Common use of ACTIONS TO BE TAKEN AT CLOSING Clause in Contracts

ACTIONS TO BE TAKEN AT CLOSING. (a) At the Closing, Sellers shall deliver or cause to be delivered to Purchaser the following: (i) a Xxxx of Sale from each Seller in the form attached as Exhibit ------- C; - (ii) subject to Section 1.8, instruments of assignment of each of the Assigned Contracts in the form set forth in Exhibit D, --------- with such changes to such form approved by Purchaser, in its sole discretion (the "Contract Assignments"), pursuant to which Purchaser will assume all obligations under each such Assigned Contract accruing after the Closing Date; (iii) an agreement satisfactory to Purchaser and Sellers with respect to DE's Suite at the Palace of Auburn Hills as described in Section 5.15; (iv) copies of UCC-1 financing statement searches conducted by a reputable firm or company as of a date within three (3) days prior to the Closing Date showing no financing statements, liens or encumbrances on the Subject Assets except for Temporary Encumbrances (as defined in Section 2.11), and original, executed UCC termination statements in a form acceptable to Purchaser and acceptable for filing for any Temporary Encumbrances statements not yet terminated; (v) an opinion of counsel to Sellers and Founder covering the matters set forth on Exhibit E in form reasonably satisfactory --------- to Purchaser; (vi) compliance certificates of each Seller and Founder, as described in Section 9.3, dated the Closing Date, as to the fulfillment of the conditions set forth in Sections 9.1 and 9.2; (vii) written consents of all third parties required by any and all agreements or documents to which any Seller, is a party and by which the Subject Assets are bound in order to consummate the transactions contemplated hereby; (viii) certifications of all partners of SSDC duly and legally authorizing execution and performance of this Agreement. (ix) certified resolutions of the Board of Directors of GP and DMC and certified votes of the stockholders of GP and DMC duly and legally authorizing the execution and performance of this Agreement; (x) subject to Section 9.19, releases of employees as described in Section 5.6; (xi) subject to Section 9.19, acknowledgments of CORE's policies from each Continuing Employee as described in Section 5.6; (xii) subject to Section 9.19, Non-Competition Agreements as described in Section 9.13; (xiii) all such other documents, assignments and other instruments as, in the opinion of Purchaser's counsel, are necessary to vest in Purchaser title to the Subject Assets to be transferred to it pursuant to this Agreement; and (xiv) all other documents, endorsements, assignments, instruments, writings and other items required to be delivered by Sellers and Founder at or prior to the Closing pursuant to this Agreement or otherwise required or reasonably requested in connection herewith. (b) At the Closing, Purchaser will deliver or cause to be delivered to Seller, the following: (i) The Cash Purchase Price in cash, or certified check; (ii) an opinion of counsel to Purchaser and CORE covering the matters set forth on Exhibit F in form reasonably satisfactory --------- to Seller,; (iii) a compliance certificate of the Purchaser and CORE as described in Section 8.3, dated the Closing Date, as to the fulfillment of the conditions set forth in Sections 8.1 and 8.2; (iv) certified resolutions of the Board of Directors of Purchaser and CORE duly and legally authorizing the execution and performance of this Agreement and ancillary agreements; and (v) CORE's guaranty of Purchaser's obligations under this Agreement and the ancillary agreements; and (vi) all other documents, endorsements, assignments, instruments, writings and other items required to be delivered by Purchaser or CORE at or prior to the Closing pursuant to this Agreement or otherwise required or reasonably requested in connection herewith. (c) CORE, Purchaser, Founder and Sellers shall execute, and deliver the following to each other (i) an Employment Agreement between Purchaser and Founder in the form attached as Exhibit G (the "Dolenga Employment --------- Agreement"). All instruments, agreements, certificates and other documents delivered at Closing or otherwise delivered pursuant to this Agreement other than this Agreement shall be referred to as the "Ancillary Documents".

ACTIONS TO BE TAKEN AT CLOSING. At Closing, the following shall occur: (a) At the Closing, Sellers Seller shall execute and deliver or cause to be delivered to Purchaser the following: Buyer (i) a Xxxx of Sale from each Seller master assignment in the form attached as Exhibit ------- C; - of Schedule 4.02(a)(i) conveying and delivering title to all of the Leases and other Assets owned by Seller and (ii) subject assignments of record title and/or operating rights to Section 1.8, instruments of assignment of each of the Assigned Contracts Leases in the form set of Schedule 4.02(a)(ii) for each Lease owned by Seller; (b) Seller shall execute and deliver to Buyer and Buyer shall execute and deliver to Seller an affidavit, signed under penalties of perjury, that (i) states that Seller or Buyer, as the case may be, is not a “foreign person” within the meaning of Section 1445 of the Code and (ii) sets forth in Exhibit DSeller’s or Buyer’s name, --------- with such changes to such form approved by Purchaser, in its sole discretion taxpayer identification number and office address; (c) At or before the "Contract Assignments")Closing, pursuant to which Purchaser will assume all obligations under each such Assigned Contract accruing after Section 4.03, Buyer shall pay to Seller the Closing DatePurchase Price in accordance with Section 3.01; (iiid) an agreement satisfactory Seller shall execute and deliver to Purchaser and Sellers with respect Buyer letters in lieu of transfer orders (or similar documentation), in form reasonably acceptable to DE's Suite at the Palace of Auburn Hills as described in Section 5.15Parties; (ive) copies Buyer shall deliver to Seller and Seller shall deliver to Buyer an officer’s (or authorized person’s) certificate on behalf of UCC-1 financing statement searches conducted by a reputable firm or company as of a date within three (3) days prior such Party to the Closing Date showing no financing statements, liens or encumbrances on the Subject Assets except for Temporary Encumbrances (as defined in Section 2.11), and original, executed UCC termination statements in a form acceptable to Purchaser and acceptable for filing for any Temporary Encumbrances statements not yet terminated; (v) an opinion of counsel to Sellers and Founder covering the matters set forth on Exhibit E in form reasonably satisfactory --------- to Purchaser; (vi) compliance certificates of each Seller and Founder, as described in Section 9.3, dated the Closing Date, as to the fulfillment of effect that the conditions set forth in Sections 9.1 8.01(a) and 9.2;(b), in the case of Buyer, and Sections 8.02(a) and (b), in the case of Seller, have been satisfied in all respects; and (viif) written consents of all third parties required by any Seller and all agreements Buyer shall execute and deliver such other instruments and documents and take such other actions as may be reasonably necessary or documents desirable to which any Seller, is a party evidence and by which the Subject Assets are bound in order to consummate effectuate the transactions contemplated hereby; (viii) certifications of all partners of SSDC duly and legally authorizing execution and performance of by this Agreement. (ixg) certified resolutions of the Board of Directors of GP and DMC and certified votes of the stockholders of GP and DMC duly and legally authorizing the execution and performance of this Agreement; (x) subject to Section 9.19, releases of employees as described in Section 5.6; (xi) subject to Section 9.19, acknowledgments of CORE's policies from each Continuing Employee as described in Section 5.6; (xii) subject to Section 9.19, Non-Competition Agreements as described in Section 9.13; (xiii) all such other documents, assignments and other instruments as, in the opinion of Purchaser's counsel, are necessary to vest in Purchaser title to the Subject Assets to be transferred to it pursuant to this Agreement; and (xiv) all other documents, endorsements, assignments, instruments, writings and other items required to be delivered by Sellers and Founder at or prior to the Closing pursuant to this Agreement or otherwise required or reasonably