Common use of Closing Closing Deliveries Clause in Contracts

Closing Closing Deliveries. 2.12.1. Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing, Buyer shall deliver to the Company all of the following: (a) a copy of the certificate of incorporation or comparable organizational document of Buyer, certified as of a recent date by the Secretary of State of the State of Delaware and a copy of the certificate of incorporation of Merger Sub, certified as of a recent date by the Secretary of State of the State of Delaware; (b) a certificate of good standing of Buyer, issued as of a recent date by the Secretary of State of the State of Delaware and a certificate of good standing of Merger Sub, issued as of a recent date by the Secretary of State of the State of Delaware; (c) a certificate of the Secretary or an Assistant Secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to the Company, certifying as to, and certifying the absence of any amendments since a specified date to, (i) the certificate of incorporation or comparable organizational document of Buyer and the certificate of incorporation of Merger Sub, (ii) the bylaws or comparable organizational document of Buyer and the bylaws of Merger Sub, (iii) the resolutions of the board of directors or other governing body of Buyer and the resolutions of the board of directors of Merger Sub authorizing the execution and performance of this Agreement and the consummation of the transactions contemplated hereby and (iv) the written consent of Buyer in its capacity as the sole stockholder of Merger Sub adopting this Agreement in accordance with Section 251 of the DGCL; (d) all consents, waivers or approvals obtained by Buyer with respect to the consummation of the transactions contemplated by this Agreement; and (e) the certificates, agreements and other documents contemplated by Section 6.1. 2.12.2. Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing, the Company shall deliver to Buyer all of the following: (a) a copy of the Amended and Restated Certificate of Incorporation of the Company (the “Company Charter”), certified as of a recent date by the Secretary of State of the State of Delaware; (b) a certificate of good standing of the Company, issued as of a recent date by the Secretary of State of the State of Delaware; (c) a certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying as to, and certifying the absence of any amendments since a specified date to, (i) the Company Charter, (ii) the bylaws of the Company, (iii) the resolutions of the board of directors of the Company authorizing the execution and performance of this Agreement and the transactions contemplated hereby and (iv) the Stockholder Consent; (d) the consents, waivers and approvals, as applicable, in respect of the Consented Leases; and (e) the certificates, agreements and other documents contemplated by Section 6.2. 2.12.3. Unless this Agreement is earlier terminated pursuant to Section 7.1 hereof, the closing of the transactions contemplated by this Agreement (the “Closing”) will take place on the date that is three (3) Business Days following the satisfaction or waiver of the conditions set forth in Article VI (except for those conditions which by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions), at the offices of Irell & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000 (provided that any Party may participate in the Closing by the remote or electronic exchange of documents), unless another place or time is agreed to in writing by Buyer, the Company and the Holder Representative; provided, however, that, notwithstanding the satisfaction or waiver of the conditions set forth in Article VI (except for those conditions which by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions), if the Incremental Term Facility Marketing Period has not ended at such time, then Buyer and Merger Sub shall not be required to effect the Closing until the earliest of (subject to the continued satisfaction or waiver of the conditions set forth in Article VI at such time) (a) any Business Day before or during the Incremental Term Facility Marketing Period as may be specified by Buyer on no less than two (2) Business Days’ prior written notice to the Company (it being understood that such date may be conditioned upon the simultaneous completion of the Debt Financing) and (b) the first (1st) Business Day after the final day of the Incremental Term Facility Marketing

Closing Closing Deliveries. 2.12.1. Subject (a) The closing (the “Closing”) of the consummation of the Transactions, unless another date or place is agreed to fulfillment by the Parties, shall take place at the offices of DLA Piper US LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, three (3) Business Days after the satisfaction or waiver (to the extent the same may be waived) of the conditions set forth in Article VI, at ARTICLE VII or such other date as Buyer and the Stockholders’ Representative may mutually determine (such date on which the Closing is consummated being referred to herein as the “Closing Date”). (b) At the Closing, Buyer the Company and the Stockholders’ Representative shall deliver to the Company all of the followingBuyer: (ai) counterparts of the Certificate of Merger, duly executed by the Company; (ii) counterparts of the Escrow Agreement, duly executed by the Stockholders’ Representative and the Company; (iii) a copy of the certificate each Organizational Document of incorporation or comparable organizational document of Buyer, each Acquired Entity certified as of a recent date complete and correct by the Secretary of State secretary of the State of Delaware and a copy of the certificate of incorporation of Merger Sub, certified as of a recent date by the Secretary of State of the State of DelawareCompany; (biv) a certificate of good standing of Buyerincorporation, issued as of a recent date by the Secretary of State of the State of Delaware or its equivalent, and a certificate certificate(s) of good standing and/or existence of Merger Subeach Acquired Entity, issued as of a recent date applicable, certified by the Secretary of State an appropriate authority of the State Governmental Authority issuing such certificate in the jurisdiction of Delawaresuch Acquired Entity’s creation, formation, or organization and in any other jurisdiction where such Acquired Entity is qualified to do business; (cv) a certificate of the Secretary Company, executed by the secretary of the Company, certifying as true and correct the following with respect to the Company: the certificate of incorporation; by-laws; and resolutions authorizing the Transactions and the execution, delivery and performance of this Agreement and the other documents contemplated hereby by the Company; (vi) a counterpart of each General Release, duly executed by each Stockholder; (vii) a certificate, duly completed and executed by the Company, certifying that the Company is not a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code; (viii) an executed letter agreement among Sanlo, Cortland Holding and Cortec Management III, L.L.C. terminating, other than with respect to indemnification provisions that by their terms survive termination of, the Management Advisory Agreements as of the Closing Date and confirming that no amounts or obligations are due or owed from the Company and the Subsidiaries to Cortec Management III, L.L.C. or any of its Affiliates, in form and substance satisfactory to the Buyer; (ix) a W-9 (or UK equivalent thereof) for each Stockholder who is an Assistant Secretary employee of Buyerthe Company or any Subsidiary and a Federal Employer Identification Number for each Stockholder that is an entity; (x) one or more payoff letters, dated drafts of which shall have been delivered to the Buyer at least two (2) Business Days prior to the Closing Date, executed by the lenders, capital lease lessors (but not operating lease lessors), or other financing sources of the Acquired Entity Indebtedness (A) setting forth all amounts (including