Common use of Deliveries by Purchaser at the Closing Clause in Contracts

Deliveries by Purchaser at the Closing. At the Closing, Purchaser shall deliver, or cause to be delivered, to Seller the following: (i) the Initial Purchase Price payable to Seller as set forth in Section 1.04; (ii) the certificate of formation (or equivalent organizational document) of Purchaser, certified as of a recent date by the Secretary of State of Delaware; (iii) a certificate of the Secretary of State of Delaware as to the good standing as of a recent date of Purchaser in such jurisdiction; (iv) a certificate of an officer of Purchaser, given by such officer on behalf of Purchaser and not in such officer’s individual capacity, certifying as to the limited liability company agreement (or equivalent governing document) of Purchaser and as to resolutions of the board of managers (or equivalent governing body) of Purchaser authorizing this Agreement and the Transaction Agreements and the transactions contemplated hereby and thereby; (v) an assumption agreement in the form of Exhibit A, pursuant to which Purchaser will assume the Assumed Liabilities that are not assumed pursuant to any other Transaction Agreement (the “Assumption Agreement”), duly executed by Purchaser in favor of Seller; (vi) an instrument of assignment and assumption in the form of Exhibit B, pursuant to which Seller will assign to Purchaser all of Seller’s right, title and interest in the Lease Agreements and Purchaser will assume all obligations thereunder (the “Assignment and Assumption of Leases”), duly executed by Purchaser; (vii) a general assignment and xxxx of sale in the form of Exhibit C, pursuant to which Seller will convey the Purchased Assets to Purchaser that are not conveyed pursuant to any other Transaction Agreement (the “Xxxx of Sale”), duly executed and acknowledged by Purchaser; (viii) a trademark assignment in the form of Exhibit D, pursuant to which Seller will assign to Purchaser the rights to all trademarks, service marks, trade names and logos set forth on Annex A thereto (the “Trademark Assignment”), duly executed and acknowledged by Purchaser; (ix) a domain name assignment in the form of Exhibit E, pursuant to which Seller will assign to Purchaser the rights to all Domain Names set forth on Annex A thereto (the “Domain Name Assignment”), duly executed and acknowledged by Purchaser; (x) an assignment of contracts in the form of Exhibit F, pursuant to which Seller will assign to Purchaser the Assigned Contracts (other than the Lease Agreements) (the “Assignment of Assigned Contracts”), duly executed and acknowledged by Purchaser; and (xi) such other documents and instruments as may be reasonably required to consummate the transactions contemplated by this Agreement and the Transaction Agreements.

Deliveries by Purchaser at the Closing. At the Closing, Purchaser shall deliver, or cause to be delivered, to Seller deliver the following: (a) copies of resolutions adopted by the Board of Directors of Purchaser authorizing Purchaser to execute and deliver the Purchaser Documents (defined in Section 4.2 hereof) to which it is a party and to perform its obligations thereunder, upon the terms and subject to the conditions set forth therein, which shall be duly certified by the Secretary or Assistant Secretary of Purchaser; (b) certificate of the Secretary or Assistant Secretary of Purchaser certifying as to (i) the Initial Purchase Price payable to Seller performance of the Purchaser's obligations hereunder and under the Purchaser Documents; (ii) the accuracy of the Purchaser's representations and warranties hereunder and under the Purchaser Documents and (iii) the incumbency and specimen signatures of the officers of Purchaser executing the Purchaser Documents on behalf of such corporation; (c) the Cash Consideration as set forth in Section 1.041.4(a); (iid) $250,000 in immediately available funds to the certificate of formation (or equivalent organizational document) of Purchaser, certified as of a recent date by escrow agent under the Secretary of State of DelawareEscrow Agreement; (iiie) a certificate 200,000 duly authorized issued shares of the Secretary Common Stock, par value $.01, of State of Delaware as to the good standing as of a recent date of Purchaser in such jurisdiction; (iv) a certificate of an officer of Purchaser, given by such officer on behalf of Purchaser and not in such officer’s individual capacity, certifying as to the limited liability company agreement (or equivalent governing document) of Purchaser and as to resolutions of the board of managers (or equivalent governing body) of Purchaser authorizing this Agreement and the