Common use of Deliveries by Buyer Clause in Contracts

Deliveries by Buyer. At the Closing, Buyer shall: (a) deliver to Seller, the Purchase Price less the Aggregate Buyer Discharge Amount and less the Escrow Amount to be delivered at Closing, in immediately available funds by wire transfer to an account which has been designated by Seller at least two Business Days prior to the Closing Date; (b) deliver to the Escrow Agent the Escrow Amount in immediately available funds by wire transfer to the Escrow Agent, to be held by the Escrow Agent in the Escrow Account; (c) cause each Buyer JV Partner to deliver to its applicable Transferred Joint Venture Parent the Buyer Discharge Amount applicable to such Transferred Joint Venture Parent in immediately available funds by wire transfer to an account for such Transferred Joint Venture Parent which has been designated by Seller at least two Business Days prior to the Closing Date and; (d) deliver to Seller (or to the applicable Affiliate of Seller), with respect to each Specified Business, such bills of sale, instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and Buyer, as may be reasonably necessary to effect, in each case in accordance with the terms of this Agreement (x) the assumption by Buyer of the Assumed Liabilities Related to such Specified Business (other than Assumed Liabilities retained by any Transferred Joint Venture Entity) and (y) the conveyance, transfer and assignment to Buyer of the Transferred Assets Related to such Specified Business (other than the Transferred Assets held by any Transferred Joint Venture Entity), including the following: (i) a duly executed counterpart of one or more Bills of Sale; (ii) a duly executed counterpart of one or more Assignment and Assumption Agreements; (iii) evidence of the obtaining of, or, with respect to Buyer Required Approvals that only require notice or filing, the notice or filing with respect to, the Buyer Required Approvals; (iv) with respect to each Transferred Joint Venture Parent, a duly executed counterpart of a JV Interest Assignment Agreement; (v) a duly executed counterpart of one or more Transferred Investment Assignment Agreements; (vi) a duly executed counterpart of one or more Intellectual Property Assignment Agreements; (vii) a duly executed counterpart of one or more Lease Assignment Agreements; (viii) a duly executed counterpart of one or more Sublease Assignment Agreements; (ix) a duly executed counterpart of one or more Rights-of-Way Assignment Agreements; (x) the certificate to be delivered pursuant to Section 6.3(d); (xi) [a duly executed counterpart of the]duly executed counterparts of the Escrow Agreement and, in the case of the 363 Sale, if a deposit is to be made into the Transfer Tax Escrow Account, the Transfer Tax Escrow Agreement; and (xii) duly executed counterparts of such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to Buyer and Seller, as may be reasonably required to give effect to this Agreement.

Deliveries by Buyer. At the Closing, Buyer shall: (a) deliver to Seller, the Purchase Price less the Aggregate Buyer Discharge Amount and less the Escrow Amount to be delivered at Closing, in immediately available funds by wire transfer to an account which has been designated by Seller at least two Business Days prior to the Closing Date; (b) deliver to the Escrow Agent the Escrow Amount in immediately available funds by wire transfer to the Escrow Agent, to be held by the Escrow Agent in the Escrow Account; (c) cause each Buyer JV Partner to deliver to its applicable Transferred Joint Venture Parent the Buyer Discharge Amount applicable to such Transferred Joint Venture Parent in immediately available funds by wire transfer to an account for such Transferred Joint Venture Parent which has been designated by Seller at least two Business Days prior to the Closing Date and; (d) deliver to Seller (or to the applicable Affiliate of Seller), with respect to each Specified Business, such bills of sale, instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and Buyer, as may be reasonably necessary to effect, in each case in accordance with the terms of this Agreement (x) the assumption by Buyer of the Assumed Liabilities Related to such Specified Business (other than Assumed Liabilities retained by any Transferred Joint Venture Entity) and (y) the conveyance, transfer and assignment to Buyer of the Transferred Assets Related to such Specified Business (other than the Transferred Assets held by any Transferred Joint Venture Entity), including the following: (i) a duly executed counterpart of one or more Bills of Sale; (ii) a duly executed counterpart of one or more Assignment and Assumption Agreements; (iii) evidence of the obtaining of, or, with respect to Buyer Required Approvals that only require notice or filing, the notice or filing with respect to, the Buyer Required Approvals; (iv) with respect to each Transferred Joint Venture Parent, a duly executed counterpart of a JV Interest Assignment Agreement; (v) a duly executed counterpart of one or more Transferred Investment Assignment Agreements; (vi) a duly executed counterpart of one or more Intellectual Property Assignment Agreements; (vii) a duly executed counterpart of one or more Lease Assignment Agreements; (viii) a duly executed counterpart of one or more Sublease Assignment Agreements; (ix) a duly executed counterpart of one or more Rights-of-Way Assignment Agreements; (x) the certificate to be delivered pursuant to Section 6.3(d); (xi) [a duly executed counterpart of the]duly executed counterparts of the Escrow Agreement and, in the case of the 363 Sale, if a deposit is to be made into the Transfer Tax Escrow Account, the Transfer Tax Escrow Agreement; and (xii) duly executed counterparts of such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to Buyer and Seller, as may be reasonably required to give effect to this Agreement.

Deliveries by Buyer. At the Closing, Buyer shallwill deliver to Sellers’ Representative or other applicable Persons the following items: (a) deliver by wire transfer of immediately available funds to Sellerthe bank accounts specified in the Funds Flow Statement: (i) on behalf of the Company Group Members or the Sellers, to the Purchase Price less Persons to whom any Company Group Member or any Seller owes any portion of the Aggregate Buyer Discharge Estimated Unpaid Transaction Expenses Amount and less the Escrow Amount or Estimated Change of Control Payments which are to be delivered paid at Closing, in immediately available funds by wire transfer an amount equal to an account that portion of the Estimated Unpaid Transaction Expenses Amount owing or Estimated Change of Control Payments to such Persons to be paid at Closing as specified on the Funds Flow Statement; provided, however, that any such payments which has been designated by Seller at least two Business Days prior are treated as employment compensation shall be transferred to the Closing Dateapplicable Company Group Member for payment to the relevant party subject to any applicable Tax withholding; (bii) deliver to the Escrow Agent the Adjustment Escrow Amount in immediately available funds by wire transfer to the Escrow Agent, to which amount shall be held by paid into the Escrow Agent account set forth in the Adjustment Escrow Account; (c) cause each Buyer JV Partner to deliver to its applicable Transferred Joint Venture Parent the Buyer Discharge Amount applicable to such Transferred Joint Venture Parent in immediately available funds by wire transfer to an account for such Transferred Joint Venture Parent which has been designated by Seller at least two Business Days prior to the Closing Date and; (d) deliver to Seller (or to the applicable Affiliate of Seller), with respect to each Specified Business, such bills of sale, instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and Buyer, as may be reasonably necessary to effect, in each case in accordance with the terms of this Agreement (x) the assumption by Buyer of the Assumed Liabilities Related to such Specified Business (other than Assumed Liabilities retained by any Transferred Joint Venture Entity) and (y) the conveyance, transfer and assignment to Buyer of the Transferred Assets Related to such Specified Business (other than the Transferred Assets held by any Transferred Joint Venture Entity), including the following: (i) a duly executed counterpart of one or more Bills of Sale; (ii) a duly executed counterpart of one or more Assignment and Assumption AgreementsAgreement; (iii) evidence of the obtaining ofPPP Loan Escrow Amount to the PPP Loan Bank, or, with respect to Buyer Required Approvals that only require notice or filing, which amount shall be paid into the notice or filing with respect to, the Buyer Required Approvals; (iv) with respect to each Transferred Joint Venture Parent, a duly executed counterpart of a JV Interest Assignment Agreement; (v) a duly executed counterpart of one or more Transferred Investment Assignment Agreements; (vi) a duly executed counterpart of one or more Intellectual Property Assignment Agreements; (vii) a duly executed counterpart of one or more Lease Assignment Agreements; (viii) a duly executed counterpart of one or more Sublease Assignment Agreements; (ix) a duly executed counterpart of one or more Rights-of-Way Assignment Agreements; (x) the certificate to be delivered pursuant to Section 6.3(d); (xi) [a duly executed counterpart of the]duly executed counterparts of the Escrow Agreement and, account set forth in the case of the 363 Sale, if a deposit is to be made into the Transfer Tax Escrow Account, the Transfer Tax PPP Loan Escrow Agreement; and (xiiiv) the Sellers’ Representative Holdback Amount to the account designated by Sellers’ Representative; and (v) to each Seller, such Seller’s proportionate share of the Estimated Cash Consideration and the Estimated Net Closing Cash Adjustment (for payment to each Seller of such Seller’s proportionate share thereof) (collectively, the “Initial Merger Consideration”); (b) Subject to Section 2.5(a), cause Buyer’s stock transfer agent to issue to each Seller such Seller’s proportionate share of the Stock Consideration, which may be represented by one or more certificates or by book entry shares or may be uncertificated, at Buyer’s election (with evidence thereof being delivered to such Seller as promptly as practicable (but in any event within two (2) Business Days) following the Closing, and which shall bear such legends as to the restrictions on transfer thereof or stop transfer notations with respect thereto as contemplated by this Agreement; (c) good standing certificates (or equivalent documents) of Buyer dated within 5 days of the Closing Date issued by the Secretary of State of the State of Kansas; (d) the Escrow Agreement, duly executed counterparts by Buyer; (e) the Shareholders Agreement, duly executed by Buyer, Karex Xxxxxxx xxx Lori Xxxxxx; (f) the Certificates of such other customary instruments of transferMerger, assumptionsduly executed by Buyer; and (g) the Registration Rights Agreement, filings or documents, in form and substance reasonably satisfactory to Buyer and Seller, as may be reasonably required to give effect to this Agreementduly executed by Buyer.

