Common use of Closing Deliveries by Buyer Clause in Contracts

Closing Deliveries by Buyer. At Closing, Buyer will deliver, or cause to be delivered, to the applicable Seller (or as the applicable Seller or this Agreement otherwise directs), the following: (a) payment of the Estimated Purchase Price, pursuant to Section 2.3; (b) the Xxxx of Sale and Assignments of Leases, each executed by Buyer; (c) the Trademark Assignment and the Domain Name Assignment, each executed by Buyer; (d) each Transition Services Agreement, each executed by Buyer, pursuant to Section 5.12; (e) an officer’s certificate of a duly authorized officer of Buyer, in a form approved by Parent (such approval not to be unreasonably withheld), dated the Closing Date, executed by such officer, each certifying (1) that attached thereto are true, correct and complete copies of the certificate or articles of incorporation (including all amendments thereto) of Buyer, and that the same are in full force and effect; (2) that attached thereto are true, correct and complete copies of the bylaws of Buyer, and that the same are full force and effect and were in full force and effect on the date of the resolutions described below; (3) that attached thereto is a true, correct and complete copy of the requisite resolutions of the Board of Directors of Buyer approving and authorizing the execution, delivery and performance by Buyer of this Agreement and each Ancillary Document of Buyer and the transactions contemplated herein and therein, and that such resolutions are the only resolutions of such Board of Directors with respect to such matters and have not been modified, rescinded or amended and remain in full force and effect; and (4) that each person who, as an officer of Buyer, signed and delivered this Agreement or any Ancillary Document was at the time of such signing and delivery duly elected and appointed, qualified and acting as such officer; (f) the Sublease Agreement, executed by Buyer, in form and substance satisfactory to Sellers; and (g) all other documents and items required by this Agreement to be delivered, or caused to be delivered, by Buyer at Closing.

Closing Deliveries by Buyer. At or prior to the Closing, Buyer will deliver, deliver or cause to be delivered, delivered to the applicable Seller (or as the applicable Seller or this Agreement otherwise directs), Sellers the following, each in form and substance reasonably acceptable to Sellers: (a) evidence of the payment of the Estimated cash portion of the Purchase Price, pursuant Price required by Section 1.3(a) to be paid at the Closing and the payment of the other amounts required to be paid at the Closing by Section 2.31.3(d); (b) evidence reasonably satisfactory to the Xxxx Seller Representative that with respect to the Shares required by Section 1.3(b) to be delivered at the Closing: (i) such Shares have been duly issued to Sellers; (ii) Sellers are reflected as the owner of Sale such Shares on the books and Assignments record of LeasesBuyer; and (iii) such Shares are fully paid and non-assessable, each executed by Buyerand free of any liens and encumbrances except for restrictions provided for herein or under applicable federal and state securities Laws; (c) the Trademark Assignment and the Domain Name Assignment, each Note duly executed by Buyer; (d) each Transition Services Agreement, each the Non-Competition Agreement duly executed by Buyer, pursuant to Section 5.12; (e) an officerthe Employment Agreements duly executed by the Company; (f) a certificate from Buyer’s certificate of a duly authorized officer secretary certifying to (A) copies of Buyer, ’s Governing Documents as in a form approved by Parent (such approval not to be unreasonably withheld), dated the Closing Date, executed by such officer, each certifying (1) that attached thereto are true, correct and complete copies effect as of the certificate or articles of incorporation Closing, (including all amendments theretoB) the resolutions of Buyer, and that the same are in full force and effect; (2) that attached thereto are true, correct and complete copies of the bylaws of Buyer, and that the same are full force and effect and were in full force and effect on the date of the resolutions described below; (3) that attached thereto is a true, correct and complete copy of the requisite resolutions of the ’s Board of Directors of Buyer approving and authorizing the execution, delivery and performance by Buyer of this Agreement and each of the Ancillary Document Documents to which it is a party or by which it is bound, and the consummation of Buyer and each of the transactions contemplated herein hereby and thereinthereby, and that such resolutions are (C) the only resolutions incumbency of such Board of Directors with respect officers authorized to such matters and have not been modified, rescinded or amended and remain in full force and effect; and (4) that each person who, as an officer of Buyer, signed and delivered execute this Agreement or any Ancillary Document was at to which Buyer is or is required to be a party or by which the time of such signing and delivery duly elected and appointed, qualified and acting as such officer; (f) the Sublease Agreement, executed by Buyer, in form and substance satisfactory Buyer is or is required to Sellersbe bound; and (g) all other documents and items required by this Agreement Sellers shall each have been released from their personal guaranties granted to be delivered, or caused to be delivered, by Buyer at ClosingSantander Bank in connection with the Lighthouse Companies’ credit facility with Santander Bank.

