Common use of Closing Deliveries by Seller to Buyer Clause in Contracts

Closing Deliveries by Seller to Buyer. At the Closing, Seller shall deliver, or shall cause to be delivered, to Buyer the following: (a) Assignments of Partnership Interests of Astoria LP in the forms attached hereto as Exhibit A, providing for the assignment of all partnership interests of Astoria LP; (b) stock certificates for all shares of common stock of OPOS, with valid stock powers executed in blank; (c) subject to receipt of the applicable Seller Consents, an executed counterpart of the Assignment and Assumption Agreement substantially in the form attached as Exhibit B (the “Assignment and Assumption Agreement”), which shall effect the assignment to Buyer or the Companies of Contracts set forth on Schedule 2.04(c) (the “Assigned Contracts”), as applicable, and the assumption by Buyer or the Companies of all obligations arising under such Assigned Contracts, together with the applicable Seller Consents; (d) an executed counterpart of the Transition Services Agreement, in the form reasonably satisfactory to the Parties (the “Transition Services Agreement”). The Parties agree that Seller will provide the transition services reasonably requested by Buyer; provided that, (i) such services shall not extend beyond six months after the Closing Date, (ii) such services shall be provided at Seller’s cost which shall be reimbursed by Buyer, (iii) Seller shall not be required to perform any services that it cannot perform under applicable Law, (iv) Seller shall be indemnified by Buyer against any and all risks associated with providing such services (other than losses attributable to Seller’s gross negligence or willful misconduct), and (v) Seller shall indemnify Buyer against any and all losses suffered by Buyer attributable to Seller’s gross negligence or willful misconduct; (e) the certificate described in Section 7.02(g); (f) a duly executed affidavit of non-foreign status by the Guarantor and the Seller described in Section 1445 of the Code and the regulations thereunder; (g) to the extent assignable without consent of the counterparty, an executed assignment by Guarantor, on behalf of itself and its subsidiaries, of its rights as they relate to the Companies and their business, under each of the confidentiality agreements executed by or on behalf of the Guarantor and/or its subsidiaries in connection with the proposed sale of the Companies, in the form attached as Exhibit C; and (h) subject to obtaining approval from the applicable insurers, certificates of insurance for the Scheduled Insurance Policies showing that Buyer and the Companies are the named insureds and Seller is an additional insured under the Scheduled Insurance Policies, together with consents of the applicable insurers consenting to designating Buyer and the Companies as named insureds and Seller as an additional insured.

Closing Deliveries by Seller to Buyer. At the Closing, Seller shall deliver, or shall cause to be delivered, to Buyer the following: (a) Assignments payoff letters from the Company’s lenders with respect to any Company Indebtedness in form and substance reasonably satisfactory to the Buyer, which payoff letters will (i) evidence payoff and satisfaction of Partnership Interests of Astoria LP in the forms attached hereto as Exhibit A, providing all outstanding Company Indebtedness (ii) provide for the assignment termination of all partnership interests obligations of Astoria LPthe Companies with respect to the Company Indebtedness, and (iii) provide for the automatic termination, upon payment of the payoff amount indicated in such payoff letter, any Liens securing the obligations of any Company under such Company Indebtedness (such letters being the “Payoff Letters” and the aggregate amount indicated for payment on the Closing Date in all of the Payoff Letters being the “Payoff Amount”); (b) stock certificates for all shares any other evidence reasonably required by Buyer to evidence the satisfaction of common stock any Company Indebtedness and the payment of OPOS, with valid stock powers executed in blankany amounts required to be paid at the Closing pursuant to Section 5.5; (c) subject to receipt an original copy of the applicable Seller ConsentsAssignment, an executed counterpart of the Assignment Assumption and Assumption Contribution Agreement substantially in the form attached hereto as Exhibit B A (the “Assignment and Assumption Drop-down Agreement”), which shall effect the assignment to Buyer or the Companies of Contracts set forth on Schedule 2.04(c) (the “Assigned Contracts”), as applicable, duly executed by Seller and the assumption by Buyer or the Companies of all obligations arising under such Assigned Contracts, together with the applicable Seller ConsentsPower Products; (d) an counterparts duly executed counterpart by Seller of assignments of the Transition Services AgreementPurchased IP, including separate assignments of all registered marks, patents and copyrights included in the Purchased IP in the form reasonably satisfactory to the Parties (the “Transition Services Agreement”). The Parties agree that Seller will provide the transition services reasonably requested by Buyer; provided thatattached hereto as Exhibits X-0, (i) such services shall not extend beyond six months after the Closing Date, (ii) such services shall be provided at Seller’s cost which shall be reimbursed by Buyer, (iii) Seller shall not be required to perform any services that it cannot perform under applicable Law, (iv) Seller shall be indemnified by Buyer against any X-0 and all risks associated with providing such services (other than losses attributable to Seller’s gross negligence or willful misconduct), and (v) Seller shall indemnify Buyer against any and all losses suffered by Buyer attributable to Seller’s gross negligence or willful misconductB-3; (e) a counterpart duly executed by Seller of an assignment of Equity Interests (the certificate described “Company Assignment Agreement”) in Section 7.02(g)the form attached hereto as Exhibit C evidencing the assignment and transfer to Buyer of the Company Interests; provided, however, that at Buyer’s election, such Company Interests may be assigned directly to another Person