Common use of Deliveries at the Closing Clause in Contracts

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the form attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified in Section 2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer Buyers the various certificates, instruments, and documents referred to in Section 7(a5(a) below; (ii) the Buyer Buyers will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b5(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer Buyers (A) assignments (including real property and Intellectual Property transfer documents) in the form forms attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably Parties may requestdetermine are applicable; (iv) the Buyer Buyers will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Seller and its counsel reasonably Parties may requestdetermine are applicable; and (v) the Buyer Buyers will deliver to the Seller the consideration specified in Section 2(c1(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a) 7.01 below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b) 7.02 below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) bxxx of sale in the form attached hereto as Exhibit B D, and (B) such other instruments of sale, transfer, conveyance, conveyance and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to Parties shall make payments and deliveries of the Seller the consideration specified Purchase Price and Payment Shares in accordance with Section 2(c) above2.03 herein.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer Buyers the various certificates, instruments, and documents referred to in Section 7(a5(a) below; (ii) the Buyer Buyers will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b5(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer Buyers (A) assignments (including real property Lease and other Assumed Contract assignments and Intellectual Property transfer documents) ), bills of sale and warranty deeds in the form attached hereto as Exhibit B customary form, and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer Buyers and its their counsel reasonably may request; (iv) the Buyer Buyers will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer Buyers will deliver to the Seller the consideration specified in Section 2(c1(c) aboveabove by wire transfer of good U.S. funds.

Deliveries at the Closing. At the Closing, (i) the Seller Sellers will deliver to the Buyer Buyers the various certificates, instruments, and documents referred to in Section 7(a5(a) below; (ii) the Buyer Buyers will deliver to the Seller Sellers the various certificates, instruments, and documents referred to in Section 7(b5(b) below; (iii) the Seller Sellers will execute, acknowledge (if appropriate), and deliver to the Buyer Buyers (A) assignments (including real property and Intellectual Property transfer documents) in the form forms attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer Buyers and its Buyers' counsel reasonably may request; (iv) the Buyer Buyers will execute, acknowledge (if appropriate), and deliver to the Seller Sellers (A) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Seller Sellers and its their counsel reasonably may request; and (v) the Buyer Buyers will deliver to the Seller Sellers the consideration specified in Section 2(c1(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(ass.6(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(bss.6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the form attached hereto as Exhibit B and (B) assignments, bills of sale such other instruments of sale, transfer, conveyance, conveyance and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption or conveyance of the PCRV Shares as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration Purchase Price specified in Section 2(css.2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a5(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b5(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property lease assignments and Intellectual Property transfer documents) in the form forms attached hereto as Exhibit B Exhibits B-1 through B-[ ] and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified in Section 2(c1(c) above.

Deliveries at the Closing. At the Closing, (ia) the Seller will Sellers and Principals shall deliver to FTI and the Buyer Buyers each of the various certificates, instruments, and documents referred to in Section 7(a) below6.1; (iib) FTI and the Buyer will Buyers shall deliver to the Seller Sellers each of the various certificates, instruments, and documents referred to in Section 7(b) below6.2; (iiic) the Seller will Sellers shall execute, acknowledge (if appropriate), and deliver to FTI and the Buyer Buyers (A1) general assignments (including real property and Intellectual Property transfer documents) bills of sale in the form attached hereto as Exhibit B B, (2) the Deferred Maintenance Schedule and (B3) such other instruments of sale, transfer, conveyance, and assignment as FTI or the Buyer and its counsel Buyers reasonably may request; (ivd) the Buyer will Buyers shall execute, acknowledge (if appropriate)acknowledge, and deliver to the Seller Sellers (A1) an agreements of assignment and assumption in the form attached hereto as Exhibit C and (B2) such other instruments of assumption as the Seller and its counsel Sellers reasonably may request; and (ve) the Buyer will Buyers shall deliver to the Seller Sellers the consideration specified in Section 2(c) aboveCash Payment and certificates representing the Shares.