Closing Deliveries by Buyer. At or prior to the Closing, in addition to the payments and deliveries by Buyer at the Closing described in Section 1.01 of this Agreement, Buyer will deliverdeliver to Sellers’ Representative the following documents, or cause each of which will be in form and substance satisfactory to be deliveredSellers’ Representative, the delivery of which is a condition to the applicable Seller (or as obligation of Sellers to consummate the applicable Seller or this Agreement otherwise directs), the followingClosing: (a) payment A copy of the Estimated Purchase Pricecertificate of incorporation of Buyer, pursuant certified by the Delaware Division of Corporations and dated not earlier than ten (10) days prior to Section 2.3the Closing Date, and a certificate of good standing of Buyer from the Delaware Division of Corporations, dated not earlier than ten (10) days prior to the Closing Date; (b) the Xxxx of Sale and Assignments of Leases, each executed by Buyer; (c) the Trademark Assignment and the Domain Name Assignment, each executed by Buyer; (d) each Transition Services Agreement, each executed by Buyer, pursuant to Section 5.12; (e) an officer’s A certificate of a duly authorized officer the secretary or assistant secretary of Buyer, in certifying as to (i) a form approved by Parent (such approval not to be unreasonably withheld), dated the Closing Date, executed by such officer, each certifying (1) that attached thereto are true, correct and complete copies copy of the certificate or articles resolutions of incorporation (including all amendments thereto) the board of directors of Buyer, and that the same are in full force and effect; (2) that attached thereto are true, correct and complete copies of the bylaws of Buyer, and that the same are full force and effect and were in full force and effect on the date of the resolutions described below; (3) that attached thereto is a true, correct and complete copy of the requisite resolutions of the Board of Directors of Buyer approving and authorizing the execution, delivery and performance by Buyer of this Agreement and each Ancillary Document the other Transaction Documents to which it is a party and the consummation of Buyer and the transactions contemplated herein and thereinhereby, and that such resolutions are the only resolutions of such Board of Directors with respect to such matters and have not been modified, rescinded or amended and remain in full force and effect; effect without modification or amendment, and (4ii) that incumbency and signatures of each person who, as an officer of Buyer, signed ’s officers who is authorized to execute and delivered deliver this Agreement or any Ancillary Document was at and such other Transaction Documents; (c) The Escrow Agreement, duly executed by Buyer; (d) The Transfer Agent Instruction Letter, duly executed by Buyer; (e) The Guaranty of Lease attached to the time of such signing and delivery Leases, duly elected and appointed, qualified and acting executed by Buyer as such officerguarantor; (f) the Sublease AgreementSection 338(h)(10) Election on Internal Revenue Service Form 8023, duly executed by Buyer, in form and substance satisfactory to Sellers; and (g) all All other documents documents, instruments, agreements and items certificates, if any, required by any other provision of this Agreement to be delivered, or caused to be delivered, the other Transaction Documents or reasonably requested by Buyer at ClosingSellers in connection with the consummation of the transactions contemplated by this Agreement.

Closing Deliveries by Buyer. At the Closing, Buyer will deliver, or cause to be delivered, to the applicable Seller (or as the applicable Seller or this Agreement otherwise directs), the following:, (a) payment of Buyer shall deliver to Sellers: (i) the Estimated Purchase Price, as adjusted pursuant to Section 2.32.09, less the Escrow Amount and less the Estimated Dolphin Expenses, by wire transfer of immediately available funds to the account set forth in Schedule 2.07(a)(i) (the “Purchase Price Bank Account”); (bii) the Xxxx of Sale and Assignments of LeasesEscrow Agreement, each duly executed by Buyer; (ciii) the Trademark Assignment and the Domain Name Assignment, each Assumption Agreement duly executed by Buyer; (div) each Transition Services Agreementthe Domain Name Assignment, each duly executed by Buyer, pursuant to Section 5.12; (ev) an officer’s certificate of a the CPI License, duly authorized officer executed by Buyer; (vi) the Access and Remediation Agreement, duly executed by Buyer; (vii) the Construction Side Letter, duly executed by Buyer; (viii) true and complete copies, certified by the Secretary of Buyer, in a form approved by Parent (such approval not to be unreasonably withheld), dated the Closing Date, executed by such officer, each certifying (1) that attached thereto are true, correct and complete copies of the certificate or articles of incorporation (including all amendments thereto) of Buyer, and that the same are in full force and effect; (2) that attached thereto are true, correct and complete copies of the bylaws of Buyer, and that the same are full force and effect and were in full force and effect on the date of the resolutions described below; (3) that attached thereto is a true, correct duly and complete copy validly adopted by the board of directors of Buyer evidencing its authorization of the requisite resolutions of the Board of Directors of Buyer approving execution and authorizing the execution, delivery and performance by Buyer of this Agreement and each the Ancillary Document Agreements to which Buyer is a party and the consummation of Buyer and the transactions contemplated herein by this Agreement and therein, and that such resolutions are the only resolutions Ancillary Agreements; (ix) certificate of such Board of Directors with respect to such matters and have not been modified, rescinded or amended and remain in full force and effect; and (4) that each person who, as an officer the Secretary of Buyer, signed certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Agreements to which Buyer is a party and the other documents to be executed and delivered this Agreement or any Ancillary Document was at the time of such signing and delivery duly elected and appointed, qualified and acting as such officerby Buyer hereunder; (fx) certificates duly executed by the President of Buyer representing and warranting