of operation of the Assets to Buyer or its Affiliate Designees, as applicable, duly executed by Sellers.
8.3 Buyer Deliverables. At the Closing, Buyer will deliver the following documents and deliverables to Sellers or cause the following actions to occur:
(a) payment of the Adjusted Purchase Price, less the Deposit, to the account designated in the Preliminary Settlement Statement by Sellers, by wire transfer of same day funds (and cause the Escrow Agent to deliver the Deposit to Sellers by wire transfer of same day funds);
(b) an acknowledgment, duly executed by Buyer, of the Preliminary Settlement Statement;
(c) counterparts, duly executed by Buyer or its Affiliate Designees, as applicable, of the Assignment, in sufficient number to facilitate recording in the applicable counties and offices;
(d) if applicable, a counterpart, duly executed by Buyer and the Affiliate Designees, of the Transition Services Agreement; and
(e) counterparts, duly executed by Buyer or its Affiliate Designees, as applicable, of each other Transaction Document that is required by the terms of this Agreement to be executed and/or delivered by Buyer at the Closing.
9.2 Court Approval. The Parties acknowledge and agree that the transactions contemplated herein between Sellers and Buyer with respect to the Assets are subject to the Bankruptcy Court entering the Sale Order in form and substance acceptable in all respects to the Parties.
9.3 Certain Bankruptcy Undertakings. Sellers (subject to Section 9.3(a) below, the Bankruptcy Code, any Bankruptcy Court Orders and any other restrictions on Sellers by virtue of it being a debtor in bankruptcy) and Buyer each agree to use commercially reasonable efforts to do such further acts and things and to execute and deliver such additional agreements and instruments as may reasonably be required to consummate, evidence, confirm, or obtain, subject to Buyers offer being the highest or otherwise best offer as determined in accordance with the Bid Procedures Order at the conclusion of the Sale Process, approval by the Bankruptcy Court of the Sale Order, the sale of the Assets, the assumption and/or assignment of the Assigned Contracts, or any other agreement contemplated hereby and the consummation of the transactions contemplated hereby. In furtherance of the foregoing, the Parties hereby agree as follows: