Common use of Transactions to be Effected at Closing Clause in Contracts

Transactions to be Effected at Closing. At the Closing, the following transactions shall be effected by the parties: (a) The Sellers shall deliver to the Purchaser: (i) a duly executed Escrow Agreement; (ii) a duly executed transition services agreement in the form attached as Exhibit G hereto (the “Transition Services Agreement”); (iii) a duly executed xxxx of sale and assignment and assumption agreement in the form attached as Exhibit H hereto (the “Xxxx of Sale and Assumption Agreement”), together with such other deeds, assignments and other transfer documents (the “Additional Transfer Documents”) reasonably requested by the Purchaser, to transfer title to the Purchaser, free and clear of any Liens, except for Permitted Liens, and pursuant to which the Purchaser shall assume the Assumed Liabilities in accordance with Section 2.3; (iv) a duly executed assignment of each Transferred Lease in the form attached as Exhibit I hereto, which assignment shall also contain the Purchaser’s assumption of Assumed Liabilities to the extent related to the applicable Transferred Lease (the “Lease Assignment and Assumption Agreement”); (v) stock certificates representing all of the Transferred Equity, together with duly executed stock powers or other instruments of transfer; (vi) originals of all of the Transferred Books and Records, other than those whose delivery is postponed for purposes of the Transition Services Agreement; (vii) a copy of each Required Consent in form and substance reasonably acceptable to the Purchaser; (viii) a certificate of non-foreign status that complies with U.S. Treasury Regulations Section 1.1445-2(b)(2) from each Seller; (ix) such properly completed certificates or other instruments as are necessary to claim available exemptions from the payment of Taxes under applicable Law; (x) a certificate of the secretary of such Seller in form and substance reasonably acceptable to the Purchaser: (A) attaching a certificate of good standing of such Seller, issued within five (5) days of the Closing Date by the Secretary of State of the jurisdiction of such Seller’s organization; (B) attaching true, correct and complete copies of all resolutions of the board of directors of such Seller adopted in connection with this Agreement, the other Transaction Documents and the Contemplated Transactions; and (C) setting forth the incumbency of its officers who have executed and delivered this Agreement or any other Transaction Documents, including therein a signature specimen for each such officer; (xi) Copyright assignment agreement, trademark assignment agreement and domain name assignment agreement in the forms attached as Exhibits J, K and L hereto (collectively, the “IP Assignment Agreements”); (xii) duly executed Shared Intellectual Property License Agreements; (xiii) duly executed Distribution and Reprint Rights Agreements; (xiv) a duly executed sublease in the form attached as Exhibit M hereto for space located on the seventh (7th), eighth (8th), ninth (9th) and tenth (10th) floors of the building commonly known as 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx (the “Sublease”); (xv) to the extent not previously executed and delivered, copies of each Transaction Document contemplated to be executed and delivered by the Sellers and their Affiliates at or prior to the Closing, duly executed by the applicable Seller or its Affiliate; (xvi) evidence (in form and substance reasonably acceptable to the Purchaser) of the release of all Liens (other than Permitted Liens) on the Transferred Assets; (xvii) copies of any required transfer tax forms or waiver forms duly executed and acknowledged; (xviii) two (2) duly executed copies of the Section 338 Forms as required by Section 6.3(c)(ii); and (xix) such other customary instruments of transfer, assumptions, filings or documents, in form and substance consistent with the provisions of this Agreement and otherwise reasonably satisfactory to the Purchaser, as may reasonably be required to give effect to this Agreement. (b) The Purchaser shall: (i) pay to the Parent Seller, for the benefit of the Sellers, by wire transfer of immediately available funds to a bank account designated in writing by the Parent Seller at least three (3) Business Days prior to the Closing Date, an amount equal to the Closing Purchase Price; and (ii) deposit the Escrow Amount into the Escrow Account. (c) The Purchaser shall deliver to the Sellers: (i) a duly executed Escrow Agreement; (ii) a duly executed Transition Services Agreement; (iii) a duly executed Xxxx of Sale and Assumption Agreement and duly executed copies of each Additional Transfer Document requiring execution and delivery by the Purchaser; (iv) duly executed Lease Assignment and Assumption Agreements; (v) duly executed IP Assignment Agreements; (vi) duly executed Shared Intellectual Property License Agreements; (vii) duly executed Distribution and Reprint Rights Agreements; (viii) a duly executed Sublease; (ix) to the extent not previously executed and delivered, copies of each Transaction Document contemplated to be executed and delivered by the Purchaser and its Affiliates at or prior to the Closing, duly executed by the Purchaser or the applicable Affiliate; (x) transfer tax forms, if required; and (xi) such other customary instruments of transfer, assumptions, filings or documents, in form and substance consistent with the provisions of this Agreement and otherwise reasonably satisfactory to the Parent Seller, as may reasonably be required to give effect to this Agreement.

Transactions to be Effected at Closing. At the Closing, the following transactions shall be effected by the parties: (a) The Sellers Seller shall deliver to the PurchaserBuyer: (i) a Stock certificates representing all of the Purchased Shares accompanied by stock powers duly executed Escrow Agreementby Seller and all such other documents as may be reasonably requested by Buyer to vest in Buyer good and marketable title to the Purchased Shares free and clear of all Liens. Seller shall cause Scandic to record the transfer of the Purchased Shares on its share register, and shall issue to Buyer one or more stock certificates, as requested by Buyer, representing the Purchased Shares registered in the name of Buyer; (ii) a duly executed transition services agreement The stock books, stock ledgers, minute books, corporate seals and Organizational Documents of Scandic; (iii) A Lock Up Agreement in the form attached as of Exhibit G A hereto (the “Transition Services Lock Up Agreement”) executed by Seller relating to the Buyer Shares; (iv) resignations effective as of the Closing Date of such officers and directors of Scandic, if any, as Buyer shall designate; (v) each of the documents, certificates and items required to be delivered by Seller pursuant to ARTICLE IX; and (vi) such other documents as are reasonably requested by Buyer. (b) Buyer shall deliver to Seller: (i) The aggregate amount of $8,000,000 in accordance with wire transfer instructions to be provided by Seller to Buyer. (ii) Stock certificates representing the 1,910,112 Buyer Shares registered in the name of Seller or as Seller may direct (or, if permissible, a book entry issuance of Buyer Shares to an account designated by Seller); (iii) a duly executed xxxx each of sale the documents, certificates and assignment and assumption agreement in the form attached as Exhibit H hereto (the “Xxxx of Sale and Assumption Agreement”), together with such other deeds, assignments and other transfer documents (the “Additional Transfer Documents”) reasonably requested items required to be delivered by the Purchaser, to transfer title to the Purchaser, free and clear of any Liens, except for Permitted Liens, and Buyer pursuant to which the Purchaser shall assume the Assumed Liabilities in accordance with Section 2.3; (iv) a duly executed assignment of each Transferred Lease in the form attached as Exhibit I hereto, which assignment shall also contain the Purchaser’s assumption of Assumed Liabilities to the extent related to the applicable Transferred Lease (the “Lease Assignment and Assumption Agreement”); (v) stock certificates representing all of the Transferred Equity, together with duly executed stock powers or other instruments of transfer; (vi) originals of all of the Transferred Books and Records, other than those whose delivery is postponed for purposes of the Transition Services Agreement; (vii) a copy of each Required Consent in form and substance reasonably acceptable to the Purchaser; (viii) a certificate of non-foreign status that complies with U.S. Treasury Regulations Section 1.1445-2(b)(2) from each Seller; (ix) such properly completed certificates or other instruments as are necessary to claim available exemptions from the payment of Taxes under applicable Law; (x) a certificate of the secretary of such Seller in form and substance reasonably acceptable to the Purchaser: (A) attaching a certificate of good standing of such Seller, issued within five (5) days of the Closing Date by the Secretary of State of the jurisdiction of such Seller’s organization; (B) attaching true, correct and complete copies of all resolutions of the board of directors of such Seller adopted in connection with this Agreement, the other Transaction Documents and the Contemplated Transactions; and (C) setting forth the incumbency of its officers who have executed and delivered this Agreement or any other Transaction Documents, including therein a signature specimen for each such officer; (xi) Copyright assignment agreement, trademark assignment agreement and domain name assignment agreement in the forms attached as Exhibits J, K and L hereto (collectively, the “IP Assignment Agreements”); (xii) duly executed Shared Intellectual Property License Agreements; (xiii) duly executed Distribution and Reprint Rights Agreements; (xiv) a duly executed sublease in the form attached as Exhibit M hereto for space located on the seventh (7th), eighth (8th), ninth (9th) and tenth (10th) floors of the building commonly known as 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx (the “Sublease”); (xv) to the extent not previously executed and delivered, copies of each Transaction Document contemplated to be executed and delivered by the Sellers and their Affiliates at or prior to the Closing, duly executed by the applicable Seller or its Affiliate; (xvi) evidence (in form and substance reasonably acceptable to the Purchaser) of the release of all Liens (other than Permitted Liens) on the Transferred Assets; (xvii) copies of any required transfer tax forms or waiver forms duly executed and acknowledged; (xviii) two (2) duly executed copies of the Section 338 Forms as required by Section 6.3(c)(ii); and (xix) such other customary instruments of transfer, assumptions, filings or documents, in form and substance consistent with the provisions of this Agreement and otherwise reasonably satisfactory to the Purchaser, as may reasonably be required to give effect to this Agreement. (b) The Purchaser shall: (i) pay to the Parent Seller, for the benefit of the Sellers, by wire transfer of immediately available funds to a bank account designated in writing by the Parent Seller at least three (3) Business Days prior to the Closing Date, an amount equal to the Closing Purchase Price; and (ii) deposit the Escrow Amount into the Escrow Account. (c) The Purchaser shall deliver to the Sellers: (i) a duly executed Escrow Agreement; (ii) a duly executed Transition Services Agreement; (iii) a duly executed Xxxx of Sale and Assumption Agreement and duly executed copies of each Additional Transfer Document requiring execution and delivery by the Purchaser; (iv) duly executed Lease Assignment and Assumption Agreements; (v) duly executed IP Assignment Agreements; (vi) duly executed Shared Intellectual Property License Agreements; (vii) duly executed Distribution and Reprint Rights Agreements; (viii) a duly executed Sublease; (ix) to the extent not previously executed and delivered, copies of each Transaction Document contemplated to be executed and delivered by the Purchaser and its Affiliates at or prior to the Closing, duly executed by the Purchaser or the applicable Affiliate; (x) transfer tax forms, if required; and (xi) such other customary instruments of transfer, assumptions, filings or documents, in form and substance consistent with the provisions of this Agreement and otherwise reasonably satisfactory to the Parent Seller, as may reasonably be required to give effect to this Agreement.ARTICLE X.