requested in connection herewith. (b) At the Closing, Purchaser will Buyer shall deliver or cause to be delivered to Sellerthe delivery of a corporate guaranty whereby Cal Dive International Inc., the following: parent corporation of Buyer, will punctually satisfy the performance and compliance of Buyer, as to Buyer’s proportionate share of the obligations to plug and abandon the wxxxx and pipelines, the removal of facilities, platforms and other appurtenances, and the cleanup and site clearance of the Lease premises, pursuant to the Legal Requirements of any Governmental Authority having jurisdiction over the Assets. The Guaranty Agreement shall remain in full force and effect until such time as Buyer, its successor or assigns, has provided Seller (i) The Cash Purchase Price in casha mutually acceptable performance bond, letter of credit or certified check; alternate security for said obligations or (ii) an opinion until the aforesaid obligations have been satisfied pursuant to the terms and conditions of counsel to Purchaser and CORE covering the matters set forth on Exhibit F in form reasonably satisfactory --------- to Seller,; (iii) a compliance certificate of the Purchaser and CORE as described in Section 8.3, dated the Closing DateLeases or Governmental Authority, as to the fulfillment of the conditions set forth in Sections 8.1 and 8.2; (iv) certified resolutions of the Board of Directors of Purchaser and CORE duly and legally authorizing the execution and performance of this Agreement and ancillary agreements; and (v) CORE's guaranty of Purchaser's obligations under this Agreement and the ancillary agreements; and (vi) all other documents, endorsements, assignments, instruments, writings and other items required to be delivered by Purchaser or CORE at or prior to the Closing pursuant to this Agreement or otherwise required or reasonably requested in connection herewithapplicable. (c) CORE, Purchaser, Founder and Sellers shall execute, and deliver the following to each other (i) an Employment Agreement between Purchaser and Founder in the form attached as Exhibit G (the "Dolenga Employment --------- Agreement"). All instruments, agreements, certificates and other documents delivered at Closing or otherwise delivered pursuant to this Agreement other than this Agreement shall be referred to as the "Ancillary Documents".

ACTIONS TO BE TAKEN AT CLOSING. (a) At the Closing, Sellers shall the following actions will be taken: (a) Seller and/or Seller's appropriate Affiliates, will deliver or cause to be delivered to Purchaser Buyer, duly executed, the following: (i) a Xxxx of Sale from each Seller bill xx sale in the a form attached as Exhibit ------- C; -reasonably acceptable to Seller, Sellers Affiliates and Buyer for those Acquired Assets that will not be transferred pursuant to specific documents described elsewhere in this Section 3.01(a); (ii) subject a certificate by an officer of Seller, in a form reasonably acceptable to Section 1.8Seller and Buyer, instruments to the effect that, to the Knowledge of assignment of each of such officer, the Assigned Contracts in the form warranties and representations set forth in Exhibit D, --------- with such changes to such form approved by Purchaser, in its sole discretion (the "Contract Assignments"), pursuant to which Purchaser will assume all obligations under each such Assigned Contract accruing after the Closing DateArticle IV of this Agreement are true and correct as of Closing; (iii) an agreement satisfactory the Trademark Assignments, except to Purchaser and Sellers with respect the extent that formalities outside the U.S. require more time to DE's Suite at the Palace of Auburn Hills as described in Section 5.15complete these assignments; (iv) copies of UCC-1 financing statement searches conducted by a reputable firm or company as of a date within three (3) days prior to receipt for the Closing Date showing no financing statements, liens or encumbrances on the Subject Assets except for Temporary Encumbrances (as defined in Section 2.11), and original, executed UCC termination statements Purchase Price in a form reasonably acceptable to Purchaser Seller, Seller's appropriate Affiliates and acceptable for filing for any Temporary Encumbrances statements not yet terminatedBuyer; (v) an opinion certified copies of counsel to Sellers and Founder covering the matters set forth on Exhibit E in form reasonably satisfactory --------- to Purchaser; (vi) compliance certificates any resolutions by Seller's board of each Seller and Founderdirectors, as described in Section 9.3, dated the Closing Date, as to the fulfillment or any other necessary corporate actions of the conditions set forth in Sections 9.1 and 9.2; (vii) written consents of all third parties required by any and all agreements or documents to which any Seller, is a party and by which the Subject Assets are bound in order to consummate the transactions contemplated hereby; (viii) certifications of all partners of SSDC duly and legally authorizing execution and performance of this Agreement. (ix) certified resolutions of the Board of Directors of GP and DMC and certified votes of the stockholders of GP and DMC duly and legally authorizing the execution and performance of this Agreement; (x) subject to Section 9.19, releases of employees as described in Section 5.6; (xi) subject to Section 9.19, acknowledgments of CORE's policies from each Continuing Employee as described in Section 5.6; (xii) subject to Section 9.19, Non-Competition Agreements as described in Section 9.13; (xiii) all such other documents, assignments and other instruments as, in the opinion of Purchaser's counsel, are necessary to vest in Purchaser title to the Subject Assets to be transferred to it pursuant to this Agreement; and (xiv) all other documents, endorsements, assignments, instruments, writings and other items required to be delivered by Sellers and Founder at or prior to the Closing pursuant to this Agreement or otherwise required or reasonably requested in connection herewith. (b) At the Closing, Purchaser will deliver or cause to be delivered to Seller, the following: (i) The Cash Purchase Price in cash, or certified check; (ii) an opinion of counsel to Purchaser and CORE covering the matters set forth on Exhibit F in form reasonably satisfactory --------- to Seller,; (iii) a compliance certificate of the Purchaser and CORE as described in Section 8.3, dated the Closing Date, as to the fulfillment of the conditions set forth in Sections 8.1 and 8.2; (iv) certified resolutions of the Board of Directors of Purchaser and CORE duly and legally authorizing the execution and performance of this Agreement and ancillary agreementsthe consummation of the transactions contemplated hereby; and (vi) such other documents as are, in the reasonable opinion of counsel for Seller and Buyer, necessary or desirable to transfer the Assumed Liabilities and Acquired Assets to Buyer. (b) Buyer will deliver to Seller, duly executed, the following: (i) a certificate by an officer of Buyer, in a form reasonably acceptable to Seller, Seller's appropriate Affiliates and Buyer, to the effect that, to the Knowledge of such officer, the warranties and representations set forth in Article V of this Agreement are true and correct as of the Closing; (ii) the Purchase Price, delivered as described in Section 2.02; (iii) a receipt for the Acquired Assets in a form reasonably acceptable to Seller, Seller's appropriate Affiliates and Buyer; (iv) certified copies of any resolutions by Buyer's board of directors, or any other necessary corporate actions of Buyer and its Affiliates, authorizing the execution and performance of this Agreement and the consummation of the transactions contemplated hereby; and (v) CORE's guaranty such other documents as are, in the reasonable opinion of Purchaser's obligations under this Agreement counsel for Seller and Buyer, necessary or desirable to transfer the ancillary agreements; and (vi) all other documents, endorsements, assignments, instruments, writings Assumed Liabilities and other items required Acquired Assets to be delivered by Purchaser or CORE at or prior to the Closing pursuant to this Agreement or otherwise required or reasonably requested in connection herewithBuyer. (c) CORE, Purchaser, Founder Seller and Sellers shall execute, Buyer concurrently will duly execute and deliver the following to each other: (i) an Employment Agreement between Purchaser and Founder certificates of incumbency for all officers executing documents in connection with the form attached as Exhibit G (Transaction Documents; ii) the "Dolenga Employment --------- Transition Services Agreement"). All instruments, agreements, certificates and other documents delivered at Closing or otherwise delivered pursuant to this Agreement other than this Agreement shall be referred to as ; iii) the "Ancillary Documents".Technology License Agreement;

