Common use of Closing Deliveries of the Sellers Clause in Contracts

Closing Deliveries of the Sellers. At Closing, the Representative, on behalf of the Sellers, shall have delivered to the Buyer each of the following: (i) a certificate in the form set forth in Exhibit B, dated as of the Closing, stating that: (i) All of the representations and warranties set forth in Article IV and Article V that are qualified as to materiality or words of similar import are true and correct in all respects, and those not so qualified are true and correct in all material respects, in each case as of the Closing (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date), and (ii) to the Companies’ knowledge, no action or proceeding before any court or Governmental Authority is pending or threatened wherein an unfavorable judgment, decree or order which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or would reasonably be expected to cause such transactions to be rescinded; (ii) copies of the material governmental and third party consents relating to the matters indicated on Schedule 2.01(ii) in connection with the consummation of the transactions contemplated hereby; (iii) all payoff letters and releases (or other evidence of payment in full satisfaction where applicable) relating to any Indebtedness, listed on Schedule 2.01(iii) hereof, that will be paid off at Closing; (iv) the certificates representing the Purchased Equity Interests consisting of Sterling XX Xxxxxxx Shares and Sterling XX Xxxxxxx Shares duly endorsed for transfer or accompanied by duly executed stock powers or equivalent transfer documents acceptable to Buyer, and, in the case of all other Purchased Equity Interests, the duly executed assignment instrument of each holder of such Purchased Equity Interests in the form set forth in Exhibit C, all as may be necessary to vest in Buyer all right, title and interest in and to the Purchased Equity Interests free and clear of all Liens. (v) all existing minute books, stock books (or equivalent books reflecting the ownership of equity interests), ledgers and registers, corporate seals, if any, and other corporate records relating to the organization, ownership and maintenance of the Companies, if not already located on the premises of the Companies; (vi) resignations effective as of the Closing Date from all directors and officers (in their capacity as officers, but not as employees) of the Companies, unless otherwise specified by Buyer in writing and delivered to the Representative not less than five (5) days prior to the Closing Date; (vii) a certified copy of the certificate or articles of incorporation and all amendments thereto (or equivalent organizational documents) for each of the Companies, and a certificate of good standing from the Secretary of State of the state of incorporation or formation for each of the Companies dated within ten (10) days of the Closing Date; (viii) a certified copy of the Companies’ by-laws and all amendments thereto (or equivalent organizational documents, including limited partnership agreements, limited liability company agreements and operating agreements); (ix) certified copies of the resolutions duly adopted by the governing body of each Company authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which it is a party, and the consummation of all transactions contemplated hereby and thereby; (x) the fully executed Representative Agreement; (xi) evidence of termination each of the Management Agreement, Stockholders Agreement and Investor Rights Agreement, in each case, in form and substance reasonably acceptable to Buyer; (xii) the fully executed Xxxxxxx Noncompetition Agreement, in form and substance reasonably acceptable to Buyer; (xiii) releases in the form of Exhibit D hereto duly executed by each Seller; (xiv) evidence reasonably satisfactory to Buyer that Liberty Propane LP (A) is consummating, simultaneously with the Closing, the Series B Preferred Redemption (which constitutes Indebtedness and as such reduces the Purchase Price), (B) has delivered to each holder of Series A Preferred Limited Partner Interests the Redemption Notice and the Redemption Agreement in substantially the forms attached hereto as Exhibit A, and (C) is consummating, simultaneously with the Closing, the Redemption of the Series A Preferred Limited Partnership Interest (which constitutes Indebtedness and as such reduces the Purchase Price) from the holders thereof who have, prior to or at Closing, delivered to Liberty Propane LP an executed Redemption Agreement as contemplated by Section 1.01(c) hereof, which evidence shall include each fully executed Redemption Agreement delivered to Liberty Propane LP prior to or at Closing; and (xv) such other documents reasonably requested by the Buyer for the consummation of the transactions contemplated hereby.

