Common use of Closing; Closing Deliverables Clause in Contracts

Closing; Closing Deliverables. (a) The closing (the “Closing”) of the acquisition of the Acquired Assets, the assumption of the Assumed Liabilities as contemplated by this Agreement, the execution of the Ancillary Agreements, and the other transactions contemplated by this Agreement shall take place on December 31, 2014, at 10:00 A.M. central time at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇. ▇▇▇▇▇▇ Drive, Chicago, Illinois, or at such other date, time and place as the Parties may mutually agree in writing. The day on which the Closing takes place is referred to herein as the “Closing Date.” The Closing shall be deemed effective for all purposes at 11:59 P.M. central time on the Closing Date. (b) At the Closing, American shall deliver or cause to be delivered to the Transferors: (i) a duly executed counterpart of the ▇▇▇▇ of Sale with respect to the Acquired Assets substantially in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”), executed by American; (ii) a duly executed counterpart of the Assignment and Assumption Agreement with respect to the Assumed Liabilities substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”), executed by American (or its designee, if applicable); (iii) a copy of certified resolutions of American’s board of directors approving the transactions contemplated by this Agreement; and (iv) a certificate by an executive officer of American, in his or her capacity as such, certifying to the matters set forth in Sections 8.3(a) and Section 8.3(b) in form and substance reasonably satisfactory to the Transferors. (c) At the Closing, the Transferors shall deliver or cause to be delivered to American: (i) duly executed counterparts of the ▇▇▇▇ of Sale, executed by the Transferors; (ii) duly executed counterparts of the Assignment and Assumption Agreement, executed by the Transferors; (iii) duly executed certificates of an authorized officer of Holdco and Inland American Retail Management, LLC prepared in accordance with Treasury Regulation 1.1445-2(b), certifying Holdco’s and Inland American Retail Management, LLC’s, as applicable, non-foreign status, substantially in the form of Exhibit C (the “Certificates of Non-Foreign Status”); and (iv) a certificate signed by an executive officer of each of the Transferors, in his or her capacity as such, certifying to the matters set forth in Sections 8.2(a), 8.2(b) and 8.2(c), in form and substance reasonably satisfactory to American.

Closing; Closing Deliverables. Confidential Treatment Requested (a) The closing consummation of the transactions contemplated by this Agreement (the “Closing”) of the acquisition of the Acquired Assets, the assumption of the Assumed Liabilities as contemplated by this Agreement, the execution of the Ancillary Agreements, and the other transactions contemplated by this Agreement shall take place on December 31, 2014, at 10:00 A.M. central time at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Drive▇▇▇▇, Chicago▇▇▇ ▇▇▇▇▇, Illinois▇▇▇▇▇▇▇▇▇▇, or at such other date, 1:30 p.m. local time and place as on the Parties may mutually agree in writing. The day date of this Agreement (the date on which the Closing takes place is being referred to herein as the “Closing Date.” The Closing shall be deemed effective for all purposes at 11:59 P.M. central time on the Closing Date”). (b) At the Closing, American Purchaser shall deliver or cause to be delivered to pay the TransferorsClosing Consideration as follows: (i) a duly executed counterpart to the Escrow Agent an amount equal to the Indemnity Escrow Fund as required by the terms of the ▇▇▇▇ of Sale with respect to the Acquired Assets substantially in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”), executed by American; (ii) a duly executed counterpart of the Assignment and Assumption Agreement with respect to the Assumed Liabilities substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”), executed by American (or its designee, if applicable); (iii) a copy of certified resolutions of American’s board of directors approving the transactions contemplated by this Escrow Agreement; and (ivii) a certificate