to Sellers that (x) the Sublease Agreement, executed representations and warranties of Buyer contained {W5977534.1} in this Agreement and the Ancillary Agreements were true and correct when made and (notwithstanding the introductory paragraph of Article 4) are true and correct as of the Closing Date with the same force and effect as if made as of the Closing Date subject to any New Development Notice given in accordance with Section 5.04 hereof and (y) the covenants and obligations contained in this Agreement to be performed or complied with by Buyer on or before the Closing Date have been performed or complied with; (xi) good standing certificates for Buyer from the Secretary of State of the jurisdiction in which Buyer is incorporated and from the Secretary of State in each other jurisdiction in which the assets or properties owned or Leased by Buyer, or the operation of Buyer's business in such jurisdiction, requires Buyer, as applicable to be licensed or qualify to do business as a foreign corporation, in each case dated as of a date not earlier than five (5) Business Days prior to the Closing Date; (xii) an executed counterpart of the Closing Statement; and (xiii) such other affidavits, assignments, documents and other instruments as are requested by Seller, acting reasonably, each in form and substance satisfactory to Sellers; andSellers and duly executed by Buyer, including, without limitation, any state and municipal Conveyance Tax forms. (gb) all other documents and items required Buyer shall deposit with the Escrow Agent, in accordance with the Escrow Agreement, the Escrow Amount by this Agreement wire transfer of immediately available funds to be delivered, or caused to be delivered, by Buyer at Closingthe account designated therefor in the Escrow Agreement.

Closing Deliveries by Buyer. At the Closing, Buyer will deliver, or cause to be delivered, to the applicable Seller (or as the applicable Seller or this Agreement otherwise directs), the following:, (a) payment of Buyer shall deliver to Sellers: (i) the Estimated Purchase Price, as adjusted pursuant to Section 2.32.09, less the Escrow Amount and less the Estimated Dolphin Expenses, by wire transfer of immediately available funds to the account set forth in Schedule 2.07(a)(i) (the “Purchase Price Bank Account”); (bii) the Xxxx of Sale and Assignments of LeasesEscrow Agreement, each duly executed by Buyer; (ciii) the Trademark Assignment and the Domain Name Assignment, each Assumption Agreement duly executed by Buyer; (div) each Transition Services Agreementthe Domain Name Assignment, each duly executed by Buyer, pursuant to Section 5.12; (ev) an officer’s certificate of a the CPI License, duly authorized officer executed by Buyer; (vi) the Access and Remediation Agreement, duly executed by Buyer; (vii) the Construction Side Letter, duly executed by Buyer; (viii) true and complete copies, certified by the Secretary of Buyer, in a form approved by Parent (such approval not to be unreasonably withheld), dated the Closing Date, executed by such officer, each certifying (1) that attached thereto are true, correct and complete copies of the certificate or articles of incorporation (including all amendments thereto) of Buyer, and that the same are in full force and effect; (2) that attached thereto are true, correct and complete copies of the bylaws of Buyer, and that the same are full force and effect and were in full force and effect on the date of the resolutions described below; (3) that attached thereto is a true, correct duly and complete copy validly adopted by the board of directors of Buyer evidencing its authorization of the requisite resolutions of the Board of Directors of Buyer approving execution and authorizing the execution, delivery and performance by Buyer of this Agreement and each the Ancillary Document Agreements to which Buyer is a party and the consummation of Buyer and the transactions contemplated herein by this Agreement and therein, and that such resolutions are the only resolutions Ancillary Agreements; (ix) certificate of such Board of Directors with respect to such matters and have not been modified, rescinded or amended and remain in full force and effect; and (4) that each person who, as an officer the Secretary of Buyer, signed certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Agreements to which Buyer is a party and the other documents to be executed and delivered this Agreement or any Ancillary Document was at the time of such signing and delivery duly elected and appointed, qualified and acting as such officerby Buyer hereunder; (fx) certificates duly executed by the President of Buyer representing and warranting to Sellers that (x) the Sublease Agreement, executed representations and warranties of Buyer contained in this Agreement and the Ancillary Agreements were true and correct when made and (notwithstanding the introductory paragraph of Article 4) are true and correct as of the Closing Date with the same force and effect as if made as of the Closing Date subject to any New Development Notice given in accordance with Section 5.04 hereof and (y) the covenants and obligations contained in this Agreement to be performed or complied with by Buyer on or before the Closing Date have been performed or complied with; (xi) good standing certificates for Buyer from the Secretary of State of the jurisdiction in which Buyer is incorporated and from the Secretary of State in each other jurisdiction in which the assets or properties owned or Leased by Buyer, or the operation of Buyer's business in such jurisdiction, requires Buyer, as applicable to be licensed or qualify to do business as a foreign corporation, in each case dated as of a date not earlier than five (5) Business Days prior to the Closing Date; (xii) an executed counterpart of the Closing Statement; and (xiii) such other affidavits, assignments, documents and other instruments as are requested by Seller, acting reasonably, each in form and substance satisfactory to Sellers; andSellers and duly executed by Buyer, including, without limitation, any state and municipal Conveyance Tax forms. (gb) all other documents and items required Buyer shall deposit with the Escrow Agent, in accordance with the Escrow Agreement, the Escrow Amount by this Agreement wire transfer of immediately available funds to be delivered, or caused to be delivered, by Buyer at Closingthe account designated therefor in the Escrow Agreement.

