Common use of Final Closing Clause in Contracts

Final Closing. At the Final Closing, the Buyer shall deliver to the Sellers: (i) an amount in cash (the “Final Closing Cash Payment”) equal to (A) the Final Closing Purchase Price, minus (B) the amount of the Estimated Final Closing Net Working Capital Deficit, if any, plus (C) the amount of the Estimated Final Closing Net Working Capital Surplus, if any, minus (D) the amount of the Estimated Final Closing Other Third-Party Brand Deficit, if any, plus (E) the amount of the Estimated Final Closing Other Third-Party Brand Surplus, if any, minus (F) the amount of the Estimated Final Closing DP Deficit, if any, plus (G) the amount of the Estimated Final Closing DP Surplus, if any, minus (H) the amount of the Estimated Final Closing Residual Transferred Assets Deficit, if any, plus (I) the amount of the Estimated Final Closing Residual Transferred Assets Surplus, if any, minus (J) the amount of the Estimated Final Closing Other Assets and Liabilities Deficit, if any, plus (K) the amount of the Estimated Final Closing Other Assets and Liabilities Surplus, if any, minus (L) the Estimated Final Closing Retained Assets Amount, plus (M) the Estimated Final Closing Retained Liabilities Amount, by wire transfer in immediately available funds, to an account or accounts as directed by the Sellers, provided that the Sellers will designate such account or accounts no later than three (3) Business Days prior to the anticipated Final Closing Date; (ii) the Final Closing Xxxx of Sale, Assignment and Assumption Agreement, duly executed by the Buyer; (iii) with respect to each Leased Real Property included within the Final Closing Transferred Assets, an Assignment and Assumption of Lease, duly executed by the Buyer and, if necessary, the Buyer’s signature shall be witnessed and/or notarized; and (iv) the other documents and certificates required to be delivered pursuant to Section 7.03(b).

Final Closing. At On or before 1:00 p.m., Orlando, Florida time, on September 3, 2019, or by such other time on that date as may be mutually agreed upon by the Final Closing, the Buyer shall deliver to the Sellers: (i) an amount in cash Agency and Lender (the “Final Closing Cash PaymentDate”) equal to ), (Ai) the Final Closing Purchase PriceAgency will, minus subject to the terms and conditions hereof including the delivery by the Lender of those documents set forth in Section 4.3, deliver or cause to be delivered to the Lender the documents required of the Agency by Section 4.2 hereof and (Bii) the amount Lender will, subject to the terms and conditions hereof, accept such delivery and pay or cause to be paid the Purchase Price of the Estimated Final Closing Net Working Capital Deficit, if any, plus (C) the amount of the Estimated Final Closing Net Working Capital Surplus, if any, minus (D) the amount of the Estimated Final Closing Other Third-Party Brand Deficit, if any, plus (E) the amount of the Estimated Final Closing Other Third-Party Brand Surplus, if any, minus (F) the amount of the Estimated Final Closing DP Deficit, if any, plus (G) the amount of the Estimated Final Closing DP Surplus, if any, minus (H) the amount of the Estimated Final Closing Residual Transferred Assets Deficit, if any, plus (I) the amount of the Estimated Final Closing Residual Transferred Assets Surplus, if any, minus (J) the amount of the Estimated Final Closing Other Assets and Liabilities Deficit, if any, plus (K) the amount of the Estimated Final Closing Other Assets and Liabilities Surplus, if any, minus (L) the Estimated Final Closing Retained Assets Amount, plus (M) the Estimated Final Closing Retained Liabilities Amount, Series 2019A Bonds as set forth in Section 2.2 hereof by wire transfer in immediately available funds, funds to an account or accounts the order of the Agency (all of the foregoing described transactions are herein called the “Final Closing”). Delivery and payment as directed aforesaid shall be made at such place as may be mutually agreed upon by the SellersAgency and Lender. If the Agency is unable, provided that as of the Sellers will designate such account or accounts no later than three (3) Business Days prior to the anticipated Final Closing Date; , to satisfy the conditions set forth in Sections 4.1 and 4.2 herein or if the obligations of the Lender to accept delivery and pay the Purchase Price for the Series 2019A Bonds is terminated for any reason permitted by this Agreement, then this Agreement will terminate and neither party will be under any further obligation hereunder, except that the Agency shall be obligated to pay the Lender on demand the Breakage Fee calculated in accordance with the Breakage Fee Provisions set forth in Exhibit D hereto. Notwithstanding the foregoing, if the only condition to Final Closing unable to