by an executive officer of American, in his or her capacity as such, certifying to the matters set forth in Sections 8.3(a) and Section 8.3(b) in form and substance reasonably satisfactory Company by wire transfer of immediately available funds to an account designated by the Company an amount equal to the TransferorsClosing Consideration less the Indemnity Escrow Fund. (c) At the Closing, the Transferors parties shall execute and deliver or cause to be delivered to American:each of the following agreements (collectively, the “Ancillary Agreements”): (i) duly executed counterparts the License Agreement in the form attached as Exhibit C-1 hereto and the Sublicense Agreement in the form attached as Exhibit C-2 hereto (collectively, the “Ancillary License Agreements”); (ii) the Supply Agreement in the form attached as Exhibit D hereto; (iii) the Transition Services Agreement in the form attached as Exhibit E hereto (the “Transition Services Agreement”); (iv) the Assignment and Assumption of Lease Agreement in the form attached as Exhibit F-1 hereto and Sublease in the form attached as Exhibit F-2; (v) the ▇▇▇▇ of Sale, executed by Sale in the Transferorsform attached as Exhibit G hereto; (iivi) duly executed counterparts of the Assignment and Assumption Agreement, executed by Agreement in the Transferorsform attached as Exhibit H hereto; (iiivii) duly executed certificates of an authorized officer of Holdco and Inland American Retail Management, LLC prepared in accordance with Treasury Regulation 1.1445-2(b), certifying Holdco’s and Inland American Retail Management, LLC’s, as applicable, non-foreign status, substantially the Noncompetition Agreement in the form of attached as Exhibit C I hereto (the “Certificates of Non-Foreign StatusNoncompetition Agreement”); (viii) the Escrow Agreement; and (ivix) a certificate signed by an executive officer the Assignment of each Patent and Patent Applications in the form attached as Exhibit K-1 hereto and the Assignment of Trademarks in the Transferors, in his or her capacity form attached as such, certifying to the matters set forth in Sections 8.2(a), 8.2(b) and 8.2(c), in form and substance reasonably satisfactory to AmericanExhibit K-2 hereto.

Closing; Closing Deliverables. (a) The closing At the Closing: (i) the Company shall deliver (or cause to be delivered) to Parent the following items: (A) a reasonably current long-form good standing certificate (or equivalent document) for the Company and each Company Subsidiary issued by the Secretary of State of the State of Delaware and in each state in which the Company or such Company Subsidiary is qualified to do business as a foreign corporation; (B) the Escrow Agreement, duly executed by the Stockholder Representatives; (C) an agreement in the form attached hereto as Exhibit H (the “ClosingLitigation Management Agreement”), duly executed by the Company, Colt’s Manufacturing Company LLC (“CMC”) of the acquisition of the Acquired Assets, the assumption of the Assumed Liabilities as contemplated by this Agreement, the execution of the Ancillary Agreements, and the other transactions contemplated Stockholder Representatives; (D) an agreement in the form attached hereto as Exhibit I-1 (the “Colt Archive Option Agreement”), duly executed by this Agreement shall take place on December 31, 2014, at 10:00 A.M. central time at the offices of Skadden, Arps, SlateParent, ▇▇▇▇ ▇. ▇▇▇▇▇ & (both on behalf of himself and on behalf of Colt Archive Properties LLC), and an agreement in the form attached hereto as Exhibit I-2 (the “Colt Archive Services Agreement”), duly executed by Parent and ▇▇▇▇ LLP▇. ▇▇▇▇▇ on behalf of Colt Archive Properties LLC; (E) a Stockholder Agreement Termination Letter in the form attached hereto as Exhibit K, duly executed by the Company; (F) a certificate signed by an authorized officer of the Company, dated as of the Closing Date, to the effect that the conditions set forth in Sections 6.3(a) and 6.3(g) have been satisfied; (G) the FIRPTA Certificate and the FIRPTA Notice; (H) written evidence of the resignation and/or removal of directors and officers pursuant to Section 4.5; and (I) each document required to be delivered pursuant