Common use of Deliveries by Seller Clause in Contracts

Deliveries by Seller. On the Closing Date, Seller shall deliver or cause to be delivered to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party thereto: (a) the Xxxx of Sale; (b) the Assignment and Assumption Agreement; (c) the Intellectual Property Assignment and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by Purchaser.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver or cause to be delivered to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoPurchaser: (a) a xxxx of sale in the Xxxx form of SaleExhibit A hereto, duly executed by the Sellers, as applicable; (b) an assignment and assumption agreement in the Assignment and Assumption Agreementform attached hereto as Exhibit B hereto, duly executed by the Sellers, as applicable; (c) an assignment and assumption of lease for each Leased Real Property in the Intellectual form attached to this Agreement as Exhibit C, with such modifications as are necessary to properly describe such Leased Real Property Assignment and License Agreement(collectively, the “Lease Assignments”), duly executed by the applicable Sellers that holds the leasehold interest in such Leased Real Property; (d) duly executed assignments of (i) the TANCO Supply AgreementPatents and Trademarks, if any, in forms suitable for recording in the United States Patent and Trademark Office, and (ii) duly executed assignments of the copyright registrations and applications for copyright registration owned by Sellers that are included in Purchased Intellectual Property (if applicable); (e) the Transition Services Agreementofficer’s certificate required to be delivered pursuant to Sections 10.1(a) and 10.1(b); (f) a copy of all orders of the Corporate Split AgreementBankruptcy Court pertaining to the transactions contemplated herein, including the Confirmation Order; (g) a certificate duly executed by an officer of the Contingent Payment AgreementSeller certifying that as of the Closing Date no appeal of or motion for stay, reargument, rehearing or reconsideration with respect to the Confirmation Order has been served on the Debtor or, based solely on a review of the online docket of the Chapter 11 Cases, has been filed; (h) all consents or notices of third parties obtained or given by Sellers as of the U.S. Promissory Notes;Closing Date to the transfer of the Purchased Assets, if any; and (i) the Japan Promissory Notes; (j) the Guaranty all other instruments of conveyance and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Sellertransfer, in form and substance reasonably satisfactory acceptable to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that as may be reasonably requested by Purchasernecessary to convey the Purchased Assets to Purchaser and to allow the Purchaser to operate properties in which the Seller is currently operating.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver or cause to be delivered to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoBuyer: (a) a certificate executed and delivered by the Xxxx Secretary or comparable representative of Salethe Company and Seller, attesting and certifying as to (i) the organizational documents of the Company or Seller, and the certificate of incorporation or comparable organizational document of the Company or Seller shall be also certified as of a recent date by the Secretary of State or comparable Governmental Authority of its jurisdiction of organization, and (ii) in the case of Seller, copies of resolutions of the board of directors and its equity holders adopting and authorizing the transactions contemplated by this Agreement and the Transaction Documents to which Seller is a party; (b) a certificate of good standing for the Assignment Company and Assumption AgreementSeller issued not more than ten (10) days prior to the Closing Date by the Secretary of State or comparable Governmental Authority of its jurisdiction of organization, each other jurisdiction where the Company is qualified to do business and, with respect to the Company, the State of Illinois; (c) a certificate of an officer of Seller and the Intellectual Property Assignment Company stating that the conditions set forth in Section 7.1 and License AgreementSection 7.2 have been satisfied; (d) payoff letters for each instrument of Indebtedness from the TANCO Supply Agreement; (e) obligees thereunder setting forth the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated amounts necessary to pay off all Indebtedness under such instrument as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection Date along with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, per diem interest amount with respect thereto and otherwise in form and substance reasonably satisfactory to PurchaserBuyer, certifyingand evidence reasonably satisfactory to Buyer of the release of all Liens held by such obligees against the property of the Company; (e) a certificate of an officer of Seller setting forth the amount necessary to pay off all Seller Transaction Expenses as of the Closing Date (including an itemized list of each such expense and the Person to whom such expense is owed); (f) the minute book, stock ledgers and stock records or comparable records of the Company since the effective date of the Restructuring; (g) original certificates representing the Securities to the extent they are certificated, and stock powers or assignments evidencing the conveyance of the Securities duly executed in blank; (h) a non-foreign affidavit dated as of the Closing Date from Seller, sworn under penalty of perjury and in form and substance required under the penalties Treasury Regulations issued pursuant to Section 1445 of perjurythe Code stating that Seller is not a "foreign person" as defined in Section 1445 of the Code; (i) Form 8023 executed by Seller, making the Section 338(h)(10) Election for the sale and acquisition of the Securities; (j) a properly completed and duly executed statement making the Section 336(e) Election for the sale and acquisition of the Securities in form and substance required under Treasury Regulation Sections 1.336-(h)(5)-(6); (k) a properly executed binding agreement between Seller and the Company consenting to making the Section 336(e) Election for the sale and acquisition of the Securities; (l) resignations from each of the officers and directors of each of the Company; (m) a Seller Transition Services Agreement, substantially in the form of Exhibit B hereto, duly executed by Seller; (n) a Buyer Transition Services Agreement, substantially in the form of Exhibit C hereto, duly executed by Seller; (o) evidence of the assignment to Seller of, and the release of the Company from all obligations under, that certain Sublease Agreement (the “San Francisco Lease”), dated January 14, 2013, by and between the Company and SB Architects, Inc. with respect to the office space located at Xxx Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, Xxxxxxxxxx; (p) the Amendment to the Subordinated Convertible Promissory Notes and Warrants to Purchase Stock, duly executed by the Company, Seller isand such holders of 2013 Notes and Warrants as is required to validly effect such amendment agreement with respect to the 2013 Notes and Warrants (provided, however, that the Company shall use commercially reasonable efforts to have such Amendment signed by all of the holders of the 2013 Notes and Warrants); (q) option assumption agreements and/or equity assumption agreements in the forms attached hereto as Exhibit D-(1)(a), Exhibit D-(1)(b); Exhibit D-(2), Exhibit D-(3)(a), Exhibit D-(3)(b) and Exhibit D-(3)(c) duly executed by those holders of options or other rights to acquire capital stock of the Company that are outstanding as of immediately prior to the Closing and listed on the aforementioned Exhibits; (r) a warrant assumption agreement in the forms attached hereto as Exhibit E-(1), Exhibit E-(2) and Exhibit E-(3), duly executed by the Company, Seller and those holders of warrants exercisable for U.S. federal income tax purposescapital stock of the Company (other than the 2013 Warrants) that are outstanding as of immediately prior to the Closing and listed on the aforementioned Exhibits; (s) a Restrictive Covenant Agreement in the form attached hereto as Exhibit F hereto, not a foreign personduly executed by Xxxx Xxxxxxxx; (t) evidence of termination of those agreements listed on Schedule 6.2(t); (u) payoff execution and termination letters with respect to each delivery of the letters of credit or bank guarantees listed on Schedule 4.02(u)Assignment and Assumption Agreement in the form attached hereto as Exhibit G by Seller and the Company; (v) the books amendment and records referred restatement by the Company of its Certificate of Incorporation to be in Section 7.03(a)the form of Exhibit H hereto; (w) the Escrow Agreement, substantially in the form of Exhibit I hereto, duly executed by Seller; and (wx) such other documents and instruments as Buyer may reasonably require in order to effectuate the transactions that are the subject of this Agreement. All documents and instruments delivered to Buyer shall be in form and substance reasonably satisfactory to Buyer. Notwithstanding anything to the contrary herein, the requirement for the deliverables set forth in Section 6.2(q) and 6.2(r) above shall be deemed satisfied in the event that the executed option assumption agreements and/or equity assumption agreements and warrant assumption agreements delivered by Seller cover all but 27,000 of the shares of capital stock of the Company that are issuable as of immediately prior to the Closing upon exercise of the options, equity interests and warrants described in Section 6.2(q) and 6.2(r) and the Exhibits related thereto, and provided that, following the Closing, Seller shall use reasonable efforts to obtain and deliver to Buyer executed option assumption agreements and/or equity assumptions agreements and/or warrant assumption agreements with respect to such remaining shares of capital stock of the Company for which such agreements are not obtained prior to the Closing; provided, further, that the foregoing shall not in any other certificates manner amend or documents that may be reasonably requested by Purchasermodify, or otherwise impair any rights with respect to a breach of, the representations and warranties set forth in Section 3.2.