Common use of Closing Actions Clause in Contracts

Closing Actions. The Seller shall deliver or cause to be delivered to the Buyer each of the following, duly executed by the Seller (where appropriate): (a) bills of sale conveying to the Buyer the Purchased Assets and other instruments of transfer as may be reasonably required by the Buyer; (b) a special warranty deed or deeds conveying the Purchased Real Property to the Buyer; (c) originals of all of the following: (i) the Personal Property Leases; (ii) all other Purchased Contracts; and (iii) any consents required for the Purchased Contracts; (d) title insurance policies for each parcel of Real Property issued by Title Insurer, dated the Closing Date, each of which such policies (i) shall be in the full amount of the portion of the Purchase Price that the Seller and the Buyer mutually allocate to each such parcel in accordance with Section 1.3(c), and (ii) shall be in the form of American Land Title Association Owner's Policy, 1970 Form B, subject only to the standard exclusions from coverage contained in such policy and the applicable Permitted Liens; (e) certificates of title for all Vehicles, duly endorsed for transfer to the Buyer and keys for all Vehicles; (f) certificates of the secretaries of the Seller and the Parent, dated as of the Closing Date, certifying the resolutions of the boards of directors of the Seller and Parent approving and authorizing the execution and delivery of this Agreement and the consummation by the Seller and Parent of the transactions contemplated hereby, together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Seller and Parent; (g) non-competition agreements duly executed by Seller and Parent in the form of Exhibit D attached hereto; (h) a certificate executed by the Seller and Parent indicating that all conditions to Seller's obligations have been satisfied or waived and that all representations of the Seller and Parent contained herein are true and correct at the Closing Date; (i) the Escrow Agreement; and (j) any and all other documents and instruments reasonably required to satisfy the obligations under the transactions contemplated herein.

Closing Actions. The (a) At the Closing, the Parties shall take the following actions (“Closing Actions”) in the order set forth below: (i) Seller shall deliver or cause to Purchaser a customary bring-down certificate, dated the Closing Date and signed by a duly authorized officer of Seller, in which Seller declares whether it has (after the date hereof) become aware of any breaches of the representations and warranties of Sellers that are given as of the date hereof and the Closing Date, and without personal liability of the persons signing/delivering such certificate (the “Bring-Down Certificate”). Purchaser acknowledges and agrees that the Bring-Down Certificate will only be delivered given to the Buyer each Knowledge of Seller. To the extent any facts, matters or circumstances are disclosed in the Bring-Down Certificate, Seller shall not be liable for any representations and warranties being untrue as a result of such disclosure of facts, matters or circumstances. This shall not affect Seller’s liability for any breaches of representations and warranties given as of the followingdate hereof; (ii) Purchaser shall deliver to Seller evidence of the issuance of Purchaser Common Shares equal to the Rumble Share Consideration (less Purchaser Common Shares underlying the Pre-Funded Warrant and the Holdback Rumble Share Consideration) in Direct Registration System (DRS) non-certificated book-entry form by Purchaser’s transfer agent and registered in the name of Seller, in form and substance reasonably satisfactory; (iii) Purchaser shall deliver to Seller a duly executed Pre-Funded Warrant registered in the name of Seller to purchase up to such number of Purchaser Common Shares as determined pursuant to Section 2.3(b); (iv) Purchaser and Seller shall execute the Registration Rights Agreement; (v) Purchaser and Seller shall execute the Customer Agreement; (vi) Purchaser and Seller shall execute the Transaction Agreement Amendment; (vii) Purchaser shall deliver to Seller a certificate, dated the Closing Date and duly executed by the Seller Secretary of Purchaser (where appropriate): or a comparable officer of Purchaser), in form and substance reasonably satisfactory to Seller, as to: (aA) bills the certificate of sale conveying incorporation of Purchaser, certified as of a recent date by the Secretary of State of the State of Delaware, and that there have been no amendments to the Buyer the Purchased Assets and other instruments certificate of transfer as may be reasonably required by the Buyer; (b) a special warranty deed or deeds conveying the Purchased Real Property to the Buyer; (c) originals incorporation of all of the following: (i) the Personal Property Leases; (ii) all other Purchased ContractsPurchaser since such certification; and (iiiB) any consents required for the Purchased Contracts; (d) title insurance policies for each parcel bylaws of Real Property issued by Title Insurer, dated the Closing Date, each of which such policies (i) shall be Purchaser in the full amount of the portion of the Purchase Price that the Seller and the Buyer mutually allocate to each such parcel in accordance with Section 1.3(c), and (ii) shall be in the form of American Land Title Association Owner's Policy, 1970 Form B, subject only to the standard exclusions from coverage contained in such policy and the applicable Permitted Liens; (e) certificates of title for all Vehicles, duly endorsed for transfer to the Buyer and keys for all Vehicles; (f) certificates of the secretaries of the Seller and the Parent, dated effect as of the Closing Date, certifying the resolutions of the boards of directors of the Seller and Parent approving and authorizing the execution and delivery of this Agreement and the consummation by the Seller and Parent of the transactions contemplated hereby, together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Seller and Parent; (g) non-competition agreements duly executed by Seller and Parent in the form of Exhibit D attached hereto; (h) a certificate executed by the Seller and Parent indicating that all conditions to Seller's obligations have been satisfied or waived and that all representations of the Seller and Parent contained herein are true and correct at the Closing Date; (viii) Purchaser shall pay to Seller the aggregate earnout payment pursuant to ‎Section 2.6, if any; and (ix) Seller shall deliver to Purchaser a copy of the duly executed irrevocable instruction of Seller to the Seller Custodian Bank to transfer the Sold Shares to the securities account of Purchaser Custodian Bank via Clearstream. (b) The Closing Actions may only be waived by mutual written agreement of the Parties. (c) After all Closing Actions have been taken or duly waived, the Parties shall confirm in a written document that (i) the Escrow Agreement; if true, all conditions to Closing pursuant to Section 3.1 have been duly fulfilled or waived, (ii) all Closing Actions have been duly taken or waived, and (jiii) any and all other documents and instruments reasonably required to satisfy Closing has occurred (“Closing Protocol”). The execution of the obligations Closing Protocol shall not limit or prejudice the rights of a Party under the transactions contemplated hereinthis Agreement or Law.

Closing Actions. The Seller shall deliver or cause to be delivered to At the Buyer each of the following, duly executed by the Seller (where appropriate):Closing: (a) Seller shall: (i) execute, acknowledge and deliver to Buyer a conveyance of the Assets, , in the form attached hereto as Exhibit C (with Exhibits A and B attached thereto), effective as to runs of oil as of the Effective Date (the “Conveyance”); and (ii) deliver to Buyer such other bills of sale conveying to the Buyer the Purchased Assets sale, assignments, documents and other instruments of transfer and conveyance as may reasonably be reasonably requested by Buyer, each in form and substance satisfactory to Buyer and Seller; and (iii) execute and deliver to Buyer mutually agreeable transfer orders or letters in lieu thereof, directing the applicable operator to make payment of proceeds attributable to production from the Oil Producing Properties after the Effective Date to Buyer; and (iv) execute and deliver to Buyer necessary governmental form assignments for any federal or state leases included in Exhibit A, each in form and substance satisfactory to Buyer and Seller; and (v) subject to Section 9.1, execute and deliver to Buyer the necessary documents required by applicable Governmental Authorities, or to address Operator Transfer Restrictions, for the Buyerchange of operator from Seller to Buyer for the Operated Assets, and execute and deliver the necessary documents to assign (or partially assign, as applicable) the operator-related Contracts or Permits with respect to the Operated Assets; (bvi) deliver to Buyer a special warranty deed or deeds conveying the Purchased Real Property non-foreign affidavit, as such affidavit is referred to the Buyer; (cin Section 1445(b)(2) originals of all of the following: (i) the Personal Property Leases; (ii) all other Purchased Contracts; and (iii) any consents required for the Purchased Contracts; (d) title insurance policies for each parcel of Real Property issued by Title Insurer, dated the Closing Date, each of which such policies (i) shall be in the full amount of the portion of the Purchase Price that the Seller and the Buyer mutually allocate to each such parcel in accordance with Section 1.3(c), and (ii) shall be in the form of American Land Title Association Owner's Policy, 1970 Form B, subject only to the standard exclusions from coverage contained in such policy and the applicable Permitted Liens; (e) certificates of title for all Vehicles, duly endorsed for transfer to the Buyer and keys for all Vehicles; (f) certificates of the secretaries of the Seller and the ParentCode, dated as of the Closing Date, certifying the resolutions ; and (vii) turn over possession of the boards of directors of the Seller and Parent approving and authorizing the execution and delivery of this Agreement and the consummation by the Seller and Parent of the transactions contemplated hereby, together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Seller and Parent;Assets; and (gviii) non-competition agreements duly executed by Seller and Parent within fourteen (14) days after Closing, deliver to Buyer the Records described in the form of Exhibit D attached hereto; Section 2.1(f). (hb) a certificate executed by the Seller and Parent indicating that all conditions to Seller's obligations have been satisfied or waived and that all representations of the Seller and Parent contained herein are true and correct at the Closing Date;Buyer shall: (i) deliver to the Escrow AgreementSeller, by wire transfer to an account designated by Seller in a bank located in the United States, an amount equal to the Purchase Price minus the Deposit ; and (ii) execute, acknowledge and deliver to Seller the Conveyance; and (jiii) any execute necessary governmental form assignments for federal leases included in Exhibit A, each in form and all substance satisfactory to Buyer and Seller; and (iv) subject to Section 9.1, execute and deliver to Seller the necessary documents required by applicable Governmental Authorities or to address Operator Transfer Restrictions for the change of operator from Seller to Buyer for the Operated Assets, and execute and deliver the necessary documents to assign (or partially assign, as applicable) the operator-related Contracts or Permits with respect to the Operated Assets. (c) Seller Shareholder shall: (i) along with Seller, execute, acknowledge and deliver to Buyer a conveyance of the Assets, in the form attached hereto as Exhibit C (with Exhibits A and B attached thereto), effective as to runs of oil as of the Effective Date (the “Conveyance”); and (ii) deliver to Buyer such other bills of sale, assignments, documents and other instruments of transfer and conveyance as may reasonably required be requested by Buyer, each in form and substance satisfactory to satisfy the obligations under the transactions contemplated hereinBuyer and Seller.