to Sections 1.16 and 1.18 of this Agreement. (ii) Parent shall deliver (or cause to be delivered) to the Stockholder Representatives the following items: (A) the Escrow Agreement, duly executed by Parent; (B) the Litigation Management Agreement, duly executed by Parent; (C) the Colt Archive Option Agreement, duly executed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Drive(both on behalf of himself and on behalf of Colt Archive Properties LLC), Chicagoand the Colt Archive Services Agreement, Illinois, or at such other date, time and place as the Parties may mutually agree in writing. The day on which the Closing takes place is referred to herein as the “Closing Date.” The Closing shall be deemed effective for all purposes at 11:59 P.M. central time on the Closing Date. (b) At the Closing, American shall deliver or cause to be delivered to the Transferors: (i) a duly executed counterpart of the by CMC and ▇▇▇▇▇▇ of Sale with respect to the Acquired Assets substantially in the form attached hereto as Exhibit A (the “▇. ▇▇▇▇▇▇ on behalf of Sale”), executed by AmericanColt Archive Properties LLC; (ii) a duly executed counterpart of the Assignment and Assumption Agreement with respect to the Assumed Liabilities substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”), executed by American (or its designee, if applicable); (iii) a copy of certified resolutions of American’s board of directors approving the transactions contemplated by this Agreement; and (iv) a certificate by an executive officer of American, in his or her capacity as such, certifying to the matters set forth in Sections 8.3(a) and Section 8.3(b) in form and substance reasonably satisfactory to the Transferors. (c) At the Closing, the Transferors shall deliver or cause to be delivered to American: (i) duly executed counterparts of the ▇▇▇▇ of Sale, executed by the Transferors; (ii) duly executed counterparts of the Assignment and Assumption Agreement, executed by the Transferors; (iii) duly executed certificates of an authorized officer of Holdco and Inland American Retail Management, LLC prepared in accordance with Treasury Regulation 1.1445-2(b), certifying Holdco’s and Inland American Retail Management, LLC’s, as applicable, non-foreign status, substantially in the form of Exhibit C (the “Certificates of Non-Foreign Status”); and (ivD) a certificate signed by an executive authorized officer of each Parent, dated as of the TransferorsClosing Date, in his or her capacity as such, certifying to the matters effect that the conditions set forth in Sections 8.2(a)Section 6.2(a) have been satisfied; and (E) the Joinder Agreement, 8.2(b) and 8.2(c), in form and substance reasonably satisfactory to Americanduly executed by an authorized officer of the Surviving Corporation.

Closing; Closing Deliverables. The closing shall occur in the offices of ▇▇▇▇▇▇ Godward LLP, Five Palo Alto Square, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, upon the execution and delivery of this Agreement by the parties hereto ("Closing"). At the Closing the parties will deliver the following documents, and such additional documents as the parties may agree to transfer ownership of the Acquired Assets to Pharsight (which shall be in form satisfactory to both parties) : (a) The closing Sellers shall deliver to Pharsight: (the “Closing”i) A ▇▇▇▇ of the acquisition of sale and assignment, executed by MGA, for the Acquired Assets; (ii) An assignment and assumption agreement (the "Assignment and Assumption Agreement"), the assumption of executed by MGA, assigning the Assumed Liabilities as contemplated by this Agreements; (iii) The Co-Ownership Agreement, executed by Sellers; (iv) Copyright assignments as set forth in Exhibit C and the execution of the Ancillary Co-Ownership Agreement; (v) Noncompetition Agreements, and the other transactions contemplated executed by this Agreement shall take place on December 31, 2014, at 10:00 A.M. central time at the offices each of Skadden, Arps, Slate, ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇. and ▇▇▇▇▇▇▇▇; (vi) An Estoppel Certificate, executed by the lessor under the lease of the MGA Facility; (vii) A Quitclaim by ▇▇▇▇ DriveSale