Common use of Buyer’s Deliveries at Closing Clause in Contracts

Buyer’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the Sellers, the Buyer shall deliver to the Sellers the following, each of which shall be in a form reasonably acceptable to the Sellers (the "Buyer's Closing Documents"): (a) Stock certificates legended as provided herein representing the shares of Buyer's Class A Common Stock included in the Purchase Price. (b) The Instruments of Assignment and Assumption duly executed by the Buyer. (c) A "lock-up" agreement of Gary Valinoti, Chief Executive Officer of the Buyer, in which he agrexx xxx xx xxxl 50% of all shares of the Buyer owned by him (including any shares purchasable by him under currently exercisable, in the money options or warrants owned by him) as of the Closing Date for a period of six (6) months thereafter. (d) Resignations of each of the Management Stockholders covering their position as directors and executives of the Buyer but not their positions with JAG Media LLC. (e) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, the Buyer's Closing Documents and of all of the other documents to be executed and performed by the Buyer in connection with the Contemplated Transaction. (f) The duly executed opinion of the Buyer's counsel, dated as of the Closing Date and addressed to the Sellers ("Buyer's Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit D and subject to the standard exceptions set forth in Buyer's Opinion. In rendering Buyer's Opinion, Buyer's counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Buyer. (g) Such other certificates, instruments and documents as the Sellers and the Sellers' counsel reasonably deem necessary or desirable to consummate the Contemplated Transaction, including without limitation evidence of the Buyer having taken all steps required to be taken by it prior to or at Closing under Article VI and Article VII hereof.

Buyer’s Deliveries at Closing. At the Closing and Closing, unless otherwise waived in writing by previously delivered, Buyer and/or the Sellers, the Buyer relevant Designated Buyers shall deliver to the Sellers the followingAlpha Natural Resources or ReorgCo, each of which shall be in a form reasonably acceptable to the Sellers (the "Buyer's Closing Documents"):as applicable: (a) Stock certificates legended as provided herein representing the shares of Buyer's Class A Buyer Purchase Price Common Stock included in the Purchase Price.Stock; (b) The Instruments of Assignment and Assumption duly executed by the Buyer.Buyer Warrants; (c) A "lock-up" agreement of Gary Valinoti, Chief Executive Officer of the Buyer, in which he agrexx xxx xx xxxl 50% of all shares of the Buyer owned by him (including any shares purchasable by him under currently exercisable, in the money options or warrants owned by him) as of the Closing Date for a period of six (6) months thereafter.Takeback Paper; (d) Resignations of each of the Management Stockholders covering their position as directors and executives of the Buyer but not their positions with JAG Media LLC.GUC Distribution Note; (e) Certified copies the General Assignments and Bills of any resolutions required to Sale for the Purchased Assets duly authorize and approve executed by Buyer and/or the Contemplated Transaction and the execution, performance and delivery of this Agreement, the Buyer's Closing Documents and of all of the other documents to be executed and performed by the Buyer in connection with the Contemplated Transaction.relevant Designated Buyers; (f) The the Lease Assignment and Assumption Agreements to Buyer for the Assumed Leases and Purchased Leased Real Property duly executed opinion by Buyer and/or the relevant Designated Buyers; (g) the Contracts Assignment and Assumption Agreements for the Assumed Contracts duly executed by Buyer and/or the relevant Designated Buyers; (h) the Permit Transfer Agreements duly executed by Buyer and/or the relevant Designated Buyers; (i) the IP Assignment Agreements duly executed by Buyer and/or the relevant Designated Buyers; (j) the Transition Services Agreement, duly executed by Buyer and/or the relevant Designated Buyers; (k) to the extent not previously delivered, binding commitments from sureties sufficient to provide the Scheduled Bonding (it being understood that failure to deliver any such commitments shall not be considered a breach of this Agreement but any such failure to so deliver shall be a failure of the Buyer's counselcondition set forth in ‎Section 10.03(a)) (l) a copy of the Confirmation Order entered by the Bankruptcy Court; (m) a certificate, dated as of the Closing Date and addressed signed by the Chief Executive Officer or Chief Financial Officer of Buyer pursuant to the Sellers ("Buyer's Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit D and subject to the standard exceptions set forth in Buyer's Opinion. In rendering Buyer's Opinion, Buyer's counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Buyer.‎Section 10.03(c) hereof; (gn) Such the Workers Compensation and Black Lung Benefits Administration Agreement, duly executed by Buyer and/or the relevant Designated Buyers; and (o) all other certificates, instruments and documents as the Sellers and the Sellers' counsel reasonably deem necessary or desirable to consummate the Contemplated Transaction, including without limitation evidence of the Buyer having taken all steps required to be taken delivered by it Buyer and/or the relevant Designated Buyers on or prior to or at the Closing under Article VI and Article VII hereofDate pursuant to this Agreement.

