Common use of Closing Documentation Clause in Contracts

Closing Documentation. (a) At Closing, Seller shall execute and deliver to Buyer the following documents in the forms attached hereto as Exhibits C through H: (i) a special warranty deed (the “Deed”) conveying to Buyer fee simple title to the Land and Improvements, free and clear of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”); (ii) a xxxx of sale by which Seller transfers to Buyer the FF&E (the “Xxxx of Sale”); (iii) a general assignment of the Contracts, Licenses and Warranties, to the extent the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable); (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements on behalf of the Parties; (v) an owner’s affidavit in form reasonably acceptable to Buyer and the Title Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Company; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act, and containing information necessary to complete an IRS Form 1099; (vii) a closing certificate from Seller certifying that all of the representations and warranties contained in Paragraph 12(a) of this Agreement are true and correct as of the Closing Date; and (viii) documents evidencing the due organization and valid existence of Seller and the authority of the designated representative of Seller to execute and deliver the closing documents. (b) At Closing, Buyer shall execute and deliver to Seller: (i) the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documents.

Closing Documentation. (a) At ClosingThe Parent shall have received the --------------------- following documents, Seller shall execute agreements and deliver to Buyer instruments from the following documents in the forms attached hereto as Exhibits C through HCompany: (i) a special warranty deed (an opinion of Xxxx Xxxx Xxxx & Freidenrich LLP, dated the “Deed”) conveying to Buyer fee simple title Closing Date and addressed to the Land Parent and ImprovementsNewco, free and clear in substantially the form of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”);Exhibit F hereto; --------- (ii) certificates dated as of a xxxx recent date from the Secretary of sale by which Seller transfers State of the States of Delaware and any other applicable states to Buyer the FF&E (effect that each of the “Xxxx Company and its Subsidiaries is duly incorporated and in good standing in such state and stating that the Company and its Subsidiaries owes no franchise taxes in such state and listing all documents of Sale”)the Company and its Subsidiaries on file with said Secretary of State; (iii) a general assignment copy of the ContractsCertificate of Incorporation of the Company, Licenses and Warrantiesincluding all amendments thereto, to certified as of a recent date by the extent Secretary of State of the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit State of any Contracts, Licenses and Warranties which are not assignable)Delaware; (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments evidence, reasonably satisfactory to the Purchase Price Parent, of the authority and incumbency of the appropriate receipts and disbursements persons acting on behalf of the PartiesCompany in connection with the execution of any document delivered in connection with this Agreement; (v) an owner’s affidavit in form reasonably acceptable Uniform Commercial Code Search Reports on Form UCC-11 with respect to Buyer the Company and its Subsidiaries from the Title states and local jurisdictions where the principal place of business of the Company and its Subsidiaries and their respective assets are located, the search reports of which shall confirm compliance with Section 3.15 (defined in Paragraph 7and Schedule thereto) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Companyof this Agreement; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning corporate minute books and stock record books of the Foreign Investment in Real Property Tax Act, Company and containing information necessary to complete an IRS Form 1099its Subsidiaries; (vii) a closing certificate from Seller certifying that all estoppel letters of lenders to the representations Company, in form and warranties contained in Paragraph 12(asubstance reasonably satisfactory to the Parent, with respect to amounts (including any pre-payment penalties) of this Agreement are true and correct owing by the Company as of the Closing DateClosing; and (viii) such other instruments and documents evidencing as the due organization and valid existence of Seller and Parent shall reasonably request not inconsistent with the authority of the designated representative of Seller to execute and deliver the closing documentsprovisions hereof. (b) At Closing, Buyer shall execute and deliver to Seller: (i) the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documents.

Closing Documentation. (a) Seller shall deliver possession of the Property to Buyer on the Closing Date free and clear of all tenants and occupants other than Tenant and Billboard Tenant. At Closing, Seller shall execute and deliver to Buyer Escrow Agent the following documents in the forms attached hereto as Exhibits C through Hfollowing: (ia) a A special warranty deed (the “Deed”) conveying to Buyer fee simple title to the Land and Improvements, Property free and clear of all liens, charges and encumbrances, except: (Ai) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (Cii) such other matters as are approved by Buyer, or not objected to in a timely manner deemed approved by Buyer, under Paragraph 7 8 (collectively, the “Permitted Encumbrances”);. At Buyer’s request, the legal description to be used in the Deed in favor of Buyer shall be the legal description identified in the survey obtained by Xxxxx. (iib) a xxxx A bill of sale by which Seller transfers to Buyer the FF&E (the “Xxxx Bill of Sale”);) conveying the Personal Property to Buyer, certifying that the same is free and clear of all liens. (iiic) a general An assignment of the Contracts, Licenses Permits and Warranties, the Warranties (to the extent the same may be assignable permitted) (the “General AssignmentAssignment of Permits and Warranties”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable);. (ivd) a settlement statement An assignment and assumption of the Leases (the “Settlement StatementAssignment of Lease(s)”). (e) reflecting any applicable adjustments to the Purchase Price An assignment and the appropriate receipts and disbursements on behalf assumption of the Parties;Assumed Operating Agreements (as defined in Paragraph 25), if any (the “Assignment of Contracts”). (vf) an An owner’s affidavit and “gap” indemnity in form reasonably acceptable to Buyer Xxxxx and the Title Company (defined in Paragraph 7) Xxxxx’s title insurer affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Company;Xxxxx’s title insurer. (vig) Documentation as may be reasonably required by Xxxxx’s title insurer to confirm Seller’s authority to undertake and consummate the Closing. (h) An affidavit in a certificate confirming form complying with law that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act, and containing information necessary to complete an IRS Form 1099;. (viii) a A closing certificate statement reflecting the Purchase Price and all adjustments, prorations and credits thereto, and such disbursements as the parties wish to reflect thereon in connection with the transaction contemplated hereby (the “Closing Statement”). (j) A statement from Seller certifying that all of the representations and warranties contained in Paragraph 12(a) 11 of this Agreement are true and correct as of the Closing Date; and (viii) documents evidencing the due organization and valid existence of Seller and the authority of the designated representative of Seller to execute and deliver the closing documents. (bk) All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Property. (l) Documentation required to comply with any tax withholding requirements under Illinois law. At Closing, Buyer Xxxxx shall execute and deliver to SellerEscrow Agent the following: (im) the General Assignment;The Closing Statement. (iin) the Settlement Statement;The Assignment of Permits and Warranties. (iiio) a statement from Buyer certifying that all The Assignment of Lease(s). (p) The Assignment of Contracts. Buyer’s counsel shall prepare the representations and warranties contained documents described in Paragraph 12(b5(a)-(e), (h) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documents.j)-(k)

Closing Documentation. (a) At Closing, Seller The Parent shall execute and deliver to Buyer have received the following documents in documents, agreements and instruments from the forms attached hereto as Exhibits C through HCompany: (i) a special warranty deed (an opinion of Xxxx Xxxx Xxxx & Freidenrich LLP, dated the “Deed”) conveying to Buyer fee simple title Closing Date and addressed to the Land Parent and ImprovementsNewco, free and clear in substantially the form of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”)Exhibit F hereto; (ii) certificates dated as of a xxxx recent date from the Secretary of sale by which Seller transfers State of the States of Delaware and any other applicable states to Buyer the FF&E (effect that each of the “Xxxx Company and its Subsidiaries is duly incorporated and in good standing in such state and stating that the Company and its Subsidiaries owes no franchise taxes in such state and listing all documents of Sale”)the Company and its Subsidiaries on file with said Secretary of State; (iii) a general assignment copy of the ContractsCertificate of Incorporation of the Company, Licenses and Warrantiesincluding all amendments thereto, to certified as of a recent date by the extent Secretary of State of the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit State of any Contracts, Licenses and Warranties which are not assignable)Delaware; (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments evidence, reasonably satisfactory to the Purchase Price Parent, of the authority and incumbency of the appropriate receipts and disbursements persons acting on behalf of the PartiesCompany in connection with the execution of any document delivered in connection with this Agreement; (v) an owner’s affidavit in form reasonably acceptable Uniform Commercial Code Search Reports on Form UCC-11 with respect to Buyer the Company and its Subsidiaries from the Title states and local jurisdictions where the principal place of business of the Company and its Subsidiaries and their respective assets are located, the search reports of which shall confirm compliance with Section 3.15 (defined in Paragraph 7and Schedule thereto) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Companyof this Agreement; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning corporate minute books and stock record books of the Foreign Investment in Real Property Tax Act, Company and containing information necessary to complete an IRS Form 1099its Subsidiaries; (vii) a closing certificate from Seller certifying that all estoppel letters of lenders to the representations Company, in form and warranties contained in Paragraph 12(asubstance reasonably satisfactory to the Parent, with respect to amounts (including any pre-payment penalties) of this Agreement are true and correct owing by the Company as of the Closing DateClosing; and (viii) such other instruments and documents evidencing as the due organization and valid existence of Seller and Parent shall reasonably request not inconsistent with the authority of the designated representative of Seller to execute and deliver the closing documentsprovisions hereof. (b) At Closing, Buyer shall execute and deliver to Seller: (i) the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documents.

