Common use of Closing Deliveries of Buyer Clause in Contracts

Closing Deliveries of Buyer. At Closing, unless otherwise waived by Seller, Buyer will deliver to Seller the following: (a) A duly executed counterpart of the Escrow Agreement; (b) Evidence to Seller’s reasonable satisfaction that the Escrow Fund has been deposited with the Escrow Agent. (c) an assumption agreement, duly executed by Buyer, pursuant to which Buyer assumes the Assumed Liabilities; (d) A counterpart to the Lease Termination Agreement duly executed by Landlord under which Landlord agrees to terminate, effective as of December 1, 2008, the Lease Agreement in connection with the consummation of the transactions contemplated by this Agreement; (e) A counterpart to the Xxxxxxx Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Xxxxxxx Employment Agreement, in connection with the consummation of the transactions contemplated by this Agreement; (f) A counterpart to the English Termination Agreement duly executed by Xxxxxx English under which Xxxxxx English agrees to terminate, effective as of December 1, 2008, the English Employment Agreement in connection with the consummation of the transactions contemplated by this Agreement; (g) A counterpart to the Repurchase Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Repurchase Agreement in connection with the consummation of the transactions contemplated by this Agreement; (h) A counterpart to the Guarantee Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Guarantee Agreement in connection with the consummation of the transactions contemplated by this Agreement; (i) Copies of resolutions duly adopted by the managing member(s) of Buyer, authorizing and approving the consummation of the transactions contemplated hereby and the execution and delivery of this Agreement and the other documents described herein, each certified as true, complete and in full force and effect as of Closing by a duly authorized officer of Buyer; and (j) An executed copy of the Promissory Note; (k) An executed copy of a security agreement by the Buyer in favor of the Seller, substantially in the form attached hereto as “Exhibit C” (the “Security Agreement”); and (l) An executed copy of the Transition Services Agreement (as defined below); and (m) Such other instruments and documents as Seller may reasonably request.

Closing Deliveries of Buyer. At the Closing, unless otherwise waived by Seller, Buyer will shall deliver to Seller the followingSeller: (a) A duly executed counterpart certificate of Buyer, dated as of the Escrow AgreementClosing Date, to the effect that the representations and warranties of Buyer contained in this Agreement (and the Schedules to be provided for Closing) are true and correct in all material respects and that Buyer has complied with or performed in all material respects all terms, covenants and conditions to be complied with or performed by Buyer on or prior to the Closing Date; (b) Evidence to Seller’s reasonable satisfaction that A certificate, dated as of the Escrow Fund has been deposited with the Escrow Agent. (c) an assumption agreementClosing Date, duly executed by Buyer, pursuant to which Buyer assumes the Assumed Liabilities; (d) A counterpart to the Lease Termination Agreement duly executed by Landlord under which Landlord agrees to terminate, effective as of December 1, 2008, the Lease Agreement in connection with the consummation of the transactions contemplated by this Agreement; (e) A counterpart to the Xxxxxxx Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Xxxxxxx Employment Agreement, in connection with the consummation of the transactions contemplated by this Agreement; (f) A counterpart to the English Termination Agreement duly executed by Xxxxxx English under which Xxxxxx English agrees to terminate, effective as of December 1, 2008, the English Employment Agreement in connection with the consummation of the transactions contemplated by this Agreement; (g) A counterpart to the Repurchase Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Repurchase Agreement in connection with the consummation of the transactions contemplated by this Agreement; (h) A counterpart to the Guarantee Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Guarantee Agreement in connection with the consummation of the transactions contemplated by this Agreement; (i) Copies of resolutions duly adopted by the managing member(s) Secretary of Buyer, certifying the Articles of Incorporation, Bylaws, incumbency and signatures of officers of Buyer and copies of Buyer's directors' and shareholders' resolutions approving and authorizing and approving the consummation of the transactions contemplated hereby and the execution and delivery of this Agreement and the other documents described herein, each certified as true, complete and in full force and effect as of Closing by a duly authorized officer of Buyer; and (j) An executed copy consummation of the Promissory Notetransactions contemplated hereby; (kc) An executed copy Books and records of a security agreement Buyer; (e) Documentation satisfactory to Seller evidencing the fact that the signatories on all relevant bank accounts of Buyer have been changed to signatories designated by Seller. (f) A corporate resolution that will irrevocably instruct Pacific Stock Transfer Company about the exchange ratio representing the Buyer in favor of Shares issued as consideration hereunder and instructions to issue share certificates to the Seller, substantially Shareholders in the form attached hereto as “Exhibit C” (appropriate amounts, including evidence of any share conditions attributable to the “Security Agreement”); andBuyer Shares. No Buyer Shares shall be issued until the Buyer shall have received a certificate for required number of Seller's Shares. (lg) An executed copy Share certificates in the appropriate amount of Buyers Shares issued to the Transition Services Agreement (as defined below); andShareholders. No Buyers Shares shall be issued until the Buyer shall have received a certificate for required number of Seller's Shares. (mh) Such other instruments documents, at the Closing or subsequently, as may be reasonably requested by Seller as necessary for the implementation and documents as Seller may reasonably requestconsummation of this Agreement and the transactions contemplated hereby.