Buyer’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the Sellers, the Buyer shall deliver to the Sellers Seller: (a) a confirmed bank transfer in the followingamount of $60,000,000 (CDN); (b) the Founder’s Shares; (c) the Verbiski Shares; (d) confirmation satisfactory to the Seller and his counsel that the Seller shall upon Closing be entitled to nominate two (2) Board Members for aggregate successive terms of not less than 6 years each, each provided that at such time that the Seller has disposed of 50% of his Initial Shareholding, the Seller’s right hereunder shall be reduced to one Board Seat and provided further that at such time as the Seller has disposed of 80% of his Initial Shareholding, the Seller shall have no further entitlement as of right to nominate any members of the board of directors of the Buyer, but provided always that nothing in this Agreement shall in any case preclude the Seller and/or his nominees from thereafter presenting themselves as candidates to be elected to the board of directors of the Buyer and to sit and hold office as a member or members of the board of directors of the Buyer if so elected; (e) the Buyer’s agreement to cause the Company and VBHC to observe, perform and fulfill the VBNC Agreement, and to cause the Company and VBHC to observe, perform and fulfill the LNRLP Agreement and to cause VBHC to observe, perform and fulfill its obligations as general partner thereunder and to indemnify and hold harmless the Seller in respect of any breach thereof; (f) the Buyer’s agreement to pay the Additional Purchase Price provided for in Article 7; and (g) such certificates and opinions of counsel to the Buyer as may be reasonably requested by the Seller’s counsel in connection with the transactions contemplated by this Agreement, which agreements, certificates and opinions shall be in a form reasonably acceptable and substance satisfactory to the Sellers (the "Buyer's Closing Documents"): (a) Stock certificates legended as provided herein representing the shares of Buyer's Class A Common Stock included in the Purchase PriceSeller’s counsel. (b) The Instruments of Assignment and Assumption duly executed by the Buyer. (c) A "lock-up" agreement of Gary Valinoti, Chief Executive Officer of the Buyer, in which he agrexx xxx xx xxxl 50% of all shares of the Buyer owned by him (including any shares purchasable by him under currently exercisable, in the money options or warrants owned by him) as of the Closing Date for a period of six (6) months thereafter. (d) Resignations of each of the Management Stockholders covering their position as directors and executives of the Buyer but not their positions with JAG Media LLC. (e) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, the Buyer's Closing Documents and of all of the other documents to be executed and performed by the Buyer in connection with the Contemplated Transaction. (f) The duly executed opinion of the Buyer's counsel, dated as of the Closing Date and addressed to the Sellers ("Buyer's Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit D and subject to the standard exceptions set forth in Buyer's Opinion. In rendering Buyer's Opinion, Buyer's counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Buyer. (g) Such other certificates, instruments and documents as the Sellers and the Sellers' counsel reasonably deem necessary or desirable to consummate the Contemplated Transaction, including without limitation evidence of the Buyer having taken all steps required to be taken by it prior to or at Closing under Article VI and Article VII hereof.