Transaction Agreements and the transactions contemplated hereby and thereby; (v) an assumption agreement in the form of Exhibit A, pursuant to which Purchaser will assume the Assumed Liabilities that are not assumed pursuant to any other Transaction Agreement (the “Assumption Agreement”), duly executed by Purchaser in favor of Seller; (vi) an instrument of assignment and assumption in the form of Exhibit B, pursuant to which Seller will assign to Purchaser all of Seller’s right, title and interest in the Lease Agreements and Purchaser will assume all obligations thereunder (the “Assignment and Assumption of Leases”), duly executed by Purchaser; (viif) a general assignment the Note as set forth in Section 1.4(c); (g) two year Consulting Agreements between Purchaser and xxxx of sale Xxxxx and XxXxxxxx (the "Consulting Agreements"), in the form of Exhibit C, pursuant to which Seller will convey the Purchased Assets to Purchaser that are not conveyed pursuant to any other Transaction Agreement (the “Xxxx of Sale”), duly executed annexed hereto as Exhibits E and acknowledged by PurchaserF; (viiih) a trademark assignment Escrow Agreement in the form of annexed hereto as Exhibit D, pursuant to which Seller will assign to Purchaser the rights to all trademarks, service marks, trade names and logos set forth on Annex A thereto (the “Trademark Assignment”), duly executed and acknowledged by PurchaserB; (ixi) a domain name assignment A Registration Rights Agreement in the form of annexed hereto as Exhibit E, pursuant to which Seller will assign to Purchaser the rights to all Domain Names set forth on Annex A thereto (the “Domain Name Assignment”), duly executed and acknowledged by Purchaser; (x) an assignment of contracts in the form of Exhibit F, pursuant to which Seller will assign to Purchaser the Assigned Contracts (other than the Lease Agreements) (the “Assignment of Assigned Contracts”), duly executed and acknowledged by PurchaserG; and (xij) such other documents Closing Side Letter relating to bank account access and instruments collection of accounts receivable in the form annexed hereto as may be reasonably required to consummate the transactions contemplated by this Agreement and the Transaction Agreements.Exhibit H.

Deliveries by Purchaser at the Closing. At the Closing, Purchaser shall deliver, or cause to be delivered, to Seller Conopco (on behalf of Sellers, in the followingcase of clause (a)), the following items: (ia) Cash in the Initial Purchase Price payable amount of the Adjusted Cash Consideration, by wire transfer of funds in accordance with Section 2.3(a), less any withholdings in accordance with Section 2.3(a). (b) Certificates representing $50,000,000 aggregate liquidation preference of Convertible Preferred Stock. (c) The duly filed Certificate of Designations. (d) [Intentionally Omitted] (e) The officer's certificates referred to Seller as set forth in Sections 7.3(a) and (b). (f) The duly executed Purchaser Ancillary Documents referred to in Section 1.04;7.3(c), each dated the Closing Date and in form and substance reasonably satisfactory to counsel to Conopco. (iig) A counterpart of each of the certificate Ancillary Agreements duly executed by a duly authorized officer of formation Purchaser. (h) Certificates of the Secretary or equivalent organizational document) an Assistant Secretary of Purchaser, certified as of a recent date by dated the Secretary of State of Delaware; Closing Date, (iiiA) a certificate of the Secretary of State of Delaware as to the good standing as incumbency and signatures of a recent date the officers or representatives of Purchaser in executing this Agreement and each of the Purchaser Ancillary Documents and any other certificate or other document to be delivered pursuant hereto or thereto, together with evidence of the incumbency of such jurisdiction; Secretary or Assistant Secretary, and (ivB) a certificate certifying attached resolutions of an officer the Board of Directors of Purchaser, given by such officer on behalf which authorize and approve the execution and delivery of Purchaser and not in such officer’s individual capacity, certifying as to the limited liability company agreement (or equivalent governing document) of Purchaser and as to resolutions of the board of managers (or equivalent governing body) of Purchaser authorizing this Agreement and each of the Transaction Agreements Purchaser Ancillary Document and the consummation of the transactions contemplated hereby and thereby;. (vi) an The opinion letter of counsel referred to in Section 7.3(f). (j) Duly executed and acknowledged assumption agreement agreements in the form of attached hereto as Exhibit AL