Closing Deliveries of Buyer. At or before the Closing, unless otherwise waived by Seller, Buyer will and Parent shall deliver the following to Seller the followingMajority Shareholder: (a) A duly executed counterpart a true and correct copy of Buyer’s Articles of Incorporation, certified by the Secretary of State of Ohio, and Parent’s Articles of Incorporation, certified by the Secretary of State of the Escrow AgreementState of Delaware, of a date not more than ten (10) days prior to the Closing Date; (b) Evidence a certificate as to Seller’s reasonable satisfaction that the Escrow Fund has been deposited with good standing of Buyer certified by the Escrow Agent.State of Ohio and a certificate as to the good standing of Parent certified by the State of Delaware; (c) an assumption agreementcertificates of authorized officers of Buyer and Parent, duly executed by Buyerdated the Closing Date, pursuant to which Buyer assumes the Assumed Liabilities; (d) A counterpart to the Lease Termination Agreement duly executed by Landlord under which Landlord agrees to terminate, effective as of December 1, 2008, the Lease Agreement in connection with the consummation of the transactions contemplated by this Agreement; (e) A counterpart to the Xxxxxxx Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Xxxxxxx Employment Agreement, in connection with the consummation of the transactions contemplated by this Agreement; (f) A counterpart to the English Termination Agreement duly executed by Xxxxxx English under which Xxxxxx English agrees to terminate, effective as of December 1, 2008, the English Employment Agreement in connection with the consummation of the transactions contemplated by this Agreement; (g) A counterpart to the Repurchase Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Repurchase Agreement in connection with the consummation of the transactions contemplated by this Agreement; (h) A counterpart to the Guarantee Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Guarantee Agreement in connection with the consummation of the transactions contemplated by this Agreement; (i) Copies certifying that the document delivered pursuant to Section 7.3(a) is in effect and has not been amended or modified, (ii) attaching a true and correct copy of resolutions Buyer’s bylaws and certifying that it is in effect and has not been amended or modified, (iii) attaching copies of resolutions, duly adopted by the managing member(s) sole member of Buyer, Buyer and by the board of directors of Parent authorizing and approving the consummation of the transactions contemplated hereby and the execution and delivery of this Agreement and each of the other documents described hereinAncillary Agreements and the performance of the transactions contemplated hereby and thereby, each certified and certifying that such resolutions are in effect and have not been amended or modified, and (iv) certifying the incumbency of the officers of Buyer and Parent who are executing this Agreement; (d) evidence of payment of the cash and stock portions of the Purchase Price, as truerequired by Section 3.1; (e) a release, complete and duly executed by the Company in full force and form satisfactory to the Majority Shareholder, to the effect as that following the Closing, none of Closing by a duly authorized officer the Shareholders, Xxxxxxxx Xxxxxxx, Xxx Xxxxxxx or Xxxxxx Namhias shall have any obligations or liabilities of Buyerany kind to the Company; and (jf) An executed copy original stock certificates evidencing the shares of the Promissory Note; (k) An executed copy of a security agreement by the Buyer in favor of the Seller, substantially Parent Common Stock to be issued in the form attached hereto as “Exhibit C” (name of each Shareholder on the “Security Agreement”Closing Date pursuant to Section 3.1(a); and provided, however, Buyer may deliver such certificates to the Majority Shareholder within three (l3) An executed copy of days following Closing to the Transition Services Agreement (as defined below); and (m) Such other instruments and documents as Seller may reasonably requestextent that the certificates cannot be issued on the Closing Date.