Closing Deliveries by Buyer. At or prior to the Closing, in addition to the payments and deliveries by Buyer at the Closing described in Section 1.01 of this Agreement, Buyer will deliver, or cause to be delivered, deliver to the applicable Seller (or as Sellers' Representative the applicable Seller or this Agreement otherwise directs)following documents, each of which will be in form and substance satisfactory to the followingSellers: (a) payment A copy of the Estimated Purchase Pricecertificate of incorporation of Buyer, pursuant certified by the Secretary of State (or equivalent state department) of its state of incorporation and dated not earlier than twenty (20) days prior to Section 2.3the Closing Date, and a certificate of existence/authorization of the Buyer from the Secretary of State (or equivalent state department) of its state of incorporation, dated not earlier than twenty (20) days prior to the Closing Date; (b) the Xxxx of Sale and Assignments of Leases, each executed by Buyer; (c) the Trademark Assignment and the Domain Name Assignment, each executed by Buyer; (d) each Transition Services Agreement, each executed by Buyer, pursuant to Section 5.12; (e) an officer’s A certificate of the secretary or assistant secretary of each of Buyer and Merger Sub, certifying as to (i) a duly authorized officer of Buyer, in a form approved by Parent (such approval not to be unreasonably withheld), dated the Closing Date, executed by such officer, each certifying (1) that attached thereto are true, correct and complete copies of the certificate or articles of incorporation (including all amendments thereto) of Buyer, and that the same are in full force and effect; (2) that attached thereto are true, correct and complete copies of the bylaws of Buyer, and that the same are full force and effect and were in full force and effect on the date copy of the resolutions described below; (3) that attached thereto is a true, correct and complete copy of the requisite resolutions board of the Board of Directors directors of Buyer and Merger Sub, approving and authorizing the execution, delivery and performance by Buyer of this Agreement and each Ancillary Document the other Transaction Documents to which it is a party and the consummation of Buyer and the transactions contemplated herein and thereinhereby, and that such resolutions are the only resolutions of such Board of Directors with respect to such matters and have not been modified, rescinded or amended and remain in full force and effect; effect without modification or amendment, and (4ii) that incumbency and signatures of each person whoof the Buyer's and Merger Sub’s officers who is authorized to execute and deliver this Agreement and such other Transaction Documents; (c) Copies of all notice filings given to, as and consents and approvals of, third parties and Governmental Authorities listed on Schedule 1.05(c); (d) The Plan of Merger executed by an duly appointed officer of the Merger Sub; (e) The Escrow Agreement, duly executed by Buyer, signed and delivered this Agreement or any Ancillary Document was at the time of such signing and delivery duly elected and appointed, qualified and acting as such officer; (f) the Sublease AgreementTransfer Agent Instruction Letter, duly executed by Buyer, in form and substance satisfactory to SellersParent; and (g) all All other documents documents, instruments, agreements and items certificates, if any, required by any other provision of this Agreement or the other Transaction Documents or necessary to be delivered, or caused to be delivered, consummate the transactions contemplated by Buyer at Closing.this Agreement

Closing Deliveries by Buyer. At or prior to the Closing, in addition to the payments and deliveries by Buyer at the Closing described in Section 1.01 of this Agreement, Buyer will deliverdeliver to Seller the following documents, or cause each of which will be in form and substance satisfactory to be delivered, to the applicable Seller (or as the applicable Seller or this Agreement otherwise directs), the followingSeller: (a) payment A copy of the Estimated Purchase Pricecertificate of incorporation of Buyer, pursuant certified by the Iowa Secretary of State and dated not earlier than ten (10) days prior to Section 2.3the Closing Date, and a certificate of good standing of Buyer from the Iowa Secretary of State, dated not earlier than ten (10) days prior to the Closing Date; (b) A copy of the Xxxx certificate of Sale incorporation of Parent, certified by the Nevada Secretary of State and Assignments dated not earlier than ten (10) days prior to the Closing Date, and a certificate of Leasesgood standing of Parent from the Nevada Secretary of State, each executed by Buyerdated not earlier than ten (10) days prior to the Closing Date; (c) the Trademark Assignment and the Domain Name Assignment, each executed by Buyer; (d) each Transition Services Agreement, each executed by Buyer, pursuant to Section 5.12; (e) an officer’s A certificate of a duly authorized officer the secretary of Buyer, in certifying as to (i) a form approved by Parent (such approval not to be unreasonably withheld), dated the Closing Date, executed by such officer, each certifying (1) that attached thereto are true, correct and complete copies copy of the certificate or articles resolutions of incorporation (including all amendments thereto) the board of directors of Buyer, and that the same are in full force and effect; (2) that