Deliveries by Buyer. At or prior to the Closing, Buyer shallshall deliver the following: (a) deliver to Seller, an executed letter from Xxxxx stating that all of its Term Loan A Claims that are the subject of the Credit Bid have been satisfied in full pursuant to the Credit Bid or have been assumed by Xxxxx; (b) to Seller, the Purchase Price less Assumption Agreement and the Aggregate Buyer Discharge Amount and less the Escrow Amount IP Assignment Agreement, duly executed by Xxxxx; (c) to be delivered at ClosingSeller, a release, in immediately available funds form and substance acceptable to the Selling Entities, pursuant to which Buyer and the Term A Lenders release any and all causes of action and Claims which they may have held solely in their respective capacities as Term A Lenders (but not in any other capacity or for any other purpose), against the Selling Entities and each of their respective Representatives, other than causes of action and Claims based on or arising out of fraud or willful misconduct, solely in respect of the Term Loan A Claims that are being satisfied pursuant to the Credit Bid; (d) to Seller, a release, in form and substance acceptable to the Selling Entities, pursuant to which Buyer and the Term A Lenders release any and all causes of action and Claims held by wire transfer them against the Selling Entities’ Representatives, including all causes of action and Claims which they may have acquired pursuant to an account which has been designated by Section 2.1(j) hereof, other than causes of action and Claims based on or arising out of fraud or willful misconduct; (e) to Seller, a sales tax exemption certificate for each jurisdiction identified in Section 4.3(e) of the Seller at least two Business Days prior to Disclosure Letter, effective as of the Closing Date; (bf) deliver to Seller, a release pursuant to which Buyer releases any and all causes of action and Claims of the Escrow Agent Selling Entities under Chapter 5 of the Escrow Amount in immediately available funds by wire transfer Bankruptcy Code that were acquired pursuant to Section 2.1(j) hereof, other than causes of action and Claims against insiders of the Escrow Agent, to be held by the Escrow Agent in the Escrow AccountSelling Entities or any such causes of actions and Claims based on or arising out of fraud or willful misconduct; (cg) cause each to the Distribution Trustee, the Trade Creditors Note and the Seller Noteholders Note, duly executed by Xxxxx; (h) to the applicable holders thereof, the Term B Loan Claims Notes, duly executed by Xxxxx; (i) to Seller, the certificate contemplated by Section 8.3(d); and (j) to Seller, all other documents, instruments and writings reasonably required by the Selling Entities to be delivered by Buyer JV Partner to deliver to its applicable Transferred Joint Venture Parent the Buyer Discharge Amount applicable to such Transferred Joint Venture Parent in immediately available funds by wire transfer to an account for such Transferred Joint Venture Parent which has been designated by Seller at least two Business Days or prior to the Closing Date and; (d) deliver pursuant to Seller (or to the applicable Affiliate of Seller), with respect to each Specified Business, such bills of sale, instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and Buyer, as may be reasonably necessary to effect, in each case in accordance with the terms of this Agreement (x) the assumption by Buyer of the Assumed Liabilities Related to such Specified Business (other than Assumed Liabilities retained by any Transferred Joint Venture Entity) and (y) the conveyance, transfer and assignment to Buyer of the Transferred Assets Related to such Specified Business (other than the Transferred Assets held by any Transferred Joint Venture Entity), including the following: (i) a duly executed counterpart of one or more Bills of Sale; (ii) a duly executed counterpart of one or more Assignment and Assumption Agreements; (iii) evidence of the obtaining of, or, with respect to Buyer Required Approvals that only require notice or filing, the notice or filing with respect to, the Buyer Required Approvals; (iv) with respect to each Transferred Joint Venture Parent, a duly executed counterpart of a JV Interest Assignment Agreement; (v) a duly executed counterpart of one or more Transferred Investment Assignment Agreements; (vi) a duly executed counterpart of one or more Intellectual Property Assignment Agreements; (vii) a duly executed counterpart of one or more Lease Assignment Agreements; (viii) a duly executed counterpart of one or more Sublease Assignment Agreements; (ix) a duly executed counterpart of one or more Rights-of-Way Assignment Agreements; (x) the certificate to be delivered pursuant to Section 6.3(d); (xi) [a duly executed counterpart of the]duly executed counterparts of the Escrow Agreement and, in the case of the 363 Sale, if a deposit is to be made into the Transfer Tax Escrow Account, the Transfer Tax Escrow Agreement; and (xii) duly executed counterparts of such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to Buyer and Seller, as may be otherwise reasonably required to give effect to this Agreementin connection herewith.

Deliveries by Buyer. At the Closing, Buyer shallwill deliver or cause to be delivered to Sellers the following: (a) deliver to Seller, the Purchase Price less the Aggregate Buyer Discharge Amount and less the Escrow Amount to be delivered at Closing, in immediately available funds in the amount of (i) $9,137,586 (as adjusted, if at all, in accordance with Section 1.4(a) hereof, if the FTC Final Order is received by wire transfer to an account which has been designated by Seller at least two Business Days Buyer prior to the Closing Date) plus (ii) the Estimated Working Capital plus (iii) the aggregate amount on account of those certain operating liabilities set forth on Schedule 1.4(b) hereof plus (iv) to the extent determinable on the Closing Date, any amounts payable by Buyer in accordance with Section 1.9 less (v) to the extent determinable on the Closing Date, any amounts payable by Sellers in accordance with Section 1.9; (b) deliver to the Escrow Agent the Escrow Amount in immediately available funds by wire transfer to the Escrow Agent, to be held by the Escrow Agent in the Escrow Account; (c) cause each Buyer JV Partner to deliver to its applicable Transferred Joint Venture Parent the Buyer Discharge Amount applicable to such Transferred Joint Venture Parent in immediately available funds by wire transfer to an account for such Transferred Joint Venture Parent which has been designated by Seller at least two Business Days prior to the Closing Date and; (d) deliver to Seller (or to the applicable Affiliate of Seller), with respect to each Specified Business, such bills of sale, instruments of assumption and other instruments or documentsa duly executed Assumption Agreement, in form and substance reasonably acceptable to Seller Sellers ("Assumption Agreement"), and Buyer, such other good and sufficient instruments of assumption as may shall be reasonably necessary to effectnecessary, in each case the opinion of Sellers' counsel, to vest in accordance with the terms of this Agreement (x) the assumption by Buyer as of the Closing the Assumed Liabilities Related to such Specified Business (other than Assumed Liabilities retained by any Transferred Joint Venture Entity) and (y) the conveyance, transfer and assignment to Buyer of the Transferred Assets Related to such Specified Business (other than the Transferred Assets held by any Transferred Joint Venture Entity), including the following: (i) a duly executed counterpart of one or more Bills of SaleLiabilities; (iic) a duly executed counterpart an opinion of one or more Assignment and Assumption Agreements; (iii) evidence of the obtaining ofXxxxxxx Xxxx & Xxxxx LLP, or, with respect counsel to Buyer Required Approvals that only require notice or filing, the notice or filing with respect to, the Buyer Required Approvals; (iv) with respect to each Transferred Joint Venture Parent, a duly executed counterpart of a JV Interest Assignment Agreement; (v) a duly executed counterpart of one or more Transferred Investment Assignment Agreements; (vi) a duly executed counterpart of one or more Intellectual Property Assignment Agreements; (vii) a duly executed counterpart of one or more Lease Assignment Agreements; (viii) a duly executed counterpart of one or more Sublease Assignment Agreements; (ix) a duly executed counterpart of one or more Rights-of-Way Assignment Agreements; (x) the certificate to be delivered pursuant to Section 6.3(d); (xi) [a duly executed counterpart of the]duly executed counterparts of the Escrow Agreement and, in the case of the 363 Sale, if a deposit is to be made into the Transfer Tax Escrow Account, the Transfer Tax Escrow Agreement; and (xii) duly executed counterparts of such other customary instruments of transfer, assumptions, filings or documentsBuyer, in form and substance reasonably satisfactory acceptable to Sellers' counsel; (d) a certificate, dated as of the Closing Date, of an authorized officer of Buyer certifying as to the matters specified in Section 7.2(a); (e) to the extent required by Section 5.8 of this Agreement, duly executed Subleases and Temporary Leases, each in form and substance reasonably acceptable to Sellers; (f) a list containing the Equipment that Buyer desires to acquire and the Option Agreement in connection therewith, which Option Agreement shall be in form and substance reasonably acceptable to Sellers; (g) an opinion of Xxxxxx, Xxxxx & Bockius, special antitrust counsel to Buyer as to compliance with the HSR Act and Sellerthe FTC Preliminary Order, as may be in form and substance reasonably required acceptable to give effect Sellers' counsel; and (h) if the FTC Final Order has not been received by Buyer prior to this the Closing Date, the Escrow Agreement, in form and substance reasonably acceptable to Sellers.

Deliveries by Buyer. (a) At the Closing, Closing Buyer shall: (ai) deliver or cause to Sellerbe delivered to the Sellers a SWIFT-type wire transfer orders corresponding to the Closing Payment In Cash in accordance with Section 3.4, (ii) deliver or cause to be delivered to each Seller evidence of book-entry notations representing a number of shares of Buyer Common Stock equal to the portion of the Closing Payment in Stock to which each Seller is entitled hereunder, in each case as applicable in accordance with Section 3.4; |EU-DOCS\31822603.17|| (iii) deliver or cause to be delivered to the Purchase Price less Sellers a SWIFT-type wire transfer order corresponding to the Aggregate Buyer Discharge Amount and less payment of the Escrow Amount to be delivered at Closing, in immediately available funds by wire transfer to an account which has been designated by Seller at least two Business Days prior to the Closing Date; (b) deliver to the Escrow Agent the Escrow Amount in immediately available funds by wire transfer to the Escrow Agent, to be held by the Escrow Agent in the Escrow Account; (c) cause each Buyer JV Partner to deliver to its applicable Transferred Joint Venture Parent the Buyer Discharge Amount applicable to such Transferred Joint Venture Parent in immediately available funds by wire transfer to an account for such Transferred Joint Venture Parent which has been designated by Seller at least two Business Days prior to the Closing Date and; (d) deliver to Seller (or to the applicable Affiliate of Seller), with respect to each Specified Business, such bills of sale, instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and Buyer, as may be reasonably necessary to effect, in each case Account in accordance with the terms of this Agreement (x) the assumption by Buyer of the Assumed Liabilities Related to such Specified Business (other than Assumed Liabilities retained by any Transferred Joint Venture Entity) and (y) the conveyance, transfer and assignment to Buyer of the Transferred Assets Related to such Specified Business (other than the Transferred Assets held by any Transferred Joint Venture Entity), including the following: (i) a duly executed counterpart of one or more Bills of Sale; (ii) a duly executed counterpart of one or more Assignment and Assumption Agreements; (iii) evidence of the obtaining of, or, with respect to Buyer Required Approvals that only require notice or filing, the notice or filing with respect to, the Buyer Required ApprovalsSection 3.4; (iv) with respect deliver or cause to each Transferred Joint Venture Parent, be delivered to the Sellers a duly executed counterpart SWIFT-type wire transfer order corresponding to the payment of a JV Interest Assignment Agreementthe Sellers’ Costs; (v) deliver or cause to be delivered to the Sellers a duly executed counterpart SWIFT-type wire transfer order corresponding to the payment of one or more Transferred Investment Assignment Agreementsthe Closing Indebtedness in accordance with Section 3.4; (vi) deliver or cause to be delivered to the Sellers a duly executed counterpart SWIFT-type wire transfer order corresponding to the payment of one or more Intellectual Property Assignment Agreementsthe Vested Option Payment in accordance with Section 3.4; (vii) a deliver to the Sellers Representative: (A) the tax transfer forms (formulaire cerfa n°2759-SD) in respect of all such Transferred Securities, duly executed counterpart by Buyer; (B) an original copy of one or more Lease Assignment Agreementsthe Escrow Agreement duly executed by the Buyer as provided in Section 3.2; (C) an original copy of the Amended SSHA and of the Put Option for each holder of Free Shares 2018 duly executed by the Buyer; (D) an original copy of the Put & Call Option Agreement for each Founder duly executed by the Buyer; (E) an original copy of the Option Payment Agreement for each holder of Options listed in Schedule 1 duly executed by the Buyer and such holder of Options; (F) an original copy of equity letter from the Buyer substantially in the form set out in Schedule 7.2.2(a)(vii) duly executed by the Buyer; and (G) a certified copy of a board resolution of Buyer approving the Transaction and the execution by Buyer of the Transaction Documents and any other documents referred to in this Agreement; (viii) a duly executed counterpart of one or more Sublease Assignment Agreements; (ix) a duly executed counterpart of one or more Rights-of-Way Assignment Agreements; (x) deliver to the certificate to be delivered pursuant to Section 6.3(d); (xi) [a duly executed counterpart of the]duly executed counterparts of the Escrow Agreement and, in the case of the 363 Sale, if a deposit is to be made into the Transfer Tax Escrow Account, the Transfer Tax Escrow Agreement; and (xii) duly executed counterparts of such other customary instruments of transfer, assumptions, filings or documents, in form Sellers Representative all documentation and substance reasonably satisfactory to Buyer and Seller, as may be information reasonably required to give effect to this Agreementcomply with the Anti-Corruption Laws and the Anti-Money Laundering Laws requested by the Sellers Representative reasonably in advance.

