Common use of Closing Deliveries of the Parties Clause in Contracts

Closing Deliveries of the Parties. At or prior to the Closing: (a) Purchaser and the Sellers shall execute and deliver the Bill of Sale and Assignment and Assumption Agreement and the IP Assignment Agreement; (b) Purchaser shall deliver, or cause to be delivered, to the Casa Seller or the applicable Person each of the following: (i) a certificate, dated as of the Closing Date, executed by or on behalf of Purchaser as to the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b); (ii) payment of the closing payments set forth in Section 2.8 and payment or reservation of the Determined Cure Costs as set forth in Section 5.2(c); (iii) a duly executed counterpart to each of the Related Documents; and (iv) such other instruments of assumption and other instruments or documents, including bills of sale and/or assignment and assumption agreements, in form and substance reasonably acceptable to the Casa Seller, as may be necessary to effect Purchaser’s assumption of the Assumed Liabilities and the assignment of any Transferred Assets in accordance with the requirements of applicable Law and this Agreement, in each case duly executed by Purchaser. (c) the Sellers shall deliver, or cause to be delivered, to Purchaser or the applicable Person each of the following: (i) a certificate, dated as of the Closing Date, executed by or on behalf of the Sellers as to the satisfaction of the conditions set forth in Section 8.2(a) and Section 8.2(b); (ii) an IRS Form W-9 duly completed and executed by the Casa Seller; (iii) a copy of the Sale Order as entered by the Bankruptcy Court, vesting the Transferred Assets of the Casa Seller in Purchaser Free and Clear; (iv) a duly executed counterpart to each of the Related Documents; (v) a schedule of Cure Costs; and (vi) such other instruments of assumption and other instruments or documents, including bills of sale and/or assignment and assumption agreements and the Intellectual Property assignments, in form and substance reasonably acceptable to Purchaser, as may be necessary for the effective assignment of any Transferred Assets to Purchaser and the recordation of the assignments, in accordance with the requirements of applicable Law and this Agreement, in each case duly executed by the Sellers.

Closing Deliveries of the Parties. At or prior to the Closing: (a) Purchaser Buyer shall deliver, or cause to be delivered: (i) to Seller and the Sellers shall execute other applicable recipients, the Purchase Price, and deliver Indebtedness in accordance with Section 2.4(b); and (ii) to Seller, a duly executed counterpart to each of the Bill of Sale and Assignment and Assumption Agreement and the IP Assignment Agreement;other Transaction Documents to which Buyex xx a party. (b) Purchaser Seller shall deliver, or cause to be delivered, to the Casa Seller or the applicable Person Buyer each of the following, each in a form satisfactory to Buyer: (i) a certificatemembership interest assignment agreement, dated as or such other instrument of the Closing Date, executed by or on behalf of Purchaser as transfer from Seller assigning Seller’s Acquired Interests to the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b)Buyer; (ii) payment a resignation letter from each Representative of Seller serving as an officer and/or manager (in their capacities as such) of the closing payments set forth in Section 2.8 and payment or reservation of the Determined Cure Costs as set forth in Section 5.2(c)Company Group; (iii) a duly executed counterpart to each of the Related Documents; and (iv) such other instruments of assumption and other instruments or documents, including bills of sale and/or assignment and assumption agreements, in form and substance reasonably acceptable to the Casa Seller, as may be necessary to effect Purchaser’s assumption of the Assumed Liabilities and the assignment of any Transferred Assets in accordance with the requirements of applicable Law and this Agreement, in each case duly executed by Purchaser. (c) the Sellers shall deliver, or cause to be delivered, to Purchaser or the applicable Person each of the following: (i) a certificate, dated as of the Closing Date, executed by or on behalf of the Sellers as to the satisfaction of the conditions set forth in Section 8.2(a) and Section 8.2(b); (ii) an IRS Form W-9 duly properly completed and duly executed by the Casa Seller; (iii) a copy of the Sale Order as entered by the Bankruptcy Court, vesting the Transferred Assets of the Casa Seller in Purchaser Free and Clear; (iv) a duly executed counterpart to each of the Related DocumentsSeller Board Approval; (v) a schedule payoff letters or similar documents in form and substance satisfactory to Buyer from the holders (or representatives of Cure Coststhe holders) of Indebtedness (such payoff letters or documents, the “Payoff Letters” and such Indebtedness, the “Closing Payoff Indebtedness”) and evidencing the aggregate outstanding amount of such Closing Payoff Indebtedness (including any unpaid interest accrued thereon and any prepayment or similar penalties and expenses associated with the prepayment of such Indebtedness on the Closing Date) and an acknowledgment that, if such aggregate amount so identified is paid to the applicable lender, creditor or agent on or before the Closing Date, such Indebtedness will be repaid in full, and all related Liens securing such Indebtedness encumbering the Acquired Interests will be released; and (vi) such other instruments of assumption and other instruments or documents, including bills of sale and/or assignment and assumption agreements and the Intellectual Property assignments, in form and substance reasonably acceptable to Purchaser, as may be necessary for the effective assignment of any Transferred Assets to Purchaser and the recordation evidence of the assignments, in accordance with portion of the requirements of applicable Law and this Agreement, in each case duly executed Indebtedness paid by the SellersSellxx.

