Common use of Closing; Closing Deliverables Clause in Contracts

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Sections 7.1, 7.2 and 7.3, the closing of the Purchase (the “Closing”) shall take place at the offices of White & Case LLP, 1155 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, as soon as practicable, but in any event within two (2) Business Days, after the last of the conditions set forth in Sections 7.1, 7.2 and 7.3 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 time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. (b) At the Closing, each Seller shall deliver or cause to be delivered to Purchaser: (i) a certificate signed by an authorized officer of such Seller, dated as of the Closing Date, confirming the matters set forth in Sections 7.2(a) and 7.2(b); (ii) a non-foreign person affidavit from each transferor under this Agreement (as determined under Section 1445 of the Code), dated as of the Closing Date, as required by Section 1445 of the Code, in a form and manner reasonably satisfactory to Purchaser; (iii) counterparts to the trademark assignment agreement, or series of trademark assignment agreements for applicable jurisdictions, substantially in the form of Exhibit B hereto, duly executed by each Seller assigning the subject assets; (iv) counterparts to the assignment and assumption agreement with respect to the transfer of the Purchased Assets and the assumption of the Assumed Liabilities, substantially in the form of Exhibit C hereto, duly executed by each Seller; (v) counterparts to the patent assignment agreement, or series of patent assignment agreements for applicable jurisdictions, substantially in the form of Exhibit D hereto, duly executed by each Seller assigning the subject assets; (vi) counterparts to the copyright assignment agreement, or series of copyright assignment agreements for applicable jurisdictions, substantially in the form of Exhibit E hereto, duly executed by each Seller assigning the subject assets; and (vii) a written waiver, duly signed by Camelot, whereby Camelot waives, in connection with the transactions contemplated by this Agreement, the right of first refusal under the that certain Website and Catalog Rights Purchase Agreement, dated as of June 30, 2014, by and between Icon NY and Camelot. (c) At the Closing, Purchaser shall deliver or cause to be delivered to Sellers: (i) the Closing Amount pursuant to Section 3.1(a); (ii) a certificate signed by an authorized officer of Purchaser, dated as of the Closing Date, confirming the matters set forth in Sections 7.3(a) and 7.3(b); (iii) counterparts to the Escrow Agreement, duly executed by Purchaser; (iv) counterparts to the trademark assignment agreement, or series or trademark assignment agreements for applicable jurisdictions, substantially in the form of Exhibit B hereto, duly executed by Purchaser; (v) counterparts to the assignment and assumption agreement with respect to the transfer of the Purchased Assets and the assumption of the Assumed Liabilities, substantially in the form of Exhibit C hereto, duly executed by Purchaser; (vi) counterparts to the patent assignment agreement, or series of patent assignment agreements for applicable jurisdictions, substantially in the form of Exhibit D hereto, duly executed by Purchaser; and (vii) counterparts to the copyright assignment agreement, or series of copyright assignment agreements for applicable jurisdictions, substantially in the form of Exhibit E hereto, duly executed by Purchaser. (d) At the Closing, Purchaser shall deliver or cause to be delivered to the Escrow Agent, the JV Asset Amount pursuant to Section 3.1(b). (e) At the Closing, Parent shall deliver to Purchaser and the Escrow Agent, a counterpart to the Escrow Agreement, duly executed by Parent.

