Common use of Deliveries at Closing Clause in Contracts

Deliveries at Closing. At the Closing: (a) Dole will deliver or cause to be delivered to ITOCHU, (i) original stock certificates representing all of the DAL Shares and evidence of ownership representing all of the DPF Interests, in each case endorsed in blank or accompanied by share powers duly endorsed in blank, or accompanied by other duly executed instruments of transfer; (ii) the Lien Releases required pursuant to Section 5.4; (iii) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, to the effect that each of the conditions specified in Sections 7.1(a), (b) and (c) is satisfied; (iv) the Brand Agreement, the Transition Services Agreement, the Supply Agreement, the Occupancy Agreement, the Ship Usage Agreement, the Patent License Agreement and the other Transaction Documents, as duly executed by Dole and the other parties thereto (other than ITOCHU and its Affiliates); (v) copies of the articles of incorporation or similar organizational document of DAL and DPF certified as of a date not more than ten (10) days prior to the Closing by the Secretary of State (or comparable officer) of the applicable entity’s jurisdiction of formation; (vi) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, certifying that (a) the organizational documents of DAL and DPF provided by Dole pursuant to Section 2.4(v), and (b) any resolutions of the board of directors or other authorizing body (or a duly authorized committee thereof) of DAL and DPF authorizing the transactions contemplated hereby are true and correct and in full force and effect; (vii) a certificate of non-foreign status from Dole in compliance with Section 1.1445-2(b)(2) of the Treasury Regulations; and (viii) a certificate in accordance with Treasury Regulations 1.1445-2(c), to the effect that the DAL Shares are not “United States real property interests” and that DAL is not and was not a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the period specified in Section 897(c)(1)(A)(ii) of the Code. (b) ITOCHU will deliver to Dole: (i) a certificate, in form and substance reasonably satisfactory to Dole, signed by an officer of ITOCHU and dated as of the Closing Date, to the effect that each of the conditions specified in Sections 7.2(a) and (b) is satisfied; (ii) each of the Transaction Documents to which ITOCHU and/or its Affiliates are a party as duly executed by ITOCHU and such Affiliates; and (iii) the Purchase Price in accordance with Section 2.2.

Deliveries at Closing. (a) At the Closing, (i) with respect to the items set forth in clauses (i), (ii), (iii), (iv), (v) and (vii) below, the Independent Fiduciary shall or shall direct the Plan Trustee, as applicable, to deliver to the Insurer, with a copy to the Company and (ii) with respect to the items set forth in clauses (vi) and (viii) below, the Company shall deliver to the Insurer: (a) Dole will deliver or cause to be delivered to ITOCHU, (i) original stock certificates representing all of the DAL Shares and evidence of ownership representing all of the DPF Interests, in each case endorsed in blank or accompanied by share powers duly endorsed in blank, or accompanied by other duly executed instruments of transfer; (ii) the Lien Releases required pursuant to Section 5.4; (iii) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, signed by an officer of the Independent Fiduciary certifying as to the effect that each satisfaction of the conditions specified in Sections 7.1(aSection 8.3(a) and Section 8.3(b) each as to the Independent Fiduciary; (ii) the Bill xx Sale (including all schedules thereto), duly executed by the Plan Trustee; (biii) [ *** ] Transfer Documentation and (c) is satisfied[ *** ] Transfer Documentation, duly executed by the Plan Trustee; (iv) a written acknowledgement of the Brand Agreement, receipt of the Transition Services Agreement, Group Annuity Contract signed by the Supply Agreement, the Occupancy Agreement, the Ship Usage Agreement, the Patent License Agreement and the other Transaction Documents, as duly executed by Dole and the other parties thereto (other than ITOCHU and its Affiliates)Plan Trustee; (v) copies of the articles of incorporation or similar organizational document of DAL Group Annuity Contract (including all exhibits and DPF certified as of a date not more than ten (10) days prior to the Closing attachments thereto), duly executed by the Secretary of State (or comparable officer) of the applicable entity’s jurisdiction of formationPlan Trustee; (vi) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, certifying that (a) the organizational documents of DAL and DPF provided signed by Dole pursuant to Section 2.4(v), and (b) any resolutions of the board of directors or other authorizing body (or a duly authorized committee thereofofficer of the Company certifying as to the satisfaction of the conditions specified in Section 8.3(a) of DAL and DPF authorizing Section 8.3(b), in each case, as to the transactions contemplated hereby are true Company, and correct and in full force and effectSection 8.3(c); (vii) a certificate the Plan Trustee Agreement, duly executed by the Independent Fiduciary and the Plan Trustee (or evidence of non-foreign status from Dole in compliance with any alternative arrangements as shall have been agreed by the Insurer and the Company pursuant to the last sentence of Section 1.1445-2(b)(2) of the Treasury Regulations6.3(b)); and (viii) a certificate an instruction to [ *** ], duly executed by the Plan Investment Fiduciary, in accordance with Treasury Regulations 1.1445-2(c), to the effect that the DAL Shares are not “United States real property interests” and that DAL is not and was not a “United States real property holding corporation” (form attached hereto as defined in Section 897(c)(2) of the Code) during the period specified in Section 897(c)(1)(A)(ii) of the Code.Exhibit D. (b) ITOCHU At the Closing, the Insurer will deliver to Dolethe Plan Trustee, with a copy to the Independent Fiduciary and the Company, the following duly executed documents and other items: (i) the Group Annuity Contract (including all exhibits and attachments thereto), duly executed by the Insurer; (ii) the Bill xx Sale, duly executed by the Insurer; (iii) [ *** ] Transfer Documentation and [ *** ] Transfer Documentation, duly executed by the Insurer; (iv) a certificate, in form and substance reasonably satisfactory to Dole, signed by an officer of ITOCHU and dated as of the Closing Date, signed by a duly authorized officer of the Insurer certifying that Contract 300 Portfolio P remains in the Guaranteed Separate Account and that the assets in Contract 300 Portfolio P are part of the consideration for the Group Annuity Contract; (v) evidence of Governmental Approvals set forth in Appendix 8.2(d); (vi) a certificate, dated as of the Closing Date, signed by a duly authorized officer of the Insurer certifying as to the effect that each satisfaction of the conditions specified in Sections 7.2(aSection 8.2(a) and (b) is satisfied; (ii) Section 8.2(c), in each of case, as to the Transaction Documents to which ITOCHU and/or its Affiliates are a party as duly executed by ITOCHU and such AffiliatesInsurer; and (iiivii) the Purchase Price in accordance with Plan Trustee Agreement, duly executed by the Insurer (or evidence of any alternative arrangements as shall have been agreed by the Insurer and the Company pursuant to the last sentence of Section 2.26.3(b)).

Deliveries at Closing. (a) At the Closing: (a) Dole , Seller will deliver or cause to be delivered to ITOCHU,Buyer the following duly executed documents and other items: (i) original stock certificates representing all a Xxxx of Sale substantially in the DAL Shares and evidence form of ownership representing all Exhibit C hereto (the “Xxxx of the DPF Interests, in each case endorsed in blank or accompanied by share powers duly endorsed in blank, or accompanied by other duly executed instruments of transferSale”); (ii) the Lien Releases required pursuant to Section 5.4; (iii) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, officer’s certificate to the effect that each of the conditions specified in Sections ‎Section 7.1(a), (b) and (c‎Section 7.1(a) is satisfied; (iii) the receipt of all third party consents and notices to or from third parties that are required to be delivered or obtained pursuant to ‎Section 7.1(c) and delivered by Seller; (iv) the Brand Employment Agreement, the Transition Services Agreement, the Supply Agreement, the Occupancy Agreement, the Ship Usage Agreement, the Patent License Agreement and the other Transaction Documents, as duly executed by Dole and the other parties thereto (other than ITOCHU and its Affiliates); (v) copies an officer’s certificate of Seller enclosing a copy of the articles certificate of incorporation or similar organizational document of DAL Seller, the by-laws of Seller, resolutions of Seller’s board of directors approving the transactions contemplated by this Agreement and DPF certified a certification as of a date not more than ten (10) days prior to the Closing by the Secretary of State (or comparable officer) incumbency of the applicable entity’s jurisdiction officers of formationSeller executing and delivering this Agreement; (vi) a certificate, the opinion of counsel for Seller substantially in the form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of Exhibit D hereto (the Closing Date, certifying that (a) the organizational documents of DAL and DPF provided by Dole pursuant to Section 2.4(v“Legal Opinion”), and (b) any resolutions of the board of directors or other authorizing body (or a duly authorized committee thereof) of DAL and DPF authorizing the transactions contemplated hereby are true and correct and in full force and effect; (vii) a certificate of non-foreign status from Dole in compliance with Section 1.1445-2(b)(2) of the Treasury RegulationsInvention Agreements/Assignments; and (viii) a certificate in accordance with Treasury Regulations 1.1445-2(c), the actual possession of or unfettered access to the effect that the DAL Shares are not “United States real property interests” and that DAL is not and was not a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the period specified in Section 897(c)(1)(A)(ii) of the CodeAcquired Assets. (b) ITOCHU At the Closing, Buyer and Atlas will deliver to DoleSeller the following duly executed documents and other items: (i) a certificate, in form and substance reasonably satisfactory to Dole, signed by the Employment Agreement; (ii) the Security Agreement; (iii) an officer of ITOCHU and dated as of the Closing Date, officer’s certificate to the effect that each of the conditions specified in Sections ‎Section 7.2(a) and (b‎Section 7.2(b) is are satisfied; (iiiv) each of the Transaction Documents to which ITOCHU and/or its Affiliates are a party as duly executed by ITOCHU and such AffiliatesCash Payment; (v) the Note; and (iiivi) the Purchase Price in accordance with Section 2.2Shares.

Deliveries at Closing. (a) At the Closing: , the Independent Fiduciary will, pursuant to the Plan Trustee Direction Letter (a) Dole Closing), irrevocably direct the Plan Trustee to deliver to the Insurer, (with a copy to the Company), the [ * * * ] and Xxxx of Sale, each duly executed by the Plan Trustee, and the Independent Fiduciary will deliver deliver, or cause to be delivered delivered, to ITOCHU, (i) original stock certificates representing all of the DAL Shares Insurer and evidence of ownership representing all of the DPF Interests, in each case endorsed in blank or accompanied by share powers duly endorsed in blank, or accompanied by other duly executed instruments of transfer; (ii) the Lien Releases required pursuant to Section 5.4; (iii) Company a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, duly executed by an authorized officer of the Independent Fiduciary certifying as to the effect that each satisfaction of the conditions specified in Sections 7.1(aSection 8.01(a), Section 8.01(b), Section 8.02(a) and Section 8.02(b), in each case, as to the Independent Fiduciary. (b) At the Closing, the Insurer will deliver to the Company (and with respect to item (cii) is satisfiedwill also deliver to the Independent Fiduciary) the following duly executed documents and other items: (i) the Group Annuity Contract (including all exhibits and attachments thereto), duly executed by the Insurer; (iv) the Brand Agreement, the Transition Services Agreement, the Supply Agreement, the Occupancy Agreement, the Ship Usage Agreement, the Patent License Agreement and the other Transaction Documents, as duly executed by Dole and the other parties thereto (other than ITOCHU and its Affiliates); (v) copies of the articles of incorporation or similar organizational document of DAL and DPF certified as of a date not more than ten (10) days prior to the Closing by the Secretary of State (or comparable officer) of the applicable entity’s jurisdiction of formation; (viii) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, duly executed by an authorized officer of the Insurer certifying that (a) as to the organizational documents satisfaction of DAL and DPF provided by Dole pursuant to the conditions specified in Section 2.4(v8.01(a), Section 8.01(b) and (b) any resolutions of Section 8.03(a), in each case, as to the board of directors or other authorizing body (or a duly authorized committee thereof) of DAL and DPF authorizing the transactions contemplated hereby are true and correct and in full force and effectInsurer; (viiiii) a certificate evidence of non-foreign status disposition from Dole in compliance the Texas Department of Insurance with Section 1.1445-2(b)(2respect to the Group Annuity Contract; (iv) of the Treasury Regulations[ * * * ], duly executed by the Insurer; and (viiiv) a certificate in accordance with Treasury Regulations 1.1445-2(c)the Xxxx of Sale, to duly executed by the effect that the DAL Shares are not “United States real property interests” and that DAL is not and was not a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the period specified in Section 897(c)(1)(A)(ii) of the CodeInsurer. (bc) ITOCHU At the Closing, the Company will deliver to Dolethe Insurer (and with respect to item (ii) will also deliver to the Independent Fiduciary, and with respect to the other items below, with a copy to the Independent Fiduciary) the following duly executed documents: (i) the Group Annuity Contract (including all exhibits and attachments thereto), duly executed by the Company; and (ii) a certificate, in form and substance reasonably satisfactory to Dole, signed by an officer of ITOCHU and dated as of the Closing Date, duly executed by an authorized officer of the Company certifying as to the effect that each satisfaction of the conditions specified in Sections 7.2(aSection 8.02(a), Section 8.02(b) and (b) is satisfied;Section 8.03(a), in each case, as to the Company. (iid) each of As promptly as practicable on the Transaction Documents Closing Date but prior to which ITOCHU and/or its Affiliates are Closing, the Company will deliver to the Insurer a party as certificate duly executed by ITOCHU and such Affiliates; and (iii) an authorized officer of the Purchase Price in accordance with Section 2.2Company, dated as of the Closing Date, setting forth the [ * * * ].