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver or cause to be delivered to Purchaser (unless previously delivered) each of the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) the Xxxx of Saleofficers’ certificate referred to in Section 9.2(d); (b) a certified copy of the Assignment Sale Order and Assumption Agreement;a copy of the docket of the Bankruptcy Court evidencing the entry of the Sale Order (updated through the date and time of the Closing); and (c) the Intellectual Property Assignment duly executed Xxxx of Sale and License Agreementduly executed counterparts of each Conveyance Document in respect of the Acquired Assets; (d) a duly executed Instrument of Assumption for the TANCO Supply AgreementDesignated Contracts and Assumed Liabilities; (e) a certification of non-foreign status for Seller in a form and manner which complies with the Transition Services Agreementrequirements of Section 1445 of the Code and the Treasury regulations promulgated thereunder; (f) if the Corporate Split AgreementMidland Facility has been included as a Core Asset hereunder, a special warranty deed to the Midland Facility conveying fee simple title to the Midland Facility to Purchaser subject to Permitted Liens; (g) the Contingent Payment Agreement; at Purchaser’s election and sole cost and expense, an owner’s or leasehold title insurance policy (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificateas applicable), dated in effect as of the Closing Date, signed issued by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Fidelity National Title Insurance Company or such one of its affiliates, on an ALTA 2006 form or other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifyinginsuring Purchaser’s fee simple or leasehold title, under as the penalties of perjurycase may be, that Seller isto the Midland Facility, for U.S. federal income tax purposesDevens Plant and Devens Land, not a foreign personsubject to the Permitted Liens; (uh) payoff and termination letters with respect to each executed copies of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books consents and records approvals referred to in Section 7.03(a9.2(e); and (wi) any all other certificates documents required to be delivered by Seller to Purchaser at or documents that may be reasonably requested by Purchaserprior to the Closing in connection with the Transactions.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver deliver, or cause to be delivered delivered, to Purchaser Buyer, with respect to each Specified Business, such bills of sale, instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and Buyer, as may be reasonably necessary to effect, in each case in accordance with the following itemsterms of this Agreement (w) the assumption by Buyer of the Assumed Liabilities Related to such Specified Business (other than Assumed Liabilities retained by any Transferred Joint Venture Entity), duly executed (x) the conveyance, transfer and assignment to Buyer of the extent Transferred Assets Related to such Specified Business (and the retention by each Transferred Joint Venture Entity of the Transferred Assets to be retained by such Transferred Joint Venture Entity), (y) in the case of the Group 1 Business, the assumption by the applicable Seller JV Partner of all Liabilities of such Transferred Joint Venture Parent and its Subsidiaries (other than any such Liabilities that constitute Assumed Liabilities) and the assumption by Seller and or its Affiliate (other than a Transferred Joint Venture Entity or the Affiliate(sPalm Beach Joint Venture) of all other Excluded Liabilities to which the Group 1 Business is subject and (z) in the case of Group 1 Business, the conveyance, transfer and assignment to Seller that are party theretoof all Excluded Assets held by any Transferred Joint Venture Entity, including the following: (a) the Xxxx a duly executed counterpart of one or more Bills of Sale; (b) the a duly executed counterpart of one or more Assignment and Assumption AgreementAgreements; (c) the Intellectual Property a duly executed counterpart of one or more Transferred Investment Assignment and License AgreementAgreements; (d) the TANCO Supply Agreementa duly executed counterpart of one or more Intellectual Property Assignment Agreements; (e) the Transition Services Agreementa duly executed counterpart of one or more Lease Assignment Agreements; (f) the Corporate Split Agreementa duly executed counterpart of one or more Sublease Assignment Agreements; (g) the Contingent Payment Agreementa duly executed counterpart of one or more Rights-of-Way Assignment Agreements; (h) special warranty deeds (or local equivalent) in respect of the U.S. Promissory NotesTransferred Owned Real Property Related to such Specified Business; (i) the Japan Promissory Noteswith respect to each Transferred Joint Venture Parent, a duly executed counterpart of a JV Interest Assignment Agreement; (j) such instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Buyer and Seller, as may be necessary to effect the Guaranty assumption by Seller or its Affiliate (other than any Transferred Joint Venture Entity or the Palm Beach Joint Venture) of all Liabilities of such Transferred Joint Venture Parent and Security Agreementits Subsidiaries (other than any such Liabilities that constitute Assumed Liabilities) in accordance with Section 2.2; (k) duly executed certifications from Seller and each Subsidiary that in this Transaction will be a transferor described in Treasury Regulations Section 1.1445-1(g)(3) that Seller and such Subsidiaries are not foreign Persons within the Japan Security Agreementmeaning set forth in Treasury Regulation Section 1.1445-2(b)(2)(iii)(A); it being understood that, notwithstanding anything to the contrary contained herein, if Seller fails to provide Buyer with such certifications, Buyer shall be entitled to withhold a portion of the Purchase Price in accordance with Section 1445 of the Code and the applicable Treasury Regulations; (l) the Washington University Sub-licenseBooks and Records Related to such Specified Business that are Transferred Assets (it being understood that Books and Records located on real property interests conveyed to Buyer at the Closing shall be deemed delivered pursuant to this Section 2.12(l)); (m) a certificate, dated as evidence of the Closing Dateobtaining of, signed by an executive officer of or, with respect to Seller certifying as Required Approvals that only require notice or filing, the notice or filing with respect to, the Seller Required Approvals or any LFA Approvals, in each case, Related to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b)such Specified Business; (n) the Selling Affiliate’s written request certificate to the Company or such other document required for Purchaser be delivered pursuant to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this AgreementSection 6.2(d); (o) a certificated certified copy of the minutes Confirmation Order (including any amendments thereto); (p) duly executed counterparts of instruments providing Buyer the limited, irrevocable right, in the name, place and stead of Seller and any of its Affiliates, as attorney-in-fact of Seller and any of its Affiliates, to cash, deposit, endorse or negotiate checks received on or after the Closing Date made out to Seller or any of its Affiliates in payment for cable television, high speed Internet, telephony and related services and charges provided by the Specified Systems Related to such Specified Business, and evidence of written instructions to the lock-box service provider or similar agents of Seller and any of its Affiliates to promptly forward to Buyer upon receipt all such cash, deposits and checks representing accounts receivable of such Specified Systems; (q) to the extent available using commercially reasonable efforts, (i) subject only to Permitted Encumbrances, such certificates and affidavits of Seller or its applicable Affiliate as may be reasonably requested by Buyer’s title insurance company necessary and satisfactory to Buyer in connection with the issuance of title insurance with respect to any Owned Real Property or Leased Real Property Related to such Specified Business and (ii) customary gap indemnities covering Seller’s acts for the period between Closing and the recording of the board applicable deed or assignment of directors and/or