designated by Buyer that is an Affiliate controlled by Buyer; (f) a original stock certificates evidencing the corporate Company Interests accompanied by stock powers duly executed affidavit by Seller in a form reasonably acceptable to Buyer evidencing the assignment and transfer to Buyer of such Company Interests; provided, however, that at Buyer’s election, such Company Interests may be assigned directly to another Person designated by Buyer that is an Affiliate controlled by Buyer; (g) the originals or copies of all of the Companies’ books, records, ledgers, proprietary information and other data, and all other written or electronic depositories of information (which delivery may be made and will be deemed to be received at the offices of the Purchased Entities); (h) copies of the Certificate of Incorporation of each Purchased Entity (certified as of the most recent practicable date by the Secretary of State of the state of incorporation of such Purchased Entity) that is a corporation incorporated in the United States; (i) copies of the Certificate of Formation or other similar organizational document of each Purchased Entity (certified as of the most recent practicable date by the Secretary of State of the state of formation of such Purchased Entity) that is formed, organized or otherwise incorporated in the United States but that is not a corporation; (j) copies of the Certificate of Formation or other similar organizational document of each Purchased Entity that is formed, organized or otherwise incorporated in a jurisdiction that is not part of the United States; (k) true and correct copies of the limited liability company agreements, limited partnership agreements (or other governing agreements) for each Purchased Entity that is not a corporation; (l) a certificate of the Secretary of State of the state of formation or incorporation for each Purchased Entity that is formed, organized or otherwise incorporated in the United States certifying as to the good standing of each such Purchased Entity as of the most recent practicable date; (m) a certification of non-foreign status in the form prescribed by the Guarantor and the Seller described in Treasury Regulation Section 1445 of the Code and the regulations thereunder1.1445-2(b) with respect to Seller; (gn) the resignation or removal (effective as of Closing) of such managers, partners, officers and directors, of any of the Purchased Entities as Buyer shall request; (o) a closing certificate in a form reasonably acceptable to the extent assignable without consent Buyer duly executed by the President and Chief Executive Officer of Seller as to satisfaction of the counterparty, an executed assignment by Guarantor, on behalf conditions set forth in Sections 6.1 and 6.2; (p) a secretary’s certificate of itself and its subsidiaries, of its rights as they relate Seller in a form reasonably acceptable to the Companies Buyer duly executed by the secretary or assistant secretary of Seller; (q) a counterpart duly executed by Seller and their business, under each member of Seller of the confidentiality agreements Registration Rights Agreement; (r) a counterpart duly executed by or on behalf Seller of the Guarantor and/or its subsidiaries in connection with the proposed sale Working Capital Escrow Agreement; (s) a counterpart duly executed by Seller of the Companies, in Indemnity Escrow Agreement; (t) evidence reasonably satisfactory to Buyer of the form attached termination of the sales consulting agreements identified as Exhibit C“relationship inactive” on Schedule 3.5(b); and (hu) subject to obtaining approval from the applicable insurers, certificates of insurance for the Scheduled Insurance Policies showing that Buyer and the Companies are the named insureds and Seller is an additional insured under the Scheduled Insurance Policies, together with consents a copy of the applicable insurers consenting Rig Agreement in form and substance reasonably acceptable to designating Buyer duly executed and the Companies as named insureds delivered by both Power Products and Seller as an additional insuredEI.

Closing Deliveries by Seller to Buyer. At the Closing, Seller shall deliver, or shall cause to be delivered, to Buyer the following: (a) Assignments a counterpart duly executed by Seller of Partnership Interests of Astoria LP an assignment in the forms form attached hereto as Exhibit A, providing for A evidencing the assignment and transfer to Buyer of all partnership interests of Astoria LPthe Interests (the “Assignment Agreement”); (b) stock certificates for all shares of common stock of OPOS, a duly completed and executed Internal Revenue Service Form W-9 with valid stock powers executed in blankrespect to Summit Parent; (c) subject to receipt the resignation or removal (effective as of Closing) of managers, officers and directors of each of the applicable Seller Consents, an executed counterpart of the Assignment and Assumption Agreement substantially in the form attached as Exhibit B (the “Assignment and Assumption Agreement”), which shall effect the assignment to Buyer or the Companies of Contracts set forth on Schedule 2.04(c) (the “Assigned Contracts”)Companies, as applicable, and the assumption nominated or appointed by Buyer Seller or the Companies of all obligations arising under such Assigned Contracts, together with the applicable Seller Consentsits Affiliates; (d) an executed counterpart a certificate, dated as of the Transition Services Agreement, in the form reasonably satisfactory to the Parties (the “Transition Services Agreement”). The Parties agree that Seller will provide the transition services reasonably requested by Buyer; provided that, (i) such services shall not extend beyond six months after the Closing Date, (ii) such services shall be provided at Seller’s cost which shall be reimbursed by in form and substance reasonably satisfactory to Buyer, duly executed by an officer of Seller certifying (iiiA) the authenticity and effectiveness of the actions of the members, managers or officers of the Seller, as appropriate, authorizing the execution of this Agreement and the Transaction Documents to which Seller shall not be required to perform any services that it cannot perform under applicable Law, is a