Common use of Closing Deliveries of the Seller Clause in Contracts

Closing Deliveries of the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser all of the following: (a) share certificates evidencing the Shares, accompanied by duly executed stock transfer powers in form and substance reasonably satisfactory to the Purchaser; (b) a certificate of compliance or status for each of the Purchased ELN Companies issued as of a recent date by appropriate government officials of their respective jurisdiction of incorporation; (c) a certificate of an officer of each of the Purchased ELN Companies, dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser, certifying to (i) its Organizational Documents in effect as of the Closing Date and (ii) the resolutions of its board of directors, authorizing and approving the execution and delivery of this Agreement and the Ancillary Agreements, as applicable, and the consummation of the Contemplated Transactions, which resolutions shall have been certified as true, correct and in full force and effect without rescission, revocation or amendment as of the Closing Date; (d) the minute books, ledgers and registers, corporate seal and other corporate records of each of the Purchased ELN Companies; (e) the certificate of the Seller required to be delivered pursuant to Section 6.2(d); (f) all consents, waivers or approvals obtained by the Seller with respect to the consummation of the Contemplated Transactions, including the items set forth in Schedule 3.4(b); (g) the Restructuring Agreements and all other agreements and instruments required to implement the Restructuring Transactions, each duly executed by the parties thereto and in form and substance satisfactory to the Purchaser, acting reasonably; (h) a certificate of an officer of the Seller, dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser, certifying that the Loss Consolidation Unwind Transactions have been duly completed substantially in the manner described on ANNEX V; (i) the License Agreement, the Pension Plan and Employee Benefit Plan Agreement, the Pension Assignment and Assumption Agreements, and the Transition Services Agreement, each duly executed by the Seller; and (j) the Sublease, duly executed by the Seller or one of its Affiliates.

Closing Deliveries of the Seller. At the Closing, the Seller shall deliver deliver, or shall cause to be delivered: (i) a xxxx of sale fully executed by the Seller and notarized (the “Xxxx of Sale”), as required, pursuant to which the Seller shall or shall cause to be transferred, sold, conveyed, assigned and delivered to the Purchaser Buyer all right, title and interest in and to the Vessel free and clear of all Encumbrances (as hereinafter defied) and in such form as is required by the following:United States Coast Guard National Vessel Documentation Center (the “NVDC”); (aii) share certificates evidencing a “Satisfaction of Mortgage” or other release document executed by Regions Bank, X.X. Xxx 00000, Xxx Xxxxxx, Xx. U.S.A. (“Regions Bank”), discharging fully the Shares, accompanied by duly executed stock transfer powers $50,000,000.00 mortgage (the “Mortgage”) granted in favor of Regions Bank on the Vessel in such form and substance reasonably as is satisfactory to the PurchaserBuyer and is required by the NVDC; (biii) a certificate release document discharging UCC lien numbers 00-000-0000; and 00-000-0000 on the Vessel in favor of compliance or status for each of Regions Bank in such form as is satisfactory to the Purchased ELN Companies issued as of a recent date by appropriate government officials of their respective jurisdiction of incorporationBuyer; (civ) any other document, instrument or action required to cancel any and all other Encumbrances on the Vessel or any collateral relating to the Vessel in favor of any person, including, without limitation, Regions Bank; (v) a good standing certificate from the Secretary of an officer State for the State of each of the Purchased ELN Companies, Louisiana dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser, certifying to (i) its Organizational Documents in effect as of the Closing Date certifying that the Buyer is in good standing and is authorized to do business in Louisiana; (vi) a certificate from the Seller and the shareholders of the Seller dated the Closing Date and signed by a duly authorized officer and the shareholders thereof certifying that: (A) the representations and warranties of the Seller were true and correct when made and are true and correct as of the Closing Date; and (iiB) the resolutions Seller has complied in all material respects with all of its board covenants and agreements contained in this Agreement; (vii) executed copies of directorssuch documents, authorizing if any, provided prior to the Closing Date by the Buyer to the Seller to facilitate the Buyer’s registration of the Vessel with the United States Coast Guard or such other jurisdiction chosen by the Buyer; (viii) the Vessel safely afloat at a dockside at or near the Port of New Iberia, Louisiana, or such other location to be mutually agreed by the Parties; (ix) a receipt for the Purchase Price upon issuance of the Closing Certificate; (x) a true and approving complete certified copy of the resolution(s) duly and validly adopted by the shareholders and Board of Directors of the Seller evidencing their authorization of the execution and delivery of this Agreement and the Ancillary Agreements, as applicable, and the consummation of the Contemplated Transactions, which resolutions shall have been certified as true, correct and in full force and effect without rescission, revocation or amendment as of the Closing Datetransactions contemplated hereby; (dxi) Any technical or regulatory documentation pertaining to the minute booksVessel which the Seller may have in its possession and which is not already aboard the Vessel, ledgers including, without limitation, ABS certificates, loadline certificates, radio licenses, operating manuals and registers, corporate seal and other corporate records of each engineering drawings. The Buyer shall also be entitled to retain a hard copy of the Purchased ELN CompaniesVessel’s preventative maintenance records, provided that this documentation may be provided to the Buyer onboard the Vessel; (exii) A fax copy or original of a Certificate of Ownership from the certificate of NVDC dated on the Seller required Closing Date showing the Vessel to be delivered pursuant to Section 6.2(d); (f) all consents, waivers or approvals obtained by the Seller with respect to the consummation of the Contemplated Transactions, including the items set forth in Schedule 3.4(b); (g) the Restructuring Agreements and all other agreements and instruments required to implement the Restructuring Transactions, each duly executed by the parties thereto and in form and substance satisfactory to the Purchaser, acting reasonably; (h) a certificate of an officer of the Seller, dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser, certifying that the Loss Consolidation Unwind Transactions have been duly completed substantially in the manner described on ANNEX V; (i) the License Agreement, the Pension Plan and Employee Benefit Plan Agreement, the Pension Assignment and Assumption Agreements, and the Transition Services Agreement, each duly executed by the Sellerfree from Encumbrances; and (jxiii) All documentation necessary to transfer any warranties on any of the Sublease, duly executed by equipment comprising the Vessel to the extent that the Seller or one has the benefit of its Affiliatesany such warranties.

