Common use of Deliveries by Seller and the Company Clause in Contracts

Deliveries by Seller and the Company. Seller or the Company shall have delivered to Purchaser the following: (i) Any original certificates evidencing the Interests which may have been issued to Seller, accompanied by unit powers duly executed in blank, and such other instruments of conveyance as may be acceptable to Purchaser and its counsel; (ii) A certificate, dated the Closing Date, of an executive officer of each of Seller and the Company confirming the matters set forth in Section 6.3(a) and (b); (iii) A certificate, dated the Closing Date, of the Secretary or Assistant Secretary of each of Seller and the Company certifying, among other things, that attached or appended to such certificate: (A) is a true and correct copy of its limited liability company operating agreement, and all amendments thereto; (B) is a true copy of all limited liability company actions taken by it, including resolutions of its board of directors and sole member, authorizing the consummation of the Acquisition and the execution, delivery and performance of this Agreement and each of the Transaction Documents to be delivered by it pursuant hereto; and (C) are the names and signatures of its duly elected or appointed officers who are authorized to execute and deliver this Agreement and the other Transaction Documents to which it is a party; (iv) The certificate of formation of the Company certified by the Delaware Secretary of State; (v) The membership interest record book and minute book of the Company; (vi) The resignations of each member of the board of directors of the Company; (vii) Certificates of good standing from the appropriate state agencies, dated as of a recent date, certifying that each of Seller and the Company is in good standing in the State of Delaware and in each jurisdiction in which Seller or the Company is qualified to do business as a foreign limited liability company; (viii) The Letter of Credit; (ix) The opinion of Xxxxx Xxxxxxx LLP, counsel to the Company and Seller, in the form of Exhibit D and the opinion of in-house or other counsel to the Contingent Guarantor; (x) An affidavit certifying that Seller is not a “foreign person” within the meaning of Section 1445(e)(3) of the Code; (xi) Such affidavits and indemnities as may be reasonably required for the issuing title insurance company to issue its final Owners’ Policies of Title Insurance as required pursuant to Section 6.3(i)(xii); (xii) An Owner’s Policy of Title Insurance with respect to each Facility Site, such expense to be shared equally by Purchaser and Seller, issued in strict accordance with the respective Title Commitment described in Section 6.3(d)(ii) above (including all endorsements). Such policy shall name the Company as the insured, shall be updated through Closing, and shall be subject only to the Permitted Real Property Title Exceptions (excluding from the policy, in any event, all standard exceptions); (xiii) The estoppel certificates described in Section 5.21 to the extent received by Seller, each fully-executed in the form required thereunder. (xiv) The Audited Balance Sheet; (xv) Such resale exemption certificates as Purchaser shall have reasonably requested pursuant to Section 5.22, to the extent obtained by Seller. (xvi) Evidence that the Chicago Apartment Lease dated April 2, 2003, regarding 000 Xxxxx Xxxxxx Xxxxx has been terminated; and (xvii) Evidence of the establishment of the interest-bearing joint signature account with Xxxxxx Trust and Savings Bank.