Closing Deliveries of the Sellers. At the Closing, the Representative, on behalf of the Sellers, Seller Representative shall have deliver or cause to be delivered to the Buyer each of the following, subject to waiver, in part or in full, by the Buyer: (ia) a certificate duly executed Assignments transferring each Seller’s Securities to the Buyer, which Securities shall be free and clear of any Lien other than the Pledge; (b) the Lockup Agreement; (c) an escrow agreement in the form attached hereto as Exhibit G (the “Escrow Agreement”) executed by the Seller Representative; (d) copies of all Consents set forth in Exhibit Bon Schedules 3.3 and 4.2, dated as of the Closing, stating that: including (i) All an acknowledgement by Boston Scientific Corporation (“Boston”) that the Services Agreement No. NV-06-000058-00 (the “Boston Services Agreement”) dated December 4, 2006 between the Company and Boston shall remain in full force and effect, without modification, after the Closing and a waiver of notice and of Boston’s right to terminate or renegotiate the terms of the representations and warranties set forth in Article IV and Article V that are qualified Boston Services Agreement as to materiality or words of similar import are true and correct in all respects, and those not so qualified are true and correct in all material respects, in each case as a result of the Closing (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date)transactions contemplated by this Agreement, and (ii) to the Companies’ knowledge, no action or proceeding before any court or Governmental Authority is pending or threatened wherein an unfavorable judgment, decree or order which would prevent the performance of this Agreement or the consummation a waiver by Fifth Third Bank of any current event of default under the transactions contemplated herebyLoan Agreement, declare unlawful the transactions contemplated including any event of default that may result from, and a consent by this Agreement or would reasonably be expected to cause such transactions to be rescinded; (ii) copies of the material governmental and third party consents relating to the matters indicated on Schedule 2.01(ii) in connection with Fifth Third Bank to, the consummation of the transactions contemplated herebyby this Agreement, each in form and substance acceptable to the Buyer in its sole discretion; (iiie) evidence satisfactory to the Buyer in its sole discretion that all payoff letters and releases (options of the Company have been or other evidence of payment in full satisfaction where applicable) relating to any Indebtedness, listed on Schedule 2.01(iii) hereof, that will be paid off at terminated within 30 days after the Closing; (ivf) the certificates representing the Purchased Equity Interests consisting of Sterling XX Xxxxxxx Shares and Sterling XX Xxxxxxx Shares duly endorsed for transfer or accompanied by duly executed stock powers or equivalent transfer documents acceptable to Buyer, and, in the case of all other Purchased Equity Interests, the duly executed assignment instrument of each holder of such Purchased Equity Interests in the form set forth in Exhibit C, all as may be necessary to vest in Buyer all right, title and interest in and to the Purchased Equity Interests free and clear of all Liens. (v) all existing minute books, stock books (or equivalent books reflecting the ownership of equity interests), ledgers and registers, corporate seals, if any, and other corporate records relating to the organization, ownership and maintenance of the Companies, if not already located on the premises of the Companies; (vi) resignations effective as of the Closing Date from all directors and officers (in their capacity as officers, but not as employees) of the Companies, unless otherwise specified by Buyer in writing and delivered to the Representative not less than five (5) days prior to the Closing Date; (vii) a certified copy of the certificate or articles of incorporation and all amendments thereto (or equivalent organizational documents) for each of the Companies, and a certificate of good standing from the Secretary of State of the state under the laws of incorporation which the Company is organized and each state in which the Company is required to be qualified to do business stating that the Company is in good standing or formation for each has comparable active status in such state; (g) a certificate of the Companies dated within ten Secretary of the Company (10i) days certifying that attached to such certificate are true and complete copies of (a) the Company’s certificate of formation, as amended through and in effect