Common use of Deliveries by Seller to Buyer Clause in Contracts

Deliveries by Seller to Buyer. On the Closing Date, Seller shall deliver, or cause to be delivered, to Buyer the following: (a) a certificate or certificates evidencing all of the Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer, and with any requisite stock transfer tax stamps properly affixed thereto; (b) the certificates, opinions and other documents and instruments to be delivered pursuant to Section 6.1 hereof; (c) a "good standing" certificate for Seller, each Company and each Company Subsidiary, and a copy of the Certificate of Incorporation and all amendments thereto (or equivalent document) of Seller, each Company and each Company Subsidiary, in each case certified by the Secretary of State (or equivalent authority) of the jurisdiction of incorporation of each such entity, each dated as of a date within five (5) days prior to the Closing Date; (d) copies of the resolutions of the board of directors (or other similar governing body) of Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements (as defined below) to which it is a party and a certificate of the secretary or assistant secretary of Seller, dated as of the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect, that each officer of Seller who executed and delivered this Agreement, any Ancillary Agreement and any other document delivered in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement was at the respective times of such execution and delivery and is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his or her genuine signature, together with copies of the Restated Articles of Incorporation and By-laws of Seller certified by such officers; (e) copies of resolutions of the board of directors (or other similar governing body) of each Subsidiary of Seller that is a party to an Ancillary Agreement authorizing the execution, delivery and performance of such Ancillary Agreement or Agreements, and certificates of the secretary or assistant secretary of each such Subsidiary, dated as of the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect, that each officer of such Subsidiary who executed and delivered such Ancillary Agreement and any other document delivered in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement was at the respective times of such execution and delivery and is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his or her genuine signature, together with copies of the articles or certificate of incorporation and by-laws (or equivalent documents) of each such Subsidiary certified by such officers; (f) each Ancillary Agreement to which it or any affiliate or Subsidiary is a party; (g) title affidavits in the forms attached hereto as Exhibits B and C; (h) to the extent requested by the Buyer, resignations of the directors of each Company and each Company Subsidiary; and (i) such other closing documents as Buyer and Seller shall reasonably agree.

Deliveries by Seller to Buyer. On Prior to or at the Closing DateClosing, Seller shall deliver, deliver or cause to be delivered, delivered to Buyer the following: (a) a certificate or certificates evidencing all the Shares, properly endorsed by Seller to Buyer, or an instrument of assignment of such Shares, duly executed by Seller, as may be necessary to transfer to Buyer ownership of the Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer, free and with clear of any requisite stock transfer tax stamps properly affixed theretoand all Liens (other than restrictions under applicable securities Laws); (b) the certificatesTransition Services Agreement, opinions and other documents and instruments to be delivered pursuant to Section 6.1 hereofduly executed by the parties thereto; (c) the Intellectual Property Agreement, duly executed by the parties thereto; (d) the Economic Benefits Agreement, duly executed by the parties thereto; (e) the Sublease, duly executed by the parties thereto; (f) a "good standing" certificate for from Seller, each in form and substance required under Section 1445(b)(2) of the Code; (g) the officer’s certificate of Seller referred to in Sections 8.2(a) and (b) hereof; (h) certificates of existence of the Company and each the Company Subsidiary, and a copy of the Certificate of Incorporation and all amendments thereto (or equivalent document) of Seller, each Company and each Company Subsidiary, in each case certified by Subsidiaries from the Secretary of State (or equivalent authority) of the jurisdiction State of incorporation of each such entityDelaware or Tennessee, each as applicable, dated as of a date within five (5) days prior to Business Days of the Closing Date; (di) (A) a release letter (the “Release Letter”) from the holders of Indebtedness under the Credit Agreement (or an agent on behalf of such holders) that provide that, upon the Closing, (x) all Liens (other than Permitted Liens) with respect to the assets of the Company or the Company Subsidiaries securing the Indebtedness outstanding under the Credit Agreement shall be terminated and of no further force and effect and (y) the holders of such Indebtedness (or an agent on behalf of such holders) will, or will permit the Company or the Company Subsidiaries to, effect any filings, recordations or statements required to evidence the termination of any such Liens and (B) a termination letter from each of the counterparties to the Indebtedness listed on Section 3.2(i) of the Disclosure Letter; (j) duly executed copies of resignations, effective as of the Closing, of each officer and director of the Company and each Company Subsidiary listed on Section 3.2(j) of the Disclosure Letter; (k) copies of the resolutions all notice filings given to, and consents and approvals of, third parties and Governmental Entities listed on Section 3.2(k) of the board Disclosure Letter; (l) evidence of directors (termination or other similar governing bodyamendment of the contracts specified on Section 3.2(l) of Sellerthe Disclosure Letter, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements (as defined below) to which it is a party and a certificate termination documents will provide that all obligations of the secretary Company or assistant secretary of Sellerthe applicable Company Subsidiary, dated as the case may be, are terminated as of the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect, that each officer of Seller who executed and delivered this Agreement, any Ancillary Agreement and any other document delivered in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement was at the respective times of such execution and delivery and is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his or her genuine signature, together with copies of the Restated Articles of Incorporation and By-laws of Seller certified by such officers; (e) copies of resolutions of the board of directors (or other similar governing body) of each Subsidiary of Seller that is a party to an Ancillary Agreement authorizing the execution, delivery and performance of such Ancillary Agreement or Agreements, and certificates of the secretary or assistant secretary of each such Subsidiary, dated terminated as of the Closing Date, to the effect that and such resolutions were duly adopted and are in full force and effect, that each officer of such Subsidiary who executed and delivered such Ancillary Agreement and any Company has no further obligation thereunder other document delivered in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement was at the respective times of such execution and delivery and is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his or her genuine signature, together with copies of the articles or certificate of incorporation and by-laws (or equivalent documents) of each such Subsidiary certified by such officers; (f) each Ancillary Agreement to which it or any affiliate or Subsidiary is a party; (g) title affidavits in the forms attached hereto as Exhibits B and C; (h) to the extent requested by the Buyer, resignations of the directors of each Company and each Company Subsidiarythan for prior services rendered has no further obligation thereunder other than for prior services rendered; and (im) such all other closing documents as Buyer documents, instruments, agreements and Seller shall reasonably agreecertificates, if any, required by any other provision of this Agreement, the Transition Services Agreement or the Intellectual Property Agreement.