Buyer’s Deliveries at Closing. At the Closing and unless otherwise waived Closing, in writing by the Sellersaddition to any other documents specifically required to be delivered pursuant to this Agreement, the Buyer shall deliver or cause to the Sellers the following, each of which shall be in a form reasonably acceptable delivered to the Sellers (the "Buyer's Closing Documents"):Seller: (a) Stock certificates legended as provided herein representing Payment of the shares Cash Amount determined pursuant to Article 2 of Buyer's Class A Common Stock included in the Purchase Price.this Agreement; (b) The Instruments Certificates representing the Buyer Shares in accordance with Section 2.1 of Assignment this Agreement and Assumption duly executed in such specific denominations as requested by Seller prior to the Buyer.Closing; (c) A "lock-up" agreement An Instrument of Gary Valinoti, Chief Executive Officer of the Buyer, in which he agrexx xxx xx xxxl 50% of all shares of the Buyer owned by him (including any shares purchasable by him under currently exercisable, Assumption in the money options or warrants owned form attached to this Agreement as Exhibit I by him) which Buyer shall assume, effective as of the Closing Date for a period of six (6) months thereafter.Closing, and thereafter pay, perform and discharge the Assumed Liabilities; (d) Resignations of each A Certificate of the Management Stockholders covering their position as directors and executives Secretary of the Buyer but not their positions with JAG Media LLC. (e) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, the Buyer's Closing Documents and of all of the other documents to be executed and performed by the Buyer in connection with the Contemplated Transaction. (f) The duly executed opinion of the Buyer's counsel, dated as of the Closing Date certifying (i) the resolutions of the Directors of Buyer authorizing and addressed approving this Agreement and the transactions contemplated by this Agreement, including the designation of the terms of the Buyer Preferred, and (ii) that, except for the Certificate of Designations of the terms of Buyer Preferred, as described on Exhibit A to this Agreement, the Sellers Articles of Incorporation and the By-laws of Buyer, as previously delivered to Seller, have not been amended or rescinded; ("e) The opinion of counsel for Buyer's Opinion"), in form and substance as set forth dated the Closing Date, in the form annexed attached to this Agreement as Exhibit D J; (f) An Assignment and subject Assumption of Contracts in the form attached to the standard exceptions set forth in Buyer's Opinion. In rendering Buyer's Opinion, Buyer's counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Buyer.this Agreement as Exhibit E; (g) Such other certificatesA Patent Assignment in the form attached to this Agreement as Exhibit F; (i) Assignments of Leases substantially in the form attached to this Agreement as Exhibit H; (j) A Copyright Assignment in the form attached to this Agreement as Exhibit K; (k) The resale or exemption certificates for Inventory and exempt machinery and equipment as required under Section 9.2(b) of this Agreement; (l) A Registration Rights Agreement in the form attached to this Agreement as Exhibit L; and (m) A receipt, instruments and documents as executed by Buyer, acknowledging the Sellers and the Sellers' counsel reasonably deem necessary or desirable to consummate the Contemplated Transaction, including without limitation evidence receipt of the documents by which the Seller sells, conveys, assigns, transfers and delivers to Buyer having taken all steps required to be taken by it prior to or at Closing under Article VI and Article VII hereofthe Acquired Assets.

Buyer’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by Closing, Buyer shall deliver, or cause to be delivered, to the Sellers, ' Representative the Buyer shall deliver to the Sellers the following, each of which shall be in a form reasonably acceptable to the Sellers (the "Buyer's Closing Documents"):following items: (a) Stock certificates legended as provided herein representing a certified or cashier's check in, or evidence of the shares credit to any bank account of Buyer's Class A Common Stock included in Seller at the Purchase Price.Bank of, an amount equal to the applicable Seller Pro Rata Portion receivable by each Seller, or the first installment of such Seller Pro Rata Portion, with respect to any Seller who has made an effective Installment Election; (b) The Instruments of Assignment and Assumption duly executed a good standing certificate for Buyer issued by the Buyer.Secretary of State of the State of Delaware, and dated not more than 15 Business Days prior to the Closing Date; (c) A "lock-up" agreement of Gary Valinoti, Chief Executive Officer a copy of the Buyer, in which he agrexx xxx xx xxxl 50% certificate of all shares incorporation of the Buyer owned by him (including any shares purchasable by him under currently exercisable, in the money options or warrants owned by him) certified as of the Closing Date for a period by the Secretary or any Assistant Secretary of six (6) months thereafter.Buyer; (d) Resignations of each a copy of the Management Stockholders covering their position as directors and executives bylaws of the Buyer but not their positions with JAG Media LLC. (e) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, the Buyer's Closing Documents and of all of the other documents to be executed and performed by the Buyer in connection with the Contemplated Transaction. (f) The duly executed opinion of the Buyer's counsel, dated certified as of the Closing Date by the Secretary or any Assistant Secretary of Buyer; (e) copies of resolutions of the board of directors of Buyer authorizing and addressed to approving this Agreement and the Sellers consummation of the transactions contemplated hereby, certified as of the Closing Date by the Secretary or any Assistant Secretary of Buyer; ("Buyer's Opinion"), in form f) a certificate of the President or any Vice President and substance as the Secretary or any Assistant Secretary of Buyer dated the Closing Date certifying that: (i) all of the representations and warranties of Buyer set forth in the form annexed to this Agreement are true and correct with the same force and effect as Exhibit D if all of such representations and subject warranties were made at the Closing Date; and (ii) Buyer has performed or complied with all of the covenants and obligations to be performed or complied with by Buyer under the terms of this Agreement on or prior to the standard exceptions set forth in Buyer's Opinion. In rendering Buyer's Opinion, Buyer's counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Buyer.Closing Date; (g) Such copies of each of the regulatory approvals necessary to consummate the transactions contemplated herein; and (h) such other certificates, instruments and documents as the Sellers and the Sellers' counsel Representative shall reasonably deem necessary or desirable to consummate the Contemplated Transaction, including without limitation evidence of the Buyer having taken all steps required to be taken by it prior to or at Closing under Article VI and Article VII hereofrequest.