Closing Documentation. (a) At ClosingThe Purchaser will have received from the Vendors and, Seller shall execute and deliver to Buyer where applicable, the Company the following documents closing documentation, delivered either to the place of closing or to the Purchaser's designated agent in the forms attached hereto as Exhibits C through HSlovak Republic: (i) a special warranty deed (the “Deed”) conveying to Buyer fee simple title share certificate representing the Shares issued in the name of AMC, duly endorsed for transfer to the Land Purchaser; which endorsement must include the business name and Improvementsthe registered seat of the Purchaser, free signatures of the representatives authorized to act on behalf of AMC and clear the date of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year transfer of sale, the Shares must correspond to the extent not yet due and payable (to be prorated as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”)Date ; (ii) a xxxx certified extract from a resolution of sale by which Seller transfers the board of directors of the Company, authorizing the transfer of the Shares to Buyer the FF&E (Purchaser, the “Xxxx endorsement for such purpose of Sale”)the share certificate representing the Shares, and the registration of such transfer in the books of the Company and with the Slovak Securities Centre; (iii) a general assignment certified extract from the shareholder register of the Contracts, Licenses and Warranties, to Company held by the extent Slovak Securities Centre showing the same may be assignable (Purchaser as the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain registered owner of the benefit of any Contracts, Licenses and Warranties which are not assignable)Shares; (iv) duly signed resignations (including a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments as to the Purchase Price return of information to the Company), in form and substance satisfactory to the appropriate receipts and disbursements on behalf Purchaser, acting reasonably, of each of the Partiesmembers of the Company's board of directors, supervisory board, officers and statutory representatives designated by the Purchaser; (v) an owner’s affidavit releases, in form reasonably acceptable and substance satisfactory to Buyer the Purchaser, acting reasonably, executed by each of the Vendors in favour of the Company releasing the Company from any and all manner of actions, causes of action, suits, proceedings, debts (other than the Title Company (defined Shareholder Loans being transferred to the Purchaser), dues, profits, expenses, contracts, damages, claims, demands and liabilities whatsoever, in Paragraph 7) affirming that there are no outstanding possessory rightslaw or equity, liens which the Vendors or rights to claim liens either of them, ever had, now has or may have against the PropertyCompany for or by reason of any matter, except for the Permitted Encumbrances, and any other certificates cause or affidavits reasonably required thing whatsoever done or omitted to be done by the Title CompanyCompany up to the Closing; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning an assignment of the Foreign Investment Shareholder Loans, in Real Property Tax Actform and substance satisfactory to the Purchaser, and containing information necessary to complete an IRS Form 1099acting reasonably, duly executed by AMC; (vii) a closing certificate from Seller certifying that all an assignment of the representations engagement agreement between Boris Bartalsky and warranties contained AMC, in Paragraph 12(aform and substance satisfxxxxxx xx xxx Xurchaser, acting reasonably, duly executed by AMC; (viii) all other necessary consents, waivers, including waivers of this Agreement are true pre-emptive rights and correct as authorizations required to enable the transfer of the Closing DateShares and the Shareholder Loans to the Purchaser as provided for in this Agreement; and (viiiix) documents evidencing all such instruments of transfer, duly executed, which in the due organization and valid existence of Seller and the authority opinion of the designated representative of Seller Purchaser acting reasonably are necessary to execute effect and deliver evidence the closing documents. (b) At Closing, Buyer shall execute and deliver to Seller: (i) the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all transfer of the representations Shares and warranties contained in Paragraph 12(b) Shareholder Loans to the Purchaser free and clear of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documentsall Encumbrances.

Closing Documentation. (a) At Closing, Seller shall execute Buyer and deliver to Buyer Tony Xxxxx xxxll have received the following documents in the forms attached hereto as Exhibits C through Hdocuments, agreements and instruments from UBIBV and Holdings: (i) a special warranty deed (Duly executed Notarial Deeds, stock powers and stock transfer forms, together with share certificates, if applicable, for the “Deed”Bavaria Shares described in Section 2.4(b) conveying to Buyer fee simple title hereof in forms mutually agreeable to the Land and Improvements, free and clear of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”)parties; (ii) a xxxx Certificates signed by an officer or director of sale by which Seller transfers each of Holdings and UBIBV certifying as to Buyer the FF&E (the “Xxxx of Sale”)matters set forth in Section 7.1(a) above with respect to Holdings and UBIBV; (iii) a general assignment An opinion of Cartxx, Xxxxxxx & Xilbxxx, xxunsel for Holdings and UBIBV, dated the date of the ContractsClosing and addressed to Buyer and Tony Xxxxx, Licenses xx form and Warrantiessubstance reasonably acceptable to Buyer and Tony Xxxxx, xxgether with such opinions of Bakex & XcKexxxx, xx other counsel reasonably acceptable to the extent the same may Buyer and Tony Xxxxx, xx shall be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable)required; (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements on behalf of the Parties;[Intentionally Omitted] (v) an owner’s affidavit in form reasonably acceptable to Buyer and the Title Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Company;[Intentionally Omitted] (vi) a certificate confirming that Seller is not a “foreign person” within A certified excerpt from the meaning commercial register of the Foreign Investment in Real Property Tax Act, and containing information necessary Lower Court Dusseldorf regarding Holdings not older than 14 days certifying that the persons acting on behalf as Holding as its managing directors are the recorded managing directors of Holdings jointly authorized to complete an IRS Form 1099;represent the company. (vii) a closing certificate from Seller certifying that Signed resignation letters of all directors and officers of the representations Bavaria Entities requested by Buyer and warranties contained in Paragraph 12(a) of this Agreement are true and correct as Tony Xxxxx xxxor to Closing (or actions of the Closing DateShareholders and Board of Directors of Bavaria removing such persons as directors and officers); and (viii) All other instruments and documents evidencing the due organization and valid existence of Seller and the authority of the designated representative of Seller to execute and deliver the closing documents. (b) At Closing, Buyer shall execute and deliver to Seller: (i) the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of required by this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of to be delivered by Holdings or UBIBV to Buyer and Tony Xxxxx xx or before the authority of the designated representative of Buyer to execute and deliver the closing documentsClosing.

Closing Documentation. (a) At Closing, Seller shall execute and contemporaneously herewith deliver to Buyer Purchaser the following documents in the forms attached hereto as Exhibits C through Hfollowing: (i) a special warranty deed (certificates for the “Deed”) conveying Shares duly endorsed for transfer or accompanied by duly executed stock powers or stock transfer forms sufficient to Buyer fee simple convey to Purchaser title to the Land Shares; (ii) the resignations of the directors and Improvementsofficers of the Subject Company that have been requested to resign by Purchaser, free and clear of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated effective as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”); (ii) a xxxx of sale by which Seller transfers to Buyer the FF&E (the “Xxxx of Sale”); (iii) a general assignment certificate, signed by the secretary of Seller, certifying resolutions of the Contractsboard of managers of Seller authorizing the execution, Licenses delivery and Warranties, to the extent the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit performance of any Contracts, Licenses and Warranties which are not assignable)this Agreement; (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements Third-Party Consents which are identified on behalf of the PartiesSchedule 2.7; (v) an owner’s affidavit documentation in form and substance reasonably acceptable to Buyer Purchaser of the termination of all obligations under that certain Management Agreement dated April 22, 2003 by and between Isle of Capri Casino, Inc., and the Title Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Subject Company;. (vi) a good standing certificate confirming that Seller is not a “foreign person” within for the meaning of the Foreign Investment in Real Property Tax Act, and containing information necessary to complete an IRS Form 1099; (vii) a closing certificate from Seller certifying that all of the representations and warranties contained in Paragraph 12(a) of this Agreement are true and correct Subject Company as of the Closing Date; and (viiivii) documents evidencing a Transition Services Agreement executed by Seller substantially in the due organization and valid existence form of Seller and the authority of the designated representative of Seller to execute and deliver the closing documents.Exhibit C hereto. --------- (b) At Closing, Buyer Purchaser shall execute and contemporaneously herewith deliver to SellerSeller the following: (i) the General Assignmentcash portion of the Estimated Purchase Price by wire transfer of immediately available funds to an account identified by Seller to Purchaser; (ii) a Promissory Note and a Pledge Agreement executed by Purchaser substantially in the Settlement Statement;form of Exhibits A and B hereto, respectively; ---------------- (iii) a statement from Buyer certifying that all Transition Services Agreement executed by Purchaser substantially in the form of the representations Exhibit C hereto; and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and--------- (iv) documents evidencing a Guaranty executed by Nevada Gold & Casinos, Inc., substantially in the due organization and valid existence form of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documents.Exhibit D hereto. ---------

Closing Documentation. (a) At ClosingThe Buyer shall have received from the Seller and, Seller shall execute and deliver to Buyer where applicable, the Company the following documents in the forms attached hereto as Exhibits C through Hclosing documentation: (i) a special warranty deed (the “Deed”) conveying to Buyer fee simple title to the Land and Improvements, free and clear copy of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated as an independent valuation in respect of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”)Property; (ii) a xxxx share certificates representing the Seller Shares issued in the name of sale by which Seller transfers the Seller, duly endorsed for transfer to Buyer the FF&E (the “Xxxx of Sale”)Buyer; (iii) a general assignment certified copy of resolutions of the Contracts, Licenses and Warranties, directors of the Company authorizing the transfer of the Seller Shares to the extent Buyer, the same may be assignable (registration of the “General Assignment”) (provided that Seller shall cooperate with Shares in the name of the Buyer, the issue of share certificates representing the Seller Shares registered in the name of the Buyer to obtain and effecting the benefit necessary changes in the directors and officers of any Contracts, Licenses and Warranties which are not assignable)the Company; (iv) a settlement statement (share certificates registered in the “Settlement Statement”) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements on behalf name of the PartiesBuyer, signed by the president of the Company representing the Seller Shares; (v) an owner’s affidavit in form reasonably acceptable to a certified copy of the central securities register of the Company showing the Buyer and as the Title Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against registered owner of the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title CompanySeller Shares; (vi) a certificate confirming executed by the Seller certifying that Seller is not a “foreign person” within the meaning of the Foreign Investment Buyer’s conditions in Real Property Tax Act, subsections 6.1(b) and containing information necessary to complete an IRS Form 10996.1(c) have been satisfied; (vii) a closing certificate from Seller certifying that all duly signed resignation of Xxxxx Xxxxx as director and officer of the representations Company; (viii) releases, in form and warranties contained substance satisfactory to the Buyer, acting reasonably, executed by the Seller in Paragraph 12(a) of this Agreement are true and correct as favour of the Closing DateCompany releasing the Company from any and all manner of actions, causes of action, suits, proceedings, debts, dues, profits, expenses, contracts, damages, claims, demands and liabilities whatsoever, in law or equity, which the Seller, ever had, now has or may have against the Company for or by reason of any matter, cause or thing whatsoever done or omitted to be done by the Company up to the Closing; (ix) all other necessary consents, waivers, including waivers of pre-emptive rights, and authorizations required to enable the transfer of the Seller Shares to the Buyer as provided for in this Agreement; (x) all such instruments of transfer, duly executed, which in the opinion of the Buyer acting reasonably are necessary to effect and evidence the transfer of the Seller Shares to the Buyer free and clear of all Encumbrances; (xi) the corporate minute books and all other books and records of the Company; and (viii) documents evidencing the due organization and valid existence of Seller and the authority of the designated representative of Seller to execute and deliver the closing documents. (b) At Closing, Buyer shall execute and deliver to Seller: (ixii) the General Assignment; (ii) corporate seal for the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documentsCompany, if applicable.