Transactions to be Effected at Closing. At the Closing, the following transactions shall be effected by the partiesParties: (a) The Sellers Seller shall deliver to the PurchaserBuyer: (i) a duly executed Escrow Agreementcounterpart of the Membership Interest Assignment in the form attached as Exhibit C and such other appropriate instruments of transfer with respect to the Interests and any other documents, if any, reasonably necessary or appropriate to sell, assign, transfer and convey to Buyer all right, title and interest in and to the Interests; (ii) a duly executed transition services agreement in the form attached as Exhibit G hereto (the “Transition Services Agreement”); (iii) a duly executed xxxx of sale and assignment and assumption agreement in the form attached as Exhibit H hereto (the “Xxxx of Sale and Assumption Agreement”), together with such other deeds, assignments and other transfer documents (the “Additional Transfer Documents”) reasonably requested by the Purchaser, to transfer title to the Purchaser, free and clear of any Liens, except for Permitted Liens, and pursuant to which the Purchaser shall assume the Assumed Liabilities in accordance with Section 2.3; (iv) a duly executed assignment of each Transferred Lease in the form attached as Exhibit I hereto, which assignment shall also contain the Purchaser’s assumption of Assumed Liabilities to the extent related to the applicable Transferred Lease (the “Lease Assignment and Assumption Agreement”); (v) stock certificates representing all of the Transferred Equity, together with duly executed stock powers or other instruments of transfer; (vi) originals of all of the Transferred Books and Records, other than those whose delivery is postponed for purposes counterpart of the Transition Services Agreement; (iii) the Environmental Policy Assignment Agreement, duly executed by all of the parties thereto, to the extent available after Seller using commercially reasonable efforts to obtain in accordance with Section 7.20; (iv) a certificate, in compliance with Treasury Regulations Section 1.1445-2(b), certifying that Seller, or if Seller is a disregarded entity for U.S. federal income tax purposes, its regarded owner, is not a foreign person; (v) a certificate, signed by an officer of Seller and dated as of the Closing Date, certifying as to the matters set forth in Sections 9.1 and 9.2; (vi) executed resignation letters, effective as of the Closing, of the sole member and the officers of the Company; (vii) a copy evidence reasonably satisfactory to Buyer reflecting that the Interests and the assets of each Required Consent in form the Company are released from and substance reasonably acceptable to free and clear of all Liens (other than Permitted Liens on such assets), including any Liens arising under the PurchaserSecured Notes Indenture; (viii) a certificate the Waiver and Release in substantially the form of non-foreign status that complies with U.S. Treasury Regulations Section 1.1445-2(b)(2) from each Seller; (ix) such properly completed certificates or other instruments as are necessary to claim available exemptions from the payment of Taxes under applicable Law; (x) a certificate of the secretary of such Seller in form and substance reasonably acceptable to the Purchaser: Exhibit D, duly executed by (A) attaching a certificate of good standing of such Seller, issued within five (5) days the Company in favor of the Closing Date by the Secretary of State sole member and each officer of the jurisdiction of such Seller’s organization; Company, and (B) attaching true, correct the sole member and complete copies of all resolutions each officer of the board of directors of such Seller adopted Company in connection with this Agreement, the other Transaction Documents and the Contemplated Transactions; and (C) setting forth the incumbency of its officers who have executed and delivered this Agreement or any other Transaction Documents, including therein a signature specimen for each such officer; (xi) Copyright assignment agreement, trademark assignment agreement and domain name assignment agreement in the forms attached as Exhibits J, K and L hereto (collectively, the “IP Assignment Agreements”); (xii) duly executed Shared Intellectual Property License Agreements; (xiii) duly executed Distribution and Reprint Rights Agreements; (xiv) a duly executed sublease in the form attached as Exhibit M hereto for space located on the seventh (7th), eighth (8th), ninth (9th) and tenth (10th) floors favor of the building commonly known as 000 XxxxxxxxCompany, Xxx Xxxxin each case releasing such released party from any possible claims against such released party arising from any act, Xxx Xxxx (the “Sublease”); (xv) to the extent not previously executed and delivered, copies of each Transaction Document contemplated to be executed and delivered by the Sellers and their Affiliates matter or event arising at or prior to the Closing, other than fraud or illegal conduct; (ix) the Estoppels, to the extent available after Seller using commercially reasonable efforts to obtain in accordance with Section 7.17; (x) the Supply Contract, duly executed by the applicable Seller or its AffiliateCalumet Shreveport; (xvixi) evidence (those assets required to be transferred pursuant to Schedule 7.19, if applicable in form and substance reasonably acceptable to accordance with the Purchaser) terms of the release of all Liens (other than Permitted Liens) on the Transferred AssetsSchedule 7.19; (xviixii) copies of any required transfer tax forms (x) each Assignment Agreement (as defined in the Disclosure Schedules) entered into in accordance with Schedule 7.1(b)(xiv) or waiver forms (y) each Back-to-Back Agreement agreed to by the Parties pursuant to Section 7.17(d), in either case duly executed and acknowledged; (xviii) two (2) duly executed copies by all of the Section 338 Forms as required by Section 6.3(c)(ii)parties thereto; and (xixxiii) such other customary instruments of transfer, assumptions, filings or documents, in form and substance consistent with instruments or agreements contemplated hereby or reasonably requested by Buyer necessary to consummate the provisions of this Agreement and otherwise reasonably satisfactory to the Purchaser, as may reasonably be required to give effect to this AgreementTransactions. (b) The Purchaser Buyer shall: (i) pay to the Parent Seller, for the benefit of the Sellers, Seller (by wire transfer of immediately available funds to a bank account designated in writing by the Parent Seller at least three (3) two Business Days prior to before the Closing Date, ) an amount equal to the Closing Purchase Price; and (ii) deposit the Escrow Amount into the Escrow Account. (c) The Purchaser shall deliver to the Sellers: (i) a duly executed Escrow AgreementPayment; (ii) deliver to Seller a duly executed counterpart of the Transition Services Agreement; (iii) a duly executed Xxxx of Sale and Assumption Agreement and duly executed copies of each Additional Transfer Document requiring execution and delivery by deliver to Seller the PurchaserCredit Support Releases, to the extent available after Buyer using commercially reasonable efforts to obtain in accordance with Section 7.12; (iv) duly executed Lease Assignment deliver to Seller a certificate, signed by an officer of Buyer and Assumption Agreementsdated as of the Closing Date, certifying as to the matters set forth in Sections 10.1 and 10.2; (v) the Supply Contract, duly executed IP Assignment Agreements;by Husky Marketing and Supply Company; and (vi) duly executed Shared Intellectual Property License Agreements; (vii) duly executed Distribution and Reprint Rights Agreements; (viii) a duly executed Sublease; (ix) to the extent not previously executed and delivered, copies of each Transaction Document contemplated to be executed and delivered by the Purchaser and its Affiliates at or prior to the Closing, duly executed by the Purchaser or the applicable Affiliate; (x) transfer tax forms, if required; and (xi) such deliver other customary instruments of transfer, assumptions, filings or documents, in form and substance consistent with instruments or agreements contemplated hereby or reasonably requested by Seller necessary to consummate the provisions of this Agreement and otherwise reasonably satisfactory to the Parent Seller, as may reasonably be required to give effect to this AgreementTransactions.

Transactions to be Effected at Closing. (a) At the Closing, the following transactions shall be effected by Seller or the parties: (a) The Sellers Company shall deliver to the PurchaserBuyer: (i) a an instrument of assignment with respect to the Units in the form attached hereto as Exhibit C, duly executed Escrow Agreementby the Seller; (ii) a duly executed transition services evidence of the termination of each agreement set forth on Schedule 3.2(a)(ii), in each case, without any Liability to the form attached as Exhibit G hereto (Buyer, the “Transition Services Agreement”)Company or any of their respective Affiliates following the Closing; (iii) a duly executed xxxx the resignation letters (or other evidence of sale resignation) of those directors, managers and assignment and assumption agreement in officers of the form attached as Exhibit H hereto (the “Xxxx Company or any of Sale and Assumption Agreement”its Subsidiaries whose names are set forth on Schedule 3.2(a)(iii), together with such other deeds, assignments and other transfer documents (the “Additional Transfer Documents”) reasonably requested by the Purchaser, to transfer title to the Purchaser, free and clear of any Liens, except for Permitted Liens, and pursuant to which the Purchaser shall assume the Assumed Liabilities in accordance with Section 2.3; (iv) a duly executed assignment of each Transferred Lease certificate in the form attached hereto as Exhibit I heretoE, which assignment shall also contain dated as of the Purchaser’s assumption Closing Date, duly executed by an authorized officer of Assumed Liabilities to the extent related to Company, confirming that the applicable Transferred Lease (the “Lease Assignment conditions set forth in Section 3.3(b)(i), Section 3.3(b)(ii) and Assumption Agreement”)Section 3.3(b)(iii) have been satisfied; (v) stock certificates representing all of the Transferred Equitya fully and properly completed IRS Form W-9, together with duly executed stock powers or other instruments of transferby the Seller; (vi) originals of all of the Transferred Books and RecordsPromissory Note, other than those whose delivery is postponed for purposes of duly executed by the Transition Services AgreementSeller; (vii) a copy of each Required Consent in form and substance evidence reasonably acceptable satisfactory to the Purchaser;Buyer that any Liens held by JPMorgan Chase on any property of the Company and its Subsidiaries have been released and Company and its Subsidiaries have been removed as guarantors under the Credit Agreement, dated July 30, 2013 between Hemisphere Media Holdings, LLC and Intermedia Español, Inc., as the borrower, HMTV, LLC, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended by Amendment No. 1, dated as of July 31, 2014, Amendment No. 2, dated as of February 14, 2017 and Amendment No. 3, dated as of March 31, 2021, and as further amended and restated from time to time; and (viii) a certificate the Transaction Documents (other than this Agreement), duly executed by each party thereto other than the Buyer and any of non-foreign status that complies with U.S. Treasury Regulations Section 1.1445-2(b)(2) from each Sellerits Affiliates; (ixb) such properly completed certificates or other instruments as are necessary to claim available exemptions from the payment of Taxes under applicable Law; (x) a certificate of the secretary of such Seller in form and substance reasonably acceptable to the Purchaser: (A) attaching a certificate of good standing of such Seller, issued within five (5) days of the Closing Date by the Secretary of State of the jurisdiction of such Seller’s organization; (B) attaching true, correct and complete copies of all resolutions of the board of directors of such Seller adopted in connection with this Omnibus Assignment Agreement, the other Transaction Documents and the Contemplated Transactions; and (C) setting forth the incumbency of its officers who have executed and delivered this Agreement or any other Transaction Documents, including therein a signature specimen for each such officer; (xi) Copyright assignment agreement, trademark assignment agreement and domain name assignment agreement in the forms attached as Exhibits J, K and L hereto (collectively, the “IP Assignment Agreements”); (xii) duly executed Shared Intellectual Property License Agreements; (xiii) duly executed Distribution and Reprint Rights Agreements; (xiv) a duly executed sublease in the form attached hereto as Exhibit M hereto for space located on the seventh (7th), eighth (8th), ninth (9th) and tenth (10th) floors of the building commonly known as 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx (the “Sublease”); (xv) to the extent not previously executed and delivered, copies of each Transaction Document contemplated to be executed and delivered by the Sellers and their Affiliates at or prior to the ClosingH, duly executed by the applicable Seller or its Affiliate; (xvi) evidence (in form Company and substance reasonably acceptable to the Purchaser) of the release of all Liens (other than Permitted Liens) on the Transferred Assets; (xvii) copies of any required transfer tax forms or waiver forms duly executed and acknowledged; (xviii) two (2) duly executed copies of the Section 338 Forms as required by Section 6.3(c)(ii); and (xix) such other customary instruments of transfer, assumptions, filings or documents, in form and substance consistent with the provisions of this Agreement and otherwise reasonably satisfactory to the Purchaser, as may reasonably be required to give effect to this Agreementparties thereto. (bc) The Purchaser At the Closing, the Buyer shall: (i) pay to the Parent Seller, for the benefit of the Sellers, by wire transfer of immediately available funds to a bank account designated in writing by the Parent Seller at least three two (32) Business Days prior to before the Closing Date, an amount equal to the Closing Estimated Purchase Price; and (ii) deposit the Escrow Amount into the Escrow Account. (c) The Purchaser shall deliver Price payable pursuant to the Sellers: (i) a duly executed Escrow AgreementSection 2.1; (ii) a duly pay, or cause to be paid, on behalf of the Company, to the Persons listed on Schedule 3.2(c)(ii), the applicable amount set forth on such schedule (including based on amounts set forth in applicable payoff letters (in form and substance reasonably satisfactory to the Buyer) executed Transition Services Agreementby such Persons, which payoff letters have been provided to the Buyer prior to the Closing Date) relating to the Company’s Indebtedness to such Persons; (iii) deliver to the Seller, a certificate in the form attached hereto as Exhibit F, duly executed Xxxx by an authorized officer of Sale the Buyer, dated as of the Closing Date, confirming that the conditions set forth in Section 3.3(c)(i) and Assumption Agreement and duly executed copies of each Additional Transfer Document requiring execution and delivery by the PurchaserSection 3.3(c)(ii) have been satisfied; (iv) duly executed Lease Assignment and Assumption Agreements; (v) duly executed IP Assignment Agreements; (vi) duly executed Shared Intellectual Property License Agreements; (vii) duly executed Distribution and Reprint Rights Agreements; (viii) a duly executed Sublease; (ix) deliver to the extent not previously executed and deliveredSeller, copies of each Transaction Document contemplated to be executed and delivered by the Purchaser and its Affiliates at or prior to the ClosingPromissory Note, duly executed by the Purchaser or the applicable Affiliate; (x) transfer tax forms, if requiredBuyer; and (xiv) such other customary instruments of transfer, assumptions, filings or documents, in form and substance consistent with the provisions of this Agreement and otherwise reasonably satisfactory deliver to the Parent Seller, as may reasonably be required to give effect to the Transaction Documents (other than this Agreement) to which the Buyer or any of its Affiliates is a party, duly executed by the Buyer and any of its Affiliates that are party thereto.

