Common use of Deliveries at the Closing Clause in Contracts

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers the various certificates, instruments, and documents referred to in Section 5(a) below; (ii) the Buyers will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers (A) assignments (including Intellectual Property transfer documents) in the forms attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties may determine are applicable; (iv) the 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 Parties may determine are applicable; and (v) the Buyers will deliver to the Seller the consideration specified in Section 1(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a7(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b7(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the forms form attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller the consideration specified in Section 1(c2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers the various certificates, instruments, and documents referred to in Section 5(a) below; (ii) the Buyers will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers (A) assignments (including Lease and other Assumed Contract assignments and Intellectual Property transfer documents) ), bills of sale and warranty deeds in the forms attached hereto as Exhibit B customary form, and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyers and their counsel reasonably may determine are applicablerequest; (iv) the 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers will deliver to the Seller the consideration specified in Section 1(c) aboveabove by wire transfer of good U.S. funds.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a) 7.01 below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b) 7.02 below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including Intellectual Property transfer documents) bxxx of sale in the forms form attached hereto as Exhibit B D, and (B) such other instruments of sale, transfer, conveyance, conveyance and assignment as the Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers will deliver to Parties shall make payments and deliveries of the Seller the consideration specified Purchase Price and Payment Shares in accordance with Section 1(c) above2.03 herein.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the forms attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller the consideration specified in Section 1(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller Sellers will deliver to the Buyers the various certificates, instruments, and documents referred to in Section 5(a) below; (ii) the Buyers will deliver to the Seller Sellers the various certificates, instruments, and documents referred to in Section 5(b) below; (iii) the Seller Sellers will execute, acknowledge (if appropriate), and deliver to the Buyers (A) assignments (including real property and Intellectual Property transfer documents) in the forms attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyers and Buyers' counsel reasonably may determine are applicablerequest; (iv) the 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 Parties Sellers and their counsel reasonably may determine are applicablerequest; and (v) the Buyers will deliver to the Seller Sellers the consideration specified in Section 1(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including real property lease assignments and Intellectual Property transfer documents) in the forms attached hereto as Exhibit B Exhibits B-1 through B-[ ] and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller the consideration specified in Section 1(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a§7(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b§7(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments an assignment and assumption agreement in substantially the form attached hereto as Exhibit A and such other assignment documents (including Intellectual Property transfer documents) in the forms attached hereto as Exhibit B reasonably acceptable to the Buyer and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller the consideration specified in Section 1(c§2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a) 7.01 below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b) 7.02 below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including Intellectual Property transfer documents) a bxxx of sale in the forms form attached hereto as Exhibit B E, and (B) such other instruments of sale, transfer, conveyance, conveyance and assignment as the Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Seller and its counsel reasonably may request;(v) the Parties may determine are applicable; shall make payments and (v) the Buyers will deliver to the Seller the consideration specified deliveries in accordance with Section 1(c) above2.03 herein.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers the various certificates, instruments, and documents referred to in Section 5(a) below; (ii) the Buyers will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers (A) assignments (including Lease and other Assumed Contract assignments and Intellectual Property transfer documents) ), bills of sale and warranty deeds in form acceptable to the forms attached hereto as Exhibit B Buyers, and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyers and their counsel reasonably may determine are applicablerequest; (iv) the 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers will deliver to the Seller the consideration specified in Section 1(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller Sellers will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(ass.6(a) below; (ii) the Buyers Buyer will deliver to the Seller Sellers the various certificates, instruments, and documents referred to in Section 5(bss.6(b) below; (iii) the Seller Sellers will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the forms attached hereto as Exhibit B C and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Sellers and their counsel reasonably may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller Sellers the consideration specified in Section 1(css.2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(ass.6(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(bss.6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers (A) assignments (including Intellectual Property transfer documents) in the forms attached hereto as Exhibit B and (B) Buyer assignments, bills of sale such other instruments of sale, transfer, conveyance, conveyance and assignment as the Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller the consideration Purchase Price specified in Section 1(css.2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller Sellers will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a) below; (ii) the Buyers Buyer will deliver to the Seller Sellers the various certificates, instruments, and documents referred to in Section 5(b) below; (iii) the Seller Sellers will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the forms attached hereto as Exhibit B C and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and their counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Sellers and their counsel reasonably may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller Sellers the consideration specified in Section 1(c) abovePurchase Price.