hereto, pursuant to which Purchaser will shall assume the Assumed Liabilities that are not assumed pursuant and agree to any other Transaction Agreement (the “Assumption Agreement”), duly executed by Purchaser in favor of Seller; (vi) an instrument of assignment timely observe and assumption in the form of Exhibit B, pursuant to which Seller will assign to Purchaser perform all of Seller’s rightthe obligations of the applicable Seller under each Real Property Lease assigned hereunder, title to the extent accruing on and interest in after the Lease Agreements and Purchaser will assume all obligations thereunder (effective date of the “Assignment and Assumption of Leases”), duly executed by Purchaser; (vii) a general assignment and xxxx of sale in the form of Exhibit C, pursuant to which Seller will convey the Purchased Assets to Purchaser that are not conveyed pursuant to any other Transaction Agreement (the “Xxxx of Sale”), duly executed and acknowledged by Purchaser; (viii) a trademark assignment in the form of Exhibit D, pursuant to which Seller will assign to Purchaser the rights to all trademarks, service marks, trade names and logos set forth on Annex A thereto (the “Trademark Assignment”), duly executed and acknowledged by Purchaser; (ix) a domain name assignment in the form of Exhibit E, pursuant to which Seller will assign to Purchaser the rights to all Domain Names set forth on Annex A thereto (the “Domain Name Assignment”), duly executed and acknowledged by Purchaser; (x) an assignment of contracts in the form of Exhibit F, pursuant to which Seller will assign to Purchaser the Assigned Contracts (other than the Lease Agreements) (the “Assignment of Assigned Contracts”), duly executed and acknowledged by Purchaser; and (xi) such other documents and instruments as may be reasonably required to consummate the transactions contemplated by this Agreement and the Transaction Agreementsassignment.

Deliveries by Purchaser at the Closing. At the Closing, Purchaser shall deliver, or cause to be delivered, to Seller the following: (i) the Initial Purchase Price payable to Seller as set forth in Section 1.04; (ii) the certificate of formation (or equivalent organizational document) of Purchaser, certified as of a recent date to be delivered by the Secretary of State of DelawarePurchaser pursuant to Section 9.03(a)(iii); (iii) a certificate of the Secretary of State of Delaware as to the good standing as of a recent date of Purchaser in such jurisdiction; (iv) a certificate of an officer of Purchaserone or more assumption agreements, given by such officer on behalf of Purchaser and not in such officer’s individual capacity, certifying as to the limited liability company agreement (or equivalent governing document) of Purchaser and as to resolutions of the board of managers (or equivalent governing body) of Purchaser authorizing this Agreement and the Transaction Agreements and the transactions contemplated hereby and thereby; (v) an assumption agreement substantially in the form of Exhibit A, pursuant to which Purchaser will assume or cause to be assumed by a Purchasing Affiliate the Assumed Liabilities that are not assumed pursuant to any other Transaction Agreement (the each, an “Assumption Agreement”), each duly executed by Purchaser in favor of Selleror a Purchasing Affiliate; (viiv) an instrument instruments of assignment and assumption substantially in the form of Exhibit B, pursuant to which Seller and the Selling Affiliates will assign to Purchaser all of Seller’s their respective right, title and interest in each of the Lease Agreements Transferred Real Property Leases to a Purchasing Affiliate and Purchaser such Purchasing Affiliate will assume all obligations thereunder thereunder, with separate agreements for each Transferred Real Property Lease (the each, an “Assignment and Assumption of LeasesLease”), each duly executed by a Purchasing Affiliate; (v) a transition services agreement, substantially in the form of Exhibit C, pursuant to which Purchaser will purchase from Seller certain transitional services, as designated by Purchaser (the “Transition Services Agreement”), duly executed by Purchaser; (viivi) a one or more general assignment and xxxx bills of sale sale, in substantially the form of Exhibit CD, pursuant to which Seller and the Selling Affiliates will convey each of the Purchased Assets to Purchaser or a Purchasing Affiliate that are not conveyed pursuant to any other Transaction Agreement (the each, a “General Assignment and Xxxx of Sale”), each duly executed and acknowledged by PurchaserPurchaser or a Purchasing Affiliate; (viiivii) a trademark assignment in the form of Exhibit D, pursuant to