be satisfied by the Agency as of the Final Closing Date is to deliver to the Lender a Bond Counsel’s Opinion required in Section 4.2, which Bond Counsel is unable to provide as to the interest on the Series 2019A Bonds being excludable from gross income for federal income tax purposes due solely to a Tax Law Change, then the Agency shall have the option (i) to issue and deliver the Series 2019A Bonds to the Lender bearing interest at the Taxable Rate or (ii) terminate the Agreement subject to the Breakage Fee Provisions set forth in Exhibit D. Furthermore, notwithstanding the foregoing, if the Lender is unable, as of the Final Closing Xxxx of SaleDate, Assignment and Assumption Agreement, duly executed by to satisfy the Buyer; (iii) with respect conditions set forth in Section 4.3 or fails to each Leased Real Property included within purchase the Series 2019A Bonds on the Final Closing Transferred AssetsDate for any reason for which it is not permitted to do so hereunder, an Assignment then this Agreement will terminate and Assumption neither party will be under any further obligation hereunder, except that the Lender shall be obligated to pay the Agency on demand the Breakage Fee calculated in accordance with the Breakage Fee Provisions set forth in Exhibit D hereto. The Breakage Fee, paid by either party as applicable, shall serve as full liquidated damages hereunder for such failure or any defaults hereunder on the part of Lease, duly executed such party obligated to pay the Breakage Fee and once paid shall constitute a full release and discharge of all claims by the Buyer and, if necessaryreceiving party arising out of the transactions contemplated hereby. If the Breakage Fee is not paid by the applicable party when due, the Buyer’s signature shall be witnessed and/or notarized; and (iv) amount of such payment will bear interest payable on demand, at the other documents and certificates required to be delivered pursuant to Section 7.03(b)Default Rate.

Final Closing. At (i) Not less than five (5) Business Days prior to the Final ClosingClosing Date, the Buyer Sellers shall prepare, or cause to be prepared, and will deliver to the Sellers: Buyer (i1) an amount in cash estimated closing statement with respect to the portion of the Business conducted at the applicable Facility as of the Final Closing Date (the “Estimated Final Closing Cash PaymentStatement”) equal ), signed by an authorized officer of the Sellers (on behalf and in the name of the Sellers), which sets forth solely with respect to the portion of the Business conducted at the applicable Facility, (A) the Estimated Final Closing Purchase PriceNet Working Capital Amount, minus (B) (I) the amount of Estimated Final Closing Net Working Capital Surplus, if any, or (II) the Estimated Final Closing Net Working Capital Deficit, if any, plus (C) the amount of Estimated Final Closing Other Third-Party Brand Amount, (D) (I) the Estimated Final Closing Net Working Capital Other Third-Party Brand Surplus, if any, minus or (DII) the amount of the Estimated Final Closing Other Third-Party Brand Deficit, if any, plus (E) the amount of Estimated Final Closing DP Amount, (F) (I) the Estimated Final Closing Other Third-Party Brand DP Surplus, if any, minus or (FII) the amount of the Estimated Final Closing DP Deficit, if any, plus (G) the Estimated Final Closing DP COGS Adjustment Amount, (H) (I) the amount of the Estimated Final Closing DP COGS Adjustment Deficit, if any, or (II) the amount of the Estimated Final Closing DP COGS Adjustment Surplus, if any, minus (HI) the amount of Estimated Final Closing Residual Transferred Assets Amount, (J) (I) the Estimated Final Closing Residual Transferred Assets Surplus, if any, or (II) the Estimated Final Closing Residual Transferred Assets Deficit, if any, plus (K) the Estimated Final Closing Other Assets and Liabilities Amount, (L) (I) the amount of the Estimated Final Closing Residual Transferred Other Assets and Liabilities Surplus, if any, minus or (JII) the amount of the Estimated Final Closing Other Assets and Liabilities Deficit, if any, plus (K) the amount of the Estimated Final Closing Other Assets and Liabilities Surplus, if any, minus (LM) the Estimated Final Closing Retained Assets Amount, plus and (MN) the Estimated Final Closing Retained Liabilities Amount, by wire transfer in immediately available funds, and (2) the unaudited balance sheet with respect to an account or accounts the portion of the Business conducted at the applicable Facility as directed by of the Business Day that is the Sellers, provided that ’ last accounting day in the Sellers will designate such account or accounts no later than three (3) Business Days fiscal month prior to the anticipated fiscal month in which the Final Closing Date;occurs determined consistent with the Agreed