Closing Documentation. (a) At the Closing, Seller shall execute and deliver or cause to be delivered to Buyer the following documents (a) a Xxxx of Sale substantially in the forms attached hereto as Exhibits C through H: form of Exhibit A executed by Seller, transferring title to all the Transferred Materials and the Transferred Equipment and other tangible personal property included within the Purchased Assets, (ib) an Assignment Agreement substantially in the form of Exhibit B executed by Seller, pursuant to which Seller assigns to Buyer intangible property (other than Patent Rights and the Assigned Contract) included within the Purchased Assets, (c) a special warranty deed (Patent Assignment Agreement of the “Deed”) conveying Assigned Patent Rights substantially in the form of Exhibit C executed by Seller, transferring to Buyer fee simple title all of the Patent Rights included within the Purchased Assets, and (d) a copy of the articles of incorporation of Seller, as in effect on the Closing Date, certified by the Washington Secretary of State, (e) and a certificate, as of the most recent practicable date, of the Washington Secretary of State as to Seller’s corporate status and existence, (f) a certificate of the Land and ImprovementsSecretary of Seller, free and clear of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated dated as of the Closing Date), certifying as to (Bi) the rights incumbency of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title)officers of Seller executing documents executed and delivered in connection herewith, and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”); (ii) a xxxx copy of sale by which Seller transfers to Buyer the FF&E (by-laws of Seller, as in effect on the “Xxxx of Sale”); Closing Date, and (iii) a general assignment copy of the Contracts, Licenses and Warranties, to the extent the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable); (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements on behalf resolutions of the Parties; Board of Directors of Seller authorizing and approving the transaction contemplated by this Agreement; (vg) an owner’s affidavit Assignment, Assumption and Novation of Agreement substantially in the form reasonably acceptable to Buyer and the Title Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required of Exhibit D executed by the Title Company; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act, and containing information necessary to complete an IRS Form 1099; (vii) a closing certificate from Seller certifying that all of the representations and warranties contained in Paragraph 12(a) of this Agreement are true and correct as of the Closing Date; and (viii) documents evidencing the due organization and valid existence of Seller and the authority counterparty to the Assigned Contract pursuant to which Seller assigns to Buyer the Assigned Contract, Buyer assumes the Assigned Contract and the counterparty to the Assigned Contract consents to such assignment, (h) legal opinions of Seller’s counsels in substantially the designated representative of Seller to execute form as set forth in Exhibit E, and deliver (i) the closing documents. (b) Transition Plan executed by Seller. At the Closing, Buyer shall execute and deliver to Seller: Seller items (a), (b), (g) and (i) ). The parties agree that the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all , Assumption and Novation of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of rights, title and interests assigned by Seller to Buyer thereunder, are subject to the designated representative of Buyer to execute retained rights and deliver the closing documentslicenses expressly provided for under Sections 2.6 and Section 2.7.

Closing Documentation. The Purchaser shall have received from the Vendor and, where applicable, the Company and/or RPI, the following closing documentation: (a) At Closing, Seller shall execute a certificate of incumbency of the Vendor showing the authorized signatories of the Vendor and deliver to Buyer their signatures; (b) a certified copy of the following documents appropriate register of members of RPI showing the Company as the registered owner of the RPI Shares; (c) share certificate(s) representing the Purchased Shares issued in the forms attached hereto name of the Vendor, duly endorsed for transfer to the Purchaser; (d) a certified copy of resolutions of the directors of the Company authorizing the transfer of the Purchased Shares to the Purchaser, the registration of the Purchased Shares in the name of the Purchaser, the issue of share certificates representing the Purchased Shares registered in the name of the Purchaser and effecting the necessary changes in the directors and officers of the Company; (e) a certified copy of resolutions of the holder of the shares of the Company authorizing the transactions contemplated by this Agreement and the transfer of the Purchased Shares to the Purchaser; (f) share certificates for the Purchased Shares registered in the name of the Purchaser, signed by the appropriate director(s) and/or officer(s) of the Company or by the Department of Registrar of Companies of Ministry of Commerce, Industry and Tourism of Cyprus as Exhibits C through H:appropriate under the laws of Cyprus; (g) a certified copy of certificate of shareholders showing the Purchaser as the registered owner of the Purchased Shares, issued by the Department of Registrar of Companies of Ministry of Commerce, Industry and Tourism of Cyprus; (h) duly signed resignations of each of the directors and officers of the Company designated by the Purchaser; (i) a special warranty deed (all other necessary consents, waivers, including consents to change of control or waivers of pre-emptive rights, and authorizations required to enable the “Deed”) conveying to Buyer fee simple title transfer of the Purchased Shares to the Land Purchaser pursuant to this Agreement; (j) all such instruments of transfer, duly executed, that in the opinion of the Purchaser, acting reasonably, are necessary to effect and Improvements, evidence the transfer of the Purchased Shares to the Purchaser free and clear of all liensEncumbrances; (k) the corporate minutes books and all other Books and Records of both the Company and RPI, charges accurate and encumbrancescurrent in all material respects; (l) the corporate seal of both the Company and RPI, except: if any; (Am) ad valorem real property taxes for the calendar year certificate of salethe Vendor referred to in Section 12.1; (n) written resignations of all directors and officers of the Company and RPI as determined by the Purchaser, together with an executed general mutual release from each of them in form and substance satisfactory to the extent Purchaser, acting reasonably; (o) if the Audited Financial Statements are available, a certificate executed by the Vendor certifying that the Audited Financial Statements were prepared in accordance with International Financial Reporting Standards and are substantially correct in every particular and present fairly and accurately the assets, liabilities and financial condition and position of the Company and RPI on a consolidated basis as at the date thereof and such consolidated financial statements contain no direct or implied statement of a material fact which is untrue on the date of such consolidated financial statements and do not yet due and payable (omit to state any material fact which is required by International Financial Reporting Standards or by Applicable Law to be prorated as of stated or reflected therein or which is necessary to make the Closing Date), statements contained therein not misleading; (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (Cp) such other matters documents as are approved by Buyer, or not objected the Purchaser may reasonably require to in a timely manner under Paragraph 7 (collectively, complete the “Permitted Encumbrances”)purchase and sale of the Purchased Shares; (iiq) a xxxx of sale by which Seller transfers to Buyer the FF&E (the “Xxxx of Sale”)Shareholder Guarantee; (iiir) a general assignment of the Contracts, Licenses and Warranties, to the extent the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable); (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements on behalf of the Parties; (v) an owner’s affidavit in form reasonably acceptable to Buyer and the Title Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Company; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act, and containing information necessary to complete an IRS Form 1099; (vii) a closing certificate from Seller certifying that all of the representations and warranties contained in Paragraph 12(a) of this Agreement are true and correct as of the Closing DateShareholders' Agreement; and (viii) documents evidencing the due organization and valid existence of Seller and the authority of the designated representative of Seller to execute and deliver the closing documents. (b) At Closing, Buyer shall execute and deliver to Seller: (is) the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documentsEscrow Agreement.

Closing Documentation. The Buyer shall have received the following documents, agreements and instruments from the Sellers: (a) At Closinga certificate signed by the Sellers and dated the date of the Closing certifying as to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof; (b) the stock certificates and stock powers for the Shares described in Section 1.3(a) hereof; (c) such duly signed resignations of directors and officers of the Corporation as the Buyer shall have previously requested; (d) an opinion of Baker, Seller shall execute Donelson, Bearman & Xxxxxxxx, counsel for the Sellers, dated the date of the Closing and deliver addressed to Buyer the following documents Buyer, in form and substance reasonably acceptable to the forms attached hereto Buyer; (e) copies of all authorizations, approvals, consents, notices, registrations and filings referred to in Schedules 3.2(b), 3.10 and 3.29(b) hereof including, without limitation, the approval of Honda (or any subsidiary or affiliate of Honda, as Exhibits C through H:may be required); (i) a special warranty deed (certificate dated as of a recent date from the “Deed”) conveying to Buyer fee simple title Secretary of State of the State of Tennessee to the Land effect that the Corporation is duly incorporated in such State and Improvementsstating that the Corporation owes no taxes, free and clear of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title)fees or penalties in such State, and (Cii) one or more certificates of officials from the jurisdictions listed on Schedule 3.7 hereto to the effect that the Corporation is duly qualified as a foreign corporation and is in good standing in such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”)jurisdictions; (iig) a xxxx copy of sale the Corporation's Articles of Incorporation, including all amendments thereto, certified as of a recent date by which Seller transfers to Buyer the FF&E (Secretary of State of the “Xxxx State of Sale”)Tennessee; (iiih) a general assignment evidence, reasonably satisfactory to the Buyer, of the Contracts, Licenses authority and Warranties, to incumbency of the extent the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable); (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements persons acting on behalf of the PartiesCorporation in connection with the execution of any document delivered in connection with this Agreement; (vi) an owner’s affidavit in form reasonably acceptable Uniform Commercial Code Search Reports on Form UCC-11 with respect to Buyer the Corporation from the states and local jurisdictions where the Title Company (defined in Paragraph 7) affirming that there principal places of business of the Corporation and its assets are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Companylocated; (vij) a certificate confirming that Seller is not a “foreign person” within the meaning of each of the Foreign Investment Sellers as to such Seller's non-foreign status in Real Property Tax Act, and containing information necessary to complete an IRS Form 1099appropriate form; (viik) a closing certificate from Seller certifying that all the corporate minute books and stock record books of the representations Corporation, and warranties contained all other books and records of, or pertaining to, the business and operations of the Corporation; (l) estoppel letter[s] of lender[s] to the Corporation, in Paragraph 12(a) of this Agreement are true form and correct substance reasonably satisfactory to the Buyer, with respect to amounts owing by the Corporation as of the Closing DateClosing; and (viiim) such other instruments and documents evidencing as the due organization and valid existence of Seller and the authority of the designated representative of Seller to execute and deliver the closing documents. (b) At Closing, Buyer shall execute and deliver to Seller: (i) reasonably request not inconsistent with the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documentsprovisions hereof.