which Seller will assign to Purchaser the rights to all trademarks, service marks, trade names and logos set forth on Annex A thereto (the “Trademark Assignment”), duly executed and acknowledged by Purchaser; (ix) a domain name assignment an intellectual property license agreement substantially in the form of Exhibit E, pursuant to which Purchaser will license certain trade secrets to Seller will assign to Purchaser the rights to all Domain Names set forth on Annex A thereto and Seller’s Affiliates (the “Domain Name AssignmentIntellectual Property License Agreement”), duly executed and acknowledged by Purchaser; ; (xviii) an assignment one or more assignments of contracts contracts, substantially in the form of Exhibit F, pursuant to which Seller and the Selling Affiliates will assign to Purchaser each of the Assigned Contracts to Purchaser or a Purchasing Affiliate (other than the Lease Agreements) (the each, an “Assignment of Assigned Contracts”), each duly executed and acknowledged by Purchaser; and (xi) such other documents and instruments as may be reasonably required to consummate the transactions contemplated by this Agreement and the Transaction Agreements.Purchaser or a Purchasing Affiliate;

Deliveries by Purchaser at the Closing. At the Closing, Purchaser shall deliver, or cause to be delivered, to Seller the following: (i) the Initial Purchase Price payable to Seller as set forth in Section 1.04; (ii) the certificate to be delivered by Purchaser pursuant to Section 9.03(a)(iii); (iii) the certificate of formation incorporation (or equivalent organizational document) of Purchaser, certified as of a recent date by the Secretary of State of Delaware; (iiiiv) a certificate of the Secretary of State of Delaware as to the good standing as of a recent date of Purchaser in such jurisdiction; (ivv) a certificate of an officer of Purchaser, given by such officer on behalf of Purchaser and not in such officer’s individual capacity, certifying as to the limited liability company agreement bylaws (or equivalent governing document) of Purchaser and as to resolutions of the board of managers directors (or equivalent governing body) of Purchaser authorizing this Agreement and the Transaction Agreements and the transactions contemplated hereby and thereby; (vvi) an assumption agreement substantially in the form of Exhibit A, pursuant to which Purchaser will assume the Assumed Liabilities that are not assumed pursuant to any other Transaction Agreement (the “Assumption Agreement”), duly executed by Purchaser in favor of Seller; (vivii) an instrument of assignment and assumption a transition services agreement, substantially in the form of Exhibit B, pursuant to which Seller will assign to Purchaser all of Seller’s right, title and interest in the Lease Agreements and Purchaser will assume all obligations thereunder B (the “Assignment and Assumption of LeasesTransition Services Agreement”), duly executed by Purchaser; (viiviii) a general assignment and xxxx of sale in substantially the form of Exhibit C, pursuant to which Seller will convey the Purchased Assets to Purchaser that are not conveyed pursuant to any other Transaction Agreement (the “Xxxx of Sale”), duly executed and acknowledged by Purchaser; (viiiix) a trademark assignment license agreement, substantially in the form of Exhibit D, pursuant to which Seller will assign license to Purchaser the rights to all trademarks, service marks, trade names and logos set forth on Annex A thereto the Geon Trademark for a limited time following the Closing (the “Geon Trademark AssignmentLicense Agreement”), duly executed and acknowledged by Purchaser; (ixx) a domain name an assignment of contracts substantially in the form of Exhibit E, pursuant to which Seller will assign to Purchaser the rights to all Domain Names set forth on Annex A thereto (the “Domain Name Assignment”), duly executed and acknowledged by Purchaser; (x) an assignment of contracts in the form of Exhibit F, pursuant to which Seller will assign to Purchaser the Assigned Contracts (other than the Lease Agreements) (the “Assignment of Assigned Contracts”), duly executed and acknowledged by Purchaser; (xi) a specialty resin supply agreement in the form of Exhibit F, pursuant to which Purchaser will supply specialty resins for Seller’s business operations (the “Specialty Resin Supply Agreement”), duly executed by Purchaser; and (xixii) such other documents and instruments as may be reasonably required to consummate a plant services agreement substantially in the transactions contemplated form of Exhibit G, (the “Plant Services Agreement”) duly executed by this Agreement and the Transaction AgreementsPurchaser.