Deliveries by Buyer. At the Closing, Buyer shall: (a) deliver to Seller, the Purchase Price less the Aggregate Buyer Discharge Amount and less the Escrow Amount to be delivered at Closing, in immediately available funds by wire transfer to an account which has been designated by Seller at least two Business Days prior to the Closing Date; (b) deliver to the Escrow Agent the Escrow Amount in immediately available funds by wire transfer to the Escrow Agent, to be held by the Escrow Agent in the Escrow Account; (c) cause each Buyer JV Partner to deliver to its applicable Transferred Joint Venture Parent the Buyer Discharge Amount applicable to such Transferred Joint Venture Parent in immediately available funds by wire transfer to an account for such Transferred Joint Venture Parent which has been designated by Seller at least two Business Days prior to the Closing Date and; (d) deliver to Seller (or to the applicable Affiliate of Seller), with respect to each Specified Business, such bills of sale, instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and Buyer, as may be reasonably necessary to effect, in each case in accordance with the terms of this Agreement (x) the assumption by Buyer of the Assumed Liabilities Related to such Specified Business (other than Assumed Liabilities retained by any Transferred Joint Venture Entity) and (y) the conveyance, transfer and assignment to Buyer of the Transferred Assets Related to such Specified Business (other than the Transferred Assets held by any Transferred Joint Venture Entity), including the following: (i) a duly executed counterpart of one or more Bills of Sale; (ii) a duly executed counterpart of one or more Assignment and Assumption Agreements; (iii) evidence of the obtaining of, or, with respect to Buyer Required Approvals that only require notice or filing, the notice or filing with respect to, the Buyer Required Approvals; (iv) with respect to each Transferred Joint Venture Parent, a duly executed counterpart of a JV Interest Assignment Agreement; (v) a duly executed counterpart of one or more Transferred Investment Assignment Agreements; (vi) a duly executed counterpart of one or more Intellectual Property Assignment Agreements; (vii) a duly executed counterpart of one or more Lease Assignment Agreements; Agreements; (viii) a duly executed counterpart of one or more Sublease Assignment Agreements;Assignment (ix) a duly executed counterpart of one or more Rights-of-Way Assignment Agreements; (x) the certificate to be delivered pursuant to Section 6.3(d); (xi) [a duly executed counterpart of the]duly theduly executed counterparts of the Escrow Agreement and, in the case of the 363 Sale, if a deposit is to be made into the Transfer Tax Escrow Account, the Transfer Tax Escrow Agreement; and (xii) duly executed counterparts of such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to Buyer and Seller, as may be reasonably required to give effect to this Agreement.

Deliveries by Buyer. At the Closing, the Buyer shallshall deliver the following: (a) deliver to Seller, A wire transfer of the portion of the Purchase Price less the Aggregate Buyer Discharge Amount and less the Escrow Amount to be delivered payable at Closing, in immediately available funds by wire transfer to an account which has been designated by Seller at least two Business Days prior to the Closing Date;. (b) deliver Certificate of the Secretary of the Buyer as to the Escrow Agent resolutions authorizing the Escrow Amount in immediately available funds by wire transfer to the Escrow Agent, to be held by the Escrow Agent in the Escrow Accounttransactions contemplated hereby; (c) cause each Buyer JV Partner to deliver to its applicable Transferred Joint Venture Parent Certificate signed by an officer of the Buyer Discharge Amount applicable certifying as to such Transferred Joint Venture Parent in immediately available funds by wire transfer to an account for such Transferred Joint Venture Parent which has been designated by Seller at least two Business Days prior to the accuracy of Buyer's representations and warranties as of the Closing Date andand the due performance of all covenants of Buyer contained in this Agreement; (d) deliver to Termination of the Stockholder Agreement among Buyer, Seller (or and Wisconsin Power and Light Company as to the applicable Affiliate of Seller), with respect to each Specified Business, such bills of sale, instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and Buyer, as may be reasonably necessary to effect, in each case in accordance with the terms of this Agreement (x) the assumption by Buyer of the Assumed Liabilities Related to such Specified Business (other than Assumed Liabilities retained by any Transferred Joint Venture Entity) and (y) the conveyance, transfer and assignment to Buyer of the Transferred Assets Related to such Specified Business (other than the Transferred Assets held by any Transferred Joint Venture Entity), including the following: (i) a duly executed counterpart of one or more Bills of Sale; (iie) a duly An executed counterpart of one or more Assignment and Assumption Agreements; (iii) evidence copy of the obtaining of, or, with respect to Buyer Required Approvals that only require notice or filing, Interim Services Agreement in substantially the notice or filing with respect to, form attached hereto as Exhibit A (the Buyer Required Approvals; (iv) with respect to each Transferred Joint Venture Parent, a duly executed counterpart of a JV Interest Assignment Agreement; (v) a duly executed counterpart of one or more Transferred Investment Assignment Agreements; (vi) a duly executed counterpart of one or more Intellectual Property Assignment Agreements; (vii) a duly executed counterpart of one or more Lease Assignment Agreements; (viii) a duly executed counterpart of one or more Sublease Assignment Agreements; (ix) a duly executed counterpart of one or more Rights-of-Way Assignment Agreements; (x) the certificate to be delivered pursuant to Section 6.3(d"SERVICES AGREEMENT"); (xif) [An executed agreement extending, as to the Seller, the Amended and Restated Power Purchase Contract made as of September 1, 1985 by and among Seller, Buyer and Wisconsin Power and Light Company (the "Power Contract") for a duly executed counterpart period of the]duly executed counterparts twelve years from the date of Closing and providing for Seller's continued enjoyment during that period of the Escrow Agreement and, benefits (subject to Seller's continued obligations) now provided by the Power Contract and including (i) appropriate re-opener language in the case event electric market deregulation occurs during such extension period and (ii) Buyer's agreement that it will accept increases in the cost structure under the Power Contract arising out of relicensing activities currently underway so long as Seller has the opportunity to intervene with respect to relicensing issues which would result in the increase; (g) An executed copy of the 363 Sale, if a deposit is to be made into Timber Management Agreement in substantially the Transfer Tax Escrow Account, form attached hereto as Exhibit B (the Transfer Tax Escrow "Timber Management Agreement"); and (xiih) duly executed counterparts of such Such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to Buyer and Seller, documents as may be reasonably required necessary or appropriate to give effect to this Agreementcarry out the transactions contemplated hereby.

Deliveries by Buyer. (a) At the Closing, Buyer shallshall deliver, or cause to be delivered, the following: (ai) deliver to Sellerthe Estimated Purchase Price, the Purchase Price less applicable amounts of which shall be paid, or caused to be paid, in immediately available funds by separate wire transfers as follows (subject in all events to the Aggregate Buyer Discharge Amount and less last sentence of Section 2.7(b)): (A) First, to the Escrow Amount Agent, to be delivered an account (the “Adjustment Escrow Account”) designated at Closingleast three (3) Business Days prior to the Closing Date by the Escrow Agent, in immediately available funds by wire transfer transfer, an amount equal to the Adjustment Escrow Amount; (B) Second, to the applicable Agents, to an account or accounts which has have been designated by Seller at least two Business Days prior to the Closing Date; three (b3) deliver to the Escrow Agent the Escrow Amount in immediately available funds by wire transfer to the Escrow Agent, to be held by the Escrow Agent in the Escrow Account; (c) cause each Buyer JV Partner to deliver to its applicable Transferred Joint Venture Parent the Buyer Discharge Amount applicable to such Transferred Joint Venture Parent in immediately available funds by wire transfer to an account for such Transferred Joint Venture Parent which has been designated by Seller at least two Business Days prior to the Closing Date and; (d) deliver to Seller (or by the applicable Agents in an aggregate amount equal to the applicable Affiliate of Seller), with respect to each Specified Business, such bills of sale, instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and Buyer, as may be reasonably necessary to effect, in each case Funded Debt Repayment Amount in accordance with the terms of this Agreement (x) the assumption by Buyer of the Assumed Liabilities Related to such Specified Business (other than Assumed Liabilities retained by any Transferred Joint Venture Entity) and (y) the conveyance, transfer and assignment to Buyer of the Transferred Assets Related to such Specified Business (other than the Transferred Assets held by any Transferred Joint Venture Entity), including the following:Confirmation Order; (iC) a duly executed counterpart of one Third, to the U.S. Share Seller, to an account or more Bills of Saleaccounts which have been designated at least three (3) Business Days prior to the Closing Date by the U.S. Share Seller in an amount equal to the Estimated U.S. Purchase Price; (D) Fourth, to the Non-U.S. Share Seller, to an account or accounts which have been designated at least three (3) Business Days prior to the Closing Date by the Non-U.S. Share Seller in an amount equal to the Estimated Non-U.S. Purchase Price, less the Funded Debt Repayment Amount and less the Adjustment Escrow Amount; and (E) Fifth, to Seller Parent, to an account or accounts which have been designated at least three (3) Business Days prior to the Closing Date by Seller Parent in an amount equal to the Estimated Acquired Assets Purchase Price. (ii) a duly executed counterpart of one to an escrow account or more Assignment and Assumption Agreementsaccounts which have been designated at least three (3) Business Days prior to the Closing Date by Seller Parent in an amount equal to the Professional Fee Escrow Amount; (iii) evidence of the obtaining of, or, with respect to Buyer Required Approvals that only require notice or filingSellers, the notice or filing with respect toU.S. Equity Transfer Agreement, the Buyer Required Approvalsduly executed by Buyer; (iv) with respect to each Transferred Joint Venture ParentSellers, a the Non-U.S. Share Transfer Agreement, duly executed counterpart of a JV Interest Assignment Agreementby Buyer; (v) a to Sellers, the Xxxx of Sale, duly executed counterpart of one or more Transferred Investment Assignment Agreementsby Buyer; (vi) a duly executed counterpart of one or more Intellectual Property Assignment Agreements; (vii) a duly executed counterpart of one or more Lease Assignment Agreements; (viii) a duly executed counterpart of one or more Sublease Assignment Agreements; (ix) a duly executed counterpart of one or more Rights-of-Way Assignment Agreements; (x) to Sellers, the certificate to be delivered pursuant to Section 6.3(d7.3(c); (xi) [a duly executed counterpart of the]duly executed counterparts of the Escrow Agreement and, in the case of the 363 Sale, if a deposit is to be made into the Transfer Tax Escrow Account, the Transfer Tax Escrow Agreement; and (xiivii) duly executed counterparts of to Sellers, such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to Buyer and SellerSeller Parent, as may be reasonably required to give effect to this Agreement or as reasonably requested by Seller Parent in order to give effect to the transactions contemplated by this Agreement. (b) The Adjustment Escrow Amount will not be used for any purpose except as expressly provided in this Agreement or the Escrow Agreement. For the avoidance of doubt, in no event shall the aggregate amount paid by Buyer under Section 2.7(a)(i) and Section 2.7(a)(ii) exceed the Estimated Purchase Price plus the Professional Fee Escrow Amount (and, for the avoidance of doubt, if the sum of the Funded Debt Repayment Amount and Adjustment Escrow Amount exceeds the Estimated Non-U.S. Purchase Price, such excess shall be deducted from the payments required to be made under Section 2.7(a)(i)(C) and/or Section 2.7(a)(i)(E) pro rata based on the allocation of the Purchase Price pursuant to Section 2.12(a) and the Allocation Schedule).

