Common use of Deliveries by Seller to Buyer Clause in Contracts

Deliveries by Seller to Buyer. At the Closing, Seller shall deliver to Buyer, or cause to be delivered, the following to Buyer: (i) a xxxx of sale duly executed by Seller in the form of Exhibit B hereto (the "Xxxx of Sale"), transferring the tangible personal property included in the Purchased Assets; (ii) an assignment and assumption agreement duly executed by Seller in the form of Exhibit C hereto (the "Assignment and Assumption Agreement") effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iii) an assignment duly executed by Seller in the form of Exhibit D hereto (the "Intellectual Property Assignment"), transferring all of Seller's right, title and interest in and to the Intellectual Property Assets to Buyer; (iv) a sublease agreement duly executed Seller in a form to be mutually agreed upon by Buyer and Seller (the “Sublease”) governing Buyer’s sublease of space in Seller’s facilities which shall be based upon the terms in Exhibit E hereto; (v) the Seller Closing Certificate; (vi) the consents from Governmental Authorities or third parties, if any, set forth on Section 3.02(a)(vi) of the Disclosure Schedule and any other material consents in forms reasonably acceptable to Buyer; (vii) such lien releases or other written evidence reasonably satisfactory to Buyer, evidencing the release of all Encumbrances listed on Section 3.02(a)(vii) of the Disclosure Schedule; and (viii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement.

Deliveries by Seller to Buyer. At the Closing, Seller shall deliver to Buyer, or cause to be delivered, the following to Buyer: (i) a xxxx 3.2.1 the Bxxx of sale duly executed by Seller Sale in the form of Exhibit B hereto (the "Xxxx of Sale"), transferring the tangible personal property included in the Purchased Assets; (ii) an assignment and assumption agreement duly executed by Seller in substantially the form of Exhibit C attached hereto (the "Assignment “Bxxx of Sale”), dated the Execution Date and Assumption Agreement") effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iii) an assignment duly executed by Seller an authorized officer of Seller, transferring certain Purchased Assets to Buyer; 3.2.2 the Assumption Agreement in substantially the form of Exhibit D attached hereto (the "Intellectual Property Assignment"), “Assumption Agreement”) dated the Execution Date and duly executed by an authorized officer of Seller transferring all of Seller's right, title and interest in and to the Intellectual Property Purchased Assets to Buyer; 3.2.3 a statement of assets and liabilities representing the Purchased Assets and Assumed Liabilities as of November 30, 2006 prepared in a manner consistent with prior periods (the “Closing Date Statement of Assets and Liabilities”); 3.2.4 a certificate, dated the Closing Date and executed on behalf of Seller by a duly authorized officer of Seller certifying that (i) each of the representations and warranties of Seller contained in this Agreement is true and correct in all material respects as of the Closing Date, with the same force and effect as if made as of the Closing Date (other than such representations and warranties that are expressly made as of another date), (ii) all covenants and agreements of Seller to be performed by it on or prior to the Closing under this Agreement have been performed, (iii) there will have not been any material adverse change in the Purchased Assets whether or not resulting from a breach in any representation, warranty or covenant in this Agreement and (iv) a sublease agreement duly executed Seller that the Closing Date Statement of Assets and Liabilities was prepared in a form to be mutually agreed upon by Buyer and Seller (the “Sublease”) governing Buyer’s sublease manner consistent with prior periods; 3.2.5 all Business Records; 3.2.6 a certificate of space in Seller’s facilities which shall be based upon Secretary (i) attaching copies of resolutions of the terms in Exhibit E heretoBoard of Directors of Seller authorizing and approving the execution and delivery of the Agreement and Ancillary Agreements by Seller and the consummation by Seller of the transactions contemplated hereby and thereby, (ii) certifying that the officers of Seller executing this Agreement and the Ancillary Agreements have been duly elected and have the appropriate authority on behalf of Seller to enter into this Agreement and the Ancillary Agreements; (v) 3.2.7 the Required Consents indicated on Section 4.5 of the Seller Disclosure Schedule as having been received as of the Closing CertificateDate; 3.2.8 releases from any third party having an Encumbrance on any Purchased Assets (viother than Permitted Encumbrances) the consents from Governmental Authorities or third parties, if any, set forth on Section 3.02(a)(vi) such other evidence of the Disclosure Schedule and any other material consents in forms termination of such Encumbrance as is reasonably acceptable to Buyer; 3.2.9 the Transition Services Agreement in substantially the form of Exhibit E attached hereto (vii) such lien releases or other written evidence reasonably satisfactory the “Transition Services Agreement”), dated the Execution Date and duly executed by an authorized officer of Seller; 3.2.10 the Registration Rights Agreement in substantially the form of Exhibit F attached hereto (the “Registration Rights Agreement”), dated the Closing Date and duly executed by an authorized officer of Seller; 3.2.11 a certificate executed by a duly authorized officer of Seller certifying that no Taxes related to Buyer, evidencing the release of all Encumbrances listed on Section 3.02(a)(vii) of the Disclosure SchedulePurchased Assets are in arrears; and (viii) 3.2.12 such other customary documents and instruments of transfer, assumption, filings or documents, in form and substance as are reasonably satisfactory to Buyer, as may be required to give be delivered to Buyer by Seller in order to effect to the transactions contemplated by this Agreement.

