Common use of Seller’s Obligations at Closing Clause in Contracts

Seller’s Obligations at Closing. On the Closing Date, Seller shall ------------------------------- deliver or cause to be delivered to Buyer the following: (a) an executed deed or deeds in a form customary in real estate transactions in California (which in any event shall be quitclaim deeds with respect to easements, rights-of-way and licenses), and assignment or assignments of leases from Seller to Buyer conveying all of Seller's right, title and interest in and to the Real Property; (b) an executed xxxx of sale and other instruments of transfer and conveyance in form and substance satisfactory to Buyer and its counsel for the full and complete transfer, conveyance, assignment and delivery to Buyer on the Closing Date of all of Seller's right, title and interest in and to all the Assets, accompanied by the relevant third-party consents set forth in Exhibit 10.5 and by written evidence of the release of all liens and encumbrances; (c) an executed assignment or transfer of the Assumed Contracts and Authorities accompanied by the relevant third-party consents set forth in Exhibit 10.5 with respect thereto; (d) a certificate executed by an officer of Seller's Managing General Partner, dated as of the Closing Date, certifying that each of the representations and warranties made pursuant to this Agreement by Seller is true, correct and complete in all material respects at and as of the Closing Date as though made at and as of that date; (e) an opinion of Xxxxxxxxx Xxxxxx, counsel to Seller, dated as of the Closing Date and addressed to Buyer, substantially in the form of Exhibit 12.2(e); (f) an opinion of Xxxx, Raywid & Xxxxxxxxx, FCC counsel to Seller, dated as of the Closing Date and addressed to Buyer, substantially in the form of Exhibit 12.2(f); (g) all Assumed Contracts, Authorities, books and records, filings and submissions by Seller under the Communications Act and the Copyright Act relative to the System, all files, charts of accounts, logs, blueprints, schematics, drawings, diagrams, engineering and technical data, maps, plans and specifications and other documents of like character pertaining to the Assets or the System, and all other documents or instruments or things pertaining to any of the Assets or the System; (h) the amount of any insurance proceeds or condemnation award, if any, required under Section 14.2; (i) such other documents, instruments and certificates as Buyer or its counsel may reasonably request to effect the transfers contemplated by this Agreement; (j) the amount of the payment, if any, required to be made by Seller under the Preliminary Settlement Statement; and (k) the amount of any other cash adjustments required to be paid to Buyer in accordance with the terms and conditions of this Agreement.

Seller’s Obligations at Closing. On At the Closing DateClosing, Seller shall ------------------------------- deliver or cause to be delivered to Buyer the followingfollowing documents: (a) an executed deed or deeds (i) Xxxx of Sale and Assignment and Assumption Agreement, (ii) subject to Permitted Encumbrances (except as provided in a form customary in real estate transactions in California (which in any event shall be quitclaim deeds with respect to easements, rights-of-way and licensesSection 10.10), special warranty deeds or their equivalent in respect of the Owned Real Property and assignment or assignments of leases from Seller to Buyer conveying all of Seller's right, title and interest in and Real Property Leases to the extent any required consents have been obtained pursuant to Section 4.3, and (iii) subject to Section 2.5, assignments of the Assigned Contracts, the Real PropertyProperty Interests and the Assigned Permits. For purposes of this Agreement, the term "Xxxx of Sale and Assignment and Assumption Agreement" means the form attached hereto as Schedule 7.2(a) executed by Seller; (b) an executed xxxx of sale and other instruments of transfer and conveyance in form and substance satisfactory to Buyer and its A legal opinion from Xxxxxxx Xxxxx, general counsel for the full and complete transferGTE Network Services, conveyance, assignment and delivery to Buyer on the Closing Date of all of Seller's right, title and interest in and to all the Assets, accompanied by the relevant third-party consents set forth in Exhibit 10.5 and by written evidence of the release of all liens and encumbrances; (c) an executed assignment or transfer of the Assumed Contracts and Authorities accompanied by the relevant third-party consents set forth in Exhibit 10.5 with respect thereto; (d) a certificate executed by an officer of Seller's Managing General Partner, dated as of the Closing Date, certifying that each of the representations and warranties made pursuant to this Agreement by Seller is true, correct and complete in all material respects at and as of the Closing Date as though made at and as of that date; (e) an opinion of Xxxxxxxxx Xxxxxx, counsel to for Seller, dated as of the Closing Date and addressed in the form of Schedule 7.2(b); (c) Seller's Closing Certificate; (d) Instruments of assignment or, to Buyerthe extent set forth in Section 4.3, subleases for the Leased Real Property; (e) Mortgage satisfactions, UCC Form 3 Termination Statements and other instruments necessary to remove, release and terminate all security interests held by the Bondholders on the Purchased Property; (f) All of the documents and papers required of Seller as conditions to Closing pursuant to Section 6.1, including the Regulatory Approvals, Debtholder Consents and FCC Consents; (g) A certificate substantially in the form of Exhibit 12.2(e); (fSchedule 7.2(g) an opinion certifying that Seller is not a "foreign person" within the meaning of Xxxx, Raywid & Xxxxxxxxx, FCC counsel to Seller, dated as Section 1445(b)(2) of the Closing Date and addressed to Buyer, substantially in the form of Exhibit 12.2(f); (g) all Assumed Contracts, Authorities, books and records, filings and submissions by Seller under the Communications Act and the Copyright Act relative to the System, all files, charts of accounts, logs, blueprints, schematics, drawings, diagrams, engineering and technical data, maps, plans and specifications and other documents of like character pertaining to the Assets or the System, and all other documents or instruments or things pertaining to any of the Assets or the SystemIRC; (h) the amount of any insurance proceeds or condemnation award, if any, required under Section 14.2;The License Agreement; and (i) such Such other documents, documents and instruments and certificates as Buyer or its counsel may be reasonably request necessary to effect the transfers transactions contemplated by this Agreement; (j) the amount of the payment, if any, required to be made by Seller under the Preliminary Settlement Statement; and (k) the amount of any other cash adjustments required to be paid to Buyer in accordance with the terms and conditions of this Agreement.

