FORTH IN THIS AGREEMENT, AS FULL PAYMENT FOR THE TRANSFER OF THE PURCHASED
ASSETS BY SELLER TO BUYER, PARENT AND/OR BUYER SHALL PAY TO SELLER THE PURCHASE
PRICE (AS DEFINED BELOW) AND THE GST TAX AMOUNT BY WIRE TRANSFER OF IMMEDIATELY
AVAILABLE FUNDS IN UNITED STATES DOLLARS TO SUCH ACCOUNT OR ACCOUNTS AS SELLER
MAY DIRECT BY WRITTEN NOTICE DELIVERED TO BUYER BY SELLER AT LEAST TWO (2)
BUSINESS DAYS PRIOR TO THE APPLICABLE CLOSING DATE, SUBJECT TO SECTION 2.3(F)
BELOW WITH RESPECT TO THE ESCROW.
(E)
AT THE CLOSING, AND SIMULTANEOUSLY WITH THE PAYMENT OF THE
PURCHASE PRICE AND THE GST TAX AMOUNT PAYABLE IN CONNECTION THEREWITH PURSUANT
TO SECTION 2.3(D), (I) SELLER SHALL ASSIGN AND TRANSFER TO BUYER GOOD AND VALID
TITLE IN AND TO THE PURCHASED ASSETS (FREE AND CLEAR OF ALL LIENS, OTHER THAN
PERMITTED LIENS) BY DELIVERY OF (A) A GENERAL ASSIGNMENT AND BILL OF SALE IN
FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO BUYER AND SELLER (THE "GENERAL
ASSIGNMENT"), DULY EXECUTED BY SELLER; (B) THE FACILITY TRANSFER AGREEMENT DULY
EXECUTED BY SELLER; AND SUCH OTHER INSTRUMENTS OF CONVEYANCE, ASSIGNMENT AND
TRANSFER AS BUYER SHALL REASONABLY REQUEST, IN FORM AND SUBSTANCE REASONABLY
ACCEPTABLE TO BUYER AND SELLER, AS SHALL BE EFFECTIVE TO VEST IN BUYER GOOD AND
VALID TITLE TO THE APPLICABLE PURCHASED ASSETS AS CONTEMPLATED BY THIS AGREEMENT
(THE GENERAL ASSIGNMENT AND THE OTHER INSTRUMENTS BEING COLLECTIVELY REFERRED TO
HEREIN AS THE "ASSIGNMENT INSTRUMENTS"); AND (II) BUYER SHALL ASSUME FROM SELLER
THE DUE PAYMENT, PERFORMANCE AND DISCHARGE OF THE ASSUMED LIABILITIES BY
DELIVERY OF (A) AN ASSUMPTION AGREEMENT IN FORM AND SUBSTANCE REASONABLY
ACCEPTABLE TO SELLER AND BUYER (THE "ASSUMPTION AGREEMENT"), DULY EXECUTED BY
BUYER AND (B) SUCH OTHER INSTRUMENTS OF
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ASSUMPTION AS SELLER SHALL REASONABLY REQUEST, IN FORM AND SUBSTANCE REASONABLY
ACCEPTABLE TO SELLER AND BUYER, AS SHALL BE EFFECTIVE TO CAUSE BUYER TO ASSUME
THE ASSUMED LIABILITIES AS AND TO THE EXTENT PROVIDED IN SECTION 2.2(B) (THE
ASSUMPTION AGREEMENT AND SUCH OTHER INSTRUMENTS REFERRED TO IN CLAUSE (II)(B)
BEING COLLECTIVELY REFERRED TO HEREIN AS THE "ASSUMPTION INSTRUMENTS").
AT THE
CLOSING, THERE SHALL ALSO BE DELIVERED TO SELLER AND BUYER THE CERTIFICATES AND
OTHER CONTRACTS, DOCUMENTS AND INSTRUMENTS REQUIRED TO BE DELIVERED PURSUANT TO
ARTICLE VII HEREOF.
(F)
ESCROW.
AT THE CLOSING, TEN PERCENT (10%) OF THE PURCHASE PRICE
BEING PAID UNDER SECTION 2.3(D) ABOVE SHALL BE PAID TO THE ESCROW AGENT TO BE
HELD AND ADMINISTERED BY THE ESCROW AGENT IN ESCROW AS SECURITY FOR THE
INDEMNIFICATION OBLIGATIONS OF SELLER FOR DAMAGES UNDER ARTICLE IX (THE
"ESCROW") PURSUANT TO THE TERMS OF THE ESCROW AGREEMENT; PROVIDED THAT TO THE
EXTENT THE PURCHASE PRICE IS ADJUSTED PURSUANT TO SECTION 2.4, (I) UPWARD, THEN
TEN PERCENT OF SUCH INCREASE AMOUNT PAYABLE BY BUYER UNDER SECTION 2.4(F)(I)
SHALL BE PAID INTO ESCROW AND HELD PURSUANT TO THE ESCROW AGREEMENT, OR
(II) DOWNWARD, THEN TEN PERCENT (10%) OF SUCH DECREASE AMOUNT WILL BE PAID BY
THE ESCROW AGENT TO BUYER.
IN ADDITION, TO THE EXTENT