attached thereto are true, correct and complete copies of the bylaws of Buyer, and that the same are full force and effect and were in full force and effect on the date of the resolutions described below; (3) that attached thereto is a true, correct and complete copy of the requisite resolutions of the Board of Directors of Buyer approving and authorizing the execution, delivery delivery, and performance by Buyer of this Agreement and each Ancillary Document the other Transaction Documents to which it is a party and the consummation of Buyer and the transactions contemplated herein and thereinhereby, and that such resolutions are the only resolutions of such Board of Directors with respect to such matters and have not been modified, rescinded or amended and remain in full force and effect; effect without modification or amendment, (ii) no action has been taken or is pending to dissolve Buyer, and (4iii) that incumbency and signatures of each person who, as an officer of Buyer, signed ’s officers who is authorized to execute and delivered deliver this Agreement and such other Transaction Documents; (d) A certificate of the secretary of Parent, certifying as to (i) a copy of the resolutions of the board of directors of Parent, approving and authorizing the execution, delivery, and performance of this Agreement and the other Transaction Documents to which Parent is a party and the consummation of the transactions contemplated hereby, and that such resolutions are in full force and effect without modification or any Ancillary Document was at the time amendment, (ii) no action has been taken or is pending to dissolve Parent, and (iii) incumbency and signatures of each of Parent’s officers who is authorized to execute and deliver this Agreement and such signing other Transaction Documents; (e) Legal opinion of Xxxxxxx Law Firm, P.C., L.L.O. in reasonable and delivery duly elected and appointed, qualified and acting as such officercustomary form; (f) the Sublease Agreement, Release of claims duly executed by Buyer, the Company in form and substance reasonably satisfactory to SellersSeller (the “Company Release”); (g) The Claims Management Agreement duly executed by Buyer and the Company; (h) The Mutual Transition Services Agreement duly executed by the Company; (i) The Amended and Restated Leases duly executed by the Company; and (gj) all All other documents documents, instruments, agreements, and items certificates, if any, required by any other provision of this Agreement to be deliveredor the other Transaction Documents, or caused to be delivered, reasonably requested by Buyer at ClosingSeller in connection with the consummation of the transactions contemplated by this Agreement.

Closing Deliveries by Buyer. At Closing, Buyer will deliver, or cause to be delivered, to the applicable Seller Company (or as the applicable Seller Company or this Agreement otherwise directs), the following: (a) payment of the Estimated Initial Purchase Price, pursuant to Section 2.3Article 2; (b) the Xxxx of Sale and Assignments of LeasesSale, each executed by Buyer; (c) the Trademark Assignment Escrow Agreement, dated the Closing Date and executed by Buyer and the Domain Name Assignment, each executed by BuyerEscrow Agent; (d) each Transition Services Agreement, each executed by Buyer, pursuant to Section 5.12; (e) an officer’s certificate of a duly authorized officer of Buyer, in a form approved in advance by Parent the Company (such approval not to be unreasonably withheld), dated the Closing Date, Date and executed by such officer, each certifying (1) that attached thereto are true, correct and complete copies of the certificate or articles of incorporation (including all amendments thereto) of Buyer, and that the same are in full force and effect; (2) that attached thereto are true, correct and complete copies of the bylaws of Buyer, and that the same are full force and effect and were in full force and effect on the date of the resolutions described below; (3) that attached thereto is a true, correct and complete copy of the requisite Buyer’s Certificate of Incorporation, Bylaws and the resolutions of the Board of Directors of Buyer approving and Buyer, in each case authorizing the execution, delivery and performance by Buyer of this Agreement and each Ancillary Document of Buyer and the transactions contemplated herein and therein, and that such resolutions in each case as are the only resolutions of such Board of Directors with respect to such matters and have not been modified, rescinded or amended and remain then in full force and effect; ; (e) a local sale and (4) that each person who, as an officer purchase agreement relating to the sale by the Company of Buyer, signed all issued and delivered this Agreement or any Ancillary Document was at the time outstanding capital stock of such signing and delivery duly elected and appointed, qualified and acting as such officerEdifice Europe to SPS International; (f) a local sale and purchase agreement relating to the Sublease Agreement, executed sale by Buyer, in form the Company of all issued and substance satisfactory outstanding membership interests of Edifice Japan to SellersSPS International; (g) all other documents as the Company may reasonably request to facilitate the consummation of the transactions contemplated herein; and (gh) all other documents and items required by this Agreement to be delivered, or caused to be delivered, by Buyer at Closing.