Seller’s Obligations at Closing. On At the Closing DateClosing, Seller shall ------------------------------- deliver or cause to be delivered to Buyer the followingfollowing documents: (ai) an executed deed or The Xxxx of Sale and Assignment and Assumption Agreement, (ii) subject to Permitted Encumbrances, special warranty deeds in a form customary in real estate transactions in California (which in any event shall be quitclaim deeds with respect to easements, rights-of-way and licenses)of the Owned Real Property, and assignment or (iii) subject to Section 2.5, assignments of leases from Seller to Buyer conveying all of Seller's right, title and interest in and the Assigned Contracts or to the Real Propertyextent set forth in Section 4.3, sublicenses of certain Assigned Contracts. For purposes of this Agreement, the term "Xxxx of Sale and Assignment and Assumption Agreement" means the form attached hereto as Schedule 7.2(a) executed by Seller; (b) an executed xxxx of sale and other instruments of transfer and conveyance in form and substance satisfactory to Buyer and its A legal opinion from Xxxxxxx Xxxxx, general counsel for the full and complete transferGTE Network Services, conveyance, assignment and delivery to Buyer on the Closing Date of all of Seller's right, title and interest in and to all the Assets, accompanied by the relevant third-party consents set forth in Exhibit 10.5 and by written evidence of the release of all liens and encumbrances; (c) an executed assignment or transfer of the Assumed Contracts and Authorities accompanied by the relevant third-party consents set forth in Exhibit 10.5 with respect thereto; (d) a certificate executed by an officer of Seller's Managing General Partner, dated as of the Closing Date, certifying that each of the representations and warranties made pursuant to this Agreement by Seller is true, correct and complete in all material respects at and as of the Closing Date as though made at and as of that date; (e) an opinion of Xxxxxxxxx Xxxxxx, counsel to for Seller, dated as of the Closing Date and addressed to Buyer, substantially in the form of Exhibit 12.2(eSchedule 7.2(b); (c) Seller's Closing Certificate; (d) Instruments of assignment of the Real Property Leases and Real Property Interests or, to the extent set forth in Section 4.3, subleases for the Leased Real Property; (e) Mortgage satisfactions, UCC Form 3 Termination Statements and other instruments necessary to remove, release and terminate all Liens held by any party on the Purchased Property (except for Permitted Encumbrances); (f) an opinion of Xxxx, Raywid & Xxxxxxxxx, FCC counsel to Seller, dated as All of the documents and papers required of Seller as conditions to Closing Date pursuant to Section 6.1, including the Regulatory Approvals, Bondholder Consents and addressed to Buyer, FCC Consents; (g) A certificate substantially in the form of Exhibit 12.2(f); (gSchedule 7.2(g) all Assumed Contracts, Authorities, books and records, filings and submissions by certifying that Seller under is not a "foreign person" within the Communications Act and the Copyright Act relative to the System, all files, charts meaning of accounts, logs, blueprints, schematics, drawings, diagrams, engineering and technical data, maps, plans and specifications and other documents of like character pertaining to the Assets or the System, and all other documents or instruments or things pertaining to any Section 1445(b)(2) of the Assets or the SystemIRC; (h) the amount of any insurance proceeds or condemnation award, if any, required under Section 14.2The License Agreement; (i) such other documents, instruments All documentation and certificates as Buyer or its counsel may reasonably request information required to effect the transfers contemplated be delivered by this Agreement;Seller prior to Closing pursuant to Article 11; and (j) the amount of the payment, if any, required to be made by Seller under the Preliminary Settlement Statement; and (k) the amount of any Such other cash adjustments required to be paid to documents as Buyer in accordance with the terms and conditions of this Agreementmay reasonably request.

Seller’s Obligations at Closing. On At the Closing DateClosing, Seller shall ------------------------------- deliver deliver, or cause to be delivered delivered, to Buyer the following: (a) an executed deed or deeds in a form customary in real estate transactions in California (which in any event shall be quitclaim deeds with respect to easementsShare certificates representing all of the Company Shares, rights-of-way and licenses), and assignment or assignments of leases from Seller duly endorsed to Buyer conveying all of Seller's right, title and interest in and to the Real Propertyor accompanied by duly executed stock powers; (b) an A certificate of Seller, executed xxxx by a duly authorized officer of sale and other instruments Seller on behalf of transfer and conveyance Seller, dated the Closing Date, in the form and substance reasonably satisfactory to Buyer Buyer, to the effect that (i) all representations and its counsel for the full warranties of Seller in this Agreement are true and complete transfer, conveyance, assignment and delivery to Buyer on correct as of the Closing Date Date; (ii) Seller has performed, satisfied, and complied in all material respects with all covenants, agreements, and obligations required to be performed and complied with by Seller at or prior to Closing contained in this Agreement; and (iii) that since the date of all of Seller's rightthis Agreement through the Closing Date, title and interest there has not occurred any material adverse change in and condition (financial or otherwise) to all the Assetsbusiness, accompanied by the relevant third-party consents set forth in Exhibit 10.5 and by written evidence properties, assets, or prospects of the release of all liens and encumbrancesCompany; (c) an executed assignment or transfer Opinion of the Assumed Contracts and Authorities accompanied Counsel as required by the relevant third-party consents set forth in Exhibit 10.5 with respect theretoSection 5.3; (d) a The good standing certificate executed as required by an officer of Seller's Managing General Partner, dated as of the Closing Date, certifying that each of the representations and warranties made pursuant to this Agreement by Seller is true, correct and complete in all material respects at and as of the Closing Date as though made at and as of that dateSection 5.7; (e) an opinion The resignations of Xxxxxxxxx Xxxxxx, counsel to Seller, dated as of the Closing Date officers and addressed to Buyer, substantially in the form of Exhibit 12.2(e)directors required by Section 5.8; (f) an opinion of XxxxThe undertaking relating to marks, Raywid & Xxxxxxxxx, FCC counsel to Seller, dated as of the Closing Date names and addressed to Buyer, substantially in the form of Exhibit 12.2(f)logos required by Section 5.10; (g) all Assumed ContractsThe respective Employment Agreements, Authoritiesas required by Section 5.12, books executed and records, filings and submissions delivered by Seller under the Communications Act and the Copyright Act relative to the System, all files, charts of accounts, logs, blueprints, schematics, drawings, diagrams, engineering and technical data, maps, plans and specifications and other documents of like character pertaining to the Assets or the System, and all other documents or instruments or things pertaining to any of the Assets or the Systemrespective employees; (h) The Shareholder's Rights Agreement, as required by Section 5.13, executed and delivered by the amount of any insurance proceeds or condemnation award, if any, required under Section 14.2Seller; (i) such other documentsThe BCBSMT/Company Services Agreement, instruments as required by Section 5.14, executed and certificates as Buyer or its counsel may reasonably request to effect delivered by BCBSMT and the transfers contemplated by this AgreementCompany; (j) Evidence of liability coverage, as required by Section 5.16; (k) Certified copies of (i) the amount resolutions of the paymentBoard of Directors of Seller and of BCBSMT (or BCBSMT's duly authorized Executive Committee), if anyin full force and effect on the Closing Date, authorizing the execution, delivery and performance of this Agreement and each other agreement required pursuant to this Agreement to be made delivered by Seller under Seller, and/or BCBSMT, (ii) the Preliminary Settlement StatementArticles of Incorporation of the Company, together with all amendments thereto, certified by the Secretary of State of Montana as of a date not more than thirty (30) days prior to the Closing and certified by the Secretary of the Company as in effect on the Closing Date, and (iii) the Bylaws of the Company, together with all amendments thereto, certified by the Secretary of the Company as in effect on the Closing Date; and (kl) the amount of any Such other cash adjustments required to be paid to documents and certificates as Buyer in accordance with the terms and conditions of this Agreementshall reasonably request.