Closing Deliveries of the Seller. At the Closing, the Seller shall deliver deliver, or cause to be delivered to the Purchaser all of the following: (a) share certificates evidencing the Sharesdelivered, accompanied by duly executed stock transfer powers in form and substance reasonably satisfactory to the Purchaser; (b) a certificate of compliance or status for each of the Purchased ELN Companies issued as of a recent date by appropriate government officials of their respective jurisdiction of incorporation; (c) a certificate of an officer of each of the Purchased ELN Companies, dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser, certifying to (i) its Organizational Documents in effect the following instruments, certificates and other documents, dated as of the Closing Date and executed on behalf of the Seller by a duly authorized officer thereof, in order to effect the transfer of the Purchased Assets to the Purchaser pursuant to Section 2.1 hereof: (a) Instruments of Transfer and Assignment. (i) Special warranty deeds in substantially the forms attached hereto as Exhibit A1 and Exhibit A2 (the "Deeds"), conveying fee simple title to all of the Owned Real Property; (ii) a Xxxx of Sale substantially in the resolutions form attached hereto as Exhibit B (the "Xxxx of its board of directors, authorizing and approving the execution and delivery of this Agreement and the Ancillary Agreements, as applicable, and the consummation of the Contemplated Transactions, which resolutions shall have been certified as true, correct and in full force and effect without rescission, revocation or amendment as of the Closing Date; (d) the minute books, ledgers and registers, corporate seal and other corporate records of each of the Purchased ELN Companies; (e) the certificate of the Seller required to be delivered pursuant to Section 6.2(dSale"); (fiii) an Instrument of Assignment and Assumption substantially in the form attached hereto as Exhibit C (the "Assignment and Assumption"); (iv) an Assignment of Proprietary Rights substantially in the form attached hereto as Exhibit D1 (the "Assignment of Proprietary Rights"); (v) an Assignment of Station Licenses substantially in the form attached hereto as Exhibit D2 (the "Assignment of Station Licenses"); (vi) copies of all consentsinstruments, waivers or approvals obtained by certificates, documents and other filings (if applicable) necessary to release the Seller with respect to the consummation of the Contemplated Transactions, including the items Purchased Assets from all Encumbrances other than Permitted Encumbrances and those Encumbrances set forth in Schedule 3.4(b)4.5(b) hereto, all in a form reasonably satisfactory to counsel for the Purchaser; (gvii) copies of all requisite Licenses, waivers, consents, approvals, authorizations, qualifications and other orders of any Governmental Authorities with competent jurisdiction over the Restructuring Agreements transactions contemplated hereby, and all other agreements requisite consents, approvals or waivers from third parties, which are necessary to effect the valid transfer and instruments required to implement assignment of the Restructuring Transactions, each duly executed by the parties thereto and in form and substance satisfactory Purchased Assets to the Purchaser, acting reasonably; (h) a certificate of an officer of Purchaser pursuant to this Agreement and to otherwise consummate the Seller, dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser, certifying that the Loss Consolidation Unwind Transactions have been duly completed substantially in the manner described on ANNEX V; (i) the License Agreement, the Pension Plan and Employee Benefit Plan Agreement, the Pension Assignment and Assumption Agreements, and the Transition Services Agreement, each duly executed by the Sellertransactions contemplated hereby; and (jviii) all other instruments and certificates of conveyance and transfer as the SubleasePurchaser may reasonably request in order to more effectively convey and transfer the Purchased Assets to the Purchaser and to put the Purchaser in operational control of the Business, duly executed by or for aiding, assisting, collecting and reducing to possession any of the Seller or one of its AffiliatesPurchased Assets and exercising rights with respect thereto.