Deliveries by Buyer. At the Closing, Buyer shall: (a) deliver to Seller, the Purchase Price Cash Consideration less the Aggregate Buyer Discharge Amount and less cash portion of the Escrow Amount to be delivered at Closing, Closing in immediately available funds by wire transfer to an account which has been designated by Seller at least two Business Days prior to the Closing Date; (b) deliver, or cause to be delivered, to Seller, (i) stock certificates representing the Purchase Shares (less the stock portion of the Escrow Amount to be delivered at the Closing), duly endorsed for transfer or accompanied by executed stock transfer powers or other appropriate instruments of assignment and transfer or (ii) confirmation of a book-entry transfer of the Purchase Shares (less the stock portion of the Escrow Amount to be delivered at the Closing) in form and substance reasonably satisfactory to Buyer and Seller, in each case, free and clear of all Encumbrances, other than those arising as a result of the ownership of such Purchase Shares by the recipient thereunder or under applicable securities Laws; (c) deliver to the Escrow Agent Agent, (i) the cash portion of the Escrow Amount to be delivered at Closing in immediately available funds by wire transfer to the Escrow Agent and (ii) the stock portion of the Escrow Amount to be delivered at Closing, by (A) delivery of stock certificates representing such stock portion of the Escrow Amount or (B) confirmation of a book-entry transfer of such stock portion of the Escrow Amount in form and substance reasonably satisfactory to Buyer, Seller and the Escrow Agent, each to be held by the Escrow Agent in the Escrow Account; (c) cause each Buyer JV Partner to deliver to its applicable Transferred Joint Venture Parent the Buyer Discharge Amount applicable to such Transferred Joint Venture Parent in immediately available funds by wire transfer to an account for such Transferred Joint Venture Parent which has been designated by Seller at least two Business Days prior to the Closing Date and; (d) deliver to Seller (or to the applicable Affiliate of Seller), with respect to each Specified Business, such bills of sale, instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and Buyer, as may be reasonably necessary to effect, in each case in accordance with the terms of this Agreement (x) the assumption by Buyer of the Assumed Liabilities Related to such Specified Business (other than Assumed Liabilities retained by any Transferred Joint Venture Entity) and (y) the conveyance, transfer and assignment to Buyer of the Transferred Assets Related to such Specified Business (other than the Transferred Assets held by any Transferred Joint Venture Entity)Business, including the following: (iI) a duly executed counterpart of one or more Bills of Sale; (iiII) a duly executed counterpart of one or more Assignment and Assumption Agreements; (iiiIII) evidence of the obtaining of, or, with respect to Buyer Required Approvals that only require notice or filing, the notice or filing with respect to, the Buyer Required Approvals; (iv) with respect to each Transferred Joint Venture Parent, a duly executed counterpart of a JV Interest Assignment Agreement; (vIV) a duly executed counterpart of one or more Transferred Investment Assignment Agreements; (viV) a duly executed counterpart of one or more Intellectual Property Assignment Agreements; (viiVI) a duly executed counterpart of one or more Lease Assignment Agreements; (viiiVII) a duly executed counterpart of one or more Sublease Assignment Agreements; (ixVIII) a duly executed counterpart of one or more Rights-of-Way Assignment Agreements; (xIX) the certificate to be delivered pursuant to Section 6.3(d); (xiX) [a duly executed counterpart of the]duly executed counterparts of the Escrow Agreement and, in the case of the 363 Sale, if a deposit is to be made into the Transfer Tax Escrow Account, the Transfer Tax Escrow Agreement; and; (xiiXI) duly executed counterparts of such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to Buyer and Seller, as may be reasonably required to give effect to this Agreement; and (e) deliver to Seller the opinion of counsel referred to in Section 6.3(f).

Deliveries by Buyer. (a) At the Closing, Buyer shallshall deliver, or cause to be delivered, to Seller the following: (ai) deliver to the Closing Date Cash Purchase Price; (ii) the stock certificates or, if uncertificated, other evidence of ownership representing the Equity Consideration (or, if applicable, other similar documentation evidencing the Equity Consideration), registered in the name of Seller, free and clear of any Encumbrances (other than those arising under the Purchase Price less Standstill and Stockholder Agreement); (iii) the Aggregate Buyer Discharge Amount and less the Escrow Amount certificate to be delivered at pursuant to Section 7.3(c); and (iv) a counterpart of each Ancillary Agreement (other than the Standstill and Stockholder Agreement), duly executed by an authorized Representative of Buyer. (b) At the Closing, in immediately available funds Buyer shall deliver, or cause to be delivered, to the Escrow Agent, the following: (i) by wire transfer to the bank accounts that have been designated in writing by the Escrow Agent with respect to the Indemnity Escrow Amount and the Purchase Price Adjustment Escrow Amount at least two Business Days prior to the Closing Date (the bank account designated with respect to the Indemnity Escrow Amount, the “Indemnity Escrow Fund” and the bank account designated with respect to the Purchase Price Adjustment Escrow Amount, the “Purchase Price Adjustment Escrow Fund”) the amount of cash equal to the sum of the Indemnity Escrow Amount and the Purchase Price Adjustment Escrow Amount, which amounts shall be held by the Escrow Agent subject to the terms and conditions of an account which has escrow agreement, to be executed among Seller, Buyer and Wxxxx Fargo Bank, National Association, a national banking association, as escrow agent (the “Escrow Agent”) substantially in the form attached as Exhibit B hereto (the “Escrow Agreement”); and (ii) a counterpart of the Escrow Agreement, duly executed by an authorized Representative of Buyer. (c) At the Closing, Buyer shall deliver, or cause to be delivered, on behalf of the Company, by wire transfer(s) to lenders and payees of the Indebtedness for borrowed money of the Company, pursuant to the pay-off letters referenced in Section 6.19, at the bank accounts that have been designated by Seller the Company at least two Business Days prior to the Closing Date; (b) deliver , an amount of cash equal to the Escrow Agent the Escrow Amount Estimated Indebtedness set forth in immediately available funds by wire transfer to the Escrow Agent, to be held by the Escrow Agent in the Escrow Account; (c) cause each Buyer JV Partner to deliver to its applicable Transferred Joint Venture Parent the Buyer Discharge Amount applicable to such Transferred Joint Venture Parent in immediately available funds by wire transfer to an account for such Transferred Joint Venture Parent which has been designated by Seller at least two Business Days prior to the Closing Date and; (d) deliver to Seller (or to the applicable Affiliate of Seller), with respect to each Specified Business, such bills of sale, instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and Buyer, as may be reasonably necessary to effect, in each case in accordance with the terms of this Agreement (x) the assumption by Buyer of the Assumed Liabilities Related to such Specified Business (other than Assumed Liabilities retained by any Transferred Joint Venture Entity) and (y) the conveyance, transfer and assignment to Buyer of the Transferred Assets Related to such Specified Business (other than the Transferred Assets held by any Transferred Joint Venture Entity), including the following: (i) a duly executed counterpart of one or more Bills of Sale; (ii) a duly executed counterpart of one or more Assignment and Assumption Agreements; (iii) evidence of the obtaining of, or, with respect to Buyer Required Approvals that only require notice or filing, the notice or filing with respect to, the Buyer Required Approvals; (iv) with respect to each Transferred Joint Venture Parent, a duly executed counterpart of a JV Interest Assignment Agreement; (v) a duly executed counterpart of one or more Transferred Investment Assignment Agreements; (vi) a duly executed counterpart of one or more Intellectual Property Assignment Agreements; (vii) a duly executed counterpart of one or more Lease Assignment Agreements; (viii) a duly executed counterpart of one or more Sublease Assignment Agreements; (ix) a duly executed counterpart of one or more Rightspay-of-Way Assignment Agreements; (x) the certificate to be delivered pursuant to Section 6.3(d); (xi) [a duly executed counterpart of the]duly executed counterparts of the Escrow Agreement and, in the case of the 363 Sale, if a deposit is to be made into the Transfer Tax Escrow Account, the Transfer Tax Escrow Agreement; and (xii) duly executed counterparts of such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to Buyer and Seller, as may be reasonably required to give effect to this Agreementoff letters.

Deliveries by Buyer. At the Closing, Buyer shall:shall deliver to Seller (the "Buyer's Closing Deliveries"): (a) deliver The Purchase Price, as provided in SECTION 2.1 (provided, in part, by the release of the Xxxxxxx Money Escrow to Seller), less (i) the amount of the Xxxxx Xxx Escrow which shall be funded by Buyer at Closing out of the Purchase Price due to Seller, and (ii) the amount of the Indemnity Escrow which shall be funded by Buyer at Closing out of the Purchase Price less the Aggregate Buyer Discharge Amount and less the Escrow Amount due to be delivered at Closing, in immediately available funds by wire transfer to an account which has been designated by Seller at least two Business Days prior to the Closing DateSeller; (b) deliver A certificate executed by Buyer to the Escrow Agent effect that (A) each of Buyer's representations and warranties in this Agreement was accurate as stated herein as of the Escrow Amount date of this Agreement and is accurate as stated herein as of the Closing Date as if made on the Closing Date and (B) Buyer has performed and complied in immediately available funds by wire transfer to the Escrow Agent, all material respects with all covenants and conditions required to be held performed or complied with by it prior to or at the Escrow Agent in the Escrow AccountClosing; (c) cause each Buyer JV Partner An opinion of Xxxxxx Xxxxxx & Zavis, legal counsel to deliver to its applicable Transferred Joint Venture Parent the Buyer Discharge Amount applicable to such Transferred Joint Venture Parent in immediately available funds by wire transfer to an account for such Transferred Joint Venture Parent which has been designated by Seller at least two Business Days prior to Buyer, dated the Closing Date andDate, covering the matters set forth in EXHIBIT 3.3(c) attached hereto; (d) deliver to The License Agreements, duly executed by Dominion and KTI; (e) The Xxxxx Xxx Escrow Agreement, duly executed by Seller and the escrow agent named therein; (or to f) The Indemnity Escrow Agreement, duly executed by Seller and the applicable Affiliate escrow agent named therein; and (g) Such other documents as Seller may reasonably request for the purpose of Seller)consummating the Contemplated Transactions, with respect to each Specified Business, such bills of sale, instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and Buyer, as may be reasonably necessary to effect, in each case in accordance with the terms of this Agreement (x) the assumption by Buyer of the Assumed Liabilities Related to such Specified Business (other than Assumed Liabilities retained by any Transferred Joint Venture Entity) and (y) the conveyance, transfer and assignment to Buyer of the Transferred Assets Related to such Specified Business (other than the Transferred Assets held by any Transferred Joint Venture Entity), including the following: (i) a duly executed counterpart of one or more Bills of Sale; (ii) a duly executed counterpart of one or more Assignment and Assumption Agreements; (iii) evidence of the obtaining of, or, with respect to Buyer Required Approvals that only require notice or filing, the notice or filing with respect to, the Buyer Required Approvals; (iv) with respect to each Transferred Joint Venture Parent, a duly executed counterpart of a JV Interest Assignment Agreement; (v) a duly executed counterpart of one or more Transferred Investment Assignment Agreements; (vi) a duly executed counterpart of one or more Intellectual Property Assignment Agreements; (vii) a duly executed counterpart of one or more Lease Assignment Agreements; (viii) a duly executed counterpart of one or more Sublease Assignment Agreements; (ix) a duly executed counterpart of one or more Rights-of-Way Assignment Agreements; (x) the certificate to be delivered pursuant to Section 6.3(d); (xi) [a duly executed counterpart of the]duly executed counterparts of the Escrow Agreement and, in the case of the 363 Sale, if a deposit is to be made into the Transfer Tax Escrow Account, the Transfer Tax Escrow Agreement; and (xii) duly executed counterparts of such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to Buyer 's and Seller, as may be reasonably required to give effect to this Agreement's counsel.