Transactions to be Effected at Closing. At the Closing, the following transactions shall be effected deliveries by the partiesparties shall occur: (a) The Sellers TransTex shall deliver deliver, or cause to be delivered, to Buyer each of the Purchaserfollowing: (i) a duly executed Escrow Agreement; (ii) a duly executed transition services agreement in the form attached as Exhibit G hereto (the “Transition Services Agreement”); (iii) a duly executed xxxx of sale and sale, assignment and assumption agreement in the form attached as Exhibit H A hereto (the “Xxxx of Sale Sale, Assignment and Assumption Agreement”) transferring the tangible personal property included in the Purchased Assets to Buyer; (ii) a duly executed Intellectual Property Assignment in the form attached as Exhibit B hereto (the “Intellectual Property Assignment”) transferring all of TransTex’s right, title and interest in and to the registered Owned Intellectual Property to Buyer; (iii) with respect to the Owned Real Property a duly executed and notarized special warranty deed in the form attached as Exhibit C hereto (the “Special Warranty Deed”); (iv) with respect to the Leased Real Property, together with a duly executed Assignment and Assumption of Lease in the form attached as Exhibit D hereto (the “Assignment and Assumption of Lease”); (v) such other deedsmotor vehicle titles, assignments and other transfer documents (the “Additional Transfer Documents”) reasonably requested by the PurchaserBuyer, which shall be sufficient to transfer vest good and marketable title to the PurchaserPurchased Assets in the name of Buyer, free and clear of any Liens, except for Permitted Liens, and pursuant to which the Purchaser shall assume the Assumed Liabilities in accordance with Section 2.3; (ivvi) a duly executed assignment of each Transferred Lease Transition Services Agreement in the form attached as Exhibit I hereto, which assignment shall also contain the Purchaser’s assumption of Assumed Liabilities to the extent related to the applicable Transferred Lease E (the “Lease Assignment and Assumption Transition Services Agreement”); (vvii) stock certificates representing all of the Transferred Equity, together with duly executed stock powers or other instruments of transfer; (vi) originals of all of the Transferred Books and Records, other than those whose delivery is postponed for purposes of the Transition Services Agreement; (viiviii) a copy of each Required Consent in form and substance reasonably acceptable to duly executed by the Purchaserapplicable Person or Governmental Authority; (viiiix) a certificate stating that TransTex is not a “foreign” person within the meaning of non-foreign status that complies with U.S. Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise executed in accordance with, Treasury Regulations Section 1.1445-2(b)(2) from each Seller; (ix) such properly completed certificates or other instruments as are necessary to claim available exemptions from the payment of Taxes under applicable Law); (x) a certificate of the secretary of such Seller in form and substance reasonably acceptable to the Purchasergeneral partners of TransTex dated as of the Closing Date: (Ai) attaching a certificate true and complete copy of good standing TransTex’s Certificate of such Seller, issued within five Formation and Limited Partnership Agreement (5) days of as amended to the Closing Date by the Secretary of State of the jurisdiction of such Seller’s organizationdate thereof); (Bii) attaching true, correct true and complete copies of all resolutions of the board limited partners or the general partners of directors of such Seller TransTex adopted in connection with this Agreement, the other Transaction Documents and the Contemplated Transactionstransactions contemplated hereby or thereby; and (Ciii) setting forth the incumbency of its each of the officers of the general partners of TransTex who have executed and delivered this Agreement or any other Transaction Documents, including therein a signature specimen for each such officer; and (iv) attaching a certificate from the Secretary of States of Delaware and Texas, as of a date not earlier than 10-days prior to the Closing Date, as to the good standing of TransTex in the States of Delaware and Texas; (xi) Copyright assignment agreementa certificate, trademark assignment agreement and domain name assignment agreement in dated as of the forms attached Closing Date, executed by the general partners of TransTex, as Exhibits J, K and L hereto (collectively, the “IP Assignment Agreements”)required by Section 8.2; (xii) the duly executed Shared Intellectual Property License AgreementsFirst Amendment to Amended and Restated Eureka Hunter Holdings LLC Agreement; (xiii) duly executed Distribution and Reprint Rights Agreements; (xiv) a duly executed sublease in the form attached as Exhibit M hereto for space located on the seventh (7th), eighth (8th), ninth (9th) and tenth (10th) floors of the building commonly known as 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx (the “Sublease”); (xv) to the extent not previously executed and deliveredaddressed, copies of each Transaction Document contemplated to be executed and delivered by the Sellers and their Affiliates TransTex at or prior to the Closing, duly executed and delivered by TransTex; (xiv) a payoff letter from each Lien Holder listed on Schedule 2.6 that (i) specifies the amount required to be paid to the Lien Holder to cause such Lien Holder to release any liens on the Purchased Assets as of the Closing Date, (ii) provides that upon receipt of such payment such Xxxx Xxxxxx’x lien on the Purchased Assets is automatically released and terminated; (iii) to the extent a UCC-1 has been filed for any lien, authorizes Buyer or TransTex to file a UCC-3 lien termination statement(s) on behalf of such Lien Holder with the Governmental Authority or any other applicable Seller jurisdictions evidencing the release of such Xxxx Xxxxxx’x lien on the Purchased Assets; (iv) to the extent any such lien is on a titled asset, provides for delivery of the title document with the lien released, and (v) releases of any mortgages or its Affiliatedeeds of trust; (xv) such documents as may be required for the valid transfer or assignment of all Permits of TransTex that are transferable; (xvi) evidence duly executed Noncompete, Nonsolicitation and Confidentiality Agreements in substantially the form attached as Exhibit F from the general partners of TransTex and Xxxxxx X. Xxxxxxx, and X.X. Xxxxx (in form and substance reasonably acceptable to collectively, the Purchaser) of the release of all Liens (other than Permitted Liens) on the Transferred Assets“Noncompete Agreements”); (xvii) copies of any required transfer tax forms or waiver forms a duly executed Membership Interest Assignment Agreement in substantially the form attached as Exhibit G assigning all of TransTex’s membership interest in TranStar to Buyer and acknowledgedreflecting the consent of the managers of TranStar to such assignment (the “Membership Interest Assignment Agreement”); (xviii) two a title insurance policy (2obtained at TransTex’s expense) duly executed copies for the Owned Real Property issued by Chicago Title written as of the Section 338 Forms Closing Date, insuring Buyer’s fee simple title to the Owned Real Property as required of the Closing Date, subject only to Permitted Liens, in such amount as Buyer and TransTex reasonably determine to be the value of the Owned Real Property insured thereunder, provided that the cost of the deletion of the survey exception and any other endorsement, if requested by Section 6.3(c)(iiBuyer, shall be at Buyer’s expense, together with a survey (obtained at TransTex’s expense) in form and substance satisfactory to Buyer for the Owned Real Property; (xix) executed employment agreement by J. Xxxx Xxxxxxx on the form attached hereto as Exhibit H (the “Employment Agreement”); (xx) executed Landlord’s Estoppel Certificate by Xxxxxxx XxXxxxxx, LLC in the form attached hereto as Exhibit J; (xxi) an investment letter addressed to Eureka Hunter Holdings in substantially the form of Exhibit K executed by TransTex; (xxii) all Cash of TransTex either by immediately available funds by wire transfer to an account designed by Buyer or such other delivery method approved by Buyer; and (xixxxiii) such other customary documents and instruments as may be required of transfer, assumptions, filings or documents, in form and substance consistent with the provisions TransTex by any other provision of this Agreement and otherwise reasonably satisfactory to the Purchaser, or as may reasonably be required of TransTex to give effect to consummate the transactions contemplated by this Agreement. (b) The Purchaser shallBuyer (or in the case of Section 3.2(b)(ix) and Section 3.2(b)(xi), Eureka Hunter Holdings) or an Affiliate of Buyer shall deliver, or cause to be delivered, to TransTex each of the following: (i) pay to the Parent Seller, for the benefit of the Sellers, by wire transfer of immediately available funds to a bank account designated in writing by the Parent Seller at least three (3) Business Days prior to the Closing Date, an amount equal to the Closing Purchase Price; and (ii) deposit the Escrow Amount into the Escrow Account. (c) The Purchaser shall deliver to the Sellers: (i) a duly executed Escrow AgreementCash Payment; (ii) a evidence of the deposit of the Holdback Amount into the Holdback Account; (iii) the duly executed Xxxx of Sale, Assignment and Assumption Agreement; (iv) with respect to the Leased Real Property, the duly executed Assignment and Assumption of Lease; (v) the duly executed Transition Services Agreement; (iiivi) a the duly executed Xxxx of Sale and Assumption Agreement and duly executed copies of each Additional Transfer Document requiring execution and delivery by the Purchaser; (iv) duly executed Lease Membership Interest Assignment and Assumption Agreements; (v) duly executed IP Assignment Agreements; (vi) duly executed Shared Intellectual Property License AgreementsAgreement; (vii) duly the First Amendment to Amended and Restated Eureka Hunter Holdings LLC Agreement executed Distribution by Magnum Hunter and Reprint Rights AgreementsRidgeline Midstream Holdings, LLC; (viii) a duly certificate of the secretary of Buyer dated as of the Closing Date: (i) attaching a true and complete copy of its Certificate of Formation (as amended to the date thereof); (ii) attaching true and complete copies of all resolutions of its member in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby or thereby; (iii) setting forth the incumbency of each of Buyer’s officers who has executed Subleaseand delivered this Agreement or any other Transaction Documents, including therein a signature specimen for each such officer; and (iv) attaching certificates from the Secretary of State of the States of Delaware and Texas, as of a date not earlier than 10 days prior to the Closing Date, as to the good standing of Buyer in the States of Delaware and Texas; (ix) a certificate of the secretary of Eureka Hunter Holdings dated as of the Closing Date: (i) attaching a true and complete copy of its Certificate of Formation (as amended to the date thereof); (ii) attaching true and complete copies of all resolutions of its members in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby or thereby; (iii) setting forth the incumbency of each of Eureka Hunter Holding’s officers who has executed and delivered this Agreement or any other Transaction Documents, including therein a signature specimen for each such officer; and (iv) attaching certificates from the Secretary of State of the State of Delaware, as of a date not earlier than 10 days prior to the Closing Date, as to the good standing of Eureka Hunter Holdings in the State of Delaware; (x) a certificate, dated as of the Closing Date, executed by the appropriate officer of Buyer, as required by Section 9.2; (xi) a certificate, dated as of the Closing Date, executed by the appropriate officer of Eureka Hunter Holdings, as required by Section 9.2; (xii) to the extent not previously executed and deliveredaddressed, copies of each Transaction Document contemplated to be executed and delivered by the Purchaser and its Affiliates Buyer at or prior to the Closing, duly executed by the Purchaser or the applicable Affiliate; (xxiii) transfer tax forms, if requiredthe duly executed Employment Agreement; and (xixiv) such other customary documents and instruments as may be required of transfer, assumptions, filings or documents, in form and substance consistent with the provisions Buyer by any other provision of this Agreement and otherwise reasonably satisfactory to the Parent Seller, or as may reasonably be required of Buyer to give effect to consummate the transactions contemplated by this Agreement. (c) Buyer or an Affiliate of Buyer shall deliver, or cause to be delivered, the Holdback Amount into the Holdback Account.

Transactions to be Effected at Closing. At the Closing, the following transactions shall be effected by the partiesParties: (a) The Sellers Seller shall pay fifty percent (50%) of the R&W Premium to the insurer under the R&W Insurance Policy and deliver to the PurchaserBuyer: (i) a duly the Membership Interest Assignment Agreement, executed Escrow Agreementby Seller; (ii) a duly executed transition services agreement in certificate, dated the form attached Closing Date, signed by an officer of Seller certifying as Exhibit G hereto (to incumbency matters and certifying and attaching resolutions of the “Transition Services Agreement”)sole member of the Company approving the Transactions; (iii) a duly executed xxxx of sale and assignment and assumption agreement certificate, in the form attached as Exhibit H hereto (the “Xxxx of Sale and Assumption Agreement”compliance with Treasury Regulations Section 1.1445-2(b), together with such other deedscertifying that Seller, assignments and other transfer documents (the “Additional Transfer Documents”) reasonably requested by the Purchaseror if Seller is a disregarded entity for U.S. federal income Tax purposes, to transfer title to the PurchaserSeller’s regarded owner, free and clear of any Liens, except for Permitted Liens, and pursuant to which the Purchaser shall assume the Assumed Liabilities in accordance with Section 2.3is not a foreign person; (iv) a duly executed assignment resignation letters, effective as of the Closing, of each Transferred Lease in member of the form attached as Exhibit I hereto, which assignment shall also contain Board of Directors and officer of the Purchaser’s assumption of Assumed Liabilities to the extent related to the applicable Transferred Lease (the “Lease Assignment and Assumption Agreement”)Company; (v) stock certificates representing all evidence reasonably satisfactory to Buyer reflecting that the Interests and the assets of the Transferred Equity, together with duly executed stock powers or other instruments Company are free and clear of transferall Liens arising under the Indentures; (vi) originals of such conveyances and assignment agreements, duly executed by Seller and the Company, as may be reasonably required to cause all of right, title and interest in and to the Transferred Books Excluded Assets (and Records, other than those whose delivery is postponed for purposes of the Transition Services Agreementany Liabilities associated therewith) to be transferred to Seller or its designee; (vii) a copy mutual Waiver and Release, executed by the Company and each director and officer of each Required Consent in form and substance reasonably acceptable to the PurchaserCompany; (viii) a certificate an Assignment of non-foreign status that complies with U.S. Treasury Regulations Section 1.1445-2(b)(2) from each SellerContracts in substantially the form attached as Exhibit G, executed by Seller or its Affiliates, as applicable; (ix) such properly completed certificates or other instruments as evidence reasonably satisfactory to Buyer that all consents listed on Schedule 4.4, Schedule 5.3(a), and Schedule 5.3(b) have been obtained and are necessary to claim available exemptions from the payment of Taxes under applicable Lawin full force and effect; (x) a certificate of the secretary of such Seller in form and substance reasonably acceptable to the Purchaser: (A) attaching a certificate of good standing of such Environmental Responsibilities Addendum, executed by Seller, issued within five (5) days of the Closing Date by the Secretary of State of the jurisdiction of such Seller’s organization; (B) attaching true, correct and complete copies of all resolutions of the board of directors of such Seller adopted in connection with this Agreement, the other Transaction Documents and the Contemplated Transactions; and (C) setting forth the incumbency of its officers who have executed and delivered this Agreement or any other Transaction Documents, including therein a signature specimen for each such officer; (xi) Copyright assignment agreementthe Side Letter Agreement and the Backstop Agreement, trademark assignment agreement and domain name assignment agreement in the forms attached as Exhibits J, K and L hereto (collectively, the “IP Assignment Agreements”);each executed by Seller; and (xii) duly executed Shared Intellectual Property License Agreements; (xiii) duly executed Distribution and Reprint Rights Agreements; (xiv) a duly executed sublease in the form attached as Exhibit M hereto for space located on the seventh (7th), eighth (8th), ninth (9th) and tenth (10th) floors of the building commonly known as 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx (the “Sublease”); (xv) to the extent not previously executed and delivered, copies of each Transaction Document contemplated to be executed and delivered by the Sellers and their Affiliates at or prior to the Closing, duly executed by the applicable Seller or its Affiliate; (xvi) evidence (in form and substance reasonably acceptable to the Purchaser) of the release of all Liens (other than Permitted Liens) on the Transferred Assets; (xvii) copies of any required transfer tax forms or waiver forms duly executed and acknowledged; (xviii) two (2) duly executed copies of the Section 338 Forms as required by Section 6.3(c)(ii); and (xix) such other customary instruments of transfer, assumptions, filings or documents, in form and substance consistent with instruments or agreements contemplated hereby or reasonably requested by Buyer necessary to consummate the provisions of this Agreement and otherwise reasonably satisfactory to the Purchaser, as may reasonably be required to give effect to this AgreementTransactions. (b) The Purchaser Buyer shall: (i) pay to the Parent Seller, for the benefit of the Sellers, by wire transfer of immediately available funds to a bank account or accounts designated in writing by the Parent Seller at least three (3) Business Days prior to the Closing DateSeller, an amount equal to the Closing Purchase Price; and (ii) deposit the Escrow Amount into the Escrow Account. (c) The Purchaser shall deliver to the Sellers: (i) a duly executed Escrow AgreementPayment; (ii) deliver to Seller a duly certificate, dated the Closing Date, executed Transition Services Agreementby an officer of Buyer certifying as to incumbency matters and certifying and attaching resolutions of the Manager of Buyer approving the Transactions; (iii) deliver to Seller a duly copy of the Settlement Agreement executed Xxxx of Sale and Assumption Agreement and duly executed copies of each Additional Transfer Document requiring execution and delivery by the Purchaserparties thereto other than the Company and CSPP; (iv) duly executed Lease Assignment and Assumption Agreementspay fifty percent (50%) of the R&W premium to the insurer under the R&W Insurance Policy; (v) duly deliver to Seller the Membership Interest Assignment Agreement, executed IP Assignment Agreementsby Buyer; (vi) duly deliver to Seller the Environmental Responsibilities Addendum, executed Shared Intellectual Property License Agreementsby Buyer; (vii) duly deliver to Seller the Side Letter Agreement and the Backstop Agreement, each executed Distribution and Reprint Rights Agreements;by the parties thereto other than Seller; and (viii) a duly executed Sublease; (ix) deliver to the extent not previously executed and delivered, copies of each Transaction Document contemplated to be executed and delivered by the Purchaser and its Affiliates at or prior to the Closing, duly executed by the Purchaser or the applicable Affiliate; (x) transfer tax forms, if required; and (xi) such Seller other customary instruments of transfer, assumptions, filings or documents, in form and substance consistent with instruments or agreements contemplated hereby or reasonably requested by Seller necessary to consummate the provisions of this Agreement and otherwise reasonably satisfactory to the Parent Seller, as may reasonably be required to give effect to this AgreementTransactions.

