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 the Buyer: (a) a receipt for the Closing Cash Payment; (b) the Xxxx of Sale, Assignment and Assumption Agreement and all such other deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in the Buyer all right, title and interest in, to and under the Transferred Assets; (c) with respect to each parcel of Owned Real Property, a special warranty deed in the form attached hereto as Exhibit B (each, a “Deed”), duly executed and notarized by the applicable Seller, with such modifications as to form (but not the scope of warranty) as are necessary to conform to applicable local requirements; (d) with respect to each Leased Real Property, an Assignment and Assumption of Lease substantially in the form attached hereto as Exhibit C (each, an “Assignment and Assumption of Lease”), duly executed by the applicable Seller and, if necessary, such Seller’s signature shall be witnessed and/or notarized; (e) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) executed by each Seller that such Seller is not a foreign person within the meaning of Section 1445 of the Code, together with such other certificates or undertakings as shall be reasonably required to permit the Closing Cash Payment to be paid without provision for withholding Taxes under the Laws of any applicable jurisdiction; provided, that any failure by the Sellers to deliver any such certificates or undertakings at the Closing will not be deemed to constitute the failure of any condition set forth in Article VII, and the Buyer’s sole remedy in respect thereof will be to withhold an appropriate amount of Taxes from the Closing Cash Payment; and (f) the other documents and certificates required to be delivered pursuant to Section 7.03.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall will deliver or cause to be delivered to the Buyerdelivered: (a) To Purchaser, a receipt for duly executed original copy of the Closing Cash PaymentXxxx of Sale (the “Xxxx of Sale”) in substantially the form of Exhibit A; (b) To Purchaser, a duly executed counterpart of the Trademark and Copyright Assignment; (c) To Purchaser, a duly executed counterpart of the Escrow Agreement; (d) To Purchaser, duly executed copies of the Intellectual Property Powers of Attorney; (e) To HSBC (unless delivered prior to the Closing), an amount of cash (“Sellers’ XX Xxxx Deposit”) equal to 105%, or such lesser percentage agreed to in writing by HSBC, of Sale, Assignment the undrawn amounts of the outstanding letters of credit described in Section 2.9(e) of the Sellers’ Disclosure Schedule (as the amounts of such letters of credit may increase or decrease) (the “Seller Cash Collateralized Letters of Credit”); and (f) Such further instruments and Assumption documents as may be required to be delivered by the Sellers pursuant to the terms of this Agreement or as may be reasonably requested by Purchaser in connection with the Closing of the transactions contemplated by this Agreement and all such other deedsthe Transaction Documents to complete the transfer of the Purchased Assets and the Business to Purchaser, bills including, without limitation, good, sufficient instruments of saleassignment with respect to the Intellectual Property being transferred by the Sellers to Purchaser in recordable form, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in the Buyer Purchaser all right, title and interest in, to and under the Transferred Purchased Assets; (c) with respect to each parcel of Owned Real Property, a special warranty deed in the form attached hereto as Exhibit B (each, a “Deed”), duly executed and notarized by the applicable Seller, with such modifications as to form (but not the scope of warranty) as are necessary to conform to applicable local requirements; (d) with respect to each Leased Real Property, an Assignment and Assumption of Lease substantially in the form attached hereto as Exhibit C (each, an “Assignment and Assumption of Lease”), duly executed by the applicable Seller and, if necessary, such Seller’s signature shall be witnessed and/or notarized; (e) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) executed by each Seller that such Seller is not a foreign person within the meaning of Section 1445 of the Code, together with such other certificates or undertakings as shall be reasonably required to permit the Closing Cash Payment to be paid without provision for withholding Taxes under the Laws of any applicable jurisdiction; provided, that any failure by the Sellers to deliver any such certificates or undertakings at the Closing will not be deemed to constitute the failure of any condition set forth in Article VII, and the Buyer’s sole remedy in respect thereof will be to withhold an appropriate amount of Taxes from the Closing Cash Payment; and (f) the other documents and certificates required to be delivered pursuant to Section 7.03.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the Buyer: (a) a receipt for the Closing Cash Payment; (b) the Xxxx of Sale, Assignment and Assumption Agreement and all such other deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in the Buyer all right, title and interest in, to and under the Transferred Assets; (c) with respect to each parcel of Owned Real Property, a special warranty deed in the form attached hereto as Exhibit B (each, a the “Deed”), duly executed and notarized by the applicable Seller, with such modifications as to form (but not the scope of warranty) as are necessary to conform to applicable local requirements; (d) with respect to each Leased Real Property, an Assignment and Assumption of Lease substantially in the form attached hereto as Exhibit C (each, an “Assignment and Assumption of Lease”), duly executed by the applicable Seller and, if necessary, such Seller’s signature shall be witnessed and/or notarized; (e) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) executed by each Seller that such Seller is not a foreign person within the meaning of Section 1445 of the Code, together with such other certificates or undertakings as shall be reasonably required to permit the Closing Cash Payment to be paid without provision for withholding Taxes under the Laws of any applicable jurisdiction; provided, that any failure by the Sellers to deliver any such certificates or undertakings at the Closing will not be deemed to constitute the failure of any condition set forth in Article VII, and the Buyer’s sole remedy in respect thereof will be to withhold an appropriate amount of Taxes from the Closing Cash Payment; and (f) the other documents and certificates required to be delivered pursuant to Section 7.03.