The Closing shall take place at the offices of the Purchaser's legal counsel on the Closing Date or upon such earlier or later time and date and such place as may be agreed upon among the Parties.

Within 90 days after the Closing Date, Sinclair will prepare and deliver to Emmis a written statement (the “Preliminary Closing Statement”) setting forth Sinclair’s good-faith determination of # the amount of Net Working Capital, # the Final Consideration, and # the Excess Amount or the Shortfall Amount, as applicable, which statement will include materials that show, in reasonable detail, Sinclair’s support and computations for the amounts included in the Preliminary Closing Statement. The Preliminary Closing Statement will be binding upon the Parties and such Preliminary Closing Statement will be the “Final Closing Statement,” unless Emmis gives written notice of its disagreement to Sinclair in accordance with [Section 8.6(b)].

iii.
Estimated Closing Statement; Closing Payments

Section # Estimated Closing Net Working Capital Statements; Pre-Closing Management Fees and Closing Statement.

Shareholders shall deliver to ​, in form and substance reasonably satisfactory to ​, paperwork evidencing the AUFP Equity, together with stock powers duly for such paperwork to allow such paperwork to be registered in the name of Hainan ​;

Closing Certificate and Closing Liquidity. [[Organization B:Organization]] shall have received a closing certificate signed by the Chief Financial Officer of each Loan Party dated as of the date hereof, stating that # all representations and warranties set forth in this Agreement and the Other Documents are true and correct in all material respects on and as of such date, # each Loan Party is on such date in compliance in all material respects with all the terms and provisions set forth in this Agreement and the Other Documents, # on such date no Default or Event of Default has occurred or is continuing, and # [[Organization A:Organization]] have Liquidity on the Closing Date (after giving effect to the payment of all fees, expenses to be paid on the Closing Date, all Advances made on the Closing Date, and all trade payables aged sixty (60) days or older) of at least $20,000,000, which statement shall be accompanied by a Borrowing Base Certificate demonstrating such calculation;

Closing Documents. On or prior to fourteen (14) calendar days after the Closing Date, the Company agrees to deliver, or cause to be delivered, to each Buyer and [[Organization B:Organization]], LLP a complete closing set of the executed Transaction Documents, Securities and any other document required to be delivered to any party pursuant to Section ‎7 hereof or otherwise.

The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

Closing Documents. Seller shall have duly executed and delivered, or caused to be executed and delivered, to Buyer the Seller’s Closing Documents.

The Closing The closing of the purchase and sale of the Assets and the assumption of the Assumed Contracts shall occur on or before September 28, 2018 (the “Closing”) at such time and place as the Parties mutually agree At the Closing, the following shall occur: