Common use of Closing Deliveries by Seller Clause in Contracts

Closing Deliveries by Seller. At the Closing, Seller shall deliver to Purchaser: (a) a duly executed xxxx of sale with respect to the Acquired Assets, substantially in the form attached hereto as Exhibit A (the “Xxxx of Sale”); (b) a duly executed assignment and assumption agreement with respect to the Assumed Liabilities, including in recordable form as required by Purchaser, substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”); (c) a true and correct certified copy of the Sale Order; (d) a duly executed non-foreign-person affidavit of Seller reasonably satisfactory to Purchaser and prepared in accordance with Treasury Regulations Section 1.1445-2(b)(2); (e) the officer’s certificates required to be delivered pursuant to Sections 10.3(b) and 10.3(c); (f) a list of the Accounts Receivable as of one Business Day prior to Closing; (g) [reserved]; (h) duly executed patent, trademark and copyright assignments in form and substance reasonably acceptable to Purchaser and suitable for recording with the United States Patent and Trademark Office, the United States Copyright Office, or the applicable patent, trademark, or copyright office, agency or registrar, together with any other documentation required in order for the assignments to be duly recorded with the applicable patent, trademark, or copyright office, agency, or registrar; (i) executed documentation in form and substance reasonably acceptable to Purchaser for evidencing and effectuating the assignment of domain names with the applicable domain name registrar; (j) possession of the Acquired Assets; (k) keys, access codes, security codes, combinations to any locks or other security devices, and passwords for all computers thereon and any security device therein relating to the Acquired Assets or the Leased Real Property location; and (l) all other previously undelivered certificates, agreements and other documents required by this Agreement to be delivered by Seller at or prior to the Closing in connection with the transactions contemplated by this Agreement.

Closing Deliveries by Seller. At the Closing, Seller shall deliver or cause to Purchaserbe delivered to Buyer: (ai) a duly executed xxxx physical possession of sale with respect to all tangible personal property included in the Acquired Purchased Assets, substantially in including (A) the form attached hereto as Exhibit A Inventory (which shall be delivered at the “Xxxx of Sale”); (b) a duly executed assignment and assumption agreement with respect to respective locations thereof at the Assumed Liabilities, including in recordable form as required by Purchaser, substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”); (c) a true and correct certified copy time of the Sale Order; Closing); (d) a duly executed non-foreign-person affidavit of Seller reasonably satisfactory to Purchaser and prepared in accordance with Treasury Regulations Section 1.1445-2(b)(2); (eB) the officer’s certificates required to be delivered pursuant to Sections 10.3(bRegulatory Approvals; (C) the Marketing Materials; and 10.3(c); (fD) a list the Books and Records, and appropriate documents of the Accounts Receivable as of one Business Day prior to Closing; (g) [reserved]; (h) duly executed patent, trademark and copyright assignments transfer related thereto in form and substance reasonably acceptable to Purchaser Seller and suitable for recording with the United States Patent and Trademark Office, the United States Copyright Office, or the applicable patent, trademark, or copyright office, agency or registrar, together with any other documentation required in order for the assignments to be duly recorded with the applicable patent, trademark, or copyright office, agency, or registrarBuyer; (iii) executed documentation an original Intellectual Property assignment of the Intellectual Property in form and substance reasonably acceptable to Purchaser for evidencing Seller and effectuating the assignment of domain names with the applicable domain name registrarBuyer; (jiii) possession assignment and assumption agreements, in form and substance reasonably acceptable to Seller and Buyer, assigning to Buyer all rights of Seller and its Affiliates in and to the Acquired AssetsAssumed Contracts; (kiv) keys, access codes, security codes, combinations to any locks or other security devices, copies of all Seller Governmental Consents and passwords for Required Seller Third Party Consents and all computers thereon and any security device therein relating to the Acquired Assets or the Leased Real Property location; andOther Seller Third Party Consents obtained as of Closing; (lv) a duly executed counterpart of the Interim Supply Agreement; (vi) a certificate dated the Closing Date and executed by a duly authorized officer of Seller stating that all other previously undelivered certificates, representations and warranties of Seller contained in this Agreement are true and correct in all material respects on and as of the Closing Date as though given on and as of such date and Seller has performed all agreements and other documents covenants required by this Agreement to be delivered performed by Seller at or it prior to or on the Closing Date, except where the failure of any representations and warranties to be true and correct, individually or in connection with the transactions contemplated by this Agreementaggregate, will not have an Adverse Effect; and (vii) the certificates and other documents to be delivered pursuant to Article X hereof.

Closing Deliveries by Seller. At the Closing, Seller shall and Parent will deliver or cause to Purchaserbe delivered to Buyer: (a) a An amount in cash equal to the Escrow Amount by wire transfer of immediately available funds to Wilmington Trust, as escrow agent (the “Escrow Agent”), under the Escrow Agreement; (b) A duly executed counterpart of the Escrow Agreement; (c) A duly executed original copy of the xxxx of sale with respect to the Acquired Assets, substantially in the form attached hereto as Exhibit A (the a “Xxxx of Sale”); (b) a duly executed assignment and assumption agreement with respect to the Assumed Liabilities, including in recordable form as required by Purchaser, substantially in the form attached hereto as of Exhibit B (the “Assignment and Assumption Agreement”); (c) a true and correct certified copy of the Sale OrderI; (d) a A duly executed non-foreign-person affidavit counterpart of Seller reasonably satisfactory to Purchaser the Assignment and prepared in accordance with Treasury Regulations Section 1.1445-2(b)(2)Assumption Agreement; (e) A duly executed counterpart of the officer’s certificates required to be delivered pursuant to Sections 10.3(b) and 10.3(c)Assignment of Leases; (f) a list A duly executed counterpart of the Accounts Receivable as of one Business Day prior to ClosingTransition Services Agreement; (g) [reserved];A duly executed counterpart of the trademark and copyright assignment in substantially the form of Exhibit J; and (h) duly executed patent, trademark Such further instruments and copyright assignments in form and substance reasonably acceptable to Purchaser and suitable for recording with the United States Patent and Trademark Office, the United States Copyright Office, or the applicable patent, trademark, or copyright office, agency or registrar, together with any other documentation documents as may be required in order for the assignments to be duly recorded with the applicable patent, trademark, or copyright office, agency, or registrar; (i) executed documentation in form and substance reasonably acceptable to Purchaser for evidencing and effectuating the assignment of domain names with the applicable domain name registrar; (j) possession of the Acquired Assets; (k) keys, access codes, security codes, combinations to any locks or other security devices, and passwords for all computers thereon and any security device therein relating to the Acquired Assets or the Leased Real Property location; and (l) all other previously undelivered certificates, agreements and other documents required by this Agreement to be delivered by Seller at Seller, Holdco or prior Parent pursuant to the Closing terms of this Agreement or as may be reasonably requested by Purchaser in connection with the Closing of the transactions contemplated hereby or to complete the transfer of the Assets and the Business to Buyer, including warranty deeds with respect to the real property being transferred to Buyer by this AgreementSeller and good, sufficient instruments of assignment with respect to the Intellectual Property being transferred by Seller to Buyer in recordable form, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment necessary or appropriate to vest in Buyer all right, title and interest in, to and under the Purchased Assets.

Closing Deliveries by Seller. At the Closing, Seller shall will deliver or cause a Seller Affiliate, as applicable, to Purchaserdeliver the following documents to Buyer: (a) a certificate duly executed xxxx of sale with respect to by Seller, dated the Acquired AssetsClosing Date, substantially representing and certifying that the conditions set forth in the form attached hereto as Exhibit A Sections 9.1 and 9.2 have been satisfied (the “Xxxx of SaleSeller Closing Certificate”); (b) a duly executed assignment and assumption agreement with respect counterpart signature page to the Assumed Liabilities, including in recordable form as required by Purchaser, assignment of the Purchased Interests substantially in the form attached hereto as of Exhibit B A (the “Assignment and Assumption Agreementof Purchased Interests”), duly executed by Seller; (c) a true and correct certified copy the written resignations of the Sale Orderofficers, directors and managers of any Company Group Member appointed by Seller or a Seller Affiliate from any position such persons hold at any Company Group Member, such resignations to be effective in each case concurrently with the Closing; (d) a counterpart signature page to the Transition Services Agreement substantially in the form of Exhibit B (the “Transition Services Agreement”), duly executed non-foreign-person affidavit of by Seller reasonably satisfactory to Purchaser and prepared in accordance with Treasury Regulations Section 1.1445-2(b)(2)Parent; (e) a counterpart signature page to the officer’s certificates required to be delivered pursuant to Sections 10.3(b) Use and 10.3(cAccess Agreement substantially in the form of Exhibit C (the “Use and Access Agreement”), duly executed by Columbia Gas Transmission, LLC, a Delaware limited liability company; (f) a list certificate of non-foreign status of Seller (or, if Seller is an entity disregarded as separate from its owner for U.S. federal income Tax purposes, Seller’s regarded owner), that meets the requirements of Treasury Regulation Section 1.1445-2(b) and any other certificate or information required to satisfy the requirements of Section 1446(f)(2) of the Accounts Receivable as of one Business Day prior to Closing;Code (the “FIRPTA Certificate”); and (g) [reserved]; (h) duly executed patent, trademark and copyright assignments in form and substance reasonably acceptable to Purchaser and suitable for recording with the United States Patent and Trademark Office, the United States Copyright Office, or the applicable patent, trademark, or copyright office, agency or registrar, together with any such other documentation required in order for the assignments to be duly recorded with the applicable patent, trademark, or copyright office, agency, or registrar; (i) executed documentation in form and substance reasonably acceptable to Purchaser for evidencing and effectuating the assignment of domain names with the applicable domain name registrar; (j) possession of the Acquired Assets; (k) keys, access codes, security codes, combinations to any locks or other security devices, and passwords for all computers thereon and any security device therein relating to the Acquired Assets or the Leased Real Property location; and (l) all other previously undelivered certificates, agreements instruments of conveyance and other documents required by this Agreement or as may be reasonably requested by Buyer and agreed to be delivered by Seller at or prior to the Closing in connection with Date to carry out the transactions contemplated by intention and purposes of this Agreement.

