Common use of Closing Date Deliveries Clause in Contracts

Closing Date Deliveries. (1) At the Closing: (a) Purchaser will deliver or cause to be delivered to Seller: (i) the Purchase Price by wire transfer of immediately available funds to such account as Seller may direct at least two (2) Business Days prior to the Closing Date; and (ii) a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(c) and (d) have been fulfilled. (b) Seller will deliver to Purchaser: (i) stock certificate(s) evidencing the Shares, in each case endorsed in blank or with an executed blank stock power attached sufficient to vest good and valid title to the Shares in Purchaser, free and clear of any Encumbrances; (ii) written resignations of all directors (or equivalent persons) and officers of the Company and each of its Subsidiaries, in each case, effective as of the Closing Date and in form and substance reasonably acceptable to Purchaser; (iii) a certification in the form contained in Section 1.1445-2(b)(2)(iv)(B) of the United States Department of the Treasury Regulations to the effect that Seller is not a “foreign person;” (iv) a certificate, dated the Closing Date and duly executed by an authorized officer of Seller, in form and substance reasonably satisfactory to Purchaser, to the effect that the conditions specified in Sections 6.1(c) and (d) have been fulfilled; (v) all material Books and Records of the Company and its Subsidiaries not already in the possession of the Company or its Subsidiaries; and (vi) such other documents, instruments or certificates as Purchaser may reasonably request. (2) On the Closing Date, but following the Closing, Purchaser shall make or cause to be made the Capital Contribution to the Insurance Company.

Closing Date Deliveries. (1) At the ClosingFirst Closing on the First Closing Date: (a) Purchaser will deliver Seller shall deliver, or cause to be delivered to Buyer, properly executed and dated as of the First Closing Date: (i) the Assumption Agreement; (ii) the ▇▇▇▇ of Sale and Assignment; (iii) the Contract Assignment; (iv) the Lease Assignment; (v) the Motor Vehicle Title Certificates; (vi) Seller’s Closing Certificate; (vii) Seller’s Performance Certificate; (viii) the Facilities Lease; (ix) the Equipment Lease; (x) the Warranty Deed; (xi) the Memorandum of Lease (to be recorded immediately following the recording of the Warranty Deed and prior to the recording of any other document other than a release of any existing mortgage or deed of trust or financing statement); (xii) the TBA; (xiii) an affidavit of Seller, in a form reasonably satisfactory to Buyer, stating under penalty of perjury Seller’s United States taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445(b)(2) of the Code; (xiv) a certificate of existence or good standing with respect to Parent from the Secretary of State of Delaware; (xv) a certificate of existence or good standing with respect to Seller from the Secretary of State of Illinois; and (xvi) such other documents as provided in Article VII hereof or as Buyer shall reasonably request. (b) In addition to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered to Seller, properly executed and dated as of the First Closing Date: (i) the Purchase Price by wire transfer Assumption Agreement; (ii) the ▇▇▇▇ of immediately available funds Sale and Assignment; (iii) the Contract Assignment; (iv) the Lease Assignment; (v) Buyer’s Closing Certificate; (vi) Buyer’s Performance Certificate; (vii) the Facilities Lease; (viii) the Equipment Lease; (ix) the Memorandum of Lease; (x) the TBA; (xi) a certificate of existence or good standing with respect to such account as Seller may direct at least two (2) Business Days prior to Buyer from the Closing DateSecretary of State of Delaware; and (iixii) a certificate, dated such other documents as provided in Article VIII hereof or as Seller shall reasonably request. At the Second Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to on the effect that the conditions specified in Sections 6.2(c) and (d) have been fulfilled.Second Closing Date: (bc) Seller will deliver shall deliver, or cause to Purchaserbe delivered to Buyer, properly executed and dated as of the Second Closing Date: (i) stock certificate(s) evidencing the Shares, in each case endorsed in blank or with an executed blank stock power attached sufficient to vest good and valid title to the Shares in Purchaser, free and clear of any EncumbrancesAssumption Agreement; (ii) written resignations the ▇▇▇▇ of all directors (or equivalent persons) Sale and officers of the Company and each of its Subsidiaries, in each case, effective as of the Closing Date and in form and substance reasonably acceptable to PurchaserAssignment; (iii) a certification in the form contained in Section 1.1445-2(b)(2)(iv)(B) of the United States Department of the Treasury Regulations to the effect that Seller is not a “foreign