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the BuyerPurchaser: (a) a receipt for certified copy of the Closing Cash PaymentSale Order, as entered by the Bankruptcy Court; (b) the Xxxx of Sale, Sale and Assignment and Assumption Agreement 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 all such other deedsinstruments, bills 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 salethe Purchased Assets to the Purchaser, endorsementsor to register or record or evidence such transfer on the public records, consents, assignments in each case duly executed by each applicable Seller and the other good and sufficient instruments of conveyance and assignment as parties thereto (other than the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in the Buyer all right, title and interest in, to and under the Transferred AssetsPurchaser); (c) with respect to each parcel of Owned Real Property, a special warranty deed in the form attached hereto as Exhibit B (each, a “Deed”)Ancillary Agreements, duly executed by each applicable Seller and notarized by the applicable Seller, with such modifications as other parties thereto (other than the Purchaser) other than the Ancillary Agreements delivered pursuant to form (but not the scope of warranty) as are necessary to conform to applicable local requirementsSection 2.09(b); (d) with respect a certificate of non-foreign status pursuant to section 1.1445-2(b)(2) of the Regulations from each Leased Real PropertySeller; (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 Assignment incumbency certificate dated the Closing Date for each Seller executed by the Secretary of such Seller which shall identify the names and Assumption titles and bear the signatures of Lease substantially 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 equivalent governance documents) of each Seller, in each case certified by the Secretary 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 attached hereto as Exhibit C and substance reasonably satisfactory to the Purchaser duly executed by any holders of such Liens; (each, an “Assignment and Assumption of Lease”i) subject to Section 5.01(b), written consents in form and substance reasonably satisfactory to the Purchaser duly executed by the applicable Seller and, if necessary, such Seller’s signature shall be witnessed and/or notarizedSellers and counterparties evidencing any consents necessary to effect the assignment to the Purchaser of Purchased Intellectual Property pursuant to Section 5.07(b) and 5.07(c); (ej) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) executed by of a duly authorized officer of each Seller that such Seller is not a foreign person within the meaning of Section 1445 of the CodeSellers certifying that all conditions set forth in Section 8.02 have been satisfied (or to the extent any such condition has been waived in accordance with the terms hereof, together with attaching thereto the applicable written waiver); (k) an updated Section 2.09(k) of the Sellers’ Disclosure Schedule setting forth the Trade Payables outstanding as of 11:59:59 p.m. Eastern Standard Time on a date no earlier than three (3) Business Days prior to the Closing Date; and (l) such other certificates or undertakings customary documents and instruments of transfer, assumptions and filings as shall may be reasonably required to permit the Closing Cash Payment to be paid without provision for withholding Taxes under the Laws of any applicable jurisdiction; provided, that any failure by the Sellers to deliver any such certificates or undertakings at the Closing will not be deemed to constitute the failure of any condition set forth in Article VII, and the Buyer’s sole remedy in respect thereof will be to withhold an appropriate amount of Taxes from the Closing Cash Payment; and (f) the other documents and certificates required to be delivered pursuant by any Seller to Section 7.03consummate the Transactions or otherwise give effect to this Agreement.

Closing Deliveries by the Sellers. At the Closing, unless otherwise waived in writing by the Purchaser, the Sellers shall deliver or cause to be delivered to the BuyerPurchaser: (a) a receipt for duly executed Xxxx of Sale substantially in the Closing Cash Paymentform of Exhibit A hereto; (b) a duly executed counterpart to the Assignment and Assumption Agreement substantially in the form of Exhibit B hereto; (c) duly executed Assignments of Intangible Property substantially in the form of Exhibit C hereto; (d) duly executed Seller Certificates pursuant to Section 5.1; (e) a receipt for the payment of the Purchase Price; (f) duly executed grant deeds (or their equivalent in the State of Texas) for the Transferred Real Property, in a form reasonably acceptable to the Purchaser (the “Deeds”); and (g) such other duly executed bills of sale, assignments and other instruments of assignment, transfer or conveyance, in form and substance reasonably satisfactory to the Purchaser, as the Purchaser may reasonably request or as may be otherwise necessary or desirable to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Transferred Assets to the Purchaser and to put the Purchaser in actual possession or control of the Transferred Assets (all such deliveries, together with the Xxxx of Sale, Assignment and Assumption Agreement and all such other deedsAgreement, bills Assignments of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in the Buyer all right, title and interest in, to and under the Transferred Assets; (c) with respect to each parcel of Owned Real Intangible Property, a special warranty deed in the form attached hereto as Exhibit B (eachSeller Certificates, a “Deed”)Deeds, duly executed and notarized by the applicable Seller, with such modifications as to form (but not the scope of warranty) as are necessary to conform to applicable local requirements; (d) with respect to each Leased Real Property, an Post-Closing Assignment and Assumption of Lease substantially in Agreement, the form attached hereto as Exhibit C (each, an “Assignment and Assumption of LeaseSeller Ancillary Agreements”), duly executed by the applicable Seller and, if necessary, such Seller’s signature shall be witnessed and/or notarized; (e) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) executed by each Seller that such Seller is not a foreign person within the meaning of Section 1445 of the Code, together with such other certificates or undertakings as shall be reasonably required to permit the Closing Cash Payment to be paid without provision for withholding Taxes under the Laws of any applicable jurisdiction; provided, that any failure by the Sellers to deliver any such certificates or undertakings at the Closing will not be deemed to constitute the failure of any condition set forth in Article VII, and the Buyer’s sole remedy in respect thereof will be to withhold an appropriate amount of Taxes from the Closing Cash Payment; and (f) the other documents and certificates required to be delivered pursuant to Section 7.03.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the Buyer: (a) a receipt for the Closing Cash Payment; (b) the Xxxx of Sale, Assignment and Assumption Agreement and all such other deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in the Buyer all right, title and interest in, to and under the Transferred Assets; (c) with respect to each parcel of Owned Real Property, a special warranty deed in the form attached hereto as Exhibit B (each, a “Deed”), duly executed and notarized by the applicable Seller, with such modifications as to form (but not the scope of warranty) as are necessary to conform to applicable local requirements; (d) with respect to each Leased Real Property, an Assignment and Assumption of Lease substantially in the form attached hereto as Exhibit C (each, an “Assignment and Assumption of Lease”), duly executed by the applicable Seller and, if necessary, such Seller’s signature shall be witnessed and/or notarized; (e) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) executed by each Seller that such Seller is not a foreign person within the meaning of Section 1445 of the Code, together with such other certificates or undertakings as shall be reasonably required to permit the Closing Cash Payment to be paid without provision for withholding Taxes under the Laws of any applicable jurisdiction; provided, that any failure by the Sellers to deliver any such certificates or undertakings at the Closing will not be deemed to constitute the failure of any condition set forth in Article VII, and the Buyer’s sole remedy in respect thereof will be to withhold an appropriate amount of Taxes from the Closing Cash Payment; and (fe) the other documents and certificates required to be delivered pursuant to Section 7.03.

