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

Closing; Transfer of Possession; Certain Deliveries. (a) 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 contemplated herein (the "Closing") shall take place at 10:00 a.m. (eastern daylight time) on a date (the "Closing Date") to be mutually agreed upon by the parties, which date shall not be later than the first Business Day after all the conditions set forth in ARTICLE VII hereof (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. The Closing shall be held at the offices of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, located at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX, 00000-0000, Xxxxxx Xxxxxx of America, unless otherwise mutually agreed to by the parties. The Closing shall be effective as of 12:01 a.m. (eastern daylight time) on the Closing Date (the "Closing Time"). the following: (b) At the Closing, Seller shall deliver, or shall cause to be delivered, to Buyer (i) a duly executed Xxxx of Sale and Assignment, substantially in the form of Exhibit A attached hereto, transferring the Purchased Assets to Buyer; of Exhibit B hereto; (iii) a duly executed Assumption Agreement, substantially in the form a Copyright Assignment, substantially in the form of Exhibit C hereto, duly executed by Seller; (iv) a Patent Assignment, substantially in the form of Exhibit D hereto, duly executed by Seller, 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; (v) a certificate of Seller, dated as of the Closing Date, signed by the Chief Restructuring Officer of Seller, certifying that the conditions specified in Section 7.1(a) and Section 7.1(b) hereof have been fulfilled; (vi) a copy of the resolutions adopted by the Special Committee of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by the independent director of Seller as of the Closing Date; (vii) the executed consents listed on Schedule 4.4; (viii) all other instruments reasonably requested by Buyer of conveyance and transfer, in form and substance reasonably acceptable to Buyer, as are necessary to convey the Purchased Assets to Buyer; and (ix) such other closing instruments and certificates as may be reasonably requested by Buyer no later than three (3) Business Days prior to the Closing Date. the following: (c) At the Closing, Buyer shall deliver, or shall cause to be delivered to Seller, (i) a wire transfer of immediately available funds to the account or accounts designated by Seller, an amount equal to the Purchase Price; (ii) the Assumption Agreement, duly executed by Buyer; (iii) a certificate of Buyer, dated as of the Closing Date, signed by the President or Chief Financial Officer of Buyer, certifying that conditions specified in Section 7.2(a) and Section 7.2(b) hereof have been fulfilled; (iv) a copy of the resolutions adopted by the Board of Managers or other governing body of Buyer (as applicable) authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by the Secretary or an Assistant Secretary of Buyer as of the Closing Date; and (v) such other closing instruments and certificates as may be reasonably requested by Seller no later than (3) Business Days prior to the Closing Date.

Closing; Transfer of Possession; Certain Deliveries. (a) Unless this Agreement shall have been terminated and the transactions herein contemplated Transactions shall have been abandoned pursuant to ARTICLE VIII hereofArticle IX, the closing of the transactions contemplated herein (the "Closing") Closing shall take place at 10:00 a.m. (eastern daylight timeprevailing Eastern Time) on a the date (the "“Closing Date"”) to be mutually agreed upon by the parties, which date shall not be later than the first that is two (2) Business Day Days after all the conditions set forth in ARTICLE VII hereof Article VIII shall have been satisfied or waived (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 such other time or date is as agreed to in writing by the partiesParties. The Closing shall be held at the offices take place by telephone or video conference and electronic exchange of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, located at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX, 00000-0000, Xxxxxx Xxxxxx of Americadocuments, unless otherwise mutually agreed to by the partiesParties. The Closing shall be effective as of 12:01 a.m. (eastern daylight timeprevailing Eastern Time) on the Closing Date (the "Closing Time"). the following:Date. (b) At the Closing, Seller the Sellers shall deliver, or shall cause to be delivered, to BuyerBuyer the following: (i) a duly executed Xxxx counterpart to the Bill of Sale and AssignmentAssignment and Assumption Agreement in customary form reasonably agreed to by Buyer and Sellers (such agreement not to be unreasonably withheld or delayed) (the “Bill of Sale and Assignment and Assumption Agreement”), substantially duly executed by each Seller; (ii) one (1) or more assignments of the Owned Intellectual Property, in customary form reasonably agreed to by Buyer and Sellers (such agreement not to be unreasonably withheld or delayed) (the form of Exhibit A attached hereto“IP Assignment and Assumption Agreement”), transferring duly executed by the Purchased Assets to Buyer; of Exhibit B heretoapplicable Seller(s); (iii) a certificate of a duly executed Assumption Agreementauthorized officer of each Seller dated the Closing Date certifying as to the matters set forth in Section 8.1(a), substantially in the form a Copyright Assignment, substantially in the form of Exhibit C hereto, duly executed by SellerSection 8.1(b) and Section 8.1(d); (iv) a Patent Assignmentassignments of the Leases, substantially in each case, in customary form as reasonably requested by Xxxxx with respect to the form of Exhibit D hereto, duly executed by Seller, 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 interestLeased Real Property; (v) a certificate stock certificates representing the Equity Interests of Sellereach Foreign Subsidiary held by Sellers, dated as of to the Closing Date, signed by the Chief Restructuring Officer of Seller, certifying that the conditions specified in Section 7.1(a) and Section 7.1(b) hereof have been fulfilledextent certificated; (vi) a copy certification of non-foreign status from each of the resolutions adopted by the Special Committee of the Board of Directors of Seller authorizing the executionSellers other than Near