personContract Assignment;” (iv) a certificate, dated the Closing Date and duly executed by an authorized officer of Seller, in form and substance reasonably satisfactory to Purchaser, to the effect that the conditions specified in Sections 6.1(c) and (d) have been fulfilledLease Assignment; (v) all material Books and Records Seller’s Closing Certificate; (vi) Seller’s Opinion of Counsel; (vii) Seller’s Performance Certificate; (viii) the Company and its Subsidiaries not already in the possession of the Company or its SubsidiariesTrademark Assignment; and (viix) such other documents, instruments documents as provided in Article VII hereof or certificates as Purchaser may Buyer shall reasonably request. (2d) On In addition to the Closing Datepayments described in Section 2.2, but following the ClosingBuyer shall deliver, Purchaser shall make or cause to be made delivered to Seller, properly executed and dated as of the Capital Contribution Second Closing Date: (i) the Assumption Agreement; (ii) the ▇▇▇▇ of Sale and Assignment; (iii) the Contract Assignment (iv) the Lease Assignment; (v) Buyer’s Closing Certificate; (vi) Buyer’s Performance Certificate; (vii) the Trademark Assignment; and (viii) such other documents as provided in Article VIII hereof or as Seller shall reasonably request. (e) The forms of the TBA, the Equipment Lease and the Facilities Lease attached as exhibits hereto each have certain language in brackets therein which language has not been agreed to by the parties. The parties agree that prior to the Insurance CompanyFirst Closing they shall cooperate in good faith to reach agreement with respect to such bracketed language. Furthermore the parties acknowledge that the other forms of exhibits attached hereto are general forms and will need to be amended as applicable for use with respect to the First Closing and the Second Closing, respectively.

Closing Date Deliveries. (1) At the Closing: (a) Purchaser will On the Closing Date, the Company, the Shareholders, and the General Partners, as applicable, shall deliver or cause to be delivered to SellerBuyer the following: (i) Copy of the Purchase Price Articles of Incorporation of the Company, certified as of a recent date by wire transfer the Washington Secretary of immediately available funds to such account as Seller may direct at least two (2) Business Days prior to the Closing Date; andState; (ii) Certificate of Existence of the Company as of a certificaterecent date issued by the Washington Secretary of State and certificates of qualification as a foreign corporation as of a recent date in those states where the Company is so qualified; (iii) Officer's Certificate of the Company, dated the Closing Date and duly executed by an authorized officer of PurchaserDate, in form and substance reasonably satisfactory to SellerBuyer, as to (w) no amendments to the effect that Articles of Incorporation of the conditions specified in Sections 6.2(cCompany since the date of the certification by the Washington Secretary of State of the Articles of Incorporation of Company provided pursuant to Section 2.5(a)(i); (x) Bylaws of the Company; (y) resolutions of the Board of Directors of the Company and the Shareholders authorizing the execution and performance of this Agreement and the Transaction contemplated hereby; and (dz) have been fulfilledincumbency and signatures of the officers of the Company executing this Agreement and any agreement executed and delivered in connection herewith; (iv) Stock certificates evidencing the Company Shares being sold to Buyer hereunder, together with duly executed stock assignments in form reasonably appropriate for transfer, and copies of the stock certificates evidencing the Company Shares redeemed by the Company pursuant to Section 8.14 marked cancelled, together with copies of duly executed stock assignments to the Company in respect of such stock certificates; (v) An opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Company, in the form of Exhibit 9.2.3, attached hereto; (vi) The certificates required by Sections 9.2.1 and 9.2.2; (vii) The stock register and minute book of the Company; (viii) Executed letters of resignation from each of the Company's current officers and its sole director; and (ix) A copy of the Escrow Agreement executed by the Shareholders and Escrow Agent, substantially in the form of Exhibit 2.5(a)(ix) hereto (the "Escrow Agreement"). (b) Seller will On the Closing Date, Buyer shall deliver to Purchaserthe following: (i) stock certificate(s) evidencing To Escrow Agent, that portion of the SharesInitial Purchase Price to be remitted to Escrow Agent pursuant to Section 2.1, to each Shareholder, the balance of the Initial Purchase Price due to such Shareholder in each case endorsed in blank or accordance with an executed blank stock power attached sufficient Section 2.1, and to vest good ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and