Common use of Closing Deliveries by Seller Clause in Contracts

Closing Deliveries by Seller. At the Closing, Seller will deliver, or cause to be delivered, to Purchaser: (a) an Assignment and Xxxx of Sale in substantially the form attached hereto as Exhibit B (the “Xxxx of Sale”), duly executed by Seller; (b) an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by Seller; (c) a Transition Services Agreement in substantially the form attached hereto as Exhibit D (the “Transition Services Agreement”), duly executed by Seller; (d) an Amended and Restated Biogas Supply Agreement in substantially the form attached hereto as Exhibit E (the “Supply Agreement”), duly executed by Seller; (e) an assignment of the Mavrix Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (f) an assignment of the Eagle Point Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (g) an assignment of the Oklahoma Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (h) a Debt Cancellation Agreement in substantially the form attached hereto as Exhibit G (the “Debt Cancellation Agreement”), duly executed by Seller whereby all intercompany indebtedness of Seller, Mavrix, Canton Renewables and XXXX Xxxxxx to Seller’s parent entities is extinguished; (i) an Operating and Administration Agreement in substantially the form attached hereto as Exhibit H (the “O&A Agreement”), duly executed by Seller; (j) to the extent obtained by Seller prior to Closing pursuant to the first sentence of Section 1.7(b), Third Party Supply Contract Assignments in substantially the form attached hereto as Exhibit I (the “Third Party Supply Contract Assignments”), duly executed by Seller and each applicable counterparty; (k) a certificate of an authorized officer of Seller, dated as of the Closing Date, certifying on Seller’s behalf the fulfillment of the conditions set forth in Section 5.2(a) and Section 5.2(b); (l) the Purchased Books and Records; (m) written resignations, effective as of the Closing Date, of the officers and managers of Mavrix, Canton Renewables and XXXX Xxxxxx, and of Seller’s designees to the boards of directors of Eagle Point and Oklahoma; (n) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of managers of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (o) a good standing certificate (or its equivalent) for Seller, Mavrix, Canton Renewables, XXXX Xxxxxx, Eagle Point and Oklahoma, from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which each such entity is organized; (p) written evidence, in form satisfactory to Purchaser in its sole discretion, of the release in full of all Liens by Massachusetts Mutual Life Insurance Company related to the assets and properties of Mavrix; (q) copies of all third party consents and waivers set forth on Schedule 5.1(a)(i) and (ii); (r) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, duly executed by Eagle Point, the directors of Eagle Point, Aria and Seller (the “Eagle Point Waiver”); (s) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, duly executed by Oklahoma, the directors of Oklahoma, Aria and Seller (the “Oklahoma Waiver”); (t) a certificate described in Treasury Regulation Section 1.1445-2(b) certifying that Seller is not a “foreign person” for purposes of Section 1445 of the Code; and (u) a Form W-9 (Request for Taxpayer Identification Number and Certification), duly executed by Seller. Additionally, at Closing, Seller shall pay the amount of $2,156,073 (the “Seller Closing Cash Distribution”) by wire transfer to Seller Parent.

Closing Deliveries by Seller. At the Closing, Seller will shall deliver, or cause to be delivered, to PurchaserBuyer: (a) an Assignment The certificates, consents and Xxxx of Sale in substantially the form attached hereto as Exhibit B (the “Xxxx of Sale”), duly executed by Sellerother documents required to be obtained or delivered pursuant to Article VIII; (b) an Assignment A porcine substance supply agreement between Seller Affiliate (Intervet International B.V.) and Assumption Agreement Buyer in substantially the form attached hereto as Exhibit C (the “Assignment and Assumption Porcine Substance Supply Agreement”), duly executed by SellerSeller Affiliate; (c) a Transition Services Agreement A IB supply agreement between Seller Affiliate (Merck Sharp & Dohme B.V.) and Buyer in substantially the form attached hereto as Exhibit D (the “IB Supply Agreement”), duly executed by Seller Affiliate; (d) A IB technology transfer agreement between Seller Affiliates ((Merck Sharp & Dohme B.V. and N.V. Organon) and Buyer in substantially the form attached hereto as Exhibit E (the “IB Technology Transfer Agreement”), duly executed by Seller Affiliate; (e) A patent license agreement between Seller Affiliate (Merck Sharp & Dohme B.V.) and Buyer in substantially the form attached hereto as Exhibit F (the “Patent License Agreement”), duly executed by Seller Affiliate; (f) A TTA assignment agreement between Seller Affiliates (Merck Sharp & Dohme B.V. and N.V. Organon) and Buyer in substantially the form attached hereto as Exhibit G (the “TTA Assignment”), duly executed by Seller Affiliate; (g) A transition services agreement between Financière MSD (Parent Seller) and Buyer in substantially the form attached hereto as Exhibit H (the “Transition Services Agreement”), duly executed by Seller; (dh) an Amended An executed copy of the Dutch asset purchase agreement entered into between Seller Affiliates (Merck Sharp & Dohme B.V. and Restated Biogas Supply Agreement N.V. Organon) and Buyer in substantially the form attached hereto as Exhibit E I (the “Supply Dutch Asset Purchase Agreement”), duly executed by Seller; (ei) an assignment of the Mavrix Interests to Purchaser in A liability agreement between Buyer, SP, Merck Sharp & Dohme Corp., Merck Sharp & Dohme B.V, N.V. Organon, Financière MS, Intervet International B.V. and Buyer and Amphastar Pharmaceuticals Inc. substantially the form attached hereto as Exhibit F, duly executed by Seller; (f) an assignment of the Eagle Point Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (g) an assignment of the Oklahoma Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (h) a Debt Cancellation Agreement in substantially the form attached hereto as Exhibit G J (the “Debt Cancellation Agreement”), duly executed by Seller whereby all intercompany indebtedness of Seller, Mavrix, Canton Renewables and XXXX Xxxxxx to Seller’s parent entities is extinguished; (i) an Operating and Administration Agreement in substantially the form attached hereto as Exhibit H (the “O&A Liability Agreement”), duly executed by Seller; (j) to the extent obtained by A stability testing services agreement between Seller prior to Closing pursuant to the first sentence of Section 1.7(b), Third Party Supply Contract Assignments Affiliate (N.V. Organon) and Buyer in substantially the form attached hereto as Exhibit I K (the “Third Party Supply Contract AssignmentsStability Testing Services Agreement”), duly executed by Seller and each applicable counterpartySeller; (k) a certificate of an authorized officer of SellerA Seller parent guarantee in substantially the form attached hereto as Exhibit L (the “Seller Parent Guarantee”), dated as of the Closing Date, certifying on Seller’s behalf the fulfillment of the conditions set forth in Section 5.2(a) and Section 5.2(b)duly executed; (l) A porcine insulin for biotech supply agreement between Seller Affiliate (N.V. Organon) and Buyer in substantially the Purchased Books and Recordsform attached hereto as Exhibit M (the “Porcine Insulin for Biotech Supply Agreement”), duly executed; (m) written resignationsA IB quality agreement between Seller Affiliate (Merck Sharp & Dohme B.V.) and Buyer in substantially the form attached hereto as Exhibit N, effective as of (the Closing Date“IB Quality Agreement”), of the officers and managers of Mavrix, Canton Renewables and XXXX Xxxxxx, and of Seller’s designees to the boards of directors of Eagle Point and Oklahomaduly executed; (n) a certificate of A PI quality agreement between Seller Affiliate (Intervet International B.V.) and Buyer in substantially the Secretary or an Assistant Secretary form attached hereto as Exhibit O, (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of managers of Seller authorizing the execution“PI Quality Agreement”), delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyduly executed; (o) a good standing certificate the mutual confidentiality agreements between Seller Affiliates and Buyer in substantially the forms attached hereto as Exhibit P, (or its equivalent) for Sellertogether the “CDAs”), Mavrix, Canton Renewables, XXXX Xxxxxx, Eagle Point and Oklahoma, from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which each such entity is organizedduly executed; (p) written evidencethe letter of understanding between Buyer and Seller, in form satisfactory to Purchaser in its sole discretion, of the release in full of all Liens by Massachusetts Mutual Life Insurance Company related to the assets and properties of Mavrixtransitional services agreement for EHS remediation works, in substantially the form attached hereto as Exhibit Q (the “XXX”), duly executed; (q) copies of all third party consents the letter related to Seller’s temporary employees between Buyer and waivers set forth on Schedule 5.1(a)(i) and Seller, in substantially the form attached hereto as Exhibit R (iithe “Temporary Employees Letter”), duly executed; (r) a Waiver Such other documents, certificates, agreements and Consent Regarding Membership Interest Transfer in form and substance other writings as may be reasonably acceptable necessary or desirable to Purchaser, duly executed effectuate the transactions contemplated by Eagle Point, the directors of Eagle Point, Aria and Seller (the “Eagle Point Waiver”); (s) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, duly executed by Oklahoma, the directors of Oklahoma, Aria and Seller (the “Oklahoma Waiver”); (t) a certificate described in Treasury Regulation Section 1.1445-2(b) certifying that Seller is not a “foreign person” for purposes of Section 1445 of the Code; and (u) a Form W-9 (Request for Taxpayer Identification Number and Certification), duly executed by Seller. Additionally, at Closing, Seller shall pay the amount of $2,156,073 (the “Seller Closing Cash Distribution”) by wire transfer to Seller Parentthis Agreement.