Transactions to be Effected at Closing. At the Closing, the following transactions shall be effected by the partiesoccur: (a) The Sellers Buyer shall instruct the Exchange Agent to issue the shares of Parentco Common Stock due to each Seller pursuant to Section 1.2; (b) XX Xxxxxxx and each Seller (other than XX Xxxxxxx Seller) shall deliver to Buyer all certificates representing its Equity Securities in the Company, which Buyer shall deliver to the Purchaser:Company for cancellation and (in the case of the Membership Interests) reissuance to Xxxxxxxx; (c) XX Xxxxxxx Seller shall deliver to Buyer evidence reasonably satisfactory to Buyer of the transfer of the Equity Securities of XX Xxxxxxx; (d) each Seller shall deliver to Buyer either (i) a duly executed Escrow Agreement; an IRS Form W-9 or (ii) a duly executed transition services agreement in the form attached as Exhibit G hereto (the “Transition Services Agreement”); (iii) a duly executed xxxx of sale an affidavit and assignment and assumption agreement in the form attached as Exhibit H hereto (the “Xxxx of Sale and Assumption Agreement”), together with such other deeds, assignments and other transfer documents (the “Additional Transfer Documents”) reasonably requested by the Purchaser, to transfer title to the Purchaser, free and clear of any Liens, except for Permitted Liens, and pursuant to which the Purchaser shall assume the Assumed Liabilities in accordance with Section 2.3; (iv) a duly executed assignment of each Transferred Lease in the form attached as Exhibit I hereto, which assignment shall also contain the Purchaser’s assumption of Assumed Liabilities to the extent related to the applicable Transferred Lease (the “Lease Assignment and Assumption Agreement”); (v) stock certificates representing all of the Transferred Equity, together with duly executed stock powers or other instruments of transfer; (vi) originals of all of the Transferred Books and Records, other than those whose delivery is postponed for purposes of the Transition Services Agreement; (vii) a copy of each Required Consent in form and substance reasonably acceptable to the Purchaser; (viii) a certificate certification of non-foreign status that complies complying with U.S. the requirements of Section 1446(f) of the Code and Treasury Regulations Section Regulation section 1.1445-2(b)(22(b)(2)(iv) from each Seller; (ix) such properly completed certificates or other instruments as are necessary to claim available exemptions from the payment of Taxes under applicable Law; (x) a certificate of the secretary of such Seller in form and substance reasonably acceptable satisfactory to the Purchaser: (A) attaching a certificate of good standing of such Seller, issued within five (5) days of the Closing Date by the Secretary of State of the jurisdiction of such Seller’s organization; (B) attaching true, correct and complete copies of all resolutions of the board of directors of such Seller adopted in connection with this Agreement, the other Transaction Documents and the Contemplated Transactions; and (C) setting forth the incumbency of its officers who have executed and delivered this Agreement or any other Transaction Documents, including therein a signature specimen for each such officerBuyer; (xie) Copyright assignment agreement, trademark assignment agreement conditioned upon XX Xxxxxxx receiving an affidavit and domain name assignment agreement certification from the Company that equity interests in the forms attached as Exhibits JCompany are not U.S. real property interests, K and L hereto (collectively, complying with the “IP Assignment Agreements”); (xii) duly executed Shared Intellectual Property License Agreements; (xiii) duly executed Distribution and Reprint Rights Agreements; (xiv) a duly executed sublease in the form attached as Exhibit M hereto for space located on the seventh (7th), eighth (8th), ninth (9threquirements of Sections 1.1445-2(c)(3) and tenth (10th) floors of the building commonly known as 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx (the “Sublease”); (xv) to the extent not previously executed and delivered, copies of each Transaction Document contemplated to be executed and delivered by the Sellers and their Affiliates at or prior to the Closing, duly executed by the applicable Seller or its Affiliate; (xvi) evidence (in form and substance reasonably acceptable to the Purchaser1.897-2(h) of the release Code (a “US Real Property Certificate”), XX Xxxxxxx shall deliver to Buyer a US Real Property Certificate that the shares of all Liens (other than Permitted Liens) on the Transferred Assets; (xvii) copies of any required transfer tax forms or waiver forms duly executed and acknowledged; (xviii) two (2) duly executed copies of the Section 338 Forms as required by Section 6.3(c)(ii); and (xix) such other customary instruments of transfer, assumptions, filings or documentscapital stock in XX Xxxxxxx are not U.S. real property interests, in form and substance consistent with satisfactory to Buyer (and within the provisions time frames required by applicable Treasury Regulations Section 1.897-2(h)(2) XX Xxxxxxx shall mail to the Internal Revenue Service the information relating thereto required by such Treasury Regulation); (f) Buyer shall deliver to Sellers a fully executed counterpart of this the Registration Rights Agreement and otherwise reasonably satisfactory to the Purchaser, as may reasonably be required to give effect to this Lock-Up Agreement.; (bg) The Purchaser shall:each Seller shall deliver to Buyer a fully executed counterpart of the Registration Rights Agreement and Lock-Up Agreement; (h) all Sellers who have the right to designate managers of the Company will deliver the designee’s resignation (or cause the removal of the designee from the board of managers of the Company); (i) pay Ares shall deliver to Buyer all the Existing Ares Warrants, which Buyer shall deliver to the Parent Seller, Company for cancellation; (j) Buyer shall issue to Ares the benefit of the Sellers, by wire transfer of immediately available funds to a bank account designated in writing by the Parent Seller at least three (3) Business Days prior to the Closing Date, an amount equal to the Closing Purchase PriceNew Ares Warrants; and (iik) deposit the Escrow Amount into Company shall issue to Xxxxxxxx one or more certificates representing the Escrow Account. (c) The Purchaser shall deliver Membership Interests acquired by Buyer pursuant to the Sellers: (i) a duly executed Escrow Agreement; (ii) a duly executed Transition Services Agreement; (iii) a duly executed Xxxx of Sale and Assumption Agreement and duly executed copies of each Additional Transfer Document requiring execution and delivery by the Purchaser; (iv) duly executed Lease Assignment and Assumption Agreements; (v) duly executed IP Assignment Agreements; (vi) duly executed Shared Intellectual Property License Agreements; (vii) duly executed Distribution and Reprint Rights Agreements; (viii) a duly executed Sublease; (ix) to the extent not previously executed and delivered, copies of each Transaction Document contemplated to be executed and delivered by the Purchaser and its Affiliates at or prior to the Closing, duly executed by the Purchaser or the applicable Affiliate; (x) transfer tax forms, if required; and (xi) such other customary instruments of transfer, assumptions, filings or documents, in form and substance consistent with the provisions of this Agreement and otherwise reasonably satisfactory contributed to the Parent Seller, as may reasonably be required Xxxxxxxx pursuant to give effect to this AgreementSection 1.5.

Transactions to be Effected at Closing. (a) At the Closing, the following transactions Acquirors shall be effected by the parties: (a) The Sellers shall deliver to the Purchaserdeliver: (i) the Cash Consideration to (A) the Administrative Agent under the Algeco Credit Facility to repay certain borrowings by the Acquired Companies thereunder, in the amount specified in a duly executed Escrow Agreement; (ii) a duly executed transition services agreement in customary payoff letter from the form attached as Exhibit G hereto (the “Transition Services Agreement”); (iii) a duly executed xxxx of sale Administrative Agent and assignment and assumption agreement in the form attached as Exhibit H hereto (the “Xxxx of Sale and Assumption Agreement”), together with such other deeds, assignments and other transfer documents (the “Additional Transfer Documents”) reasonably requested by the Purchaser, to transfer title delivered prior to the Purchaser, free and clear of any Liens, except for Permitted Liens, and pursuant to which the Purchaser shall assume the Assumed Liabilities in accordance with Section 2.3; (iv) a duly executed assignment of each Transferred Lease in the form attached as Exhibit I hereto, which assignment shall also contain the Purchaser’s assumption of Assumed Liabilities to the extent related to the applicable Transferred Lease (the “Lease Assignment and Assumption Agreement”); (v) stock certificates representing all of the Transferred Equity, together with duly executed stock powers or other instruments of transfer; (vi) originals of all of the Transferred Books and Records, other than those whose delivery is postponed for purposes of the Transition Services Agreement; (vii) a copy of each Required Consent in form and substance reasonably acceptable to the Purchaser; (viii) a certificate of non-foreign status that complies with U.S. Treasury Regulations Section 1.1445-2(b)(2) from each Seller; (ix) such properly completed certificates or other instruments as are necessary to claim available exemptions from the payment of Taxes under applicable Law; (x) a certificate of the secretary of such Seller in form and substance reasonably acceptable to the Purchaser: (A) attaching a certificate of good standing of such Seller, issued within five (5) days of the Closing Date by the Secretary of State of the jurisdiction of such Seller’s organizationDate; (B) attaching true, correct and complete copies of all resolutions certain Affiliates of the board of directors of such Seller adopted in connection with this Agreement, the other Transaction Documents and the Contemplated Transactions; and (C) setting forth the incumbency of its officers who have executed and delivered this Agreement or any other Transaction Documents, including therein a signature specimen for each such officer; (xi) Copyright assignment agreement, trademark assignment agreement and domain name assignment agreement Acquired Companies in the forms attached as Exhibits J, K and L hereto (collectively, the “IP Assignment Agreements”); (xii) duly executed Shared Intellectual Property License Agreements; (xiii) duly executed Distribution and Reprint Rights Agreements; (xiv) amounts specified in a duly executed sublease in the form attached as Exhibit M hereto for space located on the seventh (7th), eighth (8th), ninth (9th) and tenth (10th) floors of the building commonly known as 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx (the “Sublease”); (xv) to the extent not previously executed and delivered, copies of each Transaction Document contemplated payoff letter to be executed and delivered by the Sellers and their Affiliates at or Seller prior to the Closing, duly executed by the applicable Seller or its Affiliate; (xvi) evidence (in form and substance reasonably acceptable Closing Date to the Purchaser) repay certain intercompany Indebtedness of the release of all Liens (other than Permitted Liens) on the Transferred Assets; (xvii) copies of any required transfer tax forms or waiver forms duly executed and acknowledged; (xviii) two (2) duly executed copies of the Section 338 Forms as required by Section 6.3(c)(ii); and (xix) such other customary instruments of transfer, assumptions, filings or documentsAcquired Companies, in form and substance consistent with the provisions of this Agreement and otherwise reasonably satisfactory to the Purchaser, as may reasonably be required to give effect to this Agreement. (b) The Purchaser shall: (i) pay to the Parent Seller, for the benefit of the Sellers, cash by wire transfer of immediately available funds to a bank an account or accounts designated in writing such payoff letter; and (C) to Seller the remaining amount of Cash Consideration after giving effect to the payments under clauses (A) and (B) above; (ii) stock certificate(s) evidencing the Stock Consideration in the names and denominations requested by the Parent Seller, free and clear of all Liens; (iii) funds to pay the Transaction Expenses, estimated to be approximately $25.0 million, with the final amount thereof to be agreed to between the Seller and the Acquirors prior to the Closing, to the payees of the amounts owed thereto; (iv) the Certificate of Merger, duly executed by Arrow Bidco; and (v) the Registration Rights Agreement, duly executed by each of the Founders and Listco; (vi) all other agreements, documents, instruments or certificates required to be delivered by the Acquirors at least three (3) Business Days or prior to the Closing Datepursuant to Section 8.02 of this Agreement. (b) At the Closing, an amount equal Seller shall deliver to the Closing Purchase PriceAcquirors: (i) the Registration Rights Agreement, duly executed by Seller and each Person in whose name Stock Consideration is issued; and (ii) deposit membership interest certificate(s) or book entry statements, as the Escrow Amount into the Escrow Account. (c) The Purchaser shall deliver case may be, evidencing Seller’s Membership Interests, free and clear of all Liens, other than Permitted Liens, duly endorsed in blank or accompanied by instruments of transfer duly executed in blank, with all required transfer tax stamps affixed thereto, to the Sellers: (i) a duly executed Escrow Agreement; (ii) a duly executed Transition Services Agreement;extent applicable; and (iii) a duly executed Xxxx of Sale and Assumption Agreement and duly executed copies of each Additional Transfer Document requiring execution and delivery by the Purchaser; (iv) duly executed Lease Assignment and Assumption Agreements; (v) duly executed IP Assignment Agreements; (vi) duly executed Shared Intellectual Property License Agreements; (vii) duly executed Distribution and Reprint Rights Agreements; (viii) a duly executed Sublease; (ix) to the extent not previously executed and deliveredall other agreements, copies of each Transaction Document contemplated documents, instruments or certificates required to be executed and delivered by the Purchaser and its Affiliates Seller at or prior to the Closing, duly executed by the Purchaser or the applicable Affiliate; (x) transfer tax forms, if required; and (xi) such other customary instruments Closing pursuant to Section 8.03 of transfer, assumptions, filings or documents, in form and substance consistent with the provisions of this Agreement and otherwise reasonably satisfactory to the Parent Seller, as may reasonably be required to give effect to this Agreement.