Deliveries at the Closing. At the Closing, (i) the Seller Sellers will deliver to the Buyer Buyers the various certificates, instruments, and documents referred to in Section 7(a5(a) below; (ii) the Buyer Buyers will deliver to the Seller Sellers the various certificates, instruments, and documents referred to in Section 7(b5(b) below; (iii) the Seller Sellers will execute, acknowledge (if appropriate), and deliver to the Buyer Buyers (A) assignments (including real property Lease and other Assumed Contract assignments and Intellectual Property transfer documents) ), bills of sale and warranty deeds in form acceptable to the form attached hereto as Exhibit B Buyers, and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer Buyers and its their counsel reasonably may request; (iv) the Buyer Buyers will execute, acknowledge (if appropriate), and deliver to the Seller Sellers (A) an assumption in the form attached hereto as Exhibit C B and (B) such other instruments of assumption as the Seller Sellers and its counsel reasonably may request; and (v) the Buyer Buyers will deliver to the Seller Sellers the consideration specified in Section 2(c1(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer Buyers the various certificates, instruments, and documents referred to in Section 7(a5(a) below; (ii) the Buyer Buyers will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b5(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer Buyers (A) assignments (including real property and Intellectual Property transfer documents) in the form attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer Buyers and its Buyers' counsel reasonably may request; (iv) the Buyer Buyers will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer Buyers will deliver to the Seller the consideration specified in Section 2(c1(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a5(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b5(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the form forms attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified in Section 2(c1(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a6(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the form attached hereto as Exhibit B forms acceptable to Buyer and/or its counsel and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C acceptable to Seller and/or its counsel and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified in Section 2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer Buyers the various certificates, instruments, and documents referred to in Section 7(a5(a) below; (ii) the Buyer Buyers will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b5(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer Buyers (A) assignments (including real property Lease and other Assumed Contract assignments and Intellectual Property transfer documents) ), bills of sale and warranty deeds in form acceptable to the form attached hereto as Exhibit B Buyers, and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer Buyers and its their counsel reasonably may request; (iv) the Buyer Buyers will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C B and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer Buyers will deliver to the Seller the consideration specified in Section 2(c1(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller Sellers will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a5(a) below; (ii) the Buyer will deliver to the Seller Sellers the various certificates, instruments, and documents referred to in Section 7(b5(b) below; (iii) the Seller Sellers will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the form forms attached hereto as Exhibit B C and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its their counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller Sellers (A) an assumption in the form attached hereto as Exhibit C D and (B) such other instruments of assumption as the Seller Sellers and its their counsel reasonably may request; and (v) the Buyer will deliver to the Seller Sellers the consideration specified in Section 2(c) abovePurchase Price.

Deliveries at the Closing. At the Closing, (i) the CFC and Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a8(a) below; (ii) the Buyer will deliver to the CFC and Seller the various certificates, instruments, and documents referred to in Section 7(b8(b) below; (iii) with respect to the other Acquired Assets, Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including any applicable real property and Intellectual Property transfer documents) in the form forms attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request, including but not limited to, UCC-3 Assignments; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified in Section 2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer Buyers the various certificates, instruments, and documents referred to in Section ss. 7(a) below; , (ii) the Buyer Buyers will deliver to the Seller the various certificates, instruments, and documents referred to in Section ss. 7(b) below; , (iii) the Seller will execute, acknowledge (if appropriate), ) and deliver to the Buyer Buyers the transfer, assignment and assumption documents in the forms attached hereto as Exhibit "D-1" through "D-4"; (Aiv) assignments (including real property the Buyers will execute, acknowledge and Intellectual Property transfer documents) deliver to the Seller an assumption of the KEC Note in the form attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Seller and its counsel reasonably may request"E"; and (v) the Buyer Buyers will deliver to the Seller the consideration specified in Section ss. 2(c) above.. Any delivery made, at any time, by Seller to USE shall constitute delivery to the Buyers, and after any such delivery, Seller shall have no further obligation, duty or liability to USE/CC in connection therewith. EXHIBIT 10.49

