Common use of Closing Obligations Clause in Contracts

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or Xxxxxx, as applicable, shall deliver to Purchaser: (i) a xxxx of sale executed by Seller for all of the Purchased Assets that are personal property in substantially the same form as Exhibit 2.6(a)(i) (the “Xxxx of Sale”); (ii) a xxxx of sale or other assignment instrument executed by Xxxxxx for the Xxxxxx Contributions; (iii) a trademark assignment for each of the Seller’s Trademarks in substantially the same form as Exhibit 2.6(a)(iii) (the “Trademark Assignment”); (iv) one or more assignment and assumption agreements executed by Seller for each of the Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 (the “Assignment and Assumption Agreements”); (v) each of the Consents identified on Schedule 4.3 as a required Consent; (vi) titles to the motor vehicles included in the Purchased Assets, duly endorsed by Seller in favor of Purchaser; (vii) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and executed by Seller or Xxxxxx, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or Xxxxxx by virtue of work performed by such contractors; (viii) a certificate executed on behalf of Seller and Xxxxxx as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; and (ix) the Non-Competition and Employment Agreements described in Section 8.4. (b) Purchaser shall deliver to Seller or Xxxxxx, as the case may be: (i) that portion of the Purchase Price described in Section 3.1(a); (ii) the Notes; (iii) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses executed by Purchaser; and (iv) a certificate executed by Purchaser as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 9.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.2.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or XxxxxxAt the Closing, as applicable, shall deliver the following deliveries will be made to PurchaserBuyer: (i) a xxxx an assignment of sale the IDE Membership Interests, duly executed by Seller for IRG, free and clear of all of the Purchased Assets that are personal property in substantially the same form as Exhibit 2.6(a)(i) (the “Xxxx of Sale”)Encumbrances; (ii) a xxxx an assignment of sale or other assignment instrument the IRG Membership Interests, duly executed by Xxxxxx for the Xxxxxx ContributionsIESG, free and clear of all Encumbrances; (iii) an assignment of all right, title and interest of Insignia IP in the DE Marks, in the form of Exhibit C, duly executed by Insignia IP, free and clear of all Encumbrances, which assignment will be duly acknowledged by a trademark assignment for each of the Seller’s Trademarks in substantially the same form as Exhibit 2.6(a)(iii) (the “Trademark Assignment”)notary public; (iv) one or more an assignment of all right, title and assumption agreements interest of the Companies in the DE Domain Names, duly executed by Seller for each Insignia IP, free and clear of the Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 (the “Assignment and Assumption Agreements”)all Encumbrances; (v) each the Support Services Agreement in the form of the Consents identified on Schedule 4.3 as a required ConsentExhibit D hereto, duly executed by IESG; (vi) titles a termination of the existing license agreements with respect to the motor vehicles included in the Purchased Assets, duly endorsed by Seller in favor DE Marks between Insignia IP and each of PurchaserIDE and IRG; (vii) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and executed by Seller or Xxxxxx, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or Xxxxxx by virtue of work performed by such contractorsLien Releases; (viii) a certificate executed on behalf an agreement, in the form of Seller and Xxxxxx as Exhibit K hereto, pursuant to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations which CBRE shall agree to be performed or complied with at or before bound by the Closing in accordance with provisions of Section 8.22.8 hereof, duly executed by CBRE; and (ix) the Non-Competition and Employment Agreements described additional documents referred to in Section 8.47.3. The documents referenced in this Section 2.4(a) and Section 7.3 are collectively referred to as the "Seller Parties' Closing Documents." (b) Purchaser shall At the Closing, Buyer will deliver to the Seller or Xxxxxx, as the case may beParties: (i) that portion of the Purchase Price described in Section 3.1(a)Closing Amount; (ii) the NotesSupport Services Agreement, duly executed by Buyer and IRG; (iii) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses Lender Subordination Agreement, duly executed by Purchaserthe parties thereto (other than the Seller Parties); and (iv) a certificate executed by Purchaser the additional documents referred to in Section 8.3. The documents referenced in this Section 2.4(b) and Section 8.3 are collectively referred to as to the accuracy of its representations and warranties as of the date of this Agreement and as of the "Buyer's Closing in accordance with Section 9.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.2Documents."

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or XxxxxxSeller, Members, and Principals, as applicablethe case may be, shall deliver or cause to Purchaserbe delivered to Buyer, unless explicitly waived by Buyer: (i) a xxxx bxxx of sale executed by Seller for all of the Purchased Assets that are personal property Tangible Personal Property in substantially the same form as of Exhibit 2.6(a)(i2.7(a)(i) (the “Xxxx Bxxx of Sale”)) executed by Seller; (ii) a xxxx an assignment of sale or other assignment instrument executed by Xxxxxx for the Xxxxxx Contributions; (iii) a trademark assignment for each all of the SellerAssets that are intangible personal property in the form of Exhibit 2.7(a)(ii), which assignment shall also contain Buyer’s Trademarks in substantially the same form as Exhibit 2.6(a)(iii) (the “Trademark Assignment”); (iv) one or more assignment undertaking and assumption agreements executed by Seller for each of the Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 Liabilities (the “Assignment and Assumption AgreementsAgreement”)) executed by Seller; (viii) each assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the Consents identified on Schedule 4.3 as a required Consentform of Exhibit 2.7(a)(iii) executed by Seller; (vi) titles to the motor vehicles included in the Purchased Assets, duly endorsed by Seller in favor of Purchaser; (viiiv) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by PurchaserBuyer, each in form and substance satisfactory to Purchaser Buyer and its legal counsel and executed by Seller or Xxxxxx, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or Xxxxxx by virtue of work performed by such contractorsSeller; (viiiv) the employment agreements in the form of Exhibit 2.7(a)(v), executed by Post and Mxxxxxxxx (the “Employment Agreements”); (vi) the non-competition agreements in the form of Exhibit 2.7(a)(vi), executed by Para and Mxxxxxxx (the “Non-Competition Agreements”); (vii) a certificate executed on behalf of Seller by Seller, Members, and Xxxxxx Principals as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 7.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.27.2; (viii) a certificate of an executive officer of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller and Members approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of name contemplated by Section 5.8 and accompanied by the requisite documents for amending the relevant Governing Documents of Seller required to effect such change of name in form sufficient for filing with the appropriate Governmental Body to be filed upon termination of the Transition Services Agreement; (ix) Releases of all Encumbrances on the Assets (other than the Permitted Encumbrances); (x) each of the Consents Identified in Exhibit 2.7(a) (the “Material Consents”), to the extent obtained prior to Closing. (xi) certificates as to the good standing of Seller and payment of all applicable state Taxes by Seller, including compliance with relevant Bulk Sales Laws, executed by the appropriate officials of the State of Illinois; (xii) such other documents relating to the Contemplated Transactions as Buyer or its counsel may reasonably request; and (ixxiii) a Transition Services Agreement (the Non-Competition “Transition Services Agreement”) in form and Employment Agreements described in Section 8.4substance reasonably satisfactory to Buyer and Seller providing for transition services by Seller until all Material Consents are obtained. (b) Purchaser Buyer shall deliver to Seller or Xxxxxxand Members, as the case may be: (i) that portion of the Purchase Price described in funds required by Section 3.1(a2.3(b)(i); (ii) the NotesShares required by Section 2.3(b)(iii); (iii) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses executed by Purchaser; andBuyer; (iv) the Employment Agreements executed by Buyer; (v) the Non-Competition Agreements executed by Buyer; (vi) a certificate executed by Purchaser Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 9.1 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.28.2; (vii) a certificate of the Chief Financial Officer of Buyer certifying as complete and accurate at the Closing attached copies of the Governing Documents of Buyer, and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions; (viii) such other documents relating to the Contemplated Transactions as Buyer or its counsel may reasonably request; and (ix) the Transition Services Agreement executed by Buyer.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) The Seller or Xxxxxx, as applicable, shall deliver to PurchaserBuyer: (i) a xxxx of sale executed by Seller for all and assignment and assumption agreement in the form of the Purchased Assets that are personal property in substantially the same form as Exhibit 2.6(a)(i2.7(a)(i) (the “Xxxx of SaleAssignment and Assumption Agreement”)) duly executed by the Seller; (ii) a xxxx certificates representing the Shares, (accompanied by duly executed stock powers) for transfer to Buyer (the parties acknowledge and agree that delivery to, or retention of, the certificates representing any such Shares by the Agent under the LaSalle Loan Documents or Xxxxx Fargo Bank, National Association shall be deemed delivery to the Buyer of sale or other assignment instrument executed by Xxxxxx such certificates for the Xxxxxx Contributionsall purposes hereunder); (iii) a trademark assignment for certificate of the Secretary of Seller certifying and attaching all requisite resolutions or actions of Seller’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of each of the Seller’s Trademarks in substantially officers of Seller executing this Agreement and any other document relating to the same form as Exhibit 2.6(a)(iii) (the “Trademark Assignment”)Contemplated Transactions; (iv) one or more assignment and assumption agreements executed by Seller for each of a transition services agreement, in the Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 form attached as Exhibit 2.7(a)(iv) (the “Assignment and Assumption AgreementsTSA”), duly executed by the Seller; (v) each of a legal opinion from Xxxxxxxxxx Xxxxxxx PC in the Consents identified on Schedule 4.3 form attached as a required ConsentExhibit 2.7(a)(v); (vi) titles to the motor vehicles included consents from landlords identified in the Purchased Assets, duly endorsed by Seller in favor of PurchaserExhibit 2.7(a)(vi); (vii) such other bills of salea license agreement with respect to the