Seller’s Obligations at Closing. On or before the Closing Transfer Date, Seller shall ------------------------------- deliver or cause to be delivered directly to Buyer, all of the following, which are referred to herein as “Seller Closing Items”: 7.1.1. Evidence of the manager authorizing the execution and performance of this Agreement and all actions taken by Seller in furtherance of this Agreement; 7.1.2. All releases, waivers, and satisfactions necessary to remove all Encumbrances on the Assets except Permitted Encumbrances; 7.1.3. All necessary instruments of transfer, properly executed by Seller, conveying, transferring and assigning to Buyer the following: (a) an executed deed or deeds in a form customary in real estate transactions in California (which in any event shall be quitclaim deeds with respect to easements, rights-of-way and licenses), and assignment or assignments of leases from Seller to Buyer conveying all of Seller's right, title and interest in and to the Real Property; (b) an executed xxxx of sale Assets and other instruments of transfer any and conveyance all warranties or rights in connection therewith, all in form and substance reasonably satisfactory to Buyer and its counsel for Buyer, including without limitation: 7.1.3.1. the full and complete transfer, conveyance, assignment and delivery to Buyer on the Closing Date Bills of all of Seller's right, title and interest in and to all the Assets, accompanied by the relevant third-party consents set forth in Exhibit 10.5 and by written evidence of the release of all liens and encumbrances; (c) an executed assignment or transfer of the Assumed Contracts and Authorities accompanied by the relevant third-party consents set forth in Exhibit 10.5 with respect thereto; (d) a certificate Sale duly executed by an officer of Seller's Managing General Partner, Xxxxxx and dated as of the Closing Transfer Date, certifying that each conveying to Buyer all of the representations Personal Property, FF&E, Intellectual Property and warranties made pursuant Intangible Personal Property free and clear of any and all Encumbrances except Permitted Encumbrances (including all necessary documentation required to this Agreement by Seller is true, correct and complete in all material respects at and as of transfer the Closing Date as though made at and as of that dateTrade Names to Buyer); (e) an opinion of Xxxxxxxxx Xxxxxx7.1.3.2. a Membership Interest Assignment Agreement in form and substance reasonably acceptable to Buyer signed by Signature Group, counsel to Seller, LLC and dated as of the Closing Date Transfer Date, conveying to Buyer one hundred percent (100%) of the issued and addressed to Buyeroutstanding equity interests of NP2U, substantially LLC, free and clear of Encumbrances (other than restrictions on transfer thereof under federal and state securities Laws; 7.1.3.3. an Assignment and Assumption Agreement in the form of attached hereto as Exhibit 12.2(e)D; (f) 7.1.3.4. an opinion of Xxxx, Raywid & Xxxxxxxxx, FCC counsel to Seller, dated as of the Closing Date and addressed to Buyer, substantially Interim Management Agreement in the form of attached hereto as Exhibit 12.2(f)C; (g) all Assumed Contracts, Authorities, books 7.1.3.5. an executed copy of the assignment and records, filings and submissions by Seller under assumption of the Communications Act and the Copyright Act relative Leases set forth on Schedule 2.1.1 to the System, all files, charts of accounts, logs, blueprints, schematics, drawings, diagrams, engineering and technical data, maps, plans and specifications and other documents of like character pertaining to extent the Assets or the System, and all other documents or instruments or things pertaining to any of the Assets or the Systemsame are being assumed by Xxxxx; (h) the amount of any insurance proceeds or condemnation award, if any, required under Section 14.2; (i) 7.1.3.6. such other documents, instruments and certificates forms, certifications, instructions or items as Buyer or its counsel Escrow Agent may reasonably request in order to effect effectuate the transfers transactions contemplated by this AgreementAgreement including but not limited to the Escrow Reserve; (j) the amount 7.1.3.7. an assignment of the paymentOffice Lease between Seller or Seller’s Affiliate, if any(Tenant) and Portland SW Center, required to be made by Seller under the Preliminary Settlement StatementLLC (now Unitus Community Credit Union) (Landlord) dated March 25, 2013, as amended; and 7.1.3.8. keys (kor copies thereof) and combinations for all locks on or at the amount of any other cash adjustments required to be paid Office, which Seller shall deliver to Buyer in accordance with the terms and conditions of this Agreementat Closing.

Seller’s Obligations at Closing. On the Closing DateAt Closing, Seller Sellers shall ------------------------------- deliver or cause to be delivered to Buyer the following: (a) an executed deed or deeds Certificates of each of the Sellers dated the Closing Date and signed by a duly authorized officer of such Seller which evidence the due authorization, execution and delivery of this Agreement and the Ancillary Agreements (as hereinafter defined) by Sellers and certifying without qualification that the conditions set forth in a form customary Section 3.2.1 and 3.2.3 have been fulfilled in real estate transactions in California (which in any event shall be quitclaim deeds with respect to easements, rights-of-way and licenses), and assignment or assignments of leases from Seller to Buyer conveying all of Seller's right, title and interest in and to the Real Property;material respects. (b) an executed xxxx of sale and other instruments of transfer and conveyance in form and substance satisfactory to Buyer and its counsel for the full and complete transfer, conveyance, A general assignment and delivery to Buyer on assumption of liabilities, in substantially the Closing Date of all of Seller's rightform attached hereto as Exhibit A, title duly executed by SAC, Sigma Canada, Sigma UK and interest in Sigma Germany ("General Assignment and to all the Assets, accompanied by the relevant third-party consents set forth in Exhibit 10.5 and by written evidence of the release of all liens and encumbrances;Assumption"). (c) an Bills of sale, in substantially the forms attached hereto as Exhibit B, duly executed by, respectively, SAC, Sigma Canada, Sigma UK and Sigma Germany (collectively, the "Bill xx Sale"), general warranty deeds for the Owned Properties (as defined in Section 5.2.9 ) owned by SAC subject to the exceptions to title provided for in Section 5.2.9 and Schedule 5.2.9 and such other instruments of sale, transfer, conveyance and assignment or transfer of the Assumed Contracts and Authorities accompanied by the relevant third-party consents set forth in Exhibit 10.5 with respect thereto;as Buyer may reasonably request. (d) a certificate executed by an officer of Seller's Managing General Partner, dated as of A receipt for the Closing Date, certifying that each of the representations and warranties made pursuant to this Agreement by Seller is true, correct and complete in all material respects at and as of the Closing Date as though made at and as of that date;Preliminary Purchase Price. (e) an opinion of Xxxxxxxxx Xxxxxx, counsel to Seller, dated as Certificates evidencing all of the Closing Date issued and addressed to outstanding Shares, accompanied by duly executed stock powers in favor of Buyer, substantially in the form of Exhibit 12.2(e);. (f) an opinion The resignations of Xxxx, Raywid & Xxxxxxxxx, FCC counsel to Seller, dated the directors and officers of B-Line and B-Line Manufacturing who are employees of SIAL or SAC effective as of the Closing Date and addressed to Buyer, substantially in the form of Exhibit 12.2(f);Closing. (g) all Assumed ContractsA transition services agreement providing for services, Authoritiesat Sellers' cost (including an overhead allocation), books and records, filings and submissions by Seller under in substantially the Communications Act and the Copyright Act relative to the System, all files, charts of accounts, logs, blueprints, schematics, drawings, diagrams, engineering and technical data, maps, plans and specifications and other documents of like character pertaining to the Assets or the System, and all other documents or instruments or things pertaining to any of the Assets or the System;form attached hereto as Exhibit C ("Transition Services Agreement"). (h) Certificates of good standing for B-Line and B-Line Manufacturing issued by the amount Secretary of any insurance proceeds or condemnation award, if any, required under Section 14.2;State of each of their respective states of incorporation and dated not more than ten (10) business days before the Closing Date. (i) such other documentsThe stock books, instruments stock ledgers, minute books and certificates as Buyer or its counsel may reasonably request to effect the transfers contemplated by this Agreement; (j) the amount of the payment, if any, required to be made by Seller under the Preliminary Settlement Statement; and (k) the amount of any other cash adjustments required to be paid to Buyer in accordance with the terms corporate seals for B-Line and conditions of this AgreementB-Line Manufacturing.

