Common use of Closing Deliveries of Purchaser Clause in Contracts

Closing Deliveries of Purchaser. At the Closing, Purchaser will deliver to the Company the following (each in a form and substance reasonably satisfactory to the Company): (a) the Cash Amount in accordance with Section 1.8; (b) the Transition Agreement, executed by Purchaser; (c) the License Agreement, executed by Purchaser; (d) the Non-Competition Agreement, executed by Purchaser; (e) a certificate of Purchaser signed by an executive officer of Purchaser certifying that the conditions set forth in Section 2.2(b) and Section 2.2(c) above have been satisfied; (f) a certificate of the Secretary of Purchaser, certifying that attached thereto are true and complete copies of (i) the Governing Documents of Purchaser, as amended through and in effect on the Closing Date, and (ii) member resolutions authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of Purchaser executing this Agreement and each Transaction Document on behalf of Purchaser; (g) a certificate of good standing of Purchaser issued by the Delaware Secretary of State; (h) the Lease Assignments, executed by Purchaser; (i) the Facility Use Agreements, executed by Purchaser; (j) Local Asset Transfer Agreements, executed by Purchaser; (k) the Assignment and Assumption Agreement, executed by Purchaser; and (l) the Intellectual Property Assignment and Assumption Agreement, executed by Purchaser.

Closing Deliveries of Purchaser. At On or prior to the ClosingClosing Date, Purchaser will and Parent shall deliver to and Seller shall have received the Company the following (each in a form and substance reasonably satisfactory to the Company):following: (a) a true and correct copy of Purchaser’s Articles of Organization and Parent’s Articles of Incorporation, certified by the Cash Amount in accordance with Section 1.8Secretary of State of the State of Delaware of a date not more than ten (10) days prior to the Closing Date; (b) a certificate as to the Transition Agreement, executed good standing of Purchaser certified by Purchaserthe States of Delaware and Georgia and a certificate as to the good standing of Parent certified by the State of Delaware; (c) the License Agreement, executed by Purchaser; (d) the Non-Competition Agreement, executed by Purchaser; (e) a certificate certificates of authorized officers of Purchaser signed by an executive officer of Purchaser certifying that the conditions set forth in Section 2.2(b) and Section 2.2(c) above have been satisfied; (f) a certificate of the Secretary of PurchaserParent, certifying that attached thereto are true and complete copies of (i) the Governing Documents of Purchaser, as amended through and in effect on dated the Closing Date, (i) certifying that the document delivered pursuant to Section 9.3(a) is in effect and has not been amended or modified, (ii) attaching a true and correct copy of Purchaser’s operating agreement and certifying that it is in effect and has not been amended or modified, (iii) attaching copies of resolutions, duly adopted by the sole member resolutions of Purchaser and by the board of directors of Parent authorizing the execution, execution and delivery and performance of this Agreement and each of the other Transaction Documents Ancillary Agreements and consummation the performance of the transactions contemplated hereby and thereby, and certifying as to that such resolutions are in effect and have not been amended or modified, and (iv) certifying the incumbency of the officer officers of Purchaser executing this Agreement and each Transaction Document on behalf of PurchaserParent; (gd) a certificate of good standing an authorized officer of Purchaser issued by and Parent, dated the Delaware Secretary Closing Date, certifying that, as of Statethe Closing Date, the conditions set forth in Sections 9.1 and 9.2 have been satisfied; (he) evidence of payment of the Lease AssignmentsClosing Date Payment, executed the Debt Payments as required by PurchaserSection 3.1(c), and the Specified Seller Liabilities as required by Section 3.1(d); (i) the Facility Use Agreements, executed by Purchaser; (j) Local Asset Transfer Agreements, executed by Purchaser; (kf) the Assignment and Assumption Agreement, duly executed by Purchaser; (g) the Restrictive Covenant Agreement, duly executed by Purchaser; (h) the Registration Rights Agreement, duly executed by Parent; (i) the Convertible Note, duly executed by Purchaser and Parent; and (lj) all such other agreements, documents, instruments, and writings as are required to be delivered by Purchaser and Parent at or prior to the Intellectual Property Assignment and Assumption Closing Date pursuant to this Agreement or that are otherwise reasonably necessary for Purchaser to assume the Assumed Liabilities, in accordance with this Agreement, executed by Purchaser.