Closing Deliveries by Seller. At the Closing, Seller shall deliver to PurchaserBuyer the following: (a) a duly executed xxxx of sale with respect to the Acquired Assets, substantially 2.2.1 An assignment and assumption agreement in the form attached hereto as Exhibit A (the “Xxxx of Sale”); (b) a A, duly executed assignment and assumption agreement with respect to the Assumed Liabilities, including in recordable form as required by Purchaser, substantially in the form attached hereto as Exhibit B on behalf of Seller (the “Assignment and Assumption Agreement”); 2.2.2 A bill of sale in the form attached as Exhibit B (c) a true the “Bill of Sale”), which shall assign Seller’s rights, title, interest and correct certified copy claims in and to the Purchased Assets, on an AS IS WHERE IS basis without warranty as to condition, free and clear of all liens and encumbrances except for the Permitted Encumbrances listed on Schedule 4 (“Permitted Encumbrances”), duly-executed in counterpart on behalf of Seller; 2.2.3 All necessary and proper assignments, and/or other instruments of conveyance to convey the Permits in an appropriate form and manner as may be necessary or required by the grantor of any such Permits, to the extent assignable; 2.2.4 All necessary and proper assignments and/or other instruments of conveyance to convey the Easement Rights, to the extent assignable, to Buyer free and clear or all mortgages, liens, claims, charges, security interests and other encumbrances or any nature whatsoever except the Permitted Encumbrances; 2.2.5 Certified copies of corporate authority or resolutions authorizing the consummation of the Sale Ordertransactions contemplated herein, if applicable; (d) a duly executed non-foreign-person affidavit 2.2.6 A certificate that Seller’s representations and warranties contained in this Agreement are true in all material respects as of Seller reasonably satisfactory to Purchaser and prepared in accordance with Treasury Regulations Section 1.1445-2(b)(2)the Closing Date; (e) the officer’s certificates 2.2.7 Any required to be delivered pursuant to Sections 10.3(b) and 10.3(c); (f) a list of the Accounts Receivable as of one Business Day prior to Closing; (g) [reserved]; (h) duly executed patent, trademark and copyright assignments in form and substance reasonably acceptable to Purchaser and suitable for recording with the United States Patent and Trademark Office, the United States Copyright Office, or the applicable patent, trademark, or copyright office, agency or registrar, together with any other documentation required in order for the assignments to be duly recorded with the applicable patent, trademark, or copyright office, agency, or registrar; (i) executed documentation in form and substance reasonably acceptable to Purchaser for evidencing and effectuating the assignment of domain names with the applicable domain name registrar; (j) possession of the Acquired Assets; (k) keys, access codes, security codes, combinations to any locks or other security devices, and passwords for all computers thereon and any security device therein relating third-party consents to the Acquired Assets or the Leased Real Property locationtransaction contemplated hereby; and (l) 2.2.8 Such other evidence of the performance of all other previously undelivered certificates, agreements the covenants and other documents the satisfaction of all conditions required of Seller by this Agreement to be delivered by Seller at or prior to the Closing in connection with the transactions contemplated by this AgreementClosing, as Buyer or its counsel may reasonably require.

Closing Deliveries by Seller. At Unless further specified below, at or prior to the Closing, Seller shall deliver or cause to Purchaserbe delivered to Purchaser the following: (a) a duly executed xxxx of sale with respect Documents that are necessary to transfer to Purchaser good and valid title to the Acquired AssetsPurchased Shares, substantially in the form attached hereto as Exhibit A (the “Xxxx free and clear of Sale”)all Encumbrances; (b) a duly executed assignment and assumption agreement with respect to the Assumed Liabilitiescertificate of Seller, including in recordable form as required by Purchaser, substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”); (c) a true and correct certified copy of the Sale Order; (d) a duly executed non-foreign-person affidavit of Seller reasonably satisfactory to Purchaser and prepared in accordance with Treasury Regulations Section 1.1445-2(b)(2); (e) the officer’s certificates required to be delivered pursuant to Sections 10.3(b) and 10.3(c); (f) a list of the Accounts Receivable as of one Business Day prior to Closing; (g) [reserved]; (h) duly executed patent, trademark and copyright assignments in form and substance reasonably acceptable to Purchaser Purchaser, executed by an executive officer of Seller as of the Closing Date and suitable for recording certifying that (i) Seller has complied in all material respects with all of the United States Patent covenants, obligations and Trademark Office, the United States Copyright Office, or the applicable patent, trademark, or copyright office, agency or registrar, together with any other documentation conditions hereunder required in order for the assignments to be duly recorded performed and complied with by it at or prior to the applicable patentClosing and (ii) the conditions set forth in Section 7.2(a), trademark, or copyright office, agency, or registrarSection 7.2(b) and Section 7.2(c) have been satisfied; (ic) executed documentation a certificate of the Secretary of the Company, in form and substance reasonably acceptable to Purchaser Purchaser, certifying (i) the certificate of incorporation of the Company, (ii) the written consent of the Board of Directors of the Company (the “Board”) approving the Transaction Agreements to which Seller and/or the Company are a party and the transactions provided for evidencing herein and effectuating therein and (iii) good standings of the assignment of domain names with Company in each state in which the applicable domain name registrarCompany is qualified to do business as a foreign corporation; (jd) possession of the Acquired Assetsan accurate and properly completed IRS Form W-9 from Seller; (ke) keysthe Transition Services Agreement, access codesduly executed by Seller; (f) the Referral Agreement, security codes, combinations to any locks or other security devices, and passwords for all computers thereon and any security device therein relating duly executed by Seller; (g) prior to the Acquired Assets or date of this Agreement, documents evidencing the Leased Real Property locationtransfer of the Patents and Trademarks to the Company, including any paperwork to the USPTO and IP Assignment Agreements; and (lh) copies of all other previously undelivered certificates, agreements and other documents required Company Approvals duly executed by this Agreement to be delivered by Seller at or prior to the Closing in connection with the transactions contemplated by this Agreementapplicable consenting party (if applicable).

Closing Deliveries by Seller. (a) At the Closing, Seller shall deliver or cause to be delivered to Purchaser: (ai) a duly an executed xxxx counterpart of sale the ASIC Agreement; (ii) an executed counterpart of the Assumption Agreement; (iii) the Xxxx of Sale; (iv) an executed counterpart of the Cross-License Agreement; (v) an executed counterpart of the Dazzle Trademark License Agreement; (vi) an executed counterpart of the Media Reader License Agreement; (vii) an executed counterpart of the Transition Services Agreement; (viii) the Seller Statement of Backlog; (ix) the Seller Statement of Inventory; (x) an executed counterpart of the Registration Rights Agreement; (xi) the payment of Seller’s share of Conveyance Taxes as provided in Section 7.7; (xii) with respect to the Acquired AssetsTransferred IP, substantially assignments, instruments of conveyance and transfer documents including assignments of registered trademarks in the forms provided by Purchaser and reasonably acceptable to Seller for filing with the relevant governmental authorities in form attached hereto and substance as Exhibit A Purchaser may reasonably request to vest in Purchaser all right, title and interest in, to, and under the Transferred IP; (xiii) with respect to the “Xxxx Transferred Contracts, (i) a complete, accurate and legible copy of Sale”each Transferred Contract (including all amendments and supplements thereto), and (ii) all required consents and waivers to the assignment of Transferred Contracts set forth on Part I of Schedule 8.2(f) such that Purchaser shall be able to secure the benefits of such Transferred Contracts directly without the incurrence by Purchaser of any Liability (other than performance obligations under such Transferred Contract existing at the Closing Date and which are Assumed Liabilities); (bxiv) a duly executed assignment and assumption agreement with respect all Transferred Technology set forth on Schedule 2.5(xiv) delivered herewith; (xv) consents necessary from applicable third party licensors, reasonably satisfactory to the Assumed Liabilities, including in recordable form as required by Purchaser, substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”to enable Purchaser to distribute Inventory containing Intellectual Property licensed by Seller under Intellectual Property Contracts that are not Transferred Contracts other than those set forth on Schedule 2.5(xv); (cxvi) a true and correct certified copy lists of registered users of the Sale OrderTransferred Products, all delivered in electronic form; (dxvii) a duly executed non-foreign-person affidavit of Seller reasonably satisfactory instructions to retailers and vendors jointly prepared by Purchaser and prepared Seller in accordance with Treasury Regulations Section 1.1445-2(b)(22.7(a)(i) and Section 2.7(a)(ii); (exviii) a list of all inbound royalties payable upon sale or shipment of all Inventory, including class, company, product family, a description of the product and the total royalty. (xix) the officer’s opinions, certificates and other documents required to be delivered pursuant to Sections 10.3(b) and 10.3(c); (f) a list of the Accounts Receivable as of one Business Day prior to Closing; (g) [reserved]; (h) duly executed patent, trademark and copyright assignments in form and substance reasonably acceptable to Purchaser and suitable for recording with the United States Patent and Trademark Office, the United States Copyright Office, or the applicable patent, trademark, or copyright office, agency or registrar, together with any other documentation required in order for the assignments to be duly recorded with the applicable patent, trademark, or copyright office, agency, or registrar; (i) executed documentation in form and substance reasonably acceptable to Purchaser for evidencing and effectuating the assignment of domain names with the applicable domain name registrar; (j) possession of the Acquired Assets; (k) keys, access codes, security codes, combinations to any locks or other security devices, and passwords for all computers thereon and any security device therein relating to the Acquired Assets or the Leased Real Property locationSection 8.2; and (lxx) the release of any security interest in any of the Transferred Trademarks and Domain Names. (b) Concurrent with the Closing, Seller and its subsidiaries, through their officers, agents and employees, will put Purchaser into full possession and enjoyment of all other previously undelivered certificatestangible Assets, agreements delivery to be made at the applicable facilities of Seller and its subsidiaries, or, in the case of Inventory consigned to retailers or vendors or located at warehouses or processing facilities not owned or leased by Seller or its subsidiaries, by notifying such retailers or vendors or the operator of such warehouses and other documents processing facilities of the sale of such Inventory to Purchaser pursuant to Section 8.2(d) hereof. Any such notification to retailers or vendors shall also include a request that such retailer or vendor provide the confirmations of Inventory required pursuant to Section 2.7(a). Seller and its subsidiaries shall clearly xxxx all such tangible Assets, including Inventory held in Seller’s Connecticut facility, so that they can be identified by this Agreement to be delivered by Seller at or prior Purchaser’s packers within fourteen (14) calendar days following the Closing Date. Except to the Closing extent provided for in the Transition Services Agreement, Purchaser shall be responsible for packing, crating and shipping the tangible Assets from such facilities, and for any transportation costs, and shall bear any risk of loss in connection with therewith after such tangible Assets leave such facilities. Purchaser shall not ship Inventory from warehouses or processing facilities located in the transactions contemplated by this AgreementUnited States (excluding Connecticut), Ireland and Germany or from Seller’s Connecticut facility until Seller’s and Purchaser’s Accountants conduct the physical counts pursuant to Section 2.7 hereof.