Deliveries at Closing. At the Closing: (a) Dole will In connection with the sale of the Membership Interest at the Closing, Seller shall deliver or cause to be delivered the following to ITOCHU,Purchaser at the Closing: (i) original stock certificates representing all of an executed receipt for the DAL Shares and evidence of ownership representing all of the DPF Interests, in each case endorsed in blank or accompanied by share powers duly endorsed in blank, or accompanied by other duly executed instruments of transferClosing Date Purchase Price; (ii) the Lien Releases required pursuant to Section 5.4an Assignment of Membership Interest; (iii) copies of the publicly filed organizational documents of the Company, certified as of a certificaterecent date prior to the Closing Date by the Secretary of State of the State of Nevada; (iv) a copy, certified by an officer of the Company, of the operating agreement of the Company; (v) a copy, certified by an officer of Seller, of the resolutions of its Board of Directors and of its sole member, authorizing the execution and delivery of this Agreement and consummation of the transactions contemplated by this Agreement, which resolutions shall be in full force and effect and not revoked; (vi) a duly executed certificate of an officer of Seller pursuant to Section 7.3(c); (vii) a good standing certificate (or its equivalent) for the Company issued by the Secretary of State of the State of Nevada and of such other applicable jurisdictions where the Company is qualified or licensed to do business or own, lease or operate property making such qualification or licensing necessary, dated as of a date within a recent date prior to the Closing Date; (viii) a bring down good standing certificate (or its equivalent), dated as of the Closing Date, of the certificate delivered pursuant to Section 3.2(a)(vii), or a verbal confirmation from the Secretary of State of the applicable jurisdiction on the Closing Date with respect to such good standing; (ix) the original Company membership ledgers and minute books (or their equivalent); (x) duly executed resignations effective as of the Closing Date from such directors, officers and managers of the Company as Seller shall have notified Purchaser in writing not less than one (1) Business Day prior to the Closing Date; (xi) duly executed copies of documentation evidencing the Amendment of Indemnification Contracts; (xii) duly executed copies of documentation evidencing the Termination of Affiliate Contracts; (xiii) evidence in form and substance mutually reasonably satisfactory to Seller and Purchaser that the Release of Guaranties occurs at the Closing; (xiv) an executed counterpart of the Transitional Services Agreement; (xv) duly executed copies of the assignment and/or license agreements as required by Section 6.9(d), including evidence of the filing of all assignments with the United States Patent and Trademark Office, United States Copyright Office and any applicable domain name registries and any other documents executed by Parent or its Affiliates conveying the right to Use the Used Intellectual Property to Purchaser as required hereunder; (xvi) a statement issued by the Seller in a form reasonably satisfactory to Purchaser certifying that the Seller is not a foreign person (within the meaning of Treasury Regulation Section 1.1445-2(b)(2); (xvii) a duly executed counterpart of the Concurrent Use Agreement; and (xviii) all other previously undelivered documents, agreements, instruments, writings and certificates, and such other documents, agreements, instruments, writings and certificates as Purchaser may reasonably request to effect the transactions contemplated by this Agreement, in form and substance reasonably satisfactory to ITOCHUPurchaser. (b) In connection with the purchase of the Membership Interest at the Closing, signed Purchaser shall deliver or cause to be delivered the following to Seller, at the Closing: (i) the Closing Date Purchase Price in immediately available funds by wire transfer to an account designated by Seller or PRMA, as applicable, in writing to Purchaser no less than one (1) Business Day prior to the Closing Date; (ii) a receipt for delivery of the Membership Interest, duly executed by an officer of Dole Purchaser; (iii) a copy of the Articles of Incorporation of Purchaser, certified as of a recent date prior to the Closing Date by the Secretary of State of the State of Nevada; (iv) a copy, certified by an officer of Purchaser, of its bylaws; (v) copies, certified by an officer of Purchaser of the resolutions of Purchaser’s board of directors authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions shall be in full force and effect and not revoked; (vi) a duly executed certificate of an officer of Purchaser pursuant to Section 7.2(c); (vii) a good standing certificate (or its equivalent) of Purchaser issued by the Secretary of State of the State of Nevada, dated as of a recent date prior to the Closing Date; (viii) a bring down good standing certificate (or its equivalent), dated as of the Closing Date, to the effect that each of the conditions specified in Sections 7.1(acertificate delivered pursuant to Section 3.2(b)(vii), (b) and (c) is satisfied; (iv) the Brand Agreement, the Transition Services Agreement, the Supply Agreement, the Occupancy Agreement, the Ship Usage Agreement, the Patent License Agreement and the other Transaction Documents, as duly executed by Dole and the other parties thereto (other than ITOCHU and its Affiliates); (v) copies of the articles of incorporation or similar organizational document of DAL and DPF certified as of a date not more than ten (10) days prior to the Closing by verbal confirmation from the Secretary of State (or comparable officer) of the applicable entity’s jurisdiction State of formationNevada, on the Closing Date with respect to such good standing; (viix) a certificatereceipt for delivery of the books of the Company, duly executed by an officer of Purchaser; (x) an executed counterpart of the Transitional Services Agreement; (xi) evidence reasonably satisfactory to Seller and PRMA that all Gaming Licenses required to be obtained by Purchaser or any of its directors, officers, employees, stockholders and Affiliates in connection with the acquisition of the Membership Interest have been obtained and are in full force and effect; (xii) a duly executed counterpart of the Concurrent Use Agreement; and (xiii) all other previously undelivered documents, agreements, instruments, writings and certificates, and such other documents, agreements, instruments, writings and certificates as Seller may reasonably request to effect the transactions contemplated by this Agreement, in form and substance reasonably satisfactory to ITOCHUSeller. (c) In connection with the sale of the Convenience Store, signed PRMA shall deliver or cause to be delivered to Purchaser: (i) a duly executed Assignment and Assumption of Lease transferring to Purchaser the interest of PRMA in and to the Convenience Store Lease (the “Convenience Store Lease Assignment”); (ii) a duly executed xxxx of sale transferring to Purchaser the Tangible Personal Property, inventory and non-inventory items owned by PRMA and used in the Convenience Store business (the “Convenience Store Xxxx of Sale”); (iii) a duly executed Assignment and Assumption of Contracts transferring to Purchaser all assignable Contracts relating to the Convenience Store, including all Material Convenience Store Contracts (the “Convenience Store Assignment of Contracts”); (iv) a duly executed Assignment and Assumption of Convenience Store Liabilities whereby Purchaser assumes the Convenience Store Liabilities and indemnifies PRMA therefrom (the “Convenience Store Assumption of Liabilities”); (v) a duly executed Assignment and Assumption of Intellectual Property transferring to Purchaser the interest of PRMA in and to the Convenience Store Intellectual Property (the “Convenience Store IP Assignment”); (vi) copies of the publicly filed organizational documents of PRMA, certified as of a recent date prior to the Closing Date by the Secretary of State of the State of Nevada; (vii) copies, certified by an officer of Dole PRMA, of the resolutions of PRMA’s board of directors and stockholder authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions shall be in full force and effect and not revoked; (viii) a duly executed certificate of an officer of PRMA pursuant to Section 7.3(c); (ix) a good standing certificate (or its equivalent) for PRMA issued by the Secretary of State of the State of Nevada and of such other applicable jurisdictions where PRMA is qualified or licensed to do business or own, lease or operate property making such qualification or licensing necessary, dated as of a date within a recent date prior to the Closing Date; (x) a bring down good standing certificates (or its equivalent), dated as of the Closing Date, certifying that (a) of the organizational documents of DAL and DPF provided by Dole certificate delivered pursuant to Section 2.4(v3.2(c)(ix), and (b) any resolutions or a verbal confirmation from the Secretary of State of the board of directors or other authorizing body (or a duly authorized committee thereof) of DAL and DPF authorizing applicable jurisdiction on the transactions contemplated hereby are true and correct and in full force and effect; (vii) a certificate of non-foreign status from Dole in compliance Closing Date with Section 1.1445-2(b)(2) of the Treasury Regulationsrespect to such good standing; and (viiixi) a certificate in accordance with Treasury Regulations 1.1445-2(c)receipt for the Convenience Store Purchase Price, to the effect that the DAL Shares are not “United States real property interests” and that DAL is not and was not a “United States real property holding corporation” (as defined in Section 897(c)(2) duly executed by an officer of the Code) during the period specified in Section 897(c)(1)(A)(ii) of the CodePRMA. (bd) ITOCHU will In connection with the purchase of the Convenience Store, Purchaser shall deliver or cause to Dolebe delivered to PRMA: (i) a certificate, in form and substance reasonably satisfactory to Dole, signed by an officer of ITOCHU and dated as duly executed counterpart of the Closing Date, to the effect that each of the conditions specified in Sections 7.2(a) and (b) is satisfiedConvenience Store Lease Assignment; (ii) each a duly executed counterpart of the Transaction Documents to which ITOCHU and/or its Affiliates are Convenience Store Xxxx of Sale; (iii) a party as duly executed by ITOCHU and such Affiliatescounterpart of the Convenience Store Assignment of Contracts; (iv) a duly executed counterpart of the Convenience Store Assumption of Liabilities; (v) a duly executed counterpart of the Convenience Store IP Assignment; and (iiivi) the Convenience Store Purchase Price Price, in accordance with Section 2.2immediately available funds by wire transfer to an account designated by PRMA in writing to Purchaser no less than one Business Day prior to the Closing Date.

Deliveries at Closing. At the Closing: (a) Dole will deliver At or cause to be delivered to ITOCHU, (i) original stock certificates representing all of the DAL Shares and evidence of ownership representing all of the DPF Interests, in each case endorsed in blank or accompanied by share powers duly endorsed in blank, or accompanied by other duly executed instruments of transfer; (ii) the Lien Releases required pursuant to Section 5.4; (iii) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, to the effect that each of the conditions specified in Sections 7.1(a), (b) and (c) is satisfied; (iv) the Brand Agreement, the Transition Services Agreement, the Supply Agreement, the Occupancy Agreement, the Ship Usage Agreement, the Patent License Agreement and the other Transaction Documents, as duly executed by Dole and the other parties thereto (other than ITOCHU and its Affiliates); (v) copies of the articles of incorporation or similar organizational document of DAL and DPF certified as of a date not more than ten (10) days prior to the Closing by Closing, the Secretary of State (Sponsors, as applicable, will, or comparable officer) of the will cause their respective applicable entity’s jurisdiction of formation; (vi) a certificateAffiliates to, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, certifying that (a) the organizational documents of DAL and DPF provided by Dole pursuant to Section 2.4(v), and (b) any resolutions of the board of directors or other authorizing body (or a duly authorized committee thereof) of DAL and DPF authorizing the transactions contemplated hereby are true and correct and in full force and effect; (vii) a certificate of non-foreign status from Dole in compliance with Section 1.1445-2(b)(2) of the Treasury Regulations; and (viii) a certificate in accordance with Treasury Regulations 1.1445-2(c), to the effect that the DAL Shares are not “United States real property interests” and that DAL is not and was not a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the period specified in Section 897(c)(1)(A)(ii) of the Code. (b) ITOCHU will deliver to DoleXXXX III OP: (i) a certificate, in form and substance reasonably satisfactory to Dole, signed by an executive officer on behalf of ITOCHU each Sponsor and dated as of the Closing DateClosing, to the effect that each of the conditions specified set forth in Sections 7.2(a9.2(a), 9.2(b) and (b9.2(c) is have been satisfied; (ii) each documents and instruments, reasonably satisfactory to XXXX III OP, evidencing the completion of the Transaction Documents Sponsor to HoldCo Pre-Closing Contributions and of the HoldCo to NewCo Pre-Closing Contributions, other than with respect to any Consents relating to the Contributed Assets not obtained prior to the Closing, which ITOCHU and/or its Affiliates are a party as Consents, for the avoidance of doubt, shall, following Closing, be addressed in the manner contemplated by Section 2.2; (iii) an assignment of membership interests, duly executed by ITOCHU HoldCo, providing for the admission of XXXX III OP as the sole member of NewCo in place of HoldCo; (iv) (A) the Pre-Merger OP Operating Partnership Agreement, duly executed by HoldCo as a new member thereof, and such Affiliates(B) the Post-Merger OP Operating Partnership Agreement, duly executed by HoldCo as a member thereof (but with the effectiveness of the Post-Merger OP Operating Partnership Agreement to be subject to the consummation of the OP Merger); (v) the Registration Rights Agreement, duly executed by HoldCo; (vi) an IRS Form W-9 completed by each Sponsor Contributor Entity (or, if relevant, its sole owner for U.S. federal income tax purposes) and HoldCo; (vii) the REIT Stock Repurchase Agreements, duly executed by HoldCo; (viii) the OP Unit Assignment Agreements and the OP Unit Repurchase Agreements, duly executed by HoldCo; (ix) the Cash Redemption Right Waiver Letter, duly executed by all parties thereto; (x) (A) the Required Agreements, duly executed by each AHI Principal, and (B) the Offer Letters, duly executed by the required number of Offer Employees pursuant to Section 9.2(f)(ii)(B) and in accordance with Section 8.15(a); and (iiixi) such other typical and customary certificates, documents and instruments as XXXX III OP may reasonably request related to (x) the Purchase Price Sponsor to HoldCo Pre-Closing Contributions, (y) the HoldCo to NewCo Pre-Closing Contributions, and (z) the Closing Contribution, including all Transfer Documents. (b) At or prior to the Closing, XXXX III OP will deliver to the Sponsors all of the following: (i) a certificate, signed by an executive officer on behalf of XXXX III and dated as of the Closing, that the conditions set forth in Sections 9.3(a) and 9.3(b) have been satisfied; (ii) a confirmation executed by the managing member of XXXX III OP of the issuance of the OP Partnership Units in accordance with Section 2.23.3; (iii) (A) the Pre-Merger OP Operating Partnership Agreement, duly executed by XXXX III OP, and (B) the Post-Merger OP Operating Partnership Agreement, duly executed by XXXX III OP (but with the effectiveness of the Post-Merger OP Operating Partnership Agreement to be subject to the consummation of the Merger); (iv) the Registration Rights Agreement, duly executed by XXXX III and XXXX III OP; (v) a certified copy of the Charter Amendment filed with the State Department of Assessments and Taxation of the State of Maryland; (vi) an IRS Form W-9 completed by XXXX III OP; (vii) the REIT Stock Repurchase Agreements, duly executed by XXXX III and XXXX IV, as applicable; (viii) the OP Unit Assignment Agreements and the OP Unit Repurchase Agreements, duly executed by XXXX III, XXXX III OP, XXXX IV and XXXX IV OP, as applicable; and (ix) such other typical and customary certificates, documents and instruments as HoldCo may reasonably request related to the Closing Contribution.