Retained IP, assignmentsin the form attached hereto as Exhibit 2.7(a)(vii) (the “License Agreement”), certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and duly executed by Seller or Xxxxxx, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or Xxxxxx by virtue of work performed by such contractorsIP Sub; (viii) a certificate release, in the form attached hereto as Exhibit 2.7(a)(viii) (the “Release”), duly executed on behalf by the Seller, each Retained Subsidiary, each Sub, and each subsidiary of Seller and Xxxxxx as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2each Sub; and (ix) a stockholders agreement, in the Non-Competition and Employment Agreements described in Section 8.4form attached as Exhibit 2.7(a)(ix) (the “Stockholders Agreement”), duly executed by the Seller. (b) Purchaser Buyer shall deliver the following to Seller or Xxxxxx, as the case may beSeller: (i) evidence of an agreement for purchase by EGI of all outstanding membership interests in IP Holdings, LLC (“Affiliate IP”), to be consummated as soon as is practicable after the Closing Date, for an aggregate purchase price of no more than $400,000 plus currently outstanding royalties of approximately $50,000, to be made in no more than 18 monthly installments; provided that portion the Buyer agrees that until the earlier of (i) the payment in full of all outstanding obligations under the Seller Note, and (ii) until such purchase is consummated, and notwithstanding any provision to the contrary in the License Agreement between EGI and the Affiliate IP (the “AIP Agreement”), the license granted under the AIP Agreement to EGI shall continue in accordance with its terms, other than the obligation for EGI to pay royalties pursuant thereto, which shall cease as of the Purchase Price described in Section 3.1(a);Closing Date. (ii) the NotesSeller Note in the form set forth in Exhibit 2.7(b)(ii), duly executed by the Buyer; (iii) certificates representing the Buyer Common Shares, free and clear of all Encumbrances; (iv) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses Agreement, duly executed by Purchaser; andBuyer; (ivv) the TSA, duly executed by the Buyer; (vi) the Stockholders Agreement, duly executed by Buyer and Encore Investors II, Inc.; (vii) the License Agreement, duly executed by the Buyer; (viii) a certificate guaranty of the Seller Note, in the form set forth in Exhibit 2.7(b)(viii) (the “Guaranty”), duly executed by Purchaser EGI and each Domestic Sub; (ix) a security agreement with respect to the Seller Note and the License, in the form set forth in Exhibit 2.7(b)(ix) (the “Note Security Agreement”), and all related documentation, in each case duly executed by the Buyer; (x) a security agreement with respect to the Guaranty, in the form set forth in Exhibit 2.7(b)(x) (the “Guaranty Security Agreement”), duly executed by EGI and each Domestic Sub; (xi) an opinion from Trenwith Group, LLC as to the accuracy solvency of its representations Buyer prior to and warranties after giving effect to the consummation of the Contemplated Transactions, in the form attached as Exhibit 2.7(b)(xi); (xii) reimbursement of any fees and/or expenses advanced by Seller to any Encore Entity or Trenwith Group, LLC in connection with the preparation, execution and delivery of the solvency opinion described in clause (xi) above, by wire transfer of immediately available federal funds to an account specified by the Seller to the Buyer, it being understood and agreed by the parties that to the extent any such fees and/or expenses are or become payable as of or after the date Closing Date, such fees and/or expenses shall be payable by and the sole responsibility of this Agreement Buyer; (xiii) executed payoff letters with respect to indebtedness under, and evidence of the release of all Encumbrances under, the LaSalle Loan Documents, including applicable Uniform Commercial Code Termination Statements in connection therewith, and a release of the Seller under the Hong Kong Facilities; (xiv) evidence of the conversion of the Shareholder Loan from Xxxxxxxx Xxxxx in the principal amount of $500,000 into a subordinated note with the same terms and conditions as of the Seller Note provided that the parties acknowledge and agree that such Shareholder Loan will be entitled to receive interest payments after the Closing in accordance with Section 9.1 the interest payment schedule in effect immediately prior to the Closing, for so long as the royalties to IP Sub under the License Agreement are not in arrears (to the extent such royalty payments are in arrears, all further such interest payments shall be treated as set forth in the License Agreement); (xv) a Certificate of the Secretary of the Buyer certifying and attaching the Governing Documents of the Buyer, as amended, and all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement, the documents contemplated hereby to its compliance with be executed by Buyer and performance the consummation of the transactions contemplated hereby and thereby, including the issuance to Seller of the Buyer Common Shares, free and clear of all Encumbrances, and certifying to the incumbency and signatures of the officers of the Buyer executing each of the foregoing documents and any other document relating to the Contemplated Transactions; (xvi) the certificate of incorporation of Buyer and all amendments thereto, certified by the Secretary of State of Delaware; (xvii) a Certificate of the Secretary of EGI and each Domestic Sub certifying and attaching all requisite resolutions or actions of its covenants board of directors approving the execution and obligations delivery of the Guaranty and the Guaranty Security Agreement and thereby and certifying to be performed the incumbency and signatures of the officers of each of them executing each of the foregoing documents any other document relating to the Contemplated Transactions; (xviii) a Certificate of the Secretary of Encore Investors II, Inc. certifying and attaching all requisite resolutions or complied with at actions of its board of directors approving the execution and delivery of the Stockholders Agreement and certifying to the incumbency and signatures of the officers of each of them executing such agreement and any other document relating to the Contemplated Transactions; (xix) evidence of the contribution of all the issued and outstanding capital stock of EGI (the “EGI Shares”) to Encore Investors II, Inc.; evidence of the subsequent contribution of all of the EGI Shares from Encore Investors II, Inc. to the Buyer; evidence of the subsequent contribution of all of the EGI Shares from Buyer to US Gift; evidence of the cancellation of all outstanding options, warrants, convertible securities, commitments, agreements or before other rights to purchase or acquire any capital stock of EGI. (xx) an opinion of Xxxxxx & Xxxx LLP in the Closing in accordance with Section 9.2.form of Exhibit 2.7(b)(xx);

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or Xxxxxxand Shareholders, as applicablethe case may be, shall deliver to PurchaserBuyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) a xxxx bill of sale executed by Seller for all of the Purchased Assets that are personal property Tangible Personal Property in substantially the same form as of Exhibit 2.6(a)(i2.7(a)(i) (the “Xxxx ‘‘Bill of Sale”)’’) executed by Seller; (ii) a xxxx an assignment of sale or other all of the Assets that are intangible personal property in the form of Exhibit 2.7(a)(ii), which assignment instrument shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the ‘‘Assignment and Assumption Agreement’’) executed by Xxxxxx for the Xxxxxx ContributionsSeller; (iii) a trademark assignment for each interest in Real Property identified on Part 3.7(a) and (b), a re- cordable warranty deed, an Assignment and Assumption of Lease in the form of Exhibit 2.7(a)(iii) or such other appropriate document or instru- ment of transfer, as the case may require, each in form and substance satisfactory to Buyer and its counsel and executed by Seller’s Trademarks in substantially the same form as Exhibit 2.6(a)(iii) (the “Trademark Assignment”); (iv) one or more assignment assignments of all Intellectual Property Assets and assumption agreements separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 2.7(a)(iv) executed by Seller for each of the Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 (the “Assignment and Assumption Agreements”); (v) each of the Consents identified on Schedule 4.3 as a required Consent; (vi) titles to the motor vehicles included in the Purchased Assets, duly endorsed by Seller in favor of Purchaser; (vii) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by PurchaserXxxxx, each in form and substance satisfactory to Purchaser Buyer and its legal counsel and executed by Seller or XxxxxxSeller; (vi) an employment agreement in the form of Exhibit 2.7(a)(vi), as applicableexecuted by [ ] (the ‘‘Employment Agreement’’);‌ (vii) noncompetition agreements in the form of Exhibit 2.7(a)(vii), including executed by each Shareholder (the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or Xxxxxx by virtue of work performed by such contractors‘‘Noncompetition Agreements’’); (viii) an escrow agreement in the form of Exhibit 2.7(a)(viii), executed by Xxxxxx and each Shareholder and the escrow agent (the ‘‘Escrow Agreement’’); (ix) a certificate executed on behalf of by Seller and Xxxxxx each Shareholder as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 7.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.27.2; and (ixx) a certificate of the Non-Competition Secretary of Seller certifying, as complete and Employment Agreements described accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s board of directors and shareholders approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of name contemplated by Section 5.9 and certifying to the incumbency and signatures of the officers of Seller executing this Agree- ment and any other document relating to the Contemplated Transactions and accompanied by the requisite documents for amending the relevant Governing Documents of Seller required to effect such change of name in Section 8.4form sufficient for filing with the appropriate Governmental Body. (b) Purchaser Buyer shall deliver to Seller or Xxxxxxand Shareholders, as the case may be: (i) that portion of dollars ($ ) by wire transfer to an account specified by Seller in a writing delivered to Buyer at least three (3) business days prior to the Purchase Price described in Section 3.1(a)Closing Date; (ii) a promissory note executed by Xxxxx and payable to Seller in the Notesprincipal amount of dollars ($ ) in the form of Exhibit 2.7(b)(ii) (the ‘‘Promissory Note’’); (iii) the Escrow Agreement, executed by Xxxxx and the escrow agent, together with the delivery of dollars ($ ) to the escrow agent there- under, by wire transfer to an account specified by the escrow agent; (iv) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses executed by Purchaser; andXxxxx; (ivv) the Employment Agreement executed by Xxxxx; (vi) the Noncompetition Agreements executed by Xxxxx and xxx- xxxx ($ ) by wire transfer to an account specified by each Share- holder in a writing delivered to Buyer at least three (3) days prior to the Closing Date; (vii) a certificate executed by Purchaser Xxxxx as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 9.1 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.28.2; and (viii) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Xxxxx’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Trans- actions.