Deliveries by Seller to Buyer. On the Closing Date, Seller shall deliver, will deliver or cause to be delivered, delivered to Buyer the followingBuyer: (ai) an instrument of transfer of the Interests, duly executed by Seller, in a form reasonably acceptable to Buyer and Seller, (ii) a certificate or certificates evidencing all transition services agreement, substantially in the form attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Seller and any applicable members of Seller Group, if required, (iii) resignations, effective as of the SharesClosing, duly endorsed in blank of all members of the boards of directors or accompanied by stock powers duly executed in blank, in proper form for transfer, managers and with any requisite stock transfer tax stamps properly affixed thereto; (b) officers of the certificates, opinions and other documents and instruments to be delivered pursuant to Section 6.1 hereof; (c) a "good standing" certificate for Seller, each Company and each Company Subsidiary, and a copy of the Certificate of Incorporation and all amendments thereto (or equivalent document) of Seller, each Company and each Company Subsidiary, its Subsidiaries that Buyer has requested in each case certified by the Secretary of State (or equivalent authority) of the jurisdiction of incorporation of each such entity, each dated as of a date within five (5) days writing to resign prior to the Closing Date;, (div) copies the Wet Lap Pulp and the BHK Baled Pulp supply agreement (the “Pulp Supply Agreement”), on terms and conditions consistent in all material respects with the terms and conditions set forth on the term sheet attached as Exhibit B hereto (the “Supply Agreement Term Sheet”), duly executed by Seller Parent, provided, that, the Supply Agreement Term Sheet shall remain final and binding on the parties thereto if and to the extent that the Pulp Supply Agreement is not duly executed by the parties thereto as of the resolutions Closing, and following the Closing, the Seller and Buyer shall, and shall cause their respective Affiliates, as necessary, to, continue to negotiate in good faith and enter into a definitive Pulp Supply Agreement on terms and conditions consistent in all material respects with the terms set forth in the Supply Agreement Term Sheet, (v) a certificate duly executed by an authorized officer of Seller as to (A) the accuracy of Seller Parent’s and Seller’s representations and warranties as of the board of directors (or other similar governing body) of Seller, authorizing the execution, delivery and performance date of this Agreement and the Ancillary Agreements (as defined below) to which it is a party and a certificate of the secretary or assistant secretary of Seller, dated as of the Closing Date, to the effect that such resolutions were duly adopted in accordance with Section 6.2(a) and are in full force (B) Seller and effect, that each officer of Seller who executed and delivered this Agreement, any Ancillary Agreement and any other document delivered in connection Parent’s compliance with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement was at the respective times of such execution and delivery and is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his or her genuine signature, together with copies of the Restated Articles of Incorporation and By-laws of Seller certified by such officers; (e) copies of resolutions of the board of directors (or other similar governing body) of each Subsidiary of Seller that is a party to an Ancillary Agreement authorizing the execution, delivery and performance of such Ancillary Agreement their respective covenants, agreements and obligations to be performed or Agreements, and certificates complied with at or before the Closing in accordance with Section 6.2(b), (vi) a certificate of Seller’s non-foreign status that complies with the requirements of Section 1445 of the secretary or assistant secretary of each such SubsidiaryCode and an executed IRS Form W-9, dated as of the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect, that each officer of such Subsidiary who executed and delivered such Ancillary Agreement and any other document delivered in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement was at the respective times of such execution and delivery and is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his or her genuine signature, together with copies of the articles or certificate of incorporation and by-laws (or equivalent documents) of each such Subsidiary certified by such officers; (f) each Ancillary Agreement to which it or any affiliate or Subsidiary is a party; (g) title affidavits in the forms attached hereto as Exhibits B and C; (h) to the extent requested by the Buyer, resignations of the directors of each Company and each Company Subsidiary; and (ivii) such evidence reasonably satisfactory to Buyer (including duly executed Lien releases and other closing documents as Buyer customary and applicable termination documentation) of the release of any Liens on the Interests or any assets of the Company and its Subsidiaries (after giving effect to the Restructuring), and of the termination of any guarantees by, or other obligations of, the Company or any of its Subsidiaries, created under any of Seller shall reasonably agreeFinancing Documents.

Deliveries by Seller to Buyer. On or prior to the Closing Date, Seller shall deliver, deliver or cause to be delivered, delivered to Buyer (unless previously delivered to, or waived in writing by, Buyer) the following: (a) a A certificate or certificates evidencing all of representing the Shares, together with a stock power or stock powers duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer, and with any requisite stock transfer tax stamps properly affixed theretofavor of Xxxxx; (b) The Estimated Closing Statement, duly executed by Xxxxxx; (c) All corporate books, minute books and joint venture interest or stock records (including stock certificates) of the certificatesCompanies to the extent in Seller’s possession; (d) Resignations, opinions effective as of the Closing, of (i) each member of the board of directors and of each officer of each of the Companies and GMMV, as listed on Section 2.5(d) of the Disclosure Schedules, (ii) any representative appointed by Seller or any of its Affiliates (including the Companies) on any committees or boards of any of the Companies or GMMV, and (iii) any Person authorized to act for or on behalf of either of the Companies or GMMV in any capacity; (e) A certificate executed by an authorized Representative of Seller, certifying that all of the conditions set forth in Section 6.1 and Section 6.3 are satisfied or waived; (f) A certificate executed by an authorized Representative of Seller, certifying and attaching (i) a certificate of good standing for each of XXX and WCRC, dated no more than ten (10) days prior to the Closing, from the secretary of state of its state of incorporation; (ii) all requisite resolutions or actions of Seller’s board of directors approving the execution and delivery of this Agreement, the Related Agreements to which it is or will be a party, and the consummation of the Acquisition; (iii) the Organizational Documents of each Company; and (iv) the incumbency of each individual executing this Agreement and any other documents and instruments document to be delivered pursuant to Section 6.1 hereof; (c) a "good standing" certificate for Seller, each Company and each Company Subsidiary, and a copy of the Certificate of Incorporation and all amendments thereto (or equivalent document) of Seller, each Company and each Company Subsidiary, in each case certified by the Secretary of State (or equivalent authority) of the jurisdiction of incorporation of each such entity, each dated as of a date within five (5) days prior to the Closing Date; (d) copies of the resolutions of the board of directors (or other similar governing body) of Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements (as defined below) to which it is a party and a certificate of the secretary or assistant secretary of Seller, dated as of the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect, that each officer of Seller who executed and delivered this Agreement, any Ancillary Agreement and any other document delivered in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement was at the respective times of such execution and delivery and is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his or her genuine signature, together with copies of the Restated Articles of Incorporation and By-laws of Seller certified by such officers; (e) copies of resolutions of the board of directors (or other similar governing body) of each Subsidiary of Seller that is a party to an Ancillary Agreement authorizing the execution, delivery and performance of such Ancillary Agreement or Agreements, and certificates of the secretary or assistant secretary of each such Subsidiary, dated as of the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect, that each officer of such Subsidiary who executed and delivered such Ancillary Agreement and any other document delivered in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement was at the respective times of such execution and delivery and is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his or her genuine signature, together with copies of the articles or certificate of incorporation and by-laws (or equivalent documents) of each such Subsidiary certified by such officers; (f) each Ancillary Agreement to which it or any affiliate or Subsidiary is a party; (g) title affidavits in the forms attached hereto as Exhibits B and CA duly executed IRS Form W-9 from Seller; (h) Documentation reasonably acceptable to Buyer that the extent requested by the Intercompany Balances have been terminated, released, cancelled or settled in accordance with Section 5.19, with no liability to Buyer, resignations the Companies or GMMV; (i) An encrypted hard drive containing an electronic copy of all materials made available in the directors of each Company and each Company SubsidiaryData Room; (j) A properly completed IRS Form 8023 duly executed by Seller or its Affiliate; and (ik) All such other closing assurances, consents, agreements, documents and instruments as may be reasonably required by Buyer and Seller shall reasonably agreeto consummate the Acquisition.