principal and accrued but unpaid interest) necessary to be paid to repay in full any such indebtedness through the Closing Date (in the aggregate, the “Funded Indebtedness”) and (B) providing that, upon payment in full of such amounts, all obligations with respect to the Acquired Entity Indebtedness owed to such lender, lessor, or other financing source will be satisfied and released, each in form and substance reasonably satisfactory to the Company, certifying as to, and certifying the absence of any amendments since a specified date to, (i) the certificate of incorporation or comparable organizational document of Buyer and the certificate of incorporation of Merger Sub, (ii) the bylaws or comparable organizational document of Buyer and the bylaws of Merger Sub, (iii) the resolutions of the board of directors or other governing body of Buyer and the resolutions of the board of directors of Merger Sub authorizing the execution and performance of this Agreement and the consummation of the transactions contemplated hereby and (iv) the written consent of Buyer in its capacity as the sole stockholder of Merger Sub adopting this Agreement in accordance with Section 251 of the DGCL; (d) all consents, waivers or approvals obtained by Buyer with respect to the consummation of the transactions contemplated by this AgreementBuyer; and (exi) a written statement of the certificates, agreements Stockholders’ Representative setting forth all amounts to be paid to pay in full the Transaction Costs incurred by the Acquired Entities and other documents contemplated by Section 6.1the Persons to whom such amounts are payable. 2.12.2. Subject to fulfillment or waiver of the conditions set forth in Article VI, at (c) At the Closing, the Company shall deliver to Buyer all of the followingand Acquisition Sub: (ai) a copy of shall deliver, after confirmation from the Amended and Restated Certificate of Incorporation of the Company (the “Company Charter”), certified as of a recent date by the Delaware Secretary of State of the State effectiveness of Delawarethe Certificate of Merger: (A) the Estimated Closing Consideration, payable in accordance with Sections 2.1, 2.2 and 2.4; (bB) on behalf of the Acquired Entities, an aggregate amount equal to the Funded Indebtedness to the Persons named in the payoff letters delivered pursuant to Section 1.6(b)(x); provided, that, in the case of any Funded Indebtedness relating to Capital Lease Obligations, only to the extent the Buyer elects to pay off such Funded Indebtedness; (C) on behalf of the Acquired Entities, an aggregate amount equal to the Transaction Costs to the Persons named in the written statement of the Stockholders’ Representative delivered pursuant to Section 1.6(b)(xi); (D) on behalf of the Acquired Entities, an aggregate amount equal to the Sale Bonus Obligations to the persons named in Schedule 1.6(c)(i)(D), subject to reduction for any required withholding Taxes; and (E) the Escrow Amount to the Escrow Agent; (ii) a counterpart of the Escrow Agreement, duly executed by the Buyer; (iii) certificate(s) of good standing and/or existence of each of Buyer and Acquisition Sub, as applicable, certified by an appropriate authority of the Governmental Authority issuing such certificate in their respective jurisdiction(s) of creation, formation, or organization and in any other jurisdiction where Buyer or Acquisition Sub, as applicable, is qualified to do business; (iv) a certificate of good standing of the CompanyBuyer, issued as of a recent date duly executed by the Secretary secretary of State of the State of Delaware; (c) a certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying as to, true and certifying correct the absence following with respect to Buyer: the certificate or articles of any amendments since a specified date to, incorporation (i) the Company Charter, (ii) the bylaws of the Company, (iii) the or its equivalent); by-laws; and resolutions of the board of directors of the Company Buyer authorizing the execution Transactions and the execution, delivery and performance of this Agreement and the transactions other documents contemplated hereby and (iv) by the Stockholder ConsentBuyer, as applicable; (dv) a certificate of Acquisition Sub, duly executed by the consentssecretary of Acquisition Sub, waivers certifying as true and approvalscorrect the following with respect to Acquisition Sub: the certificate or articles of incorporation (or its equivalent); by-laws; and resolutions of the sole stockholder and board of directors of Acquisition Sub authorizing the Transactions and the execution, delivery and performance of this Agreement and the other documents contemplated hereby by Acquisition Sub, as applicable, in respect of the Consented Leases; and (evi) the certificatesa counterpart of each General Release, agreements and other documents contemplated by Section 6.2. 2.12.3. Unless this Agreement is earlier terminated delivered pursuant to Section 7.1 hereof, the closing of the transactions contemplated by this Agreement (the “Closing”1.6(b)(vi) will take place on the date that is three (3) Business Days following the satisfaction or waiver of the conditions set forth in Article VI (except for those conditions which by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions), at the offices of Irell & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000 (provided that any Party may participate in the Closing duly executed by the remote or electronic exchange of documents), unless another place or time is agreed to in writing by Buyer, the Company and the Holder Representative; provided, however, that, notwithstanding the satisfaction or waiver of the conditions set forth in Article VI (except for those conditions which by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions), if the Incremental Term Facility Marketing Period has not ended at such time, then Buyer and Merger Sub shall not be required to effect the Closing until the earliest of (subject to the continued satisfaction or waiver of the conditions set forth in Article VI at such time) (a) any Business Day before or during the Incremental Term Facility Marketing Period as may be specified by Buyer on no less than two (2) Business Days’ prior written notice to the Company (it being understood that such date may be conditioned upon the simultaneous completion of the Debt Financing) and (b) the first (1st) Business Day after the final day of the Incremental Term Facility Marketing.

Closing Closing Deliveries. 2.12.1. Subject to fulfillment (a) The closing (the “Closing”) of the Transactions shall take place remotely by the electronic exchange of documents and signatures as soon as practicable after the satisfaction or waiver (to the extent the same may be waived) of the conditions set forth in Article VI, at ARTICLE VII or such other date as Buyer and the Stockholders’ Representative may mutually determine (such date on which the Closing is consummated being referred to herein as the “Closing Date”). (b) At the Closing, Buyer the Company and the Stockholders’ Representative shall deliver to the Company all of the followingBuyer: (a) a copy of the certificate of incorporation or comparable organizational document of Buyer, certified as of a recent date by the Secretary of State of the State of Delaware and a copy of the certificate of incorporation of Merger Sub, certified as of a recent date by the Secretary of State of the State of Delaware; (bi) a certificate of good standing of Buyerincorporation, issued as of a recent date by the Secretary of State of the State of Delaware or its equivalent, and a certificate certificate(s) of good standing and/or existence of Merger Subeach Acquired Entity, issued as of a recent date applicable, certified by the Secretary of State an appropriate authority of the State Governmental Authority issuing such certificate in the jurisdiction of Delawaresuch Acquired Entity’s creation, formation, or organization and in any other jurisdiction where such Acquired Entity is