Deliveries by Seller and the Company. Unless otherwise stated below, at or prior to the Closing, Seller or and the Company shall have delivered deliver, or cause to be delivered, to Purchaser each of the following: (ia) Any original certificates the stock certificate(s) evidencing the Interests which may have been issued to SellerShares, endorsed in blank by Seller or accompanied by unit powers duly a stock power or other instrument of transfer executed in blank, and such other instruments of conveyance as may be acceptable to Purchaser and its counselblank by Seller; (iib) A each Related Agreement to which Seller and/or the Company is a party, executed by Seller and the Company, as applicable; (c) an invoice from each Person (other than any employee) to whom any amount of the Transaction Expenses is owed, indicating the aggregate amount of Transaction Expenses owed to such Person; (d) a certificate of good standing of the Company, issued as of a date not more than five (5) Business Days prior to the Closing Date by the Secretary of State of the State of Nevada; (e) a properly completed and executed IRS Form W-9 from Seller dated as of the Closing Date; (f) letters of resignation from each individual requested by Purchaser pursuant to Section 5.11; (g) executed pay-off letters and UCC-3 termination statements and other Lien terminations or releases (including Intellectual Property security interest releases in form and substance necessary for recordation in the United States Patent and Trademark Office, United States Copyright Office, or any other similar Governmental Authority), in each case in form and substance reasonably satisfactory to Purchaser, from each Person to whom any amount of the Closing Date Indebtedness (other than Equipment and Truck Indebtedness), is owed, evidencing the satisfaction in full of all such Closing Date Indebtedness, excluding Equipment and Truck Indebtedness, and the release or termination of all Liens relating to such Closing Date Indebtedness, excluding Equipment and Truck Indebtedness; (h) the written Consents set forth on Schedule 1.8(h), in each case in form and substance reasonably satisfactory to Purchaser; (i) documentation, in form and substance reasonably satisfactory to Purchaser, evidencing the termination, in accordance with Section 5.10, of all intercompany Contracts and relationships (excluding Contracts between the Company and Sierra Mountain Group, Inc., a Delaware corporation (“Sierra Mountain”) and Contracts by and among the Company and its Subsidiaries) and the release of the Company from all Liability thereunder; (j) a certificate, dated as of the Closing Date, of Date and executed by an executive officer of each the Company, certifying as to the satisfaction of Seller and the Company confirming the matters conditions set forth in Section 6.3(a) 7.2(a), Section 7.2(b), and (bSection 7.2(c); (iiik) A a certificate, dated as of the Closing Date, Date and executed by the secretary or an assistant secretary (or similar officer) of the Secretary or Assistant Company, certifying as to (i) no amendments to the articles of incorporation of the Company since the date of the certification referenced in a copy of the articles of incorporation of the Company, certified as of a date not more than five (5) Business Days prior to the Closing Date by the Secretary of each State of Seller and the Company certifyingState of Nevada, among other things, that to be attached or appended to such certificate: certificate as an exhibit, (Aii) is a true and correct copy the bylaws of its limited liability company operating agreementthe Company, and all amendments thereto; (Biii) is a true copy of all limited liability company actions taken the resolutions approved by it, including resolutions of its the board of directors and sole member, authorizing the consummation (or similar governing body) of the Acquisition and Company authorizing the execution, delivery delivery, and performance by the Company of this Agreement and each its Related Agreements and the consummation by the Company of the Transaction Documents to be delivered Transactions, (iv) the resolutions approved by it pursuant hereto; Seller in accordance with applicable Law, authorizing the execution, delivery, and performance by the Company of this Agreement and its Related Agreements and the consummation by the Company of the Transactions and (Cv) are the names and signatures of its duly elected or appointed the officers who are of the Company authorized to execute this Agreement, its Related Agreements, and deliver the other documents to be delivered by the Company under this Agreement and the other Transaction Documents to which it is a party; (iv) The certificate of formation of the Company certified by the Delaware Secretary of State; (v) The membership interest record book and minute book of the Company; (vi) The resignations of each member of the board of directors of the Company; (vii) Certificates of good standing from the appropriate state agencies, dated as of a recent date, certifying that each of Seller and the Company is in good standing in the State of Delaware and in each jurisdiction in which Seller or the Company is qualified to do business as a foreign limited liability company; (viii) The Letter of Credit; (ix) The opinion of Xxxxx Xxxxxxx LLP, counsel to the Company and Seller, in the form of Exhibit D and the opinion of in-house or other counsel to the Contingent Guarantor; (x) An affidavit certifying that Seller is not a “foreign person” within the meaning of Section 1445(e)(3) of the Code; (xi) Such affidavits and indemnities as may be reasonably required for the issuing title insurance company to issue its final Owners’ Policies of Title Insurance as required pursuant to Section 6.3(i)(xii); (xii) An Owner’s Policy of Title Insurance with respect to each Facility Site, such expense to be shared equally by Purchaser and Seller, issued in strict accordance with the respective Title Commitment described in Section 6.3(d)(ii) above (including all endorsements). Such policy shall name the Company as the insured, shall be updated through Closing, and shall be subject only to the Permitted Real Property Title Exceptions (excluding from the policy, in any event, all standard exceptions); (xiii) The estoppel certificates described in Section 5.21 to the extent received by Seller, each fully-executed in the form required thereunder. (xiv) The Audited Balance Sheet; (xv) Such resale exemption certificates as Purchaser shall have reasonably requested pursuant to Section 5.22, to the extent obtained by Seller. (xvi) Evidence that the Chicago Apartment Lease dated April 2, 2003, regarding 000 Xxxxx Xxxxxx Xxxxx has been terminatedRelated Agreements; and (xviil) Evidence such other documents, certificates, or instruments as Purchaser may reasonably request in order to effect the Transactions, to vest in Purchaser good and valid title to all of the establishment Shares or to evidence the release of all Liens (other than Permitted Liens) on the interest-bearing joint signature account with Xxxxxx Trust Company’s properties and Savings Bankassets.

