Common use of Closing Deliveries of Sellers Clause in Contracts

Closing Deliveries of Sellers. At the Closing, Sellers shall deliver, or cause to be delivered, to Purchaser the following: 49 (a) possession of the tangible Purchased Assets; (b) certificates executed by an authorized executive officer of each of the Sellers as to compliance by such Party with the conditions set forth in Sections 7.2(a) and (b); (c) a Xxxx of Sale in substantially the same form as attached hereto as Exhibit 8.1(c)(i), an Assignment and Assumption Agreement, in substantially the same form as attached hereto as Exhibit 8.1(c)(ii) (the “Assignment and Assumption Agreements”), a Federal Trademark Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(iii) (the “Federal Trademark Assignment”),a State Trademark Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(iv) (the “State Trademark Assignment” and together with the Federal Trademark Assignment, the “Trademark Assignments”), a Patent Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(v) (the “Patent Assignment”), a Copyright Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(vi) (the “Copyright Assignment”) and vehicle certificates of title, duly executed as of the Closing Date by Sellers (or, with respect to the Trademark Assignments, Patent Assignment and Copyright Assignment, Centex); (d) with respect to each of the Sellers, a copy, certified by the Secretary or any Assistant Secretary of such Party, of (i) the Organizational Documents of such Party, and (ii) the resolutions described in Section 4.2, authorizing the transactions contemplated hereby and by the Seller Ancillary Documents and the execution, delivery and performance by such Party of this Agreement and the Seller Ancillary Documents, as applicable, and an incumbency certificate with respect to officers executing documents or instruments on behalf of such Party; (e) with respect to each of the Affiliates of Sellers that is a party to any of the Seller Ancillary Documents or the Centex Guaranty, a copy, certified by the Secretary or any Assistant Secretary of such Affiliate, of (i) the Organizational Documents of such Affiliate, and (ii) the resolutions authorizing the transactions contemplated by the Seller Ancillary Documents to which such Affiliate is a party and, if applicable, the Centex Guaranty, and the execution, delivery and performance by such Affiliate of such Seller Ancillary Documents and, if applicable, the Centex Guaranty, and an incumbency certificate with respect to officers executing documents or instruments on behalf of such Affiliate; (f) the Indemnity Escrow Agreement, duly executed by Sellers; (g) five (5) year Noncompetition Agreements, each in substantially the form attached as Exhibit 8.1(g), duly executed by each of the Sellers and Centex (the “Noncompetition Agreements”); (h) the Transition Services Agreement, substantially in the form attached as Exhibit 8.1(h), duly executed by Centex Service Company LLC (the “Transition Services Agreement”); (i) the Support Agreement, substantially in the form attached as Exhibit 8.1(i), duly executed by Centex Homes (the “Support Agreement”); 50 (j) the Guaranty Agreement, substantially in the form attached as Exhibit 8.1(j), duly executed by Centex (the “Centex Guaranty”); (k) the Employee Leasing Agreement, substantially in the form attached as Exhibit 8.1(k), duly executed by Sellers (the “Employee Leasing Agreement”); (l) the Facility Operating Agreement, substantially in the form attached as Exhibit 8.1(l), duly executed by Sellers (the “Facility Operating Agreement”). (m) a termination, in form and substance reasonably acceptable to Purchaser, of that certain Amended and Restated Patent and Trademark License Agreement, dated as of April 1, 2004 by and between HTPD LLC and Centex; (n) a good standing certificate as to each of the Sellers, issued by the Secretary of State of the State of its incorporation or organization; and (o) non-foreign affidavits, 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 Code, stating that each Seller is not a “foreign person” as defined in Section 1445 of the Code. 8.2

Closing Deliveries of Sellers. At the Closing, Sellers shall deliverhave executed and/or delivered to Buyer: (i) a bxxx of sale conveying title in the Acquired Assets to Buyer, in form and substance, reasonably satisfactory to Buyer and its counsel; (ii) the Subcontract Agreement; (iii) an affidavit, under penalties of perjury, from each of ALSS and ALG that it is not a “foreign person” within the meaning of Code §1445 and the Treasury Regulations in form and substance reasonably acceptable to Buyer; (iv) copies of all of Sellers’ books and records of any kind or cause nature related to be delivered, the Acquired Assets; (v) copies of all consents and approvals of any Person necessary to Purchaser the following: 49 (a) possession consummation of the tangible Purchased Assets; Closing, including, without limitation, consents identified on Schedule 3.2 and other consents and approvals from parties to loans, Contracts, leases or other agreements and consents and approvals from Governmental Entities; (b) certificates executed by an authorized executive officer of each of the Sellers as to compliance by such Party with the conditions set forth in Sections 7.2(a) and (b); (cvi) a Xxxx of Sale Transition Services Agreement in substantially the same form as attached hereto as Exhibit 8.1(c)(i), an Assignment and Assumption Agreement, in substantially the same form as attached hereto as Exhibit 8.1(c)(ii) (the “Assignment and Assumption Agreements”), a Federal Trademark Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(iii) (the “Federal Trademark Assignment”),a State Trademark Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(iv) (the “State Trademark Assignment” and together with the Federal Trademark Assignment, the “Trademark Assignments”), a Patent Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(v) (the “Patent Assignment”), a Copyright Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(vi) (the “Copyright Assignment”) and vehicle certificates of title, duly executed as of the Closing Date by Sellers (or, with respect to the Trademark Assignments, Patent Assignment and Copyright Assignment, Centex); (d) with respect to each of the Sellers, a copy, certified by the Secretary or any Assistant Secretary of such Party, of (i) the Organizational Documents of such Party, and (ii) the resolutions described in Section 4.2, authorizing the transactions contemplated hereby and by the Seller Ancillary Documents and the execution, delivery and performance by such Party of this Agreement and the Seller Ancillary Documents, as applicable, and an incumbency certificate with respect to officers executing documents or instruments on behalf of such Party; (e) with respect to each of the Affiliates of Sellers that is a party to any of the Seller Ancillary Documents or the Centex Guaranty, a copy, certified by the Secretary or any Assistant Secretary of such Affiliate, of (i) the Organizational Documents of such Affiliate, and (ii) the resolutions authorizing the transactions contemplated by the Seller Ancillary Documents to which such Affiliate is a party and, if applicable, the Centex Guaranty, and the execution, delivery and performance by such Affiliate of such Seller Ancillary Documents and, if applicable, the Centex Guaranty, and an incumbency certificate with respect to officers executing documents or instruments on behalf of such Affiliate; (f) the Indemnity Escrow Agreement, duly executed by Sellers; (g) five (5) year Noncompetition Agreements, each in substantially the form attached as Exhibit 8.1(g), duly executed by each of the Sellers and Centex (the “Noncompetition Agreements”); (h) the Transition Services Agreement, substantially in the form attached as Exhibit 8.1(h), duly executed by Centex Service Company LLC A (the “Transition Services Agreement”); ; (ivii) the Support a Supply Agreement, substantially in the form attached hereto as Exhibit 8.1(i), duly executed by Centex Homes B (the “Support Supply Agreement”); 50 ; (jviii) an amendment to the Guaranty Settlement Agreement, substantially in the form attached hereto as Exhibit 8.1(j), duly executed by Centex C (the “Centex GuarantyAmendment”); (ix) certified copies of the resolutions of the boards of directors of Sellers authorizing and approving the transactions contemplated by this Agreement and the other Transaction Documents; and (kx) the Employee Leasing Agreement, substantially in the form attached as Exhibit 8.1(k), duly executed by Sellers (the “Employee Leasing Agreement”); (l) the Facility Operating Agreement, substantially in the form attached as Exhibit 8.1(l), duly executed by Sellers (the “Facility Operating Agreement”). (m) a terminationsuch other documents and instruments, in form and substance substance, reasonably acceptable satisfactory to PurchaserBuyer and its counsel, of that certain Amended as are necessary to vest in Buyer good and Restated Patent marketable title in and Trademark License Agreement, dated as of April 1, 2004 by and between HTPD LLC and Centex; (n) a good standing certificate as to each of the Sellers, issued by Acquired Assets in accordance with the Secretary of State of the State of its incorporation or organization; and (o) non-foreign affidavits, 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 Code, stating that each Seller is not a “foreign person” as defined in Section 1445 of the Code. 8.2provisions hereof.