Closing Deliveries by Seller. At the Closing, in addition to Seller’s delivery of the items, documents and certificates to be delivered by Seller at the Closing pursuant to Section 8.2, Seller will deliver, deliver or cause to be delivereddelivered to Parent and Buyer the following items, documents and certificates, against delivery to PurchaserSeller of the items, payments, documents and certificates to be delivered to Seller by Parent and Buyer at the Closing pursuant to Section 2.10 and Section 8.1: (a) an Assignment and Xxxx counterparts of each of the Bxxx of Sale and Assumption Agreement, in substantially the form of Exhibit D attached hereto as Exhibit B (the “Xxxx Bxxx of SaleSale and Assumption Agreement”), duly the Escrow Agreement and the Software Distribution and License Agreements, each executed on Seller’s behalf by an authorized officer of Seller; (b) an Assignment and Assumption Agreement the Purchased Assets, which shall be delivered to Buyer in substantially the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by Selleraccordance with Section 2.4; (c) assignments from Seller to Buyer of any and all patent rights, rights in patent applications and invention rights, registered and unregistered copyrights, trademarks, service marks and domain names included in the Purchased Assets and all pending applications for registration or recordation of any copyrights, trademarks, service marks and domain names included in the Purchased Assets, duly executed on behalf of Seller by an authorized officer of Seller and notarized, in a Transition form acceptable for recording with the United States Patent and Trademark Office, the United States Copyright Office, or InterNIC Registration Services Agreement (or other applicable registrar), as applicable, and in substantially the form forms of Exhibit E attached hereto as Exhibit D (the “Transition Services AgreementPatent Assignment”), duly executed by SellerExhibit F attached hereto (the “Copyright Assignment”) or Exhibit G attached hereto (the “Mxxx Assignment”), as applicable; (d) an Amended and Restated Biogas Supply Agreement in substantially the form attached hereto as Exhibit E (the “Supply Agreement”), duly executed by Seller; (e) an assignment of the Mavrix Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (f) an assignment of the Eagle Point Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (g) an assignment of the Oklahoma Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (h) a Debt Cancellation Agreement in substantially the form attached hereto as Exhibit G (the “Debt Cancellation Agreement”), duly executed by Seller whereby all intercompany indebtedness of Seller, Mavrix, Canton Renewables and XXXX Xxxxxx to Seller’s parent entities is extinguished; (i) an Operating and Administration Agreement in substantially the form attached hereto as Exhibit H (the “O&A Agreement”), duly executed by Seller; (j) to the extent obtained by Seller prior to Closing pursuant to the first sentence of Section 1.7(b), Third Party Supply Contract Assignments in substantially the form attached hereto as Exhibit I (the “Third Party Supply Contract Assignments”), duly executed by Seller and each applicable counterparty; (k) a certificate of an authorized officer of Seller, dated as of the Closing Date, certifying on Seller’s behalf the fulfillment of the conditions set forth in Section 5.2(a) and Section 5.2(b); (l) the Purchased Books and Records; (m) written resignations, effective as of the Closing Date, of the officers and managers of Mavrix, Canton Renewables and XXXX Xxxxxx, and of Seller’s designees to the boards of directors of Eagle Point and Oklahoma; (n) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by of the board of managers directors of Seller authorizing the execution, delivery and performance by Seller of this Agreement and Agreement, each of the other Transaction Agreements Seller Ancillary Agreements, and the consummation of the sale, assignment and delivery of the Purchased Assets hereunder and all other transactions contemplated hereby and thereby, certified as true and that all such resolutions are in full force and effect and are all correct on the resolutions adopted in connection with Closing Date by the transactions contemplated hereby and therebySecretary of Seller; (oe) certificates from the Secretary of State of the States of Connecticut, Delaware, New Jersey and Maine, dated as of a date that is no more than three Business Days before the Closing Date regarding the corporate good standing certificate (or its equivalent) for Seller, Mavrix, Canton Renewables, XXXX Xxxxxx, Eagle Point and Oklahoma, from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which Seller with each such entity is organized; (p) written evidenceagency as of such date, in form satisfactory to Purchaser in its sole discretion, of each case with such good standing confirmed verbally with each such agency on the release in full of all Liens by Massachusetts Mutual Life Insurance Company related to the assets and properties of Mavrix; (q) copies of all third party consents and waivers set forth on Schedule 5.1(a)(i) and (ii); (r) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, duly executed by Eagle Point, the directors of Eagle Point, Aria and Seller (the “Eagle Point Waiver”); (s) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, duly executed by Oklahoma, the directors of Oklahoma, Aria and Seller (the “Oklahoma Waiver”); (t) a certificate described in Treasury Regulation Section 1.1445-2(b) certifying that Seller is not a “foreign person” for purposes of Section 1445 of the CodeClosing Date; and (uf) a Form W-9 (Request for Taxpayer Identification Number evidence of Seller’s receipt of all consents, waivers and Certification)approvals from third parties and Governmental Authorities, duly executed by Seller. Additionallyif any, at Closing, Seller shall pay that are necessary to effect the amount of $2,156,073 (the “Seller Closing Cash Distribution”) by wire assignment and transfer to Seller ParentBuyer of good (and, in the case of tangible assets, marketable) title to all of the Purchased Assets, and the assignment to Buyer of all Assigned Agreements, in each case free and clear of all Encumbrances.

Closing Deliveries by Seller. At the ClosingClosing (or such earlier date if specified below), Seller will shall deliver, or cause caused to be delivered, the following items to PurchaserBuyer: (a) an Assignment and Xxxx a Bill of Sale in substantially the form attached hereto to this Agreement as Exhibit B (the “Xxxx Bill of Sale”), duly executed by Seller; (b) an Assignment and Assumption Agreement in substantially the form attached hereto to this Agreement as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by Seller; (c) a Transition Services Agreement assignments of the Owned Seller IP and Inbound Licenses (other than Inbound Licenses to be assigned via an Assignment and Assumption Agreement) in substantially the form attached hereto to this Agreement as Exhibit D (the “Transition Services AgreementIP Assignments”), duly executed by Seller; (d) an Amended access credentials for any and Restated Biogas Supply Agreement in substantially all Seller IP (to the form attached hereto as Exhibit E (the “Supply Agreement”extent applicable), duly executed by Seller; (e) an a lease assignment of agreement in a form reasonably acceptable to Buyer (the Mavrix Interests to Purchaser in substantially the form attached hereto as Exhibit F“Lease Assignments”) for each Leased Real Property, duly executed by SellerSeller and, as necessary, the lessor of the relevant lease; (f) an assignment of a transition services agreement in a form reasonably acceptable to Buyer and the Eagle Point Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (g) an assignment of the Oklahoma Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (h) a Debt Cancellation Agreement in substantially the form attached hereto as Exhibit G Seller Parties (the “Debt Cancellation AgreementTSA”), duly executed by Seller whereby Parties; (g) general warranty deed(s) in form(s) reasonably acceptable to Xxxxx, duly executed by Seller with respect to all intercompany indebtedness of SellerOwned Real Property; (h) a property survey, Mavrixan owner’s affidavit, Canton Renewables authority documents and XXXX Xxxxxx such other documents, in a form reasonably satisfactory to Seller’s parent entities Buyer, and duly executed by Seller or the Owner, as applicable, as are required by the Title Company which is extinguishedto issue Buyer a title policy (the “Title Policy”) with respect to the Owned Real Property containing exceptions only for the Permitted Liens; (i) an Operating and Administration Agreement instruments or other documents evidencing the transfer of title of the Purchased Assets set forth on Schedule 2.8.1(i) , in substantially the a form attached hereto as Exhibit H (the “O&A Agreement”)reasonably satisfactory to Xxxxx, duly executed by SellerXxxxxx; (j) the keys, combinations and codes to all locks and security devices to the extent obtained by Seller prior to Closing pursuant to the first sentence of Section 1.7(b), Third Party Supply Contract Assignments in substantially the form attached hereto as Exhibit I (the “Third Party Supply Contract Assignments”), duly executed by Seller and each applicable counterpartyReal Property; (k) correct and complete invoices or releases reflecting all Transaction Expenses; (l) for Payoff Indebtedness of Seller unpaid prior to the Closing, payoff letters or similar releases in forms reasonably satisfactory to Buyer, which shall include the amounts required in order to pay in full all such Payoff Indebtedness outstanding as of the Closing and to terminate all Liens (other than Permitted Liens) in favor of the holder of such Payoff Indebtedness; (m) evidence that the notices to and Consents of, as applicable, the Governmental Authorities and the other Persons set forth on Schedule 2.8.1(m) shall have been delivered, received or obtained, as applicable; (n) a certificate of an authorized officer of Seller, Seller dated as of the Closing DateDate in a form reasonably satisfactory to Buyer (i) attaching (A) the certificate of formation (together with any and all amendments thereto) of Seller, certifying on certified by the Secretary of State of the State of Delaware, (B) the other Organizational Documents of Seller (together with any and all amendments thereto), and (C) resolutions of Owner’s and Seller’s behalf board of directors (or equivalent governing authority) approving this Agreement and the fulfillment transactions contemplated by this Agreement, and (ii) certifying that (A) no amendments have been made to the Organizational Documents except as provided in such attachments and (B) the aforementioned resolutions are correct and complete and have not been modified or rescinded since the date of the conditions set forth in Section 5.2(a) and Section 5.2(b)adoption; (lo) a certificate of an authorized officer of the Purchased Books and Records; (m) written resignations, effective Owner dated as of the Closing Date, Date in a form reasonably satisfactory to Buyer (i) attaching resolutions of the officers and managers of Mavrix, Canton Renewables and XXXX Xxxxxx, and of SellerOwner’s designees to the boards board of directors of Eagle Point and Oklahoma; (n) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of managers of Seller authorizing the execution, delivery and performance of approving this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby by this Agreement and thereby, and (ii) certifying that all such the aforementioned resolutions are in full force correct and effect complete and are all have not been modified or rescinded since the resolutions adopted in connection with the transactions contemplated hereby and therebydate of adoption; (op) a good standing certificate (or its equivalent) for Seller, Mavrix, Canton Renewables, XXXX Xxxxxx, Eagle Point and Oklahoma, Seller from the secretary Secretary of state or similar Governmental Authority State of the jurisdiction under the Laws in which each such entity is organized; (p) written evidenceState of Delaware, in form satisfactory to Purchaser in its sole discretion, dated as of the release in full of all Liens by Massachusetts Mutual Life Insurance Company related a date not earlier than five Business Days prior to the assets and properties of MavrixClosing Date; (q) copies an affidavit from Owner in the form provided pursuant to the Treasury Regulations promulgated under Section 1445 of all third party consents the Code that Owner is not a “foreign person” as such term is defined in Section 1445 of the Code and waivers set forth on Schedule 5.1(a)(i) and (ii)in a form reasonably satisfactory to Buyer; (r) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, certificate duly executed by Eagle Pointan authorized officer of Seller and Owner, dated as of the directors Closing Date, given by him or her on behalf of Eagle PointXxxxxx and Owner and not in his or her individual capacity, Aria stating that the conditions specified in Section 6.2.1, Section 6.2.2 and Seller (the “Eagle Point Waiver”)Section 6.2.4 have been satisfied; (s) a Waiver and Consent Regarding Membership Interest Transfer letter agreement in a form and substance reasonably acceptable to Purchaser, duly executed Buyer and the Seller Parties that provides for the servicing by Oklahoma, Buyer of Warranty Claims from Buyer (or its Affiliates) with Seller Parties reimbursing Buyer (or its Affiliates) for the directors of Oklahoma, Aria and Seller actual costs associated with such servicing (the “Oklahoma WaiverLetter Agreement”); (t) a certificate described statement in Treasury Regulation Section 1.1445-2(b) certifying that Seller is not a “foreign person” for purposes of Section 1445 of the Code; and (u) a Form W-9 (Request for Taxpayer Identification Number and Certification)form reasonably satisfactory to Buyer, duly executed by Seller. Additionallyan authorized officer of Seller and Owner, at Closing, Seller shall pay setting forth (i) the amount calculation of $2,156,073 the Closing Payment and all amounts associated therewith and (ii) the wiring instructions and amounts to be paid to each Person who is to receive a cash payment pursuant to Section 2.5 (the “Seller Closing Cash DistributionFlow of Funds Statement”) by wire transfer to Seller Parent).