ACTIONS TO BE TAKEN AT CLOSING. (a) At the Closing, Sellers shall the following actions will be taken: (a) Seller will deliver or cause to be delivered to Purchaser Buyer, duly executed, the following: (i) a Xxxx of Sale from each Seller bill xx sale (the "Bill xx Sale") in the form attached as Exhibit ------- C; -EXHIBIT 3.01 (a)(i) or in such other form as agreed to in writing by Seller and Buyer for those Acquired Assets that will not be transferred pursuant to specific documents described elsewhere in this Section 3.01(a); (ii) subject a certificate by the President or Vice-President of Seller, in a form reasonably acceptable to Section 1.8Buyer, instruments to the effect that, to the Knowledge of assignment of each of Seller, the Assigned Contracts in the form warranties and representations set forth in Exhibit DSection 2.03 and in Article IV of this Agreement are true and correct in all material respects, --------- with such changes and that all representations and warranties set forth in Article IV of this Agreement that are qualified as to such materiality are true in all respects, as of the Closing; (iii) a short-form approved by Purchasercertificate of good standing and certificate of incorporation of Seller, in its sole discretion (each case certified by the "Contract Assignments"), pursuant Secretary of State of the State of Delaware as of a date no more than 5 Business Days prior to which Purchaser will assume all obligations under each such Assigned Contract accruing after the Closing Date; (iiiiv) an agreement satisfactory assignment of the copyrights set forth in SCHEDULE 3.01 (a)(iv) in such other form as agreed to Purchaser in writing by Seller and Sellers with respect to DE's Suite at the Palace of Auburn Hills as described in Section 5.15; (iv) copies of UCC-1 financing statement searches conducted by a reputable firm or company as of a date within three (3) days prior to the Closing Date showing no financing statements, liens or encumbrances on the Subject Assets except for Temporary Encumbrances (as defined in Section 2.11), and original, executed UCC termination statements in a form acceptable to Purchaser and acceptable for filing for any Temporary Encumbrances statements not yet terminatedBuyer; (v) an opinion of Seller's counsel with respect to Sellers the due authorization, execution and Founder covering delivery of the matters set forth on Exhibit E Transaction Documents by Seller and the enforceability of the Transaction Documents against Seller in form reasonably satisfactory --------- to PurchaserBuyer; (vi) compliance certificates certified copies of each Seller and Founderany resolutions by Seller's board of directors, as described in Section 9.3, dated the Closing Date, as to the fulfillment or any other necessary corporate actions of the conditions set forth in Sections 9.1 and 9.2; (vii) written consents of all third parties required by any and all agreements or documents to which any Seller, is a party and by which the Subject Assets are bound in order to consummate the transactions contemplated hereby; (viii) certifications of all partners of SSDC duly and legally authorizing execution and performance of this Agreement. (ix) certified resolutions of the Board of Directors of GP and DMC and certified votes of the stockholders of GP and DMC duly and legally authorizing the execution and performance of this Agreement, the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; (xvii) subject to Section 9.19, releases of employees as described in Section 5.6the Trademark Assignment; (xiviii) subject to Section 9.19assignments for the Trademarks in a form suitable for recording with the appropriate Governmental Entities, acknowledgments of CORE's policies from each Continuing Employee as described in Section 5.6including proper notarization, authentication, legalization, execution and/or consularization by Seller, if needed; (xii) subject to Section 9.19, Non-Competition Agreements as described in Section 9.13; (xiii) all such other documents, assignments and other instruments as, in the opinion of Purchaser's counsel, are necessary to vest in Purchaser title to the Subject Assets to be transferred to it pursuant to this Agreement; and (xiv) all other documents, endorsements, assignments, instruments, writings and other items required to be delivered by Sellers and Founder at or prior to the Closing pursuant to this Agreement or otherwise required or reasonably requested in connection herewith. (b) At the Closing, Purchaser will deliver or cause to be delivered to Seller, the following: (i) The Cash Purchase Price in cash, or certified check; (iiix) an opinion of counsel to Purchaser and CORE covering the matters set forth on Exhibit F agreement in form reasonably satisfactory --------- to Seller,; Buyer between Seller and The Pillsbury Company (iii"Pillsbury"), pursuant to which, among other things, (a) a compliance certificate the Agreement dated October 1, 1995 between Seller and Pillsbury, pursuant to which Pillsbury marketed and distributed the Products, is terminated, (b) Pillsbury agrees to permit Producer to insert into packages of the Purchaser Harvest Burger Products produced by Producer through December 31, 1998 a coupon and CORE as described other information about the intended changes in Section 8.3, dated the Closing Date, as to the fulfillment distribution of the conditions set forth in Sections 8.1 and 8.2; (iv) certified resolutions of the Board of Directors of Purchaser and CORE duly and legally authorizing the execution and performance of this Agreement and ancillary agreements; and (v) CORE's guaranty of Purchaser's obligations under this Agreement and the ancillary agreements; and (vi) all other documentsProducts, endorsements, assignments, instruments, writings and other items required to be delivered by Purchaser or CORE at or prior to the Closing pursuant to this Agreement or otherwise required or reasonably requested in connection herewith. (c) COREPillsbury agrees that no Products shall be shipped by it after December 31, Purchaser1998 so long Seller notifies Pillsbury prior to such date the Seller or its designee shall begin distribution of the Products without the Green Giant trademarks, Founder trade dress or UPC and Sellers shall execute, and deliver the following (d) Pillsbury agrees to each other (i) an Employment Agreement between Purchaser and Founder cooperate in the form attached as Exhibit G (orderly transition of the "Dolenga Employment --------- Agreement"). All instruments, agreements, certificates sales and other documents delivered at Closing or otherwise delivered pursuant distribution functions related to this Agreement other than this Agreement shall be referred to as the "Ancillary Documents".Products;

ACTIONS TO BE TAKEN AT CLOSING. (a) At the Closing, Sellers Seller and Transcend shall deliver or cause to be delivered to Purchaser the following: (i) a Xxxx of Sale from each Seller in the form attached as Exhibit ------- C; - (ii) subject to Section 1.8, instruments of assignment of each of the Assigned Contracts in the form set forth in Exhibit DB, --------- with such changes to such form --------- approved by Purchaser, in its sole discretion Purchaser and Seller (the "Contract Assignments"), pursuant to which Purchaser will assume all obligations under each such Assigned Contract accruing after the Closing Date; (iii) an agreement satisfactory to Purchaser and Sellers with respect to DE's Suite at the Palace of Auburn Hills as described in Section 5.15; (iv) copies of UCC-1 financing statement searches conducted by a reputable firm or company as of a date within three (3) days prior to the Closing Date showing no financing statements, liens or encumbrances on the Subject Assets except for Temporary Encumbrances (as defined in Section 2.11), and original, executed UCC termination statements in a form acceptable to Purchaser and acceptable for filing for any Temporary Encumbrances statements (as defined in Section 2.5) not yet terminated; (viv) an opinion of counsel to Sellers and Founder Seller covering the matters set