Closing Deliveries of the Seller. At Subject to the conditions set forth in this Agreement, at or prior to the Closing, the Seller shall deliver or cause to be delivered to the Purchaser all of the followingPurchaser: (a) share certificates evidencing the SharesAssignment of LLC Interests, accompanied by duly executed stock transfer powers in form and substance reasonably satisfactory to by the PurchaserSeller; (b) a certificate of compliance or status for each of the Purchased ELN Companies issued Affidavit as of a recent date to Lost Membership Certificate, duly executed by appropriate government officials of their respective jurisdiction of incorporationthe Seller; (c) the Assignment and Assumption Agreement, duly executed by the Seller; (d) the Purchase Price Allocation as provided in Section 2.4(d), duly executed by the Seller; (e) the Intercreditor Agreement, duly executed by the Lender and the Seller; (f) a certificate true and correct copy of an officer of each resolutions of the Purchased ELN Companies, dated member(s) of the Closing DateSeller, in form and substance reasonably satisfactory to the Purchaser, certifying approving the transactions contemplated by this Agreement and authorizing its manager(s), officer(s) or other authorized agents to (i) its Organizational Documents execute, deliver, enter into and perform, in effect as the name and on behalf of the Closing Date and (ii) the resolutions of its board of directorsSeller, authorizing and approving the execution and delivery of this Agreement and the Ancillary AgreementsAgreements to which the Seller is a party; (g) a certificate from an officer of the Seller, in form and substance reasonably satisfactory to Purchaser, dated as applicableof the Closing Date, certifying (i) as to the resolutions of the member(s) of the Seller approving and authorizing the transactions contemplated by this Agreement, (ii) as to the names and signatures of the officer(s), manager(s) or other authorized agent(s) of the Seller authorized to sign this Agreement and the Ancillary Agreements to which Seller is a party on behalf of the Seller, and (iii) that the consummation of the Contemplated Transactions, which resolutions shall applicable conditions precedent specified in Sections 8.2(a) and 8.2(b) have been certified as satisfied; (h) a true, correct and in full force complete list of all Indebtedness (other than Transaction Indebtedness) and effect without rescissionTrade Payables of the Company Group Known to the Seller to exist on the Closing Date, revocation together with evidence reasonably satisfactory to Purchaser that all such Indebtedness and Trade Payables are being or amendment have been fully paid or otherwise satisfied by the Company Group or the Seller as of the Closing; (i) copies of signed written resignations of each manager and officer of the Company and CRD effective as of the Closing Date; (dj) the minute books, ledgers original books and registers, corporate seal and other corporate records of each of the Purchased ELN Companies; (e) the certificate of the Seller required to be delivered pursuant to Section 6.2(d); (f) all consents, waivers or approvals obtained by the Seller with respect to the consummation of the Contemplated Transactions, including the items set forth Company Group then in Schedule 3.4(b); (g) the Restructuring Agreements and all other agreements and instruments required to implement the Restructuring Transactions, each duly executed by the parties thereto and in form and substance satisfactory to the Purchaser, acting reasonably; (h) a certificate of an officer of the Seller, dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser, certifying that the Loss Consolidation Unwind Transactions have been duly completed substantially in the manner described on ANNEX V; (i) the License Agreement, the Pension Plan and Employee Benefit Plan Agreement, the Pension Assignment and Assumption Agreements, and the Transition Services Agreement, each duly executed by the Seller’s possession; and (jk) such other documents or instruments as Purchaser may reasonably request in good faith to consummate or evidence the Sublease, duly executed by the Seller or one of its Affiliatestransactions contemplated hereby.

Closing Deliveries of the Seller. At Contemporaneously with the Closing, unless waived by the Buyer, the Seller shall deliver or cause to be delivered to the Purchaser all of the followingshall: (a) share certificates evidencing the Sharestransfer, accompanied by duly executed stock transfer powers in form convey, assign and substance reasonably satisfactory deliver to the PurchaserBuyer all of Seller's right, title and interest in the Purchased Assets; (b) a certificate of compliance or status for each of execute and deliver to the Purchased ELN Companies issued Buyer the Common Stock Warrant in the form attached hereto as of a recent date by appropriate government officials of their respective jurisdiction of incorporationExhibit A; (c) execute and deliver to the Buyer the Patent Purchase, License and Repurchase Agreement in the form attached hereto as Exhibit B; (d) execute and deliver to the Buyer the IPIX Trademark/Service Mark License Agreement in the form attached hereto as Exhibit C; (x) execute and deliver to the Buyer the Investors' Rights Agreement in the form attached hereto as Exhibit D; (f) execute and deliver to the Buyer the Qwest Assignment Agreement in the form attached hereto as Exhibit E; (g) execute and deliver to the Buyer the Intercompany Agreement in the form attached hereto as Exhibit F; (h) execute and deliver to the Buyer a certificate of an officer of each of the Purchased ELN Companiesits secretary, dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser, certifying to setting forth: (i) its Organizational Documents in effect as of the Closing Date and (ii) the resolutions of its board of directors, directors authorizing and approving the execution and delivery of this Agreement and the Ancillary Agreements, as applicable, documents contemplated hereby and the consummation of the Contemplated Transactionstransactions contemplated hereby and thereby, which and certifying that such resolutions shall have not been certified as true, correct amended or rescinded and are in full force and effect without rescissionand (ii) the Certificate of Incorporation and Bylaws of the Seller, revocation certifying that such documents have not been amended or amendment rescinded and are in full force and effect; (i) execute and deliver a certificate of an appropriate officer of the Seller dated the Closing Date stating that the conditions set forth in Sections 7.1 have been satisfied; (j) deliver an updated Disclosure Schedule, prepared as though this Agreement has been dated as of the Closing Date; (d) the minute books, ledgers and registers, corporate seal and other corporate records of each of the Purchased ELN Companies; (e) the certificate of the Seller required to be delivered pursuant to Section 6.2(d); (f) all consents, waivers or approvals obtained by the Seller with respect to the consummation of the Contemplated Transactions, including the items set forth in Schedule 3.4(b); (g) the Restructuring Agreements and all other agreements and instruments required to implement the Restructuring Transactions, each duly executed by the parties thereto and in form and substance satisfactory to the Purchaser, acting reasonably; (h) a certificate of an officer of the Seller, dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser, certifying that the Loss Consolidation Unwind Transactions have been duly completed substantially in the manner described on ANNEX V; (i) the License Agreement, the Pension Plan and Employee Benefit Plan Agreement, the Pension Assignment and Assumption Agreements, and the Transition Services Agreement, each duly executed by the Seller; and (jk) the Sublease, deliver duly executed by copies of all agreements, instruments, certificates and other documents necessary or appropriate, in the Seller or one opinion of its AffiliatesBuyer's counsel, to release any and all Encumbrances against the Purchased Assets, other than Permitted Liens.