Deliveries by Seller to Buyer. At To effect the sale and transfer referred to in Section 2.1 hereof, Seller will, at the Closing, Seller shall deliver to Buyer, or cause to be delivered, the following to Buyer: (i) a xxxx one or more bills of sale duly executed by Seller in substantially the form attached hereto as Exhibit B, conveying in the aggregate all of Exhibit B hereto (the "Xxxx of Sale"), transferring the tangible Seller’s owned personal property included in the Purchased Assets; (ii) an assignment Assignments and assumption agreement duly Assumptions of Contracts and Leases executed by Seller with respect to each Contract and Lease, each in substantially the form of Exhibit forms attached hereto as Exhibits C hereto (the "Assignment and Assumption Agreement") effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed LiabilitiesD; (iii) an assignment duly the Assignments of Patents and Trademarks and other Proprietary Rights executed by Seller Seller, each in substantially the form of attached hereto as Exhibit D hereto (the "Intellectual Property Assignment")E, transferring all of Seller's right, title and interest in and recordable form to the Intellectual Property Assets extent necessary to Buyerassign such rights; (iv) a sublease agreement duly the Escrow Agreement executed by Seller in a substantially the form to be mutually agreed upon by Buyer and Seller (the “Sublease”) governing Buyer’s sublease of space in Seller’s facilities which shall be based upon the terms in attached hereto as Exhibit E heretoF; (v) an Employment Agreement executed by Mxxxxx in substantially the Seller Closing Certificateform attached hereto as Exhibit H-1; (vi) an Employment Agreement executed by Wxxxx in substantially the consents from Governmental Authorities or third parties, if any, set forth on Section 3.02(a)(vi) of the Disclosure Schedule and any other material consents in forms reasonably acceptable to Buyerform attached hereto as Exhibit H-2; (vii) such lien releases or other written evidence reasonably satisfactory the Pledge Agreement executed by Seller in substantially the form attached hereto as Exhibit I; (viii) the consents signed by Weil & Company in substantially the forms attached hereto as Exhibit J; (ix) a receipt with respect to Buyer, evidencing the release of Closing Payment executed by Seller; (x) all Encumbrances listed on Section 3.02(a)(vii) cash and cash equivalents of the Disclosure ScheduleBusiness, which cash and cash equivalents shall be not less than $250,000 (Two Hundred Fifty Thousand Dollars) in amount; (xi) the Books and Records; (xii) all Permits and any other Consents required for the valid transfer of the Assets as contemplated by this Agreement; (xiii) the opinion and certificates required under Section 8; and (viiixiv) such other customary instruments of transfer, assumption, filings or documents, as shall be reasonably requested by Buyer to vest in form Buyer title in and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreementthe Assets in accordance with the provisions hereof.

Deliveries by Seller to Buyer. At To effect the sale and transfer referred to in Section 2.1 hereof, Seller will, at the Closing, Seller shall deliver to Buyer, or cause to be delivered, the following to Buyer: (i) a xxxx the Xxxx of sale Sale duly executed by the Seller Parties substantially in the form attached hereto as Exhibit A, conveying in the aggregate all of the owned personal property included in the Assets, other than the Assets of the Affiniti Companies, free and clear of all Encumbrances (other than Permitted Encumbrances); (ii) the Assignment and Assumption of Lease duly executed by Seller with respect to the Lease set forth on Schedule 2.2(b), substantially in the form attached hereto as Exhibit B; (iii) the Assignment and Assumption of Assumed Contracts duly executed by the Seller Parties with respect to each Assumed Contract, substantially in the form attached hereto as Exhibit C; (iv) one or more Intellectual Property and Domain Name Assignments duly executed by Seller and Biomol Research, as applicable, each substantially in the form attached hereto as Exhibit D, in recordable form to the extent necessary to assign such rights; (v) certificate(s) evidencing the Affiniti Shares, accompanied by powers of attorney and share transfer forms duly executed by Seller in the form of Exhibit B hereto (the "Xxxx of Sale"), transferring the tangible personal property included in the Purchased Assets; (ii) an assignment and assumption agreement duly executed by Seller in the form of Exhibit C hereto (the "Assignment and Assumption Agreement") effecting the assignment to and assumption by Buyer favor of the Purchased Assets Buyer’s U.K. Affiliate and sufficient to duly transfer the Assumed Liabilities; (iii) an assignment duly executed by Seller in the form of Exhibit D hereto (the "Intellectual Property Assignment"), transferring Affiniti Shares and all of Seller's rightrights, title and interest in interests in, to and to under the Intellectual Property Assets Affiniti Shares to Buyer; (iv) a sublease agreement duly executed Seller in a form to be mutually agreed upon by Buyer ’s U.K. Affiliate, free and Seller (the “Sublease”) governing Buyer’s sublease clear of space in Seller’s facilities