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or Xxxxxx, as applicable, shall deliver to PurchaserBuyer, together with funds sufficient to pay all Taxes subject to Section 10.2 necessary for the transfer, filing or recording thereof: (i) a xxxx of sale executed by Seller in the form of Exhibit 2.7(a)(i) (the "Bills of Sale") for all of the Purchased Assets that are personal property in substantially the same form as Exhibit 2.6(a)(i) (the “Xxxx of Sale”)Assets, executed by Seller; (ii) a xxxx an assignment in the form of sale or other Exhibit 2.7(a)(ii) of all of the Assets which are intangible personal property, which assignment instrument shall also contain Buyer's undertaking and assumption of the Assumed Liabilities (the "Assignment and Assumption Agreement"), executed by Xxxxxx for the Xxxxxx ContributionsSeller; (iii) a trademark assignment for each Seller Lease identified on Schedule 3.6(b), an Assignment and Assumption of Lease in the Seller’s Trademarks in substantially the same form as of Exhibit 2.6(a)(iii2.7(a)(iii) (the “Trademark Assignment”"Assignment and Assumption of Lease"), or such other appropriate document or instrument of transfer, as the case may require, each in form and substance satisfactory to Buyer and its counsel and executed by Seller; (iv) one or more an assignment and assumption agreements of all of the Marks in the form of Exhibit 2.7(a)(iv), executed by Seller for each of the Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 (the “"Assignment and Assumption Agreements”of Marks"); (v) each an assignment of all of the Consents identified on Schedule 4.3 as a required ConsentPatents in the form of Exhibit 2.7(a)(v), executed by Seller (the "Assignment of Patents"); (vi) titles to an assignment of all of the motor vehicles included Copyrights in the Purchased Assetsform of Exhibit 2.7(a)(vi), duly endorsed executed by Seller in favor (the "Assignment of PurchaserCopyrights"); (vii) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by PurchaserBuyer, each in form and substance satisfactory to Purchaser Buyer and its legal counsel and executed by Seller or Xxxxxx, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or Xxxxxx by virtue of work performed by such contractorsSeller; (viii) a royalty agreement in the form of Exhibit 2.7(a)(viii), executed by Seller (the "Royalty Agreement"); (ix) a transitional services agreement in the form of Exhibit 2.7(a)(ix), executed by Seller (the "Transitional Services Agreement"); (x) a supply agreement in the form of Exhibit 2.7(a)(x), executed by Seller (the "Supply Agreement"); (xi) [intentionally omitted] (xii) [intentionally omitted] (xiii) a security agreement in the form of Exhibit 2.7(a)(xiii), executed by Seller (the "Security Agreement"); (xiv) a certificate executed on behalf by each of Seller Curative Health Services and Xxxxxx CHS Services as to the accuracy of their respective representations and warranties as of the effective date of this Agreement and as of the Closing in accordance with Section 8.1 7.1 and as to their respective compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.27.2; (xv) a certificate of the Secretary of Curative Health Services certifying, as complete and accurate as of the Closing, attached copies of the bylaws of Curative Health Services, certifying and attaching all requisite resolutions or actions of Curative Health Services' board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency of the officers of Curative Health Services executing this Agreement and any other document relating to the Contemplated Transactions; (xvi) a certificate of the Secretary of CHS Services certifying, as complete and accurate as of the Closing, attached copies of the bylaws of CHS Services, certifying and attaching all requisite resolutions or actions of CHS Services' board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency of the officers of CHS Services executing this Agreement and any other document relating to the Contemplated Transactions; (xvii) a securities purchase agreement in the form of Exhibit 2.7(a)(xvii), executed by Seller (the "Securities Purchase Agreement"); and (ixxviii) a registration rights agreement in the Non-Competition and Employment Agreements described in Section 8.4form of Exhibit 2.7(a)(xviii), executed by Seller (the "Registration Rights Agreement"). (b) Purchaser Buyer shall deliver to Seller or Xxxxxx, as the case may beSeller: (i) that portion of the Purchase Price described $2,100,000 by wire transfer from Buyer to accounts specified in Section 3.1(a)writing by Seller and delivered to Buyer at least one (1) Business Day prior to Closing; (ii) the Notes;[intentionally omitted] (iii) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses Agreement, executed by Purchaser; andBuyer; (iv) [intentionally omitted] (v) the Assignment and Assumption of Leases, executed by Buyer; (vi) the Royalty Agreement, executed by Buyer; (vii) the Transitional Services Agreement, executed by Buyer; (viii) the Supply Agreement, executed by Buyer; (ix) the Securities Purchase Agreement, executed by Buyer; (x) the Registration Rights Agreement, executed by Buyer; (xi) the Security Agreement, executed by Buyer; (xii) the promissory note in the form of Exhibit 2.7(b)(xii), executed by Buyer (the "Promissory Note"); (xiii) the warrant to purchase common stock in the form of Exhibit 2.7(b)(xiii), executed by Buyer (the "Stock Purchase Warrant"); (xiv) a certificate executed by Purchaser Buyer as to the accuracy of its representations and warranties as of the effective date of this Agreement and as of the Closing in accordance with Section 9.1 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.28.2; and (xv) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the bylaws of Buyer and certifying and attaching all requisite resolutions or actions of Buyer's board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or Xxxxxxand Members, as applicablethe case may be, shall deliver to PurchaserBuyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) a xxxx bxxx of sale for all of the Purchased Assets in the form of Exhibit 2.7(a)(i) (the “Bxxx of Sale”) executed by Seller for Seller; (ii) an assignment of all of the Purchased Assets that are intangible personal property in substantially the same form as Exhibit 2.6(a)(i) (the “Xxxx exclusive of Sale”Intellectual Property Assets); (ii) a xxxx of sale or other , which assignment instrument executed by Xxxxxx for the Xxxxxx Contributions; (iii) a trademark assignment for each of the Sellershall also contain Buyer’s Trademarks in substantially the same form as Exhibit 2.6(a)(iii) (the “Trademark Assignment”); (iv) one or more assignment undertaking and assumption agreements executed by Seller for each of the Assumed ContractsLiabilities, including a separate such document with respect to in the Seller’s lease described in Section 2.3 form of Exhibit 2.7(a)(ii) (the “Assignment and Assumption AgreementsAgreement”), executed by Seller; (viii) each assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights executed by Seller in the Consents identified on Schedule 4.3 as a required Consentform of Exhibit 2.7(a)(iii), executed by Seller; (vi) titles to the motor vehicles included in the Purchased Assets, duly endorsed by Seller in favor of Purchaser; (viiiv) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by PurchaserBuyer, each in form and substance satisfactory to Purchaser Buyer and its legal counsel and executed by Seller; (v) consulting agreements executed by Dx. Xxxxxxxxx and Dr. Prolla in the form of Exhibit 2.7(a)(v) (the “Consulting Agreements”); (vi) noncompetition agreements, executed by each Member in the form of Exhibit 2.7(a)(vi) (the “Noncompetition Agreements”); (vii) a new Research and Development Agreement, in the form of Exhibit 2.7(a)(vii) (the “Research and Development Agreement”), executed by Seller or Xxxxxxand replacing the terminated DTLRA dated September 4, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or Xxxxxx by virtue of work performed by such contractors2009; (viii) a duly executed certificate in the form specified in Treas. Reg. Section 1.1445-2(b); (ix) a certificate executed on behalf of by Seller and Xxxxxx each Member as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 5.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.25.2; and (ixx) a certificate of the Non-Competition President of Seller certifying, as complete and Employment Agreements described in Section 8.4accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s managers and members approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions. (b) Purchaser Buyer shall deliver to Seller or Xxxxxxand Members, as the case may be: (i) that portion of the Purchase Price described in Section 3.1(a)Price, by wire transfer to an account designated by Seller; (ii) the NotesAssignment and Assumption Agreement executed by Buyer; (iii) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses Consulting Agreements executed by Purchaser; andBuyer; (iv) the Noncompetition Agreements executed by Buyer; (v) the Research and Development Agreement, executed by Buyer; (vi) a certificate executed by Purchaser Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 9.1 6.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.26.2; and (vii) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or XxxxxxBizarre and Shareholders, as applicablethe case may be, shall deliver to PurchaserJKP Sub: (i) a xxxx bill of sale executed by Seller for all of the Purchased Assets that are personal property in substantially Tangible Personal Properxx xn the same form as of Exhibit 2.6(a)(i4.7(a)(i) (the “Xxxx of Sale”)"BILL OF SALE") duly executed by Bizarre; (ii) a xxxx an xxxxgnment of sale or other all of the Assets that are intangible personal property in the form of Exhibit 4.7(a)(ii), which assignment instrument shall also contain JKP Sub's undertaking and assumption of the Assumed Liabilities (the "ASSIGNMENT AND ASSUMPTION AGREEMENT") duly executed by Xxxxxx for the Xxxxxx ContributionsBizarre; (iii) a trademark assignment for each assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the Seller’s Trademarks in substantially the same form as of Exhibit 2.6(a)(iii4.7(a)(iii) (the “Trademark Assignment”)duly executed by Bizarre; (iv) one or more assignment and assumption agreements executed by Seller for each of the Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 (the “Assignment and Assumption Agreements”); (v) each of the Consents identified on Schedule 4.3 as a required Consent; (vi) titles to the motor vehicles included in the Purchased Assets, duly endorsed by Seller in favor of Purchaser; (vii) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by PurchaserJKP Sub, each in form and substance satisfactory to Purchaser JKP Sub and its legal counsel and duly executed by Seller or XxxxxxBizarre; (v) an employment agreement in the form of Exhibit 4.7(a)(v), as applicableduly executed by Keith Gordon (the "EMPLOYMENT AGREEMENT"); (vi) nxxxxxxxxxxxxn agreements in the form of Exhibit 4.7(a)(vi), including duly executed by each Shareholder (the assignment "NONCOMPETITION AGREEMENTS"); (vii) a consulting agreement in the form of any Intellectual Property rights that may have arisen in any independent contractors of Exhibit 4.7(a)(vii), duly executed by Morton Gordon (the Seller or Xxxxxx by virtue of work performed by such contractors"CONSULTING AGREEMENT"); (viii) a certificate x xxxxxxxxxte executed on behalf of Seller by Bizarre 1 and Xxxxxx each Shareholder as to the accuracy of their representations and warranties as of the date of this Agreement Effective Date and as of the Closing in accordance with Section 8.1 9.