forth on Exhibit E C in form reasonably satisfactory --------- to Purchaser;; --------- (viv) compliance certificates of each Seller and FounderTranscend, as described in Section 9.3, dated the Closing Date, as to the fulfillment of the conditions set forth in Sections 9.1 and 9.2; (viivi) written consents of all third parties required by any and all agreements or documents to which any Seller, is a party and by which the Subject Assets are bound in order to consummate the transactions contemplated hereby; (viii) certifications of all partners of SSDC duly and legally authorizing execution and performance of this Agreement. (ixvii) certified resolutions of the Board of Directors of GP Seller and DMC Transcend and certified votes of the stockholders stockholder of GP and DMC Seller duly and legally authorizing the execution and performance of this AgreementAgreement and the Ancillary Documents to which it is a party; (xviii) subject to Section 9.19, releases certificates of employees all Continuing Employees in the form of Exhibit ------- H-1 and as described in Section 5.6;; --- (xiix) subject to Section 9.19, acknowledgments of CORE's policies from each Continuing Employee in the form of Exhibit H-2 and as described in Section 5.6;; ----------- (xiix) subject to Section 9.19, Non-Competition Consent and Amendment of Employment Agreements from certain persons as described in Section 9.13; (xiiixi) all such other documents, assignments and other instruments as, in the opinion of Purchaser's counsel, are necessary to vest in Purchaser title to the Subject Assets to be transferred to it pursuant to this Agreement; and (xivxii) all other documents, endorsements, assignments, instruments, writings and other items required to be delivered by Sellers Seller and Founder Transcend at or prior to the Closing pursuant to this Agreement or otherwise required or reasonably requested in connection herewith. (b) At the Closing, Purchaser will deliver or cause to be delivered to Seller, the following: (i) The Cash Purchase Price in cash, or certified check; (ii) an opinion of counsel to Purchaser and CORE covering the matters set forth on Exhibit F D in form reasonably satisfactory --------- to Seller,;; --------- (iiiii) a compliance certificate of the Purchaser and CORE as described in Section 8.3, dated the Closing Date, as to the fulfillment of the conditions set forth in Sections 8.1 and 8.2; (iviii) certified resolutions of the Board of Directors of Purchaser and CORE duly and legally authorizing the execution and performance of this Agreement and ancillary agreementsthe Ancillary Documents to which it is a party; and (v) CORE's guaranty of Purchaser's obligations under this Agreement and the ancillary agreements; and (viiv) all other documents, endorsements, assignments, instruments, writings and other items required to be delivered by Purchaser or CORE at or prior to the Closing pursuant to this Agreement or otherwise required or reasonably requested in connection herewith. (c) At the Closing, CORE, Purchaser, Founder Transcend and Sellers Seller shall execute, and deliver the following to each other (i) an Employment a Registration Rights Agreement between Purchaser CORE and Founder Transcend in the form attached as Exhibit G E (the "Dolenga Employment Registration Rights --------- Agreement"). (ii) a Tradename License Agreement concerning the use of the tradename "Transcend Case Management" for a period of one year, in the form attached as Exhibit F (the "Tradename License --------- Agreement"). All instruments, agreements, certificates and other documents delivered at Closing or otherwise delivered pursuant to this Agreement other than this Agreement shall be referred to as the "Ancillary Documents".

ACTIONS TO BE TAKEN AT CLOSING. (a) At the Closing, Sellers Seller and Transcend shall deliver or cause to be delivered to Purchaser the following: (i) a Xxxx of Sale from each Seller in the form attached as Exhibit ------- C; - (ii) subject to Section 1.8, instruments of assignment of each of the Assigned Contracts in the form set forth in Exhibit DB, --------- with such changes to such form --------- approved by Purchaser, in its sole discretion Purchaser and Seller (the "Contract Assignments"), pursuant to which Purchaser will assume all obligations under each such Assigned Contract accruing after the Closing Date; (iii) an agreement satisfactory to Purchaser and Sellers with respect to DE's Suite at the Palace of Auburn Hills as described in Section 5.15; (iv) copies of UCC-1 financing statement searches conducted by a reputable firm or company as of a date within three (3) days prior to the Closing Date showing no financing statements, liens or encumbrances on the Subject Assets except for Temporary Encumbrances (as defined in Section 2.11), and original, executed UCC termination statements in a form acceptable to Purchaser and acceptable for filing for any Temporary Encumbrances statements (as defined in Section 2.5) not yet terminated; (viv) an opinion of counsel to Sellers and Founder Seller covering the matters set forth on Exhibit E C in form reasonably satisfactory --------- to Purchaser;; --------- (viv) compliance certificates of each Seller and FounderTranscend, as described in Section 9.3, dated the Closing Date, as to the fulfillment of the conditions set forth in Sections 9.1 and 9.2; (viivi) written consents of all third parties required by any and all agreements or documents to which any Seller, is a party and by which the Subject Assets are bound in order to consummate the transactions contemplated hereby; (viii) certifications of all partners of SSDC duly and legally authorizing execution and performance of this Agreement. (ixvii) certified resolutions of the Board of Directors of GP Seller and DMC Transcend and certified votes of the stockholders stockholder of GP and DMC Seller duly and legally authorizing the execution and performance of this AgreementAgreement and the Ancillary Documents to which it is a party; (xviii) subject to Section 9.19, releases certificates of employees all Continuing Employees in the form of Exhibit ------- H-1 and as described in Section 5.6;; --- (xiix) subject to Section 9.19, acknowledgments of CORE's policies from each Continuing Employee in the form of Exhibit H-2 and as described in Section ----------- 5.6; ; (xiix) subject to Section 9.19, Non-Competition Consent and Amendment of Employment Agreements from certain persons as described in Section 9.13; (xiiixi) all such other documents, assignments and other instruments as, in the opinion of Purchaser's counsel, are necessary to vest in Purchaser title to the Subject Assets to be transferred to it pursuant to this Agreement; and (xivxii) all other documents, endorsements, assignments, instruments, writings and other items required to be delivered by Sellers Seller and Founder Transcend at or prior to the Closing pursuant to this Agreement or otherwise required or reasonably requested in connection herewith. (b) At the Closing, Purchaser will deliver or cause to be delivered to Seller, the following: (i) The Cash Purchase Price in cash, or certified check; (ii) an opinion of counsel to Purchaser and CORE covering the matters set forth on Exhibit F D in form reasonably satisfactory --------- to Seller,; ; (iiiii) a compliance certificate of the Purchaser and CORE as described in Section 8.3, dated the Closing Date, as to the fulfillment of the conditions set forth in Sections 8.1 and 8.2; (iviii) certified resolutions of the Board of Directors of Purchaser and CORE duly and legally authorizing the execution and performance of this Agreement and ancillary agreementsthe Ancillary Documents to which it is a party; and (v) CORE's guaranty of Purchaser's obligations under this Agreement and the ancillary agreements; and (vi) all other documents, endorsements, assignments, instruments, writings and other items required to be delivered by Purchaser or CORE at or prior to the Closing pursuant to this Agreement or otherwise required or reasonably requested in connection herewith. (c) CORE, Purchaser, Founder and Sellers shall execute, and deliver the following to each other (i) an Employment Agreement between Purchaser and Founder in the form attached as Exhibit G (the "Dolenga Employment --------- Agreement"). All instruments, agreements, certificates and other documents delivered at Closing or otherwise delivered pursuant to this Agreement other than this Agreement shall be referred to as the "Ancillary Documents".