party; (ivB) Seller shall be indemnified by Buyer against any and all risks associated with providing such services (other than losses attributable to Seller’s gross negligence or willful misconduct), the Charter Documents of each Company; and (vC) the incumbency of the officers signing this Agreement or any of the Transaction Documents on behalf of Seller shall indemnify Buyer against any and all losses suffered by Buyer attributable to Seller’s gross negligence or willful misconduct(together with specimen signatures); (e) the certificate described fully executed copies of all registrations, filings, applications, notices, consents, approvals, orders, qualifications and waivers listed on Schedule 2.4(e) and Schedule 3.3, in Section 7.02(g)form and substance reasonably satisfactory to Buyer; (f) a duly executed affidavit certificate of non-foreign status good standing dated not more than ten (10) Business Days prior to the Closing Date with respect to each Company and Seller issued by the Guarantor and the Seller described in Section 1445 Secretary of State of the Code and the regulations thereunderState of their formation; (g) payoff letters evidencing the repayment of all of the Indebtedness, including customary contingent lien release and commitment termination language, subject only to payment of the payoff amounts included therein, in each case in form and substance reasonably satisfactory to Buyer, duly executed and delivered by the applicable payees identified therein (the “Payoff Letters”); (h) the Transition Services Agreement, duly executed by the Seller; (i) subject to Buyer’s compliance with Section 6.20, Seller shall cause Summit Marketing to deliver an executed counterpart to the extent assignable without consent Double E Release Agreement, and Seller shall cause Double E to deliver an executed counterpart to the the FTSA and the NRA; (j) evidence of the counterparty, an executed assignment by Guarantor, on behalf of itself full repayment and its subsidiaries, of its rights as they relate to the Companies and their business, under each termination of the confidentiality agreements executed by or on behalf IRB Arrangement and the purchase of the Guarantor and/or its subsidiaries in connection with the proposed sale of the Companies, in the form attached as Exhibit CIRB Assets by Summit Permian; and (hk) subject to obtaining approval from the applicable insurers, certificates of insurance for the Scheduled Insurance Policies showing that Buyer and the Companies are the named insureds and Seller is an additional insured under the Scheduled Insurance Policies, together with consents evidence of the applicable insurers consenting to designating Buyer and termination of the Companies as named insureds and Seller as an additional insuredTransaction Confirmation.

Closing Deliveries by Seller to Buyer. At the Closing, Seller shall deliver, or shall cause to be delivered, to Buyer the following:Buyer (a) Assignments a certification of Partnership Interests of Astoria LP non-foreign status in the forms attached form prescribed by Treasury Regulation Section 1.1445-2(b) with respect to Seller, and with respect to the owner of Seller if Seller is treated as a disregarded entity for federal income Tax purposes. If, on or before the Closing Date, Buyer shall not have received the non-foreign status affidavit(s), Buyer may withhold from the Purchase Price payable at Closing to Seller pursuant hereto such sums as Exhibit A, providing for the assignment of all partnership interests of Astoria LPare required to be withheld therefrom under Code Section 1445; (b) stock certificates for all shares of common stock of OPOS, with valid stock powers executed in blank;[Intentionally Omitted] (c) subject to receipt Copies of the applicable Seller Consents, an executed counterpart of the Assignment and Assumption Agreement substantially in the form attached as Exhibit B (the “Assignment and Assumption Agreement”), which shall effect the assignment to Buyer or the Companies of Contracts relevant title documents set forth on Schedule 2.04(c) (the “Assigned Contracts”), as applicable, in Sections 5.22 and the assumption by Buyer or the Companies of all obligations arising under such Assigned Contracts, together with the applicable Seller Consents5.23; (d) an a xxxx of sale reasonably acceptable to Buyer and duly executed counterpart by Seller, conveying title to all of the Transition Services Agreement, such Seller's owned personal property included in the form reasonably satisfactory to the Parties (the “Transition Services Agreement”). The Parties agree that Seller will provide the transition services reasonably requested by Buyer; provided that, (i) such services shall not extend beyond six months after the Closing Date, (ii) such services shall be provided at Seller’s cost which shall be reimbursed by Buyer, (iii) Seller shall not be required to perform any services that it cannot perform under applicable Law, (iv) Seller shall be indemnified by Buyer against any and all risks associated with providing such services (other than losses attributable to Seller’s gross negligence or willful misconduct), and (v) Seller shall indemnify Buyer against any and all losses suffered by Buyer attributable to Seller’s gross negligence or willful misconductPurchased Assets; (e) warranty deeds reasonably acceptable to Buyer and duly executed by Seller, conveying good and marketable title to the certificate described in Section 7.02(gProperty to Buyer, subject only to the Permitted Liens (each a "Warranty Deed" and collectively, the "Warranty Deeds"); (f) a duly executed affidavit of non-foreign status by real estate transfer tax valuation affidavits (the Guarantor "Transfer Tax Affidavits") in form and the Seller described in Section 1445 of the Code and the regulations thereundersubstance reasonably acceptable to Buyer; (g) affidavits reasonably acceptable to Buyer (each an "Owner's Affidavit" and collectively, the "Owner’s Affidavits") for the removal of standard printed exceptions on each Title Policy; provided however, Seller agrees to modify such Owner's Affidavits as reasonably requested by the Title Insurer to make each such Owner's Affidavit consistent with the Title Insurer's standard Owner's