Circuit City 2007 Annual Report Download - page 87

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instruments in such form as may be necessary or appropriate to effect a conveyance of the applicable Purchased Real Estate Assets and an
assumption of the applicable Assumed Real Estate Liabilities in the jurisdictions in which such transfers and assumptions are to be made. Such
transfer and assumption agreements shall be jointly prepared by the Seller and the Real Estate Buyer and shall include (to the extent applicable):
(i) a Bill of Sale, (ii) an Assignment and Assumption Agreement, (iii) lease assignments with respect to any Acquired Lease in form and
substance reasonably acceptable to Real Estate Buyer and Seller (the “ Lease Assignments ”) or such other appropriate document or instrument
of transfer, as the case may require, each in form and substance reasonably satisfactory to the Real Estate Buyer and the Seller, and (iv) such
other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be
required to effect the purchase and assignment of the applicable Purchased Real Estate Assets and the assumption of the applicable Assumed
Real Estate Liabilities in form and substance reasonable satisfactory to the Real Estate Buyer and the Seller (collectively, clauses (i) through (iv),
the “ Real Estate Transfer Instruments ”).
2.8
Further Assurances; Shared Assets .
(a)
The Parties from time to time after the Internet Closing and any Real Estate Closing and without further consideration
shall execute and deliver further instruments of transfer and assignment and take such other action as a Party may reasonably request to more
effectively transfer and assign to, and vest in, the Internet Buyers the Purchased Internet Assets (excluding the Purchased Internet Assets
described on Exhibit 1.1 hereof) and the Assumed Internet Liabilities and the Real Estate Buyer the Purchased Real Estate Assets and the
Assumed Real Estate Liabilities, as the case may be.
(b)
On or after a Real Estate Closing Date with respect to an Acquired Premises, and at the request of the Real Estate Buyer,
the Seller shall use commercially reasonable efforts to facilitate the transfer from a lessor of equipment to the Real Estate Buyer of leased
equipment at such Acquired Premises subject, in each case, to the assignability of the lease with respect to such equipment, the Real Estate
Buyer’s assuming liabilities under any such lease, and the Real Estate Buyer paying any expenses related to the transfer of the leased equipment
and the lease.
(c)
The Seller shall, or shall cause its Affiliates to use commercially reasonable efforts to obtain each landlord’s consent to
the assignment to the Real Estate Buyer of the Acquired Leases, but shall not be required to commence judicial proceedings for a declaration that
a required consent has been unreasonably withheld or delayed. The Seller shall not, and shall not permit any of its Affiliates to, (i) take any
action to solicit, initiate, encourage or assist the submission of any proposal, negotiation or offer from any person or entity other than the Real
Estate Buyer to the sale of the Purchased Real Estate Assets or the assignment of the Acquired Leases or (ii) respond to any inquiry or enter into
any discussions, negotiations or execute any agreement related to the foregoing (it being understood, for the avoidance of doubt, that the Seller’s
obligations under this Section 2.8(c) shall terminate with respect to any Purchased Real Estate Assets and/or Acquired Lease, the sale of which is
terminated pursuant to Section 10.17 hereof).
(d)
The Internet Buyers and the Seller agree to use commercially reasonable efforts to complete the Internet Transfer
Instruments following the Internet Closing, including
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