on the Closing Date, (b) the Company’s limited liability company agreement, as amended through and in effect on the Closing Date, and (ii) certifying as to the incumbency of the officers of the Company executing this Agreement and the Transaction Documents to which the Company is a party on behalf of the Company; (h) the Amended and Restated Rights Agreement executed by all members of the Company as of the Closing Dateother than the Buyer; (viiii) the Noncompetition Agreements executed by each of Xxxx Xxxx and Xxxxxxx Xxxx in the form attached hereto as Exhibit I (the “Noncompetition Agreements”) that provides for extensions of their respective covenants not to compete against the Company by a certified copy period of one year; (j) the Companies’ by-laws Management Services Agreement executed by the Company and all amendments thereto Xxxxxx Services, Inc., an Illinois corporation, in the form attached hereto as Exhibit J, regarding services to be performed for the Company by Xxxxxx Xxxxxxxx after the Closing Date (or equivalent organizational documents, including limited partnership agreements, limited liability company agreements and operating agreementsthe “Xxxxxx Services Agreement”); (ixk) certified copies of the resolutions duly adopted Termination Agreement executed by the governing body of each Company authorizing and CVM, Inc. in the executionform attached hereto as Exhibit K, delivery and performance of this terminating the Management Services Agreement and with CVM, Inc. (the other agreements contemplated hereby to which it is a party, and the consummation of all transactions contemplated hereby and thereby“CVM Termination Agreement”); (xl) the fully First Amendment to Second Amended and Restated Limited Liability Company Agreement of the Company executed Representative Agreementby the Sellers and the managers of the Company in the form attached hereto as Exhibit L (the “LLC Agreement Amendment”); (xim) the Redemption Agreement executed by the Company and Pulse Systems Corporation in the form attached hereto as Exhibit M, regarding the redemption of the Preferred Units of the Company (the “Redemption Agreement”); (n) the Amendment to Voting and Standstill Agreement executed by St. Xxxxxx Investments, LLC in the form attached hereto as Exhibit N (the “Standstill Agreement Amendment”); (o) the Second Amendment to Loan and Security Agreement executed by the Company and Fifth Third Bank in the form attached hereto as Exhibit O and the related documents referred to therein (the “Loan Amendment”); (p) the Warrant Purchase Agreement of even date herewith executed by all Warrant Holders party thereto in the form attached hereto as Exhibit P (the “Warrant Purchase Agreement”); (q) evidence of termination each satisfactory to the Buyer in its sole discretion that those Contracts with Affiliates set forth on Schedule 4.17 have been amended or terminated in a manner acceptable to the Buyer; (r) written resignations from the members of the Management AgreementBoard of Managers of the Company who are listed on Schedule 7.1(r); and (s) a certificate executed by each Seller, Stockholders Agreement signed under penalties of perjury and Investor Rights Agreement, in each case, in form and substance reasonably acceptable as required under the Treasury Regulations issued pursuant to Buyer; (xii) the fully executed Xxxxxxx Noncompetition Agreement, Code Section 1445 stating that such Seller is not a “Foreign Person” as defined in form and substance reasonably acceptable to Buyer; (xiii) releases in the form of Exhibit D hereto duly executed by each Seller; (xiv) evidence reasonably satisfactory to Buyer that Liberty Propane LP (A) is consummating, simultaneously with the Closing, the Series B Preferred Redemption (which constitutes Indebtedness and as such reduces the Purchase Price), (B) has delivered to each holder of Series A Preferred Limited Partner Interests the Redemption Notice and the Redemption Agreement in substantially the forms attached hereto as Exhibit A, and (C) is consummating, simultaneously with the Closing, the Redemption of the Series A Preferred Limited Partnership Interest (which constitutes Indebtedness and as such reduces the Purchase Price) from the holders thereof who have, prior to or at Closing, delivered to Liberty Propane LP an executed Redemption Agreement as contemplated by Code Section 1.01(c) hereof, which evidence shall include each fully executed Redemption Agreement delivered to Liberty Propane LP prior to or at Closing; and (xv) such other documents reasonably requested by the Buyer for the consummation of the transactions contemplated hereby1445.