Financial Methodology (the “Estimated Final Closing Date Unaudited Balance Sheet”). All estimates set forth in the Estimated Final Closing Statement contemplated by clauses (C), (D), (E), (F), (G) and (H) of the preceding sentence will be based on, and be consistent with, (x) the unaudited statement of income of the Business for the Sellers’ most recently completed fiscal year for which year-end financial statements are available as of the Final Closing and (y) the Agreed Financial Methodology, and such estimates shall be as of the final day of such fiscal year, and such estimates contemplated by clauses (G) and (H) of the preceding sentence will also be based on, and be consistent with, the finished goods supply agreements between CCR and the Buyer that were in effect with respect to such fiscal year for any of the Sub-Bottling Territory (as defined in the Distribution APA) and the Exchange Territory. All other estimates set forth in the Estimated Final Closing Statement will be consistent with the Agreed Financial Methodology and financial information for the applicable fiscal period in a form substantially similar to the information provided pursuant to Section 5.02(d)(i) of the Disclosure Schedule, and such estimates shall be based on the Sellers’ data included in the Estimated Final Closing Date Unaudited Balance Sheet. The Sellers hereby agree to conduct a physical inventory count on the Business Day which is the Sellers’ last accounting day in the fiscal month prior to the fiscal month in which the Final Closing occurs for the purpose of preparing the Estimated Final Closing Statement. The Sellers shall provide the Buyer with reasonable advance notice of any such physical inventory count, and hereby agree that the Buyer and its Representatives shall be permitted to attend any such physical inventory count conducted by the Sellers at such time and at such places as the Sellers specify. (ii) The Sellers hereby agree to conduct a physical inventory count on the Final Closing Xxxx Date for the purpose of Sale, Assignment preparing the Final Closing Preliminary Amounts Schedule. The Sellers hereby agree that the Buyer and Assumption Agreement, duly executed its Representatives shall be permitted to attend any such physical inventory count conducted by the Sellers at such time and at such places as the Sellers specify. No later than one hundred twenty (120) days following the Final Closing Date, the Sellers will prepare, or cause to be prepared, and will deliver to the Buyer the Final Closing Financial Information and the Final Closing Preliminary Amounts Schedule. The Final Closing Preliminary Amounts Schedule will be based on, and consistent with, the Final Closing Financial Information. Upon reasonable prior written notice, the Buyer shall provide the Sellers and their respective Representatives with reasonable access, during normal business hours, to the Buyer;’s Representatives and such books and records as may be reasonably requested by the Sellers and their respective Representatives in order to prepare the Final Closing Financial Information and the Final Closing Preliminary Amounts Schedule; provided, however, that (x) such access shall not unreasonably interfere with any of the businesses or operations of the Buyer or any of its Affiliates and (y) the auditors and accountants of the Buyer or any of its Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. (iii) with respect to each Leased Real Property included within The Buyer shall have one hundred twenty (120) days following receipt of the Final Closing Transferred AssetsPreliminary Amounts Schedule during which to notify the Sellers of any dispute of any item contained in the Final Closing Preliminary Amounts Schedule, an Assignment which notice shall set forth in reasonable detail the basis for such dispute (a “Final Closing Notice of Dispute”). Upon reasonable prior written notice, the Sellers shall provide the Buyer and Assumption of Leaseits Representatives with reasonable access, duly executed during normal business hours, to the Sellers’ Representatives and such books and records as may be reasonably requested by the Buyer andand its Representatives in order to verify the information contained in the Final Closing Financial Information and the Final Closing Preliminary Amounts Schedule; provided, if necessaryhowever, that (x) such access shall not unreasonably interfere with any of the Buyer’s signature businesses or operations of the Sellers or their Affiliates and (y) the auditors and accountants of the Sellers or any of their Affiliates shall not be witnessed and/or notarized; andobliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. (iv) If the other documents and certificates required Buyer does not provide the Sellers with a Final Closing Notice of Dispute within such one