Closing Deliveries of Sellers. At the Closing, Sellers shall deliver, or cause to be delivered, to Purchaser the following: 49 : (a) possession of the tangible Purchased Assets; ; (b) certificates executed by an authorized executive officer of each of the Sellers as to compliance by such Party with the conditions set forth in Sections 7.2(a) and (b); ; (c) a Xxxx of Sale in substantially the same form as attached hereto as Exhibit 8.1(c)(i), an Assignment and Assumption Agreement, in substantially the same form as attached hereto as Exhibit 8.1(c)(ii) (the “Assignment and Assumption Agreements”), a Federal Trademark Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(iii) (the “Federal Trademark Assignment”),a State Trademark Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(iv) (the “State Trademark Assignment” and together with the Federal Trademark Assignment, the “Trademark Assignments”), a Patent Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(v) (the “Patent Assignment”), a Copyright Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(vi) (the “Copyright Assignment”) and vehicle certificates of title, duly executed as of the Closing Date by Sellers (or, with respect to the Trademark Assignments, Patent Assignment and Copyright Assignment, Centex); ; (d) with respect to each of the Sellers, a copy, certified by the Secretary or any Assistant Secretary of such Party, of (i) the Organizational Documents of such Party, and (ii) the resolutions described in Section 4.2, authorizing the transactions contemplated hereby and by the Seller Ancillary Documents and the execution, delivery and performance by such Party of this Agreement and the Seller Ancillary Documents, as applicable, and an incumbency certificate with respect to officers executing documents or instruments on behalf of such Party; ; (e) with respect to each of the Affiliates of Sellers that is a party to any of the Seller Ancillary Documents or the Centex Guaranty, a copy, certified by the Secretary or any Assistant Secretary of such Affiliate, of (i) the Organizational Documents of such Affiliate, and (ii) the resolutions authorizing the transactions contemplated by the Seller Ancillary Documents to which such Affiliate is a party and, if applicable, the Centex Guaranty, and the execution, delivery and performance by such Affiliate of such Seller Ancillary Documents and, if applicable, the Centex Guaranty, and an incumbency certificate with respect to officers executing documents or instruments on behalf of such Affiliate; ; (f) the Indemnity Escrow Agreement, duly executed by Sellers; ; (g) five (5) year Noncompetition Agreements, each in substantially the form attached as Exhibit 8.1(g), duly executed by each of the Sellers and Centex (the “Noncompetition Agreements”); ; (h) the Transition Services Agreement, substantially in the form attached as Exhibit 8.1(h), duly executed by Centex Service Company LLC (the “Transition Services Agreement”); ; (i) the Support Agreement, substantially in the form attached as Exhibit 8.1(i), duly executed by Centex Homes (the “Support Agreement”); 50 ; (j) the Guaranty Agreement, substantially in the form attached as Exhibit 8.1(j), duly executed by Centex (the “Centex Guaranty”); ; (k) the Employee Leasing Agreement, substantially in the form attached as Exhibit 8.1(k), duly executed by Sellers (the “Employee Leasing Agreement”); ; (l) the Facility Operating Agreement, substantially in the form attached as Exhibit 8.1(l), duly executed by Sellers (the “Facility Operating Agreement”). . (m) a termination, in form and substance reasonably acceptable to Purchaser, of that certain Amended and Restated Patent and Trademark License Agreement, dated as of April 1, 2004 by and between HTPD LLC and Centex; ; (n) a good standing certificate as to each of the Sellers, issued by the Secretary of State of the State of its incorporation or organization; and and (o) non-foreign affidavits, 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 Code, stating that each Seller is not a “foreign person” as defined in Section 1445 of the Code. 8.2.

Closing Deliveries of Sellers. At the Closing, Sellers shall deliver, or cause to be delivered, to Purchaser the following: 49 : (a) possession of the tangible Purchased Assets; ; (b) certificates executed by an authorized executive officer of each of the Sellers as to compliance by such Party with the conditions set forth in Sections 7.2(a) and (b); ; (c) a Xxxx of Sale in substantially the same form as attached hereto as Exhibit 8.1(c)(i), an Assignment and Assumption Agreement, in substantially the same form as attached hereto as Exhibit 8.1(c)(ii) (the “Assignment and Assumption Agreements”), a Federal Trademark Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(iii) (the “Federal Trademark Assignment”),a State Trademark Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(iv) (the “State Trademark Assignment” and together with the Federal Trademark Assignment, the “Trademark Assignments”), a Patent Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(v) (the “Patent Assignment”), a Copyright Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(vi) (the “Copyright Assignment”) and vehicle certificates of title, duly executed as of the Closing Date by Sellers (or, with respect to the Trademark Assignments, Patent Assignment and Copyright Assignment, Centex); ; (d) with respect to each of the Sellers, a