Common use of Closing Deliveries by the Sellers Clause in Contracts

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to Buyer the following items: (a) possession of the Purchased Assets; (b) a counterpart of each Transaction Document, duly executed by the Sellers and Parent, as applicable; (c) a certificate of the Secretary or other authorized officer of each Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer: (i) attaching the Charter Documents of such Seller and, to the extent possible, certified by the appropriate authority in the jurisdiction of its formation; and (ii) certifying as to the resolutions of the members of such Party and such Party’s board of managers authorizing the execution, delivery and performance of such Seller under this Agreement, each of the Transaction Documents to which it is a party and each of the transactions contemplated herein and therein; and (iii) attesting to the incumbency and signatures of the officers of such Seller; (d) certificates as to the good standing of each Seller and Parent, in each case issued within five (5) Business Days prior to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formation; (e) tax clearance, tax lien waiver, tax good standing certificate or equivalent for each Seller, issued by the State of New York and the Commonwealth of Massachusetts. (f) A certificate of an authorized officer of each Seller, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct as of the Closing Date, except as otherwise set forth in the Final Disclosure Schedules; (g) all Patent, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained in connection with the Business and relating to the Intellectual Property, and a current copy of all Patent, Trademark and other intellectual property dockets maintained in connection with the Business; (h) the Seller Letter of Credit, issued to the Escrow Agent (to be delivered on the next Business Day after the Closing in accordance with the terms hereof); (i) copies of all notices, consents, Permits and estoppels listed on Schedule 1.01(o) (collectively the “Material Consents”) and noted therein as being due at Closing; (j) certificates of title to all vehicles included as part of the Purchased Assets, duly endorsed by the applicable Seller for transfer to Buyer as of the Closing Date (provided, that timing of such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereon); (k) a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLP, with respect to (i) the valid existence and good standing of the Sellers, (ii) the limited liability company power of the Sellers to enter into this Agreement, (iii) the due authorization, execution and delivery of this Agreement by the Sellers and (iv) that the execution, delivery by the Sellers of their obligations under this Agreement does not violate the governing documents of such Sellers, in a form reasonably acceptable to Buyer; and (l) such other documents and instruments as Buyer shall reasonably request to consummate or evidence the transactions contemplated by the Transaction Documents.

Closing Deliveries by the Sellers. At On the ClosingClosing Date, the Sellers shall deliver or cause to be delivered to Buyer the Purchasers the following items: (a) possession of the Purchased Assets; (b) a counterpart of each Transaction Document, duly executed by the Sellers and Parent, as applicable; (c) a certificate of the Secretary or other authorized officer of each Sellercertificate, dated the Closing Date, in form and substance reasonably satisfactory to Buyer: (i) attaching the Charter Documents of such Seller and, to the extent possible, certified by the appropriate authority in the jurisdiction of its formation; and (ii) certifying as to the resolutions of the members of such Party and such Party’s board of managers authorizing the execution, delivery and performance of such Seller under this Agreement, each of the Transaction Documents to which it is a party and each of the transactions contemplated herein and therein; and (iii) attesting to the incumbency and signatures of the officers of such Seller; (d) certificates as to the good standing of each Seller and Parent, in each case issued within five (5) Business Days prior to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formation; (e) tax clearance, tax lien waiver, tax good standing certificate or equivalent for each Seller, issued by the State of New York and the Commonwealth of Massachusetts. (f) A certificate of an authorized officer of each Seller, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct as of the Closing Date, except signed by an officer of each of the Sellers and the Sellers’ Parent certifying as otherwise set forth to the satisfaction of the conditions specified in Section 8.1(a) and Section 8.1(b); (b) written resignations of each of the directors of the Company; (c) resolutions of the Sellers as shareholders of the Company duly appointing as directors of the Company each of the individuals designated in writing by the Purchasers prior to the Closing; (d) the shareholder registry (matrícula de acciones) of the Company evidencing (1) the transfer of the Shares to the Purchasers, free and clear of any and all Liens, (2) the cancellation of the share certificates issued to each Seller and (3) the issuance of one or more new share certificates in the Final Disclosure Schedulesname of the Purchasers representing all of the Shares; (e) the new share certificates issued to the Purchasers collectively representing the Shares; (f) executed copies of the Escrow Agreement, the Purchaser Transition Services Agreement and the Seller Transition Services Agreement; (g) all Patent(i) a certificate issued by the SUNAT certifying the taxable cost of the Shares for purposes of calculating the applicable Peruvian income tax levied on the capital gain, Trademarkif any, and Copyright files and file wrappers, and all other legal files and materials received or maintained in connection with arising from the Business and relating sale of the Shares to the Intellectual Property, Purchaser and (ii) a current copy of all Patentthe bank receipt evidencing the payment in full by the Sellers to the SUNAT of the Peruvian income tax levied on the capital gain, Trademark and other intellectual property dockets maintained in connection with if any, arising from the Business;sale of the Shares to the Purchaser; and (h) evidence that the Seller Letter of CreditCompany, issued to the Escrow Agent (to be delivered on the next Business Day after the Closing in accordance with the terms hereof); (i) copies of all notices, consents, Permits and estoppels listed on Schedule 1.01(o) (collectively the “Material Consents”) and noted therein as being due at Closing; (j) certificates of title to all vehicles included as part of the Purchased Assets, duly endorsed by the applicable Seller for transfer to Buyer as of the Closing Date (provided, that timing of such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereon); (k) a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLP, with respect to (i) the valid existence and good standing of the Sellers, (ii) the limited liability company power of the Sellers to enter into this Agreement, (iii) the due authorization, execution and delivery of this Agreement by the Sellers and (iv) that the executionSellers’ Parent, delivery as applicable, has, to the extent permitted by the Sellers Transferred Contracts, assigned the Transferred Contracts to the Company or, to the extent assignment is not permitted, has taken action to cause the benefits of their obligations under this Agreement does not violate the governing documents of such Sellers, in a form reasonably acceptable Transferred Contracts to Buyer; and (l) such other documents and instruments as Buyer shall reasonably request be available to consummate or evidence the transactions contemplated by the Transaction DocumentsCompany.

Closing Deliveries by the Sellers. At or prior to the Closing, the Sellers shall deliver will deliver, or cause to be delivered delivered, to Buyer the following itemsPurchaser: (a) possession copy of the Purchased Assetswritten consent of the Board of Managers of the Sellers authorizing and approving the transactions contemplated by this Agreement and the applicable Related Agreements, to the extent applicable to the Sellers; (b) a counterpart executed counterparts of each Transaction Document, duly executed by other Related Agreement to which the Sellers and Parent, as applicableor one of their Affiliates is a party; (c) the certificate required by Section 6.2(l)(i); (d) the D&O Tail Policy; (e) the Cyber and E&O Tail Policy; (f) a certificate copy of the Secretary Restructuring Agreement; (g) a copy of the Lender Acknowledgement; (h) the Payoff Letters in accordance with Section 4.6; (i) (i) a duly completed and executed Internal Revenue Service Form W-9 or other authorized officer (ii) a certificate, in a form reasonably acceptable to Purchaser, signed under penalty of each Sellerperjury and stating that, dated as of the Closing Date, each of the Sellers is not a “foreign person” within the meaning of Section 1445 of the Code and the Treasury Regulations promulgated thereunder; (j) original certificates representing all outstanding Purchased Interests of each Acquired Subsidiary to the extent they are certificated, and stock powers or assignments evidencing the conveyance of such Purchased Interests duly executed in blank; (k) original certificates representing all outstanding Purchased Interests of the Salient JVs to the extent they are certificated, and stock powers or assignments evidencing the conveyance of such Purchased Interests duly executed in blank; (l) a copy of the Broadmark JV Interest Transfer Waiver, duly executed by all parties thereto; (m) customary release documentation (including Uniform Commercial Code termination statements and all other related or necessary documentation) with respect to all Liens on the Purchased Interests, the Purchased Assets and any guarantees from the Acquired Subsidiaries, in form and substance reasonably satisfactory acceptable to Buyer: Purchaser; (in) attaching the Charter Documents of such Seller and, to the extent possible, certified a certificate executed and delivered by the appropriate authority in the jurisdiction Secretary or comparable representative of its formation; each Acquired Subsidiary and (ii) each Seller, attesting and certifying as to (A) the organizational documents of such Acquired Subsidiary or any Seller, and the certificate of formation or comparable organizational document of each Acquired Subsidiary or Sellers shall also be certified as of a recent date by the Secretary of State or comparable Governmental Authority of its jurisdiction of organization, and (B) copies of resolutions of the members of such Party and such Party’s board of managers authorizing the execution, delivery and performance (or comparable governing body) of such Seller under this Agreement, each of the Transaction Documents to which it is a party Acquired Subsidiary and each of Seller, adopting and authorizing the transactions contemplated herein by this Agreement and thereinthe Related Agreements to which each Acquired Subsidiary and each Seller is a party; and (iii) attesting to the incumbency and signatures of the officers of such Seller;and (do) certificates as to the a certificate of good standing of for each Acquired Subsidiary and each Seller and Parent, in each case issued within five not more than ten (510) Business Days days prior to the Closing Date by the appropriate Secretary of State or comparable Governmental Authorities within such Party’s Authority of its jurisdiction of formation; (e) tax clearance, tax lien waiver, tax good standing certificate or equivalent for organization and each Seller, issued by the State of New York and the Commonwealth of Massachusettsother jurisdiction where such Acquired Subsidiary is qualified to do business. (f) A certificate of an authorized officer of each Seller, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct as of the Closing Date, except as otherwise set forth in the Final Disclosure Schedules; (g) all Patent, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained in connection with the Business and relating to the Intellectual Property, and a current copy of all Patent, Trademark and other intellectual property dockets maintained in connection with the Business; (h) the Seller Letter of Credit, issued to the Escrow Agent (to be delivered on the next Business Day after the Closing in accordance with the terms hereof); (i) copies of all notices, consents, Permits and estoppels listed on Schedule 1.01(o) (collectively the “Material Consents”) and noted therein as being due at Closing; (j) certificates of title to all vehicles included as part of the Purchased Assets, duly endorsed by the applicable Seller for transfer to Buyer as of the Closing Date (provided, that timing of such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereon); (k) a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLP, with respect to (i) the valid existence and good standing of the Sellers, (ii) the limited liability company power of the Sellers to enter into this Agreement, (iii) the due authorization, execution and delivery of this Agreement by the Sellers and (iv) that the execution, delivery by the Sellers of their obligations under this Agreement does not violate the governing documents of such Sellers, in a form reasonably acceptable to Buyer; and (l) such other documents and instruments as Buyer shall reasonably request to consummate or evidence the transactions contemplated by the Transaction Documents.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to Buyer the following itemsPurchaser: (a) possession each of the Purchased Assetsitems set forth on Exhibit 2.08(a) hereof; (b) a counterpart the Bxxx of Sale, the Deeds, each Transaction DocumentAssignment of Lease, duly executed by the Sellers Assignment of Transferred Intellectual Property and Parent, as applicable; (c) a certificate of the Secretary or such other authorized officer of each Seller, dated the Closing Dateinstruments, in form and substance reasonably satisfactory to Buyer: (i) attaching the Charter Documents Purchaser, as may be reasonably requested by the Purchaser to effect the transfer of such Seller and, the Purchased Assets to the extent possiblePurchaser or evidence such transfer on the public records, certified in each case duly executed by Sellers; (c) executed counterparts of the appropriate authority in Assumption Agreement; (d) executed counterparts of each other Ancillary Agreement to which any of the jurisdiction of its formation; Sellers is a party (other than the Ancillary Agreements delivered pursuant to Section 2.08(a) and (iid)); (e) certifying as to a receipt for the resolutions Purchase Price less the Escrow Amount and the Purchaser’s Deposit; (f) a certificate of the members secretary or an assistant secretary of such Party each of the Sellers certifying the names and such Party’s board signatures of managers authorizing the execution, delivery and performance officers of such Seller under each of the Sellers authorized to sign this Agreement, each of the Transaction Documents Ancillary Agreements and any other documents to which it is a party be delivered hereunder and each of the transactions contemplated herein and therein; and (iii) attesting to the incumbency and signatures of the officers of such Seller; (d) certificates as to the good standing of each Seller and Parent, in each case issued within five (5) Business Days prior to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formation; (e) tax clearance, tax lien waiver, tax good standing certificate or equivalent for each Seller, issued by the State of New York and the Commonwealth of Massachusetts. (f) A certificate of an authorized officer of each Seller, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct as of the Closing Date, except as otherwise set forth in the Final Disclosure Schedulesthereunder; (g) all Patent, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained a certificate of non-foreign status (in connection with the Business and relating a form reasonably acceptable to the Intellectual Property, and a current copy Purchaser) pursuant to section 1.1445-2(b)(2) of all Patent, Trademark and other intellectual property dockets maintained in connection with the BusinessRegulations; (h) a certificate of a duly authorized officer of each of the Seller Letter of Credit, issued Sellers certifying as to the Escrow Agent (to be delivered on the next Business Day after the Closing matters set forth in accordance with the terms hereofSection 8.02(a); (i) copies of all notices, consents, Permits such other instruments and estoppels listed on Schedule 1.01(o) (collectively documents as the “Material Consents”) and noted therein as being due at ClosingPurchaser or the Purchaser’s counsel may reasonably request to evidence or consummate the transactions contemplated by this Agreement; (j) certificates of title the Sellers’ notification pursuant to all vehicles included as part Section 5.05; and (k) a certificate from the Clerk of the Purchased Assets, duly endorsed by Bankruptcy Court certifying that no request for any stay pending appeal of the applicable Seller Sale Approval Order has been filed or appears on the docket of the Bankruptcy Court for transfer to Buyer the Chapter 11 Cases as of the Closing Date (provided, that timing of such delivery together with telephonic confirmation thereof as may as soon as practicable after the Closing, subject to release of any Encumbrances thereon); (k) a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLP, with respect to (i) the valid existence and good standing of the Sellers, (ii) the limited liability company power of the Sellers to enter into this Agreement, (iii) the due authorization, execution and delivery of this Agreement be requested by the Sellers and (iv) that the execution, delivery by the Sellers of their obligations under this Agreement does not violate the governing documents of such Sellers, in a form reasonably acceptable to Buyer; and (l) such other documents and instruments as Buyer shall reasonably request to consummate or evidence the transactions contemplated by the Transaction DocumentsPurchaser).