Deliveries by Purchaser at the Closing. At the Closing, Purchaser shall will deliver, or cause to be delivered, to Seller the following: (i) the Initial Purchase Price payable to Seller less the Contract Deferred Payment Amount, as set forth in Section 1.04;1.05(c), plus any payment of any portion of the Contract Deferred Payment Amount payable pursuant to Section 1.05(c). (ii) the certificate of formation (or equivalent organizational document) of Purchaser, certified as of a recent date to be delivered by the Secretary of State of DelawarePurchaser pursuant to Section 9.03(a); (iii) a certificate of the Secretary of State of Delaware as to the good standing as of a recent date of Purchaser in such jurisdiction; (iv) a certificate of an officer of Purchaser, given by such officer on behalf of Purchaser and not in such officer’s individual capacity, certifying as to the limited liability company agreement (or equivalent governing document) of Purchaser and as to resolutions of the board of managers (or equivalent governing body) of Purchaser authorizing this Agreement and the Transaction Agreements and the transactions contemplated hereby and thereby; (v) an assumption agreement substantially in the form of Exhibit A, (other than the Canadian Assumed Liabilities) pursuant to which Purchaser will assume the Assumed Liabilities that are not assumed pursuant to any other Transaction Ancillary Agreement (the “Assumption Agreement”), duly executed by Purchaser in favor of Seller; (viiv) an instrument of assignment and assumption agreement substantially in the form of Exhibit B, pursuant to which Seller will assign to Purchaser all of Seller’s right, title and interest in the Lease Agreements and Canadian Purchaser will assume all obligations thereunder the Canadian Assumed Liabilities related to the Canadian Seller (the “Assignment and Canadian Assumption of LeasesAgreement”), duly executed by PurchaserCanadian Purchaser in favor of Canadian Seller; (viiv) a general assignment and xxxx of sale in substantially the form of Exhibit C, (other than the Canadian Purchaser’s Assets) pursuant to which Seller and its Affiliates will convey the Purchased Assets to Purchaser that are not conveyed pursuant to any other Transaction Ancillary Agreement (the “Xxxx of Sale”), duly executed by Purchaser; (vi) a general assignment and acknowledged xxxx of sale in substantially the form of Exhibit D, pursuant to which Canadian Seller will convey the Purchased Assets held by Canadian Seller to Canadian Purchaser (the “Canadian Xxxx of Sale”), duly executed by Canadian Purchaser; (vii) instruments of assignment and assumption substantially in the form of Exhibit E, pursuant to which Seller and its Affiliates will assign all of the tenant’s right, title and interest in the Facility Lease Agreements to Purchaser and Purchaser will assume all obligations thereunder, with separate agreements for each Leased Facility (collectively, the “Real Estate Assignment and Assumption Agreements”), each duly executed by Purchaser; (viii) a trademark assignment transition services agreement, substantially in the form of Exhibit DF (the “Transition Services Agreement”), duly executed by Purchaser; (ix) a patent assignment agreement, a copyright assignment agreement and a trademark assignment agreement substantially in the forms of Exhibit G-1, Exhibit G-2 and Exhibit G-3, respectively, pursuant to which Seller will assign to Purchaser the rights to all trademarks, service marks, trade names and logos certain government granted or registered Intellectual Property used primarily in the Business or set forth on Annex A thereto in Section 12.01(d) of the Disclosure Schedule (collectively, the “Trademark AssignmentIP Assignments”), duly executed and acknowledged by Purchaser; (ix) a domain name assignment in the form of Exhibit E, pursuant to which Seller will assign to Purchaser the rights to all Domain Names set forth on Annex A thereto (the “Domain Name Assignment”), duly executed and acknowledged by Purchaser; (x) an assignment of contracts substantially in the form of Exhibit FH, pursuant to which Seller and its Affiliates, including Canadian Seller, will assign to Purchaser Purchaser, including Canadian Purchaser, the Assigned Contracts (other than the Lease Agreements) (the “Assignment of Assigned Contracts”), duly executed by Purchaser and acknowledged Canadian Purchaser; (xi) a patent license agreement substantially in the form of Exhibit I, pursuant to which certain patents not primarily related to the Business will be licensed from Seller to Purchaser (the “Patent License Agreement”), duly executed by Purchaser; (xii) any resale certificates, exemption certificates, and other documentation required to qualify for any exemption from the collection or payment of Transfer Taxes; and (xixiii) such other documents and instruments as may be reasonably required to consummate the transactions contemplated Closing Statement, duly executed by this Agreement and the Transaction AgreementsPurchaser.

