NELSON MULLINS
RILEY & SCARBOROUGH LLP, IN ATLANTA, GEORGIA, COMMENCING AT 10:00 A.M. LOCAL
TIME ON THE DATE HEREOF (THE "CLOSING DATE") AND THE EFFECTIVE TIME OF THE
CLOSING SHALL BE 11:59 P.M. NEW YORK CITY TIME ON THE CLOSING DATE;
8
(E)
DELIVERIES AT THE CLOSING.
AT THE CLOSING, (I) SELLER WILL
DELIVER TO BUYER THE VARIOUS CERTIFICATES, INSTRUMENTS, AND DOCUMENTS REFERRED
TO IN SECTION 7(A) BELOW; (II) BUYER WILL DELIVER TO SELLER THE VARIOUS
CERTIFICATES, INSTRUMENTS, AND DOCUMENTS REFERRED TO IN SECTION 7(B) BELOW;
(III) SELLER WILL EXECUTE, ACKNOWLEDGE (IF APPROPRIATE), AND DELIVER TO BUYER
(A) AN ASSIGNMENT IN THE FORM OF EXHIBIT A AND (B) SUCH OTHER INSTRUMENTS OF
SALE, TRANSFER, CONVEYANCE, AND ASSIGNMENT AS BUYER AND ITS COUNSEL MAY
REASONABLY REQUEST; (IV) BUYER WILL EXECUTE, ACKNOWLEDGE (IF APPROPRIATE), AND
DELIVER TO SELLER (A) AN ASSUMPTION IN THE FORM ATTACHED HERETO AS EXHIBIT B AND
(B) SUCH OTHER INSTRUMENTS OF ASSUMPTION AS SELLER AND ITS COUNSEL MAY
REASONABLY REQUEST; AND (V) BUYER WILL DELIVER TO SELLER THE CONSIDERATION
SPECIFIED IN SECTION 2(C) ABOVE.
(F)
PURCHASE PRICE ALLOCATION.
THE PURCHASE PRICE IS BEING ALLOCATED
AMONG THE ACQUIRED ASSETS BY THE PARTIES AS SET FORTH ON SCHEDULE 4 AND IF THE
PURCHASE PRICE IS ADJUSTED PURSUANT TO SECTION 2(G), BELOW, SUCH ADJUSTED
PURCHASE PRICE WILL BE ALLOCATED IN A MANNER CONSISTENT WITH THE ALLOCATION SET
FORTH ON SCHEDULE 4.
SUCH ALLOCATION IS INTENDED TO COMPLY WITH THE
REQUIREMENTS OF SECTION 1060 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
SELLER AND BUYER SHALL FILE FORM 8594 WITH THEIR RESPECTIVE TAX RETURNS
CONSISTENT WITH SUCH ALLOCATION.
THE PARTIES SHALL TREAT AND REPORT THE
TRANSACTION CONTEMPLATED BY THIS AGREEMENT IN ALL RESPECTS CONSISTENTLY FOR
PURPOSES OF ANY FEDERAL, STATE OR LOCAL TAX, INCLUDING THE CALCULATION OF GAIN,
LOSS AND BASIS WITH REFERENCE TO THE PURCHASE PRICE ALLOCATION MADE PURSUANT TO
THIS SECTION 2(F).
THE PARTIES SHALL NOT TAKE ANY ACTION OR POSITION
INCONSISTENT WITH THE OBLIGATIONS SET FORTH IN THIS AGREEMENT.
SELLER AGREES TO
INDEMNIFY AND HOLD BUYER AND ITS AFFILIATES HARMLESS AND BUYER HEREBY AGREES TO
INDEMNIFY AND HOLD SELLER HARMLESS, FROM AND AGAINST ANY AND ALL LOSSES,
LIABILITIES AND EXPENSES (INCLUDING ADDITIONAL INCOME TAXES AND REASONABLE FEES
AND DISBURSEMENTS OF COUNSEL) THAT MAY BE INCURRED BY THE INDEMNIFIED PARTY AS A
RESULT OF THE FAILURE OF THE INDEMNIFYING PARTY SO TO REPORT THE SALE AND
PURCHASE OF THE ACQUIRED ASSETS AS REQUIRED BY APPLICABLE LAWS.
(G)
NET ASSET VALUE ADJUSTMENT.
(I)
NO LATER THAN TEN (10) BUSINESS DAYS AFTER THE CLOSING, THE
SELLER SHALL DELIVER TO THE BUYER AN UNAUDITED STATEMENT OF THE CLOSING DATE NET
ASSET VALUE WHICH WILL BE IN THE SAME FORMAT AS EXHIBIT C HERETO, INCLUDING WITH
RESPECT TO EXHIBITS AND SCHEDULES (THE "CLOSING DATE NET ASSET VALUE
STATEMENT"), TOGETHER WITH (A) A CERTIFICATE OF AN AUTHORIZED OFFICER OF THE
SELLER STATING THAT THE CLOSING DATE NET ASSET VALUE STATEMENT WAS PREPARED IN
ACCORDANCE WITH SELLER'S PAST PRACTICE AND (B) AN UPDATED SCHEDULE