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after the Upset Date, the Upset Date shall be extended until one business day after the date of the Closing as postponed pursuent to this Section 8.1(a)(4). (b) Closi�ac , The Closing shall be held at the offices of hell & Marcella, LLP, 1800 Avenue of the Stars, Suite 900, Los Angeles, California, or any other place or time az FHGLP and Buyer shall mutually agree. 8.2 Deliveries_, Sellers shall deliver or cause to be delivered to Buyer the following; (a) purchased L tete is d C hib ted i M assignment agreement providing for the assignment of the Purchased Interests and Contributed Interest (if applicable) by Sellers to Buyer, in a form reasonably satisfactory to Buyer. An assignment agreement providing for the assignment of all ofFHGLP's rights and interest in the NYNEX Litigation. (b) —CenJf'cate Of Falcon. A certificate executed by a duly authorized representative on behalf of Falcon, dated as of the Closing Date, certifying that the closing conditions specified in Sections 7.1(a) and (b) have been satisfied az to Falcon, except m disclosed in said certificate. (e) Certificates a Of Sellers. A certificate executed by each Seller dated as of the Closing Date, certifying that the closing conditions specified in Sections 7.1(a) and (b) have been satisfied as to such Seller, except as disclosed in such certificate. (d) Secretaries' Certificate. A certificate executed by a duly authorized representative on behalf ofFalcon, dated as of the Closing Date, providing, as attachments thereto, m the extent available, certificates of Good Standing for each of the Falcon Companies certified by an appropriate state official of the State of their organization, all certified by such state officials as of date not more than fifteen days before the Closing Date. (e) Consents. Copies of Consents which have been obtained by Falcon or my Of me Faleon Companies prior to the Closing. (') �' °^--n� An opinion of Dow, Lohnes & Albertson, PLLC, counsel to Sellers (other than TCn, dated as of the Closing Date, substantially in the form of Exhibit hereto; an opinion of Fleischman and Walsh, L.L.P., counsel to Falcou, dated as of the Closing Data, substantially in the form of Exhibit G-2 hereto; and an opinion ofShuman &Howard L.L.C„ counsel to TCI, dated as of the Closing Date, substantially in the tomo of Er hibit -3 (S) MiRS11110 BRiew Amemeat.The Adjustment Escrow Agreement, duly executed by Sellers and the Adjustment Fact— Agent, if required pursuant to Section 2.5(b). (h) 03. B; as of the Closing Date, there are outstanding any options, wanmty or other similar claims or securides in respect of the Equity Interests of the Falcon Companies (collectively, "Options"), other than Options held by my Falcon Company, releases, in rxztnrrv+axacunw 61