Common use of Closing Deliveries of Sellers Clause in Contracts

Closing Deliveries of Sellers. On the Closing Date, in exchange for the payment of the Purchase Price and the assumption of the Assumed Liabilities, each of the Sellers, as applicable, shall execute and deliver the following to Buyer: (a) a certificate evidencing resolutions of the Board of Directors (or commensurate authority) of each of the Sellers, certified by the Secretary or other appropriate officer or agent of such Seller, duly authorizing the execution, delivery and performance of this Agreement and the other transaction documents; (b) a bxxx of sale to each of the Vessels in a form recordable in the country in which such Vessel is presently documented, duly notarially attested transferring such Vessel; (c) for each Seller’s Vessel, a current Abstract of Title or Certificate of Ownership and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners of the Vessel and stating that the Vessel is free from any registered Liens; (d) for each Seller’s Vessel, a counterpart executed by Seller of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller to Buyer; (e) one or more bills of sale in the form of Exhibit C hereto for all of the other assets comprising a part of the Subject Assets; (f) an assignment and assumption agreement in the form of Exhibit D hereto; (g) duly executed assignments for the Patents, each substantially in the form attached hereto as Exhibit E; (h) a duly executed power of attorney in the form of Exhibit F hereto; (i) a certified copy of the Approval Order; (j) an affidavit of non-foreign status that complies with Section 1445 of the Code (acknowledging and certifying that the transactions contemplated hereby are exempt from withholding under such section of the Code); (k) any additional documents reasonably required by the appropriate Governmental Authority for the purpose of re-documenting Buyer’s ownership of the Vessels, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this Agreement; (l) evidence, in a form and substance satisfactory to the Buyer (or its designated Affiliate), of the payment, on or prior to the Closing Date, by the Sellers in respect of the Purchased Contracts the cure amount to the non-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliate); and (m) and such other instruments of transfer in a form and substance satisfactory to Buyer (or its designated Affiliate) necessary to transfer and vest in Buyer (or its designated Affiliate) all of the Sellers’ right, title and interest in and to the Subject Assets in accordance with the terms of this Agreement.

Closing Deliveries of Sellers. On At the Closing, Sellers shall deliver or cause to be delivered to Purchaser: 9.2.1 a bxxx of sale, for the Target Assets, duly executed by Sellers; 9.2.2 an assignment and assumption agreement for the Assigned Contracts and the Assumed Liabilities, duly executed by Sellers; 9.2.3 the Transition Services Agreement, duly executed by Sellers; 9.2.4 the Licenses, consents and approvals set forth on Schedule 7.3; provided, however, that Sellers shall not be required to obtain any such License, consent or approval to the extent the Sale Order provides that such License, consent or approval is not required or as contemplated by Section 6.4.3; 9.2.5 a copy, certified by an authorized officer of each Seller to be true, complete and correct as of the Closing Date, in exchange for the payment of the Purchase Price and the assumption of the Assumed Liabilities, each of the Sellers, as applicable, shall execute and deliver the following to Buyer: (a) a certificate evidencing resolutions of such Seller, authorizing and approving the Board of Directors (or commensurate authority) transactions contemplated hereby; 9.2.6 the certificate required by Section 7.1.3, duly executed by officers of each of the Sellers; 9.2.7 a certificate confirming the Customers in Good Standing as of Closing duly executed by officers of each of the Sellers; 9.2.8 a properly completed and executed Internal Revenue Service Form W-9 from each Seller (provided Purchaser’s sole remedy for failure to provide such forms shall be withholding the amounts required to be withheld in accordance with applicable Law); 9.2.9 a non-foreign affidavit with respect to each Seller (or if a Seller is classified as a disregarded entity for U.S. federal income tax purposes, certified by from the Secretary or other appropriate officer or agent regarded sole owner of such Seller), duly authorizing the execution, delivery and performance of this Agreement and the other transaction documents; (b) a bxxx of sale to each dated as of the Vessels in a form recordable in the country in which such Vessel is presently documentedClosing Date, duly notarially attested transferring such Vessel; (c) for each Seller’s Vessel, a current Abstract of Title or Certificate of Ownership and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners of the Vessel and stating that the Vessel is free from any registered Liens; (d) for each Seller’s Vessel, a counterpart executed by Seller of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller pursuant to Buyer; (e) one or more bills of sale in the form of Exhibit C hereto for all of the other assets comprising a part of the Subject Assets; (f) an assignment and assumption agreement in the form of Exhibit D hereto; (g) duly executed assignments for the Patents, each substantially in the form attached hereto as Exhibit E; (h) a duly executed power of attorney in the form of Exhibit F hereto; (i) a certified copy of the Approval Order; (j) an affidavit of non-foreign status that complies with Section 1445 of the Tax Code and the Treasury regulations promulgated thereunder, stating that such Seller (or its owner, as applicable) is not a “foreign person” as defined in Section 1445 of the Tax Code (acknowledging and certifying that provided Purchaser’s sole remedy for failure to provide such forms shall be withholding the transactions contemplated hereby are exempt from withholding under such section of the Codeamounts required to be withheld in accordance with applicable Law); 9.2.10 the written release of all Encumbrances (k) any additional documents reasonably required other than Permitted Encumbrances and Encumbrances otherwise eliminated by the appropriate Governmental Authority for Sale Order) relating to the purpose Target Assets, executed by the holder of re-documenting Buyer’s ownership of the Vessels, provided Buyer notifies Sellers of any or parties to each such documents as soon as possible after the date of this Agreement; (l) evidenceEncumbrances, in a form and substance satisfactory to Purchaser and its counsel; 9.2.11 the Buyer (or its designated Affiliate), management representation letter described in Section 6.10; 9.2.12 copies of the payment, Statements of Income and Cash Flow on or a monthly basis for the period from July 2017 to thirty (30) days prior to the Closing Date, by the Sellers in respect ; 9.2.13 evidence reasonably satisfactory to Purchaser of the Purchased Contracts satisfaction of all Cure Amounts (other than the cure amount to the non-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Assumed Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated AffiliateAmounts); and (m) 9.2.14 for all Real Property subject to Real Property Leases, assignments of the Real Property Leases in form prepared by Purchaser and such other instruments of transfer in a form and substance reasonably satisfactory to Buyer (or its designated Affiliate) necessary to transfer and vest in Buyer (or its designated Affiliate) all of the Sellers’ right, title and interest in and to the Subject Assets in accordance with the terms of this Agreement.

Closing Deliveries of Sellers. On At or prior to the Closing, the Sellers shall deliver, or caused to be delivered, to Buyer the following: (a) the Transition Services Agreement, duly executed and delivered by CIRCOR; (b) each other Ancillary Agreement, duly executed and delivered by the Sellers (if party thereto), in the form agreed by the parties and attached as an Exhibit hereto (if applicable); (c) a certificate of the secretary or other officer of each Seller, dated as of the Closing Date, in exchange for form and substance reasonably satisfactory to Buyer as to the payment of the Purchase Price and the assumption of the Assumed Liabilities, each of the Sellers, as applicable, shall execute and deliver the following to Buyer: (a) a certificate evidencing resolutions of the Board of Directors (or commensurate authority) of each of the Sellers, certified actions taken by the Secretary or other appropriate officer or agent board of directors of such Seller, duly authorizing the execution, delivery and performance of Seller to authorize this Agreement and each Ancillary Agreement to which the Seller may be party or subject, and the other transaction documents; (b) a bxxx transactions contemplated thereby, copies of sale which actions shall be attached to each of the Vessels in a form recordable in the country in which such Vessel is presently documented, duly notarially attested transferring such Vessel; (c) for each Seller’s Vessel, a current Abstract of Title or Certificate of Ownership and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners of the Vessel and stating that the Vessel is free from any registered Liens; certificate; (d) for each Seller’s Vessel, a counterpart executed by Seller of the Protocol of Delivery Initial Closing Statement and Acceptance confirming the date and time of delivery of the Vessel from the Seller any supporting documentation required to Buyer; be delivered to Buyer pursuant to Section 2.3(b); (e) one or more bills evidence of sale in the form release of Exhibit C hereto for all Liens, other than Permitted Liens, including release of the other assets comprising a part security interests of the Subject Assets; Deutsche Bank; (f) an assignment the employment agreements and assumption non-competition agreements for key employees set forth on Schedule 6.1(f); (g) third-party supply agreement with CIRCOR Flow Technologies India Pvt. Ltd., in form and substance reasonably satisfactory to Buyer; (h) memorialization of key design elements, manufacturing techniques, and other critical pieces of know-how reasonably requested by Buyer and needed to operate the Business; (i) the lease substantially in the form of Exhibit D hereto; hereto (g) the “Lease”), with respect to the Xxxxxx Facility, duly executed assignments for the Patents, each substantially in the form attached hereto and delivered by Xxxxxx as Exhibit E; (h) a duly executed power of attorney in the form of Exhibit F hereto; (i) a certified copy fee owner of the Approval Order; Xxxxxx Facility; (j) an affidavit of non-foreign status that complies with Section 1445 disturbance agreements, each in form and substance reasonably satisfactory to Buyer, duly executed by any parties holding recorded mortgages, deeds of trust, ground leases, or superior liens or rights to the Code (acknowledging and certifying that the transactions contemplated hereby are exempt from withholding under such section of the Code); Xxxxxx Facility; (k) any additional documents a Xxxx of Sale, in form and substance reasonably required by the appropriate Governmental Authority for the purpose of re-documenting satisfactory to Buyer’s ownership of the Vessels, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this Agreement; ; (l) evidencean Assignment and Assumption Agreement, in a form and substance satisfactory to the Buyer (or its designated Affiliate), of the payment, on or prior to the Closing Date, by the Sellers in respect of the Purchased Contracts the cure amount to the non-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliate); and (m) and such other instruments of transfer in a form and substance reasonably satisfactory to Buyer (or its designated Affiliate) necessary to transfer and vest in duly executed by Buyer (or its designated Affiliate) all of the and Sellers’ right, title and interest in and to the Subject Assets in accordance with the terms of this Agreement.; 45

Closing Deliveries of Sellers. On At or prior to Closing, the Closing Date, in exchange for the payment of the Purchase Price and the assumption of the Assumed Liabilities, each of the Sellers, as applicable, Sellers shall execute and deliver the following to Buyer: (a) a certificate evidencing resolutions of evidence reasonably acceptable to Buyer that Sellers or the Board of Directors (Company, as applicable, have made or commensurate authority) of each of the Sellersreceived all filings, certified by the Secretary authorizations, approvals and consents set forth on Schedule 6.1(a), with or from all applicable Governmental Authorities or other appropriate officer or agent of such SellerPersons, duly authorizing as the executioncase may be, delivery and performance of this Agreement and related to the other transaction documentstransactions contemplated hereby; (b) (i) all certificates (if any) for the Membership Interests, duly endorsed for transfer or accompanied by a bxxx duly executed Membership Interest power or other appropriate instrument of sale to each assignment and transfer, and (ii) all original record books (including original Membership Interest certificates (if any)) of the Vessels in a form recordable in the country in which such Vessel is presently documented, duly notarially attested transferring such VesselCompany; (c) for each Seller’s Vesselthe written resignation, a current Abstract of Title or Certificate of Ownership and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners effective as of the Vessel Closing, of each director and stating that officer of the Vessel is free Company listed on Schedule 6.1(c) from any registered Lienssuch position as director or officer; (d) for each Seller’s Vessel, a counterpart executed by Seller of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller to BuyerPay-Off Documents; (e) one or more bills of sale in the form of Exhibit C hereto for evidence that all of the other assets comprising a part of the Subject Assetsdocuments listed on Schedule 6.1(e) have been terminated; (f) an assignment a certificate of good standing or equivalent, as of the most recent practicable date, of (i) the Company from the Department of State of Puerto Rico, and assumption agreement in (ii) of the form Asset Seller from the Secretary of Exhibit D heretoState of Colorado; (gi) duly a non-foreign person affidavit that complies with the requirements of Section 1445 of the Code, executed assignments for the Patentsby each Seller, and (ii) a properly completed and executed IRS Form W-9 from each substantially in the form attached hereto as Exhibit ESeller; (h) a counterpart signature page to a flow of funds memorandum (the “Flow of Funds Memo”), duly executed power of attorney in the form of Exhibit F hereto;by Sellers; and (i) a certified copy counterpart signature pages to (i) the employment agreement between the Company and Xxxxx Xxxxxx (the “Xxxxx Employment Agreement”), duly executed by Xxxxx Xxxxxx; (ii) the employment agreement between the Company and Xxxxx Xxxxxx (the “Xxxxx Employment Agreement”), duly executed by Xxxxx Xxxxxx; (iii) the employment agreement between the Company and Xxxx X. Xxxxxx (the “Xxxx Employment Agreement”), duly executed by Xxxx X. Xxxxxx; and (iv) the employment agreement between the Buyer and Xxx Xxxxx (together with the Xxxxx Employment Agreement, the Xxxxx Employment Agreement, and the Xxxx Employment Agreement, the “Employment Agreements”), duly executed by Xxx Xxxxx. Any agreement or document to be delivered to Buyer pursuant to this Section 6.1, the form of the Approval Order; (j) which is not attached to this Agreement as an affidavit of non-foreign status that complies with Section 1445 of the Code (acknowledging and certifying that the transactions contemplated hereby are exempt from withholding under such section of the Code); (k) any additional documents reasonably required by the appropriate Governmental Authority for the purpose of re-documenting Buyer’s ownership of the Vesselsexhibit, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this Agreement; (l) evidence, shall be in a form and substance reasonably satisfactory to the Buyer (or its designated Affiliate), of the payment, on or prior to the Closing Date, by the Sellers in respect of the Purchased Contracts the cure amount to the non-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliate); and (m) and such other instruments of transfer in a form and substance satisfactory to Buyer (or its designated Affiliate) necessary to transfer and vest in Buyer (or its designated Affiliate) all of the Sellers’ right, title and interest in and to the Subject Assets in accordance with the terms of this AgreementBuyer.