shareholders meetinglease with respect to such Owned Real Property or Leased Real Property; provided, as applicablethat, except with respect to the customary gap indemnities described in clause (ii) above, such certificates or affidavits shall be deemed not to have been reasonably requested if they would increase, in each case other than in a de minimis manner, the Liability of Seller or any of its Affiliates beyond the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser liability that would be incurred by Seller or its applicable Affiliates under a special warranty deed or would contain representations that are more extensive than those set forth in accordance with this Agreement; (pr) the shareholders registry Transferred Cash Related to such Specified Business (other than any Transferred Cash retained by any Transferred Joint Venture Entity) in immediately available funds by wire transfer to an account which has been designated by Buyer at least two Business Days prior to the Closing Date (it being understood that Transferred Cash shall be deemed delivered if it is either (i) located on real property interests being conveyed to Buyer at Closing or (ii) held in accounts assigned to Buyer pursuant to duly executed instruments of the Company; (q) resignation letters of the directors of the Company; (r) evidence assignment that are reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate SplitBuyer); (s) original share stock certificates (or other comparable evidence of ownership, if issued) representing the Company (if any have been issued since the date Transferred Investments Related to such Specified Business, duly endorsed for transfer or accompanied by executed stock transfer powers or other appropriate instruments of incorporation of the Company)assignment and transfer; (t) a certificate under Section 1445(a) duly executed counterpart of the Code from SellerEscrow Agreement; and (u) duly executed counterparts of such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to PurchaserBuyer and Seller, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that as may be reasonably requested by Purchaserrequired to give effect to this Agreement.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver deliver, or cause to be delivered delivered, to Purchaser Buyer the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) the Xxxx Assignment and Assumption Agreement, duly executed by Seller, and any bills of Salesale, consents, assignments and other necessary instruments and documents, including for the Assumed Leases, which are reasonably satisfactory in form and substance to Seller and Buyer, transferring and conveying the Acquired Assets to Buyer or its designee free and clear of all Liens, other than Permitted Liens; (b) conveyances of the Assignment Owned Real Property in the form of a special warranty deed subject to all covenants, conditions, reservations, restrictions, rights of way and Assumption Agreementeasements and other matters of record, except to the extent any such matter of public record would constitute a Lien which is not a Permitted Lien; (c) consents to assignment, executed by the Intellectual Property Assignment and License AgreementSeller’s applicable lessors, respecting the Assumed Leases and, if applicable, executed counterparts of each of the Assumed Leases; (d) such assignments, in recordable form where appropriate, conveying good and valid title to all Intellectual Property and intangible property included in the TANCO Supply AgreementAcquired Assets; (e) certificates, dated within seven business days prior to the Transition Services AgreementClosing Date, duly issued by the appropriate Governmental Authorities in the State of Washington showing Seller to be in good standing and that all state franchise and/or income tax returns and taxes due by Seller for all periods ending and due prior to the Closing have been filed and paid; (f) a Tax Certificate from Seller, substantially in the Corporate Split Agreementform of Exhibit E, duly executed by Seller; (g) a certified copy of the Contingent Payment Agreementresolutions of the members of Seller properly authorizing and approving this Agreement and the transactions contemplated hereby; (h) a Member’s Certificate, substantially in the U.S. Promissory Notesform of Exhibit F, duly executed on behalf of Seller; (i) the Japan Promissory NotesRegistration Rights Agreement Amendment, duly executed by each member of the Pacer Propane Group; (j) the Guaranty and Security AgreementGuaranty, duly executed by Pacer Holding; (k) the Japan Security Agreement; (l) the Washington University SubNon-license; (m) a certificateCompetition Agreements, dated as of the Closing Date, signed duly executed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees individuals listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a1(a); and (wl) any all other certificates documents, instruments and writings required to be delivered by Seller at or documents that may be reasonably requested by Purchaserprior to the Closing Date pursuant to this Agreement.

Deliveries by Seller. On Subject to the Closing Dateterms and conditions hereof, at the Closing, Seller shall will deliver or cause to be delivered to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoBuyer: (a) a certificate of the Xxxx secretary of SaleSeller respecting (i) resolutions of Seller (which shall be attached to such certificate) authorizing the execution of this Agreement and the consummation of the transactions contemplated hereby (to the extent required under Seller’s organizational documents) and (ii) the incumbency and true signatures of the officers who execute this Agreement, the Interconnect Agreement and any other agreement, certificate or document related hereto or executed in connection herewith on behalf of Seller or any of its Affiliates; (b) the Assignment officer’s certificates referred to in Section 8.3(a) and Assumption Agreement(b); (c) a duly executed certificate meeting the Intellectual Property Assignment and License Agreementrequirements of Treasury Regulations Section 1.1445-2(b); (d) a duly executed counterpart of the TANCO Supply Interconnect Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as of the Closing Date, signed by an executive officer and between Seller and Buyer, substantially in the form of Seller certifying as to Exhibit B (the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b“Interconnect Agreement”); (ne) a duly executed counterpart of the Selling Affiliate’s written request to Transition Services Agreement, dated as of the Company or such other document required for Purchaser to complete the registration Closing Date, by and between Seller and Buyer, substantially in the shareholders registry form of Exhibit C (the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this “Transition Services Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company”); (tf) a certificate under Section 1445(a) the consent of the Code from Seller, in form and substance reasonably satisfactory counter party to Purchaser, certifying, under the penalties assignment to Buyer of perjury, the Contracts set forth on Exhibit A-5 that Seller is, for U.S. federal income tax purposes, not a foreign personare indicated as requiring consent; (ug) payoff and termination letters with respect to each duly executed counterparts of conveyances of the letters Assets, dated as of credit or bank guarantees listed on Schedule 4.02(uthe Closing Date, by and between the Parties, in forms reasonably acceptable to Buyer and Seller (the “Conveyances”), in sufficient duplicate originals to allow recording in all applicable real property recording offices; (vh) duly executed counterparts of a recording instrument in a form reasonably acceptable to Buyer and Seller, dated as of the books Closing Date, by and records referred between the Parties, applicable to the land under the Sherwood Processing Facility, in Section 7.03(aa form reasonably acceptable to Buyer and Seller (the “Recording Instrument”), in sufficient duplicate originals to allow recording in all applicable real property recording offices; (i) a duly executed joinder, in a form reasonably acceptable to Buyer, of that certain Master Joint Use and Maintenance Agreement, dated May 1, 2012, between Seller and Antero; and (wj) any other certificates or documents amendments, assignments and conveyances of the leases of real property between Seller and Antero for the Middle Point Compressor Station and the Zinnia Compressor Station in accordance with Section 7.12, including such amendments, assignments and conveyances that may be reasonably requested by Purchaserprovide Buyer with Seller’s real property interests in the compressor sites.