Deliveries by Seller and the Company. At the Closing, Seller will deliver, or cause to be delivered, unless waived by Buyer, the Company shall have delivered following to Purchaser the followingBuyer: (ia) Any original certificates evidencing The Consents listed on Schedule 7.2(a) (the Interests which may have been issued to Seller, accompanied by unit powers duly executed in blank, and such other instruments of conveyance as may be acceptable to Purchaser and its counsel“Required Consents”); (iib) A certificatecopies of the Company’s Charter Documents (to the extent the Charter Documents have been amended, supplemented, amended and restated, or modified in any way since the date of the Original Agreement). (c) executed certificates of the secretary or other appropriate officer of the Company, dated the Closing Date, of an executive officer of each of Seller in form and substance reasonably satisfactory to Buyer, certifying (i) the Company confirming the matters set forth in Section 6.3(a) and (b); (iii) A certificate, dated the Closing Date, of the Secretary or Assistant Secretary of each of Seller and the Company certifying, among other things, that attached or appended to such certificate: (A) is a true and correct copy of its limited liability company operating agreement, and all amendments thereto; (B) is a true copy of all limited liability company actions taken by it, including resolutions of its board of directors and sole member, authorizing the consummation of the Acquisition and the execution, delivery and performance of this Agreement and each of the Transaction Documents to be delivered by it pursuant hereto; and (C) are the names and signatures of its duly elected or appointed officers who are authorized to execute and deliver this Agreement and the other Transaction Documents to which it is a party; (iv) The certificate of formation of the Company certified by the Delaware Secretary of State; (v) The membership interest record book and minute book of the Company; (vi) The resignations of each member of the board of directors of the Company authorizing the execution and performance of this Agreement and the transactions contemplated hereby and certifying that they have not been rescinded or amended; and (ii) as to the incumbency of the officers of the Company executing this Agreement, and/or any related agreement, and including specimen signatures; (d) executed certificates of the secretary or other appropriate officer of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying (i) the resolutions of the board of directors of Seller authorizing the execution and performance of this Agreement and the transactions contemplated hereby to the extent of Seller’s obligations set forth in this Agreement and certifying that they have not been rescinded or amended; and (ii) as to the incumbency of the officers of Seller executing this Agreement, and/or any related agreement, and including specimen signatures; (e) certificates representing the Purchased Shares, duly endorsed for transfer or accompanied by stock powers executed in blank; (f) an assignment of the Intercompany Loan in form and substance reasonably satisfactory to Buyer; (g) the corporate minute books and capital stock records of the Company; (viih) Certificates of good standing from this Agreement executed by Seller and the appropriate state agenciesCompany; (i) the other Transaction Documents, duly executed by the parties thereto (other than Buyer); and (j) affidavit executed by Seller, dated as of a recent datethe Closing Date, certifying that each sworn under penalty of Seller and the Company is in good standing in the State of Delaware perjury and in each jurisdiction in which Seller or form and substance required under the Company is qualified Treasury Regulations issued pursuant to do business as a foreign limited liability company; (viii) The Letter of Credit; (ix) The opinion of Xxxxx Xxxxxxx LLP, counsel to the Company and Seller, in the form of Exhibit D and the opinion of in-house or other counsel to the Contingent Guarantor; (x) An affidavit certifying Code section 1445 stating that such Seller is not a “foreign personForeign Person” within as defined in Code §1445 (the meaning of Section 1445(e)(3) of the Code; (xi) Such affidavits and indemnities as may be reasonably required for the issuing title insurance company to issue its final Owners’ Policies of Title Insurance as required pursuant to Section 6.3(i)(xii“FIRPTA Affidavit”); (xii) An Owner’s Policy of Title Insurance with respect to each Facility Site, such expense to be shared equally by Purchaser and Seller, issued in strict accordance with the respective Title Commitment described in Section 6.3(d)(ii) above (including all endorsements). Such policy shall name the Company as the insured, shall be updated through Closing, and shall be subject only to the Permitted Real Property Title Exceptions (excluding from the policy, in any event, all standard exceptions); (xiii) The estoppel certificates described in Section 5.21 to the extent received by Seller, each fully-executed in the form required thereunder. (xiv) The Audited Balance Sheet; (xv) Such resale exemption certificates as Purchaser shall have reasonably requested pursuant to Section 5.22, to the extent obtained by Seller. (xvi) Evidence that the Chicago Apartment Lease dated April 2, 2003, regarding 000 Xxxxx Xxxxxx Xxxxx has been terminated; and (xvii) Evidence of the establishment of the interest-bearing joint signature account with Xxxxxx Trust and Savings Bank.

