Common use of Closing Deliveries by the Seller Clause in Contracts

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) the bring-down certificates referred to in Sections 3.5(a) and 3.5(b); (b) a certificate signed by a senior officer of the Seller certifying (i) the articles and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signatures; (c) a certificate of status (or equivalent) for the Seller issued within two (2) days prior to the Closing; (d) all deeds, assignments, bills of sale and other conveyancing documents required to be executed and delivered by Seller or a Subsidiary of the Seller to transfer the various categories of Purchased Assets described in Section 2.1 and for the Purchaser to assume the Assumed Liabilities; (e) a duly executed signature page to the Escrow Agreement; (f) a duly executed signature page to the Non-Compete Agreement; (g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name of the Seller in order to register the Purchaser as the holder of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSC; (h) a duly executed signature page to the Transition Services Agreement; (i) evidence of receipt of the Required Consents; (j) possession of the Purchased Assets; (k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 of the Code; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and (n) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of the Closing Date as are expressly required under the terms of this Agreement.

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) one or more stock certificates evidencing the bring-down certificates referred Shares, in substantially the form provided in Exhibit A hereto, registered in the name of the Purchaser or a nominee of the Purchaser that is an entity owned or controlled by the Purchaser as designated in an instruction to in Sections 3.5(a) and 3.5(b)the Seller provided not less than two days prior to the Closing Date; (b) a certificate signed the Warrant Agreements executed by a senior officer Seller evidencing the Warrants, in substantially the form of the Seller certifying (i) the articles Exhibits B-I, B-II and byB-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signaturesIII hereto; (c) a certificate of status (or equivalent) for Registration Rights Agreement executed by the Seller issued within two (2) days prior to in substantially the Closingform of Exhibit C hereto; (d) all deeds, assignments, bills of sale and other conveyancing documents required to be a Management Expense Reimbursement Agreement executed and delivered by Seller or a Subsidiary of the Seller to transfer in substantially the various categories form of Purchased Assets described in Section 2.1 and for the Purchaser to assume the Assumed LiabilitiesExhibit D hereto; (e) a duly Manufacturing and Sales Agreement executed signature page to by the Escrow AgreementSeller in substantially the form of Exhibit E hereto; (f) a duly executed signature page to receipt for the Non-Compete AgreementClosing Date Payment and Closing Date Note; (g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name evidence of the Seller in order to register the Purchaser as the holder filing of the CCSC Shares on Certificate of Designation of Series A Convertible Preferred Stock with the shareholders book (kabunushi-meibo) Secretary of CCSC, a copy State of the minutes State of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSCDelaware; (h) a duly executed signature page to true and complete copy, certified by the Transition Services AgreementSecretary of the Seller, of the resolutions adopted by the Board of Directors of the Seller evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated by this Agreement and thereby; (i) evidence of receipt a certificate of the Required ConsentsSecretary of the Seller certifying the names and signatures of the officers of the Seller authorized to sign this Agreement and the Ancillary Agreements and the other documents to be delivered hereunder and thereunder; (j) possession a copy of (i) the Certificates of Incorporation, as amended (or similar organizational documents), of the Purchased AssetsSeller and of each Subsidiary, certified by the Secretary of State of the jurisdiction in which each such entity is incorporated or organized, as of a date not earlier than 15 Business Days prior to the Closing Date and accompanied by a certificate of the Secretary of each such entity, dated as of the Closing Date, stating that no amendments have been made to such Certificate of Incorporation (or similar organizational documents) since such date, and (ii) the By-laws (or similar organizational documents) of the Seller and of each Subsidiary, certified by the Secretary of each such entity; (k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that the Seller is not a foreign person within the meaning of (which complies with Section 1445 of the Code) of non-foreign status executed in accordance with the provisions of the Foreign Investment in Real Property Tax Act; (l) good standing certificates for the Seller and for each Subsidiary from the Secretary of State of the jurisdiction in which each such entity is incorporated or organized and from the Secretary of State in each other jurisdiction in which the properties owned or leased by any of the Seller or any Subsidiary, or the operation of its business in such jurisdiction, requires the Seller or any Subsidiary to qualify to do business as a properly executed IRS Form W-9 from Sellerforeign corporation, in each case dated as of a date not earlier than 15 Business Days prior to the Closing Date and accompanied by bring-down telegrams dated the Closing Date; (m) evidence reasonably satisfactory the Seller's notification pursuant to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and PennsylvaniaSection 5.04(a); and (n) such other stockholder approvals, Governmental Authority approvals, documents, instruments, the certificates and other documents dated as of the Closing Date as are expressly required under the terms of this Agreementto be delivered pursuant to Section 6.01.

Closing Deliveries by the Seller. At the Closing, Audiovox (as to items (e), (g) and (i)) or the Seller shall deliver or cause to be delivered to the Purchaser: (a) the bring-down certificates referred Assumption Agreement, the Xxxx of Sale, the Assignment of Intellectual Property, each Assignment of Lease, the Trademark License Agreement and such other instruments, in form and substance reasonably satisfactory to in Sections 3.5(athe Purchaser, as may be reasonably requested by the Purchaser to transfer the Purchased Assets to the Purchaser or evidence such transfer on the public records, which request shall be provided to the Seller at least five (5) and 3.5(b)days before the Closing; (b) a certificate signed by a senior officer executed counterparts of each Ancillary Agreement to which the Seller certifying (i) is a party other than the articles and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized Ancillary Agreements delivered pursuant to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signaturesSection 2.05(a); (c) a certificate of status (or equivalent) receipt for the Seller issued within two (2) days prior to Purchase Price less the ClosingEscrow Amount; (d) all deedsa true and complete copy, assignmentscertified by the Secretary or an Assistant Secretary of the Seller, bills of sale the resolutions duly and other conveyancing documents required to be executed and delivered validly adopted by Seller or a Subsidiary the Board of Directors of the Seller to transfer evidencing its authorization of the various categories execution and delivery of Purchased Assets described in Section 2.1 this Agreement and for the Purchaser to assume Ancillary Agreements and the Assumed Liabilitiesconsummation of the transactions contemplated hereby and thereby; (e) a true and complete copies, certified by the Secretary or an Assistant Secretary of Audiovox of the resolutions duly executed signature page to and validly adopted by the Escrow AgreementBoard of Directors of Audiovox, evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (f) a duly executed signature page certificate of the Secretary or an Assistant Secretary of the Seller certifying the names and signatures of the officers of the Seller authorized to sign this Agreement and the Non-Compete AgreementAncillary Agreements and the other documents to be delivered hereunder and thereunder; (g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name certificates of the Seller in order to register Secretary or an Assistant Secretary of Audiovox certifying the Purchaser as the holder names and signatures of the CCSC Shares on officers of Audiovox authorized to sign this Agreement and the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller other documents to the Purchaser duly certified by the representative director of CCSCbe delivered hereunder; (h) a certificate of a duly executed signature page authorized officer of the Seller certifying as to itself as to the Transition Services Agreementmatters set forth in Section 7.02(a); (i) evidence a certificate of receipt a duly authorized officer of Audiovox certifying as to itself as to the Required Consents;matters set forth in Section 7.02(a); and (j) possession of the Purchased Assets; (k) a certificate duly executed by Seller, of non-foreign status (in a form reasonably acceptable to Purchaser) pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 2(b)(2) of the Code; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and (n) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of the Closing Date as are expressly required under the terms of this AgreementRegulations.

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) the bring-down certificates referred Xxxx of Sale, the Deeds with all required documentary and Conveyance Tax stamps affixed and such other instruments, in form and substance satisfactory to in Sections 3.5(a) and 3.5(b)the Purchaser, as may be requested by the Purchaser to transfer the Purchased Assets to the Purchaser or evidence such transfer on the public records; (b) a certificate signed by a senior officer executed counterparts of the Seller certifying (i) the articles Assumption Agreement, each Assignment of Lease and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signatureseach Intellectual Property License Agreement; (c) a certificate executed counterparts of status (or equivalent) for each Ancillary Agreement to which the Seller issued within two is a party other than the Ancillary Agreements delivered pursuant to Section 2.05(a) and (2) days prior to the Closingb); (d) all deeds, assignments, bills affidavits of sale title and such other conveyancing documents affidavits as may be required to be executed and delivered by Seller or a Subsidiary the Title Company in connection with the conveyance of the Seller to transfer the various categories of Purchased Assets described in Section 2.1 and for the Purchaser to assume the Assumed LiabilitiesReal Property; (e) a duly executed signature page to receipt for the Escrow AgreementPurchase Price; (f) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Seller, of the resolutions duly executed signature page to and validly adopted by the Non-Compete AgreementBoard of Directors of the Seller evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby; (g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in certificate of the name Secretary or an Assistant Secretary of the Seller in order to register certifying the Purchaser as the holder names and signatures of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy officers of the minutes of Seller authorized to sign this Agreement and the shareholders book of CCSC showing that Ancillary Agreements and the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC other documents to be delivered hereunder and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSCthereunder; (h) a certificate of a duly executed signature page authorized officer of the Seller certifying as to the Transition Services Agreement;matters set forth in Section 7.02(a); and (i) evidence of receipt of the Required Consents; (j) possession of the Purchased Assets; (k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 of the Code; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate non-foreign status (in a form reasonably acceptable to the Purchaser) pursuant to Section 1.1445-2(b)(2) of no tax due, the Regulations from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and (n) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of the Closing Date as are expressly required under the terms of this AgreementSeller.

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) the bring-down certificates referred Xxxx of Sale, the Deeds with all required documentary and Conveyance Tax stamps affixed or paid in connection with the Closing (or the proper amounts delivered to in Sections 3.5(athe Title Companies to be paid) and 3.5(b)such other instruments, in form and substance reasonably satisfactory to the Purchaser, as may be required to transfer the Purchased Assets to the Purchaser or evidence such transfer on the public records; (b) a certificate signed by a senior officer counterparts of each Ancillary Agreement to which Parent, the Seller certifying (i) the articles and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or or any of the documents contemplated herein on behalf of Parent’s other Affiliates is a party, duly executed by Parent, the Seller and certifying or such Affiliate, as the genuineness of such signaturescase may be; (c) a certificate affidavits of status (or equivalent) for the Seller issued within two (2) days prior title and such other affidavits in form reasonably satisfactory to the Closingparties as may be required by the Title Company in connection with the conveyance of the Owned Real Property; (d) all deeds, assignments, bills of sale and other conveyancing documents required to be executed and delivered by Seller or a Subsidiary of the Seller to transfer the various categories of Purchased Assets described in Section 2.1 and receipt for the Purchaser to assume the Assumed LiabilitiesPurchase Price; (e) a true and complete copy, certified by the Secretary or an Assistant Secretary of Parent, the Seller or any of Parent’s other Affiliates, as the case may be, of the resolutions duly executed signature page to and validly adopted by the Escrow AgreementBoard of Directors of each of such Person and the stockholder of the Seller evidencing their authorization of the execution and delivery of this Agreement or any of the Ancillary Agreements, as applicable, and the consummation of the transactions contemplated hereby and thereby; (f) a duly executed signature page certificate of the Secretary or an Assistant Secretary of each of Parent, the Seller and any of Parent’s other Affiliates certifying the names and signatures of the officers of such Person, as the case may be, authorized to sign this Agreement or any of the Non-Compete AgreementAncillary Agreements, as applicable, and the other documents to be delivered hereunder and thereunder; (g) a certificate of a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name authorized officer of each of the Seller in order to register the Purchaser and Parent certifying as the holder of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSC;matters set forth in Section 7.02(a); and (h) a duly executed signature page certificate of non-foreign status for each of Parent, the Seller and any of Parent’s other Affiliates transferring Purchased Assets (in a form reasonably acceptable to the Transition Services Agreement; (iPurchaser) evidence of receipt pursuant to Section 1.1445-2(b)(2) of the Required Consents; (j) possession of the Purchased Assets; (k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 of the Code; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and (n) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of the Closing Date as are expressly required under the terms of this AgreementRegulations.

