Common use of Deliveries at the Closing Clause in Contracts

Deliveries at the Closing. At the Closing, (i) the Seller shall deliver to the Buyer the certificate referred to in Section 9(o); (ii) the Seller will, and will cause each applicable Seller Party and, to the extent it has the Legal Right, each Javelina Partnership, to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before the Closing) to which such Seller Party is a party; (iii) the Buyer will, and will cause the applicable Buyer Party to, execute and deliver each Transaction Agreement to which such Buyer Party is a party; (iv) the Seller shall deliver to the Buyer the Interim Closing Statement; (v) the Seller shall deliver, or cause to be delivered, to the Buyer evidence of the resignation or removal of any officers, directors, Representatives (as defined in the partnership agreements of the Javelina Partnerships) or managers of (x) each Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after the Closing; (vi) the Seller shall deliver to the Buyer an officer’s certificate verifying that the conditions of the Buyer set forth in Section 7(a)(i) have been satisfied; (vii) the Buyer shall deliver to the Seller an officer’s certificate verifying that the conditions of the Seller set forth in Section 7(b)(i) have been satisfied; and (viii) at any time on or before the Closing, the Seller shall deliver to the Buyer such applicable Organizational Documents, resolutions and certificates of good standing, in such form as is reasonably acceptable to the Buyer.

Deliveries at the Closing. (a) At the Closing, , the Selling Parties will deliver to the Buyer properly executed and acknowledged, if requested by the Buyer, (i) the Seller shall deliver to Xxxx of Sale in the Buyer form attached hereto as Exhibit G and the certificate referred to Assignment and Assumption Agreement in Section 9(o); the form attached hereto as Exhibit H, (ii) the Seller willvarious certificates, instruments, and will cause each applicable Seller Party anddocuments referred to in (S) 6.1 and elsewhere herein, to the extent it has the Legal Right, each Javelina Partnership, to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before the Closing) to which such Seller Party is a party; (iii) such other instruments of sale, transfer, conveyance and assignment as the Buyer willand its counsel may reasonably request. (b) At the Closing, the Buyer will deliver to the Selling Parties properly executed and acknowledged, if requested by the Selling Parties, (i) the Assignment and Assumption Agreement in the form attached hereto as Exhibit H, (ii) the various certificates, instruments, and will cause documents referred to in (S) 6.2 and elsewhere herein, (iii) such other instruments of sale, transfer, conveyance and assignment as the applicable Buyer Party toSelling Parties and their counsel may reasonably request, execute and deliver each Transaction Agreement to which such Buyer Party is a party; (iv) the Seller shall deliver consideration specified in (S) 2.5 to be delivered by the Buyer the Interim Closing Statement; (v) the Seller shall deliver, or cause to be delivered, to the Buyer evidence of the resignation or removal of any officers, directors, Representatives (as defined in the partnership agreements of the Javelina Partnerships) or managers of (x) each Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after at the Closing;. (vic) the Seller shall deliver On or prior to the Buyer an officer’s certificate verifying that the conditions of the Buyer set forth in Section 7(a)(i) have been satisfied; (vii) the Buyer shall deliver to the Seller an officer’s certificate verifying that the conditions of the Seller set forth in Section 7(b)(i) have been satisfied; and (viii) at any time on or before the ClosingJune 30, 2001, the Seller shall deliver collect and assemble all of the Acquired Assets which are tangible into the Streamwood Facility, provided that finished goods Inventory may continue -------- to be stored with warehousemen and at the locations specified by the Seller in a certificate given by the Seller to the Buyer at the Closing. (d) It is understood and agreed that, although the Buyer will acquire title to, and ownership of, all of the Acquired Assets on June 30, 2001, the Acquired Assets not constituting Inventory shall remain in the possession of the Seller after such applicable Organizational Documents, resolutions and certificates of good standingdate and, in the case of such form Acquired Assets as is are tangible, located at the Streamwood Facility, provided that the Buyer shall be entitled to possession of any thereof as from time to time may be requested by the Buyer after June 30, 2001. The Seller shall take all actions reasonably acceptable requested by the Buyer in order to identify such Acquired Assets as the property of the Buyer. The Buyer agrees that it shall remove all Inventory from the Streamwood Facility within 120 days after June 30, 2001. 2.7. Addition of Section 2.12. The Prior Agreement is amended by adding ------------------------ thereto a new Section 2.12 which shall read in its entirety as follows:

Deliveries at the Closing. At the Closing, (i) the Seller shall deliver to the Buyer the certificate referred to in Section 9(o); (ii) the Seller will, and will cause each applicable Seller Party and, to the extent it has the Legal Right, each Javelina PartnershipAcquired Company, to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before the Closing) to which such Seller Party is a party; (iii) the Buyer will, and will cause the applicable Buyer Party to, execute and deliver each Transaction Agreement to which such Buyer Party is a party; (iv) the Seller shall deliver to the Buyer the Interim Closing Statement; (v) the Seller shall deliver, or cause to be delivered, to the Buyer evidence of the resignation or removal of any officers, directors, Representatives (as defined in the partnership agreements of the Javelina PartnershipsAcquired Companies) or managers of (x) each the Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships Companies, if any, that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after the Closing; (vi) the Seller shall deliver to the Buyer an officer’s certificate verifying that the conditions of the Buyer set forth in Section 7(a)(i) have been satisfied; (vii) the Buyer shall deliver to the Seller an officer’s certificate verifying that the conditions of the Seller set forth in Section 7(b)(i) have been satisfied; and (viii) at any time on or before the Closing, the Seller shall deliver to the Buyer such applicable Organizational Documents, resolutions and certificates of good standingstanding of Seller, in such form as is reasonably acceptable to the Buyer.