valid title to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, the Shares in Purchaser, free and clear of any Encumbrancesnoncompetition payments contemplated by Section 2.6; (ii) written resignations of all directors (or equivalent persons) The certificates required by Sections 9.3.1 and officers of the Company and each of its Subsidiaries, in each case, effective as of the Closing Date and in form and substance reasonably acceptable to Purchaser;9.3.2. (iii) Copies of Buyer's Certificate of Incorporation, certified as of a certification in recent date by the form contained in Section 1.1445-2(b)(2)(iv)(B) Delaware Secretary of the United States Department of the Treasury Regulations to the effect that Seller is not a “foreign personState;” (iv) Certificate of good standing of Buyer issued as of a certificaterecent date by the Delaware Secretary of State; (v) Officer's Certificate of Buyer, dated the Closing Date and duly executed by an authorized officer of SellerDate, in form and substance reasonably satisfactory to Purchaserthe Company, as to (a) no amendments to the effect that Certificate of Incorporation since the conditions specified in Sections 6.1(cdate of the certification by the Delaware Secretary of State of the Certificate of Incorporation of Buyer provided pursuant to Section 2.5(b)(i); (b) the Bylaws of Buyer; (c) the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement and the Transaction contemplated hereby; and (d) have been fulfilledincumbency and signatures of the officers of Buyer executing this Agreement and any agreement executed and delivered in connection herewith; (vvi) all material Books and Records To the Shareholders, an opinion of counsel to Buyer in substantially the Company and its Subsidiaries not already in the possession form of the Company or its SubsidiariesExhibit 9.2.3, attached hereto; and (vivii) such other documentsTo the Shareholders, instruments or certificates as Purchaser may reasonably requesta copy of the Escrow Agreement, executed by the Buyer. (2) On the Closing Date, but following the Closing, Purchaser shall make or cause to be made the Capital Contribution to the Insurance Company.

Closing Date Deliveries. (1) At the Closing: (a) Purchaser will On the Closing Date, ABB shall deliver or and cause Company to be delivered deliver to SellerBuyer the following validly executed instruments: (i) Certified copy of resolutions of the Purchase Price by wire transfer Board of immediately available funds to such account as Seller may direct at least two (2) Business Days prior to Directors of ABB authorizing the Closing Date; andexecution and performance of this Agreement and the Transaction contemplated hereby; (ii) a certificateOfficer's Certificate of ABB and Company, dated as of the Closing Date and duly executed by an authorized officer of PurchaserDate, in form and substance reasonably satisfactory to SellerBuyer, certifying that no amendments to the effect that Charter Documents of Company since the conditions specified in Sections 6.2(c) and (d) have been fulfilled. (b) Seller will deliver to Purchaser: (i) stock certificate(s) evidencing the Shares, in each case endorsed in blank or with an executed blank stock power attached sufficient to vest good and valid title to the Shares in Purchaser, free and clear date of any Encumbrances; (ii) written resignations of all directors (or equivalent persons) and officers of the Company and each of its Subsidiaries, in each case, effective as of the Closing Date and in form and substance reasonably acceptable to Purchaserthis Agreement; (iii) a certification in the form contained in Section 1.1445-2(b)(2)(iv)(B) of the United States Department of the Treasury Regulations to the effect that Seller is not a “foreign personThe closing certificate required by Sections 8.2.1 and 8.2.2;” (iv) Resignations of the members of the Board of Directors appointed by the shareholder of Company and any individual authorized to sign on behalf of the Company who is not employed by the Company on a certificate, dated the Closing Date and duly executed by an authorized officer of Seller, in form and substance reasonably satisfactory to Purchaser, to the effect that the conditions specified in Sections 6.1(c) and (d) have been fulfilledfull-time basis; (v) all material Books The Lease Agreement required by Section 8.2.6; (vi) The Services Agreement required by Section 8.2.5; (vii) The reimbursement amount provided for in Section 7.8 and Records calculated as set forth in Section 2.5; (viii) The payment to Buyer of the Company any intercompany debt owed Buyer as set forth on SCHEDULE 8.1.4 and its Subsidiaries not already calculated as set forth in Section 2.5; (ix) The Stock Purchase Agreement by and among ABB Industrial Systems, Inc., an Ohio corporation, Flow International Corporation, a Washington corporation or an entity