ACTIONS TO BE TAKEN AT CLOSING. (a) At the Closing, Sellers Seller and Transcend shall deliver or cause to be delivered to Purchaser the following: (i) a Xxxx of Sale from each Seller and Transcend in the form attached attache as Exhibit ------- C; -A; (ii) subject to Section 1.8, instruments of assignment of each of the Assigned Contracts in the form set forth in Exhibit DB, --------- with such changes to such form approved by Purchaser, in its sole discretion Purchaser and Seller (the "Contract Assignments"), pursuant to which Purchaser will assume all obligations under each such Assigned Contract accruing after the Closing Date; (iii) an agreement satisfactory to Purchaser and Sellers with respect to DE's Suite at the Palace of Auburn Hills as described in Section 5.15; (iv) copies of UCC-1 financing statement searches conducted by a reputable firm or company as of a date within three (3) days prior to the Closing Date showing no financing statements, liens or encumbrances on the Subject Assets except for Temporary Encumbrances (as defined in Section 2.11), and original, executed UCC termination statements in a form acceptable to Purchaser and acceptable for filing for any Temporary Encumbrances statements (as defined in Section 2.5) not yet terminated; (viv) an opinion of counsel to Sellers and Founder Seller covering the matters set forth on Exhibit E C in form reasonably satisfactory --------- to Purchaser; (viv) compliance certificates of each Seller and FounderTranscend, as described in Section 9.3, dated lated the Closing Date, as to the fulfillment of the conditions set forth in Sections 9.1 and 9.2; (viivi) written consents of all third parties required by any and all agreements or documents to which any Seller, is a party and by which the Subject Assets are bound in order to consummate the transactions contemplated hereby; (viii) certifications of all partners of SSDC duly and legally authorizing execution and performance of this Agreement. (ixvii) certified resolutions of the Board of Directors of GP Seller and DMC Transcend and certified votes of the stockholders stockholder of GP and DMC Seller duly and legally authorizing the execution and performance of this AgreementAgreement and the Ancillary Documents to which it is a party; (xviii) subject to Section 9.19, releases certificates of employees all Continuing Employees in the form of Exhibit H-1 and as described in Section 5.6; (xiix) subject to Section 9.19, acknowledgments of CORE's policies from each Continuing Employee in the form of Exhibit H-2 and as described in Section 5.6; (xiix) subject to Section 9.19, Non-Competition Consent and Amendment of Employment Agreements from certain persons as described in Section 9.13; (xiiixi) all such other documents, assignments and other instruments as, in the opinion of Purchaser's counsel, are necessary to vest in Purchaser title to the Subject Assets to be transferred to it pursuant to this Agreement; and (xivxii) all other documents, endorsements, assignments, instruments, writings and other items required to be delivered by Sellers Seller and Founder Transcend at or prior to the Closing pursuant to this Agreement or otherwise required or reasonably requested in connection herewith. (b) At the Closing, Purchaser will deliver or cause to be delivered to Seller, the following: (i) The Cash Purchase Price in cash, or certified check; (ii) an opinion of counsel to Purchaser and CORE covering the matters set forth on Exhibit F D in form reasonably satisfactory --------- to Seller,; (iiiii) a compliance certificate of the Purchaser and CORE as described in Section 8.3, dated the Closing Date, as to the fulfillment of the conditions set forth in Sections 8.1 and 8.2; (iviii) certified resolutions of the Board of Directors of Purchaser and CORE duly and legally authorizing the execution and performance of this Agreement and ancillary agreementsthe Ancillary Documents to which it is a party; and (v) CORE's guaranty of Purchaser's obligations under this Agreement and the ancillary agreements; and (viiv) all other documents, endorsements, assignments, instruments, writings and other items required to be delivered by Purchaser or CORE at or prior to the Closing pursuant to this Agreement or otherwise required or reasonably requested in connection herewith. (c) At the Closing, CORE, Purchaser, Founder Transcend and Sellers Seller shall execute, and deliver the following to each other (i) an Employment a Registration Rights Agreement between Purchaser CORE and Founder Transcend in the form attached as Exhibit G E (the "Dolenga Employment --------- Registration Rights Agreement"). (ii) a Tradename License Agreement concerning the use of the tradename "Transcend Case Management" for a period of one year, in the form attached as Exhibit F (the "Tradename License Agreement"). All instruments, agreements, certificates and other documents delivered at Closing or otherwise delivered pursuant to this Agreement other than this Agreement shall be referred to as the "Ancillary Documents".

ACTIONS TO BE TAKEN AT CLOSING. (a) At the Closing, the following actions will be taken: (a) Sellers shall will deliver to Buyers or cause to be delivered to Purchaser Buyers’ designated Affiliate, duly executed, the following: (i) a Xxxx xxxx of Sale from each Seller sale in the a form attached as Exhibit ------- C; -reasonably acceptable to Sellers and Buyers for those Acquired Assets that will not be transferred pursuant to specific documents described elsewhere in this Section 3.01(a); (ii) subject a certificate by a Vice President of RB, in a form reasonably acceptable to Section 1.8Sellers and Buyer, instruments to the effect that, to the Knowledge of assignment of each of RB, the Assigned Contracts in the form warranties and representations set forth in Exhibit DArticle IV of this Agreement are true and correct as of Closing, --------- with such changes to such form approved by Purchaser, in its sole discretion (the "Contract Assignments"), pursuant to which Purchaser will assume all obligations under each such Assigned Contract accruing after the Closing Dateexcept where not Material; (iii) an agreement satisfactory to Purchaser and Sellers with respect to DE's Suite at the Palace of Auburn Hills as described in Section 5.15Trademark Assignment; (iv) copies of UCC-1 financing statement searches conducted by a reputable firm or company as of a date within three (3) days prior to receipt for the Closing Date showing no financing statements, liens or encumbrances on the Subject Assets except for Temporary Encumbrances (as defined in Section 2.11), and original, executed UCC termination statements Purchase Price in a form reasonably acceptable to Purchaser Sellers and acceptable for filing for any Temporary Encumbrances statements not yet terminatedBuyer; (v) an opinion certified copies of counsel to Sellers and Founder covering the matters set forth on Exhibit E in form reasonably satisfactory --------- to Purchaser; (vi) compliance certificates any resolutions by Sellers’ boards of each Seller and Founderdirectors or any other necessary corporate actions of Sellers, as described in Section 9.3, dated the Closing Date, as to the fulfillment of the conditions set forth in Sections 9.1 and 9.2; (vii) written consents of all third parties required by any and all agreements or documents to which any Seller, is a party and by which the Subject Assets are bound in order to consummate the transactions contemplated hereby; (viii) certifications of all partners of SSDC duly and legally authorizing execution and performance of this Agreement. (ix) certified resolutions of the Board of Directors of GP and DMC and certified votes of the stockholders of GP and DMC duly and legally authorizing the execution and performance of this Agreement; (x) subject to Section 9.19, releases of employees as described in Section 5.6; (xi) subject to Section 9.19, acknowledgments of CORE's policies from each Continuing Employee as described in Section 5.6; (xii) subject to Section 9.19, Non-Competition Agreements as described in Section 9.13; (xiii) all such other documents, assignments and other instruments as, in the opinion of Purchaser's counsel, are