Transactions to be Effected at Closing. (a) At the Closing, the following transactions shall be effected by the parties: (a) The Sellers shall deliver to the Purchaser: (i) a duly executed Escrow Agreement; (ii) a duly executed transition services agreement in the form attached as Exhibit G hereto (the “Transition Services Agreement”); (iii) a duly executed xxxx of sale and assignment and assumption agreement in the form attached as Exhibit H hereto (the “Xxxx of Sale and Assumption Agreement”), together with such other deeds, assignments and other transfer documents (the “Additional Transfer Documents”) reasonably requested by the Purchaser, to transfer title Representative shall deliver to the PurchaserBuyer a certificate, free and clear of any Liens, except for Permitted Liens, and pursuant to which the Purchaser shall assume the Assumed Liabilities in accordance with Section 2.3; (iv) a duly executed assignment of each Transferred Lease in the form attached as Exhibit I hereto, which assignment shall also contain the Purchaser’s assumption of Assumed Liabilities to the extent related to the applicable Transferred Lease (the “Lease Assignment and Assumption Agreement”); (v) stock certificates representing all of the Transferred Equity, together with duly executed stock powers or other instruments of transfer; (vi) originals of all of the Transferred Books and Records, other than those whose delivery is postponed for purposes of the Transition Services Agreement; (vii) a copy of each Required Consent in form and substance reasonably acceptable to the PurchaserBuyer, executed by the Representative, setting forth a true, correct and complete list of the name of each holder of Xxxxx Interests and GPS Interests and the number of Xxxxx Interests or GPS Interests held by such Person immediately before the Closing; (viiiii) a certificate each of non-foreign status that complies with U.S. Treasury Regulations Section 1.1445-2(b)(2) from Xxxxx, GPS, and each Seller (or the Representative on behalf of each Seller) shall deliver to the Buyer the certificate to be delivered pursuant to Section 9.2(d); (ixiii) such properly completed certificates or other instruments as are necessary to claim available exemptions from the payment of Taxes under applicable Law; (x) a certificate Xxxxx NewCo shall deliver to the Buyer an interest assignment representing all of the secretary Xxxxx Interests duly executed by Xxxxx NewCo, and (y) GPS NewCo shall deliver to the Buyer an interest assignment representing all of such Seller the GPS Interests duly executed by GPS NewCo, in each case of clauses (x) and (y), in form and substance reasonably acceptable to the Purchaser: (A) attaching a certificate of good standing of such Seller, issued within five (5) days of the Closing Date by the Secretary of State of the jurisdiction of such Seller’s organization; (B) attaching true, correct and complete copies of all resolutions of the board of directors of such Seller adopted in connection with this Agreement, the other Transaction Documents and the Contemplated Transactions; and (C) setting forth the incumbency of its officers who have executed and delivered this Agreement or any other Transaction Documents, including therein a signature specimen for each such officerBuyer; (xiiv) Copyright assignment agreementthe Representative shall or Sellers shall, trademark assignment agreement and domain name assignment agreement in the forms attached as Exhibits Jshall cause each applicable Acquired Company to, K and L hereto (collectively, the “IP Assignment Agreements”); (xii) duly executed Shared Intellectual Property License Agreements; (xiii) duly executed Distribution and Reprint Rights Agreements; (xiv) a duly executed sublease in the form attached as Exhibit M hereto for space located on the seventh (7th), eighth (8th), ninth (9th) and tenth (10th) floors of the building commonly known as 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx (the “Sublease”); (xv) deliver to the extent not previously executed and deliveredBuyer, copies of each Transaction Document contemplated to be executed and delivered by the Sellers and their Affiliates at or prior to the Closing, duly executed by the applicable Seller or its Affiliate; (xvi) written evidence (in form and substance reasonably acceptable to the Purchaser) Buyer of the release termination of all Liens (other than Permitted Liens) on the Transferred Assetseach agreement required to be terminated pursuant to Section 7.13; (xviiv) copies the Representative shall deliver, or cause to be delivered, to the Buyer the resignations required to be delivered by the managers, directors and officers of any required transfer tax forms or waiver forms duly executed and acknowledgedthe Acquired Companies, as applicable, pursuant to Section 7.14; (xviiivi) two each NewCo and each Seller shall deliver to the Buyer a duly and properly executed IRS Form W-9; (2vii) each of the Sellers and each NewCo shall deliver to the Buyer, and the Sellers shall cause the applicable Acquired Companies to deliver, true and complete copies of all of Restructuring Documents duly executed by the Sellers, each NewCo and each Acquired Company, as applicable (including the limited liability company agreement of Xxxxx entered into by Xxxxx NewCo and Xxxxx, in a form mutually agreed between the Buyer and the Representative (the “Xxxxx Restructuring LLC Agreement”) and the limited liability company agreement of GPS entered into by GPS NewCo and GPS , in a form mutually agreed between the Buyer and the Representative (the “GPS Restructuring LLC Agreement”)); (viii) the Representative shall deliver to the Buyer the Pay-Off Letters, duly executed by the applicable Acquired Companies; (ix) the Representative shall deliver to the Buyer the Escrow Agreement, duly executed by the Representative; (x) to the extent Buyer and certain key employees of the Acquired Companies choose to enter into retention agreements, the Representative shall deliver executed copies of such retention agreements executed by the Section 338 Forms as required by Section 6.3(c)(iiapplicable employee of the Buyer (and each of the Sellers shall use commercially reasonable efforts to encourage the applicable employees to execute such retention agreements); and (xixxi) such other customary instruments of transferthe Representative, assumptionseach NewCo, filings or documentsXxxxx, in form GPS, and substance consistent with the provisions of this Agreement and otherwise reasonably satisfactory Sellers shall deliver to the Purchaser, as may Buyer other documents reasonably be required to give effect to this Agreementrequested by the Buyer. (b) The Purchaser At the Closing, the Buyer shall: (i) pay pay, or cause to be paid to the Parent SellerRepresentative (on behalf of, for and at the benefit direction of the SellersXxxxx NewCo), by wire transfer of immediately available funds to a bank account designated in writing by the Parent Seller Representative at least three two (32) Business Days prior to before the Closing Date, an amount equal to the Closing Xxxxx Estimated Purchase Price; and (ii) deposit Price payable pursuant to Section 2.1, which payment shall constitute full satisfaction of the Escrow Amount into Buyer’s obligations to Xxxxx NewCo and the Escrow Account. (c) The Purchaser shall deliver to the Sellers: (i) a duly executed Escrow AgreementXxxxx Sellers under Section 2.1(a)(i); (ii) pay, or cause to be paid to the Representative (on behalf of, and at the direction of GPS NewCo), by wire transfer of immediately available funds to a duly executed Transition Services Agreementbank account designated in writing by the Representative at least two (2) Business Days before the Closing Date, an amount equal to the GPS Estimated Purchase Price payable pursuant to Section 2.1, which payment shall constitute full satisfaction of the Buyer’s obligations to GPS NewCo and the GPS Sellers under Section 2.1(b)(i); (iii) a duly executed Xxxx deposit, or cause to be deposited (x) the Xxxxx Adjustment Escrow Amount and the GPS Adjustment Escrow Amount into the Xxxxx Adjustment Escrow Account and GPS Adjustment Escrow Account, as applicable (which accounts shall be segregated accounts and for which all earned interest shall be for the benefit of Sale the Sellers) and Assumption Agreement (y) the aggregate of the Xxxxx Tax Indemnity Escrow Amount and duly executed copies GPS Tax Indemnity Escrow Amount (such total, being $10,000,000.00, the “Tax Indemnity Escrow Amount”) into the Tax Indemnity Escrow Account (which account shall be segregated accounts and for which all earned interest shall be for the benefit of each Additional Transfer Document requiring execution and delivery by the PurchaserSellers); (iv) duly executed Lease Assignment deposit, or cause to be deposited the Special Tax Indemnity Escrow Amount into the Special Adjustment Escrow Account (which account shall be a segregated account and Assumption Agreementsfor which all earned interest shall be for the benefit of the Sellers); (v) duly executed IP Assignment Agreementspay, or cause to be paid, on behalf of the Acquired Companies, the Closing Transaction Expenses by wire transfer of immediately available funds or as otherwise as directed by the Representative, to bank account(s) designated in writing by the Representative at least three (3) Business Days before the Closing Date; (vi) duly executed Shared Intellectual Property License Agreementspay, or cause to be paid, on behalf of the Acquired Companies (as applicable), all of the Funded Indebtedness in accordance with the Pay-Off Letters to the applicable Pay-Off Lenders; (vii) deliver, or cause to be delivered, the Escrow Agreement(s) to the Representative, duly executed Distribution and Reprint Rights Agreementsby the Buyer; (viii) a duly executed Subleasedeliver, or cause to be delivered, the certificate to the Representative pursuant to Section 9.3(c); (ix) deliver, or cause to the extent not previously executed and be delivered, copies a copy of each Transaction Document contemplated to be executed the R&W Policy, including evidence that the R&W Policy has been bound and delivered by the Purchaser and its Affiliates at or prior to the Closing, duly executed by the Purchaser or the applicable Affiliate;issued; and (x) transfer tax formsdeliver, if required; and (xi) or cause to be delivered, such other customary instruments of transfer, assumptions, filings or documents, in form and substance consistent with the provisions of this Agreement and otherwise reasonably satisfactory documents to the Parent Seller, as may Representative reasonably be required to give effect to this Agreementrequested by the Representative.

