Common use of Deliveries at the Initial Closing Clause in Contracts

Deliveries at the Initial Closing. (a) On or prior to the Initial Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (i), (ii), (iii) and (v) of Section 2.5(b); (ii) this Agreement duly executed by the Company; (iii) evidence of the filing of the Certificate of Designation with the Secretary of State of the State of Nevada; (iv) a legal opinion of Company Counsel, substantially in the form attached as Exhibit B; (v) a legal opinion of Company Nevada Counsel, substantially in the form attached as Exhibit C; (vi) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate or uncertificated indicia evidencing a number of Preferred Shares (rounded down to the nearest whole number) equal to such Purchaser’s Initial Closing Purchase Price divided by the Per Share Purchase Price, registered in the name of such Purchaser; and (vii) following the Company’s receipt of such Purchaser’s Initial Closing Purchase Price, a cross receipt executed by the Company and delivered to such Purchaser certifying that it has received the Initial Closing Purchase Price from such Purchaser as of the Initial Closing Date. (b) On or prior to the Initial Closing Date, each Purchaser agrees, severally and not jointly, to deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Initial Closing Purchase Price by wire transfer to the account specified by the Company; (iii) a Form W-9, or W-8-IMY, as applicable, executed by such Purchaser; and (iv) a cross-receipt executed by such Purchaser and delivered to the Company certifying that such Purchaser has received the Securities purchased by such Purchaser from the Company on the Initial Closing Date.

Deliveries at the Initial Closing. (a) On At the Initial Closing, Comcast shall deliver to BTH the Initial Closing Payment as set forth in Section 1.2. (b) At the Initial Closing, simultaneously with the delivery of the Initial Closing Payment as provided in Section 8.2(a), (i) BTH shall transfer to Comcast good, valid and marketable title to, and shall deliver to Comcast a certificate or prior certificates representing, 49% of the issued and outstanding shares of capital stock of the BTH Subsidiaries and (ii) US Cable shall deliver to Comcast good, valid and marketable title to, and shall deliver to Comcast certificates representing (x) the Class A Shares and (y) subject to any rights which may exist pursuant to Section 4.5 of the Jonex Xxxpanies Shareholders Agreements shall deliver certificates representing the Affiliate Stock, accompanied by appropriate stock power(s) in form reasonably satisfactory to Comcast, which shares shall be free and clear of any Claims. Notwithstanding the foregoing, in the event that US Cable is required to sell the Affiliate Stock to Jonex xx a result of the exercise by Jonex xx any Affiliate of Jonex xx any rights of first refusal under the Jonex Xxxpanies Shareholders Agreements, US Cable shall have no obligation to deliver the Affiliate Stock and the amount of the Purchase Price shall be reduced by the amount received by BTH from Jonex xx his Affiliates with respect to such Affiliate Stock. If BTH receives such payment from Jonex xxxor to the Initial Closing Date, then the Company Initial Purchase Price shall deliver or cause to be delivered to each Purchaser the following: (i) a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (i), (ii), (iii) and (v) of Section 2.5(b); (ii) this Agreement duly executed reduced by the Company; (iii) evidence of the filing of the Certificate of Designation with the Secretary of State of the State of Nevada; (iv) a legal opinion of Company Counsel, substantially in the form attached as Exhibit B; (v) a legal opinion of Company Nevada Counsel, substantially in the form attached as Exhibit C; (vi) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate or uncertificated indicia evidencing a number of Preferred Shares (rounded down to the nearest whole number) equal to such Purchaser’s Initial Closing Purchase Price divided by the Per Share Purchase Price, registered in the name amount of such Purchaserpayment; and (vii) following the Company’s receipt of otherwise, BTH shall promptly refund such Purchaser’s Initial Closing Purchase Price, a cross receipt executed by the Company and delivered amount to such Purchaser certifying that it has received Comcast plus interest accrued since the Initial Closing Purchase Price from such Purchaser as of Date at the Initial Closing Date. (b) On or prior to Applicable Rate. In the event that on the Initial Closing Date, each Purchaser agrees, severally and not jointly, U.S. Cable is unable to deliver or cause to be delivered to the CompanyAffiliate Stock until it has complied with any rights of first refusal under the Jonex Xxxpanies Shareholders Agreements, U.S. Cable shall deliver the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Initial Closing Purchase Price by wire transfer to certificates representing the account specified by Affiliate Stock as provided above as soon as U.S. Cable shall have complied with its obligations under the Company; (iii) a Form W-9, or W-8-IMY, as applicable, executed by such Purchaser; and (iv) a cross-receipt executed by such Purchaser and delivered to the Company certifying that such Purchaser has received the Securities purchased by such Purchaser from the Company on the Initial Closing DateJonex Xxxpanies Shareholders Agreement.