Deliveries by Seller to Buyer. On the Closing Date, Seller shall deliver, will deliver or cause to be delivered, as applicable, to Buyer the followingBuyer: (ai) a certificate An assignment and xxxx of sale attached hereto as Exhibit B, executed by Seller, and such other assignments and other instruments of transfer and conveyance as Buyer shall deem reasonably necessary or desirable to vest in Buyer all rights, titles and interests in and to the Purchased Assets and the PEO Business, including any certificates evidencing all of the Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer, and with any requisite stock transfer tax stamps properly affixed theretoShift Equity Interests; (bii) An assignment and assumption agreement attached hereto as Exhibit C, executed by Seller, with respect to each of the certificates, opinions Assumed Contracts and other documents Assumed Leases (the “Assignment and instruments to be delivered pursuant to Section 6.1 hereofAssumption Agreement”); (ciii) A duly executed certificate of a "good standing" certificate for SellerSecretary or Assistant Secretary of Seller certifying, each Company as complete and each Company Subsidiary, and a copy accurate as of the Certificate Closing, the Governing Documents of Incorporation Seller and all amendments thereto (requisite resolutions or equivalent document) actions of Seller, each Company and each Company Subsidiary, in each case certified by the Secretary of State (or equivalent authority) of the jurisdiction of incorporation of each such entity, each dated as of a date within five (5) days prior to the Closing Date; (d) copies of the resolutions of the ’s board of directors (or other similar governing body) of Seller, authorizing approving the execution, execution and delivery and performance of this Agreement and the Ancillary Agreements (as defined below) to which it is a party and a certificate of the secretary or assistant secretary of Seller, dated as of the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect, that each officer of Seller who executed and delivered this Agreement, any Ancillary Agreement and any other document delivered in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement was at and certifying to the respective times of such execution incumbency and delivery and is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his or her genuine signature, together with copies signatures of the Restated Articles of Incorporation and By-laws officers of Seller certified by such officersexecuting this Agreement and any other Transaction Agreement; (eiv) copies A certificate of resolutions good standing for Seller and SHCM from the Secretaries of the board State or corresponding certifying authorities of directors (or other similar governing body) of Wyoming, each Subsidiary of Seller that is a party to an Ancillary Agreement authorizing the execution, delivery and performance of such Ancillary Agreement or Agreementsstate set forth on Schedule 4.2(iv), and certificates of each other state in which Seller or SHCM operates the secretary PEO Business or assistant secretary of each such Subsidiarywhere the Purchased Assets are located; (v) An affidavit from Seller, dated as of the Closing DateClosing, in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the effect Code stating Seller’s taxpayer identification number and that such resolutions were duly adopted Seller is not a foreign person pursuant to Section 1445(b)(2) of the Code; (vi) A restrictive covenants agreement attached hereto as Exhibit D attached hereto (the “Noncompetition Agreement”), executed by Xxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxx Xxxxxx and are in full force Seller; (vii) All consents, waivers and effect, that each officer approvals of such Subsidiary who executed any Governmental Authority and delivered such Ancillary Agreement and any other document delivered in connection with the third party required to be obtained before consummation of the transactions contemplated by this Agreement or as identified on Schedule 5.4 shall have been obtained, including the landlords under any Ancillary Agreement was at the respective times of such execution and delivery and is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his or her genuine signature, together with copies of the articles or certificate of incorporation and by-laws (or equivalent documents) of each such Subsidiary certified by such officersAssumed Leases; (fviii) each Ancillary Agreement Seller shall satisfy (contemporaneous with the Closing) all outstanding indebtedness relating to which it or any affiliate or Subsidiary is a partyLiens imposed on the Purchase Assets and at the Closing delivered all documentation necessary to terminate and release all Liens on the Purchased Assets as provided in Schedule 4.3(a)(viii); (gix) title affidavits in the forms A subordination agreement with Zions Bancorporation, N.A. dba Zions First National Bank (“Zions”) attached hereto as Exhibits B and C; Exhibit E (h) to the extent requested “Subordination Agreement”), executed by the Buyer, resignations of the directors of each Company and each Company SubsidiarySeller; and (ix) All such other closing documents instruments of conveyance as shall, in the reasonable opinion of Buyer and Seller shall reasonably agreeits counsel, be necessary to vest in Buyer title to the Purchased Assets in accordance with Section 2.1 hereof, including time-stamped instruments and releases, in form and substance satisfactory to Buyer, evidencing release and removal of all Liens on the Purchased Assets.