Deliveries at the Closing. At the Closing, (i) the Seller PTI will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a) 6.01 below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b) 6.02 below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including Intellectual Property transfer documents) a xxxx of sale in the forms 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 Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers will deliver to the Seller the consideration specified Parties shall make payments and deliveries in accordance with Section 1(c) above2.02 herein.

Deliveries at the Closing. At the Closing, (ia) the Seller will Sellers and Principals shall deliver to FTI and the Buyers each of the various certificates, instruments, and documents referred to in Section 5(a) below6.1; (iib) FTI and the Buyers will shall deliver to the Seller Sellers each of the various certificates, instruments, and documents referred to in Section 5(b) below6.2; (iiic) the Seller will Sellers shall execute, acknowledge (if appropriate), and deliver to FTI and the Buyers (A1) general assignments (including Intellectual Property transfer documents) and bills of sale in the forms 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 Parties Buyers reasonably may determine are applicablerequest; (ivd) the Buyers will 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 Parties Sellers reasonably may determine are applicablerequest; and (ve) the Buyers will shall deliver to the Seller Sellers the consideration specified in Section 1(c) aboveCash Payment and certificates representing the Shares.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers the various certificates, instruments, and documents referred to in Section 5(a) below; (ii) the Buyers will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers (A) assignments (including Intellectual Property transfer documents) in the forms form attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyers and Buyers' counsel reasonably may determine are applicablerequest; (iv) the 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers will deliver to the Seller the consideration specified in Section 1(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a6(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the forms attached hereto as Exhibit B acceptable to Buyer and/or its counsel and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller the consideration specified in Section 1(c2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller Sellers will deliver to the Buyers the various certificates, instruments, and documents referred to in Section 5(a) below; (ii) the Buyers will deliver to the Seller Sellers the various certificates, instruments, and documents referred to in Section 5(b) below; (iii) the Seller Sellers will execute, acknowledge (if appropriate), and deliver to the Buyers (A) assignments (including Lease and other Assumed Contract assignments and Intellectual Property transfer documents) ), bills of sale and warranty deeds in form acceptable to the forms attached hereto as Exhibit B Buyers, and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyers and their counsel reasonably may determine are applicablerequest; (iv) the 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 Parties Sellers and its counsel reasonably may determine are applicablerequest; and (v) the Buyers will deliver to the Seller Sellers the consideration specified in Section 1(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers the various certificates, instruments, and documents referred to in Section 5(ass. 7(a) below; , (ii) the Buyers will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(bss. 7(b) below; , (iii) the Seller will execute, acknowledge (if appropriate), ) and deliver to the Buyers (A) assignments (including Intellectual Property transfer documents) the transfer, assignment and assumption documents in the forms attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties may determine are applicable"D-1" through "D-4"; (iv) the Buyers will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption of the KEC Note in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Parties may determine are applicable"E"; and (v) the Buyers will deliver to the Seller the consideration specified in Section 1(css. 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 or before the Closing, : (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a6(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including Intellectual Property Proprietary Rights transfer documents) in the forms attached hereto as Exhibit B A and Exhibit C, and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel may determine are applicablereasonably request; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller the consideration Purchase Price specified in Section 1(c2(e) above.

Deliveries at the Closing. At the Closing, (i) the Seller ATR will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a) 6.01 below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b) 6.02 below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including Intellectual Property transfer documents) a xxxx of sale in the forms 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 Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers will deliver to the Seller the consideration specified Parties shall make payments and deliveries in accordance with Section 1(c) above2.02 herein.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a4(a) below; (ii) the Buyers Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including Lease and other Assumed Contract assignments and Intellectual Property transfer documents), and bills of sale in form acceptable to the Buyer, (B) such affidavits, transfer tax returns, memorandums of lease, and such other documents as may be necessary to provide public notice of existence of the Leases, and (C) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and their counsel reasonably may request; (iii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b4(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers (A) assignments (including Intellectual Property transfer documents) in the forms attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties may determine are applicable; (iv) the 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 Parties may determine are applicable; and (v) the Buyers Buyer will deliver to the Seller the consideration specified in Section 1(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a6(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers (A) Buyer assignments (including Intellectual Property transfer documents) in the forms attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller the consideration Centra Shares specified in Section 1(c2(c) above.