Closing Deliveries by the Seller. (a) At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (ai) stock certificates evidencing the bring-down certificates referred Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank, in form satisfactory to in Sections 3.5(a) the Purchaser and 3.5(b)with all required stock transfer tax stamps affixed; (bii) executed counterparts of each Ancillary Agreement to which the Seller is a party, to the extent not previously delivered; (iii) a receipt for the Purchase Price less the Escrow Amount; (iv) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Seller, of the resolutions duly and validly adopted by the Board of Directors of the Seller evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby; (v) a certificate signed by of the Secretary or an Assistant Secretary of the Seller certifying the names and signatures of the officers of the Seller authorized to sign this Agreement and the Ancillary Agreements and the other documents to be delivered hereunder and thereunder; (vi) a senior certificate of a duly authorized officer of the Seller certifying as to the matters set forth in Section 7.02(a); (vii) the resignations, effective as of the Closing, of all of the directors and officers of the Company and each Acquired Subsidiary, except for such persons as shall have been designated in writing prior to the Closing by the Purchaser to the Seller; (viii) a copy of (i) the articles and by-laws Certificates of Incorporation, as amended (or similar organizational documents), of the SellerCompany and of each Acquired Subsidiary, certified by the Secretary of State of the jurisdiction in which each such entity is incorporated or organized, as of a date not earlier than five (5) Business Days prior to the Closing and accompanied by a certificate of the Secretary or Assistant Secretary of each such entity, dated as of the Closing, stating that no amendments have been made to such Certificate of Incorporation (or similar organizational documents) since such date, and (ii) the resolution By-laws (or similar organizational documents) of the Seller's directors approving Company and of each Acquired Subsidiary, certified by the subject matter Secretary or Assistant Secretary of this Agreement and each such entity; (iiiix) a statement, in a form reasonably acceptable to the signatures Purchaser, from the Company pursuant to Section 1.1445-2(c)(3) of the persons authorized to sign this Agreement and/or Regulations certifying that the Shares are not U.S. real property interests (as defined by the Code); (x) good standing certificates for the Company and for each Acquired Subsidiary from the Secretary of State of the jurisdiction in which case such entity is incorporated or organized and from the Secretary of State in each other jurisdiction in which the properties owned or leased by any of the documents contemplated herein on behalf Company or any Acquired Subsidiary, or the operation of its business in such jurisdiction, requires the Seller and certifying the genuineness Company or any Acquired Subsidiary to qualify to do business as a foreign corporation, in each case dated as of such signatures; a date not earlier than five (c5) a certificate of status (or equivalent) for the Seller issued within two (2) days Business Days prior to the Closing; (dxi) all deeds, assignments, bills the general release and discharge from the Seller referred to in Section 5.09(a) in form and substance satisfactory to the Purchaser in its sole discretion; (xii) a certificate of sale the chief executive officer or the chief financial officer of the Company certifying as to the Closing Date Indebtedness and other conveyancing documents required the Net Closing Date Indebtedness; (xiii) the Audited Medical Services Financial Statements to be executed and delivered by Seller or pursuant to Section 5.12; (xiv) the Financing Release Documents (as defined in Section 7.02(k)); (xv) the Crescent/First Islamic Letter Agreements (as defined in Section 7.02(n)); (xvi) the Termination Agreement (as defined in Section 7.02(p)); (xvii) the Additional Employment Agreements; (xviii) a Subsidiary statement setting forth the amount of the Seller to transfer Transaction Expenses as of the various categories of Purchased Assets described in Section 2.1 and for Closing; and (xix) such other certificates, instruments or documents as the Purchaser to assume the Assumed Liabilities; (e) a duly executed signature page to the Escrow Agreement; (f) a duly executed signature page to the Non-Compete Agreement; (g) a duly executed may reasonably request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name of the Seller in order to register effect and document the Purchaser as transactions contemplated by this Agreement and the holder Ancillary Agreements. (b) At the Closing, the Seller shall cause all of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy cash and cash equivalents of the minutes of Company and the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares Acquired Subsidiaries as of the Closing Date duly certified by the representative director of CCSC and to be used to repay a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSC; (h) a duly executed signature page to the Transition Services Agreement; (i) evidence of receipt of the Required Consents; (j) possession of the Purchased Assets; (k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 of the Code; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and (n) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as portion of the Closing Date as are expressly required under Indebtedness equal to the terms amount of this Agreementsuch cash and cash equivalents.

Closing Deliveries by the Seller. (a) At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (ai) stock certificates evidencing the bring-down certificates referred Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank, in form satisfactory to in Sections 3.5(a) the Purchaser and 3.5(b)with all required stock transfer tax stamps affixed; (bii) a receipt for the Purchase Price and the Trademark Purchase Price; (iii) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Seller, of the resolutions duly and validly adopted by the Board of Directors of the Seller, Xxxx Diversified, Inc. ("Xxxx Diversified") and the Company, in each case evidencing its authorization of the execution and delivery of this Agreement and/or each of the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated by this Agreement and thereby; (iv) a certificate signed by a senior officer of the Secretary or an Assistant Secretary of the Seller certifying (i) the articles names and by-laws signatures of the officers of the Seller, (ii) Xxxx Diversified and the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons Company authorized to sign this Agreement and/or any the Ancillary Agreements, as applicable, and the other documents to be delivered hereunder and thereunder; (v) the resignations, effective as of the documents contemplated herein on behalf Closing, of all of the directors of the Company other than the Founders; (vi) a copy of (A) the Certificates of Incorporation, as amended (or similar organizational documents), of the Seller and certifying the genuineness Company, certified by the Secretary of such signatures; (c) State of the States of Nevada and North Carolina, respectively, as of a date not earlier than ten Business Days prior to the Closing Date and accompanied by a certificate of status (the Secretary or equivalent) for the Seller issued within two (2) days prior to the Closing; (d) all deedsAssistant Secretary of each such entity, assignments, bills of sale and other conveyancing documents required to be executed and delivered by Seller or a Subsidiary of the Seller to transfer the various categories of Purchased Assets described in Section 2.1 and for the Purchaser to assume the Assumed Liabilities; (e) a duly executed signature page to the Escrow Agreement; (f) a duly executed signature page to the Non-Compete Agreement; (g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name of the Seller in order to register the Purchaser as the holder of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares dated as of the Closing Date duly Date, stating that no amendments have been made to such Certificates of Incorporation (or similar organizational documents) since such date, and (B) the By-laws (or similar organizational documents) of the Seller and the Company, certified by the representative director Secretary or Assistant Secretary of CCSC and each such entity; (vii) a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares certificate from the Seller to the Purchaser duly certified by the representative director of CCSC; (h) a duly executed signature page to the Transition Services Agreement; (i) evidence of receipt of the Required Consents; (j) possession of the Purchased Assets; (k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of which complies with Section 1445 of the Code) of non-foreign status executed in accordance with the provisions of the Foreign Investment in Real Property Tax Act; (lviii) good standing certificates for the Seller and the Company from the Secretary of State of the States of Nevada and North Carolina, respectively, and, in the case of the Company, from the Secretary of State of each other jurisdiction in which the Company is qualified to do business as a properly executed IRS Form W-9 from Sellerforeign corporation, in each case dated as of a date not earlier than ten Business Days prior to the Closing Date; (mix) evidence reasonably satisfactory the mutual Seller-Company release and discharge from the Seller and the Company referred to in Section 5.06 in form agreed to by the Seller and the Purchaser; (x) a copy of the Fairness Opinion; (xi) the Ancillary Agreements executed by the Seller and Xxxx Diversified, whichever the case may be; (xii) a legal opinion from Silver, Xxxxxxxx & Xxxx, L.L.P. addressed to the Purchaser that and the financial institutions or other institutional or commercial sources providing financing to the Purchaser or the Company relating to the transactions contemplated by this Agreement, substantially in the form of Exhibit 2.04(a)(xii); (xiii) a copy of a general release, substantially in the form of Exhibit 2.04(a)(xiii) executed by the Seller, on the one hand, and the Founders, on the other hand, releasing each other from all claims, including all claims by each Founder to receive any "earn-out" or other payment pursuant to the Stock Purchase Agreement dated September 25, 1998, among the Seller, the Company and the Founders (the "1998 Purchase Agreement"); provided, however, such release shall not relieve the Founders from any liability to indemnify the Seller has requestedfor any loss resulting from a breach of any representation of the Founders contained in the 1998 Purchase Agreement, to the extent available, a Tax clearance certificateextent, and only to the extent not availableextent, a certificate of good standing or certificate of no tax due, such loss arises from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvaniaany claim against Seller by any Purchaser Indemnified Party under this Agreement; and (nxiv) such other stockholder approvalsan irrevocable letter of credit issued by First Virginia Bank, Governmental Authority approvals, documents, instruments, certificates and other documents dated as for the amount of $2,000,000 ("Letter of Credit") in favor of the Purchaser for a period of 18 months from the Closing Date Date, substantially in the form attached hereto as are expressly required under Exhibit 2.04(a)(xiv). (b) At the terms of this AgreementClosing, the Purchaser shall have received the Employment Agreements executed by each Founder and the Company.

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) share certificates evidencing the bring-down certificates referred Shares duly endorsed in blank together with related share transfer deeds, sufficient to in Sections 3.5(a) transfer the Shares to Purchaser free and 3.5(b)clear of all Encumbrances; (b) a certificate signed by a senior officer executed counterparts of the Seller certifying (i) the articles and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signaturesEscrow Agreement; (c) a certificate executed counterparts of status the (or equivalenti) for the Seller issued within two Post-Closing Arrangement and (2ii) days prior to the ClosingRetention Bonus Agreements; (d) all deedspay-off letters related to Indebtedness (other than the Family Debt) and Transaction Expenses and lien releases, assignments, bills of sale and other conveyancing documents required to be executed and delivered by Seller or a Subsidiary of as applicable (the Seller to transfer the various categories of Purchased Assets described in Section 2.1 and for the Purchaser to assume the Assumed Liabilities“Payoff Letters”); (e) a true and complete copy, certified by an officer of the Seller, of (i) the resolutions duly executed signature page and validly adopted by the Board of Directors of the Seller evidencing its authorization of the execution and delivery of this Agreement and other Transaction Documents to which it is a party and the Escrow Agreementconsummation of the transactions contemplated hereby and thereby and (ii) a certificate of good standing of each member of the Xxxxxx Group in their respective jurisdiction of incorporation; (f) a duly executed signature page certificate of an officer of the Seller certifying the names and signatures of the officers of the Seller authorized to sign this Agreement and the Non-Compete Agreementother documents to be delivered hereunder and thereunder; (g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in letters of resignation of Xxxxxx as an officer and director of Xxxxxx Development, the name Company and of the Seller in order to register the Purchaser as the holder of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSCXxxxxx USA, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares effective as of the Closing Date duly certified by the representative director of CCSC and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSCClosing; (h) a an assignment form, duly executed signature page by Seller, transferring all of Seller’s right, title and interest in and to the Transition Services AgreementSeller IP Rights to Xxxxxx Development (the “Intellectual Property Assignments”); (i) evidence duly executed specific assignments deeds and other good and sufficient instruments of receipt conveyance and transfer reasonably requested by the Purchaser, in form and substance reasonably satisfactory to the Purchaser and its counsel, as shall be required to vest in the Purchaser title to the Seller Registered IP Rights, and all the applications to register any of the Required Consents;foregoing, in forms suitable for recordation with the respective jurisdiction; and (j) possession Letters of the Purchased Assets;resignation of the other existing directors of the Company (i) Xxxx Xxxxxx, (ii) Xxxxx Xxxxxxxx; and (iii) Xxxxx Xxxxxx, effective as of the Closing; and (k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 an updated Shareholders’ Register of the CodeCompany, showing that immediately following the Closing all of the Shares are held by Purchaser, constituting the entire share capital of the Company on a fully diluted basis; (l) a properly executed IRS Form W-9 from Sellerevidence of termination of all Related Party Agreements and payment of all Affiliate Loans in accordance with Section 6.12 and in form and substance reasonably satisfactory to Purchaser; (m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to Estimated Adjustment Statement; (n) executed counterparts of the extent not available, a certificate of good standing or certificate of no tax due, from Lease Documents; (o) the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and PennsylvaniaSpecified Plan; and (np) such other stockholder approvalsa pay-off letter from the Seller with respect the Family Debt, Governmental Authority approvalsin a form reasonably acceptable to the Purchaser, documentscontaining an agreement that, instrumentsif the aggregate amount of Family Debt is paid to the Seller in accordance with this Agreement, certificates the Family Debt shall be repaid in full and other documents dated as that all Encumbrances affecting any real or personal property of the Closing Date as are expressly required under the terms of this AgreementXxxxxx Group will be released.