copy, certified by the Secretary or any Assistant Secretary of such Party, of (i) the Organizational Documents of such Party, and (ii) the resolutions described in Section 4.2, authorizing the transactions contemplated hereby and by the Seller Ancillary Documents and the execution, delivery and performance by such Party of this Agreement and the Seller Ancillary Documents, as applicable, and an incumbency certificate with respect to officers executing documents or instruments on behalf of such Party; (e) with respect to each of the Affiliates of Sellers that is a party to any of the Seller Ancillary Documents or the Centex Guaranty, a copy, certified by the Secretary or any Assistant Secretary of such Affiliate, of (i) the Organizational Documents of such Affiliate, and (ii) the resolutions authorizing the transactions contemplated by the Seller Ancillary Documents to which such Affiliate is a party and, if applicable, the Centex Guaranty, and the execution, delivery and performance by such Affiliate of such Seller Ancillary Documents and, if applicable, the Centex Guaranty, and an incumbency certificate with respect to officers executing documents or instruments on behalf of such Affiliate; (f) the Indemnity Escrow Agreement, duly executed by Sellers; (g) five (5) year Noncompetition Agreements, each in substantially the form attached as Exhibit 8.1(g), duly executed by each of the Sellers and Centex (the “Noncompetition Agreements”); (h) the Transition Services Agreement, substantially in the form attached as Exhibit 8.1(h), duly executed by Centex Service Company LLC (the “Transition Services Agreement”); (i) the Support Agreement, substantially in the form attached as Exhibit 8.1(i), duly executed by Centex Homes (the “Support Agreement”); 50 (j) the Guaranty Agreement, substantially in the form attached as Exhibit 8.1(j), duly executed by Centex (the “Centex Guaranty”); (k) the Employee Leasing Agreement, substantially in the form attached as Exhibit 8.1(k), duly executed by Sellers (the “Employee Leasing Agreement”); (l) the Facility Operating Agreement, substantially in the form attached as Exhibit 8.1(l), duly executed by Sellers (the “Facility Operating Agreement”). (m) a termination, in form and substance reasonably acceptable to Purchaser, of that certain Amended and Restated Patent and Trademark License Agreement, dated as of April 1, 2004 by and between HTPD LLC and Centex; (n) a good standing certificate as to each of the Sellers, issued by the Secretary of State of the State of its incorporation or organization; and (o) non-foreign affidavits, 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 Code, stating that each Seller is not a “foreign person” as defined in Section 1445 of the Code. 8.2;

Closing Deliveries of Sellers. At or prior to the Closing, Xxxx and the Sellers shall deliver, or cause caused to be delivered, to Purchaser Buyer the following: 49 : (a) possession of the tangible Purchased Assets; (b) certificates a certificate executed by an authorized the respective chief executive officer of each of the Sellers Company Members on behalf of the applicable Company Member to the effect that, as to compliance by such Party with of the Closing, each of the conditions set forth in Sections 7.2(aSection 8.1(a) (as it applies to such Company Member), Section 8.1(b) (as it applies to such Company Member) and Section 8.2 (as it applies to such Company Member) has been satisfied; (b); ) a certificate executed by Xxxx and the Sellers to the effect that, as of the Closing, each of the conditions set forth in Section 8.1(a) (as it applies to Xxxx or the Sellers) and Section 8.1(b) (as it applies to Xxxx or the Sellers) has been satisfied; (c) a Xxxx of Sale in substantially the same form as attached hereto as Exhibit 8.1(c)(i)evidence, an Assignment and Assumption Agreementreasonably satisfactory to Buyer, in substantially the same form as attached hereto as Exhibit 8.1(c)(ii) (the “Assignment and Assumption Agreements”), a Federal Trademark Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(iii) (the “Federal Trademark Assignment”),a State Trademark Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(iv) (the “State Trademark Assignment” and together with the Federal Trademark Assignment, the “Trademark Assignments”), a Patent Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(v) (the “Patent Assignment”), a Copyright Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(vi) (the “Copyright Assignment”) and vehicle certificates of title, duly executed as of the Closing Date by Sellers (or, with respect to the Trademark Assignments, Patent Assignment and Copyright Assignment, Centex); (d) with respect to each closing of the Sellers, a copy, certified by the Secretary or any Assistant Secretary of such Party, of (i) the Organizational Documents of such Party, and (ii) the resolutions described in Section 4.2, authorizing the transactions contemplated hereby and by the Seller Ancillary Documents and the execution, delivery and performance by such Party of this Agreement and the Seller Ancillary Documents, as applicable, and an incumbency certificate with respect to officers executing documents or instruments on behalf of such Party; (e) with respect to each of the Affiliates of Sellers that is a party to any of the Seller Ancillary Documents or the Centex Guaranty, a copy, certified by the Secretary or any Assistant Secretary of such