Closing Deliveries of the Sellers. At ClosingSimultaneous with the execution of this Agreement, the Representative, on behalf of the Sellers, shall Sellers have delivered to the Buyer each of Parties the following:following (with the documents, agreements and materials referenced in (a), (d), (h), (j), (k), (o), (p), (q), (s), (u), (v) and (w) below being collectively referred to as the “Sellers Ancillary Documents”): (ia) a certificate in the form set forth in lease agreements and amendments thereto attached as Exhibit B, dated as for the parcel(s) of real property owned by HNJ Real Estate Holdings, LLC, a New Jersey limited liability company, Huen Electric Real Estate Holdings, LLC, an Illinois limited liability company, and Hxxxxx-Xxxxxx, LLC, a New York limited liability company; (b) the consents listed on Schedule 3.2(b) required to transfer ownership of the ClosingAcquired Assets; (c) evidence that all security interests or other Liens granted by any Seller or applicable to the Acquired Assets have been, stating that: (i) All of or immediately following the representations and warranties set forth in Article IV and Article V that are qualified as to materiality or words of similar import are true and correct in all respects, and those not so qualified are true and correct in all material respects, in each case as occurrence of the Closing (except where such representations shall be, released and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date), and (ii) to the Companies’ knowledge, no action or proceeding before any court or Governmental Authority is pending or threatened wherein an unfavorable judgment, decree or order which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or would reasonably be expected to cause such transactions to be rescindedterminated; (iid) copies of the material governmental and third party consents relating to the matters indicated on Schedule 2.01(ii) in connection with the consummation of the transactions contemplated hereby; (iii) all payoff letters and releases (or other evidence of payment in full satisfaction where applicable) relating to any Indebtedness, listed on Schedule 2.01(iii) hereof, that will be paid off at Closing; (iv) the certificates representing the Purchased Equity Interests consisting of Sterling XX Xxxxxxx Shares and Sterling XX Xxxxxxx Shares duly endorsed for transfer or accompanied by duly executed stock powers or equivalent transfer documents acceptable to Buyer, and, in the case of all other Purchased Equity Interests, the duly executed assignment instrument of each holder of such Purchased Equity Interests in the form set forth in Exhibit C, all as may be necessary to vest in Buyer all right, title and interest in and to the Purchased Equity Interests free and clear of all Liens. (v) all existing minute books, stock books (or equivalent books reflecting the ownership of equity interests), ledgers and registers, corporate seals, if any, and other corporate records relating to the organization, ownership and maintenance of the Companies, if not already located on the premises of the Companies; (vi) resignations effective a non-foreign person affidavit dated as of the Closing Date from all directors each Seller, sworn under penalty of perjury and officers (in their capacity as officers, but not as employees) form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the CompaniesCode, unless otherwise specified by Buyer stating that such Seller is not a “foreign person” as defined in writing and delivered Section 1445 of the Code; (e) a certificate of the Secretary of State from each jurisdiction where each Seller is qualified to the Representative not less do business as a foreign corporation, dated no earlier than five (5) 15 days prior to the Closing Date, as to the legal existence and good standing of each such Seller in such jurisdictions; (viif) a certified copy evidence that all of the certificate or articles of incorporation Sellers’ Insurance Policies will remain in effect, and that the Buyer Parties have been added as additional insureds on all amendments thereto such policies; (or equivalent organizational documentsg) for each state and local Taxing jurisdiction where any Seller is conducting business, either (i) a Tax clearance certificate or Certificate of No Tax Due applicable to each Tax for which such a certificate may be obtained under state or local Law; (ii) an amount held in escrow (in an account separate from the Escrow Account) equal to the amount reflected on any statement of estimated Tax due or required to be withheld issued by the appropriate Government Entity; or (iii) an amount held in escrow (in an account separate from the Escrow Account) sufficient to cover any successor Tax Liability that may be incurred as a result of the Companies, and a certificate of good standing from the Secretary of State purchase of the state Acquired Assets; (h) a duly executed counterpart to the Escrow Agreement, executed by the Sellers and the Escrow Agent; (i) original title documents for all Acquired Assets that are physically titled; (j) a bxxx of incorporation or formation for sale agreement with respect