Singapore, delivery duly completed and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by the independent director of Seller as of the Closing Date; (vii) the executed consents listed on Schedule 4.4; (viii) all other instruments reasonably requested by Buyer of conveyance and transfer, in form and substance reasonably acceptable to Buyer, as are necessary to convey the Purchased Assets to Buyercompliance with Treasury Regulation Section 1.1445-2(b); and (ixvii) such other closing instruments and certificates as may be reasonably requested by Buyer, in each case in form and substance reasonably acceptable to Buyer no later than three (3) Business Days prior to the Closing Date. the following:and Sellers. (c) At the Closing, Buyer shall deliver, or shall cause to be delivered to Seller,the Sellers, the following: (i) a wire transfer of immediately available funds counterpart to the account or accounts designated by Seller, an amount equal to the Purchase Price; (ii) the Bill of Sale and Assignment and Assumption Agreement, duly executed by BuyerXxxxx; (ii) a counterpart to the IP Assignment and Assumption Agreement, duly executed by Xxxxx; (iii) a certificate of Buyer, dated as of the Closing Date, signed by Excluded Cash to the President or Chief Financial Officer of Buyer, certifying that conditions specified in Section 7.2(a) and Section 7.2(b) hereof have been fulfilledRetained Bank Account(s); (iv) a copy certificate of the resolutions adopted by the Board a duly authorized officer of Managers or other governing body of Buyer (as applicable) authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by the Secretary or an Assistant Secretary of Buyer as of Xxxxx dated the Closing Date, certifying as to the matters set forth in Section 8.2(a) and Section 8.2(b); and (v) such other closing instruments and certificates as may be reasonably requested by Seller no later than (3) Business Days prior the Sellers, in each case, in form and substance reasonably acceptable to the Closing DateSellers and Buyer.

Closing; Transfer of Possession; Certain Deliveries. (a) 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 contemplated herein (the "Closing") shall take place at 10:00 a.m. (eastern daylight time) on a date (the "Closing Date") to be mutually agreed upon by the parties, which date shall not be later than the first Business Day after all the conditions set forth in ARTICLE VII hereof (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. The Closing shall be held at the offices of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, located at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX, 00000-0000, Xxxxxx Xxxxxx of America, unless otherwise mutually agreed to by the parties. The Closing shall be effective as of 12:01 a.m. (eastern daylight time) on the Closing Date (the "Closing Time"). the following:. (b) On or before the date which is two (2) Business Days prior to the Closing Date, Seller shall deliver, or shall cause to be delivered to Buyer’s legal counsel, (i) a copy of Buyer’s Customer Lists, and (ii) login information for Buyer’s social media sites (collectively, the "Sealed Assets"), for the sole purpose of enabling Buyer’s legal counsel to review whether the Customer Lists are consistent in form and content with Seller’s representation in Section 4.12 and whether such login information is accurate and sufficient to access Seller’s social media accounts. Buyer’s legal counsel must agree to maintain such information for attorney’s eyes only and agree (email confirmation prior to the Seller providing the Sealed Assets to Buyer would be acceptable) not to share any such information with Buyer prior to the Closing. (c) At the Closing, Seller shall deliver, or shall cause to be delivered, to BuyerBuyer the following: (i) a duly executed Xxxx of Sale and Assignment, substantially in the form of Exhibit A attached hereto, transferring the Purchased Assets to Buyer; of Exhibit B hereto; (iiiii) a duly executed Assumption Agreement, substantially in the form of Exhibit B hereto; (iii) a Copyright Trademark Assignment, substantially in the form of Exhibit C hereto, duly executed by Seller; (iv) , including a Patent Assignment, substantially in the form of Exhibit D hereto, duly executed by Seller, separate Trademark Assignment suitable for recording with regard to each jurisdiction and each recordable right or interest, such as each patentTrademark registration, each patent applicationapplication to register a Trademark, or each recorded or recordable license interest; (iv) a Copyright Assignment, substantially in the form of Exhibit D hereto, duly executed by Seller; (v) a certificate of Seller, dated as of the Closing Date, signed by the Chief Restructuring Officer of Seller, certifying that the conditions specified in Section 7.1(a) and Section 7.1(b) hereof have been fulfilled; (vi) a copy of the resolutions adopted by the Special Committee of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by the independent director of Seller as of the Closing Date; (vii) the executed consents listed on Schedule 4.4; (viii) all other instruments reasonably requested by Buyer of conveyance and transfer, in form and substance reasonably acceptable to Buyer, as are necessary to convey the Purchased Assets to Buyer; and (ix) such other closing instruments and certificates as may be reasonably requested by Buyer no later than three (3) Business Days prior to the Closing Date. the following:. (cd) At the Closing, Buyer shall deliver, or shall cause to be delivered to Seller,, the following: (i) a wire transfer of immediately available funds to the account or accounts designated by Seller, an amount equal to the Purchase Price; (ii) the Assumption Agreement, duly executed by Buyer; (iii) a certificate of Buyer, dated as of the Closing Date, signed by the President or Chief Financial Officer of Buyer, certifying that conditions specified in Section 7.2(a) and Section 7.2(b) hereof have been fulfilled; (iv) a copy of the resolutions adopted by the Board of Managers or other governing body Directors of Buyer (as applicable) authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by the Secretary or an Assistant Secretary of Buyer as of the Closing Date; and (v) such other closing instruments and certificates as may be reasonably requested by Seller no later than (3) Business Days prior to the Closing DateSeller.