to be formed by Flow International Corporation and ABB Autoclave Systems Inc., a Delaware corporation, in the possession of form set forth in EXHIBIT 2.4(a) ("PRESSURE SYSTEMS STOCK PURCHASE AGREEMENT"); (x) The Asset Purchase Agreement by and among an ABB entity or entities which own the Company intellectual property rights used in Company's business and an entity to be designated or its Subsidiariesformed by Flow International Corporation, substantially in the form set forth in EXHIBIT 2.4(b) ("INTELLECTUAL PROPERTY ASSET PURCHASE AGREEMENT"); and (vixi) such Such other documents, instruments or certificates as Purchaser may reasonably requestdocuments necessary to consummate the Transaction, all satisfactory in form and substance to Buyer. (2b) On the Closing Date, but Buyer shall deliver to ABB the following validly executed instruments: (i) Seven Million US Dollars ($7,000,000) payable to ABB or such parties designated by ABB by wire transfer of immediately available funds; (ii) Certified copy of resolutions of the ClosingBoard of Directors of Buyer authorizing the execution and performance of this Agreement and the Transaction contemplated hereby; (iii) The closing certificate required by Sections 8.3.1 and 8.3.2; (iv) The Lease Agreement required by Section 8.2.6; (v) The Services Agreement required by Section 8.2.5; (vi) The payment to ABB of any intercompany debt owed ABB as set forth on SCHEDULE 8.1.4 and calculated as set forth in Section 2.5; (vii) The Pressure Systems Stock Purchase Agreement; (viii) The Intellectual Property Asset Purchase Agreement; and (ix) Such other instruments or documents necessary to consummate the Transaction, Purchaser shall make or cause all satisfactory in form and substance to be made the Capital Contribution to the Insurance CompanyABB.

Closing Date Deliveries. (1a) At the Closing: (a) Purchaser will deliver or cause to be delivered to , Seller, Indemnitors, JMJ shall: (i) the Purchase Price by wire transfer of immediately available funds Deliver to such account as Seller may direct at least two (2) Business Days prior to the Closing Date; and (ii) a certificate, dated the Closing Date and Buyer duly executed by an authorized officer warranty ▇▇▇▇▇, ▇▇▇▇ of Purchasersale, assignment and assumption documents and such other instruments of transfer and assignment, all in form mutually acceptable form, for the transfer and substance reasonably satisfactory assignment to Seller, to Buyer of all of the effect that the conditions specified in Sections 6.2(c) and (d) have been fulfilled. (b) Seller will deliver to Purchaser: (i) stock certificate(s) evidencing the Shares, in each case endorsed in blank or with an executed blank stock power attached sufficient to vest good and valid title to the Shares in Purchaser, free and clear of any EncumbrancesAssets; (ii) written resignations of all directors (or equivalent persons) Execute and officers of deliver to Buyer the Company and each of its Subsidiaries, Non-Foreign Ownership Affidavit provided for in each case, effective as of the Closing Date and in form and substance reasonably acceptable to PurchaserSection 8.03; (iii) a certification in Deliver to Buyer the form contained in Section 1.1445Non-2(b)(2)(iv)(B) of Competition Agreement and the United States Department of Employment Agreements duly executed by Seller and the Treasury Regulations to the effect that Seller is not a “foreign personIndemnitors;” (iv) a certificate, dated Deliver to Buyer the Closing Date and duly executed by an authorized officer of Seller, in form and substance reasonably satisfactory Secretary's Certificate pursuant to Purchaser, to the effect that the conditions specified in Sections 6.1(c) and (d) have been fulfilledSection 10.05; (v) all material Books Deliver to Buyer the good standing certificate provided by the Michigan Department of Consumer and Records of the Company and its Subsidiaries not already in the possession of the Company or its SubsidiariesIndustry Services; and (vi) such Deliver to Buyer any other documents, instruments or certificates as Purchaser may reasonably requestrequired in order to document the Closing of this transaction. (2b) On the Closing Date, but following At the Closing, Purchaser shall make or cause Buyer shall: (i) Deliver to Seller, Indemnitors and JMJ the Purchase Price to be made paid at the Capital Contribution Closing, as set forth in Section 3.01 hereof; (ii) Duly execute and deliver to Seller and Indemnitors the Insurance Companyassumption documents referenced in Section 12.03(a)(i) hereof; (iii) Deliver to Seller, Indemnitors and JMJ the Secretary's Certificate pursuant to Section 11.04; (iv) Deliver to Seller, Indemnitors and JMJ certified copies of its good standing certificate; and (v) Deliver to Seller, Indemnitors and JMJ any other instruments reasonably required in order to document the Closing of this transaction.