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.29.2; (ix) a certificate executed by Bizarre 2 and each Shareholder as to the accuracy of their representations and warranties as of the Effective Date and as of the Closing in accordance with Section 9.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.2; (x) a certificate of the Secretary of Bizarre 1: (a) certifying, as complete and accurate as of the Closing: (1) Part 4.1(a), Part 4.1(b), Part 4.1(d), Part 5.18(a) and Part 5.15(b); (2) the attached copies of the Governing Documents of Bizarre; (3) all attached requisite resolutions or actions of Bizarre's board of directors and shareholders approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of name contemplated by Section 7.7; (b) certifying as to the incumbency and signatures of the officers of Bizarre executing this Agreement and any other document relating to the Contemplated Transactions; and (c) certifying and attaching the requisite documents for amending the relevant Governing Documents of Bizarre required to effect such change of name in form sufficient for filing with the appropriate Governmental Body; and (ixxi) a certificate of the Secretary of Bizarre 2: (a) certifying, as complete and accurate as of the Closing: (1) Part 4.1(a), Part 4.1(b), Part 4.1(d), Part 5.18(a) and Part 5.15(b); (2) the Non-Competition attached copies of the Governing Documents of Bizarre; (3) all attached requisite resolutions or actions of Bizarre's board of directors and Employment Agreements described shareholders approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of name contemplated by Section 7.8; (b) certifying as to the incumbency and signatures of the officers of Bizarre executing this Agreement and any other document relating to the Contemplated Transactions; and (c) certifying and attaching the requisite documents for amending the relevant Governing Documents of Bizarre required to effect such change of name in Section 8.4form sufficient for filing with the appropriate Governmental Body. (b) Purchaser On the Closing Date, JKP Sub shall deliver to Seller or XxxxxxBizarre and Shareholders, as the case may be: (i) that portion of the Unpaid Purchase Price described in Section 3.1(a)by wire transfer to Bizarre's Account; (ii) the NotesWarrant in the form of Exhibit 4.3(b) executed by JKP; (iii) the Assignment and Assumption Agreement for in the Assumed Liabilities and Accrued Expenses form of Exhibit 4.7(a)(ii) executed by Purchaser; andJKP Sub; (iv) the Employment Agreement in the form of Exhibit 4.7(a)(v) executed by JKP Sub; (v) the Noncompetition Agreements in the form of Exhibit 4.7(a)(vi) executed by JKP Sub; (vi) the Consulting Agreement in the form of Exhibit 4.7(a)(vii) executed by JKP Sub; (vii) a certificate executed by Purchaser the secretary of JKP Sub as to the accuracy of its representations and warranties as of the date of this Agreement Effective Date and as of the Closing in accordance with Section 9.1 10.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.210.2; and (viii) a certificate of the secretary of JKP Sub (a) certifying, as complete and accurate as of the Closing, the attached copies of the Governing Documents of JKP Sub; (b) and certifying and attaching all requisite resolutions or actions of JKP Sub's board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions; and (c) certifying to the incumbency and signatures of the officers of JKP Sub executing this Agreement and any other document relating to the Contemplated Transactions.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) The Seller or Xxxxxx, as applicable, shall deliver (or cause to Purchaserbe delivered) to the Buyer: (i) the various certificates, instruments and documents required to be delivered under Section 9.3; (ii) a xxxx of sale executed by Non-solicitation and Non-competition Agreement in the form attached hereto as Exhibit 4.2(a)(ii) (the “Noncompetition and Nonsolicitation Agreement”) (iii) a letter from the Seller for all in the form attached hereto as Exhibit 4.2(a)(iii), notifying the FDA of the Purchased Assets that are personal property transfer of the rights to the Registrations to the Buyer; (iv) a Xxxx of Sale in substantially the same form attached hereto as Exhibit 2.6(a)(i4.2(a)(iv) (the “Xxxx of Sale”); (iiv) a xxxx of sale or other assignment instrument executed by Xxxxxx for Patent Assignment Agreement in the Xxxxxx Contributionsform attached hereto as Exhibit 4.2(a)(v) (the “Patent Agreement”); (iiivi) a trademark assignment for each of Trademark Assignment Agreement in the Seller’s Trademarks in substantially the same form attached hereto as Exhibit 2.6(a)(iii4.2(a)(vi) (the “Trademark AssignmentAgreement”); (ivvii) one or more assignment an Assignment and assumption agreements executed by Seller for each of Assumption Agreement in the Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 form attached hereto as Exhibit 4.2(a)(vii) (the “Assignment and Assumption AgreementsAgreement”); (v) each of the Consents identified on Schedule 4.3 as a required Consent; (vi) titles to the motor vehicles included in the Purchased Assets, duly endorsed by Seller in favor of Purchaser; (vii) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and executed by Seller or Xxxxxx, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or Xxxxxx by virtue of work performed by such contractors; (viii) a certificate executed on behalf Transition Services Agreement in the form attached hereto as Exhibit 4.2(a)(viii) (the “Transition Services Agreement”); (ix) such other instruments of Seller conveyance, consent, and Xxxxxx acknowledgement as may be required to convey all of the Purchased Assets to the accuracy Buyer, to permit the Buyer to record or register all registrable Purchased Proprietary Rights and to put the Buyer in possession and control of their representations and warranties as all of the date Purchased Assets of this Agreement a tangible nature, including documents and as data in electronic formats, to the extent that such documents and data are in electronic formats; (x) original executed versions of the Closing Assigned Contracts except for those that are not in accordance with Section 8.1 and the Seller’s possession, as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2indicated on Schedule 2.2(e); and (ixxi) copies of the Non-Competition and Employment Agreements described in Section 8.4Software listed on Schedule 4.2(a)(xi) (the Buyer acknowledging that such copies of Software will be provided by the Seller without any representation or warranty of any kind including as to any title or right of the Seller or the Buyer to use such Software). (b) Purchaser The Buyer shall deliver (or cause to Seller or Xxxxxx, as be delivered) to the case may beSeller: (i) that portion of the Purchase Price described in The various certificates, instruments and documents required to be delivered under Section 3.1(a)9.2; (ii) the NotesThe Assumption Agreement; (iii) The Noncompetition and Nonsolicitation Agreement; (iv) The Transition Services Agreement; (v) A letter from the Assignment and Assumption Agreement for Buyer to the Assumed Liabilities and Accrued Expenses executed by PurchaserFDA in the form attached hereto as Exhibit 4.2(b)(v), notifying the FDA of the transfer of the Registrations to the Buyer; and (ivvi) a certificate executed by Purchaser The Closing Payment. (c) The agreements and instruments referred to in Sections 4.2(a)(ii) through (viii) and Section 4.2(b)(v), together with this Agreement, are referred to herein as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 9.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.2“Transaction Agreements.”

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or Xxxxxx, as applicable, shall deliver to PurchaserBuyer: (i) a xxxx of sale executed by Seller for all of the Purchased Acquired Assets that are personal property Tangible Personal Property in substantially the same form as of Exhibit 2.6(a)(i2.7(a)(i) (the “Xxxx of Sale”)) executed by Seller; (ii) a xxxx of sale or other assignment instrument executed by Xxxxxx for the Xxxxxx Contributions[Reserved]; (iii) a trademark an assignment for each and assumption agreement concerning the 1B Lease in the form of the Seller’s Trademarks in substantially the same form as Exhibit 2.6(a)(iii2.7(a)(iii) (collectively, the “Trademark 1B Lease Assignment”)) and such other appropriate document or instrument of transfer, as the case may require, each in form and substance satisfactory to Buyer and its counsel and executed by Seller and ARE relating to the 1B Lease; (iv) one or more assignment assignments of all Intellectual Property Assets and assumption agreements separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 2.7(a)(iv) executed by Seller for each of the Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 (the “Assignment and Assumption Agreements”); (v) each of the Consents identified on Schedule 4.3 as a required Consent; (vi) titles to the motor vehicles included in the Purchased Assets, duly endorsed by Seller in favor of Purchaser; (vii) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by PurchaserBuyer, each in form and substance satisfactory to Purchaser Buyer and its legal counsel and executed by Seller; (vi) an Access Agreement in the form of Exhibit 2.7(a)(vi), executed by Seller or Xxxxxx(the “Access Agreement”); (vii) an amendment to the Existing Contract, executed by Seller, in the form attached hereto as applicable, including Exhibit 2.7(a)(vii) (the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or Xxxxxx by virtue of work performed by such contractors“Existing Contract Amendment”); (viii) an opinion of Morris, Nichols, Arsht and Xxxxxxx (the “Xxxxxx, Xxxxxxx Opinion”) dated the Closing Date, in the form of Exhibit 2.7(a)(viii), which shall permit Seller to rely on such opinion; (ix) a copy of the Board of Directors minutes certified by the corporate Secretary of Seller as to the receipt, consideration and acceptance of a third party fairness opinion and/or valuation with respect to the Acquired Assets. (x) a certificate executed on behalf of by Seller and Xxxxxx as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 5.1.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.25.1.2; and (ixxi) a certificate of the Non-Competition Secretary of Seller certifying, as complete and Employment Agreements described in Section 8.4accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions. (b) Purchaser Buyer shall deliver to Seller or XxxxxxSeller, as the case may be: (i) that portion of the Purchase Price described Closing Payment by wire transfer to an account specified by Seller in Section 3.1(a)a writing delivered to Buyer on the Closing Date; (ii) the Notes1B Lease Assignment and 1B Lease Amendment executed by Buyer; (iii) the Assignment and Assumption Access Agreement for the Assumed Liabilities and Accrued Expenses executed by Purchaser; andBuyer; (iv) the Existing Contract Amendment. (v) a certificate executed by Purchaser Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 9.1 5.2.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.25.2.2; and (vi) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors (if any) approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions.