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver or cause to be have delivered to Purchaser executed copies of the following agreements, documents and other items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party thereto: (a) A Quitclaim Deed conveying to Purchaser all of Seller's rights, title and interest in and to the Xxxx of SaleReal Property; (b) A Xxxx of Sale transferring all of the Assignment and Assumption AgreementAcquired Assets comprising personal property; (c) Possession of the Intellectual Property Assignment and License AgreementAcquired Assets, including without limitation, the Real Property; (d) A duly executed counterpart to an Assignment and Assumption Agreement with respect to the TANCO Supply Assumed Liabilities and the Occupancy Agreements (the "Assignment and Assumption Agreement"); (e) A duly executed counterpart to the Escrow Agreement; (f) A duly executed counterpart to the Transition Services Agreement; (f) the Corporate Split Agreement; (g) A duly executed counterpart to the Contingent Payment Billing Services Agreement; (h) A duly executed counterpart to the U.S. Promissory NotesPublic Works Building Lease; (i) the Japan Promissory NotesCopies of each consent, waiver, authorization and approval required pursuant to Section 4.04 of this Agreement; (j) The consents or approvals required for all of the Guaranty Assigned Contracts, Intellectual Property and Security AgreementLicenses and Permits, to the extent required hereunder; (k) Title certificates to any motor vehicles included in the Japan Security AgreementAcquired Assets, duly executed by Seller (together with any transfer forms necessary to transfer title to such vehicles); (l) the Washington University Sub-licenseAll Related Agreements, duly executed by Seller; (m) An opinion letter of counsel for Seller, in a certificate, dated as of the Closing Date, signed by an executive officer of Seller certifying as form mutually agreed to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b)prior to Closing; (n) the Selling Affiliate’s written request Certificate of Seller pursuant to the Company or such other document required for Purchaser to complete the registration in the shareholders registry Section 12.02 of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy Copies or originals of all Files and Records, materials, documents and records in possession of Seller relating to the minutes of Real Property or the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this AgreementAssigned Contracts; (p) Any documents duly executed by Seller required by the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory Title Company to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests issue final owner's title policies in connection accordance with the Corporate Splitprocedures set forth in Article VI; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by Purchaser.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver deliver, or cause to be delivered delivered, to Purchaser the following itemsBuyer, duly executed with respect to the extent applicable by each Specified Business, such bills of sale, instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and Buyer, as may be reasonably necessary to effect, in each case in accordance with the Affiliate(sterms of this Agreement (x) the assumption by Buyer of Seller that are party theretothe Assumed Liabilities Related to such Specified Business and (y) the conveyance, transfer and assignment to Buyer of the Transferred Assets Related to such Specified Business, including the following: (a) the Xxxx a duly executed counterpart of one or more Bills of Sale; (b) the a duly executed counterpart of one or more Assignment and Assumption AgreementAgreements; (c) the Intellectual Property a duly executed counterpart of one or more Transferred Investment Assignment and License AgreementAgreements; (d) the TANCO Supply Agreementa duly executed counterpart of one or more Intellectual Property Assignment Agreements; (e) the Transition Services Agreementa duly executed counterpart of one or more Lease Assignment Agreements; (f) the Corporate Split Agreementa duly executed counterpart of one or more Sublease Assignment Agreements; (g) the Contingent Payment Agreementa duly executed counterpart of one or more Rights-of-Way Assignment Agreements; (h) special warranty deeds (or local equivalent) in respect of the U.S. Promissory NotesTransferred Owned Real Property Related to such Specified Business; (i) duly executed certifications from Seller and each Subsidiary that in this Transaction will be a transferor described in Treasury Regulations Section 1.1445-1(g)(3) that Seller and such Subsidiaries are not foreign Persons within the Japan Promissory Notesmeaning set forth in Treasury Regulation Section 1.1445-2(b)(2)(iii)(A); it being understood that, notwithstanding anything to the contrary contained herein, if Seller fails to provide Buyer with such certifications, Buyer shall be entitled to withhold a portion of the Purchase Price in accordance with Section 1445 of the Code and the applicable Treasury Regulations; (j) the Guaranty Books and Security AgreementRecords Related to such Specified Business that are Transferred Assets (it being understood that Books and Records located on real property interests conveyed to Buyer at the Closing shall be deemed delivered pursuant to this Section 2.10(j)); (k) evidence of the Japan Security Agreementobtaining of, or, with respect to Seller Required Approvals that only require notice or filing, the notice or filing with respect to, the Seller Required Approvals or any LFA Approvals, in each case, Related to such Specified Business; (l) the Washington University Sub-licensecertificate to be delivered pursuant to Section 6.2(d); (m) a certificate, dated as certified copy of the Closing Date, signed by an executive officer of Seller certifying as to Transaction Order and the satisfaction of Confirmation Order for the conditions specified in Sections 11.02(a) and 11.02(bJV Plan (including any amendments thereto); (n) duly executed counterparts of instruments providing Buyer the Selling Affiliate’s limited, irrevocable right, in the name, place and stead of Seller and any of its Affiliates, as attorney-in-fact of Seller and any of its Affiliates, to cash, deposit, endorse or negotiate checks received on or after the Closing Date made out to Seller or any of its Affiliates in payment for cable television, high speed Internet, telephony and related services and charges provided by the Specified Systems Related to such Specified Business, and evidence of written request instructions to the Company lock-box service provider or similar agents of Seller and any of its Affiliates to promptly forward to Buyer upon receipt all such other document required for Purchaser to complete the registration in the shareholders registry cash, deposits and checks representing accounts receivable of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreementsuch Specified Systems; (o) a certificated copy to the extent available using commercially reasonable efforts, (i) subject only to Permitted Encumbrances, such certificates and affidavits of Seller or its applicable Affiliate as may be reasonably requested by Buyer’s title insurance company necessary and satisfactory to Buyer in connection with the issuance of title insurance with respect to any Owned Real Property or Leased Real Property Related to such Specified Business and (ii) customary gap indemnities covering Seller’s acts for the period between Closing and the recording of the minutes applicable deed or assignment of lease with respect to such Owned Real Property or Leased Real Property; provided, that, except with respect to the board customary gap indemnities described in clause (ii) above, such certificates or affidavits shall be deemed not to have been reasonably requested if they would increase, in each case other than in a de minimis manner, the Liability of directors and/or shareholders meeting, as applicable, Seller or any of its Affiliates beyond the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser liability that would be incurred by Seller or its applicable Affiliates under a special warranty deed or would contain representations that are more extensive than those set forth in accordance with this Agreement; (p) the shareholders registry Transferred Cash Related to such Specified Business in immediately available funds by wire transfer to an account which has been designated by Buyer at least two Business Days prior to the Closing Date (it being understood that Transferred Cash shall be deemed delivered if it is either (i) located on real property interests being conveyed to Buyer at Closing or (ii) held in accounts assigned to Buyer pursuant to duly executed instruments of the Companyassignment that are reasonably satisfactory to Buyer); (q) resignation letters stock certificates (or other comparable evidence of ownership, if issued) representing the directors Transferred Investments Related to such Specified Business, duly endorsed for transfer or accompanied by executed stock transfer powers or other appropriate instruments of the Companyassignment and transfer; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy duly executed counterpart of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate SplitEscrow Agreement; (s) original share certificates [(r)] in the case of a 363 Sale, a duly executed counterpart of the Company (Adelphia Registration Rights and Sale Agreement and, if any have been issued since a deposit is to be made into the date of incorporation of Transfer Tax Escrow Account, the Company);Transfer Tax Escrow Agreement; and (t) a certificate under Section 1445(a) [(s)] duly executed counterparts of the Code from Sellersuch other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to PurchaserBuyer and Seller, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that as may be reasonably requested by Purchaserrequired to give effect to this Agreement.