Deliveries at the Closing. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing,: (a) the Seller and the Purchaser shall approve the Initial Schedule of Transferred Clients which shall preliminarily identify as of the Closing Date (i) each of the Transferred Clients whose Client Service Agreements are included in the Acquired Assets, (ii) the annualized Administrative Fees for such Transferred Clients, (iii) the number of Worksite Employees of such Transferred Clients and (iv) the payroll processing dates for the Transferred Clients. Within five Business Days following the Closing Date, the Seller shall prepare a final form of such Schedule which shall be subject to the approval of the Purchaser and will finalize the information set forth thereon as of immediately prior to 12:01 a.m. on the Closing Date (the "Closing Date Schedule of Transferred Clients"); (b) the Seller and the Subsidiaries shall execute, acknowledge (if appropriate) and deliver to the Purchaser: (i) the Seller shall deliver assignment agreement(s) in such form as are reasonably satisfactory to the Buyer Purchaser and its counsel and sufficient to transfer title to the certificate referred Acquired Assets to in Section 9(o)the Purchaser; (ii) the Seller willsuch other instruments of sale, transfer, conveyance, and will cause each applicable Seller Party and, to assignment as the extent it has the Legal Right, each Javelina Partnership, to execute Purchaser and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before the Closing) to which such Seller Party is a partyits counsel may reasonably request; (iii) certificates executed by the Buyer will, Seller and will cause the applicable Buyer Party to, execute Subsidiaries as to the accuracy of their representations and deliver each Transaction warranties contained herein as of the date of this Agreement and as of the Closing Date and as to which such Buyer Party is a partytheir compliance and performance of their covenants and obligations contained herein to be performed or complied with at or before the Closing Date; (iv) a certificate of the Secretary of the Seller and the Secretaries of each of the Subsidiaries certifying and attaching all requisite resolutions or actions of the boards of directors of the Seller and the Subsidiaries approving the execution and delivery by the Seller and the Subsidiaries, as the case may be, of the Acquisition Documents to which they are a party and the consummation of the transactions contemplated in such Acquisition Documents, and certifying to the incumbency and signatures of the officers of the Seller and the Subsidiaries executing the Acquisition Documents and any other document relating to the transactions contemplated by this Agreement; and (v) an opinion or opinions of Xxxxxxxxx & Xxxxxxx, LLP covering the matters described on Exhibit B; and (vi) evidence satisfactory to the Purchaser that Fleet Bank has consented to the consummation of the transactions contemplated in the Acquisition Documents and has released its Security Interest in the Acquired Assets. (c) the Purchaser shall execute, acknowledge (if appropriate), and deliver to the Seller: (i) assumption agreement(s) in such form as are reasonably satisfactory to the Seller and its counsel and sufficient for the Purchaser to assume the Assumed Liabilities; (ii) a certificate executed by the Purchaser as to the accuracy of its representations and warranties contained herein as of the date of this Agreement and as of the Closing Date and as to its compliance and performance of its covenants and obligations to be performed or complied with at or before the Closing Date; (iii) a certificate of the Secretary of the Purchaser certifying and attaching all requisite resolutions or actions of the Purchaser's board of directors approving the execution and delivery of the Acquisition Documents to which it is a party and the consummation of the transactions contemplated in such Acquisition Documents, and certifying to the incumbency and signatures of the officers of the Purchaser executing the Acquisition Documents to which it is a party and any other document relating to the transactions contemplated by this Agreement; and (iv) an opinion or opinions of Powell, Goldstein, Xxxxxx & Xxxxxx LLP covering the matters described on Exhibit C; (d) the Purchaser will deliver to the Seller the Initial Purchase Price as provided in Section 2.03(a); (e) the Purchaser shall deliver to the Buyer Escrow Agent the Interim Closing StatementDeferred Purchase Price as provided in Section 2.03(b); (vf) the Seller shall deliverPurchaser, or cause to be delivered, to the Buyer evidence of the resignation or removal of any officers, directors, Representatives (as defined in the partnership agreements of the Javelina Partnerships) or managers of (x) each Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships that the Seller has and the Legal Right to so remove or to cause to so resign, in each case that Escrow Agent shall execute and deliver the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after the Closing; (vi) the Seller shall deliver to the Buyer an officer’s certificate verifying that the conditions of the Buyer set forth in Section 7(a)(i) have been satisfied; (vii) the Buyer shall deliver to the Seller an officer’s certificate verifying that the conditions of the Seller set forth in Section 7(b)(i) have been satisfiedEscrow Agreement; and (viiig) at any time on or before the Closing, Purchaser and the Seller shall execute and deliver to the Buyer such applicable Organizational Documents, resolutions and certificates of good standing, Transition Services Agreement in such the form attached hereto as is reasonably acceptable to the Buyer.Exhibit D.

Deliveries at the Closing. (a) At the Closing, , (ix) Buyer and the Seller Representative shall execute and deliver the Paying Agent Agreement and (y) Buyer shall deliver to the Paying Agent cash in an amount equal to the aggregate Closing Stock Payment, to be held in a segregated bank account for the benefit of the Stockholders and used solely and exclusively for purposes of distribution to the Stockholders in accordance with the Closing Certificate. At or after the Closing, upon delivery by a Stockholder of a Letter of Transmittal and a certificate or certificates (each, a “Certificate”) representing (immediately prior to the Effective Time) the shares of Company Stock held by such Stockholder set forth in such Letter of Transmittal (or a lost stock certificate affidavit), Buyer shall cause the certificate referred Paying Agent to pay to such Stockholder the Closing Stock Payment payable to such Stockholder as set forth on the Closing Certificate. Until so surrendered, each share of Company Stock shall represent solely the right to receive the amounts set forth in Section 9(o2.04(b);. Any amounts payable pursuant to Section 2.04(b) to any Stockholder who has not complied with this Section 2.06(a) shall instead be retained by the Paying Agent for payment to such Stockholder following compliance with this Section 2.06(a). Buyer shall cause the Paying Agent to pay such amounts to such Stockholder within two (2) Business Days following receipt by the Paying Agent of such Stockholder’s duly executed Letter of Transmittal, together with all deliveries required thereunder; provided, however, that Buyer shall cause the Paying Agent to pay such amounts at the Closing to any such Stockholder who has delivered such duly executed Letter of Transmittal, together with all deliveries required thereunder, prior to the Closing Date. (iib) the Seller will, and will cause each applicable Seller Party and, to the extent it has the Legal Right, each Javelina Partnership, to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before At the Closing) to which such Seller Party is a party; (iii) the , Buyer will, and will cause the applicable Buyer Party to, execute and deliver each Transaction Agreement to which such Buyer Party is a party; (iv) the Seller shall deliver to the Paying Agent cash in an amount equal to the aggregate Closing Option Payment to which