CREDITS, CUSTOMER
DEPOSITS OR LAY AWAY PURCHASES TO THE EXTENT NOT INCLUDED IN SECTION 2.1;
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(VII)
ANY TRANSFER TAXES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT;
(VIII)
ANY ENVIRONMENTAL, HEALTH AND SAFETY LIABILITY OF SELLER;
(IX)
ANY EMPLOYEE PLAN LIABILITY; AND
(X)
ANY PROFESSIONAL FEES OR BROKERAGE FEES OF SELLER.
2.3
CLOSING.
(A)
THE CONSUMMATION OF THE PURCHASE OF THE TRANSFERRED ASSETS BY
PURCHASER PROVIDED FOR IN THIS AGREEMENT (THE "CLOSING") SHALL OCCUR AT THE
OFFICES OF BARNES & THORNBURG LLP, 100 N. MICHIGAN STREET, SOUTH BEND, INDIANA
46601, AT 10:00 A.M. ON THE FIRST BUSINESS DAY AFTER THE DAY ON WHICH ALL
CONDITIONS TO CLOSING THAT MUST BE SATISFIED PRIOR TO CLOSING HAVE BEEN
SATISFIED OR, TO THE EXTENT PERMITTED, WAIVED (OTHER THAN CONDITIONS THAT ARE
INTENDED TO BE SATISFIED OR, TO THE EXTENT PERMITTED, WAIVED, AT THE CLOSING),
OR AT SUCH OTHER DATE, TIME OR PLACE AS THE PARTIES MAY AGREE (THE "CLOSING
DATE").
THE TRANSFERRED ASSETS SHALL BE TRANSFERRED TO PURCHASER AT THE CLOSING
ON THE CLOSING DATE, AND SELLER SHALL DO ALL THINGS THAT ARE DEEMED NECESSARY BY
PURCHASER FOR THE VALID TRANSFER OF THE TRANSFERRED ASSETS.
(B)
AT THE CLOSING:
(I)
PURCHASER SHALL PAY TO SELLER, IN CASH BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS, AN AMOUNT EQUAL TO THE CLOSING DATE PAYMENT;
(II)
THE ESCROW AGENT SHALL PAY TO SELLER, IN CASH BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS, AN AMOUNT EQUAL TO THE DEPOSIT;
(III)
PURCHASER AND SELLER SHALL EXECUTE AND DELIVER TO ONE ANOTHER, AS
APPLICABLE:
(1)
AN ASSIGNMENT AND ASSUMPTION AGREEMENT IN THE FORM ATTACHED HERETO
AS EXHIBIT E (THE "ASSUMPTION AGREEMENT");
(2)
A BILL OF SALE IN THE FORM ATTACHED HERETO AS EXHIBIT F (THE "BILL
OF SALE"); AND
(3)
AMENDMENTS TO THE FACILITIES LEASES IN THE FORMS ATTACHED HERETO
AS EXHIBIT G AND DULY COUNTERSIGNED BY THE OWNER OF SUCH PROPERTIES
(4)
THE BARRINGTON/LA SAX AGREEMENT IN THE FORM ATTACHED HERETO AS
EXHIBIT I AND DULY COUNTERSIGNED BY BARRINGTON, INC.;
(IV)
SELLER SHALL DELIVER OR CAUSE TO BE DELIVERED TO PURCHASER:
(1)
A CERTIFICATE EXECUTED ON BEHALF OF SELLER BY ITS PRESIDENT OR
CHIEF EXECUTIVE OFFICER (THE "SELLER CLOSING CERTIFICATE") CONFIRMING THAT,
EXCEPT AS EXPRESSLY SET FORTH IN THE SELLER CLOSING CERTIFICATE, EACH OF THE
CONDITIONS SET FORTH IN SECTIONS 7.1, 7.2, 7.4, 7.6 AND 7.9 HAS BEEN SATISFIED
IN ALL RESPECTS;
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(2)
ALL NECESSARY FORMS AND CERTIFICATES COMPLYING WITH APPLICABLE
LEGAL REQUIREMENTS, DULY EXECUTED AND ACKNOWLEDGED BY SELLER, CERTIFYING THAT
THE TRANSACTIONS CONTEMPLATED HEREBY ARE EXEMPT FROM WITHHOLDING UNDER SECTION
1445 OF THE CODE;
(3)
ASSIGNMENTS (INCLUDING INTELLECTUAL PROPERTY, PERSONAL PROPERTY,
LEASE AND CONTRACT TRANSFER DOCUMENTS) AND SUCH OTHER INSTRUMENTS OF SALE,
TRANSFER, CONVEYANCE AND ASSIGNMENT AS PURCHASER AND ITS COUNSEL MAY REASONABLY
REQUEST;
(4)
PROPERLY ENDORSED CERTIFICATES OF TITLE FOR EACH VEHICLE THAT IS
AN TRANSFERRED ASSET (AND EACH OTHER TRANSFERRED ASSET WHERE OWNERSHIP IS
ESTABLISHED THROUGH A CERTIFICATE OF TITLE);
(5)
A CERTIFICATE OF THE SECRETARY OF SELLER IN CUSTOMARY