Deliveries at Closing. (a) At the Closing, the Buyer shall deliver to the Seller: (a) Dole will deliver or cause to be delivered to ITOCHU, (i) original stock the Purchase Price, payable as set forth in Section 1.02; (ii) a certificate of an authorized officer of the Buyer certifying to the fulfillment of the conditions set forth in Sections 6.03(a) and (b); (iii) a copy of the resolutions of the Buyer's Board of Directors, authorizing the execution, delivery and performance of this Agreement, certified by an authorized officer of the Buyer; (iv) the Escrow Agreement, duly executed by the Buyer and the Seller; (v) [intentionally omitted]; (vi) [intentionally omitted]; (vii) the Transitional Trademark License Agreement referred to in Section 5.07; and (viii) such other instruments and certificates as may be reasonably requested by the Seller. (b) At the Closing, the Seller shall deliver to the Buyer: (i) all certificates representing all of the DAL Shares and evidence of ownership representing all of the DPF Interests, in each case Subsidiary Stock duly endorsed in blank or accompanied by share stock powers duly endorsed in blank, or accompanied by other duly executed instruments of transfer; (ii) a certificate of the Lien Releases required pursuant Seller certifying to Section 5.4the fulfillment of the conditions set forth in Sections 6.02(a) and (b); (iii) a certificatecopy of the resolutions of (i) the Seller's Board of Directors and (ii) the Board of Directors of each Seller Subsidiary, in form authorizing the execution, delivery and substance reasonably satisfactory to ITOCHUperformance of this Agreement, signed certified by an authorized officer of Dole and dated the Seller or such Seller Subsidiary, as of the Closing Date, to the effect that each of the conditions specified in Sections 7.1(a), (b) and (c) is satisfiedcase may be; (iv) copies of the Brand Agreement, the Transition Services Agreement, the Supply Agreement, the Occupancy Agreement, the Ship Usage Agreement, the Patent License Agreement and the other Transaction Documents, as duly executed by Dole and the other parties thereto (other than ITOCHU and its Affiliates)Closing Consents; (v) copies of the articles of incorporation or similar organizational document of DAL and DPF certified as of a date not more than ten (10) days prior to the Closing Escrow Agreement, duly executed by the Secretary of State (or comparable officer) of Buyer and the applicable entity’s jurisdiction of formationSeller; (vi) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, certifying that (a) the organizational documents of DAL and DPF provided by Dole pursuant to Section 2.4(v), and (b) any resolutions of the board of directors or other authorizing body (or a duly authorized committee thereof) of DAL and DPF authorizing the transactions contemplated hereby are true and correct and in full force and effect[intentionally omitted]; (vii) a [intentionally omitted]; (viii) the opinion of Seller's counsel, Xxxxxxx Berlin Shereff Xxxxxxxx, LLP, to be delivered pursuant to Section 6.02(j); (ix) the certificates to be delivered pursuant to Sections 6.02(m), (n) and (o); (x) the minute books, stock register certificate books and stock record books of non-foreign status from Dole each Seller Subsidiary; (xi) the estoppel certificates to be delivered pursuant to Section 6.02(r); (xii) the Xxxx of Sale and Assignment to be delivered pursuant to Section 6.02(v); (xiii) the Transitional Trademark License Agreement referred to in compliance with Section 1.1445-2(b)(25.07; (xiv) of the Treasury Regulationsdocuments evidencing the releases referred to in Section 6.02(p); (xv) the documents evidencing the materials to be delivered pursuant to Section 6.02(x); and (viiixvi) a certificate in accordance with Treasury Regulations 1.1445-2(c), to such other instruments and certificates as may be reasonably requested by the effect that the DAL Shares are not “United States real property interests” and that DAL is not and was not a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the period specified in Section 897(c)(1)(A)(ii) of the CodeBuyer. (b) ITOCHU will deliver to Dole: (i) a certificate, in form and substance reasonably satisfactory to Dole, signed by an officer of ITOCHU and dated as of the Closing Date, to the effect that each of the conditions specified in Sections 7.2(a) and (b) is satisfied; (ii) each of the Transaction Documents to which ITOCHU and/or its Affiliates are a party as duly executed by ITOCHU and such Affiliates; and (iii) the Purchase Price in accordance with Section 2.2.

Deliveries at Closing. (a) At the Closing, each of the Selling Parties shall make the following deliveries to Buyer: (a) Dole will deliver or cause to be delivered to ITOCHU, (i) original stock certificates Dxxxx shall deliver to Buyer: (1) a duly executed assignment of membership interest, in substantially the form attached hereto as Exhibit 1.2(a)(i), transferring 201,252 Equity Units representing all a 12.745% GP LLC Interest (the “Dxxxx Assignment”); (i) a duly executed certificate, countersigned by the American Stock Transfer & Trust Company, as the transfer agent and registrar with respect to the Common Units (the “Transfer Agent”), representing 14,048,545 Common Units in the name of the DAL Shares and evidence of ownership representing all Buyer (or an Affiliate of the DPF InterestsBuyer designated in writing by the Buyer), (ii) a copy of a letter from the General Partner, addressed to and acknowledged by the Transfer Agent, instructing the Transfer Agent to cancel the certificate(s) representing such Common Units and to reissue a new certificate representing 14,048,545 Common Units in the name of the Buyer (or an Affiliate of the Buyer designated in writing by the Buyer) and (iii) a copy of the cancelled certificate(s) representing such Common Units previously owned by it; and (3) a duly executed copy of the Amended and Restated Limited Liability Company Agreement of LE GP LLC, in each case endorsed in blank or accompanied by share powers duly endorsed in blank, or accompanied by other substantially the form attached hereto as Exhibit 1.2(a)(i)(3) (the “Amended and Restated GP LLC Agreement”). (ii) Avatar LLC shall deliver to Buyer: (1) (i) a duly executed instruments certificate, countersigned by the Transfer Agent, representing 12,925 Common Units in the name of transferthe Buyer (or an Affiliate of the Buyer designated in writing by the Buyer), (ii) a copy of a letter from the General Partner, addressed to and acknowledged by the Transfer Agent, instructing the Transfer Agent to cancel the certificate(s) representing such Common Units and to reissue a new certificate representing 12,925 Common Units in the name of the Buyer (or an Affiliate of the Buyer designated in writing by the Buyer) and (iii) a copy of the cancelled certificate(s) representing such Common Units previously owned by it. (iii) Avatar LP shall deliver to Buyer: (i) a duly executed certificate, countersigned by the Transfer Agent, representing 6,801,489 Common Units in the name of the Buyer (or an Affiliate of the Buyer designated in writing by the Buyer), (ii) a copy of a letter from the General Partner, addressed to and acknowledged by the Transfer Agent, instructing the Transfer Agent to cancel the certificate(s) representing such Common Units and to reissue a new certificate representing 6,801,489 Common Units in the name of the Buyer (or an Affiliate of the Buyer designated in writing by the Buyer) and (iii) a copy of the cancelled certificate(s) representing such Common Units previously owned by it. (iv) NGP VI shall deliver to Buyer: (1) a duly executed assignment of membership interests, in substantially the form attached hereto as Exhibit 1.2(a)(iv), transferring 675,999 Equity Units representing a 42.813% GP LLC Interest (the “NGP Assignment”); (i) a duly executed certificate, countersigned by the Transfer Agent (as defined below), representing 17,202,745 Common Units in the name of the Buyer (or an Affiliate of the Buyer designated in writing by the Buyer), (ii) a copy of a letter from the General Partner, addressed to and acknowledged by the Transfer Agent, instructing the Transfer Agent to cancel the certificate(s) representing such Common Units and to reissue a new certificate representing 17,202,745 Common Units in the name of the Buyer (or an Affiliate of the Buyer designated in writing by the Buyer) and (iii) a copy of the cancelled certificate(s) representing such Common Units previously owned by it; and (3) a duly executed copy of the Amended and Restated GP LLC Agreement. (v) Kxxx shall deliver to Buyer: (i) a duly executed certificate, countersigned by the Transfer Agent, representing 129,592 Common Units in the name of the Buyer (or an Affiliate of the Buyer designated in writing by the Buyer), (ii) a copy of a letter from the General Partner, addressed to and acknowledged by the Transfer Agent, instructing the Transfer Agent to cancel the certificate(s) representing such Common Units and to reissue a new certificate representing 129,592 Common Units in the name of the Buyer (or an Affiliate of the Buyer designated in writing by the Buyer) and (iii) a copy of the cancelled certificate(s) representing such Common Units previously owned by it. (vi) MHT Properties shall deliver to Buyer: (i) a duly executed certificate, countersigned by the Transfer Agent, representing 129,592 Common Units in the name of the Buyer (or an Affiliate of the Buyer designated in writing by the Buyer), (ii) a copy of a letter from the General Partner, addressed to and acknowledged by the Transfer Agent, instructing the Transfer Agent to cancel the certificate(s) representing such Common Units and to reissue a new certificate representing 129,592 Common Units in the name of the Buyer (or an Affiliate of the Buyer designated in writing by the Buyer) and (iii) a copy of the cancelled certificate(s) representing such Common Units previously owned by it. (vii) Sxxxx Holdings shall deliver to Buyer: (1) (i) a duly executed certificate, countersigned by the Transfer Agent, representing 259,182 Common Units in the name of the Buyer (or an Affiliate of the Buyer designated in writing by the Buyer), (ii) a copy of a letter from the General Partner, addressed to and acknowledged by the Transfer Agent, instructing the Transfer Agent to cancel the certificate(s) representing such Common Units and to reissue a new certificate representing 259,182 Common Units in the name of the Buyer (or an Affiliate of the Buyer designated in writing by the Buyer) and (iii) a copy of the cancelled certificate(s) representing such Common Units previously owned by it. (b) At the Closing, each of the Selling Parties shall provide Buyer with a FIRPTA certificate certifying that it (or the applicable transferor for federal income tax purposes) is not a “foreign person” within the meaning of Treasury Regulation 1.1445-2(b). (c) At the Closing, Buyer shall make the following deliveries to each of the Selling Parties and the General Partner, as applicable: (i) the Purchase Price payable to it, as provided in Section 1.3 below; (ii) one or more transfer applications in respect of the Lien Releases required pursuant Offered Common Units to Section 5.4be acquired by it, in the form specified in the Partnership Agreement, seeking admission to ETE as a substitute limited partner (the “ETE Unit Transfer Application(s)”); (iii) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as duly executed copy of the Closing Date, to the effect that each of the conditions specified in Sections 7.1(a), (b) Amended and (c) is satisfiedRestated GP LLC Agreement; (iv) the Brand Agreement, the Transition Services Agreement, the Supply Agreement, the Occupancy Agreement, the Ship Usage Agreement, the Patent License Agreement and the other Transaction Documents, as a duly executed by Dole and assignment of membership interest, in substantially the other parties thereto form attached hereto as Exhibit 1.2(a)(i), transferring 501,461 Equity Units (other than ITOCHU and its Affiliates); (vthe “EPE Assignment”) copies of the articles of incorporation or similar organizational document of DAL and DPF certified as of a date not more than ten (10) days prior to the Closing by the Secretary of State (or comparable officer) of the applicable entity’s jurisdiction of formation; (vi) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, certifying that (a) the organizational documents of DAL and DPF provided by Dole pursuant to Section 2.4(v), and (b) any resolutions of the board of directors or other authorizing body (or a duly authorized committee thereof) of DAL and DPF authorizing the transactions contemplated hereby are true and correct and in full force and effect; (vii) a certificate of non-foreign status from Dole in compliance with Section 1.1445-2(b)(2) of the Treasury Regulations; and (viii) a certificate in accordance with Treasury Regulations 1.1445-2(c), to the effect that the DAL Shares are not “United States real property interests” and that DAL is not and was not a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the period specified in Section 897(c)(1)(A)(ii) of the CodeGeneral Partner. (bd) ITOCHU will deliver At the Closing, the General Partner shall make the following deliveries to Dolethe Buyer: (i) (A) a duly executed certificate, countersigned by the Transfer Agent, representing 392,020 Common Units in form and substance reasonably satisfactory to Dole, signed by an officer of ITOCHU and dated as the name of the Closing Date, to the effect that each Buyer (or an Affiliate of the conditions specified Buyer designated in Sections 7.2(awriting by the Buyer), (B) a copy of a letter from the General Partner, addressed to and acknowledged by the Transfer Agent, instructing the Transfer Agent to cancel the certificate(s) representing such Common Units and to reissue a new certificate representing 392,020 Common Units in the name of the Buyer (or an Affiliate of the Buyer designated in writing by the Buyer) and (bC) is satisfied; (ii) each a copy of the Transaction Documents to which ITOCHU and/or its Affiliates are a party as duly executed cancelled certificate(s) representing such Common Units previously owned by ITOCHU and such Affiliates; and (iii) the Purchase Price in accordance with Section 2.2it.

Deliveries at Closing. At the Closing: (a) Dole will Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, UWM LLC or SFS Corp., as applicable, shall deliver or cause to be delivered to ITOCHU,GHIV: (i) original stock certificates representing all of a counterpart to the DAL Shares UWM A&R LLCA, including a capitalization schedule evidencing the Equity Interest Consideration issued to SFS Corp. and evidence of ownership representing all of the DPF Interestsnumber UWM Class B Common Units issued to GHIV pursuant to Section 2.1(d), in each case endorsed in blank or accompanied by share powers duly endorsed in blank, or accompanied by other duly executed instruments of transferby SFS Corp.; (ii) a counterpart to the Lien Releases required pursuant to Section 5.4Tax Receivable Agreement, duly executed by SFS Corp.; (iii) a counterpart to the Registration Rights and Lock-Up Agreement, duly executed by SFS Corp.; (iv) certificates of good standing (or equivalent document) each dated not more than five (5) Business Days prior to the Closing Date for (A) UWM LLC, issued by the Secretary of State of Delaware, and (B) the Company, issued by the Secretary of State of Michigan; (v) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole the Company, certifying to the amount of consolidated unrestricted free cash and dated cash equivalents of UWM LLC, the Company and the Company Subsidiaries as of the Closing DateReference Time, to following the effect that each completion of the conditions specified distributions contemplated in Sections 7.1(a)Section 5.19 and the payment of all Transaction Expenses incurred by SFS Corp., (b) and (c) is satisfied; (iv) the Brand AgreementUWM LLC, the Transition Services Agreement, the Supply Agreement, the Occupancy Agreement, the Ship Usage Agreement, the Patent License Agreement Company and the other Transaction Documents, as duly executed by Dole and the other parties thereto (other than ITOCHU and its Affiliates); (v) copies of the articles of incorporation or similar organizational document of DAL and DPF certified as of a date not more than ten (10) days prior to the Closing by the Secretary of State (or comparable officer) of the applicable entity’s jurisdiction of formation;Company Subsidiaries; and (vi) a certificate, in form an IRS Form W-9 or an affidavit and substance reasonably satisfactory certification as to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, certifying that (a) the organizational documents of DAL and DPF provided by Dole pursuant to Section 2.4(v), and (b) any resolutions of the board of directors or other authorizing body (or a duly authorized committee thereof) of DAL and DPF authorizing the transactions contemplated hereby are true and correct and in full force and effect; (vii) a certificate of SFS Corp.’s non-foreign status from Dole in compliance complying with Section the requirements of Treasury Regulation section 1.1445-2(b)(2) of the Treasury Regulations; and (viii) a certificate in accordance with Treasury Regulations 1.1445-2(c2(b)(2)(iv), to the effect that the DAL Shares are not “United States real property interests” and that DAL is not and was not a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the period specified in Section 897(c)(1)(A)(ii) of the Code. (b) ITOCHU will Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, GHIV shall deliver to DoleUWM LLC: (i) a certificate, signed by an officer of GHIV, certifying (A) that the GHIV Required Stockholder Approval has been obtained and remains in form full force and substance reasonably satisfactory effect, (B) the number of shares of GHIV Class A Common Stock included in the GHIV Stock Redemption, if any, and (C) the amount of Available Cash; (ii) evidence from the Secretary of State of the State of Delaware of the filing of the GHIV Second A&R Certificate of Incorporation with the Secretary of State of the State of Delaware and of the adoption of the GHIV A&R Bylaws; (iii) evidence of shares representing the number of GHIV Class D Common Stock equal to Dolethe Voting Stock Consideration issued in the name of SFS Corp.; (iv) an amount equal to the Closing Cash Consideration, in immediately available funds, to an account specified by UWM LLC no later than two (2) Business Days prior to the Closing Date; (v) a counterpart to the Tax Receivable Agreement, duly executed by GHIV; (vi) a counterpart to the UWM A&R LLCA; (vii) counterparts to the Registration Rights and Lock-Up Agreement, duly executed by GHIV, the Sponsor and certain other parties thereto; (viii) a certificate of good standing (or equivalent document) dated not more than five (5) Business Days prior to the Closing Date for GHIV, issued by the Secretary of State of Delaware; and (ix) a certificate, signed by an officer of ITOCHU GHIV, certifying to the aggregate amount of Transaction Expenses of GHIV incurred and dated unpaid as of the Closing Date, immediately prior to the effect that each of the conditions specified in Sections 7.2(a) and (b) is satisfied; (ii) each of the Transaction Documents to which ITOCHU and/or its Affiliates are a party as duly executed by ITOCHU and such Affiliates; and (iii) the Purchase Price in accordance with Section 2.2Closing.