Deliveries at the Initial Closing. (a) On At the Initial Closing, Comcast shall deliver to BTH the Initial Closing Payment as set forth in Section 1.2. (b) At the Initial Closing, simultaneously with the delivery of the Initial Closing Payment as provided in Section 8.2(a), (i) BTH shall transfer to Comcast good, valid and marketable title to, and shall deliver to Comcast a certificate or certificates representing, 49% of the issued and outstanding shares of capital stock of the BTH Subsidiaries and (ii) US Cable shall deliver to Comcast good, valid and marketable title to, and shall deliver to Comcast certificates representing (x) the Class A Shares and (y) subject to any rights which may exist pursuant to Section 4.5 of the Xxxxx Companies Shareholders Agreements shall deliver certificates representing the Affiliate Stock, accompanied by appropriate stock power(s) in form reasonably satisfactory to Comcast, which shares shall be free and clear of any Claims. Notwithstanding the foregoing, in the event that US Cable is required to sell the Affiliate Stock to Xxxxx as a result of the exercise by Xxxxx or any Affiliate of Xxxxx of any rights of first refusal under the Xxxxx Companies Shareholders Agreements, US Cable shall have no obligation to deliver the Affiliate Stock and the amount of the Purchase Price shall be reduced by the amount received by BTH from Xxxxx or his Affiliates with respect to such Affiliate Stock. If BTH receives such payment from Xxxxx prior to the Initial Closing Date, then the Company Initial Purchase Price shall deliver or cause to be delivered to each Purchaser the following: (i) a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (i), (ii), (iii) and (v) of Section 2.5(b); (ii) this Agreement duly executed reduced by the Company; (iii) evidence of the filing of the Certificate of Designation with the Secretary of State of the State of Nevada; (iv) a legal opinion of Company Counsel, substantially in the form attached as Exhibit B; (v) a legal opinion of Company Nevada Counsel, substantially in the form attached as Exhibit C; (vi) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate or uncertificated indicia evidencing a number of Preferred Shares (rounded down to the nearest whole number) equal to such Purchaser’s Initial Closing Purchase Price divided by the Per Share Purchase Price, registered in the name amount of such Purchaserpayment; and (vii) following the Company’s receipt of otherwise, BTH shall promptly refund such Purchaser’s Initial Closing Purchase Price, a cross receipt executed by the Company and delivered amount to such Purchaser certifying that it has received Comcast plus interest accrued since the Initial Closing Purchase Price from such Purchaser as of Date at the Initial Closing Date. (b) On or prior to Applicable Rate. In the event that on the Initial Closing Date, each Purchaser agrees, severally and not jointly, U.S. Cable is unable to deliver or cause to be delivered to the CompanyAffiliate Stock until it has complied with any rights of first refusal under the Xxxxx Companies Shareholders Agreements, U.S. Cable shall deliver the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Initial Closing Purchase Price by wire transfer to certificates representing the account specified by Affiliate Stock as provided above as soon as U.S. Cable shall have complied with its obligations under the Company; (iii) a Form W-9, or W-8-IMY, as applicable, executed by such Purchaser; and (iv) a cross-receipt executed by such Purchaser and delivered to the Company certifying that such Purchaser has received the Securities purchased by such Purchaser from the Company on the Initial Closing DateXxxxx Companies Shareholders Agreement.