Seller’s Obligations at Closing. On At the Closing DateClosing, Seller shall ------------------------------- deliver or cause to be delivered to Buyer the followingfollowing documents: (ai) an executed deed or The Bill of Sale and Assignment and Asxxxxtion Agreement, (ii) subject to Permitted Encumbrances, special warranty deeds in a form customary in real estate transactions in California (which in any event shall be quitclaim deeds with respect to easements, rights-of-way and licenses)of the Owned Real Property, and assignment or (iii) subject to Section 2.5, assignments of leases from Seller to Buyer conveying all of Seller's right, title and interest in and the Assigned Contracts or to the Real Propertyextent set forth in Section 4.3, sublicenses of certain Assigned Contracts. For purposes of this Agreement, the term "Bill of Sale and Assignment and Asxxxxtion Agreement" means the form attached hereto as Schedule 7.2(a) executed by Seller; (b) an executed xxxx of sale and other instruments of transfer and conveyance in form and substance satisfactory to Buyer and its A legal opinion from William Mundy, general counsel fox XXX Xxxxxrk Services, as counsel for the full and complete transfer, conveyance, assignment and delivery to Buyer on the Closing Date of all of Seller's right, title and interest in and to all the Assets, accompanied by the relevant third-party consents set forth in Exhibit 10.5 and by written evidence of the release of all liens and encumbrances; (c) an executed assignment or transfer of the Assumed Contracts and Authorities accompanied by the relevant third-party consents set forth in Exhibit 10.5 with respect thereto; (d) a certificate executed by an officer of Seller's Managing General Partner, dated as of the Closing Date, certifying that each of the representations and warranties made pursuant to this Agreement by Seller is true, correct and complete in all material respects at and as of the Closing Date as though made at and as of that date; (e) an opinion of Xxxxxxxxx Xxxxxx, counsel to Seller, dated as of the Closing Date and addressed to Buyer, substantially in the form of Exhibit 12.2(eSchedule 7.2(b); (c) Seller's Closing Certificate; (d) Instruments of assignment of the Real Property Leases and Real Property Interests or, to the extent set forth in Section 4.3, subleases for the Leased Real Property; (e) Mortgage satisfactions, UCC Form 3 Termination Statements and other instruments necessary to remove, release and terminate all Liens held by any party on the Purchased Property (except for Permitted Encumbrances); (f) an opinion of Xxxx, Raywid & Xxxxxxxxx, FCC counsel to Seller, dated as All of the documents and papers required of Seller as conditions to Closing Date pursuant to Section 6.1, including the Regulatory Approvals, Bondholder Consents and addressed to Buyer, FCC Consents; (g) A certificate substantially in the form of Exhibit 12.2(f); (gSchedule 7.2(g) all Assumed Contracts, Authorities, books and records, filings and submissions by certifying that Seller under is not a "foreign person" within the Communications Act and the Copyright Act relative to the System, all files, charts meaning of accounts, logs, blueprints, schematics, drawings, diagrams, engineering and technical data, maps, plans and specifications and other documents of like character pertaining to the Assets or the System, and all other documents or instruments or things pertaining to any Section 1445(b)(2) of the Assets or the SystemIRC; (h) the amount of any insurance proceeds or condemnation award, if any, required under Section 14.2The License Agreement; (i) such other documents, instruments All documentation and certificates as Buyer or its counsel may reasonably request information required to effect the transfers contemplated be delivered by this Agreement;Seller prior to Closing pursuant to Article 11; and (j) the amount of the payment, if any, required to be made by Seller under the Preliminary Settlement Statement; and (k) the amount of any Such other cash adjustments required to be paid to documents as Buyer in accordance with the terms and conditions of this Agreementmay reasonably request.

Seller’s Obligations at Closing. On At the Closing DateClosing, Seller shall ------------------------------- and Selling Principal will deliver or cause to be delivered to Buyer fully executed versions of the following: (a) an A. All Ancillary Documents and other instruments of transfer, properly executed deed by Seller or deeds in a form customary in real estate transactions in California (which in any event shall be quitclaim deeds with respect to easementsSelling Principal, rights-of-way and licenses)as the case may be, and assignment or assignments of leases from Seller acknowledged, relating to transferring and assigning to Buyer conveying all of Seller's ’s right, title title, and interest in and to the Real PropertyAssets, the Business, and the Assumed Liabilities, including, without limitation, the following: (i) An Assignment and Xxxx of Sale, in a form substantially identical to Exhibit G attached to this Agreement; and (ii) An Assignment and Assumption Agreement, in a form substantially identical to Exhibit H attached to this Agreement; (b) an executed xxxx of sale B. All Ancillary Documents and other instruments of transfer evidencing any and conveyance all consents, waivers, permits, approvals, authorizations, filings, or registrations as provided for in this Agreement; C. The Seller Disclosure Schedule; D. The Noncompetition Agreement; E. The IP Assignment; F. The Employment Letter; G. The Lease; H. The Legal Opinion; I. The Subscription Documents; J. Documentation and information in sufficient form and substance satisfactory to detail as Buyer and its counsel for chief financial officer and financial advisors may request relating to the full and complete transfer, conveyance, assignment and delivery to Buyer on completion of the Closing Date Financial Statements and the determination of all Net Working Capital, which Net Working Capital will not be less than $15,000 at the Closing; and K. A Seller Closing Certificate, executed by the appropriate authorized representatives of Seller's right, title and interest in and to all the Assets, accompanied by the relevant third-party consents set forth in Exhibit 10.5 and by written evidence of the release of all liens and encumbrances; (c) an executed assignment or transfer of the Assumed Contracts and Authorities accompanied by the relevant third-party consents set forth in Exhibit 10.5 with respect thereto; (d) a certificate executed by an officer of Seller's Managing General Partner, dated as of the Closing Date, certifying that each of the representations and warranties made pursuant in a form substantially identical to this Agreement by Seller is true, correct and complete in all material respects at and as of the Closing Date as though made at and as of that date; (e) an opinion of Xxxxxxxxx Xxxxxx, counsel Exhibit I attached to Seller, dated as of the Closing Date and addressed to Buyer, substantially in the form of Exhibit 12.2(e); (f) an opinion of Xxxx, Raywid & Xxxxxxxxx, FCC counsel to Seller, dated as of the Closing Date and addressed to Buyer, substantially in the form of Exhibit 12.2(f); (g) all Assumed Contracts, Authorities, books and records, filings and submissions by Seller under the Communications Act and the Copyright Act relative to the System, all files, charts of accounts, logs, blueprints, schematics, drawings, diagrams, engineering and technical data, maps, plans and specifications and other documents of like character pertaining to the Assets or the System, and all other documents or instruments or things pertaining to any of the Assets or the System; (h) the amount of any insurance proceeds or condemnation award, if any, required under Section 14.2; (i) such other documents, instruments and certificates as Buyer or its counsel may reasonably request to effect the transfers contemplated by this Agreement; (j) the amount of the payment, if any, required to be made by Seller under the Preliminary Settlement Statement; and (k) the amount of any other cash adjustments required to be paid to Buyer in accordance with the terms and conditions of this Agreement.