Closing Deliveries of Sellers. On The Sellers shall have delivered or shall have caused to be delivered to the Closing Date, in exchange for the payment Buyer all of the Purchase Price following items at the Closing, all in form and substance reasonably satisfactory to the assumption of the Assumed Liabilities, each of the Sellers, as applicable, shall execute and deliver the following to Buyer: (a) a certificate evidencing certified resolutions of the Board of Directors (or commensurate authority) of each of the Sellers, certified by Company and of the Secretary or other appropriate officer or agent general partner of such Seller, duly the Partnership authorizing the execution, delivery and performance of this Agreement and the other transaction documentsconsummation of the transactions contemplated hereby, along with a certificate executed on behalf of the Company and of the general partner of the Partnership by its Secretary or Assistant Secretary certifying to the Buyer that such copies are true, correct and complete copies of such resolutions, and that such resolutions were duly adopted and have not been amended or rescinded; (b) a bxxx of sale to each of certificates representing the Vessels Stock as provided in a form recordable in the country in which such Vessel is presently documented, duly notarially attested transferring such VesselSection 1.4; (c) for each Seller’s Vesselthe stock books, a current Abstract of Title or Certificate of Ownership stock ledgers and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners minute books of the Vessel Company and stating that the Vessel is free from any registered LiensSubsidiaries; (d) for each Seller’s Vessel, a counterpart executed by Seller certificate of the Protocol Secretary or Assistant Secretary of Delivery and Acceptance confirming the date and time of delivery each of the Vessel from Company and the Seller Subsidiaries, certifying as to Buyerthe Certificate of Incorporation, Bylaws or equivalent charter documents and, with respect to the Company, incumbency and signatures of officers of the Company; (e) one or more bills certificates from appropriate authorities, dated as of sale the Closing Date, as to the good standing, qualification to do business of the Company and the Subsidiaries in the form of Exhibit C hereto for all of jurisdictions in the other assets comprising a part of the Subject AssetsUnited States where they are organized or qualified to conduct business; (f) an assignment the resignation of each director and assumption agreement in of each non-employee officer of the form of Exhibit D heretoCompany and the Subsidiaries; (g) the Closing Certificate duly executed assignments for the Patents, each substantially by a Vice President of Copperfield as provided in the form attached hereto as Exhibit ESection 1.6(c); (h) an affixxxxx xxxx each Seller that such Seller is not a duly executed power foreign Person within the meaning of attorney in Section 1445 of the form of Exhibit F heretoCode; (i) a certified copy payoff letters for any Indebtedness to be paid by the Company at the Closing (collectively, the "Payoff Letters") in accordance with Section 5.2 herein, and evidence of either the release of all Liens related to such Indebtedness or of the Approval Orderagreement by the party secured by any such Liens that such Liens will be terminated upon payment in full of the applicable Indebtedness; (j) an affidavit of non-foreign status that complies with Section 1445 of the Code (acknowledging Escrow Agreement, executed by each Seller, the Seller Representative and certifying that the transactions contemplated hereby are exempt from withholding under such section of the Code)Escrow Agent; (k) any additional documents reasonably required noncompetition and confidentiality agreements executed by each Seller and the appropriate Governmental Authority for Buyer upon terms and conditions agreed to by each such Seller and the purpose of re-documenting Buyer’s ownership of the Vessels, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this Agreement;; and (l) evidence, in a form and substance satisfactory to the Buyer (or its designated Affiliate), evidence of termination of the payment, agreements and instruments listed on or prior to the Closing Date, by the Sellers in respect of the Purchased Contracts the cure amount to the non-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Cure AmountSCHEDULE 6(L), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliate); and (m) and such other instruments of transfer in a form and substance satisfactory to Buyer (or its designated Affiliate) necessary to transfer and vest in Buyer (or its designated Affiliate) all of the Sellers’ right, title and interest in and to the Subject Assets in accordance with the terms of this Agreement.

Closing Deliveries of Sellers. On (a) At the Closing, the Warrantor Sellers will deliver to Buyer the following: (i) share certificates representing the Shares, accompanied by duly executed stock transfer forms in favor of Buyer, in form satisfactory to Buyer and any other documents that are necessary to transfer to Buyer good and marketable title to the Shares, free and clear of any Liens; (ii) letters of grant and option certificates, if any, in respect of all outstanding Company Options; (iii) written resignations of Richxxx Xxxxxx xxx Davix Xxx, being all the directors of the Company other than Gary Xxxxxx (xxcluding acknowledgments of such directors and officers that they have no claims outstanding for compensation or otherwise or for any payment under the U.K. Employment Rights Act 1996) effective as of the Closing Date, in exchange for ; (iv) the payment resignation of PricewaterhouseCoopers as auditors of the Purchase Price and Company; (v) the assumption statutory books of the Assumed Liabilities, each of the Sellers, as applicable, shall execute and deliver the following to Buyer:Company; (avi) certified copy of resolutions adopted at a certificate evidencing resolutions meeting of the Board of Directors (or commensurate authority) of each of the Sellers, certified Company at which the following actions were taken: (A) approval of the transfer of the Shares; (B) acceptance of the resignations referred to in Section 3.2(a)(iv); (C) appointment of Raoux Xxxxx xxx Jasmxxx Xxxxxxxx xx directors of the Company effective as of the Closing; and (D) adoption of amendments to the Company Share Option Scheme to provide for the exercise by Danixx Xxxxxx xx all of his Company Options prior to the Secretary or other appropriate officer or agent Closing; (vii) the Employment Agreements duly executed by each individual party to such agreement; and (viii) receipts from each payee of the Sellers Expense Amount set forth on Schedule 2.2 acknowledging receipt of such Seller, duly authorizing the execution, delivery payment and performance payment in full of this Agreement and the other transaction documents;such Sellers Expense Amount. (b) a bxxx of sale At the Closing, the Non-Warrantor Sellers will deliver to each of Buyer share certificates representing the Vessels in a form recordable in the country in which such Vessel is presently documentedShares, duly notarially attested transferring such Vessel; (c) for each Seller’s Vessel, a current Abstract of Title or Certificate of Ownership and Encumbrances issued accompanied by the appropriate Governmental Authorities showing the current record owners of the Vessel and stating that the Vessel is free from any registered Liens; (d) for each Seller’s Vessel, a counterpart executed by Seller of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller to Buyer; (e) one or more bills of sale in the form of Exhibit C hereto for all of the other assets comprising a part of the Subject Assets; (f) an assignment and assumption agreement in the form of Exhibit D hereto; (g) duly executed assignments for the Patents, each substantially stock transfer forms in the form attached hereto as Exhibit E; (h) a duly executed power favor of attorney in the form of Exhibit F hereto; (i) a certified copy of the Approval Order; (j) an affidavit of non-foreign status that complies with Section 1445 of the Code (acknowledging and certifying that the transactions contemplated hereby are exempt from withholding under such section of the Code); (k) any additional documents reasonably required by the appropriate Governmental Authority for the purpose of re-documenting Buyer’s ownership of the Vessels, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this Agreement; (l) evidence, in a form and substance satisfactory to the Buyer (or its designated Affiliate), of the payment, on or prior to the Closing Date, by the Sellers in respect of the Purchased Contracts the cure amount to the non-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliate); and (m) and such other instruments of transfer in a form and substance satisfactory to Buyer (or its designated Affiliate) and any other documents that are necessary to transfer to Buyer good and vest in Buyer (or its designated Affiliate) all of the Sellers’ right, marketable title and interest in and to the Subject Assets in accordance with the terms Shares, free and clear of this Agreementany Liens.

Closing Deliveries of Sellers. On At the Closing DateClosing, in exchange for Sellers shall make the payment of following deliveries to Purchaser and shall execute and deliver to Purchaser or otherwise cause to be delivered to Purchaser, as the Purchase Price and the assumption of the Assumed Liabilitiescase may be, each of the Sellers, following documents dated as applicable, shall execute and deliver of the following to BuyerClosing Date: (a) a certificate evidencing resolutions of the Board of Directors (or commensurate authority) of each of the Sellers, certified by the Secretary or other appropriate officer or agent of such Seller, duly authorizing the execution, delivery Manager's and performance of this Agreement and the other transaction documents; (b) a bxxx of sale to each of the Vessels in a form recordable in the country in which such Vessel is presently documented, duly notarially attested transferring such Vessel; (c) for each Seller’s Vessel, a current Abstract of Title or Certificate of Ownership and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners of the Vessel and stating that the Vessel is free from any registered Liens; (d) for each Seller’s Vessel, a counterpart executed by Seller of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller to Buyer; (e) one or more bills of sale in the form of Exhibit C hereto for all of the other assets comprising a part of the Subject Assets; (f) an assignment and assumption agreement in the form of Exhibit D hereto; (g) duly executed assignments for the Patents, each substantially in the form attached hereto as Exhibit E; (h) a duly executed power of attorney in the form of Exhibit F hereto;Officer's Certificates. (i) A certificate dated the Closing Date from Candlewood and duly executed by the appropriate officer of Candlewood: (i) setting forth the names, titles and signatures of the officers of Candlewood executing the Transaction Documents to be executed by Candlewood, (ii) attaching certified copies of all resolutions of the directors and the stockholders authorizing the execution and delivery of this Agreement, the Transaction Documents and consummation of the Transactions, which certificate shall state that such resolutions have not been modified, amended or rescinded, and (iii) attaching a certified complete copy of the Approval Order; (j) an affidavit Certificate of non-foreign status that complies with Section 1445 Incorporation of Candlewood certified by the Delaware Secretary of State and a complete copy of the Code (acknowledging and certifying that the transactions contemplated hereby are exempt from withholding under such section current Bylaws of the Code); (k) any additional documents reasonably required Candlewood certified by the appropriate Governmental Authority for officer of Candlewood. (ii) A certificate dated the purpose Closing Date from Franchisor and duly executed by the appropriate manager or officer of re-documenting Buyer’s ownership Franchisor: (i) setting forth the names and titles of the Vesselsmanagers or officers of Franchisor executing the Transaction Documents to be executed by Franchisor and the signatures of such managers or officers, provided Buyer notifies Sellers (ii) attaching certified copies of any such documents as soon as possible after all resolutions of the date members and/or managers authorizing or otherwise addressing the execution and delivery of this Agreement;, the Transaction Documents and consummation of the Transactions, which certificate shall state that such resolutions have not been modified, amended or rescinded, and (iii) attaching a complete copy of the Certificate of Formation of Franchisor certified by the Delaware Secretary of State and a complete copy of the current limited liability company agreement of Franchisor certified by the appropriate manager or officer of Franchisor. (liii) evidence, in a form and substance satisfactory to the Buyer (or its designated Affiliate), of the payment, on or prior to the Closing Date, The other certificates required by the Sellers in respect of the Purchased Contracts the cure amount to the non-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliate); and (m) and such other instruments of transfer in a form and substance satisfactory to Buyer (or its designated Affiliate) necessary to transfer and vest in Buyer (or its designated Affiliate) all of the Sellers’ right, title and interest in and to the Subject Assets in accordance with the terms of this AgreementSection 1.2.

Closing Deliveries of Sellers. On (i) Sellers shall have obtained and delivered to Buyer the Closing Dateresignations, in exchange for the payment effective as of the Purchase Price and the assumption of the Assumed LiabilitiesClosing, each of the Sellers, as applicable, shall execute and deliver the following to Buyer: (a) a certificate evidencing resolutions of the Board of Directors (or commensurate authority) of each director and officer of the Sellers, certified by the Secretary or other appropriate officer or agent of such Seller, duly authorizing the execution, delivery and performance of this Agreement and the other transaction documentsTarget; (bii) Sellers shall have each entered into a bxxx of sale to each of the Vessels in a form recordable in the country in which such Vessel is presently documented, duly notarially attested transferring such Vessel; (c) for each Seller’s Vessel, a current Abstract of Title or Certificate of Ownership release with Buyer and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners of the Vessel and stating that the Vessel is free from any registered Liens; (d) for each Seller’s Vessel, a counterpart executed by Seller of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller to Buyer; (e) one or more bills of sale in the form of Exhibit C hereto for all of the other assets comprising a part of the Subject Assets; (f) an assignment and assumption agreement in the form of Exhibit D hereto; (g) duly executed assignments for the Patents, each substantially Target in the form attached hereto as Exhibit EE (“Sellers’ Release”), and such release shall be in full force and effect as of the Closing; (hiii) each Seller shall have entered into a duly executed power of attorney Sellers’ non-competition agreement with Buyer, in the form of attached hereto as Exhibit F hereto(“Sellers’ Non-Competition Agreement”) and such agreements shall be in full force and effect as of the Closing; (iiv) a certified copy Xxxxxxx Xxxxxx Xxxxxxx shall have entered into an employment agreement with Target in the form attached hereto as Exhibit G (“Xx. Xxxxxxx’x Employment Agreement”) and such agreement shall be in full force and effect as of the Approval OrderClosing; (jv) an affidavit of non-foreign status that complies the Sellers shall have entered into the Security Agreement with Section 1445 the Buyer in the form attached hereto as Exhibit H, and such agreement shall be in full force and effect as of the Code (acknowledging and certifying that the transactions contemplated hereby are exempt from withholding under such section of the Code)Closing; (kvi) any additional documents reasonably required by the appropriate Governmental Authority for the purpose of re-documenting Sellers shall have entered into agreements with Buyer’s ownership of the Vessels, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this AgreementLenders; (lvii) evidenceSellers shall have delivered to Buyer copies of the certificates of incorporation or organization of Target, in a form and substance satisfactory to certified on or soon before the Buyer Closing Date by the Secretary of State (or its designated Affiliate), comparable officer) of the paymentjurisdiction of Target’s incorporation; (viii) Sellers shall have delivered to Buyer copies of the certificate of good standing of Target, issued on or prior soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of Target’s organization and of each jurisdiction in which Target is qualified to do business; and (ix) Sellers shall have delivered to Buyer a certificate of the Sellers, dated the Closing Date, by the Sellers in respect of the Purchased Contracts the cure amount to the non-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliate); and (m) and such other instruments of transfer in a form and substance reasonably satisfactory to Buyer Buyer, as to: (or its designated Affiliatei) necessary to transfer and vest in Buyer (or its designated Affiliate) all ownership of the Sellers’ right, title Target Shares; (ii) the certificate of incorporation of Target and interest in any amendments thereto;and(iii) the bylaws of the Target and to the Subject Assets in accordance with the terms of this Agreementany amendments thereto.