to the transfer of the Acquired Assets (the “Bxxx of Sale”), in the form attached hereto as Exhibit D, duly executed by each of the Companies dated within ten (10) days of the Closing DateSellers; (viiik) a certified copy of an assignment and assumption agreement with respect to the Companies’ by-laws Assumed Contracts (the “Assignment and all amendments thereto (or equivalent organizational documents, including limited partnership agreements, limited liability company agreements and operating agreements); (ixAssumption Agreement”) certified copies of the resolutions duly adopted by the governing body of each Company authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which it is a party, and the consummation of all transactions contemplated hereby and thereby; (x) the fully executed Representative Agreement; (xi) evidence of termination each of the Management Agreement, Stockholders Agreement and Investor Rights Agreement, in each case, in form and substance reasonably acceptable to Buyer; (xii) the fully executed Xxxxxxx Noncompetition Agreement, in form and substance reasonably acceptable to Buyer; (xiii) releases in the form of attached hereto as Exhibit D hereto F, duly executed by each Seller; (xivl) evidence possession of the Acquired Assets; (m) possession of all warranties of all machinery and equipment, and all guarantees from all manufacturers and suppliers relating to any of the Acquired Assets; (n) all Contracts, files and other data and documents relating to the Acquired Assets; (o) a certificate signed by the Secretary of each Seller, dated as of the Closing Date, attaching true, correct and complete copies of the resolutions of each Seller and their respective direct and indirect shareholders authorizing the transactions contemplated hereby; (p) such other instruments of sale, transfer, conveyance and assignment as the Buyer Sub may reasonably satisfactory request to effectuate the transactions contemplated hereby; (q) in respect of each Lease, (i) a subordination, non-disturbance and attornment agreement from each party holding a recorded mortgage with respect to any of the Leased Premises, and (ii) a lease assignment and estoppel (confirming the terms of the applicable Lease and evidencing the applicable landlord’s consent to the within assignment and assumption, to the extent required under the terms of the applicable Lease, and absence of existing defaults or circumstances which given the passage of time would constitute a default) in a form approved by the Buyer that Liberty Propane LP Sub with respect to each Lease, duly executed by the applicable Seller and the applicable landlord (A) is consummating, simultaneously with the Closingcollectively, the Series B Preferred Redemption “Lease Assignments”); (which constitutes Indebtedness r) employment agreements duly executed by those individuals listed on Schedule 3.2(q) (the “Employment Agreements”); (s) a Sellers’ representative agreement in the form of Exhibit K; (t) a copy of each Bond listed on Schedule 4.22; (u) an “Allocation of Economic Benefits, Risk and as such reduces Liability Agreement” by and among the Purchase Price), Sellers (Bthe “Allocation Agreement”) has delivered to each holder of Series A Preferred Limited Partner Interests in the Redemption Notice and the Redemption Agreement in substantially the forms form attached hereto as Exhibit AE, and (C) is consummating, simultaneously duly executed by the Sellers together with the Closing, resolutions of all the Redemption Sellers’ shareholders approving such agreement; (v) duly executed amendments to each of the Series A Preferred Limited Partnership Interest Joint Venture Agreements pursuant to which the counterparties to such Joint Venture Agreements have agreed to the substitution of the Buyer Sub as a party to such Joint Venture Agreements in place of Huen Illinois and the assignment of all of Huen Illinois’ interests in the Joint Ventures to the Buyer Sub; (which constitutes Indebtedness and as such reduces w) duly executed counterparts to each of the Purchase Price) from the holders thereof who have, prior to or at Closing, delivered to Liberty Propane LP an executed Redemption Agreement as contemplated by Section 1.01(c) hereof, which evidence shall include each fully executed Redemption Agreement delivered to Liberty Propane LP prior to or at ClosingRestrictive Covenant Agreements; and (xvx) payoff letters from each Person owed Indebtedness, as set out in Schedule 2.5(c), indicating that upon payment of a specified amount, along with a per diem interest amount, if applicable, such Person shall be paid in full and, if applicable, such Person shall release his, her or its security interest and authorize the Buyer Parties to file Uniform Commercial Code termination statements, or such other documents reasonably requested by or endorsements necessary to release or discharge the Buyer for financing statements, security interests or other Liens of such, and evidence the consummation release or discharge of such financing statements, security interests or other Liens on or against any of the transactions contemplated herebyAcquired Assets.