Closing Deliveries of the Parties. 9.1 At or prior Closing the Seller shall deliver to the ClosingBuyer the following: (a) Purchaser The deed required by this Agreement describing the Property according to an accurate metes and bounds description prepared by the Sellers Buyer’s surveyor, subject to the approval of Seller’s attorney, which approval shall execute not be unreasonably withheld nor unduly delayed. The deed shall be the usual Bargain and deliver Sale Deed, with Covenants Against Grantor’s Acts, in proper statutory short form for recording and shall be duly executed and acknowledged so as to convey to the Bill Buyer the fee simple title to the Property required hereby, free of Sale all liens, rights, claims and Assignment encumbrances, except as otherwise provided in this Agreement. The deed shall be accompanied by such forms (including an affidavit of consideration and Assumption Agreement and seller’s residency certification/exemption) as are required to be filed with the IP Assignment Agreement;deed in order for the deed to be recorded, all duly executed by the Seller. (b) Purchaser shall deliver, or cause to be delivered, to the Casa Seller or the applicable Person each An Affidavit of the following: (i) a certificate, dated as of the Closing Date, executed by or on behalf of Purchaser as to the satisfaction of the conditions set forth Title in Section 8.3(a) and Section 8.3(b); (ii) payment of the closing payments set forth in Section 2.8 and payment or reservation of the Determined Cure Costs as set forth in Section 5.2(c); (iii) a duly executed counterpart to each of the Related Documents; and (iv) such other instruments of assumption and other instruments or documents, including bills of sale and/or assignment and assumption agreements, in standard form and substance reasonably acceptable to the Casa Sellerwith such content as shall be approved by Buyer’s counsel and Buyer’s Title Insurance Company, as may which approval shall not be necessary to effect Purchaser’s assumption of the Assumed Liabilities and the assignment of any Transferred Assets in accordance with the requirements of applicable Law and this Agreement, in each case duly executed by Purchaserunreasonably withheld or unduly delayed. (c) A certificate as to the Sellers shall deliver, or cause to be delivered, to Purchaser or the applicable Person each continued accuracy of the following:representations, warranties and covenants provided in this Agreement as of the date of Closing executed by Seller’s Manager or a duly authorized signatory. (d) A duly adopted Resolution or Consent in Lieu of Meeting of the Members of Seller authorizing the entry into the within Agreement and the execution and delivery of all documents necessary to effectuate the transactions contemplated hereby by the Manager of the Seller. (e) A Non-Foreign Person Certification in conformity with Section 1445 of the Internal Revenue Code of 1986, as amended. (f) Copies of real estate tax bills for the current year in the possession of Seller. (g) A duly executed and acknowledged estoppel certificate from Tenant in the form set forth on Schedule B, executed and dated not more than thirty (30) calendar days prior to the date of Closing. (h) A duly executed and acknowledged instrument in the form of Schedule C annexed hereto providing for, inter alia, the assignment by Seller of the landlord’s interest in the Lease and the assumption by Buyer of the landlord’s obligations under the Lease which remain in effect from and after the Closing. (i) a certificateThe original Letter of Credit with transfer documentation in the issuing bank’s standard form of such transfer documentation, dated as duly executed by Seller and Tenant, if required, and acknowledged, sufficient to transfer same to the Buyer (which shall be countersigned by Buyer, if required), together with the fee (if any) required to be paid to the issuing bank for such transfer, which fee shall be paid by the Tenant pursuant to the terms of the Closing Date, executed by or on behalf Lease. (j) The letter notifying the Tenant of the Sellers as sale of the Property to Buyer and stating the new address for notices under the Lease in the form set forth on Schedule D hereto. (k) Broker’s acknowledgment of the full payment of the commission for the subject sale. (l) A title closing statement in standard form accurately reflecting all financial aspects of the sale transaction. (m) The roof warranty and the documentation confirming that the roof warranty has been assigned to the satisfaction Buyer in accordance with its terms. (n) The original Lease. In addition, prior to Closing Seller shall make its entire leasing file respecting the Property available for inspection by Buyer at Seller’s office, including all invoices and copies of all correspondence with the Tenant in the Seller’s possession and shall provide copies of any portions of the conditions set forth file requested by Buyer. (o) An assignment, without recourse and without representation transferring to the extent transferrable the Seller’s rights to the governmental approvals and permits, rights, warranties and guaranties referred to in clauses (f) and (g) of Section 2 of this Agreement in the form annexed hereto as Schedule “I.” (p) The originals (if available) or copies of the items of personal property described in Section 8.2(a) and Section 8.2(b);2 of this Agreement. (iiq) an IRS Form W-9 duly completed and executed Either a Response Action Outcome or a Remediation Certification issued pursuant to ISRA by a Licensed Site Remediation Professional (as such capitalized terms are hereinafter defined) with respect to the conveyance by the Casa Seller;Seller to the Buyer of title to the Property, as provided in Section 29(h). If a Remediation Certification is provided, then it shall be accompanied by evidence of the establishment of the associated remedial funding source or financial assurance as provided in Section 29(h). (iiir) a copy of the Sale Order as entered by the Bankruptcy CourtSuch other documents specifically provided for herein, vesting the Transferred Assets of the Casa Seller in Purchaser Free and Clear; (iv) a duly executed counterpart to each of the Related Documents; (v) a schedule of Cure Costs; and (vi) such other instruments of assumption and other instruments or documents, including bills of sale and/or assignment and assumption agreements and the Intellectual Property assignments, in form and substance reasonably acceptable to Purchaser, as may be necessary for or reasonably required by Buyer and Buyer’s Title Insurance Company in order to consummate the effective assignment of any Transferred Assets to Purchaser transactions contemplated hereby, provided and the recordation of the assignments, in accordance with the requirements of applicable Law and on condition that such documents do not increase Seller’s obligations or liabilities beyond those expressly assumed under this Agreement, in each case duly executed by the Sellers.