Deliveries at Closing. (a) At the Closing: , the Independent Fiduciary will, pursuant to the Plan Trustee Direction Letter, irrevocably direct the Plan Trustee to deliver to the Insurer, (a) Dole with a copy to the Company), the [ * * * ] and Xxxx of Sale, each duly executed by the Plan Trustee, and the Independent Fiduciary will deliver deliver, or cause to be delivered delivered, to ITOCHU, (i) original stock certificates representing all of the DAL Shares Insurer and evidence of ownership representing all of the DPF Interests, in each case endorsed in blank or accompanied by share powers duly endorsed in blank, or accompanied by other duly executed instruments of transfer; (ii) the Lien Releases required pursuant to Section 5.4; (iii) Company a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, duly executed by an authorized officer of the Independent Fiduciary certifying as to the effect that each satisfaction of the conditions specified in Sections 7.1(aSection 8.01(a), Section 8.01(b), Section 8.02(a) and Section 8.02(b), in each case, as to the Independent Fiduciary. (b) At the Closing, the Insurer will deliver to the Company (and with respect to item (cii) is satisfiedwill also deliver to the Independent Fiduciary) the following duly executed documents and other items: (i) the Group Annuity Contract (including all exhibits and attachments thereto), duly executed by the Insurer; (iv) the Brand Agreement, the Transition Services Agreement, the Supply Agreement, the Occupancy Agreement, the Ship Usage Agreement, the Patent License Agreement and the other Transaction Documents, as duly executed by Dole and the other parties thereto (other than ITOCHU and its Affiliates); (v) copies of the articles of incorporation or similar organizational document of DAL and DPF certified as of a date not more than ten (10) days prior to the Closing by the Secretary of State (or comparable officer) of the applicable entity’s jurisdiction of formation; (viii) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, duly executed by an authorized officer of the Insurer certifying that (a) as to the organizational documents satisfaction of DAL and DPF provided by Dole pursuant to the conditions - 14 – ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION*** specified in Section 2.4(v8.01(a), Section 8.01(b) and (b) any resolutions of Section 8.03(a), in each case, as to the board of directors or other authorizing body (or a duly authorized committee thereof) of DAL and DPF authorizing the transactions contemplated hereby are true and correct and in full force and effectInsurer; (viiiii) a certificate the evidence of non-foreign status disposition from Dole in compliance the Texas Department of Insurance with Section 1.1445-2(b)(2respect to the Group Annuity Contract; (iv) of the Treasury Regulations[ * * * ], duly executed by the Insurer; and (viiiv) a certificate in accordance with Treasury Regulations 1.1445-2(c)the Xxxx of Sale, to duly executed by the effect that the DAL Shares are not “United States real property interests” and that DAL is not and was not a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the period specified in Section 897(c)(1)(A)(ii) of the CodeInsurer. (bc) ITOCHU At the Closing, the Company will deliver to Dolethe Insurer (and with respect to item (ii) will also deliver to the Independent Fiduciary, and with respect to the other items below, with a copy to the Independent Fiduciary) the following duly executed documents: (i) the Group Annuity Contract (including all exhibits and attachments thereto), duly executed by the Company; and (ii) a certificate, in form and substance reasonably satisfactory to Dole, signed by an officer of ITOCHU and dated as of the Closing Date, duly executed by an authorized officer of the Company certifying as to the effect that each satisfaction of the conditions specified in Sections 7.2(aSection 8.02(a), Section 8.02(b) and (b) is satisfied; (ii) Section 8.03(a), in each of case, as to the Transaction Documents to which ITOCHU and/or its Affiliates are a party as duly executed by ITOCHU and such Affiliates; and (iii) the Purchase Price in accordance with Section 2.2Company.

Deliveries at Closing. At the Closing: Closing (a1) Dole will the Company shall deliver --------------------- to or cause to be delivered to ITOCHU, as directed by each Buyer (i) original the Debentures to be acquired by such Buyer at the Closing, in the principal amount set forth beside such Buyer's name on Schedule 1 attached hereto, (ii) the Warrant to be issued to such Buyer at the Closing pursuant to the terms hereof, (iii) an executed Stock Pledge Agreement substantially in the form of Exhibit C (the "Stock Pledge Agreement") attached --------- ---------------------- hereto, (iv) stock certificates representing all of the DAL Shares and evidence of ownership representing all of the DPF Interests, in each case duly endorsed in blank or accompanied by share stock powers duly endorsed evidencing the Guarantee Shares, to be held as collateral for the performance of the Guarantors as provided in blankthe Stock Pledge Agreement, or accompanied by other duly executed instruments of transfer; (iiv) the Lien Releases required pursuant legal opinion letter of Durham Xxxxx & Xxxxxxx, P.C., outside counsel to Section 5.4; (iii) a certificatethe Company, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, in form satisfactory to the effect that each of the conditions specified in Sections 7.1(a)such Buyer, (b) and (cvi) is satisfied; (iv) the Brand Agreement, the Transition Services Agreement, the Supply Agreement, the Occupancy Agreement, the Ship Usage Agreement, the Patent License Agreement all other instruments and the other Transaction Documents, as duly executed by Dole and the other parties thereto (other than ITOCHU and its Affiliates); (v) copies of the articles of incorporation writings required to have been delivered at or similar organizational document of DAL and DPF certified as of a date not more than ten (10) days prior to the Closing by the Secretary of State (or comparable officer) of the applicable entity’s jurisdiction of formation; (vi) a certificateCompany pursuant to this Agreement, in form and substance reasonably satisfactory to ITOCHUincluding without limitation, signed by an officer of Dole and executed Registration Rights Agreement, dated as of the Closing Date, certifying that among the Company and the Buyers in the form of Exhibit D attached --------- hereto (athe "Registration Rights Agreement") and transfer agent instructions ----------------------------- executed by the organizational documents of DAL Company and DPF provided by Dole pursuant to Section 2.4(vits transfer agent in the form attached hereto as Exhibit E (the "Transfer Agent Instructions"), and (b) any resolutions of the board of directors or other authorizing body (or a duly authorized committee thereof) of DAL and DPF authorizing the transactions contemplated hereby are true and correct and in full force and effect; (vii) a certificate of non-foreign status from Dole in compliance with Section 1.1445-2(b)(2) of the Treasury Regulations; and (viii) a certificate in accordance with Treasury Regulations 1.1445-2(c), to the effect that the DAL Shares are not “United States real property interests” and that DAL is not and was not a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the period specified in Section 897(c)(1)(A)(ii) of the Code. (b) ITOCHU will deliver to Dole: (i) a certificate, in form and substance reasonably satisfactory to Dole, signed by an officer of ITOCHU and dated as of the Closing Date, to the effect that each of the conditions specified in Sections 7.2(a) and (b) is satisfied; (ii) each of the Transaction Documents to which ITOCHU and/or its Affiliates are a party as duly executed by ITOCHU and such Affiliates; and (iii) the Purchase Price in accordance with Section 2.2.

Deliveries at Closing. (a) At the Closing, the Selling Parties shall make the following deliveries to Buyer: (a) Dole will deliver or cause to be delivered to ITOCHU, (i) original stock certificates XXX shall deliver to Buyer: (1) a duly executed xxxx of sale, in substantially the form attached hereto as Exhibit 1.2(a)(i), transferring the XXX New LLC Interests (the "XXX XXXX OF SALE"); (i) a duly executed certificate, countersigned by the Transfer Agent (as defined below), representing all 757,193 Common Units in the name of the DAL Shares Buyer (or an Affiliate designated in writing), (ii) a copy of a letter from XXX, addressed to and evidence acknowledged by the Bank of ownership New York, as the transfer agent and registrar with respect to the Common Units (the "TRANSFER AGENT"), instructing such Transfer Agent to cancel the certificate(s) representing all the XXX Common Units and to reissue a new certificate representing 757,193 Common Units in the name of the DPF Interests, Buyer (or an Affiliate designated in each case endorsed in blank or accompanied by share powers duly endorsed in blank, or accompanied by other writing) and (iii) a copy of the cancelled certificate(s) representing the XXX Common Units; (i) a duly executed instruments certificate, countersigned by the transfer agent therefor, representing 4,589,193 Subordinated Units in the name of transferthe Buyer (or an Affiliate designated in writing), (ii) a copy of a letter from XXX, addressed to and acknowledged by the New Company, as the general partner of the Partnership and the transfer agent and registrar with respect to the Subordinated Units, instructing the New Company to cancel the certificate(s) representing the XXX Subordinated Units and to reissue a new certificate representing 4,589,193 Subordinated Units in the name of the Buyer (or an Affiliate designated in writing) and (iii) a copy of the cancelled certificate(s) representing the XXX Subordinated Units; (ii) WNGL shall deliver to Buyer: (1) a duly executed xxxx of sale, in substantially the Lien Releases required pursuant form attached hereto as Exhibit 1.2(a)(ii), transferring the WNGL New LLC Interests (the "WNGL XXXX OF SALE," and with the XXX Xxxx of Sale, the "BILLS OF SALE"); (i) a duly executed certificate, countersigned by the Transfer Agent, representing 322,501 Common Units in the name of the Buyer (or an Affiliate designated in writing), (ii) a copy of a letter from WNGL, addressed to and acknowledged by the Transfer Agent, instructing the Transfer Agent to cancel the certificate(s) representing the WNGL Common Units and to reissue a new certificate representing 322,501 Common Units in the name of the Buyer (or an Affiliate designated in writing) and (iii) a copy of the cancelled certificate(s) representing the WNGL Common Units; (i) a duly executed certificate, countersigned by the transfer agent therefor, representing 1,090,501 Subordinated Units in the name of the Buyer (or an Affiliate designated in writing), (ii) a copy of a letter from WNGL, addressed to and acknowledged by the New Company, as the general partner of the Partnership and the transfer agent and registrar with respect to the Subordinated Units, instructing the New Company to cancel the certificate(s) representing the WNGL Subordinated Units and to reissue a new certificate representing 1,090,501 Subordinated Units in the name of the Buyer (or an Affiliate designated in writing) and (iii) a copy of the cancelled certificate(s) representing the WNGL Subordinated Units; (iii) the Old Company shall deliver to Buyer: (1) a duly executed certificate, countersigned by the transfer agent therefor, representing 7,830,924 Class B Common Units in the name of the Buyer (or an Affiliate designated in writing), (2) a copy of a letter from the Old Company, addressed to and acknowledged by the New Company, as the general partner of the Partnership and the transfer agent and registrar with respect to the Class B Common Units, instructing the New Company to cancel the certificate(s) representing 7,830,924 Class B Common Units in the name of the Old Company and to reissue a new certificate representing 7,830,924 Class B Common Units in the name of the Buyer (or an Affiliate designated in writing) and (3) a copy of the cancelled certificate(s) in the name of the Old Company; (iv) XXX and WNGL shall together deliver to Buyer: (1) a duly executed copy of the New Omnibus Agreement, in substantially the form attached hereto as Exhibit 1.2(a)(iv)(1); (2) a duly executed copy of the Transition Services Agreement, in substantially the form attached hereto as Exhibit 1.2(a)(iv)(2); (3) a duly executed copy of the ATLAS Assignment, Contribution and License Agreement, in substantially the form attached hereto as Exhibit 1.2(a)(iv)(3); and (4) a duly executed copy of a Services Agreement between Buyer and the Selling Parties, in form and substance to be mutually agreed on by the parties, reflecting the terms on the term sheet attached as Exhibit 1.2(a)(iv)(4). (b) At the Closing, Buyer shall make the following deliveries to the Selling Parties (or the New Company as specified in clause (ii) below): (i) payment of the First Payment of the Purchase Price, as provided in Section 5.41.3 below; (ii) one or more transfer applications in respect of the Common Units, Class B Common Units and Subordinated Units to be acquired by it, in the form specified in the Partnership Agreement, seeking admission to the Partnership as a substitute limited partner (the "UNIT TRANSFER APPLICATION(S)"); (iii) a certificateduly executed copy of the New Omnibus Agreement, in substantially the form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated attached hereto as of the Closing Date, to the effect that each of the conditions specified in Sections 7.1(aExhibit 1.2(a)(iv)(1), (b) and (c) is satisfied; (iv) the Brand Agreement, a duly executed copy of the Transition Services Agreement, in substantially the Supply Agreement, the Occupancy Agreement, the Ship Usage Agreement, the Patent License Agreement and the other Transaction Documents, form attached hereto as duly executed by Dole and the other parties thereto (other than ITOCHU and its AffiliatesExhibit 1.2(a)(iv)(2); (v) copies a duly executed copy of the articles of incorporation or similar organizational document of DAL ATLAS Assignment, Contribution and DPF certified License Agreement, in substantially the form attached hereto as of a date not more than ten (10) days prior to the Closing by the Secretary of State (or comparable officer) of the applicable entity’s jurisdiction of formation;Exhibit 1.2(a)(iv)(3); and (vi) a certificateduly executed copy of a Services Agreement between Buyer and the Selling Parties, in form and substance reasonably satisfactory to ITOCHUbe mutually agreed on by the parties, signed by an officer of Dole and dated reflecting the terms on the term sheet attached as of the Closing Date, certifying that (a) the organizational documents of DAL and DPF provided by Dole pursuant to Section 2.4(vExhibit 1.2(a)(iv)(4), and (b) any resolutions of the board of directors or other authorizing body (or a duly authorized committee thereof) of DAL and DPF authorizing the transactions contemplated hereby are true and correct and in full force and effect; (vii) a certificate of non-foreign status from Dole in compliance with Section 1.1445-2(b)(2) of the Treasury Regulations; and (viii) a certificate in accordance with Treasury Regulations 1.1445-2(c), to the effect that the DAL Shares are not “United States real property interests” and that DAL is not and was not a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the period specified in Section 897(c)(1)(A)(ii) of the Code. (b) ITOCHU will deliver to Dole: (i) a certificate, in form and substance reasonably satisfactory to Dole, signed by an officer of ITOCHU and dated as of the Closing Date, to the effect that each of the conditions specified in Sections 7.2(a) and (b) is satisfied; (ii) each of the Transaction Documents to which ITOCHU and/or its Affiliates are a party as duly executed by ITOCHU and such Affiliates; and (iii) the Purchase Price in accordance with Section 2.2.