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to Buyer the following itemsPurchaser: (a) possession a certified copy of the Purchased AssetsSale Order, as entered by the Bankruptcy Court; (b) a counterpart the Xxxx of Sale and Assignment and Assumption Agreement, the Deeds applicable in the relevant jurisdictions for the Owned Real Property (with the Deeds for the Owned Real Property to be recorded with copies of all required Conveyance Tax stamps affixed, except for any Conveyance Taxes that are exempt pursuant to Section 1146(a) of the Bankruptcy Code), the Assignments of Leased Properties in recordation form, the Assignments of Intellectual Property and such other instruments, in form and substance and in registrable or recordation form where applicable, reasonably satisfactory to the Purchaser, as may be reasonably requested by the Purchaser to effect the transfer of the Purchased Assets to the Purchaser, or to register or record or evidence such transfer on the public records, in each Transaction Document, case duly executed by each applicable Seller and the Sellers and Parent, as applicableother parties thereto (other than the Purchaser); (c) the Ancillary Agreements, duly executed by each applicable Seller and the other parties thereto (other than the Purchaser) other than the Ancillary Agreements delivered pursuant to Section 2.11(b); (d) a certificate of non-foreign status pursuant to section 1.1445-2(b)(2) of the Regulations from each Seller; (e) copies of resolutions of the board of directors (or equivalent governing body) of each Seller authorizing and approving the execution and delivery of this Agreement and the Ancillary Agreements and the performance by such Seller of its obligations hereunder and thereunder, certified by the Secretary of such Seller; (f) an incumbency certificate dated the Closing Date for each Seller executed by the Secretary of such Seller which shall identify the names and titles and bear the signatures of the officers of such Seller individually authorized to execute and deliver this Agreement and the Ancillary Agreements to which such Seller is a party; (g) copies of the certificate of incorporation and bylaws (or other authorized officer equivalent governance documents) of each Seller, dated in each case certified by the Closing DateSecretary of such Seller; (h) termination statements, lien releases, discharges, financing change statements or other documents, notices or other instruments as the Purchaser may reasonably deem necessary to release Liens (other than Permitted Encumbrances) on the Purchased Assets, each in form and substance reasonably satisfactory to Buyer: the Purchaser duly executed by any holders of such Liens; (i) attaching subject to Section 5.01(b), written consents in form and substance reasonably satisfactory to the Charter Documents Purchaser duly executed by the applicable Sellers and counterparties evidencing any consents necessary to effect the assignment to the Purchaser of such Seller and, Intellectual Property pursuant to Section 5.07(b) and 5.07(c); (j) a certificate of a duly authorized officer of each of the Sellers certifying that all conditions set forth in Section 8.02 have been satisfied (or to the extent possibleany such condition has been waived in accordance with the terms hereof, certified by attaching thereto the appropriate authority in the jurisdiction of its formation; and (ii) certifying as to the resolutions of the members of such Party and such Party’s board of managers authorizing the execution, delivery and performance of such Seller under this Agreement, each of the Transaction Documents to which it is a party and each of the transactions contemplated herein and therein; and (iii) attesting to the incumbency and signatures of the officers of such Sellerapplicable written waiver); (dk) certificates an updated Section 2.11(k) of the Sellers’ Disclosure Schedule setting forth the Trade Payables outstanding as to the good standing of each Seller and Parent, in each case issued within five 11:59:59 p.m. Eastern Standard Time on a date no earlier than three (53) Business Days prior to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formation; (e) tax clearance, tax lien waiver, tax good standing certificate or equivalent for each Seller, issued by the State of New York and the Commonwealth of Massachusetts. (f) A certificate of an authorized officer of each Seller, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct as of the Closing Date, except as otherwise set forth in the Final Disclosure Schedules; (g) all Patent, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained in connection with the Business and relating to the Intellectual Property, and a current copy of all Patent, Trademark and other intellectual property dockets maintained in connection with the Business; (h) the Seller Letter of Credit, issued to the Escrow Agent (to be delivered on the next Business Day after the Closing in accordance with the terms hereof); (i) copies of all notices, consents, Permits and estoppels listed on Schedule 1.01(o) (collectively the “Material Consents”) and noted therein as being due at Closing; (j) certificates of title to all vehicles included as part of the Purchased Assets, duly endorsed by the applicable Seller for transfer to Buyer as of the Closing Date (provided, that timing of such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereon); (k) a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLP, with respect to (i) the valid existence and good standing of the Sellers, (ii) the limited liability company power of the Sellers to enter into this Agreement, (iii) the due authorization, execution and delivery of this Agreement by the Sellers and (iv) that the execution, delivery by the Sellers of their obligations under this Agreement does not violate the governing documents of such Sellers, in a form reasonably acceptable to Buyer; and (l) such other customary documents and instruments of transfer, assumptions and filings as Buyer shall may be reasonably request required to be delivered by any Seller to consummate the Transactions or evidence the transactions contemplated by the Transaction Documentsotherwise give effect to this Agreement.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall or shall cause the Company to, as applicable, deliver or cause to be delivered to Buyer the following itemsdocuments: (a) possession of the Purchased Assets;The certificates, instruments, and documents listed below: (bi) a counterpart Assignments or other instruments of each Transaction Documenttransfer duly endorsed in blank, or accompanied by instruments of transfer duly executed by in blank, for transfer of good and valid title to the Sellers and ParentUnits to Buyer, as applicable; (c) a certificate of the Secretary or other authorized officer of each Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer: (i) attaching the Charter Documents of such Seller and, to the extent possible, certified by the appropriate authority in the jurisdiction of its formation; and (ii) certifying as to the resolutions of the members of such Party and such Party’s board of managers authorizing the execution, delivery and performance of such Seller under this Agreement, each of the Transaction Documents to which it is a party and each of the transactions contemplated herein and therein; and (iii) attesting to the incumbency and signatures of the officers of such Seller; (d) certificates as to the good standing of each Seller and Parent, in each case issued within five (5) Business Days prior to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formation; (e) tax clearance, tax lien waiver, tax good standing certificate or equivalent for each Seller, issued by the State of New York and the Commonwealth of Massachusetts. (f) A certificate of an authorized officer of each Seller, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct as of the Closing Date, except as otherwise set forth in the Final Disclosure Schedules; (g) all Patent, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained in connection with the Business and relating to the Intellectual Property, and a current copy of all Patent, Trademark and other intellectual property dockets maintained in connection with the Business; (h) the Seller Letter of Credit, issued to the Escrow Agent (to be delivered on the next Business Day after the Closing in accordance with the terms hereof); (i) copies of all notices, consents, Permits and estoppels listed on Schedule 1.01(o) (collectively the “Material Consents”) and noted therein as being due at Closing; (j) certificates of title to all vehicles included as part of the Purchased Assets, duly endorsed by the applicable Seller for transfer to Buyer as of the Closing Date (provided, that timing of such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereon); (k) a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLP, with respect to (i) the valid existence and good standing of the Sellers, (ii) the limited liability company power of the Sellers to enter into this Agreement, (iii) the due authorization, execution and delivery of this Agreement by the Sellers and (iv) that the execution, delivery by the Sellers of their obligations under this Agreement does not violate the governing documents of such Sellers, in a form reasonably acceptable to Buyer; and (l) such other documents and instruments as may be necessary to cause buyer to be admitted as a substitute member as defined in the Company’s operating agreement with respect to each of the Sellers; (iii) The minute books, equity transfer records and all other books and records of the Company (all of which may be delivered at the Company’s offices); (iv) The written resignations of the officers and managers of the Company as specified in writing by Buyer shall reasonably request before Closing, such resignations to consummate or evidence be effective concurrently with the transactions contemplated Closing; (v) Certificates dated not more than five (5) days prior to the Closing Date as to the good standing of the Company, issued by the Transaction Documentsappropriate Governmental Entity of the jurisdiction of the Company’s organization; (vi) Originals of an executed certificate described in Treasury Regulation Section 1.1445-2(b)(2) certifying that each Seller is not a foreign person within the meaning of the Code; (vii) The original fully executed counterpart of the East Hillsborough Sublease; and (viii) The opinion of counsel to the Member Representative, as to matters of Maryland law, addressed to Buyer. (b) A cross-receipt, executed by each of the Sellers, dated as of the Closing Date, acknowledging receipt of the Closing Purchase Price. (c) The Releases substantially in the form of Exhibit A (the “Releases”) duly executed by each Seller and an authorized officer of the Company. (d) Noncompetition and Nonsolicitation Agreements substantially in the form of Exhibit B (the “Noncompetition Agreements”) duly executed by each of the Sellers and an authorized officer of the Company. (e) The Transition Services Agreement substantially in the form attached hereto as Exhibit C (the “Transition Services Agreement”) duly executed by the Member Representative and an authorized officer of the Company.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to Buyer the following itemsPurchaser: (a) possession (i) stock certificates evidencing the HBA Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank and with all required stock transfer tax stamps affixed; (ii) evidence of the Purchased Assetstransfer of the HP&P Interests by the US Seller to the Purchaser in the books and records of HP&P USA; (iii) transfers in respect of the HBP Shares duly executed by the UK Seller in favor of the Purchaser accompanied by the existing share certificates; and (iv) share certificates evidencing the HP&P Shares and the HBL Shares, duly endorsed in blank or accompanied by share transfer powers duly executed in blank; (b) a counterpart counterparts of each Transaction DocumentAncillary Agreement, duly executed by the Sellers each Company and Parent, as applicableeach Seller that is a party thereto; (c) a certificate of the Secretary or other authorized officer of each Seller, dated receipt for the Closing Date, in form and substance reasonably satisfactory to Buyer: (i) attaching the Charter Documents of such Seller and, to the extent possible, certified by the appropriate authority in the jurisdiction of its formation; and (ii) certifying as to the resolutions of the members of such Party and such Party’s board of managers authorizing the execution, delivery and performance of such Seller under this Agreement, each of the Transaction Documents to which it is a party and each of the transactions contemplated herein and therein; and (iii) attesting to the incumbency and signatures of the officers of such SellerDate Payment; (d) certificates letters of resignation by each of the Persons set forth on Section 2.04(d) of the Disclosure Schedule (the “Resigning Directors and Officers”), pursuant to which such Persons shall resign as to a director, manager, officer or holder of similar office in respect of one or more of the good standing Companies and the Company Subsidiaries, as applicable, effective as of each Seller and Parent, in each case issued within five (5) Business Days prior to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formationClosing; (e) tax clearance, tax lien waiver, tax good standing a certificate or equivalent for of a duly authorized officer of each Seller, issued by Seller certifying as to the State of New York matters set forth in Section 8.03(a) and the Commonwealth of Massachusetts.Section 8.03(c); (f) A a certificate of an authorized officer of each Sellerfrom the US Seller certifying, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct as accordance with section 1.1445-2(b)(2) of the Closing DateRegulations, except as otherwise set forth in that it is not a “foreign person” for purposes of Section 897 of the Final Disclosure Schedules;Code; and (g) all Patent, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained in connection with the Business and relating to the Intellectual Property, and a current copy of all Patent, Trademark and other intellectual property dockets maintained in connection with the Business; (h) the Seller Letter of Credit, issued to the Escrow Agent (to be delivered on the next Business Day after the Closing in accordance with the terms hereof); (i) copies of all notices, consents, Permits and estoppels listed on Schedule 1.01(o) (collectively the “Material Consents”) and noted therein as being due at Closing; (j) certificates of title to all vehicles included as part of the Purchased Assets, duly endorsed by the applicable Seller for transfer to Buyer as of the Closing Date (provided, that timing of such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereon); (k) a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLP, An Internal Revenue Service Form 8023 with respect to (ithe Section 338(h)(10) the valid existence and good standing election required by Section 7.08 signed by an authorized representative of the Sellers, (ii) the limited liability company power “common parent” of the Sellers to enter into this Agreement, (iii) “selling consolidated group” within the due authorization, execution and delivery of this Agreement by the Sellers and (iv) that the execution, delivery by the Sellers of their obligations under this Agreement does not violate the governing documents meaning of such SellersForm 8023, in a form reasonably acceptable to Buyer; and (l) such other documents and instruments as Buyer shall reasonably request to consummate or evidence the transactions contemplated by the Transaction DocumentsPurchaser.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver deliver, or shall cause to be delivered delivered, to Buyer the following itemsBuyer: (a) possession any and all membership certificates evidencing ownership of the Purchased AssetsUnits, which certificates shall be accompanied by duly executed assignments separate from certificate and other instruments of conveyance which are necessary or desirable to effect the transfer of the Units from each of the Sellers to the Buyer; (b) a counterpart organizational documents and certificates of good standing (i) certified by the Secretary of State of the State of Ohio for the Company and (ii) certified by the Secretary of State of each Transaction Documentstate in which the Company is qualified to do business as a foreign entity, each dated not more than ten (10) Business Days prior to the Closing Date with a bring-down good standing certificate dated as of the Closing Date (or verbal or online confirmation); (c) the Appreciation Rights Closure Agreements or Appreciation Rights Termination Agreements, as applicable, duly executed by each Appreciation Rights Holder or Ex-Appreciation Rights Holder respectively as indicated on Schedule 5.2.2 of the Company Disclosure Schedule, together with copies of the Appreciation Rights Plans; (d) a certificate, dated as of the Closing Date and executed by the Member Representative and the Manager of the Company, as to the fulfillment of each of the conditions set forth in Sections 9.3.1 and 9.3.2 by the Sellers and the Company, respectively; (e) terminations and releases in form and substance satisfactory to the Buyer, terminating and releasing all of the Company’s obligations related to the Company Guarantees, duly executed by each party thereto; (f) an Employment Agreement and related Confidentiality Invention Disclosure and Non-Compete Agreement, each duly executed by the Company and RRT, to become effective at the Closing and in the form attached hereto as Exhibit F-1 (collectively, the “RRT Employment Agreement”); (g) non-competition agreement amendments, duly executed by the Sellers Company and Parenteach of (i) Xxxxxx Xxxxxx, and (ii) Xxxx Xxxxx, each to become effective at the Closing and in the form attached hereto as applicableExhibit F-2 and Exhibit F-3 (collectively, the “Non-Competition Agreements”); (ch) real estate lease agreements, duly executed by the Company and FPR Properties, LLC, each to become effective at the Closing for the following facilities: (i) 0000 Xxxx Xxxxxx, Barberton, Ohio 44203 and (ii) 0000 Xxxxxxxx Xxxxxxxxx, Akron, Ohio 44306, which shall be in the form attached hereto as Exhibit G-1 and Exhibit G-2, respectively (collectively, the “Real Estate Leases”); (i) equipment lease agreement, duly executed by the Company and Theken Orthopedic, Inc., to become effective at the Closing, which shall be in the form attached hereto as Exhibit H (collectively, the “Equipment Lease”); (j) aircraft lease and management agreement and fuel program agreement, each duly executed by Theken Aviation LLC and Hawker Beechcraft Charter & Management, Inc.; (k) copies of all third party and governmental consents, approval and filings required in connection with the consummation of the transactions contemplated by this Agreement set forth on Schedule 5.4; (l) copies of all consents, licenses, waivers, approvals and authorizations for which Sellers are responsible as set forth on Exhibit I, which shall have been obtained, given or made and shall be in full force and effect; (m) a certificate of statement executed by the Secretary or other authorized officer of each Seller, dated the Closing DateCompany, in form and substance reasonably satisfactory to the Buyer: (i) attaching , that satisfies the Charter Documents requirements of such Seller and, to the extent possible, certified by the appropriate authority in the jurisdiction of its formation; and (ii) certifying as to the resolutions of the members of such Party and such Party’s board of managers authorizing the execution, delivery and performance of such Seller under this Agreement, each of the Transaction Documents to which it is a party and each of the transactions contemplated herein and therein; and (iii) attesting to the incumbency and signatures of the officers of such Seller; (d) certificates as to the good standing of each Seller and Parent, in each case issued within five (5) Business Days prior to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formation; (e) tax clearance, tax lien waiver, tax good standing certificate or equivalent for each Seller, issued by the State of New York and the Commonwealth of Massachusetts. (f) A certificate of an authorized officer of each Seller, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct as of the Closing Date, except as otherwise set forth in the Final Disclosure Schedules; (g) all Patent, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained in connection with the Business and relating to the Intellectual Property, and a current copy of all Patent, Trademark and other intellectual property dockets maintained in connection with the Business; (h) the Seller Letter of Credit, issued to the Escrow Agent (to be delivered on the next Business Day after the Closing in accordance with the terms hereofTreasury Regulation Section 1.1445-11T(d)(2); (in) copies of all notices, consents, Permits and estoppels listed on Schedule 1.01(o) a certificate in the form attached hereto as Exhibit J (collectively the “Material ConsentsCompany Expense/Indebtedness Certificate”) and noted therein as being due at Closing; (j) certificates of title to all vehicles included as part ), duly executed by the Member Representative on behalf of the Purchased AssetsSellers, duly endorsed by setting forth in sufficient detail the applicable Seller for transfer to Buyer aggregate amount as of the Closing Date (provided, that timing of such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereonand all obligations of the Company for (i) Indebtedness and (ii) unpaid Company Expenses (including payee and bank account wire transfer instructions); (ko) the Closing Funds Flow Memo, duly executed by the Member Representative, setting forth in sufficient detail (including bank account wire transfer instructions) a legal opinion from counsel listing of the amount to Sellersbe paid to each Seller, Xxxxxx & Xxxxxxx LLPAppreciation Rights Holder and other Person (and specifying any withholding Taxes associated therewith) in connection with the Closing; (p) a payoff letter, in form and substance reasonably satisfactory to the Buyer, with respect to any Indebtedness, if any, set forth in the Company Expense/Indebtedness Certificate; (iq) appropriate UCC-3 termination statements under the Ohio Uniform Commercial Code and other instruments as may be requested by the Buyer to extinguish all Indebtedness of the Company and all Encumbrances related thereto to the extent directed by the Buyer; (r) an IRS Form W-8 or W-9, as applicable, with respect to each Seller and Appreciation Rights Holder; (s) the valid existence original minute books, Unit records and good standing similar organizational documents of the Company; (t) an agreement, in form and substance satisfactory to the Buyer, extending the term of that certain agreement set forth on item 437 of Schedule 5.7.1 of the Company Disclosure Schedule; (u) non-infringement opinions, in form and substance satisfactory to the Buyer (the “Delivered Opinions”), from the Company’s counsel regarding the matter set forth on item 7 of Schedule 5.11.1 of the Company Disclosure Schedule; (v) an aircraft usage agreement in the form attached hereto as Exhibit K (the “Aircraft Usage Agreement”), duly executed by the Buyer, the Member Representative on behalf of the Sellers, (ii) and Theken Aviation, LLC related to the limited liability company power Company’s use of the Sellers to enter into this Agreement, aircraft after the Closing Date; (iiiw) the due authorization, execution an amended and delivery of this Agreement by the Sellers and (iv) that the execution, delivery by the Sellers of their obligations under this Agreement does not violate the governing documents of such Sellersrestated agreement, in a form reasonably acceptable and substance satisfactory to the Buyer, which amends and restates that certain agreement set forth on item 441 of Schedule 5.7.1 of the Company Disclosure Schedule; and (lx) such other documents and instruments as Buyer shall reasonably request may be necessary or desirable to consummate effect or evidence the transactions contemplated by Transactions that the Transaction DocumentsBuyer may reasonably request.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to Buyer the following itemsPurchaser: (a) possession 2.5.1. Resolutions of the Purchased Assets; (b) a counterpart Board of Directors of each Transaction Document, duly executed by Seller and the Sellers and Parent, as applicable; (c) a certificate resolution of the Secretary or other authorized officer general meeting of the stockholders of each Seller, dated approved by the majority required under all Applicable Laws, approving the execution, delivery and performance by the Sellers of this Agreement and any Ancillary Agreement to which they are party; 2.5.2. The Sellers shall deliver a closing certificate executed by two authorized officers of USDATA in a form pre-approved by the Purchaser, on behalf of all the Sellers certifying that: (i) the representations and warranties of the Sellers hereunder are true and correct as of the date hereof and as of the Closing Date as if then originally made, except for inaccuracies as of the date of Closing Date that, considered collectively, do not constitute a Material Adverse Effect; (ii) all covenants required by the terms hereof to be performed by the Sellers on or before the Closing Date have been so performed in all material respects and (iii) all documents to be executed and delivered by the Sellers at the Closing have been executed by a duly authorized officer of the respective Seller; 2.5.3. The Sellers shall deliver good standing certificates of each of the Sellers issued by the Secretary of State of the state of incorporation of the respective Seller within three (3) Business Days prior to the Closing Date; 2.5.4. The Sellers shall deliver the opinion of Mxxxxx, Xxxxx & Bxxxxxx LLP, counsel for the Sellers, addressed to the Purchaser and dated as of the Closing Date, in the form of EXHIBIT 2.5.4; 2.5.5. The Sellers shall deliver the Bxxx of Sale duly executed by each of the Sellers; 2.5.6. The Sellers shall deliver the specific assignments, bills of sale, endorsements, deeds and other good and sufficient instruments of conveyance and transfer reasonably requested by the Purchaser, in form and substance reasonably satisfactory to Buyer: (i) attaching the Charter Documents of such Seller andPurchaser and its counsel, including, without limitation, the Assignment and Assumption Agreement, as shall be effective to the extent possible, certified by the appropriate authority vest in the jurisdiction of its formation; and (ii) certifying as to the resolutions of the members of such Party and such Party’s board of managers authorizing the execution, delivery and performance of such Seller under this Agreement, each of the Transaction Documents to which it is a party and each of the transactions contemplated herein and therein; and (iii) attesting to the incumbency and signatures of the officers of such Seller; (d) certificates as to the good standing of each Seller and Parent, in each case issued within five (5) Business Days prior to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formation; (e) tax clearance, tax lien waiver, tax good standing certificate or equivalent for each Seller, issued by the State of New York and the Commonwealth of Massachusetts. (f) A certificate of an authorized officer of each Seller, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct as of the Closing Date, except as otherwise set forth in the Final Disclosure Schedules; (g) all Patent, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained in connection with the Business and relating to the Intellectual Property, and a current copy of all Patent, Trademark and other intellectual property dockets maintained in connection with the Business; (h) the Seller Letter of Credit, issued to the Escrow Agent (to be delivered on the next Business Day after the Closing in accordance with the terms hereof); (i) copies of all notices, consents, Permits and estoppels listed on Schedule 1.01(o) (collectively the “Material Consents”) and noted therein as being due at Closing; (j) certificates of Purchaser title to all vehicles included as part the Acquired Assets, including, without limitation, assignment deeds and powers of attorney with respect to any and all Patents, registrable Copyright, Trademarks, Network Identifiers and all the applications to register any of the Purchased Assetsforegoing as well as physical possession (whether by way of actual delivery or, duly endorsed if more appropriate, by confirmation of handing over of possession to the applicable Seller for transfer to Buyer control of a Purchaser representative) of certain Assets acquired hereunder, whose physical delivery is reasonably required, including, without limitation, all source code of all Products and Computer Software; and 2.5.7. The Sellers shall deliver a written confirmation and consent from each Person listed in the Disclosure Schedule as having any Lien over any of the Acquired Assets or any Person who as of the Closing Date (providedhave any such Lien, that timing of such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereon); (k) a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLP, with respect to (i) the valid existence Lien has been removed and good standing of the Sellers, (ii) the limited liability company power of the Sellers to enter into this Agreement, (iii) the due authorization, execution and delivery of this Agreement by the Sellers and (iv) that the execution, delivery by the Sellers of their obligations under this Agreement does not violate the governing documents of such Sellers, is no longer in a form reasonably acceptable to Buyer; and (l) such other documents and instruments as Buyer shall reasonably request to consummate or evidence the transactions contemplated by the Transaction Documentseffect.