Closing Deliveries by Seller. At or prior to the Closing, Seller shall deliver to Purchaser:Purchaser:‌ (a) a duly executed xxxx of sale assignment agreements necessary to transfer the Purchased Assets and, as applicable, to record their assignment with respect to the Acquired Assetsappropriate government agencies, substantially in the form attached hereto as Exhibit A (the “Xxxx of Sale”); (b) a duly executed assignment and assumption agreement with respect to the Assumed Liabilities, including in recordable form as required by Purchaser, substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”); (c) a true and correct certified copy of the Sale Order; (d) a duly executed non-foreign-person affidavit of Seller reasonably satisfactory to Purchaser and prepared in accordance with Treasury Regulations Section 1.1445-2(b)(2); (e) the officer’s certificates required to be delivered pursuant to Sections 10.3(b) and 10.3(c); (f) a list of the Accounts Receivable as of one Business Day prior to Closing; (g) [reserved]; (h) duly executed patent, trademark and copyright assignments in form and substance reasonably acceptable to Purchaser and suitable for recording with Seller (the United States Patent and Trademark Office, the United States Copyright Office, or the applicable patent, trademark, or copyright office, agency or registrar, together with any other documentation required in order for the assignments to be “Assignment Agreements”) duly recorded with the applicable patent, trademark, or copyright office, agency, or registrarexecuted by Seller; (ib) executed documentation certificates of title along with necessary instruments of transfer to all vehicles and other rolling stock and other certificated assets included in form and substance reasonably acceptable the Purchased Assets; provided, that if Seller is unable to deliver any certificate of title, certificate or ancillary documents, or if any corrections are needed with respect to any such certificates, certificates of title or ancillary documents, Seller shall use commercially reasonable efforts, subsequent to the Closing, to provide Purchaser for evidencing and effectuating the assignment with replacement certificates, certificates of domain names with the applicable domain name registrartitle or ancillary documents or otherwise correct such statements of title or ancillary documents; (jc) possession custody of the Acquired Purchased Assets, including all keys and other items necessary to operate the Purchased Assets; provided, however, that any costs related to providing Purchaser with such custody shall be borne by Purchaser;‌ (d) all maintenance records associated with the Purchased Assets in Seller’s possession; provided however that Seller shall be entitled to retain copies; (ke) keys, access codes, security codes, combinations to any locks or other security devices, and passwords for all computers thereon and any security device therein relating to a certificate of non-foreign status executed by Seller that meets the Acquired Assets or the Leased Real Property locationrequirements set forth in U.S. Treasury Regulations Section 1.1445-2(b)(2); and (lf) all other previously undelivered certificatesa joint written instruction, agreements and other documents required duly executed by this Agreement Seller, instructing the Escrow Agent to be delivered release to Seller by Seller at or prior to wire transfer of immediately available funds, the Closing in connection with the transactions contemplated by this AgreementDeposit.

Closing Deliveries by Seller. At the Closing, Seller shall deliver the following items to PurchaserPurchaser at the Closing: (ai) duly executed counterparts of the assignment and assumption agreements under which Seller assigns and Purchaser assumes all of Seller’s right, title and interest in and to the Assumed Contracts, the Licenses and the Assumed Condemnations, substantially in the form of Exhibit C (the “General Assignment and Assumption”), together with a copy of any written consent to the assignment of the Supply Agreements that may be received from the applicable counterparty; (ii) duly executed special warranty deeds (one (1) for each applicable county where any portion of the Timberlands is located), warranting only against Persons claiming by, through or under Seller and subject only to the Permitted Exceptions, in each case in the form of Exhibit D, and such other Conveyance Instruments as are reasonably necessary to vest in Purchaser title to the Timberlands and the Purchaser Easements in respect thereof (collectively, the “Deeds”); (iii) a duly executed xxxx of sale with respect to the Acquired AssetsPersonal Property, substantially in the form attached hereto of Exhibit E; (iv) an affidavit stating the taxpayer identification number of Seller and that Seller is not a “foreign person” for purposes of Section 1445 of the Code and the Treasury Regulations thereunder; (v) such title affidavits (including, if reasonably requested by the Title Company, “no-mining” affidavits in substantially the form Seller has executed in prior sales of timberlands) as Exhibit A may be reasonably requested by the Title Company in order to allow the Title Company to issue the Title Policy in favor of Purchaser subject only to the Permitted Exceptions; (vi) releases of all Monetary Liens on the “Xxxx of Sale”Property required to be cured by Seller pursuant to Section 1.7(b); (bvii) a duly executed assignment and assumption agreement with respect to the Assumed Liabilities, including in recordable form as required by Purchaser, substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”); (c) a true and correct certified copy of the Sale Order; (d) a duly executed non-foreign-person affidavit of Seller reasonably satisfactory to Purchaser and prepared in accordance with Treasury Regulations Section 1.1445-2(b)(2); (e) the officer’s certificates required to be delivered pursuant to Sections 10.3(b) and 10.3(c); (f) a list of the Accounts Receivable as of one Business Day prior to Closing; (g) [reserved]; (h) duly executed patent, trademark and copyright assignments or more easements in form and substance reasonably acceptable to Purchaser and suitable for recording with Seller, to the United States Patent and Trademark Office, extent necessary to evidence the United States Copyright Officeright of Purchaser, or such other Persons as shall be designated by Purchaser, to use the applicable patent, trademark, or copyright office, agency or registrar, together with any other documentation required in order for the assignments to be duly recorded with the applicable patent, trademark, or copyright office, agency, or registrarPurchaser Easements; (iviii) executed documentation in form and substance reasonably acceptable delivery of possession of the Property at the Closing, subject to Purchaser for evidencing and effectuating the assignment of domain names with the applicable domain name registrarPermitted Exceptions; (jix) possession duly executed counterparts of the Acquired Assetsuse restriction with respect to the Core Timberlands (one (1) for each applicable county where any portion of the Core Timberlands is located) substantially in the form of Exhibit H attached hereto (the “Use Restriction”); (kx) keysall original executed Estoppel Certificates obtained, access codesor as applicable signed, security codesby Seller in accordance with Section 6.8 below; (xi) any quitclaim deeds described in Section 1.7(b)(iv), combinations if applicable, (xii) such assignments, bills of sale, certificates of title, consents and other instruments of assignment and conveyance, all in form reasonably satisfactory to any locks Purchaser, as are necessary to convey fully and effectively to Purchaser the Property in accordance with the terms hereof; (xiii) duly executed counterparts of letters to each tenant or other security devicesvendor under party to an Assumed Contract and identified by Purchaser, and passwords for substantially in the form attached as Exhibit I attached hereto, informing them of the sale of the Property to Purchaser (the “Notification Letters”). (xiv) duly executed counterparts of the ROFR Memoranda; (xv) a duly executed counterpart of the Right of First Refusal Agreement; (xvi) executed written terminations of all computers thereon and any security device therein relating management agreements with respect to the Acquired Assets or the Leased Real Property locationTimberlands, if any; and (lxvii) all other previously undelivered certificates, agreements and other documents required by this Agreement to be delivered by Seller at or prior to duly executed counterparts of the Closing in connection with the transactions contemplated by this Agreementclosing statement.