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section §7(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section §7(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments an assignment and assumption agreement in substantially the form attached hereto as Exhibit A and such other assignment documents (including real property and Intellectual Property transfer documents) in the form attached hereto as Exhibit B forms reasonably acceptable to the Buyer and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assignment and assumption in the form attached hereto as Exhibit C A and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified in Section §2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller Sellers will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(ass.6(a) below; (ii) the Buyer will deliver to the Seller Sellers the various certificates, instruments, and documents referred to in Section 7(bss.6(b) below; (iii) the Seller Sellers will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the form forms attached hereto as Exhibit B C and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller Sellers (A) an assumption in the form attached hereto as Exhibit C D and (B) such other instruments of assumption as the Seller Sellers and its their counsel reasonably may request; and (v) the Buyer will deliver to the Seller Sellers the consideration specified in Section 2(css.2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a) 7.01 below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b) 7.02 below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) a bxxx of sale in the form attached hereto as Exhibit B E, and (B) such other instruments of sale, transfer, conveyance, conveyance and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (vrequest;(v) the Buyer will deliver to the Seller the consideration specified Parties shall make payments and deliveries in accordance with Section 2(c) above2.03 herein.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(ass.7(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(bss.7(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property the sublease attached as Exhibit 2(f) and Intellectual Property transfer documents) in the form attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel may reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C agreement and (B) such other instruments of assumption as the Seller and its counsel may reasonably may request; and (v) the Buyer will deliver to the Seller and the consideration Escrow Agent the Purchase Price as specified in Section 2(css.2(c) above; (vi) the Seller, Buyer and Escrow Agent will deliver executed copies of the Escrow Agreement; and (vii) the Buyer will deliver executed copies of the Consulting Agreement.

Deliveries at the Closing. At the Closing, (iiv) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a) 7.1 below; (iiv) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b) 7.2 below; (iiivi) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the form attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may requestrequest (including, without limitation, a general warranty deed transferring the Real Property); (ivvii) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; viii) Seller will execute and deliver to Buyer both of the Intellectual Property License Agreements substantially in the form attached hereto as Exhibit 2.6.[E] (vthe “License Agreements”) (and, if any patents are being assigned to Buyer at the Closing, any patent assignment documents reasonably required by Buyer), and ix) Buyer will deliver to the Seller the consideration Purchase Price specified in Section 2(c) 2.2 above.

Deliveries at the Closing. At the Closing, (i) the Seller Sellers will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a6(a) below; (ii) the Buyer will deliver to the Seller Sellers the various certificates, instruments, and documents referred to in Section 7(b6(b) below; (iii) the Seller Sellers will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including any applicable real property and Intellectual Property transfer documents) in form and substance consistent with the form attached hereto as Exhibit B terms of this Agreement and reasonably satisfactory to the Buyer and Sellers and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller Sellers (A) an assumption in form and substance consistent with the form attached hereto as Exhibit C terms of this Agreement and reasonably satisfactory to the Sellers and Buyer and (B) such other instruments of assumption as the Seller Sellers and its their counsel reasonably may request; and (v) the Buyer will deliver to the Seller Sellers the consideration specified in Section 2(c2(f) abovebelow.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(ass.6(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(bss.6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the form attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may requestrequest to fully and effectually transfer the Acquired Assets to the Buyer; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C D and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified in Section 2(css.2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will Target shall deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(ass.6(a) below; (ii) the Buyer will shall deliver to the Seller Target the various certificates, instruments, and documents referred to in Section 7(bss.6(b) below; (iii) the Seller will Target shall execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property an assignment and Intellectual Property transfer documents) assumption agreement in the form attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will shall execute, acknowledge (if appropriate)acknowledge, and deliver to the Seller Target (A) an such assignment and assumption agreement in the form attached hereto as Exhibit C B, and (B) such other instruments of assumption as the Seller Target and its counsel reasonably may request; and (v) the Buyer will shall deliver to the Seller Target the consideration specified in Section 2(css.2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(ass.6(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(bss.6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the form forms attached hereto as marked collectively Exhibit B C and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C D and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller Seller, or on Seller's behalf, the consideration specified in Section 2(css.2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller Xxxxxxxxx will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a) 6.01 below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b) 6.02 below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) a xxxx of sale in the form attached hereto as Exhibit B C, and (B) such other instruments of sale, transfer, conveyance, conveyance and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified Parties shall make payments and deliveries in accordance with Section 2(c) above2.02 herein.