Closing Deliveries by the Sellers. At the Closing, subject to satisfaction or waiver of each of the conditions to the obligations of the Sellers set forth in Section 6.01 of this Agreement, Sellers shall deliver or cause the Escrow Agent to be delivered deliver to Buyer the following itemsPurchasers the following: (a) possession of stock certificates representing the Purchased Assets;Shares, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached (b) a counterpart of each Transaction Document, duly executed the Transition Services Agreement signed by the Sellers and Parent, as applicableSellers; (c) the certificates referred to in Section 6.02(a); (d) a FIRPTA certificate, if requested; (e) a copy of (i) the Certificate of Incorporation of SCM, as amended, certified by the Secretary of SCM and accompanied by a certificate of the Secretary or other authorized officer of each SellerSCM, dated the Closing Date, in form and substance reasonably satisfactory to Buyer: (i) attaching the Charter Documents of such Seller and, to the extent possible, certified by the appropriate authority in the jurisdiction of its formation; and (ii) certifying as to the resolutions of the members of such Party and such Party’s board of managers authorizing the execution, delivery and performance of such Seller under this Agreement, each of the Transaction Documents to which it is a party and each of the transactions contemplated herein and therein; and (iii) attesting to the incumbency and signatures of the officers of such Seller; (d) certificates as to the good standing of each Seller and Parent, in each case issued within five (5) Business Days prior to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formation; (e) tax clearance, tax lien waiver, tax good standing certificate or equivalent for each Seller, issued by the State of New York and the Commonwealth of Massachusetts. (f) A certificate of an authorized officer of each Seller, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct as of the Closing Date, except stating that no amendments have been made to such Certificate of Incorporation since such date; (ii) the By-laws of SCM, certified by the Secretary of SCM; and (iii) Good Standing Certificates for SCM from the Secretaries of State of the State of Delaware and North Carolina; (iv) the organizational documents of Pacific, as otherwise set forth in amended, certified by the Final Disclosure SchedulesSecretary of Pacific and accompanied by a certificate of the Secretary of Pacific, dated as of the Closing Date, stating that no amendments have been made to such organizational documents; and (v) a copy of the organizational documents of SCM Asia, certified by the Secretary (or equivalent) of SCM Asia and accompanied by a certificate of the Secretary (or equivalent) of SCM Asia, dated as of the Closing Date, stating that no amendments have been made to such organizational documents; (f) copies of all Requisite Consents that have been obtained; (g) all Patenta written resignation from each director and officer of each of SCM, Trademark, Pacific and Copyright files and file wrappers, and all other legal files and materials received or maintained in connection with the Business and relating to the Intellectual Property, and a current copy of all Patent, Trademark and other intellectual property dockets maintained in connection with the BusinessSCM Asia; (h) the Seller Letter minute books (or equivalent) of Credit, issued to the Escrow Agent (to be delivered on the next Business Day after the Closing in accordance with the terms hereof)Subsidiaries; (i) copies of all notices, consents, Permits and estoppels listed on Schedule 1.01(o) (collectively any payment required to be made by the “Material Consents”) and noted therein as being due at Closing;Sellers to the Subsidiaries under the Cash Settle-Up; and (j) certificates of title to all vehicles included as part of the Purchased Assets, duly endorsed by the applicable Seller for transfer to Buyer as of the Closing Date (provided, that timing of such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereon); (k) a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLP, with respect to (i) the valid existence and good standing of the Sellers, (ii) the limited liability company power of the Sellers to enter into this Agreement, (iii) the due authorization, execution and delivery of this Agreement by the Sellers and (iv) that the execution, delivery by the Sellers of their obligations under this Agreement does not violate the governing documents of such Sellers, in a form reasonably acceptable to Buyer; and (l) such other documents and instruments as Buyer the Purchasers shall reasonably request to consummate or evidence the transactions contemplated by the Transaction Documentsrequest.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to Buyer the following itemsPurchaser: (a) possession 2.5.1. Resolutions of the Purchased Assets; (b) a counterpart Board of Directors of each Transaction Document, duly executed by Seller and the Sellers and Parent, as applicable; (c) a certificate resolution of the Secretary or other authorized officer general meeting of the stockholders of each Seller, dated approved by the majority required under all Applicable Laws, approving the execution, delivery and performance by the Sellers of this Agreement and any Ancillary Agreement to which they are party; 2.5.2. The Sellers shall deliver a closing certificate executed by two authorized officers of USDATA in a form pre-approved by the Purchaser, on behalf of all the Sellers certifying that: (i) the representations and warranties of the Sellers hereunder are true and correct as of the date hereof and as of the Closing Date as if then originally made, except for inaccuracies as of the date of Closing Date that, considered collectively, do not constitute a Material Adverse Effect; (ii) all covenants required by the terms hereof to be performed by the Sellers on or before the Closing Date have been so performed in all material respects and (iii) all documents to be executed and delivered by the Sellers at the Closing have been executed by a duly authorized officer of the respective Seller; 2.5.3. The Sellers shall deliver good standing certificates of each of the Sellers issued by the Secretary of State of the state of incorporation of the respective Seller within three (3) Business Days prior to the Closing Date; 2.5.4. The Sellers shall deliver the opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Sellers, addressed to the Purchaser and dated as of the Closing Date, in the form of Exhibit 2.5.4; 2.5.5. The Sellers shall deliver the Xxxx of Sale duly executed by each of the Sellers; 2.5.6. The Sellers shall deliver the specific assignments, bills of sale, endorsements, deeds and other good and sufficient instruments of conveyance and transfer reasonably requested by the Purchaser, in form and substance reasonably satisfactory to Buyer: (i) attaching the Charter Documents of such Seller andPurchaser and its counsel, including, without limitation, the Assignment and Assumption Agreement, as shall be effective to the extent possible, certified by the appropriate authority vest in the jurisdiction of its formation; and (ii) certifying as to the resolutions of the members of such Party and such Party’s board of managers authorizing the execution, delivery and performance of such Seller under this Agreement, each of the Transaction Documents to which it is a party and each of the transactions contemplated herein and therein; and (iii) attesting to the incumbency and signatures of the officers of such Seller; (d) certificates as to the good standing of each Seller and Parent, in each case issued within five (5) Business Days prior to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formation; (e) tax clearance, tax lien waiver, tax good standing certificate or equivalent for each Seller, issued by the State of New York and the Commonwealth of Massachusetts. (f) A certificate of an authorized officer of each Seller, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct as of the Closing Date, except as otherwise set forth in the Final Disclosure Schedules; (g) all Patent, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained in connection with the Business and relating to the Intellectual Property, and a current copy of all Patent, Trademark and other intellectual property dockets maintained in connection with the Business; (h) the Seller Letter of Credit, issued to the Escrow Agent (to be delivered on the next Business Day after the Closing in accordance with the terms hereof); (i) copies of all notices, consents, Permits and estoppels listed on Schedule 1.01(o) (collectively the “Material Consents”) and noted therein as being due at Closing; (j) certificates of Purchaser title to all vehicles included as part the Acquired Assets, including, without limitation, assignment deeds and powers of attorney with respect to any and all Patents, registrable Copyright, Trademarks, Network Identifiers and all the applications to register any of the Purchased Assetsforegoing as well as physical possession (whether by way of actual delivery or, duly endorsed if more appropriate, by confirmation of handing over of possession to the applicable Seller for transfer to Buyer control of a Purchaser representative) of certain Assets acquired hereunder, whose physical delivery is reasonably required, including, without limitation, all source code of all Products and Computer Software; and 2.5.7. The Sellers shall deliver a written confirmation and consent from each Person listed in the Disclosure Schedule as having any Lien over any of the Acquired Assets or any Person who as of the Closing Date (providedhave any such Lien, that timing of such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereon); (k) a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLP, with respect to (i) the valid existence Lien has been removed and good standing of the Sellers, (ii) the limited liability company power of the Sellers to enter into this Agreement, (iii) the due authorization, execution and delivery of this Agreement by the Sellers and (iv) that the execution, delivery by the Sellers of their obligations under this Agreement does not violate the governing documents of such Sellers, is no longer in a form reasonably acceptable to Buyer; and (l) such other documents and instruments as Buyer shall reasonably request to consummate or evidence the transactions contemplated by the Transaction Documentseffect.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver deliver, or cause to be delivered delivered, to Buyer the following itemsPurchaser the following: (ai) possession $258,064 paid on account of certain obligations that arose prior to November 2, 2015 in immediately available funds deposited to the Purchased AssetsNetwork Account; (bii) a counterpart of each Transaction Documentthe transition services agreement, substantially in the form attached hereto as Exhibit B (the “Transition Services Agreement”), duly executed by the Sellers and Parent, as applicableSellers; (ciii) a xxxx of sale covering the Acquired Assets, substantially in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by the Sellers; (iv) an assignment and assumption agreement relating to the Acquired Assets, substantially in the form attached hereto as Exhibit D-1 (the “Assignment and Assumption Agreement”), duly executed by the Sellers, and such other assignments, certificates and other appropriate documents of transfer reasonably necessary to transfer the Acquired Assets to the Purchaser; (v) an assignment of trademarks with respect to the registered trademarks listed on Schedule 1.1(h) substantially in the form attached hereto as Exhibit D-2 (the “Trademark Assignment”), duly executed by the Company; (vi) written evidence of the maintenance from the date hereof through the Closing Date of each insurance policy (or the related renewal policy thereof) listed on Schedule 3.16 and written evidence of the tail insurance coverage obtained by the Sellers in accordance with Section 5.7. (vii) possession of the Acquired Assets, including (A) an amount of cash equal to the Transferred Cash and (B) originals (or if no originals exist, true, accurate and correct photocopies) of all Acquired Contracts, to the extent in a Seller’s possession or control and not previously provided to the Purchaser; (viii) copies of the certificate of the Secretary or other authorized officer incorporation of each Seller, dated each certified by the Closing DateSecretary of State of the State of Delaware, in form and substance reasonably satisfactory to Buyer: (i) attaching the Charter Documents By-laws of such Seller and, to the extent possibleeach Seller, certified by the appropriate authority in the jurisdiction of its formation; and (ii) certifying as to the resolutions an officer of the members respective Seller; (ix) copies of such Party and such Partyall resolutions duly adopted by each Seller’s board of managers authorizing directors and, if applicable, its stockholders, relating to the authorization, execution, delivery and performance of such Seller under this Agreement, each of Agreement and the Transaction Documents to which it is a party Documents, and each the consummation of the all transactions contemplated herein hereby and therein; and (iii) attesting to the incumbency and signatures of the officers of such Sellerthereby; (dx) certificates as to the a certificate of good standing of each Seller and Parent, in each case issued within five (5) Business Days prior to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formation; (e) tax clearance, tax lien waiver, tax good standing certificate or equivalent for each Seller, issued by the State of New York and the Commonwealth of Massachusetts. (f) A certificate of an authorized officer of each Seller, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct as of the Closing Date, except as otherwise set forth in the Final Disclosure Schedules; (g) all Patent, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained in connection with the Business and relating to the Intellectual Property, and a current copy of all Patent, Trademark and other intellectual property dockets maintained in connection with the Business; (h) the Seller Letter of Credit, issued to the Escrow Agent (to be delivered on the next Business Day after the Closing in accordance with the terms hereof); (i) copies of all notices, consents, Permits and estoppels listed on Schedule 1.01(o) (collectively the “Material Consents”) and noted therein as being due at Closing; (j) certificates of title to all vehicles included as part of the Purchased Assets, duly endorsed by the applicable Seller for transfer to Buyer as of the Closing Date (provided, that timing of such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereon); (k) a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLP, similar evidence with respect to (i) the valid existence and good standing each Seller as of the Sellers, (ii) the limited liability company power of the Sellers to enter into this Agreement, (iii) the due authorization, execution and delivery of this Agreement by the Sellers and (iv) that the execution, delivery by the Sellers of their obligations under this Agreement does not violate the governing documents of such Sellers, in a form reasonably acceptable to Buyerrecent date; and (lxi) such other documents and instruments as Buyer shall the Purchaser may reasonably request and that are reasonably necessary to consummate or evidence effectuate the transactions transaction contemplated by the Transaction Documentsunder this Agreement.