Closing Deliveries of the Parties. At or prior to the Closing: (a) Purchaser and shall deliver to the Sellers shall execute and deliver Company each of the Bill following: (i) the Paying Agent Agreement, duly executed by Xxxxxxxxx; and (ii) a copy of Sale and Assignment and Assumption Agreement and the IP Assignment Agreement;final R&W Insurance Policy. (b) the Company and/or the Sellers shall deliver to Purchaser shall deliver, or cause to be delivered, to the Casa Seller or the applicable Person each of the following: (i) a certificatecertificate duly executed by an authorized officer of the Company, dated as of the Closing Date, executed by or on behalf of Purchaser as to certifying: (i) the satisfaction Company’s Organizational Documents, (ii) the name, title, incumbency and signatures of the conditions set forth in Section 8.3(aofficers authorized to execute this Agreement and the other Transaction Documents to which the Company is a party, and (iii) the resolutions or written consent of the board of directors and Section 8.3(b)shareholders of the Company approving this Agreement, the other Transaction Documents and the Transaction; (ii) payment share transfer deeds for all of the closing payments set forth Company Shares in Section 2.8 and payment the form attached hereto as Exhibit E, duly executed by each Seller in favor of Purchaser, each accompanied by share certificates evidencing the respective Company Shares or reservation an affidavit of the Determined Cure Costs as set forth loss or that no share certificate(s) were issued, in Section 5.2(c)customary form; (iii) a duly executed counterpart to each the register of shareholders of the Related Documents; and (iv) such other instruments Company evidencing the transfer to and ownership of assumption and other instruments or documents, including bills of sale and/or assignment and assumption agreements, in form and substance reasonably acceptable to the Casa Seller, as may be necessary to effect Purchaser’s assumption all of the Assumed Liabilities Company Shares by Xxxxxxxxx, certified and the assignment of any Transferred Assets in accordance with the requirements of applicable Law and this Agreement, in each case duly executed by Purchaser. (c) the Sellers shall deliver, or cause to be delivered, to Purchaser or the applicable Person each an authorized officer of the following: (i) a certificate, dated as of the Closing Date, executed by or on behalf of the Sellers as to the satisfaction of the conditions set forth in Section 8.2(a) and Section 8.2(b); (ii) an IRS Form W-9 duly completed and executed by the Casa Seller; (iii) a copy of the Sale Order as entered by the Bankruptcy Court, vesting the Transferred Assets of the Casa Seller in Purchaser Free and ClearCompany; (iv) a duly executed counterpart to each (A) payoff letters or similar documents (the “Payoff Letters”) specifying the aggregate amounts of the Related DocumentsCompany’ obligations that will be outstanding as of the Closing under the Indebtedness set forth on the Indebtedness Schedule (including principal, interest, fees, expenses and other amounts payable thereunder) and (B) all instruments and documents necessary to release any and all Liens (other than Permitted Liens) securing the Indebtedness of the Company; (v) a schedule of Cure Costs; and (vi) such other instruments of assumption and other instruments or documents, including bills of sale and/or assignment and assumption agreements and the Intellectual Property assignments, in form and substance reasonably acceptable to Purchaser, as may be necessary for the effective assignment of any Transferred Assets to Purchaser and the recordation of the assignments, in accordance with the requirements of applicable Law and this Paying Agent Agreement, in each case duly executed by the Sellers’ Representative and the Paying Agent; (vi) the Optionee Joinder Agreement, duly executed by each Optionholder; (vii) a good standing certificate (or its equivalent) for the Company, dated not more than ten (10) days prior to the Closing Date, from the Israeli Registrar of Companies and Partnerships; (viii) resignations effective as of the Closing Date of the directors and officers of the Company as Purchaser may request; (ix) evidence reasonably satisfactory to Purchaser that the D&O Tail Policy has been fully paid and is in effect; (x) evidence reasonably satisfactory to Purchaser of the termination of the Contracts set forth on Schedule 2.5(b)(xiii) at or prior to the Closing; (xi) evidence reasonably satisfactory to Purchaser of the termination of the Company Plans set forth on Schedule 2.5(b)(xiv) at or prior to the Closing; and (xii) any required consents; and (xiii) such other certificates and instruments as Purchaser shall reasonably request in connection with the Closing.

