.m. prevailing Eastern Time on such date, is Closing are herein called the “Closing Date”"CLOSING DATE." (b) At the Closing, Sellers shall deliver to Buyer: (i) for each Seller, an officer’s certificate, dated as A duly executed xxxx of the Closing Date, executed by a duly authorized officer of such Seller certifying that the conditions set forth in Section 7.1(a), Section 7.1(b), and Section 7.1(c) have been satisfied; (ii) a certificate signed by an authorized officer of each Seller, sale in form and substance reasonably satisfactory to the Buyer, certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors (or equivalent thereof) of each Seller authorizing the execution, delivery and performance of the Transaction Documents and the Transactions, ; (ii) that all such resolutions are in full force and effect, and (iii) the names, incumbency and signatures A certified copy of the officers of each Seller authorized to sign the Transaction Documents to which such Seller is a partyApproval Order; (iii) a duly executed counterpart The officer's certificates required to the Bill of Sale and Assignment and Assumption Agreement;be delivered pursuant to Section 7.2(c) hereof; and (iv) a duly executed counterpart to the IP Assignment Agreement; (v) for each SellerAll other documents, a properly completed and duly executed IRS Form W-9 or W-8certificates, as applicable, (or in the case of any Seller that is a disregarded entity for U.S. federal and income tax purposes, the regarded owner of such Seller of U.S. federal income tax purposes); (vi) a duly executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (vii) a duly executed release of all Liens and security interests by all lienholders, if any; (viii) a closing statement in a form reasonably satisfactory to Buyer; (ix) a copy of the Sale Order, which shall be a Final Order; and (x) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Buyer, as may be reasonably necessary to transfer and convey the Acquired Assets to Buyer or Buyer's designee, free and clear of any Liens and Liabilities thereon including: (i) a duly executed Assignment and Assumption Agreement in form and substance reasonably satisfactory to Buyer; and (ii) an assignment of lease, dated as of the Closing Date, with respect to each Assumed Contract that is a lease, in form and substance reasonably satisfactory to Buyer. (c) At the Closing, Buyer shall deliver to Sellers: (i) payment by wire transfer of immediately available funds to an account set forth by Sellers of an aggregate amount equal to (A) the Cash The Purchase Price, plus (B) $500,000 (on account of Cure Costs and Additional Cash Purchase Price, as applicable), minus (C) the Deposit, minus (D) the Deferred Revenue Adjustment Amount.; (ii) an All certificates required by all relevant taxing authorities that are necessary to support any claimed exemption from the imposition of Transfer Taxes; (iii) The officer’s certificate, 's certificate required to be delivered pursuant to Section 7.3(c) hereof; (iv) An assumption agreement dated as of the Closing Date, executed by a duly authorized officer of in form and substance reasonably satisfactory to Sellers pursuant to which Buyer certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfiedshall assume all Assumed Liabilities; (iiiv) a duly executed counterpart All other instruments of transfer, in form and substance reasonably satisfactory to Sellers, as may be necessary to assume the Transition Services Agreement in the form attached hereto as Exhibit D (if required); (iv) a duly executed counterpart to the Bill of Sale and Assignment and Assumption AgreementAssumed Liabilities; and (vvi) a duly executed counterpart to the IP Assignment AgreementThe Cisco General Unsecured Claim Payment Obligation Escrow agreement.