Closing Deliveries by the Seller. At or prior to the Closing, subject to the satisfaction or waiver of the conditions set forth in Section 7.01, the Seller shall deliver or cause to be delivered to the Purchaser: (a) a duly executed Assignment of Membership Interests to Purchaser in the bring-down certificates referred form attached hereto as Exhibit D, and such other instruments or documents reasonably satisfactory to the Purchaser and executed by the Seller (on its own behalf, or on behalf of the SPVs) evidencing the transfer of the Securities and the Transferred Interests in Sections 3.5(athe Transferred Entities, to the Purchaser, the withdrawal of Seller or the applicable SPV therefrom, and the admission of the Purchaser as a substituted member of the Companies (exclusive of Roseland Property) and 3.5(b)each of the Transferred Entities; (b) a certificate signed by a senior officer of receipt to the Seller certifying Purchaser for the Closing Cash Payment, less the Escrow Deposit, and the Tax Escrow (iif any) and the articles and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized amounts required to sign this Agreement and/or any of the documents contemplated herein be paid on behalf of the Seller and certifying Companies pursuant to the genuineness of such signaturesPayoff Letters; (c) a certificate the resignations of status (i) the managers of the Companies (exclusive of Roseland Property), and (ii) the managers of the Transferred Entities which Seller or equivalent) for any of the Seller issued within two (2) days prior SPVs has the right to the Closingelect or appoint; (d) all deeds, assignments, bills written releases of sale and other conveyancing documents required to be executed and delivered by Seller or a Subsidiary each of the Seller to transfer Principals, in the various categories of Purchased Assets described in Section 2.1 and for the Purchaser to assume the Assumed Liabilitiesform attached hereto as Exhibit E; (e) payoff letters from all holders of Indebtedness (other than Indebtedness which is listed on Schedule 2.04(e) to remain outstanding from and after the Closing) owed by any of the Companies or any of the SPVs, or any Indebtedness which is secured (in whole or in part) by any of the Assets or by any of the Transferred Interests (the “Payoff Letters”) and evidence of the filing of, or authorization to file, any UCC-3 termination statements with respect to all UCC-1 financing statements filed against Seller, any of the Companies, any of the SPVs or any of the Transferred Entities; provided, however, that any guarantees of Indebtedness or obligations of a duly executed signature page to the Escrow AgreementProperty Owner issued by a Transferred Entity or pledges of ownership interests related thereto shall not be released or discharged at Closing; (f) a certificate of Seller, signed by a duly executed signature page authorized officer of Seller, certifying as to the Non-Compete Agreementmatters set forth in Section 7.02(a) as of the Closing Date; (g) a true and complete copy, certified by a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name authorized officer of Seller, of the Seller in order to register resolutions duly and validly adopted by the Purchaser as managers of Seller, and the holder managers, directors, members and/or stockholders of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSCCompanies, a copy as appropriate, evidencing their authorization of the minutes execution and delivery of this Agreement and the Ancillary Agreements to which they respectively are a party, and the consummation by them of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC transactions contemplated hereby and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSCthereby; (h) a certificate of a duly executed signature page authorized officer of Seller and Roseland Property (as applicable), certifying the names and signatures of the officers of Seller and Roseland Property (as applicable) authorized to the Transition Services Agreementsign this Agreement and any Ancillary Agreements; (i) evidence of receipt of the Required Consents; (j) possession of the Purchased Assets; (k) a certificate duly executed signed by Seller, pursuant or, if applicable, an officer or member of Seller in the form prescribed by Treasury Regulation Section 1445-2(b)(2) and annexed hereto as Exhibit F, to treasury regulations section 1.1445-2(b), stating under penalties of perjury the effect that such Seller is not a “foreign person within person” as that term is defined in Section 1445(f)(3) of Code, in order to avoid the meaning imposition of the withholding tax payment pursuant to Section 1445 of the Code; (lj) a properly control over the Organizational Documents of the Companies (exclusive of Roseland Property) and, to the extent Seller is entitled to exercise control over the same, all of the Organizational Documents of the Transferred Entities and Property Owners, and the Material Contracts of the Companies; (k) counterpart signature pages to the Indemnity Escrow Agreement and the Tax Escrow Agreement (if applicable), in each case, executed IRS Form W-9 from by the Seller; (l) counterparts of Employment Agreements between Roseland Management Services, L.P., an Affiliate of MCRLP, on the one hand, and each of the Principals, on the other hand, duly executed by each of the Principals, in the forms attached hereto as Exhibits G-1, G-2 and G-3 (the “Employment Agreements”). (m) evidence reasonably satisfactory control over all books, records, financial statements, general ledgers, employee benefits plan documents, leases, real property management agreements, construction management agreements, leasing and real estate brokerage services agreements, files, statements, Tax Returns, market studies, plans, specifications, reports, tests, governmental approvals, Permits (including building Permits), Environmental Permits, site plans, construction plans and specifications, and other materials of any kind owned by or in the possession of the Seller, any of the Companies, the Transferred Entities or any of the Property Owners which are used by any of the Companies in the conduct or operation of the Business or by any of the Transferred Entities or Property Owners in connection with the operation or ownership of the Real Properties, except that (i) with respect to Purchaser that Seller has requested, the Transferred Entities and Property Owners only to the extent available, a Tax clearance certificate, that Seller is entitled to exercise control over the same and (ii) Seller shall be entitled to retain any such documents relating to the extent not available, a certificate of Excluded Roseland Property Liabilities; (n) good standing certificates dated no earlier than twenty (20) days prior to the date of this Agreement from each jurisdiction in which the Companies, each of the SPVs, each of the Transferred Entities and each of the Property Owners are organized and such other jurisdictions in which the Companies, each of the SPVs, each of the Transferred Entities and each of the Property Owners are qualified to conduct business as a foreign corporation or certificate foreign limited liability company (as the case may be); (o) those Third Party Consents, together with any documents required in connection therewith, which Seller has obtained as of no tax duethe date of this Agreement and which are listed in Section 3.05(a) of the Disclosure Schedule (it being understood and agreed by the parties that Seller shall not seek to obtain or obtain, from whether prior to or after the taxing authorities Closing, any Third Party Consents required pursuant to any of Floridathe Roseland Property Contracts (such Third Party Consents which shall not be obtained prior to the Closing being hereinafter referred to as the “Remaining Third Party Consents”)); (p) a xxxx of sale, Georgiain the form attached hereto as Exhibit I, Illinoisexecuted by Roseland Property, Coloradopursuant to which the tangible Roseland Property Assets being sold by Seller and Roseland Property pursuant to this Agreement are conveyed to Purchaser, CaliforniaParents or one of their respective Affiliates (including a TRS); (q) a counterpart of an assignment and assumption agreement, New Jersey in the form attached hereto as Exhibit J, executed by Roseland Property, pursuant to which Seller and PennsylvaniaRoseland Property assign and convey to Purchaser, Parents or one of their respective Affiliates (including a TRS) all of the Roseland Property Assets not conveyed pursuant to the xxxx of sale referred to in the immediately preceding subsection; (r) a counterpart of the assignment and assumption agreement with respect to the NJ Lease as contemplated by Section 5.17, duly executed by Seller; (s) fully executed Economic Interest Termination and Cancellation Agreements, each in the form attached hereto as Exhibit K, with respect to all of the Economic Interests held in any of the Transferred Entities, evidencing that such Economic Interests have been terminated, cancelled and extinguished as of the Closing; and (nt) such executed counterparts of any other stockholder approvalsAncillary Agreements as executed by the Seller, Governmental Authority approvals, documents, instruments, certificates and other documents dated as Roseland Property or any of the Closing Date Principals (as are expressly required under the terms of this Agreementapplicable).

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver deliver, or cause to be delivered delivered, to the PurchaserAcquiror: (a) the bring-down stock certificates referred to evidencing the Shares, duly endorsed in Sections 3.5(a) and 3.5(b)blank or accompanied by stock powers duly executed in blank; (b) a certificate signed by a senior officer proof of the Seller certifying (i) the articles and by-laws payment of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized Estimated Seller Capital Contribution to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signaturesKIC; (c) a certificate of status (or equivalent) receipt for the Seller issued within two (2) days prior to Purchase Price paid at the Closing; (d) all deeds, assignments, bills a certificate of sale and other conveyancing documents required to be executed and delivered by Seller the Secretary or a Subsidiary an Assistant Secretary of the Seller and each of the Companies, dated as of the Closing Date, as to transfer the various categories resolutions duly and validly adopted by the Board of Purchased Assets described in Section 2.1 Directors of such Person evidencing its authorization of the execution, delivery and for performance of the Purchaser Transaction Agreements to assume which such Person is a party and such other documents as may be reasonably necessary to consummate the Assumed Liabilitiesother transactions contemplated by the Transaction Agreements; (e) good standing certificates for the Seller and each of the Companies issued by the applicable Governmental Authority certifying that Seller and each of the Companies has legal existence and is in good standing in its jurisdiction of organization, each as of a duly executed signature page date no more than five Business Days prior to the Escrow AgreementClosing Date and a certificate of compliance or good standing or a similar certificate for KIC from the South Carolina Department of Insurance, as of a date no more than twenty Business Days prior to the Closing Date; (f) a duly the HIC/KIC Coinsurance Agreement executed signature page to the Non-Compete Agreementon behalf of HIC and KIC; (g) a duly the Transition Services Agreement executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name on behalf of the Seller in order to register the Purchaser as the holder or an Affiliate of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC Seller and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSCKIC; (h) a duly executed signature page the other documents required to be delivered pursuant to Section 7.02; and any consents, waivers or approvals obtained by the Seller with respect to the Transition Services Agreementconsummation of the transactions contemplated by the Transaction Agreements; (i) evidence the Books and Records of receipt each of the Required ConsentsCompanies (except as retained by Seller as necessary to perform under the Transition Services Agreement and until migrated under the terms of the Transition Services Agreement); (j) possession an assignment of the Purchased Assets;Assigned Contracts to KIC; and (k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 resignations of the Code; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, officers and to the extent not available, a certificate directors of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and (n) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as each of the Closing Date as are expressly required under the terms of this AgreementCompanies.

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (ai) instruments as may be reasonably requested by the bring-down certificates referred Purchaser or its counsel to in Sections 3.5(a) and 3.5(b)transfer the Transferred Assets to the Purchaser or to evidence such transfer on the public records; (bii) a certificate signed by a senior officer of cross-receipt for the Seller certifying (i) the articles and by-laws of Final Purchase Price upon the Seller, (ii) ’s confirmation that immediately available funds in the resolution of an amount equal to the Seller's directors approving Final Purchase Price have been credited to the subject matter of this Agreement and Purchase Price Bank Account; (iii) the signatures offer letters of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of Key Persons duly executed by such signaturesKey Persons; (civ) a certificate, duly executed by an authorized Secretary or Assistant Secretary of Caliper, dated the Closing Date, to the effect that: (A)(1) the Certificate of Incorporation and Bylaws of Caliper attached to such certificate are true, correct and complete, and were in full force and effect in the form as attached to such certificate on the date of status adoption of the resolutions referred to in clause (or equivalent3) for the Seller issued within two below, (2) days prior no amendment to such Certificate or Bylaws has occurred since the date of adoption of the resolutions referred to in clause (3) below other than as shown in such certificate, (3) the resolutions adopted by Caliper’s directors authorizing this Agreement and the transactions contemplated hereby with respect to Caliper were duly adopted at a duly convened meeting thereof, at which a quorum was present and acting throughout, or, in the case of Caliper’s directors, by unanimous written consent, and such resolutions remain in full force and effect, and have not been amended, rescinded or modified, except to the Closing; extent attached thereto; and (dB) all deedsthe officers of Caliper executing this Agreement and the other documents, assignments, bills of sale agreements and other conveyancing documents required instruments to be executed and delivered by Seller or a Subsidiary Caliper pursuant to this Agreement are incumbent officers of Caliper and the Seller to transfer the various categories of Purchased Assets described in Section 2.1 and for the Purchaser to assume the Assumed Liabilitiesspecimen signatures on such certificate are their genuine signatures; (ev) a duly executed signature page an acknowledgment and consent, in form and substance satisfactory to the Escrow Purchaser and the lenders providing financing to the Purchaser in connection with the transactions contemplated by this Agreement, from all holders of any Funded Indebtedness of Caliper (each such holder, a “Caliper Pay-Off Amount Recipient” and all such holders, the “Caliper Pay-Off Amount Recipients”), in each case, stating that (A) effective upon the Closing, all Encumbrances in favor of the Transferred Assets shall be terminated, released and discharged and (B) that such holder shall deliver to the Purchaser or the Purchaser’s designee any instruments, certificates, statements and other instruments necessary to evidence such termination, release and discharge; (fvi) a the Xxxx of Sale duly executed signature page to the Non-Compete Agreementby Caliper; (gvii) a the Assignment and Assumption Agreement, duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name of the Seller in order to register the Purchaser as the holder of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSCCaliper; (hviii) a duly executed signature page to the Transition Services Agreement; (i) evidence of receipt of the Required Consents; (j) possession of the Purchased Assets; (k) a certificate Trademark Assignment, duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 of the CodeCaliper; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and (n) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of the Closing Date as are expressly required under the terms of this Agreement.