Closing Deliveries of the Seller. At Concurrently herewith, the Seller shall deliver (or cause to be delivered) to the Buyer the following, the receipt of which shall be a condition to the obligations of the Buyer hereunder: (a) a counterpart signature page to this Agreement duly executed by the Seller, together with the Seller Disclosure Schedule; (b) true and complete copies of each of the notices, consents, approvals and authorizations required to be obtained by the Seller and/or any of the Acquired Companies as are set forth in Section 5.1(b) of the Seller Disclosure Schedule (the "Required Consents"), each of which shall be in full force and effect on and as of the date hereof; (c) certificates evidencing all of the Shares, duly endorsed in blank or with stock powers duly executed by the Seller necessary to effect immediate transfer of ownership for such Shares to the Buyer; (d) certificates evidencing all of nominee, director or similar minority shares held in each of the applicable Non-US Subsidiaries, duly endorsed in blank or with stock powers duly executed by the applicable transferee or, to the extent any of such shares are not evidenced by certificates, such other duly completed forms or transfer instructions necessary to effect immediate transfer of ownership for such shares to the issuer thereof; provided, however, that to the extent that the shares held by the former employee referred to in Section 4.3 are not available for transfer at Closing, the Seller shall deliver or use its best efforts to cause such shares to be delivered transferred as soon as possible following resolution of the dispute as contemplated by Section 4.3; (e) good standing certificates for the Seller and, to the Purchaser all extent such concept exists in the relevant jurisdiction, each of the Acquired Companies dated as of a recent date, it being agreed that to the extent any such certificates are not available by Closing, Seller shall deliver such certificates as soon as possible following the Closing and, to the extent available, shall obtain any informal or oral confirmations of good standing; (f) the Charter Documents of each of the Acquired Companies, including, as appropriate, certifications thereof from the appropriate Governmental Entities as of a recent date; (g) the minute books, stock books, ledgers and registers, corporate seals and other similar corporate, financial and tax records of each of the Acquired Companies; (h) a certificate signed by the duly appointed secretary or assistant secretary of the Seller certifying: (i) the resolutions of the Board of Directors of the Seller authorizing the execution and delivery of this Agreement and the consummation by the Seller of the transactions contemplated hereby; and (ii) the incumbency of the officers(s) of the Seller executing this Agreement and any other documents delivered on behalf of the Seller in connection herewith; (i) evidence in form and substance satisfactory to the Buyer of the following: (ai) share certificates evidencing any notices, materials or information delivered to or received from the Shareswork's council and/or employees of NMT NeuroSciences Implants (France) SA, accompanied including those contemplated by duly executed stock the representation set forth in Section 2.15(e); (ii) the settlement of the intercompany items as contemplated by Section 4.1, together with documents regarding the creation and existence of the Holdings SA debt held by International in the Seller's or any Acquired Company's possession; (iii) the full and complete transfer powers and assignment to one or more of the Acquired Companies of any assets, rights or other property related to the Business heretofore held by the Seller or its Affiliates (other than the Acquired Companies); (iv) the valid and marketable title of all Owned Real Property; (v) the provision of a letter of credit in favor of the French Tax Administration in support of any potential payment obligations with respect to the pending French tax audit; (vi) the transfer prior to the Closing Date of all of the issued and outstanding shares of the entities specified in Section 2.5(b) to the Seller or the Seller's designee (other than the shares held by the former employee involved in the Former Employee Claim as contemplated by Section 4.3); and (vii) adoption of appropriate resolutions of the shareholder and Board of Directors of each of the applicable Acquired Companies in connection with the transactions contemplated hereby and the resignation and replacement of the officers, directors and statutory auditors of each of such Acquired Company; (j) a legal opinion of Xxxx and Xxxx LLP, U.S. counsel to the Seller, in form and substance reasonably satisfactory to the PurchaserBuyer, together with a legal opinion of Xxxxxxxx, Xxxxxx & Finger, special Delaware counsel to the Seller, each in form and substance satisfactory to the Buyer; (bk) a certificate legal opinion of compliance or status for each of Salans Xxxxxxxxx & Heilbronn, French counsel to the Purchased ELN Companies issued as of a recent date by appropriate government officials of their respective jurisdiction of incorporationSeller, in form and substance satisfactory to the Buyer; (cl) a certificate of an officer of each of the Purchased ELN Companies, dated the Closing Daterelease, in form and substance reasonably satisfactory to the PurchaserBuyer, certifying to (i) its Organizational Documents in effect as executed by the Seller, on behalf of the Closing Date itself and (ii) the resolutions each of its board of Affiliates (other than the Acquired Companies), releasing each Acquired Company and their respective directors, authorizing officers and approving employees from any liability whatsoever (actual or contingent) which may be owing to the execution and delivery of this Agreement and the Ancillary Agreements, as applicable, and the consummation of the Contemplated Transactions, which resolutions shall