Closing Deliveries of Purchaser. At the Closing, Purchaser will deliver shall deliver, or cause to be delivered to Sellers the Company the following (each in a form and substance reasonably satisfactory to the Company):following: (a) the Cash Amount in accordance with Section 1.8Closing Payment; (b) the Transition Agreement, a certificate executed by Purchaseran authorized executive officer of Purchaser as to compliance by Purchaser with the conditions set forth in Sections 7.3(a) and (b); (c) the License Agreementa copy, executed certified by Purchaser; (d) the Non-Competition Agreement, executed by Purchaser; (e) a certificate of Purchaser signed by an executive officer of Purchaser certifying that the conditions set forth in Section 2.2(b) and Section 2.2(c) above have been satisfied; (f) a certificate of the Secretary of Purchaser, certifying that attached thereto are true and complete copies of (i) the Governing Organizational Documents of Purchaser, as amended through and in effect on the Closing Date, and (ii) member the resolutions described in Section 5.2, authorizing the transactions contemplated hereby and by the Purchaser Ancillary Documents and the execution, delivery and performance by Purchaser of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and therebyPurchaser Ancillary Documents, as applicable, and certifying as an incumbency certificate with respect to the incumbency of the officer of Purchaser officers executing this Agreement and each Transaction Document documents or instruments on behalf of Purchaser; (d) a copy, certified by the Secretary or any Assistant Secretary of Xxxxxxx, of (i) the Organizational Documents of Xxxxxxx, and (ii) the resolutions authorizing the transactions contemplated by the Xxxxxxx Guaranty and the execution, delivery and performance by Xxxxxxx of the Xxxxxxx Guaranty, and an incumbency certificate with respect to officers executing documents or instruments on behalf of Xxxxxxx; (e) the Indemnity Escrow Agreement, duly executed by Purchaser; (f) the Noncompetition Agreements, each duly executed by Purchaser; (g) a certificate of good standing of Purchaser issued the Assignment and Assumption Agreements described in Section 8.1(c) above, duly executed by the Delaware Secretary of StatePurchaser; (h) the Lease AssignmentsGuaranty Agreement, substantially in the form attached as Exhibit 8.2(h), duly executed by PurchaserXxxxxxx (the “Xxxxxxx Guaranty”); (i) the Facility Use AgreementsEmployee Leasing Agreement, duly executed by Purchaser;, (j) Local Asset Transfer Agreementsthe Facility Operating Agreement, duly executed by Purchaser; (k) the Assignment and Assumption Transition Services Agreement, duly executed by Purchaser; and; (l) the Intellectual Property Assignment and Assumption Support Agreement; and (m) a good standing certificate as to Purchaser, executed issued by Purchaserthe Secretary of State of the State of Delaware.