Closing Deliveries of Buyer. At the Closing, unless otherwise waived by Seller, Buyer will shall deliver to Seller the following:Seller: --------------------------- (a) A duly executed counterpart certificate of Buyer, dated as of the Escrow AgreementClosing Date, to the effect that the representations and warranties of Buyer contained in this Agreement (and the Schedules to be provided for Closing) are true and correct in all material respects and that Buyer has complied with or performed in all material respects all terms, covenants and conditions to be complied with or performed by Buyer on or prior to the Closing Date; (b) Evidence to Seller’s reasonable satisfaction that A certificate, dated as of the Escrow Fund has been deposited with the Escrow Agent. (c) an assumption agreementClosing Date, duly executed by Buyer, pursuant to which Buyer assumes the Assumed Liabilities; (d) A counterpart to the Lease Termination Agreement duly executed by Landlord under which Landlord agrees to terminate, effective as of December 1, 2008, the Lease Agreement in connection with the consummation of the transactions contemplated by this Agreement; (e) A counterpart to the Xxxxxxx Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Xxxxxxx Employment Agreement, in connection with the consummation of the transactions contemplated by this Agreement; (f) A counterpart to the English Termination Agreement duly executed by Xxxxxx English under which Xxxxxx English agrees to terminate, effective as of December 1, 2008, the English Employment Agreement in connection with the consummation of the transactions contemplated by this Agreement; (g) A counterpart to the Repurchase Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Repurchase Agreement in connection with the consummation of the transactions contemplated by this Agreement; (h) A counterpart to the Guarantee Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Guarantee Agreement in connection with the consummation of the transactions contemplated by this Agreement; (i) Copies of resolutions duly adopted by the managing member(s) Secretary of Buyer, certifying the Articles of Incorporation, Bylaws, incumbency and signatures of officers of Buyer and copies of Buyer's directors' and shareholders' resolutions approving and authorizing and approving the consummation of the transactions contemplated hereby and the execution and delivery of this Agreement and the other documents described hereinconsummation of the transactions contemplated hereby; (c) A certificate, each certified as true, complete and in full force and effect dated as of the Closing Date, executed by the Secretary of Sub, certifying the Articles of Incorporation and articles of amendment, bylaws, incumbency and signatures of officers of Sub and copies of Sub's directors' and shareholders' resolutions approving and authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (d) Books and records of Buyer and Sub; (e) Documentation satisfactory to Seller evidencing the fact that the signatories on all relevant bank accounts of Buyer have been changed to signatories designated by Seller. (f) A corporate resolution that will irrevocably instruct Pacific Stock Transfer about the exchange ratio representing the Preferred Shares issued as partial consideration hereunder and instructions to issue share certificates to the Shareholders in the appropriate amounts, including evidence of the share conditions attributable to the Preferred Shares. No Preferred Shares shall be issued until the Buyer shall have received a certificate for required number of Seller's Shares. (g) Share certificates in the appropriate amount of Exchangeable Shares issued to the Shareholders. No Exchangeable Shares shall be issued until the Buyer shall have received a certificate for required number of Seller's Shares. (h) Support Agreement, duly authorized officer of Buyer; andexecuted by the parties thereto; (i) Exchange Trust Agreement, duly executed by the parties thereto; (j) An executed copy The documentation required for the Amalgamation of the Promissory NoteSeller and Sub; (k) An executed copy Resignations of a security agreement by any directors and officers of Seller and Sub, except Xxxx Xxxxxxx, in favour of nominees of the Buyer in favor effective as of the SellerClosing, substantially as well as evidence of compliance with any regulatory requirements; (l) Resolution of the shareholders approving the name change; (m) Employment agreement with each of Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxxxx, and evidence of regulatory compliance with the S-8 registration as set forth in the form attached hereto Section 2.5 of this this Agreement; (n) Legal opinion of Buyer's counsel opining as “Exhibit C” (the “Security Agreement”)to due execution, corporate authority, current shareholdings, proper share issuances and regulatory matters; and (l) An executed copy of the Transition Services Agreement (as defined below); and (mo) Such other instruments documents, at the Closing or subsequently, as may be reasonably requested by Seller as necessary for the implementation and documents as Seller may reasonably requestconsummation of this Agreement and the transactions contemplated hereby.