In-the-Money Optionholders that hold Nonemployee Options are entitled, to be held in a segregated bank account for the benefit of such Optionholders and used solely and exclusively for purposes of distribution to such Optionholders in accordance with the Closing Certificate. At or after the Closing, upon delivery by an In-the-Money Optionholder holding Nonemployee Options of a Letter of Transmittal, Buyer shall cause the Interim Paying Agent to pay to such Optionholder the Closing Statement;Option Payment payable to such Optionholder as set forth on the Closing Certificate. Until so surrendered, each Nonemployee Option shall represent solely the right to receive the amounts set forth in Section 2.04(d). Any amounts payable pursuant to Section 2.04(d) to any Optionholder holding Nonemployee Options who has not complied with this Section 2.06(b) shall instead be retained by the Paying Agent for payment to such Optionholder following compliance with this Section 2.06(b). Buyer shall cause the Paying Agent to pay such amounts to such Optionholder within two (2) Business Days following receipt by the Paying Agent of such Optionholder’s duly executed Letter of Transmittal; provided, however, that Buyer shall cause the Paying Agent to pay such amounts at the Closing to any such Optionholder who has delivered such duly executed Letter of Transmittal prior to the Closing Date. (vc) At the Seller Closing, Buyer shall, or shall delivercause Merger Sub to, deliver to the Company an amount equal to the aggregate Closing Option Payments to which the In-the-Money Optionholders holding Employee Options are entitled as set forth in the Closing Certificate by wire transfer of immediately available funds to an account that is designated by the Company at least two (2) days prior to the Closing Date. The Company shall, through the Company’s payroll system, pay such amounts to such Optionholders no later than on the next regular payroll date that is at least two (2) Business Days following receipt by the Company of such Optionholder’s duly executed Letter of Transmittal. (d) At the Closing, Buyer shall, or shall cause the Company to cancel each Management Promissory Note to the extent such Management Promissory Note is paid in full from the applicable Stockholder’s Stock Consideration payable hereunder, effective as of the Closing Date, and deliver each such cancelled Management Promissory Note to the maker thereof. (e) At the Closing, Buyer shall pay, or cause to be deliveredpaid, all Indebtedness of the Company and its Subsidiaries outstanding as of immediately prior to the Buyer evidence Closing and set forth on the Indebtedness Payoff Schedule, which shall be delivered by the Company no later than two (2) Business Days prior to the Closing. For the avoidance of doubt, the Indebtedness Payoff Schedule shall set forth all Indebtedness of the resignation or removal of any officers, directors, Representatives (as defined in the partnership agreements Company and its Subsidiaries of the Javelina Partnershipstype described in clauses (i), (ii), and (vi) or managers of the definition of “Indebtedness.” In order to facilitate such payment, no later than (2) Business Days prior to the Closing, the Company shall obtain (x) each Acquired with respect to Indebtedness of the Company and its Subsidiaries of the type described in clauses (i) and (ii) of the definition of “Indebtedness” (including, for the avoidance of doubt, any and all accrued interest, fees, expenses or other than any Javelina Partnership) amounts related thereto), reasonable and customary payoff letters for all such Indebtedness (containing reasonable detail), which payoff letters shall indicate that the lenders of such Indebtedness have agreed to release, or have provided the Company with the authority to file customary releases with respect to, all such Liens in respect of such Indebtedness relating to the assets and properties of the Company and its Subsidiaries upon receipt of the amounts indicated in such payoff letters and (y) with respect to all Indebtedness of the Javelina Partnerships that Company and its Subsidiaries of the Seller has the Legal Right to so remove or to cause to so resign, type described in each case that the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after the Closing; clause (vi) of the Seller shall deliver definition of “Indebtedness,” evidence of the termination, to be effective as of the Buyer an officer’s certificate verifying Closing, of the underlying exchange rate Contracts, interest rate protection agreements or other hedging or derivatives arrangements of the Company or its Subsidiaries. In the event that the conditions Company or any of its Subsidiaries has any guaranty of the Buyer set forth type described in Section 7(a)(i) have been satisfied; (vii) the Buyer shall deliver to the Seller an officer’s certificate verifying that the conditions of the Seller set forth in Section 7(b)(i) have been satisfied; and clause (viii) at of the definition of “Indebtedness,” no later than two (2) Business Days prior to Closing, the Company shall obtain a reasonable a customary termination and release of any time on such guaranty effective as of the Closing, which termination and release shall indicate that the beneficiary of any such guaranty has agreed to release all Liens in respect of such guaranty relating to the assets and properties of the Company and its Subsidiaries, if any, and that the Company and its Subsidiaries shall, effective as of the Closing, have no further obligation or before other Liability thereunder. No later than (2) Business Days prior to the Closing, the Seller Company shall, with respect to all Indebtedness of the Company and its Subsidiaries of the type described in clause (iv) of the definition of “Indebtedness,” obtain from the lessors thereof, reasonable evidence (containing reasonable detail) of the total amount of estimated Indebtedness of the Company and its Subsidiaries related thereto as of immediately prior to the Closing. (f) At the Closing, Buyer shall pay, or cause to be paid, on behalf of the Company and its Subsidiaries or their respective Affiliates, as applicable, the Company Transaction Expenses set forth on the Company Transaction Expenses Payment Schedule delivered by the Company no later than two (2) Business Days prior to the Closing, to the extent unpaid as of immediately prior to the Closing. In order to facilitate such payment, prior to the Closing, the Company shall obtain invoices, as applicable, with respect to such Company Transaction Expenses that are to be paid by Buyer pursuant to this Section 2.06(f). (g) At the Closing, Buyer and the Representative shall execute and deliver the Escrow Agreement, and Buyer shall deliver or cause to be delivered to the Escrow Agent, by wire transfer of immediately available funds, cash in an amount equal to the Adjustment Escrow Amount. (h) At the Closing, Buyer shall deliver or cause to be delivered to the Representative, by wire transfer of immediately available funds, an amount of $10,000,000.00 (the “Representative Expense Amount”), for the Representative to hold in the Representative Expense Account and disburse in accordance with the terms of this Agreement. (i) At the Closing, the Company shall deliver to Buyer an affidavit, executed by the Company under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation Sections 1.897-2(h) and 1.1445-2(e); provided, that if Buyer does not receive such applicable Organizational Documentscertificate and notice, resolutions Buyer’s sole remedy shall be to withhold from payments to be made pursuant to this Agreement any required withholding Tax under Section 1445 of the Code. (j) At the Closing, the Company shall deliver to Buyer evidence that the Stockholders Agreement shall have been terminated effective as of the Closing; notwithstanding the foregoing, such evidence shall provide that the termination shall not affect any of the obligations under Sections 4.2, 4.3 and certificates 5.1 of good standing, in such form as is reasonably acceptable to the BuyerStockholders Agreement.