Deliveries by Seller and the Company. At the Closing, Seller or and the Company shall have delivered or caused to Purchaser the followingbe delivered to Buyer: (i) Any original certificates representing all outstanding Equity Securities of the Company to the extent they are certificated, and stock powers or assignments evidencing the conveyance of the Membership Interests which may have been issued to Seller, accompanied by unit powers duly executed in blank, and such other instruments of conveyance as may be acceptable to Purchaser and its counsel; (ii) A certificatea certificate executed and delivered by the Company and Seller, dated the Closing Datedate of the Closing, of an executive officer of each of Seller and stating that the Company confirming the matters set forth conditions specified in Section 6.3(aSections 7.2(a) and (b7.2(b), have been satisfied as of the Closing; (iii) A certificate, dated the Closing Date, of a certificate executed and delivered by the Secretary or Assistant Secretary comparable representative of each of Seller and the Company certifyingand Seller, among other things, that attached or appended attesting and certifying as to such certificate: (A) is a true and correct copy the organizational documents of its limited liability company operating agreementthe Company or Seller, and all amendments thereto; the certificate of incorporation or comparable organizational document of the Company or Seller, and (B) is a true copy copies of all limited liability company actions taken by it, including resolutions of its the board of directors (or comparable governing body) of the Company or Seller and, if required by applicable law, the equity holders of the Company or Seller, adopting and sole member, authorizing the consummation of the Acquisition and the execution, delivery and performance of transactions contemplated by this Agreement and each of the Transaction Documents to be delivered by it pursuant hereto; and (C) are which the names and signatures of its duly elected Company or appointed officers who are authorized to execute and deliver this Agreement and the other Transaction Documents to which it Seller is a party; (iv) The a certificate of formation of good standing for the Company certified and Seller issued not more than ten (10) days prior to the Closing Date by the Delaware Secretary of StateState or comparable Governmental Authority of its jurisdiction of organization and each other jurisdiction where the Company is qualified to do business; (v) The membership executed payoff letters for the Payoff Indebtedness in form and substance reasonably acceptable to Buyer, which include a per diem interest record book amount and minute book an authorization to file all UCC termination statements and releases necessary to evidence satisfaction and termination of such Payoff Indebtedness and to enable the Companyrelease of any Liens relating thereto upon payment of such Payoff Indebtedness, along with wire transfer instructions for each holder of such Payoff Indebtedness; (vi) The resignations of each member of the board of directors minute book, stock ledgers and stock records or comparable records of the Company; (vii) Certificates of good standing from the appropriate state agenciesan IRS Form W-9, dated as of a recent date, certifying that each of Seller duly completed and the Company is in good standing in the State of Delaware and in each jurisdiction in which Seller or the Company is qualified to do business as a foreign limited liability companyexecuted by Seller; (viii) The Letter resignations from each of Creditthe officers and directors of the Company (excluding the officers and directors of the Seller, in their capacity as such); (ix) The opinion of Xxxxx Xxxxxxx LLPthe Escrow Agreement, counsel to the Company and Seller, in the form of Exhibit D duly executed by Seller and the opinion of in-house or other counsel to the Contingent GuarantorEscrow Agent; (x) An affidavit certifying that Seller is not a “foreign person” within the meaning of Section 1445(e)(3) of the CodeMicrobachelors and Micromasters Trademark License Agreement, duly executed by Seller; (xi) Such affidavits edX and indemnities as may be reasonably required for Open edX Trademark License Agreement, duly executed by Seller and the issuing title insurance company to issue its final Owners’ Policies of Title Insurance as required pursuant to Section 6.3(i)(xii)Company; (xii) An Owner’s Policy of Title Insurance with respect to each Facility SitePlatform Software Code License Agreement, such expense to be shared equally duly executed by Purchaser and Seller, issued in strict accordance with the respective Title Commitment described in Section 6.3(d)(ii) above (including all endorsements). Such policy shall name the Company as