Deliveries at the Closing. At the Closingclosing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a§6(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b§6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the form forms attached hereto as Exhibit B Exhibits E-1 through E- and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C F and (B) such other instruments of assumption as the Seller and its counsel may reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified in Section 2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller Sellers will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a§8(a) below; (ii) the Buyer will deliver to the Seller Sellers the various certificates, instruments, and documents referred to in Section 7(b§8(b) below; (iii) the Seller Sellers will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property the Assignment, Assumption and Bxxx of Sale and Assignment of Intellectual Property transfer documents) in the form forms attached hereto as Exhibit Exhibits B and C, respectively and (B) such other instruments of sale, transfer, conveyance, and assignment (including other intellectual property assignments) as the Buyer and its counsel may reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller Sellers (A) an assumption the Assignment, Assumption and Bxxx of Sale and Assignment of Intellectual Property in the form forms attached hereto as Exhibit C Exhibits B and C, respectively and (B) such other instruments of assumption as the Seller Sellers and its counsel may reasonably may request; and (v) the Buyer will deliver to Sellers and the Seller Escrow Agent the consideration specified in Section §2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(ass.6(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(bss.6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the form forms attached hereto as marked collectively Exhibit B C and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C D and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller Seller, or on Seller's behalf, the consideration specified in Section 2(css.2(c) above., as well as executed copies of Exhibits G and H..]

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a6(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the form forms attached hereto as Exhibit B C and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C D and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified in Section 2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller PTI will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a) 6.01 below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b) 6.02 below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) a xxxx of sale in the form attached hereto as Exhibit B B, (B) an assignment and assumption agreement in the form attached hereto as Exhibit C, and (BC) such other instruments of sale, transfer, conveyance, conveyance and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assignment and assumption agreement in the form attached hereto as Exhibit C C, (B) the Purchase Price, and (BC) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified Parties shall make payments and deliveries in accordance with Section 2(c) above.2.02 herein. Section 2.06

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a) 8.1 below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b) 8.2 below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) a xxxx of sale in the form attached hereto as Exhibit B “A”, and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption agreement in the form attached hereto as Exhibit C “B” and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified in Section 2(c2.1(b) above.

Deliveries at the Closing. At the Closing, (i) the Seller ATR will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a) 6.01 below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b) 6.02 below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) a xxxx of sale in the form attached hereto as Exhibit B B, (B) an assignment and assumption agreement in the form attached hereto as Exhibit C, and (BC) such other instruments of sale, transfer, conveyance, conveyance and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assignment and assumption agreement in the form attached hereto as Exhibit C C, and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified Parties shall make payments and deliveries in accordance with Section 2(c) above2.02 herein.

Deliveries at the Closing. At or before the Closing, : (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a6(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property Proprietary Rights transfer documents) in the form forms attached hereto as Exhibit B A and Exhibit C, and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel may reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration Purchase Price specified in Section 2(c2(e) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to (including UCC filings) in Section 7(a6(a) below; below (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including leases of real property and Intellectual Property transfer documents) in the form forms attached hereto as Exhibit B under Schedule (A) and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel may reasonably may request; (iviii) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption Assumption Agreement in the form attached hereto as Exhibit C Schedule B; and (B) such other instruments of assumption as the Seller and its counsel may reasonably may request; and (viv) the Buyer will deliver to the Seller the consideration specified in Section 2(c) above; (iv) an Employment Contract between Buyer and Chip Del Coro in form and content mutually acceptable to them.

Deliveries at the Closing. At the Closing, (ia) the Seller Xxxx will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a) (S)7.1 below; (iib) the Buyer will deliver to the Seller Xxxx the various certificates, instruments, and documents referred to in Section 7(b) (S)7.2 below; (iiic) the Seller Xxxx will execute, acknowledge (if appropriate), and deliver to the Buyer (Ai) assignments a general warranty deed for the Real Property in substantially the form of Exhibit 2.6A; (including real property ii) an assignment and Intellectual Property transfer documents) assumption agreement in substantially the form attached hereto as Exhibit B 2.6B (the "Assignment and Assumption Agreement"); and (Biii) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (ivd) the Buyer will execute, acknowledge (if appropriate), and deliver to Xxxx (i) the Seller (A) an assumption in the form attached hereto as Exhibit C Assignment and Assumption Agreement; and (Bii) such other instruments of assumption as the Seller Xxxx and its counsel reasonably may request; and (ve) the Buyer will deliver to Xxxx the Seller the consideration specified in Section 2(c) abovePurchase Price.