Closing Deliveries by the Sellers. At the Closing, the Sellers each Seller shall deliver or cause to be delivered to Buyer the following itemsPurchasers: (a) possession stock certificates evidencing the Shares sold by such Seller duly endorsed in blank in proper form for transfer, or accompanied by stock powers duly executed in blank and with all required stock transfer tax stamps affixed; except in respect of the Purchased AssetsShares of Imagen, for which newly-issued stock certificates shall be delivered; (b) to the extent the transfer of the Shares of any Company requires a counterpart transfer notice, a transfer notice addressed to such Company in the form of each Transaction Document, Exhibit 2.04(b) duly executed by each applicable Seller; (c) resignations of the Sellers directors and Parentsyndics of each Company and each Subsidiary in the form of Exhibit 2.04(c) duly executed by each director and each syndic, as if applicable; (cd) executed counterparts of each Ancillary Agreement to which such Seller is, or is specified to be, a party; (e) a true and complete copy, certified by the Secretary or an Assistant Secretary of such Seller, of the resolutions duly and validly adopted by the board of directors of such Seller and the stockholders of such Seller evidencing their authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and the consummation of the transactions contemplated hereby and thereby; (f) a certificate of the Secretary or other authorized officer of each Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer: (i) attaching the Charter Documents an Assistant Secretary of such Seller and, to certifying the extent possible, certified by the appropriate authority in the jurisdiction of its formation; and (ii) certifying as to the resolutions of the members of such Party and such Party’s board of managers authorizing the execution, delivery and performance of such Seller under this Agreement, each of the Transaction Documents to which it is a party and each of the transactions contemplated herein and therein; and (iii) attesting to the incumbency names and signatures of the officers of such SellerSeller authorized to sign this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and the other documents to be delivered hereunder and thereunder; (dg) certificates a certificate of a duly authorized officer of such Seller certifying as to the good standing of each Seller and Parent, matters set forth in each case issued within five (5) Business Days prior to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formationSection 8.02(a); (eh) tax clearancea certificate from each of the Companies not including HTV, tax lien waiverLLC to the effect that such Company is not a “United States real property holding corporation” for purposes of Section 897 and Section 1445 of the Code and, tax good standing in the case of HTV, LLC, a certificate or equivalent from Claxson USA to the effect that Claxson USA is not a foreign person for each Seller, issued purposes of Section 1445 of the Code; (i) executed releases in the form and substance reasonably satisfactory to Sellers and Purchasers; (j) an instrument executed by the State The Bank of New York and York, as Trustee pursuant to the Commonwealth 2002 Indenture, evidencing the release of Massachusetts.Imagen as guarantor of Claxson’s 8.75% Senior Notes due 2010; (fk) A certificate a copy of an authorized officer the notice of each Sellerredemption, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct dated as of the Closing Date, except as otherwise set forth to be given by Claxson to each holder of the 8.75% Senior Notes due 2010 pursuant to Section 3.3 of the 2002 Indenture to redeem all outstanding 8.75% Senior Notes due 2010 in the Final Disclosure Schedulesaccordance with Section 5.17; (gl) all Patentan instrument executed by The Bank of New York, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained in connection with the Business and relating as Trustee pursuant to the Intellectual Property1998 Indenture, evidencing the satisfaction and a current copy discharge of all Patent, Trademark and other intellectual property dockets maintained in connection with the Business1998 Indenture; (hm) the Seller Letter of Credit, issued an instrument executed by each counterparty to the Escrow Agent (Debt Restructuring Agreements acknowledging repayment of all outstanding Indebtedness owed to be delivered on such counterparty pursuant to the next Business Day after applicable Debt Restructuring Agreement and the Closing in accordance with satisfaction and discharge of the terms hereof)Debt Restructuring Agreements and the release of Claxson and Imagen from any further obligations pursuant to the Debt Restructuring Agreements; (in) copies an instrument executed by Export Development Canada evidencing the satisfaction and discharge of all notices, consents, Permits and estoppels listed on Schedule 1.01(o) (collectively the “Material Consents”) and noted therein as being due at ClosingEDC Credit Facility; (jo) certificates evidence that the accumulated losses of title Imagen shall not exceed 50% of its capital stock, whether by capitalizing Inter-company Indebtedness owed by Imagen or otherwise, and full compliance with the Buenos Aires Stock Exchange regulations and Argentine Corporate Law; and (p) the Sellers shall cause the Companies and the Subsidiaries to all vehicles included as part hold a meeting of the Purchased Assets, duly endorsed applicable Board of Directors and shareholders’ or act by the applicable Seller for transfer to Buyer as of the Closing Date (provided, that timing of such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereon); (k) a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLP, with respect written consent to (i) the valid existence acknowledge and good standing approve of the Sellers, transfer of the Shares and the registration of such transfer in the respective corporate books of the Companies and Subsidiaries; (ii) to approve the limited liability company power resignations of directors, officers and syndics, if applicable, and the Sellers to enter into this Agreementperformance of such directors, officers and syndics and (iii) the due authorizationto appoint such directors, execution officers and delivery of this Agreement by the Sellers and (iv) syndics that the executionPurchasers may nominate to hold office in the place of any resigning director, delivery by the Sellers of their obligations under this Agreement does not violate the governing documents of such Sellers, in a form reasonably acceptable to Buyer; and (l) such other documents officer and instruments as Buyer shall reasonably request to consummate or evidence the transactions contemplated by the Transaction Documentssyndics.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to Buyer the following itemsPurchaser the following: (a) possession executed copies of the Purchased Assetseach third-party consent listed on Schedule 2.4(a); (b) a counterpart executed counterparts of each Transaction Document, duly executed by of the Sellers and Parent, Ancillary Agreements (as applicable); (c) a certificate an assignment of the Secretary or other authorized officer of each Seller, dated Purchased Interests to the Closing DatePurchaser, in form and substance reasonably satisfactory to Buyer: the Purchaser; (d) a good standing certificate for each of the Group Companies issued by the applicable Governmental Authority, dated as of a date not earlier than 10 days prior to the Closing; (e) the minute books, stock books, ledgers and registers, if any, and other records relating to the organization, ownership and maintenance of the Group Companies, if not currently located on the premises of the Group Companies; (f) a properly completed and executed IRS Form W-9 from each Seller; (g) a certificate of a duly authorized officer of Atlas Banker Holdings and of the trustee of the Banker Family Trust (i) attaching certifying the Charter resolutions duly and validly adopted by the board of directors or trustee (or its equivalent) of such 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, (ii) certifying the full force and effect of the Governing Documents of such Seller and(as applicable), to the extent possible, certified by the appropriate authority in the jurisdiction of its formation; and (ii) certifying as to the resolutions of the members of such Party and such Party’s board of managers authorizing the execution, delivery and performance of such Seller under this Agreement, each of the Transaction Documents to which it is a party and each of the transactions contemplated herein and therein; and (iii) attesting to certifying the incumbency names and specimen signatures of the officers of such Seller; (d) certificates as Seller authorized to the good standing of each Seller and Parent, in each case issued within five (5) Business Days prior to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formation; (e) tax clearance, tax lien waiver, tax good standing certificate or equivalent for each Seller, issued by the State of New York sign this Agreement and the Commonwealth of Massachusetts. (f) A certificate of an authorized officer of each Seller, on behalf of such Seller, representing Ancillary Agreements and warrantying the other documents to Buyer that the statements contained in Article V of this Agreement are complete be delivered hereunder and correct as of the Closing Date, except as otherwise set forth in the Final Disclosure Schedules; (g) all Patent, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained in connection with the Business and relating to the Intellectual Property, and a current copy of all Patent, Trademark and other intellectual property dockets maintained in connection with the Businessthereunder; (h) the Seller Letter written resignations of Creditthe directors, issued to managers and/or officers of the Escrow Agent (to be delivered on Group Companies requested by the next Business Day after Purchaser in advance of the Closing in accordance with the terms hereof)Closing; (i) copies a termination of all noticesthat certain Management Services Agreement dated July 31, consents, Permits 2014 by and estoppels listed on Schedule 1.01(o) (collectively the “Material Consents”) between Atlas Banker Holdings and noted therein as being due at ClosingBanker Steel; (j) certificates a termination of title to all vehicles included as part of the Purchased Assetsthat certain Phantom Unit Award Agreement by and between Holdco and Xxxx Xxxxxx dated September 25, duly endorsed by the applicable Seller for transfer to Buyer as of the Closing Date (provided, 2020 and that timing of such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereon)certain Banker Steel Holdco LLC Long Term Incentive Plan; (k) a legal opinion payoff letter from counsel to SellersFifth Third Bank, Xxxxxx & Xxxxxxx LLP, with respect to (i) the valid existence and good standing of the Sellers, (ii) the limited liability company power of the Sellers to enter into this Agreement, (iii) the due authorization, execution and delivery of this Agreement by the Sellers and (iv) that the execution, delivery by the Sellers of their obligations under this Agreement does not violate the governing documents of such SellersNational Association, in a form and substance reasonably acceptable satisfactory to Buyerthe Purchaser; and (l) such other certificates or other documents reasonably requested and instruments as Buyer shall reasonably request necessary to consummate or evidence effectuate the transactions contemplated by the Transaction Documentshereby.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to Buyer the following itemsPurchaser: (a) possession each of the Purchased Assetsitems set forth on Exhibit 2.08(a) hereof; (b) a counterpart the Bill of Sale, the Deeds, each Transaction DocumentAssignment of Lease, duly executed by the Sellers Assignment of Transferred Intellectual Property and Parent, as applicable; (c) a certificate of the Secretary or such other authorized officer of each Seller, dated the Closing Dateinstruments, in form and substance reasonably satisfactory to Buyer: (i) attaching the Charter Documents Purchaser, as may be reasonably requested by the Purchaser to effect the transfer of such Seller and, the Purchased Assets to the extent possiblePurchaser or evidence such transfer on the public records, certified in each case duly executed by Sellers; (c) executed counterparts of the appropriate authority in Assumption Agreement; (d) executed counterparts of each other Ancillary Agreement to which any of the jurisdiction of its formation; Sellers is a party (other than the Ancillary Agreements delivered pursuant to Section 2.08(a) and (iid)); (e) certifying as to a receipt for the resolutions Purchase Price less the Escrow Amount and the Purchaser's Deposit; (f) a certificate of the members secretary or an assistant secretary of such Party each of the Sellers certifying the names and such Party’s board signatures of managers authorizing the execution, delivery and performance officers of such Seller under each of the Sellers authorized to sign this Agreement, each of the Transaction Documents Ancillary Agreements and any other documents to which it is a party be delivered hereunder and each of the transactions contemplated herein and therein; and (iii) attesting to the incumbency and signatures of the officers of such Seller; (d) certificates as to the good standing of each Seller and Parent, in each case issued within five (5) Business Days prior to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formation; (e) tax clearance, tax lien waiver, tax good standing certificate or equivalent for each Seller, issued by the State of New York and the Commonwealth of Massachusetts. (f) A certificate of an authorized officer of each Seller, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct as of the Closing Date, except as otherwise set forth in the Final Disclosure Schedulesthereunder; (g) all Patent, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained a certificate of non-foreign status (in connection with the Business and relating a form reasonably acceptable to the Intellectual Property, and a current copy Purchaser) pursuant to section 1.1445-2(b)(2) of all Patent, Trademark and other intellectual property dockets maintained in connection with the BusinessRegulations; (h) a certificate of a duly authorized officer of each of the Seller Letter of Credit, issued Sellers certifying as to the Escrow Agent (to be delivered on the next Business Day after the Closing matters set forth in accordance with the terms hereofSection 8.02(a); (i) copies of all notices, consents, Permits such other instruments and estoppels listed on Schedule 1.01(o) (collectively documents as the “Material Consents”) and noted therein as being due at ClosingPurchaser or the Purchaser's counsel may reasonably request to evidence or consummate the transactions contemplated by this Agreement; (j) certificates of title the Sellers' notification pursuant to all vehicles included as part Section 5.05; and (k) a certificate from the Clerk of the Purchased Assets, duly endorsed by Bankruptcy Court certifying that no request for any stay pending appeal of the applicable Seller Sale Approval Order has been filed or appears on the docket of the Bankruptcy Court for transfer to Buyer the Chapter 11 Cases as of the Closing Date (provided, that timing of such delivery together with telephonic confirmation thereof as may as soon as practicable after the Closing, subject to release of any Encumbrances thereon); (k) a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLP, with respect to (i) the valid existence and good standing of the Sellers, (ii) the limited liability company power of the Sellers to enter into this Agreement, (iii) the due authorization, execution and delivery of this Agreement be requested by the Sellers and (iv) that the execution, delivery by the Sellers of their obligations under this Agreement does not violate the governing documents of such Sellers, in a form reasonably acceptable to Buyer; and (l) such other documents and instruments as Buyer shall reasonably request to consummate or evidence the transactions contemplated by the Transaction DocumentsPurchaser).

Closing Deliveries by the Sellers. At the Closing, the Sellers ML & Co. shall deliver or and shall cause MLCS to be delivered deliver to Buyer the following itemsPurchasers: (a) possession the Bill of Sale, and such other instruments, in form and substance reasonxxxx satisfactory to the Purchasers, as may be requested by the Purchasers to transfer the Purchased AssetsAssets to the Purchasers or evidence such transfer on the public records and fully executed original counterparts of those documents executed by Williams in connection with the transaction contemplated hereby, and dxxxx Xxxuary 5, 2001 and other consents to agreements where such consent is required and has been obtained; (b) a an executed counterpart of each Transaction Documentthe Assumption Agreement, duly executed the Intellectual Property License, the Intermediation Services Agreement, the Referral Agreement, the Transition Agreement, the Fourth Amended and Restated Limited Liability Company Agreement (but only if the PUHCA Equity Approval has been granted by the Sellers Closing Date), the ML Rule 58 Company Electric Power Master Agreement and Parent, as applicablethe ML Rule 58 Company ISDA Master Agreement; (c) a certificate of true and complete copy, certified by the Secretary secretary or other authorized officer of each Sellerof ML & Co. and MLCS, dated of the Closing Date, in form resolutions duly and substance reasonably satisfactory to Buyer: (i) attaching the Charter Documents of such Seller and, to the extent possible, certified validly adopted by the appropriate authority in the jurisdiction board of its formation; directors or other authorized committee of ML & Co. and (ii) certifying as to the resolutions MLCS, respectively, evidencing their authorization of the members execution and delivery of such Party this Agreement and such Party’s board of managers authorizing the execution, delivery and performance of such Seller under this Agreement, each of the Transaction Documents Ancillary Agreements to which it is they are a party party, and each the consummation of the transactions contemplated herein hereby and therein; thereby; (d) a certificate of the secretary or other authorized officer of ML & Co. and (iii) attesting to MLCS certifying the incumbency names and signatures of the officers of such Seller; (d) certificates as ML & Co. and MLCS, respectively, authorized to sign this Agreement and the good standing of each Seller Ancillary Agreements and Parent, in each case issued within five (5) Business Days prior the other documents to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formationbe delivered hereunder and thereunder; (e) tax clearance, tax lien waiver, tax good standing certificate or equivalent a receipt for each Seller, issued by the State of New York and the Commonwealth of Massachusetts.Purchase Price; and (f) A certificate of an authorized officer of each Seller, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct as of the Closing Date, except as otherwise set forth in the Final Disclosure Schedules; (g) all Patent, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained in connection with the Business and relating to the Intellectual Property, and a current copy of all Patent, Trademark certificates and other intellectual property dockets maintained in connection with the Business; (h) the Seller Letter of Credit, issued to the Escrow Agent (documents required to be delivered on the next Business Day after the Closing in accordance with the terms hereof); (i) copies of all notices, consents, Permits pursuant to Sections 8.01 and estoppels listed on Schedule 1.01(o) (collectively the “Material Consents”) and noted therein as being due at Closing; (j) certificates of title to all vehicles included as part of the Purchased Assets, duly endorsed by the applicable Seller for transfer to Buyer as of the Closing Date (provided, that timing of such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereon); (k) a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLP, with respect to (i) the valid existence and good standing of the Sellers, (ii) the limited liability company power of the Sellers to enter into this Agreement, (iii) the due authorization, execution and delivery of this Agreement by the Sellers and (iv) that the execution, delivery by the Sellers of their obligations under this Agreement does not violate the governing documents of such Sellers, in a form reasonably acceptable to Buyer; and (l) such other documents and instruments as Buyer shall reasonably request to consummate or evidence the transactions contemplated by the Transaction Documents8.03.