the insured, shall be updated through Closing, and shall be subject only to the Permitted Real Property Title Exceptions (excluding from the policy, in any event, all standard exceptions); (xiii) The estoppel certificates described in Section 5.21 to evidence that Seller has obtained the extent received by Seller, each fully-executed in the form required thereunder.Tail Policies; (xiv) The Audited Balance Sheetthe independently reviewed interim balance sheets of Seller as of March 31, 2020 and 2021 and the related reviewed activities and changes in net assets and cash flows for quarter and the nine months then ended; (xv) Such resale exemption certificates the quarterly unaudited consolidated balance sheet of Seller as Purchaser shall have reasonably requested pursuant to Section 5.22of March 31, to 2020, June 30, 2020, September 30, 2020 and December 31, 2020 and the extent obtained by Seller.related quarterly unaudited statements of activities and changes in net assets and cash flows; (xvi) Evidence that the Chicago Apartment Lease dated April 2independently reviewed, 2003consolidated balance sheets of Seller as of December 31, regarding 000 Xxxxx Xxxxxx Xxxxx has been terminated2020 and the related statements of activities and changes in net assets and cash flows for the year then ended; (xvii) the audited consolidated balance sheets of Seller as of June 30, 2021 and the related audited statements of activities and changes in net assets and cash flows for the fiscal year then ended, if applicable (the financial statements being delivered pursuant to Section 7.2(f)(xiv) through Section 7.2(f)(xvii) collectively, the “Updated Financial Statements”); and (xviixviii) Evidence of the establishment of proforma adjustments required to conform Seller to a for-profit status and to comply with United States Securities and Exchange Commission Regulation S-X for the interest-bearing joint signature account with Xxxxxx Trust Updated Financial Statements and Savings Bankthe Financial Statements set forth in Section 3.6(a)(ii); Unless otherwise specifically provided herein, all proceedings to be taken by Seller and the Company pursuant to Section 7.2(f)(i) through Section 7.2(f)(xiii), and all agreements, certificates, instruments and other documents required to be delivered by Seller and the Company pursuant to Section 7.2(f)(i) through Section 7.2(f)(xiii), shall be reasonably satisfactory in form and substance to Buyer.

Deliveries by Seller and the Company. Unless otherwise stated below, at or prior to the Closing, Seller or and the Company shall have delivered deliver, or cause to be delivered, to Purchaser each of the following: (ia) Any original certificates the stock certificate(s) evidencing the Interests which may have been issued to SellerShares, endorsed in blank by Seller or accompanied by unit powers duly a stock power or other instrument of transfer executed in blank, and such other instruments of conveyance as may be acceptable to Purchaser and its counselblank by Seller; (iib) A each Related Agreement to which Seller and/or the Company is a party, executed by Seller and the Company, as applicable; (c) an invoice from each Person (other than any employee) to whom any amount of the Transaction Expenses is owed, indicating the aggregate amount of Transaction Expenses owed to such Person; (d) a certificate of good standing of the Company, issued as of a date not more than five (5) Business Days prior to the Closing Date by the Secretary of State of the State of Delaware; (e) a properly completed and executed IRS Form W-9 from Seller dated as of the Closing Date; (f) letters of resignation from each individual requested by Purchaser pursuant to Section 5.11; (g) executed pay-off letters and UCC-3 termination statements and other Lien terminations or releases (including Intellectual Property security interest releases in form and substance necessary for recordation in the United States Patent and Trademark Office, United States Copyright Office, or any other similar Governmental Authority), in each case in form and substance reasonably satisfactory to Purchaser, from each Person to whom any amount of the Closing Date Indebtedness (other than Equipment and Truck Indebtedness), is owed, evidencing the satisfaction in full of all such Closing Date Indebtedness, excluding Equipment and Truck Indebtedness, and the release or termination of all Liens relating to such Closing Date Indebtedness, excluding Equipment and Truck Indebtedness; (h) the written Consents set forth on Schedule 1.5(h), in each case in form and substance reasonably satisfactory to Purchaser; (i) documentation, in form and substance reasonably satisfactory to Purchaser, evidencing the termination, in accordance with Section 5.10, of all intercompany Contracts and