Closing Documentation. Without limiting the generality of Section 8.2.3, the Purchaser shall have received at or before the Closing Time duly executed original copies of the following: (a) At Closinga certified copy of a resolution of the directors of the Vendor approving the transactions contemplated by this Agreement; (b) a statutory declaration of a senior officer of the Vendor concerning residence of the Vendor and a certificate of a senior officer of the Vendor as to the matters referred to in Subsection 8.2.1 and confirming that all conditions under this Agreement in favour of the Vendor have been either fulfilled or waived; (c) a certificate of status for the Vendor; (d) an election under subsection 167(1) of the Excise Tax Act (Canada) relating to the transfer of the Purchased Assets; (e) a clearance certificate under section 6 of the Retail Sales Tax Act (Ontario); (f) satisfactory evidence that the Vendor has paid all amounts payable under the Bank Austria Agreements or a direction directing the Purchaser to pay that portion of the Purchase Price necessary to obtain discharges of the liens and encumbrances registered by Bank Austria Creditanstalt AG against the assets of the Vendor; (g) satisfactory evidence that the two Personal Property Security Act (Ontario) registrations relating to the Bank Austria Agreements, Seller shall execute and deliver as described in Schedule 5.1.9, have been discharged or an undertaking/indemnity by the Vendor relating to Buyer such registrations, in a form satisfactory to counsel for the following documents Purchaser; (h) Transfers of Beneficial Interest in the forms attached hereto as Exhibits C through H:Real Property from Vendor and MID to Purchaser; (i) a special warranty deed (the “Deed”) conveying to Buyer fee simple title Notices and Directions from Vendor and MID to the Land and Improvements, free and clear of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated as Nominees of the Closing Date), (B) the rights Transfers of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”)Beneficial Interest; (iij) a xxxx True copies of sale by which Seller transfers to Buyer existing Nominee/Trust Agreements between Vendor and MID and the FF&E (the “Xxxx of Sale”)Nominees; (iiik) a general assignment Nominee/Trust Agreements from the Nominees in favour of the Contracts, Licenses and Warranties, to the extent the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable)Purchaser; (ivl) Partial assignment and assumption of the shared facilities and services agreement among the Vendor, MI Developments Inc. and York Region Vacant Land Condominium Corporation No. 1010 dated March 12, 2004; (m) an election under section 22 of the Income Tax Act (Canada) relating to the Accounts Receivable; (n) a settlement statement registered transfer of title in favour of Purchaser relating to 000 Xxxxx Xxxx, Xxxxxx, Xxxxxxx; (the “Settlement Statement”o) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements on behalf a certificate of status for MID; (p) evidence of the Partiesdischarge of the claim for lien # LT1605599 in favour of Monte Carlo General Contracting Inc.; (q) a direction from Vendor to MID directing the conveyance of Blocks 2, 4 and 13, Plan 65M-3436, Aurora; (r) a licence agreement substantially in the form attached hereto as Schedule 8.2.4; and (s) a quit claim transfer from Vendor to Purchaser of any interest in Blocks 2, 4 and 13, Plan 65M-3436, Aurora. (t) a form for transfer of all issued and outstanding shares in the capital of 1207302 Ontario Inc. (u) share certificate evidencing the issued and outstanding shares of 1207302 Ontario Inc. in the name of the Vendor, duly endorsed for transfer; (v) an owner’s affidavit in form reasonably acceptable to Buyer and the Title Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Company; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning resolution of the Foreign Investment directors of 1207302 Ontario Inc. approving the transfer of all the issued and outstanding shares in Real Property Tax Act, and containing information necessary the capital of 1207302 Ontario Inc. from Vendor to complete an IRS Form 1099; (vii) a closing certificate from Seller certifying that all of the representations and warranties contained in Paragraph 12(a) of this Agreement are true and correct as of the Closing DatePurchaser; and (viii) documents evidencing the due organization and valid existence of Seller and the authority of the designated representative of Seller to execute and deliver the closing documents. (b) At Closing, Buyer shall execute and deliver to Seller: (i) the General Assignment; (ii) the Settlement Statement; (iiiw) a statement from Buyer certifying that all written instrument terminating the Preferred Access Agreement, containing a mutual release of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documentsclaims thereunder.

Closing Documentation. At the Closing, (a) At Closing, Seller shall execute and Sellers will deliver to Buyer the following documents in the forms attached hereto as Exhibits C through H: (i) a special warranty deed (the “Deed”) conveying to Buyer fee simple title to the Land and Improvements, free and clear of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”); (ii) a xxxx of sale by which Seller transfers to Buyer the FF&E (the “Xxxx of Sale”); (iii) a general assignment of the Contracts, Licenses and Warranties, to the extent the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable); (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements on behalf of the Parties; (v) an owner’s affidavit in form reasonably acceptable to Buyer and the Title Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Company; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act, and containing information necessary to complete an IRS Form 1099; (vii) a closing certificate from Seller certifying that all of the representations and warranties contained in Paragraph 12(a) of this Agreement are true and correct as of the Closing Date; and (viii) documents evidencing the due organization and valid existence of Seller and the authority of the designated representative of Seller to execute and deliver the closing documents. (b) At Closing, Buyer shall execute and deliver to Seller: (i) the General Assignmentcertificates evidencing the Shares duly endorsed in blank for transfer or with such duly executed stock powers, with Sellers being responsible for the payment of any applicable stock transfer taxes or similar taxes; (ii) the Settlement Statementduly executed Escrow Agreement required pursuant to Section 1.02(b) hereof; (iii) a statement from Buyer certifying that the duly executed releases required pursuant to Section 8.01(d) hereof; (iv) the duly executed resignations required pursuant to Section 8.01(e) hereof; (v) the duly executed estoppel certificates required pursuant to Section 8.01(g) hereof; (vi) if applicable, the evidence of payment and discharge of Funded Debt (as hereinafter defined) and releases of all security interests on the assets of the representations Company and warranties contained in Paragraph 12(bthe Subsidiaries securing the Funded Debt pursuant to Section 8.01(h) hereof; (vii) the opinion of this Agreement are true counsel to Sellers required pursuant to Section 8.01(c) hereof; (viii) the duly executed certificates of Sellers required pursuant to Sections 8.01(a) and correct as (b) hereof; (ix) the duly executed officers' certificates required pursuant to Sections 8.01(a) and (b) hereof; (x) the complete minute and stock books and corporate seals of the Closing DateCompany and the Subsidiaries; (xi) duly executed agreements terminating the Second Amended and Restated Stock Redemption Agreement dated February 17, 1995, as amended, and the Cross Purchase Agreement dated February 17, 1995, as amended (collectively, the "Termination Agreements"); (xii) the duly executed written acknowledgements of the Related Parties (as hereinafter defined) pursuant to Section 7.7 hereof; (xiii) the duly executed written guaranties required pursuant to Section 12.13 hereof; and (xiv) such other documents as Buyer may reasonably request. (b) Buyer will deliver to Sellers: (i) the wire transfer funds constituting the Purchase Price as required pursuant to Section 1.02 hereof; (ii) the duly executed Escrow Agreement required pursuant to Section 1.02(b) hereof; (iii) the duly executed certificate of Buyer required pursuant to Sections 9.01(a) and (b) hereof; and (iv) documents evidencing the due organization and valid existence opinion of counsel to Buyer and the authority of the designated representative of Buyer required pursuant to execute and deliver the closing documentsSection 9.01(c) hereof.