hundred twenty (120) day period, the Final Closing Preliminary Amounts Schedule prepared by the Sellers shall be deemed to be delivered pursuant the Final Closing Final Amounts Schedule and will be conclusive and binding upon all parties hereto. (v) If the Buyer provides the Sellers with a Final Closing Notice of Dispute within such one hundred twenty (120) day period, the Buyer and the Sellers shall cooperate in good faith to resolve any such dispute as promptly as possible, and upon such resolution, the Final Closing Final Amounts Schedule shall be prepared in accordance with the agreement of the Buyer and the Sellers. If the Buyer and the Sellers are unable to resolve any dispute regarding the Final Closing Preliminary Amounts Schedule within thirty (30) days after the Sellers’ receipt of the Final Closing Notice of Dispute, or such longer period as the Buyer and the Sellers shall mutually agree in writing, such dispute shall be resolved in accordance with Section 7.03(b2.07(d). (vi) The Final Closing Cash Payment shall be adjusted following the Final Closing in accordance with Section 2.07(e).

Final Closing. At (i) Not less than five (5) Business Days prior to the Final ClosingClosing Date, the Buyer Sellers shall prepare, or cause to be prepared, and will deliver to the Sellers: Buyer (i1) an amount estimated closing statement with respect to the portion of the Business conducted in cash the Final Closing Territory as of the Final Closing Date (the “Estimated Final Closing Cash PaymentStatement”) equal ), signed by an authorized officer of the Sellers (on behalf and in the name of the Sellers), which sets forth solely with respect to the portion of the Business conducted in the Final Closing Territory, (A) the Estimated Final Closing Purchase PriceNet Working Capital Amount, minus (B) (I) the amount of Estimated Final Closing Net Working Capital Surplus, if any, or (II) the Estimated Final Closing Net Working Capital Deficit, if any, plus (C) the amount of Estimated Final Closing Other Third-Party Brand Amount, (D) (I) the Estimated Final Closing Net Working Capital Other Third-Party Brand Surplus, if any, minus or (DII) the amount of the Estimated Final Closing Other Third-Party Brand Deficit, if any, plus (E) the amount of Estimated Final Closing DP Amount, (F) (I) the Estimated Final Closing Other Third-Party Brand DP Surplus, if any, minus or (FII) the amount of the Estimated Final Closing DP Deficit, if any, plus (G) the amount of Estimated Final Closing Residual Transferred Assets Amount, (H) (I) the Estimated Final Closing DP Residual Transferred Assets Surplus, if any, minus or (HII) the amount of the Estimated Final Closing Residual Transferred Assets Deficit, if any, plus (I) the amount of Estimated Final Closing Other Assets and Liabilities Amount, (J) (I) the Estimated Final Closing Residual Transferred Other Assets and Liabilities Surplus, if any, minus or (JII) the amount of the Estimated Final Closing Other Assets and Liabilities Deficit, if any, plus (K) the amount of the Estimated Final Closing Other Assets and Liabilities Surplus, if any, minus (L) the Estimated Final Closing Retained Assets Amount, plus (ML) the Estimated Final Closing Retained Liabilities Amount, by wire transfer and (2) the unaudited balance sheet with respect to the portion of the Business conducted in immediately available funds, to an account or accounts the Final Closing Territory as directed by of the Business Day that is the Sellers, provided that ’ last accounting day in the Sellers will designate such account or accounts no later than three fiscal month two (32) Business Days months prior to the anticipated fiscal month in which the Final Closing Date;occurs determined consistent with the Agreed Financial Methodology (the “Estimated Final Closing Date Unaudited Balance Sheet”). All estimates set forth in the Estimated Final Closing Statement contemplated by clauses (C), (D), (E) and (F) of the preceding sentence will be based on, and be consistent with, (x) the unaudited statement of income of the Business for the Sellers’ most recently completed fiscal year for which year-end financial statements are available as of the Final Closing and (y) the Agreed Financial Methodology, and such estimates shall be as of the final day of such fiscal year. All other estimates set forth in the Estimated Final Closing Statement will be consistent with the Agreed Financial Methodology and financial information for such fiscal year in a form substantially similar to the 2015 Additional Financial Information, and such estimates shall be based on the Sellers’ data included in the Estimated Final Closing Date Unaudited Balance Sheet. The Sellers hereby agree to conduct a physical inventory count on the Business Day which is the Sellers’ last accounting day in the fiscal month