Closing Deliveries by the Sellers. At On the ClosingClosing Date, the Sellers shall deliver or cause to be delivered to the BuyerPurchaser: (a) A Secretary's certificate from each of the Sellers in a receipt for form acceptable to the Closing Cash PaymentPurchaser; (b) An opinion, dated the Xxxx of SaleClosing Date, Assignment and Assumption from the Sellers' counsel in substantially the form attached to this Agreement and all such other deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in the Buyer all right, title and interest in, to and under the Transferred AssetsExhibit 6.14(b); (c) with respect Appropriate bills of sale, deeds, assignments or such other instruments of conveyance as the Purchaser and its counsel shall have reasonably requested in order to each parcel of Owned Real Property, a special warranty deed in transfer the form attached hereto as Exhibit B (each, a “Deed”), duly executed and notarized by the applicable Seller, with such modifications as to form (but not the scope of warranty) as are necessary to conform to applicable local requirementsAcquired Assets; (d) with respect to each Leased Real Property, an Assignment Books and Assumption records of Lease substantially in the form attached hereto as Exhibit C (each, an “Assignment Business and Assumption of Lease”), duly executed by the applicable Seller and, if necessary, such Seller’s signature shall be witnessed and/or notarizedrelated Acquired Assets and Assumed Liabilities; (e) Appropriate releases and termination statements for, or a certificate pursuant payoff letter acceptable to Treasury Regulations Section 1.1445-2(bthe Purchaser in its absolute discretion, with respect to, any Liens which do not relate to lease transactions entered into in the ordinary course of the Business with respect to the Acquired Assets; (f) An estoppel letter from the Landlords listed in Schedule 6.14(f) in form reasonably acceptable to the Purchaser which includes a statement that all lease obligations of the Sellers with respect to the Business have been paid to date and that the Sellers are not in default under the relevant lease agreement and that the purchase of the Business by the Purchaser will not result in a termination or renegotiation of any lease provisions; (g) A copy of the Escrow Agreement executed by each Seller that such Seller is not a foreign person within the meaning of Section 1445 of the Code, together with such other certificates or undertakings as shall be reasonably required to permit the Closing Cash Payment to be paid without provision for withholding Taxes under the Laws of any applicable jurisdiction; provided, that any failure by the Sellers to deliver any such certificates or undertakings at the Closing will not be deemed to constitute the failure of any condition set forth in Article VII, and the Buyer’s sole remedy in respect thereof will be to withhold an appropriate amount of Taxes from the Closing Cash PaymentSellers; and (fh) A guaranty of LIA, Inc. of all of the other documents and certificates required to be delivered pursuant to Section 7.03obligations of the Sellers under this Agreement.

Closing Deliveries by the Sellers. At the Closing, each of the Sellers shall execute and deliver or cause to be delivered to the Buyer: (a) a receipt for The right to immediate possession of the Closing Cash Payment;Acquired Assets. (b) the A Xxxx of SaleSale in the form attached as Exhibit C, Assignment and Assumption Agreement and all such other deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of transfer and conveyance and assignment as may reasonably be requested by the parties and their respective counsel shall deem reasonably necessary or appropriate to vest Buyer, in the Buyer all right, title and interest in, to and under the Transferred Assets;each case executed by a duly authorized officer of such Seller. (c) Written consents of the lenders under each of Parent's Credit Facilities to the transactions set forth in this Agreement including without limitation the sale of the Acquired Assets. (d) All consents of any Person, whether or not a party to this Agreement, which are necessary to effectuate the transfer of the Acquired Assets and the consummation of the transactions contemplated by this Agreement. (e) Assignment and Assumption Agreements, in the form attached as Exhibit D, executed by a duly authorized officer of each of the Sellers with respect to the Assumed Contracts from such Seller. (f) Copies of the discharges or pay-off letters, as applicable, of all Encumbrances, UCC financing statements or other loan documents, if any, filed against the Sellers or the Acquired Assets and evidence of payment by each parcel of the Sellers of all sales, transfer, use and documentary taxes, if any, payable in connection with the sale, transfer and delivery under the Operative Documents and, original executed copies of UCC termination statements with respect to any Encumbrances which have not been terminated prior to Closing. (g) An (i) Estoppel and Consent Certificate in a form attached as Exhibit E; and (ii) Non-Disturbance Agreement on a form attached as Exhibit F, for any lease or sublease listed in Section 3.9(a) of the Disclosure Schedule executed by the landlord and any lender holding an Encumbrance in any such lease or sublease. (h) Certificates issued as of a recent date by the Secretaries of State of the States of Delaware and Arizona, as applicable, certifying to the legal existence and active status of each of the Sellers and of the Parent. (i) Certificates of the Secretary of each of the Sellers and the Parent, in form reasonably satisfactory to the Buyer, dated the Closing Date and certifying, respectively, as to (i) the incumbency and genuine signature of each of the Sellers' and the Parent's officers who executed the Operative Documents, and (ii) resolutions of each of the Sellers' and the Parent's board of directors and written consents of stockholders of each of the Sellers, respectively, authorizing as applicable (a) each of the Sellers to undertake the transactions contemplated hereunder, (b) the Parent to enter into this Agreement and to indemnify the Buyer in accordance with the provisions of Article 9 hereunder, and (c) their signatories to execute and deliver this Agreement and all other documents and instruments required to effect such transactions, such resolutions and consents having been duly adopted and being in full force and effect on the Closing Date. (j) Certificates of the President of each of the Sellers and a duly authorized officer of the Parent, each dated the Closing Date and certifying that (i) the Sellers' and the Parent's representations and warranties contained in Article 3 are true and correct in all material respects as provided for in Section 7.1 on and as of the Closing Date with the same force and effect as though made on such date, and (ii) the covenants and agreements of the Sellers and the Parent to be performed on or before the Closing Date in accordance with this Agreement have been duly performed. (k) Warranty deeds with respect to the Owned Real Estate other than the Xxxxxxxxx Property, a special warranty deed . (l) A lease in the form attached hereto as Exhibit B (each, a “Deed”), duly executed and notarized by the applicable Seller, with such modifications as to form (but not the scope of warranty) as are necessary to conform to applicable local requirements; (d) G with respect to each Leased Real Property, an Assignment and Assumption of Lease substantially in the form attached hereto as Exhibit C Xxxxxxxxx Property (each, an “Assignment and Assumption of the "Xxxxxxxxx Lease”"), duly executed by the applicable Seller and, if necessary, such Seller’s signature shall be witnessed and/or notarized;a duly authorized offer of K- (em) a certificate pursuant Such other agreements, instruments and documents as the Buyer may reasonably request to Treasury Regulations Section 1.1445-2(b) executed by each Seller that such Seller is not a foreign person within effect the meaning of Section 1445 of the Code, together with such other certificates or undertakings as shall be reasonably required to permit the Closing Cash Payment to be paid without provision for withholding Taxes under the Laws of any applicable jurisdiction; provided, that any failure by the Sellers to deliver any such certificates or undertakings at the Closing will not be deemed to constitute the failure of any condition set forth in Article VII, and the Buyer’s sole remedy in respect thereof will be to withhold an appropriate amount of Taxes from the Closing Cash Payment; and (f) the other documents and certificates required to be delivered pursuant to Section 7.03transactions contemplated hereby.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the BuyerPurchaser: (a) a receipt for copy of the Closing Cash PaymentSale Order, as entered by the Bankruptcy Court; (b) the Xxxx of Sale, Sale and Assignment and Assumption Agreement Agreement, the Assignments of Leased Properties in recordation form, and all such other deedsinstruments, bills 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 salethe Purchased Assets to the Purchaser, endorsementsor to register or record or evidence such transfer on the public records, consents, assignments in each case duly executed by each applicable Seller and the other good and sufficient instruments of conveyance and assignment as parties thereto (other than the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in the Buyer all right, title and interest in, to and under the Transferred AssetsPurchaser); (c) with respect to each parcel of Owned Real Property, a special warranty deed in the form attached hereto as Exhibit B (each, a “Deed”)Ancillary Agreements, duly executed by each applicable Seller and notarized by the applicable Seller, with such modifications as other parties thereto (other than the Purchaser) other than the Ancillary Agreements delivered pursuant to form (but not the scope of warrantySection 2.7(b) as are necessary to conform to applicable local requirementsand Section 2.7(i); (d) with respect copies of resolutions of the board of directors or managers (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; (e) an incumbency certificate dated as of 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; (f) termination statements, lien releases, discharges, financing change statements or other documents, notices or other instruments as the Purchaser may reasonably deem necessary or desirable to release or evidence the release of Liens (other than Permitted Liens) on the Purchased Assets, each Leased Real Propertyin form and substance reasonably satisfactory to the Purchaser duly authorized (to the extent necessary, an Assignment and Assumption taking into account the terms of Lease substantially the Sale Order) by any holders of such Liens; (g) to the extent not addressed in the Sale Order, written consents in form attached hereto as Exhibit C (each, an “Assignment and Assumption of Lease”), substance reasonably satisfactory to the Purchaser duly executed by the applicable Seller and, if necessary, such Seller’s signature shall be witnessed and/or notarizedSellers and counterparties evidencing any consents necessary to effect the assignment to the Purchaser of the Contracts set forth in Section 7.2(i) of the Sellers’ Disclosure Schedule and the assignment to the Purchaser of Intellectual Property pursuant to Sections 5.8(b) and 5.8(c); (eh) a certificate pursuant of a duly authorized officer of each of the Sellers certifying that all conditions set forth in Section 7.2 have been satisfied (or to Treasury the extent any such condition has been waived in accordance with the terms hereof, attaching thereto the applicable written waiver); (i) the Equity Award Agreements and any additional employment agreements, non-competition, non-solicitation and/or confidentiality agreements that are required by and satisfactory by the Purchaser in accordance with the Participation Agreement (which may include non-competition and non-solicitation covenants of up to two years) (collectively, the "New Employment Documents"), in each case signed by the individuals who are parties to the Severance Agreements listed in Schedule 2.2(a)(vi) and who become Transferred Employees on the Closing Date; (j) a certificate of non-foreign status from each Seller meeting the requirements of Regulations Section 1.1445-2(b2(b)(2); (k) executed by each Seller that such Seller is not a foreign person within the meaning of Section 1445 schedule of the Code, together with Trade Payables outstanding as of 11:59 p.m. on a date no earlier than three (3) Business Days prior to the Closing Date; (l) certificates of title and title transfer documents to substantially all titled motor vehicles and an undertaking of the Sellers to provide any missing or improperly prepared title and/or title transfer documents as promptly as practicable following the Closing; and (m) such other certificates or undertakings customary documents and instruments of transfer, assumptions and filings as shall may be reasonably required to permit the Closing Cash Payment to be paid without provision for withholding Taxes under the Laws of any applicable jurisdiction; provided, that any failure by the Sellers to deliver any such certificates or undertakings at the Closing will not be deemed to constitute the failure of any condition set forth in Article VII, and the Buyer’s sole remedy in respect thereof will be to withhold an appropriate amount of Taxes from the Closing Cash Payment; and (f) the other documents and certificates required to be delivered pursuant by any Seller to Section 7.03consummate the Transactions or otherwise give effect to this Agreement.

