7.03
has not been satisfied (or, to the extent permitted, waived by the party
entitled to the benefit thereof), as soon as practicable after all the
conditions set forth in Article VII have been satisfied (or, to the extent
permitted, waived by the parties entitled to the benefits thereof), or at such
other place, time and date as shall be agreed between Seller and Purchaser.
The
date on which the Closing occurs is referred to in this Agreement as the
"Closing Date".
SECTION 1.07.
Transactions to be Effective at the Closing.
(A) AT THE CLOSING, SELLER AND EACH SELLER SUBSIDIARY SHALL DELIVER TO PURCHASER
(I) DULY EXECUTED COUNTERPARTS OF THE DEEDS, BILLS OF SALE, ASSIGNMENTS AND
OTHER INSTRUMENTS OF TRANSFER NECESSARY TO ASSIGN THE TRANSFERRED ASSETS TO THE
PURCHASER; IT BEING AGREED THAT ANY OF SUCH DEEDS, BILLS OF SALE, ASSIGNMENTS,
INSTRUMENTS OF TRANSFER, AGREEMENTS AND OTHER DOCUMENTS SHALL NOT REQUIRE SELLER
OR ANY SELLER SUBSIDIARY TO MAKE ANY ADDITIONAL REPRESENTATIONS, WARRANTIES OR
COVENANTS, EXPRESSED OR IMPLIED, NOT
9
CONTAINED IN THIS AGREEMENT OR THE ANCILLARY AGREEMENTS (AS DEFINED IN SECTION
10.06(B)), (II) DULY EXECUTED COUNTERPARTS OF THE ASSIGNMENT AND ASSUMPTION
AGREEMENT AND BILL OF SALE (EACH DEFINED IN SECTION 10.06(B)), (III) A DULY
EXECUTED COUNTERPART OF THE TRANSITIONAL SERVICES AGREEMENT (DEFINED IN SECTION
10.06(B)), (IV) A DULY EXECUTED COUNTERPART OF THE TECHNOLOGY LICENSE AGREEMENT
(AS DEFINED IN SECTION 10.06(B)), (V) A DULY EXECUTED COUNTERPART OF EACH SUPPLY
AGREEMENT (AS DEFINED IN SECTION 10.06(B)), (VI) A DULY EXECUTED COUNTERPART OF
EACH SITE LICENSE, (VII) IN THE CASE OF EACH APPLICABLE SELLER SUBSIDIARY, A
DULY EXECUTED SUBSIDIARY BUSINESS TRANSFER AGREEMENT (AS DEFINED IN SECTION
10.06(B), (VIII) A DULY EXECUTED SPECIAL WARRANTY DEED, IN A FORM MUTUALLY
ACCEPTABLE TO SELLER AND PURCHASER, WITH RESPECT TO THE ACQUISITION OF THE REAL
PROPERTY IN PUEBLO, COLORADO RELATED TO THE BUSINESS; (IX) ORIGINAL CERTIFICATES
OF TITLE TO THE OWNED MOTOR VEHICLES AND OTHER ASSETS SET FORTH ON SECTION
3.05(C) OF THE SELLER DISCLOSURE LETTER IN PROPER FORM FOR BEING CONVEYED TO
PURCHASER, AND (X) SUCH OTHER AGREEMENTS, DOCUMENTS, INSTRUMENTS AND WRITINGS AS
ARE REQUIRED TO BE DELIVERED BY SELLER AND APPLICABLE SELLER SUBSIDIARIES AT OR
PRIOR TO THE CLOSING PURSUANT TO THIS AGREEMENT OR ANY ANCILLARY AGREEMENT OR
OTHERWISE REQUIRED IN CONNECTION HEREWITH OR THEREWITH).
(B) AT THE CLOSING, PURCHASER SHALL DELIVER TO SELLER AND THE SELLER
SUBSIDIARIES (I) PAYMENT, BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO ONE
OR MORE ACCOUNTS DESIGNATED IN WRITING BY SELLER (SUCH DESIGNATION TO BE MADE AT
LEAST TWO BUSINESS DAYS PRIOR TO THE CLOSING DATE), IN AN AMOUNT EQUAL TO
(A) THE PURCHASE PRICE PLUS OR MINUS (B) AN ESTIMATE, PREPARED BY SELLER AND
DELIVERED TO PURCHASER AT LEAST TWO BUSINESS DAYS PRIOR TO THE CLOSING DATE, OF
ANY ADJUSTMENT TO THE PURCHASE PRICE UNDER SECTION 2.01, MINUS (C) THE EARLY
CLOSING ADJUSTMENT AMOUNT (AS DEFINED IN SECTION 10.06(B)), AS SET FORTH IN THE
EARLY CLOSING ADJUSTMENT STATEMENT (AS DEFINED IN SECTION 10.06(B)) DELIVERED BY
SELLER TO