Closing Deliveries of the Parties. At or prior to the Closing: (a) Purchaser and the Sellers shall execute and deliver the Bill of Sale and Assignment and Assumption Agreement and the IP Assignment Agreement; (b) Purchaser shall deliver, or cause to be delivered, to the Casa Seller or the applicable Person each of the following: (i) a certificatecustomary Assignment and Assumption Agreement in a form reasonably satisfactory to the Parties (the “Assignment and Assumption Agreement”), dated as of the Closing Date, duly executed by or on behalf an authorized officer of Purchaser as to the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b)Purchaser; (ii) payment with respect to the Sublease, a customary Assignment and Assumption of Sublease in a form reasonably satisfactory to the closing payments set forth in Section 2.8 Parties (the “Assignment and payment or reservation Assumption of the Determined Cure Costs as set forth in Section 5.2(cSublease”);, duly executed by an authorized officer of Purchaser; and (iii) a certificate duly executed counterpart to each by an officer of the Related Documents; and (iv) such other instruments of assumption and other instruments or documents, including bills of sale and/or assignment and assumption agreementsPurchaser, in form and substance reasonably acceptable satisfactory to Seller, dated the Closing Date, to the Casa Seller, as may be necessary to effect Purchaser’s assumption that each of the Assumed Liabilities and the assignment of any Transferred Assets conditions specified in accordance with the requirements of applicable Law and this Agreement, Section 6.2 has been satisfied in each case duly executed by Purchaserall respects. (cb) the Sellers Seller shall deliver, or cause to be delivered, deliver to Purchaser or the applicable Person each of the following: (i) A customary bill of sale in a certificateform reasonably satisfactory to the Parties (the “Bill of Sale”), duly executed by an authorized officer of Seller; (ii) the Assignment and Assumption Agreement duly executed by an authorized officer of Seller; (iii) the Assignment and Assumption of Sublease duly executed by an authorized officer of Seller; (iv) a certificate duly executed by an officer of Seller, in form and substance reasonably satisfactory to Purchaser, dated as of the Closing Date, executed by or on behalf of the Sellers as to the satisfaction effect that each of the conditions set forth specified in Section 8.2(a) and Section 8.2(b);6.1 have been satisfied in all respects; and (iiv) an IRS Form W-9 duly completed and executed by the Casa Seller;Sxxxxx. (iiic) a copy of Seller (or its applicable Affiliate) shall irrevocably be entitled to retain the Sale Order Holdback Amount (as entered by defined in the Bankruptcy CourtOption Agreement), vesting which shall be deemed to satisfy in full Purchaser’s obligation to pay the Transferred Assets of the Casa Purchase Price to Seller in Purchaser Free and Clear; (iv) a duly executed counterpart to each of the Related Documents; (v) a schedule of Cure Costs; and (vi) such other instruments of assumption and other instruments or documents, including bills of sale and/or assignment and assumption agreements and the Intellectual Property assignments, in form and substance reasonably acceptable to Purchaser, as may be necessary for the effective assignment of any Transferred Assets to Purchaser and the recordation of the assignments, in accordance with the requirements of applicable Law and under this Agreement, in each case duly executed by the Sellers.