Closing Deliveries by the Sellers. At the Closing, each of the Sellers shall deliver or cause to be delivered to Buyer the following itemsPurchaser: (a) possession in the case of a Seller owning Membership Interests, a written instrument of transfer executed by such Seller, transferring such Seller’s Membership Interest to the Purchased AssetsPurchaser, substantially in the form attached hereto as Exhibit B; (b) a counterpart of each Transaction Documentthe Escrow Agreement, duly executed by the Sellers and Parent, as applicableSellers’ Representative; (c) a certificate stating that NPC International is not, and has not been during the relevant period under Section 897 of the Secretary or other authorized officer Code, a “U.S. real property holding corporation” within the meaning of each Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer: (i) attaching the Charter Documents of such Seller and, to the extent possible, certified by the appropriate authority in the jurisdiction of its formation; and (ii) certifying as to the resolutions Section 897 of the members of such Party and such Party’s board of managers authorizing the execution, delivery and performance of such Seller under this Agreement, each of the Transaction Documents to which it is a party and each of the transactions contemplated herein and therein; and (iii) attesting to the incumbency and signatures of the officers of such SellerCode; (d) certificates as a receipt for the amount received by such Seller pursuant to Section 2.05(c); (e) (i) customary pay-off letters from each of the holders of Funded Indebtedness other than the 2014 Notes (the “Pay-Off Letters”), in a form reasonably satisfactory to the good standing Purchaser, certifying that all such Funded Indebtedness owing to such holder shall have been fully paid and all Encumbrances securing such Funded Indebtedness shall have been released upon receipt by such holder of each Seller funds pursuant to Section 2.05(f) and Parent, (ii) evidence reasonably satisfactory to the lenders contemplated by the Debt Commitment Letters of the release of all other Encumbrances (except for Permitted Encumbrances) required in each case issued within order to provide such lenders the security interests required under the Debt Commitment Letters; (f) the certificate referenced in Section 9.02(a)(iii); (g) copies of letters of resignation of such current officers and directors of NPC and NPC International as the Purchaser identifies in writing to the Sellers’ Representative at least five (5) Business Days prior to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formation; (e) tax clearance, tax lien waiver, tax good standing certificate or equivalent for each Seller, issued by the State of New York and the Commonwealth of Massachusetts. (f) A certificate of an authorized officer of each Seller, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct as of the Closing Date, except as otherwise set forth in the Final Disclosure Schedules; (g) all Patent, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained in connection with the Business and relating to the Intellectual Property, and a current copy of all Patent, Trademark and other intellectual property dockets maintained in connection with the BusinessClosing; (h) if required by the Seller Letter applicable jurisdiction as a result of Creditthe transactions contemplated hereby, issued to the Escrow Agent transfer Tax forms (to be delivered and a counterpart signature on the next Business Day after the Closing in accordance with the terms hereof)each form) for each parcel of Owned Real Property and Leased Real Property; (i) copies a good standing certificate with respect to NPC and each of all noticesits Subsidiaries certified by the Secretary of State or comparable authority of the state of such entity’s incorporation or, consentsas required by the terms of the Debt Commitment Letters, Permits and estoppels listed on Schedule 1.01(othe Secretary of State or comparable authority of another state in which NPC or such Subsidiary is required to be qualified to do business as a foreign entity, in each case as of a date not more than fifteen (15) (collectively days prior to the “Material Consents”) and noted therein as being due at Closing;Closing Date; and (j) certificates of title to all vehicles included as part the termination and release of the Purchased AssetsAdvisory Agreement, dated May 3, 2006, among NPC, NPC International and MLGPEF or its Affiliate, in the form attached hereto as Exhibit C, duly endorsed executed and delivered by the applicable Seller for transfer to Buyer as each of the Closing Date (provided, that timing of parties to such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereon)agreement; (k) a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLP, with respect to (i) the valid existence and good standing of the Sellers, (ii) the limited liability company power of the Sellers to enter into this Agreement, (iii) the due authorization, execution and delivery of this Agreement by the Sellers and (iv) that the execution, delivery by the Sellers of their obligations under this Agreement does not violate the governing documents of such Sellers, in a form reasonably acceptable to Buyer; and (l) such other documents and instruments as Buyer shall reasonably request to consummate or evidence the transactions contemplated by the Transaction Documents.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver will deliver, or cause to be delivered delivered, to Buyer (or as Buyer or this Agreement otherwise directs), the following itemsfollowing: (a) possession all membership interest certificates representing the Company Interests, each duly endorsed in blank, or duly executed assignment documentation, dated the Closing Date and executed by the respective Seller, in a form suitable for transferring the Company Interests to Buyer in the records of the Purchased AssetsCompany and approved in advance by Buyer (such approval not to be unreasonably withheld); (b) a counterpart the written resignation (or documentation reasonably satisfactory to Buyer showing the removal) of each Transaction Documentdirector and officer of the Company, duly executed by with each such resignation (or removal) effective no later than the Sellers and Parent, as applicableEffective Time; (c) a certificate of the Secretary or other authorized officer of each SellerEscrow Agreement, dated the Closing DateDate and executed by Sellers Agent and the Escrow Agent; (d) the true and correct minute books and ownership records of the Company; (e) a waiver and release from each Seller, each dated the Closing Date and executed by each such Seller, in a form approved in advance by Buyer (such approval not to be unreasonably withheld); (f) an officer’s certificate of a duly authorized officer of the Company, in a form approved in advance by Buyer (such approval not to be unreasonably withheld), dated the Closing Date and substance reasonably satisfactory to Buyer: executed by such officer, certifying (i1) attaching that attached thereto is a true, correct and complete certified copy of the Charter Organizational Documents of such Seller andthe Company, to the extent possiblein each case as are then in full force and effect, certified by the appropriate authority in the jurisdiction of its formation; and (ii2) certifying as to that attached thereto is a true, correct and complete copy of the resolutions of the members Managers of such Party and such Party’s board of managers the Company authorizing the execution, delivery and performance of such Seller under this Agreement, Agreement and each Ancillary Document of the Transaction Documents to which it is a party Company and each of the transactions contemplated herein and therein; and (iii) attesting to the incumbency and signatures of the officers of such Seller; (d) certificates as to the good standing of each Seller and Parent, in each case issued within five (5) Business Days prior to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formation; (e) tax clearance, tax lien waiver, tax good standing certificate or equivalent for each Seller, issued by the State of New York as are then in full force and the Commonwealth of Massachusetts. (f) A certificate of an authorized officer of each Seller, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct as of the Closing Date, except as otherwise set forth in the Final Disclosure Scheduleseffect; (g) all Patentemployment agreements between the Company and each individual listed on Exhibit 7.2(g), Trademarkeach dated on or before the Closing Date and in a form approved in advance by Buyer (such approval not to be unreasonably withheld) (each an “Employment Agreement” and, and Copyright files and file wrapperscollectively, and all other legal files and materials received or maintained in connection with the Business and relating to the Intellectual Property, and a current copy of all Patent, Trademark and other intellectual property dockets maintained in connection with the Business“Employment Agreements”); (h) the Seller Letter of Crediteach Consent, issued to the Escrow Agent (to be delivered each dated on the next Business Day after or before the Closing Date and in accordance with the terms hereof)a form reasonably satisfactory to Buyer; (i) copies a customary payoff letter from each holder of any Indebtedness of the Company, each executed by all noticesapplicable parties and remaining in full force and effect on the Closing Date (each a “Payoff Letter”), consents, Permits which provide that upon the payment by Buyer of the amount stated in such Payoff Letter any Encumbrances (if applicable) are released and estoppels listed on Schedule 1.01(o) (collectively the “Material Consents”) and noted therein as being due at Closingfiling by Buyer of UCC-3 termination statements with respect to financing statements filed against the Company or any of its assets are authorized; (j) certificates UCC-3 termination statements with respect to financing statements filed against the Company or any of title its assets; (i) a certificate of good standing from the State of Florida Division of Corporations, and (ii) a certificate of good standing from each other jurisdiction in which the Company is qualified to all vehicles included as part do business, in each case, dated within five Business Days before Closing and stating that the Company is in good standing therein; (l) a certificate of compliance from the Purchased AssetsFlorida Department of Revenue, duly endorsed by dated within five Business Days before Closing and stating that the applicable Seller Company has no amount due or payable thereto; (m) the Company will have in its files, at its headquarters offices, a Form I-9 that is validly and properly completed in accordance with Applicable Law for transfer each Employee with respect to Buyer as of whom such form is required under Applicable Law. For each Employee whose social security number (or purported social security number) appeared on any “no-match” notification from the Closing Date Social Security Administration, such employee or the Sellers will have resolved in accordance with Applicable Law each discrepancy or non-compliance with Applicable Law with respect to such social security number (providedor, that timing of if applicable, such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereonpurported social security number); (kn) to the extent not already provided, a written Contract with the Company, each in accordance with all Applicable Law, that assigns to the Company all rights to all inventions, improvements, discoveries and information relating to the Company from each former and current Employee and each Person (including any independent contractor) that has developed or is developing Intellectual Property for the Company; (o) restrictive covenant agreements between Buyer and each individual listed on Exhibit 7.2(g) (each, a “Restrictive Covenant Agreement” and collectively the “Restrictive Covenant Agreements”), each dated on or before the Closing Date and in a form approved in advance by Buyer (such approval not to be unreasonably withheld); (p) a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLP, with respect to (i) the valid existence and good standing consent of the Sellers, spouse (iior former spouse) the limited liability company power of the Sellers individuals(s) listed on Exhibit 7.2(p), consenting to enter into this Agreement, (iii) the due authorization, execution and delivery of this Agreement and the performance by such individual(s) listed on Exhibit 7.2(p) of the Sellers obligations hereunder, dated on or before the Closing Date and in a form approved in advance by Buyer (ivsuch approval not to be unreasonably withheld); (q) that a written document, dated on or before the execution, delivery by the Sellers of their obligations under this Agreement does not violate the governing documents of such Sellers, Closing Date and in a form reasonably acceptable satisfactory to Buyer, executed by Founders Advisors, that states that Founders Advisors and its applicable Affiliates have been paid in full for all amounts that before, at or after Closing may be owed to Founders Advisors or any such Affiliate in connection with the transactions contemplated herein; (r) a written document, dated on or before the Closing Date and in a form reasonably satisfactory to Buyer, executed by Morris, Manning, & Xxxxxx, LLP, that states that Morris, Manning, & Xxxxxx, LLP and its applicable Affiliates have been paid in full for all amounts that before, at or after Closing may be owed to Morris, Manning, & Xxxxxx, LLP or any such Affiliate in connection with the transactions contemplated herein; (s) a true and correct copy of a duly executed IRS Form 8023; (t) all other documents as Buyer may reasonably request to facilitate the consummation of the transactions contemplated herein; and (lu) such all other documents and instruments as Buyer shall reasonably request items required by this Agreement to consummate be delivered, or evidence the transactions contemplated caused to be delivered, by the Transaction DocumentsSellers at Closing.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to Buyer the following itemsPurchasers: 2.10.2.1 Bills of Sale in substantially the form attached to this Agreement as EXHIBIT 2.10.2.1, one Xxxx of Sale executed by each of the Sellers, conveying the Assets of such Seller free and clear of any liens, encumbrances or defects except as specifically set forth on SCHEDULE 3. 1.5.1. The Bills of Sale shall convey the Assets to the Purchasers as follows: (a) possession Each of the Purchased AssetsSpider WA, Power Climber CA, Suspended Scaffold, Scaffold Climber, Power Staging, and Astro Hoist shall convey their respective Assets to Spider Acquisition, except as set forth in subparagraphs (c) and (d) below; (b) a counterpart of each Transaction DocumentRampart and Flow shall convey their respective Assets to Services LLC, duly executed by the Sellers and Parent, as applicablesuch conveyances deemed effective just prior to Closing; (c) a certificate of Spider BC shall convey its Assets to Canada Acquisition; and (d) Power Climber Belgium and Holdings Belgium shall convey their respective Assets to Belgium Acquisition; 2.10.2.2 Assignment and Assumption Agreements in substantially the Secretary or other authorized officer of each Sellerform attached to this Agreement as EXHIBIT 2.10.2.2, dated the Closing Date, in form one Assignment and substance reasonably satisfactory to Buyer: (i) attaching the Charter Documents of such Seller and, to the extent possible, certified Assumption Agreement executed by the appropriate authority in the jurisdiction of its formation; and (ii) certifying as to the resolutions of the members of such Party and such Party’s board of managers authorizing the execution, delivery and performance of such Seller under this Agreement, each of the Transaction Documents Sellers, pursuant to which the Sellers shall assign and the Purchasers shall assume the Assigned Contracts (except for the Leases and the Nihon Bisoh Agreement, which shall be assigned and assumed pursuant to SECTIONS 2.10.2.3 and 2.10.2.4, respectively) as follows: (a) Spider WA, Power Climber CA, Suspended Scaffold, Scaffold Climber, Power Staging, and Astro Hoist shall each assign the Assigned Contracts to which they are a party to Spider Acquisition, except as set forth in subparagraphs (c) and (d) below; (b) Flow and Rampart shall each assign the Assigned Contracts to which they are a party to Services LLC, such assignments deemed effective just prior to Closing; (c) Spider BC shall assign the Assigned Contracts to which it is a party and each of the transactions contemplated herein and thereinto Canada Acquisition; and (iii) attesting to the incumbency and signatures of the officers of such Seller;and (d) certificates as Power Climber Belgium and Holdings Belgium shall each assign the Assigned Contracts to the good standing of each Seller and Parent, in each case issued within five (5) Business Days prior which they are a party to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formationBelgium Acquisition; (e) tax clearance, tax lien waiver, tax good standing certificate or equivalent for each Seller, issued by 2.10.2.3 Assignments of Lease in substantially the State of New York and the Commonwealth of Massachusetts. (f) A certificate of an authorized officer of each Seller, on behalf of such Seller, representing and warrantying form attached to Buyer that the statements contained in Article V of this Agreement are complete and correct as EXHIBIT 2.10.2.3(a), one Assignment of the Closing Date, except as otherwise set forth in the Final Disclosure Schedules; (g) all Patent, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained in connection with the Business and relating to the Intellectual Property, and a current copy of all Patent, Trademark and other intellectual property dockets maintained in connection with the Business; (h) the Seller Letter of Credit, issued to the Escrow Agent (to be delivered on the next Business Day after the Closing in accordance with the terms hereof); (i) copies of all notices, consents, Permits and estoppels listed on Schedule 1.01(o) (collectively the “Material Consents”) and noted therein as being due at Closing; (j) certificates of title to all vehicles included as part of the Purchased Assets, duly endorsed Lease executed by the applicable Seller (tenant) for transfer to Buyer as of each real property lease included among the Closing Date Assigned Contracts (providedthe "Leases"), that timing of such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereon); (k) a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLP, with respect to (i) the valid existence and good standing assigning all of the Sellers' leasehold interests in the Leased Property (except for the Detroit Real Property, (ii) the limited liability company power of the Sellers which shall be subject to enter into this Agreement, (iii) the due authorization, execution and delivery of this Agreement by the Sellers and (iv) that the execution, delivery by the Sellers of their obligations under this Agreement does not violate the governing documents of such Sellers, in a form reasonably acceptable sublease agreement pursuant to Buyer; and (l) such other documents and instruments as Buyer shall reasonably request to consummate or evidence the transactions contemplated by the Transaction DocumentsSECTION 2.10.

Closing Deliveries by the Sellers. (a) At the Initial Closing, the Sellers shall will deliver (or cause to be delivered delivered) to the Buyer the following itemsfollowing: (ai) possession A certificate of ST and a duly authorized officer of the Purchased AssetsSellers, respectively, and the Subsidiaries, dated the Initial Closing Date, to the effect that the conditions specified in Section 8.2(a), Section 8.2(b) and Section 8.2(c) have been satisfied; (bii) A bill of sale substantially in the form attached as Schedule E herxxx (a counterpart "Bill of each Transaction DocumentSale"), duly executed by each of the Sellers, the Subsidixxxxs and ST Finance, with respect to the Initial Closing Purchased Assets and Initial Closing Assumed Liabilities; (iii) An Assignment and Assumption Agreement substantially in the form attached as Schedule F hereto (an "Assignment and Assumption Agreement"), duly executed by each of the Sellers, the Subsidiaries and ST Finance, with respect to the Initial Closing Purchased Assets and Initial Closing Assumed Liabilities; (iv) [Intentionally Omitted]; (v) Confidentiality and Non-Competition Agreements, duly executed by each of the persons listed in Section 4.2(a)(v) of the Disclosure Schedules, substantially in the form attached as Schedule B hereto, subject to Section 8.2(d); (vi) A certificate duly executed by the Secretary or the competent corporate body of each of the Sellers and Parent, as applicable; (c) a certificate of the Secretary or other authorized officer of each Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer: (i) attaching the Charter Documents of such Seller and, to the extent possible, certified by the appropriate authority in the jurisdiction of its formation; and (ii) Subsidiaries certifying as to the resolutions Organizational Documents of the members of such Party and such Party’s board of managers authorizing the execution, delivery and performance of such Seller under this Agreement, each of the Transaction Documents to which it is a party Sellers and each of the transactions contemplated herein and therein; and (iii) attesting to the incumbency and signatures of the officers of such SellerSubsidiaries; (dA) certificates as to the good standing of each Seller and Parent, in each case issued within five (5) Business Days prior to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formation; (e) tax clearance, tax lien waiver, tax good standing certificate or equivalent for each Seller, issued by the State of New York and the Commonwealth of Massachusetts. (f) A certificate of an authorized officer of each Seller, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct Certificates dated as of recent dates certifying the Closing Date, except as otherwise set forth in the Final Disclosure Schedules; (g) all Patent, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained in connection with the Business and relating to the Intellectual Property, and a current copy of all Patent, Trademark and other intellectual property dockets maintained in connection with the Business; (h) the Seller Letter of Credit, issued to the Escrow Agent (to be delivered on the next Business Day after the Closing in accordance with the terms hereof); (i) copies of all notices, consents, Permits and estoppels listed on Schedule 1.01(o) (collectively the “Material Consents”) and noted therein as being due at Closing; (j) certificates of title to all vehicles included as part of the Purchased Assets, duly endorsed by the applicable Seller for transfer to Buyer as of the Closing Date (provided, that timing of such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereon); (k) a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLP, with respect to (i) the valid existence and good standing of each of the Non-DR Entities issued by the jurisdiction where it is organized, formed or created and (B) a Certification issued by the Chamber of Commerce and Production of Santo Domingo, Inc., stating that the DR Entities are duly recorded at xxx Xxxcantile Registry; (viii) A certificate duly executed by an executive officer of the Sellers and the Subsidiaries certifying that, based upon the Books and Records, and based on such executive's best estimate made in good faith, as of the Working Capital Calculation Date, the Sellers and the Subsidiaries have at least $42,600,000 in U.S. Cash and Working Capital is at least negative $2,400,000; (ix) Affidavits of non-foreign status that comply with Section 1445 of the Code, substantially in the form attached as Schedule I hereto (a "Non-Foreign Status Affidavit"), duly executed by ST and each Seller (other than Dialaround) that is not a foreign person under Sections 897 or 1445 of the Code; (x) A copy of the Dialaround Transition Services Agreement, duly executed by Dialaround; (xi) A legal opinion from regulatory counsel to the Sellers, substantially in the form attached as Schedule D hereto (ii) the limited liability company power of the Sellers to enter into this Agreement, (iii) the due authorization, execution and delivery of this Agreement by the Sellers and (iv) that the execution, delivery by the Sellers of their obligations under this Agreement does not violate the governing documents of such Sellers, in a form reasonably acceptable to Buyer"Regulatory Legal Opinion"); and (lxii) such other documents A legal opinion from, Headrick Rizik Alvarez & Fernandez, Dominican Republic counsel to xxx Xxxlxxx, xxxxxxxxialxx xx xxx form attached as Schedule C hereto (the "DR Legal Opinion"). (b) At the Dialaround Closing, the Sellers will deliver (or cause to be delivered) to the Buyer the following: (i) A certificate of ST and instruments as Buyer shall reasonably request a duly authorized officer of the Sellers, respectively, and the Subsidiaries, dated the Dialaround Closing Date, to consummate or evidence the transactions contemplated effect that the conditions specified in Section 8.4(a) have been satisfied; (ii) A Bill of Sale, duly executed by Dialaround and ST Finance with resxxxx to the Transaction DocumentsDialaround Assets and the Dialaround Assumed Liabilities; (iii) An Assignment and Assumption Agreement, duly executed by Dialaround and ST Finance with respect to the Dialaround Assets and the Dialaround Assumed Liabilities; (iv) Evidence of all consents required in connection with the assignment of the Dialaround Assets; and (v) A Non-Foreign Status Affidavit, duly executed by Dialaround.