Closing Actions. The Seller shall deliver or cause Parties acknowledge and agree that it is a requirement for the sale and purchase of the Sale Shares to be completed that all the below actions to be carried out on the Closing Date pursuant to this Clause 3.2, and all documents to be executed or delivered to hereunder, are effectively completed and executed or delivered simultaneously (en unidad de acto) on the Buyer each of the following, duly executed by the Seller (where appropriate):date hereof: (a) bills The Parties shall grant before the Notary a public deed pursuant to which (i) the Parties formalize (elevación a público) this Agreement into public deed, (ii) the Seller acknowledges satisfaction of sale conveying the Purchase Price by means of the set-off of the Loan Amount, and (iii) the Seller transfers ownership and deliver the Sale Shares to the Buyer the Purchased Assets and other instruments of transfer as may be reasonably required by the Buyer, in turn, acquires and receives the Sale Shares (the “Public Deed”); (b) a special warranty The Seller shall sign and deliver, or cause to be delivered, to the Buyer the following items: (i) original public deed or deeds conveying titles of ownership with respect to the Purchased Real Property Sale Shares to record in said titles the transfer of the Sale Shares to the Buyer; (cii) originals powers of all attorney sufficient for the execution of this Agreement and any other Ancillary Agreement; (iii) a certificate issued by the joint and several directors of the followingCompany (with their signatures duly notarized), in form and substance reasonably satisfactory to the Buyer and for its inclusion in the Public Deed, certifying with reference to the Company’s Registry Book of Shareholders (Libro Registro de Socios) (A) the ownership of the Sale Shares, (B) that the Sale Shares are free from any Liens, and (C) that all requirements for the transfer of the Sale Shares to the Buyer set forth by Law, the Company’s bylaws and any relevant agreement have been duly complied with; (iv) letter signed by all the shareholders of the Company renouncing to and waiving any preemption rights in relation to the transfer of the Sale Shares to which they might be entitled by virtue of Law, the Company’s bylaws or the Existing Shareholders Agreement; (v) adequate evidence of the termination of the Existing Shareholders Agreement signed by all the shareholders of the Company; (vi) the transfer of the Sale Shares shall be recorded in the Company’s Registry Book of Shareholders; (vii) a duly executed release in the form mutually agreed to by the Buyer (the “Shareholder Release”) from the Seller and the Founders; and (viii) A General Shareholders’ meeting in the Company shall be held with universal nature adopting, the following resolutions: (i) resignation of the Personal Property Leases; current joint and several directors of the Company, (ii) all other Purchased Contractschange of the Company’s management structure to a Board of Directors; and (iii) any consents required appointment of the Board members listed in Clause 4.4. of the Shareholders Agreement; (iv) approval of new by-laws of the Company. Concomitantly, a Board of Director’s meeting shall be held appointing the Chairman and Secretary of the Board of Directors of the Company in accordance with the above referred Clause 4.4. of the Shareholders Agreement. (ix) Delivery by the Buyer of discharge letters for the Purchased Contracts;benefit of the director(s) undertaking, in the absence of fraud or gross negligence, not to bring any direct action against him/them for any past action in his/its condition as director in relation to the management of the Company. (c) The Founders and the Buyer shall execute the Options Agreement and shall grant before the Notary a public deed pursuant to which Options Agreement is notarized (elevación a público). The Option rights over the Founders’ Shares shall be recorded in the Company’s Registry Book of Shareholders (d) title insurance policies for each parcel of Real Property issued by Title Insurer, dated the Closing Date, each of which such policies (i) shall be in the full amount of the portion of the Purchase Price that the Seller The Founders and the Buyer mutually allocate shall declare the termination and effectively terminate the Pledge (including the Promise to each such parcel in accordance with Section 1.3(c)Pledge as described under the Pledge) including any and all rights and obligations stated therein, and (ii) shall be the Irrevocable Power of Attorney granted on the same date in the form of American Land Title Association Owner's Policy, 1970 Form B, subject only to the standard exclusions from coverage contained in such policy and the applicable Permitted Liens;connection therewith. (e) certificates of title for all VehiclesThe Founders, duly endorsed for transfer the Buyer, and the Company shall execute the Shareholders Agreement and shall grant before the Notary a public deed pursuant to which the Buyer and keys for all Vehicles;Shareholders Agreement is notarized (elevación a público). (f) certificates The Founders shall deliver written evidence of the secretaries termination of the Seller Phantom Shares Agreements signed by the Company and the Parentcertain managers, dated as consultants and employees of the Closing DateCompany, certifying expressly releasing the resolutions Buyer from any direct or indirect liability that may arise in connection with the same and/or any claim any employee, manager or shareholder of the boards Company may have against the Company in relation to any existing or deemed employee stock option, phantom shares or incentive plan for the benefit of directors any of the Seller and Parent approving and authorizing the execution and delivery of this Agreement and the consummation by the Seller and Parent of the transactions contemplated herebyemployees, together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Seller and Parent; managers and/or shareholders (g) non-competition agreements duly executed by Seller and Parent whether in the form of Exhibit D attached hereto; (h) a certificate executed by the Seller and Parent indicating that all conditions to Seller's obligations have been satisfied writing or waived and that all representations of the Seller and Parent contained herein are true and correct at the Closing Date; (i) the Escrow Agreement; and (j) any and all other documents and instruments reasonably required to satisfy the obligations under the transactions contemplated hereinorally).

Closing Actions. At the Closing: (a) The Seller shall deliver or cause Purchaser shall: (i) consummate the conversion of all issued and outstanding Class B Ordinary Shares held by the Purchaser Sponsor into Class A Ordinary Shares in accordance with the terms of the Purchaser Constitutional Documents; provided that the number of Class A Ordinary Shares to be issued in such conversion shall not exceed 7,500,000; (ii) pay to the Sellers, by wire transfer of immediately available funds to the account(s) specified in writing by the Sellers delivered to the Buyer each Purchaser at least two (2) Business Days prior to the Closing, an aggregate amount equal to (A) the Base Cash Consideration, plus (B) the estimated Adjustment Amount set forth in the Estimated Adjustment Statement, if positive, or less (C) the absolute value of the followingestimated Adjustment Amount set forth in the Estimated Adjustment Statement, if negative; (iii) (A) issue to the accounts designated in writing prior to Closing by the Sellers the Purchaser Ordinary Shares Consideration, free and clear of all Liens (except Liens consisting of any restrictions on transfer generally arising under the applicable securities Laws), and (B) make appropriate book entries by updating the register of members of the Purchaser (in the names designated by the Sellers in writing prior to Closing) evidencing the issuance to the Sellers of the Purchaser Ordinary Shares Consideration; provided, however, in no instance shall the Purchaser have any obligation to issue any of the Purchaser Ordinary Shares Consideration to or in the name of any Person not signatory hereto; (iv) deliver to the Sellers a counterpart to the Investors Agreement, duly executed by the Seller (where appropriate):Purchaser; (av) bills of sale conveying deliver to the Buyer Sellers the Purchased Assets certificate contemplated by Section 8.3(d); (vi) deliver a certificate from an authorized officer of the Purchaser certifying that (i) the Purchaser has made all necessary arrangements with the Trustee to cause the Trustee to disburse all of the funds contained in the Trust Account available to the Purchaser for payment of the Aggregate Cash Obligations and (ii) there is no Action pending or threatened by any Person (not including the Sellers and their Affiliates) with respect to or against the Trust Account that would reasonably be expected to have a Purchaser Material Adverse Effect; (vii) deliver to the Sellers a counterpart of the B▇▇▇ of Sale and Assignment, duly executed by the Purchaser; and (viii) deliver to the Sellers a counterpart of the Escrow Agreement, duly executed by the Purchaser. (b) The Sellers shall: (i) deliver, or cause to be delivered, to the Purchaser, to the extent that the Transferred Equity Interests are certificated, certificates evidencing such Transferred Equity Interests, duly endorsed in blank or accompanied by stock powers duly executed in blank and, in any case, other duly executed instruments of transfer as may be reasonably required to validly transfer title in and to all the Transferred Equity Interests in book-entry form free and clear of all Liens (other than any restrictions arising under the Transferred Entities’ Organizational Documents made available to the Purchaser or applicable securities Laws or Liens created by the BuyerPurchaser); (bii) a special warranty deed or deeds conveying the Purchased Real Property deliver to the BuyerPurchaser a copy of the shareholders resolutions approving the Purchaser as a shareholder of Merisant Luxembourg; (ciii) originals of all deliver to the Purchaser a copy of the following: (i) notification letter sent by the Personal Property Leases; (ii) all other Purchased Contracts; Sellers to Merisant Luxembourg informing Merisant Luxembourg of the transfer of the Transferred Equity Interests from the Sellers to the Purchaser and (iii) any consents required requesting Merisant Luxembourg to record such transfer in the shareholders register of Merisant Luxembourg and to perform the necessary filing with the Luxembourg trade register, duly countersigned by Merisant Luxembourg for the Purchased Contractsacknowledgment and acceptance; (div) title insurance policies for each parcel of Real Property issued by Title Insurer, dated deliver to the Closing Date, each of which such policies (i) shall be in the full amount Purchaser a copy of the portion shareholders register of Merisant Luxembourg recording the transfer of the Purchase Price that the Seller and the Buyer mutually allocate to each such parcel in accordance with Section 1.3(c), and (ii) shall be in the form of American Land Title Association Owner's Policy, 1970 Form B, subject only Transferred Equity Interests to the standard exclusions from coverage contained in such policy and the applicable Permitted Liens; (e) certificates of title for all Vehicles, duly endorsed for transfer to the Buyer and keys for all Vehicles; (f) certificates of the secretaries of the Seller and the Parent, dated Purchaser with effect as of the Closing Date, certifying the resolutions of the boards of directors of the Seller and Parent approving and authorizing the execution and delivery of this Agreement and the consummation by the Seller and Parent of the transactions contemplated hereby, together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Seller and Parent; (g) non-competition agreements duly executed by Seller and Parent in the form of Exhibit D attached hereto; (h) a certificate executed by the Seller and Parent indicating that all conditions to Seller's obligations have been satisfied or waived and that all representations of the Seller and Parent contained herein are true and correct at the Closing Date; (iv) deliver to the Purchaser the certificate contemplated by Section 8.2(c); (vi) deliver to the Purchaser a duly executed certificate of non-foreign status from the Sellers stating that in each case it is a United States Person within the meaning of Section 7701(a)(30) of the Code, substantially in the form of the sample certification set forth in Treasury Regulations Section 1.1445-2(b)(2)(iv)(B); (vii) deliver to the Purchaser written resignations or evidence of removal (in each case, effective as of the Closing) of each corporate director or officer of the Acquired Companies in his or her capacity as such, in each case, other than as the Purchaser shall have requested in writing at least five (5) Business Days before the Closing Date; (viii) deliver to the Purchaser a counterpart to each of the Investors Agreement, duly executed by the Sellers; (ix) deliver to the Purchaser a counterpart of the B▇▇▇ of Sale and Assignment, duly executed by the Sellers; (x) sell, convey, assign, transfer and deliver to the Purchaser the Transferred Assets and Liabilities and deliver any instruments of transfer necessary to evidence the transfer of Mafco Foreign Holdings’s right, title and interest in the Transferred Assets and Liabilities, pursuant to and in accordance with this Agreement duly executed by Mafco Foreign Holdings, to the extent applicable; (xi) deliver to the Purchaser a counterpart to the Escrow Agreement, duly executed by the Sellers; (xii) copies of the payoff letters required by Section 5.20; and (xiii) deliver to the Purchaser such additional certificates, resolutions, instruments, agreements and (jaffidavits as may be reasonably requested by the Purchaser or necessary for the completion of the Debt Financing as evidence that as of immediately prior to the Closing, the Sellers collectively own, directly or indirectly, all of the issued and outstanding equity interests of the Acquired Companies listed on Section 2.4(b)(xiii) any and all other documents and instruments reasonably required to satisfy of the obligations under the transactions contemplated hereinSellers Disclosure Schedule.