as to any right, Chicago, Illinois, or at such other date, time title and place interest he may have in and to the MGA Products; (viii) Evidence that notice of termination of each of the distribution agreements listed on Exhibit D has been given with respect to (A) the MGA Unrestricted Software covered thereby and (B) the MGA Restricted Software covered thereby in the Pharsight Fields; and (ix) The Disclosure Schedule (as the Parties may mutually agree in writing. The day on which the Closing takes place is referred to herein as the “Closing Date.” The Closing shall be deemed effective for all purposes at 11:59 P.M. central time on the Closing Datedefined below). (b) At the Closing, American Pharsight shall deliver or cause to be delivered to the Transferorsfollowing documents: (i) a duly executed counterpart The cash portion of the ▇▇▇▇ of Sale with respect to the Acquired Assets substantially purchase price as set forth in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”Section 2.1(a), executed by American; (ii) a duly executed counterpart of the Assignment and Assumption Agreement with respect to the Assumed Liabilities substantially The Promissory Note, as set forth in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”), executed by American (or its designee, if applicableSection 2.1(b); (iii) a copy of certified resolutions of American’s board of directors approving the transactions contemplated The Noncompetition Agreements, executed by this AgreementPharsight; and (iv) a certificate by an executive officer of American, in his or her capacity as such, certifying to the matters set forth in Sections 8.3(a) and Section 8.3(b) in form and substance reasonably satisfactory to the Transferors. (c) At the Closing, the Transferors shall deliver or cause to be delivered to American: (i) duly executed counterparts of the ▇▇▇▇ of Sale, executed by the Transferors; (ii) duly executed counterparts of the The Assignment and Assumption Agreement, executed by Pharsight, pursuant to which Pharsight is assuming the Transferors; (iii) duly executed certificates of an authorized officer of Holdco and Inland American Retail Management, LLC prepared in accordance with Treasury Regulation 1.1445-2(b), certifying Holdco’s and Inland American Retail Management, LLC’s, as applicable, non-foreign status, substantially in the form of Exhibit C (the “Certificates of Non-Foreign Status”); and (iv) a certificate signed by an executive officer of each of the Transferors, in his or her capacity as such, certifying to the matters set forth in Sections 8.2(a), 8.2(b) and 8.2(c), in form and substance reasonably satisfactory to AmericanAssumed Liabilities.

Closing; Closing Deliverables. (a) The closing Subject to the satisfaction or waiver of all of the conditions set forth in Article VI, the sale referred to in Section 2.1 hereof (the “Closing”) of the acquisition of the Acquired Assets, the assumption of the Assumed Liabilities as contemplated by this Agreement, the execution of the Ancillary Agreements, and the other transactions contemplated by this Agreement shall take place on December 31, 2014, at 10:00 A.M. central time at the offices of Skadden, Arps, Slatein ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇. ▇▇▇▇▇▇ Drive▇▇▇, Chicago▇▇▇▇▇▇, Illinoisat 10:00 A.M. at the offices of White & Case, S.C., within three (3) Business Days, after the last of the conditions set forth in Article VI is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other datetime, time and date or place as the Primary Parties may mutually shall agree in writing. The day on which the Closing takes place Such date is herein referred to herein as the “Closing Date.” The Closing shall be deemed effective for all purposes at 11:59 P.M. central time on the Closing Date”. (b) At the Closing, American Primary Seller shall deliver or cause to be delivered to the TransferorsPrimary Purchaser: (i) a certificates representing the Shares, duly executed counterpart endorsed in property (endoso en propiedad) by each of the ▇▇▇▇ of Sale with respect to the Acquired Assets substantially in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”), executed by Americanrespective