Common use of Closing Mechanics Clause in Contracts

Closing Mechanics. (a) The parties shall conduct an escrow Closing through the Escrow Agent as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangement, and pursuant to an escrow agreement, reasonably acceptable to Seller, Buyer and the Escrow Agent (the “Escrow Arrangement”). The Closing shall occur during the Closing Period in accordance with the provisions of subsection 6.1(b) hereof. (b) On the first (1st) day of the Closing Period, Seller shall cause New Property Owner to be formed and then convey the Property to New Property Owner pursuant to the Deed, and New Property Owner and Seller will enter into a short form lease of the Property in the form of Exhibit U (the “Short Form of Lease”), the Lease and Easement Assignment and Acceptance Agreement, and the Lease Assignment and Assumption Agreement. On the Closing Date, provided all conditions precedent to Seller’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.5, Seller shall assign and transfer all of the Membership Interests to Buyer and provided all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.4, Buyer agrees to pay the Purchase Price to Seller, in each case, in accordance with the Escrow Arrangement and Seller and New Property Owner will enter into the Net Lease and the Memorandum of Lease, and Net Lease Guarantor shall execute and deliver the Net Lease Guaranty. Upon written notice from Seller to Buyer, or Buyer to Seller, as applicable, on or prior to the then scheduled Closing Period, each of Seller and Buyer shall be entitled to adjourn the then scheduled Closing Period for up to six (6) days in the aggregate, provided that in no event shall the Closing Date be adjourned beyond December 28, 2017, and in no event will the Closing occur after December 28, 2017. Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Seller and Buyer that TIME IS OF THE ESSENCE with respect to Seller's and Buyer's respective obligations to consummate the Transaction on the Closing Date. (c) The items to be delivered by Seller or Buyer in accordance with the terms of Sections 6.2 or 6.3 (other than those pursuant to subsections 6.2(a) through (c) and 6.2(g)) shall be delivered to Escrow Agent on the Closing Date. 15

Closing Mechanics. (a) The parties shall conduct an escrow Closing through the Escrow Agent as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangement, and pursuant to an escrow agreement, reasonably acceptable to Seller, Buyer and the Escrow Agent (the “Escrow Arrangement”). The Closing shall occur during the Closing Period in accordance with the provisions of subsection 6.1(b) hereof. (b1) On the first (1st) day of the Closing Period, Seller shall cause New Property Owner to be formed and then convey the Property to New Property Owner pursuant to the Deed, and New Property Owner and Seller will enter into a short form lease of the Property in the form of Exhibit U (the “Short Form of Lease”), the Lease and Easement Assignment and Acceptance Agreement, and the Lease Assignment and Assumption Agreement. On the Closing Date, provided all conditions precedent to Seller’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.5, Seller shall assign and transfer all of the Membership Interests to Buyer and provided all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.4, Buyer agrees to pay the Purchase Price to Seller, in each case, in accordance with the Escrow Arrangement and Seller and New Property Owner will enter into the Net Lease and the Memorandum of Lease, and Net Lease Guarantor shall execute and deliver the Net Lease Guaranty. Upon written notice from Seller to Buyer, or Buyer to Seller, as applicable, on or prior to the then scheduled Closing PeriodClosing, each the Company shall (i) take all actions necessary to terminate the Data Return LLC 2006 Unit Option Plan (the “Unit Option Plan”) and the Data Return LLC 2006 Unit Appreciation Rights Plan (the “Unit Appreciation Rights Plan”) (collectively referred to as the “Unit Plans”). In furtherance of Seller the foregoing, all unit options granted under the Unit Option Plan (the “Unit Option Awards”) and Buyer shall be entitled all unit appreciation rights granted under the Unit Appreciation Rights Plan (the “UAR Awards”) that are outstanding immediately prior to adjourn the then scheduled Closing Period for up to six (6) days in the aggregate, provided that in no event shall the Closing Date shall be adjourned beyond December 28, 2017, cancelled effective as of Closing and in no event will each holder (the Closing occur after December 28, 2017. Notwithstanding anything “Award Holders”) of the Unit Option Awards and the UAR Awards shall receive a cash payment equal to the contrary contained hereinexcess, it is expressly agreed if any, of the Fair Market Value (as defined in the Unit Plans) of the vested portion of the Units subject to by Seller and Buyer that TIME IS OF THE ESSENCE with respect to Seller's and Buyer's respective obligations to consummate each Unit Option Award or UAR Award, whichever applicable, over the Transaction on aggregate exercise price (as set forth in the Closing Dateindividual award agreement) (the “Unit Award Payments”). (c2) The items At the Closing, Purchaser shall deliver to be delivered each of the Sellers: (a) an amount equal to the Cash Consideration minus (i) the Escrow Amount (as defined above), by wire transfer of immediately available funds to an account or accounts designated in writing by each Seller at least two Business Days prior thereto, (ii) the amount referred to in Section 1.7, (iii) any management, consulting or other fees payable to any of the Sellers, (iv) the cost of the retirement the outstanding preferred stock of the Company and (v) all legal, broker and other fees payable by the Sellers in connection with the transaction (such net amount, the “Closing Seller Wires”) and (b) certificates representing the Stock Consideration, duly and validly endorsed in favor of the applicable Seller or Buyer in accordance with accompanied by a separate duly and validly executed stock power (the terms of Sections 6.2 or 6.3 (other than those pursuant to subsections 6.2(a) through (c) and 6.2(g“Stock Deliveries”)) shall be delivered to Escrow Agent on the Closing Date. 15.