relationships (excluding Contracts between the Company and West Coast Leasing Company, Inc., a Nevada corporation (“West Coast”) and Contracts by and among the Company and its Subsidiaries) and the release of the Company from all Liability thereunder; (j) a certificate, dated as of the Closing Date, of Date and executed by an executive officer of each the Company, certifying as to the satisfaction of Seller and the Company confirming the matters conditions set forth in Section 6.3(a) 7.2(a), Section 7.2(b), and (bSection 7.2(c); (iiik) A a certificate, dated as of the Closing Date, Date and executed by the secretary or an assistant secretary (or similar officer) of the Secretary or Assistant Company, certifying as to (i) no amendments to the certificate of incorporation of the Company since the date of the certification referenced in a copy of the certificate of incorporation of the Company, certified as of a date not more than five (5) Business Days prior to the Closing Date by the Secretary of each State of Seller and the Company certifyingState of Delaware, among other things, that to be attached or appended to such certificate: certificate as an exhibit, (Aii) is a true and correct copy the bylaws of its limited liability company operating agreementthe Company, and all amendments thereto; (Biii) is a true copy of all limited liability company actions taken the resolutions approved by it, including resolutions of its the board of directors and sole member, authorizing the consummation (or similar governing body) of the Acquisition and Company authorizing the execution, delivery delivery, and performance by the Company of this Agreement and each its Related Agreements and the consummation by the Company of the Transaction Documents to be delivered Transactions, (iv) the resolutions approved by it pursuant hereto; Seller in accordance with applicable Law, authorizing the execution, delivery, and performance by the Company of this Agreement and its Related Agreements and the consummation by the Company of the Transactions and (Cv) are the names and signatures of its duly elected or appointed the officers who are of the Company authorized to execute this Agreement, its Related Agreements, and deliver the other documents to be delivered by the Company under this Agreement and the other Transaction Documents to which it is a party; (iv) The certificate of formation of the Company certified by the Delaware Secretary of State; (v) The membership interest record book and minute book of the Company; (vi) The resignations of each member of the board of directors of the Company; (vii) Certificates of good standing from the appropriate state agencies, dated as of a recent date, certifying that each of Seller and the Company is in good standing in the State of Delaware and in each jurisdiction in which Seller or the Company is qualified to do business as a foreign limited liability company; (viii) The Letter of Credit; (ix) The opinion of Xxxxx Xxxxxxx LLP, counsel to the Company and Seller, in the form of Exhibit D and the opinion of in-house or other counsel to the Contingent Guarantor; (x) An affidavit certifying that Seller is not a “foreign person” within the meaning of Section 1445(e)(3) of the Code; (xi) Such affidavits and indemnities as may be reasonably required for the issuing title insurance company to issue its final Owners’ Policies of Title Insurance as required pursuant to Section 6.3(i)(xii); (xii) An Owner’s Policy of Title Insurance with respect to each Facility Site, such expense to be shared equally by Purchaser and Seller, issued in strict accordance with the respective Title Commitment described in Section 6.3(d)(ii) above (including all endorsements). Such policy shall name the Company as the insured, shall be updated through Closing, and shall be subject only to the Permitted Real Property Title Exceptions (excluding from the policy, in any event, all standard exceptions); (xiii) The estoppel certificates described in Section 5.21 to the extent received by Seller, each fully-executed in the form required thereunder. (xiv) The Audited Balance Sheet; (xv) Such resale exemption certificates as Purchaser shall have reasonably requested pursuant to Section 5.22, to the extent obtained by Seller. (xvi) Evidence that the Chicago Apartment Lease dated April 2, 2003, regarding 000 Xxxxx Xxxxxx Xxxxx has been terminatedRelated Agreements; and (xviil) Evidence such other documents, certificates, or instruments as Purchaser may reasonably request in order to effect the Transactions, to vest in Purchaser good and valid title to all of the establishment Shares or to evidence the release of all Liens (other than Permitted Liens) on the interest-bearing joint signature account with Xxxxxx Trust Company’s properties and Savings Bankassets.