Closing Deliveries by Seller. At the Closing, Seller shall deliver to Purchaser: (a) a one or more Assignment and Assumption Agreements duly executed xxxx by Seller in favor of sale with respect Purchaser and/or one or more of its assignees as requested by Purchaser; (b) one or more Bills of Sale duly executed by Seller in favor of Purchaser and/or one or more of its assignees as requested by Purchaser; (c) one or more assignments of the registrations and applications for registration of the Listed Intellectual Property, for recording in the United States Patent and Trademark Office or the United States Copyright Office or similar office in a foreign jurisdiction, if any, as reasonably requested by Purchaser in writing at least five (5) Business Days prior to the Acquired AssetsClosing (collectively, substantially in the form attached hereto as Exhibit A (the “Xxxx of SaleIntellectual Property Assignments”); (bd) the certificates representing all of the issued and outstanding shares of capital stock or other similar instruments representing the equity that constitutes a portion of the Acquired Assets of a Tower Group entity being acquired hereunder; except for each Seller entity, duly endorsed in blank or accompanied by duly executed assignment and assumption agreement stock powers, with respect to the Assumed Liabilitiesappropriate transfer stamps, including in recordable form as required by Purchaserif any, substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”); (c) a true and correct certified copy of the Sale Order; (d) a duly executed non-foreign-person affidavit of Seller reasonably satisfactory to Purchaser and prepared in accordance with Treasury Regulations Section 1.1445-2(b)(2)or notarial certificate affixed thereto; (e) notarial or other deeds of transfer, or other similar instruments, to effect the officer’s certificates transfer, sale or assignment of the stock, limited liability company interests, partnership interests or any other equity interests of Foreign Entities being acquired hereunder, if reasonably requested by Purchaser in writing at least twenty (20) calendar days prior to the Closing; (f) the Seller Certificate required to be delivered pursuant to Sections 10.3(b) and 10.3(cSection 7.2(c); (f) a list of the Accounts Receivable as of one Business Day prior to Closing; (g) [reserved]any other document reasonably requested by Purchaser in writing at least five (5) Business Days prior to the Closing and necessary to effectuate the transfer of the Acquired Assets or the Assumed Contracts from Seller to Purchaser, including, without limitation, Transfer Tax returns, vehicle titles, licenses, Environmental Permits (to the extent transferable), duly executed real estate deeds and other similar or collateral documents for each of Seller’s Owned Real Property in form acceptable for recording in the jurisdiction where the respective Owned Real Property is located and an affidavit in form and substance required under the Treasury Regulations issued pursuant to Code §1445 stating that no Seller entity is a “Foreign Person” as defined in Code §1445 (the “FIRPTA Affidavit”); (h) duly executed patentany customary affidavits, trademark undertakings and copyright assignments title clearance documents reasonably requested by Purchaser in form writing at least twenty (20) calendar days prior to the Closing and substance reasonably acceptable necessary for Purchaser to Purchaser and suitable for recording with obtain the United States Patent and Trademark OfficeTitle Policy; provided that none of the foregoing shall require the payment of money, the United States Copyright Officeplacement of any funds in escrow, or the applicable patent, trademark, or copyright office, agency or registrar, together with pledge of any other documentation required in order for the assignments to be duly recorded with the applicable patent, trademark, or copyright office, agency, or registrarcollateral by Seller; (i) executed documentation the Name Change Filings as more fully set forth in form and substance reasonably acceptable to Purchaser for evidencing and effectuating the assignment Section 5.13 of domain names with the applicable domain name registrar;this Agreement; and (j) possession of the Acquired Assets; (k) keys, access codes, security codes, combinations to any locks or other security devices, Sale Order and passwords for all computers thereon and any security device therein relating to the Acquired Assets or Confirmation Order entered by the Leased Real Property location; and (l) all other previously undelivered certificates, agreements and other documents required by this Agreement to be delivered by Seller at or prior to the Closing in connection with the transactions contemplated by this AgreementBankruptcy Court.

Closing Deliveries by Seller. At the Closing, Seller shall will deliver or cause a Seller Affiliate, as applicable, to Purchaserdeliver the following documents, duly executed by Seller or, if applicable, a Seller Affiliate: (a) a duly executed xxxx an assignment of sale with respect limited liability company membership interests transferring the Purchased Interests to the Acquired AssetsBuyer, substantially in the form attached hereto as Exhibit A (the “Xxxx free and clear of Sale”)any and all Encumbrances; (b) a duly executed assignment certificate to Buyer (i) stating that Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate, (ii) providing its U.S. Employer Identification Number and assumption agreement with respect (iii) providing its address, all pursuant to Section 1445 of the Assumed Liabilities, including in recordable form as required by Purchaser, substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”)Code; (c) a true and correct certified copy of the Sale OrderLLC Agreement, duly executed by Seller; (d) a copy of the Pipeline Operating Agreement, duly executed non-foreign-person affidavit by each of Seller reasonably satisfactory to Purchaser and prepared in accordance with Treasury Regulations Section 1.1445-2(b)(2)the parties thereto; (e) a copy of the officer’s certificates required to be delivered pursuant to Sections 10.3(b) and 10.3(c)Services Agreement, duly executed by the parties thereto; (f) a list copy of the Accounts Receivable as of one Business Day prior to ClosingContribution Agreement, duly executed by the parties thereto; (g) [reserved]a copy of the Gathering Agreement, duly executed by the parties thereto; (h) a copy of the Assignment of Contract Rights, duly executed patent, trademark and copyright assignments in form and substance reasonably acceptable to Purchaser and suitable for recording with by the United States Patent and Trademark Office, the United States Copyright Office, or the applicable patent, trademark, or copyright office, agency or registrar, together with any other documentation required in order for the assignments to be duly recorded with the applicable patent, trademark, or copyright office, agency, or registrarparties thereto; (i) a copy of the Commencement of Rig Notice, duly executed documentation in form and substance reasonably acceptable to Purchaser for evidencing and effectuating by the assignment of domain names with the applicable domain name registrarparties thereto; (j) possession of evidence reasonably satisfactory to Buyer that all Encumbrances relating to the Acquired Gathering Assets, other than Permitted Encumbrances, have been released, which evidence shall include instruments and documents necessary to release any and all Encumbrances, other than Permitted Encumbrances, relating to the Gathering Assets, including appropriate UCC financing statement amendments (termination statements); (k) keysa copy of the Joint Use Agreement, access codes, security codes, combinations to any locks or other security devices, and passwords for all computers thereon and any security device therein relating to duly executed by the Acquired Assets or the Leased Real Property location; andparties thereto; (l) all other previously undelivered certificatesa copy of a Subordination Agreement with or on behalf of each lender under the GMX Credit Facilities at Closing, agreements duly executed by the parties thereto; (m) a copy of the Assignment, Xxxx of Sale and other documents required Conveyance, duly executed by this Agreement to be delivered the parties thereto; (n) a copy of the Memorandum of Gas Gathering Agreement, duly executed by the parties thereto; (o) evidence of receipt by the Company of the Cash Contribution; (p) a copy of the Approval of Agent and Banks as described on Schedule 4.6; (q) a copy of the Approval of Prudential Insurance Company of America as described on Schedule 4.6; (r) a copy of the Consent of Union Pacific as described on Schedule 4.6; (s) a copy of the Pipeline Easement Agreement, duly executed by the parties thereto; (t) a copy of the Seller at Parent Guaranty, duly executed by the party thereto; (u) a certificate executed on behalf of Seller by the president or prior to any vice president of Seller, dated the Closing Date, representing and certifying that the conditions set forth in connection with the transactions contemplated by this Agreement.Sections 6.l(a) and 6.1

Closing Deliveries by Seller. At the Closing, Seller or its Affiliates shall deliver or cause to Purchaser:be delivered to Buyer: Exhibit 2.1 (a) a certificates representing such Seller’s interests in the Equity Interests, duly endorsed (or accompanied by duly executed xxxx of sale with respect stock powers), for transfer to the Acquired Assets, substantially in the form attached hereto as Exhibit A (the “Xxxx of Sale”)Buyer; (b) a duly executed assignment good standing certificate (or its equivalent) as of a recent date issued by the applicable Governmental Authority of Seller’s and assumption agreement with respect to the Assumed Liabilities, including in recordable form as required by Purchaser, substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”)Cytori UK’s jurisdictions of organization; (c) a true resignation letter from each officer, director or manager (as applicable) of Cytori UK as requested by Buyer, in form and correct certified copy of the Sale Ordersubstance reasonably satisfactory to Buyer; (d) a the Ancillary Agreements, in each case, duly executed non-foreign-person affidavit by Seller and/or Cytori UK, as applicable; (e) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance to be reasonably agreed upon by Buyer and Seller and duly executed by Seller or Cytori UK, as applicable; (f) evidence, in a form reasonably acceptable to Buyer, of (i) the release of all Encumbrances on the Purchased Assets, and (ii) the payoff of all Transaction Expenses of the Seller, the Business and Cytori UK; (g) evidence reasonably satisfactory to Purchaser Buyer of the receipt of all filings required to be made and prepared consents required from third parties (including Governmental Authorities), in accordance with each case, listed on Section 2.05(g) of the Disclosure Schedule; (h) a true and complete copy, certified by the Secretary or an Assistant Secretary of Seller, of the resolutions duly and validly adopted by the Board of Directors of Seller, evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby; (i) a certificate of the President or Chief Financial Officer of Seller, dated as of the Closing Date, certifying that the conditions set forth in Sections 8.01(a) and 8.01(b) have been satisfied and certifying the names and signatures of the officers of Seller authorized to sign this Agreement and the Ancillary Agreements and the other documents to be delivered hereunder and thereunder; (j) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Cytori UK any, in form and substance reasonably satisfactory to Buyer, certifying the Organizational Documents of Cytori UK as then in effect; (k) a certificate as to the non-foreign status of Seller pursuant to Treasury Regulations Section 1.1445-2(b)(2); (e) the officer’s certificates required to be delivered pursuant to Sections 10.3(b) and 10.3(c); (f) , in a list of the Accounts Receivable as of one Business Day prior to Closing; (g) [reserved]; (h) duly executed patent, trademark and copyright assignments in form and substance reasonably acceptable to Purchaser and suitable for recording with the United States Patent and Trademark Office, the United States Copyright Office, or the applicable patent, trademark, or copyright office, agency or registrar, together with any other documentation required in order for the assignments to be duly recorded with the applicable patent, trademark, or copyright office, agency, or registrar; (i) executed documentation in form and substance reasonably acceptable to Purchaser for evidencing and effectuating the assignment of domain names with the applicable domain name registrar; (j) possession of the Acquired Assets; (k) keys, access codes, security codes, combinations to any locks or other security devices, and passwords for all computers thereon and any security device therein relating to the Acquired Assets or the Leased Real Property locationBuyer; and (l) all other previously undelivered certificates, agreements and any other documents required by this Agreement to be delivered by Seller at as Buyer may reasonably request for the purpose of otherwise facilitating the consummation or prior to the Closing in connection with performance of any the transactions contemplated by this Agreement.. Exhibit 2.1