Closing Deliveries of the Parties. At or prior to the Closing: (a) (i) Purchaser and the Sellers Sellers, as applicable, shall execute and deliver the Bill of Sale and Assignment and Assumption Agreement Agreement, IP Assignment and the IP Assignment Transition Services Agreement;. (b) Purchaser shall deliver, or cause to be delivered, to the Casa Seller or the applicable Person each of the following: (i) a certificate, dated as of the Closing Date, executed by or on behalf of Purchaser as to the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b); (ii) payment of the closing payments set forth in payment pursuant to Section 2.8 2.8(a) and payment or reservation of the Determined Cure Costs as set forth in pursuant to Section 5.2(c5.3(c); (iii) a duly executed counterpart to each of the Related DocumentsDocuments to which Purchaser is a Party (other than the Escrow Agreement and the Deposit Agreement); and (iv) such other instruments of assumption and other instruments or documents, including bills of sale and/or assignment and assumption agreements, in form and substance reasonably acceptable to the Casa Seller, as may be necessary to effect Purchaser’s assumption of the Assumed Liabilities and the assignment of any Transferred Assets in accordance with the requirements of applicable Law and this Agreement, in each case duly executed by Purchaser. (c) the Sellers Casa Seller shall deliver, or cause to be delivered, to Purchaser or the applicable Person each of the following: (i) a certificate, dated as of the Closing Date, executed by or on behalf of the Sellers Casa Seller as to the satisfaction of the conditions set forth in Section 8.2(a) and Section 8.2(b); (ii) an IRS Form W-9 with respect to the Casa Seller and the appropriate IRS Form W-8 with respect to each International Seller, duly completed and executed by the Casa Sellerexecuted; (iii) a copy of the Sale Order as entered by the Bankruptcy Court, vesting the Transferred Assets of the Casa Seller in Purchaser Free and Clear; (iv) a duly executed counterpart to each of the Related DocumentsDocuments to which each Seller is a party (other than the Escrow Agreement and the Deposit Agreement); (v) with respect to each of the Andover Leased Real Property, the Limerick Leased Real Property and the Guangzhou Leased Real Property, in Purchaser’s reasonable discretion either (A) a schedule consent to assignment from the landlord under such Lease consenting to the transfer of Cure Coststhe applicable Seller’s interest in such Lease to Purchaser (or its designated Affiliate) or (B) an Occupancy Agreement, together with a consent of the Landlord under such Lease permitting such Occupancy Agreement (to the extent such consent is required by the terms of the Lease or applicable Law); (vi) possession of substantially all of the Transferred Assets and including the Transferred Assets necessary to operate the Business in the ordinary course, to the extent not located at the Transferred Leased Real Property; and (vivii) such other instruments of assumption and other instruments or documents, including bills of sale and/or assignment and assumption agreements and the Intellectual Property assignmentsagreements, in form and substance reasonably acceptable to Purchaser, as may be necessary for the effective assignment of any Transferred Assets to Purchaser and the recordation of the assignments, in accordance with the requirements of applicable Law and this Agreement, in each case duly executed by the SellersSellers or their Affiliates. (d) Casa Ireland shall deliver, or cause to be delivered, to Purchaser or the applicable Person each of the following: (i) a valid Irish tax reference number for Casa Ireland for the purposes of the Stamp Duty (E stamping of Instruments and Self-Assessment) Regulations 2012 (including evidence reasonably satisfactory to Purchaser allowing it to verify the accuracy of the numbers provided); and (ii) either a certificate of the kind described in section 980 of the Taxes Consolidation Act 1997 (a “Tax Clearance Certificate”) or written confirmation from the statutory auditors of Casa Ireland addressed to (and in a form reasonably satisfactory to) Purchaser that a Tax Clearance Certificate is not required for the sale of the Transferred Assets and the Irish Assets and Business.

Closing Deliveries of the Parties. At or prior to the Closing: (a) Purchaser Purchaser, the Seller Representative, and the Sellers Escrow Agent shall execute and deliver the Bill of Sale and Assignment and Assumption Agreement Escrow Agreement; ACTIVE 274341277 (b) Purchaser, the Seller Representative, and the IP Assignment Paying Agent shall execute and deliver the Paying Agent Agreement; (bc) Purchaser shall deliver, or cause to be delivered, to the Casa Seller Company or the applicable Person each of the following: (i) a certificate, dated as of the Closing Date, certificate executed by or on behalf of Purchaser and Merger Sub as to the satisfaction of the conditions set forth in Section 8.3(aSections 7.3(a) and Section 8.3(b7.3(b); (ii) payment of the closing payments set forth in Section 2.8 and payment or reservation of the Determined Cure Costs as set forth in Section 5.2(c);2.11; and (iii) a duly executed counterpart to copy of the resolution of each of Purchaser’s and the Related Documents; andMerger Sub’s board of directors, certified by an appropriate officer of each as having been duly and validly adopted and being in full force and effect as of the Closing Date, authorizing the execution and delivery of this Agreement and performance by Purchaser and Merger Sub of the Transactions; (iv) such other instruments of assumption and other instruments or documents, including bills of sale and/or assignment and assumption agreements, in form and substance reasonably acceptable to the Casa Seller, as may be necessary to effect Purchaser’s assumption of the Assumed Liabilities and the assignment of any Transferred Assets in accordance with the requirements of applicable Law and this Agreement, in each case duly executed by Purchaser. (cd) the Sellers Company shall deliver, or cause to be delivered, to Purchaser or the applicable Person each of the following: (i) a certificate, dated as of the Closing Date, certificate executed by or on behalf of the Sellers Company as to the satisfaction of the conditions set forth in Section 8.2(aSections 7.2(a) and Section 8.2(b7.2(b); (ii) an IRS Form W-9 duly completed certificates of good standing with respect to each of the Company and executed its Subsidiaries certified by the Casa SellerSecretary of State (or comparable authority) of the jurisdiction of organization of each such entity, each dated as of a date within five (5) Business Days before the Closing Date; (iii) a copy of the Sale Order resolution of the Company’s board of directors, certified by an appropriate officer of the Company as entered having been duly and validly adopted and being in full force and effect as of the Closing Date, authorizing