Closing Deliveries by the Seller. At the Closing, the Seller shall execute and deliver or cause to be delivered to the PurchaserBuyer: (a) The right to immediate possession of the bring-down certificates referred to in Sections 3.5(a) and 3.5(b);Acquired Assets. (b) a certificate signed A Bill xx Sale in the form attached as Exhibit B, and such other instruments of transfer and conveyance as may reasonably be requested by the Buyer, in each case executed by a senior duly authorized officer of the Seller. (c) Certificates representing all of the issued and outstanding capital stock of the Curtxx Xxxsidiaries, together with duly endorsed stock transfer powers therefor. (d) Those consents specified in Section 2.5(d) to the Disclosure Schedule; (e) The Assignment and Assumption Agreements, in the forms attached as Exhibit C-1 (Contracts) and C-2 (Leases), executed by a duly authorized officer of the Seller with respect to the Assumed Contracts. (f) Copies of the discharges or pay-off letters, as applicable, of all Encumbrances, UCC financing statements or other loan documents listed on Section 2.5(f) to the Disclosure Schedule. (g) An Estoppel and Consent Certificate for each lease or sublease listed in Section 3.9(a) of the Disclosure Schedule executed by the landlord in any such lease or sublease, in form reasonably satisfactory to the Buyer. (h) An opinion of counsel to the Seller, addressed to the Buyer and dated as of the Closing Date, as to the due organization, valid existence and capitalization of the Curtxx Xxxsidiaries, their due qualification/licensure to conduct business, the Seller's ownership of and due authorization to sell and transfer to the Buyer all of the equity securities of the Curtxx Xxxsidiaries, the due approval by the Canadian Sub of the transfer of all of the issued and outstanding capital stock of the Canadian Sub from the Seller to the Buyer, the sufficiency of the foreign Governmental Authorizations obtained to effect such transfer and sale and to permit the Buyer to continue to conduct the Business post-Closing where and in the manner conducted by the Curtxx Xxxsidiaries immediately prior to the Closing, the validity, binding nature and enforceability of the Operative Documents with respect to such transfer and sale, and the matters specified in Section 3.3 with respect to the Curtxx Xxxsidiaries. In rendering such opinion, such counsel may rely upon certificates of public officers, as to matters governed by the laws of jurisdictions other than Ohio, New York or the federal laws of the United States of America, upon opinions of counsel reasonably satisfactory to the Buyer, and, as to matters of fact, upon certificates of officers of the Seller, copies of which opinions and certificates shall be contemporaneously delivered to the Buyer. (i) Certificates issued as of a recent date (i) by the Secretary of State of the State of Delaware certifying as to the legal existence and active status of the Seller and of the Parent, and (ii) by the U.K. Registrar of Companies certifying as to the legal existence and good standing of the U.K. Sub. (j) A Certificate of Compliance issued as of a recent date by Industry Canada, Corporation Directorate certifying as to the incorporation and continued existence and good standing of the Canadian Sub. (k) A letter issued by the Division of Revenue of the State of Delaware ("DOR"), dated within ten (10) days of the Closing Date, indicating that the Seller is current with respect to the payment of Delaware state income Taxes. (l) A completed application, including Form T2062, to obtain a clearance certificate pursuant to Section 116 of the ITA in respect of the disposition of the shares of the Canadian Sub by the Seller. If the Seller has not previously applied for such a clearance certificate, the Seller undertakes to forthwith submit the application to the Canada Customs and Revenue Agency upon completion of the Closing and to use best efforts to obtain the clearance certificate within 30 days after the end of the month in which the Buyer acquires the shares of the Canadian Sub. The Seller agrees to provide a copy of the clearance certificate to the Buyer upon receipt of same from the Canada Customs and Revenue Agency. (m) Certificates of the Secretaries of the Seller and the Parent, in form reasonably satisfactory to the Buyer, dated the Closing Date and certifying, respectively, as to (i) the articles incumbency and by-laws genuine signature of each of the Seller's and the Parent's officers who executed the Operative Documents, (ii) the resolution written consents of the Seller's directors approving and the subject matter Parent's stockholders and directors, respectively authorizing (a) the Seller to undertake the transactions contemplated hereunder, (b) the Parent to enter into the Agreement and to indemnify the Buyer in accordance with the provisions of this Article 9 hereunder, (c) their signatories to execute and deliver the Agreement and all other documents and instruments required to effect such transactions, such resolutions and consents having been duly adopted and being in full force and effect on the Closing Date, and (iii) the signatures written consent of the persons authorized to sign this Agreement and/or any Canadian Sub approving the transfer of all of the documents contemplated herein issued and outstanding capital stock of the Canadian Sub from the Seller to the Buyer, such consent having been duly adopted and being in full force and effect on behalf the Closing Date. (n) Officer's Certificates of the Seller and the Parent, each dated the Closing Date and certifying that (i) the genuineness of such signatures; (c) a certificate of status (or equivalent) for Seller's and the Seller issued within two (2) days prior to the Closing; (d) all deeds, assignments, bills of sale Parent's representations and other conveyancing documents required to be executed warranties contained in Article 3 are true and delivered by Seller or a Subsidiary of the Seller to transfer the various categories of Purchased Assets described in Section 2.1 correct on and for the Purchaser to assume the Assumed Liabilities; (e) a duly executed signature page to the Escrow Agreement; (f) a duly executed signature page to the Non-Compete Agreement; (g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name of the Seller in order to register the Purchaser as the holder of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by with the representative director of CCSC same force and effect as though made on such date, and that (ii) with respect to each Benefit Plan that is a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSC; (h) a duly executed signature page to the Transition Services Agreement; (i) evidence of receipt of the Required Consents; (j) possession of the Purchased Assets; (k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person "group health plan" within the meaning of Section 1445 607 of ERISA and that is subject to Section 4980B of the Code;, the Seller and each ERISA Affiliate of the Seller have complied in all respects with the continuation coverage requirements of the Code and ERISA. (lo) a properly A duly executed IRS Form W-9 from Certificate of Amendment to the Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested's Certificate of Incorporation, in form ready for filing, to the extent available, effect a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and (n) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as change of the Closing Date as are expressly required under Seller's name in accordance with the terms provisions of this Agreement.Section 6.9

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to NMHC and the Purchaser: (a) executed copies of the bring-down certificates referred to in Sections 3.5(a) and 3.5(b)Ancillary Agreements; (b) a certificate signed by a senior officer termination statements and instruments of release, in form and substance satisfactory to counsel for the Seller certifying Purchaser, releasing and discharging all Liens (iother than Permitted Liens) against the articles Assets or otherwise providing for the release and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness discharge of such signaturesLiens upon such terms and conditions as are acceptable to the Purchaser; (c) copies of (i) the State of Delaware Statement of Qualification of the Seller, as filed with the Secretary of State of Delaware and (ii) Limited Liability Partnership Agreement of the Seller; (d) a certificate of status certificate, dated not more than five (or equivalent) for the Seller issued within two (25) days prior to the Closing; (d) all deedsClosing Date, assignments, bills of sale and other conveyancing documents required as to be executed and delivered by Seller or a Subsidiary the organization of the Seller, executed by the appropriate officials of the Seller's state of organization and of each other state in which Seller to transfer the various categories of Purchased Assets described in Section 2.1 and for the Purchaser to assume the Assumed Liabilitiesis qualified as a foreign partnership; (e) a duly executed signature page copy of the resolutions of the managing partners and holders of Class A Voting Units of the Seller, authorizing the execution and delivery of this Agreement and each of the other Ancillary Agreements to which the Escrow AgreementSeller is a party and the performance of the transactions contemplated hereby and thereby, certified by the secretary of the Seller; (f) a duly executed signature page certificate from the Seller as to the Non-Compete Agreementincumbency and signature of the officers of the Seller, executed by the president and secretary of the Seller; (g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name an opinion of the Seller Seller's counsel in order to register the Purchaser as the holder of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC form and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller substance acceptable to the Purchaser duly certified by the representative director of CCSCand its counsel; (h) a duly executed signature page the wire transfer of all the Business Cash to an account designated by the Transition Services Agreement;Purchaser; and (i) evidence of receipt of the Required Consents; (j) possession of the Purchased Assets; (k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 of the Code; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and (n) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of the Closing Date as are expressly required under the terms of this AgreementPurchaser or its counsel may reasonably request.

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) duly executed sold notes in a form complying with the bring-down certificates referred to Stamp Duty Ordinance in Sections 3.5(a) and 3.5(b)respect of the Sale Shares completed in favor of the Purchaser; (b) a certificate signed by a senior officer duly executed and valid instrument(s) of transfer in respect of the Seller certifying (i) the articles and by-laws Sale Shares completed in favor of the Seller, (ii) the resolution Purchaser together with duly executed powers of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or attorney or other authorities under which any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signaturestransfers have been executed; (c) a certificate original share certificates in respect of status (or equivalent) for the Seller Sale Shares issued within two (2) days prior to the ClosingSeller; (d) all deeds, assignments, bills of sale and other conveyancing documents required to be executed and delivered by Seller or a Subsidiary of the Seller to transfer the various categories of Purchased Assets described in Section 2.1 and receipt for the Purchaser to assume the Assumed LiabilitiesPurchase Price; (e) a certificate of a duly executed signature page authorized officer of the Seller certifying as to the Escrow Agreementmatters set forth in Section 6.02(a); (f) a duly executed signature page certified copies (or other evidence) of all valid approvals or authorizations of, filings or registrations with, or notifications on, all Governmental Authorities required to be obtained, filed or made by the Non-Compete AgreementSeller; (g) a copy (certified by a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyushoappointed officer as true and correct) in of a resolution of the name shareholders of the Seller in order to register authorizing the Purchaser as the holder execution and delivery of and performance of the CCSC Shares on Seller’s obligations under this Agreement and the shareholders book (kabunushi-meibo) of CCSC, a copy consummation of the minutes transactions contemplated hereby (including the approval of the shareholders book of CCSC showing that the Purchaser is the owner registration of the CCSC transfer in respect of the Sale Shares referred to in Section 2.05(b) and the resignations referred to in Section 2.05(h); and (h) the resignation letters, duly executed as a deed and effective as of the Closing Date duly certified by the representative director Date, of CCSC and a copy each of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from persons designated by the Seller to the Purchaser duly certified by the representative director of CCSC; (h) a duly executed signature page to the Transition Services Agreement; (i) evidence of receipt serve as directors of the Required Consents; (j) possession of Company and/or the Purchased Assets; (k) a certificate duly executed by SellerCompany’s subsidiaries, as applicable, pursuant to treasury regulations section 1.1445-2(bthe Shareholders’ Agreement, resigning from all of their positions with the Company and/or the Company’s subsidiaries (as director, officer, employee, consultant or otherwise), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 of the Code; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and (n) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of the Closing Date as are expressly required under the terms of this Agreement.

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) the bring-down certificates referred Bill of Sale, the Deeds with all required documentary and Convxxxxce Tax stamps affixed or paid in connection with the Closing (or the proper amounts delivered to in Sections 3.5(athe Title Companies to be paid) and 3.5(b)such other instruments, in form and substance reasonably satisfactory to the Purchaser, as may be required to transfer the Purchased Assets to the Purchaser or evidence such transfer on the public records; (b) a certificate signed by a senior officer counterparts of each Ancillary Agreement to which Parent, the Seller certifying (i) the articles and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or or any of the documents contemplated herein on behalf of Parent's other Affiliates is a party, duly executed by Parent, the Seller and certifying or such Affiliate, as the genuineness of such signaturescase may be; (c) a certificate affidavits of status (or equivalent) for the Seller issued within two (2) days prior title and such other affidavits in form reasonably satisfactory to the Closingparties as may be required by the Title Company in connection with the conveyance of the Owned Real Property; (d) all deeds, assignments, bills of sale and other conveyancing documents required to be executed and delivered by Seller or a Subsidiary of the Seller to transfer the various categories of Purchased Assets described in Section 2.1 and receipt for the Purchaser to assume the Assumed LiabilitiesPurchase Price; (e) a true and complete copy, certified by the Secretary or an Assistant Secretary of Parent, the Seller or any of Parent's other Affiliates, as the case may be, of the resolutions duly executed signature page to and validly adopted by the Escrow AgreementBoard of Directors of each of such Person and the stockholder of the Seller evidencing their authorization of the execution and delivery of this Agreement or any of the Ancillary Agreements, as applicable, and the consummation of the transactions contemplated hereby and thereby; (f) a duly executed signature page certificate of the Secretary or an Assistant Secretary of each of Parent, the Seller and any of Parent's other Affiliates certifying the names and signatures of the officers of such Person, as the case may be, authorized to sign this Agreement or any of the Non-Compete AgreementAncillary Agreements, as applicable, and the other documents to be delivered hereunder and thereunder; (g) a certificate of a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name authorized officer of each of the Seller in order to register the Purchaser and Parent certifying as the holder of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSC;matters set forth in Section 7.02(a); and (h) a duly executed signature page certificate of non-foreign status for each of Parent, the Seller and any of Parent's other Affiliates transferring Purchased Assets (in a form reasonably acceptable to the Transition Services Agreement; (iPurchaser) evidence of receipt pursuant to Section 1.1445-2(b)(2) of the Required Consents; (j) possession of the Purchased Assets; (k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 of the Code; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and (n) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of the Closing Date as are expressly required under the terms of this AgreementRegulations.