Deliveries by Buyer. At the Closing, Buyer shall: (a) shall deliver to Seller, the Purchase Price less the Aggregate Buyer Discharge Amount and less the Escrow Amount or cause to be delivered at Closing, in immediately available funds by wire transfer to an account which has been designated by Seller at least two Business Days prior to the Closing Date; (b) deliver to the Escrow Agent the Escrow Amount in immediately available funds by wire transfer to the Escrow Agent, to be held by the Escrow Agent in the Escrow Account; (c) cause each Buyer JV Partner to deliver to its applicable Transferred Joint Venture Parent the Buyer Discharge Amount applicable to such Transferred Joint Venture Parent in immediately available funds by wire transfer to an account for such Transferred Joint Venture Parent which has been designated by Seller at least two Business Days prior to the Closing Date and; (d) deliver to Seller (or to the applicable Affiliate of Seller), with respect to each Specified Business, such bills of sale, instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and Buyer, as may be reasonably necessary to effect, in each case in accordance with the terms of this Agreement (x) the assumption by Buyer of the Assumed Liabilities Related to such Specified Business (other than Assumed Liabilities retained by any Transferred Joint Venture Entity) and (y) the conveyance, transfer and assignment to Buyer of the Transferred Assets Related to such Specified Business (other than the Transferred Assets held by any Transferred Joint Venture Entity), including the following------------------- Sellers: (i) True and correct copies of the Certificate of Formation of Buyer, certified by the Secretary of State of Delaware as of a duly executed counterpart date within ten (10) business days preceding the Closing Date, and true and correct copies of one the bylaws of Buyer, certified as of the Closing Date by the Secretary or more Bills an Assistant Secretary of SaleBuyer; (ii) a duly executed counterpart Good standing certificates relating to Buyer from the States of one or more Assignment Delaware and Assumption AgreementsCalifornia; (iii) evidence A resolution of the obtaining ofManager of Buyer authorizing the execution and delivery of this Agreement and the performance of the transactions contemplated hereby, or, with respect to Buyer Required Approvals that only require notice certified by the Secretary or filing, the notice or filing with respect to, the Buyer Required Approvalsan Assistant Secretary of Buyer; (iv) with respect The Buildings and Equipment Purchase Price by wire transfer of immediately available funds to each Transferred Joint Venture Parent, a duly executed counterpart of a JV Interest Assignment Agreementan account or accounts to be designated by Sellers; (v) a duly executed counterpart of one or more Transferred Investment Assignment Agreements;The Promissory Note representing the Timberlands Purchase Price, subject to adjustment pursuant to Section 1.5; ----------- (vi) a duly executed counterpart The Letter of one or more Intellectual Property Assignment AgreementsCredit; (vii) a duly executed counterpart A Secretary's Certificate attesting to the incumbency of one or more Lease Assignment Agreementsthe officers executing this Agreement and the other certificates and agreements delivered by Buyer at the Closing; (viii) a duly executed counterpart of one or more Sublease Assignment Agreements;An Officer's Certificate attesting to the matters set forth in Section 6.1; ----------- (ix) Opinion of Buyer's counsel dated the Closing Date, in the form and substance satisfactory to Sellers and their counsel, affirming the matters set forth in Section 6.1 and affirming that (a) Buyer is duly organized, validly ----------- existing and in good standing under the laws of the jurisdiction of its incorporation or organization with the power and authority to own and operate the Timberlands, and (b) the execution, delivery and performance of this Agreement and the Promissory Note have been duly authorized by all necessary action on the part of Buyer and this Agreement constitutes a duly executed counterpart valid and binding obligation of one Buyer, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium or more Rights-of-Way Assignment Agreementssimilar laws affecting creditors' rights and to equitable principles; (x) the certificate to be delivered pursuant to Section 6.3(d); (xi) [a duly Instruments executed counterpart of the]duly executed counterparts of the Escrow Agreement and, in the case of the 363 Sale, if a deposit is to be made into the Transfer Tax Escrow Account, the Transfer Tax Escrow Agreement; and (xii) duly executed counterparts of such other customary instruments of transfer, assumptions, filings or documentsby Buyer, in form and substance reasonably satisfactory to Sellers, pursuant to which Buyer assumes the Assumed Liabilities; and (xi) Such other and Sellerfurther certificates, assurances and documents as may reasonably be reasonably required to give effect to this Agreementby Sellers in connection with the consummation of the transactions contemplated hereby.

Deliveries by Buyer. At the Closing, Buyer shall: (a) deliver to Sellerthe Shareholder Representative a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer, in form and substance reasonably satisfactory to the Purchase Price less Shareholder Representative, certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the Aggregate board of directors (or equivalent thereof) of Buyer Discharge Amount authorizing the execution, delivery and less performance of this Agreement and the consummation of the transactions contemplated hereby, (ii) that all such resolutions are in full force and effect, and (iii) the names and signatures of the officers of Buyer authorized to sign this Agreement and the Transaction Documents to which Buyer is a Party; (b) deliver to the Shareholder Representative the articles of incorporation (or equivalent document) and all amendments thereto of Buyer, duly certified as of a recent date by the secretary of state of the state of its organization; (c) deliver to the Shareholder Representative a good standing certificate (or its equivalent) of Buyer as of a recent date from the secretary of state of the state of its organization; (d) deliver to the Shareholder Representative the Escrow Amount to be delivered at ClosingAgreement, in duly executed by Buyer and Bank of America, N.A. the (“Escrow Agent”); (e) deposit $1,000,000 (the “Escrow Amount”) with the Escrow Agent by wire transfer of immediately available funds by wire transfer to an account which has been designated by Seller the Escrow Agent; (f) pay the Estimated Closing Company Transaction Expenses in such amounts and to such accounts as specified by the Shareholder Representative by written notice given to Buyer no less than two (2) Business Days prior to the Closing Date; provided, however, that in the case of Estimated Closing Company Transaction Expenses owed to employees of the Company, Buyer shall contribute such amounts to the Company upon the Closing and cause the Company to pay such amounts (less applicable withholding and any Taxes required to be paid by the Company with respect thereto) to the applicable employees within seventy-five (75) days following the Closing, and that for purposes of applying Section 6.11 such payments shall be treated as if they accrued for payment, and were paid, at least the Closing immediately before the Effective Time; (g) pay the Estimated Closing Funded Indebtedness in such amounts and to such accounts as specified in payoff letters delivered by the holders thereof to Buyer no less than two (2) Business Days prior to the Closing Date; (bh) deliver pay the Shareholders (in accordance with their respective Pro Rata Shares and to the Escrow Agent the Escrow Amount in immediately available funds by wire transfer to the Escrow Agent, to be held such accounts as specified by the Escrow Agent in the Escrow Account; Shareholder Representative by written notice given to Buyer no less than two (c2) cause each Buyer JV Partner to deliver to its applicable Transferred Joint Venture Parent the Buyer Discharge Amount applicable to such Transferred Joint Venture Parent in immediately available funds by wire transfer to an account for such Transferred Joint Venture Parent which has been designated by Seller at least two Business Days prior to the Closing Date and; (dDate) deliver to Seller (or an amount equal to the applicable Affiliate of Seller), with respect to each Specified Business, such bills of sale, instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and Buyer, as may be reasonably necessary to effect, in each case in accordance with the terms of this Agreement (x) the assumption by Buyer of the Assumed Liabilities Related to such Specified Business (other than Assumed Liabilities retained by any Transferred Joint Venture Entity) and (y) the conveyance, transfer and assignment to Buyer of the Transferred Assets Related to such Specified Business (other than the Transferred Assets held by any Transferred Joint Venture Entity), including the followingBase Purchase Price: (i) a duly executed counterpart of one or more Bills of Sale;minus the Escrow Amount; and (ii) plus, the Net Estimated Adjustment Amount (which may be a duly executed counterpart of one or more Assignment and Assumption Agreements;negative number). (iiii) evidence deliver to or as directed by the Shareholder Representative such other documents as the Shareholder Representative may reasonably request for the purpose of facilitating the consummation of any of the obtaining of, or, with respect to Buyer Required Approvals that only require notice or filing, the notice or filing with respect to, the Buyer Required Approvals; (iv) with respect to each Transferred Joint Venture Parent, a duly executed counterpart of a JV Interest Assignment Agreement; (v) a duly executed counterpart of one or more Transferred Investment Assignment Agreements; (vi) a duly executed counterpart of one or more Intellectual Property Assignment Agreements; (vii) a duly executed counterpart of one or more Lease Assignment Agreements; (viii) a duly executed counterpart of one or more Sublease Assignment Agreements; (ix) a duly executed counterpart of one or more Rights-of-Way Assignment Agreements; (x) the certificate to be delivered pursuant to Section 6.3(d); (xi) [a duly executed counterpart of the]duly executed counterparts of the Escrow Agreement and, in the case of the 363 Sale, if a deposit is to be made into the Transfer Tax Escrow Account, the Transfer Tax Escrow Agreement; and (xii) duly executed counterparts of such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to Buyer and Seller, as may be reasonably required to give effect to this Agreementtransactions contemplated hereby.

Deliveries by Buyer. At the Closing, Buyer shallwill deliver or cause to be delivered to Sellers the following: (a) deliver to Seller, the Purchase Price less the Aggregate Buyer Discharge Amount and less the Escrow Amount to be delivered at Closing, in immediately available funds in the amount of (i) $9,137,586 (as adjusted, if at all, in accordance with Section 1.4(a) hereof, if the FTC Final Order is received by wire transfer to an account which has been designated by Seller at least two Business Days Buyer prior to the Closing Date) plus (ii) the Estimated Working Capital plus (iii) the aggregate amount on account of those certain operating liabilities set forth on Schedule 1.4(b) hereof plus (iv) to the extent determinable on the Closing Date, any amounts payable by Buyer in accordance with Section 1.9 less (v) to the extent determinable on the Closing Date, any amounts payable by Sellers in accordance with Section 1.9; (b) deliver to the Escrow Agent the Escrow Amount in immediately available funds by wire transfer to the Escrow Agent, to be held by the Escrow Agent in the Escrow Account; (c) cause each Buyer JV Partner to deliver to its applicable Transferred Joint Venture Parent the Buyer Discharge Amount applicable to such Transferred Joint Venture Parent in immediately available funds by wire transfer to an account for such Transferred Joint Venture Parent which has been designated by Seller at least two Business Days prior to the Closing Date and; (d) deliver to Seller (or to the applicable Affiliate of Seller), with respect to each Specified Business, such bills of sale, instruments of assumption and other instruments or documentsa duly executed Assumption Agreement, in form and substance reasonably acceptable to Seller Sellers ("Assumption Agreement"), and Buyer, such other good and sufficient instruments of assumption as may shall be reasonably necessary to effectnecessary, in each case the opinion of Sellers' counsel, to vest in accordance with the terms of this Agreement (x) the assumption by Buyer as of the Closing the Assumed Liabilities Related to such Specified Business (other than Assumed Liabilities retained by any Transferred Joint Venture Entity) and (y) the conveyance, transfer and assignment to Buyer of the Transferred Assets Related to such Specified Business (other than the Transferred Assets held by any Transferred Joint Venture Entity), including the following: (i) a duly executed counterpart of one or more Bills of SaleLiabilities; (iic) a duly executed counterpart an opinion of one or more Assignment Schulte Roth & Zabel LLP, counsel to Buyer, in form and Assumption Agreementssubstance reasxxxxxx axxxxtabxx xx Sellers' counsel; (iiid) evidence a certificate, dated as of the obtaining ofClosing Date, or, with respect of an authorized officer of Buyer certifying as to Buyer Required Approvals that only require notice or filing, the notice or filing with respect to, the Buyer Required Approvals; (iv) with respect to each Transferred Joint Venture Parent, a duly executed counterpart of a JV Interest Assignment Agreement; (v) a duly executed counterpart of one or more Transferred Investment Assignment Agreements; (vi) a duly executed counterpart of one or more Intellectual Property Assignment Agreements; (vii) a duly executed counterpart of one or more Lease Assignment Agreements; (viii) a duly executed counterpart of one or more Sublease Assignment Agreements; (ix) a duly executed counterpart of one or more Rights-of-Way Assignment Agreements; (x) the certificate to be delivered pursuant to matters specified in Section 6.3(d7.2(a); (xie) [a to the extent required by Section 5.8 of this Agreement, duly executed counterpart of the]duly executed counterparts of the Escrow Agreement andSubleases and Temporary Leases, each in the case of the 363 Sale, if a deposit is form and substance reasonably acceptable to be made into the Transfer Tax Escrow Account, the Transfer Tax Escrow Agreement; andSellers; (xiif) duly executed counterparts a list containing the Equipment that Buyer desires to acquire and the Option Agreement in connection therewith, which Option Agreement shall be in form and substance reasonably acceptable to Sellers; (g) an opinion of such other customary instruments of transferMorgan, assumptionsLewis & Bockius, filings or documentsspecial antitrust counsel to Buyer as to compxxxxxx xxxx xhe HSR Act and the FTC Preliminary Order, in form and substance reasonably satisfactory acceptable to Sellers' counsel; and (h) if the FTC Final Order has not been received by Buyer prior to the Closing Date, the Escrow Agreement, in form and Seller, as may be substance reasonably required acceptable to give effect to this AgreementSellers.