necessary to vest in Purchaser title to the Subject Assets to be transferred to it pursuant to this Agreement; and (xiv) all other documents, endorsements, assignments, instruments, writings and other items required to be delivered by Sellers and Founder at or prior to the Closing pursuant to this Agreement or otherwise required or reasonably requested in connection herewith. (b) At the Closing, Purchaser will deliver or cause to be delivered to Seller, the following: (i) The Cash Purchase Price in cash, or certified check; (ii) an opinion of counsel to Purchaser and CORE covering the matters set forth on Exhibit F in form reasonably satisfactory --------- to Seller,; (iii) a compliance certificate of the Purchaser and CORE as described in Section 8.3, dated the Closing Date, as to the fulfillment of the conditions set forth in Sections 8.1 and 8.2; (iv) certified resolutions of the Board of Directors of Purchaser and CORE duly and legally authorizing the execution and performance of this Agreement and ancillary agreementsthe consummation of the transactions contemplated hereby; and (vi) such other documents as are, in the reasonable opinion of counsel for Sellers and Buyer, necessary or desirable to transfer the Assumed Liabilities and Acquired Assets to Buyer. (b) Buyer, or Buyers’ Affiliate will deliver to Sellers, duly executed, the following: (i) a certificate by a Vice President of Buyer, in a form reasonably acceptable to Sellers and Buyer, to the effect that, to the Knowledge of such Vice President, the warranties and representations set forth in Article V of this Agreement are true and correct as of the Closing, except for those which, individually or in the aggregate, will not have a material adverse effect on this Agreement or the consummation of the transactions contemplated hereby; (ii) the Purchase Price, delivered as described in Section 2.02; (iii) a receipt for the Acquired Assets in a form reasonably acceptable to Sellers and Buyer; (iv) certified copies of any resolutions by Buyer’s board of directors or any other necessary corporate actions of Buyer and its Affiliates, authorizing the execution and performance of this Agreement and the consummation of the transactions contemplated hereby; and (v) CORE's guaranty such other documents as are, in the reasonable opinion of Purchaser's obligations under this Agreement counsel for Sellers and Buyer, necessary or desirable to transfer the ancillary agreements; and (vi) all other documents, endorsements, assignments, instruments, writings Assumed Liabilities and other items required Acquired Assets to be delivered by Purchaser or CORE at or prior to the Closing pursuant to this Agreement or otherwise required or reasonably requested in connection herewithBuyer. (c) CORE, Purchaser, Founder Sellers and Sellers shall execute, Buyer concurrently will duly execute and deliver the following to each other: (i) an Employment Agreement between Purchaser and Founder certificates of incumbency for all officers executing documents in connection with the form attached as Exhibit G Transaction Documents; (ii) the "Dolenga Employment --------- Transitional Supply Agreement"). All instruments, agreements, certificates and other documents delivered at Closing or otherwise delivered pursuant to this Agreement other than this Agreement shall be referred to as ; and (iii) the "Ancillary Documents"Assumption Agreement.

ACTIONS TO BE TAKEN AT CLOSING. (a) At the Closing, Sellers shall the following actions will be taken: (a) Seller will deliver or cause to be delivered to Purchaser Buyer, duly executed, the following: (i) a Xxxx copyright assignment, in a customary and mutually acceptable form for the assignment of Sale from each Seller in the form attached as Exhibit ------- C; -Copyrights; (ii) subject to Section 1.8, instruments of assignment of each an electronic copy and a hard copy of the Assigned Contracts in the form set forth in Exhibit D, --------- with such changes to such form approved by Purchaser, in its sole discretion (the "Contract Assignments"), pursuant to which Purchaser will assume all obligations under each such Assigned Contract accruing after the Closing DateMerrill Lynch Code; (iii) x certificate from Seller in a xxxx reasonably acceptable to Seller and Buyer to the effect that the warranties and representations set forth in Article IV of this Agreement are true and correct in all material respects as of the Closing with the same force and effect as if made on and as of such date, except (x) for representations and warranties qualified by materiality or the term "Material" (in which case such representations and warranties shall be true and correct in all respects) and (y) to the extent such representations and warranties expressly speak as of an agreement satisfactory earlier date (in which case such representations and warranties shall be true and correct in all respects, or in all material respects, as the case may be, as of such earlier date), and that all commitments required by this Agreement to Purchaser and Sellers with respect be performed by Seller prior to DE's Suite at the Palace of Auburn Hills as described Closing have been performed in Section 5.15;all material respects by Seller; and (iv) copies of UCC-1 financing statement searches conducted by a reputable firm or company such other documents as of a date within three (3) days prior to are, in the Closing Date showing no financing statements, liens or encumbrances on the Subject Assets except for Temporary Encumbrances (as defined in Section 2.11), and original, executed UCC termination statements in a form acceptable to Purchaser and acceptable for filing for any Temporary Encumbrances statements not yet terminated; (v) an reasonable opinion of counsel to Sellers and Founder covering the matters set forth on Exhibit E in form reasonably satisfactory --------- to Purchaser; (vi) compliance certificates of each for Seller and FounderBuyer, as described in Section 9.3, dated necessary or desirable to transfer the Closing Date, as to the fulfillment of the conditions set forth in Sections 9.1 Assumed Liabilities and 9.2; (vii) written consents of all third parties required by any and all agreements or documents to which any Seller, is a party and by which the Subject Assets are bound in order to consummate the transactions contemplated hereby; (viii) certifications of all partners of SSDC duly and legally authorizing execution and performance of this Agreement. (ix) certified resolutions of the Board of Directors of GP and DMC and certified votes of the stockholders of GP and DMC duly and legally authorizing the execution and performance of this Agreement; (x) subject to Section 9.19, releases of employees as described in Section 5.6; (xi) subject to Section 9.19, acknowledgments of CORE's policies from each Continuing Employee as described in Section 5.6; (xii) subject to Section 9.19, Non-Competition Agreements as described in Section 9.13; (xiii) all such other documents, assignments and other instruments as, in the opinion of Purchaser's counsel, are necessary to vest in Purchaser title to the Subject Acquired Assets to be transferred to it pursuant to this Agreement; and (xiv) all other documents, endorsements, assignments, instruments, writings and other items required to be delivered by Sellers and Founder at or prior to the Closing pursuant to this Agreement or otherwise required or reasonably requested in connection herewithBuyer. (b) At the Closing, Purchaser Buyer will deliver or cause to be delivered to Seller, Seller the following: (i) The Cash Purchase Price a duly executed certificate from Buyer, in casha form reasonably acceptable to Seller and Buyer to the effect that the warranties and representations set forth in Article V of this Agreement are true and correct in all material respects as of the Closing with the same force and effect as if made on and as of such date, except (x) for representations and warranties, qualified by materiality (in which case such representations and warranties shall be true and correct in all respects) and (y) to the extent such representations and warranties expressly speak as of an earlier date (in which case such