Closing Deliveries of Sellers. On At or prior to Closing, the Closing Date, in exchange for the payment of the Purchase Price and the assumption of the Assumed Liabilities, each of the Sellers, as applicable, Sellers shall execute and deliver the following to Buyer: (a) a certificate evidencing resolutions of evidence reasonably acceptable to Buyer that Sellers or the Board of Directors (Company, as applicable, have made or commensurate authority) of each of the Sellersreceived all filings, certified by the Secretary authorizations, approvals and consents set forth on Schedule 6.1(a), with or from all applicable Governmental Authorities or other appropriate officer or agent of such SellerPersons, duly authorizing as the executioncase may be, delivery and performance of this Agreement and related to the other transaction documentstransactions contemplated hereby; (b) (i) all certificates (if any) for the Shares, duly endorsed for transfer or accompanied by a bxxx duly executed Share power or other appropriate instrument of sale to each assignment and transfer, and (ii) all original record books (including original Share certificates (if any)) of the Vessels in a form recordable in the country in which such Vessel is presently documented, duly notarially attested transferring such VesselCompany; (c) for each Seller’s Vesselthe written resignation, a current Abstract of Title or Certificate of Ownership and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners effective as of the Vessel Closing, of each director and stating that officer of the Vessel is free Company listed on Schedule 6.1(c) from any registered Lienssuch position as director or officer; (d) for each Seller’s Vessel, a counterpart executed by Seller of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller to BuyerPay-Off Documents; (e) one or more bills of sale in the form of Exhibit C hereto for evidence that all of the other assets comprising a part of the Subject Assetsdocuments listed on Schedule 6.1(e) have been terminated; (f) an assignment and assumption agreement in a certificate of good standing as of the form of Exhibit D heretomost recent practicable date from the Arizona Corporation Commission; (g) duly a non-foreign person affidavit that complies with the requirements of Section 1445 of the Code, executed assignments for the Patents, by each substantially in the form attached hereto as Exhibit ESeller; (h) a counterpart signature page to a flow of funds memorandum (the “Flow of Funds Memo”), duly executed power of attorney in the form of Exhibit F heretoby Sellers; (i) counterpart signature pages to a certified copy lease agreement between the Company and an Affiliate of Seller for each of the Approval Order; Company’s three (j3) an affidavit of non-foreign status that complies with Section 1445 of facilities located on the Code Leased Real Property (acknowledging and certifying that collectively, the transactions contemplated hereby are exempt from withholding under such section of the Code); (k) any additional documents reasonably required by the appropriate Governmental Authority for the purpose of re-documenting Buyer’s ownership of the Vessels, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this “New Lease Agreement; (l) evidence, in a form and substance satisfactory to the Buyer (or its designated Affiliate), of the payment, on or prior to the Closing Date, by the Sellers in respect of the Purchased Contracts the cure amount to the non-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliate”); and (mj) a counterpart signature page to the consulting agreements between the Company and each of the Sellers (together, the “Seller Consulting Agreements”), with each such other instruments counterpart signature page being duly executed by the applicable Seller. Any agreement or document to be delivered to Buyer pursuant to this Section 6.1, the form of transfer which is not attached to this Agreement as an exhibit, shall be in a form and substance reasonably satisfactory to Buyer (or its designated Affiliate) necessary to transfer and vest in Buyer (or its designated Affiliate) all of the Sellers’ right, title and interest in and to the Subject Assets in accordance with the terms of this AgreementBuyer.

Closing Deliveries of Sellers. On At the Closing, Sellers shall deliver or cause to be delivered to Purchaser: 9.2.1 a xxxx of sale, for the Target Assets, duly executed by Sellers; 9.2.2 an assignment and assumption agreement for the Assigned Contracts and the Assumed Liabilities, duly executed by Sellers; 9.2.3 the Transition Services Agreement, duly executed by Sellers; 9.2.4 all material consents and approvals relating to Sellers required to be obtained as a result of the transactions that are the subject of this Agreement, including, without limitation, such material consents and approvals from third party licensors or from any Governmental Authority; provided, however, that Sellers shall not be required to obtain any such consent or approval to the extent the Sale Order provides that such consent or approval is not required or as contemplated by Section 6.4.4; 9.2.5 a copy, certified by an authorized officer of each Seller to be true, complete and correct as of the Closing Date, in exchange for the payment of the Purchase Price and the assumption of the Assumed Liabilities, each of the Sellers, as applicable, shall execute and deliver the following to Buyer: (a) a certificate evidencing resolutions of such Seller, authorizing and approving the Board of Directors (or commensurate authority) transactions contemplated hereby; 9.2.6 the certificate required by Section 7.1.4, duly executed by officers of each of the Sellers; 9.2.7 a Tax clearance certificate from North Carolina, certified Iowa and Colorado dated no more than 30 days prior to Closing; provided, however, that Sellers shall not be required to obtain any such Tax clearance certificate to the extent the Sale Order provides that such Tax clearance certificate is not required; 9.2.8 a properly completed and executed IRS Form W-9 from each Seller (provided Purchaser’s sole remedy for failure to provide such forms shall be withholding the amounts required to be withheld in accordance with applicable Law); 9.2.9 a non-foreign affidavit from each Seller, dated as of the Closing Date, issued pursuant to Section 1445 of the Tax Code and the Treasury regulations promulgated thereunder, stating that such Seller is not a “foreign person” as defined in Section 1445 of the Tax Code (provided Purchaser’s sole remedy for failure to provide such forms shall be withholding the amounts required to be withheld in accordance with applicable Law); 9.2.10 the written release of all Encumbrances (other than Permitted Encumbrances and Encumbrances otherwise eliminated by the Secretary Sale Order) relating to the Target Assets, executed by the holder of or parties to each such Encumbrances, in form and substance satisfactory to Purchaser and its counsel; 9.2.11 for all Owned Real Property listed on Schedule 4.12.1, a special or limited warranty deed in form prepared by Purchaser and reasonably satisfactory to Sellers that conveys title to the Owned Real Property to Purchaser free and clear of all Encumbrances, except for Permitted Encumbrances, and such other appropriate officer or agent usual and customary instruments of conveyance, assignments, certificates, affidavits, transfer forms, and other documents as may be necessary to effect the conveyance of the Owned Real Property to Purchaser; 9.2.12 such usual and customary indemnities and affidavits commonly delivered in transactions involving the sale of real property pursuant to Bankruptcy Court Order in which title insurance is purchased as may be requested by the title company in connection with the issuance of title insurance policies in favor of Purchaser, including, without limitation, such indemnities, affidavits and other evidence as may be reasonably required to remove as exceptions to such title insurance policies (i) standard preprinted exceptions other than the standard preprinted exception for the lien of general property Taxes for the current, as of Closing, tax fiscal year (provided none of such SellerTaxes shall then be due or payable), duly authorizing (ii) exceptions for trust deeds, mortgages, security agreements, UCC filings, mechanics liens, and other liens and security interests and (iii) exceptions for leases, tenancies and other possessory rights; 9.2.13 for all Real Property subject to Real Property Leases, assignments of the executionReal Property Leases in form prepared by Purchaser and reasonably satisfactory to Sellers; 9.2.14 for all Real Property subject to Waste Easements and Access/Other Easements, delivery consents, acknowledgments or assignments executed by the record holders of title burdened by such appurtenant easements to the extent necessary to transfer to and performance to vest in Purchaser the benefits of this Agreement such appurtenant easements, including Waste Easements and the other transaction documents;Access/Other Easements, provided, however, that Sellers shall not be required to obtain any such record holder of title consent, acknowledgment, or assignment to the extent the Sale Order or Assignment Order expressly renders such consent, acknowledgement, or assignment unnecessary; and (b) 9.2.15 a bxxx of sale weaned pig agreement relating to each of the Vessels Excluded Business, in a form recordable in the country in which such Vessel is presently documented, duly notarially attested transferring such Vessel; (c) for each Seller’s Vessel, a current Abstract of Title or Certificate of Ownership and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners of the Vessel and stating that the Vessel is free from any registered Liens; (d) for each Seller’s Vessel, a counterpart executed by Seller of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller to Buyer; (e) one or more bills of sale in the form of Exhibit C hereto for all of the other assets comprising a part of the Subject Assets; (f) an assignment and assumption agreement in the form of Exhibit D hereto; (g) duly executed assignments for the Patents, each substantially in the form attached hereto as Exhibit E; C (h) a the “Weaned Pig Agreement”), duly executed power of attorney in the form of Exhibit F hereto; (i) a certified copy of the Approval Order; (j) an affidavit of non-foreign status that complies with Section 1445 of the Code (acknowledging and certifying that the transactions contemplated hereby are exempt from withholding under such section of the Code); (k) any additional documents reasonably required by the appropriate Governmental Authority for the purpose of re-documenting Buyer’s ownership of the Vessels, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this Agreement; (l) evidence, in a form and substance satisfactory to the Buyer (or its designated Affiliate), of the payment, on or prior to the Closing Date, by the Sellers in respect of the Purchased Contracts the cure amount to the non-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliate); and (m) and such other instruments of transfer in a form and substance satisfactory to Buyer (or its designated Affiliate) necessary to transfer and vest in Buyer (or its designated Affiliate) all of the Sellers’ right, title and interest in and to the Subject Assets in accordance with the terms of this AgreementAgFeed.

Closing Deliveries of Sellers. On (i) Sellers shall have obtained and delivered to Buyer the resignations, effective as of the Closing, of each director and officer of Target, and of each Seller individually, as applicable, from all offices and positions with Target; (ii) Sellers shall have caused Target to obtain and deliver to Buyer a written consent for a change in control of the Target with respect to any Leases that contain a prohibition on Change of Control, and, if requested by Buyer's Lender (if applicable) in connection with any Material Leased Real Property, a waiver of landlord liens, collateral assignment of lease or leasehold mortgage from the landlord or other party whose consent thereto is required under such Lease (the "Lease Consents"), in form and substance satisfactory to Buyer and (if applicable) Buyer's Lender; (iii) Sellers shall have caused Target to obtain and deliver to Buyer an estoppel certificate with respect to each of the Leases, dated no more than thirty (30) days prior to the Closing Date, in exchange for the payment of the Purchase Price and the assumption of the Assumed Liabilities, each of the Sellers, as applicable, shall execute and deliver the following to Buyer: (a) a certificate evidencing resolutions of the Board of Directors (or commensurate authority) of each of the Sellers, certified by the Secretary or other appropriate officer or agent of such Seller, duly authorizing the execution, delivery and performance of this Agreement and from the other transaction documentsparty to such Lease, in form and substance satisfactory to Buyer (the "Estoppel Certificates"); (biv) Sellers shall have each entered into a bxxx of sale to each of the Vessels in a form recordable in the country in which such Vessel is presently documented, duly notarially attested transferring such Vessel; (c) for each Seller’s Vessel, a current Abstract of Title or Certificate of Ownership release with Buyer and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners of the Vessel and stating that the Vessel is free from any registered Liens; (d) for each Seller’s Vessel, a counterpart executed by Seller of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller to Buyer; (e) one or more bills of sale in the form of Exhibit C hereto for all of the other assets comprising a part of the Subject Assets; (f) an assignment and assumption agreement in the form of Exhibit D hereto; (g) duly executed assignments for the Patents, each substantially Target in the form attached hereto as Exhibit EF ("Sellers' Release"), and such release shall be in full force and effect as of the Closing; (hv) each Seller shall have entered into a duly executed power of attorney Sellers' non-competition agreement with Buyer, in the form of attached hereto as Exhibit F hereto; G (i) a certified copy of the Approval Order; (j) an affidavit of non"Sellers' Non-foreign status that complies with Section 1445 of the Code (acknowledging and certifying that the transactions contemplated hereby are exempt from withholding under such section of the Code); (k) any additional documents reasonably required by the appropriate Governmental Authority for the purpose of re-documenting Buyer’s ownership of the Vessels, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this Competition Agreement; (l) evidence, in a form and substance satisfactory to the Buyer (or its designated Affiliate), of the payment, on or prior to the Closing Date, by the Sellers in respect of the Purchased Contracts the cure amount to the non-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliate); and (m") and such other instruments of transfer agreements shall be in a form full force and substance satisfactory to Buyer (or its designated Affiliate) necessary to transfer and vest in Buyer (or its designated Affiliate) all effect as of the Sellers’ right, title and interest in and to the Subject Assets in accordance with the terms of this Agreement.Closing;

Closing Deliveries of Sellers. On At the Closing DateClosing, in exchange for the payment of the Purchase Price and the assumption of the Assumed LiabilitiesSellers shall deliver, each of the Sellersor cause to be delivered to Buyer, as applicable, shall execute and deliver the following to unless waived by Buyer: (ai) a certificate evidencing resolutions xxxx of sale for the Assets in the form attached as Exhibit C hereto (the “Xxxx of Sale, Assignment and Assumption”) duly executed by AFI; (ii) such other instruments of assignment, transfer and conveyance as Buyer shall reasonably request to transfer to and vest in Buyer all of AFI’s right, title and interest in, to and under the Assets; (iii) evidence of the Board receipt of Directors AFI Consents or, if applicable, evidence of communications requesting a Third Party to provide consent required to be obtained by AFI pursuant to this Agreement and subject to the Escrow Agreement; (or commensurate authorityiv) of any Uniform Commercial Code termination statements, releases and other documents necessary to evidence that each of the Assets is being sold, conveyed, transferred, assigned and delivered to Buyer free and clear of any Encumbrances (except for Permitted Encumbrances), as set forth on Schedule 3.2(iv); (v) an opinion from Sellers’ corporate counsel affirming the enforceability of this Agreement or other writing delivered by Sellers pursuant hereto; (vi) the Escrow Agreement duly executed by Sellers; (vii) the Lockup Agreement duly executed by AFI and/or AFI’s designees; (viii) assignments in the form of Exhibit D hereto transferring all of AFI’s right, title and interest in and to AFI Intellectual Property to be transferred to Buyer pursuant to this Agreement to Buyer duly executed by AFI (the “IP Assignment”); (ix) consulting agreements, in the form of Exhibit E hereto (the “Consulting Agreements”), duly executed by each of Xxxxx Xxxxxxx, Xxxxxx Xxxxxxxxxxxxxx and Xxxx Xxxxxxx; (x) this Agreement duly executed by Sellers; (xi) all of the Schedules set forth herein; and (xii) AFI shall deliver copies of the following, in each case certified as of the Closing Date by the Secretary or other appropriate officer or agent of such Seller, duly AFI: (1) resolutions of AFI’s board and shareholders authorizing the execution, delivery and performance of this Agreement and the other transaction documents; (b) a bxxx of sale agreements that AFI is required to each of the Vessels in a form recordable in the country in which such Vessel is presently documented, duly notarially attested transferring such Vessel; (c) for each Seller’s Vessel, a current Abstract of Title or Certificate of Ownership execute and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners of the Vessel and stating that the Vessel is free from any registered Liens; (d) for each Seller’s Vessel, a counterpart executed by Seller of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller deliver pursuant to Buyer; (e) one or more bills of sale in the form of Exhibit C hereto for all of the other assets comprising a part of the Subject Assets; (f) an assignment and assumption agreement in the form of Exhibit D hereto; (g) duly executed assignments for the Patents, each substantially in the form attached hereto as Exhibit E; (h) a duly executed power of attorney in the form of Exhibit F hereto; (i) a certified copy of the Approval Order; (j) an affidavit of non-foreign status that complies with Section 1445 of the Code (acknowledging and certifying that the transactions contemplated hereby are exempt from withholding under such section of the Code); (k) any additional documents reasonably required by the appropriate Governmental Authority for the purpose of re-documenting Buyer’s ownership of the Vessels, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this Agreement; (l) evidence, in a form and substance satisfactory to the Buyer (or its designated Affiliate), of the payment, on or prior to the Closing Date, by the Sellers in respect of the Purchased Contracts the cure amount to the non-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliate); and (m) and such other instruments of transfer in a form and substance satisfactory to Buyer (or its designated Affiliate) necessary to transfer and vest in Buyer (or its designated Affiliate) all of the Sellers’ right, title and interest in and to the Subject Assets in accordance with the terms of this Agreement; and (2) the signature and incumbency of the Persons authorized to execute and deliver this Agreement and the other agreements and certificates that AFI is required to execute and deliver pursuant to the terms of this Agreement. Simultaneous with the deliveries referred to in this Section 3.2, Sellers shall take or cause to be taken all such actions as may reasonably be required to put Buyer in actual possession and operating control of the Assets. To the extent deliveries required under Section 3.2 are not made, Buyer (in its sole discretion) may waive such requirement; but if such requirement is not waived, Sellers shall cooperate in any reasonable arrangement proposed by Buyer designed to obtain for Buyer the material benefits and privileges of such deliveries not made.

Closing Deliveries of Sellers. On the Closing Date, in exchange for the payment of the Purchase Price and the assumption of the Assumed Liabilities, each of the Sellers, as applicable, shall execute and deliver the following to Buyer: (a) a certificate evidencing resolutions of the Board of Directors (or commensurate authority) of each of the Sellers, certified by the Secretary or other appropriate officer or agent of such Seller, duly authorizing the execution, delivery and performance of this Agreement and the other transaction documents; (b) a bxxx xxxx of sale to each of the Vessels in a form recordable in the country in which such Vessel is presently documented, duly notarially attested transferring such Vessel; (c) for each Seller’s Vesselof the Vessels, a current Abstract of Title or Certificate of Ownership and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners of the respective Vessel and stating that the respective Vessel is free from any registered Liens; (d) for each Seller’s Vesselof the Vessels, a counterpart executed by Seller of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the respective Vessel from the Seller to Buyer; (e) one or more bills of sale in the form of Exhibit C hereto for all of the other assets comprising a part of the Subject Assets; (f) an assignment and assumption agreement in the form of Exhibit D hereto; (g) duly executed assignments for the Patents, each substantially in the form attached hereto as Exhibit E; (h) a duly executed power of attorney in the form of Exhibit F hereto; (i) a certified copy of the Approval Order; (j) an affidavit of non-foreign status that complies with Section 1445 of the Code (acknowledging and certifying that the transactions contemplated hereby are exempt from withholding under such section of the Code); (k) any additional documents reasonably required by the appropriate Governmental Authority for the purpose of re-documenting Buyer’s 's ownership of the Vessels, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this Agreement; (l) evidence, in a form and substance satisfactory to the Buyer (or its designated Affiliate), of the payment, on or prior to the Closing Date, by the Sellers in respect of the Purchased Contracts the cure amount to the non-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliate); and (m) and such other instruments of transfer in a form and substance satisfactory to Buyer (or its designated Affiliate) necessary to transfer and vest in Buyer (or its designated Affiliate) all of the Sellers’ ' right, title and interest in and to the Subject Assets in accordance with the terms of this Agreement.

Closing Deliveries of Sellers. On At Closing, the Closing DateSeller Representative will deliver, in exchange for or cause to be delivered (either on Sellers’ behalf or the payment of the Purchase Price and the assumption of the Assumed LiabilitiesCompany’s behalf), each of the Sellersto Buyer, as applicable, shall execute and deliver the following to Buyer:(together the “Sellers’ Deliveries”): (a) a duly executed termination of lease agreement, in form and substance acceptable to Buyer, between the Company and the applicable landlord terminating the Commercial Lease dated as of December 3, 2012 (the “Madera Facility Lease”), relating to certain premises located at 9000 Xxxx 00 ½, Xxxxxx, Xxxxxxxxxx (the “Madera Facility”). (b) the written resignation in a form approved in advance by Buyer (such approval not to be unreasonably withheld) or evidence reasonably satisfactory to Buyer of the removal of each manager of the Company, with each such resignation effective no later than immediately prior to the Effective Time; (c) an executed waiver and release from each Seller in the form of Exhibit 2.2(c); (d) the true, correct and complete books, records and minute books of the Company, including any membership interest or unit ledgers and membership interest or unit records of the Company; (e) a certificate evidencing of a duly authorized officer of the Company in a form approved in advance by Buyer, dated the Closing Date, certifying that attached thereto are (i) true, correct and complete copies of the Company’s operating agreement as then in full force and effect; (ii) true, correct and complete copies of the certificate of formation or organization of the Company; and (iii) a true, correct and complete copy of the resolutions of the Board members and board of Directors (or commensurate authority) of each managers of the SellersCompany, certified by the Secretary or other appropriate officer or agent of such Seller, duly authorizing the execution, delivery and performance of this Agreement and the other transaction documents; (b) a bxxx of sale to each of the Vessels Transactions, as are then in a form recordable in the country in which such Vessel is presently documented, duly notarially attested transferring such Vessel; (c) for each Seller’s Vessel, a current Abstract of Title or Certificate of Ownership full force and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners of the Vessel and stating that the Vessel is free from any registered Liens; (d) for each Seller’s Vessel, a counterpart executed by Seller of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller to Buyer; (e) one or more bills of sale in the form of Exhibit C hereto for all of the other assets comprising a part of the Subject Assetseffect; (f) an assignment and assumption agreement in the form of Exhibit D hereto[Reserved]; (g) duly executed assignments a non-foreign affidavit dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”), stating that each Seller is not a “Foreign Person” as defined in Code Section 1445; (h) an authorization from the Company’s bank adding representatives of Buyer as signatories to the Company’s bank accounts and removing Axxxxxx and Mxxxxx as authorized signatories with respect to such accounts; (i) evidence satisfactory to Buyer of the absolute and unconditional satisfaction at or prior to closing of any claim against the Company or Sellers for any amounts owed to former holders of Units in connection with the sale of their Units; (j) a payoff letter and release from Wxxxx Fargo Bank, National Association, that states the amount of such Debt attributable to it and the process for paying off such Debt at or before Closing, and provides for the Patentsunconditional release of any claim or Lien or other security interest over the assets of the Company upon receipt of the amounts outstanding thereunder (each a “Payoff Letter”) and, each substantially if applicable, the related UCC-3 termination statements with respect to financing statements filed against the Company or any of its assets; (k) Employment Agreements, in the form attached hereto as Exhibit E; 2.2(k), executed by Aiklen and Mxxxxx (h) a duly executed power of attorney in the form of Exhibit F hereto; (i) a certified copy of the Approval Order; (j) an affidavit of non-foreign status that complies with Section 1445 of the Code (acknowledging and certifying that the transactions contemplated hereby are exempt from withholding under such section of the Code“Employment Agreements”); (k) any additional documents reasonably required by the appropriate Governmental Authority for the purpose of re-documenting Buyer’s ownership of the Vessels, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this Agreement; (l) evidencea waiver of the right of first refusal and all transfer restrictions set forth in the Company’s Operating Agreement, in a form and substance satisfactory to the Buyer duly executed by each Seller; (m) an Internal Revenue Service (“IRS”) Form W-9 (or its designated Affiliate), of the payment, on or prior to the Closing Date, by the Sellers in respect of the Purchased Contracts the cure amount to the nonsuch successor form) from each Seller claiming that each Seller is exempt from back-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliate)up withholding tax; and (m) and such other instruments of transfer in a form and substance satisfactory to Buyer (or its designated Affiliate) necessary to transfer and vest in Buyer (or its designated Affiliaten) all other documents and items required by any term of this Agreement to be delivered, or caused to be delivered, by any Seller at Closing, or reasonably requested by Buyer to facilitate the consummation of the Sellers’ right, title and interest in and to the Subject Assets in accordance with the terms of this AgreementTransactions.

Closing Deliveries of Sellers. On At the Closing DateClosing, in exchange for the payment of the Purchase Price and the assumption of the Assumed Liabilities, each of the Sellers, as applicable, Sellers shall execute and deliver the following to BuyerPurchaser: (ai) a certificate evidencing resolutions receipt for the Closing Cash Consideration; (ii) stock certificates representing the Shares, duly endorsed or accompanied by stock powers for transfer to Purchaser, in each case free and clear of all Liens or any other restrictions on transfer (other than any restrictions on transfer under the Securities Act and any state securities Laws); (iii) all minute books, written consents, records, ledgers and registers, and other similar organizational records of the Board of Directors Company to the extent they exist; (iv) any authorizations or commensurate authority) of each of the SellersOrders from any Authority or any consents, certified by the Secretary approvals, or other appropriate officer or agent of such Seller, duly authorizing the execution, delivery and performance of authorizations from any third party which are required to consummate transactions contemplated under this Agreement and the other transaction documentsTransaction Documents; (bv) a bxxx of sale to each of the Vessels in a form recordable in the country in which such Vessel is presently documentedEmployment Agreement, duly notarially attested transferring such Vesselexecuted by the applicable Seller; (cvi) executed payoff letters, releases or other similar instruments providing for each Seller’s Vessel, a current Abstract the repayment in full of Title or Certificate of Ownership and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners all Indebtedness of the Vessel Company set forth in Section 2.5(b)(vi) of the Disclosure Schedule and stating that the Vessel is free from any registered Liensrelease of all Liens granted with respect thereto, together with all instruments, documents and UCC financing statements relating thereto; (dvii) a certificate in form and substance reasonably satisfactory to Purchaser certifying that each Seller is not a foreign person for each Seller’s Vessel, a counterpart executed by Seller purposes of Section 1445 of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller to BuyerCode; (eviii) one or more evidence in form and substance satisfactory to Purchaser that all Related Party Transactions have been terminated, or, simultaneous with the Closing will be terminated; (ix) bills of sale in evidencing the form of Exhibit C hereto for all transfer by the Company of the other assets comprising a part vehicles identified in Section 2.5(b)(ix) of the Subject AssetsDisclosure Schedule to the Persons specified thereon; (fx) an assignment and assumption agreement in the form of Exhibit D hereto; (g) duly executed assignments for the Patents, each substantially in the form attached hereto as Exhibit E; (h) a duly executed power of attorney A general release in the form of Exhibit F heretoduly executed and delivered by each Seller; (ixi) a certified copy the representation letter in the form of the Approval OrderExhibit G duly executed and delivered by The Txxxx Group; (jxii) an affidavit of non-foreign status that complies with Section 1445 of the Code (acknowledging Sxxxxxx Confidential Retention Bonus Plan, duly executed and certifying that delivered by Dxxxx Xxxxxxx and the transactions contemplated hereby are exempt from withholding under such section of the Code)Company; (kxiii) any additional documents reasonably required by the appropriate Governmental Authority for the purpose of re-documenting Buyer’s ownership of the Vessels, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this Agreement; (l) evidence, evidence in a form and substance satisfactory to Purchaser of: (A) the Buyer (or its designated Affiliate), termination of the payment, on or prior Phantom Stock Agreements; (B) the release by the counterparties to the Closing Date, Phantom Stock Agreements of the Company from all liability thereunder; and (C) the making by the Sellers in respect Company of the Purchased Contracts Phantom Stock Payments; (xiv) copies of the cure amount final invoices with respect to all Transaction Expenses to be paid by the non-Seller parties to Company at the Purchased Contracts (which, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliate)Closing; and (mxv) and such other documents, certificates, instruments of transfer in a form and substance satisfactory to Buyer (or writings reasonably requested by Purchaser or its designated Affiliate) necessary counsel in order to transfer and vest in Buyer (or its designated Affiliate) all of effectuate the Sellers’ right, title and interest in and to transactions contemplated hereby including the Subject Assets in accordance with the terms of this Agreementother Transaction Documents.

Closing Deliveries of Sellers. On At or prior to Closing, the Closing Date, in exchange for the payment of the Purchase Price and the assumption of the Assumed Liabilities, each of the Sellers, as applicable, Sellers shall execute and deliver the following to Buyer: (a) a certificate evidencing resolutions of evidence reasonably acceptable to Buyer that Sellers or the Board of Directors (Company, as applicable, have made or commensurate authority) of each of the Sellersreceived all filings, certified by the Secretary authorizations, approvals and consents set forth on Schedule 6.1(a), with or from all applicable Governmental Authorities or other appropriate officer or agent of such SellerPersons, duly authorizing as the executioncase may be, delivery and performance of this Agreement and related to the other transaction documents;transactions contemplated hereby; (b) (i) all certificates (if any) for the Shares, duly endorsed for transfer or accompanied by a bxxx duly executed Share power or other appropriate instrument of sale to each assignment and transfer, and (ii) all original record books (including original Share certificates (if any)) of the Vessels in a form recordable in the country in which such Vessel is presently documented, duly notarially attested transferring such Vessel;Company; (c) for each Seller’s Vesselthe written resignation, a current Abstract of Title or Certificate of Ownership and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners effective as of the Vessel Closing, of each director and stating that officer of the Vessel is free Company listed on Schedule 6.1(c) from any registered Liens;such position as director or officer; (d) for each Seller’s Vessel, a counterpart executed by Seller of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller to Buyer;Pay-Off Documents; (e) one or more bills of sale in the form of Exhibit C hereto for evidence that all of the other assets comprising a part of the Subject Assets;documents listed on Schedule 6.1(e) have been terminated; (f) an assignment and assumption agreement in a certificate of good standing as of the form of Exhibit D hereto;most recent practicable date from the Arizona Corporation Commission; (g) duly a non-foreign person affidavit that complies with the requirements of Section 1445 of the Code, executed assignments for the Patents, by each substantially in the form attached hereto as Exhibit E;Seller; (h) a counterpart signature page to a flow of funds memorandum (the “Flow of Funds Memo”), duly executed power of attorney in the form of Exhibit F hereto;by Sellers; (i) counterpart signature pages to a certified copy lease agreement between the Company and an Affiliate of Seller for each of the Approval Order;Company’s three (3) facilities located on the Leased Real Property (collectively, the “New Lease Agreement”); and (j) an affidavit of non-foreign status that complies with Section 1445 a counterpart signature page to the consulting agreements between the Company and each of the Code Sellers (acknowledging and certifying that together, the transactions contemplated hereby are exempt from withholding under “Seller Consulting Agreements”), with each such section of the Code); (k) any additional documents reasonably required counterpart signature page being duly executed by the appropriate Governmental Authority for applicable Seller. Any agreement or document to be delivered to Buyer pursuant to this Section 6.1, the purpose form of re-documenting Buyer’s ownership of the Vesselswhich is not attached to this Agreement as an exhibit, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this Agreement; (l) evidence, shall be in a form and substance reasonably satisfactory to the Buyer (or its designated Affiliate), of the payment, on or prior to the Closing Date, by the Sellers in respect of the Purchased Contracts the cure amount to the non-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliate); and (m) and such other instruments of transfer in a form and substance satisfactory to Buyer (or its designated Affiliate) necessary to transfer and vest in Buyer (or its designated Affiliate) all of the Sellers’ right, title and interest in and to the Subject Assets in accordance with the terms of this AgreementBuyer.