Deliveries at the Closing. At the Closing, (ia) the Seller Dxxx will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a) §7.1 below; (iib) the Buyer will deliver to the Seller Dxxx the various certificates, instruments, and documents referred to in Section 7(b) §7.2 below; (iiic) the Seller Dxxx will execute, acknowledge (if appropriate), and deliver to the Buyer (Ai) assignments a general warranty deed for the Real Property in substantially the form of Exhibit 2.6A; (including real property ii) an assignment and Intellectual Property transfer documents) assumption agreement in substantially the form attached hereto as Exhibit B 2.6B (the “Assignment and Assumption Agreement”); and (Biii) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (ivd) the Buyer will execute, acknowledge (if appropriate), and deliver to Dxxx (i) the Seller (A) an assumption in the form attached hereto as Exhibit C Assignment and Assumption Agreement; and (Bii) such other instruments of assumption as the Seller Dxxx and its counsel reasonably may request; and (ve) the Buyer will deliver to Dxxx the Seller the consideration specified in Section 2(c) aboveEstimated Cash Purchase Price.

Deliveries at the Closing. At the Closing, (i) the Seller ESC will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a) 6.01 below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b) 6.02 below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) a bxxx of sale in the form attached hereto as Exhibit B B, (B) an assignment and assumption agreement in the form attached hereto as Exhibit C, and (BC) such other instruments of sale, transfer, conveyance, conveyance and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assignment and assumption agreement in the form attached hereto as Exhibit C C, and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified Parties shall make payments and deliveries in accordance with Section 2(c) above2.02 herein.

Deliveries at the Closing. At the Closing, (i) the Seller ISM will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a) 5.01 below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b) 6.02 below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) a xxxx of sale in the form attached hereto as Exhibit B B, (B) an assignment and assumption agreement in the form attached hereto as Exhibit C, and (BC) such other instruments of sale, transfer, conveyance, conveyance and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assignment and assumption agreement in the form attached hereto as Exhibit C C, and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified Parties shall make payments and deliveries in accordance with Section 2(c) above1.02 herein.

Deliveries at the Closing. At the Closing, (i) the Seller Target will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(ass.6(a) below; (ii) the Buyer will deliver to the Seller Target the various certificates, instruments, and documents referred to in Section 7(bss.6(b) below; (iii) the Seller Target will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the form attached hereto as Exhibit B 2(e)-1 and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller Target (A) an assumption in the form attached hereto as Exhibit C 2(e)-2 and (B) such other instruments of assumption as the Seller Target and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller Target the consideration specified in Section 2(css.2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller Sellers will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a) 8.1 below; (ii) the Buyer will deliver to the Seller Sellers the various certificates, instruments, and documents referred to in Section 7(b) 8.2 below; (iii) the Seller Sellers will each execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) a xxxx of sale in the form attached hereto as Exhibit B “A”, and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption agreement in the form attached hereto as Exhibit C “B” and (B) such other instruments of assumption as the Seller Sellers and its their counsel reasonably may request; and (v) the Buyer will deliver to the Seller Sellers the consideration specified in Section 2(c2.1(b) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) an assignment in the form attached hereto as of Exhibit B A and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel may reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C B and (B) such other instruments of assumption as the Seller and its counsel may reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified in Section 2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, agreements and documents referred to in Section 7(a6(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, agreements and documents referred to in Section 7(b6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer and license documents) in the form forms attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and C; (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified in Section 2(c) above.