two (2) months prior to the fiscal month in which the Final Closing occurs for the purpose of preparing the Estimated Final Closing Statement. The Sellers shall provide the Buyer with reasonable advance notice of any such physical inventory count, and hereby agree that the Buyer and its Representatives shall be permitted to attend any such physical inventory count conducted by the Sellers at such time and at such places as the Sellers specify. (ii) The Sellers hereby agree to conduct a physical inventory count on the Final Closing Xxxx Date for the purpose of Sale, Assignment preparing the Final Closing Preliminary Amounts Schedule. The Sellers hereby agree that the Buyer and Assumption Agreement, duly executed its Representatives shall be permitted to attend any such physical inventory count conducted by the Sellers at such time and at such places as the Sellers specify. No later than one hundred twenty (120) days following the Final Closing Date, the Sellers will prepare, or cause to be prepared, and will deliver to the Buyer the Final Closing Financial Information and the Final Closing Preliminary Amounts Schedule. The Final Closing Preliminary Amounts Schedule will be based on, and consistent with, the Final Closing Financial Information. Upon reasonable prior written notice, the Buyer shall provide the Sellers and their respective Representatives with reasonable access, during normal business hours, to the Buyer;’s Representatives and such books and records as may be reasonably requested by the Sellers and their respective Representatives in order to prepare the Final Closing Financial Information and the Final Closing Preliminary Amounts Schedule; provided, however, that (x) such access shall not unreasonably interfere with any of the businesses or operations of the Buyer or any of its Affiliates and (y) the auditors and accountants of the Buyer or any of its Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. (iii) The Buyer shall have one hundred twenty (120) days following receipt of the Final Closing Preliminary Amounts Schedule during which to notify the Sellers of any dispute of any item contained in the Final Closing Preliminary Amounts Schedule, which notice shall set forth in reasonable detail the basis for such dispute (a “Final Closing Notice of Dispute”); provided, that the Final Closing Notice of Dispute may not contain any disputes with respect to each Leased Real Property included within the calculation of the portion of the Final Closing Residual Transferred AssetsAssets Amount attributable to the failure of the Buyer to locate or determine the existence of any Subject Equipment, an Assignment it being understood that all disputes with respect to such matters will be governed by Section 2.10. Upon reasonable prior written notice, the Sellers shall provide the Buyer and Assumption of Leaseits Representatives with reasonable access, duly executed during normal business hours, to the Sellers’ Representatives and such books and records as may be reasonably requested by the Buyer andand its Representatives in order to verify the information contained in the Final Closing Financial Information and the Final Closing Preliminary Amounts Schedule; provided, if necessaryhowever, that (x) such access shall not unreasonably interfere with any of the Buyer’s signature businesses or operations of the Sellers or their Affiliates and (y) the auditors and accountants of the Sellers or any of their Affiliates shall not be witnessed and/or notarized; andobliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. (iv) If the other documents and certificates required Buyer does not provide the Sellers with a Final Closing Notice of Dispute within such one hundred twenty (120) day period, the Final Closing Preliminary Amounts Schedule prepared by the Sellers shall be deemed to be delivered pursuant the Final Closing Final Amounts Schedule and will be conclusive and binding upon all parties hereto. (v) If the Buyer provides the Sellers with a Final Closing Notice of Dispute within such one hundred twenty (120) day period, the Buyer and the Sellers shall cooperate in good faith to resolve any such dispute as promptly as possible, and upon such resolution, the Final Closing Final Amounts Schedule shall be prepared in accordance with the agreement of the Buyer and the Sellers. If the Buyer and the Sellers are unable to resolve any dispute regarding the Final Closing Preliminary Amounts Schedule within thirty (30) days after the Sellers’ receipt of the Final Closing Notice of Dispute, or such longer period as the Buyer and the Sellers shall mutually agree in writing, such dispute shall be resolved in accordance with Section 7.03(b2.07(d). (vi) The Final Closing Cash Payment shall be adjusted following the Final Closing in accordance with Section 2.07(e).