Deliveries at the Closing. At the Closing, , (i) the Seller shall will deliver to the Buyer the certificate various certificates, instruments, and documents referred to in Section 9(o); 6(a) below; (ii) the Seller will, and Buyer will cause each applicable Seller Party and, deliver to the extent it has Seller the Legal Right, each Javelina Partnership, instructions for EMAC's transfer agent to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before issue the Closingagreed upon shares in Section 6(b) to which such Seller Party is a party; below; (iii) the Buyer willSeller will execute, acknowledge (if appropriate), and will cause deliver to the applicable Buyer Party to(A) assignments (including leases of real property and Intellectual Property transfer documents) in the forms attached hereto under Schedule (A) and (B) such other instruments of sale, execute transfer, conveyance, and deliver each Transaction Agreement to which such assignment as the Buyer Party is a party; and its counsel may reasonably request; (iv) the Seller shall Buyer will execute, acknowledge (if appropriate), and deliver to the Buyer Seller (A) an Agreement in the Interim Closing Statement; form attached hereto for the responsibility of certain liabilities as Schedule B; and (B) such other instruments of agreement for payment as the Seller and its counsel may reasonably request; (v) the Seller shall deliver, or cause to be delivered, to the Buyer evidence of the resignation or removal of any officers, directors, Representatives (as defined in the partnership agreements of the Javelina Partnerships) or managers of (x) each Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified will deliver to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company the consideration specified in that capacity after the Closing; Section 2(c) above; (vi) the Seller current consulting contract and any liabilities related thereto between Xxxxxx Xxxxx and WPEC will not be assumed by EMAC or New Corp. At Closing, WPEC and Xxxxxx Xxxxx will release all claims, current and future, against EMAC and New Corp. related to such consulting contract. In consideration of Xx. Xxxxx agreeing to a non-compete restriction, New Corp. will execute, on or before Closing, a new contract with Xx. Xxxxx. Such new contract shall provide for the following: (a) two hundred thousand ($200,000) dollars per year for six consecutive years, beginning monthly thirty (30) days after Closing; (b) two hundred thirty-three thousand (233,000) shares of EMAC restricted common stock with same three (3) day first right of refusal as set forth above; and (c) the benefits, but not the obligations, under such contract shall be assignable by Xx. Xxxxx. At the Closing, Buyer shall deliver to Xx. Xxxxx instructions for EMAC's transfer agent to issue the Buyer an officer’s certificate verifying that the conditions agreed upon shares to Xx. Xxxxx or assigns. Such shares shall also be subject to a restriction of the Buyer set forth fifteen thousand (15,000) shares sold in Section 7(a)(iany forty-five (45) have been satisfied; calendar day period; (vii) the Buyer shall deliver to execution, on or before Closing, of a new six-year Employment Agreement with New Corp, with C. Xxxx XxXxxx as the Seller an officer’s certificate verifying that the conditions President and CEO of the Seller set forth in Section 7(b)(i) have been satisfiedNew Corp., a copy of which is attached hereto as Schedule O; and (viii) at any time the execution, on or before the Closing, of a new six-year Employment Agreement with New Corp, with Xxxx Xxxxxx as the Seller Vice President, Secretary and Chief Financial Officer of New Corp., a copy of which is attached hereto as Schedule P; (ix) EMAC shall deliver obtain, prior to Closing, a minimum of two million ($2,000,000) dollars in cash, to be utilized by New Corp. for working capital. EMAC also agrees to use its best efforts to raise up to an additional three million ($3,000,000) dollars within six months of Closing; (x) the Buyer such applicable Organizational Documentsapproval by Case Corp. of a "change in control", resolutions the agreement of Case Corp. to provide New Corp. with acceptable financing, as well as other favorable terms and certificates of good standing, in such form as is reasonably conditions acceptable to EMAC; and (xi) the Buyerapproval by Deutsche Bank of a "change in control", the agreement of Deutsche Bank to provide acceptable debt financing for New Corp. for a reasonable period in order to permit time for New Corp. to replace or supplement a significant portion of such financing, as well as other favorable terms and conditions acceptable to EMAC.

Deliveries at the Closing. (a) At or prior to the Closing, (i) the , Seller shall (and Seller Parent shall cause Seller to) deliver to the Buyer the certificate referred to in Section 9(o); (ii) the Seller will, and will cause each applicable Seller Party and, to the extent it has the Legal Right, each Javelina Partnership, to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before the Closing) to which such Seller Party is a party; (iii) the Buyer will, and will cause the applicable Buyer Party to, execute and deliver each Transaction Agreement to which such Buyer Party is a party; (iv) the Seller shall deliver to the Buyer the Interim Closing Statement; (v) the Seller shall deliver, or cause to be delivered, to Buyer: (i) stock certificates evidencing the Buyer evidence of the resignation Shares, duly endorsed in blank, or removal of accompanied by stock powers duly executed in blank and with any officers, directors, Representatives (as defined in the partnership agreements of the Javelina Partnerships) or managers of (x) each Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after the Closingrequired stock transfer tax stamps affixed; (viii) a receipt from Seller for the Seller shall deliver to the Buyer an officer’s certificate verifying that the conditions of the Buyer set forth in Section 7(a)(i) have been satisfiedClosing Payment; (viiiii) copies of the resolutions of the boards of directors of Seller Parent and Seller and, where required, the stockholders of Seller Parent and Seller, authorizing and approving this Agreement and the transactions contemplated hereby, certified by the corporate secretary or other senior officer or officers reasonably acceptable to Buyer of Seller Parent and Seller, as applicable, to be true and complete and in full force and effect and unmodified as of the Closing Date; (iv) the Buyer shall deliver to the Seller an officer’s certificate verifying that the conditions of the Seller set forth in certificates required by Section 7(b)(i) have been satisfied7.3 and Section 7.10; and (viiiv) at any time the written resignations of all directors and officers of each Company; each resignation to be effective on the Closing Date. (b) At or before prior to the Closing, Buyer shall (and Peabody shall cause Buyer to) deliver or cause to be delivered to Seller the Seller shall deliver following: (i) the Closing Payment by wire transfer of immediately available funds; (ii) a receipt from Buyer for the Shares; (iii) copies of the resolutions of the board of directors of Peabody and Buyer authorizing and approving this Agreement and all other transactions and agreements contemplated hereby, certified by the corporate secretary of Peabody and Buyer, as applicable, to be true and complete and in full force and effect and unmodified as of the Buyer such applicable Organizational Documents, resolutions and certificates Closing Date; and (iv) the certificate required by Section 6.3; and (v) five (5) copies of good standing, Form 8023 for each of the Companies as described in such form as is reasonably acceptable to the BuyerSection 5.3(i).

