ASSET DROP DOWN. 2.1 Within thirty (30) days after the date of this Agreement, Seller shall cause to be formed a Washington limited liability company (the "LLC") using the Certificate of Formation in the form attached hereto as EXHIBIT A and Seller shall be, and remain until the Closing, the only member of the LLC and Northland Communications Corporation shall be, and remain until Closing, the only manager of the LLC. 2.2 Subject to the terms and conditions set forth in this Agreement, at least one (1) but not more than two (2) Business Days prior to the Closing Date (the "CONTRIBUTION DATE"), Seller will convey, as a contribution to the capital of the LLC (the "ASSET DROP DOWN"), all of the Assets to the LLC free and clear of all Encumbrances, other than Permitted Encumbrances, and the LLC will assume all of the Assumed Liabilities. The conveyance of the Assets will be made pursuant to the Deed, ▇▇▇▇ of Sale, Assignment and Assumption forms attached hereto as EXHIBITS B, C AND D and acceptance of the Assets and assumption of the Assumed Liabilities shall be pursuant to the same ▇▇▇▇ of Sale, Acceptance and Assumption form attached hereto as EXHIBITS C AND D. At Closing, Northland Communications Corporation shall resign as Manager of the LLC pursuant to the Resignation in the form attached hereto as EXHIBIT E.
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Sources: Limited Liability Company Interest Purchase and Sale Agreement (Northland Cable Properties Eight Limited Partnership), Limited Liability Company Interest Purchase and Sale Agreement (Northland Cable Properties Seven Limited Partnership), Limited Liability Company Interest Purchase and Sale Agreement (Northland Cable Television Inc)