Closing Deliveries by Seller. At Subject to the satisfaction or waiver of the conditions set forth in Article IX, at the Closing, Seller shall deliver or cause to Purchaserbe delivered to Buyer: (ai) a duly executed xxxx copy of sale with respect to Seller’s Articles of Incorporation certified as of a recent date by the Acquired Assets, substantially in Secretary of the form attached hereto as Exhibit A (Commonwealth of the “Xxxx Commonwealth of Sale”)Virginia; (bii) a duly executed assignment and assumption agreement with respect to certificate of good standing of Seller issued as of a recent date by the Assumed Liabilities, including in recordable form as required by Purchaser, substantially in Secretary of the form attached hereto as Exhibit B (Commonwealth of the “Assignment and Assumption Agreement”)Commonwealth of Virginia; (ciii) a true certificate dated the Closing Date and correct certified copy executed by the secretary or an assistant secretary of Seller, in form and substance reasonably satisfactory to Buyer, as to: (i) no amendments to the Articles of Incorporation of Seller since a specified date; (ii) the by-laws of Seller; (iii) the resolutions of the Sale OrderBoard of Directors of Seller authorizing the execution, delivery and performance of this Agreement and each of the Seller Ancillary Agreements; and (iv) the incumbency and signatures of the officers of Seller executing this Agreement and each of the Seller Ancillary Agreements; (div) a duly executed non-foreign-person affidavit physical possession of Seller reasonably satisfactory to Purchaser and prepared in accordance with Treasury Regulations Section 1.1445-2(b)(2); the Purchased Assets, including: (eA) the officer’s certificates required to Inventory (which shall be delivered pursuant to Sections 10.3(bat the respective locations listed in Section 6.09(c) and 10.3(c); (f) a list of the Accounts Receivable as Seller Disclosure Schedule); (B) the Regulatory Approvals; (C) the Marketing Materials; and (D) the Books and Records, and appropriate documents of one Business Day prior to Closing; (g) [reserved]; (h) duly executed patent, trademark and copyright assignments transfer related thereto in form and substance reasonably acceptable to Purchaser Seller and suitable Buyer; **Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for recording confidential treatment filed with the United States Patent Securities and Trademark OfficeExchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (v) the United States Copyright OfficeAssignment and Assumption Agreement, or the applicable patent, trademark, or copyright office, agency or registrar, together with any other documentation required in order for the assignments to be duly recorded with the applicable patent, trademark, or copyright office, agency, or registrarexecuted by Seller; (ivi) executed documentation an assignment of the Intellectual Property included in the Purchased Assets in form and substance reasonably acceptable to Purchaser for evidencing Seller and effectuating the assignment of domain names with the applicable domain name registrarBuyer; (jvii) possession copies of all Seller Governmental Consents and Required Seller Third Party Consents, including the Acquired Assetsconsent of Eurand relating to the Eurand Agreement; (kviii) keysthe certificates of Seller contemplated by Sections 10.01 and 10.02, access codesduly executed by an authorized officer of Seller; (ix) the Eurand Amendment, security codes, combinations to any locks or other security devices, duly executed by each of Seller and passwords for all computers thereon and any security device therein relating to the Acquired Assets or the Leased Real Property locationEurand; and (lx) all such other previously undelivered certificatesbills of sale, agreements assignments and other documents required by this Agreement instruments of transfer or conveyance as Buyer may reasonably request or as may be otherwise necessary to be delivered by Seller at or prior evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer. In addition to the Closing above deliveries, Seller shall take all steps and actions as Buyer may reasonably request or as may otherwise be necessary to put Buyer in connection with actual possession or control of the transactions contemplated by this AgreementPurchased Assets.

Closing Deliveries by Seller. At the Closing, Seller shall deliver or cause to Purchaserbe delivered to Buyer: (a) a duly executed xxxx counterpart to each of sale with respect to the Acquired AssetsEmployee Matters Agreement, substantially in the form attached hereto as Exhibit A (Seller Lease and the “Xxxx of Sale”)Sale and Assignment and Assumption Agreement; (b) a duly executed assignment tax documentation for real estate transfer taxes as applicable within the jurisdictions in which the Owned Properties and assumption agreement with respect to the Assumed Liabilities, including in recordable form as required by Purchaser, substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”)Well Fields Properties are located; (c) a true and correct certified copy certificate, dated as of the Sale OrderClosing Date, that satisfies the requirements set forth in Treasury Regulations Section 1.1445-2, attesting that Seller is not a “foreign person” for U.S. federal income tax purposes; (d) a duly executed non-foreign-person affidavit of Seller reasonably satisfactory to Purchaser and prepared in accordance with Treasury Regulations Section 1.1445-2(b)(2)valid IRS Form W-9 completed by Seller; (e) all instruments and documents necessary or as may be reasonably requested by Buyer to (i) to evidence the officer’s certificates required payoff of any indebtedness necessary to be delivered pursuant permit the sale, conveyance, assignment, transfer and delivery of the Transferred Assets to Sections 10.3(bBuyer free and clear of all Liens (other than Permitted Exceptions) or (ii) release any and 10.3(c)all Liens on the Transferred Assets, other than Permitted Exceptions, including any appropriate UCC financing statement amendments and/or terminations, in each case in form and substance reasonably satisfactory to Buyer; (f) a list special warranty deeds (or equivalent) in customary form for each of the Accounts Receivable as of one Business Day Owned Properties and Well Fields Properties and, prior to Closingthe Closing at such time as required by the Title Company, the documents required to be provided by the Seller Parties pursuant to Section 2.13(b); (g) [reserved]a true and complete list and copies of all of the Transferred Contracts in effect as of the Closing Date; (h) a certificate of a duly executed patent, trademark and copyright assignments authorized officer of Seller certifying as to the matters set forth in form and substance reasonably acceptable to Purchaser and suitable for recording with the United States Patent and Trademark Office, the United States Copyright Office, or the applicable patent, trademark, or copyright office, agency or registrar, together with any other documentation required in order for the assignments to be duly recorded with the applicable patent, trademark, or copyright office, agency, or registrarSection 9.03(a); (i) executed documentation (i) a true and complete list of all Intellectual Property and Technology, in form each case other than Patents, (A) that is owned by a Person (other than any of the Seller Parties or Buyer Parties) under or with respect to which any Seller Party has been granted a license under any Contract that is not included in the Transferred Assets, (B) that is used by any of the Seller Parties in the operation of the EFK Facility as of the Closing Date, and substance reasonably acceptable (C) for which any of the Seller Parties is required to Purchaser for evidencing or obligated to make payments by way of royalties, fees or otherwise in excess of an aggregate amount of $100,000 on an annual basis to any such Person or any other Person solely with respect to such Intellectual Property and effectuating Technology as of the assignment date immediately prior to the Closing Date and (ii) copies of domain names with such Contracts described in the applicable domain name registrar;foregoing clause (A) that the Seller Parties are not restricted from providing; and (j) possession a true and complete list of all Transferred Contracts pursuant to which any of the Acquired Assets; (k) keysSeller Parties is required to or obligated to make payments by way of royalties, access codes, security codes, combinations fees or otherwise in excess of an aggregate amount of $100,000 on an annual basis to any locks owner or licensor of, or any other security devicesPerson solely with respect to, any Transferred Third Party Licensed IP and passwords for all computers thereon and any security device therein relating to Technology as of the Acquired Assets or the Leased Real Property location; and (l) all other previously undelivered certificates, agreements and other documents required by this Agreement to be delivered by Seller at or date immediately prior to the Closing in connection with the transactions contemplated by this AgreementDate.