Closing Deliveries of the Sellers. At The Sellers shall deliver the following to Purchaser at the Closing, unless waived in writing by the Representative, on behalf of the Sellers, shall have delivered to the Buyer each of the followingPurchaser: (ia) an affidavit, executed by the Company under penalties of perjury, stating that the Company is not and has not been a certificate in the form set forth in Exhibit BUnited States real property holding corporation, dated as of the ClosingClosing Date and in form and substance required under Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c), stating that: (i) All along with written authorization for the Purchaser to deliver such form to the Internal Revenue Service of behalf of the representations and warranties set forth in Article IV and Article V that are qualified as to materiality or words of similar import are true and correct in all respects, and those not so qualified are true and correct in all material respects, in each case as of the Closing (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date), and (ii) to the Companies’ knowledge, no action or proceeding before any court or Governmental Authority is pending or threatened wherein an unfavorable judgment, decree or order which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or would reasonably be expected to cause such transactions to be rescinded; (ii) copies of the material governmental and third party consents relating to the matters indicated on Schedule 2.01(ii) in connection with the consummation of the transactions contemplated hereby; (iii) all payoff letters and releases (or other evidence of payment in full satisfaction where applicable) relating to any Indebtedness, listed on Schedule 2.01(iii) hereof, that will be paid off at Company upon Closing; (ivb) the certificates representing the Purchased Equity Interests consisting of Sterling XX Xxxxxxx Shares and Sterling XX Xxxxxxx Shares duly endorsed for transfer a good standing or accompanied by duly executed stock powers or equivalent transfer documents acceptable to Buyer, and, in the case of all other Purchased Equity Interests, the duly executed assignment instrument of each holder of such Purchased Equity Interests in the form set forth in Exhibit C, all as may be necessary to vest in Buyer all right, title and interest in and to the Purchased Equity Interests free and clear of all Liens. (v) all existing minute books, stock books (or equivalent books reflecting the ownership of equity interests), ledgers and registers, corporate seals, if any, and other corporate records relating to the organization, ownership and maintenance similar certificate of the Companies, if not already located on the premises Company from its jurisdiction of the Companies; (vi) resignations effective as of the Closing Date from all directors and officers (in their capacity as officers, but not as employees) of the Companies, unless otherwise specified by Buyer in writing and delivered to the Representative not less than formation dated within five (5) days prior to the Closing Date; (viic) a certified copy of the certificate or original certificates representing the Purchased Shares, and duly executed stock powers in proper form for transfer; (d) the articles of incorporation and all amendments thereto (or equivalent organizational documents) for each of the Companies, and a certificate of good standing from the Secretary of State of the state of incorporation or formation for each of the Companies dated within ten (10) days of the Closing Date; (viii) a certified copy of the Companies’ by-laws and all amendments thereto (or equivalent organizational documents, including limited partnership agreements, limited liability company agreements and operating agreements); (ix) certified copies of the Company and the resolutions duly adopted by of the governing body board of each directors of the Company authorizing the execution, delivery and performance consummation of this Agreement and the other agreements contemplated hereby to which it is a party, and the consummation of all transactions contemplated hereby and therebyhereby, in each case, certified by an officer thereof; (xe) the fully executed Representative Agreementwith respect to each bank account listed on Schedule 2.1(e), a bank account assignment in form and substance reasonably satisfactory to Purchaser; (xif) evidence of termination such collateral access agreements, non-disturbance agreements, landlord consents, lien waivers and estoppels certificates with respect to any Leased Real Property as Purchaser has requested; (g) a written resignation from (i) each member of the Management Agreementboard of directors and (ii) each officer of the Company, Stockholders in each case in their capacity as such, effective as of the Closing, which resignation from each director includes (x) a full release of the Company for all claims for fees or other compensation for service in such capacity and (y) a full release of such board member or officer, as applicable, for all claims of the Company against such board member or officer in his or her capacity as such; provided that the foregoing releases shall not release any claims of the Company arising from the intentional misconduct, fraud or knowing violation of Law, any rights under any contract to which such director or officer is party or subject that has not been terminated prior to the Closing, any defense or counterclaim in any suit initiated by such officer or director or any rights or claims arising under this Agreement or other agreements entered into in connection herewith or otherwise in connection with the transactions contemplated hereby; (h) invoices for