Deliveries at the Closing. (i) At the Closing, (i) the Seller Company will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section (S) 5(a) below; (ii) the Buyers Buyer will deliver to the Seller Company the various certificates, instruments, and documents referred to in Section (S) 5(b) below; (iii) the Seller Company and the Stockholders will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including Intellectual a consent and estoppel with respect to the Leased Real Property transfer documents) in the forms attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, documents as --------- the Buyer and assignment as the Parties its counsel may determine are applicablereasonably request; (iv) the Buyers 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 Parties Company and the Stockholders and their counsel reasonably may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller Company the consideration specified in Section 1(c) aboveMerger Consideration.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a§6(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b§6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) a xxxx of sale and assignments (including Real Property and Intellectual Property transfer documents) in the 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 Parties Buyer and its counsel may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel may determine are applicable; request and (v) each of the Buyers will Parties shall deliver to the Seller other Party an executed copy of the consideration specified in Section 1(c) aboveSoftware License Agreement and the Technology License Agreement.

Deliveries at the Closing. At the Closing, (i) the Seller Solo Parties will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a7(a) below; (ii) the Buyers Buyer will deliver to the Seller Solo Parties the various certificates, instruments, and documents referred to in Section 5(b7(b) below; (iii) the Seller Solo Parties will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including Intellectual Property real property and intellectual property transfer documents) in the 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 Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Solo Parties and their counsel reasonably may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller Solo Parties the consideration specified in Section 1(c2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(asection 6(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(bsection 6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including Intellectual Property transfer documents) substantially in the forms form attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers 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 1(c) aboveSeller.

Deliveries at the Closing. At the Closing, (i) the Seller Sellers will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a) 8.1 below; (ii) the Buyers Buyer will deliver to the Seller Sellers the various certificates, instruments, and documents referred to in Section 5(b) 8.2 below; (iii) the Seller Sellers will each execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including Intellectual Property transfer documents) a xxxx of sale in the forms form attached hereto as Exhibit B “A”, and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Sellers and their counsel reasonably may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller Sellers the consideration specified in Section 1(c2.1(b) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a6(a) belowbelow (including, without limitation, the License Agreement); (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b6(b) belowbelow (including, without limitation, the License Agreement); (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including Intellectual Property transfer documents) in the 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 Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (vvi) the Buyers Buyer will deliver to the Seller the consideration specified in Section 1(c2(c) above.

Deliveries at the Closing. (i) At the Closing, (i) the Seller and the Key Employees, as appropriate, will execute, acknowledge and/or deliver to the Buyers Purchaser: (A) the various certificates, instruments, and documents referred to in Section 5(a6(a) below; ; (iiB) the Buyers will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers (A) assignments (including Intellectual Property transfer documents) Bill xx Sale in the forms form attached hereto as Exhibit B and B; (BC) the Employment Agreements in the form attached hereto as Exhibit A; and (D) such other instruments of sale, transfer, conveyance, and assignment as the Parties Purchaser and its counsel may determine are applicable; reasonably request. (ivii) At the Buyers will Closing, the Purchaser will, as appropriate, execute, acknowledge (if appropriate), and and/or deliver to the Seller Seller: (A) an assumption the various certificates, instruments, and documents referred to in Section 6(b) below; (B) the Employment Agreements in the form attached hereto as Exhibit C and A; and (B) such other instruments of assumption as the Parties may determine are applicable; and (vC) the Buyers will deliver to the Seller the consideration specified in Section 1(c) abovePurchase Price.