Closing Deliveries by the Sellers. (a) At the Closing, the Sellers shall deliver or cause to be delivered to the BuyerPurchaser: (ai) the original share certificates evidencing the Sale Shares (or an indemnity for any missing share certificate in a receipt for form reasonably acceptable to the Closing Cash PaymentPurchaser) accompanied by transfers of the Sale Shares duly executed by the Sellers in favor of the Purchaser; (bii) all waivers and consents which the Xxxx Purchaser may require to enable the Purchaser to be registered as holder of Sale, Assignment and Assumption Agreement and the Sale Shares free of all such other deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in the Buyer all right, title and interest in, to and under the Transferred AssetsEncumbrances; (ciii) with respect to all Required Approvals; (iv) the duly executed resignations, effective as of the Closing, of Xxxxx Xxx as a director of the Company and each parcel of Owned Real PropertySubsidiary, a special warranty deed in the form attached hereto as Exhibit B (each, a “Deed”), duly executed and notarized by the applicable Seller, with such modifications as to form (but not the scope of warranty) as are necessary to conform to applicable local requirementsA; (dv) with respect a copy of the Company’s and each Subsidiary's register of directors, certified by a director of the Company or Subsidiary as true and complete as of the Closing, updated to each Leased Real Property, an Assignment and Assumption reflect the appointment of Lease substantially in the form attached hereto as Exhibit C (each, an “Assignment and Assumption directors of Lease”), the Company or Subsidiary appointed by the Purchaser; counterparts of the Shareholders’ Agreement duly executed by the applicable Seller and, if necessary, such Seller’s signature shall be witnessed and/or notarizedSellers and the Company; (evi) a certificate pursuant evidence satisfactory to Treasury Regulations Section 1.1445-2(bthe Purchaser that the companies known from time to time as Solar Juice Commercial Pty Limited and Solar Juice (No.2) executed by each Seller Pty Limited have adopted company names that such Seller is do not a foreign person within include the meaning of Section 1445 of the Code, together with such other certificates or undertakings as shall be reasonably required to permit the Closing Cash Payment to be paid without provision for withholding Taxes under the Laws of any applicable jurisdiction; provided, that any failure by the Sellers to deliver any such certificates or undertakings at the Closing will not be deemed to constitute the failure of any condition set forth in Article VII, and the Buyer’s sole remedy in respect thereof will be to withhold an appropriate amount of Taxes from the Closing Cash Paymentwords “Solar Juice"; and (fvii) evidence satisfactory to the Purchaser that all amounts owed by any Related Body Corporate, Seller or Seller Associate to the Company and all amounts owed by the Company to any Related Body Corporate, Seller or Seller Associate have been repaid in full, other than the shareholder loan of approximately AUD1.3 million owed by the Company to the Tan Shareholder. (b) At or before the Closing, the Sellers shall: (i) cause to be held a meeting of the directors of the Company at which resolutions are passed approving, subject to the payment of stamp duty (if any), (x) the other documents registration of the transfers of the Sale Shares to the Purchaser; (y) the cancellation of the existing share certificates for the Sale Shares; and (z) the issue of new share certificates required for the Sale Shares in favor of the Purchaser, and deliver to the Purchaser a copy of the minutes of the meeting (certified by a duly appointed officer of the Company as a true and correct copy); (ii) cause to be delivered pursuant held a meeting of the directors of the Company and each Subsidiary at which resolutions are passed approving, (x) the resignation of each director referred to in Section 7.032.04(a)(iii); and (y) the appointment of each director appointed by the Purchaser, subject to that person delivering a consent to act, in each case with effect on and from the Closing, and deliver to the Purchaser a copy of the minutes of each meeting; and (iii) do all other things which are required by this Agreement to be done by the Sellers at the Closing, or which are reasonably required by the Purchaser to give to the Purchaser the full possession and benefit of the Sale Shares.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the Buyer: (a) a receipt for the Closing Cash Payment; (b) the Xxxx of Sale, Assignment and Assumption Agreement and all such other deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in the Buyer all right, title and interest in, to and under the Transferred Assets; (c) with respect to each parcel of Owned Real Property, a special warranty deed in the form attached hereto as Exhibit B (each, a “Deed”), duly executed and notarized by the applicable Seller, with such modifications as to form (but not the scope of warranty) as are necessary to conform to applicable local requirements; (d) with respect to each Leased Real Property, an Assignment and Assumption of Lease substantially in the form attached hereto as Exhibit C (each, an the “Assignment and Assumption of Lease”), duly executed by the applicable Seller and, if necessary, such Seller’s signature shall be witnessed and/or notarized; (ed) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) executed by each Seller that such Seller is not a foreign person within the meaning of Section 1445 of the Code, together with such other certificates or undertakings as shall be reasonably required to permit the Closing Cash Payment to be paid without provision for withholding Taxes under the Laws of any applicable jurisdiction; provided, that any failure by the Sellers to deliver any such certificates or undertakings at the Closing will not be deemed to constitute the failure of any condition set forth in Article VII, and the Buyer’s sole remedy in respect thereof will be to withhold an appropriate amount of Taxes from the Closing Cash Payment; and (fe) the other documents and certificates required to be delivered pursuant to Section 7.03.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the Buyer: (a) a receipt for the Closing Cash Payment; (b) the Xxxx of Sale, Assignment and Assumption Agreement and all such other deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in the Buyer all right, title and interest in, to and under the Transferred Assets; (c) with respect to each parcel of Owned Real Property, a special warranty deed in the form attached hereto as Exhibit B (each, a “Deed”), duly executed and notarized by the applicable Seller, with such modifications as to form (but not the scope of warranty) as are necessary to conform to applicable local requirements; (d) with respect to each Leased Real Property, an Assignment and Assumption of Lease substantially in the form attached hereto as Exhibit C (each, an “Assignment and Assumption of Lease”), duly executed by the applicable Seller and, if necessary, such Seller’s signature shall be witnessed and/or notarized; (e) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) executed by each Seller that such Seller is not a foreign person within the meaning of Section 1445 of the Code, together with such other certificates or undertakings as shall be reasonably required to permit the Closing Cash Payment to be paid without provision for withholding Taxes under the Laws of any applicable jurisdiction; provided, that any failure by the Sellers to deliver any such certificates or undertakings at the Closing will not be deemed to constitute the failure of any condition set forth in Article VII, and the Buyer’s sole remedy in respect thereof will be to withhold an appropriate amount of Taxes from the Closing Cash Payment; and (fe) the other documents and certificates required to be delivered pursuant to Section 7.03.