payment in full from any Person to whom Company Expenses are to be paid (including XxXxxxxxx, Will & Xxxxx LLP and Investor Rights AgreementWestlake Securities), and for all other Closing Indebtedness (other than the Company Expenses), payoff letters in customary form for the payment in full and complete satisfaction of the Closing Indebtedness, the release of all Liens on such Closing Indebtedness subject only to the payment of the amount included in such Closing Indebtedness and the termination of all collateral arrangements, in each case in form and substance reasonably satisfactory to the Purchaser (collectively, the “Payoff Letters”); (i) all permits, authorizations, consents and approvals set forth on Schedule 2.1(i) (the “Required Consents”), in each case, in a form and substance reasonably acceptable to BuyerPurchaser; (xiij) the fully Escrow Agreement, executed and delivered by each of the Escrow Agent and the Seller Representative; (k) an amendment to the Lease in the form of Exhibit B attached hereto pertaining the Leased Real Property located at 0000 Xxxxxxx Noncompetition AgreementXxxx, Xxxxx Xxxxxxxxx, Xxx Xxxxxx, which property is owned by Affiliates of the Company and leased to the Company (the “0000 Xxxxxxx Xxxx Lease Amendment”), executed and delivered by the landlord party thereto; (l) a termination of the Lease in the form of Exhibit C attached hereto pertaining to the Leased Real Property located at 00 Xxxxxxxx Xxx, Xxxx Xxxxx Xxxxxxx, Xxxxxxx, executed and delivered by parties thereto; (m) an acknowledgement and release executed and delivered by Xxxxxx Xxxxxxxx and the Company, in form and substance reasonably acceptable satisfactory to Buyerthe Purchaser, which acknowledgement states that Xxxxxx Xxxxxxxx has been issued, prior to the Closing Date, all 226.30 Shares contemplated by the Xxxxxxxx Letter Agreement, acknowledging and agreeing that the Xxxxxxxx Letter Agreement has been terminated and that the Company has no further obligations thereunder or for any additional equity interests or rights to acquire equity interests of the Company; (xiiin) releases a License Agreement in the form of Exhibit D hereto duly executed by each Seller; (xiv) evidence reasonably satisfactory to Buyer that Liberty Propane LP (A) is consummating, simultaneously with the Closing, the Series B Preferred Redemption (which constitutes Indebtedness and as such reduces the Purchase Price), (B) has delivered to each holder of Series A Preferred Limited Partner Interests the Redemption Notice and the Redemption Agreement in substantially the forms attached hereto as Exhibit AD with respect to certain additional space used by the Company at 0000 Xxxxxxx Xxxx, Xxxxx Xxxxxxxxx, Xxx Xxxxxx, executed and delivered by the landlord party thereto (the “License Agreement”); (o) an acknowledgement and waiver, in form and substance reasonably satisfactory to the Purchaser, executed and delivered by each Person who has been granted Phoenix Bonus Options pursuant to which each such Person has acknowledged and agreed that such Person no longer has any right, title or interest in or to any “Phoenix Bonus Options” and is not entitled to any further payments or distributions from the Company in respect thereof, and acknowledging that the Company no longer has any obligations or Liabilities with respect thereto; (Cp) is consummatingan acknowledgement and release, simultaneously in form and substance reasonably satisfactory to the Purchaser, executed and delivered by the Company and each respective beneficiary thereof of all Company Guaranties, in each case, without further Liability to or payments due from the Company with respect thereto; (q) an acknowledgement, waiver and release, in form and substance reasonably satisfactory to the ClosingPurchaser, executed and delivered by each of Xxxx Xxxxxxxx and Xxxxxx Xxxxxxxxxx, pursuant to which each acknowledges the Redemption termination of their respective Repurchase Agreement and the termination and full release of all of the Series A Preferred Limited Partnership Interest Company’s Liabilities or other obligations with respect thereto upon payment of the consideration set forth therein, and acknowledges that all right, title and interest in and to all of the shares referenced in such Repurchase Agreements have been transferred for no additional consideration, other than that specified therein. (which constitutes Indebtedness r) an appraisal rights notice and as such reduces the Purchase Price) from the holders thereof who have, prior information statement to or at Closing, be delivered to Liberty Propane LP holders of the Remaining Shares as part of the Merger or a written consent to the Merger, in each case in form and substance reasonably satisfactory to the Purchaser; (s) a waiver executed and delivered by each Person entitled to any Excess Payments pursuant to which each such Person has agreed to waive any right or entitlement to any Excess Payments are entitled, unless any requisite stockholder approval of those payments and benefits are obtained, together with an executed Redemption Agreement as contemplated approval of such Excess Payments by the stockholders of the Company in a manner satisfying all applicable requirements of Section 1.01(c280G(b)(5)(B) hereofof the Code and the Treasury Regulations thereunder, which evidence shall include in each fully executed Redemption Agreement delivered case in form and substance reasonably satisfactory to Liberty Propane LP prior to or at Closingthe Purchaser; and (xvt) such other documents reasonably requested the Repairs Side Letter, duly executed by Phoenix Closing and the Buyer for the consummation of the transactions contemplated herebyCompany.