Closing Deliveries of Buyer. At the Closing, unless otherwise waived by Seller, Buyer will shall deliver to Seller the followingSeller: (a) A duly executed counterpart certificate of Buyer, dated as of the Escrow AgreementClosing Date, to the effect that the representations and warranties of Buyer contained in this Agreement (and the Schedules to be provided for Closing) are true and correct in all material respects and that Buyer has complied with or performed in all material respects all terms, covenants and conditions to be complied with or performed by Buyer on or prior to the Closing Date; (b) Evidence to Seller’s reasonable satisfaction that A certificate, dated as of the Escrow Fund has been deposited with the Escrow Agent. (c) an assumption agreementClosing Date, duly executed by Buyer, pursuant to which Buyer assumes the Assumed Liabilities; (d) A counterpart to the Lease Termination Agreement duly executed by Landlord under which Landlord agrees to terminate, effective as of December 1, 2008, the Lease Agreement in connection with the consummation of the transactions contemplated by this Agreement; (e) A counterpart to the Xxxxxxx Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Xxxxxxx Employment Agreement, in connection with the consummation of the transactions contemplated by this Agreement; (f) A counterpart to the English Termination Agreement duly executed by Xxxxxx English under which Xxxxxx English agrees to terminate, effective as of December 1, 2008, the English Employment Agreement in connection with the consummation of the transactions contemplated by this Agreement; (g) A counterpart to the Repurchase Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Repurchase Agreement in connection with the consummation of the transactions contemplated by this Agreement; (h) A counterpart to the Guarantee Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Guarantee Agreement in connection with the consummation of the transactions contemplated by this Agreement; (i) Copies of resolutions duly adopted by the managing member(s) Secretary of Buyer, certifying the Articles of Incorporation, Bylaws, incumbency and signatures of officers of Buyer and copies of Buyer's directors' and shareholders' resolutions approving and authorizing and approving the consummation of the transactions contemplated hereby and the execution and delivery of this Agreement and the other documents described herein, each certified as true, complete and in full force and effect as of Closing by a duly authorized officer of Buyer; and (j) An executed copy consummation of the Promissory Notetransactions contemplated hereby; (kc) An executed copy Books and records of a security agreement Buyer; (d) Documentation satisfactory to Seller evidencing the fact that the signatories on all relevant bank accounts of Buyer have been changed to signatories designated by Seller. (e) A corporate resolution that will irrevocably instruct *** about the exchange ratio representing the Buyer in favor of Shares issued as partial consideration hereunder and instructions to issue share certificates to the Seller, substantially Shareholders in the form attached hereto as “Exhibit C” (appropriate amounts, including evidence of any share conditions attributable to the “Security Agreement”); andBuyer Shares. No Buyer Shares shall be issued until the Buyer shall have received a certificate for required number of Seller's Shares. (lf) An executed copy Share certificates in the appropriate amount of Buyers Shares issued to the Transition Services Agreement (as defined below); andShareholders. No Buyers Shares shall be issued until the Buyer shall have received a certificate for required number of Seller's Shares. (mg) Such other instruments documents, at the Closing or subsequently, as may be reasonably requested by Seller as necessary for the implementation and documents as Seller may reasonably requestconsummation of this Agreement and the transactions contemplated hereby.

Closing Deliveries of Buyer. At the Closing, unless otherwise waived by Seller, Buyer will shall deliver or cause to be delivered to the Seller the followingParties: (a) A duly executed counterpart a certificate of good standing for Buyer issued as of a recent date by the Secretary of State of the Escrow AgreementState of South Dakota; (b) Evidence to Seller’s reasonable satisfaction that a certificate of good standing for each of the Escrow Fund has been deposited with Buyer Subsidiaries issued as of a recent date by the Escrow Agent.Secretary of State of their state of organization or incorporation, as applicable; (c) an assumption agreement, duly executed by a certificate of the secretary of Buyer, pursuant dated the Closing Date, in form and substance reasonably satisfactory to the Seller Parties, certifying to (i) Buyer’s certificate or articles of formation or incorporation, operating agreement or bylaws in effect as of the Closing Date, (ii) the resolutions of the Board of Managers of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents contemplated hereby to which Buyer assumes the Assumed Liabilities; (d) A counterpart to the Lease Termination Agreement duly executed by Landlord under which Landlord agrees to terminate, effective as of December 1, 2008, the Lease Agreement in connection with the consummation of the transactions contemplated by this Agreement; (e) A counterpart to the Xxxxxxx Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Xxxxxxx Employment Agreement, in connection with the consummation of the transactions contemplated by this Agreement; (f) A counterpart to the English Termination Agreement duly executed by Xxxxxx English under which Xxxxxx English agrees to terminate, effective as of December 1, 2008, the English Employment Agreement in connection with the consummation of the transactions contemplated by this Agreement; (g) A counterpart to the Repurchase Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Repurchase Agreement in connection with the consummation of the transactions contemplated by this Agreement; (h) A counterpart to the Guarantee Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Guarantee Agreement in connection with the consummation of the transactions contemplated by this Agreement; (i) Copies of resolutions duly adopted by the managing member(s) of Buyer, authorizing is party and approving the consummation of the transactions contemplated hereby and thereby, and (iii) the incumbency and signatures of the officers of Buyer authorized to execute and deliver this Agreement and each other Transaction Document to which Buyer is a party; (d) a certificate of the secretary of each Buyer Subsidiary