Transactions to be Effected at Closing. At the Closing, the following transactions shall be effected by the parties: (a) The Sellers the Representative or the Company shall deliver to the PurchaserBuyer: (i) (A) a certificate, executed by the Representative, setting forth a true, correct and complete list of the name of each holder of Membership Interests and the number of Membership Interests held by such Person immediately before the Closing; and (B) an assignment or other instrument of transfer reasonably acceptable to the Buyer of the Purchased Interests owned by the applicable Seller, duly executed Escrow Agreementby such Seller with all such other documents as may be reasonably requested by the Buyer to vest in the Buyer good and marketable title to the Purchased Interests being sold by such Seller free and clear of all Liens. The Company shall record the transfer of the Purchased Interests described in this Section 3.2(a) on its transfer books; (ii) a duly the Escrow Agreement executed transition services agreement in by each Seller and the form attached as Exhibit G hereto (the “Transition Services Agreement”)Escrow Agent; (iii) a duly the Third Amended and Restated Operating Agreement executed xxxx of sale and assignment and assumption agreement in the form attached as Exhibit H hereto (the “Xxxx of Sale and Assumption Agreement”), together with such other deeds, assignments and other transfer documents (the “Additional Transfer Documents”) reasonably requested by the Purchaser, to transfer title to the Purchaser, free and clear of any Liens, except for Permitted Liens, and pursuant to which the Purchaser shall assume the Assumed Liabilities in accordance with Section 2.3each Seller; (iv) a duly executed assignment each of each Transferred Lease in the form attached as Exhibit I heretodocuments, which assignment shall also contain certificates and items required to be delivered by the Purchaser’s assumption of Assumed Liabilities Sellers pursuant to the extent related to the applicable Transferred Lease (the “Lease Assignment and Assumption Agreement”);Article IX; and (v) stock certificates representing all of the Transferred Equity, together with duly executed stock powers or other instruments of transfer; (vi) originals of all of the Transferred Books and Records, other than those whose delivery is postponed for purposes of the Transition Services Agreement; (vii) a copy of each Required Consent in form and substance documents reasonably acceptable to the Purchaser; (viii) a certificate of non-foreign status that complies with U.S. Treasury Regulations Section 1.1445-2(b)(2) from each Seller; (ix) such properly completed certificates or other instruments as are necessary to claim available exemptions from the payment of Taxes under applicable Law; (x) a certificate of the secretary of such Seller in form and substance reasonably acceptable to the Purchaser: (A) attaching a certificate of good standing of such Seller, issued within five (5) days of the Closing Date requested by the Secretary of State of the jurisdiction of such Seller’s organization; (B) attaching true, correct and complete copies of all resolutions of the board of directors of such Seller adopted in connection with this Agreement, the other Transaction Documents and the Contemplated Transactions; and (C) setting forth the incumbency of its officers who have executed and delivered this Agreement or any other Transaction Documents, including therein a signature specimen for each such officer; (xi) Copyright assignment agreement, trademark assignment agreement and domain name assignment agreement in the forms attached as Exhibits J, K and L hereto (collectively, the “IP Assignment Agreements”); (xii) duly executed Shared Intellectual Property License Agreements; (xiii) duly executed Distribution and Reprint Rights Agreements; (xiv) a duly executed sublease in the form attached as Exhibit M hereto for space located on the seventh (7th), eighth (8th), ninth (9th) and tenth (10th) floors of the building commonly known as 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx (the “Sublease”); (xv) to the extent not previously executed and delivered, copies of each Transaction Document contemplated to be executed and delivered by the Sellers and their Affiliates at or prior to the Closing, duly executed by the applicable Seller or its Affiliate; (xvi) evidence (in form and substance reasonably acceptable to the Purchaser) of the release of all Liens (other than Permitted Liens) on the Transferred Assets; (xvii) copies of any required transfer tax forms or waiver forms duly executed and acknowledged; (xviii) two (2) duly executed copies of the Section 338 Forms as required by Section 6.3(c)(ii); and (xix) such other customary instruments of transfer, assumptions, filings or documents, in form and substance consistent with the provisions of this Agreement and otherwise reasonably satisfactory to the Purchaser, as may reasonably be required to give effect to this AgreementBuyer. (b) The Purchaser Buyer shall: (i) pay to the Parent Representative for distribution to each Seller, for the benefit of the Sellers, by wire transfer of immediately available funds to a bank account designated in writing the Designated Accounts an amount equal to the Initial Purchase Price (reduced by the Parent Seller Escrow Amount) payable at least three Closing; (3ii) Business Days prior pay to the Closing DateEscrow Agent, by wire transfer of immediately available funds, an amount equal to the Closing Purchase Price; and (ii) deposit the Escrow Amount into the Escrow Account. (c) The Purchaser shall deliver to the Sellers: (i) a duly executed Escrow Agreement; (ii) a duly executed Transition Services AgreementAmount; (iii) a duly deliver the Escrow Agreement executed Xxxx of Sale and Assumption Agreement and duly executed copies of each Additional Transfer Document requiring execution and delivery by the PurchaserBuyer; (iv) duly deliver the Third Amended and Restated Operating Agreement executed Lease Assignment and Assumption Agreements;by the Buyer; and (v) duly executed IP Assignment Agreements; (vi) duly executed Shared Intellectual Property License Agreements; (vii) duly executed Distribution deliver each of the documents, certificates and Reprint Rights Agreements; (viii) a duly executed Sublease; (ix) to the extent not previously executed and delivered, copies of each Transaction Document contemplated items required to be executed and delivered by the Purchaser and its Affiliates at or prior Buyer pursuant to the Closing, duly executed by the Purchaser or the applicable Affiliate; (x) transfer tax forms, if required; and (xi) such other customary instruments of transfer, assumptions, filings or documents, in form and substance consistent with the provisions of this Agreement and otherwise reasonably satisfactory to the Parent Seller, as may reasonably be required to give effect to this Agreement.Article X.

Transactions to be Effected at Closing. At the Closing, the following transactions shall be effected by the parties: (a) The Sellers the Seller shall or shall cause its Affiliates to, as applicable, deliver to the PurchaserPurchaser or its Affiliates: (iiv) a duly executed Escrow AgreementLocal Agreements; (iiv) counterparts of the Ancillary Agreements to which the Seller or any of its Affiliates is a party duly executed transition services agreement in by the form attached Seller or such Affiliates, as Exhibit G hereto (the “Transition Services Agreement”)applicable; (iiivi) a duly executed xxxx of sale and assignment and assumption agreement in the form attached as Exhibit H hereto (the “Xxxx of Sale and Assumption Agreement”), together with such other deeds, assignments and other transfer documents (the “Additional Transfer Documents”) reasonably if requested by the Purchaser, to transfer title to the Purchaser, free and clear letters of any Liens, except for Permitted Liens, and pursuant to which the Purchaser shall assume the Assumed Liabilities in accordance with Section 2.3; resignation (ivor evidence that such directors have been removed from office) a duly executed assignment of each Transferred Lease in the form attached as Exhibit I hereto, which assignment shall also contain the Purchaser’s assumption of Assumed Liabilities to the extent related to the applicable Transferred Lease (the “Lease Assignment and Assumption Agreement”); (v) stock certificates representing all those directors of the Transferred Equity, together with duly executed stock powers or other instruments of transfer; (vi) originals of all of Subsidiaries who are designated by the Transferred Books and Records, other than those whose delivery is postponed for purposes of the Transition Services AgreementPurchaser pursuant to Section 6.04; (vii) a copy of each Required Consent in form and substance reasonably acceptable to the PurchaserSeller’s Closing Certificate; (viii) a certificate certification that Novartis Finance Corporation (and any other “United States person” within the meaning of non-foreign status that complies with U.S. Treasury Regulations Section 1.1445-2(b)(2section 7701(a)(30) from each Seller; (ix) such properly completed certificates or other instruments as are necessary to claim available exemptions from the payment of Taxes under applicable Law; (x) a certificate of the secretary Code that is treated as transferring a “United States real property interest” within the meaning of such Seller section 897(c)(1) of the Code for U.S. Federal income tax purposes in the Proposed Transactions) is not a foreign person within the meaning of section 1445 of the Code, dated as of the Closing Date and in form and substance reasonably acceptable to the Purchaser: (A) attaching a certificate of good standing of such Seller, issued within five (5) days of the Closing Date by the Secretary of State of the jurisdiction of such Seller’s organization; (B) attaching true, correct and complete copies of all resolutions of the board of directors of such Seller adopted as provided in connection with this Agreement, the other Transaction Documents and the Contemplated Transactions; and (C) setting forth the incumbency of its officers who have executed and delivered this Agreement or any other Transaction Documents, including therein a signature specimen for each such officer; (xi) Copyright assignment agreement, trademark assignment agreement and domain name assignment agreement in the forms attached as Exhibits J, K and L hereto (collectively, the “IP Assignment Agreements”); (xii) duly executed Shared Intellectual Property License Agreements; (xiii) duly executed Distribution and Reprint Rights Agreements; (xiv) a duly executed sublease in the form attached as Exhibit M hereto for space located on the seventh (7th), eighth (8th), ninth (9th) and tenth (10th) floors of the building commonly known as 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx (the “Sublease”); (xv) to the extent not previously executed and delivered, copies of each Transaction Document contemplated to be executed and delivered by the Sellers and their Affiliates at or prior to the Closing, duly executed by the applicable Seller or its Affiliate; (xvi) evidence (in form and substance reasonably acceptable to the Purchaser) of the release of all Liens (other than Permitted Liens) on the Transferred Assets; (xvii) copies of any required transfer tax forms or waiver forms duly executed and acknowledged; (xviii) two (2) duly executed copies of the Section 338 Forms as required by Section 6.3(c)(iiTreasury Regulations section 1.1445-2(b)(2); and (xixix) such other customary instruments an effective, irrevocable election under Section 338(h)(10) of transfer, assumptions, filings or documents, in form the Code on IRS Form 8023 (and substance consistent with the under any comparable provisions of this Agreement and otherwise reasonably satisfactory Applicable Law in any U.S. state or local jurisdiction) with respect to the Purchaser, as may reasonably be required to give effect to this AgreementU.S. Transferred Subsidiary. (b) The the Purchaser shallshall or shall cause its Affiliates to, as applicable, deliver to the Seller: (i) pay cash in an amount equal to the Parent Seller, for the benefit Initial Purchase Price by means of the Sellers, by a wire transfer of immediately available funds to a bank such account or accounts as shall be designated in writing by the Parent Seller at least three no later than two (32) Business Days prior to the Closing Date, an amount equal to the Closing Purchase Price; and (ii) deposit the Escrow Amount into the Escrow Account. (c) The Purchaser shall deliver to the Sellers: (i) a duly executed Escrow Agreement; (ii) a duly executed Transition Services AgreementLocal Agreements; (iii) a duly an executed Xxxx instrument of Sale assignment and Assumption Agreement and duly executed copies assumption substantially in the form attached hereto as Exhibit 2.05(b)(iii) in respect of each Additional Transfer Document requiring execution and delivery by the PurchaserAssumed Liabilities; (iv) duly executed Lease Assignment and Assumption Agreements; (v) duly executed IP Assignment Agreements; (vi) duly executed Shared Intellectual Property License Agreements; (vii) duly executed Distribution and Reprint Rights Agreements; (viii) a duly executed Sublease; (ix) counterparts of the other Ancillary Agreements to the extent not previously executed and delivered, copies of each Transaction Document contemplated to be executed and delivered by which the Purchaser and or any of its Affiliates at or prior to the Closingis a party, duly executed by the Purchaser or the applicable Affiliate; (x) transfer tax formssuch Affiliates, if requiredas applicable; and (xiv) such other customary instruments of transfer, assumptions, filings or documents, in form and substance consistent with the provisions of this Agreement and otherwise reasonably satisfactory to the Parent Seller, as may reasonably be required to give effect to this AgreementPurchaser’s Closing Certificate.

Transactions to be Effected at Closing. At the Closing, the following transactions shall be effected by the parties: (a) The Sellers the Seller shall or shall cause its Affiliates to, as applicable, deliver to the PurchaserPurchaser or its Affiliates: (i) a duly executed Escrow AgreementLocal Agreements; (ii) counterparts of the Ancillary Agreements to which the Seller or any of its Affiliates is a party duly executed transition services agreement in by the form attached Seller or such Affiliates, as Exhibit G hereto (the “Transition Services Agreement”)applicable; (iii) a duly executed xxxx of sale and assignment and assumption agreement in the form attached as Exhibit H hereto (the “Xxxx of Sale and Assumption Agreement”), together with such other deeds, assignments and other transfer documents (the “Additional Transfer Documents”) reasonably if requested by the Purchaser, to transfer title to the Purchaser, free and clear letters of any Liens, except for Permitted Liens, and resignation (or evidence that such directors have been removed from office) of those directors of the Transferred Subsidiaries who are designated by the Purchaser pursuant to which the Purchaser shall assume the Assumed Liabilities in accordance with Section 2.36.04; (iv) a duly executed assignment of each Transferred Lease in the form attached as Exhibit I hereto, which assignment shall also contain the PurchaserSeller’s assumption of Assumed Liabilities to the extent related to the applicable Transferred Lease (the “Lease Assignment and Assumption Agreement”)Closing Certificate; (v) stock certificates representing all a certification that Novartis Finance Corporation (and any other “United States person” within the meaning of section 7701(a)(30) of the Transferred Equity, together with duly executed stock powers or other instruments Code that is treated as transferring a “United States real property interest” within the meaning of transfer; (visection 897(c)(1) originals of all of the Transferred Books and Records, other than those whose delivery Code for U.S. Federal income tax purposes in the Proposed Transactions) is postponed for purposes not a foreign person within the meaning of section 1445 of the Transition Services Agreement; (vii) a copy Code, dated as of each Required Consent the Closing Date and in form and substance reasonably acceptable to the Purchaser; (viii) a certificate of non-foreign status that complies with U.S. as provided in Treasury Regulations Section section 1.1445-2(b)(2) from each Seller; (ix) such properly completed certificates or other instruments as are necessary to claim available exemptions from the payment of Taxes under applicable Law; (x) a certificate of the secretary of such Seller in form and substance reasonably acceptable to the Purchaser: (A) attaching a certificate of good standing of such Seller, issued within five (5) days of the Closing Date by the Secretary of State of the jurisdiction of such Seller’s organization; (B) attaching true, correct and complete copies of all resolutions of the board of directors of such Seller adopted in connection with this Agreement, the other Transaction Documents and the Contemplated Transactions; and (C) setting forth the incumbency of its officers who have executed and delivered this Agreement or any other Transaction Documents, including therein a signature specimen for each such officer; (xi) Copyright assignment agreement, trademark assignment agreement and domain name assignment agreement in the forms attached as Exhibits J, K and L hereto (collectively, the “IP Assignment Agreements”); (xii) duly executed Shared Intellectual Property License Agreements; (xiii) duly executed Distribution and Reprint Rights Agreements; (xiv) a duly executed sublease in the form attached as Exhibit M hereto for space located on the seventh (7th), eighth (8th), ninth (9th) and tenth (10th) floors of the building commonly known as 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx (the “Sublease”); (xv) to the extent not previously executed and delivered, copies of each Transaction Document contemplated to be executed and delivered by the Sellers and their Affiliates at or prior to the Closing, duly executed by the applicable Seller or its Affiliate; (xvi) evidence (in form and substance reasonably acceptable to the Purchaser) of the release of all Liens (other than Permitted Liens) on the Transferred Assets; (xvii) copies of any required transfer tax forms or waiver forms duly executed and acknowledged; (xviii) two (2) duly executed copies of the Section 338 Forms as required by Section 6.3(c)(ii); and (xixvi) such other customary instruments an effective, irrevocable election under Section 338(h)(10) of transfer, assumptions, filings or documents, in form the Code on IRS Form 8023 (and substance consistent with the under any comparable provisions of this Agreement and otherwise reasonably satisfactory Applicable Law in any U.S. state or local jurisdiction) with respect to the Purchaser, as may reasonably be required to give effect to this AgreementU.S. Transferred Subsidiary. (b) The the Purchaser shallshall or shall cause its Affiliates to, as applicable, deliver to the Seller: (i) pay cash in an amount equal to the Parent Seller, for the benefit Initial Purchase Price by means of the Sellers, by a wire transfer of immediately available funds to a bank such account or accounts as shall be designated in writing by the Parent Seller at least three no later than two (32) Business Days prior to the Closing Date, an amount equal to the Closing Purchase Price; and (ii) deposit the Escrow Amount into the Escrow Account. (c) The Purchaser shall deliver to the Sellers: (i) a duly executed Escrow Agreement; (ii) a duly executed Transition Services AgreementLocal Agreements; (iii) a duly an executed Xxxx instrument of Sale assignment and Assumption Agreement and duly executed copies assumption substantially in the form attached hereto as Exhibit 2.05(b)(iii) in respect of each Additional Transfer Document requiring execution and delivery by the PurchaserAssumed Liabilities; (iv) duly executed Lease Assignment and Assumption Agreements; (v) duly executed IP Assignment Agreements; (vi) duly executed Shared Intellectual Property License Agreements; (vii) duly executed Distribution and Reprint Rights Agreements; (viii) a duly executed Sublease; (ix) counterparts of the other Ancillary Agreements to the extent not previously executed and delivered, copies of each Transaction Document contemplated to be executed and delivered by which the Purchaser and or any of its Affiliates at or prior to the Closingis a party, duly executed by the Purchaser or the applicable Affiliate; (x) transfer tax formssuch Affiliates, if requiredas applicable; and (xiv) such other customary instruments of transfer, assumptions, filings or documents, in form and substance consistent with the provisions of this Agreement and otherwise reasonably satisfactory to the Parent Seller, as may reasonably be required to give effect to this AgreementPurchaser’s Closing Certificate.