have been certified as true, correct and in full force and effect without rescission, revocation Seller or amendment any such Affiliates on or as of the Closing Date; (dm) the minute booksresignations, ledgers and registers, corporate seal and other corporate records of each of the Purchased ELN Companies; (e) the certificate of the Seller required to be delivered pursuant to Section 6.2(d); (f) all consents, waivers or approvals obtained by the Seller with respect to the consummation of the Contemplated Transactions, including the items set forth in Schedule 3.4(b); (g) the Restructuring Agreements and all other agreements and instruments required to implement the Restructuring Transactions, each duly executed by the parties thereto and in form and substance satisfactory to the PurchaserBuyer, acting reasonablyof each of the officers, directors and managers of the Acquired Companies who will not remain employees of the Acquired Companies immediately following the Closing or as otherwise requested by the Buyer; (hn) documentation necessary to effect the termination of signature authority of any Person other than a certificate of an officer employee of the Seller, dated Business immediately following the Closing Dateover or in respect of any bank or similar account held by or in the name of any of the Acquired Companies, together with such other documentation as necessary to grant signature authority to Buyer's designee(s) over such bank or similar accounts; (o) such other certificates, instruments and other documents reasonably requested by the Buyer to effect the transactions contemplated hereby, all of which shall be reasonably satisfactory in form and substance reasonably satisfactory to the Purchaser, certifying that the Loss Consolidation Unwind Transactions have been duly completed substantially in the manner described on ANNEX V;Buyer; and (ip) a counterpart signature page to the License Agreementcross-receipt contemplated by Section 1.3(b)(iv) hereof, the Pension Plan and Employee Benefit Plan Agreement, the Pension Assignment and Assumption Agreements, and the Transition Services Agreement, each duly executed by the Seller; and (j) the Sublease, duly executed by the Seller or one of its Affiliates.

Closing Deliveries of the Seller. At the Time of Closing, the Seller shall will deliver or cause to be delivered to the Purchaser all each of the following: (a1) share certificates evidencing the Shares, accompanied VTB Loan executed by a duly executed stock transfer powers authorized officer of the Seller; (2) the CannMart Group Shares registered in form and substance reasonably satisfactory to the name of the Purchaser; (b3) the Securities Pledge Agreement executed by a certificate of compliance or status for each duly authorized officer of the Purchased ELN Companies issued as of a recent date by appropriate government officials of their respective jurisdiction of incorporationSeller; (c4) the Escrow Agreement executed by a duly authorized officer of the Seller and counsel to the Seller as the Escrow Agent; (5) the General Security Agreement executed by a duly authorized officer of the Seller; (6) the Warrant Certificate executed by a duly authorized officer of the Purchaser. (7) A certificate of an officer of each one of the Purchased ELN CompaniesSeller’s senior officers, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchaser, certifying to certifying: (i) its Organizational that attached thereto are true and complete copies of the Constating Documents of the CannMart Group and the Seller (and all amendments thereto as in effect as of the Closing Date and on such date), (ii) the all resolutions of its the board of directors, authorizing directors of the Seller and the CannMart Group approving the execution and delivery entering into of this Agreement and the Ancillary Agreements, as applicablecompletion of the Transaction, and (iii) as to the consummation incumbency and genuineness of the Contemplated Transactionssignature of each officer of the Seller and the CannMart Group executing this Agreement or any of the other agreements or documents contemplated hereby. (8) The officer’s certificates referred to in Sections 3.02(2). (9) The resignations and releases referred to in Section 3.02(11). (10) A certificate of status or good standing for the Seller and each entity of the CannMart Group, which resolutions shall have been certified as true, correct and in full force and effect without rescission, revocation or amendment as dated within two (2) days of the Closing Date;. (d11) the minute booksSuch other certificates, ledgers instruments, agreements and registers, corporate seal documents required by this Agreement or ancillary agreement or as may be reasonably requested by Xxxxxxxxx and other corporate records of each of the Purchased ELN Companies; (e) the certificate of the agreed by Seller required to be delivered pursuant to Section 6.2(d); (f) all consents, waivers or approvals obtained by the Seller with respect prior to the consummation Closing Date to carry out the intent and purposes of the Contemplated Transactions, including the items set forth in Schedule 3.4(b); (g) the Restructuring Agreements and all other agreements and instruments required to implement the Restructuring Transactions, each duly executed by the parties thereto and in form and substance satisfactory to the Purchaser, acting reasonably; (h) a certificate of an officer of the Seller, dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser, certifying that the Loss Consolidation Unwind Transactions have been duly completed substantially in the manner described on ANNEX V; (i) the License Agreement, the Pension Plan and Employee Benefit Plan Agreement, the Pension Assignment and Assumption Agreements, and the Transition Services Agreement, each duly executed by the Seller; and (j) the Sublease, duly executed by the Seller this Agreement or one of its Affiliatesancillary agreement.