Deliveries by Seller to Buyer. On At the Closing DateClosing, Seller shall deliver, deliver or cause to be delivered, delivered to Buyer the followingfollowing documents: (a) a certificate or certificates evidencing warranty bills of sale in the form of EXHIBIT A attached, original titles to all motor vehicles and trailers and other instruments of conveyance, assignment and transfer as shall be effective to vest in Buyer all of Seller's title and interest in the Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer, and with any requisite stock transfer tax stamps properly affixed theretoPurchased Assets; (b) the certificatesa certified copy of Seller's Articles of Incorporation, opinions and other documents and instruments to be delivered pursuant to Section 6.1 hereof; (c) a "good standing" certificate for Seller, each Company and each Company Subsidiary, and a copy of the Certificate of Incorporation and all amendments thereto (or equivalent document) of Seller, each Company and each Company Subsidiary, in each case 's By-Laws certified by the Seller's Secretary of State (or equivalent authority) of and a good standing certificate issued by the jurisdiction of its incorporation of each such entity, each dated as of a date within five no more than ten (510) days prior to the Closing Date; (dc) copies resolutions duly adopted by the Board of the resolutions Directors of the board of directors (or other similar governing body) of Seller, Seller authorizing the execution, execution and delivery and performance of this Agreement and the Ancillary Agreements consummation of the transactions contemplated hereby, duly certified as true, correct and in full force and effect as of the Closing Date by the Secretary of Seller; (as defined belowd) to which it is a party and a certificate executed by the President of the secretary or assistant secretary of Seller, Seller dated as of the Closing Date, to the effect certifying that such resolutions were duly adopted all representations and are in full force and effect, that each officer warranties of Seller who executed herein contained, including the Schedules are true and delivered this Agreement, any Ancillary Agreement correct on and any other document delivered in connection with the consummation as of the transactions contemplated by this Agreement or any Ancillary Agreement was at the respective times of such execution and delivery and is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his or her genuine signature, together with copies of the Restated Articles of Incorporation and By-laws of Seller certified by such officersClosing Date; (e) copies the opinion of resolutions Vedder, Price, Kaufxxx xxx Kammholz, as counsel to Seller, in the form of the board of directors (or other similar governing body) of each Subsidiary of Seller that is a party EXHIBIT B attached hereto, addressed to an Ancillary Agreement authorizing the execution, delivery Buyer and performance of such Ancillary Agreement or Agreements, and certificates of the secretary or assistant secretary of each such Subsidiary, dated as of the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect, that each officer of such Subsidiary who executed and delivered such Ancillary Agreement and any other document delivered in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement was at the respective times of such execution and delivery and is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his or her genuine signature, together with copies of the articles or certificate of incorporation and by-laws (or equivalent documents) of each such Subsidiary certified by such officers; (f) each Ancillary Agreement to which it a bank draft or any affiliate certified check or Subsidiary is a partyconfirmation of the wire transfer of funds in the amount owing Buyer under Section 7.4(a); (g) title affidavits in the forms attached hereto as Exhibits B and Coriginal Note marked "canceled;" (h) to the extent requested by the Buyer, resignations a release of the directors of each Company and each Company Subsidiaryobligations under the Compensation Agreement; (i) an agreement executed by Seller canceling the Offer Agreement; and (ij) such all files and other closing documents as Buyer and Seller shall reasonably agreematerials exclusively or substantially relating to the Business whether in written form or in the form of computer media.

Deliveries by Seller to Buyer. On At the Closing DateClosing, Seller or the Company as is appropriate shall deliver, or shall cause to be delivered, to Buyer the following: (a) a certificate or certificates evidencing all appropriate evidence of the Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transferMembership Interests, and such instruments or documents evidencing the sale, assignment, transfer and conveyance by the Seller to Buyer of the Membership Interests in accordance with any requisite stock transfer tax stamps properly affixed theretothe terms hereof; (b) a certificate of both the certificatesCompany and the Seller, opinions dated as of the Closing Date, setting forth those resolutions authorizing the consummation of the transactions contemplated hereby, and other documents certifying that such resolutions were duly adopted and instruments to be delivered pursuant to Section 6.1 hereofhave not been rescinded or amended as of the Closing Date; (c) a "good standing" certificate for of both the Company and the Seller attesting as to the incumbency and signature of each officer of the Company and the Seller, as applicable, who shall execute this Agreement and any other agreement in connection herewith on behalf of the Company or the Seller, as the case may be, and certifying as being complete and correct the copies attached to such certificate of the Company's constituent documents, each as in effect on such date; (d) a certificate of existence of the Company from the Secretary of State of the State of Delaware and each a certificate of the good standing of the Company Subsidiaryfrom State of Delaware, and a copy certificate of qualification of the Certificate of Incorporation and all amendments thereto (or equivalent document) of Seller, each Company and each Company Subsidiaryas an entity authorized to do business in Alaska, in each case certified by the Secretary of State (or equivalent authority) of the jurisdiction of incorporation of each such entity, each dated as of a date within five (5) not earlier than 10 days prior to the Closing Date; (de) copies the originals of all minute books, Membership Interests transfer records, electronic data and corporate and all other records of the resolutions of the board of directors (or other similar governing body) of SellerCompany, authorizing the executionincluding but not limited to, delivery all land, geological, engineering and performance of this Agreement and the Ancillary Agreements (as defined below) to which it is a party and a certificate of the secretary or assistant secretary of Seller, dated as of the Closing Date, geophysical work files relating to the effect that such resolutions were duly adopted Company's Oil and are in full force and effect, that each officer of Seller who executed and delivered this Agreement, any Ancillary Agreement and any other document delivered in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement was at the respective times of such execution and delivery and is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his or her genuine signature, together with copies of the Restated Articles of Incorporation and By-laws of Seller certified by such officers; (e) copies of resolutions of the board of directors (or other similar governing body) of each Subsidiary of Seller that is a party to an Ancillary Agreement authorizing the execution, delivery and performance of such Ancillary Agreement or Agreements, and certificates of the secretary or assistant secretary of each such Subsidiary, dated as of the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect, that each officer of such Subsidiary who executed and delivered such Ancillary Agreement and any other document delivered in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement was at the respective times of such execution and delivery and is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his or her genuine signature, together with copies of the articles or certificate of incorporation and by-laws (or equivalent documents) of each such Subsidiary certified by such officersGas Properties; (f) each Ancillary pay-off letters from Credit Suisse, XX Xxxxxx Chase and any other providers of Company Debt in form and substance satisfactory to Buyer and its financing source, specifying, among other things, that all of the Credit Agreement to which it or and all other loan documents related thereto shall be canceled upon payment of the pay-off amounts set forth therein, together with evidence that all Liens in favor of Credit Suisse, XX Xxxxxx and any affiliate or Subsidiary is a partyother secured lenders have been or, upon payment of the pay-off amounts set forth therein will be, released (the "Pay-off Letters"); (g) title affidavits general releases of claims against the Company, in form and substance satisfactory to Buyer and its financing source, from Seller, FOC and their Affiliates, and all officers and directors of the forms attached hereto as Exhibits B and CCompany; (h) to the extent requested by the Buyer, resignations resignation of each of the present directors and officers of each Company and each Company Subsidiarythe Company; and (i) such other closing documents as Buyer and Seller shall reasonably agreeall consents or waivers referred to on Schedule 4.5.