Deliveries at the Closing. At the Closing, (ia) the Seller will deliver to the Buyer Purchaser the various certificates, instruments, instruments and documents referred to in Section 7(a) below; 9.1, (iib) the Buyer Purchaser will deliver to the Seller the various certificates, instruments, instruments and documents referred to in Section 7(b) below; 9.2, (iiic) the Seller will execute, acknowledge (if appropriate), ) and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) Purchaser a xxxx of sale in the form attached hereto as Exhibit B EXHIBIT B, intellectual property assignment documents in substantially the forms attached as EXHIBITS C-1 and C-2 (B) the "ASSIGNMENTS OF INTELLECTUAL PROPERTY"), and such other instruments of sale, transfer, conveyance, conveyance and assignment as the Buyer Purchaser and its counsel may reasonably may request; , (ivd) the Buyer Purchaser will execute, acknowledge (if appropriate), ) and deliver to the Seller (A) an assumption agreement in the form attached hereto as Exhibit C EXHIBIT D and (B) such other instruments of assumption as the Seller and its counsel may reasonably may request; request and (ve) the Buyer Purchaser will deliver to the Seller the consideration portion of the Purchase Price to be paid on the Closing Date, as specified in Section 2(c) above2.5.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section SECTION 7(a) below; , (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section SECTION 7(b) below; , (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer stock certificates representing all of its Target Common Stock, endorsed in blank or accompanied by duly executed assignment documents) in the form attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified in Section 2(cSECTION 2(f) abovebelow, and (v) the Buyer will deliver to Seller evidence satisfactory to Seller that the board of directors of Buyer have approved and authorized the issuance of the shares described in SECTION 2(f) of this Agreement, and the Employment Agreement of the Seller, in the form attached hereto as EXHIBIT B, and the grant of the stock options described therein.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a6(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) xxxx of sale and assignments (including in the form attached as Exhibit K, real property transfer document in the form attached as Exhibit L and Intellectual Property transfer documents) documents in the form attached hereto as Exhibit B M, and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C N, and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified in Section 2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller Solo Parties will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a) below; (ii) the Buyer will deliver to the Seller Solo Parties the various certificates, instruments, and documents referred to in Section 7(b) below; (iii) the Seller Solo Parties will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property intellectual property transfer documents) in the form forms attached hereto as Exhibit B EXHIBITS A-1 through A-7 and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller Solo Parties (A) an assumption in the form attached hereto as Exhibit C EXHIBIT B and (B) such other instruments of assumption as the Seller Solo Parties and its their counsel reasonably may request; and (v) the Buyer will deliver to the Seller Solo Parties the consideration specified in Section 2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will shall deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a§6(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b§6(b) below; (iii) the Seller will shall execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property intellectual property transfer documents) in the form attached hereto as Exhibit B and substance reasonably acceptable to Buyer and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel may reasonably may request; (iv) the Buyer will shall execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and substance reasonably acceptable to Seller and (B) such other instruments of assumption as the Seller and its counsel may reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified in Section §2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a§6(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b§6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) a xxxx of sale and assignments (including real property Real Property and Intellectual Property transfer documents) in the form forms attached hereto as Exhibit B Exhibits B-1 through B-3 and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; request and (v) each of the Buyer will Parties shall deliver to the Seller other Party an executed copy of the consideration specified in Section 2(c) aboveSoftware License Agreement and the Technology License Agreement.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a6(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b6(a) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) an Assignment in the form attached hereto as Exhibit B C, (B) a Xxxx of Sale in the form attached hereto as Exhibit D, (C) the Escrow Agreement, (D) the Lock-Up Agreement, and (BE) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified in Section 2(c) 2 above.

Deliveries at the Closing. At the Closing, (ia) the Seller Sellers will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a7.1, (b) below; (ii) the Buyer will deliver to the Seller Sellers the various certificates, instruments, and documents referred to in Section 7(b7.2, (c) below; (iii) the Seller Sellers will execute, acknowledge (if appropriate), ) and deliver to the Buyer (Ai) assignments a bill of sale in the form attached hereto as Exhibit E, (ii) assignmenxx (including real property and Intellectual Property transfer documents) in the form forms attached hereto as Exhibit B F and (Biii) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (ivd) the Buyer will execute, acknowledge (if appropriate), ) and deliver to the Seller Sellers (Ai) an assumption agreement in the form attached hereto as Exhibit C F and (Bii) such other instruments of assumption as the Seller and its counsel Sellers reasonably may request; and (ve) the Buyer will deliver to the Seller Sellers the consideration specified in Section 2(cSections 2.3(a) aboveand (b).

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section Sec. 7(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section Sec. 7(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the form forms attached hereto as Exhibit B Exhibits D-1 through D-2 and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C E and (B) such other instruments of assumption assump- tion as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified in Section Sec. 2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section §7(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section §7(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) Buyer, deeds, assignments (including real property and Intellectual Property transfer documents) in the form attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel or the title company insuring title to the Owned Real Property reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Seller and its counsel or the title company insuring title to the Owned Real Property reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified in Section §2(c) aboveabove to be delivered at Closing.