Closing Obligations. In Upon the terms contained herein, in addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller Sellers shall deliver, or Xxxxxxcaused to be delivered, as applicable, shall deliver to Purchaser:Buyers (the delivery of any of which may be waived in writing by Buyers): (i) a one xxxx of sale executed by Seller for each of K Defense, KII and K Industries in substantially the form of Exhibit 2.9(a)(i) covering in the aggregate all of the Purchased Assets that are personal property in substantially the same form as Exhibit 2.6(a)(i) Tangible Personal Property (collectively, the “Xxxx Bills of Sale”), duly executed by the applicable Seller; (ii) a xxxx counterpart signature page to an assignment of sale or other all of the Assets that are intangible personal property in substantially the form of Exhibit 2.9(a)(ii), which assignment instrument shall also contain Buyers’ undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), duly executed by Xxxxxx for the Xxxxxx Contributionseach Seller; (iii) a trademark assignment for each of the Seller’s Trademarks counterpart signature pages to non-competition agreements in substantially the same form as of Exhibit 2.6(a)(iii) 2.9(a)(iii), duly executed by each Shareholder (the “Trademark AssignmentNon-Competition Agreements”); (iv) one or more assignment and assumption agreements a counterpart signature page to an escrow agreement in substantially the form of Exhibit 2.9(a)(iv), duly executed by each Seller for each of the Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 (the “Assignment and Assumption AgreementsEscrow Agreement”); (v) each a counterpart signature page to a registration rights agreement in substantially the form of Exhibit 2.9(a)(v), duly executed by Sellers (the Consents identified on Schedule 4.3 as a required Consent“Registration Rights Agreement”); (vi) titles counterpart signature pages to the motor vehicles included consulting agreements, in substantially the Purchased Assetsform of Exhibit 2.9(a)(vi), duly endorsed executed by Seller in favor of Purchaserthe respective Shareholder (the “Consulting Agreements”); (vii) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and executed by Seller or Xxxxxx, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors evidence of the Seller or Xxxxxx by virtue grant of work performed by an easement from the Shareholders to Windber Associates for that portion of the parking lot used in the Business that encroaches on the real property of the Shareholders adjacent to the Leased Real Property located at 000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxx 00000 and an amendment to such contractorsLease including such easement; (viii) a certificate executed on behalf of Seller counterpart signature page to a letter agreement, in form and Xxxxxx as substance mutually agreeable to Pomroys Leasing, LP and Buyers, pursuant to which (A) Buyers shall covenant to pay the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as Pay-Off Amounts to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; and (ix) the Non-Competition and Employment Agreements described in Section 8.4. (b) Purchaser shall deliver to Seller or XxxxxxPomroys Leasing, as the case may be: (i) that portion of the Purchase Price described in Section 3.1(a); (ii) the Notes; (iii) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses executed by Purchaser; and (iv) a certificate executed by Purchaser as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 9.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.2.LP within ninety

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or Xxxxxx, as applicable, shall deliver to PurchaserBuyer: (i) a xxxx an appropriate instrument of transfer to evidence the sale of the Transferred Interests to Buyer; (ii) an escrow agreement mutually agreeable to Buyer and Seller, executed by Seller for all of the Purchased Assets that are personal property in substantially the same form as Exhibit 2.6(a)(i) (the “Xxxx of SaleEscrow Agreement”); (iiiii) a xxxx employment letters and employee invention and confidential information agreements, substantially in the form of sale or other assignment instrument Exhibit 2.4(a)(iii), executed by Xxxxxx for the Xxxxxx Contributions; (iii) a trademark assignment for each Xx. Xxxxxxxxxx and Seller in favor of the Seller’s Trademarks in substantially the same form as Exhibit 2.6(a)(iii) Buyer (the “Trademark AssignmentEmployment Documents”); (iv) one or more assignment and assumption agreements a license agreement, in the form of Exhibit 2.4(a)(iv), executed by Seller for each of Xx. Xxxxxxxxxx granting the Assumed ContractsCompany an irrevocable non-exclusive worldwide license to use the Xxxxxxxxxx Software and to exercise all rights to such software as if the Company were the owner thereof, including a separate such document with respect without limitation, the exclusive right to use the SellerXxxxxxxxxx Software within the Company’s lease described in Section 2.3 field of use as defined therein (the “Assignment and Assumption AgreementsLicense Agreement”); (v) each a consent to assignment, termination, amendment or other agreement, acceptable in form and substance to the Buyer in its sole discretion, to the Non-Disclosure and Non-competition Agreement by and among Hypertech, Inc., a Tennessee corporation, Seller, Xx. Xxxxxxxxxx and InjectTek LLC, an unsigned true copy of which has been provided to Buyer (the Consents identified on Schedule 4.3 as a required Consent;“Hypertech Agreement”). (vi) titles to a certificate executed by the motor vehicles included Company stating that the conditions specified in the Purchased AssetsSections 7.1(a) through Section 7.1(h), duly endorsed by Seller in favor of Purchaserinclusive, have been fully satisfied; (vii) such other bills a recently dated certificate from the Secretary of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and executed by Seller or Xxxxxx, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors State of the Seller or Xxxxxx by virtue State of work performed by Florida confirming that the Company is in good standing in such contractors;State; and (viii) a duly executed certificate executed on behalf from Seller of Seller non-foreign status in the form and Xxxxxx as manner that complies with section 1445 of the Code and the Treasury regulations promulgated thereunder (each a “FIRPTA Certificate”); provided, however, that, notwithstanding anything to the accuracy of their representations contrary contained herein, if Seller fails to deliver a FIRPTA Certificate and warranties as Buyer elects to proceed with the Closing, Buyer shall be entitled to withhold the amount required to be withheld pursuant to Section 1445 of the date of this Agreement and as of Code from the Closing in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; and (ix) the Non-Competition and Employment Agreements described in Section 8.4Purchase Price. (b) Purchaser Buyer shall deliver to Seller or Xxxxxxdeliver, as the case may be: (i) that portion of to Seller, by wire transfer to an account specified by Seller in a writing delivered to Buyer at least three (3) business days prior to the Closing Date, the Cash Purchase Price described in Section 3.1(a)Price; (ii) the NotesEscrow Agreement, executed by Buyer and the Escrow Agent together with delivery to the Escrow Agent of three (3) or more certificates representing the Shares issued in the name of Seller; (iii) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses Employment Documents executed by Purchaser; andBuyer; (iv) a certificate executed by Purchaser as to Buyer stating that the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing conditions specified in accordance with Sections 7.2(a) through Section 9.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.27.2(d), inclusive, have been fully satisfied.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) At the Closing, Seller or Xxxxxx, as applicable, shall deliver to PurchaserBuyer: (i) a xxxx of sale executed by Seller for all of the Purchased Assets that are personal property in substantially the same a form as Exhibit 2.6(a)(i) to be agreed upon (the “Xxxx of Sale”), executed by Seller; (ii) a xxxx an assignment of sale or other assignment instrument executed by Xxxxxx for all of the Xxxxxx Contributions;Assets which are intangible personal property in the form of Exhibit 1.7 (iii) a trademark assignment for each of the Seller’s Trademarks in substantially the same form as Exhibit 2.6(a)(iiia) (the “Trademark Assignment”ii); (iv) one or more , which assignment shall also contain Buyer’s undertaking and assumption agreements executed by Seller for each of the Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 Liabilities (the “Assignment and Assumption Agreement”), executed by Seller; (iii) with respect to each interest in real property leased by Seller as set forth in Schedule 2.6(b) below, an Assignment and Assumption of Lease in the form of Exhibit 1.7(a)(iii) (the “Assignment and Assumption of Lease”), executed by Seller and the applicable lessor; (iv) copies of any other consent (excluding consents relating to the Non-Material Contracts (as defined in Section 1.8 below)) required to be obtained in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby as disclosed on Schedule 2.2(c); (v) an escrow agreement in the form of Exhibit 1.7(a)(v), executed by Seller, Xxxxxx Xxxxx (“Xxxxx”) and Xxxxxx Xxxxxxx (“Xxxxxxx”), (Xxxxx and Xxxxxxx, collectively the “Members”) and the Escrow Agent (the “Escrow Agreement”); (vi) the employment agreements in the form of Exhibit 1.7 (a) (vi), executed by Safir, Rosetti, Xxxx Xxxxx, and Xxxxxxx Xxxxxxx (the “Employment Agreements”); (vvii) each the noncompetition, nondisclosure and nonsolicitation agreements in the form of Exhibit 1.7(a)(vii), executed by the Consents identified Members and the employees listed on Schedule 4.3 as a required Consent1.7.