Deliveries at the Initial Closing. (a) On or prior to At the Initial Closing DateClosing, the Company shall deliver or cause to be delivered to each Purchaser the followingInvestor: (i) a certificate, executed on behalf certified copy of the Company by Certificate of Designation for the Class AA Preferred Stock in the form of Exhibit A hereto, evidencing its Chief Executive Officer or its Chief Financial Officerfiling with, dated as and acceptance by, the office of the Closing Date, certifying Secretary of State of the State of Nevada subsequent to the fulfillment consummation of the conditions specified in subsections Preliminary Transactions (i), (ii), (iii) and (v) the “Certificate of Section 2.5(bDesignation”); (ii) this Agreement duly executed by a certified copy of the amendment (the “Articles Amendment”) of the Articles of Incorporation of the Company; , as amended from time to time (iii) evidence the “Articles”), in the form of Exhibit B hereto, evidencing its filing with, and acceptance by, the filing office of the Certificate of Designation with the Secretary of State of the State of Nevada; (iii) a stock certificate representing the Initial Closing Shares, duly executed by the Company, registered in the name of Investor or its nominee; (iv) a legal an opinion of Nevada counsel to the Company Counselas to the valid issuance, substantially in full payment for, and non-assessability of the form attached Class AA Preferred Stock to be issued by the Company pursuant to the terms of this Agreement, including the Initial Closing Shares being issued by the Company to Investor on the Initial Closing Date, and as Exhibit Bto such other customary matters as Investor shall request; (v) a legal opinion counterpart of Company Nevada Counselthe Stockholder Agreement, substantially duly executed by the Company, in the form attached as of Exhibit CC hereto (the “Stockholder Agreement”); (vi) a copy evidence reasonably satisfactory to Investor as to the election of the irrevocable instructions Investor Designees to the Transfer Agent instructing Company’s Board of Directors, and that such Investor Designees constitute a majority of the Transfer Agent to deliver, on Board of Directors; (vii) a counterpart of an expedited basis, a certificate or uncertificated indicia evidencing a number Indemnification Agreement in favor of Preferred Shares (rounded down each Investor designee to the nearest whole number) equal to such PurchaserCompany’s Initial Closing Purchase Price divided Board of Directors, in the form of Exhibit D hereto, duly executed by the Per Share Purchase Price, registered in Company (the name of such Purchaser“Indemnification Agreement”); and (viiviii) following the Company’s receipt of such Purchaser’s Initial Closing Purchase Price, a cross receipt executed by all other instruments and certificates that the Company and delivered is required to such Purchaser certifying that it has received deliver pursuant to the Initial Closing Purchase Price from such Purchaser as terms of the Initial Closing Datethis Agreement. (b) On or prior to At the Initial Closing DateClosing, each Purchaser agrees, severally and not jointly, to Investor shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed payment in full of the purchase price for the Initial Closing Shares, which shall be delivered in the form of wire transfer of immediately available funds to an account designated in writing by the Company; provided, however, that the Company hereby irrevocably instructs Investor to deduct from such Purchaser;wire and pay over to Lender such amount as is sufficient to pay all amounts due with respect to the Loans or under the Note. (ii) such Purchaser’s Initial Closing Purchase Price by wire transfer to a counterpart of the account specified Stockholder Agreement, duly executed by the Company;Investor; and (iii) a Form W-9, or W-8-IMY, as applicable, executed by such Purchaser; and (iv) a cross-receipt executed by such Purchaser all other instruments and delivered certificates that Investor is required to deliver pursuant to the Company certifying that such Purchaser has received the Securities purchased by such Purchaser from the Company on the Initial Closing Dateterms of this Agreement.

Deliveries at the Initial Closing. (a) On At or prior to the Initial Closing DateClosing, the parties hereto shall make the following deliveries and take the following actions: (a) The Company shall deliver or cause to be delivered to each Purchaser the followingInvestor: (i) a certificatecertificate or certificates representing the number of Initial Acquired Shares, executed on behalf registered in the name of the Company Investor in the amounts requested by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying Investor prior to the fulfillment Initial Closing, with all transfer and documentary taxes paid, free and clear of the conditions specified in subsections (i), (ii), (iii) and (v) of Section 2.5(b)all Liens; (ii) this Agreement duly an executed by copy of the Company;Investor Rights Agreement, (iii) evidence true and correct copies of: (A) the Articles of Incorporation of the filing Company, as amended through the Initial Closing Date and including the Articles Supplementary and all other articles supplementary, certified by the SDAT on or about the Initial Closing Date, (B) the Bylaws of the Certificate Company, as amended through the Initial Closing Date, and (c) a