which shall be based upon the terms in Exhibit E hereto; (v) the Seller Closing Certificateall Encumbrances; (vi) the consents from Governmental Authorities or third partiesEscrow Agreement duly executed by Seller, if any, set forth on Section 3.02(a)(vi) of substantially in the Disclosure Schedule and any other material consents in forms reasonably acceptable to Buyerform attached hereto as Exhibit E; (vii) such lien releases or other written evidence reasonably satisfactory to Buyerthe Employment Agreements duly executed by each of Xxxxxx and Xxxxxx, evidencing substantially in the release form attached hereto as Exhibit F, and the Employment Agreements duly executed by each of all Encumbrances listed on Section 3.02(a)(vii) of Xxxxxxxx and Varndell, substantially in the Disclosure Schedule; andform attached hereto as Exhibit G; (viii) such other customary instruments the certificates contemplated by Sections 8.1 and 8.4, duly executed by Biofiniti, as the general partner of transferSeller; (ix) a receipt with respect to the Closing Payment duly executed by Seller; (x) all Permits and all Governmental Consents and Third Party Consents required for the valid transfer of the Assets (including the Assumed Contracts and the Lease set forth on Schedule 2.2(b)) and the Affiniti Shares as contemplated by this Agreement; (xi) the Books and Records; (xii) resignations, assumptioneffective as of the Closing, filings or documentsof each of Xxxxxx and Xxxxxx as directors, and of Xxxxx Xxxxxxxx as the secretary, of each of the Affiniti Companies; (xiii) certificates of good standing for each of the Affiniti Companies in all jurisdictions where they are incorporated and registered to carry on the Business; (xiv) evidence in form and substance reasonably satisfactory to Buyer’s counsel that (a) all outstanding principal amount under the Seller’s Revolving Demand Note and the Seller’s Term Note, together with all unpaid interest accrued thereon and other fees and expenses payable in respect thereof (collectively, the “Seller Secured Indebtedness”), shall have been paid or otherwise satisfied or discharged, in full, at or prior to the Closing, and the Seller’s Revolving Demand Note and the Seller’s Term Note shall have been terminated at or prior to the Closing, (b) all Encumbrances (other than Permitted Encumbrances) with respect to the Assets shall have been released (including all Encumbrances relating to the Seller’s Revolving Demand Note and the Seller’s Term Note) at or prior to the Closing and (c) all Encumbrances with respect to the Affiniti Shares and the Capital Stock of Affiniti Research have been released at or prior to the Closing; (xv) evidence in form and substance reasonably satisfactory to Buyer’s counsel that all intercompany accounts receivable, accounts payable and accrued liabilities between or among any Seller Parties or the Affiniti Companies shall have been paid or otherwise satisfied or discharged, in full, at or prior to the Closing, and that the Seller Parties and the Affiniti Companies, as may applicable, shall have been released from all Liabilities thereunder and all related guarantees, security interests and pledges at or prior to the Closing; (xvi) evidence in form and substance reasonably satisfactory to Buyer’s counsel that (a) all outstanding principal amount under the ₤50,000 Unsecured Loan Agreement dated 3 April 2003, between Xx. Xxxxxxx Xxxxxx Munns and Affiniti Research, together with all unpaid interest accrued thereon and other fees and expenses payable in respect thereof (the “Affiniti Loan”), (b) all outstanding principal amount under the Overdraft Facility of up to ₤90,000 dated 14 November 2006, between Barclays Bank plc and Affiniti Research, together with all unpaid interest accrued thereon and other fees and expenses payable in respect thereof (the “Affiniti Overdraft Facility”), and (c) all outstanding accrued officer salaries of the Affiniti Companies through and including the Closing Date, together with all unpaid interest accrued thereon and other fees and expenses payable in respect thereof (the “Affiniti Accrued Officer Salaries”), in each case shall have been paid or otherwise satisfied or discharged, in full, and shall have been terminated prior to the Closing, and that the Affiniti Companies shall have been released from all Liabilities under or with respect to the Affiniti Loan, the Affiniti Overdraft Facility and the Affiniti Accrued Officer Salaries and all related guarantees, security interests and pledges prior to the Closing; (xvii) signed copies of each of the Affiniti Financial Statements and the Affiniti Research Financial Statements and confirmation that the Affiniti Financial Statements and the Affiniti Research Financial Statements each have been filed with and duly stamped by the Registrar of Companies in the United Kingdom; (xviii) a certificate from Seller in accordance with United States Treasury Regulation Section 1.1445 -2(b)(2)(i) and in the form provided in United States Treasury Regulation Section 1.1445 -2(b)(2)(iii)(B); and (xix) such other instruments as shall be required reasonably requested by Buyer to give effect vest in the Buyer Parties title in and to the Assets and the Affiniti Shares, in accordance with the provisions of this Agreement.