Closing Date Deliveries. (1a) At the Closing: (a) Purchaser will deliver or cause to be delivered to , Seller, Indemnitors, JMJ shall: (i) the Purchase Price by wire transfer of immediately available funds Deliver to such account as Seller may direct at least two (2) Business Days prior to the Closing Date; and (ii) a certificate, dated the Closing Date and Buyer duly executed by an authorized officer warranty deed▇, ▇▇▇▇ ▇▇ sale, assignment and assumption documents and such other instruments of Purchasertransfer and assignment, all in form mutually acceptable form, for the transfer and substance reasonably satisfactory assignment to Seller, to Buyer of all of the effect that the conditions specified in Sections 6.2(c) and (d) have been fulfilled. (b) Seller will deliver to Purchaser: (i) stock certificate(s) evidencing the Shares, in each case endorsed in blank or with an executed blank stock power attached sufficient to vest good and valid title to the Shares in Purchaser, free and clear of any EncumbrancesAssets; (ii) written resignations of all directors (or equivalent persons) Execute and officers of deliver to Buyer the Company and each of its Subsidiaries, Non-Foreign Ownership Affidavit provided for in each case, effective as of the Closing Date and in form and substance reasonably acceptable to PurchaserSection 8.03; (iii) a certification in Deliver to Buyer the form contained in Section 1.1445Non-2(b)(2)(iv)(B) of Competition Agreement and the United States Department of Employment Agreements duly executed by Seller and the Treasury Regulations to the effect that Seller is not a “foreign personIndemnitors;” (iv) a certificate, dated Deliver to Buyer the Closing Date and duly executed by an authorized officer of Seller, in form and substance reasonably satisfactory Secretary's Certificate pursuant to Purchaser, to the effect that the conditions specified in Sections 6.1(c) and (d) have been fulfilledSection 10.05; (v) all material Books Deliver to Buyer the good standing certificate provided by the Michigan Department of Consumer and Records of the Company and its Subsidiaries not already in the possession of the Company or its SubsidiariesIndustry Services; and (vi) such Deliver to Buyer any other documents, instruments or certificates as Purchaser may reasonably requestrequired in order to document the Closing of this transaction. (2b) On the Closing Date, but following At the Closing, Purchaser shall make or cause Buyer shall: (i) Deliver to Seller, Indemnitors and JMJ the Purchase Price to be made paid at the Capital Contribution Closing, as set forth in Section 3.01 hereof; (ii) Duly execute and deliver to Seller and Indemnitors the Insurance Companyassumption documents referenced in Section 12.03(a)(i) hereof; (iii) Deliver to Seller, Indemnitors and JMJ the Secretary's Certificate pursuant to Section 11.04; (iv) Deliver to Seller, Indemnitors and JMJ certified copies of its good standing certificate; and (v) Deliver to Seller, Indemnitors and JMJ any other instruments reasonably required in order to document the Closing of this transaction.

