INCLUDE THE EXHIBITS
AND SCHEDULES TO THIS AGREEMENT.
1.2.6
THE MEANING ASSIGNED TO EACH TERM DEFINED HEREIN SHALL BE EQUALLY
APPLICABLE TO BOTH THE SINGULAR AND THE PLURAL FORMS OF SUCH TERM, AND WORDS
DENOTING ANY GENDER SHALL INCLUDE ALL GENDERS.
WHERE A WORD OR PHRASE IS
DEFINED IN THIS AGREEMENT, EACH OF ITS OTHER GRAMMATICAL FORMS SHALL HAVE A
CORRESPONDING MEANING.
1.2.7
A REFERENCE TO ANY PARTY TO THIS AGREEMENT OR ANY OTHER AGREEMENT OR
DOCUMENT SHALL INCLUDE SUCH PARTY'S SUCCESSORS AND PERMITTED ASSIGNS.
8
1.2.8
A REFERENCE TO ANY LEGISLATION OR TO ANY PROVISION OF ANY
LEGISLATION SHALL INCLUDE ANY AMENDMENT TO, AND ANY MODIFICATION OR REENACTMENT
THEREOF, AND ALL REGULATIONS AND STATUTORY INSTRUMENTS ISSUED THEREUNDER OR
PURSUANT THERETO.
1.2.9
THE PARTIES HAVE PARTICIPATED JOINTLY IN THE NEGOTIATION AND
DRAFTING OF THIS AGREEMENT.
IN THE EVENT AN AMBIGUITY OR QUESTION OF INTENT OR
INTERPRETATION ARISES, THIS AGREEMENT SHALL BE CONSTRUED AS IF DRAFTED JOINTLY
BY THE PARTIES, AND NO PRESUMPTION OR BURDEN OF PROOF SHALL ARISE FAVORING OR
DISFAVORING ANY PARTY BY VIRTUE OF THE AUTHORSHIP OF ANY PROVISIONS OF THIS
AGREEMENT.
1.2.10
TIME IS OF THE ESSENCE IN THIS AGREEMENT.
WHENEVER THIS AGREEMENT
REFERS TO A NUMBER OF DAYS, SUCH NUMBER SHALL REFER TO CALENDAR DAYS UNLESS
BUSINESS DAYS ARE SPECIFIED.
WHENEVER ANY ACTION MUST BE TAKEN HEREUNDER ON OR
BY A DAY THAT IS NOT A BUSINESS DAY, THEN SUCH ACTION MAY BE VALIDLY TAKEN ON OR
BY THE NEXT DAY THAT IS A BUSINESS DAY.
SECTION 2.
CLOSING TRANSACTIONS
2.1
TRANSACTION.
ON THE CLOSING DATE, SUBJECT TO THE SATISFACTION OR
WAIVER OF THE CONDITIONS SET FORTH IN SECTION 3 OF THIS AGREEMENT, SELLER PARENT
SHALL CAUSE THE SELLERS TO TRANSFER TO BUYER IN EXCHANGE OF THE PAYMENT OF THE
PURCHASE PRICE BY BUYER, AND BUYER SHALL RECEIVE FROM THE SELLERS, ALL OF THE
RIGHT, TITLE AND INTEREST OF THE SELLERS IN AND TO ALL OF THE ISSUED AND
OUTSTANDING MEMBERSHIP INTERESTS OF LIBERTY JAPAN LLC, LIBERTY JUPITER LLC AND
LGJ2 (SUCH MEMBERSHIP INTERESTS, THE "PURCHASED INTERESTS" AND SUCH TRANSACTION
TOGETHER WITH THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE
"TRANSACTION"). SELLER PARENT SHALL CAUSE THE SELLERS TO TRANSFER GOOD AND VALID
TITLE IN AND TO THE PURCHASED INTERESTS TO BUYER AT THE CLOSING, FREE AND CLEAR
OF ALL LIENS (OTHER THAN LIENS CREATED BY OR AT THE BEHEST OF BUYER). SELLERS'
TRANSFER OF THE PURCHASED INTERESTS TO BUYER SHALL CONSTITUTE THE CLOSING OF THE
TRANSACTION (THE "CLOSING"). THE CLOSING SHALL BE HELD IN TOKYO, JAPAN, AT THE
OFFICES OF SELLER PARENT'S LEGAL COUNSEL, OR SUCH OTHER LOCATION AS MUTUALLY
AGREED BY SELLER PARENT AND BUYER.
2.2
PURCHASE PRICE.
AS PAYMENT FOR THE PURCHASED INTERESTS AND AS
COMPENSATION FOR THE OTHER OBLIGATIONS OF SELLER PARENT UNDER THIS AGREEMENT,
BUYER SHALL PAY TO THE SELLERS THE FOLLOWING AMOUNTS (THE AGGREGATE OF SUCH
AMOUNTS, THE "PURCHASE PRICE"):
2.2.1
TO LGJ HOLDINGS, IN RESPECT OF THE PURCHASED INTERESTS ISSUED BY
LIBERTY JAPAN LLC, THE AMOUNT OF ¥287,849,322,000 (TWO