Closing Actions. The (a) In accordance with Section 2.5(e), Purchaser shall make the following payments: (i) to Sellers, an amount equal to the Purchase Price minus the Indemnity Escrow Amount; (ii) to People’s United Bank, National Association, as escrow agent of the parties hereto (the “Escrow Agent”), an amount equal to the Indemnity Escrow Amount, to be held in escrow and invested by the Escrow Agent in accordance with the terms of an Escrow Agreement in a form reasonably acceptable to the parties hereto (the “Escrow Agreement”). (b) At the Closing, Seller Parent shall deliver to Purchaser all proper and necessary instruments for the conveyance of all of Seller Parent’s right, title and interest in, to and under all of the Company Interests, subject to the retention of the Retained Company Assets, held or owned by Seller Parent as of the Closing. (c) At the Closing, Seller Parent, ▇▇▇▇ Markets and/or Thomaston Land, as applicable, shall deliver, or cause to be delivered delivered, to the Buyer Purchaser each of the following: (i) a ▇▇▇▇ of sale in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”) duly executed by ▇▇▇▇ Markets transferring the tangible Personal Property included in the Transferred Assets; (ii) with respect to each parcel of owned Real Property included in the Transferred Assets, a deed of special warranty in form and substance satisfactory to Purchaser (each, a “Deed”), duly executed and notarized by the applicable Seller; (iii) with respect to each Deed, real property transfer tax returns, duly executed and notarized by the applicable Seller; (iv) with respect to that certain Leased Real Property leased by Thomaston Land, an Assignment and Assumption of Lease in the form attached hereto as Exhibit B (each, an “Assignment and Assumption of Lease”), duly executed by Thomaston Land; (v) the Escrow Agreement, duly executed by Seller Parent; (vi) the Transition License Agreement, duly executed by Seller Parent; (vii) the Transition Services Agreement, duly executed by the Seller (where appropriate):relevant parties; and (aviii) bills of sale conveying to the Buyer the Purchased Assets and such other customary instruments of transfer (including motor vehicle registrations), assumption, filings or documents, in form and substance reasonably satisfactory to Purchaser, as may be reasonably required by the Buyer; (b) a special warranty deed or deeds conveying the Purchased Real Property to the Buyer; (c) originals of all of the following: (i) the Personal Property Leases; (ii) all other Purchased Contracts; and (iii) any consents required for the Purchased Contracts;give effect to this Agreement. (d) title insurance policies for each parcel of Real Property issued by Title InsurerAt the Closing, dated the Closing Date, Purchaser shall deliver to Sellers each of which such policies (i) shall be in the full amount of the portion of the Purchase Price that the Seller and the Buyer mutually allocate to each such parcel in accordance with Section 1.3(c), and (ii) shall be in the form of American Land Title Association Owner's Policy, 1970 Form B, subject only to the standard exclusions from coverage contained in such policy and the applicable Permitted Liens; (e) certificates of title for all Vehicles, duly endorsed for transfer to the Buyer and keys for all Vehicles; (f) certificates of the secretaries of the Seller and the Parent, dated as of the Closing Date, certifying the resolutions of the boards of directors of the Seller and Parent approving and authorizing the execution and delivery of this Agreement and the consummation by the Seller and Parent of the transactions contemplated hereby, together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Seller and Parent; (g) non-competition agreements duly executed by Seller and Parent in the form of Exhibit D attached hereto; (h) a certificate executed by the Seller and Parent indicating that all conditions to Seller's obligations have been satisfied or waived and that all representations of the Seller and Parent contained herein are true and correct at the Closing Date;following: (i) the Assignment and Assumption of Lease, duly executed by Purchaser; (ii) the Escrow Agreement, duly executed by Purchaser; (iii) the Transition License Agreement, duly executed by Purchaser; (iv) the Transition Services Agreement, duly executed by Purchaser; and (v) such other customary instruments of transfer (including motor vehicle registrations), assumption, filings or documents, in form and (j) any and all other documents and instruments substance reasonably satisfactory to Sellers, as may be required to satisfy the obligations under the transactions contemplated hereingive effect to this Agreement.

Closing Actions. The Seller At the Closing, the following shall deliver or cause to be delivered to the Buyer each of the following, duly executed by the Seller (where appropriate):occur: (a) bills of sale conveying Buyers shall pay the Cash Consideration to the Buyer the Purchased Assets and other instruments of transfer as may be reasonably required by the BuyerSellers in accordance with Section 2.1(c); (b) a special warranty deed or deeds conveying KMI and HSR shall execute and deliver an Assignment of Membership Interest to HSR effective as of the Purchased Real Property to Effective Time in the Buyerform attached hereto as Exhibit D; (c) originals of all KNGG and HSG shall execute such Conveyance Documents as may be appropriate to transfer the Gathering Assets to HSG, subject to the Permitted Encumbrances, and without warranty, express or implied, except as provided in this Agreement, effective as of the following: (i) Effective Time and containing such provisions as may be appropriate to cause HSG to assume all obligations arising under the Personal Property LeasesIntangibles attributable to the period from and after the Effective Time; (ii) and taking into account any changes in the Gathering Assets since the date hereof, such as additions thereto, dispositions or terminations of any portion thereof, amendments, new Contracts or Permits, change in Effective Time, exercise by Sellers of the right to retain the Optional Excluded Assets, failure to obtain any required consent to assignment from any third party or other matters that may need to be taken into account in order that the mutually agreed upon forms of the Conveyance Documents are appropriate to transfer the Gathering Assets as they exist, and may be assigned, at the time of the Closing to HSG and for HSG to assume all obligations arising under the Intangibles as they exist at the time of Closing attributable to the period from and after the Effective Time; in this connection it is understood that, subject to Section 2.8, the Rights-of-Way that are also used in connection with the Excluded Assets will be transferred pursuant to the form of Partial Assignment attached hereto as Exhibit E, the Plant Interest will be transferred pursuant to the form of Assignment of Plant Interest attached hereto as Exhibit F, the station site leases that are part of the Gathering Assets shall be transferred pursuant to the form of Assignment of Station Site Leasehold Interest attached hereto as Exhibit G, the fee properties that are part of the Gathering Assets will be transferred pursuant to the form of Deed attached hereto as Exhibit H, and all other Purchased Contracts; Gathering Assets shall be transferred pursuant to the form of Assignment, ▇▇▇▇ of Sale and (iii) any consents required for Conveyance attached hereto as Exhibit I, or variations thereof mutually acceptable to the Purchased Contracts;Parties. (d) title insurance policies for each parcel HSG shall deliver to KNGG and KMI a full and complete release of Real Property issued all their obligations under the Master Equipment Lease executed by Title Insurer, dated the Closing Date, each of which such policies (i) shall be in the full amount of the portion of the Purchase Price that the Seller and the Buyer mutually allocate to each such parcel in accordance with Section 1.3(c), and (ii) shall be in the form of American Land Title Association Owner's Policy, 1970 Form B, subject only to the standard exclusions from coverage contained in such policy and the applicable Permitted LiensMaster Equipment Lessor; (e) certificates Sellers shall deliver an affidavit of title for all Vehiclesnon-foreign ownership and shall deliver to Buyers an executed Colorado Revenue Form 1083, duly endorsed for transfer to or the Buyer and keys for all Vehiclesparties shall otherwise satisfy Colorado withholding tax requirements; (f) certificates Sellers shall execute and deliver releases of the secretaries of the Seller mortgages, liens and the Parent, dated as of the Closing Date, certifying the resolutions of the boards of directors of the Seller and Parent approving and authorizing the execution and delivery of this Agreement and the consummation by the Seller and Parent of the transactions contemplated hereby, together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Seller and Parentsecurity interests granted to Sellers pursuant to Section 2.4(g); (g) non-competition agreements duly executed by Seller Subject to the provisions of Section 2.11(a), (b), (c) and Parent in (d), Sellers shall make available to Buyers at Sellers' offices any of the form of Exhibit D attached heretoBooks and Records that have not previously been delivered to Buyers; and (h) a certificate executed by Sellers shall pay, or cause to be paid, the Seller and Parent indicating that all conditions to Seller's obligations have been satisfied or waived and that all representations outstanding principal amount of the Seller loans made by HSG to KNGG and Parent contained herein are true and correct at the Closing Date; (i) the Escrow Agreement; and (j) any and all other documents and instruments reasonably required KNWTLLC pursuant to satisfy the obligations under the transactions contemplated hereinSection 5.3.20.

