Deliveries by LED. At the Closing, LED shall deliver to LSG the following:
Deliveries by LED. At the Closing, LED shall deliver to LSG the following: the Xxxx of Sale, duly executed by LED; Employment Agreements duly executed by Xxxxx Xxxxx, Xxxx Xxxxxx, Xxxx Xxxxxxx, Xxxx Xxx, Xxxxx Xxxxxxxxxxx, Xxx Xxxxxxxxx; the Trademark Assignment, duly executed by LED; the Registration Rights Agreement, duly executed by LED; wire transfer by LED to an account as directed by LSG of cash in an amount equal to $15,000,000 minus an amount equal to the aggregate available cash of LED KK, as indicated pursuant to evidence of such available cash satisfactory to LSG (it being agreed that the amount of available cash of LED KK shall be calculated as of October 2, 2007 using an exchange rate of 115.26 yen to the dollar); a copy of a certificate of the Secretary of State of Delaware, dated not more than seven (7) days prior to the Closing Date, certifying that LED is duly organized and in good standing or presently subsisting under the Laws of the State of Delaware; copies of all resolutions of LED's Board of Managers authorizing the transactions contemplated hereby or otherwise relating to this Agreement and the transactions contemplated hereby, certified by an executive officer of LED as being in full force and effect on the Closing Date; an affidavit, stating, under penalty of perjury, LED's United States taxpayer identification number and that LED is not a foreign person, pursuant to section 1445(b)(2) of the Code; a legal opinion of Xxxxxxxx Xxxxx LLP in form and substance satisfactory to LSG, addressed to LSG and dated as of the Closing Date; the Indemnity Agreement, duly executed by LED; and such other documents and instruments as LSG may reasonably request.