Deliveries at the Closing. At Subject to the conditions set forth in this Agreement, at the Closing,: (a) Seller shall deliver to Buyer: (i) the Seller shall deliver to the Buyer the certificate referred to in Section 9(o)The Instrument of Transfer, a form of which is attached hereto as Exhibit A; (ii) the Seller willGold Leasing Agreement, and will cause each applicable Seller Party anda form of which is attached hereto as Exhibit B, to the extent it has the Legal Right, each Javelina Partnership, to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before the Closing) pursuant to which such Seller Party is a partyshall lease to Buyer up to 25,000 fine ounces of "good delivery bullion" gold (the "Seller Leased Gold"); (iii) the Sales Agreement, a form of which is attached hereto as Exhibit C, pursuant to which Seller and its domestic subsidiaries shall agree to continue as customers of the Business in accordance with historical practice and Buyer willshall provide certain services to Seller and its domestic subsidiaries after the Closing at the lower of (A) the rates set forth in Schedule A attached to the Sales Agreement, or (B) the lowest rates charged for the items or services set forth on Schedule A to buyers of a size similar to Seller, and will cause in annual volumes similar to that of Seller. Buyer agrees that any rate reduction made in items or services of the applicable Buyer Party to, execute type set forth on Schedule A made subsequent to the Closing shall be made available to Seller on such terms and deliver each Transaction Agreement conditions as are made to which such Buyer Party is unaffiliated third parties of a partysize similar to Seller by Buyer; (iv) the Interim Services Agreement, a form of which is attached hereto as Exhibit D, pursuant to which Seller shall deliver provide to Buyer certain services as set forth therein for a period not to exceed three-months from the Closing Date, which shall be extended at the option of Buyer for an additional period not to exceed three months; (v) any documents that are necessary to transfer to Buyer good title to all the Assets, including, without limiting the foregoing, limited warranty deeds (with covenants against grantor's acts) for real property and assignments of leases (together with landlord's consents, if required by the respective lease, and estoppels, if Seller is entitled to obtain an estoppel from the landlord under the terms of the applicable lease, each in a form as is required under such lease) constituting a part of the Assets, affidavits required by Buyer's title insurer and an affidavit affirming that Seller is not a "foreign person" in accordance with Section 1445 of the Internal Revenue Code of 1986, as amended; and (vi) the Trademark License Agreement (the "License Agreement"), a form of which is attached hereto as Exhibit E, pursuant to which the right to use a form of the "Handy & Harmxx" xxme and an "H&H" logo shall be licensed to Buyer, subject to the terms and conditions set forth therein; (vii) all opinions, certificates, undertakings and other instruments and documents required to be delivered by Seller at or prior to the Closing or otherwise required in connection herewith. (b) Buyer shall deliver and pay, or cause to be delivered or paid, to the Interim Seller: (i) the Closing StatementPayment as required by Section 1.1(b) hereof; (ii) the Replacement Precious Metals, as defined in Section 5.9 hereof; (iii) the Seller Gold Leasing Agreement; (iv) the Sales Agreement; (v) the Seller shall deliver, or cause to be delivered, to the Buyer evidence of the resignation or removal of any officers, directors, Representatives (as defined in the partnership agreements of the Javelina Partnerships) or managers of (x) each Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after the ClosingInterim Services Agreement; (vi) the Seller shall deliver to the Buyer an officer’s certificate verifying that the conditions of the Buyer set forth in Section 7(a)(i) have been satisfiedLicense Agreement; (vii) the Undertaking, a form of which is attached hereto as Exhibit J, pursuant to which Buyer shall deliver to the Seller an officer’s certificate verifying that the conditions assume certain liabilities of the Seller Business as set forth in Section 7(b)(i) have been satisfied7.1 hereof; and (viii) all opinions, certificates, undertakings and other instruments and documents required to be delivered by Buyer at any time on or before the Closing, the Seller shall deliver prior to the Buyer such applicable Organizational Documents, resolutions and certificates of good standing, Closing or otherwise required in such form as is reasonably acceptable to the Buyerconnection herewith.