Closing Actions. The Seller shall deliver or cause to be delivered to the Buyer each of the following, duly executed by the Seller (where appropriate): (a) bills Subject to Section 3.4, Parent shall pay, or shall cause the Surviving Corporation or its Subsidiaries, as applicable, to pay, the following payments: (i) at the Closing, to each holder of sale conveying Common Stock an amount equal to the Buyer Closing Common Share Price multiplied by the Purchased Assets number of shares of Common Stock (other than Dissenting Shares) owned by such holder immediately prior to the Effective Time; (ii) reasonably promptly following the Closing, to each holder of an Option the amounts payable (if any) pursuant to Sections 2.2 and 2.3 in respect of such Option, less applicable federal, state and local income Tax withholding and Social Security, Medicare, state disability, unemployment and other instruments withholding obligations; (iii) in due course, to the applicable Governmental Entity, the aggregate amount of transfer as may all applicable federal, state and local income Tax withholding and Social Security, Medicare, state disability, unemployment and other withholding obligations withheld in respect of payments to Option holders; (iv) at the Closing, to the “Administrative Agent” under the Credit Agreement, the Debt Amount; (v) at the Closing, to each payee thereof, the Transaction Costs; (vi) at the Closing, to the Escrow Agent an amount equal to $10,000,000 (the “Escrow Amount”) to be reasonably required held in escrow in accordance with the escrow agreement to be entered into at Closing by the Buyer;Shareholders Agent, Parent, Buyer and the Escrow Agent in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”); and (vii) at the Closing, (A) to the depository or paying agent under the Debt Tender Offer, the amount required to fund the purchase of Notes validly tendered and not withdrawn pursuant to the Debt Tender Offer, or (B) if the conditions to the Debt Tender Offer have not been satisfied or waived, to a trust established under Section 8.01 of the Indenture, the amount required to fund the optional redemption of the Notes contemplated by Section 5 of the form of the Notes, as applicable. (b) a special warranty deed or deeds conveying the Purchased Real Property to the Buyer; (c) originals of all of the following: (i) the Personal Property Leases; (ii) all other Purchased Contracts; and (iii) any consents required for the Purchased Contracts; (d) title insurance policies for each parcel of Real Property issued by Title Insurer, dated the Closing Date, each of which such policies (i) shall be in the full amount of the portion of the Purchase Price that the Seller Parent and the Buyer mutually allocate Company shall take, or shall cause their respective Subsidiaries to each such parcel in accordance with Section 1.3(c)take, and (ii) shall be in the form of American Land Title Association Owner's Policy, 1970 Form B, subject only to the standard exclusions from coverage contained in such policy and the applicable Permitted Liens; (e) certificates of title for all Vehicles, duly endorsed for transfer to the Buyer and keys for all Vehicles; (f) certificates of the secretaries of the Seller and the Parent, dated as of the Closing Date, certifying the resolutions of the boards of directors of the Seller and Parent approving and authorizing the execution and delivery of this Agreement and the consummation by the Seller and Parent of the transactions contemplated hereby, together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Seller and Parent; (g) non-competition agreements duly executed by Seller and Parent in the form of Exhibit D attached hereto; (h) a certificate executed by the Seller and Parent indicating that all conditions to Seller's obligations have been satisfied or waived and that all representations of the Seller and Parent contained herein are true and correct at the Closing Date;following actions: (i) Immediately prior to the Escrow AgreementClosing, the Company shall contribute all of the outstanding shares of capital stock of PFGI to a newly formed Delaware limited liability company (“New Crunch LLC”), which shall be a wholly-owned subsidiary of the Company, the documentation thereof being in form and substance reasonably acceptable to each of Parent and the Company; (ii) at the Closing, to the extent necessary to fund the payments to be made by the Surviving Corporation pursuant to Section 3.3(a), Parent shall cause proceeds received as a result of the Financing, including the proceeds received by Parent from the Equity Financing and proceeds received by the Finance Sub from the Debt Financing, to be transferred to the Surviving Corporation, Buyer or PFGI, as applicable; and (iii) at the Closing, Finance Sub shall be merged with and into New Crunch LLC (jthe “Subsidiary Merger”) any in such a manner that New Crunch LLC shall be the surviving entity (the “Subsidiary Surviving Company”) and all other documents shall become an indirect wholly-owned Subsidiary of the Company, the documentation thereof being in form and instruments substance reasonably required acceptable to satisfy each of Parent and the obligations under the transactions contemplated hereinCompany.

Closing Actions. (a) At the Closing, the Parties shall take the following actions (“Closing Actions”) in the order set forth below: (i) The Sellers shall deliver to Purchaser a customary bring-down certificate, dated the Closing Date and signed by ▇▇▇▇▇▇▇▇▇▇▇▇▇ and a duly authorized officer of ART Holding, in which each Seller declares whether it has (after the date hereof) become aware of any breaches of the representations and warranties of the Sellers that are given as of the date hereof and the Closing Date, and without personal liability of the persons signing/delivering such certificate (the “Bring-Down Certificate”). Purchaser acknowledges and agrees that the Bring-Down Certificate will only be given to Knowledge of each Seller. To the extent any facts, matters or circumstances are disclosed in the Bring-Down Certificate, each Seller shall not be liable for any representations and warranties being untrue as a result of such disclosure of facts, matters or circumstances. This shall not affect each Seller’s liability for any breaches of representations and warranties given as of the date hereof; (ii) Purchaser shall deliver or cause to be delivered Thillainathan evidence of the issuance of Purchaser Common Shares equal to the Buyer each Rumble Share Consideration (less the Holdback Rumble Share Consideration) in Direct Registration System (DRS) non-certificated book-entry form by Purchaser’s transfer agent and registered in the name of Thillainathan, in form and substance reasonably satisfactory; (iii) Purchaser shall deliver to the followingSellers a certificate, dated the Closing Date and duly executed by the Seller Secretary of Purchaser (where appropriate): (a) bills or a comparable officer of sale conveying Purchaser), in form and substance reasonably satisfactory to the Buyer Sellers, as to: (A) the Purchased Assets and other instruments certificate of transfer incorporation of Purchaser, certified as may be reasonably required of a recent date by the Buyer; (b) a special warranty deed or deeds conveying Secretary of State of the Purchased Real Property State of Delaware, and that there have been no amendments to the Buyer; (c) originals certificate of all incorporation of the following: (i) the Personal Property Leases; (ii) all other Purchased ContractsPurchaser since such certification; and (iiiB) any consents required for the Purchased Contracts; (d) title insurance policies for each parcel bylaws of Real Property issued by Title Insurer, dated the Closing Date, each of which such policies (i) shall be Purchaser in the full amount of the portion of the Purchase Price that the Seller and the Buyer mutually allocate to each such parcel in accordance with Section 1.3(c), and (ii) shall be in the form of American Land Title Association Owner's Policy, 1970 Form B, subject only to the standard exclusions from coverage contained in such policy and the applicable Permitted Liens; (e) certificates of title for all Vehicles, duly endorsed for transfer to the Buyer and keys for all Vehicles; (f) certificates of the secretaries of the Seller and the Parent, dated effect as of the Closing Date, certifying the resolutions ; and (iv) The Sellers shall deliver to Purchaser copies of duly executed irrevocable instructions of the boards Sellers to the Seller Custodian Banks to transfer the Sold Shares to the securities account of directors Purchaser Custodian Bank via Clearstream. (b) The Closing Actions may only be waived by mutual written agreement of the Seller and Parent approving and authorizing the execution and delivery of this Agreement and the consummation by the Seller and Parent of the transactions contemplated hereby, together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Seller and Parent;Parties. (gc) non-competition agreements After all Closing Actions have been taken or duly executed by Seller and Parent waived, the Parties shall confirm in the form of Exhibit D attached hereto; a written document that (hi) a certificate executed by the Seller and Parent indicating that if true, all conditions to Seller's obligations Closing pursuant to ‎Section 3.1 have been satisfied duly fulfilled or waived waived, (ii) all Closing Actions have been duly taken or waived, and that all representations (iii) Closing has occurred (“Closing Protocol”). The execution of the Seller and Parent contained herein are true and correct at Closing Protocol shall not limit or prejudice the Closing Date; (i) the Escrow Agreement; and (j) any and all other documents and instruments reasonably required to satisfy the obligations rights of a Party under the transactions contemplated hereinthis Agreement or Law.

Closing Actions. The Seller shall deliver or cause to be delivered to the Buyer each of the following, duly executed by the Seller (where appropriate):At Closing, (a) bills of sale conveying the Purchaser and Seller shall execute, substantially in the form shown in Schedule 3.6, the Transfer Agreement and such other deeds, certificates, instruments necessary to convey, assign or transfer the Buyer the Purchased Assets and other instruments of transfer as may be reasonably required by the BuyerAssumed Liabilities in accordance with applicable Legal Requirements; (b) a special warranty deed or deeds conveying the Purchased Real Property Purchaser shall pay to the BuyerSeller by irrevocable wire transfer the Provisional Purchase Price set forth in Article 3.3; (c) originals of all the Seller shall have caused the members of the following: management boards of ABEX Rail S.A. (i“conseil d’administration”) and of Rütgers Rail GmbH (“Geschäftsführung”) as nominated by Purchaser five Business Days before Closing to resign and Seller shall cause the Personal Property Leases; (ii) all other Purchased Contracts; and (iii) any consents required for minority shareholders of Abex Rail S.A. to transfer the Purchased Contractsshares held by them to the persons notified by Purchaser in writing five Business Days prior to Closing to Seller; (d) title insurance policies for each parcel of Real Property issued by Title Insurer, dated the Closing Date, each of which such policies (i) shall be in the full amount of the portion of the Purchase Price that the Seller and shall hold on Purchaser’s timely request a shareholders’ meeting at ABEX Rail S.A. in order to change the Buyer mutually allocate to each such parcel in accordance with Section 1.3(c), and (ii) shall be in the form of American Land Title Association Owner's Policy, 1970 Form B, subject only to the standard exclusions from coverage contained in such policy and the applicable Permitted Liens;company name. (e) certificates of title for all Vehicles, duly endorsed for transfer the Seller shall hold a shareholders’ meeting at Rütgers Rail GmbH in order to change the Buyer and keys for all Vehicles;company name in such a way that it shall no longer contain the word “Rütgers”. (f) certificates of the secretaries of the Seller shall deliver a certificate that (i) Seller’s representations and the Parent, dated warranties in this Agreement shall have been accurate in all material respects as of the Closing Date, certifying the resolutions time of the boards of directors Closing as if then made, (ii) the covenants and obligations that the Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing, shall have been duly performed and complied with in all material respects, and (iii) each consent required under Section 5.5 remained in effect and has not been withdrawn or otherwise terminated since date of the Seller and Parent approving and authorizing the execution and delivery of this Agreement and the consummation by the Seller and Parent of the transactions contemplated hereby, together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Seller and Parent; (g) nonPre-competition agreements duly executed by Seller and Parent in the form of Exhibit D attached hereto; (h) a certificate executed by the Seller and Parent indicating that all conditions to Seller's obligations have been satisfied or waived and that all representations of the Seller and Parent contained herein are true and correct at the Closing Date; (i) the Escrow Agreement; and (j) any and all other documents and instruments reasonably required to satisfy the obligations under the transactions contemplated hereinClosing.