Affiliate, of (i) the Organizational Documents of such Affiliate, and (ii) the resolutions authorizing the transactions contemplated by the Seller Ancillary Documents Xxxxxxx Buyout Agreement and of the termination of any security agreements or interests issued in connection thereto; (d) each of the PPP Escrow Agreements, each in form and substance reasonably satisfactory to which such Affiliate is a party andthe Buyer, if applicableduly executed and delivered by [Xxxx], the Centex Guaranty, lenders under each of the PPP Loans and the executionPPP Escrow Agent; (e) the Operating Agreements, delivery duly executed and performance delivered by such Affiliate of such Seller Ancillary Documents and, if applicable, Xxxx and the Centex Guaranty, and an incumbency certificate with respect to officers executing documents or instruments on behalf of such Affiliate; Sellers; (f) the Indemnity Escrow Agreement, duly executed and delivered by Sellers; Xxxx, the Sellers and the Escrow Agent; (g) five (5) year Noncompetition Agreements, each in substantially the form attached as Exhibit 8.1(g)other Ancillary Agreement, duly executed and delivered by Xxxx and the Sellers (if party thereto), in the form agreed by the Parties and attached as an Exhibit hereto (if applicable); (h) a certificate of the secretary or other officer of each of the Sellers and Centex (the “Noncompetition Agreements”); (h) the Transition Services Agreement, substantially Company Members in the form attached as Exhibit 8.1(h), duly executed by Centex Service Company LLC (the “Transition Services Agreement”); (i) the Support Agreement, substantially in the form attached as Exhibit 8.1(i), duly executed by Centex Homes (the “Support Agreement”); 50 (j) the Guaranty Agreement, substantially in the form attached as Exhibit 8.1(j), duly executed by Centex (the “Centex Guaranty”); (k) the Employee Leasing Agreement, substantially in the form attached as Exhibit 8.1(k), duly executed by Sellers (the “Employee Leasing Agreement”); (l) the Facility Operating Agreement, substantially in the form attached as Exhibit 8.1(l), duly executed by Sellers (the “Facility Operating Agreement”). (m) a termination, in form and substance reasonably acceptable to Purchaser, of that certain Amended and Restated Patent and Trademark License Agreement, dated as of April 1, 2004 by and between HTPD LLC and Centex; (n) a good standing certificate as to each of the Sellers, issued by the Secretary of State of the State of its incorporation or organization; and (o) non-foreign affidavitscustomary form, dated as of the Closing Date, sworn under penalty as to (i) no amendments to the applicable Company Organizational Documents and (ii) the actions taken by the Board of perjury Managers of the applicable Company Member to authorize this Agreement and each Ancillary Agreement to which such Company Member may be party or subject, and the other transactions contemplated thereby, copies of which actions shall be attached to such certificate; (i) resignations, dated with the Closing Date, of each member of the Board of Managers of each of the Company Members and, to the extent requested by Buyer, each officer of the Company Members, effective at or prior to the Closing; (j) the Initial Closing Statement and any supporting documentation required to be delivered to Buyer pursuant to Section 2.2(b); (k) a properly completed and duly executed IRS Form W-9 from each Seller and a statement dated as of the Closing Date that meets the requirements of Treasury 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 Equity Interests for federal income tax purposes; (l) an assignment of the Acquired Equity Interests executed and delivered by each of the Sellers, in customary form; (m) the Xxxx Employment Agreement attached hereto as Exhibit E (the “Xxxx Employment Agreement”) executed and delivered by the Company and Xxxx; (n) the Bravo Employment Agreement attached hereto as Exhibit F executed and delivered by the Company and Xxxxxx Xxxxx, an individual (the “Bravo Employment Agreement”); (o) termination statements, payoff letters and other releases in form and substance required under the Treasury Regulations issued pursuant satisfactory to Section 1445 Buyer, in respect of the CodeCompany Debt being repaid at the Closing, stating that including any guarantees related thereto; (p) termination of the Revenue Agreement and release of the obligations thereunder, duly executed by Xxxxxx Xxxxx, an individual; (q) a funds flow memorandum, containing the amounts to be paid at Closing and wire transfer instructions with respect to the accounts to which payments shall be made at Closing (the “Funds Flow Memorandum”), duly executed by Xxxx; (r) a Landlord Consent for each Seller is not a “foreign person” as defined of the Leased Real Property listed in Section 1445 8.5 of the Code. 8.2Disclosure Schedules duly executed by each landlord; (s) [***]; (t) [***]; (u) copies of each executed original document referenced in the definition of each Pre-Closing Reorganization (other than the New Holding Partnership Pre-Closing Reorganization) or final drafts of all other documents required to effect such Pre-Closing Reorganizations as provided for in the definitions herein of each such Pre-Closing Reorganization; and (v) documentation of the commission agreements set forth in Section 3.13(a) of the Disclosure Schedule, in a form reasonably satisfactory to the Buyer.