certificate of Designation good standing, dated on or about the Initial Closing Date, with respect to the Secretary of State of the State of NevadaCompany issued by SDAT; (iv) a legal opinion an executed copy of Company CounselAmendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of MedEquities Realty Operating Partnership, LP, substantially in the form attached hereto as Exhibit B; (v) a legal opinion copies of the resolutions, written consents or other corporate action taken by the Board of Directors and, to the extent required, of the shareholders of the Company Nevada Counselevidencing the taking of all corporate action necessary to authorize and approve the execution and delivery of this Agreement and the other Transaction Documents (the “Resolutions”), substantially in and the form attached as Exhibit Cconsummation of the Investment Transaction; (vi) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate or uncertificated indicia evidencing a number of Preferred Shares (rounded down to the nearest whole number) equal to such Purchaser’s Initial Closing Purchase Price divided by the Per Share Purchase Price, registered in the name of such Purchaser; and (vii) following the Company’s receipt of such Purchaser’s Initial Closing Purchase Price, a cross receipt duly executed by the Company and delivered to such Purchaser certifying that it has received the Initial Closing Purchase Price from such Purchaser dated as of the Initial Closing from the secretary of the Company certifying as to: (A) the Organizational Documents of the Company, (B) the Resolutions, and (C) and the capitalization of the Company, which certificate shall be in a form reasonably acceptable to the Investor; (vii) an opinion of Xxxxxxxx & Xxxxxxxx LLP, dated as of the Initial Closing Date and in substantially the form attached hereto as Exhibit C, to the effect that (A) the Company has been organized and has operated in conformity with the requirements for qualification and taxation as a real estate investment trust (“REIT”) under the Code for its short taxable year ended December 31, 2014, and the Company’s current and proposed method of operation will enable it to continue to qualify as a REIT under the Code through the Final Closing Date, (B) the Acquired Shares, when issued against payment therefor in accordance with the provisions of this Agreement, will be duly authorized and validly issued, fully paid and nonassessble shares of the Company. Such opinion shall be based upon customary assumptions and customary representations made by the Company and the Company’s Subsidiaries and (C) the approval and filing of the Articles supplementary and the issuance of the Acquired Shares will not violate the terms of the Company Credit Agreement; (viii) a statement of the Tangible Net Worth of the Company as of December 31, 2014 certified by the chief financial officer of Company, which Tangible Net Worth shall not be less than $100,000,000 as of the Initial Closing; and (ix) the Closing Fee (as defined in Section 8.2), by wire transfer of immediately available funds to an account designated by the Investor in writing not less than two (2) business days prior to the Initial Closing. (b) On or prior to the Initial Closing Date, each Purchaser agrees, severally and not jointly, to The Investor shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed the Initial Purchase Payment, by such Purchaser;wire transfer of immediately available funds to an account designated by the Company in writing not less than two (2) business days prior to the Initial Closing; and (ii) such Purchaser’s Initial Closing Purchase Price by wire transfer to an executed copy of the account specified by the Company; (iii) a Form W-9, or W-8-IMY, as applicable, executed by such Purchaser; and (iv) a cross-receipt executed by such Purchaser and delivered to the Company certifying that such Purchaser has received the Securities purchased by such Purchaser from the Company on the Initial Closing DateInvestor Rights Agreement.

Deliveries at the Initial Closing. At the Initial Closing: (a) On or prior The Seller and its Subsidiaries will deliver to the Initial Closing DateBuyer the various certificates, instruments and documents required of each of them under Section 6.1 (including the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified consents described in subsections (iSection 6.1(d), (ii), (iii) and (v) of Section 2.5(b); (b) The Sellers will execute, acknowledge (if appropriate), and deliver to the Buyer: (i) an assignment of copyrights substantially in the form attached hereto as Exhibit B-1 (the “Assignment of Copyrights”); (ii) this Agreement duly executed by the Company; (iii) evidence an assignment of the filing of the Certificate of Designation with the Secretary of State of the State of Nevada; (iv) a legal opinion of Company Counseltrademarks, substantially in the form attached hereto as Exhibit B; B-2 (vthe “Assignment of Trademarks”); (iii) a legal opinion an assignment of Company Nevada Counsel, patents substantially in the form attached hereto as Exhibit CB-3; (the “Assignment of Patents”); (iv) an assignment of domain names substantially in the form attached hereto as Exhibit B-4 (the “Assignment of Domain Names”); (v) a Transition Services Agreement; and (vi) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel may reasonably request to transfer the Company Intellectual Property; (vic) a copy The Buyer