(a)(vii); (viviii) titles a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Operating Agreement of Seller, certifying and attaching all requisite resolutions or actions of Seller’s Members approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and the change of name contemplated by Section 4.5 and certifying to the motor vehicles included incumbency of the officers of Seller executing this Agreement and any other document relating to the transactions contemplated hereby and accompanied by the requisite documents for amending the Organization Documents of Seller required to effect such change of name in form sufficient for filing with the Purchased Assets, duly endorsed by Seller in favor State of PurchaserDelaware; (viiix) an opinion of counsel of the Seller, dated the Closing Date, in a form customary for a similar transactions; (x) the certificate of organization and all amendments thereto of Seller, duly certified as of a recent date by the Secretary of State of Delaware; (xi) certificates as to the good standing of Seller and payment of all applicable state taxes by Seller, executed by the appropriate officials of the jurisdiction of Seller’s incorporation and each jurisdiction in which Seller is licensed or qualified to do business as a foreign corporation as specified in Schedule 2.1 To the extent that such certificates cannot be provided prior to Closing, seller agrees to indemnify and hold harmless Buyer for the non-payment of sales taxes for any of the jurisdictions in which Seller is licensed and qualified to do business as a foreign corporation; and (xii) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by PurchaserBuyer, each in form and substance reasonably satisfactory to Purchaser Buyer and its legal counsel and executed by Seller for the purpose of facilitating the consummation or Xxxxxx, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors performance of the Seller or Xxxxxx by virtue of work performed by such contractors; (viii) a certificate executed on behalf of Seller and Xxxxxx as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; and (ix) the Non-Competition and Employment Agreements described in Section 8.4transactions contemplated hereby. (b) Purchaser At the Closing, Buyer shall deliver to Seller or Xxxxxx, as the case may beSeller: (i) that portion Eight Million and No/100 Dollars ($8,000,000) as may be adjusted in accordance with Section 1.3 of the Purchase Price described this Agreement, by wire transfer to accounts specified in Section 3.1(awriting by Seller (which wire transfer instructions must be delivered by Seller to Buyer at least one (1) Business Day prior to Closing); (ii) the NotesAssignment and Assumption Agreement, executed by Buyer; (iii) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses Escrow Agreement, executed by PurchaserBuyer and the Escrow Agent, together with the delivery of an amount equal to One Million and No/100 Dollars ($1,000,000) of Stock and the Promissory Note in the amount of One Million and No/100 Dollars ($1,000,000) to the Escrow Agent; (iv) the Employment Agreements, executed by Buyer; (v) the Noncompetition Agreements, executed by Buyer; (vi) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the bylaws of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and certifying to the incumbency of the officers of Buyer executing this Agreement and any other document relating to the transactions contemplated hereby; and (ivvii) a certificate executed by Purchaser as stock option plan for the employees of the Seller to be available to said employees subsequent to the accuracy Closing Date, and said option plan will contain in part: (x) stock options priced at the end of its representations and warranties the Closing Date at the market value of $975,000 as of the date of this Agreement and as end of the Closing Date; (y) with a vesting schedule of four years; and (z) distribution list of said stock options to employees determined by Safir in accordance with Section 9.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.2his sole discretion.

Closing Obligations. In Upon the terms contained herein, in addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller Sellers shall deliver, or Xxxxxxcaused to be delivered, as applicable, shall deliver to Purchaser:Buyers (the delivery of any of which may be waived in writing by Buyers): (i) a one xxxx of sale executed by Seller for each of K Defense, KII and K Industries in substantially the form of Exhibit 2.9(a)(i) covering in the aggregate all of the Purchased Assets that are personal property in substantially the same form as Exhibit 2.6(a)(i) Tangible Personal Property (collectively, the “Xxxx Bills of Sale”), duly executed by the applicable Seller; (ii) a xxxx counterpart signature page to an assignment of sale or other all of the Assets that are intangible personal property in substantially the form of Exhibit 2.9(a)(ii), which assignment instrument shall also contain Buyers’ undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), duly executed by Xxxxxx for the Xxxxxx Contributionseach Seller; (iii) a trademark assignment for each of the Seller’s Trademarks counterpart signature pages to non-competition agreements in substantially the same form as of Exhibit 2.6(a)(iii) 2.9(a)(iii), duly executed by each Shareholder (the “Trademark AssignmentNon-Competition Agreements”); (iv) one or more assignment and assumption agreements a counterpart signature page to an escrow agreement in substantially the form of Exhibit 2.9(a)(iv), duly executed by each Seller for each of the Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 (the “Assignment and Assumption AgreementsEscrow Agreement”); (v) each a counterpart signature page to a registration rights agreement in substantially the form of Exhibit 2.9(a)(v), duly executed by Sellers (the Consents identified on Schedule 4.3 as a required Consent“Registration Rights Agreement”); (vi) titles counterpart signature pages to the motor vehicles included consulting agreements, in substantially the Purchased Assetsform of Exhibit 2.9(a)(vi), duly endorsed executed by Seller in favor of Purchaserthe respective Shareholder (the “Consulting Agreements”); (vii) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and executed by Seller or Xxxxxx, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors evidence of the Seller or Xxxxxx by virtue grant of work performed by an easement from the Shareholders to Windber Associates for that portion of the parking lot used in the Business that encroaches on the real property of the Shareholders adjacent to the Leased Real Property located at 000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxx 00000 and an amendment to such contractorsLease including such easement; (viii) a certificate executed on behalf of Seller counterpart signature page to a letter agreement, in form and Xxxxxx as substance mutually agreeable to Pomroys Leasing, LP and Buyers, pursuant to which (A) Buyers shall covenant to pay the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as Pay-Off Amounts to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; and (ix) the Non-Competition and Employment Agreements described in Section 8.4. (b) Purchaser shall deliver to Seller or XxxxxxPomroys Leasing, as the case may be: (i) that portion of the Purchase Price described in Section 3.1(a); (ii) the Notes; (iii) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses executed by Purchaser; and (iv) a certificate executed by Purchaser as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 9.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.2.LP within ninety EXECUTION VERSION

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller or Xxxxxx, as applicable, shall Sellers will deliver to PurchaserBuyer: (i) a xxxx of sale certificates representing the Shares, duly endorsed (or accompanied by duly executed by Seller stock powers), for all of the Purchased Assets that are personal property transfer to Buyer in substantially the same form as Exhibit 2.6(a)(i) (the “Xxxx of Sale”)and substance satisfactory to Buyer; (ii) a xxxx releases in the form of sale or other assignment instrument Exhibit 2.4(a)(ii) attached hereto executed by Xxxxxx for each of the Xxxxxx ContributionsSellers (collectively, "Sellers' Releases"); (iii) a trademark assignment for each employment and non-competition agreements in the form of the Seller’s Trademarks in substantially the same form as Exhibit 2.6(a)(iii2.4(a)(iii) attached hereto, executed by, Xxxx X. Xxxxx and Xxxx X. Xxxxxxx (the “Trademark Assignment”collectively, "Employment and Non-Competition Agreements"); (iv) one or more assignment a consulting and assumption agreements non-competition agreement in the form of Exhibit 2.4(a)(iv) attached hereto, executed by Seller for each of the Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 Xxxxxxx X. Xxxx (the “Assignment "Consulting and Assumption Agreements”Non-Competition Agreement"); (v) releases in the form of Exhibit 2.4(a)(v) attached hereto executed by Xxxxx X. Xxxxx and each of the Consents identified on Schedule 4.3 as a required ConsentSellers, respectively, with the regard to any rights or claims under the Deferred Compensation Agreements; (vi) titles to the motor vehicles included a receipt and release in the Purchased Assets, duly endorsed form of Exhibit 2.4(a)(vi) attached hereto executed by Seller in favor of Purchaserthe Sole Former Shareholder; (vii) such other bills an opinion of saleFried, assignmentsFrank, certificates Harris, Xxxxxxx & Xxxxxxxx, dated the Closing Date, in the form of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and executed by Seller or Xxxxxx, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or Xxxxxx by virtue of work performed by such contractorsExhibit 2.4(a)(vii) attached hereto; (viii) a certificate executed on behalf of Seller and Xxxxxx as to the accuracy of their representations and warranties as of the date of this Agreement and resignations, effective as of the Closing in accordance with Section 8.1 Date of each officer and as to their compliance with and performance director of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; andCompany; (ix) the Non-Competition Disclosure Letter executed by Sellers; (x) copies of all notices and Employment Agreements described Consents required pursuant to Section 3.2(b) of the Agreement and that have been obtained prior to Closing; (xi) all books of account, minute books, stock record books, and other records of the Company then in Section 8.4the possession of Sellers or their Representatives; (xii) copies of the Company's Organizational Documents, certified by a Secretary or Assistant Secretary of the Company to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; a complete list of the officers and directors of the Company, certified by a Secretary or Assistant Secretary of the Company to be true and correct as of the Closing Date; a long form certificate of good standing from the Secretary of State of the State of Delaware showing all documents filed in such office with regard to the Company; tax clearance certificates and good standing certificates from the Secretary of the State Corporation Commission of the Commonwealth of Virginia and the Secretary of State of the States of California, Hawaii and South Carolina; copies of resolutions adopted by the Board of Directors of the Company with respect to the Contemplated Transactions, certified by a Secretary or Assistant Secretary of the Company to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; and (xiii) such other certificates, agreements and other documents as the Buyer may reasonably request. (b) Purchaser shall deliver to Seller or Xxxxxx, as the case may beBuyer will deliver: (i) that portion to Sellers, the aggregate sum of $22,650,000, by wire transfer in immediately available funds of the Purchase Price described in Section 3.1(a)amount and to the account set forth opposite the name of each Seller on Schedule 2.4(b)(i) attached hereto; (ii) to the NotesEscrow Agent, the sum of $5,850,000 to the Escrow Agent, subject to the requirements of the Escrow Agreement, by bank cashier's or certified check or wire transfer to an account specified by the Escrow Agent; (iii) an opinion of