Sellers; (ii) a duly executed counterpart certified copy of the Assignment share ledger of the Company reflecting: (A) the shareholding structure of the Company on the Closing Date immediately before the transfer of the Shares; (B) the transfer of the Shares; and Assumption Agreement with respect (C) the shareholding structure of the Company on the Closing Date immediately after the transfer of the Shares to the Assumed Liabilities substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”), executed by American (or its designee, if applicable)Purchasers; (iii) a copy certificate signed by Sellers, dated as of certified resolutions of American’s board of directors approving the transactions contemplated by this Agreement; and (iv) a certificate by an executive officer of AmericanClosing Date, in his or her capacity as such, certifying to confirming the matters set forth in Sections 8.3(aSection 6.2(i) and Section 8.3(b6.2(ii); (iv) counterparts to the Escrow Agreement, duly executed by Sellers and the escrow agent; (v) resignations of the members of the board of directors and statutory auditor (comisario) of the Company and all Company Subsidiaries; (vi) copies of all consents and waivers referred to in Section 3.2 hereof; (vii) executed and fully effective and valid releases in a form and substance attached hereto as Exhibit C from the Affiliates of Sellers set forth in Section 2.4(b) of the Sellers Disclosure Letter; and (viii) evidence reasonably satisfactory to Purchasers that the Transferorsshares of capital stock identified in Section 2.4(b)(viii) of the Sellers Disclosure Letter have been transferred to Conaxe. (c) At the Closing, the Transferors Primary Purchaser shall deliver or cause to be delivered to AmericanPrimary Seller: (i) duly executed counterparts evidence of payment by wire transfer of immediately available funds of the ▇▇▇▇ of Sale, executed by the TransferorsClosing Payment; (ii) duly executed counterparts upon receipt of the Assignment and Assumption Agreementoriginal duly endorsed certificates representing the Shares, executed by the Transferorsa certification evidencing such receipt; (iii) duly executed certificates of an authorized officer of Holdco and Inland American Retail Management, LLC prepared in accordance with Treasury Regulation 1.1445-2(b), certifying Holdco’s and Inland American Retail Management, LLC’s, as applicable, non-foreign status, substantially in the form of Exhibit C (the “Certificates of Non-Foreign Status”); and (iv) a certificate signed by an executive authorized officer of each Purchaser, dated as of the TransferorsClosing Date, in his or her capacity as such, certifying to confirming the matters set forth in Sections 8.2(a), 8.2(bSection 6.3(i) and 8.2(c)Section 6.3(ii) hereof; (iv) a counterpart to the Escrow Agreement, duly executed by the Purchasers; and (v) a counterpart to the minutes of the shareholders' meeting of each of the Subject Companies, granting in form favor of each director or sole administrator and substance reasonably satisfactory to Americanstatutory auditors or equivalents, the broadest release permitted by Law in respect of their legal performance of their duties and obligations as directors and statutory auditors, as applicable; (B) the revocation of the powers of attorney as agreed upon between Sellers and Purchasers; and (C) the appointment of new members of the board of directors and new statutory auditors.

Closing; Closing Deliverables. (a) The closing Subject to the satisfaction or waiver of all of the conditions set forth in Article VI, the sale referred to in Section 2.1 hereof (the “Closing”) of the acquisition of the Acquired Assets, the assumption of the Assumed Liabilities as contemplated by this Agreement, the execution of the Ancillary Agreements, and the other transactions contemplated by this Agreement shall take place on December 31, 2014, at 10:00 A.M. central time at the offices of Skadden, Arps, Slatein ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇. ▇▇▇▇▇▇ Drive▇▇▇, Chicago▇▇▇▇▇▇, Illinoisat 10:00 A.M. at the offices of White & Case, S.C., within three (3) Business Days, after the last of the conditions set forth in Article VI