Closing; Transfer of Possession; Certain Deliveries. (a) Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to ARTICLE VIII hereofArticle X, the initial closing of the transactions contemplated herein (the "“Initial Closing"”) shall take place at 10:00 a.m. within one (eastern daylight time1) on a date (the "Closing Date") to be mutually agreed upon by the parties, which date shall not be later than the first Business Day after the day (and, at the option of Buyer, shall take place on the same day) on which all the conditions precedent set forth in Article IX have been satisfied (or waived) (other than (i) with respect to any Delayed Purchase Assets, the conditions set forth in ARTICLE VII hereof Section 9.1 or 9.2, and (excludingii) such conditions which by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver of, conditions that, by their nature, are to be satisfied at of such conditions) or on such other date as the Closing) parties hereto shall have been satisfied or waived, unless another time or date is agreed to in writing by the partiesmutually agree. The Initial Closing shall be held at the offices of XxxxxxSkadden, Xxxxxxxxxx Arps, Slate, Xxxxxxx & Xxxxxxxxx Xxxx LLP, located Four Times Square, New York, New York 10036-6522, at 00 Xxxx 00xx Xxxxxx10:00 a.m., Xxx Xxxx, XX, 00000-0000, Xxxxxx Xxxxxx of Americalocal time, unless the parties hereto otherwise mutually agreed to by the partiesagree. The actual time and date of the Initial Closing are herein called the “Initial Closing Date.” In the event that that there are any Delayed Purchase Assets, such Delayed Purchase Assets shall, upon satisfaction or waiver of the conditions set forth in Section 9.1 and 9.2, be acquired at one or more additional Closings (the “Subsequent Closings”). Any Subsequent Closing shall be effective take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Times Square, New York, New York 10036-6522, at 10:00 a.m., local time. The date and time of any Subsequent Closing are herein referred to as of 12:01 a.m. (eastern daylight time) on a “Subsequent Closing Date.” Unless the Closing Date (the "Closing Time"). the following: (b) At the Closingcontext otherwise requires, Seller shall deliver, or shall cause to be delivered, to Buyer (i) a duly executed Xxxx of Sale and Assignment, substantially in the form of Exhibit A attached hereto, transferring the Purchased Assets to Buyer; of Exhibit B hereto; (iii) a duly executed Assumption Agreement, substantially in the form a Copyright Assignment, substantially in the form of Exhibit C hereto, duly executed by Seller; (iv) a Patent Assignment, substantially in the form of Exhibit D hereto, duly executed by Seller, 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; (v) a certificate of Seller, dated as of the Initial Closing Date, signed by the Chief Restructuring Officer of Seller, certifying that the conditions specified in Section 7.1(a) and Section 7.1(b) hereof have been fulfilled; (vi) any Subsequent Closing are herein referred to as a copy of the resolutions adopted by the Special Committee of the Board of Directors of Seller authorizing the execution, delivery “Closing” and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by the independent director of Seller as of the Closing Date; (vii) the executed consents listed on Schedule 4.4; (viii) all other instruments reasonably requested by Buyer of conveyance and transfer, in form and substance reasonably acceptable to Buyer, as are necessary to convey the Purchased Assets to Buyer; and (ix) such other closing instruments and certificates as may be reasonably requested by Buyer no later than three (3) Business Days prior to the Closing Date. the following: (c) At the Closing, Buyer shall deliver, or shall cause to be delivered to Seller, (i) a wire transfer of immediately available funds to the account or accounts designated by Seller, an amount equal to the Purchase Price; (ii) the Assumption Agreement, duly executed by Buyer; (iii) a certificate of Buyer, dated as each of the Initial Closing Date, signed by the President or Chief Financial Officer of Buyer, certifying that conditions specified in Section 7.2(a) Date and Section 7.2(b) hereof have been fulfilled; (iv) any Subsequent Closing Date are herein referred to as a copy of the resolutions adopted by the Board of Managers or other governing body of Buyer (as applicable) authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by the Secretary or an Assistant Secretary of Buyer as of the Closing Date; and (v) such other closing instruments and certificates as may be reasonably requested by Seller no later than (3) Business Days prior to the “Closing Date.”