Buyer’s Deliveries at Closing. At On the Closing terms and unless otherwise waived subject to the conditions set forth in writing by this Agreement, at the SellersClosing, Buyers will, and Buyer Guarantor will cause Buyers to, deliver or cause to be delivered to Sellers and/or the Escrow Agent (where specified below), the Buyer shall deliver to the Sellers the following, each of which shall be in a form reasonably acceptable to the Sellers (the "Buyer's Closing Documents"):: (a) Stock certificates legended as provided herein representing (i) the shares Initial Escrow Amount and the Special Indemnity Escrow Amount (to be delivered to the Escrow Agent) in accordance with Section 2.5(b)(i) (Payment of Buyer's Class A Common Stock included in Purchase Price; Escrow Amount) and (ii) the Purchase Price in accordance with Section 2.5(b)(ii) (Payment of Purchase Price.; Escrow Amount); (b) The Instruments (i) one or more Bills of Assignment Sale, Assignment, and Assumption Agreements and (ii) one or more IP Assignment Agreements, collectively effecting the transactions contemplated by Sections 2.2(b) and 2.2(c) (Purchase and Sale of DIIG Equity Interests, DQ Valuation Assets, and Luxco IP Assets) and Section 2.3 (Assumption of Liabilities), each duly executed by the Buyer.Buyers and/or their designated Subsidiaries; (ci) A "lock-up" agreement of Gary Valinoti, Chief Executive Officer of the Buyer, in which he agrexx xxx xx xxxl 50% of all shares of the Buyer owned Transition Services Agreement, duly executed by him Buyers and/or their designated Subsidiaries, and (including any shares purchasable ii) the Seller Transition Services Agreement, duly executed by him under currently exercisable, in the money options or warrants owned by him) as of the Closing Date for a period of six (6) months thereafter.Buyers and/or their designated Subsidiaries; (d) Resignations of each of (i) the Management Stockholders covering Patent License Agreement, duly executed by Buyers and/or their position as directors applicable Subsidiaries, and executives of (ii) the Buyer but not Master Services and License Agreement, duly executed by Buyers and/or their positions with JAG Media LLC.designated Subsidiaries; (e) Certified copies of any resolutions required the Escrow Agreement (to duly authorize and approve the Contemplated Transaction be delivered to both Sellers and the execution, performance and delivery of this Agreement, the Buyer's Closing Documents and of all of the other documents to be executed and performed by the Buyer in connection with the Contemplated Transaction.Escrow Agent); and (f) The duly executed opinion of the Buyer's counsela certificate, dated as of the Closing Date and addressed Date, signed by appropriate representatives of Buyers to the Sellers effect that the conditions in Sections 6.3(a) and 6.3(b) ("Buyer's Opinion"Conditions Precedent to Sellers' Obligation to Close) have been satisfied. Each document of transfer or assumption referred to in this ARTICLE II (or in any related definition set forth in ARTICLE I (Definitions; Usage)) that is not attached as an Exhibit will be in customary form, and will be reasonably satisfactory in form and substance as set forth in the form annexed to this Agreement as Exhibit D and subject to the standard exceptions set forth in Buyer's Opinion. In rendering Buyer's Opinion, Buyer's counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Buyerparties hereto. (g) Such other certificates, instruments and documents as the Sellers and the Sellers' counsel reasonably deem necessary or desirable to consummate the Contemplated Transaction, including without limitation evidence of the Buyer having taken all steps required to be taken by it prior to or at Closing under Article VI and Article VII hereof.