Closing Deliveries of the Seller. At or prior to the Closing, the Seller shall deliver will execute and/or deliver, or cause to be delivered executed and/or delivered, as applicable, to the Purchaser all of the followingBuyer: (ai) share certificates evidencing an equity interest assignment agreement, in substantially the Sharesform attached hereto as Exhibit E, accompanied by duly executed stock transfer powers in form providing for the conveyance to Buyer of good, valid and substance reasonably satisfactory marketable title to the PurchaserEquity Interests of the Company, free and clear of all Liens other than restrictions on transfer under state and federal securities Laws; (b) a certificate of compliance or status for each of the Purchased ELN Companies issued as of a recent date by appropriate government officials of their respective jurisdiction of incorporation; (c) a certificate of an officer of each of the Purchased ELN Companies, dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser, certifying to (i) its Organizational Documents in effect as of the Closing Date and (ii) the resolutions of its board of directorsConwed NV Purchase Agreement, authorizing duly executed by the Company and approving the execution and delivery of this Agreement and the Ancillary Agreements, as applicable, and the consummation of the Contemplated Transactions, which resolutions shall have been certified as true, correct and in full force and effect without rescission, revocation or amendment Leucadia; (iii) a certificate dated as of the Closing Date;, duly executed on behalf of the Company by the President of the Company, certifying that the conditions relating to the Company set forth in Sections 9.2(a) and 9.2(b) have been satisfied and in substantially the form attached hereto as Exhibit G; ACTIVE 218042945 (div) the minute books, ledgers and registers, corporate seal and other corporate records of each a certificate dated as of the Purchased ELN Companies; (e) the certificate Closing Date, duly executed on behalf of the Seller required to be delivered pursuant to Section 6.2(d); (f) all consents, waivers or approvals obtained by the Seller with respect to the consummation of the Contemplated Transactions, including the items set forth in Schedule 3.4(b); (g) the Restructuring Agreements and all other agreements and instruments required to implement the Restructuring Transactions, each duly executed by the parties thereto and in form and substance satisfactory to the Purchaser, acting reasonably; (h) a certificate of an officer President of the Seller, certifying that the conditions relating to the Seller set forth in Sections 9.2(c) and 9.2(d) have been satisfied and in substantially the form attached hereto as Exhibit H; (v) letters of resignation, substantially in the form attached hereto as Exhibit I and effective as of the Closing, duly executed by all of members of the boards of managers or similar governing body, as applicable, of the Acquired Companies, resigning from such boards effective at or prior to the Closing; (vi) an affidavit, under penalty of perjury, from the sole shareholder of the Seller that the sole shareholder is the transferor of the Equity Interests of the Company for purposes of Treasury Regulations Section §1.1445-2 and that it is not a “foreign person” within the meaning of Code §1445 and the Treasury Regulations thereunder; (vii) for each Acquired Company, a copy of the certificate of formation, articles of incorporation or other equivalent Organizational Document of such Person, certified within 10 Business Days prior to the Closing Date (or such earlier date acceptable to the Buyer) by the secretary of state (or other applicable authority) of the jurisdiction of formation of such Person; (viii) a certificate dated as of the Closing Date, in form duly executed on behalf of the Seller by the Secretary of the Seller, (A) attaching and substance reasonably satisfactory certifying as to the Purchaser, certifying that the Loss Consolidation Unwind Transactions have been duly completed substantially in the manner described on ANNEX V; resolutions of (ix) the License Agreementboard of directors or equivalent governing body of the Seller and (y) the sole shareholder of the Seller, in each case, authorizing the Pension Plan execution and Employee Benefit Plan Agreement, the Pension Assignment performance of this Agreement and Assumption Agreements, and the Transition Services Agreement, each duly any other Transaction Documents to be executed by the SellerSeller and the transactions contemplated hereby and thereby; (B) certifying as to no amendments to those Organizational Documents delivered to the Buyer pursuant to Section 2.3(b)(vii) since the respective dates of the certified copies delivered to the Buyer pursuant to Section 2.3(b)(vii); and (C) certifying to all other Organizational Documents of the Company and each Subsidiary as in effect on the Closing Date; and (jix) for each Acquired Company, a certificate of good standing (or equivalent certificate issued in the Sublease, duly executed applicable jurisdiction) of such Person issued within five Business Days prior to the Closing Date (or such earlier date acceptable to the Buyer) by the Seller secretary of state (or one other applicable authority) of its Affiliatesthe jurisdiction of formation of such Person.