Closing Deliveries by Buyer. At Closing, Buyer and Parent, as applicable, will deliver, or cause to be delivered, to the applicable Seller Company (or as the applicable Seller Company or this Agreement otherwise directs), the following: (a) payment of the Estimated Initial Purchase Price, pursuant to Section 2.3Article 2; (b) within five (5) Business Days of the Closing Date, stock certificates representing the Parent Shares; (c) the Xxxx of Sale and Assignments of LeasesSale, each executed by Buyer; (cd) the (1) Trademark Assignment (2) Patent Assignment and the (3) Domain Name Assignment, each executed by Buyer; (de) each Transition Services the Escrow Agreement, each dated the Closing Date and executed by Buyer and the Escrow Agent; (f) the Seller Lease Agreement, executed by Buyer, pursuant to Section 5.12; (eg) an officer’s certificate of a duly authorized officer of Buyer, in a form approved in advance by Parent the Company (such approval not to be unreasonably withheld), dated the Closing Date, Date and executed by such officer, each certifying (1) that attached thereto are true, correct and complete copies of the certificate or articles of incorporation (including all amendments thereto) of Buyer, and that the same are in full force and effect; (2) that attached thereto are true, correct and complete copies of the bylaws of Buyer, and that the same are full force and effect and were in full force and effect on the date of the resolutions described below; (3) that attached thereto is a true, correct and complete copy of the requisite resolutions of the Board of Directors of Buyer approving and Buyer, in each case authorizing the execution, delivery and performance by Buyer of this Agreement and each Ancillary Document of Buyer and the transactions contemplated herein and therein, and that such resolutions in each case as are the only resolutions of such Board of Directors with respect to such matters and have not been modified, rescinded or amended and remain then in full force and effect; and (4) that each person who, as an officer of Buyer, signed and delivered this Agreement or any Ancillary Document was at the time of such signing and delivery duly elected and appointed, qualified and acting as such officer; (fh) the Sublease Transition Services Agreement, executed by Buyer, in form and substance satisfactory ; (i) all other documents as the Company may reasonably request to Sellersfacilitate the consummation of the transactions contemplated herein; and (gj) all other documents and items required by this Agreement to be delivered, or caused to be delivered, by Buyer at Closing.

Closing Deliveries by Buyer. At ClosingIn addition to any other document to be delivered under any other provision of this Agreement, Buyer will deliver, shall deliver or cause to be delivered, to delivered at the applicable Seller (or as the applicable Seller or this Agreement otherwise directs), the followingClosing: (a) payment of the Estimated Purchase Price, pursuant to Section 2.3; (b1) the Xxxx of Sale and Assignments of LeasesEscrow Payment Letter, each executed by Buyer; (c2) wire transfers pursuant to Section 2(a), in payment of the Cash Consideration less, with respect to each Seller, the amount, if any, of the Net Seller’s Debt of such Seller determined pursuant to Section 4(mm); (3) the Trademark Assignment and the Domain Name AssignmentPromissory Note, each executed by Buyer; (d4) each Transition Services the Security and Pledge Agreement, each executed by Buyer and the Shares Escrow Agent, together with standby stock powers as provided in the Security and Pledge Agreement; (5) (if available for the Closing) the Facilities Purchase Agreement, executed by Buyer, pursuant to Section 5.12; (e6) an officer’s certificate of a duly authorized officer of Buyer, in a form approved by Parent (such approval not if available for the Closing) each Other Facilities Purchase Document required to be unreasonably withheldexecuted by the Facilities Purchaser (or any affiliate or Related Person of the Facilities Purchaser), dated the Closing Date, executed by such officerPerson; (7) a capital contribution to Company in the aggregate amount of $6,000,000 (the “Capital Contribution”), each which shall be made in the form of two wire transfers, one from Buyer and the other from the Deposit Escrow Agent, of immediately available federal funds to an account which shall have been specified by Company in writing to Buyer at least five Business Days before the Closing Date; (8) a certificate of Buyer certifying as to the fulfillment of the conditions specified in Sections 8(a) and 8(b); (9) a certificate of Buyer certifying that, except as described in Schedule 7(a), Buyer has no Knowledge of (1) that attached thereto are trueany Breach of any representation, correct warranty or covenant made by Sellers and complete copies Company in this Agreement or (2) any fact or circumstance that, with or without notice or the passage of time, would reasonably be expected to constitute or result in any such Breach; (10) the Release and Covenant, executed by Buyer; (11) a copy of the certificate or articles of incorporation (including all amendments thereto) of Buyer, including any and that all amendments thereto and restatements thereof, duly certified by the same are in full force and effect; (2) that attached thereto are true, correct and complete copies Secretary of State of the bylaws State of Delaware as of a date not earlier than three Business Days before the Closing Date; (12) a certificate or certificates as to the existence and good standing of Buyer duly executed by the Secretary of State of the State of Delaware as of a date not earlier than three Business Days before the Closing Date; (13) a certificate of the Secretary of Buyer certifying as to (A) the Governing Documents of Buyer, and that the same are full force and effect and were in full force and effect on the date of (B) the resolutions described below; (3) that attached thereto is a true, correct and complete copy adopted by the board of the requisite resolutions of the Board of Directors directors of Buyer approving and authorizing the execution, delivery and performance by Buyer of this Agreement Buyer’s Documents, and each Ancillary Document (C) the incumbency and specimen signature(s) of the officer(s) of Buyer and the transactions contemplated herein and therein, and that such resolutions are the only resolutions of such Board of Directors with respect to such matters and have not been modified, rescinded or amended and remain in full force and effect; and (4) that each person who, as an officer of executing Buyer, signed and delivered this Agreement or any Ancillary Document was at the time of such signing and delivery duly elected and appointed, qualified and acting as such officer; (f) the Sublease Agreement, executed by Buyer, in form and substance satisfactory to Sellers’s Documents on its behalf; and (g14) all such other documents as Sellers and items required by this Agreement to be delivered, Company may reasonably request for the purpose of facilitating or caused to be delivered, by Buyer at Closingevidencing the consummation of the Transactions.

