CUSTOMERS OWING THE ACCOUNTS
RECEIVABLE FOR COLLECTION PURPOSES.
(B)
ON OR BEFORE THE TWENTIETH DAY FOLLOWING THE
END OF EACH CALENDAR MONTH IN THE COLLECTION PERIOD, BUYER SHALL DEPOSIT INTO AN
ACCOUNT IDENTIFIED BY SELLERS AT THE TIME OF CLOSING THE AMOUNTS COLLECTED
DURING THE PRECEDING MONTH OF THE COLLECTION PERIOD WITH RESPECT TO THE ACCOUNTS
RECEIVABLE.
BUYER SHALL FURNISH SELLERS WITH A LIST OF THE AMOUNTS COLLECTED
DURING SUCH CALENDAR MONTH AND IN ANY PRIOR CALENDAR MONTHS WITH RESPECT TO THE
ACCOUNTS RECEIVABLE AND A SCHEDULE OF THE AMOUNT REMAINING OUTSTANDING UNDER
EACH PARTICULAR ACCOUNT.
SELLERS SHALL BE ENTITLED DURING THE SIXTY-DAY PERIOD
FOLLOWING THE COLLECTION PERIOD TO INSPECT AND/OR AUDIT THE RECORDS MAINTAINED
BY BUYER PURSUANT TO THIS SECTION 2.07, UPON REASONABLE ADVANCE NOTICE AND
DURING NORMAL BUSINESS HOURS.
(C)
FOLLOWING THE EXPIRATION OF THE COLLECTION
PERIOD, BUYER SHALL HAVE NO FURTHER OBLIGATIONS UNDER THIS SECTION 2.07, EXCEPT
THAT BUYER SHALL IMMEDIATELY PAY OVER TO SELLERS ANY AMOUNTS SUBSEQUENTLY PAID
TO IT WITH RESPECT TO ANY ACCOUNTS RECEIVABLE.
FOLLOWING THE COLLECTION PERIOD,
AFTER CONSULTATION WITH BUYER, SELLERS MAY PURSUE COLLECTIONS OF ALL THE
ACCOUNTS RECEIVABLE, AND BUYER SHALL AT SELLERS' EXPENSE DELIVER TO SELLERS ALL
FILES, RECORDS, NOTES AND ANY OTHER MATERIALS RELATING TO THE ACCOUNTS
RECEIVABLE AND SHALL OTHERWISE COOPERATE WITH SELLERS FOR THE PURPOSE OF
COLLECTING ANY OUTSTANDING ACCOUNTS RECEIVABLE.
Section 2.08
Closing.
The closing (the "Closing") of
the sale and purchase of the Purchased Assets and the assumption of the Assumed
Liabilities hereunder shall take place at 1:00 P.M. (New York City time) as soon
as possible, but in no event later than five Business Days, following the
satisfaction or waiver of the conditions to the obligations of the parties set
forth in Article X, at the offices of Buyer, 1515 Broadway, New York, New York,
or at such other time or place as Sellers and Buyer may mutually agree upon in
writing (the day on which the Closing takes place being the "Closing Date").
At
the Closing:
(A)
BUYER SHALL DELIVER TO SELLERS THE CLOSING
DATE CASH AMOUNT IN IMMEDIATELY AVAILABLE FUNDS BY WIRE TRANSFER TO ONE OR MORE
ACCOUNTS DESIGNATED BY SELLERS, BY NOTICE TO BUYER, RECEIVED NO LATER THAN THREE
(3) BUSINESS DAYS PRIOR TO THE CLOSING DATE.
(B)
SELLERS AND BUYER SHALL ENTER INTO AND
DELIVER SUCH DEEDS, BILLS OF SALE, INSTRUMENTS OF ASSUMPTION, ENDORSEMENTS,
CONSENTS, ASSIGNMENTS, RELEASES OF LIENS OTHER THAN PERMITTED LIENS AND OTHER
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GOOD AND SUFFICIENT INSTRUMENTS OF CONVEYANCE AND ASSIGNMENT AS THE PARTIES AND
THEIR RESPECTIVE COUNSEL SHALL DEEM REASONABLY NECESSARY TO VEST IN BUYER ALL
RIGHT, TITLE AND INTEREST IN, TO AND UNDER THE PURCHASED ASSETS AS PROVIDED
UNDER THIS AGREEMENT.
BUYER SHALL HAVE THE RIGHT TO DESIGNATE AN AFFILIATE OF
BUYER OR ANY OTHER PERSON DESCRIBED IN SECTION 13.06 TO ACCEPT TITLE TO ANY
PURCHASED ASSET, SUBJECT IN THE CASE OF THE FCC LICENSES, TO THE RECEIPT OF ANY
NECESSARY FCC CONSENT.
(C)
SELLERS SHALL DELIVER TO BUYER VALID
SIGNATURE CARDS FOR EACH