Closing Deliveries by the Sellers. At Prior to or at the Closing, the Sellers shall deliver or cause to be delivered to Buyer the following itemsAcquiror the following: (ai) possession a duly executed Assignment of Membership Interests substantially in the form attached hereto as Exhibit C (the “Assignment of Membership Interests”), effecting the transfer of the Purchased AssetsContributed Interests, executed by the Sellers; (bii) a counterpart of each Transaction Document, duly executed Stock Purchase Agreements substantially in the form attached hereto as Exhibit D (the “Stock Purchase Agreements”), executed by Kxxx X. Xxxxxxxxx (with respect to Green Sky) and Jxx-Xxxx Xxxxxxx (with respect to Green Desert and Ocotillo), effecting the Sellers sale and Parenttransfer of all of the issued and outstanding shares of common stock of Green Sky, as applicableGreen Desert and Ocotillo to Harvest DCP; (ciii) a certificate duly executed Change of Control Agreement, substantially in the form attached hereto as Exhibit E (the “Change of Control Agreement”) pursuant to which the current Persons in member, director, officer or other executive control positions with Giving Tree shall resign from and release Giving Tree, and be replaced with Persons elected or appointed by ParentCo; (iv) a written consent of the Secretary or other authorized officer respective managers and board of directors of the Target Companies appointing such managers, officers and directors of each Sellerof the respective entities as are designated by Acquiror; (v) a good standing certificate for each of the Target Companies issued by the Arizona Corporation Commission and dated as of a date not earlier than ten (10) Business Days prior to the Closing; (vi) if required, dated a properly executed FIRPTA certificate/statement from each Seller in form and substance required under Regulations Section 1.1445-2(b)(2) and reasonably acceptable to the Closing DateAcquiror that such Seller is not a foreign person for purposes of Section 1445 of the Code; (vii) releases and resignations of the managers, directors and officers of the Target Companies, effective as of the Closing, in form and substance satisfactory to Acquiror; (viii) copies of the third-party consents, in form and substance reasonably satisfactory to Buyer: the Acquiror, listed on Section 2.05(a)(viii) of the Disclosure Schedule; (iix) attaching minute books, equity interest transfer books and company certificates, and all company seals and financial and accounting books and records of the Charter Documents of such Seller and, to Target Companies; (x) the extent possibleAllocation Schedule, certified by the appropriate authority in the jurisdiction of its formation; and (ii) certifying as to the resolutions of the members of such Party and such Party’s board of managers authorizing the execution, delivery and performance of such Seller under this Agreement, each of the Transaction Documents to which it is a party and each of the transactions contemplated herein and therein; and (iii) attesting to the incumbency and signatures of the officers of such SellerSellers’ Representative; (d) certificates as to the good standing of each Seller and Parent, in each case issued within five (5) Business Days prior to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formation; (e) tax clearance, tax lien waiver, tax good standing certificate or equivalent for each Seller, issued by the State of New York and the Commonwealth of Massachusetts. (f) A certificate of an authorized officer of each Seller, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct as of the Closing Date, except as otherwise set forth in the Final Disclosure Schedules; (g) all Patent, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained in connection with the Business and relating to the Intellectual Property, and a current copy of all Patent, Trademark and other intellectual property dockets maintained in connection with the Business; (h) the Seller Letter of Credit, issued to the Escrow Agent (to be delivered on the next Business Day after the Closing in accordance with the terms hereof); (i) copies of all notices, consents, Permits and estoppels listed on Schedule 1.01(o) (collectively the “Material Consents”) and noted therein as being due at Closing; (j) certificates of title to all vehicles included as part of the Purchased Assets, duly endorsed by the applicable Seller for transfer to Buyer as of the Closing Date (provided, that timing of such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereon); (kxi) a legal opinion from counsel to Sellerscustomary payoff letter, Xxxxxx & Xxxxxxx LLP, with respect to release and lien discharge (i) the valid existence and good standing of the Sellers, (ii) the limited liability company power of the Sellers to enter into this Agreement, (iii) the due authorization, execution and delivery of this Agreement by the Sellers and (iv) that the execution, delivery by the Sellers of their obligations under this Agreement does not violate the governing documents of such Sellersor agreements therefor), in a form reasonably acceptable satisfactory to BuyerParentCo, from Halcon Consulting, LLC with respect to the Willcox Loan; (xii) a duly executed Management Services Agreement executed by Banyan Management; (xiii) duly executed Stock Purchase Agreements executed by Harvest DCP; (xiv) duly executed Termination Agreements substantially in the form attached hereto as Exhibit F (the “Termination Agreements”), pursuant to which each of Kxxx X. Mxxxxxxxx, Xxx-Xxxx Holyoak and Gxxx Xxxxxx shall terminate their employment agreements with Green Sky, Green Desert and Giving Tree, respectively; and (lxv) such other certificates or other documents reasonably requested and instruments as Buyer shall reasonably request necessary to consummate or evidence effectuate the transactions contemplated by the Transaction Documentshereby.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be have delivered to Buyer the following itemsBuyer: (a) possession A written payoff letter as of the Purchased AssetsClosing Date with respect to each item of Outstanding Indebtedness or evidence that such prior Outstanding Indebtedness has been fully paid and that all Liens relating thereto have been terminated or released; (b) a counterpart of each Transaction Document, duly A release executed by each of the Sellers and ParentSeller’s in respect of any rights to indemnification or advancement of expenses such Person may have under the Company Charter Documents or any of the Subsidiary Charter Documents with regard to any matters arising under, as applicablein connection with or relating to this Agreement or the other Transaction Documents; (c) a A certificate executed by each of the Sellers stating that the conditions set forth in Sections 5.1 through 5.3 hereof have been satisfied; (d) Certificates of good standing or such other similar certificates with respect to the Company and each of its Subsidiaries dated not earlier than ten (10) days prior to the Closing Date from their respective jurisdictions of incorporation and from every jurisdiction in which such Person is required to qualify to do business as a foreign entity; (e) A copy of the Company Charter Documents and for each Subsidiary, a copy of the Subsidiary Charter Documents, certified by the Secretary of State of its jurisdiction of incorporation or other authorized officer formation; (f) A duly executed and completed Internal Revenue Service Form 8023 making the Section 338(h)(10) Election in connection with the acquisition of the Stock by the Buyer pursuant to the terms of this Agreement; (g) A non-foreign affidavit dated as of the Closing Date from each Seller, dated sworn under penalty of perjury and in form and substance required under the Closing Date, Treasury Regulations issued pursuant to Section 1445 of the Code stating that such Seller is not a “foreign person” as defined in Section 1445 of the Code; (h) A copy of the signed Employee Retention Escrow Agreement; (i) A fully executed copy of each of the Employee Retention Agreements; (j) Evidence in form and substance reasonably satisfactory to Buyer: (i) attaching the Charter Documents Buyer of such Seller and, the effective transfer of ownership of Company common stock from J. Dxxxxxx Xxxxxxxx to the extent possible, certified by the appropriate authority in the jurisdiction of its formation; and (ii) certifying as to the resolutions of the members of such Party and such Party’s board of managers authorizing the execution, delivery and performance of such Seller under this Agreement, each of the Transaction Documents to which it is a party and each of the transactions contemplated herein and therein; and (iii) attesting to the incumbency and signatures of the officers of such Seller; (d) certificates as to the good standing of each Seller and Parent, in each case issued within five (5) Business Days prior to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formation; (e) tax clearance, tax lien waiver, tax good standing certificate or equivalent for each Seller, issued by the State of New York and the Commonwealth of Massachusetts. (f) A certificate of an authorized officer of each Seller, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct as of the Closing Date, except as otherwise set forth in the Final Disclosure Schedules; (g) all Patent, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained in connection with the Business and relating to the Intellectual Property, and a current copy of all Patent, Trademark and other intellectual property dockets maintained in connection with the Business; (h) the Seller Letter of Credit, issued to the Escrow Agent (to be delivered on the next Business Day after the Closing in accordance with the terms hereof); (i) copies of all notices, consents, Permits and estoppels listed on Schedule 1.01(o) (collectively the “Material Consents”) and noted therein as being due at Closing; (j) certificates of title to all vehicles included as part of the Purchased Assets, duly endorsed by the applicable Seller for transfer to Buyer as of the Closing Date (provided, that timing of such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereon)Sellers; (k) a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLP, with respect to (i) the valid existence A Non-Competition and good standing Non-Solicitation Agreement executed by Dxxxxxx Xxxxxxxx in favor of the Sellers, Company in substantially the form attached hereto as Exhibit 9.1(d); (iil) the limited liability company power A copy of the Sellers to enter into this AgreementConsulting Agreement duly executed by DBT Investments Company, (iii) the due authorization, execution and delivery of this Agreement by the Sellers and (iv) that the execution, delivery by the Sellers of their obligations under this Agreement does not violate the governing documents of such Sellersan Ohio general partnership, in a substantially the form reasonably acceptable to Buyerattached hereto as Exhibit 5.12(l); and (lm) such Such other documents and instruments as the Buyer shall may reasonably request to consummate or evidence in connection with the transactions contemplated by hereby and the other Transaction Documents.

Closing Deliveries by the Sellers. At or prior to the Closing, the Sellers shall deliver or cause to be delivered to Buyer, and, in the case of the delivery in Section 2.5.1(iii), to Buyer and the following itemsEscrow Agent: (ai) possession a statement certified by the chief financial officer or treasurer of the Purchased AssetsCompany setting forth the Estimated Net Working Capital, the Estimated Closing Date Cash and the Estimated Closing Date Debt; (bii) an assignment executed and delivered by each Seller of that Seller’s Equity Interests, which assignment is substantially in the form of the instrument attached to this Agreement as Exhibit B; (iii) a counterpart of each Transaction Documentthe Escrow Agreement, duly executed by the Sellers and Parent, as applicableSeller Representative; (civ) a certificate the resignations, effective as of the Secretary or other authorized officer Closing, of each Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer: (i) attaching the Charter Documents of such Seller and, to the extent possible, certified by the appropriate authority in the jurisdiction of its formation; and (ii) certifying as to the resolutions of the members of such Party and such Party’s board of managers authorizing the execution, delivery and performance of such Seller under this Agreement, each of the Transaction Documents to which it is a party and each of the transactions contemplated herein and therein; and (iii) attesting to the incumbency and signatures all of the officers of the Company and each of its Subsidiaries, except for such Seller; (d) certificates Persons as to the good standing of each Seller and Parent, shall have been designated in each case issued within writing at least five (5) Business Days prior to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formationBuyer to the Sellers; (ev) tax clearance“payoff” letters or similar releases or confirmations from third parties, tax lien waiverin forms reasonably satisfactory to Buyer, tax good standing certificate or equivalent for each Seller, issued by the State of New York and the Commonwealth of Massachusetts. (f) A certificate of an authorized officer of each Seller, on behalf of such Seller, representing and warrantying to Buyer confirming that the statements contained in Article V Indebtedness of this Agreement are complete and correct the Company set forth on Section 2.5.1(v) of the Schedules shall be repaid as of the Closing Date, except as otherwise set forth in ; it being understood that the Final Disclosure Schedules; (g) all Patent, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained in connection with the Business and relating to the Intellectual Property, and a current copy of all Patent, Trademark and other intellectual property dockets maintained in connection with the Business; (h) the Seller Letter of Credit, issued to the Escrow Agent (Buyer shall cause any such Indebtedness to be delivered on the next Business Day after the Closing in accordance with the terms hereof); (i) copies paid off as of all notices, consents, Permits and estoppels listed on Schedule 1.01(o) (collectively the “Material Consents”) and noted therein as being due at Closing; (j) certificates of title to all vehicles included as part of the Purchased Assets, duly endorsed by the applicable Seller for transfer to Buyer as of the Closing Date (provided, that timing of such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereon); (kvi) a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLP, with respect to copy of (i) the valid existence and good standing certificate of limited partnership, certificate of formation (or other similar organizational document), as amended, of the SellersCompany, certified by the Secretary of State in its jurisdiction of organization, as of a date not earlier than five (5) Business Days prior to the Closing and accompanied by a certificate of the Secretary of the Company and the applicable Subsidiary, dated as of the Closing, stating that no amendments have been made to such certificate of limited partnership since such date, and (ii) the limited liability company power partnership agreement of the Sellers Company (or similar document) and each of its Subsidiaries, certified by the Secretary of the Company and the applicable Subsidiary; (vii) a good standing certificate for the Company from the Secretary of State in its jurisdictions of organization and from the Secretary of State in each other jurisdiction set forth beside the Company’s name on Section 2.5.1(vii) of the Schedules, in each case dated as of a date not earlier than five (5) Business Days prior to enter into this Agreement, the Closing; (iiiviii) a certificate of the due authorization, execution Secretary of the Company certifying the names and delivery signatures of the officers of the Company authorized to sign this Agreement and the other documents to be delivered by the Sellers Company hereunder and thereunder; (ivix) that the execution, delivery by the Sellers a certificate of their obligations under this Agreement does not violate the governing documents of such Sellers, non-foreign status (in a form reasonably acceptable to Buyer) pursuant to Treasury Regulation Section 1.1445-2(b)(2); (x) a certificate executed by the Seller Representative, on behalf of the Sellers, dated as of the Closing Date certifying to Buyer the satisfaction of the conditions set forth in Section 7.1(i) (the “Seller Closing Certificate”); and (lxi) such those other documents and instruments as Buyer shall reasonably request to consummate or evidence listed on Section 2.5.1 of the transactions contemplated by the Transaction DocumentsSchedules.

Closing Deliveries by the Sellers. At the Closing, the Sellers Majority Seller shall deliver deliver, or cause to be delivered delivered, to Buyer the Purchasers and Xxxxxxx the following itemsduly executed documents: (a) possession of the Purchased Assetscertificates referred to in Sections 3.5(a), (b), (d), (e) and (g); (b) a counterpart the Articles of each Transaction Document, duly executed by the Sellers and Parent, as applicableAmendment; (c) a certificate the Assignment of the Secretary or other authorized officer of each Seller, dated the Closing Date, in form Debt and substance reasonably satisfactory to Buyer: (i) attaching the Charter Documents of such Seller and, to the extent possible, certified by the appropriate authority in the jurisdiction of its formation; and (ii) certifying as to the resolutions of the members of such Party and such Party’s board of managers authorizing the execution, delivery and performance of such Seller under this Agreement, each of the Transaction Documents to which it is a party and each of the transactions contemplated herein and therein; and (iii) attesting to the incumbency and signatures of the officers of such SellerVoluntary Escrow Deed; (d) certificates as to a written application for the good standing subscription of each Seller and Parent, Issued Xxxxxxx Shares in each case issued within five (5) Business Days prior to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formationaccordance with this Agreement; (e) tax clearance, tax lien waiver, tax good standing certificate the books and records of MPBA and each MPBA Subsidiary that are in the possession or equivalent for each Seller, issued by the State control of New York and the Commonwealth of Massachusetts.any Seller or its advisors or agents; (f) A certificate one or more opinions of an authorized officer of each Seller, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct as of the Closing Date, except as otherwise set forth in the Final Disclosure Schedules; (g) all Patent, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained in connection with the Business and relating British Columbia counsel to the Intellectual PropertySellers and New Gold, and a current copy of all Patent, Trademark and other intellectual property dockets maintained in connection with the Business; (h) the Seller Letter of Credit, issued addressed to the Escrow Agent (Purchasers and Xxxxxxx, subject to be delivered on customary assumptions and qualifications and in form and substance satisfactory to the next Business Day after the Closing Purchasers and Xxxxxxx and their counsel, in accordance with the terms hereof);respect of: (i) copies the corporate existence of all notices, consents, Permits each of the Sellers and estoppels listed on Schedule 1.01(o) (collectively the “Material Consents”) and noted therein as being due at ClosingNew Gold; (j) certificates of title to all vehicles included as part of the Purchased Assets, duly endorsed by the applicable Seller for transfer to Buyer as of the Closing Date (provided, that timing of such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereon); (k) a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLP, with respect to (i) the valid existence and good standing of the Sellers, (ii) the limited liability company power and authority of the Sellers each Seller and New Gold to enter into this Agreement, Agreement and any other Closing Agreement to which the Sellers and New Gold are a party; (iii) the due authorization, corporate action taken by the Sellers and New Gold to authorize the execution and delivery of this Agreement by and each Closing Agreement to which they are a party, and the Sellers and (iv) that the execution, delivery by the Sellers performance of their respective obligations under this Agreement does not violate the governing documents of such Sellers, in a form reasonably acceptable to Buyerhereunder and thereunder; and (liv) the binding nature of (1) this Agreement as an obligation of the Sellers and New Gold, and (2) any other Closing Agreement to which the Sellers and New Gold are a party that are governed by the laws of British Columbia. (g) one or more opinions of Brazilian counsel to the Sellers, addressed to the Purchasers and Xxxxxxx, subject to customary assumptions and qualifications and in form and substance satisfactory to the Purchasers and Xxxxxxx and their counsel, in respect of: (i) the corporate existence of MPBA and each MPBA Subsidiary; and (ii) the authorized and outstanding capital of MPBA and each MPBA Subsidiary; and (h) such other instruments of transfer, certificates and documents and instruments required by this Agreement or as Buyer shall reasonably request to consummate or evidence the transactions contemplated may be requested by the Transaction DocumentsPurchasers or Xxxxxxx, acting reasonably, prior to the Closing Date to carry out the intent and purposes of this Agreement, including such documents as may be required to complete any registration, recording or publication of the purchase and sale of the Majority Seller Quotas and the Minority Seller Quotas and the assignment of the Intercompany Loans.