being allocated any portion of the Purchased Assets and Assumed Liabilities, dated the Closing Date, in form and substance reasonably satisfactory to the Seller Parties, certifying to (i) such Buyer Subsidiary’s certificate or articles of formation or incorporation, operating agreement or bylaws in effect as of the Closing Date, (ii) the resolutions of the Board of Managers or other governing body of such Buyer Subsidiary authorizing the execution, delivery and performance of the Joinder Agreement (as defined below) and the consummation of the transactions contemplated thereby and by any other Transaction Document to which such Buyer Subsidiary is party (including by execution and delivery of the Joinder Agreement), and (iii) the incumbency and signatures of the officers of such Buyer Subsidiary authorized to execute and deliver the Joinder Agreement and each other Transaction Document to which such Buyer Subsidiary is a party; (e) a joinder agreement, in form and substance satisfactory to the Seller Parties (each, a “Joinder Agreement”), pursuant to which each Buyer Subsidiary agrees to (i) be bound by all of the terms and conditions of this Agreement (including such Buyer Subsidiary’s obligations under Article X of this Agreement) and (ii) execute and delivery to the other Seller Parties such further documents described hereinand instruments, each certified and to take, or cause to be taken, such further actions as trueany of the Seller Parties may reasonably request to evidence the same; (f) the Assignments of Intellectual Property, complete duly executed by the applicable Buyer Subsidiary; (g) the Assignments of Leases and in full force and effect as Licenses, duly executed by the applicable Buyer Subsidiary; (h) the Bills of Closing Sale, duly executed by a the applicable Buyer Subsidiary; (i) the Escrow Agreements, duly authorized officer of executed by Buyer; and; (j) An the Funds Flow Agreement, duly executed copy of the Promissory Noteby Buyer; (k) An executed copy customary deliveries of a security agreement by buyer in connection with the Buyer in favor conveyance of the SellerOwned Real Property or the assignment of the Leased and Licensed Real Property, substantially in each case as required by applicable Legal Requirement or the form attached hereto as “Exhibit C” (the “Security Agreement”); andTitle Company; (l) An a properly completed certificate of exemption executed copy of by Buyer claiming the Transition Services Agreement (as defined below)sale for resale exemption with respect to all Purchased Assets that constitute inventory; and (m) Such other any additional instruments and documents that are necessary to consummate the transactions contemplated by this Agreement, duly executed by Buyer (as Seller may reasonably requestapplicable).

Closing Deliveries of Buyer. At Closing, unless otherwise waived by Seller, Buyer will deliver to Seller the following: (a) A duly executed counterpart of the Escrow Agreement; (b) Evidence to Seller’s reasonable satisfaction that the Escrow Fund has been deposited with the Escrow Agent. (c) an assumption agreement, duly executed by Buyer, pursuant to which Buyer assumes the Assumed Liabilities; (d) A counterpart to the Lease Termination Agreement duly executed by Landlord under which Landlord agrees to terminate, effective as of December 1, 2008, the Lease Agreement in connection with the consummation of the transactions contemplated by this Agreement; (e) A counterpart to the Xxxxxxx Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Xxxxxxx Employment Agreement, in connection with the consummation of the transactions contemplated by this Agreement; (f) A counterpart to the English Termination Agreement duly executed by Xxxxxx English under which Xxxxxx English agrees to terminate, effective as of December 1, 2008, the English Employment Agreement in connection with the consummation of the transactions contemplated by this Agreement; (g) A counterpart to the Repurchase Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Repurchase Agreement in connection with the consummation of the transactions contemplated by this Agreement; (h) A counterpart to the Guarantee Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Guarantee Agreement in connection with the consummation of the transactions contemplated by this Agreement; (i) Copies of resolutions duly adopted by Buyer and Target shall have entered into the managing member(s) of Buyer, authorizing Sellers’ Release and approving the consummation of the transactions contemplated hereby and the execution and delivery of this Agreement and the other documents described herein, each certified as true, complete and such release shall be in full force and effect as of the Closing: (ii) Buyer shall have executed and delivered to Sellers the Promissory Note(s), and such notes shall be in full force and effect as of the Closing; (iii) Buyer shall have entered into the Security Agreement, and such agreement shall be in full force and effect as of the Closing; (iv) Buyer shall have entered into the Sellers’ Non-Competition Agreement, and such agreement shall be in full force and effect as of the Closing; (v) Target shall have entered into Xx. Xxxxxxx’x Employment Agreement, and such agreement shall be in full force and effect as of the Closing; (vi) Intentionally omitted; (vii) Intentionally omitted; (viii) Buyer shall have obtained from ACF XXXXX I, LP and Jax Legacy Investments I, LLC (“Buyer’s Lenders”) a consent to the transactions contemplated by this Agreement including (A) the acquisition of Target, (B) the issuance of the Promissory Notes by Buyer, and (C) the pledging of assets by Buyer pursuant to the Security Agreement; (ix) Buyer shall have delivered to Sellers a certificate of the secretary or an assistant secretary of Buyer, dated the Closing by Date, in form and substance reasonably satisfactory to Sellers, as to: (i) the certificate of incorporation of Buyer and any amendments to thereto; (ii) the bylaws of the Buyer and any amendments thereto; and (iii) authorizing resolutions of the board of directors (or a duly authorized officer committee thereof) of Buyerthe Buyer relating to this Agreement and the transactions contemplated hereby; and (jx) An executed copy of Buyer shall have delivered the Promissory Note; (k) An executed copy of a security agreement by the Buyer in favor of the Seller, substantially in the form attached hereto as “Exhibit C” (the “Security Agreement”); and (l) An executed copy of the Transition Services Agreement (as defined below); and (m) Such other instruments and documents as Seller may reasonably requestClosing Cash Payment to Sellers.