Deliveries by Seller. On Seller shall make the Closing Date, following deliveries: (i) Seller shall deliver or cause to be delivered to Purchaser stock certificates representing Seventy Five Percent (75%) of all the following itemsShares, together with assignments to Purchaser separate from certificate, dated the Closing Date and duly executed to the extent applicable by Seller and including stamps or other proper evidence of the Affiliate(spayment of any stock transfer or similar Taxes due as a result of the transfer of the Shares. (ii) of Seller that are party theretoshall deliver to Purchaser a certificate executed by Seller certifying to Purchaser and Rotate Black that: (aA) the Xxxx representations and warranties of Sale; (b) Seller in Article 5, as qualified or limited by any exceptions in the Assignment Schedules to Article 5, were true and Assumption correct in all material respects as of the date of this Agreement; (cB) the Intellectual Property Assignment representations and License warranties of Seller in Article 5, as qualified or limited by any exceptions in the Schedules to Article 5, are true and correct in all material respects on the Closing Date as if made at and as of Closing; (C) Seller has performed, complied with or satisfied in all material respects all the obligations, agreements and conditions under this Agreement that it is required to perform, comply with or satisfy prior to or at Closing; and (iii) Seller shall deliver to Purchaser a certified copy of the Company’s certificate of incorporation and by-laws; (iv) Seller shall deliver to Purchaser a certificate of good standing of the Company issued not earlier than 10 days prior to the Closing Date by the State of Nevada and by each other jurisdiction in which it is qualified or registered to do business as a foreign corporation; (v) Seller shall deliver to Purchaser a certified copy of the resolutions of the board of directors of the Company authorizing the execution, deliver and performance of this Agreement; (dvi) Seller shall deliver to Purchaser the TANCO Supply Agreementresignations of each officer and each member of the board of directors of the Company effective as of the Closing; (evii) Seller shall deliver to Purchaser a General Release of the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificateCompany, dated as of the Closing Date, signed duly executed by an executive officer of Seller certifying as to the satisfaction and each of the conditions specified in Sections 11.02(a) directors and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry officers of the Company; (qviii) resignation letters of Seller shall deliver to Purchaser the directors stock records and corporate minute books of the Company; (rix) evidence reasonably satisfactory Seller shall deliver to Purchaser that all instruments or documents necessary to change the Corporate Split has been completed, including, if available, a certified copy names of the corporate registration showing the completion individuals who have access to or are authorized to make withdrawals from or dispositions of the Corporate Split together with such all bank accounts, other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share accounts, certificates of the Company (if any have been issued since the date of incorporation deposits, marketable securities, other investments, safe deposit boxes, lock boxes and safes of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (wx) Seller shall deliver to Purchaser any other certificates documents and instruments that Purchaser, Rotate Black or documents that may be their counsel reasonably requested by Purchaserrequests.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver deliver, or cause to be delivered to Purchaser delivered, the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoBuyer: (a) the Xxxx of SaleOne or more Limited Warranty Deeds, duly executed by Seller and in recordable form; (b) the Assignment and Assumption AgreementThe Bills of Sale, duly executed by Seller; (c) the Intellectual Property The Assignment and License AgreementAssumption Agreements, duly executed by Seller; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from SellerEvidence, in form and substance reasonably satisfactory to PurchaserBuyer, certifying, under the penalties of perjury, demonstrating that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of has obtained the letters of credit or bank guarantees listed Seller's Required Regulatory Approvals set forth on Schedule 4.02(u7.2(c); (ve) A FIRPTA Affidavit, duly executed by Seller; (f) Copies, certified by the books Secretary or Assistant Secretary of Seller, of resolutions authorizing the execution and records referred delivery of this Agreement, each Additional Agreement to which Seller is a party and all of the other agreements and instruments, in Section 7.03(a)each case, to be executed and delivered by Seller in connection herewith; (g) A certificate of the Secretary or Assistant Secretary of Seller identifying the name and title and bearing the signatures of the officers of Seller authorized to execute and deliver this Agreement, each Additional Agreement to which Seller is a party and the other agreements and instruments contemplated hereby; (h) All such other agreements, documents, instruments and writings as shall, in the reasonable opinion of Buyer and its counsel, be necessary to sell, assign, convey, transfer and deliver to Buyer the Purchased Assets, in accordance with this Agreement and, where necessary or desirable, in recordable form, provided that Seller shall not be required to prepare or obtain any survey, abstract, title opinion or title insurance policy with respect to the Real Property; and (wi) any Such other certificates agreements, documents, instruments and writings as are required to be delivered by Seller at or documents that may be prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Purchaserrequired in connection herewith.

Deliveries by Seller. On At the Closing DateClosing, Seller Sellers, will deliver to Buyer the following, each of which shall deliver or cause to be delivered to Purchaser the following items, duly executed in form and substance satisfactory to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoparties hereto: (a) Bills of sale, special warranty deeds, assignments and other instruments of transfer and documents as shall be appropriate to carry out the Xxxx intent of Salethis Agreement and sufficient to sell, assign, convey and transfer good and valid (or in the case of Real Property, good and marketable) title to the Acquired Assets to Buyer, subject only to Permitted Encumbrances; (b) Assignments of all Sellers’ domain names and other Rights relating to the Assignment and Assumption AgreementPublications; (c) Any consents to assignments from third parties obtained by Sellers relating to the Intellectual Property Assignment and License AgreementMaterial Contracts that require such consent as shown on Schedule 3.9, as well as any other consents obtained by Sellers; (d) Receipt for the TANCO Supply AgreementPurchase Price; (e) If agreed upon prior to Closing, commercially reasonable transition services agreements among Sellers and Buyer executed by Sellers, in form and substance mutually agreeable to Sellers and Buyer, which, among other things, shall provide for Sellers to continue to provide certain services with respect to the Publications for various periods of time after the Closing Date (the “Transition Services AgreementAgreements”); (f) Non-competition and non-solicitation agreements among Mxxxxx Communications, Sellers and Buyer executed by Mxxxxx Communications and Sellers in form and substance mutually agreeable to Sellers and Buyer (the Corporate Split Agreement“Non-Competition Agreements”). The Non-Competition Agreements shall provide that, among other things, until the fifth anniversary (or, with respect to non-newspaper products, the third anniversary) of the Closing Date, none of Mxxxxx Communications or Sellers will, whether as a partner, principal, stockholder, member of in any other equity investment or profits interest capacity, directly or indirectly, either alone or in concert with others, (i) establish or launch, be connected with or and or otherwise assist any daily, bi-weekly or weekly newspaper or other publication, either in print or online, which is primarily targeted at and is primarily intended to serve any portion or portions of or any or all of the counties which any of the Publications currently serve (collectively, the “Territory”), or (ii) acquire any equity or profits or other financial interest in any such daily, bi-weekly or weekly newspaper or other publication (other than a non-controlling or non-management interest of any publicly owned company), Notwithstanding anything to the contrary contained herein, the foregoing restrictions in clauses (i)–(ii) will not apply with respect to (A) any of Mxxxxx Communications or Sellers’ businesses (other than the Publications) as in effect (and to the same scope and extent) as of the date hereof, (B) any “national” publications not intended to primarily or exclusively serve any or all of the Territory, (C) non-newspaper publications focused on the metropolitan areas of Kansas City, Kansas or Missouri; Orlando, Florida; Knoxville, Tennessee; or Wichita, Kansas which do not directly or indirectly solicit local advertisers within or focused on the Territory, and (D) new publications similar to existing (on the date hereof) Mxxxxx Communications visitor, niche or other non-newspaper publications (such as Where, Guest Informant, Best Read Guides or Skirt Magazines) focused on the Kansas City, Kansas or Missouri metropolitan area which may solicit advertisers within such area. For purposes of the Non-Competition Agreements, “newspapers” shall include daily and weekly publications, as well as similar on-line publications, which deal with the general dissemination of news. In addition, none of Mxxxxx Communications or Sellers will, whether as a partner, principal, stockholder, member of in any other equity investment or profits interest capacity, directly or indirectly, either alone or in concert with others, until the third anniversary of the Closing Date, recruit or hire (other than as a result of a general solicitation), or otherwise solicit for employment, any employees, or former employees of the Publications hired by Buyer or its Affiliates at the Closing within six (6) months following their termination of employment with Buyer or its Affiliates (provided that the restriction in this sentence shall not apply to any such employees terminated by Buyer or its Affiliates; and provided further that the restrictions in this sentence shall only apply until the first anniversary of the Closing Date with respect to any such employees who voluntarily leave the employ or Buyer or its Affiliates without any solicitation, inducement or influence of any type by Mxxxxx Communications or Sellers); (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificateCertificates, dated as of the Closing Date, signed by of an executive appropriate officer of Mxxxxx Communications and each Seller as to approval of Mxxxxx Communications and each Seller relating to this Agreement and the transactions contemplated hereby; (h) Certificates of an appropriate officer of Mxxxxx Communications and each Seller certifying as to the satisfaction fulfillment of the conditions specified set forth in Sections 11.02(a8.1(a) and 11.02(b)8.1(b) below; (ni) the Selling Affiliate’s written request A certificate of an appropriate officer of each Seller as to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) its status as a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a non-foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a)entity; and (wj) any Such other certificates certificates, instruments and documents as are required to be delivered by Mxxxxx Communications and Sellers pursuant to the terms of this Agreement or documents that as may be reasonably requested by PurchaserBuyer.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver or cause to be delivered to Purchaser Buyer the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) the Xxxx certificate executed by authorized officers of SaleSeller required to be delivered pursuant to Section 7.3(c); (b) the Assignment and Assumption Agreement; (c) the Intellectual Property Assignment and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as of the Closing Date, signed executed by an executive authorized officer of Seller Seller, certifying as to (i) the satisfaction due organization and good standing of Seller, and (ii) the conditions specified in Sections 11.02(a) authority and 11.02(b)incumbency of officers of Seller executing this Agreement and the other agreements, instruments or certificates delivered upon the Closing; (nc) a copy of the Selling Affiliate’s written request notice(s) required by 21 CFR 314.72 (i) from Seller to the Company or such other document required for Purchaser FDA relative to complete the registration in the shareholders registry of the Company for the transfer of Shares from ownership of the Selling Affiliate to Purchaser in accordance with this Agreementownership of the Product; (od) a certificated copy bills of the minutes sale and any other appropriate instruments of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Sellersale and conveyance, in form and substance reasonably satisfactory acceptable to PurchaserBuyer and Seller, certifyingtransferring under Applicable Laws in effect as of the Closing Date all Included Intellectual Property included within the Purchased Assets to Buyer or its Affiliates subject to the Permitted Encumbrances. Buyer, under at its own expense, shall prepare any and all individual assignment documents required and record them with the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign personPatent and Trademark Offices and the equivalent agencies in other jurisdictions within the Territory; (ue) payoff and termination letters with respect to each copies of the letters of credit or bank guarantees third party consents listed on Schedule 4.02(u)Exhibit E hereto; (vf) to the books and records referred extent the following items have not previously been provided to in Section 7.03(a); andBuyer: (wi) any a complete and accurate copy of Seller's and its relevant Affiliates' customer lists, including relevant sales data, relating exclusively to the Product; (ii) a complete and accurate copy of all Regulatory Approvals, regulatory filings, documents and correspondence relating to the Product; (g) such other certificates or documents that instruments and documents, in form and substance reasonably acceptable to Buyer and Seller, as may be reasonably requested by Purchasernecessary to effect the Closing.