Closing Deliveries of Sellers. At the Closing, Sellers shall deliver, or cause deliver to be delivered, Parent: (i) a receipt for the Closing Cash Consideration; (ii) an amendment to Purchaser the following: 49 (a) possession Operating Agreement of the tangible Purchased Assets; Company evidencing the ownership of the Parent of the Membership Interests; (biii) certificates all minute books, written consents, records, ledgers and registers, and other similar organizational records of the Company to the extent they exist; (iv) the consents, approvals, authorizations or releases of third parties set forth on Section 2.5(b)(iv) of the Disclosure Schedule; (v) the Employment Agreements, duly executed by an authorized executive officer of the appropriate Sellers and the Company; (vi) a certificate in form and substance reasonably satisfactory to Parent certifying that each of the Sellers as is not a foreign person for purposes of Code Section 1445 or that the purchase is otherwise exempt from withholding under Code Section 1445; (vii) copies of the final invoices with respect to compliance all Transaction Expenses to be paid by such Party with the conditions set forth in Sections 7.2(aCompany at the Closing; (viii) and (b); (c) a Xxxx of Sale in substantially the same form as attached hereto as Exhibit 8.1(c)(i), an Assignment and Assumption Agreement, in substantially Agreement by which Sellers shall assign and Parent shall accept assignment of the same form as attached hereto as Exhibit 8.1(c)(ii) Membership Interests (the “Assignment and Assumption AgreementsAgreement”), a Federal Trademark Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(iii) (the “Federal Trademark Assignment”),a State Trademark Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(iv) (the “State Trademark Assignment” and together with the Federal Trademark Assignment, the “Trademark Assignments”), a Patent Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(v) (the “Patent Assignment”), a Copyright Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(vi) (the “Copyright Assignment”) and vehicle certificates of title, duly executed as of the Closing Date by Sellers (or, with respect to the Trademark Assignments, Patent Assignment and Copyright Assignment, Centex); (d) with respect to each of the Sellers, a copy, certified by the Secretary or any Assistant Secretary of such Party, of (i) the Organizational Documents of such Party, and (ii) the resolutions described in Section 4.2, authorizing the transactions contemplated hereby and by the Seller Ancillary Documents and the execution, delivery and performance by such Party of this Agreement and the Seller Ancillary Documents, as applicable, and an incumbency certificate with respect to officers executing documents or instruments on behalf of such Party; (e) with respect to each of the Affiliates of Sellers that is a party to any of the Seller Ancillary Documents or the Centex Guaranty, a copy, certified by the Secretary or any Assistant Secretary of such Affiliate, of (i) the Organizational Documents of such Affiliate, and (ii) the resolutions authorizing the transactions contemplated by the Seller Ancillary Documents to which such Affiliate is a party and, if applicable, the Centex Guaranty, and the execution, delivery and performance by such Affiliate of such Seller Ancillary Documents and, if applicable, the Centex Guaranty, and an incumbency certificate with respect to officers executing documents or instruments on behalf of such Affiliate; (f) the Indemnity Escrow Agreement, duly executed by Sellers; and (gix) five (5) year Noncompetition Agreementssuch other documents, each certificates, instruments or writings reasonably requested by Parent or its counsel in substantially order to effectuate the form attached as Exhibit 8.1(g), duly executed by each of Transaction contemplated hereby including the Sellers and Centex (the “Noncompetition Agreements”); (h) the Transition Services Agreement, substantially in the form attached as Exhibit 8.1(h), duly executed by Centex Service Company LLC (the “Transition Services Agreement”); (i) the Support Agreement, substantially in the form attached as Exhibit 8.1(i), duly executed by Centex Homes (the “Support Agreement”); 50 (j) the Guaranty Agreement, substantially in the form attached as Exhibit 8.1(j), duly executed by Centex (the “Centex Guaranty”); (k) the Employee Leasing Agreement, substantially in the form attached as Exhibit 8.1(k), duly executed by Sellers (the “Employee Leasing Agreement”); (l) the Facility Operating Agreement, substantially in the form attached as Exhibit 8.1(l), duly executed by Sellers (the “Facility Operating Agreement”). (m) a termination, in form and substance reasonably acceptable to Purchaser, of that certain Amended and Restated Patent and Trademark License Agreement, dated as of April 1, 2004 by and between HTPD LLC and Centex; (n) a good standing certificate as to each of the Sellers, issued by the Secretary of State of the State of its incorporation or organization; and (o) non-foreign affidavits, 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 Code, stating that each Seller is not a “foreign person” as defined in Section 1445 of the Code. 8.2other Transaction Documents.