Affidavit for similar transactions at the time of the Closing; (h) such other affidavits and agreements required by the Title Insurer to issue the Title Policies; (i) resolutions of the managers, members, directors and shareholders of Seller authorizing the transactions contemplated by this Agreement; (j) releases of any security interest or similar Liens held on any of the Purchased Assets (other than Permitted Liens); (k) the certificate referenced in Section 7.3; (l) the Assignment and Assumption Agreements duly executed by Seller and any other counterparties; (m) the resignations and removals referenced in Section 6.6; (n) Promptly after the date of this Agreement, Seller shall obtain and provide to Buyer the Estoppel Certificates. No earlier than 60 days prior to the extent assignable without consent of the counterpartyClosing Date, Seller shall provide Buyer updated Estoppel Certificates with an executed assignment by Guarantor, on behalf of itself and its subsidiaries, of its rights as they relate effective date no earlier than 60 days prior to the Companies and their business, under each of the confidentiality agreements executed by or on behalf of the Guarantor and/or its subsidiaries in connection with the proposed sale of the Companies, in the form attached as Exhibit CClosing Date; and (ho) subject such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to obtaining approval from the applicable insurersBuyer, certificates of insurance for the Scheduled Insurance Policies showing that Buyer and the Companies are the named insureds and Seller is an additional insured under the Scheduled Insurance Policies, together with consents of the applicable insurers consenting as may be required to designating Buyer and the Companies as named insureds and Seller as an additional insuredgive effect to this Agreement.

Closing Deliveries by Seller to Buyer. At the Closing, Seller shall deliver, or shall cause to be delivered, to Buyer the followingBuyer: (a) Assignments a certification of Partnership Interests of Astoria LP non-foreign status in the forms attached form prescribed by Treasury Regulation Section 1.1445-2(b) with respect to Seller or with respect to the regarded owner of Seller if Seller is treated as a disregarded entity for federal income tax purposes. If, on or before the Closing Date, Buyer shall not have received the non-foreign status affidavit(s), Buyer may withhold from the Purchase Price payable at the Closing to Seller pursuant hereto such sums as Exhibit A, providing for the assignment of all partnership interests of Astoria LPare required to be withheld therefrom under Code Section 1445; (b) stock certificates for all shares Utilizing the application in the form attached as Exhibit 2.6(b)-1 (or such updated application as becomes statutorily mandated after the date of common stock of OPOSthis Agreement), with valid stock powers executed in blank; (c) subject to receipt of Seller shall order a Tax Clearance Certificate from the applicable Seller Consents, an executed counterpart of Taxing Authority where the Assignment and Assumption Agreement Purchased Assets or Business are located substantially in the form attached as Exhibit B 2.6(b)-2 or such updated form as becomes statutorily mandated after the date of this Agreement (the “Assignment "Tax Clearance Certificate") and Assumption Agreement”), which shall effect the assignment obtain and deliver to Buyer a letter from such Taxing Authority indicating whether there are any amounts owed to such Taxing Authority as of the Closing by Seller with respect to the Purchased Assets or the Companies Business ("Tax Status Letter"). If any amounts are owed, Seller represents and warrants, covenants and agrees that it shall make timely payments of Contracts set forth on Schedule 2.04(csuch amounts and such amounts paid or to be paid are solely at Seller's cost and expense; (c) a bxxx of sale substantially in the form of Exhibit 2.6(c) (the “Assigned Contracts”)"Bxxx of Sale") and duly executed by Seller, as applicableconveying to Buyer good and valid title to all of such Seller's owned tangible personal property included in the Purchased Assets or Business, and the assumption by Buyer or the Companies of all obligations arising under such Assigned Contracts, together with the applicable Seller Consentssubject only to Permitted Liens; (d) a covenant deed substantially in the form of Exhibit 2.6(d) (the "Deed") and duly executed and acknowledged by Seller, conveying good and marketable title to the Property listed on Schedule 3.13(c) to Buyer, subject only to the Permitted Liens; (e) a real estate transfer tax valuation affidavit (the "Transfer Tax Affidavit") in a form and substance reasonably acceptable to Buyer; (f) an assignment and assumption agreement substantially in the form of Exhibit 2.6(f) (the "Assignment and Assumption Agreement"), duly executed counterpart by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (g) an owner's affidavit substantially in the form of Exhibit 2.6(g) and duly executed by Seller; (h) resolutions of the sole member of Seller authorizing the transactions contemplated by this Agreement; (i) as per Section 6.6, evidence reasonably satisfactory to Buyer of Seller's compliance with Section 5.7; (j) the Seller Parent Guaranty Agreement, duly executed by Seller Parent; (k) the certificate referenced in Section 6.3; (l) if the Purchased Assets include any bank account, a power of attorney in form reasonably acceptable to Buyer, giving Buyer the power to control such bank account until the applicable bank transfers the account to be in the name of Buyer; (m) the Transition Services Agreement, in the form reasonably satisfactory to the Parties (the “Transition Services Agreement”). The Parties agree that Seller will provide the transition services reasonably requested by Buyer; provided that, (i) such services shall not extend beyond six months after the Closing Date, (ii) such services shall be provided at Seller’s cost which shall be reimbursed by Buyer, (iii) Seller shall not be required to perform any services that it cannot perform under applicable Law, (iv) Seller shall be indemnified by Buyer against any and all risks associated with providing such services (other than