Deliveries at Closing. (a) At the Closing, (i) with respect to the items set forth in clauses (i), (ii), (iii), (iv), (v), (vii), NYI-4483146v3 22 and (ix) below, the Independent Fiduciary shall or shall direct the Plan Trustee, as applicable, to deliver to the Insurer, with a copy to the Company and (ii) with respect to the items set forth in clauses (vi) and (viii) below, the Company shall deliver to the Insurer: (a) Dole will deliver or cause to be delivered to ITOCHU, (i) original stock certificates representing all of the DAL Shares and evidence of ownership representing all of the DPF Interests, in each case endorsed in blank or accompanied by share powers duly endorsed in blank, or accompanied by other duly executed instruments of transfer; (ii) the Lien Releases required pursuant to Section 5.4; (iii) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, signed by an officer of the Independent Fiduciary certifying as to the effect that each satisfaction of the conditions specified in Sections 7.1(aSection 8.3(a) and Section 8.3(b) each as to the Independent Fiduciary; (ii) the Xxxx of Sale (including all schedules thereto), duly executed by the Plan Trustee; (biii) [**********] Transfer Documentation and (c) is satisfied[**********] Transfer Documentation, duly executed by the Plan Trustee; (iv) a written acknowledgement of the Brand Agreement, receipt of the Transition Services Agreement, Group Annuity Contract signed by the Supply Agreement, the Occupancy Agreement, the Ship Usage Agreement, the Patent License Agreement and the other Transaction Documents, as duly executed by Dole and the other parties thereto (other than ITOCHU and its Affiliates)Plan Trustee; (v) copies of the articles of incorporation or similar organizational document of DAL Group Annuity Contract (including all exhibits and DPF certified as of a date not more than ten (10) days prior to the Closing attachments thereto), duly executed by the Secretary of State (or comparable officer) of the applicable entity’s jurisdiction of formationPlan Trustee; (vi) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, certifying that (a) the organizational documents of DAL and DPF provided signed by Dole pursuant to Section 2.4(v), and (b) any resolutions of the board of directors or other authorizing body (or a duly authorized committee thereofofficer of the Company certifying as to the satisfaction of the conditions specified in Section 8.3(a) of DAL and DPF authorizing Section 8.3(b), in each case, as to the transactions contemplated hereby are true Company, and correct and in full force and effectSection 8.3(c); (vii) a certificate of non-foreign status from Dole the Plan Trustee Agreement, duly executed by the Independent Fiduciary and the Plan Trustee; (viii) an instruction to [**********] duly executed by the Plan Investment Fiduciary, in compliance with Section 1.1445-2(b)(2) of the Treasury Regulationsform attached hereto as Exhibit D; and (viiiix) a certificate in accordance with Treasury Regulations 1.1445-2(c)if applicable, to the effect that the DAL Shares are not “United States real property interests” and that DAL is not and was not a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the period specified in Section 897(c)(1)(A)(ii) of the Codeone or more Promissory Notes. (b) ITOCHU At the Closing, the Insurer will deliver to Dole: (i) the Plan Trustee, with a certificate, in form and substance reasonably satisfactory to Dole, signed by an officer of ITOCHU and dated as of the Closing Date, copy to the effect that each of Independent Fiduciary and the conditions specified in Sections 7.2(a) and (b) is satisfied; (ii) each of Company, the Transaction Documents to which ITOCHU and/or its Affiliates are a party as following duly executed by ITOCHU documents and such Affiliates; and (iii) the Purchase Price in accordance with Section 2.2.other items:

Deliveries at Closing. (a) At the Closing: (a) Dole , the Stockholders will deliver or cause to be delivered to ITOCHU,SYI and SYUK the following: (i) original the stock certificates representing all the Shares together with signed Stock Transfer Forms; (ii) written resignations of the DAL Shares and evidence of ownership representing all members of the DPF InterestsCompany’s Board of Directors; (iii) certified copies of the minutes of a meeting of the board of directors of the Company appointing new Directors nominated by the Buyers, approving the amendments to the employment agreements referred to in sub-clause (v) below and approving, subject to stamping, the transfer of the Shares to the Buyers; (iv) the original corporate minute books of the Company; (v) executed copies of the amendments to the employment agreements by and between Company and each case endorsed of Xxxxxx Xxxx and Xxxxx Xxxxxxx; and (vi) a cross receipt executed by SYI, SYUK and the Stockholders; (b) At the Closing, the following will be delivered to the Stockholders: (i) U.S.$4,250,000 in blank or accompanied by share powers duly endorsed in blank, or accompanied by other duly executed instruments of transfercash from SYUK; (ii) the Lien Releases required pursuant to Section 5.4executed Bonds from SYUK; (iii) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as certificate of the Closing Date, Secretary of State of the Commonwealth of Massachusetts as to the effect that each legal existence and good standing (including tax) of SYI in the conditions specified in Sections 7.1(a), (b) and (c) is satisfiedCommonwealth of Massachusetts; (iv) certificates of the Brand Secretary of each of SYI and SYUK attesting to the incumbency of SYI and SYUK officers, the authenticity of the resolutions authorizing the transactions contemplated by this Agreement, the Transition Services Agreement, the Supply Agreement, the Occupancy Agreement, the Ship Usage Agreement, the Patent License Agreement and the other Transaction Documents, as duly executed by Dole authenticity and continuing validity of the other parties thereto (other than ITOCHU and its Affiliates)charter documents delivered pursuant to Section 3.1; (v) copies minutes of the articles Boards of incorporation or similar organizational document Directors of DAL SYI and DPF certified as of a date not more than ten (10) days prior to SYUK authorizing the Closing transactions contemplated by the Secretary of State (or comparable officer) of the applicable entity’s jurisdiction of formationthis Agreement; (vi) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as executed copies of the Closing Date, certifying that (a) amendments to the organizational documents employment agreements by and between Company and each of DAL Xxxxxx Xxxx and DPF provided by Dole pursuant to Section 2.4(v), and (b) any resolutions of the board of directors or other authorizing body (or a duly authorized committee thereof) of DAL and DPF authorizing the transactions contemplated hereby are true and correct and in full force and effect;Xxxxx Xxxxxxx; and (vii) a certificate of non-foreign status from Dole in compliance with Section 1.1445-2(b)(2) of the Treasury Regulations; and (viii) a certificate in accordance with Treasury Regulations 1.1445-2(c), to the effect that the DAL Shares are not “United States real property interests” and that DAL is not and was not a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the period specified in Section 897(c)(1)(A)(ii) of the Code. (b) ITOCHU will deliver to Dole: (i) a certificate, in form and substance reasonably satisfactory to Dole, signed by an officer of ITOCHU and dated as of the Closing Date, to the effect that each of the conditions specified in Sections 7.2(a) and (b) is satisfied; (ii) each of the Transaction Documents to which ITOCHU and/or its Affiliates are a party as duly cross receipt executed by ITOCHU SYI, SYUK and such Affiliates; and (iii) the Purchase Price in accordance with Section 2.2Stockholders.

Deliveries at Closing. (a) At the Closing: , Independent Fiduciary will, pursuant to the Plan Trustee Direction Letter, irrevocably direct Plan Trustee to deliver to Insurer, (a) Dole with a copy to Company), the [ * * * ] and Xxxx of Sale, each duly executed by Plan Trustee, and to transfer the Closing Date Cash Amount and Independent Fiduciary will deliver deliver, or cause to be delivered delivered, to ITOCHU, (i) original stock certificates representing all of the DAL Shares Insurer and evidence of ownership representing all of the DPF Interests, in each case endorsed in blank or accompanied by share powers duly endorsed in blank, or accompanied by other duly executed instruments of transfer; (ii) the Lien Releases required pursuant to Section 5.4; (iii) Company a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, duly executed by an authorized officer of Independent Fiduciary certifying as to the effect that each satisfaction of the conditions specified in Sections 7.1(a8.1(a), 8.1(b), 8.2(a) and 8.2(b), in each case, as to Independent Fiduciary. (b) At the Closing, Insurer will deliver to Company (and with respect to item (cii) is satisfiedwill also deliver to Independent Fiduciary) the following duly executed documents and other items: (i) The Group Annuity Contracts (including all exhibits and attachments thereto), duly executed by Insurer; (ivii) the Brand Agreement, the Transition Services Agreement, the Supply Agreement, the Occupancy Agreement, the Ship Usage Agreement, the Patent License Agreement and the other Transaction Documents, as duly executed by Dole and the other parties thereto (other than ITOCHU and its Affiliates); (v) copies of the articles of incorporation or similar organizational document of DAL and DPF certified as of a date not more than ten (10) days prior to the Closing by the Secretary of State (or comparable officer) of the applicable entity’s jurisdiction of formation; (vi) a A certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, duly executed by an authorized officer of Insurer certifying that (a) as to the organizational documents satisfaction of DAL and DPF provided by Dole pursuant to Section 2.4(vthe conditions specified in Sections 8.1(a), 8.1(b) and (b) any resolutions of the board of directors or other authorizing body (or a duly authorized committee thereof) of DAL and DPF authorizing the transactions contemplated hereby are true and correct and 8.3(a), in full force and effecteach case, as to Insurer; (viiiii) a certificate of non-foreign status from Dole in compliance with Section 1.1445-2(b)(2) of the Treasury RegulationsThe [ * * * ], duly executed by Insurer; and (viiiiv) a certificate in accordance with Treasury Regulations 1.1445-2(c)The Xxxx of Sale, to the effect that the DAL Shares are not “United States real property interests” and that DAL is not and was not a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the period specified in Section 897(c)(1)(A)(ii) of the Codeduly executed by Insurer. (bc) ITOCHU At the Closing, Company will deliver to DoleInsurer (and with respect to item (ii) will also deliver to Independent Fiduciary, and with respect to the other items below, with a copy to Independent Fiduciary) the following duly executed documents: (i) a The Group Annuity Contracts (including all exhibits and attachments thereto), duly executed by Company; and (ii) A certificate, in form and substance reasonably satisfactory to Dole, signed by an officer of ITOCHU and dated as of the Closing Date, duly executed by an authorized officer of Company certifying as to the effect that each satisfaction of the conditions specified in Sections 7.2(aSection 8.2(a), 8.2(b) and (b) is satisfied; (ii) 8.3(a), in each of the Transaction Documents case, as to which ITOCHU and/or its Affiliates are a party as duly executed by ITOCHU and such Affiliates; and (iii) the Purchase Price in accordance with Section 2.2Company.

Deliveries at Closing. (a) At the Closing, the Selling Parties shall make the following deliveries to Buyer: (a) Dole will deliver or cause to be delivered to ITOCHU, (i) original stock certificates XXX shall deliver to Buyer: (1) a duly executed xxxx of sale, in substantially the form attached hereto as Exhibit 1.2(a)(i), transferring the XXX New LLC Interests (the "XXX XXXX OF SALE"); (i) a duly executed certificate, countersigned by the Transfer Agent (as defined below), representing all 757,193 Common Units in the name of the DAL Shares Buyer (or an Affiliate designated in writing), (ii) a copy of a letter from XXX, addressed to and evidence acknowledged by the Bank of ownership New York, as the transfer agent and registrar with respect to the Common Units (the "TRANSFER AGENT"), instructing such Transfer Agent to cancel the certificate(s) representing all the XXX Common Units and to reissue a new certificate representing 757,193 Common Units in the name of the DPF Interests, Buyer (or an Affiliate designated in each case endorsed in blank or accompanied by share powers duly endorsed in blank, or accompanied by other writing) and (iii) a copy of the cancelled certificate(s) representing the XXX Common Units; (i) a duly executed instruments certificate, countersigned by the transfer agent therefor, representing 4,589,193 Subordinated Units in the name of transferthe Buyer (or an Affiliate designated in writing), (ii) a copy of a letter from XXX, addressed to and acknowledged by the New Company, as the general partner of the Partnership and the transfer agent and registrar with respect to the Subordinated Units, instructing the New Company to cancel the certificate(s) representing the XXX Subordinated Units and to reissue a new certificate representing 4,589,193 Subordinated Units in the name of the Buyer (or an Affiliate designated in writing) and (iii) a copy of the cancelled certificate(s) representing the XXX Subordinated Units; (ii) WNGL shall deliver to Buyer: (1) a duly executed xxxx of sale, in substantially the Lien Releases required pursuant form attached hereto as Exhibit 1.2(a)(ii), transferring the WNGL New LLC Interests (the "WNGL XXXX OF SALE," and with the XXX Xxxx of Sale, the "BILLS OF SALE"); (2) (i) a duly executed certificate, countersigned by the Transfer Agent, representing 322,501 Common Units in the name of the Buyer (or an Affiliate designated in writing), (ii) a copy of a letter from WNGL, addressed to and acknowledged by the Transfer Agent, instructing the Transfer Agent to cancel the certificate(s) representing the WNGL Common Units and to reissue a new certificate representing 322,501 Common Units in the name of the Buyer (or an Affiliate designated in writing) and (iii) a copy of the cancelled certificate(s) representing the WNGL Common Units; (i) a duly executed certificate, countersigned by the transfer agent therefor, representing 1,090,501 Subordinated Units in the name of the Buyer (or an Affiliate designated in writing), (ii) a copy of a letter from WNGL, addressed to and acknowledged by the New Company, as the general partner of the Partnership and the transfer agent and registrar with respect to the Subordinated Units, instructing the New Company to cancel the certificate(s) representing the WNGL Subordinated Units and to reissue a new certificate representing 1,090,501 Subordinated Units in the name of the Buyer (or an Affiliate designated in writing) and (iii) a copy of the cancelled certificate(s) representing the WNGL Subordinated Units; (iii) the Old Company shall deliver to Buyer: (1) a duly executed certificate, countersigned by the transfer agent therefor, representing 7,830,924 Class B Common Units in the name of the Buyer (or an Affiliate designated in writing), (2) a copy of a letter from the Old Company, addressed to and acknowledged by the New Company, as the general partner of the Partnership and the transfer agent and registrar with respect to the Class B Common Units, instructing the New Company to cancel the certificate(s) representing 7,830,924 Class B Common Units in the name of the Old Company and to reissue a new certificate representing 7,830,924 Class B Common Units in the name of the Buyer (or an Affiliate designated in writing) and (3) a copy of the cancelled certificate(s) in the name of the Old Company; (iv) XXX and WNGL shall together deliver to Buyer: (1) a duly executed copy of the New Omnibus Agreement, in substantially the form attached hereto as Exhibit 1.2(a)(iv)(1); (2) a duly executed copy of the Transition Services Agreement, in substantially the form attached hereto as Exhibit 1.2(a)(iv)(2); (3) a duly executed copy of the ATLAS Assignment, Contribution and License Agreement, in substantially the form attached hereto as Exhibit 1.2(a)(iv)(3); and (4) a duly executed copy of a Services Agreement between Buyer and the Selling Parties, in form and substance to be mutually agreed on by the parties, reflecting the terms on the term sheet attached as Exhibit 1.2(a)(iv)(4). (b) At the Closing, Buyer shall make the following deliveries to the Selling Parties (or the New Company as specified in clause (ii) below): (i) payment of the First Payment of the Purchase Price, as provided in Section 5.41.3 below; (ii) one or more transfer applications in respect of the Common Units, Class B Common Units and Subordinated Units to be acquired by it, in the form specified in the Partnership Agreement, seeking admission to the Partnership as a substitute limited partner (the "UNIT TRANSFER APPLICATION(s)"); (iii) a certificateduly executed copy of the New Omnibus Agreement, in substantially the form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated attached hereto as of the Closing Date, to the effect that each of the conditions specified in Sections 7.1(aExhibit 1.2(a)(iv)(1), (b) and (c) is satisfied; (iv) the Brand Agreement, a duly executed copy of the Transition Services Agreement, in substantially the Supply Agreement, the Occupancy Agreement, the Ship Usage Agreement, the Patent License Agreement and the other Transaction Documents, form attached hereto as duly executed by Dole and the other parties thereto (other than ITOCHU and its AffiliatesExhibit 1.2(a)(iv)(2); (v) copies a duly executed copy of the articles of incorporation or similar organizational document of DAL ATLAS Assignment, Contribution and DPF certified License Agreement, in substantially the form attached hereto as of a date not more than ten (10) days prior to the Closing by the Secretary of State (or comparable officer) of the applicable entity’s jurisdiction of formation;Exhibit 1.2(a)(iv)(3); and (vi) a certificateduly executed copy of a Services Agreement between Buyer and the Selling Parties, in form and substance reasonably satisfactory to ITOCHUbe mutually agreed on by the parties, signed by an officer of Dole and dated reflecting the terms on the term sheet attached as of the Closing Date, certifying that (a) the organizational documents of DAL and DPF provided by Dole pursuant to Section 2.4(vExhibit 1.2(a)(iv)(4), and (b) any resolutions of the board of directors or other authorizing body (or a duly authorized committee thereof) of DAL and DPF authorizing the transactions contemplated hereby are true and correct and in full force and effect; (vii) a certificate of non-foreign status from Dole in compliance with Section 1.1445-2(b)(2) of the Treasury Regulations; and (viii) a certificate in accordance with Treasury Regulations 1.1445-2(c), to the effect that the DAL Shares are not “United States real property interests” and that DAL is not and was not a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the period specified in Section 897(c)(1)(A)(ii) of the Code. (b) ITOCHU will deliver to Dole: (i) a certificate, in form and substance reasonably satisfactory to Dole, signed by an officer of ITOCHU and dated as of the Closing Date, to the effect that each of the conditions specified in Sections 7.2(a) and (b) is satisfied; (ii) each of the Transaction Documents to which ITOCHU and/or its Affiliates are a party as duly executed by ITOCHU and such Affiliates; and (iii) the Purchase Price in accordance with Section 2.2.