qualified to do business; (cii) a certificate of the Secretary or an Assistant Secretary Company, executed by the secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to the Company, certifying as to, true and certifying correct the absence of any amendments since a specified date to, (i) following with respect to the Company: the certificate of incorporation or comparable organizational document of Buyer incorporation; by-laws; and resolutions authorizing the Transactions and the certificate of incorporation of Merger Subexecution, (ii) the bylaws or comparable organizational document of Buyer and the bylaws of Merger Sub, (iii) the resolutions of the board of directors or other governing body of Buyer and the resolutions of the board of directors of Merger Sub authorizing the execution delivery and performance of this Agreement and the consummation other documents contemplated hereby by the Company; (iii) a counterpart of the transactions contemplated hereby and General Release, duly executed by the Stockholders’ Representative, on behalf of the Stockholders; (iv) counterparts of the written consent Escrow Agreement, duly executed by the Stockholders’ Representative and the Escrow Agent; (v) a properly executed Foreign Investment in Real Property Tax of Buyer in its capacity as 1980 notification letter which states that shares of Company Common Stock do not constitute “United States real property interests” under Section 897(c) of the sole stockholder Code for purposes of Merger Sub adopting this Agreement satisfying Buyer’s obligations under Treasury Regulation Section 1.1445-2(c)(3) and a form of notice to the Internal Revenue Service prepared in accordance with the requirements of Treasury Regulation Section 251 of the DGCL1.897-2(h)(2), each in form and substance reasonably acceptable to Buyer; (dvi) one or more payoff letters executed by the parties thereto (the “Payoff Letters”), final drafts of which shall have been delivered to the Buyer at least one (1) day prior to the Closing Date, executed by the lenders, capital lease lessors (but not operating lease lessors), or other Financing Sources of the Acquired Entity Indebtedness (A) setting forth all consentsamounts (including principal and accrued but unpaid interest) necessary to be paid to repay in full any such indebtedness through the Closing Date and (B) providing that, waivers or approvals obtained by Buyer upon payment in full of such amounts, all obligations with respect to the consummation Acquired Entity Indebtedness owed to such lender, lessor, or other financing source will be satisfied and released in full; (vii) a written statement of the transactions contemplated by this AgreementStockholders’ Representative setting forth all amounts to be paid to pay in full the Transaction Costs and the Persons to whom such amounts are payable; and (eviii) one or more disks (or other mutually agreed upon form of electronic data storage medium) that contain copies of the certificatesentire contents, agreements and other documents contemplated as of the date of this Agreement, of the data room maintained by Section 6.1Xxxxxxx Corporation for the Transactions (the “Data Room Disk”). 2.12.2. Subject to fulfillment or waiver of the conditions set forth in Article VI, at (c) At the Closing, the Company Buyer and Acquisition Sub shall deliver to Buyer all of the followingCompany and the Stockholders’ Representative (or directly to the Stockholders, if so directed by the Stockholders’ Representative) or the other applicable party: (ai) a copy of the Amended Closing Consideration, as adjusted by and Restated Certificate of Incorporation of paid in accordance with the Company (Funds Flow Memorandum, to the “Company Charter”), certified as of a recent date by the Secretary of State of the State of DelawareStockholders in accordance with Sections 2.1 and 2.2; (bii) a certificate on behalf of the Acquired Entities, an aggregate amount equal to the Acquired Entity Indebtedness to the Persons named in the Payoff Letters delivered pursuant to Section 1.6(b); (iii) on behalf of the Acquired Entities, an aggregate amount equal to the Transaction Costs (other than the Sale Bonus Obligations) to the Persons named in the written statement of the Stockholders’ Representative delivered pursuant to Section 1.6(b); (iv) on behalf of the Acquired Entities, an aggregate amount equal to the Sale Bonus Obligations to the Persons named in Schedule 1.6(c); (v) the Escrow Holdback Amount and the Working Capital Escrow Amount to the Escrow Agent; (vi) the Certificate of Merger, duly executed by Acquisition Sub; (vii) certificate(s) of good standing and/or existence of each of the CompanyBuyer and Acquisition Sub, issued as of a recent date applicable, certified by the Secretary of State an appropriate authority of the State Governmental Authority issuing such certificate in their respective jurisdiction(s) of Delawarecreation, formation, or organization and in any other jurisdiction where the Buyer or Acquisition Sub, as applicable, is qualified to do business; (cviii) a certificate of the Secretary or an Assistant Secretary Buyer, duly executed by the secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying as to, true and certifying correct the absence following with respect to the Buyer: the certificate or articles of any amendments since a specified date to, incorporation (i) the Company Charter, (ii) the bylaws of the Company, (iii) the or its equivalent); by-laws; and resolutions of the board of directors of the Company authorizing the execution Transactions and the execution, delivery and performance of this Agreement and the transactions other documents contemplated hereby and (iv) by the Stockholder ConsentBuyer; (dix) a certificate of Acquisition Sub, duly executed by the consentssecretary of Acquisition Sub, waivers certifying as true and approvalscorrect the following with respect to Acquisition Sub: the certificate or articles of incorporation (or its equivalent); by-laws; and resolutions authorizing the Transactions and the execution, as applicable, in respect delivery and performance of this Agreement and the other documents contemplated hereby by Acquisition Sub; (x) a counterpart of the Consented LeasesGeneral Release, duly executed by the Buyer; and (exi) the certificates, agreements and other documents contemplated by Section 6.2. 2.12.3. Unless this Agreement is earlier terminated pursuant to Section 7.1 hereof, the closing a counterpart of the transactions contemplated by this Agreement (the “Closing”) will take place on the date that is three (3) Business Days following the satisfaction or waiver of the conditions set forth in Article VI (except for those conditions which by their nature are to be satisfied at ClosingEscrow Agreement, but subject to the satisfaction or waiver of those conditions), at the offices of Irell & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000 (provided that any Party may participate in the Closing duly executed by the remote or electronic exchange of documents), unless another place or time is agreed to in writing by Buyer, the Company and the Holder Representative; provided, however, that, notwithstanding the satisfaction or waiver of the conditions set forth in Article VI (except for those conditions which by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions), if the Incremental Term Facility Marketing Period has not ended at such time, then Buyer and Merger Sub shall not be required to effect the Closing until the earliest of (subject to the continued satisfaction or waiver of the conditions set forth in Article VI at such time) (a) any Business Day before or during the Incremental Term Facility Marketing Period as may be specified by Buyer on no less than two (2) Business Days’ prior written notice to the Company (it being understood that such date may be conditioned upon the simultaneous completion of the Debt Financing) and (b) the first (1st) Business Day after the final day of the Incremental Term Facility Marketing.