Closing; Transfer of Possession; Certain Deliveries. (a) 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 contemplated herein (the "Closing") shall take place at 10:00 a.m. (eastern daylight time) on a date (the "Closing Date") to be mutually agreed upon by the parties, which date shall not be later than the first Business Day after all the conditions set forth in ARTICLE VII hereof (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. The Closing shall be held at the offices of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, located at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX, 00000-0000, Xxxxxx Xxxxxx of America, unless otherwise mutually agreed to by the parties. The Closing shall be effective as of 12:01 a.m. (eastern daylight time) on the Closing Date (the "Closing Time"). (b) On or before the date which is two (2) Business Days prior to the Closing Date, Seller shall deliver, or shall cause to be delivered to Buyer’s legal counsel, (i) a copy of Buyerprovide viewing access only to Buyer with respect to (i) Seller’s Customer Lists, and (ii) login information for BuyerSeller’s social media sites and Websites (collectively, the "Sealed Assets"), for the sole purpose of enabling Buyer’s legal counsel to review whether the Customer Lists are consistent in form and content with Seller’s representation in Section 4.12 and whether such login information is accurate and sufficient to access Seller’s social media accounts. Buyer’s legal counsel must agree to maintain such information for attorney’s eyes only and agree (email confirmation prior to the Seller providing the Sealed Assets to Buyer would be acceptable) not to share any such information with Buyer prior to and Websites, as applicable. Prior to the Closing Date, Buyer’s viewing access to the Sealed Assets shall be at all times subject to Seller supervision (either in person or remotely) at a mutually convenient time and location and in a manner that is satisfactory to Seller and Buyer shall be restricted from copying, downloading, printing, taking screenshots or otherwise duplicating the data and Buyer agrees it will not use such data until after the Closing. the following: (bc) At the Closing, Seller shall deliver, or shall cause to be delivered, to Buyer (i) a duly executed Xxxx of Sale and Assignment, substantially in the form of Exhibit A attached hereto, transferring the Purchased Assets to Buyer; of Exhibit B hereto; (iii) a duly executed Assumption Agreement, substantially in the form a Copyright Trademark Assignment, substantially in the form of Exhibit C hereto, duly executed by Seller; (iv) , including a Patent Assignment, substantially in the form of Exhibit D hereto, duly executed by Seller, separate Trademark Assignment suitable for recording with regard to each jurisdiction and each recordable right or interest, such as each patentTrademark registration, or each patent applicationapplication to register a Trademark, or each recorded or recordable license interest; (iv) a Copyright Assignment, substantially in the form of Exhibit D hereto, duly executed by Seller; (v) a certificate of Seller, dated as of the Closing Date, signed by the Chief Restructuring Officer of Seller, certifying that the conditions specified in Section 7.1(a) and Section 7.1(b) hereof have been fulfilled; (vi) a copy of the resolutions adopted by the Special Committee of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by the independent director of Seller as of the Closing Date; (vii) the executed consents listed on Schedule 4.4; (viii) all other instruments reasonably requested by Buyer of conveyance and transfer, in form and substance reasonably acceptable to Buyer, as are necessary to convey the Purchased Assets to Buyer; and (ix) such other closing instruments and certificates as may be reasonably requested by Buyer no later than three (3) Business Days prior to the Closing Date. the following: (cd) At the Closing, Buyer shall deliver, or shall cause to be delivered to Seller, (i) a wire transfer of immediately available funds to the account or accounts designated by Seller, an amount equal to the Purchase Price; (ii) the Assumption Agreement, duly executed by Buyer; (iii) a certificate of Buyer, dated as of the Closing Date, signed by the President or Chief Financial Officer of Buyer, certifying that conditions specified in Section 7.2(a) and Section 7.2(b) hereof have been fulfilled; (iv) a copy of the resolutions adopted by the Board of Managers or other governing body Directors of Buyer (as applicable) authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by the Secretary or an Assistant Secretary of Buyer as of the Closing Date; and (v) such other closing instruments and certificates as may be reasonably requested by Seller no later than (3) Business Days prior to the Closing DateSeller.