representations and warranties shall be true and correct in all respects, or certified checkin all material respects, as the case may be, as of such earlier date), and that all commitments required by this Agreement to be performed by Buyer prior to Closing, except for those which, individually or in the aggregate, will not have a material adverse effect on this Agreement or the transactions contemplated by this Agreement, have been performed by Buyer; (ii) an the Purchase Price, delivered as described in Section 2.02; and (iii) such other documents as are, in the reasonable opinion of counsel for Seller and Buyer, necessary or desirable to Purchaser transfer the Assumed Liabilities and CORE covering Acquired Assets to Buyer. (c) Unless otherwise executed and delivered by Buyer and Seller prior to the matters set forth on Exhibit F in form reasonably satisfactory --------- Closing, Seller and Buyer concurrently will duly execute and deliver to Seller,each other: (i) a certificate of its Secretary or an Assistant Secretary of incumbency for all officers executing the Transaction Documents and any other documents contemplated by the Transaction Documents; (ii) the Assumption Agreement and Bill of Sale; (iii) a compliance certificate of the Purchaser and CORE as described in Section 8.3, dated the Closing Date, as to the fulfillment of the conditions set forth in Sections 8.1 and 8.2Transitional Services Agxxxxent; (iv) certified resolutions of the Board of Directors of Purchaser Data and CORE duly Software License and legally authorizing the execution and performance of this Agreement and ancillary agreements; andServices Agreement; (v) CORE's guaranty of Purchaser's obligations under this Agreement and the ancillary agreementsML Fixed Income Output License; and (vi) all other documents, endorsements, assignments, instruments, writings and other items required to be delivered by Purchaser or CORE at or prior to the Closing pursuant to this Agreement or otherwise required or reasonably requested in connection herewithReal Estate Licenses. (c) CORE, Purchaser, Founder and Sellers shall execute, and deliver the following to each other (i) an Employment Agreement between Purchaser and Founder in the form attached as Exhibit G (the "Dolenga Employment --------- Agreement"). All instruments, agreements, certificates and other documents delivered at Closing or otherwise delivered pursuant to this Agreement other than this Agreement shall be referred to as the "Ancillary Documents".

ACTIONS TO BE TAKEN AT CLOSING. The following actions shall occur at the Closing: (a) At the Closing, Sellers Seller shall deliver or cause to be delivered to Purchaser the following: FCNY such bills of sale and assignments (iincluding, without limitation, assignments of all assumed Contracts) a Xxxx of Sale from each Seller in the form attached as Exhibit ------- C; - (ii) subject to Section 1.8, instruments of assignment of each of the Assigned Contracts in the form set forth in Exhibit D, --------- with such changes to such form approved by Purchaser, in its sole discretion (the "Contract Assignments"), pursuant to which Purchaser will assume all obligations under each such Assigned Contract accruing after the Closing Date; (iii) an agreement satisfactory to Purchaser and Sellers with respect to DE's Suite at the Palace of Auburn Hills as described in Section 5.15; (iv) copies of UCC-1 financing statement searches conducted by a reputable firm or company as of a date within three (3) days prior to the Closing Date showing no financing statements, liens or encumbrances on the Subject Assets except for Temporary Encumbrances (as defined in Section 2.11)2.10, and originalsuch other deeds, executed UCC termination statements in a form acceptable to Purchaser and acceptable for filing for any Temporary Encumbrances statements not yet terminated; (v) an opinion of counsel to Sellers and Founder covering the matters set forth on Exhibit E in form reasonably satisfactory --------- to Purchaser; (vi) compliance consents, permits, certificates of each Seller and Founderoccupancy, as described in Section 9.3releases, dated the Closing Date, as to the fulfillment of the conditions set forth in Sections 9.1 and 9.2; (vii) written consents of all third parties required by any third-party estoppel certificates under leases or subleases and all agreements or documents other instruments as may be reasonably necessary to which any Sellerassign and transfer title to, is a party and by which benefits of ownership of, the Subject Acquired Assets are bound in order to consummate the transactions contemplated hereby; (viii) certifications of all partners of SSDC duly and legally authorizing execution and performance of this AgreementFCNY. (ixb) certified resolutions of Seller shall deliver, or cause any appropriate third party to deliver, such further certificates, consents and other documents as FCNY and Seller mutually agree to be necessary or desirable to carry out the Board of Directors of GP and DMC and certified votes of the stockholders of GP and DMC duly and legally authorizing the execution and performance terms of this Agreement; (xc) subject FCNY and BHP shall execute and deliver the Escrow Agreement and BHP shall deliver the portion of the Escrow Deposit due at Closing into escrow pursuant to Section 9.192.8 hereof, releases the Escrow Agreement, and in accordance with the instructions of employees as FCNY. (d) Seller shall deliver to FCNY the opinion of Seller's Counsel described in Section 5.6;7.5 hereof. (xie) subject Seller shall deliver to Section 9.19, acknowledgments of COREFCNY the officer's policies from each Continuing Employee as certificates described in Section 5.6;7.6 hereof. (xiif) subject FCNY will cause the Purchase Price (or such portion thereof as is required under Section 2.5 hereof) and the Prepaid Expenses to Section 9.19be issued and paid to Seller on the Closing Date by wire transfer of immediately available funds. (g) FCNY shall execute and deliver to BHP the Acquisition Note, Non-Competition Agreements as with blanks appropriately filled in. (h) FCNY shall deliver to BHP the opinion of FCNY's counsel described in Section 9.13; (xiii) all such other documents, assignments and other instruments as, in the opinion of Purchaser's counsel, are necessary to vest in Purchaser title to the Subject Assets to be transferred to it pursuant to this Agreement; and (xiv) all other documents, endorsements, assignments, instruments, writings and other items required to be delivered by Sellers and Founder at or prior to the Closing pursuant to this Agreement or otherwise required or reasonably requested in connection herewith8.5 hereof. (b) At the Closing, Purchaser will deliver or cause to be delivered to Seller, the following: (i) The Cash Purchase Price in cash, or certified check; (ii) an opinion of counsel FCNY shall deliver to Purchaser and CORE covering BHP the matters set forth on Exhibit F in form reasonably satisfactory --------- to Seller,; (iii) a compliance certificate of the Purchaser and CORE as Officer's Certificate described in Section 8.3, dated the Closing Date, as to the fulfillment of the conditions set forth in Sections 8.1 and 8.2; (iv) certified resolutions of the Board of Directors of Purchaser and CORE duly and legally authorizing the execution and performance of this Agreement and ancillary agreements; and (v) CORE's guaranty of Purchaser's obligations under this Agreement and the ancillary agreements; and (vi) all other documents, endorsements, assignments, instruments, writings and other items required to be delivered by Purchaser or CORE at or prior to the Closing pursuant to this Agreement or otherwise required or reasonably requested in connection herewith8.6 hereof. (c) CORE, Purchaser, Founder and Sellers shall execute, and deliver the following to each other (i) an Employment Agreement between Purchaser and Founder in the form attached as Exhibit G (the "Dolenga Employment --------- Agreement"). All instruments, agreements, certificates and other documents delivered at Closing or otherwise delivered pursuant to this Agreement other than this Agreement shall be referred to as the "Ancillary Documents".