Closing Documentation. (a) At ClosingThe Purchaser will have received from the Vendors and, Seller shall execute and deliver to Buyer where applicable, the Company the following documents closing documentation, delivered either to the place of closing or to the Purchaser's designated agent in the forms attached hereto as Exhibits C through HSlovak Republic: (i) a special warranty deed (the “Deed”) conveying to Buyer fee simple title share certificate representing the Shares issued in the name of AMC, duly endorsed for transfer to the Land Purchaser; which endorsement must include the business name and Improvementsthe registered seat of the Purchaser, free signatures of the representatives authorized to act on behalf of AMC and clear the date of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year transfer of sale, the Shares must correspond to the extent not yet due and payable (to be prorated as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”)Date ; (ii) a xxxx certified extract from a resolution of sale by which Seller transfers the board of directors of the Company, authorizing the transfer of the Shares to Buyer the FF&E (Purchaser, the “Xxxx endorsement for such purpose of Sale”)the share certificate representing the Shares, and the registration of such transfer in the books of the Company and with the Slovak Securities Centre; (iii) a general assignment certified extract from the shareholder register of the Contracts, Licenses and Warranties, to Company held by the extent Slovak Securities Centre showing the same may be assignable (Purchaser as the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain registered owner of the benefit of any Contracts, Licenses and Warranties which are not assignable)Shares; (iv) duly signed resignations (including a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments as to the Purchase Price return of information to the Company), in form and substance satisfactory to the appropriate receipts and disbursements on behalf Purchaser, acting reasonably, of each of the Partiesmembers of the Company's board of directors, supervisory board, officers and statutory representatives designated by the Purchaser; (v) an owner’s affidavit releases, in form reasonably acceptable and substance satisfactory to Buyer the Purchaser, acting reasonably, executed by each of the Vendors in favour of the Company releasing the Company from any and all manner of actions, causes of action, suits, proceedings, debts (other than the Title Company (defined Shareholder Loans being transferred to the Purchaser), dues, profits, expenses, contracts, damages, claims, demands and liabilities whatsoever, in Paragraph 7) affirming that there are no outstanding possessory rightslaw or equity, liens which the Vendors or rights to claim liens either of them, ever had, now has or may have against the PropertyCompany for or by reason of any matter, except for the Permitted Encumbrances, and any other certificates cause or affidavits reasonably required thing whatsoever done or omitted to be done by the Title CompanyCompany up to the Closing; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning an assignment of the Foreign Investment Shareholder Loans, in Real Property Tax Actform and substance satisfactory to the Purchaser, and containing information necessary to complete an IRS Form 1099acting reasonably, duly executed by AMC; (vii) a closing certificate from Seller certifying that all an assignment of the representations engagement agreement between Boris Bartalsky and warranties contained AMC, in Paragraph 12(aform and substance satisfaxxxxx xx xxx Xxrchaser, acting reasonably, duly executed by AMC; (viii) all other necessary consents, waivers, including waivers of this Agreement are true pre-emptive rights and correct as authorizations required to enable the transfer of the Closing DateShares and the Shareholder Loans to the Purchaser as provided for in this Agreement; and (viiiix) documents evidencing all such instruments of transfer, duly executed, which in the due organization and valid existence of Seller and the authority opinion of the designated representative of Seller Purchaser acting reasonably are necessary to execute effect and deliver evidence the closing documents. (b) At Closing, Buyer shall execute and deliver to Seller: (i) the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all transfer of the representations Shares and warranties contained in Paragraph 12(b) Shareholder Loans to the Purchaser free and clear of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documentsall Encumbrances.

Closing Documentation. (a) 10.1 At the Closing, Seller shall execute and deliver to Buyer Purchaser: (a) the following agreement of assignment and assumption of the Ground Lease and the Century-Oland Lease as heretofore described in Section 2.2 and Section 2.4; (b) the deed as heretofore described in Section 2.3; (c) a bill of sale, without recourse or warranty other than any warranty whxxx is expressly provided herein and is expressly stated to survive Closing, for any Personal Property being conveyed incidental to the Real Property as heretofore described in Section 2.5; (d) the agreement whereby Purchaser shall assume the Existing Financing and any and all other instruments and documents required to be executed and delivered by Seller under or by reason of the Loan Documents in connection therewith together with an assignment of the forms attached hereto Existing Lenders Reserves and Escrows; (e) an assignment and assumption agreement as Exhibits C through H:heretofore described in Section 2.6 of the Contracts which shall provide that Purchaser is assuming all of the obligations of Seller arising after the Closing Date under the Contracts (including any obligations to union personnel and other persons who may be beneficiaries under any such agreements) subject to any Contract termination provided hereunder; (f) an assignment and assumption agreement as heretofore described in Section 2.7 of the Licenses and Permits which shall provide that Purchaser is assuming all of the obligations of Seller arising after the Closing Date under such Licenses and Permits; (g) an assignment and assumption agreement as heretofore described in Section 2.8, with respect to each of the Leases which shall provide that Purchaser is assuming all of the obligations of the landlord arising after the Closing Date under the Leases; (h) the agreement of assignment and assumption of the Garage Lease as heretofore described in Section 2.9; (i) a special warranty deed an assignment and assumption of the interest rate cap agreement entered into in connection with the Existing Loans; (the “Deed”j) conveying updated and revised Schedules pursuant to Buyer fee simple title Section 7.2 hereof; (k) such warranties and guarantees with respect to the Land Building's systems, equipment and Improvementsapparatus as are in possession of Seller or the Building's managing agent or within the reasonable control of Seller; (l) all Leases (or copies thereof) as then are in effect including a certificate by Seller that the copies thereby delivered to Purchaser of the Leases, free Ground Lease, the Century-Oland Lease, and clear the Garage Lease documents to which Seller is a partx xxx complete, true and accurate copies; (m) a rent roll in the form of Schedule E updated to a date no earlier than ten (10) days prior to the Closing Date, certified by Seller to be true, correct and complete, showing the same categories of information as are set forth on the rent roll attached hereto as Schedule E; (n) the Contracts which Purchaser has agreed to or is required by this Agreement to assume; (o) the Licenses and Permits referred to on Schedule I; (p) letters (substantially in the form annexed hereto and made part hereof as Exhibit 8) addressed to each of the tenants under the Leases, including statements to the effect that their respective security deposits under the Leases have been delivered to and received by Purchaser (and containing such other statements and information as may be required pursuant to the Section 7-105 of the General Obligations Law to relieve Seller of further liability for the maintenance and return of the security deposits under the Leases) and a notice to the tenant under the Garage Sublease; (q) an estoppel certificate from (i) the Fee Owner with respect to the Ground Lease substantially in the form of Exhibit 9, (ii) the lessee with respect to the Century-Oland Lease (which may be contained in one (1) estoppel certificate) xxxxxantially in the form of Exhibit 9, and (iii) the landlord under the Main Garage Lease and the tenant under the Garage Sublease (which may be combined in one (1) estoppel), substantially in the form of Exhibit 11. (Purchaser shall reasonably cooperate with Seller's efforts to obtain such estoppels, including delivering such financial and other information respecting Purchaser as the Fee Owner or the lessee under the Century-Oland Lease may reasonably request); (r) estoppel xxxxxficates from (i) King & Spalding LLP, Fleet National Bank, Amerada Hess Corporation, WestPoint, (which may be incorporated in the settlexxxx agreement with WestPoint, discussed in Section 8.1(a) and which the Purchaser agrees may be delivered post-Closing in accordance with Section 8.1(a) Westdeutsche Landesbank Girozentrale, New York Branch, American Express Tax and Business Services, Inc., Roundabout (except that Purchaser agrees same may be incorporated in the settlement agreement with Roundabout which may be delivered post-Closing in accordance with Section 8.1(a) and Addison-Wesley, (and Purchaser agrees that the Addison-Wesley estoppex xxxx xxx xx unacceptable if it contains a resxxxxxxxx xxxx respect to Seller's obligation to complete the build out of the 17th floor and to reimburse Addison-Wesley for its relocation expenses in accordance with its Leaxx; xxx (xx) Xeller's other tenants representing in the aggregate (inclusive of the tenants referenced immediately prior hereto) seventy five (75%) percent of the rented area of the Building, and in the event WestPoint has not been received as of Closing sixty(60%) percent of the rented area of the building, each such estoppel certificate from a tenant to be in substantially the form of Exhibit 10 annexed hereto (or, if any tenant(s) object to such form, either in the form prescribed in such tenant's Lease or in the form previously delivered by such tenant in connection with the closing of the Existing Financing). Purchaser agrees that the settlement agreement dated October 28, 2003, as referenced on SCHEDULE M executed by Emimex shall be deemed to be an estoppel certificate complying with the requirements of the Section, and shall be counted toward the 75% (or sixty (60%) percent as the case may be) of the rented area of the Building for which Seller must deliver estoppels, and as to Roundabout and WestPoint, the settlement agreement and/or estoppel must by its terms run in favor of Seller and/or Seller's successors and/or assigns. The estoppel certificates shall be dated no earlier than November 11, 2003, unless Seller elects to adjourn the Closing Date beyond January 13, 2004, in which event the estoppel certificates must be dated with sixty (60) days of the Closing Date, and subject to no material adverse modification thereof, and shall confirm that there are no offsets, abatements, or reductions of any rent payable under the relevant Lease and otherwise confirm, and not be inconsistent with, Seller's representation and warranties herein with respect to the Leases; (s) the Building's managing agent's records (excluding confidential matters regarding governance of Seller and its tax returns and allocations and payments to its partners and their affiliates) pertaining to the operation of the Building; (t) keys and combinations in Seller's possession relating to the operation of the Premises; (u) any and all plans, specifications, drawings, engineering reports and marketing plans, used in connection with the Building as are in the possession of Seller or the Building's managing agent; (v) copies of all liensbooks and records maintained by Seller or Seller's agents in connection with the operation of the Building as are in the possession of Seller or the Building's managing agent, charges other than internal books, records and encumbrances, except: memoranda for use among the constituent members of Seller; (Aw) ad valorem real property taxes for the calendar year of sale, a certification to the extent effect that Seller is not yet due a "foreign person" as defined in the Foreign Investment and payable Real Property Tax Act ("FIRPTA"); (x) evidence as shall be reasonably acceptable to be prorated counsel for Purchaser of the authority of Seller to consummate this transaction and proof of its legal subsistence; (y) a statement from the Existing Lenders or their servicer addressed to Purchaser or contained within any assumption documents delivered by the Existing Lenders, dated as of the Closing Date), stating, among other things, (Bi) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title)Loan Documents are in full force and effect, and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”); (ii) a xxxx all payments of sale principal, interest and any other sums that are due and payable by which the Seller transfers under or with respect to Buyer the FF&E (Loan Documents through the “Xxxx of Sale”); Closing Date have been made, (iii) a general assignment of the Contracts, Licenses and Warranties, to the extent Existing Lenders' actual knowledge, no default exists under the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any ContractsLoan Documents, Licenses and Warranties which are not assignable); (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements on behalf principal amount of Existing Financing outstanding as of the Parties; Closing Date, (v) an owner’s affidavit the amount held in form reasonably acceptable reserve pursuant to Buyer and the Title Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Company; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning terms of the Foreign Investment in Real Property Tax Act, and containing information necessary to complete an IRS Form 1099; (vii) a closing certificate from Seller certifying that all of the representations and warranties contained in Paragraph 12(a) of this Agreement are true and correct Loan Documents as of the Closing Date; and (vi) confirmation or a list of all of the documents and instruments evidencing, securing or pertaining to the Existing Financing other than certifications previously delivered by, and instruments unique to, Seller; (z) the Lenders' Consent (which may be reflected as part of the assumption agreement); (aa) the certificate described in Section 7.2, dated as of the Closing Date, duly executed by Seller; and (viiibb) documents evidencing any other affidavit, document or instrument required to be delivered or cause to be delivered by Seller pursuant to the due organization and valid existence terms of Seller and this Agreement. 10.2 At the authority of the designated representative of Seller to Closing, Purchaser shall, as applicable, deliver or execute and deliver the closing documents. (b) At Closing, Buyer shall execute and deliver or cause to be delivered to Seller: (a) the balance of the Purchase Price as adjusted for net closing adjustments between Seller and Purchaser and the reimbursements for escrows and reserves as hereinafter provided; (b) the agreement of assignment and assumption of the Ground Lease and the Century-Oland Lease as heretofore described in Section 2.2 and Section 2.4; (c) the aforesaid assignment and assumption agreement of the Contracts as heretofore described in Section 2.6; (d) the aforesaid assignment and assumption agreement of the Licenses and Permits as heretofore described in Section 2.7; (e) the assignment and assumption of the Leases as heretofore described in Section 2.8; (f) the agreement of assignment and assumption of the Garage Lease as heretofore described in Section 2.9; (g) the assumption of the interest rate cap agreement; (h) the assumption of the Existing Financing and any and all other instruments and documents required to be executed and delivered by Purchaser and any affiliate of Purchaser under or by reason of the Loan Documents in connection therewith; (i) the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained letters heretofore described in Paragraph 12(b) of this Agreement are true and correct as of the Closing DateSection 10.1(p); and (ivj) documents evidencing the due organization and valid existence evidence as shall be reasonably acceptable to counsel for Seller of Buyer and the authority of Purchaser to consummate this transaction and proof of its legal subsistence as an entity. 10.3 Each of the designated representative of Buyer parties shall execute such transfer tax and other tax returns incidental to execute this transaction as required by law and deliver such other documents as may be reasonably required to consummate the closing documentstransactions under this Agreement.