Deliveries by Seller to Buyer. At To effect the sale and transfer referred to in Section 2.1 hereof, Seller will, at the Closing, Seller shall deliver to Buyer, or cause to be delivered, the following to Buyer: (i) a xxxx the Xxxx of sale Sale duly executed by Seller substantially in the form attached hereto as Exhibit A, conveying in the aggregate all of Exhibit B hereto (the "Xxxx of Sale"), transferring the tangible owned personal property included in the Purchased Assets, free and clear of all Encumbrances (other than Permitted Encumbrances); (ii) an assignment Assignment and assumption agreement Assumption of Lease duly executed by Seller with respect to each Lease set forth on Schedule 2.2(b), each substantially in the form of attached hereto as Exhibit C hereto (the "Assignment and Assumption Agreement") effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed LiabilitiesB; (iii) an assignment the Assignment and Assumption Agreement duly executed by Seller with respect to all of the Assumed Liabilities (other than the Leases set forth on Schedule 2.2(b)), substantially in the form of attached hereto as Exhibit D hereto (the "Intellectual Property Assignment"), transferring all of Seller's right, title and interest in and to the Intellectual Property Assets to BuyerC; (iv) a sublease agreement one or more Intellectual Property and Domain Name Assignments duly executed by Seller with respect to the Proprietary Rights, each substantially in a the form attached hereto as Exhibit D, in recordable form to be mutually agreed upon by Buyer and Seller (the “Sublease”) governing Buyer’s sublease of space in Seller’s facilities which shall be based upon the terms in Exhibit E heretoextent necessary to assign such rights; (v) the Seller Closing CertificateEscrow Agreement duly executed by Seller, substantially in the form attached hereto as Exhibit E; (vi) the consents from Governmental Authorities or third partiesInterim Employment Agreements duly executed by each of Xxx Xxxxx and Xxxx XxXxxxx, if any, set forth on Section 3.02(a)(vi) of substantially in the Disclosure Schedule and any other material consents in forms reasonably acceptable to Buyerform attached hereto as Exhibit F; (vii) such lien releases or other written evidence reasonably satisfactory to Buyerthe Employment Agreements duly executed by each of Xxx Xxxxxxxxx and Xxxx Xxxxxxxx, evidencing substantially in the release of all Encumbrances listed on Section 3.02(a)(vii) of the Disclosure Schedule; andform attached hereto as Exhibit G; (viii) such other customary instruments of transferthe Consultancy Agreement duly executed by Xxx Xxxxxxxx, assumptionsubstantially in the form attached hereto as Exhibit H; (ix) the certificate contemplated by Section 9.1 duly executed by Seller; (x) a receipt with respect to the Closing Payment duly executed by Seller; (xi) all Third Party Consents set forth on Schedule 9.4, filings or documents, all Permits set forth on Schedule 9.5 and all Governmental Consents required to consummate the transactions contemplated by this Agreement; (xii) the Books and Records; (xiii) a certificate from Seller in accordance with United States Treasury Regulation Section 1.1445 -2(b)(2)(i) and in the form provided in United States Treasury Regulation Section 1.1445 -2(b)(2)(iii)(B); (xiv) evidence in form and substance reasonably satisfactory to Buyer’s counsel that (a) (i) all outstanding principal amounts under the Credit Agreement, as may amended, dated October 14, 2004, between Seller and United Bank & Trust-Washtenaw and the Revolving Business Credit Note and Business Credit Note issued pursuant thereto and all other agreements and documents entered into in connection therewith (the “2004 UBT Loan Agreements”); (ii) all outstanding principal amounts under the Credit Agreement, as amended, dated May 2, 2006, between Seller and United Bank & Trust -Washentaw and the Revolving Business Credit Note and Business Credit Note issued pursuant thereto and all other agreements and documents entered into in connection therewith (the “ 2006 UBT Loan Agreements” and together with the 2004 UBT Loan Agreements, the “UBT Loan Agreements”); and (iii) the Secured Note and Warrant Purchase Agreement, dated February 21, 2008, between Seller and the Principal Stockholders and the Secured Demand Notes issued pursuant thereto and all other agreements and documentation entered into in connection therewith (the “Ampersand Bridge Loan Agreements”), together in each case with all unpaid interest accrued thereon and other fees and expenses payable in respect thereof (collectively, the “Seller Indebtedness”), shall have been paid or otherwise satisfied or discharged, in full, at or prior to the Closing, (b) all Encumbrances with respect to the Assets related to the Seller Indebtedness shall have been released simultaneously with the Closing, and (c) all other Encumbrances (other than Permitted Encumbrances) with respect to the Assets shall have been released prior to the Closing; and (xv) such other instruments as shall be required reasonably requested by the Buyer Parties to give effect vest in Buyer all rights, title and interests in and to the Assets in accordance with the provisions of this Agreement.

Deliveries by Seller to Buyer. At Prior to or at the Closing, Seller SELLER and/or the TRUST, as applicable, shall deliver to Buyer, BUYER or cause to be delivered, the following to BuyerHSOA: (i) a xxxx of sale duly stock certificates representing the TARGET Shares (except for the TARGET3 Shares, which shall be executed in blank by Seller in BUYER and retained by SELLER pursuant to the form of Exhibit B hereto (the "Xxxx of Sale"Security Agreement), transferring together with executed stock powers therefor, and the tangible personal property included in the Purchased Assetsminute books and all original organization documents for TARGET1 and TARGET2, and copies of all such documents for TARGET3, to be delivered within three business days following Closing; (ii) an assignment and assumption agreement duly executed by Seller in the form of Exhibit C hereto (the "Assignment and Assumption Agreement") effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; [NOT USED] (iii) an assignment duly executed any and all consents required under Section 3.6 herein, to be obtained by Seller the SELLER from third parties, including from any Governmental Authority (defined in the form of Exhibit D hereto (the "Intellectual Property Assignment"Article VIII), transferring all of Seller's right, title and interest in and order to transfer the Intellectual Property Assets TARGET Shares to BuyerBUYER in accordance with this Agreement; (iv) a sublease agreement duly executed Seller certificate of good standing for each of the TARGETS in a form to be mutually agreed upon by Buyer the State of Florida and Seller (in each additional jurisdiction in which the “Sublease”) governing Buyer’s sublease of space in Seller’s facilities which shall be based upon the terms in Exhibit E heretoTARGETS operate; (v) Investor's Representation Statement, executed on behalf of TRUST, in the Seller Closing Certificateform attached hereto as Exhibit H; (vi) Executive Employment Agreement for SELLER, executed on behalf of SELLER, in the consents from Governmental Authorities or third parties, if any, set forth on Section 3.02(a)(vi) of the Disclosure Schedule and any other material consents in forms reasonably acceptable to Buyerform attached hereto as Exhibit I; (vii) such lien releases or other written evidence reasonably satisfactory to BuyerSecond Amended Stockholder's Agreement, evidencing executed on behalf of Xxxxx X. Xxxxxxx, in the release of all Encumbrances listed on Section 3.02(a)(vii) of the Disclosure Scheduleform attached hereto as Exhibit J; and (viii) such other customary documents or instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be are required to give be delivered by SELLER or the TRUST at the Closing pursuant to the terms hereof or that BUYER or HSOA reasonably requests prior to the Closing Date to effect to this Agreementthe transactions contemplated hereby.