Closing Closing Deliveries. 2.12.1. (a) The closing of the transactions contemplated by this Agreement (the "Closing") and all actions specified in this Agreement to occur at the Closing shall take place at the offices of Sidley & Austin, One First National Plaza, Chicago, Illinois, at 10:00 a.m., local time, no later than the fifth business day following the day on which the last of the conditions set forth in Article VI shall have been fulfilled or waived (if permissible) or at such other time and place as Parent and the Company shall agree (the date of the Closing is referred to herein as the "Closing Date"). (b) Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing, Buyer Closing Parent shall deliver to the Company all of the following: (ai) a copy of the certificate of incorporation or comparable organizational document of Buyer, certified as of a recent date by the Secretary of State of the State of Delaware and a copy of the certificate of incorporation of Merger Sub, certified as of a recent date by the Secretary of State of the State of Delaware; (b) a certificate of good standing of Buyer, issued as of a recent date by the Secretary of State of the State of Delaware and a certificate of good standing of Merger Sub, issued as of a recent date by the Secretary of State of the State of Delaware; (c) a certificate of the Secretary or an Assistant Secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to the Company, certifying as to, and certifying the absence of any amendments since a specified date to, (i) the certificate of incorporation or comparable organizational document of Buyer and the certificate of incorporation of Merger Sub, (ii) the bylaws or comparable organizational document of Buyer and the bylaws of Merger Sub, (iii) the resolutions of the board of directors or other governing body of Buyer and the resolutions of the board of directors of Merger Sub authorizing the execution and performance of this Agreement and the consummation of the transactions contemplated hereby and (iv) the written consent of Buyer in its capacity as the sole stockholder of Merger Sub adopting this Agreement in accordance with Section 251 of the DGCL; (d) all consents, waivers or approvals obtained by Buyer with respect to the consummation of the transactions contemplated by this Agreement; and (e) the certificates, agreements and other documents contemplated by Section 6.1. 2.12.2. Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing, the Company shall deliver to Buyer all of the following: (a) a copy of the Amended and Restated Certificate of Incorporation of the Company Parent (the “Company "Parent Charter”"), certified as of a recent date by the Secretary of State of the State of Delaware; (bii) a certificate of good standing of the CompanyParent, issued as of a recent date by the Secretary of State of the State of Delaware; (ciii) a certificate of the Secretary or an Assistant Secretary of the CompanyParent, dated as of the Closing Date, in form and substance reasonably satisfactory to Buyerthe Company, certifying as to, and certifying to (A) no amendments to the absence of any amendments Parent Charter since a specified date to, date; (iB) the Company Charter, Bylaws of Parent (ii) the bylaws of the Company, "Parent Bylaws"); (iiiC) the resolutions of the board Board of directors Directors of the Company Parent; authorizing the execution and performance of this Agreement and the transactions contemplated hereby herein; (D) the resolutions of the stockholders of Parent approving the Share Issuance (as hereinafter defined); and (E) the incumbency and signatures of the officers of Parent executing this Agreement; (iv) the Stockholder Consentcertificates contemplated by Section 6.2(a), duly executed by the Chief Executive Officer and the Chief Financial Officer of Parent; (dv) the all consents, waivers and approvals, as applicable, in or approvals obtained by Parent with respect of to the Consented Leases; and (e) the certificates, agreements and other documents contemplated by Section 6.2. 2.12.3. Unless this Agreement is earlier terminated pursuant to Section 7.1 hereof, the closing consummation of the transactions contemplated by this Agreement; and (vi) the Registration Rights Agreement (the “Closing”as hereinafter defined), duly executed by Parent. (c) will take place on the date that is three (3) Business Days following the satisfaction Subject to fulfillment or waiver of the conditions set forth in Article VI (except for those conditions which by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions)VI, at the offices of Irell & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000 (provided that any Party may participate in the Closing by the remote or electronic exchange of documents), unless another place or time is agreed to in writing by Buyer, the Company and the Holder Representative; provided, however, that, notwithstanding the satisfaction or waiver of the conditions set forth in Article VI (except for those conditions which by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions), if the Incremental Term Facility Marketing Period has not ended at such time, then Buyer and Merger Sub shall not be required to effect the Closing until the earliest of (subject to the continued satisfaction or waiver of the conditions set forth in Article VI at such time) (a) any Business Day before or during the Incremental Term Facility Marketing Period as may be specified by Buyer on no less than two (2) Business Days’ prior written notice deliver to the Company (it being understood that such date may be conditioned upon the simultaneous completion all of the Debt Financingfollowing: (i) a copy of the Certificate of Incorporation of Sub certified as of a recent date by the Secretary of State of the State of Delaware; (ii) a certificate of good standing of Sub, issued as of a recent date by the Secretary of State of the State of Delaware; and (iii) a certificate of the Secretary or an Assistant Secretary of Sub, dated as of the Closing Date, in form and substance reasonably satisfactory to the Company, as to (A) no amendments to the Certificate of Incorporation of Sub since a specified date; (B) the Bylaws of Sub; (C) the resolutions of the Board of Directors of Sub authorizing the execution and performance of this Agreement and the transactions contemplated herein and the written consent of Parent in its capacity as sole stockholder of Sub adopting this Agreement in accordance with Section 251 of the DGCL; and (bD) the first (1st) Business Day after the final day incumbency and signatures of the Incremental Term Facility Marketingofficers of Sub executing this Agreement.

Closing Closing Deliveries. 2.12.1The closing of the transactions contemplated by this Agreement (the "Closing") and all actions specified in this Agreement to occur at the Closing shall take place at the offices of Sidley & Austin, Bank Xxx Xxxxx, 00 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, at 10:00 a.m., local time, no later than the second business day following the day on which the last of the conditions set forth in Article VI shall have been fulfilled or waived (if permissible) or at such other time and place as Parent and the Company shall agree (the date of the Closing is referred to herein as the "Closing Date"). Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing, Buyer Closing Parent shall deliver to the Company all of the following: (a) : a copy of the certificate of incorporation or comparable organizational document of Buyer, certified as of a recent date by the Secretary of State of the State of Delaware and a copy of the certificate of incorporation of Merger Sub, certified as of a recent date by the Secretary of State of the State of Delaware; (b) a certificate of good standing of Buyer, issued as of a recent date by the Secretary of State of the State of Delaware and a certificate of good standing of Merger Sub, issued as of a recent date by the Secretary of State of the State of Delaware; (c) a certificate of the Secretary or an Assistant Secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to the Company, certifying as to, and certifying the absence of any amendments since a specified date to, (i) the certificate of incorporation or comparable organizational document of Buyer and the certificate of incorporation of Merger Sub, (ii) the bylaws or comparable organizational document of Buyer and the bylaws of Merger Sub, (iii) the resolutions of the board of directors or other governing body of Buyer and the resolutions of the board of directors of Merger Sub authorizing the execution and performance of this Agreement and the consummation of the transactions contemplated hereby and (iv) the written consent of Buyer in its capacity as the sole stockholder of Merger Sub adopting this Agreement in accordance with Section 251 of the DGCL; (d) all consents, waivers or approvals obtained by Buyer with respect to the consummation of the transactions contemplated by this Agreement; and (e) the certificates, agreements and other documents contemplated by Section 6.1. 2.12.2. Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing, the Company shall deliver to Buyer all of the following: (a) a copy of the Amended and Restated Certificate of Incorporation of the Company Parent (the “Company "Parent Charter”"), certified as of a recent date by the Secretary of State of the State of Delaware; ; a certificate of good standing of Parent, issued as of a recent date by the Secretary of State of the State of Delaware; a certificate of the Secretary or an Assistant Secretary of Parent, dated the Closing Date, in form and substance reasonably satisfactory to the Company, as to (a) no amendments to the Parent Charter since a specified date, (b) the By-laws of Parent, (c) the resolutions of the Board of Directors of Parent authorizing the execution and performance of this Agreement and the transactions contemplated herein, and (d) the incumbency and signatures of the officers of Parent executing this Agreement and any other agreement or certificate executed by Parent in connection with the Closing; the certificate contemplated by Section 6.2(a); all consents, waivers or approvals obtained by Parent with respect to the consummation of the transactions contemplated by this Agreement. Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing Sub shall deliver to the Company all of the following: a copy of the Certificate of Incorporation of Sub certified as of a recent date by the Secretary of the State of Georgia; a certificate of good standing of Sub, issued as of a recent date by the Secretary of State of the State of Georgia; and a certificate of the Secretary or an Assistant Secretary of Sub, dated the Effective Date, in form and substance reasonably satisfactory to the Company, as to (a) no amendments to the Certificate of Incorporation of Sub since a specified date, (b) the By-laws of Sub, (c) the resolutions of the Board of Directors of Sub authorizing the execution and performance of this Agreement and the transactions contemplated herein and the written consent of Parent in its capacity as sole stockholder of Sub adopting this Agreement in accordance with Section 14-2-1103 of the GBCC, and (d) the incumbency and signatures of the officers of Sub executing this Agreement and any other agreement or certificate executed by Sub in connection with the Closing. Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing the Company shall deliver to Parent all of the following: a copy of the Company Charter certified as of a recent date by the Secretary of State of the State of Georgia; a certificate of good standing of the Company, issued as of a recent date by the Secretary of State of the State of Delaware; (c) a Georgia; certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Effective Date, in form and substance reasonably satisfactory to BuyerParent, certifying as to, and certifying to (i) no amendments to the absence of any amendments Company Charter since a specified date to, (i) the Company Charterdate, (ii) the bylaws By-laws of the Company, (iii) the resolutions of the board Board of directors Directors of the Company authorizing the execution and performance of this Agreement and the transactions contemplated hereby herein and the resolutions of the stockholders of the Company approving and adopting this Agreement in accordance with Section 14-2-1103 of the GBCC, and (iv) the Stockholder Consent; (d) incumbency and signatures of the officers of the Company executing this Agreement and any Company Ancillary Agreement; all consents, waivers and approvals, as applicable, in or approvals obtained by the Company with respect of to the Consented Leases; and (e) the certificates, agreements and other documents contemplated by Section 6.2. 2.12.3. Unless this Agreement is earlier terminated pursuant to Section 7.1 hereof, the closing consummation of the transactions contemplated by this Agreement (Agreement; and the “Closing”) will take place on the date that is three (3) Business Days following the satisfaction or waiver of the conditions set forth in Article VI (except for those conditions which certificates contemplated by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditionsSections 6.3(a), at the offices of Irell & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000 (provided that any Party may participate in the Closing by the remote or electronic exchange of documents6.3(b), unless another place or time is agreed to in writing by Buyer, the Company and the Holder Representative; provided, however, that, notwithstanding the satisfaction or waiver of the conditions set forth in Article VI (except for those conditions which by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions6.3(f), if the Incremental Term Facility Marketing Period has not ended at such time6.3(g), then Buyer and Merger Sub shall not be required to effect the Closing until the earliest of (subject to the continued satisfaction or waiver of the conditions set forth in Article VI at such time) (a) any Business Day before or during the Incremental Term Facility Marketing Period as may be specified by Buyer on no less than two (2) Business Days’ prior written notice to the Company (it being understood that such date may be conditioned upon the simultaneous completion of the Debt Financing6.3(h) and (b) the first (1st) Business Day after the final day of the Incremental Term Facility Marketing6.3(i).