Closing Deliveries of Purchaser. At the Closing, The Purchaser will deliver shall have delivered to the Company Seller each of the following following, together with any additional items which the Seller and Stockholders may reasonably request to effect the transactions contemplated herein (each in a form and substance reasonably satisfactory to the Companycollectively, "Purchaser's Transaction Documents"): (a) certified copies of the Cash Amount in accordance with Section 1.8; (b) resolutions of the Transition Agreement, executed by Purchaser; (c) the License Agreement, executed by Purchaser; (d) the Non-Competition Agreement, executed by Purchaser; (e) a certificate Board of Directors of Purchaser signed by an executive officer of Purchaser certifying that authorizing the conditions set forth in Section 2.2(b) transactions contemplated herein and Section 2.2(c) above have been satisfied; (f) a certificate of the Secretary of Purchaser, certifying that attached thereto are true and complete copies of (i) the Governing Documents of Purchaser, as amended through and in effect on the Closing Date, and (ii) member resolutions authorizing the execution, delivery and performance of this Agreement and the other Purchaser's Transaction Documents and consummation by the Purchaser, together with incumbency certificates with respect to the respective officers of the transactions contemplated hereby and thereby, and Purchaser executing documents or instruments on behalf of the Purchaser; (b) a certificate of the President of the Purchaser certifying as to the incumbency matters set forth in Sections 8.1 and 8.2 hereof and as to the satisfaction of the officer of Purchaser executing all other conditions set forth in this Agreement and each Transaction Document on behalf of PurchaserArticle 8; (gc) a certificate of good standing of Purchaser issued by at the Delaware Secretary of StateClean-Op Closing, the Clean-Op Purchase Price, and at the Drape Business Closing, the Drape Business Purchase Price; (h) the Lease Assignments, executed by Purchaser; (i) the Facility Use Agreements, executed by Purchaser; (j) Local Asset Transfer Agreements, executed by Purchaser; (kd) the Assignment and Assumption Agreement, executed by PurchaserAgreements; and (le) any other documents or agreements contemplated hereby or reasonably necessary or appropriate to consummate the Intellectual Property Assignment and Assumption Agreement, executed by Purchasertransactions contemplated hereby.

Closing Deliveries of Purchaser. At the Closing, in addition to any other documents specifically required to be delivered pursuant to this Agreement, Purchaser will shall deliver to the Company the following (each in a form and substance reasonably satisfactory to the Company):Shareholders: (a) the Cash Amount in accordance with Section 1.8immediately available funds as required by Sections 2.2(a) above; (b) the Transition AgreementNote, duly executed by Purchaser; (c) a counterpart to an Employment and Non-Competition Agreement with Dxxxx Xxxxxxxxx, in the License form attached hereto as Exhibit B (the “Employment Agreement, executed by Purchaser”); (d) counterparts to Consulting Agreements with Jxx X. Xxxxxx and Rxxxx X. Xxxxx, in the Non-Competition Agreementforms attached hereto as Exhibits C and D, executed by Purchaserrespectively (the “Consulting Agreements”); (e) a certificate counterpart to a retention bonus letter for each of the employees listed on Exhibit G, duly executed by the Purchaser signed by an executive officer of Purchaser certifying that (the conditions set forth in Section 2.2(b) and Section 2.2(c) above have been satisfied“Bonus Retention Letters”); (f) a certificate of the Secretary or Assistant Secretary of Purchaser, dated as of the date hereof, certifying that attached thereto are true and complete copies of (i) the Governing Documents resolutions duly adopted by the manager and sole member of Purchaser, as amended through Purchaser authorizing and in effect on the Closing Date, and (ii) member resolutions authorizing approving the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and therebyhereby, and certifying (ii) that such resolutions have not been rescinded or modified and remain in full force and effect as to the incumbency of the officer of Purchaser executing this Agreement and each Transaction Document on behalf of Purchaser;Closing Date; and (g) a certificate to be dated as of good standing the Closing Date, certifying that Purchaser performed and complied with all the terms, provisions and conditions of Purchaser issued this Agreement to be performed and complied with by it prior to Closing and that its representations and warranties contained herein are true in all respects as of the Delaware Secretary date of State; (h) this Agreement and as of the Lease Assignments, executed by Purchaser; (i) the Facility Use Agreements, executed by Purchaser; (j) Local Asset Transfer Agreements, executed by Purchaser; (k) the Assignment and Assumption Agreement, executed by Purchaser; and (l) the Intellectual Property Assignment and Assumption Agreement, executed by PurchaserClosing Date.