Closing Deliveries by the Sellers. (a) At the Closing, the Sellers shall deliver or cause to be delivered to the BuyerPurchaser: (ai) stock certificates evidencing the Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank, in form reasonably satisfactory to the Purchaser and with all required stock transfer tax stamps affixed; (ii) executed counterparts of the Sellers to the Escrow Agreement and the Pizza Hut Release; (iii) a true and complete copy, certified by the Secretary, Assistant Secretary or comparable representative of each Seller (other than Xx. Xxxxxxxx acting individually), of the resolutions or any other required authorization duly and validly adopted by the governing body of such Seller evidencing its authorization of the execution and delivery of this Agreement and the Escrow Agreement and the consummation of the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary, Assistant Secretary or comparable representative of each Seller (other than Xx. Xxxxxxxx individually) certifying the names and signatures of the officers, trustees or other representatives of such Seller authorized to sign this Agreement and the Escrow Agreement and the other documents to be delivered hereunder and thereunder; (v) a receipt for the Closing Cash PaymentPayment Amount; (vi) the Evidence of Encumbrances and Payoff Letters (as it relates to the Shares); and (vii) the resignations, effective as of the Closing, of such individuals as the Purchaser may designate in writing to the Sellers at least five Business Days prior to the Closing as directors and officers of the Company and each Subsidiary; (viii) the certificate of Xx. Xxxxxxxx specified in Section 9.03(a)(iii); and (ix) the certificate of a duly authorized representative of each Seller (other than Xx. Xxxxxxxx) specified in Section 9.03(a)(iii). (b) the Xxxx of Sale, Assignment and Assumption Agreement and all such other deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in the Buyer all right, title and interest in, to and under the Transferred Assets; (c) with respect to each parcel of Owned Real Property, a special warranty deed in the form attached hereto as Exhibit B (each, a “Deed”), duly executed and notarized by the applicable Seller, with such modifications as to form (but not the scope of warranty) as are necessary to conform to applicable local requirements; (d) with respect to each Leased Real Property, an Assignment and Assumption of Lease substantially in the form attached hereto as Exhibit C (each, an “Assignment and Assumption of Lease”), duly executed by the applicable Seller and, if necessary, such Seller’s signature shall be witnessed and/or notarized; (e) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) executed by each Seller that such Seller is not a foreign person within the meaning of Section 1445 of the Code, together with such other certificates or undertakings as shall be reasonably required to permit the Closing Cash Payment to be paid without provision for withholding Taxes under the Laws of any applicable jurisdiction; provided, that any failure by If the Sellers timely elect to deliver any such certificates or undertakings an Escrow Letter of Credit to the Escrow Agent at the Closing will not be deemed Closing, the Sellers shall deliver a valid Escrow Letter of Credit to constitute the failure of any condition set forth Escrow Agent, in Article VIIaccordance with the Escrow Agreement, and at the Buyer’s sole remedy in respect thereof will be to withhold an appropriate amount of Taxes from the Closing Cash Payment; and (f) the other documents and certificates required to be delivered pursuant to Section 7.03Closing.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the BuyerPurchaser: (a) a receipt for stock certificates evidencing the Closing Cash PaymentShares duly endorsed in blank, or accompanied by stock powers duly executed in blank and with all required stock transfer tax stamps affixed; (b) the Xxxx of Sale, Assignment and Assumption Agreement and all such other deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in the Buyer all right, title and interest in, to and under the Transferred Assets; (c) with respect duly executed Deeds and such other instruments, in form and substance reasonably satisfactory to the Purchaser, as may be reasonably required to cause the transfer of the Canadian Owned Real Property to the Purchaser; together with, as regards the Blue Mountain Parcel, any required consent under the Planning Act (Ontario), or if such a consent is not required then the applicable Deed shall include the statements contemplated in Section 50(22) of the Planning Act (Ontario) completed by the relevant Sellers and their respective attorneys; (d) a preliminary commitment to issue a standard commercial owner’s policy of title insurance (a “Title Policy”) by Chicago Title Insurance Company (the “Title Company”), in the amount of the fair market value of the applicable Owned Real Property (as reasonably determined by the Sellers and the Purchaser), dated, or updated to, the date of Closing, insuring, or committing to insure, the Purchaser’s good and marketable title in fee simple, or equivalent, to each parcel of Owned Real Property, which Title Policy will include an endorsement for gap coverage and which will otherwise be in form and substance reasonably acceptable to the Purchaser; provided that, the Purchaser acknowledges and agrees that the Sellers shall have no obligation to deliver surveys of any Real Property and, notwithstanding anything to the contrary in this Agreement, the Title Policy may include customary exceptions to coverage relating to matters of survey and certain special endorsements that require a special warranty deed in survey for their issuance may not be available, and that the form attached hereto as Exhibit B (each, a “Deed”), duly executed and notarized premium for the Title Policy will be paid by the applicable Seller, with such modifications as to form (but not the scope of warranty) as are necessary to conform to applicable local requirements; (d) with respect to each Leased Real Property, an Assignment and Assumption of Lease substantially in the form attached hereto as Exhibit C (each, an “Assignment and Assumption of Lease”), duly executed by the applicable Seller and, if necessary, such Seller’s signature shall be witnessed and/or notarizedPurchaser; (e) executed counterparts of the Assumption Agreement; (f) executed counterparts of each Assignment of Beneficial Interest, each Assignment of Lease for each Canadian Leased Real Property, and each Assignment of Owned Real Property Lease; (g) executed counterparts of every other Ancillary Agreement; (h) such other instrument of transfer and assumption reasonably required to effect the transfers of Purchased Assets and assumption of Assumed Liabilities as contemplated hereunder, in form and substance reasonably satisfactory to the Purchaser; (i) a true and complete copy, certified by the Secretary or an Assistant Secretary of each Seller, of the resolutions duly and validly adopted by the Board of Directors 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; (j) the GST and QST elections referred to in Section 7.07(b), if applicable; (k) a certificate pursuant of a duly authorized officer of each Seller certifying as to the matters set forth in Section 8.02(a); (l) termination statements on Form UCC-3 (or the equivalent under applicable Law) and other releases (including releases of mortgages, deeds of trust and similar security instruments), which, when filed, will release and satisfy the Encumbrances on the Purchased Assets (other than Permitted Encumbrances) that