Day, Xxxxx & Xxxxxx LLP, dated the Assignment Closing Date, in the form of Exhibit 2.4(b)(iii) attached hereto, addressing the due authorization of the Agreement by, and Assumption the enforceability of the Agreement for the Assumed Liabilities and Accrued Expenses executed by Purchaseragainst, Buyer; and (iv) a certificate the Employment and Non-Competition Agreements and the Consulting and Non-Competition Agreement, each executed by Purchaser as the Company. (c) Buyer and Sellers will enter into an escrow agreement in the form of Exhibit 2.4(c) attached hereto (the "Escrow Agreement") with Branch Banking and Trust Company of Virginia (the "Escrow Agent"). (d) Buyer will pay in full the amounts owed to the accuracy Branch Banking and Trust Company of its representations and warranties as of the date of this Agreement and as of the Closing Virginia in accordance with Section 9.1 and as to its compliance with and performance 2.7(c). (e) All of its covenants and obligations the transactions to be performed or complied with concluded at or before the Closing shall be deemed concluded simultaneously. Unless waived, no transaction or delivery shall be deemed finally concluded unless and until all such transactions are concluded. (f) Buyer's delivery of the funds via wire transfer in accordance the amounts and to the accounts specified in Section 2.4(b) shall, to the extent of the funds so delivered and subject to the terms of the Escrow Agreement, fully and finally discharge the obligation of Buyer with regard to the payment to Sellers of the Purchase Price. (g) Buyer and Sellers will deliver the completed and signed Form 8023 pursuant to the requirements of Section 9.25.2.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or Xxxxxx, as applicable, and Shareholder shall deliver to PurchaserBuyer, together with funds sufficient to pay all taxes, for which purchasers are not legally responsible, necessary for the transfer, filing or recording thereof: (i) a xxxx of sale executed by Seller for all of the Purchased Assets that are tangible personal property in substantially the same form as of Exhibit 2.6(a)(i2.7(a)(i) (the “"Xxxx of Sale”"), executed by Seller; (ii) a xxxx an assignment of sale or other all of the Assets that are intangible personal property in the form of Exhibit 2.7(a)(ii), which assignment instrument shall also contain Buyer's undertaking and assumption of the Assumed Liabilities (the "Assignment and Assumption Agreement"), executed by Xxxxxx for Seller, and the Xxxxxx Contributionsassignment of the Shareholder Loan in the form of Exhibit 2.1(d) hereto; (iii) a trademark an assignment for each of all of the Seller’s Trademarks in substantially contracts to which the same form as Exhibit 2.6(a)(iii) Seller is a party and that Buyer is assuming (the “Trademark Assignment”"Assumed Contracts"), in the form of Exhibit 2.7(a)(iii); (iv) one or more assignment and assumption agreements executed by Seller for each of the Assumed Contractsinterest in real property identified on Schedule 3.12(a) and (b), including a separate such document with respect to the Seller’s lease described in Section 2.3 (the “recordable warranty deed, an Assignment and Assumption Agreements”)of Lease in the form of Exhibit 2.7(a)(iv) or such other appropriate document or instrument of transfer, as the case may require, each in form and substance satisfactory to Buyer and its counsel and executed by Seller; (v) each assignments of all intellectual property assets and separate assignments of all registered trademarks, patents and copyrights in the Consents identified on Schedule 4.3 as a required Consentform of Exhibit 2.7(a)(v), executed by Seller; (vi) titles to an assignment of the motor vehicles included Technology Rights in the Purchased Assetsform of Exhibit 2.7(a)(vi), duly endorsed which assignment shall also contain EFL's undertaking and assumption of the non-financial legal liabilities regarding the Technology Rights, executed by Seller in favor of PurchaserShareholder (the "Technology Rights Assumption Agreement"); (vii) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by PurchaserBuyer, each in form and substance satisfactory to Purchaser Buyer and its legal counsel and executed by Seller or Xxxxxx, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or Xxxxxx by virtue of work performed by such contractorsSeller; (viii) noncompetition agreements in the form of Exhibit 2.7(a)(viii), executed by the Shareholder (the "Noncompetition Agreements"); (ix) a certificate executed on behalf of by Seller and Xxxxxx the Shareholder as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 7.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; and (ix) the Non-Competition and Employment Agreements described in Section 8.47.2. (b) Purchaser Buyer shall deliver to Seller or Xxxxxxand/or the Shareholder, as the case may be, together with funds sufficient to pay all taxes, for which sellers are not legally responsible, necessary for the transfer, filing or recording thereof: (i) that portion of three million dollars ($3,000,000) by wire transfer to an account specified by Seller and Shareholder in a writing delivered to Buyer at least three (3) business days prior to the Purchase Price described in Section 3.1(a)Closing Date; (ii) a certificate or certificates in the Notesname of the Seller representing three million two hundred fifty thousand (3,250,000) EFCX Shares (after adjustment for any stock splits, etc. between June 30, 2002 and the issuance date of such certificate); provided, however, that such certificates may be delivered up to five business days after the Closing Date without breach of this Agreement or other penalty; (iii) the Promissory Notes, executed by the Buyer; (iv) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses executed by PurchaserBuyer; (v) the Technology Rights Assumption Agreement executed by Buyer; (vi) the Noncompetition Agreements executed by Buyer; and (ivvii) a certificate executed by Purchaser Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 9.1 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.28.2.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or Xxxxxx, as applicable, shall deliver to PurchaserBuyer: (i) a xxxx an appropriate instrument of transfer to evidence the sale of the Transferred Interests to Buyer; (ii) an escrow agreement mutually agreeable to Buyer and Seller, executed by Seller for all of the Purchased Assets that are personal property in substantially the same form as Exhibit 2.6(a)(i) (the “Xxxx of SaleEscrow Agreement”); (iiiii) a xxxx employment letters and employee invention and confidential information agreements, substantially in the form of sale or other assignment instrument Exhibit 2.4(a)(iii), executed by Xxxxxx for the Xxxxxx Contributions; (iii) a trademark assignment for each Mx. Xxxxxxxxxx and Seller in favor of the Seller’s Trademarks in substantially the same form as Exhibit 2.6(a)(iii) Buyer (the “Trademark AssignmentEmployment Documents”); (iv) one or more assignment and assumption agreements a license agreement, in the form of Exhibit 2.4(a)(iv), executed by Seller for each of Mx. Xxxxxxxxxx granting the Assumed ContractsCompany an irrevocable non-exclusive worldwide license to use the Wxxxxxxxxx Software and to exercise all rights to such software as if the Company were the owner thereof, including a separate such document with respect without limitation, the exclusive right to use the SellerWxxxxxxxxx Software within the Company’s lease described in Section 2.3 field of use as defined therein (the “Assignment and Assumption AgreementsLicense Agreement”); (v) each a consent to assignment, termination, amendment or other agreement, acceptable in form and substance to the Buyer in its sole discretion, to the Non-Disclosure and Non-competition Agreement by and among Hypertech, Inc., a Tennessee corporation, Seller, Mx. Xxxxxxxxxx and InjectTek LLC, an unsigned true copy of which has been provided to Buyer (the Consents identified on Schedule 4.3 as a required Consent;“Hypertech Agreement”). (vi) titles to a certificate executed by the motor vehicles included Company stating that the conditions specified in the Purchased AssetsSections 7.1(a) through Section 7.1(h), duly endorsed by Seller in favor of Purchaserinclusive, have been fully satisfied; (vii) such other bills a recently dated certificate from the Secretary of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and executed by Seller or Xxxxxx, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors State of the Seller or Xxxxxx by virtue State of work performed by Florida confirming that the Company is in good standing in such contractors;State; and (viii) a duly executed certificate executed on behalf from Seller of Seller non-foreign status in the form and Xxxxxx as manner that complies with section 1445 of the Code and the Treasury regulations promulgated thereunder (each a “FIRPTA Certificate”); provided, however, that, notwithstanding anything to the accuracy of their representations contrary contained herein, if Seller fails to deliver a FIRPTA Certificate and warranties as Buyer elects to proceed with the Closing, Buyer shall be entitled to withhold the amount required to be withheld pursuant to Section 1445 of the date of this Agreement and as of Code from the Closing in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; and (ix) the Non-Competition and Employment Agreements described in Section 8.4Purchase Price. (b) Purchaser Buyer shall deliver to Seller or Xxxxxxdeliver, as the case may be: (i) that portion of to Seller, by wire transfer to an account specified by Seller in a writing delivered to Buyer at least three (3) business days prior to the Closing Date, the Cash Purchase Price described in Section 3.1(a)Price; (ii) the NotesEscrow Agreement, executed by Buyer and the Escrow Agent together with delivery to the Escrow Agent of three (3) or more certificates representing the Shares issued in the name of Seller; (iii) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses Employment Documents executed by Purchaser; andBuyer; (iv) a certificate executed by Purchaser as to Buyer stating that the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing conditions specified in accordance with Sections 7.2(a) through Section 9.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.27.2(d), inclusive, have been fully satisfied.