will deliver to the Sellers the various certificates, instruments and documents required under Section 6.2 and the Sellers and the Buyer will execute, acknowledge (if appropriate), and deliver an Assumption Agreement substantially in the form attached hereto as Exhibit B-5 (the “Assumption Agreement”) with respect to the Licenses; (d) The Buyer and the Sellers will cause the delivery of the irrevocable instructions consideration as provided in Section 2.5(c); (e) The Sellers shall put the Buyer in possession of the Company Intellectual Property, free and clear of all Liens (other than Permitted Liens and except for Assumed Liabilities as and to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate or uncertificated indicia evidencing a number of Preferred Shares (rounded down to the nearest whole number) equal to such Purchaser’s Initial Closing Purchase Price divided by the Per Share Purchase Price, registered extent expressly provided in the name of such Purchaserthis Agreement); and (viif) following The Buyer will execute and deliver to the Company’s receipt Sellers a limited, non-transferable (except to agents of such Purchaser’s Initial Closing Purchase Price, a cross receipt executed Sellers) license of the Company Intellectual Property owned by the Sellers and a sublicense of the Company Intellectual Property licensed by the Sellers, provided that the Sellers shall have obtained on terms satisfactory to the Buyer any approvals, consents or authorizations required from the licensor of any of the Company Intellectual Property being sublicensed to Sellers and delivered to such Purchaser certifying the stores that it has received are not Stores but are operating under the name “FAO Xxxxxxx” on the Execution Date. This license and sublicense shall be solely for the purpose of selling the inventory at each Store for the period extending from the Initial Closing Purchase Price from Date through the Final Closing Date applicable to such Purchaser Store and at other FAO Xxxxxxx stores through a date not later than March 30, 2004, and shall be substantially in the form attached hereto as of the Initial Closing DateExhibit B-6. (b) On or prior to the Initial Closing Date, each Purchaser agrees, severally and not jointly, to deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Initial Closing Purchase Price by wire transfer to the account specified by the Company; (iii) a Form W-9, or W-8-IMY, as applicable, executed by such Purchaser; and (iv) a cross-receipt executed by such Purchaser and delivered to the Company certifying that such Purchaser has received the Securities purchased by such Purchaser from the Company on the Initial Closing Date.

Deliveries at the Initial Closing. At the Initial Closing: (a) On or prior Seller will deliver, and Parent will cause Seller to deliver, to Buyer: (i) An officer’s certificate, substantially in the form of Exhibit D-1, dated as of the Initial Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a certificate, duly executed on behalf of the Company by its Chief Executive Officer or its Chief Financial OfficerSeller’s behalf, dated as of the Closing Date, certifying to the fulfillment of the conditions whether each condition specified in subsections (iSections 7.2(a), (ii), (iii7.2(b) and (v7.2(c) of Section 2.5(b);has been satisfied. (ii) this Agreement duly executed by the Company; (iii) evidence of the filing of the Certificate of Designation with the Secretary of State of the State of Nevada; (iv) a legal opinion of Company CounselA secretary’s certificate, substantially in the form attached of Exhibit E, dated as of such Closing Date, duly executed on Seller’s behalf. (iii) A non-foreign certification (in form and substance reasonably satisfactory to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2). (iv) A transition services agreement (the “Transition Services Agreement”), in the form of Exhibit B;G, duly executed by Seller pursuant to which Seller provides or arranges for the provision of certain infrastructure, billing and collection services on an interim basis to the imaging centers included as part of the Purchased Assets subsequent to the Closing Date. (v) a legal opinion of Company Nevada Counsel, substantially A noncompetition agreement (the “Noncompetition Agreement”) in the form attached as of Exhibit C;H, duly executed by Seller and Parent, respectively. (vi) a copy One or more grant deeds in recordable form with respect to each parcel of Owned Real Estate set forth on Schedule I of the irrevocable instructions Seller Disclosure Schedule, each in form and substance reasonably satisfactory to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate or uncertificated indicia evidencing a number of Preferred Shares (rounded down to the nearest whole number) equal to such Purchaser’s Initial Closing Purchase Price divided Buyer and its legal counsel and duly executed by the Per Share Purchase Price, registered in the name of such Purchaser; andSeller. (vii) following A legal opinion of the Company’s receipt of such Purchaser’s Initial Closing Purchase Priceoutside counsel listed in Section 10.4, a cross receipt executed by in the Company form and delivered substance as set forth in Exhibit I-1, addressed to such Purchaser certifying that it has received the Initial Closing Purchase Price from such Purchaser Buyer and dated as of the Initial Closing Date. (viii) The Audited Financial Statements. (ix) All