Closing Deliveries of Sellers. At the Closing, Sellers shall deliver, or cause will deliver to be delivered, to Purchaser the following: 49 Buyer: (a) possession a duly executed counterpart of the tangible Purchased Assets; (b) certificates executed by an authorized executive officer xxxx of each of the Sellers as to compliance by such Party with the conditions set forth in Sections 7.2(a) sale, assignment and (b); (c) a Xxxx of Sale in substantially the same form as attached hereto as Exhibit 8.1(c)(i), an Assignment and Assumption Agreement, in substantially the same form as attached hereto as Exhibit 8.1(c)(ii) (the “Assignment and Assumption Agreements”), a Federal Trademark Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(iii) (the “Federal Trademark Assignment”),a State Trademark Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(iv) (the “State Trademark Assignment” and together with the Federal Trademark Assignment, the “Trademark Assignments”), a Patent Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(v) (the “Patent Assignment”), a Copyright Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(vi) (the “Copyright Assignment”) and vehicle certificates of title, duly executed as of the Closing Date by Sellers (or, with respect to the Trademark Assignments, Patent Assignment and Copyright Assignment, Centex); (d) with respect to each of the Sellers, a copy, certified by the Secretary or any Assistant Secretary of such Party, of (i) the Organizational Documents of such Party, and (ii) the resolutions described in Section 4.2, authorizing the transactions contemplated hereby and by the Seller Ancillary Documents and the execution, delivery and performance by such Party of this Agreement and the Seller Ancillary Documents, as applicable, and an incumbency certificate with respect to officers executing documents or instruments on behalf of such Party; (e) with respect to each of the Affiliates of Sellers that is a party to any of the Seller Ancillary Documents or the Centex Guaranty, a copy, certified by the Secretary or any Assistant Secretary of such Affiliate, of (i) the Organizational Documents of such Affiliate, and (ii) the resolutions authorizing the transactions contemplated by the Seller Ancillary Documents to which such Affiliate is a party and, if applicable, the Centex Guaranty, and the execution, delivery and performance by such Affiliate of such Seller Ancillary Documents and, if applicable, the Centex Guaranty, and an incumbency certificate with respect to officers executing documents or instruments on behalf of such Affiliate; (f) the Indemnity Escrow Agreement, duly executed by Sellers; (g) five (5) year Noncompetition Agreements, each assumption agreement in substantially the form attached hereto as Exhibit 8.1(gA (“Xxxx of Sale”), ; (b) a duly executed by each counterpart of the Sellers and Centex (the “Noncompetition Agreements”); (h) the Transition Services Agreement, assumption of obligations in substantially in the form attached hereto as Exhibit 8.1(hB (“Assumption of Liabilities”), ; (c) a duly executed by Centex Service Company LLC (counterpart of the “Transition Services Agreement”); (i) the Support Agreement, assignment of patents in substantially in the form attached hereto as Exhibit 8.1(iC (“Assignment of Patents”), ; (d) a duly executed by Centex Homes (counterpart of the “Support Agreement”); 50 (j) the Guaranty Agreement, assignment of trademarks in substantially in the form attached hereto as Exhibit 8.1(jD (“Assignment of Trademarks”), ; (e) a copy of the duly executed by Centex notice of termination to Xxxx dated on or before May 31, 2005; (the “Centex Guaranty”); (k) the Employee Leasing Agreement, substantially in the form attached as Exhibit 8.1(k), duly executed by Sellers (the “Employee Leasing Agreement”); (l) the Facility Operating Agreement, substantially in the form attached as Exhibit 8.1(l), duly executed by Sellers (the “Facility Operating Agreement”). (mf) a termination, in form and substance reasonably acceptable to Purchaser, certificate of that certain Amended and Restated Patent and Trademark License Agreement, dated as of April 1, 2004 by and between HTPD LLC and Centex; (n) a good standing certificate as to each of the Sellers, issued by the Secretary of State of the State of its incorporation or organization; Delaware as to the legal existence and good standing of each Seller in the State of Delaware; (og) non-foreign affidavits, dated as certificates of the Closing DateSecretary of each Seller, sworn under penalty of perjury and reasonably satisfactory to the Buyer in form and substance required under substance, attesting to the Treasury Regulations issued pursuant to Section 1445 Sellers’ organizational and charter documents, the incumbency and signatures of the Code, stating that each Seller is not a “foreign person” as defined in Section 1445 Sellers’ officers and the authenticity and sufficiency of the Code. 8.2resolutions authorizing the execution, delivery, and performance by the Sellers of this Agreement, the Ancillary Documents and the transactions contemplated by this Agreement and the Ancillary Documents; (h) the Holland Payment; and (i) such other instruments or documents as Buyer and its counsel may reasonably request to vest in Buyer all of Sellers’ right, title and interest in and to the Assets or to effect the consummation of the transactions contemplated by this Agreement.

Closing Deliveries of Sellers. At or prior to the Closing, the Sellers shall deliver, or cause caused to be delivered, to Purchaser Buyer the following: 49 : (a) possession of the tangible Purchased Assets; (b) certificates a certificate executed by an authorized executive officer of the Company on behalf of the Company (the “Company Closing Certificate”) to the effect that, as of the Closing, each of the Sellers as to compliance by such Party with the conditions set forth in Sections 7.2(aSection 9.1(a) (as it applies to the Company), Section 9.1(b) (as it applies to the Company), and Section 9.2 has been satisfied; (b) a certificate executed by an authorized officer of Blocker on behalf of Blocker (the “Blocker Closing Certificate”) to the effect that, as of the Closing, each of the conditions set forth in Section 9.1(a) (as it applies to Blocker) and Section 9.1(b) (b); as it applies to Blocker) has been satisfied; (c) a Xxxx of Sale in substantially certificate executed by the same form as attached hereto as Exhibit 8.1(c)(i), an Assignment and Assumption AgreementSeller Representative, in substantially its