is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other datetime, time and date or place as the Primary Parties may mutually shall agree in writing. The day on which the Closing takes place Such date is herein referred to herein as the “Closing Date.” The Closing shall be deemed effective for all purposes at 11:59 P.M. central time on the Closing Date”. (b) At the Closing, American Primary Seller shall deliver or cause to be delivered to the TransferorsPrimary Purchaser: (i) a certificates representing the Shares, duly executed counterpart endorsed in property (endoso en propiedad) by each of the ▇▇▇▇ of Sale with respect to the Acquired Assets substantially in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”), executed by Americanrespective Sellers; (ii) a duly executed counterpart certified copy of the Assignment share ledger of the Company reflecting: (A) the shareholding structure of the Company on the Closing Date immediately before the transfer of the Shares; (B) the transfer of the Shares; and Assumption Agreement with respect (C) the shareholding structure of the Company on the Closing Date immediately after the transfer of the Shares to the Assumed Liabilities substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”), executed by American (or its designee, if applicable)Purchasers; (iii) a copy certificate signed by Sellers, dated as of certified resolutions of American’s board of directors approving the transactions contemplated by this Agreement; and (iv) a certificate by an executive officer of AmericanClosing Date, in his or her capacity as such, certifying to confirming the matters set forth in Sections 8.3(aSection 6.2(i) and Section 8.3(b6.2(ii); (iv) counterparts to the Escrow Agreement, duly executed by Sellers and the escrow agent; (v) resignations of the members of the board of directors and statutory auditor (comisario) of the Company and all Company Subsidiaries; (vi) copies of all consents and waivers referred to in Section 3.2 hereof; (vii) executed and fully effective and valid releases in a form and substance attached hereto as Exhibit C from the Affiliates of Sellers set forth in Section 2.4(b) of the Sellers Disclosure Letter; and (viii) evidence reasonably satisfactory to Purchasers that the Transferorsshares of capital stock identified in Section 2.4(b)(viii) of the Sellers Disclosure Letter have been transferred to Conaxe. (c) At the Closing, the Transferors Primary Purchaser shall deliver or cause to be delivered to AmericanPrimary Seller: (i) duly executed counterparts evidence of payment by wire transfer of immediately available funds of the ▇▇▇▇ of Sale, executed by the TransferorsClosing Payment; (ii) duly executed counterparts upon receipt of the Assignment and Assumption Agreementoriginal duly endorsed certificates representing the Shares, executed by the Transferorsa certification evidencing such receipt; (iii) duly executed certificates of an authorized officer of Holdco and Inland American Retail Management, LLC prepared in accordance with Treasury Regulation 1.1445-2(b), certifying Holdco’s and Inland American Retail Management, LLC’s, as applicable, non-foreign status, substantially in the form of Exhibit C (the “Certificates of Non-Foreign Status”); and (iv) a certificate signed by an executive authorized officer of each Purchaser, dated as of the TransferorsClosing Date, in his or her capacity as such, certifying to confirming the matters set forth in Sections 8.2(a), 8.2(bSection 6.3(i) and 8.2(c)Section 6.3(ii) hereof; (iv) a counterpart to the Escrow Agreement, duly executed by the Purchasers; and (v) a counterpart to the minutes of the shareholders’ meeting of each of the Subject Companies, granting in form favor of each director or sole administrator and substance reasonably satisfactory to Americanstatutory auditors or equivalents, the broadest release permitted by Law in respect of their legal performance of their duties and obligations as directors and statutory auditors, as applicable; (B) the revocation of the powers of attorney as agreed upon between Sellers and Purchasers; and (C) the appointment of new members of the board of directors and new statutory auditors.