Closing Deliveries of Purchaser. At the Closing, Purchaser will deliver to the Company the following (each in a form and substance reasonably satisfactory to the Company): (a) an executed stock certificate issued in the Cash Amount in accordance name of the Company representing the Closing Purchaser Shares, which stock certificate shall be stamped or otherwise imprinted with Section 1.8a legend stating that the Purchased Shares (i) have not been registered under the Securities Act and (ii) are subject to certain restrictions pursuant to the Stockholders Agreement; (b) the Transition Stockholder Agreement, executed by Purchaser; (c) the License Agreement, executed by Purchaser; (d) the Non-Competition Agreement, executed by Purchaser; (e) a certificate of Purchaser signed by an executive officer of Purchaser certifying that the conditions set forth in Section 2.2(b) and Section 2.2(c) above have been satisfiedsatisfied (the “Purchaser Officer’s Certificate”); (fd) a certificate of the Secretary of Purchaser, certifying that attached thereto are true and complete copies of (i) the Governing Documents of Purchaser, as amended through and in effect on the Closing Date, and (ii) member resolutions of the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of Purchaser executing this Agreement and each Transaction Document on behalf of Purchaser; (ge) a certificate evidence of good standing the replacement or release in full of Purchaser issued the Myrtle Beach LC and, as applicable, the acceptance of the new letter of credit by the Delaware Secretary City of StateMyrtle Beach, South Carolina; (hf) the Lease Purchased Equity Interest Assignments, executed by Purchaser; (i) the Facility Use Agreements, executed by Purchaser; (j) Local Asset Transfer Agreements, executed by Purchaser; (k) the Assignment and Assumption Agreement, executed by Purchaser; and (lg) the Intellectual Property Assignment and Assumption AgreementEmpire Side Letter, executed by Purchaser.

Closing Deliveries of Purchaser. At the Closing, Purchaser will deliver shall deliver, or cause to be delivered to Sellers the Company the following (each in a form and substance reasonably satisfactory to the Company): following: (a) the Cash Amount in accordance with Section 1.8; Closing Payment; (b) the Transition Agreement, a certificate executed by Purchaser; (c) the License Agreement, executed by Purchaser; (d) the Non-Competition Agreement, executed by Purchaser; (e) a certificate of Purchaser signed by an authorized executive officer of Purchaser certifying that as to compliance by Purchaser with the conditions set forth in Section 2.2(bSections 7.3(a) and Section 2.2(c) above have been satisfied; (fb); (c) a certificate of copy, certified by the Secretary of Purchaser, certifying that attached thereto are true and complete copies of (i) the Governing Organizational Documents of Purchaser, as amended through and in effect on the Closing Date, and (ii) member the resolutions described in Section 5.2, authorizing the transactions contemplated hereby and by the Purchaser Ancillary Documents and the execution, delivery and performance by Purchaser of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and therebyPurchaser Ancillary Documents, as applicable, and certifying as an incumbency certificate with respect to the incumbency of the officer of Purchaser officers executing this Agreement and each Transaction Document documents or instruments on behalf of Purchaser; ; (gd) a certificate of good standing of Purchaser issued copy, certified by the Delaware Secretary or any Assistant Secretary of State; (h) the Lease AssignmentsXxxxxxx, executed by Purchaser; of (i) the Facility Use AgreementsOrganizational Documents of Xxxxxxx, and (ii) the resolutions authorizing the transactions contemplated by the Xxxxxxx Guaranty and the execution, delivery and performance by Xxxxxxx of the Xxxxxxx Guaranty, and an incumbency certificate with respect to officers executing documents or instruments on behalf of Xxxxxxx; (e) the Indemnity Escrow Agreement, duly executed by Purchaser; ; (jf) Local Asset Transfer the Noncompetition Agreements, each duly executed by Purchaser; ; (kg) the Assignment and Assumption AgreementAgreements described in Section 8.1(c) above, duly executed by Purchaser; and 51 (h) the Guaranty Agreement, substantially in the form attached as Exhibit 8.2(h), duly executed by Xxxxxxx (the “Xxxxxxx Guaranty”); (i) the Employee Leasing Agreement, duly executed by Purchaser, (j) the Facility Operating Agreement, duly executed by Purchaser; (k) the Transition Services Agreement, duly executed by Purchaser; (l) the Intellectual Property Assignment Support Agreement; and Assumption Agreement(m) a good standing certificate as to Purchaser, executed issued by Purchaser.the Secretary of State of the State of Delaware. ARTICLE 9 TERMINATION 9.1