Deliveries at the Closing. At the Closing, (i) the Seller Sellers will deliver to the Buyers Buyer the various deeds, assignments, certificates, instruments and documents referred to in ss.7(a) below; (ii) the Buyer will deliver to the Sellers the various certificates, instruments, and documents referred to in Section 5(a) below; (ii) the Buyers will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(bss.7(b) below; (iii) the Seller Sellers will execute, acknowledge (if appropriate), and deliver to the Buyers (A) assignments (including Intellectual Property transfer documents) in the forms attached hereto as Exhibit B and (B) Buyer such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel reasonably may determine are applicablerequest (including a deed for each Owned Site with statutory warranties regarding encumbrances created by the relevant Seller); (iv) the Buyers 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 Parties Sellers and their counsel reasonably may determine are applicablerequest; and (vvi) the Buyers Buyer will deliver to the Seller Sellers the consideration specified in Section 1(css.2(d) above.

Deliveries at the Closing. At the Closingclosing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a§6(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b§6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the forms attached hereto as Exhibit B Exhibits E-1 through E- and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel may determine are applicable; and (v) the Buyers will deliver to the Seller the consideration specified in Section 1(c) above.reasonably request

Deliveries at the Closing. At the Closing, (i) the Seller Sellers will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a6(a) below; (ii) the Buyers Buyer will deliver to the Seller Sellers the various certificates, instruments, and documents referred to in Section 5(b6(b) below; (iii) the Seller Sellers will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including any applicable real property and Intellectual Property transfer documents) in form and substance consistent with the forms 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 Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Sellers and their counsel reasonably may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller Sellers the consideration specified in Section 1(c2(f) abovebelow.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(ass.6(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(bss.6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the forms attached hereto as marked collectively Exhibit B C and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller Seller, or on Seller's behalf, the consideration specified in Section 1(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 Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a7(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b7(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including Intellectual Property transfer documents) an assignment in the forms attached hereto as form of Exhibit B A and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel may determine are applicablereasonably request; (iv) the Buyers 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 Parties Seller and its counsel may determine are applicablereasonably request; and (v) the Buyers Buyer will deliver to the Seller the consideration specified in Section 1(c2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a) 8.1 below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b) 8.2 below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including Intellectual Property transfer documents) a xxxx of sale in the forms form attached hereto as Exhibit B “A”, and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller the consideration specified in Section 1(c2.1(b) above.