Deliveries by Buyer. At On or before the ClosingClosing Date, Buyer shallwill deliver: (a) deliver to Sellerthe Sellers, the Purchase Price less the Aggregate Buyer Discharge Amount and less the Escrow Amount to be delivered at Closinga certificate, in immediately available funds by wire transfer to an account which has been designated by Seller at least two Business Days prior to dated the Closing Date, executed by Buyer, certifying that the conditions to Sellers’ obligation to consummate the Closing under Sections 9.1 and 9.2 have been satisfied; (b) deliver to each Seller, such Seller’s Pro Rata Share of the Escrow Agent the Escrow Amount in Initial Payment, by wire transfer of immediately available funds in United States currency to an account or accounts designated in writing by wire transfer Sellers, and Buyer will cause the Company to pay the Escrow Agent, Indebtedness to be held by Repaid, the Escrow Agent in Deferred Compensation and the Escrow AccountSeller Expenses; (c) cause each Buyer JV Partner to deliver to its applicable Transferred Joint Venture Parent the Buyer Discharge Amount applicable to such Transferred Joint Venture Parent in immediately available funds by wire transfer to an account for such Transferred Joint Venture Parent which has been designated by Seller at least two Business Days prior to the Closing Date andtrust account of Wxxxxx Rxxxxxx Yxxxx & Pxxxxx LLP for the benefit of the Escrow Agent, the Escrow Amount; (d) deliver to Seller each Seller, such Seller’s Pro Rata Share of the Estimated Tax Make-Whole Payment Amount, by wire transfer of immediately available funds in United States currency to an account or accounts designated in writing by such Seller; (or e) to the applicable Affiliate Sellers, a certificate of Seller)good standing for Buyer and a certified copy of the Certificate of Incorporation of Buyer, with respect to each Specified Businessand any amendments thereto, such bills issued by the Secretary of sale, instruments State of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and the jurisdiction of incorporation of Buyer, as may be reasonably necessary to effect, in each case in accordance with the terms of this Agreement (x) the assumption by Buyer of the Assumed Liabilities Related to such Specified Business (other than Assumed Liabilities retained by any Transferred Joint Venture Entity) and (y) the conveyance, transfer and assignment to Buyer of the Transferred Assets Related to such Specified Business (other than the Transferred Assets held by any Transferred Joint Venture Entity), including the following: (i) a duly executed counterpart of one or more Bills of Salerecent date; (iif) a duly to the Sellers, the Escrow Agreement executed counterpart of one or more Assignment and Assumption Agreementsby the Buyer; (iiig) evidence of to the obtaining of, or, with respect to Buyer Required Approvals that only require notice or filingCompany, the notice or filing with respect to, Employment Agreements executed by the Buyer Required Approvals; (iv) with respect to each Transferred Joint Venture Parent, a duly executed counterpart of a JV Interest Assignment Agreement; (v) a duly executed counterpart of one or more Transferred Investment Assignment Agreements; (vi) a duly executed counterpart of one or more Intellectual Property Assignment Agreements; (vii) a duly executed counterpart of one or more Lease Assignment Agreements; (viii) a duly executed counterpart of one or more Sublease Assignment Agreements; (ix) a duly executed counterpart of one or more Rights-of-Way Assignment Agreements; (x) the certificate to be delivered pursuant to Section 6.3(d); (xi) [a duly executed counterpart of the]duly executed counterparts of the Escrow Agreement and, in the case of the 363 Sale, if a deposit is to be made into the Transfer Tax Escrow Account, the Transfer Tax Escrow AgreementCompany; and (xiih) duly to the Sellers, the Stockholders’ Agreement executed counterparts of such other customary instruments of transfer, assumptions, filings or documents, in form by Compass Group Diversified Holdings LLC and substance reasonably satisfactory to Buyer and Seller, as may be reasonably required to give effect to this Agreementthe Buyer.

Deliveries by Buyer. At Upon the Closingterms and subject to the conditions set forth in this Agreement, in reliance on the representations, warranties and agreements of the Seller Parties contained herein and in consideration of the sale, assignment, transfer, conveyance and delivery of the Units contemplated hereby, Buyer shall: agrees to deliver (a) deliver to Seller, the Purchase Price less the Aggregate Buyer Discharge Amount and less the Escrow Amount or cause to be delivered at Closing, in immediately available funds by wire transfer to an account which has been designated by Seller at least two Business Days prior delivered) to the Closing Date; (b) deliver to the Escrow Agent the Escrow Amount in immediately available funds by wire transfer to the Escrow Agent, to be held by the Escrow Agent in the Escrow Account; (c) cause each Buyer JV Partner to deliver to its applicable Transferred Joint Venture Parent the Buyer Discharge Amount applicable to such Transferred Joint Venture Parent in immediately available funds by wire transfer to an account for such Transferred Joint Venture Parent which has been designated by Seller at least two Business Days prior to the Closing Date and; (d) deliver to Seller Representative (or to the applicable Affiliate of SellerSeller Party), with respect to each Specified Business, such bills of sale, instruments of assumption and other instruments or documents, at the Closing on the Closing Date the following (reasonably satisfactory in form and substance reasonably acceptable to the Seller Representative and Buyer, as may be reasonably necessary to effect, in each case in accordance with the terms of this Agreement (x) the assumption by Buyer of the Assumed Liabilities Related to such Specified Business (other than Assumed Liabilities retained by any Transferred Joint Venture Entity) and (y) the conveyance, transfer and assignment to Buyer of the Transferred Assets Related to such Specified Business (other than the Transferred Assets held by any Transferred Joint Venture Entity), including the following:its legal counsel): (i) a duly executed counterpart to each Seller, checks or wire transfers of one or more Bills of Salethe Cash Consideration to which each Seller is entitled hereunder on the Closing Date in accordance with Section 1.2(b) hereof in accordance with payment instructions provided by the Seller Representative; (ii) a duly executed counterpart to each Seller, confirmation from Buyer’s transfer agent of one or more Assignment and Assumption Agreementsissuance of shares of Buyer Common Stock in book-entry form representing the Equity Consideration to which such Seller is entitled hereunder payable pursuant to Section 1.2(a) hereof, electronically registered in the name of such Seller; (iii) evidence of the obtaining of, or, Seller Representative Reserve in accordance with respect to Buyer Required Approvals that only require notice or filing, the notice or filing with respect to, the Buyer Required ApprovalsSection 1.5 hereof; (iv) with respect to each Transferred Joint Venture Parent, a duly certificate executed counterpart by the Secretary or an Assistant Secretary of Buyer certifying as of the Closing Date (A) a true and complete copy of the Amended and Restated Certificate of Incorporation of Buyer certified as of a JV Interest Assignment recent date by the Secretary of State of the State of Delaware, (B) a true and complete copy of the Amended and Restated Bylaws of Buyer, (C) a true and complete copy of the resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby and (D) incumbency matters; (v) a duly executed counterpart certificate of one or more Transferred Investment Assignment Agreementsgood standing and/or subsistence of Buyer, dated as of a recent date prior to the Closing, issued by the Secretary of State of the State of Delaware; (vi) a duly certificate executed counterpart by an executive officer of one or more Intellectual Property Assignment Agreements;Buyer certifying as to the matters set forth in Section 7.1(a) hereof as of the Closing Date; and (vii) a duly executed counterpart of one or more Lease Assignment Agreements; (viii) a duly executed counterpart of one or more Sublease Assignment Agreements; (ix) a duly executed counterpart of one or more Rights-of-Way Assignment Agreements; (x) the certificate to be delivered pursuant to Section 6.3(d); (xi) [a duly executed counterpart of the]duly executed counterparts of the Escrow Agreement and, such other documents and instruments as in the case opinion of the 363 Sale, if a deposit is to be made into the Transfer Tax Escrow Account, the Transfer Tax Escrow Agreement; and (xii) duly executed counterparts of such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to Buyer and Seller, as counsel for Seller Parties may be reasonably required to give effect effectuate the terms of this Agreement and to this Agreementcomply with the terms hereof.

Deliveries by Buyer. At the Closing, Buyer shallshall make the following payments: (ai) deliver Buyer shall pay the Estimated Purchase Price (as defined below) to Sellerthe Sellers by: (A) depositing the Adjustment Escrow Amount into an escrow account (the “Adjustment Escrow Account”) to be established and maintained by U.S. Bank National Association, a national banking association (the “Escrow Agent”), pursuant to an escrow agreement, substantially in the form of Exhibit B attached hereto (the “Escrow Agreement”), to be entered into on the Closing Date by and among the Seller Representative, Buyer and the Escrow Agent. The funds held in the Adjustment Escrow Account (the “Adjustment Escrow Funds”) shall serve as security for, and the sole source of payment of, the Sellers’ obligations pursuant to Section 2.4(b)(ii), if any; (B) depositing the Indemnity Escrow Amount into an escrow account (the “Indemnity Escrow Account”) to be established and maintained by the Escrow Agent pursuant to the Escrow Agreement. The funds held in the Indemnity Escrow Account (the “Indemnity Escrow Funds”) shall serve as security for, and a source of payment of, the Sellers’ obligations pursuant to Article 9, if any; (C) paying to the Sellers an amount equal to the Estimated Purchase Price less minus the Aggregate Buyer Discharge Amount and less sum of the Adjustment Escrow Amount, the Indemnity Escrow Amount and, if the joint notice described in Section 11.9(e) is provided in accordance with the terms of Section 11.9(e), the Holdback Amount; and (D) if the joint notice described in Section 11.9(e) is provided in accordance with the terms of Section 11.9(e), paying to the Seller Representative an amount equal to the Holdback Amount. (ii) Buyer shall pay or cause a Group Company to pay in full all Indebtedness outstanding under the Credit Facilities in accordance with the Pay-off Letters unless it has provided to the Sellers written confirmation that Buyer does not intend to repay the Indebtedness outstanding under the Credit Facilities prior to or at Closing; provided, that Buyer shall keep the Company reasonably informed of its plans to repay such Indebtedness and such written confirmation shall be provided no later than the date that is one (1) day after the satisfaction (or waiver) of the conditions set forth in Article 7 (other than Section 7.2(h) or those conditions to be satisfied by the delivery of documents or taking of any other action at the Closing by any Party). (iii) Buyer shall pay or cause a Group Company to pay all Seller Expenses (including the Management Bonus Amount) in accordance with payment instructions delivered at in writing by the Seller Representative to Buyer no later than three (3) Business Days prior to Closing, in immediately available funds . All payments made by Buyer pursuant to this Section 2.3(b) shall be made by wire transfer of immediately available funds, with such payment amounts in respect of amounts paid to an account the Sellers to be (except for the Management Bonus Amount) allocated among the Sellers in accordance with their respective Pro Rata Percentages (except for the Holdback Amount, which has been designated shall be allocated in accordance with the Holdback Allocation, and the Indemnity Escrow Amount, which shall be allocated in accordance with the Percentage Allocations) and each Seller’s portion of such payment amounts paid by Buyer to the accounts specified by such Sellers or (if not so specified by a Seller) by the Seller at least two Representative no later than three (3) Business Days prior to the Closing Date; (b) deliver to the Escrow Agent the Escrow Amount in immediately available funds by wire transfer to the Escrow Agent, to be held by the Escrow Agent in the Escrow Account; (c) cause each Buyer JV Partner to deliver to its applicable Transferred Joint Venture Parent the Buyer Discharge Amount applicable to such Transferred Joint Venture Parent in immediately available funds by wire transfer to an account for such Transferred Joint Venture Parent which has been designated by Seller at least two Business Days prior to the Closing Date and; (d) deliver to Seller (or to the applicable Affiliate of Seller), with respect to each Specified Business, such bills of sale, instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and Buyer, as may be reasonably necessary to effect, in each case in accordance with the terms of this Agreement (x) the assumption by Buyer of the Assumed Liabilities Related to such Specified Business (other than Assumed Liabilities retained by any Transferred Joint Venture Entity) and (y) the conveyance, transfer and assignment to Buyer of the Transferred Assets Related to such Specified Business (other than the Transferred Assets held by any Transferred Joint Venture Entity), including the following: (i) a duly executed counterpart of one or more Bills of Sale; (ii) a duly executed counterpart of one or more Assignment and Assumption Agreements; (iii) evidence of the obtaining of, or, with respect to Buyer Required Approvals that only require notice or filing, the notice or filing with respect to, the Buyer Required Approvals; (iv) with respect to each Transferred Joint Venture Parent, a duly executed counterpart of a JV Interest Assignment Agreement; (v) a duly executed counterpart of one or more Transferred Investment Assignment Agreements; (vi) a duly executed counterpart of one or more Intellectual Property Assignment Agreements; (vii) a duly executed counterpart of one or more Lease Assignment Agreements; (viii) a duly executed counterpart of one or more Sublease Assignment Agreements; (ix) a duly executed counterpart of one or more Rights-of-Way Assignment Agreements; (x) the certificate to be delivered pursuant to Section 6.3(d); (xi) [a duly executed counterpart of the]duly executed counterparts of the Escrow Agreement and, in the case of the 363 Sale, if a deposit is to be made into the Transfer Tax Escrow Account, the Transfer Tax Escrow Agreement; and (xii) duly executed counterparts of such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to Buyer and Seller, as may be reasonably required to give effect to this Agreement.

