the
fulfillment or waiver of those conditions) set forth in Articles 7 and 8 (and,
in any event not more than ten Business Days following the satisfaction or
waiver of all such conditions), at the offices of Sellers' counsel at 1301
McKinney, Suite 5100, Houston, Texas, unless Buyer and Sellers otherwise agree.
The parties will use commercially reasonable efforts to cause the Closing to
take place within sixty (60) days of the date hereof.
2.9
CLOSING OBLIGATIONS
In addition to any other documents to be delivered under other provisions of
this Agreement, at the Closing:
(A)
SELLERS SHALL DELIVER TO BUYER:
20
(I)
A BILL OF SALE, ASSIGNMENT AND
ASSUMPTION AGREEMENT WITH RESPECT TO THE ASSIGNMENT OF THE ASSETS TO BUYER AND
THE ASSUMPTION OF THE ASSUMED LIABILITIES BY BUYER IN THE FORM OF EXHIBIT
2.9(A)(I) (THE "BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT") EXECUTED BY
SELLERS;
(II)
FOR EACH INTEREST IN OWNED PROPERTY THAT
IS PART OF THE ASSETS, A RECORDABLE DEED WITH SPECIAL WARRANTY OF TITLE OR SUCH
OTHER APPROPRIATE DOCUMENT OR INSTRUMENT OF TRANSFER, SUBJECT TO THE PERMITTED
REAL ESTATE ENCUMBRANCES, AS THE CASE MAY REQUIRE, EACH IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO BUYER AND ITS COUNSEL AND EXECUTED BY THE APPLICABLE
SELLER;
(III)
FOR EACH INTEREST IN PROPERTY SUBJECT TO A
REAL PROPERTY LEASE THAT IS PART OF THE ASSETS, AN ASSIGNMENT AND ASSUMPTION OF
LEASE IN THE FORM OF EXHIBIT 2.9(A)(III) EXECUTED BY THE APPLICABLE SELLER;
(IV)
ASSIGNMENTS OF ALL REGISTERED INTELLECTUAL
PROPERTY THAT IS PART OF THE ASSETS IN THE FORM OF EXHIBIT 2.9(A)(IV) EXECUTED
BY THE APPLICABLE SELLER;
(V)
SUCH OTHER DEEDS, BILLS OF SALE,
ASSIGNMENTS, DOCUMENTS (INCLUDING THE ESTIMATES OF TRANSFER TAX OBLIGATIONS OF
BUYER BASED ON THE ALLOCATION SCHEDULE, WHICH SHALL, SUBJECT TO THE PROVISIONS
OF SECTION 2.6, BE PAID BY BUYER TO SELLERS AT CLOSING) AND OTHER INSTRUMENTS OF
TRANSFER AND CONVEYANCE OF THE ASSETS AS MAY REASONABLY BE REQUESTED BY BUYER,
EACH IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO BUYER, ITS LEGAL COUNSEL
AND ITS TITLE INSURER (IN THE CASE OF THE OWNED PROPERTY) AND EXECUTED BY THE
APPLICABLE SELLER;
(VI)
THE ESTIMATED CLOSING BALANCE SHEET;
(VII)
THE TRANSITION SERVICES AGREEMENT IN FORM AND
SUBSTANCE AGREED TO BY THE PARTIES (THE "TRANSITION SERVICES AGREEMENT");
(VIII)
ONE OR MORE SUBCONTRACTS IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO SELLERS AND BUYER COVERING EACH OF THE SELLER
CONTRACTS THAT IS SUBJECT TO THE PROVISIONS OF SECTION 10.7(C), EXECUTED BY EACH
APPLICABLE SELLER AND, IF NECESSARY, ONE OR MORE OF ITS AFFILIATES (EACH, A
"SUBCONTRACT");
(IX)
THE CERTIFICATE REQUIRED BY SECTION 7.1;
(X)
CERTIFICATES REPRESENTING THE OUTSTANDING
EQUITY SECURITIES, REGISTERED IN THE NAME OF BUYER OR DULY ENDORSED FOR TRANSFER
TO BUYER ANY OTHER DOCUMENTS THAT ARE NECESSARY TO TRANSFER TO THE BUYER GOOD
AND VALID TITLE TO THE OUTSTANDING EQUITY SECURITIES, WITH ANY NECESSARY
TRANSFER TAX STAMPS AFFIXED OR ACCOMPANIED BY EVIDENCE THAT ALL STOCK TRANSFER
TAXES HAVE BEEN PAID;
(XI)
COPIES OF RESOLUTIONS OR EQUIVALENT
INSTRUMENTS DULY ADOPTED BY