Deliveries at the Closing. At the Closing, (i) the Seller ESC will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a) 6.01 below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b) 6.02 below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including Intellectual Property transfer documents) a bxxx of sale in the forms 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 Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers will deliver to the Seller the consideration specified Parties shall make payments and deliveries in accordance with Section 1(c) above2.02 herein.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(ass.6(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(bss.6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers (A) assignments (including Intellectual Property transfer documents) in the forms attached hereto as Exhibit B and (B) Buyer such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller the consideration Purchase Price specified in Section 1(css.2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller Sellers will deliver to the Buyers Buyer the various deeds, assignments, certificates, instruments and documents referred to in Section 7(a) below; (ii) the Buyer will deliver to the Sellers the various certificates, instruments, and documents referred to in Section 5(a) below; (ii) the Buyers will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b7(b) below; (iii) the Seller Sellers will execute, acknowledge (if appropriate), and deliver to the Buyers (A) assignments (including Intellectual Property transfer documents) in the forms attached hereto as Exhibit B and (B) Buyer such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel reasonably may determine are applicablerequest (including a deed for each Owned Site with statutory warranties regarding encumbrances created by the relevant Seller); (iv) the Buyers 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 Parties Sellers and their counsel reasonably may determine are applicablerequest; and (vvi) the Buyers Buyer will deliver to the Seller Sellers the consideration specified in Section 1(c2(d) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a6(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the forms attached hereto as Exhibit B C and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller the consideration specified in Section 1(c2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller Target will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(ass.6(a) below; (ii) the Buyers Buyer will deliver to the Seller Target the various certificates, instruments, and documents referred to in Section 5(bss.6(b) below; (iii) the Seller Target will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the forms form attached hereto as Exhibit B 2(e)-1 and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Target and its counsel reasonably may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller Target the consideration specified in Section 1(css.2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will Target shall deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(ass.6(a) below; (ii) the Buyers will Buyer shall deliver to the Seller Target the various certificates, instruments, and documents referred to in Section 5(bss.6(b) below; (iii) the Seller will Target shall execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including Intellectual Property transfer documents) an assignment and assumption agreement in the forms form attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers will Buyer 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 Parties Target and its counsel reasonably may determine are applicablerequest; and (v) the Buyers will Buyer shall deliver to the Seller Target the consideration specified in Section 1(css.2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a6(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including Intellectual Property transfer documents) an Assignment and Assumption Agreement in the forms 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 Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties may determine are applicableAssumption Agreement; and (v) the Buyers Buyer will deliver to the Seller the consideration specified in Section 1(c2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(aSec. 7(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(bSec. 7(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the 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 Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller the consideration specified in Section 1(cSec. 2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(ass.6(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(bss.6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers (A) assignments (including Intellectual Property transfer documents) in the forms attached hereto as Exhibit B and (B) Buyer such other instruments of sale, transfer, conveyance, and assignment as Buyer and its counsel reasonably may request to fully and effectually transfer the Parties may determine are applicableAcquired Assets to the Buyer; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller the consideration specified in Section 1(css.2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller NN will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a) 5.01 below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b) 6.02 below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including Intellectual Property transfer documents) a xxxx of sale in the forms 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 Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers will deliver to the Seller the consideration specified Parties shall make payments and deliveries in accordance with Section 1(c) above1.02 herein.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, agreements and documents referred to in Section 5(a6(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, agreements and documents referred to in Section 5(b6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including Intellectual Property transfer and license documents) in the forms attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller the consideration specified in Section 1(c2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller ISM will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a) 5.01 below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b) 6.02 below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including Intellectual Property transfer documents) a xxxx of sale in the forms 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 Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers will deliver to the Seller the consideration specified Parties shall make payments and deliveries in accordance with Section 1(c) above1.02 herein.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a6(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b6(a) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including Intellectual Property transfer documents) an Assignment in the forms 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 Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the 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 Parties may determine are applicable; and (v) the Buyers Buyer will deliver to the Seller the consideration specified in Section 1(c) 2 above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a7(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b7(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers (A) assignments (including Intellectual Property transfer documents) in the forms attached hereto as Exhibit B and (B) Buyer such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel may determine are applicablereasonably request; (iv) the Buyers 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 Parties Seller and its counsel may determine are applicablereasonably request; and (v) the Buyers Buyer will deliver to the Seller the consideration specified in Section 1(c2(c) above.

Deliveries at the Closing. At the Closing, (ia) the Seller Sellers will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a7.1, (b) below; (ii) the Buyers Buyer will deliver to the Seller Sellers the various certificates, instruments, and documents referred to in Section 5(b7.2, (c) below; (iii) the Seller Sellers will execute, acknowledge (if appropriate), ) and deliver to Buyer (i) a bill of sale in the Buyers form attached hereto as Exhibit E, (Aii) assignments assignmenxx (including Intellectual Property transfer documents) in the forms attached hereto as Exhibit B F and (Biii) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer reasonably may determine are applicablerequest; (ivd) the Buyers 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 Parties Sellers reasonably may determine are applicablerequest; and (ve) the Buyers Buyer will deliver to the Seller Sellers the consideration specified in Section 1(cSections 2.3(a) aboveand (b).