Final Closing. At the Final Closing, the Buyer shall deliver to the Sellers: (i) an amount in cash (the “Final Closing Cash Payment”) equal to (A) the Final Closing Purchase Price, minus (B) the amount of the Estimated Final Closing Net Working Capital Deficit, if any, plus (C) the amount of the Estimated Final Closing Net Working Capital Surplus, if any, minus (D) the amount of the Estimated Final Closing Other Third-Party Brand Deficit, if any, plus (E) the amount of the Estimated Final Closing Other Third-Party Brand Surplus, if any, minus (F) the amount of the Estimated Final Closing DP Deficit, if any, plus (G) the amount of the Estimated Final Closing DP Surplus, if any, minus (H) the amount of the Estimated Final Closing DP COGS Adjustment Deficit, if any, plus (I) the amount of the Estimated Final Closing DP COGS Adjustment Surplus, if any, minus (J) the amount of the Estimated Final Closing Other Third-Party Brand COGS Adjustment Deficit, if any, plus (K) the amount of the Estimated Final Closing Other Third-Party Brand COGS Adjustment Surplus, minus (L) the amount of the Estimated Final Closing Residual Transferred Assets Deficit, if any, plus (IM) the amount of the Estimated Final Closing Residual Transferred Assets Surplus, if any, minus (JN) the amount of the Estimated Final Closing Other Assets and Liabilities Deficit, if any, plus (KO) the amount of the Estimated Final Closing Other Assets and Liabilities Surplus, if any, minus (LP) the Estimated Final Closing Retained Assets Amount, plus (MQ) the Estimated Final Closing Retained Liabilities Amount, by wire transfer in immediately available funds, to an account or accounts as directed by the Sellers, provided that the Sellers will designate such account or accounts no later than three (3) Business Days prior to the anticipated Final Closing Date; (ii) the Final Closing Xxxx of Sale, Assignment and Assumption Agreement, duly executed by the Buyer; (iii) with respect to each Leased Real Property included within the Final Closing Transferred Assets, an Assignment and Assumption of Lease, duly executed by the Buyer and, if necessary, the Buyer’s signature shall be witnessed and/or notarized; and (iv) the other documents and certificates required to be delivered pursuant to Section 7.03(b7.02(b).

Final Closing. At (i) Not less than five (5) Business Days prior to the Final ClosingClosing Date, the Buyer Sellers shall prepare, or cause to be prepared, and will deliver to the Sellers: Buyer (i1) an amount estimated closing statement with respect to the portion of the Business conducted in cash the Final Closing Territory as of the Final Closing Date (the “Estimated Final Closing Cash PaymentStatement”) equal ), signed by an authorized officer of the Sellers (on behalf and in the name of the Sellers), which sets forth solely with respect to the portion of the Business conducted in the Final Closing Territory, (A) the Estimated Final Closing Purchase PriceNet Working Capital Amount, minus (B) (I) the amount of Estimated Final Closing Net Working Capital Surplus, if any, or (II) the Estimated Final Closing Net Working Capital Deficit, if any, plus (C) the amount of Estimated Final Closing Other Third-Party Brand Amount, (D) (I) the Estimated Final Closing Net Working Capital Other Third-Party Brand Surplus, if any, minus or (DII) the amount of the Estimated Final Closing Other Third-Party Brand Deficit, if any, plus (E) the amount of Estimated Final Closing DP Amount, (F) (I) the Estimated Final Closing Other Third-Party Brand DP Surplus, if any, minus or (FII) the amount of the Estimated Final Closing DP Deficit, if any, plus (G) the amount of Estimated Final Closing Residual Transferred Assets Amount, (H) (I) the Estimated Final Closing DP Residual Transferred Assets Surplus, if any, minus or (HII) the amount of the Estimated Final Closing Residual Transferred Assets Deficit, if any, plus (I) the amount of the Estimated Final Closing Residual Transferred Assets Surplus, if any, minus (J) the amount of the Estimated Final Closing Other Assets and Liabilities DeficitAmount, if any, plus (KJ) the amount of (I) the Estimated Final Closing Other Assets and Liabilities Surplus, if any, minus (L) the Estimated Final Closing Retained Assets Amount, plus (M) the Estimated Final Closing Retained Liabilities Amount, by wire transfer in immediately available funds, to an account or accounts as directed by the Sellers, provided that the Sellers will designate such account or accounts no later than three (3) Business Days prior to the anticipated Final Closing Date; (ii) the Final Closing Xxxx of Sale, Assignment and Assumption Agreement, duly executed by the Buyer; (iii) with respect to each Leased Real Property included within the Final Closing Transferred Assets, an Assignment and Assumption of Lease, duly executed by the Buyer and, if necessary, the Buyer’s signature shall be witnessed and/or notarized; and (iv) the other documents and certificates required to be delivered pursuant to Section 7.03(b).

Final Closing. At Upon the terms and subject to the conditions of this Agreement, at the Final ClosingClosing provided for in Section 2.03 and, except as provided below in this Section 2.01(c), for no separate consideration under this Agreement or the Brokerage Asset Purchase Agreement, subject to the allocation of the Purchase Price as provided for in the Brokerage Asset Purchase Agreement, Seller shall, and shall cause each other Seller Entity to, sell, convey, assign, transfer and deliver or cause to be sold, conveyed, assigned, transferred and delivered to Buyer (or to a Subsidiary of Buyer, as directed by Buyer), and Buyer (or such Subsidiary) shall purchase, acquire and assume from each Seller Entity, good and valid title in and to all of such Seller Entity's right, title and interest in and to all of the property and assets, real, personal or mixed, tangible or intangible (including goodwill), of every kind and description, wherever located (other than the Excluded Assets, the Buyer shall deliver OMEGA Assets, and the Wrap Assets) used primarily in or necessary to conduct the SellersAsset Management Business (the "Final Closing Assets", and collectively with the OMEGA Assets and the Wrap Assets, the "Asset Management Assets"), free and clear of any Liens other than Permitted Liens, including: (i) an amount in cash (each such Seller Entity's rights with respect to the “Final Closing Cash Payment”) equal to (A) Eligible Client Accounts as of the Final Closing Purchase PriceDate, minus other than the Excluded Accounts, Eligible OMEGA Accounts and Eligible Wrap Accounts (B) the amount of the Estimated "Transferred Final Closing Net Working Capital Deficit, if any, plus (C) the amount of the Estimated Final Closing Net Working Capital Surplus, if any, minus (D) the amount of the Estimated Final Closing Other Third-Party Brand Deficit, if any, plus (E) the amount of the Estimated Final Closing Other Third-Party Brand Surplus, if any, minus (F) the amount of the Estimated Final Closing DP Deficit, if any, plus (G) the amount of the Estimated Final Closing DP Surplus, if any, minus (H) the amount of the Estimated Final Closing Residual Transferred Assets Deficit, if any, plus (I) the amount of the Estimated Final Closing Residual Transferred Assets Surplus, if any, minus (J) the amount of the Estimated Final Closing Other Assets and Liabilities Deficit, if any, plus (K) the amount of the Estimated Final Closing Other Assets and Liabilities Surplus, if any, minus (L) the Estimated Final Closing Retained Assets Amount, plus (M) the Estimated Final Closing Retained Liabilities Amount, by wire transfer in immediately available funds, to an account or accounts as directed by the Sellers, provided that the Sellers will designate such account or accounts no later than three (3) Business Days prior to the anticipated Final Closing DateAccounts"); (ii) each such Seller Entity's rights under the Advisory and Wrap Agreements and other agreements related to the Transferred Final Closing Xxxx of SaleAccounts, Assignment including such Seller Entity's rights as to all guarantees, warranties and Assumption Agreement, duly executed by the Buyerindemnities related thereto; (iii) with respect to the Transferred Final Accounts, but subject to applicable privacy laws: (A) all material information relating to each Leased Real Property included within the Final Closing Transferred Assets, an Assignment and Assumption of Lease, duly executed by the Buyer and, if necessaryAccount (all