Deliveries by Seller. On the Closing Date, Seller shall deliver or cause to be delivered to Purchaser Investors the following items(provided that the deliveries to be made pursuant to clauses (e), duly executed to (f), (g), (h) and (i) shall be dated in the extent applicable by Seller and same month as the Affiliate(s) of Seller that are party thereto:Closing Date): (a) all consents, waivers, filings, submissions, notices or approvals under Applicable Law or otherwise, including those set forth on Schedule 3.2(a), required to be obtained by Seller, the Xxxx Project Company and the Seller Related Parties with respect to the sale of Salethe Purchased Membership Interest by Seller contemplated herein and the consummation of the transactions related to such sale of the Purchased Membership Interest; (b) the Assignment and Assumption Project Company LLC Agreement, duly executed by all Members other than Investors; (c) the Intellectual Property Assignment and License Put Transferee Agreement (as defined in the Project Company LLC Agreement), duly executed by the Designated Put Transferee (as defined in such Put Transferee Agreement); (d) the TANCO Supply AgreementAssignment Agreements, duly executed by Seller; (e) the Transition Services AgreementCVR Member Parent Guarantee, duly executed by CVRP; (f) a certificate of good standing of the Corporate Split AgreementProject Company issued by the Secretary of State of the State of Delaware and a certificate of good standing of CompressionCo from the States of Delaware and Kansas; (g) a certificate of good standing of Seller issued by the Contingent Payment AgreementSecretary of State of the State of Delaware; (h) a certificate of good standing of CVRP issued by the U.S. Promissory NotesSecretary of State of the State of Delaware; (i) a certificate of good standing of the Japan Promissory NotesCapturePoint Operator issued by the Secretary of State of the State of Texas and a certificate of good standing issued by the Secretary of State of the State of Kansas; (j) an amendment to the Guaranty and Security AgreementCertificate of Formation for the Project Company filed with the Secretary of State of the State of Delaware providing that the Project Company shall be a manager-managed limited liability company; (k) insurance certificates showing Investors and the Japan Security AgreementProject Company as additional insureds on policies maintained by CVRP (on behalf of CRNF) and CapturePoint as required by the Project Documents; (l) a copy of the Washington University Sub-licenseCC Project Documents duly executed by each party thereto; (m) a certificate, dated as fully executed copy of the Closing DateCC Contribution Agreements, signed by an executive officer in form and substance satisfactory to Investors, together with any other appropriate documentation required to document the various contributions contemplated thereby, including the transfer of the CC Assets to CompressionCo and the transfer of CompressionCo from Seller certifying as to the satisfaction Project Company, as well as the transfer of the conditions specified applicable Membership Interest in Sections 11.02(a) and 11.02(b)the Project Company by CRNF to Seller; (n) an executed Form W-9 for each of Seller and the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this AgreementProject Company; (o) a certificated copy evidence that all filings required pursuant to the HSR Act in respect of the minutes of Closing, if any, shall have been made and the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreementapplicable waiting period and any extensions thereof shall have expired or been terminated; (p) the shareholders registry evidence of the Companyamendment, assignment and replacement of the Existing CapturePoint Carbon Oxides Purchase Agreement, including release of all claims against Seller, CompressionCo and their respective Affiliates thereunder; (q) resignation letters of the directors of the Company;intentionally omitted; and (r) evidence reasonably satisfactory to Purchaser that all Encumbrances on the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (sCC Assets set forth on Schedule 3.2(q) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by Purchaserreleased.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver deliver, or cause to be delivered delivered, to Purchaser the following itemsBuyer, duly executed with respect to the extent applicable by each Specified Business, such bills of sale, instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and Buyer, as may be reasonably necessary to effect, in each case in accordance with the Affiliate(sterms of this Agreement (x) the assumption by Buyer of Seller that are party theretothe Assumed Liabilities Related to such Specified Business and (y) the conveyance, transfer and assignment to Buyer of the Transferred Assets Related to such Specified Business, including the following: (a) the Xxxx a duly executed counterpart of one or more Bills of Sale; (b) the a duly executed counterpart of one or more Assignment and Assumption AgreementAgreements; (c) the Intellectual Property a duly executed counterpart of one or more Transferred Investment Assignment and License AgreementAgreements; (d) the TANCO Supply Agreementa duly executed counterpart of one or more Intellectual Property Assignment Agreements; (e) the Transition Services Agreementa duly executed counterpart of one or more Lease Assignment Agreements; (f) the Corporate Split Agreementa duly executed counterpart of one or more Sublease Assignment Agreements; (g) the Contingent Payment Agreementa duly executed counterpart of one or more Rights-of-Way Assignment Agreements; (h) special warranty deeds (or local equivalent) in respect of the U.S. Promissory NotesTransferred Owned Real Property Related to such Specified Business; (i) duly executed certifications from Seller and each Subsidiary that in this Transaction will be a transferor described in Treasury Regulations Section 1.1445-1(g)(3) that Seller and such Subsidiaries are not foreign Persons within the Japan Promissory Notesmeaning set forth in Treasury Regulation Section 1.1445-2(b)(2)(iii)(A); it being understood that, notwithstanding anything to the contrary contained herein, if Seller fails to provide Buyer with such certifications, Buyer shall be entitled to withhold a portion of the Purchase Price in accordance with Section 1445 of the Code and the applicable Treasury Regulations; (j) the Guaranty Books and Security AgreementRecords Related to such Specified Business that are Transferred Assets (it being understood that Books and Records located on real property interests conveyed to Buyer at the Closing shall be deemed delivered pursuant to this Section 2.10(j)); (k) evidence of the Japan Security Agreementobtaining of, or, with respect to Seller Required Approvals that only require notice or filing, the notice or filing with respect to, the Seller Required Approvals or any LFA Approvals, in each case, Related to such Specified Business; (l) the Washington University Sub-licensecertificate to be delivered pursuant to Section 6.2(d); (m) a certificate, dated as certified copy of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(bConfirmation Order (including any amendments thereto); (n) duly executed counterparts of instruments providing Buyer the Selling Affiliate’s limited, irrevocable right, in the name, place and stead of Seller and any of its Affiliates, as attorney-in-fact of Seller and any of its Affiliates, to cash, deposit, endorse or negotiate checks received on or after the Closing Date made out to Seller or any of its Affiliates in payment for cable television, high speed Internet, telephony and related services and charges provided by the Specified Systems Related to such Specified Business, and evidence of written request instructions to the Company lock-box service provider or similar agents of Seller and any of its Affiliates to promptly forward to Buyer upon receipt all such other document required for Purchaser to complete the registration in the shareholders registry cash, deposits and checks representing accounts receivable of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreementsuch Specified Systems; (o) a certificated copy to the extent available using commercially reasonable efforts, (i) subject only to Permitted Encumbrances, such certificates and affidavits of Seller or its applicable Affiliate as may be reasonably requested by Buyer’s title insurance company necessary and satisfactory to Buyer in connection with the issuance of title insurance with respect to any Owned Real Property or Leased Real Property Related to such Specified Business and (ii) customary gap indemnities covering Seller’s acts for the period between Closing and the recording of the minutes applicable deed or assignment of lease with respect to such Owned Real Property or Leased Real Property; provided, that, except with respect to the board customary gap indemnities described in clause (ii) above, such certificates or affidavits shall be deemed not to have been reasonably requested if they would increase, in each case other than in a de minimis manner, the Liability of directors and/or shareholders meeting, as applicable, Seller or any of its Affiliates beyond the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser liability that would be incurred by Seller or its applicable Affiliates under a special warranty deed or would contain representations that are more extensive than those set forth in accordance with this Agreement; (p) the shareholders registry Transferred Cash Related to such Specified Business in immediately available funds by wire transfer to an account which has been designated by Buyer at least two Business Days prior to the Closing Date (it being understood that Transferred Cash shall be deemed delivered if it is either (i) located on real property interests being conveyed to Buyer at Closing or (ii) held in accounts assigned to Buyer pursuant to duly executed instruments of the Companyassignment that are reasonably satisfactory to Buyer); (q) resignation letters stock certificates (or other comparable evidence of ownership, if issued) representing the directors Transferred Investments Related to such Specified Business, duly endorsed for transfer or accompanied by executed stock transfer powers or other appropriate instruments of the Companyassignment and transfer; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy duly executed counterpart of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split;Escrow Agreement; and (s) original share certificates duly executed counterparts of the Company (if any have been issued since the date such other customary instruments of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Sellertransfer, assumptions, filings or documents, in form and substance reasonably satisfactory to PurchaserBuyer and Seller, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that as may be reasonably requested by Purchaserrequired to give effect to this Agreement.