Closing Deliveries by the Seller. (i) At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) the bring-down certificates referred Bill of Sale, the Deeds in proper form, the Assignment of Intxxxxctual Property and such other instruments, in form and substance satisfactory to in Sections 3.5(a) and 3.5(b)the Purchaser, as may be requested by the Purchaser to transfer the Purchased Assets to the Purchaser or evidence such transfer on the public records; (b) a certificate signed by a senior officer executed counterparts of the Seller certifying (i) the articles and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signaturesAncillary Agreements; (c) a certificate of status (all landlord and any other consents required herein or equivalent) for by the Seller issued within two (2) days prior to the Closinglease documents; (d) all deeds, assignments, bills affidavits of sale title and such other conveyancing documents affidavits as may be required to be executed and delivered by Seller or a Subsidiary the Title Company in connection with the conveyance of the Seller to transfer the various categories of Purchased Assets described in Section 2.1 and for the Purchaser to assume the Assumed LiabilitiesReal Property; (e) a duly executed signature page to receipt for the Purchase Price less the Indemnity Escrow AgreementAmount; (f) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Seller, of the resolutions duly executed signature page to and validly adopted by the Non-Compete AgreementBoard of Directors of the Seller and the stockholders of the Seller evidencing their authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby; (g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in certificate of the name Secretary or an Assistant Secretary of the Seller in order to register certifying the Purchaser as the holder names and signatures of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy officers of the minutes of Seller authorized to sign this Agreement and the shareholders book of CCSC showing that Ancillary Agreements and the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC other documents to be delivered hereunder and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSCthereunder; (h) a certificate of a duly executed signature page authorized officer of the Seller certifying as to the Transition Services Agreementmatters set forth in Section 7.02(a); (i) evidence of receipt of the Required Consents; (j) possession of the Purchased Assets; (k) a certificate duly executed by Seller, 's notification pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 of the Code; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania5.04; and (nii) such other stockholder approvalsIn addition, Governmental Authority approvalsat the Closing, documents, instruments, certificates and other documents dated as the Seller shall deliver to the Escrow Agent stock powers in respect of the Closing Date as are expressly required under Payment Shares duly endorsed in blank to be held in accordance with the terms of this Indemnity Escrow Agreement.

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) evidence of the bring-down certificates referred transfer of the Quotas to in Sections 3.5(a) and 3.5(b)the Purchaser, by means of an Amendment to the Articles of Association of the Company, signed by both Parties; (b) a certificate signed by a senior officer duly executed counterpart to each of the Seller certifying (i) the articles and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signaturesAncillary Agreements; (c) a certificate of status (or equivalent) receipt for the Seller issued within two (2) days prior to the ClosingEstimated Closing Date Payment Amount; (d) all deeds, assignments, bills of sale and other conveyancing documents required to be executed and delivered by Seller or a Subsidiary of the Seller to transfer the various categories of Purchased Assets described in Section 2.1 and receipt for the Purchaser to assume amount borrowed at the Assumed LiabilitiesClosing under the Credit Agreement; (e) a certificate of a duly executed signature page authorized officer of the Seller certifying as to the Escrow Agreementsatisfaction of the conditions set forth in Section 8.02(a) and Section 8.02(f); (f) a copies of all deeds, bills of sale, endorsements, assignments, certificates or other instruments of conveyance and assignment as the Parties and their respective legal counsels deem reasonably necessary to effect the Pre-Closing Restructuring, each duly executed signature page to by the Non-Compete AgreementCompany and the Seller or an Affiliate of the Seller; (g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name of the Seller in order to register the Purchaser as the holder of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes executed Payoff Letters and evidence of all Encumbrances related to the Indebtedness contemplated by such Payoff Letters, which are to be effective upon the payment of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the applicable Closing Date duly certified by the representative director of CCSC and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller Indebtedness Amount pursuant to the Purchaser duly certified by the representative director of CCSCSection 5.11; (h) a duly executed signature page evidence of Encumbrance releases from each holder of any secured indebtedness of the Seller or any of its Affiliates imposing any Encumbrances on the Quotas and the consent of Stegodon Corporation (or any subsequent lender under the Company’s senior secured loan facility) to the Transition Services Agreementconsummation of the transactions contemplated hereby, in each case, in a form reasonably acceptable to the Purchaser; (i) evidence one or more CDs or other electronic storage devices containing (in a readable and otherwise reasonably acceptable format) complete and accurate copies of receipt (x) the contents of the Required ConsentsVDR as at 8:00 a.m. San Francisco time on the day prior to the date hereof, and (y) separately identified, each document added to the VDR after such time; (j) possession duly executed copies of the Purchased AssetsContract Assignments in a form reasonably acceptable to the Purchaser; (k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties resignations of perjury that Seller is not a foreign person within the meaning of Section 1445 each of the Codeofficers and directors of the Company, in their capacities as such, effective immediately upon the Closing; (l) a properly written consent from each licensor with respect to each of the “License Agreements” (as defined in the IP License Agreement) for the granting of the sublicenses being granted under the IP License Agreement, and to the extent any of the “License Agreements” was executed IRS Form W-9 from Sellerby Amyris Biotech, each applicable licensor's acknowledgement that Amyris Biotech has changed its name to Amyris, Inc.; (m) evidence reasonably satisfactory copies of written notifications regarding Amyris Biotech's name change to Purchaser that Seller has requestedAmyris, Inc. as filed with the applicable patent authority for which any of the patents licensed under the IP License Agreement continue to the extent available, a Tax clearance certificate, and to the extent not available, a certificate reflect Amyris Biotech as owner of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvaniarecord; and (n) all such other stockholder approvalsdocuments, Governmental Authority approvals, documentsagreements, instruments, writings and certificates and other documents dated as of the Closing Date Purchaser may reasonably request as are expressly required under necessary for the terms of this AgreementSeller to satisfy its obligations hereunder.

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) original duly executed original instruments of transfer and sold notes for the bring-down certificates referred to Ibis China Investment Shares and the NewCo1 Shares in Sections 3.5(a) and 3.5(b)favor of the Purchaser; (b) a certificate signed to the extent permitted by a senior officer Law, share certificates in the name of the Seller certifying (i) Purchaser, representing the articles and by-laws Purchaser’s ownership of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signaturesTarget Shares; (c) a certificate certified true copy of status (or equivalent) for the Seller issued within two (2) days prior to updated register of members of NewCo2 evidencing the ClosingPurchaser’s ownership of the NewCo2 Shares; (d) all deedsthe written resignations (together with a release of claims against Ibis China Investment, assignmentsNewCo1 and their respective Subsidiaries), bills of sale and other conveyancing documents required to be executed and delivered by Seller or a Subsidiary effective as of the Seller Closing, of all of the directors and officers of Ibis China Investment, NewCo1 and their respective Subsidiaries, except for such persons as shall have been designated in writing prior to transfer the various categories of Purchased Assets described in Section 2.1 and for Closing by Purchaser Parent or the Purchaser to assume the Assumed LiabilitiesSeller; (e) a true and complete copies of the resolutions duly executed signature page and validly adopted by the shareholders and board of directors of NewCo2 evidencing their authorization of (i) the adoption of the NewCo2 Articles, (ii) the appointment of the person nominated by the Purchaser to the Escrow board of directors of NewCo2 in accordance with the NewCo2 Shareholders Agreement, and (iii) the issuance of the NewCo2 Shares to the Purchaser; (f) a duly executed signature page the general release and discharge from the Seller and the Seller Affiliates referred to in Section 6.09 in the Non-Compete Agreement;form and substance attached hereto as Exhibit C. (g) executed counterparts of each Closing Document to which the Seller, Seller Parent or any Seller Affiliate is a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name of the Seller in order to register the Purchaser as the holder of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSCparty; (h) true and complete copies of the resolutions duly and validly adopted by the boards of directors of the Seller and NewCo2 (i) evidencing their authorization of the execution and delivery of each Transaction Document to which the Seller or NewCo2, as the case may be, is a duly executed signature page party, and (ii) certifying the names and signatures of the officers of the Seller or NewCo2 authorized to sign the Transition Services Agreement;relevant Transaction Document and the other documents to be delivered hereunder and thereunder; and (i) evidence of receipt of the Required Consents; (j) possession of the Purchased Assets; (k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 of the Code; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and (n) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as a duly authorized officer of the Closing Date Seller certifying as are expressly required under to the terms of this Agreementmatters set forth in Section 8.02(a).

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the PurchaserGTS: (a) a stock certificate evidencing the bringGTS-down certificates referred Vox Shares duly endorsed to GTS, accompanied by a stock transfer form duly executed to GTS, in Sections 3.5(a) form 5 4 satisfactory to GTS, and 3.5(b)the Seller shall pay for all required stock transfer tax stamps to be affixed thereon; (b) a certificate signed receipt for cash consideration and the GTS Note delivered by a senior officer of GTS to the Seller certifying (i) the articles and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized pursuant to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signaturesSection 1.02(b); (c) a certificate copy of status the Indemnity Agreement attached hereto as Exhibit 1.04(c) (or equivalent) for the Seller issued within two (2) days prior to "Indemnity Agreement"), executed by the ClosingSeller; (d) all deeds, assignments, bills of sale and other conveyancing documents required to be executed and delivered by Seller or a Subsidiary copy of the Seller to transfer Shareholders Agreement attached hereto as Exhibit 1.04(d) (the various categories of Purchased Assets described in Section 2.1 and for "Shareholders Agreement"), executed by the Purchaser to assume the Assumed LiabilitiesSeller; (e) a certificate of the General Director of the Parent, certifying (i) the names and signatures of the officers of the Parent authorized to sign this Agreement and the other documents to be delivered hereunder, and (ii) a copy of the resolutions duly executed signature page to and validly adopted by the Escrow Board of Directors of the Parent evidencing its authorization of the consummation of the transactions contemplated by this Agreement; (f) a power of attorney for the authorized representative of the Seller, and a certification from the Person holding such power of attorney that (i) the names and signatures of the officers of the Seller authorized to sign this Agreement and the other documents to be delivered hereunder, and (ii) a copy of the resolutions duly executed signature page to and validly adopted by the Non-Compete Board of Directors of the Seller evidencing its authorization of the consummation of the transactions contemplated by this Agreement; (g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name certificate of the Seller in order to register Secretary or an Assistant Secretary of GTS-Vox, certifying (i) the Purchaser as the holder names and signatures of the CCSC Shares on officers of GTS-Vox authorized to sign this Agreement and the shareholders book other documents to be delivered hereunder, (kabunushiii) that the Articles of Association and Memorandum of Association of GTS-meiboVox attached thereto are true and correct copies of such documents, (iii) of CCSC, a copy of the minutes resolutions duly and validly adopted by the Board of Directors of GTS-Vox evidencing its authorization of the shareholders book consummation of CCSC showing the transactions contemplated by this Agreement, and (iv) that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC and a copy of the minutes minute books and stock register of the shareholders meeting GTS-Vox attached thereto are true and correct copies of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSC; (h) a duly executed signature page to the Transition Services Agreementsuch documents; (i) evidence of receipt a certificate of the Required Consents;First Deputy of the General Director of MTU-Inform certifying the names and signatures of the officers of MTU-Inform authorized to sign this Agreement and the other documents to be delivered hereunder; and (j) possession statements from each of the Purchased Assets; (k) a certificate duly executed by SellerPresident and the chief accounting officer of each of GTS-Vox, pursuant to treasury regulations section 1.1445MTU-2(b), stating under penalties of perjury Inform and AOZT that Seller is not a foreign person within the meaning of Section 1445 of the Code; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and (n) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of the Closing Date, AOZT has no debts, obligations or other Liabilities and that all reports required to be filed prior to the Closing Date as are expressly required under the terms with any governmental authority by or on behalf of this AgreementAOZT have been filed, other than those listed in Schedule 1.04(j).