Closing Deliveries by Seller. At Seller shall deliver the following items to Purchaser at the Closing, Seller will deliver, or cause to be delivered, to Purchaser: (ai) a certificate from an officer of Seller attesting to the matters set forth in Section 9.2(b); (ii) 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 and the Assumed Condemnations, substantially in the form of Exhibit H-1 attached hereto (the “General Assignment and Xxxx Assumption”); (iii) duly executed counterparts of Sale assignment and assumption agreements under which Seller assigns and Purchaser assumes all of Seller’s right, title and interest in and to the Real Property Leases in each case substantially in the form of Exhibit H-2 attached hereto (each, an “Assignment and Assumption of Real Property Leases”); (iv) one (1) duly executed statutory, limited or special warranty deed for each county in which the Owned Timberlands are located, warranting only against Persons claiming by, through or under Seller and subject only to the Permitted Exceptions, in each case substantially in the form of Exhibit I-1, Exhibit I-2 and Exhibit I-3 attached hereto, and such other Conveyance Instruments as are reasonably necessary to vest in Purchaser title to the Owned Timberlands (collectively, the “Deeds”); (v) one (1) duly executed lease assignment for the Timberland Leases assigning Seller’s right, title and interest to the Timberland Leases to Purchaser in substantially the form of Exhibit H-3 attached hereto as Exhibit B (the “Xxxx of Sale”), duly executed by Seller; (b) an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by Seller; (c) a Transition Services Agreement in substantially the form attached hereto as Exhibit D (the “Transition Services Agreement”), duly executed by Seller; (d) an Amended and Restated Biogas Supply Agreement in substantially the form attached hereto as Exhibit E (the “Supply Agreement”), duly executed by Seller; (e) an assignment of the Mavrix Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (f) an assignment of the Eagle Point Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (g) an assignment of the Oklahoma Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (h) a Debt Cancellation Agreement in substantially the form attached hereto as Exhibit G (the “Debt Cancellation Agreement”), duly executed by Seller whereby all intercompany indebtedness of Seller, Mavrix, Canton Renewables and XXXX Xxxxxx to Seller’s parent entities is extinguished; (i) an Operating and Administration Agreement in substantially the form attached hereto as Exhibit H (the “O&A Agreement”), duly executed by Seller; (j) to the extent obtained by Seller prior to Closing pursuant to the first sentence of Section 1.7(b), Third Party Supply Contract Assignments in substantially the form attached hereto as Exhibit I (the “Third Party Supply Contract Assignments”), duly executed by Seller and each applicable counterparty; (k) a certificate of an authorized officer of Seller, dated as of the Closing Date, certifying on Seller’s behalf the fulfillment of the conditions set forth in Section 5.2(a) and Section 5.2(b); (l) the Purchased Books and Records; (m) written resignations, effective as of the Closing Date, of the officers and managers of Mavrix, Canton Renewables and XXXX Xxxxxx, and of Seller’s designees to the boards of directors of Eagle Point and Oklahoma; (n) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of managers of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (o) a good standing certificate (or its equivalent) for Seller, Mavrix, Canton Renewables, XXXX Xxxxxx, Eagle Point and Oklahoma, from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which each such entity is organized; (p) written evidence, in form satisfactory to Purchaser in its sole discretion, of the release in full of all Liens by Massachusetts Mutual Life Insurance Company related to the assets and properties of Mavrix; (q) copies of all third party consents and waivers set forth on Schedule 5.1(a)(i) and (ii); (r) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, duly executed by Eagle Point, the directors of Eagle Point, Aria and Seller (the “Eagle Point WaiverTimberland Leases”); (svi) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, duly executed consent to assignment executed by Oklahoma, the directors owners/lessors under the Xxxxxxx Lease ; (vii) one (1) duly executed bill of Oklahoma, Aria and Seller sale for the conveyance of the Personal Property in substantially the form of Exhibit J attached hereto (the “Oklahoma WaiverBill of Sale”); (tviii) a certificate described in Treasury Regulation Section 1.1445-2(b) certifying an affidavit stating the taxpayer identification number of Seller and that Seller is not a “foreign person” for purposes of Section 1445 of the CodeCode and the Treasury Regulations thereunder; (ix) owner title affidavits in the form of Exhibit K attached hereto; (x) releases of all Monetary Liens on the Property; (xi) the Reliance Letter; (xii) an affidavit of Seller’s residence in Georgia; (xiii) a bill of sale for trees, timber, logs, pulpwood or in-wood chips on the Timberlands located in Texas pursuant to Texas Natural Resources Code §§ 151.001 to 151.002, substantially in the form of Exhibit N; (xiv) an executed closing statement with regard to the transactions contemplated by this Agreement; (xv) such assignments, bills of sale, certificates of title and other instruments of assignment and conveyance, all in form reasonably satisfactory to Purchaser, as are necessary to convey fully and effectively to Purchaser the Property in accordance with the terms hereof and to enable the Title Company to issue the Title Policy to Purchaser in accordance with the terms of this Agreement; (xvi) a duly executed counterpart of an assignment and assumption of the Access Rights and Agreements, in the form substantially similar to attached Exhibit O (the “Assignment of Easements”) including the easements to be assigned; (xvii) one or more timber deeds in the form attached hereto as Schedule 2.2(a)(xvii), drafts of which shall be prepared by Purchaser at its sole cost and delivered to Seller for its approval at least five (5) days prior to Closing; and (uxviii) a Form W-9 (Request for Taxpayer Identification Number and Certification), duly fully executed by Seller. Additionally, at Closing, Seller shall pay copy of the amount of $2,156,073 (the “Seller Closing Cash Distribution”) by wire transfer to Seller ParentXxxxxxx Lease Amendment.

Closing Deliveries by Seller. At the Closing, Seller will deliver, shall have delivered or cause caused to be delivered, delivered to Purchaser: (ai) possession of all of the Purchased Assets; (ii) a Xxxx of Sale substantially in the form of Exhibit B attached hereto, conveying good and marketable title in and to all of the Purchased Assets, duly executed by Seller; (iii) an Assignment and Xxxx of Sale Assumption Agreement substantially in substantially the form of Exhibit C attached hereto as Exhibit B (the “Xxxx of Sale”"General Assignment"), duly executed by Seller; (biv) an Assignment the Registration Rights and Assumption Lockup Agreement substantially in substantially the form of Exhibit D attached hereto as Exhibit C (the “Assignment and Assumption Agreement”)hereto, duly executed by Seller; (cv) a Transition Services the Xxxxxx Employment Agreement substantially in substantially the form of Exhibit E attached hereto as hereto, duly executed by Shareholder; (vi) the Escrow Agreement substantially in the form of Exhibit D (the “Transition Services Agreement”)F attached hereto, duly executed by Seller; (dvii) an Amended and Restated Biogas Supply Agreement in substantially the form attached hereto as Exhibit E (the “Supply Agreement”), duly executed by SellerUpdated Seller Disclosure Schedule; (e) an assignment of the Mavrix Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (f) an assignment of the Eagle Point Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (g) an assignment of the Oklahoma Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (h) a Debt Cancellation Agreement in substantially the form attached hereto as Exhibit G (the “Debt Cancellation Agreement”), duly executed by Seller whereby all intercompany indebtedness of Seller, Mavrix, Canton Renewables and XXXX Xxxxxx to Seller’s parent entities is extinguished; (i) an Operating and Administration Agreement in substantially the form attached hereto as Exhibit H (the “O&A Agreement”), duly executed by Seller; (j) to the extent obtained by Seller prior to Closing pursuant to the first sentence of Section 1.7(b), Third Party Supply Contract Assignments in substantially the form attached hereto as Exhibit I (the “Third Party Supply Contract Assignments”), duly executed by Seller and each applicable counterparty; (kviii) a certificate of an authorized officer of Seller, dated as of Seller with respect to the Closing Date, certifying on Seller’s behalf the fulfillment of the conditions matters set forth in Section 5.2(a) and Section 5.2(b)7.1 hereof; (l) the Purchased Books and Records; (m) written resignations, effective as of the Closing Date, of the officers and managers of Mavrix, Canton Renewables and XXXX Xxxxxx, and of Seller’s designees to the boards of directors of Eagle Point and Oklahoma; (nix) a certificate of the Secretary or an Assistant Secretary of Seller, certifying as of the Closing Date (or equivalent officerA) of Seller certifying that attached thereto are a true and complete copies copy of all the Certificate of Incorporation of Seller, (B) a true and complete copy of the resolutions adopted by of the board of managers stockholders of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Agreements by Seller and the consummation of the transactions transaction contemplated hereby hereby, (C) a certificate of good standing as of a recent date of Seller in the State of Maine and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;(D) incumbency matters; and (ox) a good standing certificate (or its equivalent) for Seller, Mavrix, Canton Renewables, XXXX Xxxxxx, Eagle Point and Oklahoma, from the secretary of state or similar Governmental Authority consents to assignment of the jurisdiction under the Laws in which each such entity is organized; (p) written evidence, in form satisfactory to Purchaser in its sole discretion, of the release in full of all Liens by Massachusetts Mutual Life Insurance Company related to the assets and properties of Mavrix; (q) copies of all third party consents and waivers set forth on Schedule 5.1(a)(i) and (ii); (r) a Waiver and Consent Regarding Membership Interest Transfer Assumed Contracts in form and substance reasonably acceptable satisfactory to Purchaser, duly executed by Eagle Point, the directors of Eagle Point, Aria Purchaser and Seller (the “Eagle Point Waiver”); (s) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, duly executed by Oklahoma, the directors of Oklahoma, Aria and Seller (the “Oklahoma Waiver”); (t) a certificate described in Treasury Regulation Section 1.1445-2(b) certifying that Seller is not a “foreign person” for purposes of Section 1445 of the Code; and (u) a Form W-9 (Request for Taxpayer Identification Number and Certification), duly executed by Seller. Additionally, at Closing, Seller shall pay the amount of $2,156,073 (the “Seller Closing Cash Distribution”) by wire transfer to Seller Parentits counsel.