Closing Deliveries of Buyer. At Closing, unless otherwise waived by SellerOn or prior to the Initial Closing Date, Buyer will shall deliver or cause to Seller be delivered the followingfollowing items: (a) A to each lender or other creditor of BrandCo (on behalf of XxxxxXx) and LicenseCo (on behalf of LicenseCo) an amount equal to that portion of Indebtedness reflected in the Payoff Letters by wire transfer(s) of immediately available funds to such accounts and in such amounts as set forth in the Payoff Letters; (b) to each creditor of BrandCo (on behalf of BrandCo) and LicenseCo (on behalf of LicenseCo), an amount equal to the Transaction Expenses, other than the Change-in- Control Closing Bonus Payments, by wire transfer(s) of immediately available funds to such accounts and in such amounts as set forth in the invoices, receipts or other written confirmations provided by the Seller to the Buyer prior to the Initial Closing; (c) a certificate duly executed counterpart by an authorized officer of Buyer, dated as of the Initial Closing Date, confirming that each of the conditions set forth in Section 11.2(a) and Section 11.2(b) have been satisfied. (d) to the Escrow Agent, an amount equal to the Initial Closing Indemnity Escrow Amount to be held by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement; (be) Evidence to Seller’s reasonable satisfaction that , an amount equal to (i) the Estimated Initial Closing Cash Consideration, less (ii) the Initial Closing Indemnity Escrow Fund has been deposited with the Escrow Agent. (c) an assumption agreement, duly executed by Buyer, pursuant to which Buyer assumes the Assumed Liabilities; (d) A counterpart to the Lease Termination Agreement duly executed by Landlord under which Landlord agrees to terminate, effective as of December 1, 2008, the Lease Agreement in connection with the consummation of the transactions contemplated by this Agreement; (e) A counterpart to the Xxxxxxx Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Xxxxxxx Employment Agreement, in connection with the consummation of the transactions contemplated by this AgreementAmount; (f) A counterpart to the English Termination Agreement duly a certificate executed by Xxxxxx English under which Xxxxxx English agrees to terminatean authorized officer of Buyer certifying the resolutions adopted by the manager of Buyer authorizing execution, effective as delivery and performance of December 1, 2008, the English Employment Agreement in connection with the consummation of the transactions contemplated by this Agreement; (g) A counterpart to each of the Repurchase Termination Agreement Key Employees, the Employment Agreements, duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Repurchase Agreement in connection with the consummation of the transactions contemplated by this AgreementRIV Capital US Services LLC; (h) A counterpart to Xxxxxxx X. Xxxxxx Consulting, Inc., the Guarantee Termination Agreement Consulting Agreement, duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Guarantee Agreement in connection with the consummation of the transactions contemplated by this AgreementRIV Capital US Services LLC; (i) Copies of resolutions to Seller, the Eurox Reverse IP Licensing Agreement, duly adopted executed by BrandCo; BrandCo; (j) to Seller, the managing member(sNJ Reverse IP Licensing Agreement, duly executed by (k) of Buyerto the Seller, authorizing and approving a counterpart signature page to the consummation Escrow Agreement duly executed by Xxxxx; (l) share certificates, direct registration statement or similar evidence as to the issuance of the transactions contemplated hereby Initial Closing Equity Consideration to the Seller pursuant to Section 2.2; (m) the Investor Rights Agreement, duly executed by Xxxxx; (n) documentation, in form and substance reasonably satisfactory to Seller, evidencing sufficient capitalization of RIV Capital US Holdings LLC, a Delaware limited liability company, and the execution assignment of the Credit and delivery Security Agreement thereto, including the assumption of this Agreement and the other documents described herein, each certified as true, complete and in full force and effect as of Closing by a duly authorized officer of Buyerall BrandCo obligations thereunder; and (jo) An executed copy of the Promissory Note; (k) An executed copy of a security agreement such other agreements, documents, instruments and certificates as may be reasonably required by the Buyer in favor of Seller to consummate and give effect the Seller, substantially in the form attached hereto as “Exhibit C” (the “Security Agreement”); and (l) An executed copy of the Transition Services Agreement (as defined below); and (m) Such other instruments and documents as Seller may reasonably requesttransactions contemplated herein.