Closing Deliveries by Seller. At or prior to the Closing, Seller shall will deliver to Purchaser: (a) a duly executed xxxx of sale with respect to the Acquired Assets, substantially in the form attached hereto as Exhibit A (the “Xxxx of Sale”); (b) a duly executed assignment and assumption agreement with respect to the Assumed Liabilities, including in recordable form as required by Purchaser, substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”); (c) a true and correct certified copy of the Sale Order; (d) a duly executed non-foreign-person affidavit of Seller reasonably satisfactory to Purchaser and prepared in accordance with Treasury Regulations Section 1.1445-2(b)(2); (e) the officer’s certificates required or cause to be delivered pursuant to Sections 10.3(b) and 10.3(c); (f) a list of Buyer the Accounts Receivable as of one Business Day prior to Closing; (g) [reserved]; (h) duly executed patentfollowing, trademark and copyright assignments each in form and substance reasonably acceptable to Purchaser Buyer: (a) certificates representing the Purchased Stock, duly endorsed or accompanied by stock powers duly executed and suitable for recording with in a form acceptable to Buyer necessary to transfer the United States Patent Purchased Stock to Buyer on the books of each of the Companies; (b) the books and Trademark Officerecords of PS, including the United States Copyright Officestock book, stock ledger, minute book and corporate seal; (c) the required notices, consents, Permits, waivers or other approvals listed in Schedule 3.2(c) (or written waivers thereof), and all such notices, consents, Permits, waivers and other approvals will be in full force and effect and not be subject to the applicable patentsatisfaction of any condition that has not been satisfied or waived; (d) release and extinguishment of all (i) Indebtedness of the Companies and (ii) Liens on any of the assets of the Companies, trademarkand documentation evidencing the same; (e) the Note, or copyright officeduly executed by Seller; (f) the Non-Competition and Non-Solicitation Agreement by and between Buyer and Seller in the form attached as Exhibit B hereto (the “Non-Competition Agreement”), agency or registrarduly executed by Seller; (g) the employment agreements by and between Seller and each Company, together with any other documentation required in order for the assignments to be forms attached as Exhibit C hereto (the “Employment Agreements”), duly recorded with executed by Seller; (h) an opinion of Seller’s counsel, substantially in the applicable patent, trademark, or copyright office, agency, or registrarform of Exhibit D hereto; (i) executed documentation copies of (A) the Charter of each Company certified as of a date no earlier than thirty (30) days prior to the Closing Date by the Secretary of State of the Commonwealth of Massachusetts and (B) good standing certificates for each Company certified as of a date no earlier than March 17, 2014 from the Secretary of State of the Commonwealth of Massachusetts and from the proper state official in form and substance reasonably acceptable each other jurisdiction in which such Company is qualified to Purchaser for evidencing and effectuating do business as a foreign corporation as of the assignment of domain names with the applicable domain name registrarClosing; (j) possession a certificate from each Company’s secretary certifying to (A) copies of such Company’s Charter and Bylaws as in effect as of the Acquired AssetsClosing, (B) the resolutions of each Company’s board of directors and stockholders authorizing the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation of each of the transactions contemplated hereby and thereby, and (C) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which such Company is or is required to be a party or by which such Company is or is required to be bound; (k) keysan affidavit of non-foreign status of Seller dated as of the Closing Date in form and substance required under Section 1445 of the Code such that Buyer is exempt from withholding any portion of the Purchase Price that might otherwise be required by Section 1445 of the Code; (l) an IRS Form W-9, access codescompleted by Seller; (m) the Estimated Closing Statement in accordance with Section 2.5; (n) suitable documentation to add additional employees of Buyer or its Affiliates as signatories to the Bank Accounts of PS set forth on Schedule 4.23, security codesas prescribed by Buyer; (o) one or more CD-ROMs or alternatively portable “thumb drives,” in PC-readable format, combinations to any locks that contain readable, working Adobe or other security devices(i.e., and passwords for Microsoft Office) portable document format files that set forth all computers thereon and any security device therein relating of the documents made available or provided to Buyer prior to the Acquired Assets or the Leased Real Property locationClosing in response to Buyer’s due diligence requests; and (lp) all other previously undelivered certificates, agreements and other documents required by this Agreement to be delivered by Seller evidence of the termination of each contract or arrangement set forth on Schedule 3.2(p) in each case effective at or prior to the Closing in connection with the transactions contemplated by this AgreementClosing.

Closing Deliveries by Seller. At the Closing, Seller shall deliver or cause to Purchaserbe delivered to Purchaser the following: (a) a duly executed xxxx counterpart of sale the Xxxx of Sale and Assignment and Assumption Agreement; (b) an Assignment and Assumption of Lease, Consent to Assignment and Acknowledgement, together with respect to a Memorandum of Assignment and Assumption of Lease, both in the Acquired Assetsforms attached hereto as Exhibit F, substantially duly executed by Seller and The Stockton Port District; (c) an Assignment and Assumption of Sublease, in the form attached hereto as Exhibit A (the “Xxxx of Sale”)G, duly executed by Seller; (bd) a duly executed assignment and assumption agreement with respect to the Assumed LiabilitiesSeller Parent Letter of Credit, including in recordable form as required by Purchaser, substantially in the form attached hereto as Exhibit B C, duly issued by an Acceptable Bank for the benefit of Purchaser; (e) a Transition Services Agreement, in the “Assignment and Assumption form attached hereto as Exhibit D, duly executed by Seller Parent; (f) a Stockton Transit Agreement”, in the form attached hereto as Exhibit E, duly executed by Kinergy; (g) an Ethanol Marketing Agreement, in the form attached hereto as Exhibit B, duly executed by Kinergy; (h) the certificate required by Section 9.3(c); (ci) a true and correct certified copy certificate of non-foreign status of Seller dated as of the Sale Order; (dClosing Date, in the form attached hereto as Exhibit H, that satisfies the requirements of Section 1445(b)(2) a duly executed non-foreign-person affidavit of Seller reasonably satisfactory to Purchaser the Code and prepared in accordance with Treasury Regulations Section Regulation §1.1445-2(b)(2); (e) the officer’s certificates required to be delivered pursuant to Sections 10.3(b) and 10.3(c); (fj) a list of California Form RE 593 or applicable exemption certificate, in the Accounts Receivable form attached hereto as of one Business Day prior to Closing; (g) [reserved]; (h) duly executed patent, trademark and copyright assignments in form and substance reasonably acceptable to Purchaser and suitable for recording with the United States Patent and Trademark Office, the United States Copyright Office, or the applicable patent, trademark, or copyright office, agency or registrar, together with any other documentation required in order for the assignments to be duly recorded with the applicable patent, trademark, or copyright office, agency, or registrar; (i) executed documentation in form and substance reasonably acceptable to Purchaser for evidencing and effectuating the assignment of domain names with the applicable domain name registrar; (j) possession of the Acquired AssetsExhibit I; (k) keys, access codes, security codes, combinations to any locks or other security devices, and passwords for all computers thereon and any security device therein relating a landlord estoppel certificate with respect to the Acquired Assets or Site Leases signed by The Stockton Port District in form reasonably satisfactory to Purchaser and a tenant estoppel certificate with respect to the Leased Real Property locationAirgas Sublease, in form reasonably satisfactory to Purchaser; (l) an owner’s affidavit in form and substance sufficient to allow for issuance of the Title Policy; (m) the Title Policy; and (ln) all such other previously undelivered certificates, agreements assignments and other documents required instruments of transfer or conveyance as Purchaser may reasonably request or as may otherwise be necessary to evidence or effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Purchaser and assumption of Assumed Liabilities by this Agreement to be delivered by Seller at or prior to the Closing in connection with the transactions contemplated by this AgreementPurchaser.

Closing Deliveries by Seller. At the Closing, Seller shall deliver to PurchaserBuyer the following: (a) a duly an executed xxxx copy of sale with respect to the Acquired Assets, substantially Trademark Assignment in the form attached hereto as Exhibit A (the “Xxxx of SaleTrademark Assignment”); (b) a duly an executed assignment and assumption agreement with respect to copy of the Assumed Liabilities, including in recordable form as required by Purchaser, substantially Patent Assignment in the form attached hereto as Exhibit B (the “Assignment and Assumption AgreementPatent Assignment”); (c) a true acknowledgement and correct certified copy release letters in the form attached hereto as Exhibit C from the senior secured creditors of Seller together with UCC-3 amendment statements with respect to financing statements filed against any of the Sale OrderPurchased Assets amending the collateral for such financing statements to specifically exclude the Purchased Assets in a form acceptable to Buyer; (d) certificate of good standing for Seller, certified by the Secretary of State (or an analogous official) of its jurisdiction of organization and any jurisdiction where the Business is qualified to do business as of a duly executed non-foreign-person affidavit of Seller reasonably satisfactory date not earlier than five (5) days prior to Purchaser and prepared in accordance with Treasury Regulations Section 1.1445-2(b)(2)the Closing Date; (e) the an officer’s certificates required to be delivered pursuant to Sections 10.3(bcertificate of Seller certifying (i) the bylaws of Seller, (ii) resolutions of the Seller’s Board of Directors approving this Agreement and 10.3(c)the transactions contemplated hereby and (iii) the incumbency of the officers of Seller; (f) a list of any third-party consents required to consummate the Accounts Receivable as of one Business Day prior transactions with respect to Closing;the Purchased Assets contemplated hereby; and (g) [reserved]; (h) duly executed patentsuch other instruments, trademark agreements or documents as may be reasonably requested by Buyer to carry out the transactions with respect to the Purchased Assets contemplated hereby. At the Closing, Seller shall take all steps necessary to place Buyer in actual possession and copyright assignments in form and substance reasonably acceptable to Purchaser and suitable for recording with the United States Patent and Trademark Office, the United States Copyright Office, or the applicable patent, trademark, or copyright office, agency or registrar, together with any other documentation required in order for the assignments to be duly recorded with the applicable patent, trademark, or copyright office, agency, or registrar; (i) executed documentation in form and substance reasonably acceptable to Purchaser for evidencing and effectuating the assignment of domain names with the applicable domain name registrar; (j) possession operating control of the Acquired Purchased Assets; (k) keys, access codes, security codes, combinations to any locks or other security devices, and passwords for all computers thereon and any security device therein relating to the Acquired Assets or the Leased Real Property location; and (l) all other previously undelivered certificates, agreements and other documents required by this Agreement to be delivered by Seller at or prior to the Closing in connection with the transactions contemplated by this Agreement.