Deliveries by Seller to Buyer. On At the Closing DateClosing, Seller Sellers or the Company as is appropriate shall deliver, or shall cause to be delivered, to Buyer the following: (a) a certificate or the certificates evidencing all of the Shares, duly endorsed and such instruments or documents evidencing the sale, assignment, transfer and conveyance by the Sellers to Buyer of the Shares in blank or accompanied by stock powers duly executed in blank, in proper form for transfer, and accordance with any requisite stock transfer tax stamps properly affixed theretothe terms hereof; (b) a certificate of the certificatesCompany, opinions dated as of the Closing Date, setting forth resolutions of the board of directors of the Company authorizing the consummation of the transactions contemplated hereby, and other documents certifying that such resolutions were duly adopted and instruments to be delivered pursuant to Section 6.1 hereofhave not been rescinded or amended as of the Closing Date; (c) a "good standing" certificate for Sellerof the Company attesting as to the incumbency and signature of each officer of the Company, as applicable, who shall execute this Agreement and any other agreement in connection therewith on behalf of the Company, and certifying as being complete and correct the copies attached to such certificate of the articles of incorporation and bylaws of the Company, each as in effect on such date; (d) a certificate of existence of the Company from the Secretary of State of the State of Delaware and each a certificate of the good standing of the Company Subsidiaryfrom State of Delaware, and a copy certificate of qualification of the Certificate of Incorporation and all amendments thereto (or equivalent document) of Seller, Company as a foreign entity authorized to do business in each Company and each Company Subsidiarystate in which they are so qualified, in each case certified by the Secretary of State (or equivalent authority) of the jurisdiction of incorporation of each such entity, each dated as of a date within five (5) not earlier than 2 business days prior to the Closing Date; (de) copies the originals of all minute books, stock transfer records, electronic data and corporate and all other records of the resolutions of the board of directors (or other similar governing body) of SellerCompany, authorizing the executionincluding but not limited to, delivery all land, geological, engineering and performance of this Agreement and the Ancillary Agreements (as defined below) to which it is a party and a certificate of the secretary or assistant secretary of Seller, dated as of the Closing Date, geophysical work files relating to the effect that such resolutions were duly adopted Company’s Oil and are in full force and effect, that each officer of Seller who executed and delivered this Agreement, any Ancillary Agreement and any other document delivered in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement was at the respective times of such execution and delivery and is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his or her genuine signature, together with copies of the Restated Articles of Incorporation and By-laws of Seller certified by such officers; (e) copies of resolutions of the board of directors (or other similar governing body) of each Subsidiary of Seller that is a party to an Ancillary Agreement authorizing the execution, delivery and performance of such Ancillary Agreement or Agreements, and certificates of the secretary or assistant secretary of each such Subsidiary, dated as of the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect, that each officer of such Subsidiary who executed and delivered such Ancillary Agreement and any other document delivered in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement was at the respective times of such execution and delivery and is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his or her genuine signature, together with copies of the articles or certificate of incorporation and by-laws (or equivalent documents) of each such Subsidiary certified by such officersGas Properties; (f) the resignation of each Ancillary Agreement to which it or any affiliate or Subsidiary is a partyof the present directors and officers of the Company; (g) title affidavits in the forms attached hereto as Exhibits B and Call consents or waivers referenced on Schedule 5.5; (h) to the extent requested by the Buyer, resignations termination of the directors Services Agreement, except for the continuing indemnification obligation thereunder in favor of each Company and each Company Subsidiarythe Company; (i) the Option Cancellation Agreements; and (ij) a substitute Form W-9 or other certification from each of Sellers that such other closing documents as Buyer and Seller shall reasonably agreeis not subject to back-up withholding.

Deliveries by Seller to Buyer. On At the Closing DateClosing, Seller shall deliver, deliver or cause to be delivered, delivered to Buyer the followingBuyer: (a) a certificate or certificates evidencing all (i) an executed Bill of Sale, (ii) an executed Assignment and Assumption Agreement in the Sharesform attached hereto as Exhibit F, duly endorsed in blank or accompanied by stock powers duly executed in blankand (iii) such other assignments, in proper form for endorsements and documents of title and other good and sufficient instruments of conveyance and transfer, as are effective to vest Buyer with full and with any requisite stock transfer tax stamps properly affixed theretocomplete right, title and interest in and to the Assets, free and clear of all Liens; (b) a certificate executed and delivered by the certificatesSecretary of Seller, opinions attesting and other certifying as to (i) the organizational documents of Seller, including the certificate of organization of Seller, which shall also be certified as of a recent date by the Secretary of the State of Delaware and instruments to be delivered pursuant to Section 6.1 hereofthe operating agreement of Seller; (c) a "certificate of good standing" certificate standing for Seller, each Company and each Company Subsidiary, and a copy of Seller issued not more than 10 days prior to the Certificate of Incorporation and all amendments thereto (or equivalent document) of Seller, each Company and each Company Subsidiary, in each case certified Closing Date by the Secretary of State (or equivalent authority) of the jurisdiction of incorporation of each such entity, each dated as of a date within five (5) days prior to the Closing DateDelaware; (d) copies payoff letters for each instrument of Indebtedness set forth on Schedule 8.2(d) from the obligees thereunder setting forth the amounts necessary to pay off all such Indebtedness under such instrument as of the resolutions Closing Date along with the per diem interest amount with respect thereto and otherwise in form and substance reasonably satisfactory to Buyer (the “Payoff Letters”), and evidence reasonably satisfactory in form and substance to Buyer of the board release of directors all claims or Liens held by such parties on or against the Assets; (or other similar governing bodye) a non-foreign affidavit dated as of the Closing Date from Seller, authorizing sworn under penalty of perjury and in the executionform prescribed by Treasury Regulations Section 1.1445-2, delivery stating that Seller is not a “foreign person” as defined in Section 1445 of the Code; (f) an executed Trademark Assignment Agreement in the form attached hereto as Exhibit G; (g) an executed Patent Assignment Agreement in the form attached hereto as Exhibit H; (h) an executed Domain Name Assignment Agreement in the form attached hereto as Exhibit I; (i) an executed Escrow Agreement in the form attached hereto as Exhibit J; (j) an executed Transition Assistance Agreement in the form attached hereto as Exhibit K; (k) evidence reasonably satisfactory to Buyer that all employee obligations related to the period prior to the Closing, including payroll, accrued bonuses, vacation and performance paid time off, have been settled; (l) an electronic copy in a format acceptable to Buyer of the source code, object code, and internal technical documentation for all Owned Software; and (m) such other documents and instruments as Buyer may reasonably require in order to effectuate the transactions that are the subject of this Agreement and the Ancillary Agreements (as defined below) to which it is a party and a certificate of the secretary or assistant secretary of Seller, dated as of the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect, that each officer of Seller who executed and delivered this Agreement, any Ancillary Agreement and any other document delivered in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement was at the respective times of such execution and delivery and is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his or her genuine signature, together with copies of the Restated Articles of Incorporation and By-laws of Seller certified by such officers; (e) copies of resolutions of the board of directors (or other similar governing body) of each Subsidiary of Seller that is a party to an Ancillary Agreement authorizing the execution, delivery and performance of such Ancillary Agreement or Agreements, and certificates of the secretary or assistant secretary of each such Subsidiary, dated as of the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect, that each officer of such Subsidiary who executed and delivered such Ancillary Agreement and any other document delivered in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement was at the respective times of such execution and delivery and is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his or her genuine signature, together with copies of the articles or certificate of incorporation and by-laws (or equivalent documents) of each such Subsidiary certified by such officers; (f) each Ancillary Agreement to which it or any affiliate or Subsidiary is a party; (g) title affidavits in the forms attached hereto as Exhibits B and C; (h) to the extent requested by the Buyer, resignations of the directors of each Company and each Company Subsidiary; and (i) such other closing documents as Buyer and Seller shall reasonably agreeTransaction Documents.