invoices received from KPMG LLP relating to the preparation and delivery of the Audited Financial Statements. (b) On or prior Buyer will deliver to the Initial Closing Date, each Purchaser agrees, severally and not jointly, to deliver or cause to be delivered to the Company, the followingSeller: (i) this Agreement duly executed by such Purchaser;An amount equal to the Closing Purchase Price on the Initial Closing Date in accordance with Section 2.5(f). (ii) such Purchaser’s Initial Closing Purchase Price by An amount, via wire transfer of immediately available funds to an account designated by Seller, equal to 50% of the account specified fees of KPMG LLP incurred in connection with the preparation and delivery of the Audited Year End Financials for Seller’s Business and the Audited Interim Financials for Seller’s Business, as reflected on the invoices delivered pursuant to Section 2.6(a)(ix); provided, however, that the amount payable by the Company;Buyer hereunder shall not exceed $100,000. (iii) a Form W-9An officer’s certificate, or W-8-IMYsubstantially in the form of Exhibit K-1, duly executed on Buyer’s behalf, as applicable, executed by such Purchaser; andto whether each condition specified in Sections 7.3(a) and 7.3(b) has been satisfied. (iv) a cross-receipt A secretary’s certificate, substantially in the form of Exhibit L, duly executed by such Purchaser on Buyer’s behalf. (v) A legal opinion of the outside counsel listed in Section 10.4 in the form and delivered substance as set forth in Exhibit M-1, addressed to the Company certifying that such Purchaser has received the Securities purchased by such Purchaser from the Company on Seller and dated as of the Initial Closing Date.;

Deliveries at the Initial Closing. (a) On At the Initial Closing, Comcast shall deliver to BTH the Initial Closing Payment as set forth in Section 1.2. (b) At the Initial Closing, simultaneously with the delivery of the Initial Closing Payment as provided in Section 8.2(a), (i) BTH shall transfer to Comcast good, valid and marketable title to, and shall deliver to Comcast a certificate or certificates representing, 49% of the issued and outstanding shares of capital stock of the BTH Subsidiaries and (ii) US Cable shall deliver to Comcast good, valid and marketable title to, and shall deliver to Comcast certificates representing (x) the Class A Shares and (y) subject to any rights which may exist pursuant to Section 4.5 of the Jones Companies Shareholders Agreements shall deliver certificates xxxxxsenting the Affiliate Stock, accompanied by appropriate stock power(s) in form reasonably satisfactory to Comcast, which shares shall be free and clear of any Claims. Notwithstanding the foregoing, in the event that US Cable is required to sell the Affiliate Stock to Jones as a result of the exercise by Jones or any Affiliate of Jonex xx any rights of first refusal undex xxx Jones Companies Sharxxxxxers Agreements, US Cable shall have no oblxxxxxon to deliver the Affiliate Stock and the amount of the Purchase Price shall be reduced by the amount received by BTH from Jones or his Affiliates with respect to such Affiliate Stock. If BTX xxxeives such payment from Jones prior to the Initial Closing Date, then the Company Initial Purchase Xxxxx shall deliver or cause to be delivered to each Purchaser the following: (i) a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (i), (ii), (iii) and (v) of Section 2.5(b); (ii) this Agreement duly executed reduced by the Company; (iii) evidence of the filing of the Certificate of Designation with the Secretary of State of the State of Nevada; (iv) a legal opinion of Company Counsel, substantially in the form attached as Exhibit B; (v) a legal opinion of Company Nevada Counsel, substantially in the form attached as Exhibit C; (vi) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate or uncertificated indicia evidencing a number of Preferred Shares (rounded down to the nearest whole number) equal to such Purchaser’s Initial Closing Purchase Price divided by the Per Share Purchase Price, registered in the name amount of such Purchaserpayment; and (vii) following the Company’s receipt of otherwise, BTH shall promptly refund such Purchaser’s Initial Closing Purchase Price, a cross receipt executed by the Company and delivered amount to such Purchaser certifying that it has received Comcast plus interest accrued since the Initial Closing Purchase Price from such Purchaser as of Date at the Initial Closing Date. (b) On or prior to Applicable Rate. In the event that on the Initial Closing Date, each Purchaser agrees, severally and not jointly, U.S. Cable is unable to deliver or cause to be delivered to the CompanyAffiliate Stock until it has complied with any rights of first refusal under the Jones Companies Shareholders Agreements, U.S. Cable shall deliver txx xxrtificates representing the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Initial Closing Purchase Price by wire transfer to Affiliate Stock as provided above as soon as U.S. Cable shall have complied with its obligations under the account specified by the Company; (iii) a Form W-9, or W-8-IMY, as applicable, executed by such Purchaser; and (iv) a cross-receipt executed by such Purchaser and delivered to the Company certifying that such Purchaser has received the Securities purchased by such Purchaser from the Company on the Initial Closing DateJones Companies Shareholders Agreement.