such information, the Buyer’s signature "Transferred Final Account Information"); (B) all rights granted by Clients to use Transferred Final Account Information, including all Client instructions and consents with respect to solicitation; (iv) each such Seller Entity's rights with respect to the accrued and unpaid fees (together with accrued and unpaid fees transferred pursuant to Section 2.01(a)(iv) or 2.01(b)(iv), the "Accrued Fees") with respect to the Transferred Final Accounts; (v) except to the extent transferred at the First Closing or the Second Closing, all equipment, furniture, fixtures, improvements and all other tangible personal property used primarily in or necessary to conduct the Asset Management Business as set forth on Schedule III (together with such property set forth on Schedules I and II, the "Acquired Property"); (vi) except to the extent transferred at the First Closing or the Second Closing, each such Seller Entity's rights under all Assumed Contracts as set forth in the applicable Undertaking; (vii) except to the extent transferred at the First Closing or the Second Closing, all Permits received by or issued to each such Seller Entity or any employee or officer thereof to own, or lease and operate the Asset Management Business and to conduct the Asset Management Business; (viii) except to the extent transferred at the First Closing or the Second Closing, Trademarks and Intellectual Property, together with all additions, modifications, updates and enhancements; (ix) except to the extent previously transferred to Buyer under the Brokerage Asset Purchase Agreement or at the First Closing or the Second Closing and subject to Section 3.05, the Books and Records; (x) except to the extent transferred at the First Closing or the Second Closing, such prepaid fees and expenses and other assets as Buyer and Seller shall be witnessed and/or notarizedmutually agree as necessary and appropriate for the operation by Buyer of the Asset Management Business; and (ivxi) all Purchased Investments, provided that the other documents and certificates required to purchase price for such Purchased Investments shall be delivered pursuant to as provided in Section 7.03(b)2.04.

Final Closing. At the Final Closing, the Buyer shall deliver to the Sellers: (i) an amount in cash (the “Final Closing Cash Payment”) equal to (A) the Final Closing Purchase Price, minus (B) the amount of the Estimated Final Closing Net Working Capital Deficit, if any, plus (C) the amount of the Estimated Final Closing Net Working Capital Surplus, if any, minus (D) the amount of the Estimated Final Closing Other Third-Party Brand Deficit, if any, plus (E) the amount of the Estimated Final Closing Other Third-Party Brand Surplus, if any, minus (F) the amount of the Estimated Final Closing DP Deficit, if any, plus (G) the amount of the Estimated Final Closing DP Surplus, if any, minus (H) the amount of the Estimated Final Closing DP COGS Adjustment Deficit, if any, plus (I) the amount of the Estimated Final Closing DP COGS Adjustment Surplus, minus (J) the amount of the Estimated Final Closing Residual Transferred Assets Deficit, if any, plus (IK) the amount of the Estimated Final Closing Residual Transferred Assets Surplus, if any, minus (JL) the amount of the Estimated Final Closing Other Assets and Liabilities Deficit, if any, plus (KM) the amount of the Estimated Final Closing Other Assets and Liabilities Surplus, if any, minus (LN) the Estimated Final Closing Retained Assets Amount, plus (MO) the Estimated Final Closing Retained Liabilities Amount, by wire transfer in immediately available funds, to an account or accounts as directed by the Sellers, provided that the Sellers will designate such account or accounts no later than three (3) Business Days prior to the anticipated Final Closing Date; (ii) the Final Closing Xxxx of Sale, Assignment and Assumption Agreement, duly executed by the Buyer; (iii) with respect to each Leased Real Property included within the Final Closing Transferred Assets, an Assignment and Assumption of Lease, duly executed by the Buyer and, if necessary, the Buyer’s signature shall be witnessed and/or notarized; and (iv) the other documents and certificates required to be delivered pursuant to Section 7.03(b).