Closing; Transfer of Possession; Certain Deliveries. (a) 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 contemplated herein (the "ClosingCLOSING") shall take place at 10:00 a.m. (eastern daylight time) on a date (the "Closing Date") to be mutually agreed upon by the parties, which date shall not be no later than the first fifth (5th) Business Day after all following the date on which the conditions set forth in ARTICLE VII hereof have been satisfied or waived (excludingother than those conditions with respect to actions of the parties to be taken at the Closing itself, but subject to the satisfaction or waiver ofof such conditions), conditions thator on such other date as the parties hereto shall mutually agree; PROVIDED, by their natureHOWEVER, are that if the Closing would be scheduled to be satisfied at occur less than two (2) Business Days after the Closing) shall have been satisfied or waived, unless another time or date is agreed receipt of the performance 19 reports for the prior month referred to in writing by the partiesSECTION 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 at the offices of Xxxxxx, Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx Xxxxx LLP, located at 00 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XXXxx Xxxx 00000, 00000-0000at 5:00 p.m., Xxxxxx Xxxxxx of Americalocal time, unless the parties hereto otherwise mutually agreed to by the partiesagree. The Closing shall be effective as actual time and date of 12:01 a.m. (eastern daylight time) on the Closing Date (are herein called the "Closing TimeCLOSING DATE."). the following: (b) At the Closing, Seller Sellers shall deliver, or shall cause to be delivered, deliver to Buyer: (i) a A duly executed Xxxx xxxx of Sale and Assignment, sale substantially in the form attached hereto as EXHIBIT D; (ii) A certified copy of Exhibit A attached hereto, transferring the Purchased Assets to Buyer; of Exhibit B heretoSale Order; (iii) a duly executed Assumption Agreement, substantially in the form a Copyright Assignment, substantially in the form of Exhibit C hereto, duly executed by SellerThe officer's certificate required to be delivered pursuant to SECTION 7.2(c) hereof; (iv) a Patent Assignment, substantially in the form Assignments of Exhibit D hereto, duly executed by Seller, suitable for recording with regard to each jurisdiction lease and each recordable right or interest, such as each patent, each patent application, or each recorded or recordable license interestcustomary title affidavits; (v) a certificate A certification of Seller, dated as of non-foreign status for each Seller in the Closing Date, signed by the Chief Restructuring Officer of Seller, certifying that the conditions specified in form required under Treasury Regulation Section 7.1(a) and Section 7.1(b) hereof have been fulfilled;1.1445-2(b); and (vi) a copy of the resolutions adopted by the Special Committee of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by the independent director of Seller as of the Closing Date; (vii) the executed consents listed on Schedule 4.4; (viii) all All other instruments reasonably requested by Buyer of conveyance and transfer, in form and substance reasonably acceptable to BuyerBuyer and Sellers, as are may be necessary to convey the Purchased Acquired Assets to Buyer or Buyer; and (ix) such other closing instruments and certificates as may be reasonably requested by Buyer no later than three (3) Business Days prior to the Closing Date. the following:'s designee. (c) At the Closing, Buyer and Sellers shall deliver, or take the actions specified in SECTION 3.2(c) and Buyer shall cause deliver to be delivered to Seller,ATI (on behalf of Sellers): (i) a wire transfer All certificates required by all relevant taxing authorities that are necessary to support any available exemption from the imposition of immediately available funds to the account or accounts designated by Seller, an amount equal to the Purchase PriceTransfer Taxes; (ii) the Assumption Agreement, duly executed by Buyer; (iii) a certificate Certified resolutions of Buyer, dated as of the Closing Date, signed by the President or Chief Financial Officer of Buyer, certifying that conditions specified in Section 7.2(a) and Section 7.2(b) hereof have been fulfilled; (iv) a copy of the resolutions adopted by the Board of Managers or other governing body Directors of Buyer (as applicable) authorizing the execution, delivery and performance of this Agreement the Transaction Documents and the consummation of the transactions contemplated herebyby this Agreement; (iii) To the extent shareholder approval is required, certified by the Secretary or an Assistant Secretary resolutions of shareholders of Buyer as authorizing the execution, delivery and performance of the Closing DateTransaction Documents and the transactions contemplated by this Agreement; (iv) The officer's certificate required to be delivered pursuant to SECTION 7.3(c); and (v) such other closing instruments An assumption agreement substantially in the form attached hereto as EXHIBIT E. (d) Unless this Agreement shall have been terminated and certificates as may be reasonably requested by Seller the transactions herein contemplated shall have been abandoned pursuant to ARTICLE VIII hereof, no later than the fifth (35th) Business Days prior Day following the date on which the conditions set forth 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 or minus, the applicable adjustments to the Closing Purchase Price as set forth in SECTION 3.2(b) below and (2) the XO Common Stock, into escrow as described in SECTION 3.2, (B) 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) upon the Early Funding Date, the risk of loss shall transfer to Buyer, and Buyer's obligation to close the transactions contemplated hereby shall become unconditional and irrevocable.