Closing Deliveries by Seller. At the Closing, Seller shall shall, subject to fulfillment to its reasonable satisfaction of the conditions set forth in Section 7.2, hereof or its waiver thereof, deliver to PurchaserBuyer the following: (a) a duly executed xxxx copy of sale with respect to Seller's Articles of Incorporation certified as of a recent date by the Acquired Assets, substantially in Secretary of State of the form attached hereto as Exhibit A (the “Xxxx State of Sale”)Kansas; (b) a duly executed assignment and assumption agreement with respect to certificate of Good standing of Seller issued as of a recent date by the Assumed Liabilities, including in recordable form as required by Purchaser, substantially in Secretary of State of the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”)State of Kansas; (c) a true all assignments, bills of sale, certificates of title, corporate warranty deeds, Records, and correct certified copy other instruments of conveyance necessary or appropriate to validly transfer good and marketable title to each of the Sale OrderAssets to Buyer, including assignments of the Contracts and assignable Permits, free and clear of all Liens, encumbrances, charges and exceptions, except for the Permitted Exceptions, in form and substance satisfactory to Buyer; (d) a duly executed non-foreign-person affidavit of Seller reasonably satisfactory to Purchaser the extent possible, such assignments and prepared consents necessary to transfer all telephone numbers, listings, yellow pages advertising and other Contracts related to the Business and all other Assets described in accordance with Treasury Regulations Section 1.1445-2(b)(2)this Agreement not otherwise conveyed to Buyer; (e) the officer’s certificates required to be delivered pursuant to Sections 10.3(b) and 10.3(c); (f) a list of the Accounts Receivable as of one Business Day prior to Closing; (g) [reserved]; (h) duly executed patentall consents, trademark and copyright assignments in form and substance reasonably acceptable to Purchaser and suitable for recording waivers or approvals obtained by Seller with the United States Patent and Trademark Office, the United States Copyright Office, or the applicable patent, trademark, or copyright office, agency or registrar, together with any other documentation required in order for the assignments to be duly recorded with the applicable patent, trademark, or copyright office, agency, or registrar; (i) executed documentation in form and substance reasonably acceptable to Purchaser for evidencing and effectuating the assignment of domain names with the applicable domain name registrar; (j) possession of the Acquired Assets; (k) keys, access codes, security codes, combinations to any locks or other security devices, and passwords for all computers thereon and any security device therein relating respect to the Acquired Assets or the Leased Real Property location; and (l) all other previously undelivered certificates, agreements and other documents required by this Agreement to be delivered by Seller at or prior to the Closing in connection with consummation of the transactions contemplated by this Agreement; (f) the Lease dated as of the Closing Date, and duly executed by an authorized officer of Seller; (g) the officers certificate referred to in Section 7.1(b); (h) the secretary's certificate referred to in Section 7.1(d); (i) the Assignment and Assumption Agreement in substantially the form of Exhibit G, dated as of the Closing Date and duly executed by Buyer and Seller; (j) the Assignment Agreements in substantially the form of Exhibit H, dated as of the Closing Date and duly executed by Seller; and (k) such other documents and instruments as are required to be delivered to Buyer by Seller pursuant to this Agreement at or prior to the Closing.

Closing Deliveries by Seller. At the Closing, Seller or its Affiliates shall deliver or cause to Purchaserbe delivered to Buyer: (a) a certificates representing such Seller’s interests in the Equity Interests, duly endorsed (or accompanied by duly executed xxxx of sale with respect stock powers), for transfer to the Acquired Assets, substantially in the form attached hereto as Exhibit A (the “Xxxx of Sale”)Buyer; (b) a duly executed assignment good standing certificate (or its equivalent) as of a recent date issued by the applicable Governmental Authority of Seller’s and assumption agreement with respect to the Assumed Liabilities, including in recordable form as required by Purchaser, substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”)Cytori UK’s jurisdictions of organization; (c) a true resignation letter from each officer, director or manager (as applicable) of Cytori UK as requested by Buyer, in form and correct certified copy of the Sale Ordersubstance reasonably satisfactory to Buyer; (d) a the Ancillary Agreements, in each case, duly executed non-foreign-person affidavit by Seller and/or Cytori UK, as applicable; (e) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance to be reasonably agreed upon by Buyer and Seller and duly executed by Seller or Cytori UK, as applicable; (f) evidence, in a form reasonably acceptable to Buyer, of (i) the release of all Encumbrances on the Purchased Assets, and (ii) the payoff of all Transaction Expenses of the Seller, the Business and Cytori UK; (g) evidence reasonably satisfactory to Purchaser Buyer of the receipt of all filings required to be made and prepared consents required from third parties (including Governmental Authorities), in accordance with each case, listed on Section 2.05(g) of the Disclosure Schedule; (h) a true and complete copy, certified by the Secretary or an Assistant Secretary of Seller, of the resolutions duly and validly adopted by the Board of Directors of Seller, evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby; (i) a certificate of the President or Chief Financial Officer of Seller, dated as of the Closing Date, certifying that the conditions set forth in Sections 8.01(a) and 8.01(b) have been satisfied and certifying the names and signatures of the officers of Seller authorized to sign this Agreement and the Ancillary Agreements and the other documents to be delivered hereunder and thereunder; (j) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Cytori UK any, in form and substance reasonably satisfactory to Buyer, certifying the Organizational Documents of Cytori UK as then in effect; (k) a certificate as to the non-foreign status of Seller pursuant to Treasury Regulations Section 1.1445-2(b)(2); (e) the officer’s certificates required to be delivered pursuant to Sections 10.3(b) and 10.3(c); (f) , in a list of the Accounts Receivable as of one Business Day prior to Closing; (g) [reserved]; (h) duly executed patent, trademark and copyright assignments in form and substance reasonably acceptable to Purchaser and suitable for recording with the United States Patent and Trademark Office, the United States Copyright Office, or the applicable patent, trademark, or copyright office, agency or registrar, together with any other documentation required in order for the assignments to be duly recorded with the applicable patent, trademark, or copyright office, agency, or registrar; (i) executed documentation in form and substance reasonably acceptable to Purchaser for evidencing and effectuating the assignment of domain names with the applicable domain name registrar; (j) possession of the Acquired Assets; (k) keys, access codes, security codes, combinations to any locks or other security devices, and passwords for all computers thereon and any security device therein relating to the Acquired Assets or the Leased Real Property locationBuyer; and (l) all other previously undelivered certificates, agreements and any other documents required by this Agreement to be delivered by Seller at as Buyer may reasonably request for the purpose of otherwise facilitating the consummation or prior to the Closing in connection with performance of any the transactions contemplated by this Agreement.

Closing Deliveries by Seller. (a) At the Land Rights Closing, Seller shall deliver (or cause to Purchaserbe delivered) to Buyer: (ai) a Each Conveyance Document, duly executed xxxx of sale with respect by Seller, necessary to Transfer the Acquired AssetsRTS Project Land Rights and for Buyer to assume the applicable Assumed RTS Project Land Rights Liabilities (and, substantially in the form attached hereto as Exhibit A subject to Section 2.06 hereof, by any other Person (the “Xxxx of Sale”other than Buyer) whose consent is necessary to so Transfer or assume); (bii) a termination and release of the Existing Lease Agreement, in form and substance acceptable to Buyer, duly executed assignment by Seller and assumption agreement with respect to the Assumed Liabilities, including in recordable form as required by Purchaser, substantially in the form attached hereto as Exhibit B O&R (the “Assignment and Assumption Lease Termination Agreement”); (ciii) a true and correct certified copy certificate of good standing of Seller in the Sale OrderState of New York; (div) a duly executed non-foreign-person affidavit certificate of the secretary or other authorized officer of Seller, dated as of the Closing Date, and certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller reasonably satisfactory to Purchaser and prepared in accordance with Treasury Regulations Section 1.1445-2(b)(2); (e) the officer’s certificates required to be delivered pursuant to Sections 10.3(b) and 10.3(c); (f) a list of the Accounts Receivable as of one Business Day prior to Closing; (g) [reserved]; (h) duly executed patent, trademark and copyright assignments in form and substance reasonably acceptable to Purchaser and suitable for recording with the United States Patent and Trademark Office, the United States Copyright Office, or the applicable patent, trademark, or copyright office, agency or registrar, together with any other documentation required in order for the assignments to be duly recorded with the applicable patent, trademark, or copyright office, agency, or registrar; (i) executed documentation in form and substance reasonably acceptable to Purchaser for evidencing and effectuating the assignment of domain names with the applicable domain name registrar; (j) possession of the Acquired Assets; (k) keys, access codes, security codes, combinations to any locks or other security devices, and passwords for all computers thereon and any security device therein relating to the Acquired Assets or the Leased Real Property location; and (l) all other previously undelivered certificates, agreements and other documents required by this Agreement to be delivered by Seller at or prior to the Closing in connection with the transactions contemplated by this Agreement, any Ancillary Agreement, and all Conveyance Documents, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, any Ancillary Agreement and any Conveyance Documents; (v) the certificate required by Section 6.02(c); (vi) a completed certification of non-foreign status pursuant to Section 1.1445 2(b)(2) of the Treasury Regulations, duly executed by Seller; (vii) any mortgage release(s), affidavits, indemnities and information as Xxxxx’s title insurance company shall reasonably require in order to insure Buyer’s title to the RTS Project Land Rights to be Transferred in accordance with this Agreement; and (viii) all such other documents, agreements, instruments, writing and certificates as Buyer may reasonably request and as are necessary for Seller to satisfy its obligations hereunder. (b) At the Undepreciated Assets Closing, Seller shall deliver (or cause to be delivered) to Buyer: (i) Each Conveyance Document, duly executed by Seller, necessary to Transfer the applicable Undepreciated Asset and for Buyer to assume the applicable Assumed Undepreciated Assets Liability (and, subject to Section 2.06 hereof, by any other Person (other than Buyer) whose consent is necessary to so Transfer or assume); (ii) each Ancillary Agreement, duly executed by Seller; (iii) a certificate of good standing of Seller in the State of New York; (iv) a certificate of the secretary or other authorized officer of Seller, dated as of the Closing Date, and certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller in connection with the transactions contemplated by this Agreement, any Ancillary Agreement, and all Conveyance Documents, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, any Ancillary Agreement and any Conveyance Documents; (v) the certificate required by Section 6.02(c); (vi) a completed certification of non-foreign status pursuant to Section 1.1445 2(b)(2) of the Treasury Regulations, duly executed by Seller; and (vii) all such other documents, agreements, instruments, writing and certificates as Buyer may reasonably request and as are necessary for Seller to satisfy its obligations hereunder.