Seller’s Obligations at Closing. On At the Closing DateClosing, Seller shall ------------------------------- deliver or cause to be delivered to Buyer Purchaser the followingfollowing documents: (a) an executed deed or deeds in a form customary in real estate transactions in California (which in any event shall be quitclaim deeds with respect to easements, rights-of-way and licenses), and assignment or assignments certified true copy of leases the minutes of the resolution adopted by the shareholders meeting of NewCo approving the transfer of the NewCo Shares from Seller to Buyer conveying all of Seller's right, title and interest in and to the Real PropertyPurchaser; (b) an executed xxxx a document for the requirement of sale and other instruments registration of transfer and conveyance in form and substance satisfactory to Buyer and its counsel for the full and complete transfer, conveyance, assignment and delivery to Buyer on the Closing Date of all of Seller's right, title and interest in and to all the Assets, accompanied by the relevant third-party consents set forth in Exhibit 10.5 and by written evidence of the release of all liens and encumbrancesNewCo Shares in the Shareholder Registry (Kabunushi Meibo Kakikae Seikyu-sho) duly signed by Seller; (c) an the Ancillary Agreements duly executed assignment or transfer of the Assumed Contracts and Authorities accompanied by the relevant third-party consents set forth parties in Exhibit 10.5 accordance with respect theretoSection 8.8; (d) a certificate executed by an officer of Seller's Managing General Partner, dated as certified true copy of the Closing Date, certifying that each minutes of the representations board of directors meeting of Seller approving the execution and warranties made pursuant to performance of this Agreement by Seller is true, correct and complete in all material respects at and as of the Closing Date as though made at and as of that dateAgreement; (e) an opinion of Xxxxxxxxx Xxxxxx, counsel to Seller, dated as certified true copies of the Closing Date minutes of the resolution adopted by the board of directors (or any other authorized internal organization or authorized individual) of the Volt Operating Companies (other than Seller and addressed to Buyer, substantially in NTPH) and the form Share Transfer Subsidiaries (other than NTPH) approving the execution and performance of Exhibit 12.2(e)the respective Non-Volt Business Transfer Agreement and Volt Business Transfer Agreements; (f) documents evidencing (i) an opinion of Xxxx, Raywid & Xxxxxxxxx, FCC counsel to Seller, dated as application for registration of the Closing Date Company Split pursuant to Section 2.1(c) and addressed to Buyer, substantially (ii) acceptance of the application for registration by the legal affairs bureau in charge of the form of Exhibit 12.2(f)registration; (g) all Assumed Contracts, Authorities, books and records, filings and submissions copies of the resignation letters duly executed by Seller under the Communications Act directors of NewCo and the Copyright Act relative Share Transfer Subsidiaries listed in Schedule 4.3(g) with respect to the System, all files, charts resignation from the office of accounts, logs, blueprints, schematics, drawings, diagrams, engineering and technical data, maps, plans and specifications and other documents of like character pertaining to directors in the Assets or the System, and all other documents or instruments or things pertaining to any of the Assets or the System;relevant companies; and (h) an original irrevocable proxy under which Seller duly delegates voting rights and all other rights attached to the amount shares in NTPH to NewCo in a form reasonably satisfactory to Purchaser, and a certified true copy of any insurance proceeds or condemnation award, if any, required under Section 14.2; (i) such other documents, instruments and certificates as Buyer or its counsel may reasonably request irrevocable proxy sent to effect the transfers contemplated by this Agreement; (j) the amount corporate secretary of the payment, if any, required to be made by Seller under the Preliminary Settlement Statement; and (k) the amount of any other cash adjustments required to be paid to Buyer in accordance with the terms and conditions of this AgreementNTPH.

Seller’s Obligations at Closing. On the Closing DateAt Closing, Seller shall ------------------------------- deliver in escrow with Escrow Agent (or cause to be delivered to Buyer Purchaser, as indicated) the following: 4.2.1 a duly executed special warranty deed (athe “Deed”) an executed deed or deeds in a the form customary in real estate transactions in California (which in any event shall be quitclaim deeds with respect to easementsattached hereto as Exhibit D, rights-of-way conveying the Land and licenses)Improvements, and assignment or assignments of leases from Seller to Buyer conveying all of Seller's right, title and interest in and subject only to the Real PropertyPermitted Exceptions; (b) an 4.2.2 a duly executed xxxx of sale and other instruments of transfer and conveyance in form and substance satisfactory to Buyer and its counsel for conveying the full and complete transfer, conveyance, assignment and delivery to Buyer on the Closing Date of all of Seller's right, title and interest in and to all the Assets, accompanied by the relevant third-party consents set forth in Exhibit 10.5 and by written evidence of the release of all liens and encumbrances; (c) an executed assignment or transfer of the Assumed Contracts and Authorities accompanied by the relevant third-party consents set forth in Exhibit 10.5 with respect thereto; (d) a certificate executed by an officer of Seller's Managing General Partner, dated as of the Closing Date, certifying that each of the representations and warranties made pursuant to this Agreement by Seller is true, correct and complete in all material respects at and as of the Closing Date as though made at and as of that date; (e) an opinion of Xxxxxxxxx Xxxxxx, counsel to Seller, dated as of the Closing Date and addressed to Buyer, substantially Personal Property in the form attached hereto as Exhibit E; 4.2.3 a duly executed counterpart of the Assignment and Assumption of Leases in the form attached as Exhibit 12.2(eF (the “Assignment of Leases”); (f) an opinion of Xxxx, Raywid & Xxxxxxxxx, FCC counsel to Seller, dated as 4.2.4 a duly executed counterpart of the Closing Date and addressed to Buyer, substantially Assignment of Intangibles in the form of attached as Exhibit 12.2(fG (the “General Assignment”); (g) all Assumed Contracts, Authorities, books and records, filings and submissions by Seller under the Communications Act and the Copyright Act relative to the System, all files, charts of accounts, logs, blueprints, schematics, drawings, diagrams, engineering and technical data, maps, plans and specifications and other documents of like character pertaining to the Assets 4.2.5 such transfer tax forms or the System, and all other documents or instruments or things pertaining to any of the Assets or the System; (h) the amount of any insurance proceeds or condemnation awardreturns, if any, as are required to be delivered or signed by Seller by applicable state and local law in connection with the conveyance of the Real Property (the “Transfer Tax Declarations”). 4.2.6 Original signed Tenant Estoppel Certificates (as hereinafter defined), as required under Section 14.24.6.5 hereof; 4.2.7 a notice in form and content reasonably satisfactory to Purchaser and Seller which Purchaser shall send to each tenant under each of the Leases (ithe “Tenant Notices”) informing such tenant of the sale of the Property and of the assignment to Purchaser of Seller’s interest in, and obligations under, the Leases (including, if applicable, Purchaser’s assumption of Seller’s obligations with respect to any security deposits), directing that all rent and other documentssums payable after the Closing under each such Lease shall be paid as set forth in the notice, instruments and certificates setting forth the name and addresses of all persons and entities to which notices to landlord under the lease should be delivered; 4.2.8 a duly executed counterpart of a lease agreement between Seller, as Buyer tenant, and Purchaser (or its counsel assignee), as landlord, in the form and substance of Exhibit I attached hereto (the “Seller Lease”); 4.2.9 a duly executed counterpart of the Access Easement between Seller, as grantor, and Purchaser (or its assignee), as grantee; 4.2.10 such evidence as the Title Company may reasonably request require as to effect the transfers authority of the person or persons executing documents on behalf of Seller; 4.2.11 such affidavits as may be customarily and reasonably required by the Title Company in order to issue the Owner’s Policy, in a form reasonably acceptable to Seller; 4.2.12 a closing and proration statement (the “Closing Statement”) executed by Seller; 4.2.13 an affidavit duly executed by Seller stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act; 4.2.14 deliver to Purchaser the following (the “Property Records”): Leases, licenses and permits, if any, in the possession of Seller or Seller’s agents, together with such leasing and property files and records which are material in connection with the continued operation, leasing and maintenance of the Property; 4.2.15 deliver to Purchaser possession and occupancy of the Property, subject to the Permitted Exceptions; and 4.2.16 such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement; (j) the amount of the payment, if any, required to be made by Seller under the Preliminary Settlement Statement; and (k) the amount of any other cash adjustments required to be paid to Buyer in accordance with the terms and conditions of this Agreement.