Deliveries at Closing. (a) At the Closing: (a) Dole will , the Company shall deliver or cause to be delivered to ITOCHU,Parent the following: (i) original stock certificates representing all a duly executed certificate from an authorized Person of the DAL Shares and evidence of ownership representing all of Company in the DPF Interestsform attached hereto as Exhibit C, in each case endorsed in blank or accompanied by share powers duly endorsed in blank, or accompanied by other duly executed instruments of transfer; (ii) the Lien Releases required pursuant to Section 5.4; (iii) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, to the effect that each of the conditions specified in Sections 7.1(a), (b) and (c) is satisfied; (iv) the Brand Agreement, the Transition Services Agreement, the Supply Agreement, the Occupancy Agreement, the Ship Usage Agreement, the Patent License Agreement and the other Transaction Documents, as duly executed by Dole and the other parties thereto (other than ITOCHU and its Affiliates); (v) copies of the articles of incorporation or similar organizational document of DAL and DPF certified as of a date not more than ten (10) days prior to the Closing by the Secretary of State (or comparable officer) of the applicable entity’s jurisdiction of formation; (vi) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, certifying that the conditions set forth in Section 12.2(a) and Section 12.2(b) have been satisfied; (aii) the organizational documents of DAL and DPF provided by Dole if required pursuant to Section 2.4(v9.12, counterparts of the Novation Agreement with respect to each Existing Hedge Contract and Specified Hedge Contract, duly executed by the Company; (iii) on behalf of each Holder, either (A) an executed certificate from such Holder, which satisfies the requirements set forth in Treasury Regulations Sections 1.1445-2 and 1.1446(f)-2(b)(2), attesting that such Holder (or its regarded owner, if Holder is an entity disregarded as separate from its owner) is not a “foreign person” for U.S. federal income Tax purposes, or (B) a duly executed W-9 of such Holder; (iv) the Registration Rights Agreement in the form of Exhibit A (the “Registration Rights Agreement”), duly executed by each Holder specifically contemplated in the Registration Rights Agreement; (v) resignations of, and (b) any resolutions releases from, each of the board individuals who serves as an officer or manager of directors or other authorizing body a Target Group Member, in each case, in the form of Exhibit E; (or a vi) the Closing Statement, duly authorized committee thereof) of DAL and DPF authorizing executed by the transactions contemplated hereby are true and correct and in full force and effectCompany; (vii) a certificate all consents, bank signatory cards or other approvals necessary in order to (i) permit any Persons specified by Parent in writing to the Company not later than ten (10) Business Days prior to Closing to control, immediately following the Closing, the Bank Accounts, and (ii) remove the authority or approval of non-foreign status from Dole in compliance with Section 1.1445-2(b)(2all signatories thereto (unless Parent directs the Company to allow any of such signatories to remain authorized to sign for the Bank Accounts) to control or access, immediately following the Closing and thereafter, the Bank Accounts; (viii) duly executed, acknowledged and recordable releases of (1) all Liens that encumber the Company Units or the Subsidiary Interests, except for Liens arising under the Company LLC Agreement and transfer restrictions arising under applicable securities laws, and (2) of all other Liens securing indebtedness for borrowed money by the Treasury RegulationsCompany or any Target Group Member that encumber the Oil & Gas Assets, except, in the case of clause (2); for Permitted Encumbrances; (ix) a signature page to the Escrow Agreement duly executed by each of the Company and the Unitholder Representative; and (viiix) a certificate in accordance Termination Agreement with Treasury Regulations 1.1445-2(crespect to all Affiliate Arrangements (other than those set forth on Schedule 9.9), to substantially in the effect that the DAL Shares are not “United States real property interests” and that DAL is not and was not a “United States real property holding corporation” (form attached hereto as defined in Section 897(c)(2) of the Code) during the period specified in Section 897(c)(1)(A)(ii) of the Code.Exhibit F. (b) ITOCHU will deliver to DoleAt the Closing, Parent shall: (i) deliver to the Company a certificate, in form and substance reasonably satisfactory to Dole, signed by duly executed certificate from an officer of ITOCHU and Parent in the form attached hereto as Exhibit B, dated as of the Closing Date, to the effect certifying that each of the conditions specified set forth in Sections 7.2(aSection 12.3(a) and (bSection 12.3(b) is have been satisfied; (ii) direct the Paying Agent to deliver (A) by wire transfer of immediately available funds the Closing Cash Amount, (B) the Closing Stock Amount, and (C) by wire transfer of immediately available funds the Unitholder Representative Expense Amount to the Unitholder Representative, in each case in accordance with the Payment Schedule; (iii) deliver to the Escrow Agent a number of shares of Parent Common Stock equal to (x) the Defect Escrow Amount divided by the Reference Price for deposit to the Defect Escrow Account, plus (y) the Section 2.9 Holdback Amount divided by the Reference Price for deposit to the Closing Statement Escrow Account; (iv) deliver to the Escrow Agent by wire transfer of immediately available funds the SC Escrow Amount for deposit to the SC Escrow Account. (v) deliver to the Company by wire transfer of immediately available funds an amount in cash equal to the amount of the Transaction Documents Permitted Indebtedness Amount immediately prior to the Closing, which ITOCHU and/or its Affiliates are the Company shall utilize in accordance with Section 9.27; (vi) deliver to the Company evidence reasonably satisfactory to the Company that Parent shall have (A) filed a party as supplemental listing application with the NYSE with respect to the issuance of the Per Unit Stock Consideration and (B) the shares of Parent Common Stock have been approved and authorized for listing on the NYSE; (vii) if required under Section 9.12, deliver to the Company counterparts of the Novation Agreement with respect to each Existing Hedge Contract and Specified Hedge Contract, duly executed by ITOCHU and such AffiliatesParent; (viii) deliver to the Company the Closing Statement, duly executed by Parent; provided that the execution of the Closing Statement shall not constitute agreement or consent to the amounts set forth therein if there shall be any unresolved disputes from the Notice of Disagreement, if any; (ix) deliver to the Company the Registration Rights Agreement, duly executed by Parent; and (iiix) deliver to the Purchase Price in accordance with Section 2.2Company duly executed signature page from Parent of the Escrow Agreement.

Deliveries at Closing. (a) At the Closing: (a) Dole , the Stockholders will deliver or cause to be delivered to ITOCHU,Buyer the following: (i) original the stock certificates representing all of the DAL Shares and evidence of ownership representing all of the DPF Interests, in each case endorsed in blank or accompanied by share powers duly endorsed in blank, or accompanied by other duly executed instruments accordance with Section 1.01 of transferthis Agreement; (ii) the Lien Releases executed copies of all consents required pursuant to Section 5.4be set forth in Schedule 3.07; (iii) a certificatethe Escrow Agreement, in form and substance reasonably satisfactory to ITOCHU, signed executed by an officer of Dole and dated as of the Closing Date, to the effect that each of the conditions specified in Sections 7.1(a), (b) and (c) is satisfiedStockholders; (iv) an Employment Agreement in the Brand form of Exhibit B hereto (the “Employment Agreement” and collectively with the Escrow Agreement, the Transition Services Agreement“Ancillary Agreements"), the Supply Agreement, the Occupancy Agreement, the Ship Usage Agreement, the Patent License Agreement and the other Transaction Documents, as duly executed by Dole and Rxx X. Xxxx, providing for two months of transition services by Mx. Xxxx to the other parties thereto (other than ITOCHU and its Affiliates)Buyer; (v) copies certificates of good standing of the articles of incorporation or similar organizational document of DAL Company and DPF certified any Subsidiary, dated as of a date not more than ten (10) days prior to the Closing by recent date, from the Secretary of State (or comparable officer) of the applicable entity’s jurisdiction State of formationDelaware, the Secretary of State of the State of California (with respect to the Company only) and the California Franchise Tax Board (with respect to the Company only); (vi) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as certificate of the Closing Date, certifying that (a) the organizational documents of DAL and DPF provided by Dole pursuant to Section 2.4(v), and (b) any resolutions Secretary of the board Company attesting to the incumbency of directors or other authorizing body (or a duly authorized committee thereof) the Company’s officers, the authenticity of DAL and DPF the resolutions authorizing the transactions contemplated hereby are true by this Agreement, and correct the authenticity and in full force and effectcontinuing validity of the Organizational Documents delivered to the Buyer; (vii) a certificate written resignations of non-foreign status from Dole in compliance with Section 1.1445-2(b)(2) all members of the Treasury RegulationsCompany’s Board of Directors; and (viii) a certificate in accordance with Treasury Regulations 1.1445-2(ccross receipt executed by the Buyer and the Stockholders (the “Cross Receipt"), to the effect that the DAL Shares are not “United States real property interests” and that DAL is not and was not a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the period specified in Section 897(c)(1)(A)(ii) of the Code. (b) ITOCHU At the Closing, Buyer will deliver or cause to Dole:be delivered to the Stockholders the following (collectively, the “Buyer Deliverables"): (i) a certificate, in form and substance reasonably satisfactory to Dole, signed by an officer evidence of ITOCHU and dated as deposit with the Escrow Agent of the Closing Date, to the effect that each of the conditions specified in Sections 7.2(a) and (b) is satisfiedEscrowed Funds; (ii) each the Closing Payment, paid in accordance with Schedule I; (iii) executed copies of all consents, approvals and authorizations set forth in Schedule 4.03; (iv) the Transaction Documents to which ITOCHU and/or its Affiliates are a party as duly Escrow Agreement, executed by ITOCHU the Buyer and such Affiliatesthe Escrow Agent; and (iiiv) the Purchase Price in accordance with Section 2.2Employment Agreement, executed by the Buyer.

Deliveries at Closing. (a) At the Closing: (a) Dole , the Independent Fiduciary will deliver deliver, or cause to be delivered delivered, to ITOCHU,the Insurer (with a copy to the Company) the following duly executed documents and other items: (i) original stock certificates representing the Group Annuity Contract (including all of the DAL Shares exhibits and evidence of ownership representing all of the DPF Interestsattachments thereto), in each case endorsed in blank or accompanied by share powers duly endorsed in blank, or accompanied by other duly executed instruments of transferby the Plan Trustee; (ii) the Lien Releases required pursuant to Section 5.4; (iii) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, duly executed by an authorized officer of the Independent Fiduciary certifying as to the effect that each satisfaction of the conditions specified in Sections 7.1(a8.01(a), (b8.01(b), 8.03(a) and 8.03(b), in each case as to the Independent Fiduciary; (ciii) is satisfiedan [ *** ], [ *** ] the account holding the [ *** ] to the Insurer, in substantially the form set forth on Schedule 2.03(a)-1 (the “[ *** ]”), executed by the Plan Trustee; (iv) the Brand AgreementXxxx of Sale, the Transition Services Agreement, the Supply Agreement, the Occupancy Agreement, the Ship Usage Agreement, the Patent License Agreement and the other Transaction Documents, as duly executed by Dole and the other parties thereto (other than ITOCHU and its Affiliates);Plan Trustee; and (v) copies of the articles of incorporation plan trustee direction letter, in substantially the form set forth on Schedule 2.03(a)-2. (b) At the Closing, the Insurer will deliver, or similar organizational document of DAL and DPF certified as of a date not more than ten cause to be delivered, (101) days prior to the Closing Plan Trustee, the Group Annuity Contract (including all exhibits and attachments thereto), duly executed by the Secretary of State Insurer, and (or comparable officer2) of to the applicable entity’s jurisdiction of formation;Independent Fiduciary (with a copy to the Company), the following duly executed documents and other items: [***] Confidential Treatment Requested Confidential portion omitted and filed separately with the Commission (vii) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, duly executed by an authorized officer of the Insurer certifying that (a) as to the organizational documents satisfaction of DAL and DPF provided by Dole pursuant to Section 2.4(vthe conditions specified in Sections 8.01(a), 8.01(b), 8.02(a) and (b) any resolutions of 8.02(b), in each case as to the board of directors or other authorizing body (or a duly authorized committee thereof) of DAL and DPF authorizing the transactions contemplated hereby are true and correct and in full force and effect; (vii) a certificate of non-foreign status from Dole in compliance with Section 1.1445-2(b)(2) of the Treasury RegulationsInsurer; and (viiiii) a certificate in accordance with Treasury Regulations 1.1445-2(c)the Xxxx of Sale, to duly executed by the effect that the DAL Shares are not “United States real property interests” and that DAL is not and was not a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the period specified in Section 897(c)(1)(A)(ii) of the CodeInsurer. (bc) ITOCHU At the Closing, the Company will deliver to Dole: (i) the Independent Fiduciary and the Insurer a certificate, in form and substance reasonably satisfactory to Dole, signed by an officer of ITOCHU and dated as of the Closing Date, duly executed by an authorized officer of the Company certifying as to the effect that each satisfaction of the conditions specified in Sections 7.2(a8.01(a), 8.01(b), 8.03(a) and (b) is satisfied; (ii) 8.03(b), in each of case as to the Transaction Documents to which ITOCHU and/or its Affiliates are a party as duly executed by ITOCHU and such Affiliates; and (iii) the Purchase Price in accordance with Section 2.2Company.