Closing Deliveries by Buyer. At the Closing, Buyer will deliver, shall deliver or cause to be delivered, delivered to the applicable Seller (or as the applicable Seller or this Agreement otherwise directs), the followingSeller: (ai) payment of the Estimated Purchase Price, pursuant to Section 2.3Intellectual Property Assignment Agreement; (bii) the Xxxx of Sale Assignment and Assignments of Leases, each executed by BuyerAssumption Agreement; (ciii) such instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and Buyer, as may be reasonably necessary to effect Buyer’s assumption of the Trademark Assumed Liabilities in accordance with the terms of this Agreement and the Assignment and the Domain Name Assignment, each executed by BuyerAssumption Agreement; (div) each Transition Services Agreement, each executed by Buyer, pursuant to Section 5.12copies of all Buyer Governmental Consents and Buyer Third Party Consents; (ev) an officer’s certificate of written irrevocable instructions executed by a duly authorized officer of BuyerBuyer directing its transfer agent to issue to Seller, or in a form approved such nominee name(s) as designated by Parent Seller in writing, the Shares (such approval not Shares to be unreasonably withheldcertificated and delivered to Xxxxxx Xxx at the notice address of Seller promptly following the Closing); (vi) a registration rights agreement, substantially in the form of Exhibit F hereto (the “Registration Rights Agreement”); (vii) an opinion, dated as of the Closing Date, executed by such officerfrom Xxxxxx & Xxxxxxx LLP, each certifying (1) that attached thereto are true, correct and complete copies of the certificate or articles of incorporation (including all amendments thereto) of counsel to Buyer, and that in the same are in full force and effect; (2) that attached thereto are true, correct and complete copies form of the bylaws of Buyer, and that the same are full force and effect and were in full force and effect on the date of the resolutions described below; (3) that attached thereto is a true, correct and complete copy of the requisite resolutions of the Board of Directors of Buyer approving and authorizing the execution, delivery and performance by Buyer of this Agreement and each Ancillary Document of Buyer and the transactions contemplated herein and therein, and that such resolutions are the only resolutions of such Board of Directors with respect to such matters and have not been modified, rescinded or amended and remain in full force and effect; and (4) that each person who, as an officer of Buyer, signed and delivered this Agreement or any Ancillary Document was at the time of such signing and delivery duly elected and appointed, qualified and acting as such officerExhibit H hereto; (fviii) Buyer Common Stock shall not have been suspended, as of the Sublease AgreementClosing Date, executed by Buyerthe SEC or Nasdaq from trading on Nasdaq nor shall suspension by the SEC or Nasdaq have been threatened, as of the Closing Date, either (i) in form writing by the SEC or Nasdaq or (ii) by falling below the minimum listing maintenance requirements of Nasdaq; (ix) Buyer shall have obtained all necessary blue sky law permits and substance satisfactory to Sellersqualifications, or secured exemptions therefrom, required by an state or foreign or other jurisdiction for the offer and sale of the Shares; and (gx) all other documents and items the Shares to be issued shall be duly authorized for listing by Nasdaq, subject to official notice of issuance, to the extent required by this Agreement to be delivered, or caused to be delivered, by Buyer at Closingthe rules of Nasdaq.