losses attributable to Seller’s gross negligence or willful misconduct), and (v) Seller shall indemnify Buyer against any and all losses suffered by Buyer attributable to Seller’s gross negligence or willful misconduct; (e) the certificate described in Section 7.02(g); (f) a duly executed affidavit of non-foreign status by the Guarantor and the Seller described in Section 1445 of the Code and the regulations thereunder; (g) to the extent assignable without consent of the counterparty, an executed assignment by Guarantor, on behalf of itself and its subsidiaries, of its rights as they relate to the Companies and their business, under each of the confidentiality agreements executed by or on behalf of the Guarantor and/or its subsidiaries in connection with the proposed sale of the Companies, in the form attached as Exhibit CUSPG; and (hn) subject such other customary instruments of sale, assignment, transfer, and assumption, in form and substance reasonably satisfactory to obtaining approval from the applicable insurersBuyer, certificates of insurance for the Scheduled Insurance Policies showing that Buyer and the Companies are the named insureds and Seller is an additional insured under the Scheduled Insurance Policies, together with consents of the applicable insurers consenting as may be required to designating Buyer and the Companies as named insureds and Seller as an additional insuredgive effect to this Agreement.

Closing Deliveries by Seller to Buyer. At the Closing, Seller shall deliver, or shall cause to be delivered, to Buyer the following: (a) Assignments a counterpart duly executed by Seller of Partnership Interests of Astoria LP in the forms attached hereto as Exhibit A, providing for an assignment evidencing the assignment and transfer to Buyer of all partnership interests of Astoria LPthe Interests (the “Assignment Agreement”); (b) stock certificates for all shares a counterpart of common stock of OPOS, with valid stock powers a mutual release duly executed in blank;by Xxxxxx (the "Mutual Release")' (c) subject a duly completed and executed Internal Revenue Service Form W-9 with respect to receipt Summit Parent, in its capacity as the owner of the applicable Seller Consents, an executed counterpart of the Assignment and Assumption Agreement substantially in the form attached as Exhibit B (the “Assignment and Assumption Agreement”), which shall effect the assignment to Buyer or the Companies of Contracts set forth on Schedule 2.04(c) (the “Assigned Contracts”), as applicable, and the assumption by Buyer or the Companies of all obligations arising under such Assigned Contracts, together with the applicable Seller ConsentsCompany assets for U.S. federal income tax purposes; (d) the written resignation or removal (effective as of Closing) of all directors and officers or similar persons on any board or operating, management or other committee established under the Charter Documents of the Company, in form and substance reasonably satisfactory to Buyer; (e) a certificate, dated as of the Closing Date, duly executed by an officer of Seller certifying to and providing (A) copies of the Charter Documents of the Company; and (B) resolutions from the board of managers, members, managing member or similar governing body of Seller duly authorizing and approving the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated herein and therein, in form and substance reasonably satisfactory to Buyer; (f) fully executed counterpart copies of all registrations, filings, applications, notices, consents, approvals, orders, qualifications and waivers listed on Schedule 2.4(f), in form and substance reasonably satisfactory to Buyer; (g) a certificate of good standing dated not more than ten (10) Business Days prior to the Closing Date with respect to the Company and Seller issued by the Secretary of State of the State of their formation; (h) payoff letters evidencing the repayment of all of the Indebtedness, including customary contingent lien release and commitment termination language, subject only to payment of the payoff amounts included therein, in each case in form and substance reasonably satisfactory to Xxxxx, duly executed and delivered by the applicable payees identified therein (the “Payoff Letters”); (i) the Transition Services Agreement, in the form reasonably satisfactory to the Parties (the “Transition Services Agreement”). The Parties agree that Seller will provide the transition services reasonably requested by Buyer; provided that, (i) such services shall not extend beyond six months after the Closing Date, (ii) such services shall be provided at Seller’s cost which shall be reimbursed by Buyer, (iii) Seller shall not be required to perform any services that it cannot perform under applicable Law, (iv) Seller shall be indemnified by Buyer against any and all risks associated with providing such services (other than losses attributable to Seller’s gross negligence or willful misconduct), and (v) Seller shall indemnify Buyer against any and all losses suffered by Buyer attributable to Seller’s gross negligence or willful misconduct; (e) the certificate described in Section 7.02(g); (f) a duly executed affidavit of non-foreign status by the Guarantor and the Seller described in Section 1445 of the Code and the regulations thereunder; (g) to the extent assignable without consent of the counterparty, an executed assignment by Guarantor, on behalf of itself and its subsidiaries, of its rights as they relate to the Companies and their business, under each of the confidentiality agreements executed by or on behalf of the Guarantor and/or its subsidiaries in connection with the proposed sale of the Companies, in the form attached as Exhibit CSeller; and (hj) subject to obtaining approval from the applicable insurers, certificates of insurance such other documents as Buyer may reasonably request for the Scheduled Insurance Policies showing that Buyer and purpose of consummating the Companies are the named insureds and Seller is an additional insured under the Scheduled Insurance Policies, together with consents of the applicable insurers consenting to designating Buyer and the Companies as named insureds and Seller as an additional insuredtransactions contemplated hereby.