Deliveries by Seller to Buyer. On At the Closing DateClosing, Seller shall deliver, or cause to be delivered, to Buyer the following: (a) a certificate or certificates evidencing receipt for the Initial Cash Amount; (b) a Certification by a proper officer of Seller, in form and substance reasonably satisfactory to Buyer, (i) certifying that Seller has taken all action necessary in accordance with the DGCL, Seller’s Organizational Documents and Applicable Law to duly call, give notice of, convene and hold the Seller Stockholder Meeting and that the Seller Stockholder Approval was obtained at the Seller Stockholder Meeting, and (ii) certifying and attaching copies of the Sharesresolutions of the Seller Board authorizing Seller’s execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party and the performance of the Contemplated Transactions by Seller; (c) certificates representing the Shares duly endorsed in blank or accompanied by stock powers or such other sufficient instruments of transfer as the Buyer reasonably deems necessary or appropriate to vest in Buyer all right, title and interest in and to the Shares, free and clear of all Liens, other than restrictions on transfer imposed under Applicable Laws relating to the transfer of securities; (d) counterparts of the Ancillary Agreements duly executed in blank, in proper form for transfer, by Seller and with any requisite stock transfer tax stamps properly affixed of the Acquired Companies that are a party thereto; (be) a Certification executed by a duly authorized officer of Seller certifying to the certificatesmatters set forth in Sections 8.01(d), opinions 8.02(a) and other documents and instruments to be delivered pursuant to Section 6.1 hereof8.02(b); (cf) a "certificates of good standing" certificate for Seller, standing with respect to each Company and each Company SubsidiaryAcquired Company, and a copy of the Certificate of Incorporation and all amendments thereto (or equivalent document) of Seller, each Company and each Company SubsidiaryAcquired Company, in each case certified by the Secretary of State (or equivalent authority) of the jurisdiction of incorporation of each such entity, each dated as of a date within five (5) days prior to the Closing Date; (dg) copies resignations and releases of the resolutions each director and officer of the board of directors (each Acquired Company that is an employee or other similar governing body) officer of Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements (as defined below) to which it is a party and a certificate of the secretary or assistant secretary of Seller, dated effective as of the Closing Date, other than those Persons whom Buyer specifies to Seller at least seven (7) days prior the effect that such resolutions were duly adopted and are in full force and effect, that each officer of Seller who executed and delivered this Agreement, any Ancillary Agreement and any other document delivered in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement was at the respective times of such execution and delivery and is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his or her genuine signature, together with copies of the Restated Articles of Incorporation and By-laws of Seller certified by such officersClosing Date; (eh) copies of resolutions Constructive possession of the board of directors (or other similar governing body) of each Subsidiary of Seller that is a party to an Ancillary Agreement authorizing the execution, delivery and performance of such Ancillary Agreement or Agreements, and certificates records of the secretary Acquired Companies, including, without limitation, minute books, stock ledgers, all keys or assistant secretary articles required for access thereto and the combination for all safes, vaults and all other places of each such Subsidiary, dated as safe keeping or storage of the Closing DateAcquired Companies; (i) a Certification executed by a duly authorized officer of Seller, in form and substance reasonably satisfactory to Buyer, to the effect that such resolutions were duly adopted and are Seller is not a “foreign person” as defined in full force and effect, that each officer of such Subsidiary who executed and delivered such Ancillary Agreement and any other document delivered in connection with the consummation Section 1445 of the transactions contemplated by this Agreement Code, or any Ancillary Agreement was at the respective times of such execution and delivery and purchase is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his or her genuine signature, together with copies otherwise exempt from withholding under Section 1445 of the articles or certificate of incorporation and by-laws (or equivalent documents) of each such Subsidiary certified by such officers; (f) each Ancillary Agreement to which it or any affiliate or Subsidiary is a party; (g) title affidavits in the forms attached hereto as Exhibits B and C; (h) to the extent requested by the Buyer, resignations of the directors of each Company and each Company SubsidiaryCode; and (ij) such other closing documents as Buyer an assignment assigning the Office Building Lease dated May 18, 2006 between Elizabethan Court Associates Limited Partnership and Seller shall reasonably agreeto the Company prior to the Closing duly executed by the landlord of such lease.