Closing Date Deliveries. (1) At the ClosingClosing on the Closing Date: (a) Purchaser will deliver Seller shall deliver, or cause to be delivered to Buyer, properly executed and dated as of the Closing Date: (i) the Assumption Agreement; (ii) the ▇▇▇▇ of Sale and Assignment; (iii) the Contract Assignment; (iv) the Lease Assignment; (v) the Motor Vehicle Title Certificates; (vi) Seller’s Closing Certificate; (vii) Seller’s Opinion of Counsel; (viii) Seller’s Performance Certificate; (ix) the Warranty Deed; (x) a certificate of existence or good standing with respect to Seller from the Secretaries of State of Oklahoma and Arkansas; (xi) the Fort ▇▇▇▇▇ Studio/Office Lease; and (xii) such other documents as provided in Article VII hereof or as Buyer shall reasonably request; and (b) In addition to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered to Seller: , properly executed and dated as of the Closing Date: (i) the Purchase Price by wire transfer of immediately available funds to such account as Seller may direct at least two (2) Business Days prior to the Closing DateAssumption Agreement; and (ii) a certificate, dated the Closing Date ▇▇▇▇ of Sale and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(c) and (d) have been fulfilled. (b) Seller will deliver to Purchaser: (i) stock certificate(s) evidencing the Shares, in each case endorsed in blank or with an executed blank stock power attached sufficient to vest good and valid title to the Shares in Purchaser, free and clear of any Encumbrances; (ii) written resignations of all directors (or equivalent persons) and officers of the Company and each of its Subsidiaries, in each case, effective as of the Closing Date and in form and substance reasonably acceptable to Purchaser; Assignment; (iii) a certification in the form contained in Section 1.1445-2(b)(2)(iv)(B) of the United States Department of the Treasury Regulations to the effect that Seller is not a “foreign person;” Buyer’s Closing Certificate; (iv) a certificate, dated the Closing Date and duly executed by an authorized officer of Seller, in form and substance reasonably satisfactory to Purchaser, to the effect that the conditions specified in Sections 6.1(c) and (d) have been fulfilled; Buyer’s Performance Certificate; (v) all material Books and Records of the Company and its Subsidiaries not already in the possession of the Company or its SubsidiariesContract Assignment; and (vi) the Lease Assignment; (vii) a certificate of existence or good standing with respect to Buyer from the Secretaries of State of Delaware and Arkansas; (viii) the Fort ▇▇▇▇▇ Studio/Office Lease; and (ix) such other documents, instruments documents as provided in Article VIII hereof or certificates as Purchaser may Seller shall reasonably request. (2) On the Closing Date, but following the Closing, Purchaser shall make or cause to be made the Capital Contribution to the Insurance Company.

Closing Date Deliveries. (1) At the Closing: (a) Purchaser will On the Closing Date, the Company and the Shareholders, as applicable, shall deliver or cause to be delivered to SellerBuyer the following: (i) Copy of the Purchase Price Articles of Incorporation of the Company, certified as of a recent date by wire transfer the Washington Secretary of immediately available funds to such account as Seller may direct at least two (2) Business Days prior to the Closing Date; andState; (ii) Certificate of Existence of the Company as of a certificaterecent date issued by the Washington Secretary of State; (iii) Officer's Certificate of the Company, dated the Closing Date and duly executed by an authorized officer of PurchaserDate, in form and substance reasonably satisfactory to SellerBuyer, as to (w) no amendments to the effect that Articles of Incorporation of the conditions specified in Sections 6.2(cCompany since July 16, 1998; (x) Bylaws of the Company; (y) resolutions of the Board of Directors of the Company authorizing the execution and performance of this Agreement and the Transaction contemplated hereby; and (dz) have been fulfilledincumbency and signatures of the officers of the Company executing this Agreement and any agreement executed and delivered in connection herewith; (iv) Stock certificates evidencing the Acquired Shares, together with executed stock assignments in form reasonably appropriate for transfer; (v) A Protective Covenant Agreement executed by ▇▇▇▇▇, substantially in the form of EXHIBIT 2.5(a)(v), attached hereto; (vi) An opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Company, in the form of EXHIBIT 6.2.5, attached hereto; and (vii) The certificates required by Sections 6.2.1 and 6.2.2. (b) Seller will On the Closing Date, Buyer shall deliver to Purchaserthe following: (i) stock certificate(s) evidencing To each Shareholder, that portion of the Shares, Purchase Price due to such Shareholder in each case endorsed in blank or accordance with an executed blank stock power attached sufficient to vest good and valid title to the Shares in Purchaser, free and clear of any EncumbrancesSection 2.2; (ii) written resignations of all directors (or equivalent persons) The certificates required by Sections 6.3.1 and officers of the Company and each of its Subsidiaries, in each case, effective as of the Closing Date and in form and substance reasonably acceptable to Purchaser;6.3.2. (iii) Copies of Buyer's Certificate of Formation, certified as of a certification in recent date by the form contained in Section 1.1445-2(b)(2)(iv)(B) Delaware Secretary of the United States Department of the Treasury Regulations to the effect that Seller is not a “foreign personState;” (iv) Certificate of good standing of Buyer issued as of a certificaterecent date by the Delaware Secretary of State; (v) Officer's Certificate of Buyer, dated the Closing Date and duly executed by an authorized officer of SellerDate, in form and substance reasonably satisfactory to Purchaserthe Company, as to (x) no amendments to the effect that Certificate of Formation since November 25, 1998; (y) the conditions specified in Sections 6.1(c) resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement and the Transaction contemplated hereby; and (dz) have been fulfilled; (v) all material Books incumbency and Records signatures of the Company officers of Buyer executing this Agreement and its Subsidiaries not already any agreement executed and delivered in the possession of the Company or its Subsidiariesconnection herewith; and (vi) such other documentsOpinions of counsel to Buyer substantially in the form of EXHIBIT 6.3.3(a) and (b), instruments or certificates as Purchaser may reasonably requestattached hereto. (2) On the Closing Date, but following the Closing, Purchaser shall make or cause to be made the Capital Contribution to the Insurance Company.