ACTIONS TO BE TAKEN AT CLOSING. (a) At the Closing, Sellers shall the following actions will be taken: (a) Seller or Seller's Affiliates will deliver or cause to be delivered to Purchaser Buyer, duly executed, the following: : (i) a Xxxx xxxx of Sale from each Seller sale, in the form attached as Exhibit ------- C3.01(a)(i) or in such other form as agreed to in writing by Seller and Buyer, for those Acquired Assets that will not be transferred pursuant to specific documents described elsewhere in this Section 3.01(a); - (ii) subject a certificate by a Vice-President of Seller, in a form reasonably acceptable to Section 1.8Buyer, instruments to the effect that, to the Knowledge of Seller, the warranties and representations set forth in Article IV of this Agreement are true and correct in all material respects, and that all representations and warranties set forth in Article IV of this Agreement that are qualified as to materiality are true in all respects, as of the Closing; (iii) a short-form certificate of good standing and certificate of incorporation of Seller, in each case certified by the Secretary of State of the State of Ohio as of a date no more than 5 Business Days prior to the Closing Date; (iv) a certified copy of Seller's Code of Regulations; (v) an assignment of each of the Assigned Contracts copyrights set forth in Schedule 3.01(a)(v) in the form set forth in Exhibit D, --------- with 3.01(a)(v) or in such changes other form as agreed to such form approved in writing by Purchaser, in its sole discretion Seller and Buyer; (the "Contract Assignments"), pursuant to which Purchaser will assume all obligations under each such Assigned Contract accruing after the Closing Date; (iii) an agreement satisfactory to Purchaser and Sellers with respect to DE's Suite at the Palace of Auburn Hills as described in Section 5.15; (iv) copies of UCC-1 financing statement searches conducted by a reputable firm or company as of a date within three (3) days prior to the Closing Date showing no financing statements, liens or encumbrances on the Subject Assets except for Temporary Encumbrances (as defined in Section 2.11), and original, executed UCC termination statements in a form acceptable to Purchaser and acceptable for filing for any Temporary Encumbrances statements not yet terminated; (vvi) an opinion of Seller's counsel in the form attached as Schedule 3.01(a)(vi) (upon which the lenders under the Chase Commitment and the Natwest Commitment will be entitled to Sellers rely) with respect to the due authorization, execution and Founder covering delivery of the matters set forth on Exhibit E in form reasonably satisfactory --------- to Purchaser; (vi) compliance certificates of each Transaction Documents by Seller and Founder, as described in Section 9.3, dated Seller's Affiliates and the Closing Date, as to the fulfillment enforceability of the conditions set forth in Sections 9.1 Transaction Documents against Seller and 9.2; Seller's Affiliates; (vii) written consents of all third parties required by any and all agreements or documents to which any Seller, is a party and by which the Subject Assets are bound in order to consummate the transactions contemplated hereby; Patent Assignment; (viii) certifications of all partners of SSDC duly a receipt for the Purchase Price in the form attached as Exhibit 3.01(a)(viii) or in such other form as agreed to in writing by Seller and legally authorizing execution and performance of this Agreement. Buyer; (ix) certified copies of any resolutions by Seller's and Seller's Affiliates' boards of the Board directors, or any other necessary corporate actions of Directors of GP Seller and DMC and certified votes of the stockholders of GP and DMC duly and legally Seller's Affiliates, authorizing the execution and performance of this Agreement; , the Transaction Documents and the consummation of the transactions contemplated thereby; (x) subject the Trademark Assignment; (xi) assignments for the United States and Canadian Trademarks in a form suitable for filing with the (b) Buyer will deliver to Section 9.19Seller or Seller's Affiliates, releases duly executed, the following: (i) a certified copy of employees Buyer's by-laws; (ii) a certificate by a Vice-President of Buyer, in a form reasonably acceptable to Seller, to the effect that, to the Knowledge of Buyer, the warranties and representations set forth in Article V of this Agreement are true and correct in all material respects, and that all representations and warranties set forth in Article V of this Agreement that are qualified as to materiality are true in all respects, as of the Closing; (iii) a short-form certificate of good standing and certificate of incorporation of Buyer, in each case certified by the Secretary of State of the State of Delaware as of a date no more than 5 Business Days prior to the Closing Date; (iv) an opinion of Buyer's counsel in the form attached as Schedule 3.01(b)(iv) with respect to the due authorization, execution and delivery of the Transaction Documents by Buyer and the enforceability of the Transaction Documents against Buyer; (v) the Purchase Price, delivered as described in Section 5.6; 2.02; (xivi) subject to Section 9.19, acknowledgments of CORE's policies from each Continuing Employee a receipt for the Acquired Assets in the form attached as described Exhibit 3.01(b)(vi) or in Section 5.6; (xii) subject to Section 9.19, Non-Competition Agreements as described in Section 9.13; (xiii) all such other documents, assignments form as agreed to in writing by Seller and other instruments as, in the opinion Buyer; (vii) certified copies of Purchaserany resolutions by Buyer's counsel, are necessary to vest in Purchaser title to the Subject Assets to be transferred to it pursuant to this Agreement; and (xiv) all other documents, endorsements, assignments, instruments, writings and other items required to be delivered by Sellers and Founder at or prior to the Closing pursuant to this Agreement or otherwise required or reasonably requested in connection herewith. (b) At the Closing, Purchaser will deliver or cause to be delivered to Seller, the following: (i) The Cash Purchase Price in cashboard of directors, or certified check; (ii) an opinion any other necessary corporate actions of counsel to Purchaser Buyer and CORE covering the matters set forth on Exhibit F in form reasonably satisfactory --------- to Seller,; (iii) a compliance certificate of the Purchaser and CORE as described in Section 8.3its Affiliates, dated the Closing Date, as to the fulfillment of the conditions set forth in Sections 8.1 and 8.2; (iv) certified resolutions of the Board of Directors of Purchaser and CORE duly and legally authorizing the execution and performance of this Agreement and ancillary agreements; and (v) CORE's guaranty of Purchaser's obligations under this Agreement Agreement, the Transaction Documents and the ancillary agreementsconsummation of the transactions contemplated thereby; and and (viviii) all such other documentsdocuments as are, endorsementsin the reasonable opinion of counsel for Seller and Buyer, assignments, instruments, writings and other items required necessary or advisable to be delivered by Purchaser or CORE at or prior transfer the Assumed Liabilities to the Closing pursuant to this Agreement or otherwise required or reasonably requested in connection herewithBuyer. (c) CORE, Purchaser, Founder Seller or Seller's Affiliates and Sellers shall execute, Buyer concurrently will duly execute and deliver the following to each other : (i) a certificate of its Secretary or an Employment Agreement between Purchaser and Founder Assistant Secretary as to the incumbency of all officers executing documents in connection with the form attached as Exhibit G Transaction Documents; (ii) the "Dolenga Employment --------- Transitional Supply Agreement"). All instruments, agreements, certificates and other documents delivered at Closing or otherwise delivered pursuant to this Agreement other than this Agreement shall be referred to as ; (iii) the "Ancillary Documents".Assumption Agreement; (iv) the Patent License Agreement;