Closing Deliveries by Buyer. At Closing, Buyer will deliver, or cause to be delivered, to the applicable Seller (or as the applicable Seller or this Agreement otherwise directs), the following: (a) payment of the Estimated Purchase Price, Price pursuant to Section 2.3Article 2; (b) a duly executed copy of the Xxxx of Sale and Assignments of Leases, each executed by BuyerNon-Competition Agreement; (c) subject to Section 5.16, a duly executed copy of the Trademark Assignment and the Domain Name Assignment, each executed by BuyerTransition Services Agreement; (d) each Transition Services Agreement, each executed by Buyer, pursuant to Section 5.12; (e) an officer’s certificate 's certificates of a duly authorized officer of Buyer, in a form approved in advance by Parent Seller (such approval not to be unreasonably withheld), dated the Closing Date, Date and executed by such officer, each certifying (1) that attached thereto are true, correct and complete copies of the certificate or articles of incorporation (including all amendments thereto) of Buyer, and that the same are in full force and effect; (2) that attached thereto are true, correct and complete copies of the bylaws of Buyer, and that the same are full force and effect and were in full force and effect on the date of the resolutions described below; (3) that attached thereto is a true, correct and complete copy of the requisite Organizational Documents of Buyer as are then in full force and effect, and (2) that attached thereto is a true, correct and complete copy of the resolutions of the Board of Directors Directors, Managers or Members of Buyer approving and Buyer, as applicable, authorizing the execution, delivery and performance by Buyer of this Agreement and each Ancillary Document of Buyer and the transactions contemplated herein and therein, and that such resolutions in each case as are the only resolutions of such Board of Directors with respect to such matters and have not been modified, rescinded or amended and remain then in full force and effect; and ; (4e) that each person whosubject to Section 5.12, as an officer a duly executed copy of Buyer, signed and delivered this Agreement or any Ancillary Document was at the time of such signing and delivery duly elected and appointed, qualified and acting as such officerDenver Sublease; (f) the Sublease Agreement, executed by a certificate of a duly authorized officer of Buyer, in a form approved in advance by Seller (such approval not to be unreasonably withheld), dated the Closing Date and substance satisfactory executed by such officer, certifying (1) that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Closing Date, and (2) certifying the signature of each officer of Buyer authorized to Sellerssign this Agreement and the other documents delivered herewith; and (g) all other documents and items required by this Agreement to be delivered, or caused to be delivered, by Buyer at Closing.

Closing Deliveries by Buyer. At Closingthe Closing (or such other time as indicated below), Buyer will deliver, or cause to be delivered, to the applicable Seller (or as the applicable Seller or this Agreement otherwise directs)Seller, the following: : (a) payment of the Estimated Purchase PriceEscrow Agreement, pursuant to Section 2.3; duly executed by Buyer and the Escrow Agent; (b) the Xxxx of Sale and Assignments of LeasesSale, each duly executed by Buyer; Buyer or its applicable Affiliate; (c) the Trademark Assignment and the Domain Name AssignmentNCH Master Services Agreement, each duly executed by Buyer; ; (d) each Transition the New Reinsurance Agreement, duly executed by the Xxxxxx Plan; (e) the Interim Services Agreement, each duly executed by Buyerthe Xxxxxx Plan; (f) the Management Agreement, pursuant to Section 5.12; duly executed by the Xxxxxx Plan; (eg) an officer’s a certificate of a duly the Secretary or other authorized officer of Buyer, in a form approved by Parent (such approval not certifying as to be unreasonably withheld), dated the Closing Date, executed by such officer, each certifying (1) that attached thereto are true, correct and complete copies of the certificate resolutions or articles of incorporation (including all amendments thereto) actions of Buyer, ’s board of directors or other governing body approving the execution and that the same are in full force and effect; (2) that attached thereto are true, correct and complete copies of the bylaws of Buyer, and that the same are full force and effect and were in full force and effect on the date of the resolutions described below; (3) that attached thereto is a true, correct and complete copy of the requisite resolutions of the Board of Directors of Buyer approving and authorizing the execution, delivery and performance by Buyer of this Agreement and each Ancillary Document other agreement contemplated hereby to which such Person is a party and the consummation of Buyer and the transactions contemplated herein and thereinhereby, and certifying to the incumbency of the officer of Buyer executing this Agreement and any other documents being executed in connection with the consummation of the transactions contemplated hereby and thereby; (h) a certificate, duly executed by an authorized officer of Buyer that each of the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied; (i) the Trademark Assignment Agreement, duly executed by Buyer or its applicable Affiliate; (j) the Intellectual Property License Agreement, duly executed by Buyer or its applicable Affiliate; (k) if the Required Regulatory Approval(s) are obtained and the Novation(s) are consummated at or prior to the Closing (or if obtained and consummated following the Closing, at such resolutions are time), such documents and agreements as may be required by CHFS, the only resolutions of such Board of Directors with respect DOI, CMS or any other applicable Governmental Authority to such matters and have not been modified, rescinded or amended and remain in full force and effectreflect the Novation(s) (but subject to the conditions set forth herein); and (4l) that each person whosuch other agreements, as an officer of Buyer, signed documents and certificates required to be delivered by Buyer pursuant to this Agreement or any Ancillary Document was at the time of such signing and delivery duly elected and appointed, qualified and acting as such officer; (f) the Sublease Agreement, executed by Buyer, in form and substance satisfactory to Sellers; and (g) all other documents and items required by this Agreement to be delivered, or caused to be delivered, by Buyer at Closing.Closing Date. ARTICLE VI