Closing Actions. The Seller At the Closing (to the extent not completed prior to the Closing Date): (a) first, (i) GE shall, and shall cause the other NBCU Transferors to, transfer, directly or indirectly, the Contributed NBCU Assets to NBCU, (ii) NBCU shall assume the Assumed NBCU Liabilities, (iii) GE shall, or shall cause a Subsidiary of GE (other than a NBCU Entity) to, assume all Excluded NBCU Liabilities that are Liabilities of a NBCU Entity and (iv) NBCU shall pay to GE the fair value of the capital stock of the Subsidiary of GE identified on Section 2.08(d) of the NBCU Disclosure Letter (it being understood that all of such capital stock shall be included in the Contributed NBCU Assets); (b) second, (i) Navy Holdco 1 shall, and GE shall cause Navy Holdco 1 to, contribute to Navy Holdco 2 all of the outstanding NBCU Shares, free and clear of all Liens and (ii) GE and NBCU shall, and shall cause their respective applicable Subsidiaries to, enter into the ISDA Novation Agreements, which shall be deemed effective at the effective time of this Section 2.08(b); (c) third, (i) Comcast Navy Acquisition, LLC and Navy Holdco 2 shall, and Navy Holdco 2 shall cause the Newco Interest Holders to, enter into the Escrow Agreement, (ii) Comcast Navy Acquisition, LLC shall, or shall cause an Affiliate on behalf of Comcast Navy Acquisition, LLC to, deposit funds in an amount equal to the Comcast/NBCU Purchase Price (calculated for this purpose based on the estimated amounts provided pursuant to Section 2.06(b)) into escrow pursuant to the terms of the Escrow Agreement, (iii) if Estimated Combined EBITDA is less than the Target Combined EBITDA, then Comcast Navy Acquisition, LLC shall, or shall cause an Affiliate on behalf of Comcast Navy Acquisition, LLC to, deposit funds in an amount equal to 3.5 times the lesser of (x) the amount of the shortfall, if such shortfall exists, of Estimated Comcast EBITDA as compared to Target Comcast EBITDA, or (y) the amount of the shortfall of Estimated Combined EBITDA as compared to Target Combined EBITDA into escrow pursuant to the terms of the Escrow Agreement (any such amount to be deposited into escrow pursuant to this clause (iii), the “Shortfall Amount”) and (iv) Comcast Navy Acquisition, LLC shall, or shall cause an Affiliate on behalf of Comcast Navy Acquisition, LLC to, deposit funds in an amount equal to the amount of the 2008 Contributed Comcast Businesses EBITDA Adjustment, if any, into escrow pursuant to the terms of the Escrow Agreement; (d) fourth, NBCU shall, and GE shall cause NBCU to, complete the NBCU Conversion in accordance with Section 2.07; (e) fifth, NBCU shall distribute its interests in the Holding Companies and New A&E to Navy Holdco 2; (f) sixth, Navy Holdco 2 and the Newco Interest Holders shall contribute the equity interests of NBCU and the New LLCs to Newco, free and clear of all Liens, in exchange for Newco Membership Interests; (g) seventh, Newco shall contribute the equity interests of the New LLCs to NBCU; (h) eighth, the parties hereto shall, and shall cause their respective applicable Subsidiaries to, deliver duly executed counterparts to the other Transaction Agreements referenced in Section 6.12; (i) ninth, Comcast shall, and shall cause the other Comcast Transferors to, contribute or transfer, as applicable, the Contributed Comcast Assets to Newco or, at the direction of Newco, NBCU and, in consideration therefor, Newco shall issue to Comcast Navy Contribution, LLC, free and clear of all Liens, Newco Membership Interests representing 25.75% of the outstanding Newco Membership Interests (determined after giving effect to such issuance) and, to the extent Contributed Comcast Equity Interests are certificated, Comcast Navy Contribution, LLC shall deliver or cause to be delivered to the Buyer each of the followingNewco or NBCU, as applicable, certificates evidencing such Contributed Comcast Equity Interests, duly endorsed in blank or accompanied by powers duly executed by the Seller (where appropriate): (a) bills of sale conveying to the Buyer the Purchased Assets and in blank or other duly executed instruments of transfer as may required in order to validly transfer title in and to the Contributed Comcast Equity Interests, and to the extent such Contributed Comcast Equity Interests are not certificated, Comcast Navy Contribution, LLC shall deliver or cause to be reasonably required by delivered to Newco or NBCU, as applicable, other customary evidence of ownership; and Newco or NBCU, as applicable, shall assume the BuyerAssumed Comcast Liabilities and Comcast Navy Contribution, LLC shall, or shall cause a Subsidiary of Comcast (other than a Contributed Comcast Subsidiary), to assume all Excluded Comcast Liabilities that are Liabilities of a Contributed Comcast Subsidiary; (bj) a special warranty deed or deeds conveying the Purchased Real Property to the Buyer; (c) originals of all of the following: tenth, (i) the Personal Property Leases; (ii) Newco Interest Holders shall, and GE shall cause the Newco Interest Holders to, deliver to Comcast Navy Acquisition, LLC, free and clear of all other Purchased Contracts; and (iii) any consents required for the Purchased Contracts; (d) title insurance policies for each parcel of Real Property issued by Title InsurerLiens, dated the Closing Date, each of which such policies (i) shall be in the full amount all of the portion of Newco Membership Interests owned by the Purchase Price that the Seller and the Buyer mutually allocate to each such parcel in accordance with Section 1.3(c), Newco Interest Holders and (ii) Navy Holdco 2 shall, and GE shall be cause Navy Holdco 2 to, deliver to Comcast Navy Acquisition, LLC, free and clear of all Liens, Newco Membership Interests which, when aggregated with the interests delivered pursuant to clause (i), will constitute 25.25% of the outstanding Newco Membership Interests, in consideration of the form payment by Comcast Navy Acquisition, LLC of American Land Title Association Owner's Policy, 1970 Form B, subject only to the standard exclusions from coverage contained in such policy and the applicable Permitted LiensComcast/NBCU Purchase Price; (ek) certificates eleventh, if Estimated Combined EBITDA is less than the Target Combined EBITDA then NBCU shall issue to Comcast Navy Acquisition, LLC or such Affiliate of title for all VehiclesComcast Navy Acquisition, duly endorsed for transfer to the Buyer and keys for all Vehicles; (f) certificates of the secretaries of the Seller and the Parent, dated as of the Closing Date, certifying the resolutions of the boards of directors of the Seller and Parent approving and authorizing the execution and delivery of this Agreement and the consummation by the Seller and Parent of the transactions contemplated hereby, together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Seller and Parent; (g) non-competition agreements duly executed by Seller and Parent LLC a note in the form of Exhibit D attached hereto; F-2 with a principal amount equal to the Shortfall Amount (h) a certificate executed by the Seller and Parent indicating that all conditions to Seller's obligations have been satisfied or waived and that all representations of the Seller and Parent contained herein are true and correct at the Closing Date“Comcast Note”); (il) twelfth, the Escrow Agent shall release from escrow into the accounts of Navy Holdco 2 and the Newco Interest Holders designated in the Escrow Agreement the Comcast/NBCU Purchase Price, the Shortfall Amount, if any, and the amount of the 2008 Contributed Comcast Businesses EBITDA Adjustment, if any, in each case, pursuant to the terms of the Escrow Agreement; (m) thirteenth, the parties hereto shall, and shall cause their respective applicable Subsidiaries to, execute and deliver such deeds, bills of sale, endorsements, consents, assignments, assumptions and other good and sufficient documents or instruments as such parties and their respective counsel shall deem reasonably necessary in connection with the actions referred to in Sections 2.08(a) through (l); and (n) finally, each NBCU Transferor and Comcast Transferor that will convey a “United States real property interest” (jas defined under Section 897 of the Code) any shall deliver to Newco a certificate in accordance with Treasury Regulations Section 1.1445-2(b)(2) to the effect that the applicable transferor is not a “foreign person,” and all each of Navy Holdco 2 and the Newco Interest Holders shall deliver to Comcast Navy Acquisition, LLC a certificate in accordance with Treasury Regulations Section 1.1445-2(b)(2) to the effect that the applicable transferor is not a “foreign person.” Newco hereby directs Comcast and the other documents Comcast Transferors (including Comcast Navy Contribution, LLC) to transfer the Contributed Comcast Assets to NBCU on its behalf and instruments reasonably required NBCU to satisfy assume the obligations under Assumed Comcast Liabilities on its behalf, in each case, as described in Section 2.08(i) and subject to the transactions contemplated hereinterms and conditions of this Agreement.