Closing Deliveries by the Seller. At Subject to Section 5.04(b), at the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) a duly executed deed in recordable form and otherwise in the bring-down certificates referred form customarily u2sed in the applicable jurisdiction, together with completed transfer tax declarations or exemptions, assignments of title policies, leases and contracts and bills of sale necessary to in Sections 3.5(a) and 3.5(b)convey to the Purchaser's designated Affiliate title to any REO Property; (b) the Xxxx of Sale and such other instruments, in form and substance reasonably satisfactory to the Purchaser and the Seller, as may be reasonably requested by the Purchaser to transfer the Purchased Assets to the Purchaser or evidence such transfer on the public records; (c) executed counterparts of each other Ancillary Agreement to which the Seller is a party; (d) a certificate signed by of a senior duly authorized officer of the Seller certifying (i) the articles and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signatures; (c) a certificate of status (or equivalent) for the Seller issued within two (2) days prior as to the Closing; (d) all deeds, assignments, bills of sale and other conveyancing documents required to be executed and delivered by Seller or a Subsidiary of the Seller to transfer the various categories of Purchased Assets described matters set forth in Section 2.1 and for the Purchaser to assume the Assumed Liabilities6.02(a); (e) a certificate, duly executed signature page by the Secretary of the Seller, certifying on behalf of the Seller (i) as to the Escrow Agreementeffectiveness of the Seller's Articles of Incorporation and Bylaws; and (ii) as to the valid adoption of resolutions of the Board of Directors of the Seller evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby; (f) a duly executed signature page assignments and other transfer documents in recordable form necessary to transfer all Loan Documents and Transferred Rights to the Non-Compete AgreementPurchaser or as directed by the Purchaser together with UCC-3 financing statements; (g) originals of the Loan Documents for each Loan and Special Loan, including, but not limited to, the following: (i) with respect to every Loan and Special Loan for which a duly note was to be issued pursuant to the Loan Documents, the original note bearing all intervening endorsements, endorsed by an allonge attached thereto or endorsed in favor of the Purchaser or the Purchaser's designee or, if the original note is not included therein, then a lost note affidavit and indemnity with a copy of the note attached thereto; (ii) the original mortgage or analogous document, with evidence of recording thereon, and, if the mortgage was executed request form pursuant to a power of attorney, a true copy of the power of attorney, with evidence of recording thereon (kabunushi-meibo-meigi-kakikae-seikyusho) if recording is customary in the name jurisdiction in which such power of attorney was executed), assignments, or in the case of an original mortgage that has been lost after recordation, a certification by the appropriate county recording office where such mortgage is recorded that such copy is a true and complete copy of the Seller original recorded mortgage; (iii) the originals of all agreements modifying a money term or other material modification, consolidation and extension agreements, if any, with, if applicable, evidence of recording thereon, or if such original modification, consolidation and extension agreements have been delivered to the appropriate recording office for recordation and either have not yet been returned with evidence of recordation thereon or have been lost after recordation, true copies of such modifications, consolidations and extensions certified by the Seller; (iv) originals of all intervening assignments of mortgage, if any, with evidence of recording thereon or, if such original assignments of mortgage have been delivered to the appropriate recorder's office for recordation or have been lost, certified true copies of such assignments of mortgage certified by the Seller; (v) the original or a copy of each guaranty, if any, constituting additional security for the repayment of such loan; (vi) the original title insurance policy, or in order the event such original title insurance policy has not been issued, a binder, actual "marked-up" title commitment, pro forma policy, or an agreement to register provide any of the foregoing pursuant to binding escrow instructions executed by the title company or its authorized agent, with the original title insurance policy to follow; (A) copies of UCC financing statements (together with all assignments thereof) filed in connection with a Loan or Special Loan and (B) UCC-2 or UCC-3 financing statements assigning such UCC financing statements to the Purchaser as or its designee executed and delivered in connection with the holder Loan or Special Loan; (viii) to the extent in the Seller's or any of its Affiliate's possession or control or reasonably obtainable by the Seller or its Affiliates, copies of the CCSC Shares on related ground lease(s), if any, related to any Loan or Special Loan where the shareholders book borrower is the lessee under such ground lease and there is a lien in favor of the mortgagee in such lease; (kabunushiix) copies of any Loan Agreements, lock-meibobox agreements (together with such executed assignments, directions and other documents as may be required to transfer any lock-box or collateral account arrangement to the Purchaser or its designee) and intercreditor agreements, if any, related to any Loan or Special Loan; (x) the original of CCSCeach letter of credit, if any, constituting additional collateral for each Loan and Special Loan (other than letters of credit representing tenant security deposits which have been collaterally assigned to the lender), which shall be assigned and delivered to the Purchaser or its designee; (xi) the original or a copy of the environmental indemnity agreement, if a6ny, related to any Loan or Special Loan; (xii) to the extent in the Seller's or any of its Affiliate's possession or control or reasonably obtainable by the Seller or its Affiliates, copies of third party management agreements, if any, for all hotels and for such other real properties securing Loans; (xiii) to the extent in the Seller's or any of its Affiliate's possession or control or reasonably obtainable by the Seller or its Affiliates, the original of any environmental insurance policy or if the original is held by the related borrower, a copy thereof; (xiv) a copy of any affidavit and indemnification agreement in favor of the lender; (xv) to the extent in Seller's possession or control or reasonably obtainable by the Seller or its Affiliates, with respect to hospitality properties, a copy of any franchise agreement, franchise comfort letter and applicable assignment or transfer documents; (xvi) copies of any interest rate cap agreements (or other interest rate protection agreements) and the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSC;related confirmations; and (xvii) any participation or co-lending agreement. (h) a duly true and complete copies of the Transferred IP Agreements and the Transferred Lease Agreements, and an executed signature page assignment and assumption agreement with respect to the Transition Services Agreementforegoing; (i) written evidence of receipt of the each Required ConsentsConsent; (j) Domain Name Agreement and Assignment with respect to XXXXxxxx.xxx, substantially in the form attached hereto as Exhibit 2.06(j) (the "Domain Name Agreement"); (k) to the extent in Seller's or any of its Affiliate's possession or control or reasonably obtainable by the Seller or its Affiliates, true and complete copies of all leases, contracts and agreements relating to any REO Property; (l) such documents as may be required to transfer to the Purchaser or its designee, as directed by the Purchaser, all accounts maintained by or for the Seller or its Affiliates in connection with the Purchased Assets; (m) all insurance policy certificates and evidence of insurance pertaining to the Purchased Assets; and (n) written notices, as requested by the Purchaser, to obligors, tenants and other Persons as reasonably determined by the Purchaser, notifying such Persons of the sale and transfer of the Purchased Assets; (ko) a certificate duly executed by Seller, pursuant with respect to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 Intellectual Property listed in Sections 3.10(b)(i) and 3.10(b)(iii) of the Code; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Disclosure Schedule, the Seller has requested, shall have delivered to the extent available, Purchaser a Tax clearance certificate, full and to the extent not available, a certificate complete copy of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvaniasuch Intellectual Property; and (np) such other stockholder approvalsdocuments as the Purchaser or its counsel may reasonably request to transfer to the Purchaser or its designee good title the Purchased Assets, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of the Closing Date as are expressly required under the terms of this Agreementsubject to Permitted Encumbrances.

Closing Deliveries by the Seller. At the Closing, the Seller Parties shall deliver or cause to be delivered to the Purchaser: (a) executed counterparts of each Ancillary Agreement and such other instruments, in form and substance satisfactory to both the bring-down certificates referred Purchaser and the Seller, as may be requested by the Purchaser to in Sections 3.5(a) and 3.5(b)transfer the Purchased Assets to the Purchaser pursuant to the terms of their Agreement or evidence such transfer on the public records; (b) a certificate signed by receipt for a senior officer of cash payment in the Seller certifying (i) amount equal to the articles and by-laws of Closing Date Cash Consideration less the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signaturesClaims Escrow Deposit; (c) a certificate true and complete copy, certified by a member of status (or equivalent) for the Seller issued within two (2) days prior Seller, of the resolutions duly and validly adopted by all of the members of the Seller, all in form and substance reasonably acceptable to the ClosingPurchaser, evidencing their authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the performance of the transactions contemplated hereby and thereby; (d) all deeds, assignments, bills a certificate of sale and other conveyancing documents required to be executed and delivered by Seller a manager or a Subsidiary member of the Seller as to transfer matters that are customary with respect to transactions of the various categories type contemplated by this Agreement, including its certificate of Purchased Assets described in Section 2.1 formation and for the Purchaser to assume the Assumed Liabilitiesmanager incumbency; (e) good standing certificates for the Seller from the Secretary of State of the jurisdiction of its organization and from the Secretary of State in each other jurisdiction in which the properties owned or leased by the Seller, or the operation of its business in such jurisdiction, requires the Seller to qualify to do business as a duly executed signature page foreign limited liability company, in each case dated as of a date not earlier than ten (10) Business Days prior to the Escrow Agreement;Closing; and (f) a duly executed signature page evidence of transfer of the Domain Names to the Non-Compete Agreement;Purchaser pursuant to the Assignment of Domain Names substantially in the form attached hereto as Exhibit K (the “Assignment of Domain Names”); and (g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name possession or control of the Seller in order to register the Purchaser as the holder of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSC; (h) a duly executed signature page to the Transition Services Agreement; (i) evidence of receipt of the Required Consents; (j) possession of all the Purchased Assets; (k) Assets of a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 of the Code; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and (n) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of the Closing Date as are expressly required under the terms of this Agreementtangible nature.

Closing Deliveries by the Seller. At In addition to any other documents to be delivered under other provisions of this Agreement, at or prior to the Closing, the Seller shall deliver deliver, or shall cause the Companies to be delivered deliver, to the Purchaser: (a) original stock certificates representing all of the bring-down certificates referred to in Sections 3.5(a) Seller’s Stock and 3.5(b)original minute books of the Companies and the Subsidiary; (b) a certificate signed by a senior officer instruments of the Seller certifying (i) the articles and by-laws transfer of the Seller’s Stock, (ii) validly executed by Seller evidencing the resolution transfer of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized ’s Stock to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signaturesPurchaser; (c) a certificate of status (or equivalent) for Seller dated as of the Closing Date, in accordance with Treasury Regulation Section 1.1445-2(b), certifying that Seller issued within two (2) days prior to the Closingis not a foreign person; (d) all deeds, assignments, bills of sale written resignations and other conveyancing documents required to be executed and delivered by Seller or a Subsidiary releases from each of the Seller directors and officers of the Companies (in their capacity as such) that Purchaser has requested to transfer resign effective as of the various categories of Purchased Assets described in Section 2.1 and for the Purchaser to assume the Assumed LiabilitiesClosing; (e) a duly executed signature page certificate of an officer of Seller, dated as of the Closing Date, to the Escrow Agreementeffect that the conditions specified in Section 6.02(a) and (b) have been satisfied; (f) a duly executed signature page certificate of the Secretary or other authorized officer of Seller, dated as of the Closing Date, certifying as to the Non-Compete Agreementresolutions or actions of Seller’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Seller executing this Agreement and any other documents being executed in connection with the consummation of the transactions contemplated hereby; (g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name certificate of the Seller in order to register the Purchaser as the holder Secretary of each of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSCCompanies, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares dated as of the Closing Date duly certified by Date, certifying as to the representative director resolutions or actions of CCSC such Company’s board of directors approving the execution and a copy delivery of this Agreement and the consummation of the minutes transactions contemplated hereby, and certifying to the incumbency of the shareholders meeting officers of CCSC approving such Company executing this Agreement and any other documents being executed in connection with the transfer consummation of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSCtransactions contemplated hereby; (h) the certificates of incorporation (or similar organizational documents) of the Companies (certified by the Secretary of State of the applicable jurisdiction of incorporation or formation) and a duly executed signature page certificate of good standing from the applicable jurisdiction of incorporation and each other jurisdiction in which the Companies are qualified to do business, each dated within twenty (20) Business Days prior to the Transition Services AgreementClosing Date; (i) evidence originals, if available, or copies of receipt each Permit set forth in Section 2.07(i) of the Required ConsentsDisclosure Schedule; (j) possession of the Purchased AssetsTransition Services Agreement, duly executed by Seller; (k) a certificate the Trademark License Agreement, duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 of the Codeand Purchaser; (l) a properly the Technology License Agreement, duly executed IRS Form W-9 from Sellerby Seller and Purchaser; (m) evidence of the release of any Liens upon the Seller’s Stock and the assets of the Companies (other than Permitted Liens set forth in Section 2.07(m) of the Disclosure Schedule) and the payment of any Indebtedness, in form and substance reasonably satisfactory to Purchaser that Seller has requestedPurchaser; (n) evidence of the consents set forth in Section 2.07(n) of the Disclosure Schedule, in the form and substance reasonably satisfactory to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and PennsylvaniaPurchaser; and (no) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of agreed to by the Closing Date as are expressly required under the terms of this AgreementParties prior to Closing.