Deliveries at the Closing. At the Closing, (ia) the Seller will deliver to the Buyers Purchaser the various certificates, instruments, instruments and documents referred to in Section 5(a) below; 9.1, (iib) the Buyers Purchaser will deliver to the Seller the various certificates, instruments, instruments and documents referred to in Section 5(b) below; 9.2, (iiic) the Seller will execute, acknowledge (if appropriate), ) and deliver to the Buyers (A) assignments (including Intellectual Property transfer documents) Purchaser a xxxx of sale in the form attached as EXHIBIT B, intellectual property assignment documents in substantially the forms attached hereto as Exhibit B 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 Parties Purchaser and its counsel may determine are applicable; reasonably request, (ivd) the Buyers 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 Parties Seller and its counsel may determine are applicable; reasonably request and (ve) the Buyers Purchaser will deliver to the Seller the consideration portion of the Purchase Price to be paid on the Closing Date, as specified in Section 1(c) above2.5.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(aSECTION 7(a) below; , (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(bSECTION 7(b) below; , (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers (A) assignments (including Intellectual Property transfer Buyer stock certificates representing all of its Target Common Stock, endorsed in blank or accompanied by duly executed assignment documents) in the forms attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties may determine are applicable; (iv) the 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 Parties may determine are applicable; and (v) the Buyers Buyer will deliver to the Seller the consideration specified in Section 1(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 Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a6(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers 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 forms form attached hereto as Exhibit B M, and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller the consideration specified in Section 1(c2(c) above.

Deliveries at the Closing. At the Closing, (ia) the Seller Xxxx will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a) (S)7.1 below; (iib) the Buyers Buyer will deliver to the Seller Xxxx the various certificates, instruments, and documents referred to in Section 5(b) (S)7.2 below; (iiic) the Seller Xxxx will execute, acknowledge (if appropriate), and deliver to Buyer (i) a general warranty deed for the Buyers Real Property in substantially the form of Exhibit 2.6A; (Aii) assignments (including Intellectual Property transfer documents) an assignment and assumption agreement in substantially the forms 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 Parties Buyer and its counsel reasonably may determine are applicablerequest; (ivd) the Buyers 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 Parties Xxxx and its counsel reasonably may determine are applicablerequest; and (ve) the Buyers Buyer will deliver to Xxxx the Seller the consideration specified in Section 1(c) abovePurchase Price.

Deliveries at the Closing. At the Closing, (ia) the Seller will deliver to the Buyers Purchaser the various certificates, instruments, and documents referred to in Section 5(a) belowArticle VII; (iib) the Buyers Purchaser will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b) belowArticle VIII; (iiic) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Purchaser (Ai) assignments (including real property and Intellectual Property transfer documents) in the forms attached hereto as Exhibit B A through C and (Bii) such other instruments of sale, transfer, conveyance, and assignment as the Parties Purchaser and their counsel may determine are applicablereasonably request; (ivd) the Buyers 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 Parties Seller or their counsel may determine are applicablereasonably request; and (ve) the Buyers Purchaser will deliver to the Seller the consideration specified in Section 1(c) 2.3 above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to (including UCC filings) in Section 5(a6(a) below; below (ii) the Buyers will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including leases of real property and Intellectual Property transfer documents) in the forms attached hereto as Exhibit B under Schedule (A) and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel may determine are applicablereasonably request; (iviii) the Buyers 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 Parties Seller and its counsel may determine are applicablereasonably request; and (viv) the Buyers Buyer will deliver to the Seller the consideration specified in Section 1(c2(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, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(ass.7(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(bss.7(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including the sublease attached as Exhibit 2(f) and Intellectual Property transfer documents) in the forms attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel may determine are applicablereasonably request; (iv) the Buyers 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 Parties Seller and its counsel may determine are applicablereasonably request; and (v) the Buyers Buyer will deliver to the Seller and the consideration Escrow Agent the Purchase Price as specified in Section 1(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, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a) below5.01, including, without limitation, the Ancillary Agreements; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, instruments and documents referred to in Section 5(b) below5.02, including, without limitation, the Ancillary Agreements; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers 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 forms attached hereto as Exhibit B and (BC) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller the consideration specified in Section 1(c) above2.02.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a6(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including Intellectual Property transfer documents) substantially in the forms form attached hereto as Exhibit B A and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers 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 1(c) aboveSeller.

Deliveries at the Closing. At the Closing, (i) the Seller will shall deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a§6(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b§6(b) below; (iii) the Seller will shall execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including Intellectual Property real property and intellectual property transfer documents) in the forms attached hereto as Exhibit B form and substance reasonably acceptable to Buyer and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel may determine are applicablereasonably request; (iv) the Buyers will Buyer 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 Parties Seller and its counsel may determine are applicablereasonably request; and (v) the Buyers Buyer will deliver to the Seller the consideration specified in Section 1(c§2(c) above.