Closing Deliveries by Seller. At the Closing, Seller shall deliver to Purchaser:Purchaser:‌ (a) a duly executed xxxx of sale with respect to the Acquired Assets, substantially in the form attached hereto as Exhibit A (the “Xxxx of Sale”);Sale”);‌ (b) a duly executed assignment and assumption agreement with respect to the Assumed Liabilities, including in recordable form as required by Purchaser, substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”);Agreement”);‌ (c) a true and correct certified copy of the Sale Order; (d) a duly executed non-foreign-person affidavit of Seller reasonably satisfactory to Purchaser and prepared in accordance with Treasury Regulations Section 1.1445-2(b)(2); (e) the officer’s certificates required to be delivered pursuant to Sections 10.3(b) and 10.3(c); (f) a list of the Accounts Receivable as of one Business Day prior to Closing; (g) [reserved]; (h) duly executed patent, trademark and copyright assignments in form and substance reasonably acceptable to Purchaser and suitable for recording with the United States Patent and Trademark Office, the United States Copyright Office, or the applicable patent, trademark, or copyright office, agency or registrar, together with any other documentation required in order for the assignments to be duly recorded with the applicable patent, trademark, or copyright office, agency, or registrar; (i) executed documentation in form and substance reasonably acceptable to Purchaser for evidencing and effectuating the assignment of domain names with the applicable domain name registrar; (j) possession of the Acquired Assets; (k) keys, access codes, security codes, combinations to any locks or other security devices, and passwords for all computers thereon and any security device therein relating to the Acquired Assets or the Leased Real Property location; and (l) all other previously undelivered certificates, agreements and other documents required by this Agreement to be delivered by Seller at or prior to the Closing in connection with the transactions contemplated by this Agreement.

Closing Deliveries by Seller. At or prior to the Closing, Seller shall Sellers will deliver to Purchaser: (a) a duly executed xxxx of sale with respect to the Acquired Assets, substantially in the form attached hereto as Exhibit A (the “Xxxx of Sale”); (b) a duly executed assignment and assumption agreement with respect to the Assumed Liabilities, including in recordable form as required by Purchaser, substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”); (c) a true and correct certified copy of the Sale Order; (d) a duly executed non-foreign-person affidavit of Seller reasonably satisfactory to Purchaser and prepared in accordance with Treasury Regulations Section 1.1445-2(b)(2); (e) the officer’s certificates required or cause to be delivered pursuant to Sections 10.3(b) and 10.3(c); (f) a list of Buyer the Accounts Receivable as of one Business Day prior to Closing; (g) [reserved]; (h) duly executed patentfollowing, trademark and copyright assignments each in form and substance reasonably acceptable to Purchaser Buyer: (a) stock certificates representing the Purchased Shares, and suitable for recording with stock powers duly executed and, in a form, acceptable to Buyer necessary to transfer the United States Patent Purchased Shares to Buyer on the books and Trademark Office, records of the United States Copyright Office, or the applicable patent, trademark, or copyright office, agency or registrar, together with any other documentation required in order for the assignments to be duly recorded with the applicable patent, trademark, or copyright office, agency, or registrarCompany; (ib) the books and records of the Company, including without limitation all stock ledgers; (c) the required notices, consents, Permits, waivers, authorizations, orders and other approvals listed in Schedule 2.5(c), with all such notices, consents, Permits, waivers, authorizations, orders and other approvals being in full force and effect and not be subject to the satisfaction of any condition that has not been satisfied or waived; (d) the Employment Agreements by and between the Company [and/or Tritanium Labs, LLC, TruCleanz Distribution, Inc. and Pro 95, LLC in the business of Personal Protection Equipment as applicable] and each of Ed Honour, Xxxxxxx Xxxxxxxx, Xxxx Xxxx and Xxxx Xxxx and (collectively, the "Employment Agreements”), duly executed documentation by each party thereto; (e) a duly executed affidavit of non-foreign status from the Sellers dated as of the Closing Date in form and substance reasonably acceptable to Purchaser for evidencing and effectuating required under Section 1445 of the assignment Code such that Buyer is exempt from withholding any portion of domain names with the applicable domain name registrarPurchase Price that might otherwise be required by Section 1445 of the Code; (jf) possession a good standing certificate for the Company from the Secretary of the Acquired Assets; (k) keys, access codes, security codes, combinations to any locks or other security devicesState of Oklahoma, and passwords for all computers thereon and any security device therein relating to in respect of, from the Acquired Assets or the Leased Real Property location; and Secretary of State of Oklahoma, in each case certified as of a date no later than seven (l7) all other previously undelivered certificates, agreements and other documents required by this Agreement to be delivered by Seller at or days prior to the Closing Date and good standing certificates from each other jurisdiction in connection with which the Company and Tritanium Labs, LLC, TruCleanz Distribution, Inc. and Pro 95, LLC are qualified to do business as a foreign entity; (g) a certificate from the Company's secretary certifying to (A) copies of the Company’s Governing Documents and those of Tritanium Labs, LLC, TruCleanz Distribution, Inc. and Pro 95, LLC in effect as of the Closing, (B) the resolutions of the Company's shareholders and directors authorizing the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, the transfer of the Purchased Shares from the Sellers to Buyer, and the consummation of each of the transactions contemplated hereby and thereby, and (C) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which the Company is or is required to be a party or by this Agreement.which the Company is or is required to be bound; (h) a certificate, duly executed by an executive officer of the Company, stating that the conditions set forth in Section 2.4 have been satisfied;

Closing Deliveries by Seller. At the Closing, Seller shall will deliver or cause a Seller Affiliate, as applicable, to Purchaserdeliver the following documents, duly executed by Seller or, if applicable, a Seller Affiliate: (a) a duly executed xxxx an assignment of sale with respect limited liability company membership interests transferring the Purchased Interests to the Acquired AssetsBuyer, substantially in the form attached hereto as Exhibit A (the “Xxxx free and clear of Sale”)any and all Encumbrances; (b) a duly executed assignment certificate to Buyer (i) stating that Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate, (ii) providing its U.S. Employer Identification Number and assumption agreement with respect (iii) providing its address, all pursuant to Section 1445 of the Assumed Liabilities, including in recordable form as required by Purchaser, substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”)Code; (c) a true and correct certified copy of the Sale OrderLLC Agreement, duly executed by Seller; (d) a copy of the Pipeline Operating Agreement, duly executed non-foreign-person affidavit by each of Seller reasonably satisfactory to Purchaser and prepared in accordance with Treasury Regulations Section 1.1445-2(b)(2)the parties thereto; (e) a copy of the officer’s certificates required to be delivered pursuant to Sections 10.3(b) and 10.3(c)Services Agreement, duly executed by the parties thereto; (f) a list copy of the Accounts Receivable as of one Business Day prior to ClosingContribution Agreement, duly executed by the parties thereto; (g) [reserved]a copy of the Gathering Agreement, duly executed by the parties thereto; (h) a copy of the Assignment of Contract Rights, duly executed patent, trademark and copyright assignments in form and substance reasonably acceptable to Purchaser and suitable for recording with by the United States Patent and Trademark Office, the United States Copyright Office, or the applicable patent, trademark, or copyright office, agency or registrar, together with any other documentation required in order for the assignments to be duly recorded with the applicable patent, trademark, or copyright office, agency, or registrarparties thereto; (i) a copy of the Commencement of Rig Notice, duly executed documentation in form and substance reasonably acceptable to Purchaser for evidencing and effectuating by the assignment of domain names with the applicable domain name registrarparties thereto; (j) possession of evidence reasonably satisfactory to Buyer that all Encumbrances relating to the Acquired Gathering Assets, other than Permitted Encumbrances, have been released, which evidence shall include instruments and documents necessary to release any and all Encumbrances, other than Permitted Encumbrances, relating to the Gathering Assets, including appropriate UCC financing statement amendments (termination statements); (k) keysa copy of the Joint Use Agreement, access codesduly executed by the parties thereto; (l) a copy of a Subordination Agreement with or on behalf of each lender under the GMX Credit Facilities at Closing, security codesduly executed by the parties thereto; (m) a copy of the Assignment, combinations to Xxxx of Sale and Conveyance, duly executed by the parties thereto; (n) a copy of the Memorandum of Gas Gathering Agreement, duly executed by the parties thereto; (o) evidence of receipt by the Company of the Cash Contribution; (p) a copy of the Approval of Agent and Banks as described on Schedule 4.6; (q) a copy of the Approval of Prudential Insurance Company of America as described on Schedule 4.6; (r) a copy of the Consent of Union Pacific as described on Schedule 4.6; (s) a copy of the Pipeline Easement Agreement, duly executed by the parties thereto; (t) a copy of the Seller Parent Guaranty, duly executed by the party thereto; (u) a certificate executed on behalf of Seller by the president or any locks or other security devicesvice president of Seller, dated the Closing Date, representing and passwords for all computers thereon certifying that the conditions set forth in Sections 6.l(a) and any security device therein relating to the Acquired Assets or the Leased Real Property location6.1(b) have been fulfilled; and (lv) all such other previously undelivered certificates, agreements instruments of conveyance, and other documents required by this Agreement or as may be reasonably requested by Buyer and agreed to be delivered by Seller at or prior to the Closing in connection with Date to carry out the transactions contemplated by intention and purposes of this Agreement.