Closing Deliveries of Purchaser. At the Closing, Purchaser will deliver to the Company the following (each in a form and substance reasonably satisfactory to the Company): (a) the Cash Estimated Purchase Price minus the Escrow Amount in accordance with Section 1.81.7; (b) the Transition Escrow Agreement, executed by Purchaser; (c) the License Verenium Transition Services Agreement, executed by Purchaser; (d) the BP Transition Services Agreement, executed by Purchaser; (e) the Sublease Agreement, executed by Purchaser; (f) the Verenium License Agreement, executed by Purchaser; (g) the BP License Agreement, executed by Purchaser; (h) the Verenium Non-Competition Agreement, executed by Purchaser; (ei) the BP Non-Competition Agreement, executed by Purchaser; (j) the Joint Intellectual Property Agreement, executed by Purchaser; (k) the Xxxxx Sublicense Agreement, executed by Purchaser; (l) the Commercial License Letter Agreements, executed by Purchaser; (m) a certificate of Purchaser signed by an executive officer of Purchaser certifying that the conditions set forth in Section 2.2(b) and Section 2.2(c) above have been satisfied; (fn) a certificate of the Secretary of Purchaser, certifying that attached thereto are true and complete copies of (i) the Governing Documents of Purchaser, as amended through and in effect on the Closing Date, and (ii) member resolutions authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of Purchaser executing this Agreement and each Transaction Document on behalf of Purchaser; (go) a certificate of good standing of Purchaser issued by the Delaware Secretary of State; (hp) the San Diego Lease Assignments, Assignments executed by Purchaser; ; and (i) the Facility Use Agreements, executed by Purchaser; (j) Local Asset Transfer Agreements, executed by Purchaser; (kq) the Assignment and Assumption Agreement, executed by Purchaser; and (l) the Intellectual Property Assignment and Assumption Agreement, executed by Purchaser.

Closing Deliveries of Purchaser. At the Closing, Purchaser will deliver shall deliver, or cause to be delivered, to the Company Seller the following following: (each a) payment of the Initial Closing Cash Consideration in accordance with Section 2.2; (b) a certificate, dated as of the date hereof, signed by the Secretary of Purchaser and in form and substance reasonably satisfactory to the Company): (a) the Cash Amount in accordance with Section 1.8; (b) the Transition Agreement, executed by Purchaser; (c) the License Agreement, executed by Purchaser; (d) the Non-Competition Agreement, executed by Purchaser; (e) a certificate of Purchaser signed by an executive officer of Purchaser certifying that the conditions set forth in Section 2.2(b) and Section 2.2(c) above have been satisfied; (f) a certificate of the Secretary of PurchaserSeller, certifying that attached thereto are true and complete copies of (i) the Governing Documents names of Purchaser’s officers authorized to sign this Agreement and the other documents, as amended through and in effect on the Closing Dateinstruments or certificates to be delivered pursuant to this Agreement by Purchaser, and together with true specimen signatures of such officers; (ii) member that the copies of the certificate of formation and limited liability company agreement , each as amended to date, of Purchaser attached thereto are true, correct and complete; and (iii) that the copies of the resolutions authorizing (or written consents, in lieu thereof) of Purchaser attached thereto evidencing the execution, delivery and performance approval of this Agreement and the other Transaction Documents and consummation of the transactions matters contemplated hereby and thereby, thereby were duly adopted and certifying as to the incumbency are in full force and effect; (c) a Certificate of Fact of Purchaser dated within five (5) Business Days of the officer Closing Date, certified by the Secretary of State of the State of Texas; and (d) invoices evidencing the total amount of the Purchaser executing this Agreement and each Transaction Document on behalf of PurchaserReimbursement Expenses; (e) the Occupancy Agreement, duly executed by Dxxxxx Enterprises, LLC; (f) the TSA, duly executed by Pxxxxxxxx; and (g) a certificate such other documents, instruments, certificates, consents and other agreements as Seller or Company may reasonably require to effect the transactions contemplated by this Agreement to be consummated as of good standing of Purchaser issued by the Delaware Secretary of State; (h) the Lease Assignments, executed by Purchaser; (i) the Facility Use Agreements, executed by Purchaser; (j) Local Asset Transfer Agreements, executed by Purchaser; (k) the Assignment and Assumption Agreement, executed by Purchaser; and (l) the Intellectual Property Assignment and Assumption Agreement, executed by PurchaserClosing.