Deliveries at Closing. (a) At the Closing: (a) Dole will deliver , Seller shall deliver, or cause caused to be delivered delivered, to ITOCHU,Buyer the following items, each (where applicable) properly executed: (i) original stock certificates representing all a certificate, dated as of the DAL Shares Closing Date, executed by the corporate secretary of Seller, in form and evidence substance reasonably satisfactory to Buyer, certifying as to (X) the organizational documents of ownership representing all Seller, (Y) the approval of the DPF Interestsboard of directors and stockholders of Seller approving the transactions contemplated by the Transaction Documents, in each case endorsed in blank or accompanied by share powers duly endorsed in blankand (Z) the incumbency, or accompanied by other duly executed instruments signature and authority of transferthe officers of Seller authorized to execute and perform the Transaction Documents; (ii) a certificate, dated as of the Closing Date, executed by an authorized officer of Seller, in form and substance satisfactory to Buyer, certifying as to the fulfillment of the matters referred to in Sections 5.1(a), (b) and (c); (iii) a statement, dated as of the Closing Date, in the form set forth in Treasury Regulation § 1.1445-2(b)(2) and made under penalties of perjury by Seller, that (among other things) Seller is not a foreign Person; (iv) executed bills of sale, instruments of assignment, certificates of title documents, deeds and other conveyance documents reasonably requested by and in form and substance reasonably satisfactory to Buyer, transferring to Buyer all of Seller’s right, title and interest in and to the Assets, including the Xxxx of Sale in the form of EXHIBIT A hereto, executed by Seller; (v) the Escrow Agreement in the form of EXHIBIT B hereto; (vi) the Noncompetition Agreement in the form of EXHIBIT C hereto; (vii) the Transition Services Agreement in the form of EXHIBIT D hereto; (viii) a legal opinion, dated the Closing Date, of Climaco, Wilcox, Peca, Xxxxxxxxx & Xxxxxxxx Co., L.P.A. reasonably satisfactory in form and substance to Buyer and containing the opinions set forth in EXHIBIT E; (ix) all Required Consents other than the Delayed Required Consents (each of which Delayed Required Consents is set forth on Schedule 2.4(a)(ix)); (x) a price quote from Seller or the appropriate debtholder for the costs of acquiring the Equipment; (xi) a termination agreement by and between Seller and DePuy Spine, Inc. terminating the Collaborative Agreement in a form reasonably acceptable to Seller and Buyer, which termination agreement shall include the assignment to Axial of all of DePuy Spine, Inc.’s, DePuy, Inc.’s and Xxxxxxx & Johnson’s right, title and interest in and to the DePuy Assets (the “DePuy Termination Agreement”); (xii) a termination agreement by and between Seller and Bioventus terminating the Xxxxx & Nephew Co-Marketing Agreement and the Xxxxx & Nephew Option Agreement, in a form reasonably acceptable to Seller and Buyer (the “Xxxxx & Nephew Termination Agreement”); (xiii) a termination agreement by and between Seller and Affiliated Genetics, Inc. terminating the AGI Agreement in a form reasonably acceptable to Seller and Buyer (the “AGI Termination Agreement”); (xiv) All payoff letters, Uniform Commercial Code termination statements, assignments and Lien releases and other instruments and documents, executed by each respective secured party (and countersigned by Seller, if applicable) in form reasonably acceptable to Buyer and suitable for recording, terminating and releasing all Liens and all financing statements filed of record in any jurisdiction and evidencing any security interest in any of the Assets, except for the releases set forth on Schedule 2.4(a)(xiv) (such excepted releases, the “Deferred Releases”); (xv) Copies of all Deferred Releases required pursuant delivered to the Escrow Agent; (xvi) (X) an audited balance sheet, income statement and statement of cash flows of Seller as of, and for each of the years ended, December 31, 2010 and December 31, 2011, in each case prepared in accordance with GAAP (collectively, the “Audited Financial Statements”), and (Y) an unaudited balance sheet, income statement and statement of cash flows of Seller as of, and for the six (6) month period ended, June 30, 2012 and an unaudited income statement and statement of cash flows of Seller as of, and for the six (6) month period ended, June 30, 2011, in each case prepared in accordance with GAAP (collectively, the “June Financial Statements”); (xvii) a consent, executed by Seller’s independent registered accounting firm (the “Auditor”) in form reasonably acceptable to Buyer, permitting Buyer to include the Auditor’s executed audit reports for the Audited Financial Statements, in Buyer’s filings with the SEC (the “Consent”); and (xviii) a counterpart signature page to an Equipment Lease Agreement between Seller and Buyer substantially in the form of EXHIBIT F hereto, subject to approval by Oxford Finance. (b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller the following items, each (where applicable) properly executed: (i) the Closing Consideration, paid in accordance with Section 5.42.1(c); (ii) a certificate, dated as of the Closing Date, executed by the corporate secretary of Buyer, in form and substance reasonably satisfactory to Seller, certifying as to (X) the approval of the board of directors of Buyer approving the transactions contemplated by the Transaction Documents, and (Y) the incumbency, signature and authority of the officers of Buyer authorized to execute and perform the Transaction Documents; (iii) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, to the effect that each of the conditions specified in Sections 7.1(a), (b) and (c) is satisfied; (iv) the Brand Agreement, the Transition Services Agreement, the Supply Agreement, the Occupancy Agreement, the Ship Usage Agreement, the Patent License Agreement and the other Transaction Documents, as duly executed by Dole and the other parties thereto (other than ITOCHU and its Affiliates); (v) copies an authorized officer of the articles of incorporation or similar organizational document of DAL and DPF certified as of a date not more than ten (10) days prior to the Closing by the Secretary of State (or comparable officer) of the applicable entity’s jurisdiction of formation; (vi) a certificateBuyer, in form and substance reasonably satisfactory to ITOCHUSeller, signed by an officer of Dole and dated as certifying fulfillment of the Closing Date, certifying that (a) the organizational documents of DAL and DPF provided by Dole pursuant matters referred to Section 2.4(v), and (b) any resolutions of the board of directors or other authorizing body (or a duly authorized committee thereof) of DAL and DPF authorizing the transactions contemplated hereby are true and correct and in full force and effect; (vii) a certificate of non-foreign status from Dole in compliance with Section 1.1445-2(b)(2) of the Treasury Regulations; and (viii) a certificate in accordance with Treasury Regulations 1.1445-2(c), to the effect that the DAL Shares are not “United States real property interests” and that DAL is not and was not a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the period specified in Section 897(c)(1)(A)(ii) of the Code. (b) ITOCHU will deliver to Dole: (i) a certificate, in form and substance reasonably satisfactory to Dole, signed by an officer of ITOCHU and dated as of the Closing Date, to the effect that each of the conditions specified in Sections 7.2(a5.2(a) and (b) is satisfied;); and 16 (iiiv) counterpart signature pages to the documents referenced in Section 2.4(a)(v), (vi), (vii) and (xviii). (c) At the Closing, the Escrow Agent shall have received all Deferred Releases, executed by each respective secured party in form reasonably acceptable to Buyer and suitable for recording, terminating and releasing all Liens and all financing statements filed of record in any jurisdiction and evidencing any security interest in any of the Transaction Documents to which ITOCHU and/or its Affiliates are a party as duly executed by ITOCHU and such Affiliates; andAssets. (iiid) In connection with and following the Purchase Price in accordance with Section 2.2Closing, Buyer and Seller shall execute and deliver to each other such other documents and agreements as may be reasonably necessary and desirable to consummate the transactions contemplated hereby.

Deliveries at Closing. (a) At the Closing: (a) Dole , Seller will deliver or cause to be delivered to ITOCHU, Buyer the following duly executed documents and other items: (i) original stock certificates representing all a Xxxx of Sale substantially in the DAL Shares and evidence form of ownership representing all Exhibit C hereto (the “Xxxx of the DPF Interests, in each case endorsed in blank or accompanied by share powers duly endorsed in blank, or accompanied by other duly executed instruments of transfer; Sale”); (ii) the Lien Releases required pursuant to Section 5.4; (iii) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, officer’s certificate to the effect that each of the conditions specified in Sections ‎Section 7.1(a), (b) and (c‎Section 7.1(a) is satisfied; ; (iii) the receipt of all third party consents and notices to or from third parties that are required to be delivered or obtained pursuant to ‎Section 7.1(c) and delivered by Seller; (iv) the Brand Employment Agreement, the Transition Services Agreement, the Supply Agreement, the Occupancy Agreement, the Ship Usage Agreement, the Patent License Agreement and the other Transaction Documents, as duly executed by Dole and the other parties thereto (other than ITOCHU and its Affiliates); ; (v) copies an officer’s certificate of Seller enclosing a copy of the articles certificate of incorporation or similar organizational document of DAL Seller, the by-laws of Seller, resolutions of Seller’s board of directors approving the transactions contemplated by this Agreement and DPF certified a certification as of a date not more than ten (10) days prior to the Closing by the Secretary of State (or comparable officer) incumbency of the applicable entity’s jurisdiction officers of formation; Seller executing and delivering this Agreement; (vi) a certificate, the opinion of counsel for Seller substantially in the form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of Exhibit D hereto (the Closing Date, certifying that (a) the organizational documents of DAL and DPF provided by Dole pursuant to Section 2.4(v“Legal Opinion”), and (b) any resolutions of the board of directors or other authorizing body (or a duly authorized committee thereof) of DAL and DPF authorizing the transactions contemplated hereby are true and correct and in full force and effect; ; (vii) a certificate of non-foreign status from Dole in compliance with Section 1.1445-2(b)(2) of the Treasury RegulationsInvention Agreements/Assignments; and and (viii) a certificate in accordance with Treasury Regulations 1.1445-2(c), the actual possession of or unfettered access to the effect that the DAL Shares are not “United States real property interests” and that DAL is not and was not a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the period specified in Section 897(c)(1)(A)(ii) of the Code.Acquired Assets. 10 (b) ITOCHU At the Closing, Buyer and Atlas will deliver to Dole: Seller the following duly executed documents and other items: (i) a certificate, in form and substance reasonably satisfactory to Dole, signed by the Employment Agreement; (ii) the Security Agreement; (iii) an officer of ITOCHU and dated as of the Closing Date, officer’s certificate to the effect that each of the conditions specified in Sections ‎Section 7.2(a) and ‎Section 7.2(b) are satisfied; (b) is satisfied; (ii) each of the Transaction Documents to which ITOCHU and/or its Affiliates are a party as duly executed by ITOCHU and such Affiliates; and (iiiiv) the Purchase Price in accordance with Section 2.2Cash Payment; (v) the Note; and (vi) the Shares.

Deliveries at Closing. (a) At the Closing: , Independent Fiduciary will, pursuant to Plan Trustee Direction Letter, irrevocably direct Plan Trustee to deliver to Insurer (awith a copy to Company) Dole the [ * * * ] and Xxxx of Sale, each duly executed by Plan Trustee, and Independent Fiduciary will deliver deliver, or cause to be delivered delivered, to ITOCHU, (i) original stock certificates representing all of the DAL Shares Insurer and evidence of ownership representing all of the DPF Interests, in each case endorsed in blank or accompanied by share powers duly endorsed in blank, or accompanied by other duly executed instruments of transfer; (ii) the Lien Releases required pursuant to Section 5.4; (iii) Company a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, duly executed by an authorized officer of Independent Fiduciary certifying as to the effect that each satisfaction of the conditions specified in Sections 7.1(a8.1(a), 8.1(b), 8.2(a) and 8.2(b), in each case, as to Independent Fiduciary. (b) At the Closing, Insurer will deliver to Company (and with respect to item (cii) is satisfiedwill also deliver to Independent Fiduciary) the following duly executed documents and other items: (i) The Group Annuity Contract (including all exhibits and attachments thereto), duly executed by Insurer; (ivii) the Brand Agreement, the Transition Services Agreement, the Supply Agreement, the Occupancy Agreement, the Ship Usage Agreement, the Patent License Agreement and the other Transaction Documents, as duly executed by Dole and the other parties thereto (other than ITOCHU and its Affiliates); (v) copies of the articles of incorporation or similar organizational document of DAL and DPF certified as of a date not more than ten (10) days prior to the Closing by the Secretary of State (or comparable officer) of the applicable entity’s jurisdiction of formation; (vi) a A certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, duly executed by an authorized officer of Insurer certifying that (a) as to the organizational documents satisfaction of DAL and DPF provided by Dole pursuant to Section 2.4(vthe conditions specified in Sections 8.1(a), 8.1(b) and (b) any resolutions of the board of directors or other authorizing body (or a duly authorized committee thereof) of DAL and DPF authorizing the transactions contemplated hereby are true and correct and 8.3(a), in full force and effecteach case, as to Insurer; (viiiii) a certificate of non-foreign status from Dole in compliance with Section 1.1445-2(b)(2) of the Treasury RegulationsThe [ * * * ], duly executed by Insurer; and (viiiiv) a certificate in accordance with Treasury Regulations 1.1445-2(c)The Xxxx of Sale, to the effect that the DAL Shares are not “United States real property interests” and that DAL is not and was not a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the period specified in Section 897(c)(1)(A)(ii) of the Codeduly executed by Insurer. (bc) ITOCHU At the Closing, Company will deliver to DoleInsurer (and with respect to item (ii) will also deliver to Independent Fiduciary, and with respect to the other items below, with a copy to Independent Fiduciary) the following duly executed documents: (i) a The Group Annuity Contract (including all exhibits and attachments thereto), duly executed by Company; and (ii) A certificate, in form and substance reasonably satisfactory to Dole, signed by an officer of ITOCHU and dated as of the Closing Date, duly executed by an authorized officer of Company certifying as to the effect that each satisfaction of the conditions specified in Sections 7.2(a8.2(a), 8.2(b) and (b) is satisfied; (ii) 8.3(a), in each of the Transaction Documents case, as to which ITOCHU and/or its Affiliates are a party as duly executed by ITOCHU and such Affiliates; and (iii) the Purchase Price in accordance with Section 2.2Company.