Closing; Closing Deliverables. (a) The closing Subject to the satisfaction or waiver of all of the conditions set forth in Article VI, the sale referred to in Section 2.1 hereof (the “Closing”) of the acquisition of the Acquired Assets, the assumption of the Assumed Liabilities as contemplated by this Agreement, the execution of the Ancillary Agreements, and the other transactions contemplated by this Agreement shall take place on December 31, 2014, at 10:00 A.M. central time at the offices of Skadden, Arps, Slatein ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇. ▇▇▇▇▇▇ Drive▇▇▇, Chicago▇▇▇▇▇▇, Illinoisat 10:00 A.M. at the offices of White & Case, S.C., on the date that is three (3) Business Days after the date upon which the last of the conditions set forth in Article VI is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other datetime, time and date or place as the Primary Parties may mutually shall agree in writing. The day on which the Closing takes place Such date is herein referred to herein as the “Closing Date.” ”. The Closing shall be deemed effective for all purposes at 11:59 P.M. central as of 12:01 A.M. Mexico City time on the Closing Date. (b) At the Closing, American Primary Seller shall deliver or cause to be delivered to the TransferorsPurchaser: (i) a certificates representing the Shares, duly executed counterpart endorsed in property (endoso en propiedad) by each of the ▇▇▇▇ of Sale with respect to the Acquired Assets substantially in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”), executed by Americanrespective Sellers; (ii) a duly executed counterpart certified copy of the Assignment share ledger of the Company reflecting: (A) the shareholding structure of the Company on the Closing Date immediately before the transfer of the Shares; (B) the transfer of the Shares; and Assumption Agreement with respect (C) the shareholding structure of the Company on the Closing Date immediately after the transfer of the Shares to the Assumed Liabilities substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”), executed by American (or its designee, if applicable)Purchaser; (iii) a copy certificate signed by Sellers, dated as of certified resolutions of American’s board of directors approving the transactions contemplated by this Agreement; and (iv) a certificate by an executive officer of AmericanClosing Date, in his or her capacity as such, certifying to confirming the matters set forth in Sections 8.3(aSection 6.2(i) and Section 8.3(b6.2(ii); (iv) in form and substance reasonably satisfactory counterparts to the TransferorsEscrow Agreement, duly executed by Sellers and the escrow agent; (v) resignations of the members of the board of directors and statutory auditor (comisario) of the Company, Conaxe and all Company Subsidiaries; (vi) copies of all consents and waivers referred to in Section 3.2 hereof; (vii) executed and fully effective and valid releases in a form attached hereto as Exhibit C from the Affiliates of Sellers set forth in Section 2.4(b) of the Sellers Disclosure Letter; and (viii) a pay-off letter setting forth a true and correct balance of the Avisep Loan Amount. (c) At the Closing, the Transferors Purchaser shall deliver or cause to be delivered to AmericanPrimary Seller: (i) duly executed counterparts evidence of payment by wire transfer of immediately available funds of the ▇▇▇▇ of Sale, executed by the TransferorsClosing Payment; (ii) duly executed counterparts upon receipt of the Assignment and Assumption Agreementoriginal duly endorsed certificates representing the Shares, executed by the Transferorsa certification evidencing such receipt; (iii) duly executed certificates of an authorized officer of Holdco and Inland American Retail Management, LLC prepared in accordance with Treasury Regulation 1.1445-2(b), certifying Holdco’s and Inland American Retail Management, LLC’s, as applicable, non-foreign status, substantially in the form of Exhibit C (the “Certificates of Non-Foreign Status”); and (iv) a certificate signed by an executive authorized officer of each Purchaser, dated as of the TransferorsClosing Date, in his or her capacity as such, certifying to confirming the matters set forth in Sections 8.2(a), 8.2(bSection 6.3(i) and 8.2(c)Section 6.3(ii) hereof; (iv) a counterpart to the Escrow Agreement, duly executed by Purchaser; and a counterpart to the minutes of the shareholders’ meeting of each of the Subject Companies, (A) granting in form favor of each director or sole administrator and substance reasonably satisfactory to Americanstatutory auditors or equivalents, the broadest release permitted by Law in respect of their legal performance of their duties and obligations as directors and statutory auditors, as applicable; (B) revoking and granting powers of attorney as determined Purchaser; and (C) appointing new members of the board of directors and a new statutory auditor (comisario) by Purchaser.