Deliveries by Buyer. At the Closing, Buyer shall:shall deliver to Seller (the "Buyer's Closing Deliveries"): (a) deliver The Purchase Price, as provided in SECTION 2.1 (provided, in part, by the release of the Xxxxxxx Money Escrow to Seller), less (i) the amount of the Xxxxx Xxx Escrow which shall be funded by Buyer at Closing out of the Purchase Price due to Seller, and (ii) the amount of the Indemnity Escrow which shall be funded by Buyer at Closing out of the Purchase Price less the Aggregate Buyer Discharge Amount and less the Escrow Amount due to be delivered at Closing, in immediately available funds by wire transfer to an account which has been designated by Seller at least two Business Days prior to the Closing DateSeller; (b) deliver A certificate executed by Buyer to the Escrow Agent effect that (A) each of Buyer's representations and warranties in this Agreement was accurate as stated herein as of the Escrow Amount date of this Agreement and is accurate as stated herein as of the Closing Date as if made on the Closing Date and (B) Buyer has performed and complied in immediately available funds by wire transfer to the Escrow Agent, all material respects with all covenants and conditions required to be held performed or complied with by it prior to or at the Escrow Agent in the Escrow AccountClosing; (c) cause each Buyer JV Partner An opinion of Xxxxxx Xxxxxx & Zavis, legal counsel to deliver to its applicable Transferred Joint Venture Parent the Buyer Discharge Amount applicable to such Transferred Joint Venture Parent in immediately available funds by wire transfer to an account for such Transferred Joint Venture Parent which has been designated by Seller at least two Business Days prior to Buyer, dated the Closing Date andDate, covering the matters set forth in Exhibit 3.3(c) attached hereto; (d) deliver to The License Agreements, duly executed by Dominion and KTI; (e) The Xxxxx Xxx Escrow Agreement, duly executed by Seller and the escrow agent named therein; (or to f) The Indemnity Escrow Agreement, duly executed by Seller and the applicable Affiliate escrow agent named therein; and (g) Such other documents as Seller may reasonably request for the purpose of Seller)consummating the Contemplated Transactions, with respect to each Specified Business, such bills of sale, instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and Buyer, as may be reasonably necessary to effect, in each case in accordance with the terms of this Agreement (x) the assumption by Buyer of the Assumed Liabilities Related to such Specified Business (other than Assumed Liabilities retained by any Transferred Joint Venture Entity) and (y) the conveyance, transfer and assignment to Buyer of the Transferred Assets Related to such Specified Business (other than the Transferred Assets held by any Transferred Joint Venture Entity), including the following: (i) a duly executed counterpart of one or more Bills of Sale; (ii) a duly executed counterpart of one or more Assignment and Assumption Agreements; (iii) evidence of the obtaining of, or, with respect to Buyer Required Approvals that only require notice or filing, the notice or filing with respect to, the Buyer Required Approvals; (iv) with respect to each Transferred Joint Venture Parent, a duly executed counterpart of a JV Interest Assignment Agreement; (v) a duly executed counterpart of one or more Transferred Investment Assignment Agreements; (vi) a duly executed counterpart of one or more Intellectual Property Assignment Agreements; (vii) a duly executed counterpart of one or more Lease Assignment Agreements; (viii) a duly executed counterpart of one or more Sublease Assignment Agreements; (ix) a duly executed counterpart of one or more Rights-of-Way Assignment Agreements; (x) the certificate to be delivered pursuant to Section 6.3(d); (xi) [a duly executed counterpart of the]duly executed counterparts of the Escrow Agreement and, in the case of the 363 Sale, if a deposit is to be made into the Transfer Tax Escrow Account, the Transfer Tax Escrow Agreement; and (xii) duly executed counterparts of such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to Buyer 's and Seller, as may be reasonably required to give effect to this Agreement's counsel.

Deliveries by Buyer. At Immediately after the ClosingEffective Time, Buyer shall: (a) Issue and deliver to Seller, the Purchase Price less the Aggregate Buyer Discharge Amount and less the Escrow Amount to be delivered at Closing, in immediately available funds by wire transfer to an account which has been designated by Seller at least two Business Days prior Target Shareholder that number of shares of Buyer’s common stock equal to the Closing Dateproduct of (a) the number of shares of Target Common Stock represented by the Surrendered Certificates multiplied by (b) the Conversion Ratio (the “Merger Consideration Shares”); (b) deliver Pay to the Escrow Agent the Escrow Amount in Comerica Bank by wire transfer of immediately available funds an amount not exceeding Nine Hundred Fifty Thousand Dollars ($950,000) to fully repay Target’s credit line and term loan indebtedness, as reflected on a payoff and lien release letter delivered to Buyer and Target by wire transfer to Comerica Bank, dated on or about the Escrow Agent, to be held by the Escrow Agent in the Escrow AccountClosing Date (“Comerica Payoff Letter”); (c) cause each Buyer JV Partner Pay to deliver to its applicable Transferred Joint Venture Parent the Buyer Discharge Amount applicable to such Transferred Joint Venture Parent in Xxxxxx Capital Corporation by wire transfer of immediately available funds by wire transfer an amount not exceeding One Hundred Thousand Dollars ($100,000) to an account for such Transferred Joint Venture Parent which has been designated by Seller at least two Business Days prior pay all amounts due to the Closing Date andXxxxxx Capital Corporation under that certain Lender Bank Work Out Related Services Agreement, dated February 26, 2016 between Target and Xxxxxx Capital Corporation; (d) deliver Deliver to Seller Target Shareholder the Piggyback Registration Rights Agreement, duly executed by Buyer; MERGER AGREEMENT AND PLAN OF REORGANIZATION (e) Deliver to Target Shareholder (i) resolutions, duly authorized by the shareholders or to the applicable Affiliate board of Seller), with respect to each Specified Business, such bills of sale, instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and Buyerdirectors, as may be reasonably necessary to effectapplicable, in each case of Buyer in accordance with the terms Bylaws of this Agreement (x) the assumption by Buyer Buyer, appointing Target Shareholder as a director of the Assumed Liabilities Related to such Specified Business (other than Assumed Liabilities retained by any Transferred Joint Venture Entity) board of directors of Buyer, as Vice-Chairman and (y) the conveyanceindependent board member, transfer receiving Buyer’s customary and assignment to Buyer of the Transferred Assets Related to such Specified Business (other than the Transferred Assets held by any Transferred Joint Venture Entity), including the following: (i) a duly executed counterpart of one or more Bills of Sale; standard board fees plus Buyer’s customary and standard annual board member stock options and (ii) a the Voting Agreement, duly executed counterpart of one or more Assignment and Assumption Agreements; (iii) evidence of the obtaining of, or, with respect to Buyer Required Approvals that only require notice or filing, the notice or filing with respect to, the Buyer Required Approvals; (iv) with respect to each Transferred Joint Venture Parent, a duly executed counterpart of a JV Interest Assignment Agreement; (v) a duly executed counterpart of one or more Transferred Investment Assignment Agreements; (vi) a duly executed counterpart of one or more Intellectual Property Assignment Agreements; (vii) a duly executed counterpart of one or more Lease Assignment Agreements; (viii) a duly executed counterpart of one or more Sublease Assignment Agreements; (ix) a duly executed counterpart of one or more Rights-of-Way Assignment Agreements; (x) the certificate to be delivered pursuant to Section 6.3(d); (xi) [a duly executed counterpart of the]duly executed counterparts of the Escrow Agreement and, in the case of the 363 Sale, if a deposit is to be made into the Transfer Tax Escrow Account, the Transfer Tax Escrow Agreementby Xxxxxxx Xxxxxx; and (xiif) Deliver to Target Shareholder the Management Agreement, duly executed counterparts of such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to Buyer and Seller, as may be reasonably required to give effect to this Agreementby the Buyer.