Closing Deliveries by Seller. At the Closing, Seller will deliver, shall have ---------------------------- delivered or cause caused to be delivered, delivered to PurchaserBuyer: (ai) possession of all of the Purchased Assets, together will all files, Books and Records relating to the Purchased Assets; (ii) Xxxx of Sale substantially in the form of Exhibit B attached --------- hereto, conveying good and marketable title in all of the Purchased Assets, duly executed by Seller; (iii) an Assignment and Xxxx of Sale Assumption Agreement by and between Buyer and Seller substantially in substantially the form of Exhibit C, attached hereto as Exhibit B --------- (the “Xxxx of Sale”"General Assignment"), duly executed by Seller; (biv) a Consent to Assignment of Contract by and among Buyer, Seller and the Person other than Seller who is party to the Business Assumed Contract being assigned to Buyer, substantially in the form of Exhibit D attached hereto (the "Consent to --------- Assignment"), duly executed by Seller and each such other Person who is a party to the Business Assumed Contract; (v) an Intellectual Property Assignment of all of Business Intellectual Property by and Assumption Agreement between Buyer and Seller substantially in substantially the form of Exhibit E attached hereto as Exhibit C (the “Assignment and Assumption Agreement”-------- "Intellectual Property Assignment"), duly executed by Seller; (cvi) a Transition Services an Employment Agreement by and between Buyer and Seller substantially in substantially the form of Exhibit F attached hereto as Exhibit D (the “Transition Services --------- "Employment Agreement”"), duly executed by SellerLarking; (dvii) an Amended Estoppel Certificate by and Restated Biogas Supply Agreement between Seller and the landlord of the Real Property, setting forth the material terms of the lease agreement between Seller and landlord, and stating that Seller is in compliance with the terms of the lease as of the Closing Date, substantially in the form attached hereto as Exhibit E (the “Supply Agreement”), duly executed by Seller; (e) an assignment of the Mavrix Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (f) an assignment of the Eagle Point Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (g) an assignment of the Oklahoma Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (h) a Debt Cancellation Agreement in substantially the form attached hereto as Exhibit G (the “Debt Cancellation Agreement”), duly executed by Seller whereby all intercompany indebtedness of Seller, Mavrix, Canton Renewables and XXXX Xxxxxx to Seller’s parent entities is extinguished; (i) an Operating and Administration Agreement in substantially the form attached hereto as Exhibit H (the “O&A Agreement”), duly executed by Seller; (j) to the extent obtained by Seller prior to Closing pursuant to the first sentence of Section 1.7(b), Third Party Supply Contract Assignments in substantially the form attached hereto as Exhibit I (the “Third Party Supply Contract Assignments”)--------- hereto, duly executed by Seller and each applicable counterpartysuch landlord; (kviii) a certificate of an authorized officer Larking substantially in the form of SellerExhibit H --------- attached hereto, dated as of the Closing Date, certifying on Seller’s behalf the fulfillment of the conditions set forth in Section 5.2(a) and Section 5.2(b)duly executed by Larking; (lix) a Non-Competition and Non-Disclosure Agreement by and between Buyer and Seller substantially in the Purchased Books and Records;form of Exhibit I --------- attached hereto (the "Non-Competition Agreement"), duly executed by Larking; and (mx) written resignations, effective such other documents as Buyer may reasonably request for the purpose of the Closing Date, of the officers and managers of Mavrix, Canton Renewables and XXXX Xxxxxx, and of Seller’s designees to the boards of directors of Eagle Point and Oklahoma; (n) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of managers of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Agreements and facilitating the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (o) a good standing certificate (or its equivalent) for Seller, Mavrix, Canton Renewables, XXXX Xxxxxx, Eagle Point and Oklahoma, from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which each such entity is organized; (p) written evidence, in form satisfactory to Purchaser in its sole discretion, of the release in full of all Liens by Massachusetts Mutual Life Insurance Company related to the assets and properties of Mavrix; (q) copies of all third party consents and waivers set forth on Schedule 5.1(a)(i) and (ii); (r) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, duly executed by Eagle Point, the directors of Eagle Point, Aria and Seller (the “Eagle Point Waiver”); (s) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, duly executed by Oklahoma, the directors of Oklahoma, Aria and Seller (the “Oklahoma Waiver”); (t) a certificate described in Treasury Regulation Section 1.1445-2(b) certifying that Seller is not a “foreign person” for purposes of Section 1445 of the Code; and (u) a Form W-9 (Request for Taxpayer Identification Number and Certification), duly executed by Seller. Additionally, at Closing, Seller shall pay the amount of $2,156,073 (the “Seller Closing Cash Distribution”) by wire transfer to Seller Parent.herein

Closing Deliveries by Seller. At Seller shall deliver the following items to Purchaser at the Closing, Seller will deliver, or cause to be delivered, to Purchaser: (ai) an a certificate from a duly authorized officer of Seller attesting to the matters set forth in Sections 9.2(b) and 9.2(c); (ii) 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 and the Assumed Condemnations, substantially in the form of Exhibit J-1 attached hereto (the “General Assignment and Xxxx Assumption”); (iii) duly executed counterparts of Sale assignment and assumption agreements under which Seller assigns and Purchaser assumes all of Seller’s right, title and interest in and to the Real Property Leases in each case substantially in the form of Exhibit J-2 attached hereto (each, an “Assignment and Assumption of Real Property Leases”); (iv) one (1) duly executed limited or statutory warranty deed for each county in which the Owned Timberlands are located, warranting only against Persons claiming by, through or under Seller and subject only to the Permitted Exceptions, in each case substantially in the form of Exhibit K-1 and K-2 attached hereto, and such other Conveyance Instruments as are reasonably necessary to vest in Purchaser title to the Owned Timberlands and the Appurtenant Easements (collectively, the “Deeds”); (v) one (1) duly executed Assignment and Assumption of Timberland Lease for each Timberland Lease, in recordable form for each county in which the Leased Timberlands are located under each such Timberland Lease, in substantially the form of Exhibit K-3 attached hereto as Exhibit B (the “Xxxx of Sale”)collectively, duly executed by Seller; (b) an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by Seller; (c) a Transition Services Agreement in substantially the form attached hereto as Exhibit D (the “Transition Services Agreement”), duly executed by Seller; (d) an Amended and Restated Biogas Supply Agreement in substantially the form attached hereto as Exhibit E (the “Supply Agreement”), duly executed by Seller; (e) an assignment of the Mavrix Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (f) an assignment of the Eagle Point Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (g) an assignment of the Oklahoma Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (h) a Debt Cancellation Agreement in substantially the form attached hereto as Exhibit G (the “Debt Cancellation Agreement”), duly executed by Seller whereby all intercompany indebtedness of Seller, Mavrix, Canton Renewables and XXXX Xxxxxx to Seller’s parent entities is extinguished; (i) an Operating and Administration Agreement in substantially the form attached hereto as Exhibit H (the “O&A Agreement”), duly executed by Seller; (j) to the extent obtained by Seller prior to Closing pursuant to the first sentence of Section 1.7(b), Third Party Supply Contract Assignments in substantially the form attached hereto as Exhibit I (the “Third Party Supply Contract Assignments”), duly executed by Seller and each applicable counterparty; (k) a certificate of an authorized officer of Seller, dated as of the Closing Date, certifying on Seller’s behalf the fulfillment of the conditions set forth in Section 5.2(a) and Section 5.2(b); (l) the Purchased Books and Records; (m) written resignations, effective as of the Closing Date, of the officers and managers of Mavrix, Canton Renewables and XXXX Xxxxxx, and of Seller’s designees to the boards of directors of Eagle Point and Oklahoma; (n) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of managers of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (o) a good standing certificate (or its equivalent) for Seller, Mavrix, Canton Renewables, XXXX Xxxxxx, Eagle Point and Oklahoma, from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which each such entity is organized; (p) written evidence, in form satisfactory to Purchaser in its sole discretion, of the release in full of all Liens by Massachusetts Mutual Life Insurance Company related to the assets and properties of Mavrix; (q) copies of all third party consents and waivers set forth on Schedule 5.1(a)(i) and (ii); (r) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, duly executed by Eagle Point, the directors of Eagle Point, Aria and Seller (the “Eagle Point WaiverTimberland Leases”); (svi) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, one (1) duly executed by Oklahomaxxxx of sale for the conveyance of the Personal Property; (vii) duly executed counterparts of the Timber Supply Documents to which Seller is a party; (viii) one (1) duly executed Assignment and Assumption of Timber Deeds for each Timber Deed, in recordable form, and otherwise in substantially the form of Exhibit K-4 attached hereto (collectively, the directors “Assignment and Assumption of Oklahoma, Aria and Seller (the “Oklahoma WaiverTimber Deeds”); (tix) a certificate described in Treasury Regulation Section 1.1445-2(b) certifying 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; andCode and the Treasury Regulations thereunder; (ux) a Form W-9 (Request for Taxpayer Identification Number and Certification)such title affidavits as are reasonably requested by the Title Company, duly executed by Seller. Additionally, at Closing, Seller shall pay including an owner’s affidavit substantially in the amount form of $2,156,073 (the “Seller Closing Cash Distribution”) by wire transfer to Seller Parent.Exhibit L attached hereto;