Deliveries by Seller to Buyer. On At the Closing DateClosing, Seller shall deliver, or cause to be delivered, deliver to Buyer the following: (a) a A certificate or certificates evidencing all of an authorized officer of the SharesSeller certifying as to the continued accuracy of the representations and warranties, duly endorsed the performance and observance of the covenants and the compliance with the conditions precedent contained in blank or accompanied by stock powers duly executed in blankArticles IV, in proper form for transferVI, VII, VIII, IX, and with any requisite stock transfer tax stamps properly affixed theretoXI respectively, of this Agreement, as applicable to the appropriate entities comprising the Business; (b) A certificate of an authorized officer of each respective entity comprising the certificatesSeller certifying (i) as to the resolutions of the Board of Directors and the shareholders of such Seller authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and that such resolutions have not been amended or rescinded and remain in full force and effect, opinions and other (ii) a good standing certificate for each such Seller, dated as of a date not more than 10 Business Days prior to the Closing Date, from the jurisdiction of its organization and from Georgia, Oregon, New York, Minnesota and Pennsylvania, as applicable, and (iii) as to the incumbency and signatures of any of the Seller’s officers who shall execute documents and instruments to be delivered pursuant to Section 6.1 hereofat the Closing or who have executed this Agreement; (c) Xxxx of Sale for the items constituting the Purchased Assets, substantially in the form of Attachment II; (d) Assignment and Assumption Agreement for the items constituting the Assumed Liabilities, substantially in the form of Attachment III; (e) The following deeds transferring marketable fee simple title to the Owned Real Property listed on Schedule 4.18 free and clear of all liens, charges and encumbrances, except for Permitted Exceptions: (i) for Georgia, a "good standing" certificate limited warranty deed, (ii) for SellerNew York, a warranty deed, and (iii) for Minnesota, a warranty deed, each Company in the applicable form attached hereto as Attachment IV; (f) Title insurance policy for each Owned Real Property issued by a title insurance companies authorized to transact business in the states where the respective Owned Real Property is located, showing Buyer as the named insured, covering title to the Owned Real Property as disclosed on Schedule 4.18 attached hereto insuring marketable title, subject to the Permitted Exceptions, the cost of such policy or policies to be shared equally by Seller and each Company SubsidiaryBuyer; (g) Surveys prepared in accordance with the ALTA/ACSM Minimum Standard Detail Requirements for Land Title Surveys of the Owned Real Property that (i) is made in compliance with the applicable state of location of the respective real properties , (ii) reflects the location of all locatable easements or encroachments, if any, and (iii) shall be certified to Buyer and its title insurer in a copy manner sufficient for the title insurer to issue the title policy to be delivered by Seller to Buyer without a general exception for matters of survey; (h) Non-Competition, Non-Solicitation and Confidentiality Agreements substantially in the Certificate form of Incorporation Attachment V; (i) Assignment of all intellectual property rights in forms satisfactory for recording with all applicable agencies, registries and/or offices, substantially in the applicable form of attached hereto as Attachment VI; (j) Uniform Commercial Code, tax and all amendments thereto (or equivalent document) of Sellerjudgment lien search results, each Company and each Company Subsidiaryprepared by a nationally recognized search provider, in each case certified by the Secretary of State (or equivalent authority) of the jurisdiction of incorporation of each such entity, each dated as of a date within five (5) not more than 10 business days prior to the Closing Date; (dk) copies With respect to the sale of the resolutions Owned Real Property, (i) an owner’s affidavit in form reasonably acceptable to Buyer and Buyer’s title insurer, such that the title insurance issued to Buyer at Closing for each Owned Real Property will not take exception for (A) rights or claims of parties in possession, (B) liens or rights to lien for services, labor or material, (C) taxes or special assessments (other than those not yet due and payable for the year of Closing, and (D) defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing the public records or attaching subsequent to the effective date of the board of directors most current title commitment for such Owned Real Property but prior to the date that the deed transferring title to such Owned Real Property is recorded in the public records, (or other similar governing bodyii) of Seller, authorizing an affidavit in a form complying with law that Seller is not a “foreign person” within the execution, delivery and performance of this Agreement and the Ancillary Agreements (as defined below) to which it is a party and a certificate meaning of the secretary or assistant secretary of SellerForeign Investment in Real Property Tax Act, dated as of the Closing Date, (iii) information necessary to complete an IRS Form 1099 with respect to the effect that such resolutions were duly adopted Owned, and are in full force and effect, that each officer of Seller who executed and delivered this Agreement, any Ancillary Agreement and (iv) any other document delivered in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement was at the respective times of such execution and delivery and is now duly elected or appointeddocumentation, qualified and acting as such officeragreements, and that affidavits reasonably required by Buyer’s title insurer in order to issue the signature of each such officer appearing on such document is his or her genuine signature, together with copies of title policies for the Restated Articles of Incorporation and By-laws of Seller certified by such officersOwned Real Property; (el) copies The Sub-Lease Agreement, substantially in the form of resolutions of the board of directors (or other similar governing body) of each Subsidiary of Seller that is a party to an Ancillary Agreement authorizing the execution, delivery and performance of such Ancillary Agreement or Agreements, and certificates of the secretary or assistant secretary of each such Subsidiary, dated as of the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect, that each officer of such Subsidiary who executed and delivered such Ancillary Agreement and any other document delivered in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement was at the respective times of such execution and delivery and is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his or her genuine signature, together with copies of the articles or certificate of incorporation and by-laws (or equivalent documents) of each such Subsidiary certified by such officersAttachment VII; (fm) each Ancillary Agreement to which it or any affiliate or Subsidiary is a party; (g) title affidavits The Transition Services Agreement, substantially in the forms attached hereto as Exhibits B and C; (h) to the extent requested by the Buyer, resignations form of the directors of each Company and each Company SubsidiaryAttachment VIII; and (in) such Such other closing instruments or documents as may be reasonably necessary and satisfactory in form and substance to Buyer to vest Buyer on the Closing Date with good and marketable title to the Purchased Assets and subject to no mortgage, pledge, lien, charge, security interest or other right, interest or encumbrance, to carry out the transactions contemplated hereby and to comply with the terms hereof. At the Closing, Seller shall reasonably agreetake all steps necessary to put Buyer in actual possession and operating control of the Purchased Assets.