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Sections 7.1, 7.2 and 7.3Article VII hereof, the closing of the Purchase purchase and sale of the Purchased Assets (the “"Closing”") shall take place at the offices of White & Case LLP, 1155 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, as soon as practicableon December 18, but 2013, or if the conditions set forth in any event Article VII hereof have not been satisfied or waived by such date, then within two three (23) Business Days, after the last of the conditions set forth in Sections 7.1, 7.2 and 7.3 Article VII hereof is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment fulfilment or waiver of those conditions), or at such other time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “"Closing Date”". (b) At the Closing, each Seller shall deliver or cause to be delivered to Purchaser: (i) a certificate signed by an authorized officer of such Seller, dated as of the Closing Date, confirming the matters set forth in Sections 7.2(a) and 7.2(b); (ii) a non-foreign person affidavit from each transferor under this Agreement counterpart to the ▇▇▇▇ of sale attached as Exhibit D hereto (as determined under Section 1445 the "▇▇▇▇ of the Code), dated as of the Closing Date, as required Sale") duly executed by Section 1445 of the Code, in a form and manner reasonably satisfactory to PurchaserSeller; (iii) counterparts if the Terminals Sale Closing has not occurred prior to or simultaneous with the trademark assignment agreementClosing, or series of trademark assignment agreements for applicable jurisdictions, substantially in the form of Exhibit B hereto, a counterpart to each Storage Agreement duly executed by each Seller assigning the subject assets;Seller; and (iv) counterparts a counterpart to the assignment and assumption agreement with respect to the transfer of the Purchased Assets and the assumption of the Assumed Liabilities, substantially in the form attached as Exhibit E hereto ("Assignment and Assumption of Exhibit C heretoContracts"), duly executed by each Seller; (v) counterparts to the patent assignment agreement, or series of patent assignment agreements for applicable jurisdictions, substantially in the form of Exhibit D hereto, duly executed by each Seller assigning the subject assets; (vi) counterparts to the copyright assignment agreement, or series of copyright assignment agreements for applicable jurisdictions, substantially in the form of Exhibit E hereto, duly executed by each Seller assigning the subject assets; and (vii) a written waiver, duly signed by Camelot, whereby Camelot waives, in connection with the transactions contemplated by this Agreement, the right of first refusal under the that certain Website and Catalog Rights Purchase Agreement, dated as of June 30, 2014, by and between Icon NY and Camelot. (c) At the Closing, Purchaser shall deliver or cause to be delivered to Sellers: (i) the Closing Amount pursuant to Section 3.1(a); (ii) a certificate signed by an authorized officer of Purchaser, dated as of the Closing Date, confirming the matters set forth in Sections 7.3(a) and 7.3(b); (iii) counterparts to the Escrow Agreement, duly executed by Purchaser; (iv) counterparts to the trademark assignment agreement, or series or trademark assignment agreements for applicable jurisdictions, substantially in the form of Exhibit B hereto, duly executed by Purchaser; (v) counterparts to the assignment and assumption agreement with respect to the transfer of the Purchased Assets and the assumption of the Assumed Liabilities, substantially in the form of Exhibit C hereto, duly executed by Purchaser; (vi) counterparts to the patent assignment agreement, or series of patent assignment agreements for applicable jurisdictions, substantially in the form of Exhibit D hereto, duly executed by Purchaser; and (vii) counterparts to the copyright assignment agreement, or series of copyright assignment agreements for applicable jurisdictions, substantially in the form of Exhibit E hereto, duly executed by Purchaser. (d) At the Closing, Purchaser shall deliver or cause to be delivered to the Escrow Agent, the JV Asset Amount pursuant to Section 3.1(b). (e) At the Closing, Parent shall deliver to Purchaser and the Escrow Agent, a counterpart to the Escrow Agreement, duly executed by Parent.

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Sections 7.1, 7.2 and 7.3, the closing of the Purchase (the “Closing”) shall take place at the offices of White & Case LLP, 1155 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, as soon as practicable, but in any event within two (2) Business Days, after the last of the conditions set forth in Sections 7.1, 7.2 and 7.3 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 time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. (b) At the Closing, each Seller shall deliver or cause to be delivered to Purchaser: (i) a certificate signed by an authorized officer of such Seller, dated as of the Closing Date, confirming the matters set forth in Sections 7.2(a) and 7.2(b); (ii) a non-foreign person affidavit from each transferor under this Agreement (as determined under Section 1445 of the Code), dated as of the Closing Date, as required by Section 1445 of the Code, in a form and manner reasonably satisfactory to Purchaser; (iii) counterparts to the trademark assignment agreement, or series of trademark assignment agreements for applicable jurisdictions, substantially in the form of Exhibit B hereto, duly executed by each Seller assigning the subject assets; (iv) counterparts to the assignment and assumption agreement with respect to the transfer of the Purchased Assets and the assumption of the Assumed Liabilities, substantially in the form of Exhibit C hereto, duly executed by each Seller; (v) counterparts to the patent assignment agreement, or series of patent assignment agreements for applicable jurisdictions, substantially in the form of Exhibit D hereto, duly executed by each Seller assigning the subject assets; (vi) counterparts to the copyright assignment agreement, or series of copyright assignment agreements for applicable jurisdictions, substantially in the form of Exhibit E hereto, duly executed by each Seller assigning the subject assets; and (vii) a written waiver, duly signed by Camelot, whereby Camelot waives, in connection with the transactions contemplated by this Agreement, the right of first AMERICAS 92199813 (2K) -17- refusal under the that certain Website and Catalog Rights Purchase Agreement, dated as of June 30, 2014, by and between Icon NY and Camelot. (c) At the Closing, Purchaser shall deliver or cause to be delivered to Sellers: (i) the Closing Amount pursuant to Section 3.1(a); (ii) a certificate signed by an authorized officer of Purchaser, dated as of the Closing Date, confirming the matters set forth in Sections 7.3(a) and 7.3(b); (iii) counterparts to the Escrow Agreement, duly executed by Purchaser; (iv) counterparts to the trademark assignment agreement, or series or trademark assignment agreements for applicable jurisdictions, substantially in the form of Exhibit B hereto, duly executed by Purchaser; (v) counterparts to the assignment and assumption agreement with respect to the transfer of the Purchased Assets and the assumption of the Assumed Liabilities, substantially in the form of Exhibit C hereto, duly executed by Purchaser; (vi) counterparts to the patent assignment agreement, or series of patent assignment agreements for applicable jurisdictions, substantially in the form of Exhibit D hereto, duly executed by Purchaser; and (vii) counterparts to the copyright assignment agreement, or series of copyright assignment agreements for applicable jurisdictions, substantially in the form of Exhibit E hereto, duly executed by Purchaser. (d) At the Closing, Purchaser shall deliver or cause to be delivered to the Escrow Agent, the JV Asset Amount pursuant to Section 3.1(b). (e) At the Closing, Parent shall deliver to Purchaser and the Escrow Agent, a counterpart to the Escrow Agreement, duly executed by Parent.