the execution and delivery of this Agreement and performance by the Bankruptcy Court, vesting the Transferred Assets Company of the Casa Seller in Purchaser Free and ClearTransactions; (iv) a duly executed counterpart and completed certificate, together with a duly executed and completed notice that Purchaser may provide or cause to each be provided to the IRS, in compliance with Section 1.897-2(h) and 1.1445-2(c)(3)(i) of the Related DocumentsTreasury Regulations and reasonably satisfactory to Purchaser, stating that the Company is not, and has not been, during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code; (v) a schedule duly executed and authorized instructions to the relevant banking parties to transfer the authorized signatories on each bank account of Cure Coststhe Company Group to those individuals delegated in writing by Purchaser; and (vi) such other instruments (A) “payoff letters” or similar documents (the “Payoff Letters”), each in form and substance reasonably satisfactory to Purchaser, duly executed by the Company and each of assumption the creditors party to the loan agreements and other instruments documentation ACTIVE 274341277 set forth on Schedule 2.4(d)(vi) and any other creditors determined by Purchaser (collectively, the “Creditors”), specifying (1) the amounts required to pay off in full at the Closing all Indebtedness owing to such Creditor (including the outstanding principal, accrued and unpaid interest and prepayment and other penalties) and wire transfer information for such payment and (2) the written commitment of each such Creditor to release all Liens, if any, which such Creditor may hold on any of the assets of the Company on the Closing Date, and (B) all termination statements, lien releases, mortgage releases, re-assignments of trademarks, discharges of security interests and other similar discharge or documentsrelease documents (in recordable form, including bills if applicable) as are reasonably necessary to release as of sale and/or assignment and assumption agreements and record all Liens securing any Indebtedness of the Intellectual Property assignmentsCreditors; and (vii) written resignations, in form and substance reasonably acceptable to Purchaser, of each director and such officers of the Company and its Subsidiaries as may be necessary for have been requested by Purchaser at least three (3) Business Days prior to the Closing, effective assignment as of the Closing (which officer resignations shall not constitute a termination of employment); and (e) Purchaser and each Seller receiving Closing Date Stock Consideration hereunder shall execute and deliver a registration rights agreement, in substantially the form attached hereto as Exhibit G (the “Registration Rights Agreement”); provided, however, that the failure of any Transferred Assets such Seller to deliver a duly executed signature page thereto prior to Closing shall not affect the Closing, it being agreed that any such Seller shall become a party to the Registration Rights Agreement upon delivery to Purchaser and the recordation of the assignments, in accordance with the requirements of applicable Law and this Agreement, in each case a duly executed signature page by the Sellerssuch Seller.

Closing Deliveries of the Parties. At or prior to the Closing: (a) Purchaser and the Sellers shall execute and deliver the Bill of Sale payments and Assignment and Assumption Agreement and the IP Assignment Agreementamounts as set forth in Section 2.4 below; (b) Purchaser Seller shall deliver, or cause deliver to be delivered, to the Casa Seller or the applicable Person each of the followingPurchaser: (i) a certificateall stock certificates representing the Shares, dated as of the Closing Date, duly endorsed in blank (or accompanied by duly executed by or on behalf of Purchaser as to the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(bstock powers); (ii) payment a certificate, signed under penalties of perjury and substantially in the closing payments form set forth in the Treasury Regulations promulgated under Section 2.8 and payment or reservation 1445 of the Determined Cure Costs as set forth in Code, certifying that Seller is not a “foreign person” within the meaning of Section 5.2(c)1445 of the Code; (iii) a duly executed counterpart to each resignations of all directors of the Related Documents; and (iv) such other instruments of assumption Companies and other instruments or documents, including bills of sale and/or assignment their Subsidiaries and assumption agreements, in form and substance reasonably acceptable to the Casa Seller, as may be necessary to effect Purchaser’s assumption officers of the Assumed Liabilities and the assignment of any Transferred Assets Companies specified by Purchaser in accordance with the requirements of applicable Law and this Agreement, in each case duly executed by Purchaser. (c) the Sellers shall deliver, or cause writing prior to be delivered, to Purchaser or the applicable Person each of the following: (i) a certificate, dated as of the Closing Date, executed by or on behalf of the Sellers as to the satisfaction of the conditions set forth in Section 8.2(a) and Section 8.2(b); (ii) an IRS Form W-9 duly completed and executed by the Casa Seller; (iii) a copy of the Sale Order as entered by the Bankruptcy Court, vesting the Transferred Assets of the Casa Seller in Purchaser Free and ClearClosing; (iv) a duly executed counterpart to each payoff letters, releases, discharges or other similar instruments (“Payoff Letters”) providing for the repayment in full the Indebtedness of the Related DocumentsCompanies and their Subsidiaries set forth on Schedule 2.4(c), the release of all Liens granted with respect thereto, together with all instruments, documents, termination statements, UCC financing statements and discharges of registrations pursuant to the UCC relating thereto, and delivery to the Companies of all assets of the Companies and their Subsidiaries held as collateral by the Persons to which such Indebtedness is owed (including original title documents); (v) a schedule the Officer Certificate, executed by an executive officer of Cure Coststhe Seller; (vi) proof of “tail coverage” for the Companies’ errors & omissions, directors’ and officers’ liability, and employment practices liability policies; (vii) termination and release agreements in connection with the employment of Txxxx Xxxxx and Axxx Xxxxxxx; and (viviii) such other instruments evidence of assumption and other instruments or documents, including bills of sale and/or assignment and assumption agreements and the Intellectual Property assignments, in form and substance reasonably acceptable to Purchaser, as may be necessary for the effective assignment of any Transferred Assets to Purchaser and the recordation termination of the assignments, in accordance with the requirements of applicable Law and this Agreement, in each case duly executed by the Sellersagreements set forth on Schedule 2.3(b)(x).