Buyer’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the SellersClosing, the Buyer shall deliver deliver, or cause to be delivered, to Bancorp the Sellers the following, each of which shall be in a form reasonably acceptable to the Sellers (the "Buyer's Closing Documents"):following items: (a) evidence of the delivery by Buyer or its agents to the Paying Agent of the aggregate amount of the Merger Consideration for payment to the holders of Bancorp Common Stock certificates legended as provided herein representing the shares of Buyer's Class A Common Stock included in the Purchase Price.this Agreement; (b) The Instruments good standing certificates for each of Assignment Buyer, MHC and Assumption duly executed MergerSub issued by the Buyer.OTS in the case of Buyer and MHC, and by the Secretary of State of the State of Delaware in the case of MergerSub, each dated not more than fifteen (15) Business Days prior to the Closing Date; (c) A "lock-up" agreement of Gary Valinoti, Chief Executive Officer a copy of the Buyer, in which he agrexx xxx xx xxxl 50% charter of all shares Buyer and MHC and the certificate of the Buyer owned by him incorporation of MergerSub certified not more than fifteen (including any shares purchasable by him under currently exercisable, in the money options or warrants owned by him15) as of Business Days prior to the Closing Date for a period by the OTS in the case of six (6) months thereafterBuyer and MHC, and by the Secretary of State of the State of Delaware in the case of MergerSub. (d) Resignations a certificate of the Secretary of each of Buyer, MHC and MergerSub dated the Closing Date certifying (i) a copy of the bylaws of such corporation; and (ii) copies of resolutions of the board of directors of each such corporation and by MHC as the sole stockholder of Buyer authorizing and approving this Agreement and the Reorganization, and by Buyer as the sole stockholder of MergerSub; (e) a certificate of the President of Buyer, MHC and MergerSub dated the Closing Date certifying that, to his Knowledge: (i) there have been no further amendments to the charter and certificate of incorporation delivered pursuant to subsection (c) of this Section; (ii) all of the representations and warranties of each of Buyer, MHC and MergerSub set forth in this Agreement comply with the requirements set forth in Section 8.2(a) hereof as of the Closing Date; and (iii) each of Buyer, MHC and MergerSub has performed or complied, in all material respects, with all of the covenants and obligations to be performed or complied with by each of Buyer and MergerSub, under the terms of this Agreement on or prior to the Closing Date; (f) copies of each of the Management Stockholders covering their position Regulatory Approvals; (g) such documents as directors and executives shall be necessary to evidence the assumption by Buyer of the Buyer but not their positions obligations of Bancorp under the Indenture, the Trust Agreement and the Guarantee Agreement, together with JAG Media LLC.any other documents that shall be required to be delivered under the Indenture, Trust Agreement or Guarantee Agreement to ensure that the Subordinated Debentures remain outstanding and the Trust Preferred Securities issued pursuant to the Trust Agreement remain issued and outstanding and are eligible to be traded in the secondary market in accordance with Section 6.1(c) hereof; (eh) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, the Buyer's Closing Documents and of all of the other documents to be executed and performed by the Buyer in connection with the Contemplated Transaction. (f) The duly executed a legal opinion of the Buyer's counsel, dated Barack Ferrazzano Kirschbaum Perlman & Nagelberg, substantially in the forx xxx xxxxx xx Xxxxxxx X xxxxto xxx xxxxx as of the Closing Date and addressed to the Sellers ("Buyer's Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit D and subject to the standard exceptions set forth in Buyer's Opinion. In rendering Buyer's Opinion, Buyer's counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Buyer.Effective Time; and (gi) Such such other certificates, instruments and documents as the Sellers and the Sellers' Bancorp or its counsel shall reasonably deem necessary or desirable to consummate the Contemplated Transaction, including without limitation evidence of the Buyer having taken all steps required to be taken by it prior to or at Closing under Article VI and Article VII hereofrequest.