Closing Deliveries of Sellers. On the Closing Date, in exchange for the payment (i) Each Media Seller shall deliver an Assignment of the Purchase Price and the assumption of the Assumed Liabilities, each of the Sellers, as applicable, shall execute and deliver the following to Buyer: (a) a certificate evidencing resolutions of the Board of Directors (or commensurate authority) of each of the Sellers, certified by the Secretary or other appropriate officer or agent of such Seller, duly authorizing the execution, delivery and performance of this Agreement and the other transaction documents; (b) a bxxx of sale to each of the Vessels in a form recordable in the country in which such Vessel is presently documented, duly notarially attested transferring such Vessel; (c) for each Seller’s Vessel, a current Abstract of Title or Certificate of Ownership and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners of the Vessel and stating that the Vessel is free from any registered Liens; (d) for each Seller’s Vessel, a counterpart executed by Seller of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller to Buyer; (e) one or more bills of sale in the form of Exhibit C hereto for all of the other assets comprising a part of the Subject Assets; (f) an assignment and assumption agreement in the form of Exhibit D hereto; (g) duly executed assignments for the Patents, each Partnership Interest substantially in the form attached hereto as Exhibit EB, duly executed, assigning to Buyer all the Units set forth beside its name on Schedule I, which Units, together with the Units held by MWS and Nevada, shall constitute all of the issued and outstanding Units and subscription rights, options, warrants, purchase rights, conversion rights or other instruments that could require Media to issue any Units or other partnership interests; (hii) a duly executed power of attorney in the form of Exhibit F hereto; (i) a certified copy Each of the Approval Order; (j) an affidavit M&M Sellers, Nevada Sellers and MWS Sellers shall deliver to Buyer, one or more certificates representing the number of non-foreign status that complies with Section 1445 shares of the Code (acknowledging and certifying that the transactions contemplated hereby are exempt from withholding under such section of the Code); (k) any additional documents reasonably required by the appropriate Governmental Authority for the purpose of re-documenting Buyer’s ownership of the VesselsM&M Stock, provided Buyer notifies Sellers of any such documents Nevada Stock or MWS Stock set forth beside its name on Schedule II, III or IV, as soon as possible after the date of this Agreement; (l) evidenceapplicable, in a negotiable form and substance satisfactory to the Buyer (duly endorsed in blank or its designated Affiliate), of the payment, on accompanied by stock powers or prior to the Closing Date, by the Sellers in respect of the Purchased Contracts the cure amount to the non-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliate); and (m) and such other instruments of transfer duly executed in a form and substance satisfactory to Buyer (or its designated Affiliate) necessary to transfer and vest in Buyer (or its designated Affiliate) blank, which shares of Capital Stock shall constitute all of the Sellers’ rightissued and outstanding capital stock of the Companies and any subscription rights, title options, warrants, purchase rights, conversion rights or other instruments that could require any of the Companies to issue any shares of stock; (iii) Each of M&M, Nevada and interest in MWS shall deliver the written resignation of each of its officers and to the Subject Assets in accordance with the terms directors. (iv) Each of this Weyrxxx xxx Martxx xxxll deliver an executed Noncompetition Agreement. (v) The Sellers shall deliver or cause to be delivered an opinion of Sellers' counsel in form customary for transactions of the nature contemplated hereby and reasonably acceptable to Buyer. (vi) The Sellers shall deliver or cause to be delivered the certificates and other documents required to be delivered pursuant to Section 6.2.

Closing Deliveries of Sellers. On At the Closing DateClosing, in exchange for Sellers shall deliver, or cause to be delivered, to Mackinac the payment of the Purchase Price and the assumption of the Assumed Liabilities, each of the Sellers, as applicable, shall execute and deliver the following to Buyerfollowing: (a) copies of the permits, waivers, consents, notices, approvals, authorizations, licenses and clearances required to be obtained by Niagara pursuant to Section 3.5; (b) a certificate evidencing copy of the Articles of Incorporation of Niagara Bank and a copy of the Bylaws of Niagara Bank certified as of the Closing Date to be true and complete by the Secretary of Niagara Bank; (c) a copy of the Niagara Articles of Incorporation certified as of a date not more than ten (10) days prior to the Closing Date by the Wisconsin Department of Financial Institutions and a copy of the Niagara Bylaws certified as of the Closing Date to be true and complete by the Secretary of Niagara; (d) certificates of good standing for Niagara Bank issued by the OCC (as defined in Section 3.5) dated not more than thirty (30) days prior to Closing; (e) a copy of the resolutions of the Board of Directors (or commensurate authority) of each of the Sellers, certified by the Secretary or other appropriate officer or agent of such Seller, duly Niagara authorizing the execution, execution and delivery and performance of this Agreement and the other transaction documents; (b) a bxxx of sale to each completion of the Vessels in a form recordable in the country in which such Vessel is presently documentedtransactions contemplated hereby, duly notarially attested transferring such Vessel; (c) for each Seller’s Vesselcertified to be true and accurate, a current Abstract of Title or Certificate of Ownership and Encumbrances issued without amendment, by the appropriate Governmental Authorities showing the current record owners Secretary of the Vessel and stating that the Vessel is free from any registered Liens; (d) for each Seller’s Vessel, a counterpart executed by Seller of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller to Buyer; (e) one or more bills of sale in the form of Exhibit C hereto for all of the other assets comprising a part of the Subject AssetsNiagara; (f) an assignment and assumption agreement certificates for the Shares, endorsed in the blank in a form of Exhibit D heretosufficient to transfer title to such Shares to Mackinac; (g) each of the certificates to be delivered under Sections 7.2(a) and (c), duly executed assignments for by the Patents, each substantially appropriate Person(s) specified in the form attached hereto as Exhibit Esuch Sections; (h) a duly executed power of attorney in the form of Exhibit F heretoNiagara Bank’s charter and Niagara Bank’s FDIC certificate; (i) a certified copy of the Approval Order; (j) an affidavit of non-foreign status that complies with Section 1445 of the Code (acknowledging such other documents, instruments, certificates and certifying that other agreements as Mackinac may reasonably require to effect the transactions contemplated hereby are exempt from withholding under such section by this Agreement to be consummated as of the Code); (k) any additional documents reasonably required by the appropriate Governmental Authority for the purpose of re-documenting Buyer’s ownership of the Vessels, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this Agreement; (l) evidence, in a form and substance satisfactory to the Buyer (or its designated Affiliate), of the payment, on or prior to the Closing Date, by the Sellers in respect of the Purchased Contracts the cure amount to the non-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliate); and (m) and such other instruments of transfer in a form and substance satisfactory to Buyer (or its designated Affiliate) necessary to transfer and vest in Buyer (or its designated Affiliate) all of the Sellers’ right, title and interest in and to the Subject Assets in accordance with the terms of this AgreementClosing.

Closing Deliveries of Sellers. On At or prior to the Closing DateClosing, in exchange for the payment of the Purchase Price and the assumption of the Assumed Liabilities, each of the Sellers, as applicable, Sellers shall execute and deliver the following have delivered to Buyer: (a) a certificate evidencing resolutions counterpart signature page to the Bill of Sale and Assignment and Assumption Agreement, duly executed by each Seller, transferring the personal property included in the Acquired Assets to Buyer and effecting the assignment to and assumption by Buyer of the Board of Directors other Acquired Assets (or commensurate authorityincluding Assumed Contracts) of each of the Sellers, certified by the Secretary or other appropriate officer or agent of such Seller, duly authorizing the execution, delivery and performance of this Agreement and the other transaction documentsAssumed Liabilities; (b) a bxxx the Flow of sale to each of the Vessels in a form recordable in the country in which such Vessel is presently documentedFunds, duly notarially attested transferring such Vesselexecuted by Xxxxxxx; (c) for each Seller’s Vessela counterpart signature page to the Transition Services Agreement, a current Abstract of Title or Certificate of Ownership and Encumbrances issued duly executed by the appropriate Governmental Authorities showing the current record owners of the Vessel and stating that the Vessel is free from any registered LiensXxxxxxx; (d) for each Seller’s Vessel, a counterpart executed by Seller signature page to a real property purchase agreement for the Bars Facility between Buyer and TreeHouse Private Brands, transferring ownership of the Protocol of Delivery Bars Facility to Buyer (the “Real Property Purchase Agreement”), together with (i) a warranty deed duly executed and Acceptance confirming the date and time of delivery notarized by TreeHouse Private Brands transferring ownership of the Vessel from Bars Facility to Buyer; (ii) such documentation as may be reasonably required by Buyer’s title company in order to issue a title policy in the Seller form acceptable to Buyer and at Buyer’s sole cost and expense; (iii) such bills of sale and other instruments as may be necessary or appropriate to transfer to Buyer title to all improvements and fixtures inuring to TreeHouse Private Brands in the Bars Facility; and (iv) any and all applicable real property transfer tax forms necessary to effectuate the contemplated fee simple transfer of the Bars Facility to Buyer; (e) one or more bills a certificate of sale good standing as of a recent date from the Secretary of State in the form of Exhibit C hereto for all of the other assets comprising a part of the Subject Assets; (f) an assignment and assumption agreement in the form of Exhibit D hereto; (g) duly executed assignments for the Patents, state where each substantially in the form attached hereto as Exhibit E; (h) a duly executed power of attorney in the form of Exhibit F heretoSeller is organized; (i) a certified copy non-foreign person affidavit that complies with the requirements of Code § 1445 executed by each Seller, (ii) a properly completed and executed IRS Form W-9 from each Seller, and (iii) any other Tax forms reasonably requested by Buyer establishing an exemption from or reduction in withholding on amounts paid by Buyer pursuant to this Agreement or the transactions contemplated thereby; (g) (i) a fully executed and effective payoff letter or letters, effective as of the Approval OrderClosing and in form and substance reasonably satisfactory to Buyer, which, among other things, authorize the release of all Liens securing the Acquired Assets, and (ii) release or releases, effective as of the Closing and in form and substance reasonably satisfactory to Buyer, that fully release and terminate all Liens on the Acquired Assets, including, without limitation, UCC-3 Termination Statements, mortgage releases and intellectual property releases; (h) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (i) all approvals, consents and waivers that are listed on Schedule 2.1.5; and copies and evidence of delivery of all notices that are listed on Schedule 2.1.5; (j) an affidavit a list of non-foreign status that complies with Section 1445 all customer purchase orders relating to the Bars Business as of the Code Closing Date (acknowledging and certifying that if any) for which Seller has any unsatisfied production, delivery or other obligations (the transactions contemplated hereby are exempt from withholding under such section of the Code); (k) any additional documents reasonably required by the appropriate Governmental Authority for the purpose of re-documenting Buyer’s ownership of the Vessels, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this Agreement; (l) evidence, in a form and substance satisfactory to the Buyer (or its designated Affiliate), of the payment, on or prior to the “Closing Date, by the Sellers in respect of the Purchased Contracts the cure amount to the non-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated AffiliateDate Purchase Orders”); and (mk) a duly executed certificate, dated as of the Closing Date and such other instruments signed by a duly authorized officer of transfer each Seller, stating that each of the conditions set forth in a Section 6.1.1 and Section 6.1.3 have been satisfied (“Seller Closing Certificate”). Any Contract or document to be delivered to Buyer pursuant to this Section 5.1, the form of which is not attached to this Agreement as an exhibit, shall be in form and substance reasonably satisfactory to Buyer (or its designated Affiliate) necessary to transfer and vest in Buyer (or its designated Affiliate) all of the Sellers’ right, title and interest in and to the Subject Assets in accordance with the terms of this AgreementBuyer.

Closing Deliveries of Sellers. On Upon the Closing Dateterms and subject to the conditions set forth in this Agreement, in exchange for at the payment of the Purchase Price and the assumption of the Assumed LiabilitiesClosing, each of Seller shall deliver, or cause to be delivered, to Purchaser the Sellers, as applicable, shall execute and deliver the following to Buyerfollowing: (a) a certificate stock certificate, or certificates, evidencing resolutions of the Board of Directors (or commensurate authority) of each of the Sellers, certified Common Stock held by the Secretary or other appropriate officer or agent of such Seller, if any, duly authorizing the executionendorsed in blank or accompanied by stock powers duly executed in blank, delivery and performance of this Agreement and the other transaction documentswith all required stock transfer tax stamps affixed thereto; (b) a bxxx of sale to each of stock certificate, or certificates, evidencing the Vessels in a form recordable in the country in which Preferred Stock held by such Vessel is presently documentedSeller, if any, duly notarially attested transferring such Vesselendorsed in blank or accompanied by stock powers duly executed in blank, with all required stock transfer tax stamps affixed thereto; (c) for each a certificate, or certificates, evidencing the Commonwealth Options held by such Seller’s Vessel, a current Abstract of Title if any, duly endorsed in blank or Certificate of Ownership and Encumbrances issued accompanied by such assignment or stock powers, as the appropriate Governmental Authorities showing the current record owners of the Vessel and stating that the Vessel is free from any registered LiensPurchaser may reasonably request, duly executed in blank, with all required stock transfer tax stamps affixed thereto; (d) for each a certificate, or certificates, evidencing the ComVest Warrants held by such Seller’s Vessel, a counterpart if any, duly endorsed in blank or accompanied by such assignment or stock powers, as the Purchaser may reasonably request, duly executed by Seller of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller to Buyerin blank, with all required stock transfer tax stamps affixed thereto; (e) one a certificate, or more bills of sale certificates, evidencing the Unit Purchase Options held by such Seller, if any, duly endorsed in blank or accompanied by such assignment or stock powers, as the form of Exhibit C hereto for Purchaser may reasonably request, duly executed in blank, with all of the other assets comprising a part of the Subject Assets;required stock transfer tax stamps affixed thereto; and (f) an assignment and assumption agreement in the form of Exhibit D hereto; (g) duly executed assignments for the Patents, each substantially in the form attached hereto as Exhibit E; (h) a duly executed power of attorney in the form of Exhibit F hereto; (i) a certified copy of the Approval Order; (j) an affidavit of non-foreign status documents required to be delivered by Sellers pursuant to Section 6.3 that complies with Section 1445 of the Code (acknowledging and certifying that the transactions contemplated hereby are exempt from withholding under such section of the Code); (k) any additional documents reasonably required by the appropriate Governmental Authority for the purpose of re-documenting Buyer’s ownership of the Vessels, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this Agreement; (l) evidence, in a form and substance satisfactory to the Buyer (or its designated Affiliate), of the payment, on or has not been delivered prior to the Closing Date, by the Sellers in respect of the Purchased Contracts the cure amount to the non-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliate); and (m) and such other instruments of transfer in a form and substance satisfactory to Buyer (or its designated Affiliate) necessary to transfer and vest in Buyer (or its designated Affiliate) all of the Sellers’ right, title and interest in and to the Subject Assets in accordance with the terms of this AgreementClosing.