Closing Deliveries of the Parties. At or prior to the Closing: (a) Purchaser Hi Solutions shall deliver, or cause to be delivered to the Seller each of the following (each in form and substance reasonably satisfactory to Seller): (i) evidence of Hi Solutions’ instructions to its transfer agent instructing the Sellers shall execute transfer agent to make a book-entry record in accordance with the instructions provided by the transfer agent, including appropriate restrictive and deliver other legends and evidencing the Bill issuance to the Seller of Sale the applicable number of Hi Closing Shares, registered in the name of Seller; (ii) a certificate dated as of the Closing Date, duly executed by an authorized officer of Hi Solutions, given by him on behalf of Hi Solutions, certifying as to (A) an attached copy of each of Hi Solutions certificate of incorporation and Assignment bylaws and Assumption stating that neither have been amended, modified, revoked or rescinded, and (B) an attached copy of the resolutions of the board of directors of Hi Solutions authorizing and approving the execution, delivery and performance of this Agreement and the IP Assignment other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and stating that such resolutions have not been amended, modified, revoked or rescinded; (iii) a certificate of good standing, dated not more than ten days prior to the Closing Date, with respect to Hi Solutions, issued by the Secretary of State of the State of Nevada; (iv) a certificate of good standing, dated not more than ten days prior to the Closing Date, with respect to Merger Sub, issued by the Secretary of State of the State of Florida; (v) the Employment Agreement;, duly executed by Hi Solutions;and (vi) such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the Merger. (b) Purchaser The Seller shall deliver, or cause to be delivered, to the Casa Seller or the applicable Person Hi Solutions each of the following:following (each in a form and substance satisfactory to Hi Solutions): (i) an assignment of the Interests, duly executed by Seller; (ii) evidence of the termination of each of those Related Party Arrangements and other Contracts and transactions set forth on Section 2.10(b)(ii) of the Seller Disclosure Schedule; (iii) a certificate, certificate dated as of the Closing Date, executed by or on behalf of Purchaser as to the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b); (ii) payment of the closing payments set forth in Section 2.8 and payment or reservation of the Determined Cure Costs as set forth in Section 5.2(c); (iii) a duly executed counterpart to each of the Related Documents; and (iv) such other instruments of assumption and other instruments or documents, including bills of sale and/or assignment and assumption agreements, in form and substance reasonably acceptable to the Casa Seller, as may be necessary to effect Purchaser’s assumption of the Assumed Liabilities and the assignment of any Transferred Assets in accordance with the requirements of applicable Law and this Agreement, in each case duly executed by Purchaser. (c) the Sellers shall deliver, or cause to be delivered, to Purchaser or the applicable Person each an authorized officer of the following: (i) a certificateCompany, dated as of the Closing Date, executed given by or him on behalf of the Sellers Company, certifying as to the satisfaction (A) an attached copy of each of the conditions set forth in Section 8.2(a) Organizational Documents of the Company and Section 8.2(b); stating that none of such Organizational Documents have been amended, modified, revoked or rescinded, and (iiB) an IRS Form W-9 duly completed and executed by the Casa Seller; (iii) a attached copy of the Sale Order resolutions of Seller as entered by the Bankruptcy Court, vesting the Transferred Assets sole stockholder of the Casa Seller in Purchaser Free Company authorizing and Clearapproving the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and stating that such resolutions have not been amended, modified, revoked or rescinded; (iv) a duly executed counterpart certificate of good standing, dated not more than ten days prior to each the Closing Date, with respect to the Company, issued by the Secretary of State of the Related DocumentsState of Florida; (v) an affidavit from Seller, duly completed and executed in a schedule form consistent with Treasury Regulation Section 1.1445-2(b), certifying that Seller is not a “foreign person” within the meaning of Cure CostsSection 1445 of the Code; (vi) the consents listed on Section 2.5(b)(vi) of the Seller Disclosure Schedule; (vii) payoff letters with respect to all Indebtedness identified in the Closing Statement to be paid off (the “Payoff Letters”) and all instruments and documents necessary to release any and all Liens securing Indebtedness, including any necessary UCC termination statements or other releases; (viii) the Employment Agreement, duly executed by the Seller; and (viix) such other documents or instruments of assumption as Hi Solutions reasonably requests and other instruments or documents, including bills of sale and/or assignment and assumption agreements and are reasonably necessary to consummate the Intellectual Property assignments, in form and substance reasonably acceptable to Purchaser, as may be necessary for the effective assignment of any Transferred Assets to Purchaser and the recordation of the assignments, in accordance with the requirements of applicable Law and this Agreement, in each case duly executed by the SellersMerger.