Deliveries at the Closing. At the Closing, (i) the Seller shall deliver to the Buyer the certificate various certificates, instruments, and documents referred to in Section Sections 7(a) and 9(o); (ii) the Buyer shall deliver to the Seller willthe various certificates, instruments, and will cause each applicable Seller Party and, documents referred to the extent it has the Legal Right, each Javelina Partnership, to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before the Closing) to which such Seller Party is a partyin Section 7(b); (iii) the Buyer will, and will cause the applicable Buyer Party to, Seller shall execute and deliver each Transaction Agreement to which such Buyer Party is a partythe Acquired Company Equity Interests Assignment covering the Acquired Company Equity Interests; (iv) the Seller shall deliver to the Buyer an assignment in a form reasonably acceptable to the Interim Buyer, duly executed by all parties thereto, whereby all of the Retained Items are assigned by the Acquired Companies to the Seller (or its designee) effective as of a date prior to the Closing StatementDate; (v) the Seller shall deliver, or cause to be delivered, deliver to the Buyer evidence true and complete copies of the resignation or removal of any officersagreements referenced in Section 5(i), directors, Representatives (as defined in the partnership agreements of the Javelina Partnerships) or managers of (x) each Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after the Closingexecuted by all parties thereto; (vi) the Seller shall deliver to the Buyer an officer’s certificate verifying that the conditions of the Buyer set forth in Section 7(a)(i) have been satisfiedProposed Closing Statement; (vii) the Seller shall have delivered to the Buyer certified copies of the Organizational Documents of each of the Acquired Companies and certificates of good standing for each of the Acquired Companies as of the Closing Date from the applicable Governmental Authorities in Delaware, Texas and each other jurisdiction that requires qualification for such Acquired Companies; (viii) the Seller shall have delivered to the Buyer a certificate attesting: (A) that each of the conditions specified in Sections 7(a)(i)-7(a)(vi) is satisfied in all respects, (B) to the resolutions of the respective Board of Directors (or general partner, in the case of any limited partnership) of the Seller Parent and Seller authorizing the execution and delivery of this Agreement by Seller Parent and Seller and the consummation by Seller Parent and Seller of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date, and (C) to the incumbency and signature of each officer of Seller Parent or Seller who has executed this Agreement. (ix) the Buyer shall deliver have delivered to the Seller an officer’s a certificate verifying that of good standing for the conditions Buyer and its designee from the Secretary of the Seller set forth in Section 7(b)(i) have been satisfiedState of Delaware; and (viiix) at any time on the Buyer shall have delivered to the Seller a certificate attesting: (A) that each of the conditions specified in Section 7(b)(i)-7(b)(vi) is satisfied in all respects (B) to the resolutions of the Board of Directors of the Buyer GP authorizing the execution and delivery of this Agreement by the Buyer and the consummation by the Buyer of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or before amended as of the ClosingClosing Date, and (C) to the incumbency and signature of each officer of the Buyer who has executed this Agreement. (xi) the Seller shall deliver to the Buyer such applicable Organizational DocumentsBuyer, resolutions if applicable, documents necessary to release the Acquired Companies, Acquired Company Equity Interests and certificates Acquired Company Assets from Obligations and liens related to Indebtedness of good standingany Seller Party; and (xii) the Parties shall execute and/or deliver, in such form as is reasonably acceptable or cause to be executed and/or delivered, to each other the Buyerother Transaction Agreements (including the Exchange Agreement, if applicable).

Deliveries at the Closing. At the Closing,: (i) the Buyer shall pay to the Seller the Closing Payment, in cash by wire transfer of immediately available federal funds to an account designated by the Seller; (ii) the Seller shall deliver to the Buyer the certificate referred to in Section 9(o); (iiiii) the Seller will, and will cause each applicable Seller Party and, to the extent it has the Legal Right, each Javelina Partnership, to will execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before the Closing) Document to which such Seller Party is a party; (iiiiv) the Buyer will, and will cause the applicable each Buyer Party to, will execute and deliver each Transaction Agreement Document to which such Buyer Party is a party; (iv) the Seller shall deliver to the Buyer the Interim Closing Statement; (v) the Seller shall deliver, or cause to be delivered, to the Buyer evidence of the resignation or removal of any officers, directors, Representatives (as defined in the partnership agreements of the Javelina Partnerships) or managers of (xthe Acquired Companies and) each Acquired Company (its officers, committee members and other than any Javelina Partnership) and (y) representatives of the Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resignPartnership, if any, in each case that unless the Buyer has not identified to the Seller within a reasonable period of time Parties agree before Closing as a that such Person that will be continuing with such Acquired Company in that capacity after the Closing; (vi) the Seller shall deliver to the Buyer an officer’s certificate verifying that the conditions of the Buyer set forth in Section 7(a)(i) have been satisfied; (vii) the Buyer shall deliver to the Seller an officer’s certificate verifying that the conditions of the Seller set forth in Section 7(b)(i) have been satisfied; and; (viii) at any time on or before the Closing, the Seller shall deliver to the Buyer such applicable Organizational Documents, resolutions and certificates of good standingstanding of the Seller Parties, the Acquired Companies, and the Partnership, in such form as is reasonably acceptable to the Buyer; and (ix) any other documents that the Buyer or the Seller may reasonably request.

Deliveries at the Closing. At the Closing, (i) , the Seller shall deliver to the Buyer the certificate referred to in Section 9(o); (ii) the Seller willParties, and as applicable, will cause each applicable Seller Party and, to the extent it has the Legal Right, each Javelina Partnership, to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before the Closing) to which such Seller Party is a party; (iii) the Buyer will, and will cause the applicable Buyer Party to, execute and deliver each Transaction Agreement to which such Buyer Party is a party; (iv) the Seller shall deliver to the Buyer the Interim Closing Statement; (v) the Seller shall deliver, or cause to be delivered, each of the following: (a) Buyer will deliver to the Buyer evidence Paying Agent, by wire transfer of immediately available funds to an account designated in writing by the resignation or removal of any officersPaying Agent, directorscash in an amount equal to (i) the Estimated Aggregate Closing Consideration, Representatives minus (as defined ii) the Purchase Price Adjustment Escrow Deposit Amount in accordance with Section ‎1.6, minus (iii) the partnership agreements of the Javelina Partnerships) or managers of (x) each Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after the ClosingOption Amount; (via) the Seller shall Buyer will deliver to the Buyer Company, by wire transfer of immediately available funds to an officer’s certificate verifying that account designated in writing by the conditions Company for further distribution to the recipients thereof as provided in the Estimated Closing Statement, cash in an amount equal to (i) the Closing Option Amount, plus (ii) the aggregate amount of the Buyer Transaction Payments as set forth in Section 7(a)(i) have been satisfiedthe Estimated Closing Statement as Indebtedness; (viib) the Buyer shall will deliver to the Seller Escrow Agent, by wire transfer of immediately available funds to an officer’s certificate verifying account designated in writing by the Escrow Agent, out of funds that otherwise would have been paid as Estimated Aggregate Closing Consideration, cash in an amount equal to the conditions Purchase Price Adjustment Escrow Deposit Amount, for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Seller set forth Escrow Agreement; (c) Buyer will deliver to the Sellers’ Representative, by wire transfer of immediately available funds to an account designated in writing by the Sellers’ Representative, cash in an amount equal to the Sellers’ Representative Expense Fund in accordance with Section 7(b)(i‎7.2(e); (d) have been satisfiedBuyer will repay, or cause to be repaid, on behalf of the Company Entities, the Closing Repaid Indebtedness outstanding as of the Closing Date in accordance with Section ‎1.11, including all amounts due and owing pursuant to the Credit Facility; (e) Buyer will pay, or cause to be paid, all Estimated Unpaid Sellers’ Transaction Expenses; and (viiif) (i) each Company Shareholder will deliver to Buyer a duly executed IRS Form W-9 or (ii) the Company will deliver to Buyer a duly executed affidavit dated as of the Closing Date in accordance with Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c) stating that the Company is not and has not been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code, together with a draft notice prepared in accordance with Treasury Regulation Section 1.897-2(h)(2), which Buyer shall be entitled to file (together with copies of such affidavit) with the IRS in accordance with such Treasury Regulation (notwithstanding anything else to the contrary, in the event that this Section ‎1.13(f) is not satisfied at any time on or before the prior to Closing, the Seller Buyer may not delay Closing and Buyer’s sole remedy shall deliver be to the Buyer such deduct and withhold any amounts required by applicable Organizational Documents, resolutions Tax Law to be deducted and certificates withheld as a result of good standing, in not receiving any such form as is reasonably acceptable to the Buyeror certificate).