Closing; Transfer of Possession; Certain Deliveries. (a) Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to ARTICLE VIII hereofArticle X, the initial closing of the transactions contemplated herein (the "“Initial Closing"”) shall take place at 10:00 a.m. within one (eastern daylight time1) on a date (the "Closing Date") to be mutually agreed upon by the parties, which date shall not be later than the first Business Day after the day (and, at the option of Buyer, shall take place on the same day) on which all the conditions precedent set forth in Article IX have been satisfied (or waived) (other than (i) with respect to any Delayed Purchase Assets, the conditions set forth in ARTICLE VII hereof Section 9.1 or 9.2, and (excludingii) such conditions which by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver of, conditions that, by their nature, are to be satisfied at of such conditions) or on such other date as the Closing) parties hereto shall have been satisfied or waived, unless another time or date is agreed to in writing by the partiesmutually agree. The Initial Closing shall be held at the offices of XxxxxxSkadden, Xxxxxxxxxx Arps, Slate, Xxxxxxx & Xxxxxxxxx Xxxx LLP, located Four Times Square, New York, New York 10036-6522, at 00 Xxxx 00xx Xxxxxx10:00 a.m., Xxx Xxxx, XX, 00000-0000, Xxxxxx Xxxxxx of Americalocal time, unless the parties hereto otherwise mutually agreed to by the partiesagree. The actual time and date of the Initial Closing are herein called the “Initial Closing Date.” In the event that that there are any Delayed Purchase Assets, such Delayed Purchase Assets shall, upon satisfaction or waiver of the conditions set forth in Section 9.1 and 9.2, be acquired at one or more additional Closings (the “Subsequent Closings”). Any Subsequent Closing shall be effective take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Times Square, New York, New York 10036-6522, at 10:00 a.m., local time. The date and time of any Subsequent Closing are herein referred to as of 12:01 a.m. (eastern daylight time) on a “Subsequent Closing Date.” Unless the Closing Date (the "Closing Time"). the following: (b) At the Closingcontext otherwise requires, Seller shall deliver, or shall cause to be delivered, to Buyer (i) a duly executed Xxxx of Sale and Assignment, substantially in the form of Exhibit A attached hereto, transferring the Purchased Assets to Buyer; of Exhibit B hereto; (iii) a duly executed Assumption Agreement, substantially in the form a Copyright Assignment, substantially in the form of Exhibit C hereto, duly executed by Seller; (iv) a Patent Assignment, substantially in the form of Exhibit D hereto, duly executed by Seller, 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; (v) a certificate of Seller, dated as of the Initial Closing Date, signed by the Chief Restructuring Officer of Seller, certifying that the conditions specified in Section 7.1(a) and Section 7.1(b) hereof have been fulfilled; (vi) any Subsequent Closing are herein referred to as a copy of the resolutions adopted by the Special Committee of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by the independent director of Seller as of the Closing Date; (vii) the executed consents listed on Schedule 4.4; (viii) all other instruments reasonably requested by Buyer of conveyance and transfer, in form and substance reasonably acceptable to Buyer, as are necessary to convey the Purchased Assets to Buyer; “Closing” and (ix) such other closing instruments and certificates as may be reasonably requested by Buyer no later than three (3) Business Days prior to the Closing Date. the following: (c) At the Closing, Buyer shall deliver, or shall cause to be delivered to Seller, (i) a wire transfer of immediately available funds to the account or accounts designated by Seller, an amount equal to the Purchase Price; (ii) the Assumption Agreement, duly executed by Buyer; (iii) a certificate of Buyer, dated as of the Closing Date, signed by the President or Chief Financial Officer of Buyer, certifying that conditions specified in Section 7.2(a) and Section 7.2(b) hereof have been fulfilled; (iv) a copy of the resolutions adopted by the Board of Managers or other governing body of Buyer (as applicable) authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by the Secretary or an Assistant Secretary of Buyer as of the Closing Date; and (v) such other closing instruments and certificates as may be reasonably requested by Seller no later than (3) Business Days prior to the Closing Date.

Closing; Transfer of Possession; Certain Deliveries. (a) Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to ARTICLE Article VIII hereof, the closing of the transactions contemplated herein (the "Closing") shall take place at 10:00 a.m. (eastern daylight time) on a date (as soon as practicable following the "Closing Date") to be mutually agreed upon by the parties, which date shall not be later than the first Business Day after satisfaction or waiver of all the conditions set forth in ARTICLE Article VII hereof (excludinghereof, but subject to or on such other date as the satisfaction or waiver ofparties hereto shall mutually agree, conditions that, by their nature, are such date to be satisfied at as soon as practicable following entry of the Closing) shall have been satisfied or waived, unless another time or date is agreed to in writing by the partiesApproval Order. The Closing shall be held at the offices of XxxxxxWeil, Xxxxxxxxxx Gotshal & Xxxxxxxxx Xxxxxx LLP, located at 00 Xxxx 00xx 000 Xxxxx Xxxxxx, Xxx Xxxx, XXXxx Xxxx 00000, 00000-0000at 10:00 a.m., Xxxxxx Xxxxxx of Americalocal time, unless the parties hereto otherwise mutually agreed to by the partiesagree. The Closing shall be effective as actual time and date of 12:01 a.m. (eastern daylight time) on the Closing Date (are herein called the "Closing TimeDate."). the following: (b) At the Closing, each Seller shall deliver, deliver or shall cause to be delivered, delivered to Buyer: (i) a A duly executed Xxxx xxxx of Sale sale in form and Assignment, substantially in the form of Exhibit A attached hereto, transferring the Purchased Assets substance reasonably satisfactory to Buyer; ; (ii) One certified copy of Exhibit B heretothe Approval Order for all Sellers; (iii) a duly executed Assumption Agreement, substantially in the form a Copyright Assignment, substantially in the form of Exhibit C hereto, duly executed by SellerThe officer's certificates required to be delivered pursuant to Section 7.2(c) hereof; (iv) a Patent Assignment, substantially Board resolutions of Sellers in the form of Exhibit D hereto, duly executed by Seller, suitable for recording with regard and substance reasonably acceptable to each jurisdiction Buyer regarding both corporate and each recordable right or interest, such as each patent, each patent application, or each recorded or recordable license interest;bankruptcy matters; and (v) a certificate All other bills of Sellersale, dated