Seller’s Obligations at Closing. On Concurrently with the Closing Dateexecution of this Agreement, Seller shall ------------------------------- deliver or cause each Seller, as applicable, is executing, acknowledging (if necessary), and delivering in escrow to be delivered to Buyer Escrow Agent the followingfollowing for each Property: (a) an executed if applicable, a deed or deeds in a form customary in real estate transactions in California the forms attached hereto as Exhibits E-1 to Exhibit E-14, as applicable (which in any event shall be quitclaim deeds with respect to easements, rights-of-way and licensesthe applicable “Deed”), and assignment or assignments of leases from each Fee Seller to Buyer conveying all of Seller's right, title and interest in and the applicable Purchaser as to the Real PropertyProperty owned by such Fee Seller; (b) if applicable, an executed xxxx of sale and other instruments of transfer and conveyance in form and substance satisfactory to Buyer and its counsel for the full and complete transfer, conveyance, assignment and delivery assumption of ground lease in the form attached hereto as Exhibit F-1 with respect to Buyer the Ground Lease Property identified as r045 on Exhibit A-1 attached hereto located in the Closing Date State of all of Arizona assigning to the applicable Purchaser the applicable Ground Lease Seller's right, title and ’s interest in and to all the Assets, accompanied by the relevant third-party consents set forth in Exhibit 10.5 and by written evidence Ground Lease (an “Assignment of the release of all liens and encumbrancesGround Lease”); (c) an executed assignment or transfer of if applicable, with respect to the Assumed Contracts Ground Lease Property identified as R070A and Authorities accompanied 70B on Exhibit A-1 attached hereto, the documentation required by the relevant third-party consents set forth Dunwoody Development Authority for the transfer and assignment of that certain Dunwoody Development Authority Taxable Revenue Bond (RB 64 PCE, LLC Project), Series 2012 and that certain Dunwoody Development Authority Taxable Revenue Bond (RB 66 PCE, LLC Project), Series 2012, together with the applicable ground leases and all bond documents related thereto (including, without limitation, a “lost bond affidavit”), substantially in the form attached hereto as Exhibit 10.5 with respect theretoF-2 (collectively, “Bond Assignment Documents”); (d) a certificate executed by an officer bill of Seller's Managing General Partnersale and assignment in the form attached hereto as Exhibit G (the applicable “Bill of Sale and Assignment”) assigning to Purchaser the applicable Personal Property, dated as Leases, Assumed Operating Agreements, Intangibles and the Leasing Agreements (with respect to the payment of the all Post-Closing Date, certifying that each of the representations and warranties made pursuant to this Agreement by Seller is true, correct and complete in all material respects at and as of the Closing Date as though made at and as of that dateLeasing Commissions thereunder); (e) an opinion of Xxxxxxxxx Xxxxxx, counsel to Seller, dated as of the Closing Date and addressed to Buyer, substantially a notice in the form of Exhibit 12.2(eH attached hereto (the “Tenant Notice”), which Purchaser shall send to tenants pursuant to the applicable Lease promptly after the Closing; (f) an opinion of Xxxx, Raywid & Xxxxxxxxx, FCC counsel to Seller, dated as of the Closing Date and addressed to Buyer, substantially a notice in the form of Exhibit 12.2(fN attached hereto (the “Vendor Notice”), which Purchaser shall send to service providers or other vendors under the Operating Agreements being assumed by a Purchaser promptly after the Closing; (g) all Assumed Contracts, Authorities, books xxxx completed and records, filings signed real estate transfer tax declarations and submissions by Seller other state law disclosures required under the Communications Act and the Copyright Act relative to the Systemfederal, all files, charts of accounts, logs, blueprints, schematics, drawings, diagrams, engineering and technical data, maps, plans and specifications and other documents of like character pertaining to the Assets state or the System, and all other documents or instruments or things pertaining to any of the Assets or the Systemlocal law; (h) such evidence as the amount Title Company may reasonably require as to the authority of any insurance proceeds the person or condemnation award, if any, required under Section 14.2persons executing documents on behalf of each applicable Seller; (i) a certificate in the form attached hereto as Exhibit I duly executed by the applicable Seller or such other documentsSeller’s non-disregarded parent entity, instruments and certificates as Buyer or its counsel may reasonably request to effect applicable, stating that such Seller is not a “foreign person” as defined in the transfers contemplated by this AgreementFederal Foreign Investment in Real Property Tax Act of 1980; (j) an ALTA Statement in the amount form of the payment, if any, required to be made by Seller under the Preliminary Settlement Statement; and (k) the amount of any other cash adjustments required to be paid to Buyer in accordance with the terms and conditions of this Agreement.Exhibit J attached hereto;

Seller’s Obligations at Closing. On the Closing DateNot less than one (1) business day prior to Closing, Seller shall ------------------------------- deliver or cause to be delivered to Buyer the followingTitle Company: (a) a duly executed special warranty deed (the “Deed”) in the form of Exhibit E attached hereto, conveying the Land and Improvements, subject only to the Permitted Exceptions; (b) four (4) duly executed counterparts of a xxxx of sale in the form of Exhibit F attached hereto; (c) four (4) duly executed counterparts of an assignment and assumption agreement as to the Leases in the form of Exhibit G attached hereto; (d) four (4) duly executed deed counterparts of an assignment and assumption agreement as to the Operating Agreements and other Intangibles in the form of Exhibit H attached hereto; provided that, in the event any assignable warranty or deeds guaranty requires the consent or action of a third party, Seller shall use reasonable efforts to obtain such consent or other action prior to the Closing in accordance with Section 10.12 hereof; (e) the Tenant Estoppel (as defined in Section 5.4(b) hereof), to the extent received by Seller from Xxxxxxx National Life Insurance Company (“Current Tenant”), the DTC Estoppel (as defined in Section 5.4(d) hereof), to the extent received by Seller from the architectural control committee under the applicable conditions, covenants and restrictions, and the Technology Way Estoppel (as defined in Section 5.4(e) hereof), to the extent received by Seller from the association under the applicable conditions, covenants and restrictions; (f) four (4) duly executed originals of a notice in the form customary of Exhibit I attached hereto which Purchaser shall send to each of the tenants under the Leases informing such tenants of the sale of the Property and of the assignment to Purchaser of Seller’s interest in, and obligations under, the Leases (including, if applicable, any security deposits) and directing that all rent and other sums payable under the Leases after the Closing shall be paid as set forth in real estate transactions the notice; (g) four (4) originals of a certificate, dated as of the date of Closing and executed on behalf of Seller by a duly authorized officer thereof, stating that the representations and warranties of Seller contained in California this Agreement are true and correct in all material respects as of the date of Closing (with appropriate modifications of those representations and warranties made in Section 5.1 hereof to reflect any changes therein including without limitation any changes resulting from actions under Section 5.4 hereof) or identifying any representation or warranty which in any is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no event shall Seller be quitclaim deeds with respect liable to easementsPurchaser for, rightsor be deemed to be in default hereunder by reason of, any breach of representation or warranty which results from any change that (i) occurs between the Effective Date and the date of Closing and (ii) is expressly permitted under the terms of this Agreement or is beyond the reasonable control of Seller to prevent; provided, however, that the occurrence of a change which is not permitted hereunder or is beyond the reasonable control of Seller to prevent shall, if materially adverse to Purchaser, constitute the non-offulfillment of the condition set forth in Section 4.7(b) hereof; if, despite changes or other matters described in such certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate; (h) such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller, including, without limitation, a duly executed and acknowledged Statement of Authority under Section 00-way 00-000 C.R.S.; (i) four (4) duly executed counterparts of an affidavit by Seller stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980 and licensesthe 1984 Tax Reform Act in the form of Exhibit J attached hereto, and four (4) duly executed originals of a Colorado Form DR 1083; (j) one (1) duly executed and acknowledged counterpart of the Parking Easement Agreement in the form of Exhibit K attached hereto (the “Parking Easement Agreement”) and the Declaration of Reciprocal Courtyard Easements and Courtyard Maintenance in the form of Exhibit L attached hereto (the “Declaration”); (k) to the extent the Subordination (as such term is defined in Section 4.7(d) hereof) is received from the Lender (as such term is defined in Section 4.7(d) hereof), one (1) duly executed and assignment acknowledged counterpart of the Subordination; (l) the original Leases, Operating Agreements and licenses and permits, if any, in the possession of Seller or assignments Seller’s agents, together with such leasing and property files and records which are material in connection with the continued operation, leasing and maintenance of leases from the Property; (m) an original xxxx of sale duly executed by Seller and the Current Tenant pursuant to Buyer conveying which Seller shall convey to Current Tenant, without representation or warranty of any kind or nature, all of Seller's ’s right, title and interest in and to any and all personal property owned by Seller and located on the Real Property;Property (the “Tenant Xxxx of Sale”); and (b) an executed xxxx of sale and other instruments of transfer and conveyance in form and substance satisfactory to Buyer and its counsel for the full and complete transfer, conveyance, assignment and delivery to Buyer on the Closing Date of all of Seller's right, title and interest in and to all the Assets, accompanied by the relevant third-party consents set forth in Exhibit 10.5 and by written evidence of the release of all liens and encumbrances; (c) an executed assignment or transfer of the Assumed Contracts and Authorities accompanied by the relevant third-party consents set forth in Exhibit 10.5 with respect thereto; (d) a certificate executed by an officer of Seller's Managing General Partner, dated as of the Closing Date, certifying that each of the representations and warranties made pursuant to this Agreement by Seller is true, correct and complete in all material respects at and as of the Closing Date as though made at and as of that date; (e) an opinion of Xxxxxxxxx Xxxxxx, counsel to Seller, dated as of the Closing Date and addressed to Buyer, substantially in the form of Exhibit 12.2(e); (f) an opinion of Xxxx, Raywid & Xxxxxxxxx, FCC counsel to Seller, dated as of the Closing Date and addressed to Buyer, substantially in the form of Exhibit 12.2(f); (g) all Assumed Contracts, Authorities, books and records, filings and submissions by Seller under the Communications Act and the Copyright Act relative to the System, all files, charts of accounts, logs, blueprints, schematics, drawings, diagrams, engineering and technical data, maps, plans and specifications and other documents of like character pertaining to the Assets or the System, and all other documents or instruments or things pertaining to any of the Assets or the System; (h) the amount of any insurance proceeds or condemnation award, if any, required under Section 14.2; (in) such other documents, instruments and certificates additional documents as Buyer or its counsel may shall be reasonably request required to effect consummate the transfers transaction expressly contemplated by this Agreement; (j) , including an affidavit in a form reasonably required by the amount Title Company to permit the Title Company to remove any exception for rights of parties in possession other than the tenants under the Leases. At the Closing, Seller shall deliver to Purchaser possession and occupancy of the paymentProperty, if any, required subject to be made by Seller under the Preliminary Settlement Statement; and (k) the amount of any other cash adjustments required to be paid to Buyer in accordance with the terms and conditions of this AgreementPermitted Exceptions.