Closing Closing Deliveries. 2.12.1. Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing, Buyer shall deliver to the Company all of the following: (a) a copy of The closing (the certificate of incorporation or comparable organizational document of Buyer, certified as of a recent date by the Secretary of State of the State of Delaware and a copy of the certificate of incorporation of Merger Sub, certified as of a recent date by the Secretary of State of the State of Delaware; (b"Closing") a certificate of good standing of Buyer, issued as of a recent date by the Secretary of State of the State of Delaware and a certificate of good standing of Merger Sub, issued as of a recent date by the Secretary of State of the State of Delaware; (c) a certificate of the Secretary or an Assistant Secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to the Company, certifying as to, and certifying the absence of any amendments since a specified date to, (i) the certificate of incorporation or comparable organizational document of Buyer and the certificate of incorporation of Merger Sub, (ii) the bylaws or comparable organizational document of Buyer and the bylaws of Merger Sub, (iii) the resolutions of the board of directors or other governing body of Buyer and the resolutions of the board of directors of Merger Sub authorizing the execution and performance of this Agreement and the consummation of the transactions contemplated hereby and (iv) the written consent of Buyer in its capacity as the sole stockholder of Merger Sub adopting this Agreement in accordance with Section 251 of the DGCL; (d) all consents, waivers or approvals obtained by Buyer with respect to for the consummation of the transactions contemplated by this Agreement; and , unless another date or place is agreed to by the parties, shall take place at the offices of O'Sullivan Graev & Karabell, LLP, 30 Rockefeller Plaza, New York, New Xxxx 00000, as soon as practicable xxxxx xxx xxxxxxxxxxxx xx xxxxxx (exx xxx xxxxnt the same may be waived) the certificates, agreements and other documents contemplated by Section 6.1. 2.12.2. Subject to fulfillment or waiver of the conditions set forth in Article VISection 7 (such date on which the Closing is consummated being referred to herein as the "Closing Date"). (b) At the Closing, at Holding, the Company and the Shareholders shall deliver to the Buyer: (i) counterparts of the Escrow Agreement among the Buyer, the Company and the Shareholders' Representative in substantially the form of the draft attached hereto as EXHIBIT B (the "Escrow Agreement"), duly executed by the Shareholders' Representative; (ii) counterparts of the Employment Agreement Amendments, duly executed by each of Messrs. Hartman, Makowski, Kamin and Regan; (iii) original stock certificates xxxxxsentixx xxl of the Shares, with duly executed stock powers; (iv) certified copies of the resolutions of Holding's board of directors approving this Agreement, all other agreements and documents contemplated hereby and the consummation of the transactions contemplated hereby; (v) an officer's certificate certifying Holding's Charter, Holding's By-laws and the incumbency of each officer executing this Agreement or any agreement or instrument contemplated hereby; and (vi) certificates of the Secretaries of State (or other applicable office) in which Holding and the Company are organized and qualified to do business, dated as of the Closing Date (or as close thereto as reasonably practicable), certifying as to the good standing and non-delinquent status of such entity. (c) At the Closing, the Company Buyer shall deliver to Buyer all of the followingShareholders: (ai) a copy counterparts of the Amended and Restated Certificate of Incorporation of the Company (the “Company Charter”)Escrow Agreement, certified as of a recent date duly executed by the Secretary of State of the State of DelawareBuyer and Holding; (b) a certificate of good standing of the Company, issued as of a recent date by the Secretary of State of the State of Delaware; (c) a certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying as to, and certifying the absence of any amendments since a specified date to, (i) the Company Charter, (ii) the bylaws certified copies of the Company, (iii) the resolutions of the board of directors of the Company Buyer authorizing and approving this Agreement, all other agreements and instruments contemplated hereby to be entered into by the execution Buyer and performance the consummation of this Agreement and the transactions contemplated hereby and (iv) the Stockholder Consenthereby; (diii) the consents, waivers and approvals, as applicable, in respect an officer's certificate of the Consented LeasesBuyer certifying its certificates of incorporation, by-laws and the incumbency of each officer executing this Agreement or any agreement or instrument contemplated hereby; and (eiv) the certificates, agreements and other documents contemplated by Section 6.2. 2.12.3. Unless this Agreement is earlier terminated pursuant to Section 7.1 hereof, the closing certificates of the transactions contemplated by this Agreement Secretaries of State (or other applicable office) in which the “Closing”) will take place on the date that Buyer is three (3) Business Days following the satisfaction or waiver organized, dated as of the conditions set forth in Article VI Closing Date (except for those conditions which by their nature are to be satisfied at Closingor as close thereto as reasonably practicable), but subject certifying as to the satisfaction or waiver good standing and non-delinquent status of those conditions), at the offices of Irell & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000 (provided that any Party may participate in the Closing by the remote or electronic exchange of documents), unless another place or time is agreed to in writing by Buyer, the Company and the Holder Representative; provided, however, that, notwithstanding the satisfaction or waiver of the conditions set forth in Article VI (except for those conditions which by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions), if the Incremental Term Facility Marketing Period has not ended at such time, then Buyer and Merger Sub shall not be required to effect the Closing until the earliest of (subject to the continued satisfaction or waiver of the conditions set forth in Article VI at such time) (a) any Business Day before or during the Incremental Term Facility Marketing Period as may be specified by Buyer on no less than two (2) Business Days’ prior written notice to the Company (it being understood that such date may be conditioned upon the simultaneous completion of the Debt Financing) and (b) the first (1st) Business Day after the final day of the Incremental Term Facility Marketingentity.