capacity as the same form as attached hereto as Exhibit 8.1(c)(ii) Seller Representative and on behalf of each Seller (the “Assignment and Assumption AgreementsSeller Closing Certificate”), a Federal Trademark Assignmentto the effect that, as of the Closing, each of the conditions set forth in substantially the same form as attached hereto as Exhibit 8.1(c)(iiiSection 9.1(a) (the “Federal Trademark Assignment”),a State Trademark Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(ivit applies to each such Seller) and Section 9.1(b) (as it applies to each such Seller and the “State Trademark Assignment” and together with Seller Representative) has been satisfied; (d) the Federal Trademark Assignment, the “Trademark Assignments”), a Patent Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(v) (the “Patent Assignment”), a Copyright Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(vi) (the “Copyright Assignment”) and vehicle certificates of titlePaying Agent Agreement, duly executed as of the Closing Date by Sellers (or, with respect to the Trademark Assignments, Patent Assignment and Copyright Assignment, Centex); (d) with respect to each of the Sellers, a copy, certified by the Secretary or any Assistant Secretary of such Party, of (i) the Organizational Documents of such Party, and (ii) the resolutions described in Section 4.2, authorizing the transactions contemplated hereby and delivered by the Seller Ancillary Documents and the execution, delivery and performance by such Party of this Agreement and the Seller Ancillary Documents, as applicable, and an incumbency certificate with respect to officers executing documents or instruments on behalf of such Party; Representative; (e) with respect to each of the Affiliates of Sellers that is a party to any of the Seller Ancillary Documents or the Centex Guaranty, a copy, certified by the Secretary or any Assistant Secretary of such Affiliate, of (i) the Organizational Documents of such Affiliate, and (ii) the resolutions authorizing the transactions contemplated by the Seller Ancillary Documents to which such Affiliate is a party and, if applicable, the Centex Guaranty, and the execution, delivery and performance by such Affiliate of such Seller Ancillary Documents and, if applicable, the Centex Guaranty, and an incumbency certificate with respect to officers executing documents or instruments on behalf of such Affiliate; (f) the Indemnity Escrow Agreement, duly executed by Sellers; (g) five (5) year Noncompetition Agreements, each in substantially the form attached as Exhibit 8.1(g), duly executed by each of the Sellers and Centex (the “Noncompetition Agreements”); (h) the Transition Services Agreement, substantially in the form attached as Exhibit 8.1(h), duly executed by Centex Service Company LLC (the “Transition Services Agreement”); (i) the Support Agreement, substantially in the form attached as Exhibit 8.1(i), duly executed by Centex Homes (the “Support Agreement”); 50 (j) the Guaranty Agreement, substantially in the form attached as Exhibit 8.1(j), duly executed by Centex (the “Centex Guaranty”); (k) the Employee Leasing Agreement, substantially in the form attached as Exhibit 8.1(k), duly executed by Sellers (the “Employee Leasing Agreement”); (l) the Facility Operating Agreement, substantially in the form attached as Exhibit 8.1(l), duly executed by Sellers (the “Facility Operating Agreement”). (m) a termination, in form and substance reasonably acceptable to Purchaser, of that certain Amended and Restated Patent and Trademark License Agreement, dated as of April 1, 2004 by and between HTPD LLC and Centex; (n) a good standing certificate as to each of the Sellers, issued delivered by the Secretary of State of the State of its incorporation or organization; and Seller Representative; (of) non-foreign affidavitsresignations, dated as of the Closing Date, sworn of each member of the Board of Managers of the Company, each Company Subsidiary and Blocker and, to the extent requested by Xxxxx, each officer of the Company, each Company Subsidiary and Blocker, effective at or prior to the Closing; (g) the Initial Closing Statement required to be delivered to Buyer pursuant to Section 2.2(b); (h) an IRS Form W-9 from each Seller that is a United States person for federal income Tax purposes and a certificate under penalty Treasury Regulations Section 1.1445-2(c) with respect to the Blocker Equity; (i) an assignment of perjury the Company Units and Blocker Equity, as applicable, executed and delivered by each Seller, in customary form; (j) evidence, reasonably acceptable to Buyer, that the Blocker Transfer has occurred; (k) one or more customary payoff letters (collectively, the “Payoff Letters”) from the lenders or holders of Company Debt set forth on Schedule 11.1(k) (or any agent for such lenders or holders), each in form and substance reasonably satisfactory to Buyer, signed by such agent, lender(s) or holder(s) and, in each case, (i) specifying all amounts required to fully pay off all of such Company Debt on the Closing Date (other than obligations customarily surviving payment in full), and (ii) providing that, upon such agent’s, lender’s or holder’s, as applicable, receipt of the applicable payoff amount, (A) all outstanding obligations of the Company Group arising thereunder (other than obligations customarily surviving payment in full) shall be repaid and discharged in full, and (B) any Liens of such agent, lender or holder, as applicable, securing such Company Debt shall automatically be released; and (l) a termination by the Seller Representative, of the Contracts set forth on Schedule 11.1(l), in each case effective as of the Closing and in form and substance required under the Treasury Regulations issued pursuant reasonably satisfactory to Section 1445 of the Code, stating that each Seller is not a “foreign person” as defined in Section 1445 of the Code. 8.2Buyer.