Closing Deliveries of Sellers. On At or prior to the Closing, the Sellers shall deliver, or caused to be delivered, to Buyer the following: (a) the Transition Services Agreement, duly executed and delivered by CIRCOR; (b) each other Ancillary Agreement, duly executed and delivered by the Sellers (if party thereto), in the form agreed by the parties and attached as an Exhibit hereto (if applicable); (c) a certificate of the secretary or other officer of each Seller, dated as of the Closing Date, in exchange for form and substance reasonably satisfactory to Buyer as to the payment of the Purchase Price and the assumption of the Assumed Liabilities, each of the Sellers, as applicable, shall execute and deliver the following to Buyer: (a) a certificate evidencing resolutions of the Board of Directors (or commensurate authority) of each of the Sellers, certified actions taken by the Secretary or other appropriate officer or agent board of directors of such Seller, duly authorizing the execution, delivery and performance of Seller to authorize this Agreement and each Ancillary Agreement to which the Seller may be party or subject, and the other transaction documents; (b) a bxxx transactions contemplated thereby, copies of sale which actions shall be attached to each of the Vessels in a form recordable in the country in which such Vessel is presently documented, duly notarially attested transferring such Vessel; (c) for each Seller’s Vessel, a current Abstract of Title or Certificate of Ownership and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners of the Vessel and stating that the Vessel is free from any registered Lienscertificate; (d) for each Seller’s Vesselthe Initial Closing Statement and any supporting documentation required to be delivered to Buyer pursuant to Section 2.3(b); (e) evidence of release of Liens, a counterpart executed by Seller other than Permitted Liens, including release of the Protocol security interests of Delivery Deutsche Bank; (f) the employment agreements and Acceptance confirming the date non-competition agreements for key employees set forth on Schedule 6.1(f); (g) third-party supply agreement with CIRCOR Flow Technologies India Pvt. Ltd., in form and time of delivery of the Vessel from the Seller substance reasonably satisfactory to Buyer; (eh) one or more bills memorialization of sale in key design elements, manufacturing techniques, and other critical pieces of know-how reasonably requested by Buyer and needed to operate the form of Exhibit C hereto for all of the other assets comprising a part of the Subject AssetsBusiness; (fi) an assignment and assumption agreement the lease substantially in the form of Exhibit D hereto; hereto (g) the “Lease”), with respect to the Walden Facility, duly executed assignments for the Patents, each substantially in the form attached hereto and delivxxxx xy Spence as Exhibit E; (h) a duly executed power of attorney in the form of Exhibit F hereto; (i) a certified copy fee owner of the Approval OrderWalden Facilixx; (j) an affidavit of non-foreign status that complies with Section 1445 disturbance xxxxxments, each in form and substance reasonably satisfactory to Buyer, duly executed by any parties holding recorded mortgages, deeds of trust, ground leases, or superior liens or rights to the Code (acknowledging and certifying that the transactions contemplated hereby are exempt from withholding under such section of the Code)Walden Facility; (k) any additional documents reasonably required by the appropriate Governmental Authority for the purpose a Bill of re-documenting Sale, xx xxrm and substance reasxxxxly satisfactory to Buyer’s ownership of the Vessels, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this Agreement; (l) evidencean Assignment and Assumption Agreement, in a form and substance reasonably satisfactory to the Buyer and duly executed by Buyer and Sellers; (or its designated Affiliate), m) an Assignment of the payment, on or prior to the Closing Date, by the Sellers in respect of the Purchased Contracts the cure amount to the non-Seller parties to the Purchased Contracts (whichIntellectual Property, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers form and substance reasonably satisfactory to Buyer and duly executed by Buyer and Sellers; (or its designated Affiliaten) a guarantee agreement, in form and substance reasonably satisfactory to Buyer and duly executed by Buyer and Sellers, (“Guaranty”) attached hereto as Exhibit 6.1(n); (o) the Confirmatory Letter, in form and substance reasonably satisfactory to Buyer and duly executed by Buyer and Sellers; (p) each other Ancillary Agreement to which each Seller is a party, duly executed and delivered by such Seller; and (mq) and such other documents, instruments and agreements, including notarial and other deeds, as may be required by Legal Requirements or local custom, or reasonably requested by Buyer, for the purpose of transfer in a form and substance satisfactory to Buyer (or its designated Affiliate) necessary to transfer and vest in Buyer (or its designated Affiliate) all of consummating the Sellers’ right, title and interest in and to the Subject Assets in accordance with the terms of this transactions contemplated by his Agreement.

Closing Deliveries of Sellers. On At the Closing, Sellers shall deliver (or cause to be delivered) to Buyer the following: (a) stock certificates representing all of the Premium Finance Shares, free and clear of any and all Liens, duly endorsed in blank or accompanied by stock powers duly executed by Xxxxxx Xxxxxx; (b) a copy of each Company’s Articles of Incorporation certified as of a recent date by the Secretary of State of the State of Florida; (c) a certificate of good standing for each Company issued as of a recent date by the Secretary of State of the State of Florida; (d) a certificate of the secretary of each Company, dated the Closing Date, in exchange for form and substance reasonably satisfactory to Buyer, as to (i) no amendments to the payment Articles of Incorporation of such Company since the date of the Purchase Price and certificate specified in clause (b) above; (ii) the assumption By-laws of such Company as in effect as of the Assumed Liabilities, each of Closing Date; (iii) the Sellers, as applicable, shall execute and deliver the following to Buyer: (a) a certificate evidencing resolutions of adopted by the Board of Directors (or commensurate authority) of each of the Sellers, certified by the Secretary or other appropriate officer or agent and shareholders of such Seller, duly Company authorizing and approving the execution, delivery and performance of this Agreement and the other transaction documents; (b) Transaction Documents to which such Company is a bxxx of sale to each party and the consummation of the Vessels Contemplated Transactions, which resolutions shall have been certified as true, correct and in a form recordable in full force and effect without rescission, revocation or amendment as of the country in Closing Date; and (iv) the incumbency and signatures of the officers of such Company authorized to execute and deliver each Transaction Document to which such Vessel Company is presently documented, duly notarially attested transferring such Vessel; (c) for each Seller’s Vessel, a current Abstract of Title or Certificate of Ownership and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners of the Vessel and stating that the Vessel is free from any registered Liens; (d) for each Seller’s Vessel, a counterpart executed by Seller of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller to Buyerparty; (e) one or more bills a receipt, duly executed by each Seller, for the portion of sale the Closing Cash Payment to be received by each such Seller pursuant to Section 3.5(a); (f) a Xxxx of Sale and Assignment dated the Closing Date, substantially in the form of Exhibit A attached hereto (the “Xxxx of Sale”), duly executed on behalf of each Selling Company; (g) an Assumption Agreement dated the Closing Date, substantially in the form of Exhibit B attached hereto (the “Assumption Agreement”), duly executed on behalf of each Selling Company; (h) a Domain Names Transfer Agreement dated the Closing Date, substantially in the form of Exhibit C attached hereto for all (the “Domain Names Transfer Agreement”), duly executed on behalf of the other assets comprising a part of the Subject Assetseach Selling Company; (fi) an assignment and assumption agreement Executive Employment Agreement dated the Closing Date, substantially in the form of Exhibit D heretoattached hereto (the “Executive Employment Agreement”), duly executed by Xxxxxx Xxxxxx; (gj) duly executed assignments for a Confidentiality and Non-Solicitation Agreement dated the PatentsClosing Date, each substantially in the form of Exhibit E attached hereto as Exhibit Ehereto, duly executed by each Transferred Employee; (hk) a duly executed power of attorney an Escrow Agreement dated the Closing Date, substantially in the form of Exhibit F hereto; attached hereto (i) a certified copy the “Escrow Agreement”), duly executed on behalf of the Approval Order; (j) an affidavit of non-foreign status that complies with Section 1445 of the Code (acknowledging and certifying that the transactions contemplated hereby are exempt from withholding under such section of the Code); (k) any additional documents reasonably required by the appropriate Governmental Authority for the purpose of re-documenting Buyer’s ownership of the Vessels, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this Agreementeach Seller; (l) evidence, in a form and substance satisfactory to the Buyer (or its designated Affiliate), of the payment, on or prior to Real Estate Leases dated the Closing Date, substantially in the forms of Exhibit G and Exhibit H attached hereto (the Leases”), for the Palermo Property and the Sevilla Property, respectively, duly executed by Xxxxxx Insurance and ABCO Insurance, respectively; (m) the minute books, stock books, ledgers and registers, corporate seal and other corporate records of Premium Finance; (n) a signed resignation, in form and substance reasonably satisfactory to Buyer, of each director and officer of Premium Finance; (o) the certificate contemplated by Section 9.2(a), duly executed on behalf of each Seller; (p) proof, in form and substance reasonably satisfactory to Buyer, of errors and omissions tail coverage meeting the requirements of Section 7.7; (q) a payoff letter and lien release, in form and substance reasonably satisfactory to Buyer, with respect to any Indebtedness (other than the Line of Credit); (r) a written termination and release, in form and substance reasonably satisfactory to Buyer, with respect to the employment agreements entered into between Xxxxxx Insurance and its Key Employees; (s) all consents, waivers or approvals obtained by Sellers in with respect to the consummation of the Purchased Contracts Contemplated Transactions, including the cure amount to the non-Seller parties to the Purchased Contracts (whichconsents, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliate)waivers and approvals listed on Schedule 4.5; and (mt) such other bills of sale, assignments and such other instruments of transfer in a form and substance satisfactory to as Buyer (may reasonably request or its designated Affiliate) as otherwise may be necessary to transfer evidence and vest in Buyer (or its designated Affiliate) all effect the sale, transfer, assignment, conveyance and delivery of the Sellers’ right, title and interest in and Purchased Assets to the Subject Assets in accordance with the terms of this AgreementBuyer.

Closing Deliveries of Sellers. On At the Closing DateClosing, in exchange for Sellers shall deliver or cause to be delivered to Buyers the payment of the Purchase Price and the assumption of the Assumed Liabilities, each of the Sellers, as applicable, shall execute and deliver the following to Buyerfollowing: (a) executed assignments, patent assignments, trademark assignments, bills of sale, deeds and/or certificates of title, dated the date hereof, transferring to Buyers all of the Assets; (b) a certificate evidencing signed by a duly authorized officer of each Seller that each of the representations and warranties of each such Seller contained herein are true and correct in all material respects as of the date hereof; (c) an affidavit, in form reasonably satisfactory to the Buyers, of each Seller stating under penalties of perjury each such Seller's United States taxpayer identification number and that each such Seller is not a foreign person within the meaning of Section 1445(b)(2) of the Code; (d) certified copies of resolutions of adopted by the Board of Directors (or commensurate authority) of each of the Sellers, certified by the Secretary or other appropriate officer or agent of such Seller, duly Seller authorizing the execution, delivery deliver and performance of this Agreement and the other transaction documents; (b) a bxxx of sale to each of the Vessels Assets to the Buyers in a form recordable in accordance with the country in which such Vessel is presently documented, duly notarially attested transferring such Vessel; (c) for each Seller’s Vessel, a current Abstract of Title or Certificate of Ownership and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners of the Vessel and stating that the Vessel is free from any registered Liens; (d) for each Seller’s Vessel, a counterpart executed by Seller of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller to Buyerterms hereof; (e) one or more bills duly executed releases from the holders of sale claims with respect to the Xxxx Xxxxx Payable and the Shareholder Payables, each in the form of Exhibit C hereto for all of the other assets comprising a part of the Subject Assetsand substance reasonably satisfactory to Buyers, fully and irrevocably releasing Buyers from any such claims; (f) an assignment Assignment and assumption agreement Assumption Agreements with respect to the Business Leases included in the Assets signed by FSA, Xxxxxx and the relevant landlord, in form of Exhibit D heretoand substance reasonably satisfactory to FSA and Xxxxxx; (g) duly executed assignments a receipt for the Patents, each substantially in the form attached hereto as Exhibit ECash Consideration; (h) a duly executed power of attorney certificate signed by FSA's President certifying that the Inventory listed on Schedule 6.26 hereto is included in the form Assets and, as of Exhibit F heretothe close of business on November 21, 1999, has a value of at least $2,400,000 based on Sellers' original invoice cost; (i) a certified copy of the Approval OrderSeller's books and records described in Section 2.1(a)(viii); (j) payment by Sellers to Buyers of $20,000 in cash by wire transfer of immediately available funds to an affidavit of non-foreign status that complies with Section 1445 of account designated to FSA by Buyers prior to the Code (acknowledging Closing for certain rent accruals and certifying that the transactions contemplated hereby are exempt from withholding under such section of the Code)rent arrearages owed by Sellers; (k) any additional documents reasonably required payment by Sellers to Buyers of $131,200 in cash by wire transfer of immediately available funds to an account designated to FSA by Buyers prior to the appropriate Governmental Authority Closing for amounts owed by Sellers to Buyers with respect to rents under the purpose of re-documenting Buyer’s ownership of the Vessels, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this AgreementBusiness Leases set forth on Schedule 3.1(c) attached hereto; (l) evidence, payment by Sellers to Buyers of $55,000 in a form and substance satisfactory cash by wire transfer of immediately available funds to the Buyer (or its an account designated Affiliate), of the payment, on or to FSA by Buyers prior to the Closing Date, for amounts owed by the Sellers in respect of the Purchased Contracts the cure amount to Buyers for inventory shipped by Buyers to Sellers and sold by Sellers prior and up to the non-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliate)Effective Time; and (m) and such other instruments evidence of transfer payment (in the form of a form and substance satisfactory receipt or otherwise) by Sellers to Buyer (or its designated Affiliate) necessary to transfer and vest in Buyer (or its designated Affiliate) all Xxxx Xxxxx, LLC of $166,589 of the Sellers’ right, title and interest consignment payable as referred to in and to the Subject Assets in accordance with the terms of this AgreementSection 3.2(q).