Deliveries by Seller. On the Closing Date, Seller shall deliver or cause to be delivered to Purchaser -------------------- Buyer at the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoClosing: (a) the Xxxx of Sale; (b) the Assignment and Assumption Agreement; (c) the Intellectual Property Assignment and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) Certificates representing the Japan Promissory Notes;Company Shares duly endorsed in negotiable form or accompanied by stock powers duly executed in blank, with all transfer taxes, if any, paid in full. (jii) Certificates of the appropriate public officials to the effect that each of Seller, the Company was a validly existing corporation in good standing in its state of incorporation as of a date not more than 10 days prior to the Closing Date. (iii) Incumbency and specimen signature certificates dated the Closing Date, signed by the officers of Seller and the Company and certified by their respective Secretaries. (iv) True and correct copies of (A) the Guaranty Governing Documents (other than the bylaws) of Seller and Security Agreement; the Company as of a date not more than 10 days prior to the Closing Date, certified by the Secretaries of State of their respective states of incorporation and (kB) the Japan Security Agreement; (l) bylaws of Seller and the Washington University Sub-license; (m) a certificate, dated Company as of the Closing Date, signed certified by an executive officer their respective Secretaries. (v) Certificates of the respective Secretaries of Seller certifying and the Company (A) setting forth all resolutions of the Board of Directors of Seller, the Company and, if necessary, the stockholders of Seller, as the case may be, authorizing the execution and delivery of this Agreement and the performance by Seller or the Company of the transactions contemplated hereby, and (B) to the satisfaction effect that the Governing Documents of Seller or the Company, as the case may be, delivered pursuant to Section 6.03(a)(iv) were in effect at the date of ------------------- adoption of such resolutions, the date of execution of this Agreement and the Closing Date. (vi) General releases by all directors of the conditions specified in Sections 11.02(aCompany and by Seller of all liability of the Company to them and of any claim that they or any of them may have against the Company (exclusive of taxes, salaries and fringe benefits disclosed on Schedule 6.03(a)(vi) or as otherwise disclosed herein), ------------------------------------------------------ and 11.02(b); (n) general releases by the Selling Affiliate’s written request Company and Buyer to the Company's directors and Seller of all liability of the Company's directors and Seller to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of and any claim that the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement;may have against them. (ovii) a certificated copy of the minutes of the board of directors and/or shareholders meetingThe minute books, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry stock ledgers and corporate seal of the Company;. (qviii) resignation letters The opinion of the directors of Xxxxxxx X. Xxxxx, legal counsel to Seller and the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person;Buyer. (uix) payoff and termination letters with respect to each Resignations of the letters officers and directors of credit or bank guarantees listed on Schedule 4.02(u);the Company effective at the Closing. (vx) Powers of Attorneys or agency agreements, in form and substance satisfactory to Buyer, granting to Seller the books right, obligation and records referred power to in Section 7.03(a); anddeliver the Company Shares held by each Company Stockholder. (wxi) any Such other certificates or agreements and documents that as Buyer may be reasonably requested by Purchaserrequest.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver (or cause to be delivered delivered) to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoBuyer: (a) the Xxxx of Salecertificate required to be delivered pursuant to Section 5.3(d); (b) an executed counterpart to the (i) Servicing Agreement, (ii) Limited Assignment and Assumption Agreement, (iii) the Mutual Release and (iv) the Ancillary Transfer Documents; (c) the Intellectual Property Assignment and License Agreementwritten resignations, effective as of the Closing, of the current officers, managing member, manager or members of the board of managers or directors, as applicable, of Subsidiary; (d) all Contracts and other documents in the TANCO Supply Agreementpossession or control of ResCap or any of its controlled Affiliates exclusively related to, and copies of all Contracts and other documents in the possession or control of ResCap or any of its controlled Affiliates primarily related to or otherwise material to, Subsidiary’s ownership or operation of the Subject Assets (including, without limitation, permits, licenses, approvals, certificates of occupancy, plans, specifications, guaranties and warranties); (e) evidence of extinguishment of the Transition Services AgreementGMAC MHF Note in accordance with Section 2.2(c); (f) an affidavit sworn by Seller stating, under penalty of perjury, that its sole owner for U.S. Federal tax purposes (that is not disregarded) (the Corporate Split Agreement“Owner”) is not a foreign person as defined in Section 1445 of the U.S. Internal Revenue Code (the “Code”) and providing Owner’s United States tax identification number; (g) any Transfer Tax documentation required to be executed by Seller or Subsidiary in connection with the Contingent Payment Agreementpayment of any Transfer Taxes, if any; (h) evidence of the U.S. Promissory Notesreceipt of all Required Seller Consents; (i) the Japan Promissory Notes;minute books, the interest ledger, and books and records of Subsidiary and such other documents and instruments of Subsidiary as Buyer may reasonably request related to the ownership or operation of Subsidiary; and (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, documents and instruments as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by Purchaserand customarily required in the applicable jurisdiction to consummate the Sale pursuant to this Agreement.