Closing Deliveries by Seller. At Seller shall deliver the following items to Buyer or the applicable Buyer Subsidiary at the Closing, Seller will deliver, or cause to be delivered, to Purchaser: (a) an Assignment and Xxxx of Sale in substantially the form attached hereto as Exhibit B (the “Xxxx of Sale”), duly executed by Seller; (b) an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by Seller; (c) a Transition Services Agreement in substantially the form attached hereto as Exhibit D (the “Transition Services Agreement”), duly executed by Seller; (d) an Amended and Restated Biogas Supply Agreement in substantially the form attached hereto as Exhibit E (the “Supply Agreement”), duly executed by Seller; (e) an assignment of the Mavrix Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (f) an assignment of the Eagle Point Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (g) an assignment of the Oklahoma Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (h) a Debt Cancellation Agreement in substantially the form attached hereto as Exhibit G (the “Debt Cancellation Agreement”), duly executed by Seller whereby all intercompany indebtedness of Seller, Mavrix, Canton Renewables and XXXX Xxxxxx to Seller’s parent entities is extinguished; (i) a certificate from an Operating and Administration Agreement in substantially the form attached hereto as Exhibit H (the “O&A Agreement”), duly executed by Seller; (j) officer of Seller attesting to the extent obtained by Seller prior to Closing pursuant to the first sentence of Section 1.7(b), Third Party Supply Contract Assignments in substantially the form attached hereto as Exhibit I (the “Third Party Supply Contract Assignments”), duly executed by Seller and each applicable counterparty; (k) a certificate of an authorized officer of Seller, dated as of the Closing Date, certifying on Seller’s behalf the fulfillment of the conditions matters set forth in Section 5.2(aSections 6.2(a) and Section 5.2(b(b); (lii) the Purchased Books and Records; (m) written resignations, effective as duly executed counterparts of the Closing Date, of assignment and assumption agreements under which Seller assigns and Buyer or the officers and managers of Mavrix, Canton Renewables and XXXX Xxxxxx, and applicable Buyer Subsidiary assumes all of Seller’s designees right, title and interest in and to the boards of directors of Eagle Point and Oklahoma; (n) a certificate of Personal Property Leases, the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by Assumed Contracts, the board of managers of Seller authorizing Licenses, the execution, delivery and performance of this Agreement Assumed Condemnations and the other Transaction Agreements and Intangible Property, substantially in the consummation form of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (o) a good standing certificate (or its equivalent) for Seller, Mavrix, Canton Renewables, XXXX Xxxxxx, Eagle Point and Oklahoma, from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which each such entity is organized; (p) written evidence, in form satisfactory to Purchaser in its sole discretion, of the release in full of all Liens by Massachusetts Mutual Life Insurance Company related to the assets and properties of Mavrix; (q) copies of all third party consents and waivers set forth on Schedule 5.1(a)(i) and (ii); (r) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, duly executed by Eagle Point, the directors of Eagle Point, Aria and Seller Exhibit A-1 (the “Eagle Point WaiverGeneral Assignment and Assumption”); (siii) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, duly executed by Oklahomacounterparts of assignment and assumption agreements under which Seller assigns and Buyer or the applicable Buyer Subsidiary assumes all of Seller’s right, title and interest in and to the directors Real Property Leases substantially in the form of Oklahoma, Aria Exhibit A-2 (an “Assignment and Seller (the “Oklahoma WaiverAssumption of Real Property Leases”); (tiv) a certificate described duly executed special warranty deed, warranting only against Persons claiming by, through or under Seller and subject only to the Permitted Exceptions, in Treasury Regulation Section 1.1445-2(bsubstantially in the form of Exhibit B, and such other Conveyance Instruments as are reasonably necessary to vest in Buyer or the applicable Buyer Subsidiary title to the Timberlands (the “Deed”); (v) certifying a xxxx of sale with respect to the Personal Property, substantially in the form of Exhibit C; (vi) an affidavit stating the taxpayer identification number of Seller and that Seller is not a “foreign person” for purposes of Section 1445 of the CodeCode and the Treasury Regulations thereunder; (vii) intentionally deleted; (viii) releases of all Monetary Liens (other than the First Mortgage Loan) and Voluntary Liens on the Property; (ix) delivery of possession of the Property at the Closing, subject to the Permitted Exceptions and, in the case of the Personal Property, Permitted Encumbrances; and (ux) a Form W-9 (Request for Taxpayer Identification Number such assignments, bills of sale, certificates of title and Certification)other instruments of assignment and conveyance, duly executed by Seller. Additionallyall in form reasonably satisfactory to Buyer, at Closing, Seller shall pay as are necessary to convey fully and effectively to Buyer the amount of $2,156,073 (Property in accordance with the “Seller Closing Cash Distribution”) by wire transfer to Seller Parentterms hereof.

Closing Deliveries by Seller. At Seller shall deliver (or in the case of clause (ix) use commercially reasonable efforts to deliver) the following items to Buyer or the applicable Buyer Subsidiary at the Closing, Seller will deliver, or cause to be delivered, to Purchaser: i. a certificate from an officer of Seller attesting to the matters set forth in Sections 6.2(a) and (a) an Assignment b); ii. duly executed counterparts of the assignment and Xxxx assumption agreements under which Seller assigns and Buyer or the applicable Buyer Subsidiary assumes all of Sale Seller's right, title and interest in and to the Personal Property Leases, the Assumed Contracts, the Licenses, the Assumed Condemnations and the Intangible Property, substantially in the form attached hereto as of Exhibit B A-1 (the “Xxxx of SaleGeneral Assignment and Assumption”), ; iii. duly executed by counterparts of assignment and assumption agreements of Real Property Leases and an assignment and assumption agreement of the Timber Lease under which Seller assigns and Buyer or the applicable Buyer Subsidiary assumes all of Seller; (b) an Assignment 's right, title and Assumption Agreement interest in and to the Real Property Leases and the Timber Lease substantially in the form attached hereto as of Exhibit C A-2 (the an “Assignment and Assumption Agreementof Real Property Leases”), duly executed by Seller; (c) a Transition Services Agreement in substantially the form attached hereto as Exhibit D (the “Transition Services Agreement”), duly executed by Seller; (d) an Amended and Restated Biogas Supply Agreement in substantially the form attached hereto as Exhibit E (the “Supply Agreement”), duly executed by Seller; (e) an assignment of the Mavrix Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (f) an assignment of the Eagle Point Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (g) an assignment of the Oklahoma Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (h) a Debt Cancellation Agreement in substantially the form attached hereto as Exhibit G (the “Debt Cancellation Agreement”), duly executed by Seller whereby all intercompany indebtedness of Seller, Mavrix, Canton Renewables and XXXX Xxxxxx to Seller’s parent entities is extinguished; (i) an Operating and Administration Agreement in substantially the form attached hereto as Exhibit H (the “O&A Agreement”), duly executed by Seller; (j) to the extent obtained by Seller prior to Closing pursuant to the first sentence of Section 1.7(b), Third Party Supply Contract Assignments in substantially the form attached hereto as Exhibit I (the “Third Party Supply Contract Assignments”), duly executed by Seller and each applicable counterparty; (k) a certificate of an authorized officer of Seller, dated as of the Closing Date, certifying on Seller’s behalf the fulfillment of the conditions set forth in Section 5.2(a) and Section 5.2(b); Exhibit A-3 (l) the Purchased Books an “Assignment and Records; (m) written resignations, effective as Assumption of the Closing Date, of the officers and managers of Mavrix, Canton Renewables and XXXX Xxxxxx, and of Seller’s designees to the boards of directors of Eagle Point and Oklahoma; (n) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of managers of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (o) a good standing certificate (or its equivalent) for Seller, Mavrix, Canton Renewables, XXXX Xxxxxx, Eagle Point and Oklahoma, from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which each such entity is organized; (p) written evidence, in form satisfactory to Purchaser in its sole discretion, of the release in full of all Liens by Massachusetts Mutual Life Insurance Company related to the assets and properties of Mavrix; (q) copies of all third party consents and waivers set forth on Schedule 5.1(a)(i) and (ii); (r) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, duly executed by Eagle Point, the directors of Eagle Point, Aria and Seller (the “Eagle Point WaiverTimber Lease”); (s) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, iv. duly executed by Oklahomalimited or special warranty deeds (or their local equivalent), warranting only against Persons claiming by, through or under the Seller and subject only to the Permitted Exceptions, in each case substantially in the form of Exhibit B-1 (Alabama), Exhibit B-2 (Louisiana), Exhibit B-3 (Mississippi) and Exhibit B-4 (Tennessee), as applicable, and such other Conveyance Instruments as are reasonably necessary to vest in Buyer or the applicable Buyer Subsidiary title to the Timberlands, the directors of OklahomaNursery, Aria the Orchard and Seller the Waynesboro Office (collectively, the “Oklahoma WaiverDeeds”); (t) v. a certificate described xxxx of sale with respect to the Personal Property, substantially in Treasury Regulation Section 1.1445-2(b) certifying the form of Exhibit C; vi. 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; andCode and the Treasury Regulations thereunder; vii. intentionally deleted; viii. releases of all Monetary Liens (uother than the First Mortgage Loan and the Louisiana Pacific Mortgages) a Form W-9 and Voluntary Liens on the Property; ix. Seller shall use commercially reasonable efforts to (Request for Taxpayer Identification Number a) deliver the consent of Bel Mineral, Limited Liability Company and Certification)Quatre Mineral, duly executed by Seller. AdditionallyLimited Liability Company to the assignment of the Bel/Quatre Mineral Agreement from Seller to Buyer (and if such consent is obtained, the Bel/Quatre Mineral Agreement shall become an Assumed Contract at Closing) and (b) deliver estoppel certificates from the lessor under the Timber Lease, Louisiana Pacific under the Louisiana Pacific Agreements, and Bel Mineral, Limited Liability Company and Quatre Mineral, Limited Liability Company under the Bel/Quatre Mineral Agreement in the form of Exhibit E-1 to E-3 hereto (or, if Seller is unable to deliver such estoppel certificates at the Closing, Seller shall pay deliver to Buyer estoppel certificates executed solely by Seller with respect to the amount Timber Lease, the Louisiana Pacific Agreements and, if consent is obtained to the assignment of $2,156,073 the Bel/Quatre Mineral Agreement, the Bel/Quatre Mineral Agreement, in the form of Exhibit E-1 to E-3 hereto (as revised to reflect Seller's execution of the “Seller Closing Cash Distribution”same)) by wire transfer and any such estoppel certificates shall constitute Ancillary Agreements; x. delivery of possession of the Property at the Closing, subject to Seller Parentthe Permitted Exceptions and, in the case of the Personal Property, Permitted Encumbrances; and xi. such assignments, bills of sale, certificates of title and other instruments of assignment and conveyance, all in form reasonably satisfactory to Buyer, as are necessary to convey fully and effectively to Buyer the Property in accordance with the terms hereof.