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or Xxxxxx, as applicable, Sellers shall deliver to PurchaserBuyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) a xxxx Transfer, Assignment, Xxxx of sale Sale and Assumption Agreement of all of the Assets that are intangible personal property in the form of Exhibit 2.7(a)(i), executed by Seller for all which Transfer, Assignment, Xxxx of Sale and Assumption Agreement shall also contain Buyer’s undertaking and assumption of the Purchased Assets that are personal property in substantially the same form as Exhibit 2.6(a)(i) Assumed Liabilities (the “Transfer, Assignment, Xxxx of SaleSale and Assumption Agreement”); (ii) a xxxx for each interest in Real Property identified on Part 3.8, an Assignment and Assumption of sale Lease in the form of Exhibit 2.7(a)(ii) or such other assignment appropriate document or instrument of transfer, as the case may require, each in form and substance satisfactory to the parties and their counsel and executed by Xxxxxx for the Xxxxxx ContributionsSellers; (iii) a trademark assignment for each assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the Seller’s Trademarks in substantially the same form as of Exhibit 2.6(a)(iii2.7(a)(iii) (the “Trademark Assignment”)executed by Sellers; (iv) one or more assignment and assumption agreements executed by Seller for each of the Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 (the “Assignment and Assumption Agreements”); (v) each of the Consents identified on Schedule 4.3 as a required Consent; (vi) titles to the motor vehicles included in the Purchased Assets, duly endorsed by Seller in favor of Purchaser; (vii) such other deeds, bills of sale, assignments, stock or membership certificates, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by PurchaserBuyer, including an assignment of ownership interests in each Foreign Subsidiary to the extent owned directly or indirectly, by a Seller, each in form and substance satisfactory to Purchaser the parties and its their legal counsel and executed by Seller or Xxxxxx, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or Xxxxxx by virtue of work performed by such contractorsSellers; (viiiv) Consulting Agreement in the form of Exhibit 2.7(a)(v), executed by Xxxx Xxxxxxxx and Xxx Xxxxxx (the “Consulting Agreement”); (vi) an escrow agreement in the form of Exhibit 2.7(a)(vi), executed by Buyer and Sellers and the Escrow Agent (the “Escrow Agreement”); and (vii) a certificate executed on behalf of the Secretary of each Seller certifying, as complete and Xxxxxx as to the accuracy of their representations and warranties accurate as of the date Closing, attached copies of the Governing Documents of Sellers, certifying and attaching all requisite resolutions or actions of each Seller’s board of directors and shareholders (or equivalent) approving the execution and delivery of this Agreement and as the consummation of the Closing Contemplated Transactions and the change of name contemplated by Section 5.9 and certifying to the incumbency and signatures of the officers of each Seller executing this Agreement and any other document relating to the Contemplated Transactions and accompanied by the requisite documents for amending the relevant Governing Documents of each Seller required to effect such change of name in accordance form sufficient for filing with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; and (ix) the Non-Competition and Employment Agreements described in Section 8.4appropriate Governmental Body. (b) Purchaser Buyer shall deliver to Seller or Xxxxxx, as the case may beSellers: (i) that portion of The Initial Cash Payment as adjusted by the Purchase Price described Preliminary Adjustment Amount plus the Foreign Subsidiaries Cash Balance, by wire transfer to an account specified by Seller Representative in Section 3.1(a)a writing delivered to Buyer at least three (3) business days prior to the Closing Date; (ii) the NotesEscrow Agreement, executed by Buyer and the Escrow Agent, together with the delivery of Four Million Dollars (US$4,000,000) to the Escrow Agent thereunder, by wire transfer to an account specified by the Escrow Agent; (iii) the Assignment Transfer, Assignment, Xxxx of Sale and Assumption Agreement for the Assumed Liabilities and Accrued Expenses executed by PurchaserBuyer; (iv) the Consulting Agreement executed by Buyer; (v) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions; and (ivvi) a certificate an Assignment and Assumption of Lease(s) executed by Purchaser as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 9.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.2Buyer.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, except with regard to the items set forth in Sections 2.9(a)(iv), (v), (viii), (x) and (xi), which conditions shall be satisfied by 5:00 p.m. Wisconsin time on the day before the hearing on the approval of the Sale Order: (a) Seller or XxxxxxSeller, Shareholder and Anchor, as applicablethe case may be, shall deliver to PurchaserIIS: (i) a xxxx of sale for the Purchased Assets that are tangible personal property in the form of Schedule 2.9(a)(i) (the "Xxxx of Sale"), executed by Seller for Seller; (ii) an assignment of all of the Purchased Assets that are intangible personal property in substantially the same form as Exhibit 2.6(a)(iof Schedule 2.9(a)(ii) (the “Xxxx "Assignment of Sale”Contract Rights"); (ii) a xxxx of sale or other assignment instrument , executed by Xxxxxx for the Xxxxxx ContributionsSeller; (iii) assignments of all telephone numbers, assignments of all copyrights and a trademark separate assignment for each of all marks, trade secrets and net names both in the Seller’s Trademarks in substantially the same form as Exhibit 2.6(a)(iiiset forth on Schedule 2.9(a)(iii) (the “Trademark Assignment”"Assignment of Copyrights" and the "Assignment of Marks, Trade Secrets and Net Names"), executed by Seller; (iv) one or more valid and binding assignment of Transferred Customer contracts to IIS and assumption agreements executed consent to such transfer from the top twenty (20) Transferred Customers, ranked by Seller for each of the Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 invoiced amounts during 2001 (the “Assignment and Assumption Agreements”"Top Twenty Customers"); (v) each valid and binding assignment of those Reseller Contracts to IIS and consent to such transfer from the Consents identified on Schedule 4.3 as a required Consentcounterparties to those Reseller; (vi) titles a true and correct copy of the Sale Order issued by the Court, satisfactory to IIS in form and substance, authorizing the sale of the Purchased Assets to IIS in accordance with the terms hereof, together with any other necessary or desirable approvals or authorizations of the Court or any creditors or other parties pursuant to the motor vehicles included in the Purchased Assets, duly endorsed by Seller in favor of PurchaserChapter 128 Creditors' Action; (vii) a list of Eligible Anchor Receivables and such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by PurchaserIIS, each in form and substance reasonably satisfactory to Purchaser IIS and its legal counsel and executed by Seller or Xxxxxx, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or Xxxxxx by virtue of work performed by such contractorsSeller; (viii) a certificate executed on behalf of Seller and Xxxxxx as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; and (ix) the Non-Competition and Employment Agreements described in Section 8.4. (b) Purchaser shall deliver to Seller or Xxxxxx, as the case may be: (i) that portion of the Purchase Price described in Section 3.1(a); (ii) the Notes; (iii) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses executed by Purchaser; and (iv) a certificate executed by Purchaser as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 9.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.2.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller or XxxxxxXxx Enterprises and Xxx Procurement, as applicable, shall will deliver to PurchaserBuyer duly executed copies of: (i) a xxxx of sale executed by Seller for all of the Purchased Acquired Assets that are personal property substantially in substantially the same form attached hereto as Exhibit 2.6(a)(i) A (the “Xxxx of Sale”); (ii) an instrument of assignment and assumption substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”); (iii) certificates pursuant to clauses (a) and (b) of Section 7.2; (iv) instruments of assignment to Buyer of all registrations and applications for Intellectual Property and other intangibles included in the Acquired Assets and reasonably requested by Buyer; provided, however, Xxx Procurement’s assignment of the Nickel Ads’ trademark and service xxxx shall be in the form attached hereto as Exhibit C; (v) instruments of assignment to Buyer of all rights of Xxx Enterprises and Xxx Procurement to the domain names and website addresses included in the Acquired Assets and reasonably requested by Buyer; (vi) a xxxx certificate of sale Xxx Enterprises and Xxx Procurement that each is not a foreign Person subject to withholding under Section 1445 of the IRC; (vii) a real property deed, or deeds, as the case may be, substantially in the form attached hereto as Exhibit D (the “Real Property Deed”); (viii) a Transition Services Agreement substantially in the form attached hereto as Exhibit E (the “Transition Services Agreement”); and (ix) all other instruments or documents as Buyer may reasonably request to effect the conveyance and assignment instrument of the Acquired Assets as contemplated hereby. (b) Buyer will deliver to Xxx: (i) the cash portion of the Purchase Price by wire transfer in immediately available funds to the account specified by Xxx; (ii) duly executed by Xxxxxx for copies of the Xxxxxx Contributionscertificates pursuant to clauses (a) and (b) of Section 7.3; (iii) a trademark assignment for each duly executed counterpart of the Seller’s Trademarks in substantially the same form as Exhibit 2.6(a)(iii) (the “Trademark Assignment”)Xxxx of Sale; (iv) one or more assignment and assumption agreements a duly executed by Seller for each counterpart of the Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 (the “Assignment and Assumption Agreements”)Agreement; (v) each a duly executed counterpart of the Consents identified on Schedule 4.3 as a required Consent;Transition Services Agreement; and (vi) titles to the motor vehicles included in the Purchased Assets, duly endorsed by Seller in favor executed counterparts of Purchaser; (vii) such all other bills of sale, assignments, instruments and certificates of titleassumption, documents novation and other instruments of transfer and conveyance release as Xxx may reasonably be requested by Purchaser, each request in form order to effectively make Buyer responsible for all Assumed Liabilities and substance satisfactory to Purchaser and its legal counsel and executed by Seller release Xxx Enterprises or XxxxxxXxx Procurement, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or Xxxxxx by virtue of work performed by such contractors; (viii) a certificate executed on behalf of Seller and Xxxxxx as therefrom to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; and (ix) the Non-Competition and Employment Agreements described in Section 8.4fullest extent permitted under applicable Law. (b) Purchaser shall deliver to Seller or Xxxxxx, as the case may be: (i) that portion of the Purchase Price described in Section 3.1(a); (ii) the Notes; (iii) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses executed by Purchaser; and (iv) a certificate executed by Purchaser as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 9.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.2.