Closing Deliveries of the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser all of the followingfollowing documents: (a) share the certificates evidencing representing the Target Shares, accompanied by duly executed stock transfer powers in form and substance reasonably satisfactory to the Purchaser; (b) a certificate transfer of compliance or status for each all of the Purchased ELN Companies issued as of a recent date Target Shares owned by appropriate government officials of their respective jurisdiction of incorporationthe Seller, duly executed by the Seller; (c) a transfer of all of the SLAL Held Shares, duly executed by SLAL; (d) the minute books and share certificate books of each of the Transferred Entities to the extent that such minute books and share certificate books are not in the physical possession of the Transferred Entities; (e) a certificate of an officer of the Seller dated as of the Closing Date attaching a certified copy of: (i) the constating documents of the Seller and (ii) the authorizing resolutions of the Seller in respect of the Proposed Transactions, duly executed by such officer; (f) a bring-down certificate of an officer of the Seller dated as of the Closing Date in respect of the Seller Fundamental Representations, duly executed by such officer; (g) a certificate of an officer of each of the Purchased ELN Companies, Principal Target Entities dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser, certifying to (i) its Organizational Documents in effect as of the Closing Date attaching a certified copy of: (i) the constating documents of such Principal Target Entity and (ii) the any authorizing resolutions of its board of directors, authorizing and approving the execution and delivery of this Agreement and the Ancillary Agreements, as applicable, and the consummation such Principal Target Entity in respect of the Contemplated Proposed Transactions, which resolutions shall have been certified as true, correct and in full force and effect without rescission, revocation or amendment as of the Closing Date; (d) the minute books, ledgers and registers, corporate seal and other corporate records of each of the Purchased ELN Companies; (e) the certificate of the Seller required to be delivered pursuant to Section 6.2(d); (f) all consents, waivers or approvals obtained by the Seller with respect to the consummation of the Contemplated Transactions, including the items set forth in Schedule 3.4(b); (g) the Restructuring Agreements and all other agreements and instruments required to implement the Restructuring Transactions, each duly executed by the parties thereto and in form and substance satisfactory to the Purchaser, acting reasonablyan officer of each Principal Target Entity as applicable; (h) evidence that the Closing Approvals to be obtained by the Seller or its Affiliates have been obtained; (i) the written resignation and release of each director and officer of the Transferred Entities, effective as of the Closing, other than those directors and officers designated by the Purchaser at least ten (10) days prior to the Closing Date, duly executed by each such director and/or officer; (j) the Transitional Trade-mark License, duly executex xx SLESL; (k) a direction from SLAL directing the Purchaser to pay any portion of the Estimated Purchase Price that may be attributable to the SLAL Held Shares to the Seller or as the Seller may direct pursuant to Section 4.2(l); (l) a direction by the Seller to the Purchaser that a portion of the Estimated Purchase Price equal to the Directed Amount shall be paid by the Purchaser to SCDA at the Closing out of the funds directed to the Seller by SLAL under Section 4.2(k); (m) except where the Parties otherwise agree in writing, amended Intra-Company Reinsurance Agreements, duly executed by SLAL, SCDA and the Purchaser (as guarantor of SCDA’s obligations) which amended Intra-Company Reinsurance Agreements will be in accordance with the principles set out in Section 4.2(m) of the Seller Disclosure Letter; (n) an amended New Branch Services Agreement, duly executed by New Branch, SCDA and the Purchaser (as guarantor of SCDA’s obligations), which amended New Branch Services Agreement will be in accordance with the principles set out in Section 4.2(n) of the Seller Disclosure Letter; and (o) a bring-down certificate of an officer of the Seller, Seller dated as of the Closing Date, Date in form and substance reasonably satisfactory to respect of the Purchaser, certifying that the Loss Consolidation Unwind Transactions have been duly completed substantially in the manner described on ANNEX V; (i) the License Agreement, the Pension Plan and Employee Benefit Plan Agreement, the Pension Assignment and Assumption Agreements, and the Transition Services Agreement, each duly executed by the Seller; and (j) the SubleaseSurviving Tax Representations, duly executed by the Seller or one of its Affiliatessuch officer.

Closing Deliveries of the Seller. At the Closing, the Seller shall deliver deliver, or cause to be delivered delivered, to the Purchaser all of the followingBuyer: (ai) share certificates an assignment agreement, dated as of the Closing Date, duly executed by the Seller, evidencing the Sharesassignment and transfer to the Buyer of the Company LLC Interests, accompanied free and clear of all Encumbrances and such other instruments of conveyance as the Buyer may reasonably request; (ii) resignations or terminations of all the officers and directors of the Company (solely with respect to such offices and directorships, and, except as otherwise directed by Buyer, not with respect to employment); (iii) a Restrictive Covenant Agreement, on terms and conditions as mutually agreed upon by the Buyer and Seller (the “Restrictive Covenant Agreement”), duly executed stock transfer powers by the Seller; (iv) each other Ancillary Agreement required to be executed and delivered by the Seller or its Affiliates; (v) a non-foreign person affidavit dated the Closing Date from the Seller, sworn under penalty of perjury and in form and substance reasonably satisfactory required under the Treasury Regulations issued pursuant to Section 1445 of the PurchaserCode stating that Seller is not a “foreign person” as defined in Section 1445 of the Code; (bvi) a certificate of compliance or status the Secretary of the Company certifying as to the Company’s Governing Documents; (vii) original title documents for all Equipment owned by the Company (delivery of which shall be deemed satisfied if such original title documents are included within the books and records of the Company located within the Company’s facilities at the Effective Time); (viii) a general release, on terms and conditions as mutually agreed upon by the Buyer and Seller (the “General Release”), executed by the Seller; (ix) employment agreements, each on terms and conditions as mutually agreed upon by the Buyer and Seller (collectively, the Employment Agreements”), executed by each of the Purchased ELN Companies issued as of a recent date by appropriate government officials of their respective jurisdiction of incorporationpersons set forth on Schedule 3.2(ix); (cx) certificates of good standing of the Company in Delaware and each other jurisdiction in which such entity is qualified to conduct business; (xi) executed payoff