Closing Deliveries of Buyer. At the Closing, unless otherwise waived by Seller, Buyer will shall deliver or cause to be delivered to the Seller the followingParties: (a) A duly executed counterpart a certificate of good standing for Buyer issued as of a recent date by the Secretary of State of the Escrow AgreementState of South Dakota; (b) Evidence to Seller’s reasonable satisfaction that a certificate of good standing for each of the Escrow Fund has been deposited with Buyer Subsidiaries issued as of a recent date by the Escrow Agent.Secretary of State of their state of organization or incorporation, as applicable; (c) an assumption agreement, duly executed by a certificate of the secretary of Buyer, pursuant dated the Closing Date, in form and substance reasonably satisfactory to the Seller Parties, certifying to (i) Buyer’s certificate or articles of formation or incorporation, operating agreement or bylaws in effect as of the Closing Date, (ii) the resolutions of the Board of Managers of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents contemplated hereby to which Buyer assumes the Assumed Liabilities; (d) A counterpart to the Lease Termination Agreement duly executed by Landlord under which Landlord agrees to terminate, effective as of December 1, 2008, the Lease Agreement in connection with the consummation of the transactions contemplated by this Agreement; (e) A counterpart to the Xxxxxxx Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Xxxxxxx Employment Agreement, in connection with the consummation of the transactions contemplated by this Agreement; (f) A counterpart to the English Termination Agreement duly executed by Xxxxxx English under which Xxxxxx English agrees to terminate, effective as of December 1, 2008, the English Employment Agreement in connection with the consummation of the transactions contemplated by this Agreement; (g) A counterpart to the Repurchase Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Repurchase Agreement in connection with the consummation of the transactions contemplated by this Agreement; (h) A counterpart to the Guarantee Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Guarantee Agreement in connection with the consummation of the transactions contemplated by this Agreement; (i) Copies of resolutions duly adopted by the managing member(s) of Buyer, authorizing is party and approving the consummation of the transactions contemplated hereby and thereby, and (iii) the incumbency and signatures of the officers of Buyer authorized to execute and deliver this Agreement and each other Transaction Document to which Buyer is a party; (d) a certificate of the secretary of each Buyer Subsidiary being allocated any portion of the Purchased Assets and Assumed Liabilities, dated the Closing Date, in form and substance reasonably satisfactory to the Seller Parties, certifying to (i) such Buyer Subsidiary’s certificate or articles of formation or incorporation, operating agreement or bylaws in effect as of the Closing Date, (ii) the resolutions of the Board of Managers or other governing body of such Buyer Subsidiary authorizing the execution, delivery and performance of the Joinder Agreement (as defined below) and the consummation of the transactions contemplated thereby and by any other Transaction Document to which such Buyer Subsidiary is party (including by execution and delivery of the Joinder Agreement), and (iii) the incumbency and signatures of the officers of such Buyer Subsidiary authorized to execute and deliver the Joinder Agreement and each other Transaction Document to which such Buyer Subsidiary is a party; (e) a joinder agreement, in form and substance satisfactory to the Seller Parties (each, a “Joinder Agreement”), pursuant to which each Buyer Subsidiary agrees to (i) be bound by all of the terms and conditions of this Agreement (including such Buyer Subsidiary’s obligations under Article X of this Agreement) and (ii) execute and delivery to the other Seller Parties such further documents described hereinand instruments, each certified and to take, or cause to be taken, such further actions as trueany of the Seller Parties may reasonably request to evidence the same; 4832-2222-1976\19 (f) the Assignments of Intellectual Property, complete duly executed by the applicable Buyer Subsidiary; (g) the Assignments of Leases and in full force and effect as Licenses, duly executed by the applicable Buyer Subsidiary; (h) the Bills of Closing Sale, duly executed by a the applicable Buyer Subsidiary; (i) the Escrow Agreements, duly authorized officer of executed by Buyer; and; (j) An the Funds Flow Agreement, duly executed copy of the Promissory Noteby Buyer; (k) An executed copy customary deliveries of a security agreement by buyer in connection with the Buyer in favor conveyance of the SellerOwned Real Property or the assignment of the Leased and Licensed Real Property, substantially in each case as required by applicable Legal Requirement or the form attached hereto as “Exhibit C” (the “Security Agreement”); andTitle Company; (l) An a properly completed certificate of exemption executed copy of by Buyer claiming the Transition Services Agreement (as defined below)sale for resale exemption with respect to all Purchased Assets that constitute inventory; and (m) Such other any additional instruments and documents that are necessary to consummate the transactions contemplated by this Agreement, duly executed by Buyer (as Seller may reasonably requestapplicable).