Closing Closing Deliveries. 2.12.1. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) and all actions specified in this Agreement to occur at the Closing shall take place at the offices of Sidley Xxxxxx Xxxxx & Xxxx LLP, Bank One Plaza, 00 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, at 10:00 a.m., local time, no later than the second business day following the day on which the last of the conditions set forth in Article VI shall have been fulfilled or waived (if permissible) or at such other time and place as Parent and the Company shall agree. (b) Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing, Buyer Closing Parent shall deliver to the Company all of the following: (ai) a copy of the certificate of incorporation or comparable organizational document of Buyer, certified as of a recent date by the Secretary of State of the State of Delaware and a copy of the certificate of incorporation of Merger Sub, certified as of a recent date by the Secretary of State of the State of Delaware; (b) a certificate of good standing of Buyer, issued as of a recent date by the Secretary of State of the State of Delaware and a certificate of good standing of Merger Sub, issued as of a recent date by the Secretary of State of the State of Delaware; (c) a certificate of the Secretary or an Assistant Secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to the Company, certifying as to, and certifying the absence of any amendments since a specified date to, (i) the certificate of incorporation or comparable organizational document of Buyer and the certificate of incorporation of Merger Sub, (ii) the bylaws or comparable organizational document of Buyer and the bylaws of Merger Sub, (iii) the resolutions of the board of directors or other governing body of Buyer and the resolutions of the board of directors of Merger Sub authorizing the execution and performance of this Agreement and the consummation of the transactions contemplated hereby and (iv) the written consent of Buyer in its capacity as the sole stockholder of Merger Sub adopting this Agreement in accordance with Section 251 of the DGCL; (d) all consents, waivers or approvals obtained by Buyer with respect to the consummation of the transactions contemplated by this Agreement; and (e) the certificates, agreements and other documents contemplated by Section 6.1. 2.12.2. Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing, the Company shall deliver to Buyer all of the following: (a) a copy of the Amended and Restated Certificate of Incorporation Incorporation, as amended, of the Company Parent (the “Company Parent Charter”), certified as of a recent date by the Secretary of State of the State of Delaware; (bii) a certificate of good standing of Parent, issued as of a recent date by the Secretary of State of the State of Delaware; and (iii) a certificate of the Secretary or an Assistant Secretary of Parent, dated the Closing Date, in form and substance reasonably satisfactory to the Company, as to (A) no amendments to the Parent Charter since a specified date; (B) the resolutions of the Board of Directors of Parent authorizing the execution and performance of this Agreement and the transactions contemplated herein and (C) the incumbency and signatures of the officers of Parent executing this Agreement. (c) Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing Sub shall deliver to the Company all of the following: (i) a copy of the Certificate of Incorporation of Sub, certified as of a recent date by the Secretary of State of the State of Delaware; (ii) a certificate of good standing of Sub, issued as of a recent date by the Secretary of State of the State of Delaware; and (iii) a certificate of the Secretary or an Assistant Secretary of Sub, dated the Closing Date, in form and substance reasonably satisfactory to the Company, as to (A) no amendments to the Certificate of Incorporation of Sub since a specified date, (B) the Bylaws of Sub, (C) the resolutions of the Board of Directors of Sub authorizing the execution and performance of this Agreement and the transactions contemplated herein, (D) the written consent of Parent in its capacity as sole stockholder of Sub approving and adopting this Agreement in accordance with Section 251 of the DGCL and (E) the incumbency and signatures of the officers of Sub executing this Agreement and any other agreement or certificate executed by Sub in connection with the Closing. (d) Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing the Company shall deliver to Parent all of the following: (i) a copy of the Certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware; (ii) a certificate of good standing of the Company, issued as of a recent date by the Secretary of State of the State of Delaware; (ciii) a certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to BuyerParent, certifying as to, and certifying to (A) no amendments to the absence of any amendments Company Charter since a specified date todate, (iB) the Bylaws of the Company Charter(the “Company Bylaws”), (ii) the bylaws of the Company, (iiiC) the resolutions of the board Board of directors Directors of the Company authorizing the execution and performance of this Agreement and the transactions contemplated hereby herein, (D) the resolutions of the stockholders of the Company approving and adopting this Agreement in accordance with Section 251 of the DGCL and (E) the incumbency and signatures of the officers of the Company executing this Agreement, and (E) the number of Dissenting Shares; (iv) the Stockholder Consent; (d) the all consents, waivers and approvals, as applicable, in or approvals obtained by the Company with respect of to the Consented Leases; and (e) the certificates, agreements and other documents contemplated by Section 6.2. 2.12.3. Unless this Agreement is earlier terminated pursuant to Section 7.1 hereof, the closing consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the date that is three (3) Business Days following the satisfaction or waiver of the conditions set forth in Article VI (except for those conditions which by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions), at the offices of Irell & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000 (provided that any Party may participate in the Closing by the remote or electronic exchange of documents), unless another place or time is agreed to in writing by Buyer, the Company and the Holder Representative; provided, however, that, notwithstanding the satisfaction or waiver of the conditions set forth in Article VI (except for those conditions which by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions), if the Incremental Term Facility Marketing Period has not ended at such time, then Buyer and Merger Sub shall not be required to effect the Closing until the earliest of (subject to the continued satisfaction or waiver of the conditions set forth in Article VI at such time) (a) any Business Day before or during the Incremental Term Facility Marketing Period as may be specified by Buyer on no less than two (2) Business Days’ prior written notice to the Company (it being understood that such date may be conditioned upon the simultaneous completion of the Debt Financing) and (b) the first (1st) Business Day after the final day of the Incremental Term Facility MarketingAgreement.