Closing Deliveries of Sellers. On the Closing DateAt Closing, in exchange for the payment of the Purchase Price and the assumption of the Assumed LiabilitiesSellers shall deliver or cause to be delivered, each of the Sellers, as applicable, shall execute and deliver the following to BuyerBuyers: (a) a certificate evidencing resolutions of the Board of Directors (or commensurate authority) of each of the Sellers, certified by the Secretary or other appropriate officer or agent of such Sellercounterpart to this Agreement, duly authorizing the execution, delivery and performance of this Agreement and the other transaction documentsexecuted by Sellers; (b) a bxxx of sale to each assignments of the Vessels in a form recordable in the country in which such Vessel is presently documentedAssigned Contracts, duly notarially attested transferring executed by the relevant Sellers, assigning such VesselContracts to Buyers; (c) for each Seller’s Vessel, a current Abstract of Title or Certificate of Ownership the consents and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners approvals identified on Section 6.04 of the Vessel and stating that the Vessel is free from any registered LiensDisclosure Schedules; (d) for each Seller’s Vessel, a counterpart to the Xxxx of Sale and Assignment (the “Xxxx of Sale”) in the form attached hereto as Exhibit A, duly executed by Seller of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller to BuyerSellers; (e) one or more bills of sale a counterpart to the Intellectual Property Assignment (the “Intellectual Property Assignment”) in the form of attached hereto as Exhibit C hereto for all of B, duly executed by the other assets comprising a part of the Subject Assetsrelevant Sellers; (f) an assignment special warranty deeds, duly executed by the relevant Sellers, conveying to the relevant Buyers good and assumption agreement indefeasible title to Sellers’ Owned Real Property, free and clear of any Encumbrances, other than the Permitted Encumbrances, in the form forms attached hereto as Exhibit C (the “Deeds”), in sufficient duplicate originals to facilitate recording in counties in which each tract of Exhibit D heretoSellers’ Owned Real Property is located; (g) evidence, reasonably satisfactory to Buyers, that that certain 0.392 acre tract of land comprising a portion of the Sellers’ Owned Real Property in Midland County, Texas in Section 00, Xxxxx 00, X-0-X, X&X XX Xx. Xxxxxx referenced in the Deed for such Sellers’ Owned Real Property has been adequately surveyed in relation to the whole of the Sellers’ Owned Real Property being conveyed to NOV US in such Deed such that there are no reasonable grounds for confusion with respect to such Deed or such conveyance; (h) counterparts to assignments of Leases included in the Assigned Contracts (the “Assigned Leases”), duly executed assignments for by the Patentsrelevant Seller and the lessors under such Leases; (i) a counterpart to the Transition Services Agreement, each substantially in the form attached hereto as Exhibit E; (h) a , duly executed power of attorney in the form of Exhibit F hereto; (i) a certified copy of the Approval Orderby Flotek; (j) an affidavit a certificate of nonSellers conforming to the requirements of Treasury Regulations Section 1.1445-2(b)(2) stating that Sellers are not “foreign status that complies with persons” within the meaning of Section 1445 of the Code (acknowledging Code, in the form and certifying that the transactions contemplated hereby are exempt from withholding under such section substance reasonably satisfactory to Buyers, dated as of the Code)Closing Date and duly executed by the relevant Sellers; (k) any additional documents reasonably required by the appropriate Governmental Authority for the purpose of re-documenting Buyer’s ownership evidence of the Vessels, provided Buyer notifies Sellers full and unconditional termination and releases of any Encumbrances relating to Indebtedness for borrowed money that encumber the Purchased Assets in any respect, dated and executed by each of the lenders with respect to any such documents as soon as possible after the date of this AgreementIndebtedness, including from PNC Bank, National Association, with respect to Turbeco and Teledrift; (l) evidence, in a form and substance satisfactory to Statement of Occasional Sale (Texas Comptroller of Public Accounts Form 01-917) certifying that the Buyer (or its designated Affiliate), of the payment, on or prior to the Closing Date, by the Sellers in respect sales of the Purchased Contracts Assets located in Texas qualify as an occasional sale, dated as of the cure amount Closing Date and duly executed by the relevant Sellers; (m) a certificate, dated and executed by an officer of Sellers, certifying to the non-Seller parties to resolutions of the Purchased Contracts (whichboards of directors of Sellers authorizing and approving the execution and delivery of this Agreement and the Transaction Documents, in and the aggregate, shall be consummation of the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliate)transactions contemplated hereby and thereby; and (mn) such further instruments and such other instruments of transfer in a form and substance satisfactory documents, as may be reasonably requested by Buyers to Buyer (or its designated Affiliate) necessary to transfer and vest in Buyer (or its designated Affiliate) all of consummate the Sellers’ right, title and interest in and to the Subject Assets in accordance with the terms of this Agreementtransactions contemplated hereby.

Closing Deliveries of Sellers. On At the Closing DateClosing, in exchange for Sellers shall deliver, or cause to be delivered, to the payment of applicable Buyer the Purchase Price and the assumption of the Assumed Liabilities, each of the Sellers, as applicable, shall execute and deliver the following to Buyerfollowing: (a) membership interest assignment agreements, transferring the Purchased Equity to Buyer, free and clear of any and all Liens, duly executed by Sellers; (b) the Escrow Agreement, duly executed by the Seller Representative and the Escrow Agent; (c) a certificate evidencing resolutions license agreement licensing certain Business Intellectual Property Rights from DDL to DDC, in the form attached hereto as Exhibit C (the “License Agreement”), duly executed by DDC; (d) the Transition Services Agreement, duly executed by Processors; (e) the IP Assignment, duly executed by DDC and DDL; (f) estoppel certificates, duly executed by the applicable Acquired Company and the landlords set forth on Section 9.2(f) of the Board Disclosure Letter in form and substance satisfactory to Buyer; and any required consents, duly executed by such landlords, as required under the leases for the Leased Real Property in connection with the Transactions; (g) an affidavit, in the form approved by the underwriting counsel of Directors the title company, from the applicable Acquired Companies that own the Owned Real Property for the issuance at Closing to Buyer of a non-imputation endorsement with respect to the title policy(ies) for the Owned Real Property that Buyer may choose to obtain with respect thereto; (h) good standing certificates for each Acquired Company organized or commensurate authorityincorporated in the United States from the jurisdiction in which such Acquired Company is incorporated or formed (as applicable) and each other jurisdiction in which such Acquired Company is qualified to do business as a foreign business entity, in each case dated not more than 15 days prior to the Closing Date; (i) certificates of the secretary or an assistant secretary or authorized officer or manager of Sellers and each Acquired Company dated the Closing Date, certifying (i) as to the incumbency and signatures of the officers or other Representatives of Sellers or such Acquired Company executing this Agreement and each of the SellersAncillary Agreements, certified by the Secretary or other appropriate officer or agent together with evidence of incumbency of such Sellersecretary or assistant secretary, (ii) that resolutions in the form attached to the certificate have been duly adopted by Sellers or such Acquired Company’s board of directors or managers and its shareholders or member(s), as applicable, authorizing the execution, delivery and performance of this Agreement and the other transaction documents; (b) a bxxx of sale to each Ancillary Agreements and the consummation of the Vessels in a form recordable in Transactions, and (iii) the country in which such Vessel is presently documented, duly notarially attested transferring such Vessel; (c) for each Seller’s Vessel, a current Abstract authenticity of Title or Certificate of Ownership and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners attached copies of the Vessel and stating that the Vessel is free from any registered Liens; (d) for each Seller’s Vessel, a counterpart executed by Seller Organizational Documents of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller to Buyer; (e) one Sellers or more bills of sale in the form of Exhibit C hereto for all of the other assets comprising a part of the Subject Assets; (f) an assignment and assumption agreement in the form of Exhibit D hereto; (g) duly executed assignments for the Patents, each substantially in the form attached hereto as Exhibit E; (h) a duly executed power of attorney in the form of Exhibit F hereto; (i) a certified copy of the Approval Ordersuch Acquired Company; (j) an affidavit of non-foreign status that complies with Section 1445 UCC-3 Financing Statements and other appropriate evidence of the Code (acknowledging termination of all Liens on any asset of any Acquired Company and certifying that the transactions contemplated hereby are exempt from withholding under Purchased Equity together with duly executed Payoff Letters evidencing the amount of payment necessary to terminate such section Liens and authorizing the filing of the Code); (k) any additional documents reasonably required by the appropriate Governmental Authority for the purpose of re-documenting Buyer’s ownership of the Vessels, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this Agreement; (l) evidence, in a form and substance satisfactory to the Buyer (or its designated Affiliate), of the payment, on or prior to the Closing Date, by the Sellers in respect of the Purchased Contracts the cure amount to the non-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliate); and (m) and such other instruments of transfer in a form and substance satisfactory to Buyer (or its designated Affiliate) necessary to transfer and vest in Buyer (or its designated Affiliate) all of the Sellers’ right, title and interest in and to the Subject Assets in accordance with the terms of this Agreement.UCC-3

Closing Deliveries of Sellers. On the Closing Date, in exchange for the payment of the Purchase Price and the assumption of the Assumed Liabilities, each of the Sellers, as applicable, shall execute and deliver the following to Buyer: (a) a certificate evidencing resolutions of the Board of Directors (or commensurate authority) of each of the Sellers, certified by the Secretary or other appropriate officer or agent of such Seller, duly authorizing the execution, delivery and performance of this Agreement and the other transaction documents; (b) a bxxx of sale to each of the Vessels in a form recordable in the country in which such Vessel is presently documented, duly notarially attested transferring such Vessel; (c) for each Seller’s Vesselof the Vessels, a current Abstract of Title or Certificate of Ownership and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners of the respective Vessel and stating that the respective Vessel is free from any registered Liens; (d) for each Seller’s Vesselof the Vessels, a counterpart executed by Seller of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the respective Vessel from the Seller to Buyer; (e) one or more bills of sale in the form of Exhibit C hereto for all of the other assets comprising a part of the Subject Assets; (f) an assignment and assumption agreement in the form of Exhibit D hereto; (g) duly executed assignments for the Patents, each substantially in the form attached hereto as Exhibit E; (h) a duly executed power of attorney in the form of Exhibit F hereto; (i) a certified copy of the Approval Order; (j) an affidavit of non-foreign status that complies with Section 1445 of the Code (acknowledging and certifying that the transactions contemplated hereby are exempt from withholding under such section of the Code); (k) any additional documents reasonably required by the appropriate Governmental Authority for the purpose of re-documenting Buyer’s ownership of the Vessels, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this Agreement; (l) evidence, in a form and substance satisfactory to the Buyer (or its designated Affiliate), of the payment, on or prior to the Closing Date, by the Sellers in respect of the Purchased Contracts the cure amount to the non-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliate); and (m) and such other instruments of transfer in a form and substance satisfactory to Buyer (or its designated Affiliate) necessary to transfer and vest in Buyer (or its designated Affiliate) all of the Sellers’ right, title and interest in and to the Subject Assets in accordance with the terms of this Agreement.

Closing Deliveries of Sellers. On At the Closing DateClosing, in exchange for Sellers shall deliver or cause to be delivered to Purchaser the payment of the Purchase Price and the assumption of the Assumed Liabilities, each of the Sellers, as applicable, shall execute and deliver the following to Buyerfollowing: (ai) a certificate evidencing resolutions of the Board of Directors (or commensurate authority) of each of the Sellers, certified by the Secretary or other appropriate officer or agent of such Seller, duly authorizing the execution, delivery and performance of this Agreement and the other transaction documents; (b) a bxxx of sale to each of the Vessels in a form recordable in the country in which such Vessel is presently documented, duly notarially attested transferring such Vessel; (c) for each Seller’s Vessel, a current Abstract of Title or Certificate of Ownership and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners of the Vessel and stating that the Vessel is free from any registered Liens; (d) for each Seller’s Vessel, a counterpart executed by Seller of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller to Buyer; (e) one or more bills of sale in the form of Exhibit C hereto for all of the other assets comprising a part of the Subject Assets; (f) an assignment and assumption agreement in the form of Exhibit D hereto; (g) duly executed assignments for the Patentscopy of a xxxx of sale, each substantially in the form attached hereto as Exhibit EA, providing for the transfer of tangible personal property included in the Transferred Assets (the “Xxxx of Sale”); (hii) a duly executed power copy of attorney an assignment and assumption agreement, substantially in the form attached hereto as Exhibit B, providing for the assignment of the Transferred Assets and the assumption of the Assumed Liabilities by the Purchaser (the “Assignment and Assumption Agreement”); (iii) duly executed assignment and assumption agreements, substantially in the form attached hereto as Exhibit C, with respect to each Assumed Real Property Lease (collectively, the “Real Property Lease Assignments”); (iv) duly executed instruments of assignment substantially in the form of Exhibit F heretoD attached hereto for any and all of the Seller Intellectual Property transferred or assigned hereby (collectively, the “Intellectual Property Assignments”); (iv) duly executed copies of any other Ancillary Agreements; (vi) a certificate from each Seller establishing that the transfer of any Transferred Asset that is a United States real property interest within the meaning of Section 897(c) of the Code is exempt from withholding under Section 1445 of the Code, in a form reasonably acceptable to Purchaser (the “FIRPTA Certificate”); (vii) the certificate described in Section 6.3(d); (viii) a certified copy of the Approval Order; (jix) an affidavit of non-foreign status that complies with Section 1445 a certified copy of the Code (acknowledging and certifying that the transactions contemplated hereby are exempt from withholding under such section of the Code)Admiralty Court Order; (kx) any additional documents reasonably required by the appropriate Governmental Authority for the purpose of re-documenting Buyer’s ownership duly executed copies of the Vessels, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this Agreementjoint election referred to in Section 1.7; (lxi) evidence, a Joint Written Direction (as defined in a form and substance satisfactory the Escrow Agreement) instructing the Escrow Agent to release the Good Faith Deposit to the Buyer Sellers, duly executed by the Sellers; (or its designated Affiliate), xii) stock powers duly executed in blank by Premier effectuating the transfer of the paymentRMST Shares, on or prior free and clear of all Liens and Claims, to the Closing Date, by the Sellers in respect Purchaser; (xiii) counterparts of the Purchased Contracts Deeds, duly executed by Sellers, RMST or their relevant Affiliate; (xiv) the cure amount to the non-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliatecertificate required by Section 5.19(b); and (mxv) such other deeds, bills of sale, assignments and such other instruments of transfer in a form and substance satisfactory to Buyer (or its designated Affiliate) conveyance as Purchaser may reasonably request or as may otherwise be necessary to transfer evidence and vest in Buyer (or its designated Affiliate) all effect the sale, assignment, transfer, conveyance and delivery of the Sellers’ right, title Transferred Assets to Purchaser and interest in and to the Subject Assets in accordance with the terms assumption of this AgreementAssumed Liabilities by Purchaser.