Deliveries by Seller to Buyer. On At the Closing DateClosing, Seller or the Company as is appropriate shall deliver, or shall cause to be delivered, to Buyer the following: (a) a certificate or certificates evidencing all appropriate evidence of the Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transferMembership Interests, and such instruments or documents evidencing the sale, assignment, transfer and conveyance by the Seller to Buyer of the Membership Interests in accordance with any requisite stock transfer tax stamps properly affixed theretothe terms hereof; (b) a certificate of both the certificatesCompany and the Seller, opinions dated as of the Closing Date, setting forth those resolutions authorizing the consummation of the transactions contemplated hereby, and other documents certifying that such resolutions were duly adopted and instruments to be delivered pursuant to Section 6.1 hereofhave not been rescinded or amended as of the Closing Date; (c) a "good standing" certificate for of both the Company and the Seller attesting as to the incumbency and signature of each officer of the Company and the Seller, as applicable, who shall execute this Agreement and any other agreement in connection herewith on behalf of the Company or the Seller, as the case may be, and certifying as being complete and correct the copies attached to such certificate of the Company’s constituent documents, each as in effect on such date; (d) a certificate of existence of the Company from the Secretary of State of the State of Delaware and each a certificate of the good standing of the Company Subsidiaryfrom State of Delaware, and a copy certificate of qualification of the Certificate of Incorporation and all amendments thereto (or equivalent document) of Seller, each Company and each Company Subsidiaryas an entity authorized to do business in Alaska, in each case certified by the Secretary of State (or equivalent authority) of the jurisdiction of incorporation of each such entity, each dated as of a date within five (5) not earlier than 10 days prior to the Closing Date; (de) copies the originals of all minute books, Membership Interests transfer records, electronic data and corporate and all other records of the resolutions of the board of directors (or other similar governing body) of SellerCompany, authorizing the executionincluding but not limited to, delivery all land, geological, engineering and performance of this Agreement and the Ancillary Agreements (as defined below) to which it is a party and a certificate of the secretary or assistant secretary of Seller, dated as of the Closing Date, geophysical work files relating to the effect that such resolutions were duly adopted Company’s Oil and are in full force and effect, that each officer of Seller who executed and delivered this Agreement, any Ancillary Agreement and any other document delivered in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement was at the respective times of such execution and delivery and is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his or her genuine signature, together with copies of the Restated Articles of Incorporation and By-laws of Seller certified by such officers; (e) copies of resolutions of the board of directors (or other similar governing body) of each Subsidiary of Seller that is a party to an Ancillary Agreement authorizing the execution, delivery and performance of such Ancillary Agreement or Agreements, and certificates of the secretary or assistant secretary of each such Subsidiary, dated as of the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect, that each officer of such Subsidiary who executed and delivered such Ancillary Agreement and any other document delivered in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement was at the respective times of such execution and delivery and is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his or her genuine signature, together with copies of the articles or certificate of incorporation and by-laws (or equivalent documents) of each such Subsidiary certified by such officersGas Properties; (f) each Ancillary pay-off letters from Credit Suisse, XX Xxxxxx Xxxxx and any other providers of Company Debt in form and substance satisfactory to Buyer and its financing source, specifying, among other things, that all of the Credit Agreement to which it or and all other loan documents related thereto shall be canceled upon payment of the pay-off amounts set forth therein, together with evidence that all Liens in favor of Credit Suisse, XX Xxxxxx and any affiliate or Subsidiary is a partyother secured lenders have been or, upon payment of the pay-off amounts set forth therein will be, released (the “Pay-off Letters”); (g) title affidavits general releases of claims against the Company, in form and substance satisfactory to Buyer and its financing source, from Seller, FOC and their Affiliates, and all officers and directors of the forms attached hereto as Exhibits B and CCompany; (h) to the extent requested by the Buyer, resignations resignation of each of the present directors and officers of each Company and each Company Subsidiarythe Company; and (i) such other closing documents as Buyer and Seller shall reasonably agreeall consents or waivers referred to on Schedule 4.5.

Deliveries by Seller to Buyer. On At the Closing DateClosing, Seller Sellers or the Company as is appropriate shall deliver, or shall cause to be delivered, to Buyer the following: (a) a certificate or the certificates evidencing all of the Shares, duly endorsed and such instruments or documents evidencing the sale, assignment, transfer and conveyance by the Sellers to Buyer of the Shares in blank or accompanied by stock powers duly executed in blank, in proper form for transfer, and accordance with any requisite stock transfer tax stamps properly affixed theretothe terms hereof; (b) a certificate of the certificatesCompany, opinions dated as of the Closing Date, setting forth resolutions of the board of directors of the Company authorizing the consummation of the transactions contemplated hereby, and other documents certifying that such resolutions were duly adopted and instruments to be delivered pursuant to Section 6.1 hereofhave not been rescinded or amended as of the Closing Date; (c) a "good standing" certificate for Sellerof the Company attesting as to the incumbency and signature of each officer of the Company, as applicable, who shall execute this Agreement and any other agreement in connection therewith on behalf of the Company, and certifying as being complete and correct the copies attached to such certificate of the articles of incorporation and bylaws of the Company, each as in effect on such date; (d) a certificate of existence of the Company from the Secretary of State of the State of Delaware and each a certificate of the good standing of the Company Subsidiaryfrom State of Delaware, and a copy certificate of qualification of the Certificate of Incorporation and all amendments thereto (or equivalent document) of Seller, Company as a foreign entity authorized to do business in each Company and each Company Subsidiarystate in which they are so qualified, in each case certified by the Secretary of State (or equivalent authority) of the jurisdiction of incorporation of each such entity, each dated as of a date within five (5) not earlier than 10 days prior to the Closing Date; (de) copies of the resolutions of the board of directors (or other similar governing body) of Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements (as defined below) to which it is a party and a certificate of the secretary or assistant secretary Company that the representations and warranties of Seller, dated the Company are true and correct as of the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect, that each officer of Seller who executed and delivered this Agreement, any Ancillary Agreement and any other document delivered in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement was at the respective times of such execution and delivery and is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his Company has performed or her genuine signature, together complied with copies of the Restated Articles of Incorporation all covenants and By-laws of Seller certified agreements required by such officersthis Agreement; (ef) copies a certificate of resolutions each of the board of directors (or other similar governing body) of each Subsidiary of Seller Sellers that is a party to an Ancillary Agreement authorizing the execution, delivery representations and performance of such Ancillary Agreement or Agreements, and certificates warranties of the secretary or assistant secretary of each such Subsidiary, dated Sellers are true and correct as of the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect, that each officer of such Subsidiary who executed and delivered such Ancillary Agreement and any other document delivered in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement was at the respective times of such execution and delivery and is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his Sellers have performed or her genuine signature, together complied with copies of the articles or certificate of incorporation all covenants and by-laws (or equivalent documents) of each such Subsidiary certified agreements required by such officers; (f) each Ancillary Agreement to which it or any affiliate or Subsidiary is a partythis Agreement; (g) title affidavits in the forms attached hereto as Exhibits B originals of all minute books, stock transfer records, electronic data and Ccorporate and all other records of the Company, including but not limited to, all land, geological, engineering and geophysical work files relating to the Company's Oil and Gas Properties; (h) to the extent requested by the Buyer, resignations resignation of each of the present directors and officers of each Company and each Company Subsidiary; andthe Company; (i) such all consents or waivers referenced on Schedule 4.5; (j) copies of any and all releases, termination statements and other closing documents and instruments, dated on or within five days prior to the Closing Date, as Buyer are necessary to remove and Seller shall reasonably agree.release the Liens specified on Schedule 4.16 other than Permitted Liens; (k) the Termination Agreements; and