Closing Mechanics. (a) The parties shall conduct an escrow Closing through the Escrow Agent as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangement, and pursuant to an escrow agreement, reasonably acceptable to Seller, Buyer and the Escrow Agent (the “Escrow Arrangement”). The Closing shall occur during the Closing Period in accordance with the provisions of subsection 6.1(b) hereof. (b) On the first (1st) day of the Closing Period, Seller shall cause New Property Owner to be formed and then convey the Property to New Property Owner pursuant to the Deed, and New Property Owner and Seller will enter into a short form lease of the Property in the form of Exhibit U (the “Short Form of Lease”), the Lease and Easement Assignment and Acceptance Agreement, and the Lease Assignment and Assumption Agreement. On the Closing Date, provided all conditions precedent to Seller’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.5, Seller shall assign and transfer all of the Membership Interests to Buyer and provided all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.4, Buyer agrees to pay the Purchase Price to Seller, in each case, in accordance with the Escrow Arrangement and Seller and New Property Owner will enter into the Net Lease and the Memorandum of Lease, and Net Lease Guarantor shall execute and deliver the Net Lease Guaranty. Upon written notice from Seller to Buyer, or Buyer to Seller, as applicable, on or prior to the then scheduled Closing Period, each of Seller and Buyer shall be entitled to adjourn the then scheduled Closing Period for up to six (6) days in the aggregate, provided that in no event shall the Closing Date be adjourned beyond the December 28, 2017, and in no event will the Closing occur after December 28, 2017. Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Seller and Buyer that TIME IS OF THE ESSENCE with respect to Seller's ’s and Buyer's ’s respective obligations to consummate the Transaction on the Closing Date. (c) The items to be delivered by Seller or Buyer in accordance with the terms of Sections 6.2 or 6.3 (other than those pursuant to subsections 6.2(a) through (c) and 6.2(g)) shall be delivered to Escrow Agent on the Closing Date. 15.