Closing Actions. The (a) At the Closing, the Parties shall take the following actions (“Closing Actions”) in the order set forth below: (i) Seller shall deliver or cause to Purchaser a customary bring-down certificate, dated the Closing Date and signed by a duly authorized officer of Seller, in which Seller declares whether it has (after the date hereof) become aware of any breaches of the representations and warranties of Sellers that are given as of the date hereof and the Closing Date, and without personal liability of the persons signing/delivering such certificate (the “Bring-Down Certificate”). Purchaser acknowledges and agrees that the Bring-Down Certificate will only be delivered given to the Buyer each Knowledge of Seller. To the extent any facts, matters or circumstances are disclosed in the Bring-Down Certificate, Seller shall not be liable for any representations and warranties being untrue as a result of such disclosure of facts, matters or circumstances. This shall not affect Seller’s liability for any breaches of representations and warranties given as of the followingdate hereof; (ii) Purchaser shall deliver to Seller evidence of the issuance of Purchaser Common Shares equal to the Rumble Share Consideration (less the Holdback Rumble Share Consideration) in Direct Registration System (DRS) non-certificated book-entry form by Purchaser’s transfer agent and registered in the name of Seller, in form and substance reasonably satisfactory; (iii) Purchaser shall deliver to Seller a certificate, dated the Closing Date and duly executed by the Seller Secretary of Purchaser (where appropriate): or a comparable officer of Purchaser), in form and substance reasonably satisfactory to Seller, as to: (aA) bills the certificate of sale conveying incorporation of Purchaser, certified as of a recent date by the Secretary of State of the State of Delaware, and that there have been no amendments to the Buyer the Purchased Assets and other instruments certificate of transfer as may be reasonably required by the Buyer; (b) a special warranty deed or deeds conveying the Purchased Real Property to the Buyer; (c) originals incorporation of all of the following: (i) the Personal Property Leases; (ii) all other Purchased ContractsPurchaser since such certification; and (iiiB) any consents required for the Purchased Contracts; (d) title insurance policies for each parcel bylaws of Real Property issued by Title Insurer, dated the Closing Date, each of which such policies (i) shall be Purchaser in the full amount of the portion of the Purchase Price that the Seller and the Buyer mutually allocate to each such parcel in accordance with Section 1.3(c), and (ii) shall be in the form of American Land Title Association Owner's Policy, 1970 Form B, subject only to the standard exclusions from coverage contained in such policy and the applicable Permitted Liens; (e) certificates of title for all Vehicles, duly endorsed for transfer to the Buyer and keys for all Vehicles; (f) certificates of the secretaries of the Seller and the Parent, dated effect as of the Closing Date, certifying the resolutions of the boards of directors of the Seller and Parent approving and authorizing the execution and delivery of this Agreement and the consummation by the Seller and Parent of the transactions contemplated hereby, together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Seller and Parent; (g) non-competition agreements duly executed by Seller and Parent in the form of Exhibit D attached hereto; (h) a certificate executed by the Seller and Parent indicating that all conditions to Seller's obligations have been satisfied or waived and that all representations of the Seller and Parent contained herein are true and correct at the Closing Date; (iv) Purchaser shall pay to Seller the aggregate earnout payment pursuant to ‎Section 2.5, if any; and (v) Seller shall deliver to Purchaser a copy of the duly executed irrevocable instruction of Seller to the Seller Custodian Bank to transfer the Sold Shares to the securities account of Purchaser Custodian Bank via Clearstream. (b) The Closing Actions may only be waived by mutual written agreement of the Parties. (c) After all Closing Actions have been taken or duly waived, the Parties shall confirm in a written document that (i) the Escrow Agreement; if true, all conditions to Closing pursuant to Section 3.1 have been duly fulfilled or waived, (ii) all Closing Actions have been duly taken or waived, and (jiii) any and all other documents and instruments reasonably required to satisfy Closing has occurred (“Closing Protocol”). The execution of the obligations Closing Protocol shall not limit or prejudice the rights of a Party under the transactions contemplated hereinthis Agreement or Law.

Closing Actions. The i. Incomnet shall concurrently herewith deliver to Ciera at the Facilities all of the Assets, free and clear of all Encumbrances, pursuant to the form of bill of sale attached heret▇ ▇▇ Exhibit "A" and the form of assignment and assumption agreement attached hereto as Exhibit "B" (the "Assignment and Assumption Agreement"); ii. Incomnet shall promptly file with the Secretary of State of the State of Delaware an amendment to its certificate of incorporation, changing the name of Incomnet, and shall promptly upon receipt, provide evidence of such filing to Ciera; and iii. Incomnet shall concurrently herewith cause (A) the liens held by Gold & Appel and Seller shall deliver or cause Stockholder (▇▇▇ any other liens held by any other Person) to be delivered released, and (B) if necessary, the filing of all necessary UCC termination statements to evidence the termination of such liens. i. Ciera shall concurrently herewith assume from Incomnet all of the Assumed Liabilities pursuant to the Buyer form of Assignment and Assumption Agreement; ii. Ciera shall concurrently herewith pay to Incomnet $1,750,000.00 in immediately available funds (the "Cash Consideration"). At Incomnet's request, the Cash Consideration may be wired directly to Incomnet's senior secured creditor in satisfaction of a portion of Incomnet's senior secured debt; iii. Ciera shall concurrently herewith deliver to Incomnet a promissory note in the principal amount of $750,000 (the "Note"), which Note shall bear interest at the rate of eight percent (8%) per annum and shall be due and payable as follows: (1) monthly installments of interest only, due and payable on the same day of each of the followingfirst, duly executed by second and third months after the Seller Effective Date, (where appropriate): (a2) bills monthly installments of sale conveying to $50,000 each, due and payable on the Buyer the Purchased Assets and other instruments same day of transfer as may be reasonably required by the Buyer; (b) a special warranty deed or deeds conveying the Purchased Real Property to the Buyer; (c) originals of all each of the following: (i) fourth and fifth months after the Personal Property Leases; (ii) all other Purchased Contracts; and (iii) any consents required for the Purchased Contracts; (d) title insurance policies for each parcel of Real Property issued by Title Insurer, dated the Closing Effective Date, each of which such policies (i) shall to be in the full amount of the portion of the Purchase Price that the Seller applied first to interest and the Buyer mutually allocate remainder, if any, to each such parcel in accordance with Section 1.3(c)principal, and (ii3) shall be in the form of American Land Title Association Owner's Policy, 1970 Form B, subject only to the standard exclusions from coverage contained in such policy and the applicable Permitted Liens; (e) certificates of title for all Vehicles, duly endorsed for transfer to the Buyer and keys for all Vehicles; (f) certificates one final payment of the secretaries entire outstanding principal balance of the Seller and the Parent, dated as of the Closing Date, certifying the resolutions of the boards of directors of the Seller and Parent approving and authorizing the execution and delivery of this Agreement and the consummation by the Seller and Parent of the transactions contemplated herebyNote, together with an incumbency all accrued but unpaid interest thereon, on the date that is six months after the Effective Date. The Note shall be secured by a second lien on the Accounts Receivable, subordinated to the liens of Ciera's senior secured lender, RFC Capital Corporation; and iv. GlobalCom shall concurrently herewith issue and signature certificate regarding deliver to Incomnet 125,000 shares of common stock of GlobalCom, par value $.001 per share (the officer(s) signing on behalf "GlobalCom Stock"). Ciera and GlobalCom acknowledge and agree that Incomnet shall have the right to transfer and assign all of its rights, titles and interests in and to the Cash Consideration, the Note and the GlobalCom Stock to Seller and Parent; (g) non-competition agreements duly executed by Seller and Parent in the form of Exhibit D attached hereto; (h) a certificate executed by the Seller and Parent indicating that all conditions to Seller's obligations have been satisfied or waived and that all representations of the Seller and Parent contained herein are true and correct at the Closing Date; (i) the Escrow Agreement; and (j) any and all other documents and instruments reasonably required to satisfy the obligations under the transactions contemplated hereinStockholder.

Closing Actions. The (a) At the Closing the Purchaser shall: (i) consummate the conversion of all issued and outstanding Class B Common Stock held by the Purchaser Sponsor into Class A Common Stock in accordance with the terms of the Purchaser’s Organizational Documents; (ii) pay to the Company, by wire transfer of immediately available funds to the account(s) specified in writing by the Company delivered to the Purchaser at least two (2) Business Days prior to the Closing, an aggregate amount equal to the Company Cash Consideration; (iii) pay to the Sellers, by wire transfer of immediately available funds to the account(s) specified in writing by the Sellers delivered to the Purchaser at least two (2) Business Days prior to the Closing, an aggregate amount equal to the Seller Cash Consideration; (iv) (A) issue to the accounts designated in writing prior to Closing by the Sellers the Common Stock Consideration, free and clear of all Liens (except Liens consisting of any restrictions on transfer generally arising under the applicable securities Laws), and (B) make appropriate book entries by updating the register of members of the Purchaser (in the names designated by the Sellers in writing prior to Closing) evidencing the issuance to the Sellers of the Common Stock Consideration; provided, however, in no instance shall the Purchaser have any obligation to issue any of the Common Stock Consideration to or in the name of any Person not signatory hereto; (v) (A) deliver to the Sellers the certificate contemplated by Section 8.3(d) and (B) deliver to the Company the certificate contemplated by Section 8.4(c); and (vi) deliver a certificate from an authorized officer of the Purchaser certifying that the Purchaser has made all necessary arrangements with the Trustee to cause the Trustee to disburse all of the funds contained in the Trust Account available to the Purchaser for payment of the Cash Consideration and Transaction Costs. (b) At the Closing the Company shall: (i) deliver, or cause to be delivered delivered, to the Buyer each of Purchaser, to the followingextent that the Issued Equity Interests are certificated, certificates evidencing such Issued Equity Interests, duly endorsed in blank or accompanied by stock powers duly executed by the Seller (where appropriate): (a) bills of sale conveying to the Buyer the Purchased Assets and in blank and, in any case, other duly executed instruments of transfer as may be reasonably required to validly transfer title in and to all the Issued Equity Interests in book-entry form free and clear of all Liens (other than any restrictions arising under the Company’s Organizational Documents made available to the Purchaser or applicable securities Laws or Liens created by the BuyerPurchaser); (bii) a special warranty deed or deeds conveying the Purchased Real Property deliver to the BuyerPurchaser a copy of the shareholders register of the Company recording the issuance of the Issued Equity Interests to the Purchaser with effect as at the Closing Date; and (iii) deliver to the Purchaser the certificate contemplated by Section 8.2(c)(i); (c) originals of all of At the following: Closing the Sellers shall: (i) deliver, or cause to be delivered, to the Personal Property Leases; Purchaser, to the extent that the Transferred Equity Interests are certificated, certificates evidencing such Transferred Equity Interests, duly endorsed in blank or accompanied by stock powers duly executed in blank and, in any case, other duly executed instruments of transfer as required to validly transfer title in and to all the Transferred Equity Interests in book-entry form free and clear of all Liens (other than any restrictions arising under the Company’s Organizational Documents made available to the Purchaser or applicable securities Laws or Liens created by the Purchaser); (ii) all other Purchased Contracts; and (iii) any consents required for deliver to the Purchased Contracts; (d) title insurance policies for each parcel of Real Property issued by Title Insurer, dated the Closing Date, each of which such policies (i) shall be in the full amount Purchaser a copy of the portion shareholders register of the Purchase Price that Company recording the Seller and transfer of the Buyer mutually allocate to each such parcel in accordance with Section 1.3(c), and (ii) shall be in the form of American Land Title Association Owner's Policy, 1970 Form B, subject only Transferred Equity Interests to the standard exclusions from coverage contained in such policy and the applicable Permitted Liens; (e) certificates of title for all Vehicles, duly endorsed for transfer to the Buyer and keys for all Vehicles; (f) certificates of the secretaries of the Seller and the Parent, dated Purchaser with effect as of the Closing Date, certifying the resolutions of the boards of directors of the Seller and Parent approving and authorizing the execution and delivery of this Agreement and the consummation by the Seller and Parent of the transactions contemplated hereby, together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Seller and Parent; (g) non-competition agreements duly executed by Seller and Parent in the form of Exhibit D attached hereto; (h) a certificate executed by the Seller and Parent indicating that all conditions to Seller's obligations have been satisfied or waived and that all representations of the Seller and Parent contained herein are true and correct at the Closing Date;; and (iiii) deliver to the Escrow Agreement; and (j) any and all other documents and instruments reasonably required to satisfy Purchaser the obligations under the transactions certificate contemplated hereinby Section 8.2(c)(ii).

