EARLIEST TO OCCUR OF (A) THE DATE THE PAYMENT STATEMENT FOR THE SECOND
MEASUREMENT PERIOD BECOMES FINAL AND BINDING, (B) THE DATE THE DEFERRED PURCHASE
PRICE IS DUE PURSUANT TO SECTION 2.6(F) AND (C) THE DATE THE DEFERRED PURCHASE
PRICE IS DUE PURSUANT TO SECTION 2.6(I) (THE "RETENTION DATE"), THE COMPANY
SHALL PAY TO ALL EMPLOYEES OF THE COMPANY SET FORTH IN SECTION 3.20(F) OF THE
DISCLOSURE SCHEDULE WHO HAVE EXECUTED AN EMPLOYEE RETENTION AGREEMENT THE
EMPLOYEE RETENTION BONUSES, IF ANY, EARNED ON THE RETENTION DATE PURSUANT TO THE
EMPLOYEE RETENTION BONUS AGREEMENTS AND AS SET FORTH IN SECTION 3.20(F) OF THE
DISCLOSURE SCHEDULE.
(III)
THE COMPANY SHALL PAY ALL EMPLOYER TAXES
RELATED TO THE EMPLOYEE RETENTION BONUSES AND RETAIN ANY TAX BENEFIT RELATED TO
THE EMPLOYEE RETENTION BONUSES.
2.3
CLOSING.
THE PURCHASE AND SALE (THE
"CLOSING") PROVIDED FOR IN THIS AGREEMENT WILL TAKE PLACE AT THE OFFICES OF
BUYER'S COUNSEL AT 611 ANTON BOULEVARD, SUITE 1400, COSTA MESA, CALIFORNIA, AT
10:00 A.M. (LOCAL TIME) ON THE DATE FIVE (5) BUSINESS DAYS AFTER THE DATE ON
WHICH ALL CONDITIONS SET FORTH IN ARTICLES VII AND VIII HAVE BEEN SATISFIED OR
WAIVED, OR AT SUCH OTHER TIME AND PLACE AS THE PARTIES MAY AGREE.
AT THE
CLOSING, EXECUTED SIGNATURE PAGES FOR ANY AGREEMENT REQUIRED TO BE DELIVERED BY
A PARTY IN ACCORDANCE WITH SECTION 2.4 CAN BE DELIVERED BY FACSIMILE OR SCANNED
IMAGE; PROVIDED, THAT THE ORIGINAL SIGNATURE PAGES ARE DELIVERED TO ALL
APPLICABLE PARTIES NO LATER THAN TWO (2) BUSINESS DAYS AFTER THE CLOSING.
SUBJECT TO THE PROVISIONS OF ARTICLE IX, FAILURE TO CONSUMMATE THE PURCHASE AND
SALE PROVIDED FOR IN THIS AGREEMENT ON THE DATE AND TIME AND AT THE PLACE
DETERMINED PURSUANT TO THIS SECTION 2.3 WILL NOT RESULT IN THE TERMINATION OF
THIS AGREEMENT AND WILL NOT RELIEVE ANY PARTY OF ANY OBLIGATION UNDER THIS
AGREEMENT.
2.4
CLOSING OBLIGATIONS.
AT THE CLOSING:
(A)
SELLERS WILL DELIVER, OR CAUSE TO BE
DELIVERED, AS APPLICABLE, TO BUYER:
(I)
CERTIFICATES REPRESENTING THE PARENT
SHARES AND COMPANY SHARES, DULY ENDORSED (OR ACCOMPANIED BY DULY EXECUTED STOCK
POWERS), FOR TRANSFER TO BUYER;
(II)
A RELEASE IN THE FORM OF
EXHIBIT 2.4(A)(II) EXECUTED BY EACH SELLER ("SELLERS' RELEASES");
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(III)
A NONCOMPETITION AGREEMENT IN THE FORM OF
EXHIBIT 2.4(A)(III), EXECUTED BY EACH MAJORITY OWNER (COLLECTIVELY, THE
"NONCOMPETITION AGREEMENTS");
(IV)
AN EMPLOYMENT AGREEMENT IN THE FORM OF
EXHIBIT 2.4(A)(IV), EXECUTED BY BRAND (THE "BRAND EMPLOYMENT AGREEMENT");
(V)
AN ADVISORY SERVICES AGREEMENT IN THE FORM
OF EXHIBIT 2.4(A)(V), EXECUTED BY COUSE (THE "ADVISORY SERVICES AGREEMENT");
(VI)
A SUBORDINATION AGREEMENT IN THE FORM OF
EXHIBIT 2.4(A)(VI), EXECUTED BY EACH SELLER (THE "SUBORDINATION AGREEMENT");
(VII)
AN INTERCREDITOR AGREEMENT IN THE FORM OF
EXHIBIT 2.4(A)(VII), EXECUTED BY EACH SELLER (THE "INTERCREDITOR AGREEMENT");
(VIII)
THE CONSENT OF SELLERS TO THE COLLATERAL
ASSIGNMENT IN THE FORM OF EXHIBIT 2.4(A)(VIII), EXECUTED BY EACH SELLER (THE
"CONSENT TO COLLATERAL ASSIGNMENT");
(IX)
THE RESIGNATIONS, DATED AS OF THE CLOSING
DATE, OF EACH OF THE DIRECTORS AND OFFICERS OF PARENT AND THE COMPANY;