Deliveries by Seller to Buyer. At Prior to or at the Closing, Seller shall deliver to Buyer, or cause to be delivereddelivered to Buyer the following: (a) certificates representing the Company Shares, duly endorsed in blank or with duly executed stock powers attached; (b) certificates representing all of the following issued and outstanding shares of common stock of Cabana Grill, Inc., TP Acquisition Corp., T.C. Management, Inc., TPAQ Holding Corporation, and Cabana Beverages, Inc.; (c) the officer’s certificate of Seller referred to Buyer:in Section 8.1(d) hereof; (d) a duly completed IRS Form W-9 executed by Seller; (e) written resignations, effective as of the Closing, of the officers, directors and managers of the Company and the Company Subsidiaries requested by Buyer (but, for the avoidance of doubt, any such requested resignation of an officer of the Company shall not be deemed a voluntary resignation for purposes of any employment agreements, equity award agreements, any stock plans or other equity plans and will not terminate, reduce or modify any severance or other rights thereunder); (f) evidence that the real property leases set forth in Section 3.2(f) of the Disclosure Schedule (the “TC Closed Restaurant Leases”) have been assigned by the Company or the applicable Company Subsidiary party thereto to an Affiliate of Seller that is not the Company or any Company Subsidiary; (g) evidence that the real property leases set forth in Section 3.2(g) of the Disclosure Schedule (the “PT Assigned Leases”) have been assigned by Pollo Operations, Inc. to the Company or a Company Subsidiary; (h) a counterpart of the Restrictive Covenants Agreement, substantially in the form attached hereto as Exhibit A (the “Seller Restrictive Covenants Agreement”), duly executed by Seller; (i) a xxxx counterpart of sale the Transition Services Agreement, substantially in the form attached hereto as Exhibit C (the “Transition Services Agreement”), duly executed by Seller; (j) evidence that (i) the Liens on the Company’s and the Company Subsidiaries’ assets and equity interests arising from the Seller Credit Facility have been discharged or will be discharged at the Closing and (ii) the Company and the Company Subsidiaries have been or will be released from the Seller Credit Facility, including without limitation, any guarantees thereunder, at the Closing; (k) a certificate from the Delaware Secretary of State as to the good standing of the Company and each Company Subsidiary as of a date no more than five (5) Business Days prior to the Closing Date; (l) a certificate of non-foreign status of Seller in accordance with Treasury Regulations Section 1.1445-2(b)(2); (m) a counterpart of the Interim Beverage Management Agreement, substantially in the form of attached hereto as Exhibit B hereto H (the "Xxxx of Sale"“Beverage Management Agreement”), transferring the tangible personal property included in the Purchased Assets; (ii) an assignment and assumption agreement duly executed by Seller in the form of Exhibit C hereto (the "Assignment and Assumption Agreement") effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iii) an assignment duly executed by Seller in the form of Exhibit D hereto (the "Intellectual Property Assignment"), transferring all of Seller's right, title and interest in and to the Intellectual Property Assets to Buyer; (iv) a sublease agreement duly executed Seller in a form to be mutually agreed upon by Buyer and Seller (the “Sublease”) governing Buyer’s sublease of space in Seller’s facilities which shall be based upon the terms in Exhibit E hereto; (v) the Seller Closing Certificate; (vi) the consents from Governmental Authorities or third parties, if any, set forth on Section 3.02(a)(vi) of the Disclosure Schedule and any other material consents in forms reasonably acceptable to Buyer; (vii) such lien releases or other written evidence reasonably satisfactory to Buyer, evidencing the release of all Encumbrances listed on Section 3.02(a)(vii) of the Disclosure Schedule; and (viiin) such other customary instruments of transfer, assumption, filings or documents, in form instruments or certificates as shall be reasonably requested by Buyer and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreementits counsel.