Deliveries at the Closing. At the Closing,: (a) Buyer will deliver to Seller, by wire transfer of immediately available funds to one or more accounts designated in writing by Seller (such designation to be made at least two (2) Business Days prior to the Closing Date), an amount in cash equal to the Estimated Purchase Price; (b) Seller will deliver to Buyer the certificates referred to in Sections 4.2.1(c) below and 4.2.2 below; (c) Buyer will deliver to Seller the certificates referred to in Sections 4.3.1(c) below and 4.3.2 below; (d) Seller will deliver to Buyer stock certificates representing the Target Shares, endorsed in blank or accompanied by duly executed stock powers; (e) Seller shall deliver to Buyer the minute books, stock ledgers and transfer records and the corporate seal for each entity that is a member of the Target Group (including, without limitation, to the extent certificated, certificates representing all outstanding shares of capital stock or other equity interests of each entity that is a member of the Target Group), except to the extent Applicable Law requires that such instruments be maintained at the offices of such member of the Target Group; (f) Seller shall deliver to Buyer an executed resignation, in a form reasonably acceptable to Buyer, effective as of the Closing Date, from each of the directors of each member of the Target Group, except for resignations of any such directors in respect of whom Buyer notifies Seller, at least ten (10) days prior to Closing, that no such resignation is required; (g) Seller shall deliver to Buyer a copy of a Certificate of Good Standing from the Secretary of State of the State of Delaware, as of date within three (3) Business Days of the Closing Date, evidencing the good standing of Target in such state; (h) Seller shall deliver to Buyer an update to Section 2.2.3(g) of the Seller Disclosure Schedule, setting forth a list, as of a date within five (5) Business Days prior to the Closing Date, which is correct and complete as of such date, of all bank accounts and safe deposit boxes of the Target Group, the number of each such account or box and such information as Seller can reasonably locate regarding the Persons authorized to draw on such accounts or to access such boxes; and (i) the Seller shall deliver to the Buyer the certificate referred to in Section 9(o); (ii) the Seller willa duly executed certification, and will cause each applicable Seller Party and, to the extent it has the Legal Right, each Javelina Partnership, to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before the Closing) to which such Seller Party is a party; (iii) the Buyer will, and will cause the applicable Buyer Party to, execute and deliver each Transaction Agreement to which such Buyer Party is a party; (iv) the Seller shall deliver to the Buyer the Interim Closing Statement; (v) the Seller shall deliver, or cause to be delivered, to the Buyer evidence of the resignation or removal of any officers, directors, Representatives (as defined substantially in the partnership agreements form of Exhibit E hereto, that Seller is not a foreign person within the Javelina Partnerships) or managers of (x) each Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after the Closing; (vi) the Seller shall deliver to the Buyer an officer’s certificate verifying that the conditions of the Buyer meaning set forth in Treasury Regulation Section 7(a)(i) have been satisfied; (vii) the Buyer shall deliver to the Seller an officer’s certificate verifying that the conditions of the Seller set forth in Section 7(b)(i) have been satisfied; and (viii) at any time on or before the Closing, the Seller shall deliver to the Buyer such applicable Organizational Documents, resolutions and certificates of good standing, in such form as is reasonably acceptable to the Buyer1.1445-2(b)(2)(iv).

Deliveries at the Closing. (a) At the Closing,, Seller will deliver or cause to be delivered to Buyer: (i) a duly executed xxxx of sale (the Seller shall deliver to “Xxxx of Sale”) in the Buyer the certificate referred to in Section 9(oform attached as Exhibit 3.2(a)(i); (ii) a duly executed assignment and assumption agreement in the Seller willform attached hereto as Exhibit 3.2(a)(ii) assigning to Buyer all of Seller’s interest in and to all leases, contracts, purchase orders, quotations and other agreements included in the Purchased Assets, and will cause each applicable providing that any purported sale, transfer, assignment or conveyance to Buyer by Seller Party andof any property or property rights or any agreement which shall require the consent or approval of any third party which has not been obtained as of the Closing Date shall not be deemed to have occurred unless and until such consent or approval has been obtained, at which time such sale, transfer, assignment or conveyance shall occur without any further action on the part of Buyer or Seller (the “Assignment and Assumption Agreement”); (iii) all documents containing or relating to licensed “know how” included in the extent it has Purchased Assets; (iv) assignments in recordable form of all patents and trademarks and all applications therefor which are included in the Legal RightPurchased Assets; (v) an opinion from Ice Xxxxxx LLP, each Javelina Partnershipspecial counsel to Seller, dated as of the Closing Date in form and substance reasonably satisfactory to execute Buyer, addressed to Buyer and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before to PNC Bank, as agent for the Closing) lenders under the credit agreement to which such Seller Party Buyer is a party; (iiivi) such documents as are necessary to evidence the release of any liens on the Purchased Assets; (vii) all such other deeds, endorsements, assignments, consents and other instruments as are necessary to transfer to Buyer, subject to the terms and conditions hereof, good and marketable title to the Purchased Assets at the Closing; (viii) a certificate in form and substance satisfactory to Buyer, dated the Closing Date and signed on behalf of Seller by the Secretary or an Assistant Secretary of Seller, certifying as to (a) true copies of the articles of incorporation and bylaws of Seller as in effect on such date, (b) true copies of all corporate action taken by Seller relative to this Agreement and any documents executed in connection herewith to which Seller is a party and (c) the Buyer willnames, true signatures and will cause incumbency of the applicable Buyer Party to, officer or officers of Seller authorized to execute and deliver each Transaction this Agreement and the other documents executed in connection herewith to which such Buyer Party Seller is a party; and (ix) A duly executed counterpart of each of the Ancillary Agreements set forth in Article VIII. (b) At the Closing, Buyer will deliver or cause to be delivered to Seller: (i) a