Seller’s Obligations at Closing. On the Closing Date, Seller shall ------------------------------- deliver or cause to be delivered to Buyer Purchaser the following: 14.1.1 An Assignment of the Operating Sublease containing the covenant required by Section 13 of the Lien Law in proper form for recording (a) an executed deed or deeds in a form customary in real estate transactions in California (which in any event shall be quitclaim deeds with respect to easements, rights-of-way and licensesthe "Assignment"), and assignment or assignments in the form annexed hereto as Exhibit 1. 14.1.2 A Bxxx of leases from Seller Sale in the form annexed hereto as Exhibit 2. 14.1.3 A letter to Buyer conveying all of Seller's right, title and interest in and to the Real Property; (b) an executed xxxx of sale and other instruments of transfer and conveyance in form and substance satisfactory to Buyer and its counsel for the full and complete transfer, conveyance, assignment and delivery to Buyer on the Closing Date of all of Seller's right, title and interest in and to all the Assets, accompanied by the relevant third-party consents set forth in Exhibit 10.5 and by written evidence each Tenant advising them of the release change of all liens and encumbrances; (c) an executed assignment or transfer ownership of the Assumed Contracts and Authorities accompanied by the relevant thirdProperty in accordance with General Obligations Law Section 7-party consents set forth in Exhibit 10.5 with respect thereto; (d) a certificate executed by an officer of Seller's Managing General Partner105, dated as of the Closing Date, certifying that each of the representations and warranties made pursuant to this Agreement by Seller is true, correct and complete in all material respects at and as of the Closing Date as though made at and as of that date; (e) an opinion of Xxxxxxxxx Xxxxxx, counsel to Seller, dated as of the Closing Date and addressed to Buyer, substantially in the form of Exhibit 12.2(e9 annexed hereto (the "Tenant Notice Letter");, and Purchaser agrees to deliver the Tenant Notice Letter to each Tenant promptly after the Closing. Purchaser hereby indemnifies and holds Seller harmless from and against all loss, cost and expense incurred by Seller as a result of Purchaser's failure to so deliver the Tenant Notice Letter to each Tenant promptly after the Closing, and this sentence shall survive the Closing. (f) an opinion 14.1.4 An Assignment and Assumption of XxxxService, Raywid & XxxxxxxxxMaintenance and Concessionaire Agreements, FCC counsel to in the form annexed hereto as Exhibit 3. 14.1.5 An Assignment and Assumption of Landlord's Interest in Space Leases, in the form annexed hereto as Exhibit 4. 14.1.6 All current records within Seller, dated as 's possession reasonably required for the continued operation of the Property, including but not limited to, service contracts, plans, surveys, Space Leases, lease files, licenses, permits, warranties, guaranties, insurance policies assigned to Purchaser at Closing, records of current expenditures for repairs and maintenance, and the certificate of occupancy. 14.1.7 An Assignment of Licenses and/or Permits, in the form annexed hereto as Exhibit 5. 14.1.8 An Assignment of Warranties and Guarantees, in the form annexed hereto as Exhibit 6. 14.1.9 An Assignment and Assumption of the Brokerage Agreements in the form annexed hereto as Exhibit 10. 14.1.10 All keys and combinations to locks at the Property which are in Seller's possession. 14.1.11 A duly executed letter agreement by which Seller and Purchaser agree to correct any errors in prorations as soon after the Closing Date as amounts are finally determined, in the form annexed hereto as Exhibit 7 (the "Post-Closing Adjustment Letter"). 14.1.12 Evidence reasonably acceptable to Purchaser and addressed the Title Company authorizing the consummation by Seller of the transaction contemplated by this Agreement, and the execution and delivery of documents on behalf of Seller. 14.1.13 The certificate with respect to Buyer, substantially FIRPTA compliance in the form of Exhibit 12.2(f);8 annexed hereto. 14.1.14 The New York City Department of Finance Real Property Transfer Tax Return (gthe "RPT Return") all Assumed Contracts, Authorities, books and records, filings and submissions by Seller under the Communications Act and the Copyright Act relative New York State Combined Real Estate Transfer Tax Return and Credit Line Mortgage Certificate (the "Form TP-584"). 14.1.15 The Tenant Estoppel Statements required pursuant to Section 10.4 hereof (and/or Seller's Estoppel Statements in lieu of one or more such required Tenant Estoppel Statements). 14.1.16 The Lessor's Consent (i.e., NY Graybar L.P. Consent) and Lessor's Estoppel Statement or Seller's Operating Sublease Estoppel Statement required pursuant to Section 10.5 or 10.6 hereof. 14.1.17 The Associates Consent and the System, all files, charts of accounts, logs, blueprints, schematics, drawings, diagrams, engineering and technical data, maps, plans and specifications and other documents of like character pertaining Metlife Consent required pursuant to the Assets or the System, and all other documents or instruments or things pertaining to any of the Assets or the System; (h) the amount of any insurance proceeds or condemnation award, if any, required under Section 14.2; (i) such other documents, instruments and certificates as Buyer or its counsel may reasonably request to effect the transfers contemplated by this Agreement; (j) the amount of the payment, if any, required to be made by Seller under the Preliminary Settlement Statement; and (k) the amount of any other cash adjustments required to be paid to Buyer in accordance with the terms and conditions of this Agreement10.6 hereof.