Deliveries by Seller to Buyer. At the Closing, in addition to the documents required by Article VII, Seller shall deliver to Buyerdeliver, or shall cause to be delivered, to Buyer the following to Buyerfollowing: (ia) a xxxx of sale duly executed by Seller the Assignment, Assumption and Admission Agreement, substantially in the form of Exhibit B hereto (the "Xxxx of Sale")A, transferring the tangible personal property included in the Purchased Assets; (ii) an assignment and assumption agreement duly executed by Seller and TCC; (b) certificates as of a recent date from the Secretary of State of the State of Illinois with respect to the existence and good standing of Seller; (c) certificates as of a recent date from the Secretary of State of the State of Delaware with respect to the existence and good standing of RJV; (d) certified copies of the certificate of limited partnership of Seller certified as of a recent date; (e) a certificate of the Secretary of RJV, as general partner of Seller, dated as of the Closing Date, attesting to (i) the certificate of limited partnership and partnership agreement of Seller; (ii) the resolutions of the Board of Directors of RJV, as the general partner of Seller, authorizing the consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the date hereof; and (iii) the incumbency and signature of each officer of RJV who has executed this Agreement or any other document or instrument delivered in connection herewith; (f) a release, substantially in the form of attached hereto as Exhibit C hereto (B, duly executed by Seller, pursuant to which Seller shall release certain Claims against the "Assignment and Assumption Agreement") effecting the assignment to and assumption by Buyer of the Purchased Assets Joint Venture, TCC and the Assumed LiabilitiesBuyer Parties; (iiig) an assignment duly executed by Seller in the form copies of Exhibit D hereto (the "Intellectual Property Assignment")all consents, transferring all of Seller's right, title and interest in and to the Intellectual Property Assets to Buyer; (iv) a sublease agreement duly executed Seller in a form to be mutually agreed upon by Buyer and Seller (the “Sublease”) governing Buyer’s sublease of space in Seller’s facilities which shall be based upon the terms in Exhibit E hereto; (v) the Seller Closing Certificate; (vi) the consents from Governmental Authorities waivers or third partiesother authorizations, if any, set forth on Section 3.02(a)(vi) of required to be obtained by Seller in order to consummate the Disclosure Schedule and any other material consents in forms reasonably acceptable to Buyer; (vii) such lien releases or other written evidence reasonably satisfactory to Buyer, evidencing the release of all Encumbrances listed on Section 3.02(a)(vii) of the Disclosure Scheduletransactions contemplated by this Agreement; and (viiih) such other customary instruments of transferthe Escrow Agreement, assumptionsubstantially in the form attached hereto as Exhibit C, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreementduly executed by Seller.

Deliveries by Seller to Buyer. At the at Closing, . Seller shall deliver to Buyerdeliver, or cause to be delivered, to Buyer the following to Buyerfollowing: (ia) A certificate dated as of the Closing Date and executed by the President or Chief Financial Officer of Seller, certifying that the conditions specified in Section 6.1.1 have been fulfilled and a xxxx certificate dated as of the Closing Date and executed by the Secretary or an Assistant Secretary of Seller, certifying as to the certificate of incorporation and by-laws of Seller, the resolutions of Seller's Board of Directors authorizing the sale of assets contemplated hereby and the incumbency of the officers of Seller executing this Agreement and all other agreements contemplated hereby and attaching current copies of such good standing certificates as Buyer shall reasonably request; (b) A bill of sale duly executed by Seller in the form and other such assignments, endorsements, and other goox xxd sufficient instruments and documents of Exhibit B hereto conveyance and transfer (collectively, the "Xxxx Bill of Sale"), transferring the tangible personal property included in the Purchased Assets; (ii) an assignment form reasonably satisfactory to Buyer and assumption agreement duly executed by Seller its couxxxx, which shall be effective to vest in the form of Exhibit C hereto (the "Assignment and Assumption Agreement") effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iii) an assignment duly executed by Seller in the form of Exhibit D hereto (the "Intellectual Property Assignment"), transferring all of Seller's right, title and interest in and to the Intellectual Property Assets Purchased Assets, executed by Seller; (c) An assignment and assumption agreement (the "Assignment and Assumption Agreement"), in form reasonably satisfactory to Buyer and its counsel, whereby Buyer will assume from Seller the due payment, performance and discharge of the Assumed Liabilities, executed by Buyer; (ivd) a sublease agreement duly The IP License Agreement, executed by Seller in a form to be mutually agreed upon by Buyer and Seller (or the “Sublease”) governing Buyer’s sublease appropriate Affiliate of space in Seller’s facilities which shall be based upon the terms in Exhibit E hereto; (ve) The Transition Services Agreement, executed by Seller or the Seller Closing Certificateappropriate Affiliate of Seller; (vif) The Facilities Use Agreement, executed by Seller or the consents from Governmental Authorities or third parties, if any, set forth on Section 3.02(a)(vi) appropriate Affiliate of the Disclosure Schedule and any other material consents in forms reasonably acceptable to BuyerSeller; (viig) such lien releases The Commercial Services Agreement, executed by Seller or other written evidence reasonably satisfactory the appropriate Affiliate of Seller; (h) The Closing Tax Certificate, executed by Seller or the appropriate Affiliate of Seller, signed under penalties of perjury (i) stating that Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate, (ii) providing its U.S. Employer Identification Number and (iii) providing its address, all pursuant to Buyer, evidencing the release of all Encumbrances listed on Section 3.02(a)(vii) 1445 of the Disclosure ScheduleCode; and (viiii) such Such other customary agreements, documents and instruments of transfer, assumption, filings or documents, in form as Buyer and substance its counsel may reasonably satisfactory to Buyer, as may be required to give effect to this Agreementrequest.