as endorsements, assignments, deeds and other good and sufficient instruments of the Closing Dateconveyance, signed by the Chief Restructuring Officer of Seller, certifying that the conditions specified in Section 7.1(a) transfer and Section 7.1(b) hereof have been fulfilled; (vi) a copy of the resolutions adopted by the Special Committee of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by the independent director of Seller as of the Closing Date; (vii) the executed consents listed on Schedule 4.4; (viii) all other instruments reasonably requested by Buyer of conveyance and transfersimilar effect, in form and substance reasonably acceptable to Buyer, as are may be necessary to convey the Purchased Assets to Buyer or Buyer; and (ix) such other closing instruments 's designee free and certificates as may be reasonably requested by Buyer no later than three (3) Business Days prior to the Closing Date. the following:clear of all Liens. (c) At the Closing, Buyer shall deliver, or shall cause deliver to be delivered to Seller,Sellers: (i) a wire transfer of The Purchase Price less the Deposit in immediately available funds to the account or accounts designated by Seller, an amount equal to the Purchase Pricefunds; (ii) All certificates required by all relevant taxing authorities that are necessary to support any claimed exemption from the Assumption Agreement, duly executed by Buyerimposition of Transfer Taxes; (iii) a The officer's certificate of Buyer, dated as of the Closing Date, signed by the President or Chief Financial Officer of Buyer, certifying that conditions specified in required to be delivered pursuant to Section 7.2(a7.3(c) and Section 7.2(b) hereof have been fulfilledhereof; (iv) a copy of the Board resolutions adopted by the Board of Managers or other governing body of Buyer (as applicable) authorizing the execution, delivery in form and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by the Secretary or an Assistant Secretary of Buyer as of the Closing Datesubstance reasonably acceptable to Sellers regarding corporate matters; and (v) such All other closing instruments of transfer, in form and certificates substance reasonably acceptable to Sellers, as may be reasonably requested by Seller no later than (3) Business Days prior necessary to assume the Closing DateAssumed Liabilities.

Closing; Transfer of Possession; Certain Deliveries. (a) Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to ARTICLE VIII hereofArticle X, the initial closing of the transactions contemplated herein (the "Initial Closing") shall take place at 10:00 a.m. within one (eastern daylight time1) on a date (the "Closing Date") to be mutually agreed upon by the parties, which date shall not be later than the first Business Day after the day (and, at the option of Buyer, shall take place on the same day) on which all the conditions precedent set forth in Article IX have been satisfied (or waived) (other than (i) with respect to any Delayed Purchase Assets, the conditions set forth in ARTICLE VII hereof Section 9.1 or 9.2, and (excludingii) such conditions which by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver of, conditions that, by their nature, are to be satisfied at of such conditions) or on such other date as the Closing) parties hereto shall have been satisfied or waived, unless another time or date is agreed to in writing by the partiesmutually agree. The Initial Closing shall be held at the offices of XxxxxxSkadden, Xxxxxxxxxx Arps, Slate, Meagher & Xxxxxxxxx Flom LLP, located at 00 Xxxx 00xx XxxxxxFour Times Square, Xxx XxxxNew York, XXNew York 10036-6522, 00000-0000xx 00:00 x.x., Xxxxxx Xxxxxx of Americalocal time, unless the parties hereto otherwise mutually agreed to by the partiesagree. The actual time and date of the Initial Closing shall are herein called the "Initial Closing Date." In the event that that there are any Delayed Purchase Assets, such Delayed Purchase Assets shall, upon satisfaction or waiver of the conditions set forth in Section 9.1 and 9.2, be effective as of 12:01 a.m. (eastern daylight time) on the Closing Date acquired at one or more additional Closings (the "Closing TimeSubsequent Closings"). Any Subsequent Closing shall take place at the following: (b) At offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036-6522, xx 00:00 x.x., local time. The date and time of any Subsequent Closing are herein referred to as a "Subsequent Closing Date." Unless the Closingcontext otherwise requires, Seller shall deliver, or shall cause to be delivered, to Buyer (i) a duly executed Xxxx of Sale and Assignment, substantially in the form of Exhibit A attached hereto, transferring the Purchased Assets to Buyer; of Exhibit B hereto; (iii) a duly executed Assumption Agreement, substantially in the form a Copyright Assignment, substantially in the form of Exhibit C hereto, duly executed by Seller; (iv) a Patent Assignment, substantially in the form of Exhibit D hereto, duly executed by Seller, 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; (v) a certificate of Seller, dated as of the Initial Closing Date, signed by the Chief Restructuring Officer of Seller, certifying that the conditions specified in Section 7.1(a) and Section 7.1(b) hereof have been fulfilled; (vi) any Subsequent Closing are herein referred to as a copy of the resolutions adopted by the Special Committee of the Board of Directors of Seller authorizing the execution, delivery "Closing" and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by the independent director of Seller as of the Closing Date; (vii) the executed consents listed on Schedule 4.4; (viii) all other instruments reasonably requested by Buyer of conveyance and transfer, in form and substance reasonably acceptable to Buyer, as are necessary to convey the Purchased Assets to Buyer; and (ix) such other closing instruments and certificates as may be reasonably requested by Buyer no later than three (3) Business Days prior to the Closing Date. the following: (c) At the Closing, Buyer shall deliver, or shall cause to be delivered to Seller, (i) a wire transfer of immediately available funds to the account or accounts designated by Seller, an amount equal to the Purchase Price; (ii) the Assumption Agreement, duly executed by Buyer; (iii) a certificate of Buyer, dated as each of the Initial Closing Date, signed by the President or Chief Financial Officer of Buyer, certifying that conditions specified in Section 7.2(a) Date and Section 7.2(b) hereof have been fulfilled; (iv) any Subsequent Closing Date are herein referred to as a copy of the resolutions adopted by the Board of Managers or other governing body of Buyer (as applicable) authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by the Secretary or an Assistant Secretary of Buyer as of the Closing Date; and (v) such other closing instruments and certificates as may be reasonably requested by Seller no later than (3) Business Days prior to the "Closing Date."