Closing Documentation. (a) At the Closing, Seller shall execute and deliver to Buyer Purchaser, or cause to be executed and delivered to Purchaser, the following documents in the forms attached hereto as Exhibits C through Hwhich are a condition precedent to Purchaser’s obligation to Close: (a) a duly executed and acknowledged i) a special warranty deed (for the “Deed”) Property in recordable statutory form, conveying to Buyer the fee simple title to the Land and ImprovementsProperty to Purchaser, free and clear of any and all liensUnacceptable Title Exceptions in the form reflected on Exhibit B, charges attached hereto and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title)incorporated herein by reference, and (Cii) such a declaration of restrictive covenants in lieu of unity of title encumbering the Property and that certain other matters property owned by the Seller as are approved by Buyer, or not objected to more particularly described in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”)attached Exhibit F; (iib) a xxxx any affidavits of sale title reasonably requested by which Seller transfers to Buyer Escrow Agent in the FF&E (the “Xxxx of Sale”); (iii) a general assignment of the Contractsform reflected on Exhibit C, Licenses attached hereto and Warranties, to the extent the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable); (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements on behalf of the Parties; (v) an owner’s affidavit in form reasonably acceptable to Buyer and the Title Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required incorporated herein by the Title Company; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act, and containing information necessary to complete an IRS Form 1099; (vii) a closing certificate from Seller certifying that all of the representations and warranties contained in Paragraph 12(a) of this Agreement are true and correct as of the Closing Datereference; and (viiic) such other documents evidencing or instruments as may be reasonably necessary to consummate the due organization transactions contemplated by this Agreement, including, without limitation, certificates, affirmations or acknowledgments required by the Escrow Agent who shall conduct Closing. (d) An executed certification as to Seller’s non-foreign status (“FIRPTA”) in the form then required by the Code Withholding Section and valid existence each party shall execute, acknowledge and deliver to the other party such instruments, and take such other actions, as such other party may reasonably request in order to comply with IRS §6045(e), as amended, or any successor provision or any regulations promulgated pursuant thereto, insofar as the same requires reporting of information in respect of real estate transactions, in the form reflected on Exhibit E, attached hereto and incorporated herein by reference. (e) The consent of those members of Seller and whose consent is required authorizing the authority sale of the designated representative of Seller Property to Purchaser. At the Closing, Purchaser shall execute and deliver to Seller the closing documentsfollowing, which shall be a condition precedent to Seller’s obligation to Close (a) an Easement against the Property authorizing Seller to continue using that portion of the structure that currently encroaches into the Property. (b) At Closingsuch other documents or instruments as may be reasonably necessary to consummate the transactions contemplated by this Agreement, Buyer including, without limitation, certificates, affirmations or acknowledgments required by the Escrow Agent who shall execute and deliver to Seller: (i) conduct Closing including the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documents.title affidavit form reflected on Exhibit D.

Closing Documentation. The Seller shall have received the following --------------------- documents, agreements and instruments from the Buyer: (a) At Closinga certificate signed by a duly authorized signatory of the Buyer and dated as of the Closing Date certifying as to the satisfaction of the conditions set forth in Sections 8.1 and 8.2 hereof; (b) payment of the portion of the Purchase Price payable to the Seller at the Closing pursuant to Section 1.2 hereof; (c) an opinion of Parker, Seller shall execute Poe, Xxxxx & Xxxxxxxxx L.L.P., counsel for the Buyer, dated as of the Closing Date and deliver addressed to the Seller, in substantially the form of Exhibit E hereto; --------- (d) a certificate dated as of a recent date from the Secretary of State of the State of Delaware to the effect that the Buyer is duly incorporated and in good standing in such State; (e) a copy of the following Buyer's Certificate of Incorporation, including all amendments thereto, certified by the Secretary of State of the State of Delaware; (f) a certificate of the Secretary or an Assistant Secretary of the Buyer as to (i) the bylaws of the Buyer, (ii) the resolutions of the Buyer's Board of Directors authorizing this Agreement and the transactions contemplated hereby, and (iii) the authority and incumbency of the persons acting on behalf of the Buyer in connection with the execution of any document delivered in connection with this Agreement; (g) the documents required of the Buyer under the Owned Real Property Rider; (h) a release from the Company and the Buyer, in form and substance reasonably satisfactory to the forms attached hereto Seller, with respect to all claims, demands, causes of action, obligations, debts and liabilities, which the Company or the Buyer may have against Xxxxxx, arising out of or based upon the acts or omissions of Xxxxxx, in his capacity as Exhibits C through H:an officer, director, employee or agent of the Company; and (i) a special warranty deed (the “Deed”) conveying to Buyer fee simple title to the Land and Improvements, free and clear of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters instruments and documents as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”); (ii) a xxxx of sale by which Seller transfers to Buyer the FF&E (the “Xxxx of Sale”); (iii) a general assignment of the Contracts, Licenses and Warranties, to the extent the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate reasonably request not inconsistent with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable); (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements on behalf of the Parties; (v) an owner’s affidavit in form reasonably acceptable to Buyer and the Title Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Company; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act, and containing information necessary to complete an IRS Form 1099; (vii) a closing certificate from Seller certifying that all of the representations and warranties contained in Paragraph 12(a) of this Agreement are true and correct as of the Closing Date; and (viii) documents evidencing the due organization and valid existence of Seller and the authority of the designated representative of Seller to execute and deliver the closing documentsprovisions hereof. (b) At Closing, Buyer shall execute and deliver to Seller: (i) the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documents.

Closing Documentation. (a) Sellers' and Shareholders' Documents. At Closing, Seller Sellers and/or the Shareholders, as applicable, shall execute and deliver to Buyer the following documents in the forms attached hereto as Exhibits C through Hfully executed documents: (i1) a special warranty deed A Xxxx of Sale in the form attached to this Agreement as Exhibit D; (2) An Assignment of Trade Name and Intellectual Property Rights in the form attached to this Agreement as Exhibit E (the “Deed”"Intellectual Property Assignment"); (3) conveying An Assignment and Assumption of Real Property Lease in the form attached to this Agreement as Exhibit F (the "Real Property Assignment"); (4) An Assignment and Assumption of Contracts in the form attached as Exhibit G (the "Contract Assignment"); (5) The Noncompetition Agreement; (6) The Employment Agreement; (7) The Escrow Agreement; (8) Duly entered corporate resolutions of the board of directors and shareholders of each Seller authorizing the transactions contemplated by this Agreement, accompanied by a certificate of the Secretary of each Seller to the effect that such resolutions are in full force and effect and have not been amended, modified or rescinded, together with good standing certificates from the State of Maryland and all states in which the Sellers are qualified to do business; (9) Documents required to be executed by Sellers to permit Buyer to adopt Sellers' corporate names. (10) A certificate of Sellers and Shareholders certifying that Sellers' and Shareholders' representations and warranties contained in Section 7 of this Agreement are true and correct in all material respects on the Closing Date as though made on and as of the Closing Date; (11) An opinion of counsel in the form attached to this Agreement as Exhibit H which shall include a statement permitting reliance on the opinion by Buyer's lenders, if required under applicable lending documents; (12) Such releases, consents, waiver or agreements, in forms reasonably satisfactory to Buyer fee simple title and its lenders, as may be required by Buyer's lenders for their approval of the transactions contemplated by this Agreement; (13) Such releases, consents, waivers and approvals, in forms reasonably satisfactory to Buyer, as may be necessary to effect the Land conveyance, transfer, assignment and Improvementsdelivery of the Assets, free and clear of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of saleclaims, to the extent not yet due and payable (to be prorated as of the Closing Date)options, (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), first refusal and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 agreements (collectively, "Liens") other than the “Permitted Encumbrances”); (ii) a xxxx of sale by which Seller transfers to Buyer the FF&E (the “Xxxx of Sale”); (iii) a general assignment of the Contracts, Licenses and Warranties, to the extent the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable); (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements on behalf of the Parties; (v) an owner’s affidavit in form reasonably acceptable to Buyer and the Title Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Company; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act, and containing information necessary to complete an IRS Form 1099; (vii) a closing certificate from Seller certifying that all of the representations and warranties contained in Paragraph 12(a) of this Agreement are true and correct as of the Closing DateAssumed Liabilities; and (viii14) documents evidencing Such other instruments of transfer or assignment, in forms reasonably satisfactory to Buyer, as may be necessary in order to vest Buyer with good and marketable title to the due organization and valid existence of Seller and the authority of the designated representative of Seller to execute and deliver the closing documentsAssets. (b) At Closing, Buyer shall execute and deliver to Seller: (i) the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documents.