Deliveries by Seller to Buyer. At the Closing, Seller shall deliver to Buyer, or cause to be delivered, the following to Buyer: (ia) a xxxx the Xxxx of sale duly executed by Seller Sale in substantially the form of Exhibit B hereto (B, dated the "Xxxx of Sale"), transferring the tangible personal property included in the Purchased Assets; (ii) an assignment Closing Date and assumption agreement duly executed by Seller in the form an authorized officer of Exhibit C hereto (the "Assignment and Assumption Agreement") effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iii) an assignment duly executed by Seller in the form of Exhibit D hereto (the "Intellectual Property Assignment")Seller, transferring all of Seller's right, title and interest in and to the Intellectual Property certain Acquired Assets to Buyer; (ivb) a sublease agreement the Assignment and Assumption Agreement in substantially the form of Exhibit C, dated the Closing Date and duly executed Seller in a form by an authorized officer of Seller, transferring the Acquired Assets to be mutually agreed upon by Buyer and Seller (the “Sublease”) governing Buyer’s sublease of space in Seller’s facilities which shall be based upon the terms in Exhibit E hereto; (vc) assignments in substantially the Seller form of Exhibit D of all of Seller’s Intellectual Property Rights (together with goodwill pertaining thereto) included in the Acquired Assets, dated the Closing CertificateDate and duly executed by an authorized officer of Seller; (vid) the consents June Balance Sheet; (e) a certificate, dated the Closing Date and executed (x) on behalf of Seller by a duly authorized officer of Seller certifying that (i) each of the representations and warranties of Seller contained in this Agreement is true and correct, (ii) all covenants and agreements of the Seller to be performed by it on or prior to the Closing under this Agreement has been performed, and (iii) that the June Balance Sheet was prepared in conformity with GAAP, that the June Balance Sheet fairly presents the financial position of the Business as of the date thereof, and that there are no Liabilities which are required to be disclosed by GAAP other than those included therein; (f) an opinion, dated the Closing Date, of counsel to Seller, in substantially the form of Exhibit E; (g) a copy of Seller’s Certificate of Incorporation, as in effect immediately prior to the Closing, certified by an appropriate governmental official of the State of Delaware and dated no more than ten (10) Business Days prior to the Closing Date; (h) a good standing certificate for Seller issued by an appropriate governmental official of the State of Delaware and from Governmental Authorities or third partieseach other state in which the Seller has qualified to do business as a foreign corporation and in each case dated a date no more than ten (10) Business Days prior to the Closing Date; (i) all Records; (j) a certificate of Seller’s Secretary (i) certifying that the officers of such Seller executing this Agreement and the Transaction Documents have been duly elected and have the appropriate authority on behalf of Seller to enter into this Agreement and the Transaction Documents, if any(ii) attaching copies of resolutions of the Board of Directors of Seller authorizing and approving the execution and delivery of the Transaction Documents by Seller and the consummation by the Seller of the transactions contemplated hereby and thereby, set forth and (iii) attaching a correct and complete copy of the By-Laws of Seller as at the Closing Date; (k) the Required Consents indicated on Section 3.02(a)(vi) 4.04 of the Disclosure Schedule and as having been received as of the Closing Date; (l) all documentation necessary or appropriate to convey all transferable rights under all Permits issued to Seller by any governmental agency or authority; (m) releases from any Third Party having an Encumbrance (other material consents in forms than a Permitted Encumbrance) on any Acquired Assets or such other evidence of termination of such Encumbrance as is reasonably acceptable to Buyer; (viin) such lien releases the Non-Competition Agreement; (o) Non-Disclosure and Assignment of Ideas Agreements in substantially the form of Exhibit G attached hereto, dated on or other written evidence reasonably satisfactory before the Closing Date (to Buyer, evidencing become effective on the release of all Encumbrances listed Closing Date) and duly executed by the individuals on Section 3.02(a)(vii3.02(o) of the Disclosure Schedule; (p) offer letters or consulting agreements in substantially the form of Exhibit H attached hereto dated on or before the Closing Date (to become effective on the Closing Date), between Buyer and those employees listed on Section 3.02(o) of the Disclosure Schedule; (q) a lease agreement in substantially the form of Exhibit I attached hereto dated the Closing Date, between Seller’s Landlord and Buyer; (r) an escrow agreement in substantially the form of Exhibit J attached hereto dated the Closing Date, among a mutually agreeable escrow agent, Seller and Buyer; (s) a list of all checks written by the Seller from July 1, 2003 up to and including the Closing Date (including the amount and to whom such checks were written); (t) evidence satisfactory to Buyer that Seller has (i) provided instructions to Silicon Valley Bank and any other financial institution holding funds of Seller that all receipts of the Business to which the Buyer is entitled from and after the Effective Time shall be deposited for the account of Buyer in one or more bank accounts of Buyer; and (ii) provided notice to those debtors of Seller regarding Buyer’s purchase of the receipts of the Business; and (viiiu) such other customary documents and instruments of transfer, assumption, filings or documents, in form and substance as are reasonably satisfactory to Buyer, as may be required to give be delivered to Buyer by Seller in order to effect to the transactions contemplated by this Agreement, including vehicle titles to any certificated vehicles included among the Acquired Assets other than for the Seller’s van, title to which will be sent to Buyer promptly upon Buyer’s payoff of up to $12,500 of any amounts still owed thereon.