Deliveries at Closing. At the Closing: (a) Dole will In connection with the sale of the Membership Interest at the Closing, Seller shall deliver or cause to be delivered the following to ITOCHU,Purchaser at the Closing: (i) original stock certificates representing all of an executed receipt for the DAL Shares and evidence of ownership representing all of the DPF Interests, in each case endorsed in blank or accompanied by share powers duly endorsed in blank, or accompanied by other duly executed instruments of transferClosing Date Purchase Price; (ii) the Lien Releases required pursuant to Section 5.4an Assignment of Membership Interest; (iii) copies of the publicly filed organizational documents of the Company, certified as of a certificaterecent date prior to the Closing Date by the Secretary of State of the State of Nevada; (iv) a copy, certified by an officer of the Company, of the operating agreement of the Company; (v) a copy, certified by an officer of Seller, of the resolutions of its Board of Directors and of its sole member, authorizing the execution and delivery of this Agreement and consummation of the transactions contemplated by this Agreement, which resolutions shall be in full force and effect and not revoked; (vi) a duly executed certificate of an officer of Seller pursuant to Section 7.3(c); (vii) a good standing certificate (or its equivalent) for the Company issued by the Secretary of State of the State of Nevada and of such other applicable jurisdictions where the Company is qualified or licensed to do business or own, lease or operate property making such qualification or licensing necessary, dated as of a date within a recent date prior to the Closing Date; (viii) a bring down good standing certificate (or its equivalent), dated as of the Closing Date, of the certificate delivered pursuant to Section 3.2(a)(vii), or a verbal confirmation from the Secretary of State of the applicable jurisdiction on the Closing Date with respect to such good standing; (ix) the original Company membership ledgers and minute books (or their equivalent); (x) duly executed resignations effective as of the Closing Date from such directors, officers and managers of the Company as Seller shall have notified Purchaser in writing not less than one (1) Business Day prior to the Closing Date; (xi) duly executed copies of documentation evidencing the Amendment of Indemnification Contracts; (xii) duly executed copies of documentation evidencing the Termination of Affiliate Contracts; (xiii) evidence in form and substance mutually reasonably satisfactory to Seller and Purchaser that the Release of Guaranties occurs at the Closing; (xiv) an executed counterpart of the Transitional Services Agreement; (xv) duly executed copies of the assignment and/or license agreements as required by Section 6.9(d), including evidence of the filing of all assignments with the United States Patent and Trademark Office, United States Copyright Office and any applicable domain name registries and any other documents executed by Parent or its Affiliates conveying the right to Use the Used Intellectual Property to Purchaser as required hereunder; (xvi) a statement issued by the Seller in a form reasonably satisfactory to Purchaser certifying that the Seller is not a foreign person (within the meaning of Treasury Regulation Section 1.1445-2(b)(2); (xvii) a duly executed counterpart of the Concurrent Use Agreement; and (xviii) all other previously undelivered documents, agreements, instruments, writings and certificates, and such other documents, agreements, instruments, writings and certificates as Purchaser may reasonably request to effect the transactions contemplated by this Agreement, in form and substance reasonably satisfactory to ITOCHUPurchaser. (b) In connection with the purchase of the Membership Interest at the Closing, signed Purchaser shall deliver or cause to be delivered the following to Seller, at the Closing: (i) the Closing Date Purchase Price in immediately available funds by wire transfer to an account designated by Seller or PRMA, as applicable, in writing to Purchaser no less than one (1) Business Day prior to the Closing Date; (ii) a receipt for delivery of the Membership Interest, duly executed by an officer of Dole Purchaser; (iii) a copy of the Articles of Incorporation of Purchaser, certified as of a recent date prior to the Closing Date by the Secretary of State of the State of Nevada; (iv) a copy, certified by an officer of Purchaser, of its bylaws; (v) copies, certified by an officer of Purchaser of the resolutions of Purchaser’s board of directors authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions shall be in full force and effect and not revoked; (vi) a duly executed certificate of an officer of Purchaser pursuant to Section 7.2(c); (vii) a good standing certificate (or its equivalent) of Purchaser issued by the Secretary of State of the State of Nevada, dated as of a recent date prior to the Closing Date; (viii) a bring down good standing certificate (or its equivalent), dated as of the Closing Date, to the effect that each of the conditions specified in Sections 7.1(acertificate delivered pursuant to Section 3.2(b)(vii), (b) and (c) is satisfied; (iv) the Brand Agreement, the Transition Services Agreement, the Supply Agreement, the Occupancy Agreement, the Ship Usage Agreement, the Patent License Agreement and the other Transaction Documents, as duly executed by Dole and the other parties thereto (other than ITOCHU and its Affiliates); (v) copies of the articles of incorporation or similar organizational document of DAL and DPF certified as of a date not more than ten (10) days prior to the Closing by verbal confirmation from the Secretary of State (or comparable officer) of the applicable entity’s jurisdiction State of formationNevada, on the Closing Date with respect to such good standing; (viix) a certificatereceipt for delivery of the books of the Company, duly executed by an officer of Purchaser; (x) an executed counterpart of the Transitional Services Agreement; (xi) evidence reasonably satisfactory to Seller and PRMA that all Gaming Licenses required to be obtained by Purchaser or any of its directors, officers, employees, stockholders and Affiliates in connection with the acquisition of the Membership Interest have been obtained and are in full force and effect; (xii) a duly executed counterpart of the Concurrent Use Agreement; and (xiii) all other previously undelivered documents, agreements, instruments, writings and certificates, and such other documents, agreements, instruments, writings and certificates as Seller may reasonably request to effect the transactions contemplated by this Agreement, in form and substance reasonably satisfactory to ITOCHUSeller. (c) In connection with the sale of the Convenience Store, signed PRMA shall deliver or cause to be delivered to Purchaser: (i) a duly executed Assignment and Assumption of Lease transferring to Purchaser the interest of PRMA in and to the Convenience Store Lease (the “Convenience Store Lease Assignment”); (ii) a duly executed bxxx of sale transferring to Purchaser the Tangible Personal Property, inventory and non-inventory items owned by PRMA and used in the Convenience Store business (the “Convenience Store Bxxx of Sale”); (iii) a duly executed Assignment and Assumption of Contracts transferring to Purchaser all assignable Contracts relating to the Convenience Store, including all Material Convenience Store Contracts (the “Convenience Store Assignment of Contracts”); (iv) a duly executed Assignment and Assumption of Convenience Store Liabilities whereby Purchaser assumes the Convenience Store Liabilities and indemnifies PRMA therefrom (the “Convenience Store Assumption of Liabilities”); (v) a duly executed Assignment and Assumption of Intellectual Property transferring to Purchaser the interest of PRMA in and to the Convenience Store Intellectual Property (the “Convenience Store IP Assignment”); (vi) copies of the publicly filed organizational documents of PRMA, certified as of a recent date prior to the Closing Date by the Secretary of State of the State of Nevada; (vii) copies, certified by an officer of Dole PRMA, of the resolutions of PRMA’s board of directors and stockholder authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions shall be in full force and effect and not revoked; (viii) a duly executed certificate of an officer of PRMA pursuant to Section 7.3(c); (ix) a good standing certificate (or its equivalent) for PRMA issued by the Secretary of State of the State of Nevada and of such other applicable jurisdictions where PRMA is qualified or licensed to do business or own, lease or operate property making such qualification or licensing necessary, dated as of a date within a recent date prior to the Closing Date; (x) a bring down good standing certificates (or its equivalent), dated as of the Closing Date, certifying that (a) of the organizational documents of DAL and DPF provided by Dole certificate delivered pursuant to Section 2.4(v3.2(c)(ix), and (b) any resolutions or a verbal confirmation from the Secretary of State of the board of directors or other authorizing body (or a duly authorized committee thereof) of DAL and DPF authorizing applicable jurisdiction on the transactions contemplated hereby are true and correct and in full force and effect; (vii) a certificate of non-foreign status from Dole in compliance Closing Date with Section 1.1445-2(b)(2) of the Treasury Regulationsrespect to such good standing; and (viiixi) a certificate in accordance with Treasury Regulations 1.1445-2(c)receipt for the Convenience Store Purchase Price, to the effect that the DAL Shares are not “United States real property interests” and that DAL is not and was not a “United States real property holding corporation” (as defined in Section 897(c)(2) duly executed by an officer of the Code) during the period specified in Section 897(c)(1)(A)(ii) of the CodePRMA. (bd) ITOCHU will In connection with the purchase of the Convenience Store, Purchaser shall deliver or cause to Dolebe delivered to PRMA: (i) a certificate, in form and substance reasonably satisfactory to Dole, signed by an officer of ITOCHU and dated as duly executed counterpart of the Closing Date, to the effect that each of the conditions specified in Sections 7.2(a) and (b) is satisfiedConvenience Store Lease Assignment; (ii) each a duly executed counterpart of the Transaction Documents to which ITOCHU and/or its Affiliates are Convenience Store Bxxx of Sale; (iii) a party as duly executed by ITOCHU and such Affiliatescounterpart of the Convenience Store Assignment of Contracts; (iv) a duly executed counterpart of the Convenience Store Assumption of Liabilities; (v) a duly executed counterpart of the Convenience Store IP Assignment; and (iiivi) the Convenience Store Purchase Price Price, in accordance with Section 2.2immediately available funds by wire transfer to an account designated by PRMA in writing to Purchaser no less than one Business Day prior to the Closing Date.

Deliveries at Closing. (a) At the Closing: , the Independent Fiduciary will, pursuant to the Plan Trustee Direction Letter, irrevocably direct the Plan Trustee to deliver to the Insurer, (a) Dole with a copy to the Company), the [ * * * ] and Xxxx of Sale, each duly executed by the Plan Trustee, and the Independent Fiduciary will deliver deliver, or cause to be delivered delivered, to ITOCHU, (i) original stock certificates representing all of the DAL Shares Insurer and evidence of ownership representing all of the DPF Interests, in each case endorsed in blank or accompanied by share powers duly endorsed in blank, or accompanied by other duly executed instruments of transfer; (ii) the Lien Releases required pursuant to Section 5.4; (iii) Company a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, duly executed by an authorized officer of the Independent Fiduciary certifying as to the effect that each satisfaction of the conditions specified in Sections 7.1(aSection 8.01(a), Section 8.01(b), Section 8.02(a) and Section 8.02(b), in each case, as to the Independent Fiduciary. (b) At the Closing, the Insurer will deliver to the Company (and with respect to item (cii) is satisfiedwill also deliver to the Independent Fiduciary) the following duly executed documents and other items: (i) the Group Annuity Contract (including all exhibits and attachments thereto), duly executed by the Insurer; (iv) the Brand Agreement, the Transition Services Agreement, the Supply Agreement, the Occupancy Agreement, the Ship Usage Agreement, the Patent License Agreement and the other Transaction Documents, as duly executed by Dole and the other parties thereto (other than ITOCHU and its Affiliates); (v) copies of the articles of incorporation or similar organizational document of DAL and DPF certified as of a date not more than ten (10) days prior to the Closing by the Secretary of State (or comparable officer) of the applicable entity’s jurisdiction of formation; (viii) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, duly executed by an authorized officer of the Insurer certifying that (a) as to the organizational documents satisfaction of DAL and DPF provided by Dole pursuant to the conditions specified in Section 2.4(v8.01(a), Section 8.01(b) and (b) any resolutions of Section 8.03(a), in each case, as to the board of directors or other authorizing body (or a duly authorized committee thereof) of DAL and DPF authorizing the transactions contemplated hereby are true and correct and in full force and effectInsurer; (viiiii) a certificate the evidence of non-foreign status disposition from Dole in compliance the Texas Department of Insurance with Section 1.1445-2(b)(2respect to the Group Annuity Contract; (iv) of the Treasury Regulations[ * * * ], duly executed by the Insurer; and (viiiv) a certificate in accordance with Treasury Regulations 1.1445-2(c)the Xxxx of Sale, to duly executed by the effect that the DAL Shares are not “United States real property interests” and that DAL is not and was not a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the period specified in Section 897(c)(1)(A)(ii) of the CodeInsurer. (bc) ITOCHU At the Closing, the Company will deliver to Dolethe Insurer (and with respect to item (ii) will also deliver to the Independent Fiduciary, and with respect to the other items below, with a copy to the Independent Fiduciary) the following duly executed documents: (i) the Group Annuity Contract (including all exhibits and attachments thereto), duly executed by the Company; and (ii) a certificate, in form and substance reasonably satisfactory to Dole, signed by an officer of ITOCHU and dated as of the Closing Date, duly executed by an authorized officer of the Company certifying as to the effect that each satisfaction of the conditions specified in Sections 7.2(aSection 8.02(a), Section 8.02(b) and (b) is satisfied; (ii) Section 8.03(a), in each of case, as to the Transaction Documents to which ITOCHU and/or its Affiliates are a party as duly executed by ITOCHU and such Affiliates; and (iii) the Purchase Price in accordance with Section 2.2Company.

Deliveries at Closing. At the Closing: (a) Dole will deliver or cause to be delivered to ITOCHU,At Closing, Vendors shall table the following; (i) original stock certificates representing all assignment agreements in respect of the DAL Shares Partnership interests and evidence of ownership representing all of the DPF Interests, in each case endorsed in blank or accompanied by share powers duly endorsed in blank, or accompanied by other duly executed instruments of transferPartnership Agreement; (ii) a registrable Notice of Amendment to Declarations of Partnership duly executed by the Lien Releases required pursuant to Section 5.4Vendors; (iii) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as the original minute books of the Closing DatePartnership and all books, records, files, reports, data, documents and agreements pertaining to the effect that each of Partnership, including the conditions specified in Sections 7.1(a), (b) Title and (c) is satisfiedOperating Documents but excluding proprietary Information; (iv) the Brand Agreement, the Transition Services Agreement, the Supply Agreement, the Occupancy Agreement, the Ship Usage Agreement, the Patent License Agreement and the other Transaction Documents, as duly executed by Dole and the other parties thereto (other than ITOCHU and its Affiliates);[***] (v) copies of receipt for the articles of incorporation or similar organizational document of DAL and DPF certified as of a date not more than ten (10) days prior to the Closing by the Secretary of State (or comparable officer) of the applicable entity’s jurisdiction of formationPurchase Price; (vi) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer certified copies of Dole and dated as of the Closing Date, certifying that (a) the organizational documents of DAL and DPF provided by Dole pursuant to Section 2.4(v), and (b) any resolutions of the board boards of directors or of Vendors and the Partnership which authorizes the execution and delivery of this Agreement and the completion of the sale of the Partnership Interest and the other authorizing body (or a duly authorized committee thereof) of DAL and DPF authorizing the transactions contemplated hereby are true and correct and in full force and effectby this Agreement; (vii) a certificate of non-foreign status from Dole in compliance with Section 1.1445-2(b)(2) all relevant information and records respecting any bank accounts of the Treasury Regulations; andPartnership; (viii) a certificate in accordance with Treasury Regulations 1.1445-2(c), [***] (ix) [***] (x) [***] (xi) [***] (xii) [***] (xiii) such other documents required to be delivered to the Purchasers by the Vendors at the Closing pursuant to this Agreement including any consents required to effect that the DAL Shares are not “United States real property interests” and that DAL is not and was not a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the period specified in Section 897(c)(1)(A)(ii) of the Codetransactions hereunder. (b) ITOCHU will deliver to Doleat Closing, Purchasers shall table the following: (i) a certificate, in form and substance reasonably satisfactory the Purchase Price payable pursuant to Dole, signed by an officer of ITOCHU and dated as of Section 2.03 less the Closing Date, to the effect that each of the conditions specified in Sections 7.2(a) and (b) is satisfiedDeposit; (ii) each of the Transaction Documents to which ITOCHU and/or its Affiliates are a party as duly executed by ITOCHU and such Affiliates; and[***] (iii) [***] (iv) [***] (v) such other documents required to be delivered to the Purchase Price in accordance with Section 2.2.Vendors by the Purchasers at Closing pursuant to this Agreement, (c) [***]