Closing Documentation. (a) At ClosingThe Purchaser will have received from the Vendor and, Seller shall execute and deliver to Buyer where applicable, the Company, the following documents in the forms attached hereto as Exhibits C through Hclosing documentation: (i) a special warranty deed (all documents or instruments, if any, necessary to transfer the “Deed”) conveying to Buyer fee simple title Interest to the Land and Improvements, Purchaser free and clear of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”); (ii) a xxxx release, signed by the Vendor, fully discharging the entire amount of sale all outstanding loans from the Vendor to the Company and releasing and forever discharging the Company of such debt and from any and all claims, past, present or future, which the Vendor has or may have in the future against the Company for or by which Seller transfers to Buyer the FF&E (the “Xxxx reason of Sale”)or in any way arising under or in respect of such a debt; (iii) certified copy of a general assignment resolution of the Contractsdirectors of the Vendor approving this Agreement, Licenses and Warrantiesthe Concurrent Financing, the transfer to the extent Purchaser (or an Affiliate of the same Purchaser, as the Purchaser may be assignable (direct) of the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain Interest and the benefit of any Contracts, Licenses and Warranties which are not assignablerelease contemplated in Section 6.1(e)(ii); (iv) a settlement statement (resolutions of the “Settlement Statement”) reflecting any applicable adjustments managers of the Company, authorizing the transfer of the Interest to the Purchase Price Purchaser signed by the Vendor’s nominees thereto, in such form as the Purchaser and the appropriate receipts and disbursements on behalf of the PartiesVendor shall agree, acting reasonably; (v) an owner’s affidavit in form reasonably acceptable to Buyer and the Title Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Company; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning of an officer of the Foreign Investment Vendor, acting in Real Property Tax Acthis/her capacity as officer of the Vendor and not in his/her personal capacity, and containing information necessary certifying, to complete an IRS Form 1099; (vii) a closing certificate from Seller certifying the best of his knowledge that all of the representations and warranties of the Vendor set forth in Section 2.1 hereof are true, accurate, and correct in all material respects as of the Closing Date, and certifying that the Vendor has fulfilled and/or performed, when required, all of its obligations contained in Paragraph 12(a) of this Agreement are true and correct as of to be fulfilled and/or performed on or before the Closing Date; and (viiivi) documents evidencing a certified cheque, wire transfer, bank draft or solicitors trust cheque payable to the due organization and valid existence of Seller and Purchaser’s Solicitors, in trust, for $2 million, representing the authority proceeds of the designated representative of Seller to execute and deliver the closing documentsConcurrent Financing. (b) At Closing, Buyer shall execute and deliver to Seller: (i) the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documents.

Closing Documentation. (a) At Closing, Seller Buyer shall execute and deliver to Buyer have received the following documents in the forms attached hereto as Exhibits C through Hdocuments, agreements and instruments from Seller: (i) a special warranty deed (Duly executed Notarial Deeds, stock powers and stock transfer forms, together with share certificates, if applicable, for the “Deed”Vermont Shares and the Bavaria Shares described in Section 2.4(b) conveying to Buyer fee simple title hereof in forms mutually agreeable to the Land and Improvements, free and clear of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”)parties; (ii) a xxxx Certificates signed by an officer or director of sale by which each of Holdings and Seller transfers certifying as to Buyer the FF&E (the “Xxxx of Sale”)matters set forth in Section 7.1(a) above with respect to Holdings and Seller; (iii) a general assignment An opinion of Cartxx, Xxxxxxx & Xilbxxx, xxunsel for Holdings and Seller, dated the date of the ContractsClosing and addressed to Buyer, Licenses in form and Warrantiessubstance reasonably acceptable to Buyer, together with such opinions of Bakex & XcKexxxx, xx other counsel reasonably acceptable to the extent the same may Buyer, as shall be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable)required; (iv) a settlement statement The Shareholders Registers of VCG Holdings, Definitive Stock and VCGLLC (which shall be updated at Closing) and statutory company books, including the “Settlement Statement”) reflecting any applicable adjustments minute books and stock record books, of the Group Entities to the Purchase Price and the appropriate receipts and disbursements on behalf of the Partiesextent required to be maintained or actually maintained; (v) an owner’s affidavit A certificate of a member of the Management Board of Seller dated the Closing Date certifying (A) that attached thereto are true, complete and correct copies of the Articles of Association of each of Seller, VCG, VCGLLC, VCG Holdings and Definitive Stock as in form reasonably acceptable effect on the date of such certification, (B) that the Articles of Association or other organizational document of each of the foregoing entities have not been amended since the date of the last amendment referred to Buyer in the certificate delivered pursuant to clause (vi) above, (C) that attached thereto are true, complete and correct copies of resolutions, as in effect on the date of such certification, duly adopted by the Board of Directors of Seller and VCG or a duly authorized committee thereof, approving the transactions contemplated hereby and authorizing the execution, delivery and performance by Seller of this Agreement and the Title Company (defined sale and transfer of the Vermont Shares owned by Seller and VCG in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrancesaccordance herewith, and any (D) as to the incumbency and signatures of the officers of Seller executing this Agreement and all instruments or other certificates or affidavits reasonably required by the Title Companydocuments delivered in connection with this Agreement; (vi) a certificate confirming that Seller is not a “foreign person” within A certified excerpt from the meaning commercial register of the Foreign Investment in Real Property Tax Act, and containing information necessary Lower Court Dusseldorf regarding Holdings not older than 14 days certifying that the persons acting on behalf as Holding as its managing directors are the recorded managing directors of Holdings jointly authorised to complete an IRS Form 1099;represent the company. (vii) a closing certificate from Seller certifying that Signed resignation letters of all directors and officers of the representations and warranties contained in Paragraph 12(a) of this Agreement are true and correct as Group Entities requested by Buyer prior to Closing (or actions of the Closing DateShareholders and Board of Directors of Vermont and/or Bavaria removing such persons as directors and officers); and (viii) All other instruments and documents evidencing the due organization and valid existence of Seller and the authority of the designated representative of required by this Agreement to be delivered by Holdings or Seller to execute and deliver Buyer on or before the closing documentsClosing. (b) At Closing, Buyer shall execute and deliver to Seller: (i) the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documents.

Closing Documentation. The Buyer shall have received the following documents, agreements and instruments from the Seller: (a) At a certificate signed by the Seller and dated the date of the Closing certifying as to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof; (b) such duly signed resignations of directors and officers of the Corporation as the Buyer shall have previously requested; (c) an opinion of Rogers & Hardin, counsel for the Seller, or such other counsel to txx Xxxler xx xxe Seller has designated and who shall be reasonably acceptable to the Buyer, dated the date of the Closing and addressed to the Buyer, in form and substance reasonably acceptable to the Buyer and its counsel; (d) copies of all authorizations, approvals, consents, notices, registrations and filings referred to in Schedules 3.2(b), 3.10 and 3.29(b) hereof including, without limitation, any required consents of the landlords under the Leases necessary to enable the Corporation to continue as the tenant thereunder at the same lease rentals and on the same terms as existed prior to the Closing; (e) a certificate dated as of a recent date from (i) the Secretary of State of the State of Texas to the effect that the Corporation is duly incorporated and in good standing in such state and stating that the Corporation owes no franchise taxes in such state and listing all documents of the Corporation on file with said Secretary of State; (f) a copy of the Corporation's Articles of Incorporation, Seller shall execute including all amendments thereto, certified as of a recent date by the Secretary of State of the State of Texas; (g) evidence, reasonably satisfactory to the Buyer, of the authority and deliver incumbency of the persons acting on behalf of the Corporation in connection with the execution of any document delivered in connection with this Agreement; (h) Uniform Commercial Code Search Reports on Form UCC-11 with respect to Buyer the following documents in Corporation from the forms attached hereto as Exhibits C through H:states and local jurisdictions where the principal places of business of the Corporation and its assets are located; (i) a special warranty deed (certificate of the “Deed”) conveying to Buyer fee simple title Seller as to the Land Seller's non-foreign status in appropriate form; (j) the corporate minute books and Improvementsstock record books of the Corporation, free and clear all other books and records of, or pertaining to, the business and operations of all liens, charges and encumbrances, except: the Corporation; (Ak) ad valorem real property taxes for the calendar year estoppel letter[s] of sale, lender[s] to the extent not yet due Corporation, in form and payable (substance reasonably satisfactory to be prorated the Buyer, with respect to amounts owing by the Corporation as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”); (ii) a xxxx of sale by which Seller transfers to Buyer the FF&E (the “Xxxx of Sale”); (iii) a general assignment of the Contracts, Licenses and Warranties, to the extent the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable); (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements on behalf of the Parties; (v) an owner’s affidavit in form reasonably acceptable to Buyer and the Title Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Company; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act, and containing information necessary to complete an IRS Form 1099; (vii) a closing certificate from Seller certifying that all of the representations and warranties contained in Paragraph 12(a) of this Agreement are true and correct as of the Closing DateClosing; and (viiil) such other instruments and documents evidencing as the due organization and valid existence of Seller and the authority of the designated representative of Seller to execute and deliver the closing documents. (b) At Closing, Buyer shall execute and deliver to Seller: (i) reasonably request not inconsistent with the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documentsprovisions hereof.