Deliveries at the Closing. At the Closing, (i) the Seller Sellers will deliver to the Buyer the various deeds, assignments, certificates, instruments, instruments and documents referred to in Section 7(a) below; (ii) the Buyer will deliver to the Seller Sellers the various certificates, instruments, and documents referred to in Section 7(b) below; (iii) the Seller Sellers will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the form attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may requestrequest (including a deed for each Owned Site with statutory warranties regarding encumbrances created by the relevant Seller); (iv) the Buyer and the Sellers will execute and deliver the Master Tower Space Lease and Site Subleases substantially in the forms annexed hereto; (v) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and (B) Sellers such other instruments of assumption as the Seller Sellers and its their counsel reasonably may request; and (vvi) the Buyer will deliver to the Seller Sellers the consideration specified in Section 2(c2(d) above.

Deliveries at the Closing. At the Closing, (i) the Seller PTI will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a) 6.01 below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b) 6.02 below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) a xxxx of sale in the form attached hereto as Exhibit B B, (B) an assignment and assumption agreement in the form attached hereto as Exhibit C, and (BC) such other instruments of sale, transfer, conveyance, conveyance and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assignment and assumption agreement in the form attached hereto as Exhibit C C, (B) the Purchase Price, and (BC) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified Parties shall make payments and deliveries in accordance with Section 2(c) above2.02 herein.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the form attached hereto as Exhibit B and (B) such other instruments of sale, transfer, transfer and conveyance, and assignment in such form, as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration Base Price specified in Section 2(c) above, less the Earnout Shares and the Indemnity Shares which shall be deposited into escrow pursuant to Section 2(g) and Section 2(j) below.

Deliveries at the Closing. At the Closing, (i) the Seller NN will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a) 5.01 below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b) 6.02 below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) a xxxx of sale in the form attached hereto as Exhibit B B, (B) an assignment and assumption agreement in the form attached hereto as Exhibit C, and (BC) such other instruments of sale, transfer, conveyance, conveyance and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assignment and assumption agreement in the form attached hereto as Exhibit C C, and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified Parties shall make payments and deliveries in accordance with Section 2(c) above1.02 herein.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a4(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property Lease and other Assumed Contract assignments and Intellectual Property transfer documents), and bills of sale in form acceptable to the Buyer, (B) in such affidavits, transfer tax returns, memorandums of lease, and such other documents as may be necessary to provide public notice of existence of the form attached hereto as Exhibit B Leases, and (BC) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its their counsel reasonably may request; (iviii) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (Athe various certificates, instruments, and documents referred to in Section 4(b) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Seller and its counsel reasonably may requestbelow; and (viv) the Buyer will deliver to the Seller the consideration specified in Section 2(c1(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller Sellers will deliver to the Buyer the various deeds, assignments, certificates, instruments, instruments and documents referred to in Section 7(ass.7(a) below; (ii) the Buyer will deliver to the Seller Sellers the various certificates, instruments, and documents referred to in Section 7(bss.7(b) below; (iii) the Seller Sellers will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the form attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may requestrequest (including a deed for each Owned Site with statutory warranties regarding encumbrances created by the relevant Seller); (iv) the Buyer and the Sellers will execute and deliver the Master Tower Space Lease and Site Subleases substantially in the forms annexed hereto; (v) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and (B) Sellers such other instruments of assumption as the Seller Sellers and its their counsel reasonably may request; and (vvi) the Buyer will deliver to the Seller Sellers the consideration specified in Section 2(css.2(d) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a6(a) belowbelow (including, without limitation, the License Agreement); (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b6(b) belowbelow (including, without limitation, the License Agreement); (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the form forms attached hereto as Exhibit B Exhibits 2.1, 2.1(b), 2.2, 2.3 and 2.4 and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Seller will deliver to the Buyer all tangible forms of the Intellectual Property included within the Acquired Assets; (v) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C 2.5 and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (vvi) the Buyer will deliver to the Seller the consideration specified in Section 2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a6(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property an Assignment and Intellectual Property transfer documents) Assumption Agreement in the form attached hereto as Exhibit B C, (B) a Xxxx of Sale in the form attached hereto as Exhibit D, (C) the Escrow Agreement, (D) the Lockup Agreement, and (BE) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C Assignment and (B) such other instruments of assumption as the Seller and its counsel reasonably may requestAssumption Agreement; and (v) the Buyer will deliver to the Seller the consideration specified in Section 2(c) above.