Closing Deliveries by Seller. At the Closing, Seller will deliver, or shall cause to be delivered, delivered to PurchaserBuyer: (a) an Assignment and a duly executed Xxxx of Sale Sale, assignment and general conveyance, in substantially the form attached hereto as Exhibit B (A, dated the “Xxxx Closing Date, with respect to the Acquired Assets, and such other instruments of Sale”), duly executed by Sellerassignment and transfer with respect to the Acquired Assets as Buyer may reasonably request and/or as may reasonably be necessary to vest in Buyer valid and enforceable title to all of the Acquired Assets; (b) an a duly executed Assignment and Assumption Agreement Agreement, in substantially the form attached hereto as Exhibit C (E, dated the “Assignment and Assumption Agreement”)Closing Date, duly executed by Sellerpursuant to which Seller shall assign the Assumed Liabilities; (c) such duly executed documents and instruments of ownership transfer and assignment as Buyer shall request and provide to Seller (the “National Assignment Documents”), substantially in the form reasonably acceptable to Buyer, requesting the commissioners of the United States Patent and Trademark Office, the European Patent Office and the other national patent offices wherein the Intellectual Property was issued or is pending (a Transition Services Agreement “National Patent Authority”), to transfer ownership and issue the same to Buyer, it successors, legal representatives and assigns, in accordance with the terms of the applicable National Assignment Document. (d) a duly executed Trademark Assignment, in substantially the form attached hereto as Exhibit D C, dated as of the Closing Date. (the “Transition Services Agreement”), e) a duly executed by Seller; (d) an Amended and Restated Biogas Supply Agreement Domain Name Assignment, in substantially the form attached hereto as Exhibit E B, dated the Closing Date. (f) a certificate contemplated by Section 9.9 hereof; A-9 (g) true and complete copies, certified by a duly authorized officer of Seller, of the “Supply resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement”), duly executed the Transaction Documents and all other documents to be delivered hereunder or thereunder and the consummation of the transactions contemplated by Sellerthis Agreement; (eh) an assignment the executed Transaction Documents; (i) the executed Required Consents; and (i) the legal opinion of Seller’s counsel contemplated by Section 9.13 hereof, addressed to Buyer and dated as of the Mavrix Interests to Purchaser Closing Date, substantially in substantially the form attached hereto as Exhibit F, duly executed by Seller; (f) an assignment of the Eagle Point Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (g) an assignment of the Oklahoma Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (h) a Debt Cancellation Agreement in substantially the form attached hereto as Exhibit G (the “Debt Cancellation Agreement”), duly executed by Seller whereby all intercompany indebtedness of Seller, Mavrix, Canton Renewables and XXXX Xxxxxx to Seller’s parent entities is extinguished; (i) an Operating and Administration Agreement in substantially the form attached hereto as Exhibit H (the “O&A Agreement”), duly executed by Seller;; and (j) to the extent obtained by Seller prior to Closing pursuant to the first sentence of Section 1.7(b), Third Party Supply Contract Assignments in substantially the form attached hereto such other documents or instruments as Exhibit I (the “Third Party Supply Contract Assignments”), duly executed by Seller and each applicable counterparty; (k) a certificate of an authorized officer of Seller, dated as of the Closing Date, certifying on Seller’s behalf the fulfillment of the conditions set forth in Section 5.2(a) and Section 5.2(b); (l) the Purchased Books and Records; (m) written resignations, effective as of the Closing Date, of the officers and managers of Mavrix, Canton Renewables and XXXX Xxxxxx, and of Seller’s designees to the boards of directors of Eagle Point and Oklahoma; (n) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of managers of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (o) a good standing certificate (or its equivalent) for Seller, Mavrix, Canton Renewables, XXXX Xxxxxx, Eagle Point and Oklahoma, from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which each such entity is organized; (p) written evidence, in form satisfactory to Purchaser in its sole discretion, of the release in full of all Liens by Massachusetts Mutual Life Insurance Company related to the assets and properties of Mavrix; (q) copies of all third party consents and waivers set forth on Schedule 5.1(a)(i) and (ii); (r) a Waiver and Consent Regarding Membership Interest Transfer in form and substance Buyer may reasonably acceptable to Purchaser, duly executed by Eagle Point, the directors of Eagle Point, Aria and Seller (the “Eagle Point Waiver”); (s) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, duly executed by Oklahoma, the directors of Oklahoma, Aria and Seller (the “Oklahoma Waiver”); (t) a certificate described in Treasury Regulation Section 1.1445-2(b) certifying that Seller is not a “foreign person” for purposes of Section 1445 of the Code; and (u) a Form W-9 (Request for Taxpayer Identification Number and Certification), duly executed by Seller. Additionally, at Closing, Seller shall pay the amount of $2,156,073 (the “Seller Closing Cash Distribution”) by wire transfer to Seller Parentrequest.

Closing Deliveries by Seller. At the Closing, Seller will deliverdeliver to ---------------------------- Buyer the various certificates, or cause to be deliveredinstruments, to Purchaserdocuments and agreements set forth in subsections 2.10(a)-(p) below: (a) an Assignment One or more Deeds for the Real Property and Xxxx of Sale Improvements, substantially in substantially the form attached hereto as of Exhibit B (to the “Xxxx Agreement, modified as necessary --------- to reflect any easements to be retained by Seller in the Real Property arising from the Facilities of Sale”)Seller remaining on the Real Property to be conveyed to Buyer, without covenants or warranties of title, duly executed and acknowledged by SellerSeller and in recordable form; (b) an Assignment and Assumption Agreement The Xxxx of Sale, substantially in substantially the form attached hereto as of Exhibit C (to the “Assignment and Assumption --------- Agreement”), for the tangible personal property included in the Assets, duly executed by the Seller; (c) a Transition Services Agreement The Assignment and Assumption Agreement, substantially in substantially the form attached hereto as of Exhibit D to the Agreement, for the transfer to the Buyer of the --------- intangible Assets, duly executed by the Seller, and if necessary or desirable, in recordable form; (d) The Cross Easement Agreement, substantially in the “Transition Services form of Exhibit E to the Agreement”), duly executed and acknowledged by the Seller and --------- in recordable form; (e) The Interconnection and Operation Agreement, substantially in the form of Exhibit F to the Agreement duly executed by the Seller; --------- (f) The Asset Demarcation Agreement, substantially in the form of Exhibit I to the Agreement, setting forth the agreed upon ownership --------- demarcation points as described on Exhibit A thereto, duly executed by Seller;. (dg) an Amended and Restated Biogas Supply Agreement The Services Agreement, substantially in substantially the form attached hereto as of Exhibit E (J --------- to the “Supply Agreement”), Agreement duly executed by Seller; (e) an assignment of the Mavrix Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (f) an assignment of the Eagle Point Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (g) an assignment of the Oklahoma Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (h) a Debt Cancellation Agreement in substantially the form attached hereto as Exhibit G (the “Debt Cancellation Agreement”), duly executed by Seller whereby all intercompany indebtedness of Seller, Mavrix, Canton Renewables and XXXX Xxxxxx to Seller’s parent entities is extinguished; (i) an Operating and Administration Agreement in substantially the form attached hereto as Exhibit H (the “O&A Agreement”), duly executed by Seller; (j) to the extent obtained by Seller prior to Closing pursuant to the first sentence of Section 1.7(b), Third Party Supply Contract Assignments in substantially the form attached hereto as Exhibit I (the “Third Party Supply Contract Assignments”), duly executed by Seller and each applicable counterparty; (k) a certificate of an authorized officer of Seller, dated as of the Closing Date, certifying on Seller’s behalf the fulfillment of the conditions set forth in Section 5.2(a) and Section 5.2(b); (l) the Purchased Books and Records; (m) written resignations, effective as of the Closing Date, of the officers and managers of Mavrix, Canton Renewables and XXXX Xxxxxx, and of Seller’s designees to the boards of directors of Eagle Point and Oklahoma; (n) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of managers of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (o) a good standing certificate (or its equivalent) for Seller, Mavrix, Canton Renewables, XXXX Xxxxxx, Eagle Point and Oklahoma, from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which each such entity is organized; (p) written evidence, in form satisfactory to Purchaser in its sole discretion, of the release in full of all Liens by Massachusetts Mutual Life Insurance Company related to the assets and properties of Mavrix; (q) copies of all third party consents and waivers set forth on Schedule 5.1(a)(i) and (ii); (r) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, duly executed by Eagle Point, the directors of Eagle Point, Aria and Seller (the “Eagle Point Waiver”); (s) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, duly executed by Oklahoma, the directors of Oklahoma, Aria and Seller (the “Oklahoma Waiver”); (t) a certificate described in Treasury Regulation Section 1.1445-2(b) certifying that Seller is not a “foreign person” for purposes of Section 1445 of the Code; and (u) a Form W-9 (Request for Taxpayer Identification Number and Certification), duly executed by Seller. Additionally, at Closing, Seller shall pay the amount of $2,156,073 (the “Seller Closing Cash Distribution”) by wire transfer to Seller Parent.

Closing Deliveries by Seller. At or prior to the Closing, Seller will deliver, or cause to be delivered, shall deliver to Purchaser: (a) an Assignment and Xxxx a xxxx of Sale sale substantially in substantially the form attached hereto as of Exhibit B A (the “Xxxx of Sale”), ) duly executed by Seller; (b) an Assignment assignment and Assumption Agreement assumption agreement substantially in substantially the form attached hereto as of Exhibit C B (the “Assignment and Assumption Agreement”), ) duly executed by Seller; (c) a Transition Services Agreement in substantially copy of the form attached hereto as Exhibit D (the “Transition Services Agreement”), duly executed by SellerSale Order; (d) an Amended copies of all instruments, certificates, documents and Restated Biogas Supply Agreement other filings (if applicable) necessary to release the Purchased Assets from all Encumbrances other than Permitted Encumbrances, including any applicable UCC termination statements, all in substantially the a form attached hereto as Exhibit E (the “Supply Agreement”), duly executed by Sellerreasonably satisfactory to Purchaser; (e) an any applicable waivers, consents and approvals necessary under the Contracts described in Section 9.3(h) to effect the assumption and assignment of the Mavrix Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Sellerthereof; (f) an assignment of the Eagle Point Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (g) an assignment of the Oklahoma Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (h) a Debt Cancellation Agreement in substantially the form attached hereto as Exhibit G (the “Debt Cancellation Agreement”), duly executed by Seller whereby all intercompany indebtedness of Seller, Mavrix, Canton Renewables and XXXX Xxxxxx to Sellerofficer’s parent entities is extinguished; (i) an Operating and Administration Agreement in substantially the form attached hereto as Exhibit H (the “O&A Agreement”), duly executed by Seller; (j) to the extent obtained by Seller prior to Closing pursuant to the first sentence of Section 1.7(b), Third Party Supply Contract Assignments in substantially the form attached hereto as Exhibit I (the “Third Party Supply Contract Assignments”), duly executed by Seller and each applicable counterparty; (k) a certificate of an authorized officer of Sellercertificate, dated as of the Closing Date, executed by a duly authorized officer of Seller certifying on Seller’s behalf the fulfillment of that the conditions set forth in Section 5.2(a9.3(b) and Section 5.2(b)9.3(c) have been satisfied; (lg) the Purchased Books and Records; (m) written resignations, effective as a copy of the Closing Date, of the officers and managers of Mavrix, Canton Renewables and XXXX Xxxxxx, and of Seller’s designees to the boards of directors of Eagle Point and Oklahoma; (n) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of managers directors of Seller authorizing evidencing the execution, authorization of the execution and delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and therebyhereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebycertified by an authorized officer of Seller; (oh) a good standing certificate (or its equivalent) for Seller, Mavrix, Canton Renewables, XXXX Xxxxxx, Eagle Point an instrument of assignment and Oklahoma, from the secretary of state or similar Governmental Authority assumption of the jurisdiction under the Laws in which each such entity is organized; (p) written evidence, in form satisfactory to Purchaser in its sole discretion, of the release in full of all Liens by Massachusetts Mutual Life Insurance Company Leases related to the assets and properties Assumed U.S. Leased Real Property substantially in the form of Mavrix; (q) copies of all third party consents and waivers set forth on Schedule 5.1(a)(i) and (ii); (r) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, duly executed by Eagle Point, the directors of Eagle Point, Aria and Seller Exhibit C (the “Eagle Point WaiverAssignment and Assumption of U.S. Leases”); (s) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, duly executed by Oklahoma, the directors of Oklahoma, Aria and Seller (the “Oklahoma Waiver”); (t) a certificate described in Treasury Regulation Section 1.1445-2(b) certifying that Seller is not a “foreign person” for purposes of Section 1445 of the Code; and (u) a Form W-9 (Request for Taxpayer Identification Number and Certification), duly executed by Seller. Additionally, at Closingin form for recordation with the appropriate public land records, Seller shall pay if necessary; (i) [reserved]; (j) an Intellectual Property Assignment and Assumption Agreement substantially in the amount form of $2,156,073 Exhibit D (the “IP Assignment and Assumption Agreement”), executed accordingly by Seller; (k) possession of the Purchased Assets and the Business; (l) a duly executed certificate of Seller, in the form prescribed under Treasury Regulation Section 1.1445-2(b)(2)(iv) and substantially in the form of Exhibit E. Notwithstanding anything to the contrary contained herein, if Seller fails to provide such a certificate, Purchaser shall proceed with the Closing Cash Distribution”) by wire transfer and shall be entitled to withhold from the consideration payable pursuant to this Agreement to Seller Parentthe requisite amounts in accordance with Section 1445 of the Code; (m) such other bills of sale, deeds, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form reasonably satisfactory to Purchaser, as Purchaser may reasonably request to vest in Purchaser all of Seller’s right, title and interest of Seller in, to or under any or all the Purchased Assets; and (n) such other documents as Purchaser may reasonably request that are not inconsistent with the terms of this Agreement and customary for a transaction of this nature and necessary to evidence or consummate the transactions contemplated by this Agreement.