are set forth on Schedule 2.05(l), together with the proper authority to file such termination statements and other releases at and after the Closing, in form and substance reasonably acceptable to the Purchaser; (m) evidence of the termination of those transactions between the Companies and the Subsidiaries, on the one hand, and the Sellers and their Affiliates, on the other hand, set forth on Schedule 2.05(m); (n) the consents, waivers, approvals and authorizations set forth in Schedule 2.05(n); (o) a non-foreign person affidavit from Intrawest U.S. in the form of Treasury Regulations Section 1.1445-2(b2(b)(2) executed by each Seller that such Seller is not a foreign person within the meaning of Section 1445 dated as of the Code, together with such other certificates or undertakings as shall be reasonably required to permit the Closing Cash Payment to be paid without provision for withholding Taxes under the Laws of any applicable jurisdiction; provided, that any failure by the Sellers to deliver any such certificates or undertakings at the Closing will not be deemed to constitute the failure of any condition set forth in Article VII, and the Buyer’s sole remedy in respect thereof will be to withhold an appropriate amount of Taxes from the Closing Cash PaymentDate; and (fp) a certificate of the other secretary of each Seller, each Company and each Subsidiary attaching (i) certificates of good standing of such entity, dated not more than 30 calendar days prior to the Closing Date, from the applicable Governmental Authority of the jurisdiction of such entity’s formation and, for each Company and each Subsidiary only, from each jurisdiction in which such entity is qualified to do business; (ii) a copy of the articles of organization (or comparable instrument) of such entity, certified by the applicable Governmental Authority of the jurisdiction of such entity’s formation as of a date not more than 30 calendar days prior to the Closing Date; (iii) a correct and complete copy of the current organizational documents of such entity; (iv) a correct and complete copy of the resolutions of the board of directors (or comparable governing body) of such entity authorizing the execution and delivery of this Agreement and the Ancillary Agreements to which such entity is a party and the consummation of the Transactions; and (v) incumbency and specimen signature certificates required with respect to be delivered pursuant to Section 7.03the officers of such entity.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the Buyer: (a) a receipt for the Closing Cash Payment; (b) the Xxxx of Sale, Assignment and Assumption Agreement and all such other deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in the Buyer all right, title and interest in, to and under the Transferred Assets; (c) with respect to each parcel of Owned Real Property, a special warranty deed in the form attached hereto as Exhibit B (each, a “Deed”), duly executed and notarized by the applicable Seller, with such modifications as to form (but not the scope of warranty) as are necessary to conform to applicable local requirements; (d) with respect to each Leased Real Property, an Assignment and Assumption of Lease substantially in the form attached hereto as Exhibit C B (each, an “Assignment and Assumption of Lease”), duly executed by the applicable Seller and, if necessary, such Seller’s signature shall be witnessed and/or notarized; (ed) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) executed by each Seller that such Seller is not a foreign person within the meaning of Section 1445 of the Code, together with such other certificates or undertakings as shall be reasonably required to permit the Closing Cash Payment to be paid without provision for withholding Taxes under the Laws of any applicable jurisdiction; provided, that any failure by the Sellers to deliver any such certificates or undertakings at the Closing will not be deemed to constitute the failure of any condition set forth in Article VII, and the Buyer’s sole remedy in respect thereof will be to withhold an appropriate amount of Taxes from the Closing Cash Payment; and (fe) the other documents and certificates required to be delivered pursuant to Section 7.03.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the BuyerAcquiror: (a) the original share register book of the Company, with recorded therein the transfer of the Shares to the Acquiror, duly signed and dated by the Share Sellers; (b) if requested by the Acquiror, the letters of resignation of each Person set forth on Section 2.07(b) of the Disclosure Letter (the “Resigning Directors”), pursuant to which the aforementioned Persons resign as director (zaakvoerder / gérant) and, as the case may be, (managing) director (gedelegeerd) bestuurder / administrateur (délégué), of the Company, the Transferred Subsidiary and/or the Transferred JV, as applicable, effective as of the Closing, in the forms attached hereto as Exhibit B with respect to the Company and the Transferred Subsidiary and in a form to be reasonably agreed by the parties with respect to the Transferred JV; (c) a receipt for the Closing Cash Payment; (bd) duly executed counterparts to the Xxxx of Sale, Assignment and Assumption Agreement and all Ancillary Agreements contemplated to be delivered pursuant to Section 8.02(d); (e) such other deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary or appropriate for the assumption by the Acquiror of the Assumed Liabilities or, subject to Section 2.03, to vest in the Buyer Acquiror all of the Sellers’ right, title and interest in, to and under the Transferred Assets; (c) with respect to each parcel of Owned Real Property, a special warranty deed in the form attached hereto as Exhibit B (each, a “Deed”), duly executed and notarized by the applicable Seller, with such modifications as to form (but not the scope of warranty) as are necessary to conform to applicable local requirements; (d) with respect to each Leased Real Property, an Assignment and Assumption of Lease substantially in the form attached hereto as Exhibit C (each, an “Assignment and Assumption of Lease”), duly executed by the applicable Seller and, if necessary, such Seller’s signature shall be witnessed and/or notarized; (ef) a certificate pursuant of a duly authorized officer of each Seller certifying as to the matters set forth in Section 8.02(a); and (g) a certificate in accordance with Treasury Regulations Section 1.1445-2(b2(b)(2) executed by from each Asset Seller to the effect that such Asset Seller is not a “foreign person within the meaning of Section 1445 of the Code, together with such other certificates or undertakings as shall be reasonably required to permit the Closing Cash Payment to be paid without provision for withholding Taxes under the Laws of any applicable jurisdiction; provided, that any failure by the Sellers to deliver any such certificates or undertakings at the Closing will not be deemed to constitute the failure of any condition set forth in Article VII, and the Buyer’s sole remedy in respect thereof will be to withhold an appropriate amount of Taxes from the Closing Cash Payment; and (f) the other documents and certificates required to be delivered pursuant to Section 7.03person”.