Buyer’s Deliveries at Closing. At the Closing, and as a condition to such Closing and (unless otherwise waived in writing by the Sellerssole discretion of Sole Shareholder), the Buyer shall deliver or cause to be delivered to Sellers: (a) The payments of Cash to Sellers and Escrow Agent, respectively under Section 1.5.1 (a) and (b). (b) Documents and instruments evidencing the issuance of stock referenced in Section 1.5.1(c). (c) A certificate of good standing for Buyer issued by the Delaware Secretary of State no earlier than 5 days prior to the Sellers the followingClosing Date. (d) The Real Estate Purchase Agreement, each executed by Buyer. (e) The Subscription Agreement executed by Parent. (f) By-laws of which shall be Buyer in a form reasonably acceptable to Sellers, which By-laws will include a provision appointing Axxxxxxx to the Sellers (the "Buyer's Closing Documents"): (a) Stock certificates legended as provided herein representing the shares board of Buyer's Class A Common Stock included in the Purchase Price. (b) The Instruments of Assignment and Assumption duly executed by the Buyer. (cg) A "lock-up" agreement of Gary ValinotiThe Employment Agreement, Chief Executive Officer of the executed by Buyer, in which he agrexx xxx xx xxxl 50% of all shares of the Buyer owned by him (including any shares purchasable by him under currently exercisable, in the money options or warrants owned by him) as of the Closing Date for a period of six (6) months thereafter. (dh) Resignations of each of The Escrow Agreement, executed by Buyer and the Management Stockholders covering their position as directors and executives of the Buyer but not their positions with JAG Media LLCEscrow Agent. (ei) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, the A certificate from Buyer's Closing Documents and of all of the other documents to be executed and performed by the Buyer in connection with the Contemplated Transaction. (f) The duly executed opinion of the Buyer's counsel, dated as of the Closing Date and addressed to the Sellers ("Buyer's Opinion")Date, in form reasonably satisfactory to Sole Shareholder and substance as set forth in duly executed by an officer of Buyer, certifying that (i) all necessary corporate action on the form annexed part of Buyer has been taken to authorize or ratify this Agreement as Exhibit D and subject to authorize the consummation of the Transaction, and (ii) attached to the standard exceptions set forth in Buyer's Opinion. In rendering Buyer's Opinion, Buyer's counsel may rely upon certificates of governmental officials certificate are true and may place reasonable reliance upon certificates complete copies of the Buyerresolutions of the governing body of Buyer authorizing the execution, delivery and performance of this Agreement and any Transaction Documents to which it is a party by Buyer and the consummation of the transactions contemplated hereby and thereby. (gj) A certificate from Buyer, dated as of the Closing Date, confirming the truth and correctness of all of the representations and warranties of Buyer as contained herein as of the Closing Date and as of all times between the Effective Date and the Closing Date, and confirming that all agreements, covenants and undertakings of Buyer contained herein and to be performed or fulfilled prior to Closing have been so performed or fulfilled. (k) Such other certificates, documents and instruments and documents as Sole Shareholder may reasonably request for the Sellers and purpose of evidencing or facilitating the Sellers' counsel reasonably deem necessary or desirable to consummate the Contemplated Transaction, including without limitation evidence consummation of the Buyer having taken all steps required to be taken by it prior to or at Closing under Article VI and Article VII hereofTransaction.

Buyer’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the Sellers, the Buyer shall deliver to the Sellers the following, each of which shall be in a form reasonably acceptable to the Sellers (the "Buyer's Closing Documents"): (a) Stock certificates legended as provided herein representing the shares of Buyer's Class A Common Stock included in the Purchase Price. (b) The Instruments of Assignment and Assumption duly executed by the Buyer. (c) A "lock-up" agreement of Gary Valinoti, Chief Executive Officer of the Buyer, in which he agrexx axxxxx xxx xx xxxl sell 50% of all shares of the Buyer owned by him (including any shares purchasable by him under currently exercisable, in the money options or warrants owned by him) as of the Closing Date for a period of six (6) months thereafter. (d) Resignations of each of the Management Stockholders covering their position as directors and executives of the Buyer but not their positions with JAG Media LLC. (e) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, the Buyer's Closing Documents and of all of the other documents to be executed and performed by the Buyer in connection with the Contemplated Transaction. (f) The duly executed opinion of the Buyer's counsel, dated as of the Closing Date and addressed to the Sellers ("Buyer's Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit D and subject to the standard exceptions set forth in Buyer's Opinion. In rendering Buyer's Opinion, Buyer's counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Buyer. (g) Such other certificates, instruments and documents as the Sellers and the Sellers' counsel reasonably deem necessary or desirable to consummate the Contemplated Transaction, including without limitation evidence of the Buyer having taken all steps required to be taken by it prior to or at Closing under Article VI and Article VII hereof.

