AS USED HEREIN SHALL REFER TO THE
ACTUAL CONVEYANCE, TRANSFER, ASSIGNMENT AND DELIVERY OF THE PURCHASED ASSETS TO
PURCHASER IN EXCHANGE FOR THE INITIAL PURCHASE PRICE TO SELLER PURSUANT TO
SECTION 2.03 OF THIS AGREEMENT.
THE CLOSING SHALL TAKE PLACE AT THE OFFICES OF
THOMPSON HINE LLP, 10 WEST BROAD ST., COLUMBUS, OHIO, AT 10:00 A.M. LOCAL TIME
ON THE FIFTH BUSINESS DAY FOLLOWING THE DATE UPON WHICH ALL OF THE CONDITIONS
PRECEDENT SET FORTH IN ARTICLES IX AND X OF THIS AGREEMENT ARE SATISFIED OR
WAIVED BY THE APPROPRIATE PARTY HERETO, SUBJECT TO ARTICLE XI OF THIS AGREEMENT,
OR AT SUCH OTHER PLACE AND TIME OR ON SUCH OTHER DATE AS IS MUTUALLY AGREED TO
IN WRITING BY SELLER AND PURCHASER ("CLOSING DATE").
3.02
CLOSING DELIVERIES BY SELLER.
AT THE CLOSING, SELLER SHALL DELIVER
TO PURCHASER:
(a)
A general warranty deed in substantially the form attached hereto
as Exhibit B, duly executed by Seller, for all Real Property conveying to
Purchaser good, marketable and insurable (at regular rates) title to the Real
Property, free and clear of any and all Liens, except the Permitted Real Estate
Exceptions;
(B)
AN EASEMENTS ASSIGNMENT AND ASSUMPTION AGREEMENT IN SUBSTANTIALLY
THE FORM ATTACHED HERETO AS EXHIBIT C, DULY EXECUTED BY SELLER, CONVEYING TO
PURCHASER GOOD AND MARKETABLE TITLE TO THE EASEMENTS, FREE AND CLEAR OF ANY AND
ALL LIENS, EXCEPT THE PERMITTED REAL ESTATE EXCEPTIONS;
(C)
ALL SUCH BILLS OF SALE, LEASE ASSIGNMENTS, TRADEMARK ASSIGNMENTS,
COPYRIGHT ASSIGNMENTS, PATENT ASSIGNMENTS, CONTRACT ASSIGNMENTS AND OTHER
DOCUMENTS AND INSTRUMENTS OF SALE, ASSIGNMENT, CONVEYANCE AND TRANSFER, AS
PURCHASER OR ITS COUNSEL MAY DEEM NECESSARY OR DESIRABLE, DULY EXECUTED BY
SELLER, INCLUDING A BILL OF SALE IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS
EXHIBIT D, DULY EXECUTED BY SELLER, FOR THE FACILITY, AN ASSIGNMENT AND
ASSUMPTION AGREEMENT IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT E,
DULY EXECUTED BY SELLER, FOR THE REAL PROPERTY LEASES, THE ASSIGNED CONTRACTS,
THE ASSIGNED INTELLECTUAL PROPERTY AND THE ASSIGNED PERMITS;
(D)
CERTIFIED COPIES OF MINUTES OR UNANIMOUS WRITTEN CONSENTS OF THE
BOARD OF MANAGERS OF SELLER APPROVING THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT;
(E)
A CERTIFICATE, DATED THE CLOSING DATE, EXECUTED BY THE APPROPRIATE
OFFICERS OF SELLER, REQUIRED BY SECTION 9.02 OF THIS AGREEMENT; AND
(F)
SUCH OTHER DOCUMENTS, AGREEMENTS, INSTRUMENTS AND CERTIFICATES AS
PURCHASER, ITS FINANCING PROVIDERS, OR ITS COUNSEL MAY REASONABLY REQUEST TO
CARRY OUT THE PURPOSES OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE
DOCUMENTS TO BE DELIVERED PURSUANT TO ARTICLE IX OF THIS AGREEMENT AND, IF
PURCHASER HAS INFORMED SELLER IN WRITING DURING THE OPTION PERIOD SET FORTH IN
SECTION 14.07 THAT PURCHASER INTENDS TO ENTER INTO THE O&M TRANSITION SERVICES
AGREEMENT, SUCH AGREEMENT DULY EXECUTED BY SELLER.
3.03
CLOSING DELIVERIES BY PURCHASER.
AT THE CLOSING, PURCHASER SHALL
DELIVER TO SELLER:
11
(A)
THE INITIAL PURCHASE PRICE;
(B)
CERTIFIED COPIES OF MINUTES OR UNANIMOUS WRITTEN CONSENTS OF THE
BOARD OF TRUSTEES OF PURCHASER APPROVING