Transactions to be Effected at Closing. At the Closing, the following transactions shall be effected by the parties: (a) The Sellers Seller or the Company, as applicable, shall deliver to the PurchaserBuyer: (i) a the transfer instrument and the bought and sold note in respect of the sale of the Shares duly executed Escrow Agreementby the Seller in favor of the Buyer and any power of attorney under which any such transfer instrument or the bought and sold note is executed on behalf of the Seller; (ii) a duly executed transition services agreement in the form attached as Exhibit G hereto three (3) existing share certificates representing the “Transition Services Agreement”)sold Shares held by the Seller; (iii) a duly executed xxxx of sale and assignment and assumption agreement in the form attached as Exhibit H hereto (the “Xxxx of Sale and Assumption Agreement”), together with such other deeds, assignments and other transfer documents (the “Additional Transfer Documents”) reasonably requested by the Purchaser, to transfer title to the Purchaser, free and clear of any Liens, except for Permitted Liens, and pursuant to which the Purchaser shall assume the Assumed Liabilities in accordance with Section 2.3; (iv) a duly executed assignment of each Transferred Lease in the form attached as Exhibit I hereto, which assignment shall also contain the Purchaser’s assumption of Assumed Liabilities to the extent related to the applicable Transferred Lease (the “Lease Assignment and Assumption Agreement”); (v) stock certificates representing all copy of the Transferred Equity, together with duly executed stock powers or other instruments of transfer; (vi) originals of all of the Transferred Books and Records, other than those whose delivery is postponed for purposes of the Transition Services Agreement; (vii) a copy of each Required Consent in form and substance reasonably acceptable to the Purchaser; (viii) a certificate of non-foreign status that complies with U.S. Treasury Regulations Section 1.1445-2(b)(2) from each Seller; (ix) such properly completed certificates or other instruments as are necessary to claim available exemptions from the payment of Taxes under applicable Law; (x) a certificate of the secretary of such Seller in form and substance reasonably acceptable to the Purchaser: (A) attaching a certificate of good standing of such Seller, issued within five (5) days of the Closing Date by the Secretary of State of the jurisdiction of such Seller’s organization; (B) attaching true, correct and complete copies of all resolutions of the board of directors of such Seller adopted the Company approving the registration of the transfer of all the Shares to the Buyer in connection with this Agreementthe register of members of the Company, the other Transaction Documents issuance of the relevant share certificates to the Buyer and the Contemplated Transactions; and (C) setting forth cancellation of the incumbency existing share certificates in respect of its officers who have executed and delivered this Agreement or any other Transaction Documents, including therein a signature specimen for each such officerthe Shares; (xiiv) Copyright assignment agreement, trademark assignment agreement the Escrow Agreement executed by the Seller and domain name assignment agreement in the forms attached as Exhibits J, K and L hereto (collectively, the “IP Assignment Agreements”)Escrow Agent; (xiiv) duly resignations of those directors of the Company and its Subsidiaries set forth in Section 3.2 of the Seller Disclosure Letter; (vi) the executed Shared Intellectual Property License New Employment Agreements; (xiiivii) duly executed Distribution and Reprint Rights the Owner Letter Agreements; (xiv) a duly executed sublease in the form attached as Exhibit M hereto for space located on the seventh (7th), eighth (8th), ninth (9th) and tenth (10th) floors of the building commonly known as 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx (the “Sublease”); (xv) to the extent not previously executed and delivered, copies of each Transaction Document contemplated to be executed and delivered by the Sellers and their Affiliates at or prior to the Closing, duly executed by the applicable Seller or its Affiliate; (xvi) evidence (in form and substance reasonably acceptable to the Purchaser) of the release of all Liens (other than Permitted Liens) on the Transferred Assets; (xvii) copies of any required transfer tax forms or waiver forms duly executed and acknowledged; (xviii) two (2) duly executed copies of the Section 338 Forms as required by Section 6.3(c)(ii); and (xixviii) such other customary instruments of transfer, assumptions, filings or documents, in form and substance consistent with the provisions of this Agreement and otherwise reasonably satisfactory to the Purchaser, as may reasonably be required to give effect to this AgreementNon-Solicitation Agreements. (b) The Purchaser Buyer shall: (i) pay (A) to the Parent Seller, for the benefit of the Sellers, by wire transfer of immediately available funds to a bank account designated in writing by the Parent Seller at least three (3) Business Days prior to the Closing Date, an amount equal to the Purchase Price payable pursuant to Section 2.1 less the amount described in clause (B); and (B) on behalf of the Seller, to the Persons to whom the Seller owes Qualified Transaction Expenses, the aggregate amounts invoiced to the Seller by such Persons, as reflected in the invoices delivered by the Seller to the Buyer in accordance with Section 2.2(b), in each case by wire transfer of immediately available funds to a bank account of each such Person designated by the Seller prior to the Closing Purchase Price; andDate; (ii) deposit deliver the transfer instrument and the bought and sold note in respect of the sale of the Shares duly executed by the Buyer or procure that the bought and sold note is executed on behalf of the Buyer, and in each case, deliver a duly executed power of attorney in respect thereof; (iii) pay to the Escrow Agent by wire transfer of immediately available funds (A) the Escrow Amount into the Escrow Account and (B) the PRC Withholding Tax Escrow Amount into the PRC Withholding Tax Escrow Account. (c) The Purchaser shall deliver , in each case, to be held by the Escrow Agent pursuant to the Sellers: (i) a duly executed terms of the Escrow Agreement; (ii) a duly executed Transition Services Agreement; (iii) a duly executed Xxxx of Sale and Assumption Agreement and duly executed copies of each Additional Transfer Document requiring execution and delivery by the Purchaser;; and (iv) duly executed Lease Assignment execute and Assumption Agreements; (v) duly executed IP Assignment Agreements; (vi) duly executed Shared Intellectual Property License Agreements; (vii) duly executed Distribution and Reprint Rights Agreements; (viii) a duly executed Sublease; (ix) deliver to the extent not previously executed and delivered, copies of each Transaction Document contemplated to be executed and delivered by Seller the Purchaser and its Affiliates at or prior to the Closing, duly executed by the Purchaser or the applicable Affiliate; (x) transfer tax forms, if required; and (xi) such other customary instruments of transfer, assumptions, filings or documents, in form and substance consistent with the provisions of this Agreement and otherwise reasonably satisfactory to the Parent Seller, as may reasonably be required to give effect to this Escrow Agreement.

Transactions to be Effected at Closing. At the Closing, the following transactions shall be effected by the parties: (a) The Sellers NewCo or the Company shall deliver to the Purchaser: (i) a duly executed Escrow Agreement; (ii) a duly executed transition services agreement in the form attached as Exhibit G hereto (the “Transition Services Agreement”); (iii) a duly executed xxxx of sale and assignment and assumption agreement in the form attached as Exhibit H hereto (the “Xxxx of Sale and Assumption Agreement”), together with such other deeds, assignments and other transfer documents (the “Additional Transfer Documents”) reasonably requested by the Purchaser, to transfer title to the Purchaser, free and clear of any Liens, except for Permitted Liens, and pursuant to which the Purchaser shall assume the Assumed Liabilities in accordance with Section 2.3; (iv) a duly executed assignment of each Transferred Lease in the form attached as Exhibit I hereto, which assignment shall also contain the Purchaser’s assumption of Assumed Liabilities to the extent related to the applicable Transferred Lease (the “Lease Assignment and Assumption Agreement”); (v) stock certificates representing all of the Transferred Equity, together with duly executed stock powers or other instruments of transfer; (vi) originals of all of the Transferred Books and Records, other than those whose delivery is postponed for purposes of the Transition Services Agreement; (vii) a copy of each Required Consent in form and substance reasonably acceptable to the Purchaser; (viii) a certificate of non-foreign status that complies with U.S. Treasury Regulations Section 1.1445-2(b)(2) from each Seller; (ix) such properly completed certificates or other instruments as are necessary to claim available exemptions from the payment of Taxes under applicable Law; (x) a certificate of the secretary of such Seller in form and substance reasonably acceptable to the Purchaser: (A) attaching a certificate of good standing of such Seller, issued within five (5) days of the Closing Date by the Secretary of State of the jurisdiction of such Seller’s organization; (B) attaching true, correct and complete copies of all resolutions of the board of directors of such Seller adopted in connection with this Agreement, the other Transaction Documents and the Contemplated Transactions; and (C) setting forth the incumbency of its officers who have executed and delivered this Agreement or any other Transaction Documents, including therein a signature specimen for each such officer; (xi) Copyright assignment agreement, trademark assignment agreement and domain name assignment agreement in the forms attached as Exhibits J, K and L hereto (collectively, the “IP Assignment Agreements”); (xii) duly executed Shared Intellectual Property License Agreements; (xiii) duly executed Distribution and Reprint Rights Agreements; (xiv) a duly executed sublease in the form attached as Exhibit M hereto for space located on the seventh (7th), eighth (8th), ninth (9th) and tenth (10th) floors of the building commonly known as 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx (the “Sublease”); (xv) to the extent not previously executed and delivered, copies of each Transaction Document contemplated to be executed and delivered by the Sellers and their Affiliates at or prior to the Closing, duly executed by the applicable Seller or its Affiliate; (xvi) evidence Buyer (in form and substance reasonably acceptable to the PurchaserBuyer): (i) appropriate instruments of transfer with respect to the release of all Liens (other than Permitted Liens) on the Transferred AssetsInterests; (xviiii) copies each of any the documents, certificates and items required transfer tax forms or waiver forms duly executed and acknowledgedto be delivered by the Sellers pursuant to Article IX; (xviiiiii) two the certificates required to be delivered by the Sellers pursuant to Section 8.6; (2iv) evidence of the termination of each agreement required to be terminated pursuant to Section 7.13; (v) true and complete copies of all of the documents relating to the Reorganization duly executed copies of by the Section 338 Forms Sellers, NewCo, the Company and their respective Affiliates, as required by Section 6.3(c)(ii); and (xix) such other customary instruments of transfer, assumptions, filings or documentsapplicable, in form and substance consistent with the provisions of this Agreement and otherwise reasonably satisfactory acceptable to the Purchaser, as may reasonably be Buyer; and (vi) the resignations required to give effect be delivered pursuant to this AgreementSection 7.14. (b) The Purchaser Buyer shall: (i) pay to NewCo (for further distribution to the Parent Seller, for other Sellers in accordance with their respective Transaction Percentages and the benefit provisions of the SellersArticle II), by wire transfer of immediately available funds to a bank account designated in writing by the Parent Seller NewCo at least three (3) two Business Days prior to before the Closing Date, an amount equal to the portion of the Estimated Purchase Price payable to NewCo pursuant to Section 2.1, which payment shall constitute full satisfaction of the Buyer’s obligations arising at the Closing under Section 2.1 with respect to the Initial Purchase Price; and (ii) deposit the Escrow Amount into the Escrow Account. (c) The Purchaser shall deliver to the Sellers: (i) a duly executed Escrow Agreement; (ii) pay to (a) the Company (for further distribution to the holders of Options and Transaction Bonus Recipients who are current or former employees of the Company, through the Company’s normal payroll procedures) and (b) holders of Options and Transaction Bonus Recipients who are not current or former employees of the Company, in each case in accordance with their respective Transaction Percentages and the provisions of Article II, by wire transfer of immediately available funds to a duly executed Transition Services Agreementbank account designated in writing by such Persons or the Company, as applicable, at least two Business Days before the Closing Date, an amount equal to the portion of the Estimated Purchase Price payable to such Persons pursuant to Section 2.6, which payment shall constitute full satisfaction of the Buyer’s obligations arising at the Closing under Section 2.6 with respect to the Initial Purchase Price; (iii) a duly executed Xxxx of Sale and Assumption Agreement and duly executed copies of each Additional Transfer Document requiring execution and delivery by deposit the PurchaserIndemnity Escrow Amount into the Indemnity Escrow Account; (iv) duly executed Lease Assignment and Assumption Agreementsdeposit the Adjustment Escrow Amount into the Adjustment Escrow Account; (v) duly executed IP Assignment Agreementsdeposit the Second Escrow Amount in the Second Escrow Account; (vi) duly executed Shared Intellectual Property License Agreementsdeposit the First Escrow Amount in the First Escrow Account; (vii) duly executed Distribution and Reprint Rights Agreementspay, or cause to be paid, on behalf of the Company, the Closing Transaction Expenses by wire transfer of immediately available funds or as otherwise directed by the Company; provided, that, any amounts payable to Service Providers shall be paid to the Company for processing through payroll; (viii) a duly executed Sublease;pay, or cause to be paid, on behalf of the Company all of the Funded Indebtedness in accordance with the Pay-Off Letters; and (ix) to deliver each of the extent not previously executed documents, certificates and delivered, copies of each Transaction Document contemplated items required to be executed and delivered by the Purchaser and its Affiliates at or prior Buyer pursuant to the Closing, duly executed by the Purchaser or the applicable Affiliate; (x) transfer tax forms, if required; and (xi) such other customary instruments of transfer, assumptions, filings or documents, in form and substance consistent with the provisions of this Agreement and otherwise reasonably satisfactory to the Parent Seller, as may reasonably be required to give effect to this Agreement.Article X.