Buyer’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the SellersClosing, the Buyer shall deliver or cause to be delivered to Sellers the Purchase Price against delivery of the items specified in Section 1.4.2. Specifically, with regard to the Sellers the following, each of which shall Shares to be in a form reasonably acceptable to the Sellers (the "Buyer's Closing Documents"):issued: (a) Stock certificates legended Seller understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller’s representations as provided herein representing expressed herein. Seller understands that the shares Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, Seller must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Seller acknowledges that Buyer has no obligation to register or qualify the Shares for resale. Seller further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of Buyer's Class A Common Stock included in sale, the Purchase Priceholding period for the Shares, and on requirements relating to Buyer which are outside of Seller’s control, and which Buyer is under no obligation and may not be able to satisfy. (b) The Instruments Seller further understands that the Shares and any securities issued in respect of Assignment and Assumption duly executed by or in exchange for the BuyerShares, will bear the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. (c) A "lock-up" agreement of Gary Valinoti, Chief Executive Officer of the Buyer, in which he agrexx xxx xx xxxl 50% of all shares of the Buyer owned by him (including any shares purchasable by him under currently exercisable, in the money options or warrants owned by him) as of the Closing Date for a period of six (6) months thereafter. (d) Resignations of each of the Management Stockholders covering their position as directors and executives of the Buyer but not their positions with JAG Media LLC. (e) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, the Buyer's Closing Documents and of all of the other documents to be executed and performed by the Buyer in connection with the Contemplated Transaction. (f) The duly executed opinion of the Buyer's counsel, dated as of the Closing Date and addressed to the Sellers ("Buyer's Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit D and subject to the standard exceptions set forth in Buyer's Opinion. In rendering Buyer's Opinion, Buyer's counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Buyer. (g) Such other certificates, instruments and documents as the Sellers and the Sellers' counsel reasonably deem necessary or desirable to consummate the Contemplated Transaction, including without limitation evidence of the Buyer having taken all steps required to be taken by it prior to or at Closing under Article VI and Article VII hereof.”

Buyer’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the Sellers, the Buyer shall deliver to the Sellers the following, each of which shall be in a form reasonably acceptable to the Sellers (the "Buyer's Closing Documents"): (a) Stock certificates legended as provided herein representing the shares of Buyer's Class A Common Stock included in the Purchase Price. (b) The Instruments of Assignment and Assumption duly executed by the Buyer. (c) A "lock-up" agreement of Gary Valinoti, Chief Executive Officer of the Buyer, in which he agrexx xxx whxxx xx xxxl xxxxxx not to sell 50% of all shares of the Buyer owned by him (including any shares purchasable by him under currently exercisable, in the money options or warrants owned by him) as of the Closing Date for a period of six (6) months thereafter. (d) Resignations of each of the Management Stockholders covering their position as directors and executives of the Buyer but not their positions with JAG Media LLC. (e) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, the Buyer's Closing Documents and of all of the other documents to be executed and performed by the Buyer in connection with the Contemplated Transaction. (f) The duly executed opinion of the Buyer's counsel, dated as of the Closing Date and addressed to the Sellers ("Buyer's Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit D and subject to the standard exceptions set forth in Buyer's Opinion. In rendering Buyer's Opinion, Buyer's counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Buyer. (g) Such other certificates, instruments and documents as the Sellers and the Sellers' counsel reasonably deem necessary or desirable to consummate the Contemplated Transaction, including without limitation evidence of the Buyer having taken all steps required to be taken by it prior to or at Closing under Article VI and Article VII hereof.

Buyer’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the SellersClosing, the Buyer shall deliver deliver, or cause to be delivered, to Seller the Sellers the following, each of which shall be in a form reasonably acceptable to the Sellers (the "Buyer's Closing Documents"):following items: (a) Stock certificates legended as provided herein representing for the shares of Buyer's Class A Common Stock included to be delivered in satisfaction of the Purchase Price.; (b) The Instruments cash payments, subject to the following limits, to reimburse Seller for professional fees actually incurred by Seller in connection with the Acquisition of: (i) up to $6,500 for legal costs incurred for the negotiation and review of Assignment this Agreement and Assumption duly executed related to the dissolution of Seller after the Closing; and (ii) up to $1,500 for professional tax advice and fees associated with the Acquisition, the preparation of Seller's final tax return and the dissolution of Seller, provided, however, that such reimbursable expenses shall be subject to Buyer's final review and approval and shall be itemized and accompanied by the Buyer.such further documentation as Buyer may reasonably request; (c) A "lock-up" agreement of Gary Valinoti, Chief Executive Officer a copy of the Buyer, in which he agrexx xxx xx xxxl 50% articles of all shares incorporation of the Buyer owned by him (including any shares purchasable by him under currently exercisable, in the money options or warrants owned by him) certified as of the Closing Date for a period by the President or Secretary of six (6) months thereafter.Buyer; (d) Resignations of each a copy of the Management Stockholders covering their position as directors and executives bylaws of the Buyer but not their positions with JAG Media LLC. (e) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, the Buyer's Closing Documents and of all of the other documents to be executed and performed by the Buyer in connection with the Contemplated Transaction. (f) The duly executed opinion of the Buyer's counsel, dated certified as of the Closing Date by the President or Secretary of Buyer; (e) copies of resolutions of the board of directors of Buyer authorizing and addressed to approving this Agreement and the Sellers consummation of the Acquisition, certified as of the Closing Date by the President or Secretary of Buyer; ("Buyer's Opinion"), in form f) a certificate of the President of Buyer dated the Closing Date certifying that: (i) all of the representations and substance as warranties of Buyer set forth in the form annexed to this Agreement are true and correct with the same force and effect as Exhibit D if all of such representations and subject warranties were made at the Closing Date; and (ii) Buyer has performed or complied with all of the covenants and obligations to be performed or complied with by Buyer under the terms of this Agreement on or prior to the standard exceptions set forth in Buyer's Opinion. In rendering Buyer's Opinion, Buyer's counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Buyer.Closing Date; and (g) Such such other certificates, instruments and documents as the Sellers and the Sellers' Seller or its counsel shall reasonably deem necessary or desirable to consummate the Contemplated Transaction, including without limitation evidence of the Buyer having taken all steps required to be taken by it prior to or at Closing under Article VI and Article VII hereofrequest.