Closing Deliveries of Purchaser. At the Closing, Seller will have received from Purchaser will deliver to the Company the following (each in a form and substance reasonably satisfactory to the Company):items: (ai) the Cash Amount Purchase Price (after application of the Deposit plus any interest and other investment income thereon as provided in Section 2.1), after all adjustments are made at the Closing in accordance with this Agreement including without limitation Section 1.82.4, together with any other amounts to which Seller may be entitled pursuant to the terms hereof (including, without limitation, Section 13.8); (bii) a counterpart original of the Transition AgreementLease Assignment in the form attached as Exhibit F, duly executed by Purchaser; (ciii) a counterpart original of the License AgreementBranch Lease, duly executed by Purchaser, as landlord. (iv) a written notice, in the form attached hereto as Exhibit G, executed by Purchaser and to be addressed and delivered to the Tenants of the Properties by Purchaser and Seller, (i) acknowledging the sale of the applicable Property to Purchaser, (ii) acknowledging that Purchaser has received and that Purchaser is responsible for the Tenant Deposits (specifying the exact amount of the Tenant Deposits) and (iii) indicating that rent should thereafter be paid to Purchaser and giving instructions therefor (the “Tenant Notice Letters”); (d) the Non-Competition Agreement, executed by Purchaser; (ev) a certificate of Purchaser signed by an executive officer of Purchaser certifying that the conditions set forth in Section 2.2(b) and Section 2.2(c) above have been satisfied; (f) a certificate counterpart original of the Secretary of Purchaser, certifying that attached thereto are true Closing Statement duly executed and complete copies of (i) the Governing Documents of Purchaser, as amended through and in effect on the Closing Date, and (ii) member resolutions authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of Purchaser executing this Agreement and each Transaction Document on behalf of Purchaser; (g) a certificate of good standing of Purchaser issued by the Delaware Secretary of State; (h) the Lease Assignments, executed by Purchaser; (i) the Facility Use Agreements, executed by Purchaser; (j) Local Asset Transfer Agreements, executed by Purchaser; (k) the Assignment and Assumption Agreement, executed acknowledged by Purchaser; and (lvi) the Intellectual Property Assignment and Assumption Agreement, executed by Purchaserproof of insurance required under Section 12.2.