Deliveries at the Closing. At the Closing, : (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents documents, opinions and letters referred to in Section 5(a'6(a) below; ; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents documents, opinions and letters referred to in Section 5(b'6(b) below; ; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the 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 Parties Buyer and its counsel may determine are applicable; reasonably request; (iv) the Buyers Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption agreement in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Parties Seller and its counsel may determine are applicablerequest; and and (v) the Buyers Buyer will deliver to the Seller and to the Escrow the consideration specified in Section 1(c'2(c) above.

Deliveries at the Closing. At the Closing, (ia) the Seller Dxxx will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a) §7.1 below; (iib) the Buyers Buyer will deliver to the Seller Dxxx the various certificates, instruments, and documents referred to in Section 5(b) §7.2 below; (iiic) the Seller Dxxx will execute, acknowledge (if appropriate), and deliver to Buyer (i) a general warranty deed for the Buyers Real Property in substantially the form of Exhibit 2.6A; (Aii) assignments (including Intellectual Property transfer documents) an assignment and assumption agreement in substantially the forms 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 Parties Buyer and its counsel reasonably may determine are applicablerequest; (ivd) the Buyers 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 Parties Dxxx and its counsel reasonably may determine are applicablerequest; and (ve) the Buyers Buyer will deliver to Dxxx the Seller the consideration specified in Section 1(c) aboveEstimated Cash Purchase Price.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a§7(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b§7(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers (A) Buyer, deeds, assignments (including Intellectual Property transfer documents) in the forms attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as Buyer and its counsel or the Parties title company insuring title to the Owned Real Property reasonably may determine are applicablerequest; (iv) the Buyers 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 Seller and its counsel or the Parties title company insuring title to the Owned Real Property reasonably may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller the consideration specified in Section 1(c§2(c) aboveabove to be delivered at Closing.

Deliveries at the Closing. At the Closing, (i) the Seller Sellers will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a§8(a) below; (ii) the Buyers Buyer will deliver to the Seller Sellers the various certificates, instruments, and documents referred to in Section 5(b§8(b) below; (iii) the Seller Sellers will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including the Assignment, Assumption and Bxxx of Sale and Assignment of Intellectual Property transfer documents) in the 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 Parties Buyer and its counsel may determine are applicablereasonably request; (iv) the Buyers 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 Parties Sellers and its counsel may determine are applicablereasonably request; and (v) the Buyers Buyer will deliver to Sellers and the Seller Escrow Agent the consideration specified in Section 1(c§2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a) below5.01, including, without limitation, the Ancillary Agreements; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, instruments and documents referred to in Section 5(b) below5.02, including, without limitation, the Ancillary Agreements; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers 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 forms attached hereto as Exhibit B and (BC) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller the consideration specified in Section 1(c) above2.02.

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a7(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b7(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers (A) Buyer assignments (including real property and Intellectual Property transfer documents) in the forms attached hereto as Exhibit B and (B) such other instruments of sale, transfer, transfer and conveyance, and assignment in such form, as the Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller the consideration Base Price specified in Section 1(c2(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 will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(ass.6(a) below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(bss.6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the forms attached hereto as marked collectively Exhibit B C and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers Buyer will deliver to the Seller Seller, or on Seller's behalf, the consideration specified in Section 1(css.2(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller Xxxxxxxxx will deliver to the Buyers Buyer the various certificates, instruments, and documents referred to in Section 5(a) 6.01 below; (ii) the Buyers Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b) 6.02 below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers Buyer (A) assignments (including Intellectual Property transfer documents) a xxxx of sale in the forms form attached hereto as Exhibit B C, and (B) such other instruments of sale, transfer, conveyance, conveyance and assignment as the Parties Buyer and its counsel reasonably may determine are applicablerequest; (iv) the Buyers 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 Parties Seller and its counsel reasonably may determine are applicablerequest; and (v) the Buyers will deliver to the Seller the consideration specified Parties shall make payments and deliveries in accordance with Section 1(c) above2.02 herein.