Closing; Transfer of Possession; Certain Deliveries. (a) Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to ARTICLE VIII hereof, the closing The consummation of the transactions contemplated herein Transactions (the "“Closing"”) shall take place at 10:00 a.m. (eastern daylight time) on a date (the "Closing Date") to be mutually agreed upon by the parties, which date shall not be later than the first second Business Day after the satisfaction of all of the conditions set forth in ARTICLE VII hereof Article 7 (excluding, but subject to or 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 thereof by the partiesParty entitled to waive that condition) or on such other date as the Parties hereto shall mutually agree. The Closing shall be held at the offices of XxxxxxMilbank, Xxxxxxxxxx Tweed, Hxxxxx & Xxxxxxxxx MxXxxx LLP, located at 00 Xxxx 00xx 20 Xxxxxxx Xxxxxx, Xxx Xxxx, XXXX 00000, 00000-0000at 10:00 a.m., Xxxxxx Xxxxxx of Americalocal time, unless the Parties hereto otherwise mutually agreed to by the partiesagree. The actual date of the Closing is herein called the “Closing Date.” For purposes of this Agreement, from and after the Closing, the Closing shall be effective as of deemed to have occurred at 12:01 a.m. (eastern daylight time) A.M. on the Closing Date (the "Closing Time"). the following:Date. (b) At the Closing, Seller Sellers shall deliver, or shall cause to be delivered, deliver to Buyer: (i) a duly executed Xxxx bxxx of Sale and Assignmentsale, substantially in a form mutually agreed to by the form of Exhibit A attached heretoParties, transferring the Purchased Acquired Assets to Buyer; of Exhibit B hereto; (ii) the duly executed Assignment and Assumption Agreement; (iii) a duly executed Assumption 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, substantially which Deeds shall be in the form a Copyright Assignment, substantially in the form of Exhibit C heretorecordable form, duly executed by Sellerand acknowledged; (iv) for each Seller (or if any Seller is a Patent Assignmentdisregarded entity for U.S. federal income tax purposes, substantially in the form of Exhibit D heretoits regarded owner) that is a U.S. Person, a duly executed by SellerFIRPTA Affidavit from each such Seller (or, suitable if such Seller is a disregarded entity for recording with regard to each jurisdiction and each recordable right or interestU.S. federal income tax purposes, such as each patent, each patent application, or each recorded or recordable license interest;its regarded owner); and (v) duly executed lease assignments in a certificate of Seller, dated as form reasonably satisfactory to Sellers and Buyer or Sale Order or Orders of the Closing Date, signed by the Chief Restructuring Officer Bankruptcy Court as shall be required to convey to Buyer all of Seller, certifying that the conditions specified Sellers’ interests in Section 7.1(a) and Section 7.1(b) hereof have been fulfilled; (vi) a copy respect of the resolutions adopted by the Special Committee of the Board of Directors of Seller authorizing the executionLeased Real Property, delivery which lease assignments shall be in recordable form, duly executed and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by the independent director of Seller as of the Closing Date; (vii) the executed consents listed on Schedule 4.4; (viii) all other instruments reasonably requested by Buyer of conveyance and transfer, in form and substance reasonably acceptable to Buyer, as are necessary to convey the Purchased Assets to Buyer; and (ix) such other closing instruments and certificates as may be reasonably requested by Buyer no later than three (3) Business Days prior to the Closing Date. the following:acknowledged. (c) At the Closing, Buyer shall deliver, or shall cause deliver to be delivered to Seller,Sellers: (i) a wire transfer of immediately available funds to the account or accounts designated by Seller, an amount equal to the Purchase Price;Price in accordance with the provisions of Section 3.3; and (ii) the duly executed Assignment and Assumption Agreement, duly executed by Buyer; (iii) a certificate of Buyer, dated as of the Closing Date, signed by the President or Chief Financial Officer of Buyer, certifying that conditions specified in Section 7.2(a) and Section 7.2(b) hereof have been fulfilled; (iv) a copy of the resolutions adopted by the Board of Managers or other governing body of Buyer (as applicable) authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by the Secretary or an Assistant Secretary of Buyer as of the Closing Date; and (v) such other closing instruments and certificates as may be reasonably requested by Seller no later than (3) Business Days prior to the Closing Date.