Deliveries at the Closing. At the Closing, (ia) the Seller will deliver to the Buyer Purchaser the various certificates, instruments, and documents referred to in Section 7(a) belowArticle VII; (iib) the Buyer Purchaser will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b) belowArticle VIII; (iiic) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer Purchaser (Ai) assignments (including real property and Intellectual Property transfer documents) in the form forms attached hereto as Exhibit B A through C and (Bii) such other instruments of sale, transfer, conveyance, and assignment as the Buyer Purchaser and its their counsel may reasonably may request; (ivd) the Buyer Purchaser will execute, acknowledge (if appropriate), and deliver to the Seller (Ai) an assumption in the form attached hereto as Exhibit C D and (Bii) such other instruments of assumption as the Seller and its or their counsel may reasonably may request; and (ve) the Buyer Purchaser will deliver to the Seller the consideration specified in Section 2(c) 2.3 above.

Deliveries at the Closing. At the Closing, (i) the Seller will shall deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(asection 6(a) below; (ii) the Buyer will shall deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(bsection 6(b) below; (iii) the Seller will shall execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the form forms attached hereto as marked collectively Exhibit B A, if required, and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will shall execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C B, if required, and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will shall deliver to the Seller Seller, or on Seller's behalf, the consideration specified in Section 2(csection 2(b) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a6(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the form attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration Centra Shares specified in Section 2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(asection 6(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(bsection 6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) substantially in the form attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption agreement substantially in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver cash in the amount of the Final Purchase Price less the Questionable Receivables Discount to the Seller the consideration specified in Section 2(c) aboveSeller.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a6(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) substantially in the form attached hereto as Exhibit B A and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption agreement substantially in the form attached hereto as Exhibit C B and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver cash in the amount of the Final Purchase Price less the Questionable Receivables Discount to the Seller the consideration specified in Section 2(c) aboveSeller.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the form attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel may reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Seller and its counsel may reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified in Section 2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a) below5.01, including, without limitation, the Ancillary Agreements; (ii) the Buyer will deliver to the Seller the various certificates, instruments, instruments and documents referred to in Section 7(b) below5.02, including, without limitation, the Ancillary Agreements; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) a bill xx sale in the form of the Bill xx Sale and Assignment Agreement annexed hereto as Exhibit B (the "Bill xx Sale"), (B) appropriate assignments (including real property and Group Intellectual Property transfer documents) in the form attached hereto as Exhibit B and (BC) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form of the Assumption Agreement attached hereto as Exhibit C (the "Assumption Agreement") and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified in Section 2(c) above2.02.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a) below5.01, including, without limitation, the Ancillary Agreements; (ii) the Buyer will deliver to the Seller the various certificates, instruments, instruments and documents referred to in Section 7(b) below5.02, including, without limitation, the Ancillary Agreements; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) a xxxx of sale in the form of the Xxxx of Sale and Assignment Agreement annexed hereto as Exhibit B (the "Xxxx of Sale"), (B) appropriate assignments (including real property and Group Intellectual Property transfer documents) in the form attached hereto as Exhibit B and (BC) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form of the Assumption Agreement attached hereto as Exhibit C (the "Assumption Agreement") and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified in Section 2(c) above2.02.

Deliveries at the Closing. (i) At the Closing, (i) the Seller Company will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a(S) 5(a) below; (ii) the Buyer will deliver to the Seller Company the various certificates, instruments, and documents referred to in Section 7(b(S) 5(b) below; (iii) the Seller Company and the Stockholders will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property a consent and Intellectual estoppel with respect to the Leased Real Property transfer documents) in the form forms attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment documents as --------- the Buyer and its counsel may reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller Company (A) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption documents as the Seller Company and its the Stockholders and their counsel reasonably may request; and (v) the Buyer will deliver to the Seller Company the consideration specified in Section 2(c) aboveMerger Consideration.