Deliveries by Seller to Buyer. At the Closing, Seller shall deliver to Buyerdeliver, or shall cause to be delivered, to Buyer the following to Buyerfollowing: (i) a xxxx bill of sale duly executed by Seller and assignment and assumption agreement in the form xxxm of Exhibit B EXHIBIT I hereto (the "Xxxx of SaleBILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT"), transferring the tangible personal property included in the Purchased Assetsdulx xxecuted by Seller; (ii) an assignment all other assignments and assumption agreement duly executed other instruments or documents as shall be reasonably necessary in the judgment of Buyer to evidence the sale, assignment, transfer and conveyance by Seller in the form of Exhibit C hereto (the "Assignment and Assumption Agreement") effecting the assignment to and assumption by Buyer of the Purchased Assets in accordance with the terms hereof, free and the Assumed Liabilitiesclear of all Liens other than Permitted Liens; (iii) an assignment duly executed by Seller copies of all approvals and consents referred to in the form clause (v) of Exhibit D hereto (the "Intellectual Property Assignment"), transferring all of Seller's right, title and interest in and to the Intellectual Property Assets to BuyerSection 7.1 above; (iv) a sublease agreement duly executed the opinion of counsel for Seller referred to in a form to be mutually agreed upon by Buyer and Seller clause (the “Sublease”viii) governing Buyer’s sublease of space in Seller’s facilities which shall be based upon the terms in Exhibit E heretoSection 7.1 above; (v) the Seller Closing Certificatecertificate, signed by a duly authorized officer of Seller, referred to in clause (ix) of Section 7.1 above; (vi) the consents from Governmental Authorities or third parties, if any, set forth on Section 3.02(a)(vicertified resolutions of the Board of Directors and shareholders of Seller referred to in clause (x) of the Disclosure Schedule and any other material consents in forms reasonably acceptable to BuyerSection 7.1 above; (vii) such lien releases the employment agreement referred to in clause (xii) of Section 7.1 above; (viii) the Non-Competition Agreement duly executed by Seller and the Seller Parties and, as applicable, the Indemnification Pledge Agreement duly executed by the Shareholder or other written evidence the Escrow Agreement duly executed by the Seller and the Seller Parties; (ix) an affidavit of Seller, in a form reasonably satisfactory to Buyer, evidencing stating, under penalties of perjury, Seller's United States taxpayer identification number and that Seller is not a foreign person within the release meaning of all Encumbrances listed on Section 3.02(a)(vii1445(b)(2) of the Disclosure ScheduleCode; and (viiix) such a certificate of the Secretary of Seller attesting to the incumbency and signature of each officer of Seller who shall execute this Agreement or any other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this AgreementSeller Document.

Deliveries by Seller to Buyer. At the Closing, Seller shall deliver to BuyerBuyer the following: (a) executed deeds with respect to the Owned Real Property substantially in the form attached hereto as EXHIBITS 2.5(a)-1, or cause to be delivered2.5(a)-2, 2.5(a)-3, and 2.5(a)-4 as appropriate; (b) executed assignments of all Purchased Leases substantially in the following to Buyer:form attached hereto as EXHIBIT 2.5(b); (c) executed assignments of all Franchise Agreements (other than the Franchisee Leases) substantially in the form attached hereto as EXHIBIT 2.5(c); (d) executed assignments of all Transferable Permits as required by applicable law; (e) an executed bill xx sale for the Inventory, Tangible Personal Property, Underground Storage Tanks, Books and Records, Intellectual Property and Goodwill substantially in the form attached hereto as EXHIBIT 2.5(e); (f) [Intentionally Omitted]; (g) executed assignments of all Franchisee Leases and all Tenant Leases substantially in the form attached hereto as EXHIBIT 2.5(g); (h) an executed Environmental Escrow Agreement and the other documents referenced in Section 6.8 hereof, including appropriate UCC-1 Financing Statements; (i) a xxxx of sale duly an executed by Seller in the form of Exhibit B hereto (the "Xxxx of Sale"), transferring the tangible personal property included in the Purchased AssetsTrademark License; (iij) an assignment and assumption agreement duly executed by Seller in the form of Exhibit C hereto (the "Assignment and Assumption Non-Competition Agreement") effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iiik) an assignment duly executed by the opinion of counsel for Seller referred to in the form of Exhibit D hereto (the "Intellectual Property Assignment"), transferring all of Seller's right, title and interest in and to the Intellectual Property Assets to BuyerSection 8.2(d) hereof; (ivl) a sublease agreement duly executed Seller in a form to be mutually agreed upon by Buyer receipt for the Purchase Price and Seller the Trademark Royalty (the “Sublease”) governing Buyer’s sublease of space in Seller’s facilities which shall be based upon the terms in Exhibit E heretoas defined below); (vm) the Seller Closing Certificate; (vi) the consents from Governmental Authorities or third parties, if any, set forth on Section 3.02(a)(vi) of the Disclosure Schedule and any other material consents in forms reasonably acceptable to Buyer; (vii) such lien releases or other written evidence reasonably satisfactory to Buyer, evidencing the release of all Encumbrances listed on Section 3.02(a)(vii) Buyer of the Disclosure Schedulecontribution to the Environmental Escrow Agent of the money or Letter of Credit contemplated by Section 6.8 hereof; (n) with respect to each Seller and FIN-OP, certified copies of resolutions adopted by the Boards of Directors of the Seller and FIN-OP authorizing the execution of this Agreement, the sale of the Assets to Buyer in accordance with the terms hereof, and the performance of the Seller's and FIN-OP's respective obligations hereunder; (o) with respect to each Seller, a certificate of good standing for the Seller from the Secretary of State and, if separately provided, from each Division of Taxation, Tax Administrator or other State Taxing Agency in the Seller's state of incorporation and in each of the Northeast States where it is required to be qualified to do business, and with respect to FIN-OP, comparable documents from its state of incorporation; and (viiip) such other customary instruments of transfer, assumption, filings or and usual documents, instruments and certificates required in form connection with conveyances of real property and substance reasonably satisfactory to Buyerleasehold interests and other assets under the respective laws of the Northeast States, as may be required to give effect to this Agreementincluding a gap indemnity agreement if requested by the title insurance company.