duly executed Assignment and Assumption Agreement; (ii) the consideration referred to in Section 4.1; (iii) all previously undelivered documents required hereby to be delivered by Buyer to Seller at or prior to the Closing; (iv) an opinion from Xxxxxx X. Xxxx, General Counsel of Buyer, dated as of the Seller shall deliver Closing Date in form and substance reasonably satisfactory to the Buyer the Interim Closing Statement;Seller; and (v) a certificate in form and substance satisfactory to Seller, dated the Seller shall deliverClosing Date and signed on behalf of Buyer by the Secretary or an Assistant Secretary of Buyer, or cause certifying as to be delivered, to the Buyer evidence (a) true copies of the resignation or removal articles of incorporation and bylaws of Buyer as in effect on such date, (b) true copies of all corporate action taken by Buyer relative to this Agreement and any officersdocuments executed in connection herewith to which Buyer is a party and (c) the names, directors, Representatives (as defined in the partnership agreements true signatures and incumbency of the Javelina Partnerships) officer or managers officers of (x) each Acquired Company (Buyer authorized to execute and deliver this Agreement and the other than any Javelina Partnership) and (y) of the Javelina Partnerships that the Seller has the Legal Right documents executed in connection herewith to so remove or to cause to so resign, in each case that the which Buyer has not identified to the Seller within is a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after the Closing;party. (vi) the Seller shall deliver to the Buyer an officer’s certificate verifying that the conditions A duly executed counterpart of each of the Buyer Ancillary Agreements set forth in Section 7(a)(i) have been satisfied; (vii) the Buyer shall deliver to the Seller an officer’s certificate verifying that the conditions of the Seller set forth in Section 7(b)(i) have been satisfied; and (viii) at any time on or before the Closing, the Seller shall deliver to the Buyer such applicable Organizational Documents, resolutions and certificates of good standing, in such form as is reasonably acceptable to the BuyerArticle VIII.

Deliveries at the Closing. At the Closing, , (i) the Seller shall will deliver to the Buyer the certificate various certificates, instruments, and documents referred to in Section 9(o); 6(a) below; (ii) the Seller will, and Buyer will cause each applicable Seller Party and, deliver to the extent it has Seller the Legal Right, each Javelina Partnership, instructions for EMAC's transfer agent to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before issue the Closingagreed upon shares in Section 6(b) to which such Seller Party is a party; below; (iii) the Buyer willSeller will execute, acknowledge (if appropriate), and will cause deliver to the applicable Buyer Party to(A) assignments (including leases of real property and Intellectual Property transfer documents) in the forms attached hereto under Schedule (A) and (B) such other instruments of sale, execute transfer, conveyance, and deliver each Transaction Agreement to which such assignment as the Buyer Party is a party; and its counsel may reasonably request; (iv) the Seller shall Buyer will execute, acknowledge (if appropriate), and deliver to the Buyer Seller (A) an Agreement in the Interim Closing Statement; form attached hereto for the responsibility of certain liabilities as Schedule B; and (B) such other instruments of agreement for payment as the Seller and its counsel may reasonably request; (v) the Seller shall deliver, or cause to be delivered, to the Buyer evidence of the resignation or removal of any officers, directors, Representatives (as defined in the partnership agreements of the Javelina Partnerships) or managers of (x) each Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified will deliver to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company the consideration specified in that capacity after the Closing; Section 2(c) above; (vi) the Seller current consulting contract and any liabilities related thereto between Xxxxxx Xxxxx and WPEC will not be assumed by EMAC or New Corp. At Closing, WPEC and Xxxxxx Xxxxx will release all claims, current and future, against EMAC and New Corp. related to such consulting contract. In consideration of Xx. Xxxxx agreeing to a non-compete restriction, New Corp. will execute, on or before Closing, a new contract with Xx. Xxxxx. Such new contract shall provide for the following: (a) two hundred thousand ($200,000) dollars per year for six consecutive years, beginning monthly thirty (30) days after Closing; (b) two hundred thirty-three thousand (233,000) shares of EMAC restricted common stock with same three (3) day first right of refusal as set forth above; and (c) the benefits, but not the obligations, under such contract shall be assignable by Xx. Xxxxx. At the Closing, Buyer shall deliver to Xx. Xxxxx instructions for EMAC's transfer agent to issue the Buyer an officer’s certificate verifying that the conditions agreed upon shares to Xx. Xxxxx or assigns. Such shares shall also be subject to a restriction of the Buyer set forth fifteen thousand (15,000) shares sold in Section 7(a)(iany forty-five (45) have been satisfied; calendar day period; (vii) the Buyer shall deliver to execution, on or before Closing, of a new six-year Employment Agreement with New Corp, with C. Xxxx XxXxxx as the Seller an officer’s certificate verifying that the conditions President and CEO of the Seller set forth in Section 7(b)(i) have been satisfiedNew Corp., a copy of which is attached hereto as Schedule O; and (viii) at any time the execution, on or before the Closing, of a new six- year Employment Agreement with New Corp, with Xxxx Xxxxxx as the Seller Vice President, Secretary and Chief Financial Officer of New Corp., a copy of which is attached hereto as Schedule P; (ix) EMAC shall deliver obtain, prior to Closing, a minimum of two million ($2,000,000) dollars in cash, to be utilized by New Corp. for working capital. EMAC also agrees to use its best efforts to raise up to an additional three million ($3,000,000) dollars within six months of Closing; (x) the Buyer such applicable Organizational Documentsapproval by Case Corp. of a "change in control", resolutions the agreement of Case Corp. to provide New Corp. with acceptable financing, as well as other favorable terms and certificates of good standing, in such form as is reasonably conditions acceptable to EMAC; and (xi) the Buyerapproval by Deutsche Bank of a "change in control", the agreement of Deutsche Bank to provide acceptable debt financing for New Corp. for a reasonable period in order to permit time for New Corp. to replace or supplement a significant portion of such financing, as well as other favorable terms and conditions acceptable to EMAC.