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the BuyerPurchaser: (a) a receipt for executed counterparts of the Closing Cash PaymentAncillary Agreements; (b) a receipt for the Xxxx of Sale, Assignment and Assumption Agreement and all such other deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in the Buyer all right, title and interest in, to and under the Transferred AssetsPurchase Price; (c) with respect to an affidavit of each parcel of Owned Real Property, a special warranty deed in the form attached hereto as Exhibit B (each, a “Deed”), duly executed and notarized by the applicable Seller, with such modifications as to form (but not the scope of warranty) as are necessary to conform to applicable local requirements; (d) with respect to each Leased Real Property, an Assignment and Assumption of Lease substantially in the form attached hereto as Exhibit C (each, an “Assignment and Assumption of Lease”), duly executed by the applicable Seller and, if necessary, such Seller’s signature shall be witnessed and/or notarized; (e) a certificate pursuant to Treasury Regulations Section 1.1445-2(b1445(b)(2) executed by each Seller of the Code stating that such Seller is not a foreign person within the meaning of Section 1445 such Section; (d) such duly executed instruments as are necessary to effectuate the transfer of the CodeSellers' respective rights and, where applicable, titles to the Assets, other than the Excluded Assets, including an assignment of all Assumed Contracts, dated the Closing Date, assigning to the Purchaser all of the Sellers' right, title and interest therein and thereto, together with any required consents to such other certificates or undertakings as shall be reasonably required to permit assignments (taking into account the applicable provisions of the Bankruptcy Code) in the appropriate form for filing in each relevant jurisdiction where the Assets are located, including necessary legalizations, notarizations and signatures, and an assignment of lease, dated the Closing Cash Payment Date, with respect to be paid without provision for withholding Taxes under each Assumed Lease, in form reasonably acceptable to the Laws Purchaser, together with any necessary transfer declarations or other filings; (e) a certified copy of any applicable jurisdiction; provided, the Sale Order; (f) an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx to the effect that any failure by no appeal of the Sellers to deliver any such certificates or undertakings at Sale Order has been taken as of the Closing will not be deemed to constitute Closing; (g) an executed counterpart of the failure of any condition set forth in Article VII, and the Buyer’s sole remedy in respect thereof will be to withhold an appropriate amount of Taxes from the Closing Cash PaymentAllocation Statement; and (fh) the such other documents and documents, instruments or certificates required to be delivered pursuant to Section 7.03Sections 7.02 and 8.02.

Closing Deliveries by the Sellers. (a) At the Closing, the Sellers shall deliver or cause to be delivered to the Buyer: (ai) a receipt for the Closing Cash Payment; (b) the Xxxx of Sale, Assignment and Assumption Agreement and all such other deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in the Buyer all right, title and interest in, to and under the Transferred Assets; (c) with respect to each parcel of Owned Real Property, a special warranty deed in the form attached hereto as Exhibit B (each, a “Deed”), duly executed and notarized by the applicable Seller, with such modifications as to form (but not the scope of warranty) as are necessary to conform to applicable local requirements; (d) with respect to each Leased Real Property, an Assignment and Assumption of Lease substantially in Units Agreement reflecting the form attached hereto as Exhibit C (each, an “Assignment and Assumption assignment of Lease”)the Units from each Seller to the Buyer, duly executed by the applicable Seller and, if necessary, such Seller’s signature shall be witnessed and/or notarized; (eii) a certificate pursuant certificate, in form and substance reasonably acceptable to Treasury Regulations the Buyer, from the Company, signed under penalty of perjury, indicating that fifty percent or more of the value of the gross assets of the Company does not consist of U.S. real property interests, in accordance with Section 1.1445-2(b11T(d)(2) of the Regulations; (iii) good standing certificates for the Company and for each Subsidiary from the Secretary of State of the jurisdiction in which such entity is incorporated or organized and from the Secretary of State in each other jurisdiction in which the properties owned or leased by any of the Company or any Subsidiary, or the operation of its business in such jurisdiction, requires the Company or any Subsidiary to qualify to do business as a foreign corporation, in each case dated as of a date not earlier than 10 Business Days prior to the Closing and accompanied by a bring-down letter dated as of the Closing Date; (iv) a report of a search of applicable Uniform Commercial Code financing statements and fixture filings, dated as of a date no more than one week prior to the Closing Date, with respect to the Company and each Subsidiary showing no Encumbrances on the Company’s or such Subsidiary’s Assets or the Units, other than Encumbrances (x) securing repayment of the Company Debt to be paid by the Buyer at the Closing pursuant to Section 1.02(a) and (y) as set forth in Section 2.02(a)(iv) of the Company Disclosure Letter; (v) documentation reasonably satisfactory to the Buyer evidencing the release of Encumbrances securing repayment of the Company Debt, contingent only upon payment of the Buyer Debt Repayment Amount and the Cxxxxx Debt Repayment Amount; (vi) duly executed Powers of Attorney on behalf of the Company and each Subsidiary in a form reasonably acceptable to the Buyer and such other instruments as may be necessary to authorize the Buyer and its designees to become signatories on each of the bank accounts of the Company and each Subsidiary, including but not limited to the lockbox accounts of the Company and each Subsidiary, and letters from the Company and each Subsidiary to the institutions holding such accounts authorizing and directing such institutions to remove such signatories on such accounts as the Buyer may direct; (vii) copies of consents or waivers for the Consent Contracts listed in Section 4.14(a) of the Company Disclosure Letter in a form reasonably acceptable to the Buyer, which consents or waivers shall be effective at or prior to the Closing; (viii) documentation reasonably satisfactory to the Buyer evidencing the termination of each 401(k) Plan and the Phantom Unit Plan Phantom and the elimination of Pool Shares in accordance with Section 7.02; (ix) the Release Agreements for each of the Key Employees, duly executed by each Seller that such Seller is not a foreign person within Employee, and documentation reasonably satisfactory to the meaning of Section 1445 Buyer evidencing the payment by the Company to each of the Code, together with Key Employees of the amounts owed to each such other certificates or undertakings as shall be reasonably required Key Employee for any change of control payments applicable to permit the Closing Cash Payment to be paid without provision for withholding Taxes under the Laws of any applicable jurisdiction; provided, that any failure by the Sellers to deliver any such certificates or undertakings at the Closing will not be deemed to constitute the failure of any condition set forth in Article VII, and the Buyer’s sole remedy in respect thereof will be to withhold an appropriate amount of Taxes from the Closing Cash PaymentKey Employee; and (fx) the all other certificates, opinions, instruments and other documents as may be reasonably requested by the Buyer to effect the transactions contemplated hereby, in each case reasonably satisfactory in form and certificates required substance to be delivered pursuant to Section 7.03the Buyer.