Closing; Closing Deliverables. (a) The closing Subject to the satisfaction or waiver of all of the conditions set forth in Article VI, the sale referred to in Section 2.1 hereof (the “Closing”) of the acquisition of the Acquired Assets, the assumption of the Assumed Liabilities as contemplated by this Agreement, the execution of the Ancillary Agreements, and the other transactions contemplated by this Agreement shall take place on December 31in Cleveland, 2014Ohio, at 10:00 A.M. central time at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇. -▇▇▇▇▇▇ Drive▇▇▇, Chicagowithin three (3) Business Days, Illinoisafter the last of the conditions set forth in Article VI is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other datetime, time and date or place as the Primary Parties may mutually shall agree in writing. The day on which the Closing takes place Such date is herein referred to herein as the “Closing Date.” The Closing shall be deemed effective for all purposes at 11:59 P.M. central time on the Closing Date”. (b) At the Closing, American Seller shall deliver or cause to be delivered to the TransferorsPurchaser: (i) a certificates representing the Shares, duly executed counterpart of endorsed by the ▇▇▇▇ of Sale with respect to the Acquired Assets substantially in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”), executed by AmericanSeller; (ii) a duly executed counterpart copy of the Assignment share ledger of the Company, certified by an officer of the Company, reflecting: (A) the shareholding structure of the Company on the Closing Date immediately before the transfer of the Shares; (B) the transfer of the Shares; and Assumption Agreement with respect (C) the shareholding structure of the Company on the Closing Date immediately after the transfer of the Shares to the Assumed Liabilities substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”), executed by American (or its designee, if applicable)Purchaser; (iii) a copy certificate signed by Seller, dated as of certified resolutions of American’s board of directors approving the transactions contemplated by this Agreement; and (iv) a certificate by an executive officer of AmericanClosing Date, in his or her capacity as such, certifying to confirming the matters set forth in Sections 8.3(aSection 6.2(i) and Section 8.3(b6.2(ii); (iv) counterparts to the Escrow Agreement, duly executed by Shareholders, Seller and the escrow agent; (v) resignations of the members of the board of directors and auditor of the Company and all Company Subsidiaries; (vi) copies of all consents and waivers referred to in Section 3.2 hereof; (vii) executed and fully effective and valid releases in a form attached hereto as Exhibit C from the Affiliates of Seller set forth in Section 2.4(b) of the Seller’s Disclosure Letter; (viii) an executed Trademark License Agreement, in a form and substance reasonably satisfactory that is acceptable to the TransferorsPurchaser; (ix) an executed Trademark Assignment Agreement, in a form and substance that is acceptable to Purchaser; (x) an executed Technology License Agreement, in a form and substance that is acceptable to Purchaser; (xi) an executed Shared Services Agreement, in a form and substance that is acceptable to Purchaser; and (xii) an executed Supply Agreement for certain raw materials, in a form and substance that is acceptable to Purchaser. (c) At the Closing, the Transferors Purchaser shall deliver or cause to be delivered to AmericanSeller: (i) duly executed counterparts evidence of payment by wire transfer of immediately available funds of the ▇▇▇▇ of Sale, executed by the TransferorsClosing Payment; (ii) duly executed counterparts upon receipt of the Assignment and Assumption Agreementoriginal duly endorsed certificates representing the Shares, executed by the Transferorsa certification evidencing such receipt; (iii) duly executed certificates of a certificate signed by an authorized officer of Holdco Purchaser, dated as of the Closing Date, confirming the matters set forth in Section 6.3(i) and Inland American Retail Management, LLC prepared in accordance with Treasury Regulation 1.1445-2(b), certifying Holdco’s and Inland American Retail Management, LLC’s, as applicable, non-foreign status, substantially in the form of Exhibit C (the “Certificates of Non-Foreign Status”)Section 6.3(ii) hereof; and (iv) a certificate signed by an executive officer of each of the Transferors, in his or her capacity as such, certifying counterpart to the matters set forth in Sections 8.2(a)Escrow Agreement, 8.2(b) duly executed by ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ and 8.2(c), in form and substance reasonably satisfactory to AmericanPurchaser.