Closing Deliveries by the Sellers. At the Closing, the Sellers each Seller shall deliver or cause to be delivered to Buyer the following itemsdocuments to the extent such Seller is a party thereto: (a) possession a validly executed deed(s) of transfer or other document(s) or instrument(s) to the Purchaser evidencing the transfer of its Membership Interest (which in the case of Xxxxxx shall be the Xxxxxx Membership Interest, in the case of Thales shall be the Thales Membership Interest, in the case of Class II Member shall be the Class II Member Membership Interest and in the case of the Purchased AssetsManagement Team shall be the Management Team Membership Interest) to the Purchaser, together with any stock powers, endorsements, transfer tax stamps, spousal waivers of community property rights or other documents required for the sale, conveyance, transfer and delivery of the Membership Interests; (b) a counterpart of each Transaction Document, duly executed receipt(s) to the Purchaser for the Purchase Price to be received by the Sellers and Parent, as applicablesuch Seller pursuant to Section 2.05(a); (c) a certificate of the Secretary or other authorized officer of each Seller, dated Xxxxxx/LiveTV Technology License Agreement and the Closing Date, in form and substance reasonably satisfactory to Buyer: (i) attaching the Charter Documents of such Seller and, to the extent possible, certified by the appropriate authority in the jurisdiction of its formation; and (ii) certifying as to the resolutions of the members of such Party and such Party’s board of managers authorizing the execution, delivery and performance of such Seller under this Thales/LiveTV Technology License Agreement, each of the Transaction Documents to which it is a party and each of the transactions contemplated herein and therein; and (iii) attesting to the incumbency and signatures of the officers of such Sellerexecuted by Xxxxxx or Thales, as appropriate; (d) certificates a certificate from each of the Sellers dated as of the Closing Date executed by such Seller, which if such Seller is an entity shall be by an executive officer of such Seller, certifying that each of the conditions applicable to such Seller set forth in Section 8.02 has been satisfied; (e) resignations of all employees of the Sellers as directors or officers of the LLC and as trustees or other fiduciaries of the LLC benefit plans; (f) a Transition Services Agreement in the form attached hereto as Exhibit C-1 executed by Xxxxxx and a Transition Services Agreement in the form attached hereto as Exhibit C-2 executed by Thales (each, a "Transition Services Agreement"); (g) a Non-Solicitation Agreement in the form attached hereto as Exhibit D-1 executed by Xxxxxx and a Non-Solicitation Agreement in the form attached hereto as Exhibit D-2 executed by Thales (each, a "Non-Solicitation Agreement"); (h) the release and discharge of the LLC and the Purchaser required to be delivered by the Sellers pursuant to Section 6.08; (i) a good standing certificate of each Seller and Parent, in each case issued within five that is a corporation or limited liability company from the appropriate Governmental Authority dated not more than ten (510) Business Days prior to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formation; (e) tax clearance, tax lien waiver, tax good standing certificate or equivalent for each Seller, issued by the State of New York and the Commonwealth of Massachusetts. (f) A certificate of an authorized officer of each Seller, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct as of the Closing Date, except as otherwise set forth in the Final Disclosure Schedules; (g) all Patent, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained in connection with the Business and relating to the Intellectual Property, and a current copy of all Patent, Trademark and other intellectual property dockets maintained in connection with the Business; (h) the Seller Letter of Credit, issued to the Escrow Agent (to be delivered on the next Business Day after the Closing in accordance with the terms hereof); (i) copies of all notices, consents, Permits and estoppels listed on Schedule 1.01(o) (collectively the “Material Consents”) and noted therein as being due at Closing; (j) certificates evidence reasonably satisfactory in form and substance that the agreements set forth in paragraph 2 of title to all vehicles included as part of the Purchased Assets, duly endorsed by the applicable Seller for transfer to Buyer as of the Closing Date (provided, that timing of such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereon);Schedule 3.21 have been terminated; and (k) a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLP, with respect to (i) the valid existence and good standing of the Sellers, (ii) the limited liability company power of the Sellers to enter into this Agreement, (iii) the due authorization, execution and delivery of this Agreement by the Sellers and (iv) that the execution, delivery by the Sellers of their obligations under this Agreement does not violate the governing documents of such Sellers, in a form reasonably acceptable to Buyer; and (l) such other documents and instruments referred to in Section 8.02 and such other customary transfer and Closing documents as Buyer Purchaser shall reasonably request to consummate or evidence the transactions contemplated by the Transaction Documentsrequest.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver deliver, or cause to be delivered delivered, to Buyer Encore each of the following itemsfollowing: (ai) possession certificates of the Purchased AssetsSecretary of State of the State of Texas and the Texas Comptroller of Public Accounts as to the legal existence and good standing of each Acquired Company in the State of Texas; (bii) certificates representing the Purchased Securities (to the extent certificated), each of which shall be either (A) duly endorsed in blank by the Seller named thereon or (B) accompanied by interest transfer powers duly executed in blank by the Seller named thereon; (iii) an Assignment of Limited Liability Company Interests, in the form attached hereto as Exhibit B, with respect to the Purchased Securities held by each Seller (whether or not certificated), duly executed by such Seller; (iv) a counterpart of each Transaction Documentreceipt for the Estimated Closing Purchase Price paid to the Seller Representative at the Closing, duly executed by the Sellers and Parent, as applicableSeller Representative; (cv) the Escrow Agreement, duly executed by the Seller Representative; (vi) a certificate payoff letter from each holder of the Secretary or other authorized officer of each Seller, dated the Closing DateSpecified Indebtedness, in form and substance reasonably satisfactory to Buyer: (i) attaching Encore, providing for the Charter Documents release of all Security Interests, if any, relating to such Seller and, to the extent possible, certified by the appropriate authority in the jurisdiction of its formation; and (ii) certifying as to the resolutions Indebtedness immediately upon satisfaction of the members terms contained in such payoff letters; (vii) copies of such Party all governmental and such Party’s board of managers authorizing third-party filings, licenses, consents, authorizations, waivers and approvals that are required to be made or obtained for the execution, delivery and performance of such Seller under this Agreement, each of the Transaction Documents to which it is a party and each consummation of the transactions contemplated herein and therein; and (iii) attesting to by this Agreement or for the incumbency and signatures operation of the officers Business by Encore and its Affiliates after the Effective Time (including with, from or by the Texas Office of such SellerConsumer Credit Commissioner), none of which shall contain any conditions or requirements that are adverse to Encore; (dviii) certificates as a letter agreement between Encore Capital Group, Inc. and Xxxx X. “Xxxx” Xxxxxx (the “Investment Letter”) regarding the purchase by Xxxx X. “Xxxx” Xxxxxx of 14,849 shares of the Common Stock, par value $0.01 per share, of Encore Capital Group, Inc. for an aggregate purchase price of $350,000, duly executed by Xxxx X. “Xxxx” Xxxxxx; (ix) pursuant to the Investment Letter, $350,000 in good standing funds paid to or for the account of Encore Capital Group, Inc. by Xxxx X. “Xxxx” Xxxxxx (which funds may be withheld from the portion of the Estimated Closing Purchase Price payable to or for the account of JHBC pursuant to Section 2.3(c) and remitted to Encore Capital Group, Inc.); (x) a Non-Competition Agreement, in the form attached hereto as Exhibit C (each, a “Seller Non-Competition Agreement”), duly executed by each Seller of XxXxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx, Xx., Xxxxx X. Xxxxxxx and ParentXxxx X. “Xxxx” Xxxxxx; (xi) a letter agreement regarding certain employee benefits in the form attached hereto as Exhibit D-1 (each, a “Severance Letter”), and an Employee Confidentiality and Non-Solicitation Agreement, in the form attached hereto as Exhibit D-2 (each, an “Employee Confidentiality Agreement”), each duly executed by each of Xxxxx Xxxxxxx, Xxxx X. “Xxxx” Xxxxxx and Xxxxxxxx X. Xxxxxxx; (xii) an Independent Contractor Agreement, in the form attached hereto as Exhibit E-1 (each, a “Contractor Agreement”), and a Confidentiality and Non-Solicitation Agreement, in the form attached hereto as Exhibit E-2 (each, a “Contractor Confidentiality Agreement”), each duly executed by each of Xxxxx X. Xxxxxxx and Xxx Xxxxxxx; (xiii) a Transition Services Agreement, in the form attached hereto as Exhibit F (the “Transition Services Agreement”), duly executed by McCombs; (xiv) an Acknowledgement and Release Agreement, in the form attached hereto as Exhibit G, duly executed by each Person who is a member of the board of managers or an officer of an Acquired Company; (xv) an Acknowledgement and Release Agreement, in the form attached hereto as Exhibit H, duly executed by ReTax Funding; (xvi) an Amendment to Lease Agreement, in the form attached hereto as Exhibit I (the “Lease Amendment”), duly executed by each of McCombs and Propel; (A) an engagement letter for legal and related services duly executed by Kohm & Associates, P.C., and (B) an engagement letter for legal and related services, duly executed by the Xxxxxxx Law Offices, PLLC, in each case issued within five with a current fee schedule attached thereto; (5xviii) Business Days evidence in form and substance satisfactory to Encore that each Company Contract (other than a Company Contract listed on Schedule IV) to which any Related Party is a party (or otherwise has any rights against or with respect to any Acquired Company) (including all employment and severance agreements, all Contracts listed in Section 3.21 of the Disclosure Schedule and all notes, bonds, promissory notes or other instruments or evidences of Indebtedness of any kind) has been terminated effective at or prior to the Closing Date Closing, in each case without any payment being made, or any other obligation incurred, by any Acquired Company, notwithstanding any terms of such Contracts to the appropriate Governmental Authorities within such Party’s jurisdiction of formationcontrary; (exix) tax clearance, tax lien waiver, tax good standing certificate or equivalent bank signature authorization cards for each Seller, issued by the State of New York and the Commonwealth of Massachusetts. (f) A certificate of an authorized officer bank account of each Seller, on behalf of such Seller, representing Acquired Company authorizing up to four people designated by Encore to make deposits thereto and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct as of the Closing Date, except as otherwise set forth in the Final Disclosure Scheduleswithdraw funds therefrom; (g) all Patent, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained in connection with the Business and relating to the Intellectual Property, and a current copy of all Patent, Trademark and other intellectual property dockets maintained in connection with the Business; (h) the Seller Letter of Credit, issued to the Escrow Agent (to be delivered on the next Business Day after the Closing in accordance with the terms hereof); (i) copies of all notices, consents, Permits and estoppels listed on Schedule 1.01(o) (collectively the “Material Consents”) and noted therein as being due at Closing; (j) certificates of title to all vehicles included as part of the Purchased Assets, duly endorsed by the applicable Seller for transfer to Buyer as of the Closing Date (provided, that timing of such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereon); (kxx) a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLP, with respect to (i) the valid existence and good standing of the Sellers, (ii) the limited liability company power of the Sellers to enter into this Agreement, (iii) the due authorization, execution and delivery of this Agreement by the Sellers and (iv) that the execution, delivery by the Sellers of their obligations under this Agreement does not violate the governing documents of such Sellersstatement, in a form reasonably acceptable satisfactory to BuyerEncore, executed by each Seller pursuant to section 1.1445-2(b)(2) of the Treasury Regulations certifying that such Seller is not a foreign person; and (lxxi) such other documents and or instruments as Buyer shall Encore may reasonably request in order to consummate or evidence effect the Purchase Transaction and the other transactions contemplated by the Transaction Documentshereby.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver deliver, or cause to be delivered delivered, to Buyer Pioneer each of the following itemsfollowing: (ai) possession a certificate signed by the Seller Representative to the effect that each of the Purchased Assetsconditions specified in Section 7.1(a) through Section 7.1(c), inclusive, has been satisfied with respect to WEDGE Oil & Gas and WEDGE Energy; (bii) a counterpart of each Transaction Document, duly executed certificate signed by the Sellers Secretary of WEDGE Energy attesting to the resolutions of the Board of Directors of WEDGE Energy attached thereto authorizing this Agreement, the Purchase Transaction and Parent, as applicablethe other transactions contemplated by this Agreement; (ciii) a certificate signed by the Secretary of WEDGE Oil & Gas attesting to the resolutions of the Board of Directors of WEDGE Oil & Gas attached thereto authorizing this Agreement, the Purchase Transaction and the other transactions contemplated by this Agreement; (iv) certificates of the Secretary or other authorized officer of State of the State of Delaware as to the legal existence and good standing of each SellerCompany in the State of Delaware; (v) certificates representing all of the issued and outstanding shares of capital stock of WEDGE Wireline, dated duly endorsed in blank by the Closing DateSeller named thereon or accompanied by stock powers duly executed in blank by the Seller named thereon; (vi) certificates representing all of the issued and outstanding limited liability company interests of WEDGE Fishing and WEDGE Well (to the extent certificated), duly endorsed in blank by WEDGE Energy or accompanied by interest transfer powers duly executed in blank by WEDGE Energy; (vii) an Assignment of Limited Liability Company Interests, in form and substance reasonably satisfactory to Buyer: (i) attaching Pioneer and the Charter Documents of such Seller andRepresentative, with respect to the extent possible, certified by the appropriate authority in the jurisdiction of its formation; and (ii) certifying as to the resolutions all of the members issued and outstanding limited liability company interests of such Party WEDGE Fishing and such Party’s board of managers authorizing the execution, delivery and performance of such Seller under this AgreementWEDGE Well, each of the Transaction Documents to which it is a party and each of the transactions contemplated herein and therein; and (iii) attesting to the incumbency and signatures of the officers of such Sellerduly executed by WEDGE Energy; (dviii) certificates as a receipt for the Estimated Purchase Price paid to the good standing Seller Representative at the Closing; (ix) a direct-pay unconditional irrevocable sight draft letter of credit for the account of the Seller Representative (on behalf of the Sellers) in favor of Pioneer (on behalf of the Pioneer Indemnitees) in the sum of $25,000,000, substantially in the form attached hereto as Exhibit A (the “Initial Letter of Credit”), duly issued or confirmed by a U.S. Bank; (x) copies of all governmental and third-party filings, licenses, consents, authorizations, waivers and approvals required pursuant to Section 7.1(d); (xi) the resignation of each Seller and Parentdirector or officer of each Acquired Company, effective as of the Closing; (xii) a Non-Competition Agreement, in the form attached hereto as Exhibit B (the “WEDGE Non-Competition Agreement”), duly executed by WEDGE Parent and WOG Holdings, L.L.C.; (xiii) a Confidentiality and Non-Competition Agreement, in the form attached hereto as Exhibit C (each case issued within five an “Employee Non-Competition Agreement”), duly executed by each of Xxx Xxxxxxx, Xxx Xxxxxxx and Xxxxx Xxxxxx; (5xiv) Business Days an Administrative Services Agreement, in form and substance reasonably satisfactory to Pioneer and the Seller Representative (the “Services Agreement”), duly executed by WEDGE Parent or one of its Affiliates; (xv) a Trademark License Agreement, in form and substance reasonably satisfactory to Pioneer and the Seller Representative (the “Trademark License”), with respect to the grant of a royalty-free license to Pioneer of the right to use the trademark “WEDGE” (and the right to use each domain name including the word “WEDGE” used by the Acquired Companies prior to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction Closing) for a period of formation; twelve (e12) tax clearance, tax lien waiver, tax good standing certificate or equivalent for each Seller, issued by the State of New York and the Commonwealth of Massachusetts. (f) A certificate of an authorized officer of each Seller, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct as of months immediately following the Closing Date, except as otherwise set forth in the Final Disclosure Schedules; (g) all Patent, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained solely in connection with the Business wireline, workover rig services and relating to the Intellectual Propertyfishing tool industries, and a current copy of all Patent, Trademark and other intellectual property dockets maintained in connection with the Businessduly executed by WEDGE Parent; (hxvi) a Release, in the Seller Letter of Creditform attached hereto as Exhibit D (each, issued to the Escrow Agent (to be delivered a “D&O Release”), duly executed by each person set forth on the next Business Day after the Closing in accordance with the terms hereof)Exhibit E; (ixvii) copies a Termination and Release Agreement with respect to the Log-Tech consulting agreements, in form and substance reasonably satisfactory to Pioneer and the Seller Representative, duly executed by each of all noticesXxxxx, consents, Permits Xxxxxxxxx and estoppels listed on Schedule 1.01(o) (collectively the “Material Consents”) and noted therein as being due at ClosingXxxxxxx; (jxviii) certificates an assignment, xxxx of title sale and/or other appropriate conveyance instruments, in form and substance reasonably satisfactory to all vehicles included as part of Pioneer and the Purchased AssetsSeller Representative, duly endorsed executed by the applicable each Seller for transfer to Buyer as of the Closing Date (provided, that timing of such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereon); (k) a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLPand/or other Related Party, with respect to the assignment by such Sellers and Related Parties of all of their respective right, title and interest in and to the domain names (iother than domain names including the word “WEDGE”) the valid existence and good standing other assets set forth in Section 3.11(e) of the Sellers, Disclosure Schedule; (iixix) written evidence reasonably satisfactory to Pioneer that all Indebtedness related to the limited liability company power Wachovia Loan Documents has been repaid by WEDGE Energy at the Closing and that all Security Interests relating to the Wachovia Loan Documents have been released or terminated; (xx) bank signature authorization cards for each of the Sellers bank accounts of each Acquired Company authorizing up to enter into this Agreement, four people designated by Pioneer to make deposits thereto and withdraw funds therefrom; (iiixxi) the due authorization, execution and delivery of this Agreement by the Sellers and (iv) that the execution, delivery by the Sellers of their obligations under this Agreement does not violate the governing documents of such Sellersa statement, in a form reasonably acceptable satisfactory to BuyerPioneer, executed by each Seller of WEDGE Wireline certifying either (A) that such Seller is not a foreign person and is not a disregarded entity pursuant to section 1.1445-2(b)(2) of the Treasury Regulations or (B) that the capital stock of WEDGE Wireline is not U.S. real property interest pursuant to sections 1.1445-2(c)(3) and 1.897-2(h) of the Treasury Regulations; (xxii) a statement, in a form reasonably satisfactory to Pioneer, executed by WEDGE Energy as the Seller of WEDGE Fishing and WEDGE Well pursuant to section 1.1445-2(b)(2) of the Treasury Regulations certifying that WEDGE Energy is not a foreign person and is not a disregarded entity; and (lxxiii) such other documents and or instruments as Buyer shall Pioneer may reasonably request in order to consummate or evidence effect the Purchase Transaction and the other transactions contemplated by the Transaction Documentshereby.