Buyer’s Deliveries at Closing. At the Closing and Closing, unless otherwise waived in writing by previously delivered, Buyer and/or the Sellers, the Buyer relevant Designated Buyers shall deliver to the Sellers the followingAlpha Natural Resources or ReorgCo, each of which shall be in a form reasonably acceptable to the Sellers (the "Buyer's Closing Documents"):as applicable: (a) Stock certificates legended as provided herein representing the shares of Buyer's Class A Buyer Purchase Price Common Stock included in the Purchase Price.Stock; (b) The Instruments of Assignment and Assumption duly executed by the Buyer.Buyer Warrants; (c) A "lock-up" agreement of Gary Valinoti, Chief Executive Officer of the Buyer, in which he agrexx xxx xx xxxl 50% of all shares of the Buyer owned by him (including any shares purchasable by him under currently exercisable, in the money options or warrants owned by him) as of the Closing Date for a period of six (6) months thereafter.Takeback Paper; (d) Resignations of each of the Management Stockholders covering their position as directors and executives of the Buyer but not their positions with JAG Media LLC.GUC Distribution Note; (e) Certified copies the General Assignments and Bills of any resolutions required to Sale for the Purchased Assets duly authorize and approve executed by Buyer and/or the Contemplated Transaction and the execution, performance and delivery of this Agreement, the Buyer's Closing Documents and of all of the other documents to be executed and performed by the Buyer in connection with the Contemplated Transaction.relevant Designated Buyers; (f) The the Lease Assignment and Assumption Agreements to Buyer for the Assumed Leases and Purchased Leased Real Property duly executed opinion by Buyer and/or the relevant Designated Buyers; (g) the Contracts Assignment and Assumption Agreements for the Assumed Contracts duly executed by Buyer and/or the relevant Designated Buyers; (h) the Permit Transfer Agreements duly executed by Buyer and/or the relevant Designated Buyers; (i) the IP Assignment Agreements duly executed by Buyer and/or the relevant Designated Buyers; (j) the Transition Services Agreement, duly executed by Buyer and/or the relevant Designated Buyers; (k) to the extent not previously delivered, binding commitments from sureties sufficient to provide the Scheduled Bonding (it being understood that failure to deliver any such commitments shall not be considered a breach of this Agreement but any such failure to so deliver shall be a failure of the Buyer's counselcondition set forth in Section 10.03(a)) (l) a copy of the Confirmation Order entered by the Bankruptcy Court; (m) a certificate, dated as of the Closing Date and addressed signed by the Chief Executive Officer or Chief Financial Officer of Buyer pursuant to the Sellers ("Buyer's Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit D and subject to the standard exceptions set forth in Buyer's Opinion. In rendering Buyer's Opinion, Buyer's counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Buyer.Section 10.03(c) hereof; (gn) Such the Workers Compensation and Black Lung Benefits Administration Agreement, duly executed by Buyer and/or the relevant Designated Buyers; and (o) all other certificates, instruments and documents as the Sellers and the Sellers' counsel reasonably deem necessary or desirable to consummate the Contemplated Transaction, including without limitation evidence of the Buyer having taken all steps required to be taken delivered by it Buyer and/or the relevant Designated Buyers on or prior to or at the Closing under Article VI and Article VII hereofDate pursuant to this Agreement.