Closing Date Deliveries. (1) At the Closing: (a) Purchaser will Upon the Closing, the Seller and each of its Subsidiaries, as applicable, shall execute and/or deliver or cause to be delivered to Sellerthe Optionee the following, at the expense of the Seller and in proper form for recording when appropriate: (i) (1) a bill of sale, substantially in the Purchase Price by wire transfer form attached hereto as Exhibit 3.8(▇)(i)(1) (the "Bill of immediately available funds to such account as Seller may direct at least two Sale"), (2) Business Days prior to an assignment and assumption agreement, substantia▇▇▇ in the form attached hereto as Exhibit 3.8(a)(i)(2) (the "Assignment Agreement"), (3) an intellectual property assignment and assumption agreement, substantially in the form attached hereto as Exhibit 3.8(a)(i)(3) (the "IP Assignment Agreement"), and (4) a lease assignment and assumption agreement, substantially in the form attached hereto as Exhibit 3.8(a)(i)(4) (the "Lease Assignment Agreement"), in each case dated as of the Closing Date; andDate and appropriately executed by the Seller or a Subsidiary of the Seller; (ii) a certificatecopy of the certificate of formation of the Seller and each of its Subsidiaries, dated certified as of a recent date by the Closing Date Secretary of State of the State of Delaware; (iii) a certificate of good standing of the Seller and duly executed each of its Subsidiaries, issued as of a recent date by an authorized officer the Secretary of PurchaserState of the State of Delaware; (iv) a certification of non-foreign status, in form and substance reasonably satisfactory to Sellerthe Optionee, in accordance with Treas. Reg. ss.1.1445-2(b); and (v) such documents and instruments, if any, as are reasonably requested by the Optionee to the effect evidence that the conditions specified in Sections 6.2(c) Purchased Assets at Closing are free and (d) have been fulfilledclear of all Liens other than Permitted Liens. (b) Seller will Upon the Closing, the Optionee shall execute and/or deliver or cause to Purchaserbe delivered to the Seller, at the expense to the Optionee: (i) stock certificate(s) evidencing the SharesCash Component, in each case endorsed in blank or with an executed blank stock power attached sufficient the Amended and Restated Note marked "cancelled" and the Settlement Amount, if applicable, pursuant to vest good and valid title to the Shares in Purchaser, free and clear of any EncumbrancesSection 3.7; (ii) written resignations of all directors (or equivalent persons) and officers any other documentation reasonably requested by the Seller to evidence satisfaction of the Company Seller's obligations under the Amended and each Restated Credit Agreement and release of its Subsidiariesany Liens arising thereunder including, without limitation, UCC termination statements, pay-off letters and other appropriate release documentation; (iii) the Bill of Sale, Assignment Agreement, IP Assignment Agreement and Lease ▇▇▇▇gnment Agreement, in each case, effective case dated as of the Closing Date and in form and substance reasonably acceptable to Purchaserappropriately executed by the Optionee; (iii) a certification in the form contained in Section 1.1445-2(b)(2)(iv)(B) of the United States Department of the Treasury Regulations to the effect that Seller is not a “foreign person;” (iv) a certificatecopy of the charter of the Optionee, dated certified as of a recent date by the Closing Date and duly executed by an authorized officer secretary of Seller, in form and substance reasonably satisfactory to Purchaser, to state of the effect that the conditions specified in Sections 6.1(c) and (d) have been fulfilled;State of Delaware; and (v) all material Books and Records a certificate of good standing of the Company and its Subsidiaries not already in Optionee, issued as of a recent date by the possession secretary of state of the Company or its Subsidiaries; and (vi) such other documents, instruments or certificates as Purchaser may reasonably requestState of Delaware. (2) On the Closing Date, but following the Closing, Purchaser shall make or cause to be made the Capital Contribution to the Insurance Company.