letters, releases, discharges or other similar instruments providing for the repayment in full of all indebtedness of the Company and the release of all Encumbrances granted with respect thereto, together with all instruments, documents and UCC financing statements relating thereto; (xii) evidence of the termination of all agreements between the Company, on the one hand, and the Seller or any of its Affiliates, on the other hand, and evidence of the payment or satisfaction of all Accounts Receivable owed by Seller to any Affiliate of Seller; (xiii) a certificate of an officer of each transition services agreement, on terms and conditions as mutually agreed upon by the Buyer and Seller (the “Transition Services Agreement”), duly executed by the Seller; (xiv) a license agreement, on terms and conditions as mutually agreed upon by the Buyer and Seller, with respect to the use of the Purchased ELN Companiesname “BE&K Building Group” by the Company for an initial two-year period following the Closing, dated and with two one-year renewal terms, each exercisable at the Closing Date, in form and substance reasonably satisfactory to the Purchaser, certifying to (i) its Organizational Documents in effect as option of the Closing Date Buyer upon payment of $500,000 per renewal term (the “License Agreement”), duly executed by the Seller; (xv) evidence or copies of the consents, approvals, orders, qualifications, or waivers required by any third party or Governmental Authority, if any, to consummate the transactions contemplated by this Agreement; (xvi) such other documents, consents, instruments and (ii) agreements as may be reasonably required to consummate the resolutions of its board of directors, authorizing and approving the execution and delivery of transactions contemplated by this Agreement and the Ancillary Agreements, as applicable, and the consummation of the Contemplated Transactions, which resolutions shall have been certified as true, correct and in full force and effect without rescission, revocation Agreements or amendment as of the Closing Date; (d) the minute books, ledgers and registers, corporate seal and other corporate records of each of the Purchased ELN Companies; (e) the certificate of the Seller that are required by Law to be delivered pursuant to Section 6.2(d); (f) all consents, waivers or approvals obtained by the Seller with respect transfer title to the consummation of the Contemplated Transactions, including the items set forth in Schedule 3.4(b); (g) the Restructuring Agreements and all other agreements and instruments required to implement the Restructuring Transactions, each duly executed by the parties thereto and in form and substance satisfactory to the Purchaser, acting reasonably; (h) a certificate of an officer of the Seller, dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser, certifying that the Loss Consolidation Unwind Transactions have been duly completed substantially in the manner described on ANNEX V; (i) the License Agreement, the Pension Plan and Employee Benefit Plan Agreement, the Pension Assignment and Assumption Agreements, and the Transition Services Agreement, each duly executed by the Seller; and (j) the Sublease, duly executed by the Seller or one of its AffiliatesCompany LLC Interests contemplated hereby.

Closing Deliveries of the Seller. At the Closing, Closing the Seller shall will deliver or cause to be delivered to the Purchaser all of the followingBuyer: (a) share certificates evidencing the Shares, accompanied by a duly executed stock transfer powers counterpart of the xxxx of sale and assignment and assumption agreement in substantially the form attached as Exhibit A (the "Xxxx of Sale and substance reasonably satisfactory to the PurchaserAssignment and Assumption Agreement"); (b) a certificate of compliance or status for each duly executed counterpart of the Purchased ELN Companies issued assignment of patents in substantially the form attached as Exhibit B (the "Assignment of a recent date by appropriate government officials of their respective jurisdiction of incorporationPatents"); (c) a certificate of an officer of each duly executed counterpart of the Purchased ELN Companies, dated assignment of trademarks in substantially the Closing Date, in form and substance reasonably satisfactory to attached as Exhibit C (the Purchaser, certifying to (i) its Organizational Documents in effect as "Assignment of the Closing Date and (ii) the resolutions of its board of directors, authorizing and approving the execution and delivery of this Agreement and the Ancillary Agreements, as applicable, and the consummation of the Contemplated Transactions, which resolutions shall have been certified as true, correct and in full force and effect without rescission, revocation or amendment as of the Closing DateTrademarks"); (d) a duly executed counterpart of the minute books, ledgers and registers, corporate seal and other corporate records assignment of lease for each of the Purchased ELN Companiesreal property leases identified in Schedule 4.11 in substantially the form attached as Exhibit D (the "Assignment and Assumption of Leases"); (e) the certificate a duly executed counterpart of the Seller required to be delivered pursuant to Section 6.2(dtransition services agreement in substantially the form attached as Exhibit E (the "Transition Services Agreement"); (f) all consents, waivers or approvals obtained by the Seller with respect to the consummation a duly executed counterpart of the Contemplated Transactions, including associate contractor agreement in substantially the items set forth in Schedule 3.4(bform attached as Exhibit F (the "Associate Contractor Agreement");. (g) a certificate of good standing of the Restructuring Agreements and all other agreements and instruments required to implement Seller from the Restructuring Transactions, each duly executed by Secretary of State of the parties thereto and in form and substance satisfactory State of Washington dated no earlier than ten (10) days prior to the Purchaser, acting reasonablyClosing Date; (h) a certificate executed as of the Closing Date by an executive officer of the Seller, dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser, Seller certifying that attached thereto are true and correct copies of action by written consent or resolutions duly adopted by the Loss Consolidation Unwind Transactions have been duly completed substantially in Seller's Board of Directors and sole shareholder authorizing and approving the manner described on ANNEX Vexecution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (i) the License Agreement, the Pension Plan and Employee Benefit Plan Agreement, the Pension Assignment and Assumption Agreements, and the Transition Services Agreement, each a duly executed by counterpart of the side letter agreement relating to indemnification for certain liabilities (the "Letter Agreement"); (j) such other instruments of sale, transfer, conveyance and assignment as the Buyer and its counsel may reasonably request to vest in the Buyer all of the Seller's right, title and interest in and to the Purchased Assets; and (jk) all certificates, instruments and other documents required to effect the Sublease, duly executed by transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller or one of its AffiliatesBuyer.