Closing Actions. The Seller At the Closing, (a) Parent shall deliver pay or cause to be paid: (i) to each holder of a Share converted into the right to receive the Common Stock Merger Consideration pursuant to Section 2.4(a) in accordance with the Distribution Schedule delivered pursuant to Section 3.2(b)(ii), by wire transfer of immediately available funds to such bank account(s) designated in writing by such Stockholder in its Letter of Transmittal, such Stockholder’s Common Stock Merger Consideration (less the applicable portion of the Stockholders’ Representative Expense Amount and the Escrow Amount) payable at the Closing in respect of such Stockholder’s Shares (other than such Stockholder’s Dissenting Shares) in the amount set forth in such Distribution Schedule (based on the Estimated Purchase Price set forth in the Estimated Closing Statement); provided that, in each case, such Stockholder submits a letter of transmittal to the Buyer Company in the form attached hereto as Exhibit E (a letter of transmittal in such form, a “Letter of Transmittal”), together with Stock Certificate(s) required by this Agreement (which Stock Certificate(s) shall be deemed delivered with respect to any Stock Certificate held or otherwise recorded in any digital stockholder management system) at least three (3) Business Days prior to the Closing Date; provided further, that a Stockholder may submit its Letter of Transmittal to the Surviving Corporation following the Closing Date and Parent shall make (or cause to be made) the payment described in this Section 3.3(a)(i) as promptly as practicable thereafter (and in no event later than five (5) Business Days after receipt thereof); (ii) to the Company, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Company no less than two (2) Business Days prior to the Closing, for the benefit of the Eligible Option Holders, the aggregate Option Merger Consideration (less the applicable portion of the Stockholders’ Representative Expense Amount and the Escrow Amount attributable to the Option Merger Consideration, in each case, as set forth in the Distribution Schedule) payable at the Closing to all Eligible Option Holders in the amount set forth in the Distribution Schedule (based on the Estimated Purchase Price set forth in the Estimated Closing Statement). The Company shall pay or cause to be paid to each Eligible Option Holder no later than the Company’s next scheduled date of payroll following the Closing the Option Merger Consideration to which such holder is entitled pursuant to Section 2.6 and in accordance with the Distribution Schedule with respect thereto, such payments to be made net of any applicable withholding Tax; provided, that, in each case, such Eligible Option Holder executes and delivers an Option Cancellation and Release Agreement to the Company prior to the Closing Date; provided, further, that an Eligible Option Holder may execute and deliver an Option Cancellation and Release Agreement to the Surviving Corporation within five (5) days following the Closing Date, and the Company shall make (or cause to be made) the payment described in this Section 3.3(a)(ii) as promptly as practicable thereafter (and in no event later than the Company’s next scheduled payroll date following the receipt of such agreement by the Eligible Option Holder). (iii) to the Escrow Agent, by wire transfer of immediately available funds to such bank account designated in writing by the Escrow Agent, for deposit in an escrow account (the “Escrow Account”), the Escrow Amount, to be held in the Escrow Account and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement and this Agreement; (iv) to the Stockholders’ Representative, by wire transfer of immediately available funds to a bank account(s) designated in writing by the Stockholders’ Representative prior to the Closing (such account, the “Stockholders’ Representative Expense Account”), the Stockholders’ Representative Expense Amount to be used as a fund to pay costs, fees and expenses incurred by the Stockholders’ Representative in its capacity as such on or after the Closing Date and which shall be paid or distributed at the direction of the Stockholders’ Representative in accordance with Section 3.4(h); (v) (A) the Indebtedness Payoff Amount, on behalf of the Company to the lenders thereof in accordance with the Payoff Letters for the Specified Funded Indebtedness, and (B) the portion of the Contingent Payment Amount, if any, as indicated in the Estimated Closing Statement, which is owing based on the Common Stock Merger Consideration paid at the Closing, and the Option Merger Consideration paid at the Closing, as indicated on the Estimated Closing Statement to the bank account(s) designated in writing by the Company prior to the Closing on behalf of the Persons entitled to receive such portion of the Contingent Payment; and (vi) the applicable portion of the Estimated Transaction Expenses (other than the ▇▇▇▇▇▇▇▇ Set Aside Amount), by wire transfer of immediately available funds, to each of the followingpayees thereof (on behalf of the Company) in accordance with the Payoff Letters or Invoices delivered by the Company (and the wiring instructions set forth therein) no less than three (3) Business Days prior to the Closing; provided, however, that to the extent that any unpaid Estimated Transaction Expenses are compensatory, then Parent shall pay or cause to be paid such amounts to the Company or the appropriate Company Subsidiary, as specified by the Company in writing no later than two (2) Business Days prior to the Closing Date, for further distribution through the appropriate payroll system, subject to applicable payroll and withholding taxes, to the designated service provider recipients, and (B) no amount in respect of the ▇▇▇▇▇▇▇▇ Bonus Letter shall be paid at the Closing to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and the ▇▇▇▇▇▇▇▇ Set Aside Amount shall be paid and distributed in accordance with Section 3.5. (b) Parent, the Stockholders’ Representative and the Escrow Agent shall execute and deliver the Escrow Agreement. (c) The Stockholders’ Representative shall deliver to Parent each Option Cancellation and Release Agreement that has been duly executed by the Company and each Option Holder prior to the Closing. (d) The Company shall deliver to Parent the Payoff Letters in respect of the Indebtedness Payoff Amount, duly executed by the Seller (where appropriate): (a) bills holders of sale conveying to the Buyer the Purchased Assets and other instruments of transfer as may be reasonably required by the Buyer; (b) a special warranty deed or deeds conveying the Purchased Real Property to the Buyer; (c) originals of all of the following: (i) the Personal Property Leases; (ii) all other Purchased Contracts; and (iii) any consents required for the Purchased Contracts; (d) title insurance policies for each parcel of Real Property issued by Title Insurer, dated the Closing Date, each of which such policies (i) shall be in the full amount of the portion of the Purchase Price that the Seller and the Buyer mutually allocate to each such parcel in accordance with Section 1.3(c), and (ii) shall be in the form of American Land Title Association Owner's Policy, 1970 Form B, subject only to the standard exclusions from coverage contained in such policy and the applicable Permitted Liens; (e) certificates of title for all Vehicles, duly endorsed for transfer to the Buyer and keys for all Vehicles; (f) certificates of the secretaries of the Seller and the Parent, dated as of the Closing Date, certifying the resolutions of the boards of directors of the Seller and Parent approving and authorizing the execution and delivery of this Agreement and the consummation by the Seller and Parent of the transactions contemplated hereby, together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Seller and Parent; (g) non-competition agreements duly executed by Seller and Parent in the form of Exhibit D attached hereto; (h) a certificate executed by the Seller and Parent indicating that all conditions to Seller's obligations have been satisfied or waived and that all representations of the Seller and Parent contained herein are true and correct at the Closing Date; (i) the Escrow Agreement; and (j) any and all other documents and instruments reasonably required to satisfy the obligations under the transactions contemplated hereinSpecified Funded Indebtedness.