Closing Deliveries by Seller to Buyer. At the Closing, Seller shall deliver, or shall cause to be delivered, to Buyer the following: (a) Assignments a counterpart of Partnership an assignment of the Interests in substantially the form of Astoria LP in the forms attached hereto as Exhibit A, providing for A (“Assignment Agreement”) evidencing the assignment and transfer to Buyer of all partnership interests of Astoria LPthe Interests, executed by Seller; (b) stock certificates for all shares of common stock of OPOSthe Title Affidavits, with valid stock powers executed in blankby Seller or the applicable Acquired Company, as applicable; (c) subject to receipt of the applicable Seller Consents, an executed a counterpart of the Assignment and Assumption Agreement substantially in the form attached as Exhibit B (the “Assignment and Assumption Registration Rights Agreement”), which shall effect the assignment to Buyer or the Companies of Contracts set forth on Schedule 2.04(c) (the “Assigned Contracts”), as applicable, and the assumption executed by Buyer or the Companies of all obligations arising under such Assigned Contracts, together with the applicable Seller ConsentsSeller; (d) an executed counterpart evidence of the Transition Services Agreement, in the form reasonably satisfactory to the Parties (the “Transition Services Agreement”). The Parties agree that Seller will provide the transition services reasonably requested by Buyer; provided that, (i) such services shall not extend beyond six months after the payment of all obligations of the Acquired Companies outstanding pursuant to, and the termination of each Terminated Contract (with the exception of any true-up, reconciliation or other payments required to be made following the Closing Date, pursuant to any Terminated Contract) and (ii) the release of all Liens on the Assets of the Acquired Companies securing such services shall be provided at Seller’s cost which shall be reimbursed by Buyer, (iii) Seller shall not be required to perform any services that it cannot perform under applicable Law, (iv) Seller shall be indemnified by Buyer against any and all risks associated with providing such services (other than losses attributable to Seller’s gross negligence or willful misconduct), and (v) Seller shall indemnify Buyer against any and all losses suffered by Buyer attributable to Seller’s gross negligence or willful misconductobligations; (e) if Buyer has timely delivered to Seller the certificate described Terminated Contracts Notice, evidence that the Intermediation True-up Cash has been deposited in accordance with Section 7.02(g6.17(a); (f) the officer’s certificate set forth in Section 7.3, executed by Seller; (g) a duly executed affidavit certification of non-foreign status with respect to Seller (or if Seller is disregarded as a separate entity from any other Person for such purposes, with respect to such other Person) in the form prescribed by the Guarantor and the Seller described in Treasury Regulation Section 1445 of the Code and the regulations thereunder1.1445-2(b)(2); (gh) to the extent assignable without consent evidence of the counterparty, an executed assignment by Guarantor, on behalf applicable Acquired Company’s corporate action taken in accordance with Section 6.14(h); (i) the resignations of itself and its subsidiaries, of its rights as they relate to the Companies and their business, under each (or evidence of the confidentiality agreements executed removal of) the directors, managers and officers (as applicable) of each Acquired Company (in such director’s, member’s or officer’s capacity as such) effective by or on behalf of the Guarantor and/or its subsidiaries in connection with Closing required pursuant to Section 6.15; (j) the proposed sale of the Companies, in the form attached as Exhibit CBuyer LC; and (hk) subject to obtaining approval from the applicable insurersany other agreements, instruments, certificates and documents which are required by the other terms of insurance for this Agreement to be executed and/or delivered at the Scheduled Insurance Policies showing that Buyer and the Companies are the named insureds and Closing by Seller is an additional insured under the Scheduled Insurance Policies, together with consents of the applicable insurers consenting to designating Buyer and the Companies as named insureds and Seller as an additional insuredor its Affiliates.

