UP TO TWENTY-ONE DAYS AFTER
THE SCHEDULED CLOSING DATE (THE "EXTENDED SCHEDULED CLOSING DATE").
DURING THE
PERIOD BETWEEN THE SCHEDULED CLOSING DATE AND THE EXTENDED SCHEDULED CLOSING
DATE (A) THE PURCHASER MAY GIVE A NOTICE TO ADVANCE THE CLOSING DATE TO NO
EARLIER THAN ONE BUSINESS DAY AFTER THE DATE ON WHICH THE PURCHASER GIVES SUCH
NOTICE, AND (B) THE RECEIVER IS FREE TO SOLICIT OTHER POTENTIAL PURCHASERS AND
TO CLOSE A SALE WITH ANOTHER PURCHASER EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT.
3.2
THE RECEIVER'S DELIVERIES TO THE PURCHASER AT CLOSING. ON THE
CLOSING DATE, RECEIVER SHALL DELIVER, TO OR FOR THE BENEFIT OF THE PURCHASER:
(A)
A BILL OF SALE AND ASSIGNMENT, SUBSTANTIALLY IN THE FORM
ATTACHED HERETO AS EXHIBIT A, DULY EXECUTED BY THE RECEIVER, PURSUANT TO WHICH
THE RIGHTS, TITLE AND INTEREST OF THE RECEIVER IN AND TO ANY PURCHASED ASSETS
NOT OTHERWISE ASSIGNED AT THE CLOSING SHALL BE ASSIGNED TO THE PURCHASER (THE
"BILL OF SALE");
(B)
ANY KEYS IN THE RECEIVER'S POSSESSION TO THE PREMISES, ANY
VEHICLES, ETC.; AND
(C)
ANY SUCH OTHER DOCUMENTS OR OTHER THINGS REASONABLY REQUESTED BY
THE PURCHASER OR CONTEMPLATED BY THIS AGREEMENT TO BE DELIVERED BY THE RECEIVER
TO THE PURCHASER AT THE CLOSING.
3.3
THE PURCHASER'S DELIVERIES TO THE RECEIVER AT CLOSING.
ON THE
CLOSING DATE, THE PURCHASER SHALL, FOR THE BENEFIT OF THE RECEIVER:
(A)
PAY TO THE RECEIVER, BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE
FUNDS TO A BANK ACCOUNT DESIGNATED BY THE RECEIVER IN WRITING TO THE PURCHASER
ON OR PRIOR TO THE CLOSING DATE, THE CASH CONSIDERATION;
(B)
RESERVED;
(C)
DELIVER TO THE RECEIVER APPROPRIATE EVIDENCE OF ALL CORPORATE
ACTION BY THE PURCHASER IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS,
INCLUDING, COPIES OF RESOLUTIONS DULY ADOPTED BY THE PURCHASER'S SOLE MEMBER,
MANAGING MEMBER, BOARD OF DIRECTORS, OR ANY OTHER APPLICABLE GOVERNING BODY,
APPROVING THE CONTEMPLATED TRANSACTIONS AND AUTHORIZING THE EXECUTION, DELIVERY,
AND PERFORMANCE BY THE PURCHASER OF THIS AGREEMENT;
(D)
DELIVER TO THE RECEIVER A COUNTERPART EXECUTED ORIGINAL OF THE
BILL OF SALE;
(E)
RESERVED; AND
(F)
DELIVER TO THE RECEIVER ANY SUCH OTHER DOCUMENTS OR OTHER THINGS
REASONABLY REQUESTED BY THE RECEIVER OR CONTEMPLATED BY THIS AGREEMENT TO BE
DELIVERED BY THE PURCHASER TO THE RECEIVER AT THE CLOSING.
5
3.4
DELIVERIES TO THE PURCHASER BY OTHERS AT CLOSING.
ON THE CLOSING
DATE, THE FOLLOWING PERSONS SHALL HAVE DELIVERED TO OR FOR THE BENEFIT OF THE
PURCHASER THE FOLLOWING DOCUMENTS AND ITEMS, THE DELIVERY OF EACH OF WHICH SHALL
BE A CONDITION TO THE PURCHASER'S OBLIGATION TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREIN:
(A)
WELLS FARGO SHALL HAVE DELIVERED TO THE PURCHASER WRITTEN
AUTHORIZATION TO FILE APPROPRIATE UCC AMENDMENT STATEMENTS WHICH EVIDENCE THE
RELEASE OF ALL LIENS AND INTERESTS (INCLUDING, WITHOUT LIMITATION, SECURITY
INTERESTS) OF WELLS FARGO IN AND TO THE PURCHASED ASSETS/ AND
(B)
THE COURT SHALL HAVE ENTERED AN ORDER APPROVING THE SALE OF THE
PURCHASED ASSETS TO THE PURCHASER AND THE TRANSACTIONS CONTEMPLATED UNDER THIS
AGREEMENT, FREE AND CLEAR OF ALL LIENS,