Closing Actions. The Seller At the Closing: (a) first, Navy Holdco 1 shall, and GE shall cause Navy Holdco 1 to, contribute to Navy Holdco 2 all of the outstanding NBCU Shares, free and clear of all Liens; (b) second, NBCU shall, and GE shall cause NBCU to, complete the NBCU Conversion in accordance with Section 2.07; (c) third, Navy Holdco 2 shall, and GE shall cause Navy Holdco 2 to, contribute to Newco all of the outstanding NBCU Shares, free and clear of all Liens; (d) fourth, GE shall, and shall cause the other NBCU Transferors to, transfer, directly or indirectly, the Contributed NBCU Assets to NBCU; NBCU shall assume the Assumed NBCU Liabilities and GE shall, or shall cause a Subsidiary of GE (other than a NBCU Entity) to, assume all Excluded NBCU Liabilities that are Liabilities of a NBCU Entity and NBCU shall pay to GE the fair value of the capital stock of the Subidiary of GE identified on Section 2.08(d) of the NBCU Disclosure Letter (it being understood that all of such capital stock shall be included in the Contributed NBCU Assets); (e) fifth, Comcast shall, and shall cause the other Comcast Transferors to, contribute or transfer, as applicable, the Contributed Comcast Assets to Newco or, at the direction of Newco, NBCU and, in consideration therefor, Newco shall issue to Comcast, free and clear of all Liens, Newco Membership Interests representing 25.75% of the outstanding Newco Membership Interests (determined after giving effect to such issuance) and, to the extent Contributed Comcast Equity Interests are certificated, Comcast shall deliver or cause to be delivered to the Buyer each of the followingNewco or NBCU, as applicable, certificates evidencing such Contributed Comcast Equity Interests, duly endorsed in blank or accompanied by powers duly executed by the Seller (where appropriate): (a) bills of sale conveying to the Buyer the Purchased Assets and in blank or other duly executed instruments of transfer as may be reasonably required by the Buyer; (b) a special warranty deed or deeds conveying the Purchased Real Property in order to validly transfer title in and to the Buyer; (c) originals Contributed Comcast Equity Interests, and to the extent such Contributed Comcast Equity Interests are not certificated, Comcast shall deliver or cause to be delivered to Newco or NBCU, as applicable, other customary evidence of all of the following: (i) the Personal Property Leases; (ii) all other Purchased Contractsownership; and Newco or NBCU, as applicable, shall assume the Assumed Comcast Liabilities and Comcast shall, or shall cause a Subsidiary of Comcast (iii) any consents required for the Purchased Contracts; (d) title insurance policies for each parcel of Real Property issued by Title Insurer, dated the Closing Date, each of which such policies (i) shall be in the full amount of the portion of the Purchase Price that the Seller and the Buyer mutually allocate to each such parcel in accordance with Section 1.3(cother than a Contributed Comcast Subsidiary), and (ii) shall be in the form to assume all Excluded Comcast Liabilities that are Liabilities of American Land Title Association Owner's Policy, 1970 Form B, subject only to the standard exclusions from coverage contained in such policy and the applicable Permitted Liens; (e) certificates of title for all Vehicles, duly endorsed for transfer to the Buyer and keys for all Vehiclesa Contributed Comcast Subsidiary; (f) certificates sixth, Navy Holdco 2 shall, and GE shall cause Navy Holdco 2 to, deliver to Comcast, free and clear of all Liens, 25.25% of the secretaries outstanding Newco Membership Interests in consideration of the Seller and the Parent, dated as payment by Comcast to NBCU of the Closing Date, certifying the resolutions of the boards of directors of the Seller and Parent approving and authorizing the execution and delivery of this Agreement and the consummation by the Seller and Parent of the transactions contemplated hereby, together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Seller and ParentComcast/NBCU Purchase Price; (g) non-competition agreements duly executed seventh, (i) Comcast shall pay the Comcast/NBCU Purchase Price (calculated for this purpose based on the estimated amounts provided pursuant to Section 2.06(b)) to Navy Holdco 2, by Seller wire transfer of immediately available funds, into an account designated by Navy Holdco 2, (ii) if Estimated Combined EBITDA is less than the Target Combined EBITDA, then (A) Comcast shall, or shall cause an Affiliate to, contribute to NBCU by wire transfer of immediately available funds, 3.5 times the lesser of (x) the amount of the shortfall, if such shortfall exists, of Estimated Comcast EBITDA as compared to Target Comcast EBITDA, or (y) the amount of the shortfall of Estimated Combined EBITDA as compared to Target Combined EBITDA and Parent (B) NBCU shall issue to Comcast or such Affiliate of Comcast a note in the form of Exhibit D attached hereto; F-2 with a principal amount equal to the amount that Comcast contributes or causes to be contributed pursuant to clause (A) (the “Comcast Note”) and (iii) Comcast shall, or shall cause an Affiliate to, contribute to NBCU by wire transfer of immediately available funds, the amount of the 2008 Contributed Comcast Businesses EBITDA Adjustment, if any; (h) eighth, Navy Holdco 2 shall deliver to Comcast a certificate executed by receipt for the Seller and Parent indicating that all conditions to Seller's obligations have been satisfied or waived and that all representations of the Seller and Parent contained herein are true and correct at the Closing DateComcast/NBCU Purchase Price; (i) ninth, the Escrow Agreement; parties hereto shall, and shall cause their respective applicable Subsidiaries to, deliver duly executed counterparts to the other Transaction Agreements referenced in Section 6.12; (j) any tenth, the parties hereto shall, and all shall cause their respective applicable Subsidiaries to, execute and deliver such deeds, bills of sale, endorsements, consents, assignments, assumptions and other good and sufficient documents or instruments as such parties and instruments their respective counsel shall deem reasonably required necessary in connection with the actions referred to satisfy in Sections 2.08(a) through (i); and (k) finally, each NBCU Transferor and Comcast Transferor that will convey a “United States real property interest” (as defined under Section 897 of the obligations under Code) shall deliver to Newco a certificate in accordance with Treasury Regulations Section 1.1445-2(b)(2) to the transactions contemplated hereineffect that the applicable transferor is not a “foreign person”. Newco hereby directs Comcast to transfer the Contributed Comcast Assets to NBCU on its behalf and NBCU to assume the Assumed Comcast Liabilities on its behalf, in each case, as described in Section 2.08(e) and subject to the terms and conditions of this Agreement.

Closing Actions. The Seller shall deliver or cause to be delivered to At the Buyer each of the following, duly executed by the Seller (where appropriate):Closing, (a) bills of sale conveying the Purchaser is delivering the Purchase Price to the Buyer the Purchased Assets and other instruments of Seller by wire transfer as may be reasonably required to such account previously specified by the BuyerSeller; (b) a special warranty deed or deeds conveying the Purchased Real Property Seller is delivering the Convertible Note to the BuyerPurchaser; (c) originals of all of the following: Seller and Cablevision are delivering to each other an amended and restated License (i) the Personal Property Leases; (ii) all other Purchased Contracts; "Amended and (iii) any consents required for the Purchased ContractsRestated License"); (d) title insurance policies for each parcel of Real Property issued by Title Insurer, dated the Closing Date, each of which such policies (i) shall be in the full amount of the portion of the Purchase Price that the Seller and the Buyer mutually allocate Cablevision are delivering to each such parcel in accordance with Section 1.3(cother an amended and restated Joint Collaboration and License Agreement (the "Amended and Restated Joint Collaboration and License Agreement"), and (ii) shall be in the form of American Land Title Association Owner's Policy, 1970 Form B, subject only to the standard exclusions from coverage contained in such policy and the applicable Permitted Liens; (e) certificates of title for all Vehicles, duly endorsed for transfer the Seller and Cablevision are delivering to each other the Buyer and keys for all VehiclesiPoint technology license agreement (the "iPoint License Agreement"); (f) certificates of the secretaries of Seller, Cablevision and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as escrow agent are delivering to each other a proprietary information escrow agreement (the "Escrow Agreement") and the Seller and is making the Parent, dated as of the Closing Date, certifying the resolutions of the boards of directors of the Seller and Parent approving and authorizing the execution and delivery of this Agreement and the consummation by the Seller and Parent of the transactions contemplated hereby, together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Seller and Parentdeliveries required thereunder; (g) non-competition agreements duly executed by the Seller and Parent in Cablevision are delivering to each other an option agreement regarding certain of the form of Exhibit D attached hereto; Seller's technology (the "Option Agreement"); (h) a certificate the Seller is delivering to the Purchaser, all certificates or instruments representing or evidencing certain of those assets described on Schedule A hereto required to be delivered to Purchaser for Purchaser to perfect its security interest therein, in suitable form for transfer, or accompanied by duly executed membership unit powers or other appropriate instruments for transfer or assignment in blank. In the event that Seller, during the term of this Agreement, receives any additional certificates or instruments representing such assets, the Seller shall immediately deliver the same to Purchaser to be held by the Seller and Parent indicating that all conditions to Seller's obligations have been satisfied or waived and that all representations Purchaser hereunder as part of the Seller and Parent contained herein are true and correct at Collateral securing the Closing DateSecured Obligations; (i) Presencia en Medios, S. A., Publicidad Virtual, S.A. de C.V. and the Escrow Agreement; and (j) any and all Seller are delivering to each other documents and instruments reasonably required an amendment to satisfy the obligations under the transactions contemplated herein.Consultant Services Agreement among then dated September 20, 2001;

Closing Actions. The Seller Company and Diblo shall deliver or cause to be delivered consummate the Merger (together with, if applicable, the DIFA Merger) pursuant to the Buyer each Merger Resolutions by taking the actions described in clauses (a) through (c) below, it being understood and agreed that, with respect to clause (a) below, such actions shall be taken simultaneously and together with such actions in respect of the followingDIFA Merger and, duly executed by with respect to clauses (b) and (c) below, if the Seller (where appropriate):Merger shall occur simultaneously with the DIFA Merger as provided herein, such actions shall be taken simultaneously and together with such actions in respect of the DIFA Merger. (a) bills On the Shareholders’ Meetings Date, the Company and Diblo will execute and deliver a Merger Agreement substantially in the form of sale conveying Section 2.04(a) of the Company Disclosure Schedule (the “Merger Agreement”), which will provide that (1) the Merger will be effective upon registration with the Public Registry of Commerce (Registro Público de Comercio) of the Federal District of Mexico (the “RPC”) as provided for in Article 225 of the General Commercial Companies Act (Ley General de Sociedades Mercantiles), for which purpose the Company, as Surviving Corporation, will expressly covenant to pay, on demand, all outstanding obligations owing to then-existing creditors of the Company and Diblo that did not consent to the Buyer Merger, (2) from and after the Purchased Assets Effective Time, the Surviving Corporation shall possess all rights, privileges, powers and franchises of the Company and Diblo, and all of the claims, obligations, liabilities, debts and duties of the Company and Diblo shall become the claims, obligations, liabilities, debts and duties of the Surviving Corporation, and (3) the Merger shall be carried out pursuant to the other instruments of transfer as may be reasonably required by the Buyer;terms and conditions set forth in this Agreement. (b) a special warranty deed or deeds conveying As soon as reasonably practicable after the Purchased Real Property Effective Time, Diblo shall register in its corporate books the cancellation of the Diblo shares owned by the Company and ABI and its Subsidiaries and generally make all annotations and entries into the corporate books of Diblo as necessary to evidence the termination of Diblo’s legal existence by virtue of the Merger. The Company will cancel all share certificates of the Company outstanding immediately prior to the Buyer;Effective Time and re-issue and deliver new certificates to the shareholders of the Company and Indeval reflecting the Company’s capital structure after giving effect to the Merger Resolutions (including the Merger and, if applicable, the DIFA Merger) and the Share Restructuring and generally take any action that is necessary or that the parties agree is convenient to consummate and formalize the items approved in the Merger Resolutions. (c) originals of all As soon as reasonably practicable after the Effective Time, the Company shall issue and deliver to ABI a certificate or certificates representing the Merger Consideration, effective upon the cancellation of the following: (i) the Personal Property Leases; (ii) all other Purchased Contracts; Diblo Shares owned by ABI and (iii) any consents required for the Purchased Contracts; (d) title insurance policies for each parcel of Real Property issued by Title Insurer, dated the Closing Date, each of which such policies (i) shall be in the full amount of the portion of the Purchase Price that the Seller and the Buyer mutually allocate to each such parcel in accordance with Section 1.3(c), and (ii) shall be in the form of American Land Title Association Owner's Policy, 1970 Form B, subject only to the standard exclusions from coverage contained in such policy and the applicable Permitted Liens; (e) certificates of title for all Vehicles, duly endorsed for transfer to the Buyer and keys for all Vehicles; (f) certificates of the secretaries of the Seller and the Parent, dated as of the Closing Date, certifying the resolutions of the boards of directors of the Seller and Parent approving and authorizing the execution and delivery of this Agreement and the consummation by the Seller and Parent of the transactions contemplated hereby, together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Seller and Parent; (g) non-competition agreements duly executed by Seller and Parent in the form of Exhibit D attached hereto; (h) a certificate executed by the Seller and Parent indicating that all conditions to Seller's obligations have been satisfied or waived and that all representations of the Seller and Parent contained herein are true and correct at the Closing Date; (i) the Escrow Agreement; and (j) any and all other documents and instruments reasonably required to satisfy the obligations under the transactions contemplated hereinits Subsidiaries.