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) a xxxx of sale substantially in the bring-down certificates referred to form of Exhibit 2.05(a)(i) (the ”Xxxx of Sale”), an assignment of Owned Intellectual Property substantially in Sections 3.5(athe form of Exhibit 2.05(a)(ii) (the ”Assignment of Owned Intellectual Property”) and 3.5(ban assumption agreement substantially in the form of Exhibit 2.05(a)(iii) (the “Assumption Agreement,” and together with the Xxxx of Sale, the Assignment of Owned Intellectual Property, the Intellectual Property License Agreement, the Training Agreement, the Manufacturing Agreement, the Distribution Agreement and the Transition Services Agreement, the ”Ancillary Agreements”), executed counterparts of each of the Ancillary Agreements and such other instruments, in form and substance reasonably satisfactory to the Purchaser, as may be reasonably requested by the Purchaser to transfer the Purchased Assets to the Purchaser or to evidence such transfer on the public records; (b) a certificate signed true and complete copy, certified by a senior officer representative director of the Seller of the resolutions duly and validly adopted by the Board of Directors and the shareholders of the Seller evidencing their authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby; (c) certificates of the representative directors of the Seller certifying (i) the articles names and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons officers of the Seller authorized to sign this Agreement and/or any of and the Ancillary Agreements and the other documents contemplated herein on behalf of the Seller to be delivered hereunder and certifying the genuineness of such signatures; (c) a certificate of status (or equivalent) for the Seller issued within two (2) days prior to the Closingthereunder; (d) all deeds, assignments, bills of sale and other conveyancing documents required to be executed and delivered by Seller or a Subsidiary of the Seller to transfer the various categories of Purchased Assets described in Section 2.1 and for the Purchaser to assume the Assumed Liabilities; (e) a duly executed signature page to the Escrow Agreement; (f) a duly executed signature page to the Non-Compete Agreement; (g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name of the Seller in order to register the Purchaser as the holder of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSC; (h) a duly executed signature page to the Transition Services Agreement; (i) evidence of receipt of the Required Consents; (j) possession of the Purchased Assets; (k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 of the Code; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and (n) such other stockholder approvals, Governmental Authority approvals, documents, instrumentsopinions, certificates and other documents dated as of required to be delivered pursuant to Section 8.02; and (e) receipt for the Closing Date as are expressly required under Purchase Price less the terms of this AgreementHoldback Amount.

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) original duly executed original instruments of transfer and sold notes for the bring-down certificates referred to Ibis China Investment Shares and the NewCo1 Shares in Sections 3.5(a) and 3.5(b)favor of the Purchaser; (b) to the extent permitted by Law, share certificates in the name of the Purchaser, representing the Purchaser’s ownership of the Target Shares; (c) the written resignations (together with a release of claims against Ibis China Investment, NewCo1 and their respective Subsidiaries), effective as of the Closing, of all of the directors and officers of Ibis China Investment, NewCo1 and their respective Subsidiaries, except for the Excluded Entities and for such persons as shall have been designated in writing prior to the Closing by Purchaser Parent or the Purchaser to the Seller; (d) the deliverables set forth in Section 2.03 of the NewCo2 Subscription Agreement; (e) the general release and discharge from the Seller and the Seller Affiliates referred to in Section 6.09 in the form and substance attached hereto as Exhibit A; (f) counterparts of each Closing Document to which the Seller, Seller Parent or any Seller Affiliate is a party, duly executed by each of the Seller, Seller Parent and/or Seller Affiliate (as the case may be); (g) true and complete copies of the resolutions duly and validly adopted by the boards of directors of the Seller and NewCo2 (i) evidencing their authorization of the execution and delivery of each Transaction Document to which the Seller or NewCo2, as the case may be, is a party, and (ii) certifying the names and signatures of the officers of the Seller or NewCo2 authorized to sign the relevant Transaction Document and the other documents to be delivered hereunder and thereunder; and (h) a certificate signed by of a senior duly authorized officer of the Seller certifying (i) the articles and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signatures; (c) a certificate of status (or equivalent) for the Seller issued within two (2) days prior as to the Closing; (d) all deeds, assignments, bills of sale and other conveyancing documents required to be executed and delivered by Seller or a Subsidiary of the Seller to transfer the various categories of Purchased Assets described matters set forth in Section 2.1 and for the Purchaser to assume the Assumed Liabilities; (e) a duly executed signature page to the Escrow Agreement; (f) a duly executed signature page to the Non-Compete Agreement; (g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name of the Seller in order to register the Purchaser as the holder of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSC; (h) a duly executed signature page to the Transition Services Agreement; (i) evidence of receipt of the Required Consents; (j) possession of the Purchased Assets; (k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b8.02(a), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 of the Code; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and (n) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of the Closing Date as are expressly required under the terms of this Agreement.

Closing Deliveries by the Seller. At or prior to the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) executed bills of sale, instruments of assignment, certificates of title and other conveyance documents, dated as of the bring-down certificates referred Closing Date, transferring to the Purchaser all of the Seller’s right, title and interest in Sections 3.5(aand to the Purchased Assets, together with possession of the Purchased Assets, including the Bxxx of Sale substantially in the form of Exhibit 3.2(a) and 3.5(b(the “Bxxx of Sale”); (b) a certificate signed by a senior officer documents evidencing the assignment of the Seller certifying Assigned Contracts and the assignment of any assignable Permits, including the Assignment and Assumption Agreement substantially in the form of Exhibit 3.2(b) (i) the articles “Assignment and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signaturesAssumption Agreement”); (c) a certificate certificates representing the Acquired Equity Interests, duly endorsed in blank or accompanied by duly executed stock powers or other instruments of status (or equivalent) for the Seller issued within two (2) days prior assignment requested by and reasonably satisfactory in form and substance to the ClosingPurchaser; (d) all deedscorporate seals, assignmentsminute books, bills of sale charter documents, stock transfer records, record books, original Tax and financial records and such other conveyancing documents required to be executed files, books and delivered by Seller or a Subsidiary records of the Seller to transfer the various categories of Purchased Assets described in Section 2.1 and for the Purchaser to assume the Assumed LiabilitiesAcquired Subsidiaries; (e) a duly executed signature page copies of all Tax Returns and related material working papers with respect to Taxes of Seller and the Escrow AgreementAcquired Subsidiaries; (f) a duly executed signature page to the Non-Compete Agreement; (g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name non foreign person affidavit of the Seller in order to register the Purchaser as the holder of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares dated as of the Closing Date duly certified by Date, sworn under penalty of perjury and in form and substance required under the representative director of CCSC and a copy Treasury Regulations issued pursuant to Section 1445 of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSC; (h) a duly executed signature page to the Transition Services Agreement; (i) evidence of receipt of the Required Consents; (j) possession of the Purchased Assets; (k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b)Code, stating under penalties of perjury that the Seller is not a “foreign person within the meaning of person” as defined in Section 1445 of the Code; (lg) copies of all instruments, certificates, documents and 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 a properly executed IRS Form W-9 from Sellerform reasonably satisfactory to the Purchaser; (mh) evidence reasonably satisfactory copies of the waivers, consents and approvals set forth on Schedule 3.2(h) if such waivers, consents and approvals are required to Purchaser that be obtained by the Seller has requestedto validly transfer and assign any Assigned Contract in accordance with its terms after giving effect to the relevant provisions of the Bankruptcy Code and the Sale Order (the “Required Consents”), to the extent availableobtained; (i) duly executed and acknowledged special warranty deeds in respect of the Owned Real Property in recordable form, a Tax clearance certificateduly executed title affidavits and gap indemnities in the form reasonably required by the title company issuing the Purchaser’s title insurance policy for the Owned Real Property and such other transfer, recordation and deed intake forms and other statements, disclosures, documents and certifications reasonably and customarily required to convey real property in the extent not available, jurisdictions in which the Owned Real Property are located; (j) a certificate executed by a duly authorized officer of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey Seller certifying that the conditions set forth in Sections 8.3(b) and Pennsylvania8.3(c) have been satisfied; and (nk) such all other stockholder approvalscertificates, Governmental Authority approvals, documents, instruments, certificates agreements and other documents dated as of required by this Agreement to be delivered by the Seller at or prior to the Closing Date as are expressly required under in connection with the terms of transactions contemplated by this Agreement.

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) original duly executed original instruments of transfer and sold notes for the bring-down certificates referred to Ibis China Investment Shares and the NewCo1 Shares in Sections 3.5(a) and 3.5(b)favor of the Purchaser; (b) to the extent permitted by Law, share certificates in the name of the Purchaser, representing the Purchaser’s ownership of the Target Shares; (c) the written resignations (together with a release of claims against Ibis China Investment, NewCo1 and their respective Subsidiaries), effective as of the Closing, of all of the directors and officers of Ibis China Investment, NewCo1 and their respective Subsidiaries, except for the Excluded Entities and for such persons as shall have been designated in writing prior to the Closing by Purchaser Parent or the Purchaser to the Seller; 24 (d) the deliverables set forth in Section 2.03 of the NewCo2 Subscription Agreement; (e) the general release and discharge from the Seller and the Seller Affiliates referred to in Section 6.09 in the form and substance attached hereto as Exhibit A; (f) counterparts of each Closing Document to which the Seller, Seller Parent or any Seller Affiliate is a party, duly executed by each of the Seller, Seller Parent and/or Seller Affiliate (as the case may be); (g) true and complete copies of the resolutions duly and validly adopted by the boards of directors of the Seller and NewCo2 (i) evidencing their authorization of the execution and delivery of each Transaction Document to which the Seller or NewCo2, as the case may be, is a party, and (ii) certifying the names and signatures of the officers of the Seller or NewCo2 authorized to sign the relevant Transaction Document and the other documents to be delivered hereunder and thereunder; and (h) a certificate signed by of a senior duly authorized officer of the Seller certifying (i) the articles and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signatures; (c) a certificate of status (or equivalent) for the Seller issued within two (2) days prior as to the Closing; (d) all deeds, assignments, bills of sale and other conveyancing documents required to be executed and delivered by Seller or a Subsidiary of the Seller to transfer the various categories of Purchased Assets described matters set forth in Section 2.1 and for the Purchaser to assume the Assumed Liabilities; (e) a duly executed signature page to the Escrow Agreement; (f) a duly executed signature page to the Non-Compete Agreement; (g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name of the Seller in order to register the Purchaser as the holder of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSC; (h) a duly executed signature page to the Transition Services Agreement; (i) evidence of receipt of the Required Consents; (j) possession of the Purchased Assets; (k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b8.02(a), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 of the Code; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and (n) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of the Closing Date as are expressly required under the terms of this Agreement.