Closing Deliveries by Seller. At the Closing, Seller will deliver, or cause to be delivered, the following to PurchaserBuyer: (a) an Assignment All Ancillary Agreements duly executed by Seller, as applicable; (b) Copies of Seller’s Required Regulatory Approvals; (c) Recorded memorandum of Seller’s Right of First Refusal; (d) Copies, certified by the Secretary or any Assistant Secretary of Seller, of corporate resolutions authorizing the execution and Xxxx delivery of Sale this Agreement and all of the agreements and instruments to be executed and delivered by Seller in substantially connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of status with respect to Seller, issued by the Department of Financial Institutions of the State of Wisconsin; (f) The assets of the Qualified Decommissioning Fund to be transferred pursuant to Section 5.10 shall be delivered to the Trustee of the Post-Closing Decommissioning Trust Agreement; (g) Seller’s certificate in the form attached of Exhibit J hereto as Exhibit B satisfying the requirements of the Foreign Investment and Real Property Tax Act of 1980 (the “Xxxx of SaleFIRPTA Certificate”); (h) Such affidavits, releases, certificates or other evidence reasonably required pursuant to the Title Commitment including a Seller’s Affidavit required by the title company to delete the “gap” and “standard” exceptions set forth in the Title Commitment; (i) A title policy issued by Chicago Title Insurance Company of New York insuring Buyer’s interest in the Real Property and the ATC Easement in the amount of the Purchase Price subject only to the Permitted Encumbrances; (j) The Wisconsin Real Estate Transfer Return duly executed by Seller; (b) an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by Seller; (c) a Transition Services Agreement in substantially the form attached hereto as Exhibit D (the “Transition Services Agreement”), duly executed by Seller; (d) an Amended and Restated Biogas Supply Agreement in substantially the form attached hereto as Exhibit E (the “Supply Agreement”), duly executed by Seller; (e) an assignment of the Mavrix Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (f) an assignment of the Eagle Point Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (g) an assignment of the Oklahoma Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (h) a Debt Cancellation Agreement in substantially the form attached hereto as Exhibit G (the “Debt Cancellation Agreement”), duly executed by Seller whereby all intercompany indebtedness of Seller, Mavrix, Canton Renewables and XXXX Xxxxxx to Seller’s parent entities is extinguished; (i) an Operating and Administration Agreement in substantially the form attached hereto as Exhibit H (the “O&A Agreement”), duly executed by Seller; (j) to the extent obtained by Seller prior to Closing pursuant to the first sentence of Section 1.7(b), Third Party Supply Contract Assignments in substantially the form attached hereto as Exhibit I (the “Third Party Supply Contract Assignments”), duly executed by Seller and each applicable counterparty; (k) a certificate of an authorized officer of SellerA schedule setting forth Nuclear Material, dated Nuclear Fuel Inventories and Non-Nuclear Fuel Inventories as of the Closing Date, certifying on Seller’s behalf the fulfillment of the conditions set forth in Section 5.2(a) and Section 5.2(b);; and (l) A schedule setting forth the Purchased Books and Records; (m) written resignations, effective Low Level Waste at the Facilities as of the Closing Date, of the officers and managers of Mavrix, Canton Renewables and XXXX Xxxxxx, and of Seller’s designees to the boards of directors of Eagle Point and Oklahoma; (n) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of managers of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (o) a good standing certificate (or its equivalent) for Seller, Mavrix, Canton Renewables, XXXX Xxxxxx, Eagle Point and Oklahoma, from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which each such entity is organized; (p) written evidence, in form satisfactory to Purchaser in its sole discretion, of the release in full of all Liens by Massachusetts Mutual Life Insurance Company related to the assets and properties of Mavrix; (q) copies of all third party consents and waivers set forth on Schedule 5.1(a)(i) and (ii); (r) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, duly executed by Eagle Point, the directors of Eagle Point, Aria and Seller (the “Eagle Point Waiver”); (s) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, duly executed by Oklahoma, the directors of Oklahoma, Aria and Seller (the “Oklahoma Waiver”); (t) a certificate described in Treasury Regulation Section 1.1445-2(b) certifying that Seller is not a “foreign person” for purposes of Section 1445 of the Code; and (u) a Form W-9 (Request for Taxpayer Identification Number and Certification), duly executed by Seller. Additionally, at Closing, Seller shall pay the amount of $2,156,073 (the “Seller Closing Cash Distribution”) by wire transfer to Seller Parent.

Closing Deliveries by Seller. At the Closing, Seller will deliver, shall deliver or cause to be delivereddelivered to Buyer, to Purchaser:all duly and properly executed (where applicable): (a) an Assignment For each parcel of Owned Real Property, a Deed from the Seller conveying to Buyer indefeasible, fee simple title to such parcel subject only to the Permitted Encumbrances, in form and substance reasonably satisfactory to Buyer; (b) A Xxxx of Sale from Seller to Buyer in substantially the form attached hereto as Exhibit B agreed by Buyer and Seller (the “Xxxx of Sale”); (c) Affidavit of Non-Foreign Status from Seller to Buyer, duly executed in the form agreed by Buyer and Seller; (bd) For each parcel of Owned Real Property, an owner’s affidavit from the Seller, and any other documents reasonably required by the Title Company or as otherwise specified in the Title Commitments in order for the Title Company to delete the Title Requirements (excluding any Title Requirements that are (i) an obligation of Buyer or (ii) Assumed Liabilities) in order to issue the corresponding Title Policies, which Title Commitments have been reviewed, approved and accepted in full by Buyer on or prior to the date hereof; (e) Assignment and Assumption Agreement assumption agreements executed by Seller or the applicable Seller Affiliate thereof, in substantially the form attached hereto as Exhibit C agreed by Buyer and Seller, for all of the Assumed Contracts (the “Assignment and Assumption Agreement”), duly executed by Seller; (cf) a Transition Services Agreement A letter from Seller’s (or its Affiliate’s or Affiliates’) lenders confirming that all Blanket Liens on the Assets will be released concurrently with the Closing and that evidence thereof shall be delivered within 60 days following the Closing Date and evidence reasonably satisfactory to Buyer of satisfaction of all Encumbrances encumbering the Assets other than Permitted Encumbrances; (g) A transition services agreement, in substantially the form attached hereto as Exhibit D agreed by Buyer and Seller (the “Transition Services Agreement”), duly executed by Seller; (d) an Amended and Restated Biogas Supply Agreement in substantially the form attached hereto as Exhibit E (the “Supply Agreement”), duly executed by Seller; (e) an assignment of the Mavrix Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (f) an assignment of the Eagle Point Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (g) an assignment of the Oklahoma Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (h) a Debt Cancellation Agreement A national account subcontract, in substantially the form attached hereto as Exhibit G (the “Debt Cancellation Agreement”), duly executed agreed by Seller whereby all intercompany indebtedness of Seller, Mavrix, Canton Renewables and XXXX Xxxxxx to Seller’s parent entities is extinguished; (i) an Operating and Administration Agreement in substantially the form attached hereto as Exhibit H (the “O&A Agreement”), duly executed by Seller; (j) to the extent obtained by Seller prior to Closing pursuant to the first sentence of Section 1.7(b), Third Party Supply Contract Assignments in substantially the form attached hereto as Exhibit I (the “Third Party Supply Contract Assignments”), duly executed by Seller and each applicable counterparty; (k) a certificate of an authorized officer of Seller, dated as of the Closing Date, certifying on Seller’s behalf the fulfillment of the conditions set forth in Section 5.2(a) and Section 5.2(b); (l) the Purchased Books and Records; (m) written resignations, effective as of the Closing Date, of the officers and managers of Mavrix, Canton Renewables and XXXX Xxxxxx, and of Seller’s designees to the boards of directors of Eagle Point and Oklahoma; (n) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of managers of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (o) a good standing certificate (or its equivalent) for Seller, Mavrix, Canton Renewables, XXXX Xxxxxx, Eagle Point and Oklahoma, from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which each such entity is organized; (p) written evidence, in form satisfactory to Purchaser in its sole discretion, of the release in full of all Liens by Massachusetts Mutual Life Insurance Company related to the assets and properties of Mavrix; (q) copies of all third party consents and waivers set forth on Schedule 5.1(a)(i) and (ii); (r) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, duly executed by Eagle Point, the directors of Eagle Point, Aria Buyer and Seller (the “Eagle Point WaiverNational Account Subcontract”); (s) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, duly executed by Oklahoma, the directors of Oklahoma, Aria and Seller (the “Oklahoma Waiver”); (t) a certificate described in Treasury Regulation Section 1.1445-2(b) certifying that Seller is not a “foreign person” for purposes of Section 1445 of the Code; and (ui) a Form W-9 (Request for Taxpayer Identification Number Such other separate documents or instruments of sale, assignment or transfer as Buyer and Certification), duly executed by Seller. Additionally, at Closing, Seller shall pay the amount of $2,156,073 (the “Seller Closing Cash Distribution”) by wire transfer to Seller Parentmutually agree upon.