Closing Documentation. As a condition of the Closing: (a) At Closing, Seller shall execute and the Company will deliver to Buyer the following documents in the forms attached hereto as Exhibits C through HParent: (i) a special warranty deed (the “Deed”) conveying to Buyer fee simple title an opinion of Xxxxxx LLP, counsel to the Land and ImprovementsCompany, free and clear of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated as of dated the Closing Date), (Date in the form of Exhibit B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”); (ii) a xxxx of sale Secretary’s Certificate for the Company executed by which Seller transfers its secretary certifying as to Buyer the FF&E its respective Organizational Documents, authorizing resolutions and incumbency (the “Xxxx of SaleSecretary’s Certificate”); (iii) a general assignment certificate executed by the President of the Contracts, Licenses and Warranties, Company to the extent effect that each of the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses conditions specified in Sections 7.1 and Warranties which are not assignable)7.2 is satisfied in all respects; (iv) a settlement statement fully executed copies of the following: (A) Written consent in the form attached hereto as Exhibit C (the “Settlement StatementStockholder Consent”) reflecting any applicable adjustments signed by a number of Stockholders sufficient to satisfy the Purchase Price and the appropriate receipts and disbursements on behalf of the PartiesRequisite Stockholder Approval; (vB) an owner’s affidavit Resignations in the form reasonably acceptable to Buyer attached hereto as Exhibit D (the “Officer and Director Resignations”) from each current executive officer, corporate officer and director of the Title Company; and (C) Releases in the form attached hereto as Exhibit E (the “Director Release”) from the current and prior directors of the Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Company;set forth on Schedule 2.4(a)(iv). (vi) a certificate confirming that Seller is not a “foreign person” within such other documents as Parent and Merger Sub may reasonably request for the meaning purpose of (A) evidencing the accuracy of any of the Foreign Investment Company’s representations and warranties, (B) evidencing the performance by the Company of, or the compliance by the Company with, any covenant or obligation required to be performed or complied with by the Company, (C) evidencing the satisfaction of any condition referred to in Real Property Tax ActSection 7 hereof, and containing information necessary to complete an IRS Form 1099; or (viiD) a closing certificate from Seller certifying that all otherwise facilitating the consummation or performance of any of the representations and warranties contained in Paragraph 12(a) of this Agreement are true and correct as of the Closing Date; and (viii) documents evidencing the due organization and valid existence of Seller and the authority of the designated representative of Seller to execute and deliver the closing documents.Contemplated Transactions; (b) At Closing, Buyer shall execute Parent and Merger Sub will deliver to Sellerthe Company: (i) the General Assignmenta Secretary’s Certificate for each of Parent and Merger Sub executed by each of their respective secretaries, certifying as to Parent and Merger Sub’s respective Organizational Documents, authorizing resolutions and incumbency; (ii) a certificate executed by the Settlement Statement;President or Chief Financial Officer of each of Parent and Merger Sub to the effect that each of the conditions specified in Sections 8.1 and 8.2 is satisfied in all respects; and (iii) a statement from Buyer certifying that all such other documents as the Company may reasonably request for the purpose of (1) evidencing the accuracy of any representation or warranty of Parent and Merger Sub, (2) evidencing the performance by Parent and Merger Sub of, or the compliance by Parent and Merger Sub with, any covenant or obligation required to be performed or complied with by Parent and Merger Sub, (3) evidencing the satisfaction of any condition referred to in Section 8, or (4) otherwise facilitating the consummation of any of the representations Contemplated Transactions; (c) Parent and warranties contained in Paragraph 12(b) of this Agreement are true and correct as Merger Sub will make payment of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documents.Initial Merger Consideration as set forth in Section 2.2(b);

Closing Documentation. The Purchaser shall have received from the Vendor and, where applicable, the Company the following closing documentation: (a) At Closing, Seller shall execute and deliver to Buyer share certificates representing the following documents Shares in the forms attached hereto as Exhibits C through H: (i) a special warranty deed (name of the “Deed”) conveying to Buyer fee simple title Vendor, duly endorsed for transfer to the Land and Improvements, free and clear of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”)Purchaser; (iib) a xxxx certified copy of sale by which Seller transfers to Buyer resolutions of the FF&E (directors of the “Xxxx Company authorizing the transfer of Sale”)the Shares, the registration of the Shares in the name of the Purchaser and the issuance of share certificates representing the Shares in the name of the Purchaser; (iiic) a general assignment share certificates representing the Shares in the name of the ContractsPurchaser, Licenses and Warranties, to signed by the extent the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable); (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements on behalf President of the Parties; (v) an owner’s affidavit in form reasonably acceptable to Buyer and the Title Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Company; (vid) a certificate confirming that Seller is not a “foreign person” within the meaning certified copy of the Foreign Investment in Real Property Tax Act, registers of members and containing information necessary to complete an IRS Form 1099transfers of the Company showing the Purchaser as the registered owner of the Shares; (viie) a closing certificate from Seller certifying statutory declaration sworn by the Vendor certifying, to the best of his knowledge, information and belief that all of the representations and warranties contained of the Vendor set forth in Paragraph 12(a) of this Agreement Section 2 are true and correct as of the Closing Date; and; (viiif) documents evidencing releases, in form and substance satisfactory to the due organization and valid existence of Seller and Purchaser, acting reasonably, executed by the authority Vendor in favour of the designated representative Company releasing the Company from all actions, causes of Seller action, suits, proceedings, debts, dues, profits, expenses, contracts, damages, claims, demands and liabilities whatsoever, in law or equity, which the Vendor ever had, now has, or may have against the Company for or by reason of any matter, cause or thing whatsoever done or omitted to execute and deliver be done by the closing documents. (b) At Closing, Buyer shall execute and deliver Company up to Sellerthe Closing other than in respect of obligations of the Company to the Vendor arising in respect of: (i) ongoing obligations to the General AssignmentVendor agreed to in writing by the Purchaser; (ii) earned but unpaid salary and unpaid benefits for the Settlement Statement;then current pay period; and (iii) a statement from Buyer certifying that all any obligations of the representations and warranties contained Company pursuant to indemnities granted to such persons by the Company in Paragraph 12(b) connection with their acts as directors of the Company but such indemnities shall be ineffective in respect of any act or omission which would constitute a default or breach under this Agreement are true or which render any representation or warranty under this Agreement untrue or inaccurate; (g) all other necessary consents, waivers (including waivers of pre-emptive rights and correct as rights of first refusal) and authorizations required to enable the transfer of the Closing DateShares to the Purchaser as provided for in this Agreement; (h) the corporate minute books and all other books and records of the Company; and (ivi) documents evidencing the due organization and valid existence of Buyer and the authority seal of the designated representative of Buyer to execute and deliver the closing documentsCompany, if any.

Closing Documentation. (a) At the Closing, Seller shall execute and deliver or cause to be delivered to Buyer the following documents (a) a Xxxx of Sale substantially in the forms attached hereto as Exhibits C through H: form of Exhibit A executed by Seller, transferring title to all the Transferred Materials and the Transferred Equipment and other tangible personal property included within the Purchased Assets, (ib) an Assignment Agreement substantially in the form of Exhibit B executed by Seller, pursuant to which Seller assigns to Buyer intangible property (other than Patent Rights and the Assigned Contract) included within the Purchased Assets, (c) a special warranty deed (Patent Assignment Agreement of the “Deed”) conveying Assigned Patent Rights substantially in the form of Exhibit C * Confidential Treatment Requested executed by Seller, transferring to Buyer fee simple title all of the Patent Rights included within the Purchased Assets, and (d) a copy of the articles of incorporation of Seller, as in effect on the Closing Date, certified by the Washington Secretary of State, (e) and a certificate, as of the most recent practicable date, of the Washington Secretary of State as to Seller’s corporate status and existence, (f) a certificate of the Land and ImprovementsSecretary of Seller, free and clear of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated dated as of the Closing Date), certifying as to (Bi) the rights incumbency of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title)officers of Seller executing documents executed and delivered in connection herewith, and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”); (ii) a xxxx copy of sale by which Seller transfers to Buyer the FF&E (by-laws of Seller, as in effect on the “Xxxx of Sale”); Closing Date, and (iii) a general assignment copy of the Contracts, Licenses and Warranties, to the extent the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable); (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements on behalf resolutions of the Parties; Board of Directors of Seller authorizing and approving the transaction contemplated by this Agreement; (vg) an owner’s affidavit Assignment, Assumption and Novation of Agreement substantially in the form reasonably acceptable to Buyer and the Title Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required of Exhibit D executed by the Title Company; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act, and containing information necessary to complete an IRS Form 1099; (vii) a closing certificate from Seller certifying that all of the representations and warranties contained in Paragraph 12(a) of this Agreement are true and correct as of the Closing Date; and (viii) documents evidencing the due organization and valid existence of Seller and the authority counterparty to the Assigned Contract pursuant to which Seller assigns to Buyer the Assigned Contract, Buyer assumes the Assigned Contract and the counterparty to the Assigned Contract consents to such assignment, (h) legal opinions of Seller’s counsels in substantially the designated representative of Seller to execute form as set forth in Exhibit E, and deliver (i) the closing documents. (b) Transition Plan executed by Seller. At the Closing, Buyer shall execute and deliver to Seller: Seller items (a), (b), (g) and (i) ). The parties agree that the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all , Assumption and Novation of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of rights, title and interests assigned by Seller to Buyer thereunder, are subject to the designated representative of Buyer to execute retained rights and deliver the closing documentslicenses expressly provided for under Sections 2.6 and Section 2.7.