Closing Closing Deliveries. 2.12.1. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) and all actions specified in this Agreement to occur at the Closing shall take place at the offices of Sidley Axxxxx Xxxxx & Wxxx LLP, Bank One Plaza, 10 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, at 10:00 a.m., local time, no later than the second business day following the day on which the last of the conditions set forth in Article VI shall have been fulfilled or waived (if permissible) or at such other time and place as Parent and the Company shall agree. (b) Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing, Buyer Closing Parent shall deliver to the Company all of the following: (ai) a copy of the certificate of incorporation or comparable organizational document of Buyer, certified as of a recent date by the Secretary of State of the State of Delaware and a copy of the certificate of incorporation of Merger Sub, certified as of a recent date by the Secretary of State of the State of Delaware; (b) a certificate of good standing of Buyer, issued as of a recent date by the Secretary of State of the State of Delaware and a certificate of good standing of Merger Sub, issued as of a recent date by the Secretary of State of the State of Delaware; (c) a certificate of the Secretary or an Assistant Secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to the Company, certifying as to, and certifying the absence of any amendments since a specified date to, (i) the certificate of incorporation or comparable organizational document of Buyer and the certificate of incorporation of Merger Sub, (ii) the bylaws or comparable organizational document of Buyer and the bylaws of Merger Sub, (iii) the resolutions of the board of directors or other governing body of Buyer and the resolutions of the board of directors of Merger Sub authorizing the execution and performance of this Agreement and the consummation of the transactions contemplated hereby and (iv) the written consent of Buyer in its capacity as the sole stockholder of Merger Sub adopting this Agreement in accordance with Section 251 of the DGCL; (d) all consents, waivers or approvals obtained by Buyer with respect to the consummation of the transactions contemplated by this Agreement; and (e) the certificates, agreements and other documents contemplated by Section 6.1. 2.12.2. Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing, the Company shall deliver to Buyer all of the following: (a) a copy of the Amended and Restated Certificate of Incorporation Incorporation, as amended, of the Company Parent (the “Company Parent Charter”), certified as of a recent date by the Secretary of State of the State of Delaware; (bii) a certificate of good standing of Parent, issued as of a recent date by the Secretary of State of the State of Delaware; and (iii) a certificate of the Secretary or an Assistant Secretary of Parent, dated the Closing Date, in form and substance reasonably satisfactory to the Company, as to (A) no amendments to the Parent Charter since a specified date; (B) the resolutions of the Board of Directors of Parent authorizing the execution and performance of this Agreement and the transactions contemplated herein and (C) the incumbency and signatures of the officers of Parent executing this Agreement. (c) Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing Sub shall deliver to the Company all of the following: (i) a copy of the Certificate of Incorporation of Sub, certified as of a recent date by the Secretary of State of the State of Delaware; (ii) a certificate of good standing of Sub, issued as of a recent date by the Secretary of State of the State of Delaware; and (iii) a certificate of the Secretary or an Assistant Secretary of Sub, dated the Closing Date, in form and substance reasonably satisfactory to the Company, as to (A) no amendments to the Certificate of Incorporation of Sub since a specified date, (B) the Bylaws of Sub, (C) the resolutions of the Board of Directors of Sub authorizing the execution and performance of this Agreement and the transactions contemplated herein, (D) the written consent of Parent in its capacity as sole stockholder of Sub approving and adopting this Agreement in accordance with Section 251 of the DGCL and (E) the incumbency and signatures of the officers of Sub executing this Agreement and any other agreement or certificate executed by Sub in connection with the Closing. (d) Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing the Company shall deliver to Parent all of the following: (i) a copy of the Certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware; (ii) a certificate of good standing of the Company, issued as of a recent date by the Secretary of State of the State of Delaware; (ciii) a certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to BuyerParent, certifying as to, and certifying to (A) no amendments to the absence of any amendments Company Charter since a specified date todate, (iB) the Bylaws of the Company Charter(the “Company Bylaws”), (ii) the bylaws of the Company, (iiiC) the resolutions of the board Board of directors Directors of the Company authorizing the execution and performance of this Agreement and the transactions contemplated hereby herein, (D) the resolutions of the stockholders of the Company approving and adopting this Agreement in accordance with Section 251 of the DGCL and (E) the incumbency and signatures of the officers of the Company executing this Agreement, and (E) the number of Dissenting Shares; (iv) the Stockholder Consent; (d) the all consents, waivers and approvals, as applicable, in or approvals obtained by the Company with respect of to the Consented Leases; and (e) the certificates, agreements and other documents contemplated by Section 6.2. 2.12.3. Unless this Agreement is earlier terminated pursuant to Section 7.1 hereof, the closing consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the date that is three (3) Business Days following the satisfaction or waiver of the conditions set forth in Article VI (except for those conditions which by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions), at the offices of Irell & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000 (provided that any Party may participate in the Closing by the remote or electronic exchange of documents), unless another place or time is agreed to in writing by Buyer, the Company and the Holder Representative; provided, however, that, notwithstanding the satisfaction or waiver of the conditions set forth in Article VI (except for those conditions which by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions), if the Incremental Term Facility Marketing Period has not ended at such time, then Buyer and Merger Sub shall not be required to effect the Closing until the earliest of (subject to the continued satisfaction or waiver of the conditions set forth in Article VI at such time) (a) any Business Day before or during the Incremental Term Facility Marketing Period as may be specified by Buyer on no less than two (2) Business Days’ prior written notice to the Company (it being understood that such date may be conditioned upon the simultaneous completion of the Debt Financing) and (b) the first (1st) Business Day after the final day of the Incremental Term Facility MarketingAgreement.

Closing Closing Deliveries. 2.12.1. (a) The closing of the transactions contemplated by this Agreement (the "Closing") and all actions specified in this Agreement to occur at the Closing shall take place at the offices of Sidley & Austin, Bank Xxx Xxxxx, 00 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, at 10:00 a.m., local time, no later than the fifth business day following the day on which the last of the conditions set forth in Article VI shall have been fulfilled or waived (if permissible) or at such other time and place as Parent and the Company shall agree (the date of the Closing is referred to herein as the "Closing Date"). (b) Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing, Buyer Closing Parent shall deliver to the Company all of the following: : (ai) a copy of the certificate of incorporation or comparable organizational document of Buyer, certified as of a recent date by the Secretary of State of the State of Delaware and a copy of the certificate of incorporation of Merger Sub, certified as of a recent date by the Secretary of State of the State of Delaware; (b) a certificate of good standing of Buyer, issued as of a recent date by the Secretary of State of the State of Delaware and a certificate of good standing of Merger Sub, issued as of a recent date by the Secretary of State of the State of Delaware; (c) a certificate of the Secretary or an Assistant Secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to the Company, certifying as to, and certifying the absence of any amendments since a specified date to, (i) the certificate of incorporation or comparable organizational document of Buyer and the certificate of incorporation of Merger Sub, (ii) the bylaws or comparable organizational document of Buyer and the bylaws of Merger Sub, (iii) the resolutions of the board of directors or other governing body of Buyer and the resolutions of the board of directors of Merger Sub authorizing the execution and performance of this Agreement and the consummation of the transactions contemplated hereby and (iv) the written consent of Buyer in its capacity as the sole stockholder of Merger Sub adopting this Agreement in accordance with Section 251 of the DGCL; (d) all consents, waivers or approvals obtained by Buyer with respect to the consummation of the transactions contemplated by this Agreement; and (e) the certificates, agreements and other documents contemplated by Section 6.1. 2.12.2. Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing, the Company shall deliver to Buyer all of the following: (a) a copy of the Amended and Restated Certificate of Incorporation Incorporation, as amended, of the Company Parent (the “Company "Parent Charter”"), certified as of a recent date by the Secretary of State of the State of Delaware;; (ii) a certificate of good standing of Parent, issued as of a recent date by the Secretary of State of the State of Delaware; (iii) a certificate of the Secretary or an Assistant Secretary of Parent, dated the Closing Date, in form and substance reasonably satisfactory to the Company, as to (a) no amendments to the Parent Charter since a specified date, (b) the Bylaws of Parent, (c) the resolutions of the Board of Directors of Parent authorizing the execution and performance of this Agreement and the transactions contemplated herein, and (d) the incumbency and signatures of the officers of Parent executing this Agreement and any other agreement or certificate executed by Parent in connection with the Closing; (iv) the certificate contemplated by Section 6.2(a); and (v) all consents, waivers or approvals obtained by Parent with respect to the consummation of the transactions contemplated by this Agreement. (bc) Subject to (d) Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing the Company shall deliver to Parent all of the following: (i) a copy of the Company Charter, certified as of a recent date by the Secretary of State of the State of Delaware; (ii) a certificate of good standing of the Company, issued as of a recent date by the Secretary of State of the State of Delaware; ; (ciii) a certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to BuyerParent, certifying as to, and certifying to (i) no amendments to the absence of any amendments Company Charter since a specified date to, (i) the Company Charterdate, (ii) the bylaws Bylaws of the Company, as amended (the "Company Bylaws"), (iii) the resolutions of the board Board of directors Directors of the Company authorizing the execution and performance of this Agreement and the transactions contemplated hereby herein and the resolutions of the stockholders of the Company approving and adopting this Agreement in accordance with Section 251 of the DGCL, and (iv) the Stockholder Consent; incumbency and signatures of the officers of the Company executing this Agreement and any other agreement or certificate executed by the Company in connection with the Closing; (div) the all consents, waivers and approvals, as applicable, in or approvals obtained by the Company with respect of to the Consented Leases; and (e) the certificates, agreements and other documents contemplated by Section 6.2. 2.12.3. Unless this Agreement is earlier terminated pursuant to Section 7.1 hereof, the closing consummation of the transactions contemplated by this Agreement Agreement; (v) the “Closing”) will take place on the date that is three (3) Business Days following the satisfaction or waiver of the conditions set forth in Article VI (except for those conditions which certificates contemplated by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditionsSections 6.3(a), at the offices of Irell & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000 (provided that any Party may participate in the Closing by the remote or electronic exchange of documents6.3(c), unless another place or time is agreed to in writing by Buyer, the Company and the Holder Representative; provided, however, that, notwithstanding the satisfaction or waiver of the conditions set forth in Article VI (except for those conditions which by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions6.3(f), if the Incremental Term Facility Marketing Period has not ended at such time6.3(g), then Buyer and Merger Sub shall not be required to effect the Closing until the earliest of (subject to the continued satisfaction or waiver of the conditions set forth in Article VI at such time) (a) any Business Day before or during the Incremental Term Facility Marketing Period as may be specified by Buyer on no less than two (2) Business Days’ prior written notice to the Company (it being understood that such date may be conditioned upon the simultaneous completion of the Debt Financing6.3(h) and 6.3(j); and (bvi) the first (1st) Business Day after the final day of the Incremental Term Facility Marketingwritten confirmations contemplated by Section 6.3(k).

Closing Closing Deliveries. 2.12.12.9.1. Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing, Buyer shall deliver to the Company all of the following: (a) a copy of the certificate of incorporation or comparable organizational document of Buyer, certified as of a recent date by the Secretary of State of the State of Delaware applicable Governmental Entity and a copy of the certificate of incorporation or comparable organizational document of Merger Sub, certified as of a recent date by the Secretary of State of the State of Delawareapplicable Governmental Entity; (b) a certificate of good standing of Buyer, issued as of a recent date by the Secretary of State of the State of Delaware applicable Governmental Entity and a certificate of good standing of Merger Sub, issued as of a recent date by the Secretary of State of the State of Delaware;applicable Governmental Entity; 3063972 8 (c) a certificate of the Secretary or an Assistant Secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to the Company, certifying as to, and certifying the absence of any amendments since a specified date to, to (i) the certificate of incorporation or comparable organizational document of each of Buyer and the certificate of incorporation of Merger Sub, (ii) the bylaws or comparable organizational document of each of Buyer and the bylaws of Merger Sub, (iii) the resolutions of the board Board of directors Directors or other governing body of each of Buyer and the resolutions of the board of directors of Merger Sub authorizing the execution and performance of this Agreement and the consummation of the transactions contemplated hereby hereby, and (iv) the written consent of Buyer in its capacity as the sole stockholder shareholder of Merger Sub adopting this Agreement in accordance with Section 251 the applicable Laws of Merger Sub’s jurisdiction of incorporation and the DGCLcertificate of incorporation or comparable organizational document of Merger Sub; (d) copies of all consents, waivers or approvals Consents obtained by Buyer with respect to the consummation of the transactions contemplated by this AgreementBuyer; and (e) the certificates, agreements and other documents contemplated by Section 6.16.1 hereof. 2.12.22.9.2. Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing, the Company shall deliver to Buyer all of the following: (a) a copy of the Sixth Amended and Restated Certificate of Incorporation of the Company and any amendments thereto (the “Company Charter”), certified as of a recent date by the Secretary of State of the State of DelawareGeorgia; (b) a certificate of good standing of the Company, issued as of a recent date by the Secretary of State of the State of DelawareGeorgia; (c) a certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying as to, and certifying the absence of any amendments since a specified date to, to (i) the Company Charter, (ii) the bylaws of the Company, (iii) the resolutions of the board Board of directors Directors of the Company authorizing the execution and performance of this Agreement and the transactions contemplated hereby hereby, and (iv) a certificate of voting evidencing the Stockholder Consentadoption and approval of this Agreement and the transactions contemplated hereby by the requisite shareholders of the Company in accordance with Section 14-2-1103 of the GBCC; (d) the consents, waivers Debt Payoff Letter and approvals, as applicableevidence of the payoff of any Closing Date Funded Indebtedness not addressed by the Debt Payoff Letter and all instruments necessary to release all Liens with respect to the Closing Date Funded Indebtedness, in respect of the Consented Leases; andeach case, in a form reasonably acceptable to Buyer; (e) copies of all Consents obtained by the Company; (f) the certificates, agreements and other documents contemplated by Section 6.26.2 hereof; and 3063972 9 (g) a certificate pursuant to Treasury Regulations section 1.1445-2(c)(3) stating that the Company is not nor has it been a U.S. real property holding corporation (as defined in section 897(c)(2) of the Code) during the applicable period specified in section 897(c) of the Code. 2.12.32.9.3. Unless this Agreement is earlier terminated pursuant to Section 7.1 hereof, the closing of the transactions contemplated by this Agreement (the “Closing”) will take place on the date that is three as promptly as practicable, but no later than two (32) Business Days Days, following the satisfaction or or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article VI (except for those other than such conditions which as may, by their nature are to terms, only be satisfied at Closing, but subject to the satisfaction Closing or waiver of those conditionson the Closing Date), at the offices of Irell & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000 (provided that any Party may participate in the Closing by the remote or electronic exchange of documents)00000, unless another place or time is agreed to in writing by Buyer, the Company Buyer and the Holder Representative; provided, however, that, notwithstanding the satisfaction or waiver of the conditions set forth in Article VI (except for those conditions Company. The date upon which by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions), if the Incremental Term Facility Marketing Period has not ended at such time, then Buyer and Merger Sub shall not be required to effect the Closing until actually occurs is herein referred to as the earliest of (subject to the continued satisfaction or waiver of the conditions set forth in Article VI at such time) (a) any Business Day before or during the Incremental Term Facility Marketing Period as may be specified by Buyer on no less than two (2) Business Days’ prior written notice to the Company (it being understood that such date may be conditioned upon the simultaneous completion of the Debt Financing) and (b) the first (1st) Business Day after the final day of the Incremental Term Facility Marketing“Closing Date”.