Deliveries by Buyer. At At, or prior to the Closing, Buyer shall: (a) Buyer will deliver (or cause to Sellerbe delivered) by wire transfer of immediately available funds a portion of the Closing Cash Merger Consideration payable to the Unitholders (assuming for this purpose all Unitholders that are not Consented Equityholders are Accredited Investors), to the Paying Agent, to be distributed by Paying Agent pursuant to the terms of this Agreement and the terms and conditions of the Paying Agent Agreement; provided that the Paying Agent will allocate and pay the portion of the Closing Cash Merger Consideration payable to the Unitholders in accordance with the Allocation Schedule; provided, however, that the amounts required to be retained by the Company under the Specified Restricted Share Agreements with respect to the Units issued to the Specified Management Equityholders thereunder shall be withheld from the proceeds payable to such Specified Management Equityholders (the "Specified Management Withheld Proceeds") and paid to an account designated by Buyer and any AI Holdback Amount shall be withheld from the proceeds payable to all Consented Equityholders that are Accredited Investors and paid to an account designated by Buyer in accordance with Section 1.14(a). The Specified Management Withheld Proceeds will become payable (if at all) pursuant to each Specified Management Equityholder's Specified Restricted Share Agreement. Any portion of the Specified Management Withheld Proceeds that is forfeited by a Specified Management Equityholder pursuant to such Specified Management Equityholder's Specified Restricted Share Agreement (collectively, the Purchase Price less "Forfeited Management Proceeds") shall be distributed by Buyer to the Aggregate Equityholders in accordance with each such Equityholder's Allocated Share (net of applicable withholdings, if any). Subject to Section 1.12(c), such Forfeited Management Proceeds shall be distributed by Buyer Discharge Amount to the Paying Agent (for further distribution to the Equityholders) promptly after the determination that such Specified Management Withheld Proceeds have been forfeited. (b) Buyer will deliver (or cause to be delivered) the portion of the Closing Cash Merger Consideration that is equal to the Cash Option Payments payable as of the Closing (assuming for this purpose all Optionholders that are not Consented Equityholders are Accredited Investors), by wire transfer of immediately available funds, to Paying Agent for distribution by the Paying Agent to (i) the Non-Employee Option Holders and less (ii) the Escrow Amount Company, which amount the Company (or the Company's payroll provider) shall pay to the Employee Option Holders through the Company's standard payroll practices, in each case in accordance with the Allocation Schedule and subject to such Optionholder’s execution and delivery of an Option Cancellation Agreement in accordance with Section 1.12(a); (c) Parent will deliver (or cause to be delivered at Closingby its transfer agent) to Buyer, and Buyer will deliver (or cause to be delivered), the portion of the Equity Consideration that is equal to the Equity Option Payments to the Optionholders that are entitled thereto pursuant to Section 1.12(a) in immediately available funds by wire transfer to accordance with the Allocation Schedule and have executed and delivered an account which has been designated by Seller Option Cancellation Agreement (including an executed (x) Accredited Investor questionnaire stating that such Optionholder is an Accredited Investor and (y) Lock Up Agreement as set forth therein), at least two Business Days prior to the Closing DateClosing; (bd) Parent will deliver (or cause to be delivered by its transfer agent) to Buyer, and Buyer will deliver (or cause to be delivered), the Equity Consideration to each Unitholder entitled thereto that has executed (i) a Letter of Transmittal, (ii) an Accredited Investor questionnaire stating that such Unitholder is an Accredited Investor, (iii) a Lock Up Agreement and (iv) in the case of Principal Equityholder (as defined herein), a joinder to the Escrow Agent the Escrow Amount in immediately available funds by wire transfer to the Escrow AgentRegistration Rights Agreement, to be held by the Escrow Agent in the Escrow Account; (c) cause each Buyer JV Partner to deliver to its applicable Transferred Joint Venture Parent the Buyer Discharge Amount applicable to such Transferred Joint Venture Parent in immediately available funds by wire transfer to an account for such Transferred Joint Venture Parent which has been designated by Seller at least two Business Days prior to the Closing Date andClosing, such Unitholder's portion of the Equity Consideration in accordance with the Allocation Schedule; (de) Buyer will deliver to Seller (or cause to be delivered) by wire transfer of immediately available funds (i) an amount equal to the applicable Affiliate of SellerAdjustment Escrow Amount to the Escrow Agent to be held in a separate escrow account (the "Adjustment Escrow Account") and (ii) an amount equal to the Indemnification Escrow Amount to the Escrow Agent to be held in a separate escrow account (the "Indemnification Escrow Account"), with respect to each Specified Business, such bills of sale, instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and Buyer, as may be reasonably necessary to effect, in each case in accordance with pursuant to the terms of this Agreement the Escrow Agreement; (xf) Buyer will deliver (or cause to be delivered) by wire transfer of immediately available funds an amount equal to the PPP Escrow Amount to the PPP Lender to be held in an escrow account pursuant to the terms and conditions of the PPP Escrow Agreement; (g) Buyer will pay (or cause to be paid) the assumption by Buyer unpaid Company Transaction Expenses as of the Assumed Liabilities Related Closing, by wire transfer of immediately available funds, to such Specified Business the bank accounts designated in the Invoices; (other than Assumed Liabilities retained h) Buyer will deliver (or cause to be delivered) to the Equityholders' Representative by any Transferred Joint Venture Entity) and (y) wire transfer of immediately available funds an amount equal to the conveyance, transfer and assignment to Buyer of the Transferred Assets Related to such Specified Business (other than the Transferred Assets held by any Transferred Joint Venture Entity), including the following:Equityholders' Representative Expense Fund Amount; (i) a duly Buyer will deliver the Escrow Agreement, executed counterpart of one or more Bills of Saleby Buyer; (iij) a duly Buyer will deliver the Paying Agent Agreement, executed counterpart of one or more Assignment and Assumption Agreements; (iii) evidence of the obtaining of, or, with respect to Buyer Required Approvals that only require notice or filing, the notice or filing with respect to, the Buyer Required Approvals; (iv) with respect to each Transferred Joint Venture Parent, a duly executed counterpart of a JV Interest Assignment Agreement; (v) a duly executed counterpart of one or more Transferred Investment Assignment Agreements; (vi) a duly executed counterpart of one or more Intellectual Property Assignment Agreements; (vii) a duly executed counterpart of one or more Lease Assignment Agreements; (viii) a duly executed counterpart of one or more Sublease Assignment Agreements; (ix) a duly executed counterpart of one or more Rights-of-Way Assignment Agreements; (x) the certificate to be delivered pursuant to Section 6.3(d); (xi) [a duly executed counterpart of the]duly executed counterparts of the Escrow Agreement and, in the case of the 363 Sale, if a deposit is to be made into the Transfer Tax Escrow Account, the Transfer Tax Escrow Agreementby Buyer; and (xiik) duly executed counterparts Buyer will pay (or cause to be paid), by wire transfer of such other customary instruments immediately available funds, the amounts specified in the Payoff Letters to the holders of transfer, assumptions, filings or documents, the Repaid Indebtedness (as identified in form and substance reasonably satisfactory to Buyer and Seller, as may be reasonably required to give effect to this Agreementthe Payoff Letters).

Deliveries by Buyer. (a) At the Closing, Buyer shallwill deliver or cause to be delivered to Sellers the following: (ai) deliver to Seller, the Purchase Price less executed Supply Agreement; (ii) the Aggregate Buyer Discharge Amount executed Transition Services Agreement; and (iii) the certificates and less the Escrow Amount other documents required to be delivered at Closingpursuant to Section 7.2. (b) At the Closing and in connection with the Company Merger, Buyer shall pay, or cause to be paid, to Sellers an aggregate amount equal to the Closing Purchase Price by wire transfer in immediately available funds to the account or accounts designated to Buyer in writing by wire transfer to an account which has been designated by Seller Sellers at least two Business Days prior to the Closing Date; (b2) deliver to the Escrow Agent the Escrow Amount in immediately available funds by wire transfer to the Escrow Agent, to be held by the Escrow Agent in the Escrow Account; (c) cause each Buyer JV Partner to deliver to its applicable Transferred Joint Venture Parent the Buyer Discharge Amount applicable to such Transferred Joint Venture Parent in immediately available funds by wire transfer to an account for such Transferred Joint Venture Parent which has been designated by Seller at least two Business Days prior to the Closing Date and; (d) deliver to Seller (or to the applicable Affiliate of Seller), with respect to each Specified Business, such bills of sale, instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and Buyer, as may be reasonably necessary to effect, in each case in accordance with the terms of this Agreement steps described in the payment schedule attached hereto as Exhibit 2.7(b) (x) the assumption by Buyer of “Payment Schedule”); which wires to Sellers’ designated account or accounts will occur simultaneously with the Assumed Liabilities Related to such Specified Business (other than Assumed Liabilities retained by any Transferred Joint Venture Entity) and (y) respective steps on the conveyancePayment Schedule, transfer and assignment to Buyer of the Transferred Assets Related to such Specified Business (other than the Transferred Assets held by any Transferred Joint Venture Entity)as applicable, including the following: (i) a duly executed counterpart of one or more Bills of Sale; (ii) a duly executed counterpart of one or more Assignment and Assumption Agreements; (iii) evidence of the obtaining of, or, with respect to Buyer Required Approvals that only require notice or filing, the notice or filing with respect to, the Buyer Required Approvals; (iv) with respect to each Transferred Joint Venture Parent, a duly executed counterpart of a JV Interest Assignment Agreement; (v) a duly executed counterpart of one or more Transferred Investment Assignment Agreements; (vi) a duly executed counterpart of one or more Intellectual Property Assignment Agreements; (vii) a duly executed counterpart of one or more Lease Assignment Agreements; (viii) a duly executed counterpart of one or more Sublease Assignment Agreements; (ix) a duly executed counterpart of one or more Rights-of-Way Assignment Agreements; (x) the certificate to be delivered pursuant to Section 6.3(d); (xi) [a duly executed counterpart of the]duly executed counterparts of the Escrow Agreement and, in any event, all such steps shall be completed and all such wires, which in the case aggregate shall equal an amount equal to the Closing Purchase Price, shall be made, prior to any applicable wiring deadline on the Closing Date. At least five (5) days prior to the Closing Date, Buyer shall deliver to Sellers an updated Payment Schedule which allocates the Closing Purchase Price amongst each step; provided, for the avoidance of doubt, that such updated amounts shall, in the 363 Saleaggregate, equal the Closing Purchase Price. Such Payment Schedule shall be subject to Sellers’ review and approval, which shall not be unreasonably withheld, conditioned or delayed, provided that no such approval shall be required if a deposit is the payments to be made into pursuant to the Transfer Tax Escrow AccountPayment Schedule are substantially in accordance with the respective percentage interests of the Sellers and HD Waterworks Inc. in the Company. For the avoidance of doubt, the Transfer Tax Escrow Agreement; and (xii) duly executed counterparts Payment Schedule shall allocate at least 56% of such other customary instruments of transfer, assumptions, filings or documents, the Closing Purchase Price to be paid to the Sellers in form and substance reasonably satisfactory relation to Buyer and Seller, as may be reasonably required to give effect to this Agreementthe Company Partnership Interests.

Deliveries by Buyer. At the Closing, Buyer shall: (ai) deliver pay, or cause to Sellerbe paid, to the Purchase Price less Sellers (in accordance with their respective Pro Rata Shares) the Aggregate Estimated Closing Cash Merger Consideration by wire transfer of immediately available funds to the accounts designated by Sellers' Representative prior to the date hereof; (ii) issue or transfer, or cause to be issued or transferred, to the Sellers (in accordance with their respective Pro Rata Share) the number of Buyer Discharge Amount and Shares payable as the Estimated Closing Stock Merger Consideration less the Escrow Amount Shares pursuant to the terms hereof, which may be represented by book-entry interests or one or more certificates issued to each Seller at Buyer's election; (iii) pay, or cause to be delivered at Closingpaid, in on behalf of the Company, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified by the parties to be repaid or otherwise satisfied on the date hereof by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness in the applicable payoff letter; (iv) pay, or cause to be paid, on behalf of the Company, all unpaid Transaction Expenses to each Person who is owed a portion thereof by wire transfer of immediately available funds to an account which has been the accounts designated by Seller at least two Business Days prior each recipient thereof in the applicable invoice therefor; provided that, any payment that is subject to payroll tax withholding shall be first paid to the Closing DateCompany's payroll agent for the benefit of, and for further distribution to, such Person; (bv) deliver deliver, or cause to be delivered, the Escrow Shares to the Escrow Agent the Escrow Amount in immediately available funds by wire transfer to the Escrow Agent, to be held by the Escrow Agent in for deposit into the Escrow Account; (cvi) deliver, or cause each Buyer JV Partner to deliver be delivered, to its applicable Transferred Joint Venture Parent Sellers' Representative the Buyer Discharge Amount applicable to such Transferred Joint Venture Parent in immediately available funds by wire transfer to an account for such Transferred Joint Venture Parent which has been designated by Seller at least two Business Days prior to the Closing Date and; (d) deliver to Seller (or to the applicable Affiliate of Seller), with respect to each Specified Business, such bills of sale, instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and Buyer, as may be reasonably necessary to effect, in each case in accordance with the terms of this Escrow Agreement (x) the assumption executed by Buyer of and the Assumed Liabilities Related to such Specified Business (other than Assumed Liabilities retained by any Transferred Joint Venture Entity) and (y) the conveyance, transfer and assignment to Buyer of the Transferred Assets Related to such Specified Business (other than the Transferred Assets held by any Transferred Joint Venture Entity), including the following: (i) a duly executed counterpart of one or more Bills of Sale; (ii) a duly executed counterpart of one or more Assignment and Assumption Agreements; (iii) evidence of the obtaining of, or, with respect to Buyer Required Approvals that only require notice or filing, the notice or filing with respect to, the Buyer Required Approvals; (iv) with respect to each Transferred Joint Venture Parent, a duly executed counterpart of a JV Interest Assignment Agreement; (v) a duly executed counterpart of one or more Transferred Investment Assignment Agreements; (vi) a duly executed counterpart of one or more Intellectual Property Assignment Agreements;Escrow Agent; and (vii) a duly deliver the approval by Buyer for the Company to deliver an executed counterpart of one or more Lease Assignment Agreements; (viii) a duly executed counterpart of one or more Sublease Assignment Agreements; (ix) a duly executed counterpart of one or more Rights-of-Way Assignment Agreements; (x) signature page to the certificate to be delivered pursuant to Section 6.3(d); (xi) [a duly executed counterpart of the]duly executed counterparts of the Escrow Employment Agreement and, in the case of the 363 Sale, if a deposit is to be made into the Transfer Tax Escrow Account, the Transfer Tax Escrow Agreement; and (xii) duly executed counterparts of such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to Buyer and Seller, as may be reasonably required to give effect to this Agreementwith Xxxx Xxxxxxxxx.