Transactions to be Effected at Closing. At the Closing, the following transactions shall be effected by the parties: (a) The Sellers Seller shall deliver to the PurchaserBuyer: (i) a xxxx of sale substantially in the form of Exhibit A (the “Xxxx of Sale”), duly executed Escrow Agreementby the Seller; (ii) a duly executed transition services agreement in the form attached as Exhibit G hereto (the “Transition Services Agreement”); (iii) a duly executed xxxx of sale and an assignment and assumption agreement substantially in the form attached as of Exhibit H hereto B (the “Xxxx of Sale Assignment and Assumption Agreement”), together with such other deeds, duly executed by the Seller; (iii) one or more assignments and other transfer documents of the Business Intellectual Property substantially in the form of Exhibit C (the “Additional Transfer DocumentsIntellectual Property Assignments”) reasonably requested ), duly executed by the Purchaser, to transfer title to the Purchaser, free and clear of any Liens, except for Permitted Liens, and pursuant to which the Purchaser shall assume the Assumed Liabilities in accordance with Section 2.3Seller; (iv) a duly executed an assignment of each Transferred Assumed Lease substantially in the form attached as of Exhibit I heretoD, which assignment shall also contain the PurchaserBuyer’s assumption of Assumed Liabilities to the extent related to the applicable Transferred Assumed Lease (the “Lease Assignment and Assumption Agreement”), duly executed by the Seller; (v) stock certificates representing all of the Transferred Equityone or more warranty deeds, together with duly executed stock powers or other instruments of transfer; (vi) originals of all of the Transferred Books in proper form for recording and Records, other than those whose delivery is postponed for purposes of the Transition Services Agreement; (vii) a copy of each Required Consent in form and substance reasonably acceptable to the PurchaserBuyer, sufficient to vest in the Buyer good and marketable title to the Transferred Real Estate (the “Warranty Deeds”); (vi) with respect to the Transferred Real Estate, such affidavits (including, without limitation, title affidavits), indemnities or other documents (but, for the avoidance of doubt, not any survey as may be obtained by Buyer or with which Seller may provide assistance as required under Section 7.13(b) hereof) as may be reasonably required by the title insurance company of the Buyer in connection with the issuance to the Buyer of an owner’s title insurance policy in the ALTA form, in each case insuring good and marketable fee simple title to the Transferred Real Estate, subject only to the Permitted Liens without the standard pre-printed exceptions; (vii) copies of each of the documents, certificates and items required to be delivered by the Seller pursuant to ARTICLE IX, in each case executed by a duly authorized representative of the Seller or one of its Affiliates, as applicable; (viii) a certificate of non-foreign status that complies with U.S. Treasury Regulations Section 1.1445-2(b)(2) from each Seller; (ix) such properly completed certificates or other instruments as are necessary hauling agreement for the Xxxxxx Landfill in a form to claim available exemptions from be agreed between the payment of Taxes under applicable Law; (x) a certificate of the secretary of such Seller in form and substance reasonably acceptable to the Purchaser: (A) attaching a certificate of good standing of such Seller, issued within five (5) days of the Closing Date by the Secretary of State of the jurisdiction of such Seller’s organization; (B) attaching true, correct and complete copies of all resolutions of the board of directors of such Seller adopted in connection with this Agreement, the other Transaction Documents and the Contemplated Transactions; and (C) setting forth the incumbency of its officers who have executed and delivered this Agreement or any other Transaction Documents, including therein a signature specimen for each such officer; (xi) Copyright assignment agreement, trademark assignment agreement and domain name assignment agreement in the forms attached as Exhibits J, K and L hereto (collectively, the “IP Assignment Agreements”); (xii) duly executed Shared Intellectual Property License Agreements; (xiii) duly executed Distribution and Reprint Rights Agreements; (xiv) a duly executed sublease in the form attached as Exhibit M hereto for space located on the seventh (7th), eighth (8th), ninth (9th) and tenth (10th) floors of the building commonly known as 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx parties (the “SubleaseHauling Agreement”); (xv) to the extent not previously executed and delivered, copies of each Transaction Document contemplated to be executed and delivered by the Sellers and their Affiliates at or prior to the Closing, duly executed by the applicable Seller or its Affiliate; (xvi) evidence (in form and substance reasonably acceptable to the Purchaser) of the release of all Liens (other than Permitted Liens) on the Transferred Assets; (xvii) copies of any required transfer tax forms or waiver forms duly executed and acknowledged; (xviii) two (2) duly executed copies of the Section 338 Forms as required by Section 6.3(c)(ii)Seller; and (xixix) such other customary instruments of transfer, assumptions, filings or documents, in form and substance consistent with documents reasonably requested by the provisions of this Agreement and otherwise reasonably satisfactory to the Purchaser, as may reasonably be required to give effect to this AgreementBuyer. (b) The Purchaser Buyer shall: (i) pay to the Parent Seller, for the benefit of the Sellers, by wire transfer of immediately available funds funds, to a bank account designated in writing by the Parent Seller at least three two (32) Business Days prior to the Closing Date, an amount equal to the Closing Estimated Cash Purchase Price; and (ii) deposit the Escrow Amount into the Escrow Account. (c) The Purchaser shall deliver to the Sellers: (i) a duly executed Escrow Agreement; (ii) a deliver to the Seller, the Assignment and Assumption Agreement, duly executed Transition Services Agreementby the Buyer; (iii) a deliver to the Seller, each Lease Assignment and Assumption Agreement, duly executed Xxxx of Sale and Assumption Agreement and duly executed copies of each Additional Transfer Document requiring execution and delivery by the PurchaserBuyer; (iv) deliver to the Seller copies of each of the documents, certificates and items required to be delivered by the Buyer pursuant to ARTICLE IX, in each case executed by a duly executed Lease Assignment and Assumption Agreementsauthorized representative of the Buyer, as applicable; (v) duly executed IP Assignment Agreements; (vi) duly executed Shared Intellectual Property License Agreements; (vii) duly executed Distribution and Reprint Rights Agreements; (viii) a duly executed Sublease; (ix) deliver to the extent not previously executed and deliveredSeller, copies of each Transaction Document contemplated to be executed and delivered by the Purchaser and its Affiliates at or prior to the ClosingHauling Agreement, duly executed by the Purchaser or the applicable Affiliate; (x) transfer tax forms, if requiredBuyer; and (xivi) such other customary instruments of transfer, assumptions, filings or documents, in form and substance consistent with the provisions of this Agreement and otherwise reasonably satisfactory deliver to the Parent Seller any other documents that are reasonably requested by the Seller, as may reasonably be required to give effect to this Agreement.

Transactions to be Effected at Closing. (a) At the Closing, the following transactions shall be effected by Seller or the parties: (a) The Sellers shall deliver to the PurchaserCompany shall: (i) a deliver to the Buyer, an instrument of assignment with respect to the Shares in the form attached hereto as Exhibit C, duly executed Escrow Agreementby the Seller; (ii) a duly executed transition services agreement in deliver to the form attached Buyer, evidence of the making or receipt (as Exhibit G hereto (applicable) of all of the “Transition Services Agreement”notices, consents and releases listed on Schedule 3.2(a)(ii); (iii) a duly executed xxxx deliver to the Buyer, evidence of sale and assignment and assumption the termination of each agreement in the form attached as Exhibit H hereto (the “Xxxx of Sale and Assumption Agreement”set forth on Schedule 3.2(a)(iii), together with such other deedsin each case, assignments and other transfer documents (the “Additional Transfer Documents”) reasonably requested by the Purchaser, to transfer title without any Liability to the PurchaserBuyer, free and clear the Company or any of any Liens, except for Permitted Liens, and pursuant to which their respective Affiliates following the Purchaser shall assume the Assumed Liabilities in accordance with Section 2.3Closing; (iv) a duly executed assignment of each Transferred Lease in the form attached as Exhibit I hereto, which assignment shall also contain the Purchaser’s assumption of Assumed Liabilities deliver to the extent related to Buyer, the applicable Transferred Lease resignation letters (or other evidence of resignation) of those directors, managers and officers of the “Lease Assignment and Assumption Agreement”Company or any of its Subsidiaries whose names are set forth on Schedule 3.2(a)(iv); (v) stock certificates representing all deliver to the Buyer, a certificate in the form attached hereto as Exhibit D, dated as of the Transferred EquityClosing Date, together with duly executed stock powers or other instruments by an authorized officer of transferthe Company, confirming that the conditions set forth in Section 3.3(b)(i), Section 3.3(b)(ii) and Section 3.3(b)(iii) have been satisfied; (vi) originals of all of the Transferred Books and Records, other than those whose delivery is postponed for purposes of the Transition Services Agreement; (vii) a copy of each Required Consent in form and substance reasonably acceptable deliver to the Purchaser; (viii) Buyer, a certificate of non-foreign status that complies with U.S. Treasury Regulations Section 1.1445-2(b)(2) from each Seller; (ix) such fully and properly completed certificates or other instruments as are necessary to claim available exemptions from the payment of Taxes under applicable Law; (x) a certificate of the secretary of such Seller in form and substance reasonably acceptable to the Purchaser: (A) attaching a certificate of good standing of such Seller, issued within five (5) days of the Closing Date by the Secretary of State of the jurisdiction of such Seller’s organization; (B) attaching true, correct and complete copies of all resolutions of the board of directors of such Seller adopted in connection with this Agreement, the other Transaction Documents and the Contemplated Transactions; and (C) setting forth the incumbency of its officers who have executed and delivered this Agreement or any other Transaction Documents, including therein a signature specimen for each such officer; (xi) Copyright assignment agreement, trademark assignment agreement and domain name assignment agreement in the forms attached as Exhibits J, K and L hereto (collectively, the “IP Assignment Agreements”); (xii) duly executed Shared Intellectual Property License Agreements; (xiii) duly executed Distribution and Reprint Rights Agreements; (xiv) a duly executed sublease in the form attached as Exhibit M hereto for space located on the seventh (7th), eighth (8th), ninth (9th) and tenth (10th) floors of the building commonly known as 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx (the “Sublease”); (xv) to the extent not previously executed and delivered, copies of each Transaction Document contemplated to be executed and delivered by the Sellers and their Affiliates at or prior to the ClosingIRS Form W-9, duly executed by the applicable Seller or its Affiliate; (xvi) evidence (in form and substance reasonably acceptable to the Purchaser) of the release of all Liens (other than Permitted Liens) on the Transferred Assets; (xvii) copies of any required transfer tax forms or waiver forms duly executed and acknowledged; (xviii) two (2) duly executed copies of the Section 338 Forms as required by Section 6.3(c)(ii)Seller; and (xixvii) such other customary instruments of transfer, assumptions, filings or documents, in form and substance consistent with the provisions of this Agreement and otherwise reasonably satisfactory deliver to the PurchaserBuyer, as may reasonably be required to give effect to the Transaction Documents (other than this Agreement), duly executed by each party thereto other than the Buyer and any of its Affiliates. (b) The Purchaser At the Closing, the Buyer shall: (i) pay to the Parent Seller, for the benefit of the Sellers, by wire transfer of immediately available funds to a bank account designated in writing by the Parent Seller at least three (3) Business Days prior to the Closing Date, an amount equal to the Closing Purchase Price; and (ii) deposit the Escrow Amount into the Escrow Account. (c) The Purchaser shall deliver to the Sellers: (i) a duly executed Escrow AgreementSeller, evidence reasonably satisfactory to the Seller of the Note Set-Off pursuant to Section 2.1; (ii) deliver to the Seller, a certificate in the form attached hereto as Exhibit E, duly executed Transition Services Agreement;by an authorized officer of the Buyer, dated as of the Closing Date, confirming that the conditions set forth in Section 3.3(c)(i) and Section 3.3(c)(ii) have been satisfied; and (iii) a duly executed Xxxx of Sale and Assumption Agreement and duly executed copies of each Additional Transfer Document requiring execution and delivery by deliver to the Purchaser; Seller, the Transaction Documents (iv) duly executed Lease Assignment and Assumption Agreements; (v) duly executed IP Assignment Agreements; (vi) duly executed Shared Intellectual Property License Agreements; (vii) duly executed Distribution and Reprint Rights Agreements; (viii) a duly executed Sublease; (ixother than this Agreement) to which the extent not previously executed and delivered, copies Buyer or any of each Transaction Document contemplated to be executed and delivered by the Purchaser and its Affiliates at or prior to the Closingis a party, duly executed by the Purchaser or the applicable Affiliate; (x) transfer tax forms, if required; and (xi) such other customary instruments Buyer and any of transfer, assumptions, filings or documents, in form and substance consistent with the provisions of this Agreement and otherwise reasonably satisfactory to the Parent Seller, as may reasonably be required to give effect to this Agreementits Affiliates that are party thereto.