Closing Deliveries of Buyer. At Closingthe Closing (or, unless otherwise waived by Sellerin the case of the stock certificates to be delivered pursuant to clause (b) below, within five (5) Business Days thereafter), Buyer will shall deliver (or cause to Seller be delivered) the following: (a) A duly executed counterpart an amount equal to the Closing Cash Payment (less the Deposit and any adjustment pursuant to Section 3.2(b)), to be allocated among Sellers in the respective amounts set forth opposite their names in Schedule 3.5, by wire transfer of immediately available funds to the bank accounts of Sellers set forth in Schedule 3.5; (b) stock certificates representing the Closing Stock Payment, to be allocated among Sellers in the respective amounts set forth opposite their names in Schedule 3.5, which certificates shall be delivered to the Escrow Agent to be held in escrow in accordance with terms of the Escrow Agreement; (b) Evidence to Seller’s reasonable satisfaction that the Escrow Fund has been deposited with the Escrow Agent. (c) a certificate of the secretary or an assumption agreement, duly executed by assistant secretary of Buyer, pursuant to which Buyer assumes dated the Assumed Liabilities; (d) A counterpart Closing Date, in form and substance reasonably satisfactory to the Lease Termination Agreement duly executed by Landlord under which Landlord agrees Representative, as to terminate, effective as of December 1, 2008, the Lease Agreement in connection with the consummation of the transactions contemplated by this Agreement; (e) A counterpart to the Xxxxxxx Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Xxxxxxx Employment Agreement, in connection with the consummation of the transactions contemplated by this Agreement; (f) A counterpart to the English Termination Agreement duly executed by Xxxxxx English under which Xxxxxx English agrees to terminate, effective as of December 1, 2008, the English Employment Agreement in connection with the consummation of the transactions contemplated by this Agreement; (g) A counterpart to the Repurchase Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Repurchase Agreement in connection with the consummation of the transactions contemplated by this Agreement; (h) A counterpart to the Guarantee Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Guarantee Agreement in connection with the consummation of the transactions contemplated by this Agreement; (i) Copies of the resolutions duly adopted by the managing member(sBoard of Directors (or a duly authorized committee thereof) of Buyer, Buyer authorizing and approving the consummation of the transactions contemplated hereby execution, delivery and the execution and delivery performance of this Agreement and the other documents described hereinTransaction Documents to which Buyer is a party and the consummation of the Contemplated Transactions, each which resolutions shall have been certified as true, complete correct and in full force and effect without rescission, revocation or amendment as of the Closing by Date; and (ii) the incumbency and signatures of the officers of Buyer authorized to execute and deliver each Transaction Document to which Buyer is a party; (d) the Xxxx of Sale, duly authorized officer executed on behalf of Buyer; and; (e) the Assumption Agreement, duly executed on behalf of Buyer; (f) the Domain Names Transfer Agreement, duly executed on behalf of Buyer; (g) the Executive Employment Agreement, duly executed on behalf of Buyer; (h) the Escrow Agreement, duly executed on behalf of Buyer; (i) the Leases, duly executed on behalf of Buyer; (j) An the certificate contemplated by Section 9.1(a), duly executed copy on behalf of the Promissory NoteBuyer; (k) An executed copy of a security agreement any consents, waivers or approvals obtained by Buyer with respect to the Buyer in favor consummation of the Seller, substantially in the form attached hereto as “Exhibit C” (the “Security Agreement”)Contemplated Transactions; and (l) An executed copy such other instruments as Sellers may reasonably request or as otherwise may be necessary to evidence and effect the assumption of the Transition Services Agreement (as defined below); and (m) Such other instruments and documents as Seller may reasonably requestAssumed Liabilities by Buyer.