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall each Seller will deliver or cause others, as applicable, to be delivered to Buyer deliver the following items: (a) possession of the Purchased Assets; (b) a counterpart of each Transaction Documentdocuments, duly executed by the Sellers and Parentor others, as applicable;, to Purchaser: (ca) a certificate executed on behalf of such Seller by the Seller or an officer of the Secretary or other authorized officer of each Seller, as the case may be, dated the Closing Date, representing and certifying that the conditions set forth in form and substance reasonably satisfactory to Buyer: (iSections 3.5(a) attaching the Charter Documents of such Seller and, to the extent possible, certified by the appropriate authority in the jurisdiction of its formation; and (iib) certifying as to the resolutions of the members of such Party and such Party’s board of managers authorizing the execution, delivery and performance of such Seller under this Agreement, each of the Transaction Documents to which it is a party and each of the transactions contemplated herein and therein; and (iii) attesting to the incumbency and signatures of the officers have been fulfilled in respect of such Seller; (b) assignments or other instruments of transfer duly endorsed in blank, or accompanied by share powers or other instruments of transfer duly executed in blank, and otherwise in form and substance acceptable to Purchaser, acting reasonably, for transfer of the Purchased Shares held by such Seller to Purchaser; (c) the minute books and share transfer records of the Corporation and the Subsidiary; (d) certificates written resignations effective as of the Time of Closing from such directors and officers of the Corporation and the Subsidiary as Purchaser may designate by notice in writing given to the good standing of each Seller and Parent, in each case issued within five (5) Sellers at least three Business Days prior to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formationDate; (e) tax clearanceevidence of approvals from the Persons specified in Schedule 5.3 of the Disclosure Letter in form and substance acceptable to Purchaser, tax lien waiver, tax good standing certificate or equivalent for each Seller, issued by the State of New York and the Commonwealth of Massachusetts.acting reasonably; (f) A certificate of an authorized officer of each Seller, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct as a copy of the Closing DateEscrow Agreement, except as otherwise set forth in duly executed by the Final Disclosure SchedulesSellers' Representative; (g) all Patent, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained in connection with the Business and relating to the Intellectual Property, and a current copy of all Patentthe Seller Releases, Trademark and other intellectual property dockets maintained in connection with duly executed by each of the BusinessSellers; (h) a copy of the Seller Letter Non-Competition Agreements, duly executed by each of CreditXxxxx Best, issued to the Escrow Agent (to be delivered on the next Business Day after the Closing in accordance with the terms hereof)Xxxxxxx Xxxxxxx and Xxxxxx XxXxxxx; (i) copies evidence of all noticesthe termination of each of the Shareholders' Agreements, consentsin each case effective as of or prior to the Closing, Permits in form and estoppels listed on Schedule 1.01(o) (collectively the “Material Consents”) and noted therein as being due at Closingsubstance acceptable to Purchaser, acting reasonably; (j) certificates of title to all vehicles included as part a copy of the Purchased Assetsamendment to the employment agreement referred to in Section 3.5(g), duly endorsed executed by the applicable Seller for transfer to Buyer as of the Closing Date (provided, that timing of such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereon)Corporation and Xxxxxxx Xxxxxxx; (k) pay-off letter(s) in connection with the Paid-Out Indebtedness (other than the Notes or the Subco Note), which pay-off letter(s) shall include a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLP, with respect to (i) process for the valid existence and good standing release of the Sellers, (ii) the limited liability company power of the Sellers to enter into this Agreement, (iii) the due authorization, execution and delivery of this Agreement by the Sellers and (iv) that the execution, delivery by the Sellers of their obligations under this Agreement does not violate the governing documents of such Sellersany related Encumbrances, in a form reasonably and substance acceptable to Buyer; andPurchaser, acting reasonably; (l) such other documents evidence of the consummation of the Reorganization effective prior to the Closing, in form and instruments as Buyer shall reasonably request substance acceptable to consummate or Purchaser, acting reasonably; (m) evidence of the payment to the applicable Employees of all bonuses owing to them in connection with the consummation of the transactions contemplated by hereby and any deferred compensation owed to Employees as of the Closing; (n) a certificate of the secretary of each of the Corporation, the Subsidiary and each Seller that is an entity that is customary in connection with transactions of the type contemplated hereby (including in connection with constating documents and all corporate and other proceedings in connection with the transactions contemplated hereby); (o) a legal opinion of counsel to the Sellers, in form and substance acceptable to Purchaser, acting reasonably; and (p) copies of all Transaction DocumentsNDAs.

Closing Deliveries by the Sellers. At or prior to the Closing, the Sellers shall deliver or cause to be delivered to Buyer the following itemsPurchaser: (a) possession a duly executed Assignment of Membership Interests to Purchaser in the form attached hereto as Exhibit B, evidencing the transfer of the Purchased AssetsMembership Interests to the Purchaser; (b) a counterpart executed counterparts of employment agreements with each Transaction Documentof Xxxxxx Xxxxx, duly executed Xxxxxx Xxxxxx and Xxxx Xxxxx providing for their employment by the Sellers and Parent, Purchaser as applicableof the Closing Date; (c) a certificate executed counterparts of all Ancillary Agreements as executed by the Sellers or any of the Secretary or other authorized officer of each Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer: (i) attaching the Charter Documents of such Seller and, to the extent possible, certified by the appropriate authority in the jurisdiction of its formation; and (ii) certifying as to the resolutions of the members of such Party and such Party’s board of managers authorizing the execution, delivery and performance of such Seller under this Agreement, each of the Transaction Documents to which it is a party and each of the transactions contemplated herein and therein; and (iii) attesting to the incumbency and signatures of the officers of such SellerCompanies; (d) certificates as to the good standing a written resignation of each Seller and Parentof the Sellers from such Person’s role as an officer, in director, manager or employee of each case issued within five (5) Business Days prior to of the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formationCompanies; (e) tax clearance, tax lien waiver, tax good standing certificate or equivalent preliminary unaudited consolidated pro forma balance sheets and income statements for each Sellerof the Companies as of and for the period from January 1, issued by 2019 to March 31, 2019 (the State of New York and the Commonwealth of Massachusetts.“2019 Interim Financial Statements”); (f) A certificate of an a true and complete copy, certified by a duly authorized officer of each Sellerthe Company, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct as of the Closing Date, except as otherwise set forth in resolutions duly and validly adopted by the Final Disclosure Schedules; (g) all Patent, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained in connection with the Business and relating to the Intellectual Property, and a current copy of all Patent, Trademark and other intellectual property dockets maintained in connection with the Business; (h) the Seller Letter of Credit, issued to the Escrow Agent (to be delivered on the next Business Day after the Closing in accordance with the terms hereof); (i) copies of all notices, consents, Permits and estoppels listed on Schedule 1.01(o) (collectively the “Material Consents”) and noted therein as being due at Closing; (j) certificates of title to all vehicles included as part members of the Purchased Assets, duly endorsed by the applicable Seller for transfer to Buyer as board of managers of the Closing Date (provided, that timing of such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereon); (k) a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLP, with respect to (i) the valid existence and good standing Company evidencing its authorization of the Sellers, (ii) the limited liability company power of the Sellers to enter into this Agreement, (iii) the due authorization, execution and delivery of this Agreement by and the consummation of the transactions contemplated hereby; (g) a certificate of a duly authorized officer of the Company certifying the names and signatures of the officer of the Company authorized to sign this Agreement and any Ancillary Agreements; (h) a certificate of the Sellers and certifying as to the matters set forth in Section 7.02(a) as of the Closing Date; (ivi) a certificate signed by each Seller, or, if applicable, an officer or partner of such Seller in the form prescribed by Treasury Regulation Section 1.1445-2(b)(2), to the effect that such Seller is not a “foreign person” as that term is defined in Section 1445(f)(3) of Code, in order to avoid the execution, delivery by imposition of the Sellers withholding tax payment pursuant to Section 1445 or Section 1446(f) of their obligations under this Agreement does not violate the governing Code; (j) all minute books with organizational documents of such Sellersthe Companies, including, without limitation, limited liability company agreements, operating agreements, partnership agreements, and management agreements; (k) 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 and other materials of any kind owned by or in a form reasonably acceptable to Buyerthe possession of any Seller or any of the Companies which are used by any of the Companies in the conduct or operation of the Business; and (l) good standing certificates from each jurisdiction in which the Companies are organized and such other documents jurisdictions in which the Companies are qualified to conduct business and instruments for which Sellers have received good standing certificates. Notwithstanding any provision of this Agreement to the contrary, to the extent that Sellers find it necessary or desirable to substitute a duly-authorized corporate resolution or proxy signature for any required signature of a Member, Manager or officer of ECS Labs LLC, and such duly-authorized proxy signature or resolution shall have the same force and effect as Buyer shall reasonably request any approval, consent or original signature of a Member, Manager or Officer that Sellers are required to consummate or evidence the transactions contemplated by the Transaction Documentsprovide under this Agreement.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to Buyer the following itemsClosing Escrow Agent: (a) possession of the Purchased Assetscertificates evidencing the Securities to be transferred by each Seller pursuant hereto, accompanied by a duly executed assignment thereof; (b) a counterpart written withdrawal of each Transaction Document, duly executed by Seller as a member of the Sellers and Parent, as applicableCompany; (c) executed counterparts by each Seller of each Ancillary Agreement and exhibit thereto to be executed at the Closing to which such Seller is a party; (d) for each Seller organized as a limited liability company, a true and complete copy, certified by the manager of such Seller, of the resolutions duly and validly adopted by the members of such Seller evidencing their authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby; (e) for each Seller organized as a limited liability company, a certificate of the Secretary or other authorized officer of each Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer: (i) attaching the Charter Documents manager of such Seller and, to certifying the extent possible, certified by the appropriate authority in the jurisdiction of its formation; and (ii) certifying as to the resolutions of the members of such Party and such Party’s board of managers authorizing the execution, delivery and performance of such Seller under this Agreement, each of the Transaction Documents to which it is a party and each of the transactions contemplated herein and therein; and (iii) attesting to the incumbency names and signatures of the officers of such SellerSeller authorized to sign this Agreement and the Ancillary Agreements to which such Seller is a party and the other documents to be executed by such Seller hereunder and thereunder; (df) certificates the resignations, effective as of the Closing, of all of the managers, directors and officers of the Company, except for such persons, if any, as shall have been designated in writing prior to the good standing Closing by the Purchaser to the Sellers; (g) a copy of each Seller and Parent(i) the certificates of formation, in each case issued within as amended (or similar organizational documents), of the Company, certified by the Secretary of State of Delaware as of a date not earlier than five (5) Business Days prior to the Closing Date and accompanied by the appropriate Governmental Authorities within such Party’s jurisdiction of formation; (e) tax clearance, tax lien waiver, tax good standing a certificate or equivalent for each Seller, issued by the State of New York and the Commonwealth of Massachusetts. (f) A certificate of an authorized officer of each Seller, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct dated as of the Closing DateClosing, except as otherwise set forth in the Final Disclosure Schedules; stating that no amendments have been made to such certificate of formation (gor similar organizational documents) all Patent, Trademarksince such date, and Copyright files and file wrappers(ii) the operating agreement (or similar organizational documents) of the Company, and including all other legal files and materials received or maintained in connection with the Business and relating to the Intellectual Propertyamendments thereto, and a current copy of all Patent, Trademark and other intellectual property dockets maintained in connection with the Businesscertified by each Seller; (h) good standing certificates for the Seller Letter Company from the Secretary of CreditState of Delaware and from the Secretary of State in each other jurisdiction in which the Company is qualified to do business as a foreign company, issued in each case dated as of a date not earlier than five (5) Business Days prior to the Escrow Agent (to be delivered on the next Business Day after the Closing in accordance with the terms hereof)Closing; (i) copies a legal opinion from (i) Xxxxxx Xxxxxx Rosenman LLP, counsel to the Sellers, addressed to the Purchaser and dated as of all noticesthe Closing, consentssubstantially in the form of Exhibit C-1, Permits (ii) The Phoenix Law Group of Xxxxxxx Xxxxx Wala Xxxx & Xxxxx, PLC, counsel to Xxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxxx and estoppels listed on Schedule 1.01(oXxxxxxx X. Xxxxxx, addressed to the Purchaser and dated as of the Closing, substantially in the form of Exhibit C-2 and (iii) (collectively Morris, Nichols, Arsht & Xxxxxxx LLP, special Delaware counsel to Sterling Telecom Holdings, LLC, addressed to the “Material Consents”) Purchaser and noted therein dated as being due at of the Closing;, substantially in the form of Exhibit C-3. (j) certificates all authorizations, consents, orders and approvals of title all third parties and Governmental Authorities and officials set forth on Schedule 2.04(j), in form and substance satisfactory to all vehicles included as part of the Purchased Assets, duly endorsed by the applicable Seller for transfer to Buyer as of the Closing Date (provided, that timing of such delivery may as soon as practicable after the Closing, subject to release of any Encumbrances thereon)Purchaser in its sole discretion; (k) a legal opinion from counsel to Sellers, Xxxxxx & Xxxxxxx LLP, release executed by each Seller substantially in the form of Exhibit D; (l) fully executed documents requested by Purchaser terminating all outstanding authorizations and resolutions regarding authorized persons in connection with bank accounts of the Company; (m) a consent of spouse in the form attached hereto as Exhibit G of each Seller which is a natural person with respect to (i) the valid existence and good standing of the Sellers, (ii) the limited liability company power of the Sellers to enter into this Agreement, (iii) the due authorization, execution and delivery of this Agreement by the Sellers and (iv) that the execution, delivery by the Sellers of their obligations under this Agreement does not violate the governing documents of such Sellers, transactions contemplated hereby in a form reasonably acceptable to Buyerthe Purchaser; (n) a certificate in a form acceptable to Purchaser of each Seller certifying as to the amount of the Company Transaction Costs (the “Transaction Cost Certificate”); (o) a pay-off letter from SVB in the form attached hereto as Exhibit H (the “Pay-Off Letter”); (p) a true and complete copy, certified by a Co-Managing Director of the Company, of the resolutions duly and validly adopted by the Operating Board of the Company evidencing its authorization of the distribution of the Receivables described in Section 6.03(a); and (lq) such other documents and instruments as Buyer shall reasonably request to consummate or evidence the transactions contemplated a duly executed assignment by the Transaction Documents.Company in the form attached hereto as Exhibit I (the “Assignment”);