Seller’s Obligations at Closing. On At the Closing DateClosing, Seller Sellers shall ------------------------------- execute and/or deliver or cause to be delivered to Buyer, against execution and/or delivery by Buyer of the followingitems specified in Section 7.3: (a) an executed deed A certificate by each Seller certifying that the representations and warranties of Sellers are true and correct as of the Closing and that Seller has performed the obligations required to be performed by it at or deeds in a form customary in real estate transactions in California (which in any event shall be quitclaim deeds with respect to easements, rights-of-way and licenses), and assignment or assignments of leases from Seller to Buyer conveying all of Seller's right, title and interest in and prior to the Real PropertyClosing; (b) an executed xxxx of sale and other instruments of transfer and conveyance The Escrow Agreement described in form and substance satisfactory to Buyer and its counsel for the full and complete transfer, conveyance, assignment and delivery to Buyer on the Closing Date of all of Seller's right, title and interest in and to all the Assets, accompanied by the relevant third-party consents set forth in Exhibit 10.5 and by written evidence of the release of all liens and encumbrancesSection 6.3; (c) an executed assignment or transfer The Assignments of the Assumed Contracts and Authorities accompanied by the relevant third-party consents set forth Office Leases described in Exhibit 10.5 with respect theretoSection 6.4; (d) a certificate executed by an officer of Seller's Managing General Partner, dated as of the Closing Date, certifying that each of the representations The Assignments and warranties made pursuant to this Agreement by Seller is true, correct and complete Assumption Agreements described in all material respects at and as of the Closing Date as though made at and as of that dateSection 6.6; (e) The Bills of Sale described in Section 6.7; (f) The Trademark Assignments described in Section 6.8; (g) The Copyright Assignments described in Section 6.9; (h) The Transitional Services Agreement described in Section 6.10 (i) The X. Xxxxxxx Consulting Agreement described in Section 6.11; (j) The Xxxxxxx Xxxx Consulting Agreement described in Section 6.12; (k) The U.K. Lease Assignment described in Section 6.16 (executed in duplicate); (l) A certified copy of the Resolution of the Company's Board of Directors or an authorized committee thereof approving the Transaction; (m) A certified copy of the Resolution of the Company's and Canadian Seller's shareholders approving the Transaction; (n) The legal opinion of Xxxxxxxxx XxxxxxXxxxxxx, Procter & Xxxx LLP, counsel to Seller, dated as of the Closing Date and addressed to Buyer, in substantially in the form of Exhibit 12.2(eattached hereto as Schedule 7.2(n); (fo) an opinion The consents, approvals or waivers listed on Schedule 7.2(o). (p) A certified copy of Xxxx, Raywid & Xxxxxxxxx, FCC counsel to Seller, dated as board meeting minutes of U.K. Seller approving the sale of the Closing Date and addressed to Buyer, substantially in the form of Exhibit 12.2(f); (g) all Assumed Contracts, Authorities, books and records, filings and submissions by Seller under the Communications Act and the Copyright Act relative to the System, all files, charts of accounts, logs, blueprints, schematics, drawings, diagrams, engineering and technical data, maps, plans and specifications and other documents of like character pertaining to the Assets or the System, and all other documents or instruments or things pertaining to any of the Assets or the System; (h) the amount of any insurance proceeds or condemnation award, if any, required under Section 14.2; (i) such other documents, instruments and certificates as Buyer or its counsel may reasonably request to effect the transfers contemplated by this Agreement; (j) the amount of the payment, if any, required to be made by Seller under the Preliminary Settlement StatementU.K. Purchased Assets; and (kq) Assignment of intellectual property rights in the amount U.K. database and U.K. pamphlets. (r) The Trademark License Agreement described in Section 6.18. (s) Original versions of any the license, Underlet of the leasehold Premises made between Pensions Management (WF Scottish Widow Fund) Limited, Kingsway Group Plc, WFD and Work/Family Directions, Inc., the Agreement for lease for the leasehold Premises made between Kingsway Group Plc, WFD and Work/Family Directions, Inc. and the U.K. lease and License to Alter made between Kingsway Group Plc, WFD and Work/Family Directions. (t) All other cash adjustments certificates, Schedules, Exhibits, and attachments, in completed form, which are required to be paid to Buyer in accordance with by the terms and conditions provisions of this Agreement.

Seller’s Obligations at Closing. On At the Closing DateClosing, Seller shall ------------------------------- and Selling Principal will deliver or cause to be delivered to Buyer fully executed versions of the following: (a) an A. All Ancillary Documents and other instruments of transfer, properly executed deed by Seller or deeds in a form customary in real estate transactions in California (which in any event shall be quitclaim deeds with respect to easementsSelling Principal, rights-of-way and licenses)as the case may be, and assignment or assignments of leases from Seller acknowledged, relating to transferring and assigning to Buyer conveying all of Seller's ’s right, title title, and interest in and to the Real PropertyAssets, the Business, and the Assumed Liabilities, including, without limitation, the following: (i) An Assignment and Xxxx of Sale, in a form substantially identical to Exhibit G attached to this Agreement; and (ii) An Assignment and Assumption Agreement, in a form substantially identical to Exhibit H attached to this Agreement; (b) an executed xxxx of sale B. All Ancillary Documents and other instruments of transfer evidencing any and conveyance all consents, waivers, permits, approvals, authorizations, filings, or registrations as provided for in this Agreement; C. The Seller Disclosure Schedule; D. The Noncompetition Agreement; E. The IP Assignment; F. The Employment Letter; G. The Lease; H. The Legal Opinion; I. The Subscription Documents; J. Documentation and information in sufficient form and substance satisfactory to detail as Buyer and its counsel for chief financial officer and financial advisors may request relating to the full and complete transfer, conveyance, assignment and delivery to Buyer on completion of the Closing Date Financial Statements and the determination of all Net Working Capital, which Net Working Capital will not be less than $20,000 at the Closing; and K. A Seller Closing Certificate, executed by the appropriate authorized representatives of Seller's right, title and interest in and to all the Assets, accompanied by the relevant third-party consents set forth in Exhibit 10.5 and by written evidence of the release of all liens and encumbrances; (c) an executed assignment or transfer of the Assumed Contracts and Authorities accompanied by the relevant third-party consents set forth in Exhibit 10.5 with respect thereto; (d) a certificate executed by an officer of Seller's Managing General Partner, dated as of the Closing Date, certifying that each of the representations and warranties made pursuant in a form substantially identical to this Agreement by Seller is true, correct and complete in all material respects at and as of the Closing Date as though made at and as of that date; (e) an opinion of Xxxxxxxxx Xxxxxx, counsel Exhibit I attached to Seller, dated as of the Closing Date and addressed to Buyer, substantially in the form of Exhibit 12.2(e); (f) an opinion of Xxxx, Raywid & Xxxxxxxxx, FCC counsel to Seller, dated as of the Closing Date and addressed to Buyer, substantially in the form of Exhibit 12.2(f); (g) all Assumed Contracts, Authorities, books and records, filings and submissions by Seller under the Communications Act and the Copyright Act relative to the System, all files, charts of accounts, logs, blueprints, schematics, drawings, diagrams, engineering and technical data, maps, plans and specifications and other documents of like character pertaining to the Assets or the System, and all other documents or instruments or things pertaining to any of the Assets or the System; (h) the amount of any insurance proceeds or condemnation award, if any, required under Section 14.2; (i) such other documents, instruments and certificates as Buyer or its counsel may reasonably request to effect the transfers contemplated by this Agreement; (j) the amount of the payment, if any, required to be made by Seller under the Preliminary Settlement Statement; and (k) the amount of any other cash adjustments required to be paid to Buyer in accordance with the terms and conditions of this Agreement.