Closing Deliveries by Seller to Buyer. At the Closing, Seller shall deliver, or shall cause to be delivered, to Buyer the following: (a) Assignments a counterpart (i) executed by the Parent Companies of Partnership Interests an assignment of Astoria LP the Capital Stock of CMT in the forms form attached hereto as Exhibit A, providing for A-1 and (ii) executed by Seller of an assignment of the Capital Stock of CCI in the form attached hereto as Exhibit A-2 (each a “Company Assignment Agreement”) evidencing the assignment and transfer to Buyer of all partnership interests of Astoria LPthe Purchased Interests owned by Seller or such Parent Company, as applicable; (b) stock certificates for all shares a counterpart executed by each applicable Non-Company Affiliate of common stock of OPOS, with valid stock powers executed in blank; (c) subject to receipt of the applicable Seller Consents, an executed counterpart of the Assignment one or more assignment and Assumption Agreement assumption agreements each substantially in the form attached as Exhibit B (the each an “Assignment and Assumption Agreement”) which shall effect the assignment to Buyer or one of the Companies, as designated by Buyer within thirty (30) days following the Signing Date (as applicable, the “Assignee”), of each Assigned Contract by the Non-Company Affiliate that is party thereto (the “Assignor”) and the assumption by the Assignee of all obligations of the Assignor under each Assigned Contract; (c) a certification of non-foreign status in the form prescribed by Treasury Regulation Section 1.1445-2(c) with respect to Seller and each Parent Company (or the owner of each Parent Company that is treated as a disregarded entity for U.S. federal income Tax purposes); (d) Schedule 2.5(d), which schedule shall set forth the Closing Date Transactions; (e) Schedule 2.5(e), which schedule shall set forth the Support Obligations as of the Closing Date; (f) Schedule 2.8, which schedule shall set forth the allocation of the Purchase Price; (g) a counterpart executed by Seller and the Companies of the Transition Services Agreement; (h) a counterpart of the TRS Agreement and the Services Agreement executed by CG&E and CMT; (i) a counterpart executed by CMT and the applicable Non-Company Affiliate(s) identified therein of the Software and Intellectual Property License Agreement; (j) an executed counterpart of one or more assignment and xxxx of sale agreements, each substantially in the form attached as Exhibit J (each an “Assignment and Xxxx of Sale Agreement”), which shall effect the assignment transfer of ownership to the Assignee of the Transferred Equipment by Seller or the Non-Company Affiliate that is the owner thereof; (k) the books and records of each Company not present at such Company on the Closing Date and in the possession of Seller or a Non-Company Affiliate (it being agreed that Seller may retain a copy thereof); and (l) a “clearance certificate” under s.116 of the Canadian Tax Act satisfactory to Buyer to evidence that no withholding is required for the payment to Seller; provided that: (i) if a certificate issued by the Minister of National Revenue (Canada) pursuant to subsection 116(2) of the Canadian Tax Act in respect of the disposition of the CCI shares to Buyer, specifying a certificate limit in an amount which is not less than the portion of the Purchase Price allocable to the CCI shares, is not delivered to Buyer at or before the Companies Closing, Buyer shall be entitled to withhold from the Purchase Price payable to Seller at the Closing the amount that it may be required to remit pursuant to subsection 116(5) of Contracts set forth on Schedule 2.04(cthe Canadian Tax Act in connection with such purchase; (ii) if, prior to the 28th day after the end of the month in which the Closing occurs (or such later time if the “Assigned Contracts”Canada Revenue Agency confirms in writing that Buyer may continue to hold the amount withheld pursuant to Section ((l)) hereof), as applicableSeller delivers to Buyer: (A) a certificate issued by the Minister of National Revenue under Section 116(2) of the Canadian Tax Act in respect of the disposition of the CCI shares to Buyer, Buyer shall promptly pay to Seller the lesser of (I) the amount withheld pursuant to Section 2.5(l) hereof, and (II) the assumption amount withheld pursuant to Section 2.5(l) hereof less the amount, if any, by Buyer or which the Companies portion of all obligations arising under the Purchase Price allocable to the CCI shares exceeds the amount specified in such Assigned Contractscertificate as the certificate limit, multiplied by the percentage specified in subsection 116(5) of such Act, together with any interest earned on the amount so withheld to the date of such payment (less any applicable Seller Consents;withholding Tax), or (dB) an executed counterpart a certificate issued by the Minister of National Revenue under Section 116(4) of the Transition Services Agreement, Canadian Tax Act in respect of the form reasonably satisfactory disposition of the CCI shares to the Parties (the “Transition Services Agreement”). The Parties agree that Seller will provide the transition services reasonably requested by Buyer; provided that, (i) such services shall not extend beyond six months after the Closing Date, (ii) such services shall be provided at Seller’s cost which shall be reimbursed by Buyer, Buyer shall promptly pay the amount withheld pursuant to Section (iiil) Seller shall not be required to perform any services that it cannot perform under applicable Law, (iv) Seller shall be indemnified by Buyer against any and all risks associated with providing such services (other than losses attributable hereof to Seller’s gross negligence or willful misconduct), and together with any interest earned thereon (v) Seller shall indemnify Buyer against less any and all losses suffered by Buyer attributable to Seller’s gross negligence or willful misconduct; (e) the certificate described in Section 7.02(gapplicable withholding Tax); (fiii) if Buyer has withheld an amount pursuant to Section 2.5(l)(i) hereof and Seller does not deliver to the Buyer, prior to the 28th day after the end of the month in which the Closing occurs (or such later time if the Canada Revenue Agency confirms in writing that Buyer may continue to hold the amount withheld pursuant to Section 2.5(l)(i) hereof): (A) a duly executed affidavit of non-foreign status certificate issued by the Guarantor and the Seller described in Minister of National Revenue under Section 1445 116(2) of the Code and Canadian Tax Act in respect of the regulations thereunderdisposition of the CCI shares to Buyer specifying a certificate limit equal or greater than the portion of the Purchase Price allocable to the CCI shares; or (B) a certificate issued by the Minister of National Revenue under Section 116(4) of the Canadian Tax Act in respect of the disposition of the CCI shares to Buyer; (giv) Buyer shall remit to the extent assignable without consent Receiver General of Canada the amount required to be remitted pursuant to subsection 116(5) of the counterparty, an executed assignment by Guarantor, on behalf of itself Canadian Tax Act (and its subsidiaries, of its rights as they relate the amount so remitted shall be credited to the Companies and their business, under each Buyer as a payment to Seller on account of the confidentiality agreements executed by or on behalf Purchase Price) and Buyer shall pay to Seller any remaining portion of the Guarantor and/or its subsidiaries in connection amount withheld pursuant to Section 2.5(l)(i) hereof, together with interest earned on the proposed sale of the Companiesamount withheld pursuant to Section 2.5(l)(i) hereof, in the form attached as Exhibit Cprior to such remittance (less any applicable withholding Tax); and (hm) subject For the avoidance of doubt, any net Tax withheld by Buyer pursuant to obtaining approval from the applicable insurers, certificates this Section 2.5(l) shall be treated for all purposes of insurance for the Scheduled Insurance Policies showing that Buyer and the Companies are the named insureds and Seller is an additional insured under the Scheduled Insurance Policies, together with consents of the applicable insurers consenting this Agreement as having been paid to designating Buyer and the Companies as named insureds and Seller as an additional insuredSeller.