Closing Deliveries of Purchaser. At the Closing, The Purchaser will deliver shall have delivered to the Company Seller and Stockholders each of the following following, together with any additional items which the Seller and Stockholders may reasonably request to effect the transactions contemplated herein (each in a form and substance reasonably satisfactory to the Companycollectively, "Purchaser's Transaction Documents"): (a) certified copies of the Cash Amount in accordance with Section 1.8; (b) resolutions of the Transition Agreement, executed by Purchaser; (c) the License Agreement, executed by Purchaser; (d) the Non-Competition Agreement, executed by Purchaser; (e) a certificate Board of Directors of Purchaser signed by an executive officer of Purchaser certifying that authorizing the conditions set forth in Section 2.2(b) transactions contemplated herein and Section 2.2(c) above have been satisfied; (f) a certificate of the Secretary of Purchaser, certifying that attached thereto are true and complete copies of (i) the Governing Documents of Purchaser, as amended through and in effect on the Closing Date, and (ii) member resolutions authorizing the execution, delivery and performance of this Agreement and the other Purchaser's Transaction Documents and consummation by the Purchaser, together with incumbency certificates with respect to the respective officers of the transactions contemplated hereby and thereby, and Purchaser executing documents or instruments on behalf of the Purchaser; (b) a certificate of the President or Chairman of the Purchaser certifying as to the incumbency matters set forth in Sections 8.1 and 8.2 hereof and as to the satisfaction of all other conditions set forth in this Article 8; (c) the Cash Payment at Closing; provided, however, that a portion of the officer cash consideration may be paid directly by Purchaser to the secured creditors of Purchaser executing this Agreement Seller in accordance with the "paydown" letters referenced in Section 7.4(l) above and each Transaction Document on behalf of Purchasersuch payment shall be credited against such cash consideration for the Purchase Price; (d) the Assignment and Assumption Agreements; (e) the Employment Agreements; (f) the Software License Agreements; (g) a certificate the Escrow Agreement and delivery of good standing of Purchaser issued by the Delaware Secretary of State; (h) the Lease Assignments, executed by Purchaser; (i) the Facility Use Agreements, executed by Purchaser; (j) Local Asset Transfer Agreements, executed by Purchaser; (k) the Assignment and Assumption Agreement, executed $2.0 million in immediately available funds into escrow by Purchaser; and (lh) any other documents or agreements contemplated hereby or reasonably necessary or appropriate to consummate the Intellectual Property Assignment and Assumption Agreement, executed by Purchasertransactions contemplated hereby.

Closing Deliveries of Purchaser. At the Closing, the Purchaser will shall deliver or cause to be delivered to the Company Seller all of the following (each in a form and substance reasonably satisfactory to the Company):following: (a) the Cash Amount Closing Payment, payable in accordance with Section 1.8the instructions set forth in the Funds Flow Agreement; (b) the Transition AgreementAssignment of Domain Names, duly executed by the Purchaser; (c) the License AgreementConfidentiality and Non-Solicitation Agreements, duly executed by the Purchaser; (d) the Non-Competition Funds Flow Agreement, duly executed by the Purchaser; (e) a certificate of Purchaser signed the New Leases, duly executed by an executive officer of Purchaser certifying that the conditions set forth in Section 2.2(b) and Section 2.2(c) above have been satisfiedPurchaser; (f) a certificate of the Secretary secretary or an assistant secretary of the Purchaser, certifying that attached thereto are true and complete copies of (i) the Governing Documents of Purchaser, as amended through and in effect on dated the Closing Date, in form and (ii) member substance reasonably satisfactory to the Seller, as to the resolutions adopted by the Board of Directors of the Purchaser authorizing and approving the execution, execution and delivery and performance of this Agreement and the other Transaction Documents Ancillary Agreements to which the Purchaser is a party and the consummation of the transactions contemplated hereby Contemplated Transactions, which resolutions shall have been certified as true, correct and therebyin full force and effect without rescission, and certifying revocation or amendment as to the incumbency of the officer of Purchaser executing this Agreement and each Transaction Document on behalf of Purchaser;Closing Date; and (g) a the certificate of good standing of the Purchaser issued by the Delaware Secretary of State; (h) the Lease Assignments, executed by Purchaser; (i) the Facility Use Agreements, executed by Purchaser; (j) Local Asset Transfer Agreements, executed by Purchaser; (k) the Assignment and Assumption Agreement, executed by Purchaser; and (l) the Intellectual Property Assignment and Assumption Agreement, executed by Purchaserrequired to be delivered pursuant to Section 7.2(c).