Closing Deliveries by Seller. At the Closing, Seller will deliver, shall deliver (or cause to be delivered) the following documents to Buyer, to Purchaserduly executed by Seller, as applicable: (a) an Assignment a xxxx of sale and Xxxx of Sale assignment with respect to the Purchased Assets, substantially in substantially the form attached hereto as Exhibit B A (the “Xxxx of Sale”), duly executed by Seller; (b) an Assignment assignment and Assumption Agreement assumption agreement in substantially the form attached hereto as Exhibit C B hereto (the “Assignment and Assumption Agreement”)) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (c) with respect to the Lease, an Assignment and Assumption of Lease in the form attached hereto as Exhibit C hereto (the “Assignment and Assumption of Lease”) and duly executed by Seller; (cd) a Transition Services Registration Rights Agreement with respect to the Shares in substantially the form attached hereto as Exhibit D (the “Registration Rights Agreement”) duly executed by Xxx Xxxxxxxxx on behalf of the Holders; (e) non-competition agreements, executed by Xxxxxx Xxxxxxxxx, by Xxxx Xxxx XxXxxx and by Xxxx Xxxxxxx, respectively, each in the form attached hereto as Exhibit E; (f) a Transition Services Agreement in the form attached hereto as Exhibit F (the “Transition Services Agreement”), ) duly executed by SellerSeller and Xxxxxx Xxxxxxxxx; (dg) an Amended a duly executed certificate of non-foreign status from Seller that meets the requirements of Treasury Regulations Section 1.1445-2(b) and Restated Biogas Supply Agreement is in a form reasonably satisfactory to Buyer; (h) a written opinion of counsel for Seller, dated the date hereof, in substantially the form attached hereto as Exhibit E G; (i) an officer’s certificate of Seller certifying as to the “Supply Agreement”), duly executed resolutions adopted by Seller authorizing the Transactions and certifying the authorization of the officers executing documents in connection with the Transactions; (j) a certificate of Xxxxxx Xxxxxxxxx certifying as to the approval of the Transactions by all of the members of Seller; (ek) an assignment a guarantee of Xxxxxx Xxxxxxxxx of the Mavrix Interests to Purchaser obligations of Seller under this Agreement dated the date hereof, in substantially the form attached hereto as Exhibit F, duly executed by Seller; (f) an assignment of the Eagle Point Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (g) an assignment of the Oklahoma Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (h) a Debt Cancellation Agreement in substantially the form attached hereto as Exhibit G (the “Debt Cancellation Agreement”), duly executed by Seller whereby all intercompany indebtedness of Seller, Mavrix, Canton Renewables and XXXX Xxxxxx to Seller’s parent entities is extinguished; (i) an Operating and Administration Agreement in substantially the form attached hereto as Exhibit H (the “O&A Agreement”), duly executed by Seller; (j) to the extent obtained by Seller prior to Closing pursuant to the first sentence of Section 1.7(b), Third Party Supply Contract Assignments in substantially the form attached hereto as Exhibit I (the “Third Party Supply Contract Assignments”), duly executed by Seller and each applicable counterparty; (k) a certificate of an authorized officer of Seller, dated as of the Closing Date, certifying on Seller’s behalf the fulfillment of the conditions set forth in Section 5.2(a) and Section 5.2(b)H; (l) the Purchased Books such other documents, instruments and Records; (m) written resignations, effective certificates as of the Closing Date, of the officers and managers of Mavrix, Canton Renewables and XXXX Xxxxxx, and of Seller’s designees to the boards of directors of Eagle Point and Oklahoma; (n) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of managers of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (o) a good standing certificate (or its equivalent) for Seller, Mavrix, Canton Renewables, XXXX Xxxxxx, Eagle Point and Oklahoma, from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which each such entity is organized; (p) written evidence, in form satisfactory to Purchaser in its sole discretion, of the release in full of all Liens by Massachusetts Mutual Life Insurance Company related to the assets and properties of Mavrix; (q) copies of all third party consents and waivers set forth on Schedule 5.1(a)(i) and (ii); (r) a Waiver and Consent Regarding Membership Interest Transfer in form and substance Buyer may reasonably acceptable to Purchaser, duly executed by Eagle Point, the directors of Eagle Point, Aria and Seller (the “Eagle Point Waiver”); (s) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, duly executed by Oklahoma, the directors of Oklahoma, Aria and Seller (the “Oklahoma Waiver”); (t) a certificate described in Treasury Regulation Section 1.1445-2(b) certifying that Seller is not a “foreign person” for purposes of Section 1445 of the Code; and (u) a Form W-9 (Request for Taxpayer Identification Number and Certification), duly executed by Seller. Additionally, at Closing, Seller shall pay the amount of $2,156,073 (the “Seller Closing Cash Distribution”) by wire transfer to Seller Parentrequest.

Closing Deliveries by Seller. At Seller shall deliver the following items to Purchaser at the Closing, Seller will deliver, or cause to be delivered, to Purchaser: (a) an Assignment and Xxxx of Sale in substantially the form attached hereto as Exhibit B (the “Xxxx of Sale”), duly executed by Seller; (b) an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by Seller; (c) a Transition Services Agreement in substantially the form attached hereto as Exhibit D (the “Transition Services Agreement”), duly executed by Seller; (d) an Amended and Restated Biogas Supply Agreement in substantially the form attached hereto as Exhibit E (the “Supply Agreement”), duly executed by Seller; (e) an assignment of the Mavrix Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (f) an assignment of the Eagle Point Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (g) an assignment of the Oklahoma Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller; (h) a Debt Cancellation Agreement in substantially the form attached hereto as Exhibit G (the “Debt Cancellation Agreement”), duly executed by Seller whereby all intercompany indebtedness of Seller, Mavrix, Canton Renewables and XXXX Xxxxxx to Seller’s parent entities is extinguished; (i) a certificate from an Operating and Administration Agreement in substantially the form attached hereto as Exhibit H (the “O&A Agreement”), duly executed by Seller; (j) officer of Seller attesting to the extent obtained by Seller prior to Closing pursuant to the first sentence of Section 1.7(b), Third Party Supply Contract Assignments in substantially the form attached hereto as Exhibit I (the “Third Party Supply Contract Assignments”), duly executed by Seller and each applicable counterparty; (k) a certificate of an authorized officer of Seller, dated as of the Closing Date, certifying on Seller’s behalf the fulfillment of the conditions matters set forth in Section 5.2(aSections 9.2(b) and Section 5.2(b9.2(c); (lii) the Purchased Books and Records; (m) written resignations, effective as duly executed counterparts of the Closing Date, of the officers assignment and managers of Mavrix, Canton Renewables assumption agreements under which Seller assigns and XXXX Xxxxxx, and Purchaser assumes all of Seller’s designees right, title and interest in and to the boards of directors of Eagle Point and Oklahoma; (n) a certificate of Personal Property Leases, the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by Assumed Contracts, the board of managers of Seller authorizing the execution, delivery and performance of this Agreement Licenses and the other Transaction Agreements and Assumed Condemnations, substantially in the consummation form of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (o) a good standing certificate (or its equivalent) for Seller, Mavrix, Canton Renewables, XXXX Xxxxxx, Eagle Point and Oklahoma, from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which each such entity is organized; (p) written evidence, in form satisfactory to Purchaser in its sole discretion, of the release in full of all Liens by Massachusetts Mutual Life Insurance Company related to the assets and properties of Mavrix; (q) copies of all third party consents and waivers set forth on Schedule 5.1(a)(i) and (ii); (r) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, duly executed by Eagle Point, the directors of Eagle Point, Aria and Seller Exhibit C-1 (the “Eagle Point WaiverGeneral Assignment and Assumption”); (siii) a Waiver and Consent Regarding Membership Interest Transfer in form and substance reasonably acceptable to Purchaser, duly executed by Oklahomacounterparts of assignment and assumption agreements under which Seller assigns and Purchaser assumes all of Seller’s right, title and interest in and to the directors Real Property Leases in each case substantially in the form of OklahomaExhibit C-2 (each, Aria an “Assignment and Seller (the “Oklahoma WaiverAssumption of Real Property Leases”); (tiv) duly executed limited or special warranty deeds (or their local equivalent), warranting only against Persons claiming by, through or under Seller and subject only to the Permitted Exceptions, in each case substantially in the form of Exhibit D-1 (Alabama) or Exhibit D-2 (Georgia), as applicable, and such other Conveyance Instruments as are reasonably necessary to vest in Purchaser title to the Timberlands and the Purchaser Easements in respect thereof, excluding the Reserved Mineral Interests and Rights in respect thereof (collectively, the “Deeds”); (v) a certificate described xxxx of sale with respect to the Personal Property, substantially in Treasury Regulation Section 1.1445-2(bthe form of Exhibit E; (vi) certifying an affidavit stating the taxpayer identification number of Seller and that Seller is not a “foreign person” for purposes of Section 1445 of the CodeCode and the Treasury Regulations thereunder; (vii) such title affidavits as are reasonably requested by the Title Company, substantially in the form of Exhibit F; (viii) an affidavit of Georgia residence with respect to Seller, as required by O.C.G.A. § 48-7-128; (ix) releases of all Monetary Liens on the Property; (x) Letter of Reliance by SLR Corporation in favor of Purchaser, in the form of Exhibit I hereto (the “Letter of Reliance”); (xi) one or more easements substantially in the form of Exhibit H hereto, to the extent necessary to evidence the right of Purchaser, or such other Persons as shall be designated by Purchaser, to use the Purchaser Easements; (xii) a guaranty executed by Seller’s parent, Forestar Group Inc., a Delaware corporation, in the form of Exhibit J hereto (the “Forestar Guaranty”); (xiii) delivery of possession of the Property at the Closing, subject to the Permitted Exceptions; (xiv) releases of the Property (collectively, the “Timber Releases”) from all timber harvesting and supply agreements between Seller and TIN Inc.; and (ii) that certain Per Unit Timber Contract dated as of August 25, 2008, between Canal Wood LLC and Seller; and (uxv) a Form W-9 (Request for Taxpayer Identification Number such assignments, bills of sale, certificates of title and Certification)other instruments of assignment and conveyance, duly executed by Seller. Additionallyall in form reasonably satisfactory to Purchaser, at Closing, Seller shall pay as are necessary to convey fully and effectively to Purchaser the amount of $2,156,073 (Property in accordance with the “Seller Closing Cash Distribution”) by wire transfer to Seller Parentterms hereof.