Closing Deliveries by Seller to Buyer. At the Closing, Seller shall delivershall, or and shall cause to be deliveredits Affiliates, as applicable to, deliver the following to Buyer the following(or its designee), duly executed and properly acknowledged, if appropriate: (a) Assignments of Partnership Interests of Astoria LP in the forms attached hereto as Exhibit A, providing for the assignment of all partnership interests of Astoria LPDeeds; (b) stock certificates for all shares the Bills of common stock of OPOS, with valid stock powers executed in blankSale; (c) subject to receipt the bills of the applicable Seller Consents, an executed counterpart of the Assignment and Assumption Agreement sale substantially in the form attached as of Exhibit B H to convey to and vest in Buyer (or its designee) the “Assignment and Assumption Agreement”), which shall effect the assignment to Buyer or the Companies of Contracts set forth on Schedule 2.04(c) (the “Assigned Contracts”), as applicable, and the assumption by Buyer or the Companies of all obligations arising under such Assigned Contracts, together with the applicable Seller ConsentsOwned Vessels; (d) an one or more Assignment and Assumption Agreements executed counterpart by Seller and each other Affiliate of the Transition Services Agreement, in the form reasonably satisfactory to the Parties (the “Transition Services Agreement”). The Parties agree that Seller will provide the transition services reasonably requested by Buyer; provided that, (i) such services shall not extend beyond six months after the Closing Date, (ii) such services shall be provided at Seller’s cost which shall be reimbursed by Buyer, (iii) Seller shall not be required to perform any services that it cannot perform under applicable Law, (iv) Seller shall be indemnified by Buyer against any and all risks associated with providing such services (other than losses attributable the Acquired Entity) that is a counterparty to Seller’s gross negligence an Assigned Contract or willful misconduct), and (v) Seller shall indemnify Buyer against any and all losses suffered by Buyer attributable to Seller’s gross negligence that holds a Transferred Permit or willful misconductPermit Application; (e) the certificate described in Section 7.02(g)Transition Services Agreement; (f) a duly executed affidavit of non-foreign status by the Guarantor and the Seller described officer’s certificates referenced in Section 1445 of the Code and the regulations thereunder6.3; (g) a FIRPTA Affidavit; (h) lease agreement between Seller (or one of its Affiliates), as lessor, and Buyer or its designee, as lessee, in substantially the form of Exhibit I with respect to the extent assignable without consent Office Building referred to in Section 2.2(l); (i) originals (if available) or copies of all Books and Records that are not located at the Facilities; (j) the Solar Facility License Agreement; (k) any vehicle title, registration documents or bills of sale necessary to effect the transfer of title to the Acquired Assets comprised of motor vehicles or boats from Seller to Buyer (or its designee); (l) any notices or other documents required by any Person (i) as necessary for Buyer to be recognized as the owner of the counterpartyAcquired Assets by PJM, an executed assignment to replace Seller as the party to all transactions with PJM associated with the Acquired Assets, and to receive all revenue from PJM associated with the Acquired Assets or (ii) to effect the transfer from Seller to Buyer (or its designee) of the Emission Allowances identified on Schedule 2.1(l); (m) the Reciprocal Easement Agreement; (n) evidence of termination by GuarantorSeller, on behalf effective as of itself and its subsidiariesClosing, of its rights as they relate to the Companies and their business, under each of the confidentiality agreements executed by or on behalf of the Guarantor and/or its subsidiaries in connection with the proposed sale of the Companies, in the form agreement attached hereto as Exhibit CK; and (ho) subject such other documents as necessary to obtaining approval from transfer the applicable insurersAcquired Assets to Buyer, certificates of insurance for the Scheduled Insurance Policies showing that each in form and substance reasonably satisfactory to Buyer and the Companies are the named insureds and Seller is an additional insured under the Scheduled Insurance Policies, together with consents of the applicable insurers consenting to designating Buyer and the Companies as named insureds and Seller as an additional insuredSeller.