Closing Deliveries of the Parties. At or prior to the Closing: (a) Purchaser Hi Solutions shall deliver to the Seller evidence of Hi Solutions’ instructions to its Transfer Agent instructing the Transfer Agent to make a book-entry record in accordance with the Transfer Agent Instructions, including appropriate restrictive and other legends and evidencing the Sellers shall execute and deliver issuance to the Bill Seller of Sale and Assignment and Assumption Agreement and the IP Assignment Agreement;applicable number of shares of Hi Common Stock equal to the Equity Consideration (the “Hi Closing Shares”), registered in the name of Seller. (b) Purchaser The Seller shall deliver, or cause to be delivered, to the Casa Seller or the applicable Person Hi Solutions each of the following:following (each in a form and substance satisfactory to Hi Solutions): (i) an assignment of the Interests, duly executed by Seller; (ii) evidence of the termination of each of those Related Party Arrangements and other Contracts and transactions set forth on Section 2.5(b)(ii) of the Seller Disclosure Schedule; (iii) a certificate, certificate dated as of the Closing Date, executed by or on behalf of Purchaser as to the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b); (ii) payment of the closing payments set forth in Section 2.8 and payment or reservation of the Determined Cure Costs as set forth in Section 5.2(c); (iii) a duly executed counterpart to each of the Related Documents; and (iv) such other instruments of assumption and other instruments or documents, including bills of sale and/or assignment and assumption agreements, in form and substance reasonably acceptable to the Casa Seller, as may be necessary to effect Purchaser’s assumption of the Assumed Liabilities and the assignment of any Transferred Assets in accordance with the requirements of applicable Law and this Agreement, in each case duly executed by Purchaser. (c) the Sellers shall deliver, or cause to be delivered, to Purchaser or the applicable Person each an authorized officer of the following: (i) a certificateCompany, dated as of the Closing Date, executed given by or him on behalf of the Sellers Company, certifying as to the satisfaction (A) an attached copy of each of the conditions set forth in Section 8.2(a) Company Organizational Documents and Section 8.2(b); stating that none of the Company Organizational Documents have been amended, modified, revoked or rescinded, and (iiB) an IRS Form W-9 duly completed and executed by the Casa Seller; (iii) a attached copy of the Sale Order resolutions of Seller as entered by the Bankruptcy Court, vesting the Transferred Assets sole member of the Casa Seller in Purchaser Free Company authorizing and Clearapproving the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and stating that such resolutions have not been amended, modified, revoked or rescinded; (iv) a duly executed counterpart certificate of good standing, dated not more than five days prior to each the Closing Date, with respect to the Company, issued by the Secretary of the Related DocumentsCommonwealth of Pennsylvania; (v) an affidavit from Seller, duly completed and executed in a schedule form consistent with Treasury Regulation Section 1.1445-2(b), certifying that Seller is not a “foreign person” within the meaning of Cure CostsSections 1445 and 1446 of the Code; (vi) the consents listed on Section 2.5(b)(vi) of the Seller Disclosure Schedule; (vii) payoff letters with respect to all Indebtedness identified in the Closing Statement to be paid off (the “Payoff Letters”) and all instruments and documents necessary to release any and all Liens securing Indebtedness, including any necessary UCC termination statements or other releases; (viii) a joinder to the Employment Agreement, duly executed by the Seller; and (viix) such other documents or instruments as Hi Solutions reasonably requests and are reasonably necessary to consummate the Transactions. (c) Nothwithstanding the foregoing, the Seller shall have the right to elect to have up to 25% of assumption and other instruments or documentsthe Equity Value paid in cash rather than in the form of shares Hi Common Stock. Should Seller make this election, including bills the number of sale and/or assignment and assumption agreements Closing Shares to be delivered at the Closing shall be proportionally reduced and the Intellectual Property assignments, in form Seller shall issue the Promissory Note at the Closing which shall be due and substance reasonably acceptable payable to Purchaser, Seller as may be necessary for the effective assignment of any Transferred Assets to Purchaser and the recordation of the assignments, in accordance with the requirements of applicable Law and this Agreement, in each case duly executed by the Sellersset forth therein.