Deliveries by Purchaser at the Closing. At the Closing, Purchaser shall deliver, or cause to be delivered, to Seller the following: (i) the Initial Purchase Price payable to Seller as set forth in Section 1.042.04; (ii) the certificate of formation to be delivered by Purchaser pursuant to Section 10.03(a)(iii); (or equivalent iii) the organizational document) documents of Purchaser, the effectiveness of which is certified as of a recent date by the Secretary of State of Delawareits state of organization; (iiiiv) a certificate of the Secretary of State of Delaware its state of organization as to the good standing as of a recent date of Purchaser in such jurisdictionPurchaser; (ivv) a certificate of an officer of Purchaser, given by such officer on behalf of Purchaser Pxxxxxxxx and not in such officer’s individual capacity, certifying as to the limited liability company agreement (or equivalent governing document) documents of Purchaser and as to resolutions of the board of managers (or equivalent governing body) body of Purchaser authorizing this Agreement and the Transaction Agreements and the transactions contemplated hereby and thereby; (vvi) an assumption agreement in substantially the form of Exhibit AB, pursuant to which Purchaser will assume the Assumed Liabilities that are not assumed pursuant to any other Transaction Agreement (the “Assumption Agreement”), duly executed by Purchaser in favor of Sellerthe Asset Sellers; (vivii) an instrument the Customer Assignment and Assumption Agreements, each duly executed and acknowledged by the Purchaser; (viii) instruments of assignment and assumption in the form of Exhibit B, pursuant to which Seller will assign to Purchaser all of Seller’s right, title and interest in the Lease Agreements and Purchaser will assume all obligations thereunder (the “Assignment and Assumption of Leases”), duly executed by Purchaser; (vii) a general assignment and xxxx of sale in substantially the form of Exhibit C, pursuant to which Seller or its Affiliate will convey have assigned all of its right, title and interest and Purchaser will assume all obligations thereunder in the Purchased Assets to Purchaser that are not conveyed pursuant to any other Transaction Agreement Lease Agreements and the Real Estate Contracts (collectively, the “Xxxx of SaleReal Estate Assignment and Assumption Agreements”), each duly executed and acknowledged by Purchaser; (viii) a trademark assignment in the form of Exhibit D, pursuant to which Seller will assign to Purchaser the rights to all trademarks, service marks, trade names and logos set forth on Annex A thereto (the “Trademark Assignment”), duly executed and acknowledged by Purchaser; (ix) a domain name assignment in the form of Exhibit E, Sublease Agreement pursuant to which Purchaser will sublease a portion of the facilities located in Warren, Ohio to Seller will assign in form mutually acceptable to Seller and Purchaser substantially consistent with the rights to all Domain Names terms set forth on Annex A thereto Schedule 2.05(b)(viii) (the “Domain Name AssignmentWxxxxx Sublease”), duly executed and acknowledged by Purchaser; (x) a Sublease Agreement pursuant to which Purchaser will sublease a portion of the facilities located in El Paso, Texas to Seller in form mutually acceptable to Seller and Purchaser substantially consistent with the terms set forth on Schedule 2.05(b)(ix) (the “El Paso Sublease”), duly executed and acknowledged by Purchaser; (xi) an assignment of contracts in substantially the form of Exhibit FD, pursuant to which each Asset Seller will assign to Purchaser the Assigned Contracts (other than the Lease AgreementsAgreements and the Real Estate Contracts) (the “Assignment of Assigned Contracts”), duly executed and acknowledged by Purchaser; (xii) a transition services agreement, in substantially the form set forth in Exhibit K (the “Transition Services Agreement”), duly executed by Purchaser; and (xixiii) such other documents and instruments as may be reasonably required to consummate the transactions contemplated by this Agreement and the Transaction Agreements.