Closing Deliveries of Sellers. On At the Closing DateClosing, in exchange for the payment of the Purchase Price and the assumption of the Assumed LiabilitiesSellers shall deliver, each of the Sellersor cause to be delivered, as applicable, shall execute and deliver the following to Buyer: (a) a certificate evidencing resolutions xxxx of sale and assignment in a form mutually acceptable to the Board parties (the “Xxxx of Directors (or commensurate authority) of each of the Sellers, certified by the Secretary or other appropriate officer or agent of such SellerSale”), duly authorizing the execution, delivery and performance of this Agreement and the other transaction documentsexecuted by each Seller; (b) a bxxx of sale to each of the Vessels in a form recordable in the country in which such Vessel is presently documented, duly notarially attested transferring such Vessel; (c) for each Seller’s Vessel, a current Abstract of Title or Certificate of Ownership and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners of the Vessel and stating that the Vessel is free from any registered Liens; (d) for each Seller’s Vessel, a counterpart executed by Seller of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller to Buyer; (e) one or more bills of sale in the form of Exhibit C hereto for all of the other assets comprising a part of the Subject Assets; (f) an assignment and assumption agreement in a form mutually acceptable to the parties (the “Assignment and Assumption Agreement”), duly executed by each Seller; (c) with respect to each of the Charlotte Parcels and the Xxxxxxx Parcel, a warranty deed in a form mutually acceptable to the parties conveying title which is free and clear of Exhibit D heretoall Liens and encumbrances other than Permitted Liens, duly executed and notarized by Seller that is the owner of such Real Property; (d) assignments of all of the issued and outstanding membership interests in Xxxxx Holding, LLC and Detroit Truck Manufacturing, LLC (each, an “Assignment of Membership Interest”), each duly executed by the Company; (e) a certificate of good standing of SMI and each of the Company Parties as of the most recent practicable date from the Secretary of State of their respective states of incorporation or formation; (f) a non-foreign person affidavit that complies with the requirements of §1445 of the Code from, and executed by, each Seller; (g) the Flow of Funds Memo, duly executed assignments for the Patents, by each substantially in the form attached hereto as Exhibit ESeller; (h) a the Transition Services Agreement, duly executed power of attorney in the form of Exhibit F heretoby each Seller; (i) a certified copy of the Approval OrderLicense Agreement, duly executed by the Company; (j) an affidavit duly executed resignations of non-foreign status that complies with Section 1445 those managers and officers of the Code (acknowledging and certifying that the transactions contemplated hereby Subsidiaries set forth on Schedule 5.1(j), which resignations are exempt from withholding under such section effective as of the Code)Closing; (k) any additional documents reasonably required the Easements, each duly executed by the appropriate Governmental Authority for the purpose of re-documenting Buyer’s ownership of the Vessels, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this AgreementSMI; (l) evidenceSeller’s affidavit required by the Title Insurers stating that there are no outstanding, in a form and substance satisfactory unsatisfied judgments, tax liens or bankruptcies against or involving Sellers or the applicable parcel of Owned Real Property, that there has been no skill, labor or material furnished to the Buyer applicable parcel of Owned Real Property at the request of Sellers for which mechanics’ liens could be filed, and that there are no other unrecorded interests in the applicable parcel of Owned Real Property known to Sellers; (or its designated Affiliate)m) the Dyno Lease, of the payment, on or prior to the Closing Date, duly executed by the Sellers in respect of the Purchased Contracts the cure amount to the non-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliate)Company; and (mn) and such other documents and instruments as may be reasonably requested by Buyer or the Title Insurers in order to consummate the transactions set forth in this Agreement. Any agreement or document to be delivered to Buyer pursuant to this Section 5.1, the form of transfer which is not attached to this Agreement as an exhibit, shall be in a form and substance reasonably satisfactory to Buyer (or its designated Affiliate) necessary to transfer and vest in Buyer (or its designated Affiliate) all of the Sellers’ right, title and interest in and to the Subject Assets in accordance with the terms of this AgreementBuyer.

Closing Deliveries of Sellers. On At the Closing DateClosing, Sellers shall deliver, or shall cause to be delivered, to Buyer the following: One or more certificates representing all of the Shares, duly executed in blank or accompanied by stock powers duly executed in blank, in exchange proper form for the payment transfer, with all appropriate stock transfer tax stamps affixed; all Records of the Purchase Price Companies and their Subsidiaries to the assumption extent not located at the offices of the Assumed Liabilities, each Companies or their Subsidiaries; Certificates of the Sellers, as applicable, shall execute and deliver the following to Buyer: (a) a certificate evidencing resolutions of the Board of Directors (or commensurate authority) Good Standing of each of the Sellers, certified by the Secretary or other appropriate officer or agent of such Seller, duly authorizing the execution, delivery Companies and performance of this Agreement and the other transaction documents; their Subsidiaries (b) a bxxx of sale to each of the Vessels in a form recordable in the country in which such Vessel is presently documented, duly notarially attested transferring such Vessel; (c) for each Seller’s Vessel, a current Abstract of Title or Certificate of Ownership and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners Authority in such entity's state of the Vessel incorporation and stating that the Vessel is free from any registered Liens; (d) for in each Seller’s Vessel, jurisdiction where qualified to conduct business as a counterpart executed by Seller of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller to Buyer; (e) one or more bills of sale in the form of Exhibit C hereto for all of the other assets comprising a part of the Subject Assets; (f) an assignment and assumption agreement in the form of Exhibit D hereto; (g) duly executed assignments for the Patents, each substantially in the form attached hereto as Exhibit E; (h) a duly executed power of attorney in the form of Exhibit F hereto; (i) a certified copy of the Approval Order; (j) an affidavit of non-foreign status that complies with Section 1445 of the Code (acknowledging and certifying that the transactions contemplated hereby are exempt from withholding under such section of the Code); (k) any additional documents reasonably required by the appropriate Governmental Authority for the purpose of re-documenting Buyer’s ownership of the Vessels, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this Agreement; (l) evidence, in a form and substance satisfactory to the Buyer (or its designated Affiliatebusiness entity), dated as of the payment, on or a date not earlier than ten (10) days prior to the Closing Date, together with certified copies of the articles or certificates of incorporation of each Company and each of its Subsidiaries; a certificate of the Secretary or an Assistant Secretary of each Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying: (i) the bylaws of each Company and each of its Subsidiaries; (ii) the resolutions of the board of directors and, if required by law, the shareholders of each Seller, authorizing and approving the execution, delivery, and performance of this Agreement, and the transactions contemplated hereby; and (iii) the incumbency and signature of the officer of each Seller executing this Agreement; a certificate executed by a duly authorized officer of each Seller, dated the Closing Date, certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; an opinion of United States counsel to Sellers in respect substantially the form set forth in Exhibit B-1; an opinion of Canadian counsel to Sellers in substantially the form set forth in Exhibit B-2; the resignations of the Purchased Contracts directors of each Company and its Subsidiaries listed in Schedule 7.2(g); evidence that all consents, waivers or approvals required in this Agreement to be obtained by each Seller or the cure amount Companies pursuant to Section 8.3(b), 8.3(c), 8.3(d) and 8.3(e) with respect to the non-Seller parties to consummation of the Purchased Contracts transactions contemplated by this Agreement have been obtained; a certification from each Company, dated no more than thirty (which, in the aggregate, shall be the Cure Amount), with such payment being made 30) days prior to the assignment Closing Date, and signed by an appropriate officer of each Company, that each Company is not, and has not been at any time during the five (5) years preceding such Purchased Contracts from certification, a United States real property holding corporation, as defined in Section 897(c)(2) of the Code; the Employment Arrangements, duly executed by each of Xxxxx X. Xxxxxxx, B. Xxxxxxx Xxxxxxx, and Xxxx Xxxxxx; and evidence of (A) the release of all liens by Comerica Bank and Trilon Bancorp on the assets of the Companies and their Subsidiaries and (B) the release by Comerica Bank and Trilon Bancorp of the guarantee obligations of the Companies and their Subsidiaries with respect to the indebtedness of Sellers to Buyer (or its designated Affiliate); and (m) and each such other instruments of transfer in a form and substance satisfactory to Buyer (or its designated Affiliate) necessary to transfer and vest in Buyer (or its designated Affiliate) all of the Sellers’ right, title and interest in and to the Subject Assets in accordance with the terms of this Agreementbank.

Closing Deliveries of Sellers. On At or prior to the Closing DateClosing, in exchange for Sellers shall deliver, or caused to be delivered, to Buyer the payment of the Purchase Price and the assumption of the Assumed Liabilities, each of the Sellers, as applicable, shall execute and deliver the following to Buyerfollowing: (a) a certificate evidencing resolutions executed by the chief executive officer of the Board Company on behalf of Directors (or commensurate authority) the Company to the effect that, as of the Closing, each of the Sellersconditions set forth in Section 9.1(a) (as it applies to the Company), certified by Section 9.1(b) (as it applies to the Secretary or other appropriate officer or agent of such SellerCompany), duly authorizing and Section 9.2 (as it applies to the execution, delivery and performance of this Agreement and the other transaction documentsCompany) has been satisfied; (b) a bxxx certificate executed by the Seller Representative (on behalf of sale each Seller and Additional Seller) to the effect that, as of the Closing, each of the Vessels conditions set forth in a form recordable in the country in which Section 9.1(a) (as it applies to such Vessel is presently documented, duly notarially attested transferring Seller or Additional Seller) and Section 9.1(b) (as it applies to such VesselSeller) has been satisfied; (c) for each Seller’s Vesselthe Escrow Agreement, a current Abstract of Title or Certificate of Ownership duly executed and Encumbrances issued delivered by the appropriate Governmental Authorities showing Seller Representative and the current record owners of the Vessel and stating that the Vessel is free from any registered LiensEscrow Agent; (d) for each Seller’s Vesselother Ancillary Agreement, a counterpart duly executed and delivered by each Seller of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller to BuyerRepresentative (in each case, if party thereto), in the form agreed by the parties and attached as an Exhibit hereto (if applicable); (e) one or more bills of sale in the form of Exhibit C hereto for all a certificate of the secretary or other assets comprising a part officer of the Subject AssetsCompany in customary form, dated as of the Closing Date, as to (i) no amendments to the Company Organizational Documents and (ii) the actions taken by the Board of Managers of the Company to authorize this Agreement and each Ancillary Agreement to which the Company may be party or subject, and the other transactions contemplated thereby, copies of which actions shall be attached to such certificate; (f) an assignment and assumption agreement in resignations, dated the form Closing Date, of Exhibit D heretoeach member of the Board of Managers of each of the Company Members and, to the extent requested by Buyer, each officer of a Company Member, effective at or prior to the Closing; (g) duly executed assignments for the Patents, each substantially in the form attached hereto as Exhibit EInitial Closing Statement and any supporting documentation required to be delivered to Buyer pursuant to Section 2.2(b); (h) a properly completed and duly executed power IRS Form W-9 from each Seller and Additional Seller and a statement dated as of attorney in the form Closing Date that meets the requirements of Exhibit F heretoTreasury Regulations Section 1.1445-2(b)(2) and Section 1446(f) of the Code from each Person that is treated as an owner of Acquired Units for federal income Tax purposes; (i) a certified copy an assignment of the Approval Order;Acquired Units executed and delivered by each Seller and Additional Seller, in customary form; and (j) an affidavit of non-foreign status that complies with Section 1445 of the Code (acknowledging and certifying that the transactions contemplated hereby are exempt from withholding under such section of the Code); (k) any additional documents reasonably required by the appropriate Governmental Authority for the purpose of re-documenting Buyer’s ownership of the Vessels, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this Agreement; (l) evidencepayoff letters, in a form and substance satisfactory to the Buyer (or its designated Affiliate)customary form, of the payment, on or prior to the Closing Date, by the Sellers in respect of the Purchased Contracts Company Debt being repaid at the cure amount to the non-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliate); and (m) and such other instruments of transfer in a form and substance satisfactory to Buyer (or its designated Affiliate) necessary to transfer and vest in Buyer (or its designated Affiliate) all of the Sellers’ right, title and interest in and to the Subject Assets in accordance with the terms of this AgreementClosing.

Closing Deliveries of Sellers. On Simultaneous to the Closing Dateexecution of this Agreement, in exchange for Sellers shall deliver to Buyer the payment of the Purchase Price and the assumption of the Assumed Liabilities, each of the Sellers, as applicable, shall execute and deliver the following to Buyerfollowing: (a) a certificate Stock certificates evidencing resolutions of the Board of Directors Shares (or commensurate authority) affidavits of each of the Sellers, certified by the Secretary or other appropriate officer or agent of such Seller, duly authorizing the execution, delivery and performance of this Agreement and the other transaction documents; (b) a bxxx of sale to each of the Vessels lost stock certificates in a form recordable in the country in which such Vessel is presently documented, duly notarially attested transferring such Vessel; (c) for each Seller’s Vessel, a current Abstract of Title or Certificate of Ownership and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners of the Vessel and stating that the Vessel is free from any registered Liens; (d) for each Seller’s Vessel, a counterpart executed by Seller of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller acceptable to Buyer; (e) one or more bills of sale in the form of Exhibit C hereto for all of the other assets comprising a part of the Subject Assets; (f) an assignment and assumption agreement in the form of Exhibit D hereto; (g) duly executed assignments for the Patents, each substantially in the form attached hereto as Exhibit E; (h) a duly executed power of attorney in the form of Exhibit F hereto; (i) a certified copy of the Approval Order; (j) an affidavit of non-foreign status that complies with Section 1445 of the Code (acknowledging and certifying that the transactions contemplated hereby are exempt from withholding under such section of the Code); (k) any additional documents reasonably required by the appropriate Governmental Authority for the purpose of re-documenting Buyer’s ownership of the Vessels, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this Agreement; (l) evidence, in a form and substance satisfactory to the Buyer (or its designated Affiliate), of the payment, on or prior to the Closing Date, by the Sellers in respect of the Purchased Contracts the cure amount to the non-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Affiliate); and (m) and such stock powers and other instruments of transfer in a form and substance satisfactory as are necessary or reasonably desirable to Buyer (or its designated Affiliate) necessary to transfer and vest in Buyer (or its designated Affiliate) all of the Sellers’ right, title and interest in and to the Subject Assets in accordance Shares; (b) all of the documents, Related Agreements, instruments and opinions required to be delivered by Sellers to Buyer under this Agreement; (c) A list certified by an officer of the Company setting forth the names of all of the officers and directors of the Company; (d) The minute books, stock ledgers and other similar corporate records of the Company; (e) Copies of the final tax returns of Metropolitan Home Care Services, Inc., Metropolitan Respirator Service of New Jersey, Inc. and Home Diagnostic Services, Inc and an undertaking to promptly file such returns and to file with the terms appropriate Secretary of this AgreementState Certificates of Dissolution for such corporations as soon as practicable, or an undertaking to provide such copies as soon as possible, if not available at the closing. Certified copies of such Certificates of Dissolution will be delivered by Sellers to Buyer promptly after being obtained by Sellers; (f) The opinion of Xxxxxxx & Xxxxx, counsel for the Company, dated the Closing Date, reasonably satisfactory in form and substance to Buyer; (g) Each of the Related Agreements to which Sellers are a party, duly executed and delivered by Sellers; (h) All documents and instruments required to effect the change of control over the Company's bank accounts, money market accounts and safe deposit box to Buyer; (i) A copy of the Company's liability insurance policy in effect as of the date hereof and satisfactory evidence of the payment of all premiums due thereon through the date hereof, which insurance provides coverage for the Company of at least $1,000,000.00 for personal injury and/or property damage resulting from the Company's products and related services sold, leased or distributed prior to the date hereof; (j) Investor suitability letters in the form attached hereto as Exhibit 6.2(j); (k) The March 31 Compilation; (l) Certificates of accreditation issued by the JCAHO, and copies of the most recent JCAHO accreditation survey report, including a list of deficiencies, if any, and (m) Certified copies of the Company's Certificate of Incorporation and By-Laws.