Closing Mechanics. (a) The parties shall conduct an escrow purchase and sale of the Purchased Assets and the assumption of the Assumed Obligations will take place in a series of closings at the offices of Buyer (each a “Closing” and, collectively, the “Closings”), with the first such Closing through to take place on April ___, 2014 (the Escrow Agent "Initial Closing Date"), and subsequent Closings to take place on such dates set forth on the Closing Schedule, or as escrowee so that it will not be necessary for any party to attend otherwise designated by the Buyer, until the final Closing, which must occur on or before May 31, 2014. The escrow As used herein, the date of the final Closing shall be conducted in accordance with an escrow arrangement, and pursuant referred to an escrow agreement, reasonably acceptable to Seller, Buyer as the "Final Closing Date" and the Escrow Agent (the “Escrow Arrangement”). The date of any Closing shall occur during be referred to as a “Closing Date”. Each Closing shall be effective as of 11:59 p.m. on the Closing Period in accordance with the provisions of subsection 6.1(b) hereofDate applicable to such Closing. (b) On the first (1st) day of the Initial Closing PeriodDate, Seller shall cause New sell and deliver to Buyer, and Buyer shall purchase from Seller good and valid title (free and clear of any Encumbrances) to the Intellectual Property Owner Assets and the Portfolio Assets identified to be formed transferred and then convey sold on the Property Closing Schedule to New Property Owner pursuant to be sold on the Deed, and New Property Owner and Seller will enter into a short form lease of the Property in the form of Exhibit U (the “Short Form of Lease”), the Lease and Easement Assignment and Acceptance Agreement, and the Lease Assignment and Assumption Agreement. On the Initial Closing Date, provided all conditions precedent other than any Portfolio Assets related to Seller’s obligations hereunder have been satisfied (any Portfolio Accounts properly withdrawn by Buyer or waived) Seller in accordance with Section 6.5, Seller shall assign and transfer all of the Membership Interests to Buyer and provided all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.4, Buyer agrees to pay the Purchase Price to Seller, in each case, in accordance with the Escrow Arrangement and Seller and New Property Owner will enter into the Net Lease and the Memorandum of Lease, and Net Lease Guarantor shall execute and deliver the Net Lease Guaranty. Upon written notice from Seller to Buyer, or Buyer to Seller, as applicable, on or prior to the then scheduled Closing Period, each of Seller and Buyer shall be entitled to adjourn the then scheduled Closing Period for up to six (6) days in the aggregate, provided that in no event shall the Closing Date be adjourned beyond December 28, 2017, and in no event will the Closing occur after December 28, 2017. Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Seller and Buyer that TIME IS OF THE ESSENCE with respect to Seller's and Buyer's respective obligations to consummate the Transaction on the Closing Date7.4. (c) The items On all Closing Dates other than the Initial Closing Date, Seller shall sell and deliver to Buyer, and Buyer shall purchase from Seller good and valid title (free and clear of any Encumbrances) to the Portfolio Assets identified to be delivered transferred and sold on the Closing Schedule to be sold on such Closing Date, other than any Portfolio Assets related to any Portfolio Accounts properly withdrawn by Buyer or Seller in accordance with Section 7.4. (d) On the Final Closing Date, the Seller shall sell and deliver to Buyer, and the Buyer shall purchase from Seller good and valid title (free and clear of any Encumbrances) to the Portfolio Assets related to all Portfolio Accounts that have not been purchased by the Buyer prior thereto, other than any Portfolio Account properly withdrawn by Buyer or Seller in accordance with Section 7.4. (e) The Buyer shall not be permitted to purchase any Portfolio Accounts with respect to a particular Customer at a Closing unless the Buyer purchases all Portfolio Accounts with respect to such Customer at such Closing. (f) The Seller hereby agrees that, during the period from the Signing Date through each applicable Closing Date, the Seller will cooperate in good faith with the Buyer in making joint communications from the Seller and the Buyer to each Customer whose Portfolio Accounts are to be sold to the Buyer on such Closing Date, which communications shall be subject to the Seller’s reasonable approval and shall contain notice of the pending sale of such Customer’s Portfolio Accounts to the Buyer and such other information as may be necessary in order to assist with an orderly transition of responsibilities as lender/factor with respect to such Portfolio Accounts from the Seller to the Buyer. The Buyer hereby agrees that, until the Closing of the sale of the Portfolio Accounts with respect to a particular Customer in accordance with the terms of Sections 6.2 hereof, the Buyer shall not make or 6.3 have any communications with such Customer except for the joint communications described in the preceding sentence. (other than those pursuant g) At each Closing, the Buyer will pay the Preliminary Closing Payment and assume the Assumed Obligations corresponding to subsections 6.2(a) through (c) and 6.2(g)) shall be delivered to Escrow Agent on the Portfolio Accounts specified in the Closing Date. 15Schedule for such Closing, such Closing Payment to be paid in accordance with Section 4.2.

Closing Mechanics. (a) The parties shall conduct an escrow Closing through the Escrow Agent as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangement, and pursuant to an escrow agreement, reasonably acceptable to Seller, Buyer and the Escrow Agent (the “Escrow Arrangement”). The Closing shall occur during the Closing Period in accordance with the provisions of subsection 6.1(b) hereof. (b) On the first (1st) day of the Closing Period, Seller shall cause New Property Owner to be formed and then convey the Property to New Property Owner pursuant to the Deed, and New Property Owner and Seller will enter into a short form lease of the Property in the form of Exhibit U (the “Short Form of Lease”), the Lease and Easement Assignment and Acceptance Agreement, and the Lease Assignment and Assumption Agreement. On the Closing Date, provided all conditions precedent to Seller’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.5, Seller shall assign and transfer all of the Membership Interests to Buyer and provided all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.4, Buyer agrees to pay the Purchase Price to Seller, in each case, in accordance with the Escrow Arrangement and Seller and New Property Owner will enter into the Net Lease and the Memorandum of Lease, and Net Lease Guarantor shall execute and deliver the Net Lease Guaranty. Upon written notice from Seller to Buyer, or Buyer to Seller, as applicable, on or prior to the then scheduled Closing Period, each of Seller and Buyer shall be entitled to adjourn the then scheduled Closing Period for up to six (6) days in the aggregate, provided that in no event shall the Closing Date be adjourned beyond December 28, 2017, and in no event will the Closing occur after December 28, 2017. Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Seller and Buyer that TIME IS OF THE ESSENCE with respect to Seller's and Buyer's respective obligations to consummate the Transaction on the Closing Date. (c) The items to be delivered by Seller or Buyer in accordance with the terms of Sections 6.2 or 6.3 (other than those pursuant to subsections 6.2(a) through (c) and 6.2(g)) shall be delivered to Escrow Agent on the Closing Date. 15.