Deliveries by Purchaser at the Closing. At the Closing, Purchaser shall deliver, or cause to be delivered, to Seller the following: (i) the Initial (x) Purchase Price payable to Seller as set forth in Section 1.041.04 and (y) the Estimated Payoff Amount payable to Seller as set forth in Section 1.05; (ii) the certificate of formation to be delivered by Purchaser pursuant to Section 9.03(a)(iii); (or equivalent organizational documentiii) the charter of Purchaser, the effectiveness of which is certified as of a recent date by the Corporate Secretary of State the Office of DelawareThrift Supervision; (iiiiv) a certificate of the Corporate Secretary of State the Office of Delaware Thrift Supervision as to the good standing corporate existence as of a recent date of Purchaser in such jurisdictionPurchaser; (ivv) a certificate of an officer of Purchaser, given by such officer on behalf of Purchaser and not in such officer’s individual capacity, certifying as to the limited liability company agreement bylaws (or equivalent governing document) of Purchaser and as to resolutions of the board of managers directors (or equivalent governing body) of Purchaser authorizing this Agreement and the Transaction Agreements and the transactions contemplated hereby and thereby; (vvi) an assumption agreement in the substantially the form of Exhibit A, pursuant to which Purchaser will assume the Assumed Liabilities that are not assumed pursuant to any other Transaction Agreement (the “Assumption Agreement”), duly executed by Purchaser in favor of Seller; (vivii) an instrument fully-executed and acknowledged instruments of assignment and assumption in substantially the form of Exhibit B, pursuant to which Seller will assign to Purchaser have assigned all of Seller’s its right, title and interest in the Lease Agreements and Purchaser the Real Estate Contracts to First Franklin or Home Loan Services (as directed by Purchaser) and First Franklin or Home Loan Services will assume all obligations thereunder thereunder, with separate agreements for each Seller Leased Real Property (collectively, the “Real Estate Assignment and Assumption Agreements”), each duly executed by First Franklin and/or Home Loan Services, as applicable; (viii) a transition services agreement, in substantially the form set forth in Exhibit C, (the “Assignment and Assumption of LeasesTransition Services Agreement”), duly executed by Purchaser; (viiix) a general assignment and xxxx bxxx of sale in substantially the form of Exhibit CD, pursuant to which Seller will convey the Purchased Assets to Purchaser that are not conveyed pursuant to any other Transaction Agreement (the “Xxxx Bxxx of Sale”), duly executed and acknowledged by Purchaser; (viii) a trademark assignment in the form of Exhibit D, pursuant to which Seller will assign to Purchaser the rights to all trademarks, service marks, trade names and logos set forth on Annex A thereto (the “Trademark Assignment”), duly executed and acknowledged by Purchaser; (ix) a domain name assignment in the form of Exhibit E, pursuant to which Seller will assign to Purchaser the rights to all Domain Names set forth on Annex A thereto (the “Domain Name Assignment”), duly executed and acknowledged by Purchaser; (x) an assignment of contracts in substantially the form of Exhibit FE, pursuant to which Seller will assign to Purchaser the Assigned Contracts (other than the Lease AgreementsAgreements and the Real Estate Contracts) (the “Assignment of Assigned Contracts”), duly executed and acknowledged by Purchaser; and; (xi) a Sublease Agreement pursuant to which Seller will sublease a portion of the facility located in Allegheny, Pennsylvania to First Franklin on terms mutually acceptable to Seller and Purchaser ( the “Allegheny Sublease”); (xii) such other documents and instruments as may be reasonably required to consummate the transactions contemplated by this Agreement and the Transaction Agreements.