Closing Deliveries by the Seller. At Subject to Section 5.04(b), at the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) a duly executed deed in recordable form and otherwise in the bring-down certificates referred form customarily used in the applicable jurisdiction, together with completed transfer tax declarations or exemptions, assignments of title policies, leases and contracts and bills of sale necessary to in Sections 3.5(a) and 3.5(b)convey to the Purchaser’s designated Affiliate title to any REO Property; (b) the Bxxx of Sale and such other instruments, in form and substance reasonably satisfactory to the Purchaser and the Seller, as may be reasonably requested by the Purchaser to transfer the Purchased Assets to the Purchaser or evidence such transfer on the public records; (c) executed counterparts of each other Ancillary Agreement to which the Seller is a party; (d) a certificate signed by of a senior duly authorized officer of the Seller certifying (i) the articles and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signatures; (c) a certificate of status (or equivalent) for the Seller issued within two (2) days prior as to the Closing; (d) all deeds, assignments, bills of sale and other conveyancing documents required to be executed and delivered by Seller or a Subsidiary of the Seller to transfer the various categories of Purchased Assets described matters set forth in Section 2.1 and for the Purchaser to assume the Assumed Liabilities6.02(a); (e) a certificate, duly executed signature page by the Secretary of the Seller, certifying on behalf of the Seller (i) as to the Escrow Agreementeffectiveness of the Seller’s Articles of Incorporation and Bylaws; and (ii) as to the valid adoption of resolutions of the Board of Directors of the Seller evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby; (f) a duly executed signature page assignments and other transfer documents in recordable form necessary to transfer all Loan Documents and Transferred Rights to the Non-Compete AgreementPurchaser or as directed by the Purchaser together with UCC-3 financing statements; (g) originals of the Loan Documents for each Loan and Special Loan, including, but not limited to, the following: (i) with respect to every Loan and Special Loan for which a duly note was to be issued pursuant to the Loan Documents, the original note bearing all intervening endorsements, endorsed by an allonge attached thereto or endorsed in favor of the Purchaser or the Purchaser’s designee or, if the original note is not included therein, then a lost note affidavit and indemnity with a copy of the note attached thereto; (ii) the original mortgage or analogous document, with evidence of recording thereon, and, if the mortgage was executed request form pursuant to a power of attorney, a true copy of the power of attorney, with evidence of recording thereon (kabunushi-meibo-meigi-kakikae-seikyusho) if recording is customary in the name jurisdiction in which such power of attorney was executed), assignments, or in the case of an original mortgage that has been lost after recordation, a certification by the appropriate county recording office where such mortgage is recorded that such copy is a true and complete copy of the Seller original recorded mortgage; (iii) the originals of all agreements modifying a money term or other material modification, consolidation and extension agreements, if any, with, if applicable, evidence of recording thereon, or if such original modification, consolidation and extension agreements have been delivered to the appropriate recording office for recordation and either have not yet been returned with evidence of recordation thereon or have been lost after recordation, true copies of such modifications, consolidations and extensions certified by the Seller; (iv) originals of all intervening assignments of mortgage, if any, with evidence of recording thereon or, if such original assignments of mortgage have been delivered to the appropriate recorder’s office for recordation or have been lost, certified true copies of such assignments of mortgage certified by the Seller; (v) the original or a copy of each guaranty, if any, constituting additional security for the repayment of such loan; (vi) the original title insurance policy, or in order the event such original title insurance policy has not been issued, a binder, actual “marked-up” title commitment, pro forma policy, or an agreement to register provide any of the foregoing pursuant to binding escrow instructions executed by the title company or its authorized agent, with the original title insurance policy to follow; (vii) (A) copies of UCC financing statements (together with all assignments thereof) filed in connection with a Loan or Special Loan and (B) UCC-2 or UCC-3 financing statements assigning such UCC financing statements to the Purchaser as or its designee executed and delivered in connection with the holder Loan or Special Loan; (viii) to the extent in the Seller’s or any of its Affiliate’s possession or control or reasonably obtainable by the Seller or its Affiliates, copies of the CCSC Shares on related ground lease(s), if any, related to any Loan or Special Loan where the shareholders book borrower is the lessee under such ground lease and there is a lien in favor of the mortgagee in such lease; (kabunushiix) copies of any Loan Agreements, lock-meibobox agreements (together with such executed assignments, directions and other documents as may be required to transfer any lock-box or collateral account arrangement to the Purchaser or its designee) and intercreditor agreements, if any, related to any Loan or Special Loan; (x) the original of CCSCeach letter of credit, if any, constituting additional collateral for each Loan and Special Loan (other than letters of credit representing tenant security deposits which have been collaterally assigned to the lender), which shall be assigned and delivered to the Purchaser or its designee; (xi) the original or a copy of the environmental indemnity agreement, if any, related to any Loan or Special Loan; (xii) to the extent in the Seller’s or any of its Affiliate’s possession or control or reasonably obtainable by the Seller or its Affiliates, copies of third party management agreements, if any, for all hotels and for such other real properties securing Loans; (xiii) to the extent in the Seller’s or any of its Affiliate’s possession or control or reasonably obtainable by the Seller or its Affiliates, the original of any environmental insurance policy or if the original is held by the related borrower, a copy thereof; (xiv) a copy of any affidavit and indemnification agreement in favor of the lender; (xv) to the extent in Seller’s possession or control or reasonably obtainable by the Seller or its Affiliates, with respect to hospitality properties, a copy of any franchise agreement, franchise comfort letter and applicable assignment or transfer documents; (xvi) copies of any interest rate cap agreements (or other interest rate protection agreements) and the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSC;related confirmations; and (xvii) any participation or co-lending agreement. (h) a duly true and complete copies of the Transferred IP Agreements and the Transferred Lease Agreements, and an executed signature page assignment and assumption agreement with respect to the Transition Services Agreementforegoing; (i) written evidence of receipt of the each Required ConsentsConsent; (j) Domain Name Agreement and Assignment with respect to CXXXxxxx.xxx, substantially in the form attached hereto as Exhibit 2.06(j) (the “Domain Name Agreement”); (k) to the extent in Seller’s or any of its Affiliate’s possession or control or reasonably obtainable by the Seller or its Affiliates, true and complete copies of all leases, contracts and agreements relating to any REO Property; (l) such documents as may be required to transfer to the Purchaser or its designee, as directed by the Purchaser, all accounts maintained by or for the Seller or its Affiliates in connection with the Purchased Assets; (m) all insurance policy certificates and evidence of insurance pertaining to the Purchased Assets; and (n) written notices, as requested by the Purchaser, to obligors, tenants and other Persons as reasonably determined by the Purchaser, notifying such Persons of the sale and transfer of the Purchased Assets; (ko) a certificate duly executed by Seller, pursuant with respect to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 Intellectual Property listed in Sections 3.10(b)(i) and 3.10(b)(iii) of the Code; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Disclosure Schedule, the Seller has requested, shall have delivered to the extent available, Purchaser a Tax clearance certificate, full and to the extent not available, a certificate complete copy of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvaniasuch Intellectual Property; and (np) such other stockholder approvalsdocuments as the Purchaser or its counsel may reasonably request to transfer to the Purchaser or its designee good title the Purchased Assets, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of the Closing Date as are expressly required under the terms of this Agreementsubject to Permitted Encumbrances.

Closing Deliveries by the Seller. At the Closing, the Seller shall execute and deliver or cause to be delivered to the PurchaserBuyer: (a) The right to immediate possession of the bring-down certificates referred to in Sections 3.5(a) and 3.5(b);Acquired Assets. (b) a certificate signed A Xxxx of Sale in the form attached as Exhibit B, and such other instruments of transfer and conveyance as may reasonably be requested by the Buyer, in each case executed by a senior duly authorized officer of the Seller. (c) Certificates representing all of the issued and outstanding capital stock of the Xxxxxx Subsidiaries, together with duly endorsed stock transfer powers therefor. (d) Those consents specified in Section 2.5(d) to the Disclosure Schedule; (e) The Assignment and Assumption Agreements, in the forms attached as Exhibit C-1 (Contracts) and C-2 (Leases), executed by a duly authorized officer of the Seller with respect to the Assumed Contracts. (f) Copies of the discharges or pay-off letters, as applicable, of all Encumbrances, UCC financing statements or other loan documents listed on Section 2.5(f) to the Disclosure Schedule. (g) An Estoppel and Consent Certificate for each lease or sublease listed in Section 3.9(a) of the Disclosure Schedule executed by the landlord in any such lease or sublease, in form reasonably satisfactory to the Buyer. (h) An opinion of counsel to the Seller, addressed to the Buyer and dated as of the Closing Date, as to the due organization, valid existence and capitalization of the Xxxxxx Subsidiaries, their due qualification/licensure to conduct business, the Seller's ownership of and due authorization to sell and transfer to the Buyer all of the equity securities of the Xxxxxx Subsidiaries, the due approval by the Canadian Sub of the transfer of all of the issued and outstanding capital stock of the Canadian Sub from the Seller to the Buyer, the sufficiency of the foreign Governmental Authorizations obtained to effect such transfer and sale and to permit the Buyer to continue to conduct the Business post-Closing where and in the manner conducted by the Xxxxxx Subsidiaries immediately prior to the Closing, the validity, binding nature and enforceability of the Operative Documents with respect to such transfer and sale, and the matters specified in Section 3.3 with respect to the Xxxxxx Subsidiaries. In rendering such opinion, such counsel may rely upon certificates of public officers, as to matters governed by the laws of jurisdictions other than Ohio, New York or the federal laws of the United States of America, upon opinions of counsel reasonably satisfactory to the Buyer, and, as to matters of fact, upon certificates of officers of the Seller, copies of which opinions and certificates shall be contemporaneously delivered to the Buyer. (i) Certificates issued as of a recent date (i) by the Secretary of State of the State of Delaware certifying as to the legal existence and active status of the Seller and of the Parent, and (ii) by the U.K. Registrar of Companies certifying as to the legal existence and good standing of the U.K. Sub. (j) A Certificate of Compliance issued as of a recent date by Industry Canada, Corporation Directorate certifying as to the incorporation and continued existence and good standing of the Canadian Sub. (k) A letter issued by the Division of Revenue of the State of Delaware ("DOR"), dated within ten (10) days of the Closing Date, indicating that the Seller is current with respect to the payment of Delaware state income Taxes. (l) A completed application, including Form T2062, to obtain a clearance certificate pursuant to Section 116 of the ITA in respect of the disposition of the shares of the Canadian Sub by the Seller. If the Seller has not previously applied for such a clearance certificate, the Seller undertakes to forthwith submit the application to the Canada Customs and Revenue Agency upon completion of the Closing and to use best efforts to obtain the clearance -13- certificate within 30 days after the end of the month in which the Buyer acquires the shares of the Canadian Sub. The Seller agrees to provide a copy of the clearance certificate to the Buyer upon receipt of same from the Canada Customs and Revenue Agency. (m) Certificates of the Secretaries of the Seller and the Parent, in form reasonably satisfactory to the Buyer, dated the Closing Date and certifying, respectively, as to (i) the articles incumbency and by-laws genuine signature of each of the Seller's and the Parent's officers who executed the Operative Documents, (ii) the resolution written consents of the Seller's directors approving and the subject matter Parent's stockholders and directors, respectively authorizing (a) the Seller to undertake the transactions contemplated hereunder, (b) the Parent to enter into the Agreement and to indemnify the Buyer in accordance with the provisions of this Article 9 hereunder, (c) their signatories to execute and deliver the Agreement and all other documents and instruments required to effect such transactions, such resolutions and consents having been duly adopted and being in full force and effect on the Closing Date, and (iii) the signatures written consent of the persons authorized to sign this Agreement and/or any Canadian Sub approving the transfer of all of the documents contemplated herein issued and outstanding capital stock of the Canadian Sub from the Seller to the Buyer, such consent having been duly adopted and being in full force and effect on behalf the Closing Date. (n) Officer's Certificates of the Seller and the Parent, each dated the Closing Date and certifying that (i) the genuineness of such signatures; (c) a certificate of status (or equivalent) for Seller's and the Seller issued within two (2) days prior to the Closing; (d) all deeds, assignments, bills of sale Parent's representations and other conveyancing documents required to be executed warranties contained in Article 3 are true and delivered by Seller or a Subsidiary of the Seller to transfer the various categories of Purchased Assets described in Section 2.1 correct on and for the Purchaser to assume the Assumed Liabilities; (e) a duly executed signature page to the Escrow Agreement; (f) a duly executed signature page to the Non-Compete Agreement; (g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name of the Seller in order to register the Purchaser as the holder of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by with the representative director of CCSC same force and effect as though made on such date, and that (ii) with respect to each Benefit Plan that is a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSC; (h) a duly executed signature page to the Transition Services Agreement; (i) evidence of receipt of the Required Consents; (j) possession of the Purchased Assets; (k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person "group health plan" within the meaning of Section 1445 607 of ERISA and that is subject to Section 4980B of the Code;, the Seller and each ERISA Affiliate of the Seller have complied in all respects with the continuation coverage requirements of the Code and ERISA. (lo) a properly A duly executed IRS Form W-9 from Certificate of Amendment to the Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested's Certificate of Incorporation, in form ready for filing, to the extent available, effect a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and (n) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as change of the Closing Date as are expressly required under Seller's name in accordance with the terms provisions of this Agreement.Section 6.9

Closing Deliveries by the Seller. At the Closing, Audiovox (as to items (e), (g) and (i)) or the Seller shall deliver or cause to be delivered to the Purchaser: (a) the bring-down certificates referred Assumption Agreement, the Bill of Sale, the Assignment of Intellectual Property, eacx Xssignment of Lease, the Trademark License Agreement and such other instruments, in form and substance reasonably satisfactory to in Sections 3.5(athe Purchaser, as may be reasonably requested by the Purchaser to transfer the Purchased Assets to the Purchaser or evidence such transfer on the public records, which request shall be provided to the Seller at least five (5) and 3.5(b)days before the Closing; (b) a certificate signed by a senior officer executed counterparts of each Ancillary Agreement to which the Seller certifying (i) is a party other than the articles and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized Ancillary Agreements delivered pursuant to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signaturesSection 2.05(a); (c) a certificate of status (or equivalent) receipt for the Seller issued within two (2) days prior to Purchase Price less the ClosingEscrow Amount; (d) all deedsa true and complete copy, assignmentscertified by the Secretary or an Assistant Secretary of the Seller, bills of sale the resolutions duly and other conveyancing documents required to be executed and delivered validly adopted by Seller or a Subsidiary the Board of Directors of the Seller to transfer evidencing its authorization of the various categories execution and delivery of Purchased Assets described in Section 2.1 this Agreement and for the Purchaser to assume Ancillary Agreements and the Assumed Liabilitiesconsummation of the transactions contemplated hereby and thereby; (e) a true and complete copies, certified by the Secretary or an Assistant Secretary of Audiovox of the resolutions duly executed signature page to and validly adopted by the Escrow AgreementBoard of Directors of Audiovox, evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (f) a duly executed signature page certificate of the Secretary or an Assistant Secretary of the Seller certifying the names and signatures of the officers of the Seller authorized to sign this Agreement and the Non-Compete AgreementAncillary Agreements and the other documents to be delivered hereunder and thereunder; (g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name certificates of the Seller in order to register Secretary or an Assistant Secretary of Audiovox certifying the Purchaser as the holder names and signatures of the CCSC Shares on officers of Audiovox authorized to sign this Agreement and the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller other documents to the Purchaser duly certified by the representative director of CCSCbe delivered hereunder; (h) a certificate of a duly executed signature page authorized officer of the Seller certifying as to itself as to the Transition Services Agreementmatters set forth in Section 7.02(a); (i) evidence a certificate of receipt a duly authorized officer of Audiovox certifying as to itself as to the Required Consents;matters set forth in Section 7.02(a); and (j) possession of the Purchased Assets; (k) a certificate duly executed by Seller, of non-foreign status (in a form reasonably acceptable to Purchaser) pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 2(b)(2) of the Code; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and (n) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of the Closing Date as are expressly required under the terms of this AgreementRegulations.