Deliveries by Seller. On the Closing Date, Seller shall execute and deliver to Buyer or cause a Buyer Designee or, as the case may be, have provided to be delivered to Purchaser Buyer the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) the Xxxx of SaleCollateral Agreements; (b) the Assignment and Assumption AgreementBusiness Records, if any; (c) a certificate of an appropriate officer of Seller, dated the Intellectual Property Assignment Closing Date, certifying the fulfillment of the conditions set forth in Sections 7.2(a) and License Agreement(b), and an incumbency certificate of Secretary of Seller, dated the Closing Date, in customary form; (d) all such other bills of sale, assignments, and other instruments of assignment, transfer or conveyance as Buyer or a Buyer Designee may reasonably request or as may be otherwise necessary to evidence and effect the TANCO Supply transactions contemplated in this Agreement; provided that all information (including documents) capable of electronic transmission will be transmitted to Buyer or the applicable Buyer Designee in such manner, in which case such information shall not be transferred in any tangible form, and any inadvertent transfer of a tangible manifestation of such information shall promptly be returned to Seller upon discovery of Buyer’s or such Buyer Designee’s receipt thereof; (e) the Transition Services AgreementClosing Date Inventory Statement, as agreed upon by both Seller and Buyer; (f) Schedule showing no Encumbrances on any of the Corporate Split AgreementPurchased Assets other than Permitted Encumbrances; (g) Schedule showing no loans or borrowings on any of the Contingent Payment AgreementPurchased Assets; (h) the U.S. Promissory NotesUpdated Employee List; (i) a certified copy of all necessary corporate action approving the Japan Promissory NotesSeller’s execution, performance and delivery of this Agreement and the Collateral Agreements; (j) copies of Seller’s available financial records for the Guaranty and Security AgreementFoundry Operation, including the results of any appraisals conducted by Seller; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as of the Closing Date, signed by an executive officer of Required Consents which Seller certifying as remains required to the satisfaction of the conditions specified in Sections 11.02(a) obtain and 11.02(b); (n) the Selling Affiliate’s written request deliver pursuant to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a7.3(c); and (wl) any other certificates or documents Written confirmation from Seller of delivery of WARN Notices to all of the Foundry Operation Employees and that may be reasonably requested by Purchasersuch 90 day period has expired in accordance with applicable New York law.

Deliveries by Seller. On At the Closing DateClosing, Seller Sellers shall deliver or cause to be delivered to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoBuyer: (a) certificates representing the Xxxx Shares (other than the MDL Sweden Shares) duly endorsed in blank or accompanied by stock powers (or, with respect to the MDL Sweden Shares, if the MDL Sweden Certificate is not located prior to the Closing, a stock power without the accompanying certificate) or other applicable instruments of Saletransfer duly executed in blank form, with transfers duly executed by the registered holder thereof in favor of Buyer or Buyer’s designee, and any other documents which may be required to give valid title to the applicable Shares, free and clear of any Encumbrance, other than restrictions on transfer imposed under applicable securities Laws; (b) a duly executed counterpart of the Assignment and Assumption Transition Services Agreement substantially in the form attached hereto as Exhibit A (the “Transition Services Agreement”); (c) if the Intellectual Property Assignment and License AgreementMDL Sweden Certificate is located prior to the Closing, evidence that Buyer has been duly entered as the owner of the MDL Sweden Shares in the share register of MDL Sweden; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) copies of the Japan Promissory Notes; resolutions of the Board of Directors or other managerial body of each Seller, certified by a proper director or officer of such Seller, approving such party’s execution, delivery and performance of this Agreement and the other agreements to be executed and delivered by such Seller pursuant to this Agreement and (jii) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) an executed certificate of a certificateduly authorized officer of each Seller, dated as of the Closing Date, signed certifying that the execution and delivery of this Agreement, and the other agreements to be executed and delivered by an executive officer of such Seller certifying as pursuant to this Agreement, by such Seller and the satisfaction consummation by such Seller of the conditions specified transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of such Seller and its members or stockholders, as the case may be, in Sections 11.02(a) accordance with applicable Law and 11.02(b)such Seller’s organizational documents; (ne) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company a receipt for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this AgreementPurchase Price; (of) a certificated copy certificate executed by a duly authorized director or officer of each Seller certifying to the minutes of the board of directors and/or shareholders meetingmatters set forth in Sections 5.2(a), as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate 5.2(b) and 5.2(c) with respect to Purchaser in accordance with this Agreementsuch Seller; (pg) the shareholders registry Xxxx of Sale and Assignment Agreement substantially in the Companyform attached hereto as Exhibit C, duly executed by Elsevier UK and MDL (UK) Limited; (qh) resignation letters a duly executed counterpart of each of the following agreements (“Services Agreements”): (i) the Access and Hosting Agreement substantially in the form attached hereto as Exhibit D; (ii) the Contract Services Agreement substantially in the form attached hereto as Exhibit E; (iii) the Elsevier License Agreement substantially in the form attached hereto as Exhibit F; (iv) the MDL License Agreement substantially in the form attached hereto as Exhibit G; and (v) the Crossfire License Agreement substantially in the form attached hereto as Exhibit K. (i) certificates of good standing with respect to each MDL Group Company (if the jurisdiction of such entity issues good standing certificates), issued by the jurisdiction of incorporation or organization for each such entity, each dated a date that is as close to the Closing Date as reasonably practicable; (j) resignations or evidence of removal of the directors and officers of the CompanyMDL Group Companies, other than those persons whom Buyer specifies to Seller Representative at least five (5) days prior to the Closing Date; (rk) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Sellercertification, in form and substance reasonably satisfactory to PurchaserBuyer, certifying, under from Elsevier Inc. to the penalties of perjury, effect that Seller is, for U.S. federal income tax purposes, Elsevier Inc. is not a “foreign person; (u) payoff and termination letters with respect to each ” as defined in Section 1445 of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a)Code; and (wl) any other certificates or documents that may be reasonably requested Seller Releases substantially in the form attached hereto as Exhibit B, duly executed by Purchasereach Seller.

Deliveries by Seller. On Concurrently with the Closing DateClosing, Seller shall deliver (or cause to be delivered to Purchaser the following items, duly executed delivered) to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoPurchaser Parties: (a) evidence reasonably satisfactory to the Xxxx Purchaser Parties of Salethe capacity and authority of each person executing any document to be delivered by Seller to the Purchaser Parties at or prior to Closing; (b) resignations of each director of the Assignment and Assumption AgreementCompany; (c) the Intellectual Property Assignment copies of each consent, waiver, authorization and License approval required pursuant to Section 4.05 of this Agreement; (d) a Certificate of Good Standing of the TANCO Supply AgreementCompany issued by the Secretary of State of the State of Delaware and a Certificate of Foreign Qualification of the Company issued the Secretary of State of the State of California, each dated within ten (10) calendar days of the Closing; (e) copies of resolutions adopted by the Transition Services Agreementboard of directors of Seller authorizing and approving the execution and delivery of this Agreement and all agreements and other documents and instruments contemplated hereby and thereby and the consummation of the transactions contemplated hereby and thereby, certified to be true, complete, correct and in full force and effect by the Secretary of Seller; (f) a cross receipt duly executed by Seller acknowledging delivery by Sungy of the Corporate Split AgreementPurchase Consideration; (g) a copy of the Contingent Payment Assignment and Assumption Agreement, duly executed by Seller and the Company; (h) a copy of the U.S. Promissory NotesEscrow Agreement duly executed by Seller; (i) executed copies of employment and non-competition agreements substantially in the Japan Promissory Notesform of Exhibit C hereto between the Company and each of Xxxxxx Xxxxxx, Xxxxxxx Xxxxx Xxxxx, Xxxxxxx X. Xxxxxx and Xxxxx X. Xxx; (j) the Guaranty and Security AgreementFIRPTA Certificate, duly executed by the Company; (k) the Japan Security Agreement;FIRPTA Notice, duly executed by the Company; and (l) the Washington University Sub-license; (m) a certificatean opinion of Bird & Bird, UK counsel to Seller, dated as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from SellerClosing, in substantially the form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by Purchaserattached as Exhibit D hereto.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver deliver, or cause to be delivered delivered, to Purchaser Buyer, with respect to each Specified Business, such bills of sale, instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and Buyer, as may be reasonably necessary to effect, in each case in accordance with the following itemsterms of this Agreement (w) the assumption by Buyer of the Assumed Liabilities Related to such Specified Business (other than Assumed Liabilities retained by any Transferred Joint Venture Entity), duly executed (x) the conveyance, transfer and assignment to Buyer of the extent Transferred Assets Related to such Specified Business (and the retention by each Transferred Joint Venture Entity of the Transferred Assets to be retained by such Transferred Joint Venture Entity), (y) in the case of the Group 1 Business, the assumption by the applicable Seller JV Partner of all Liabilities of such Transferred Joint Venture Parent and its Subsidiaries (other than any such Liabilities that constitute Assumed Liabilities) and the assumption by Seller and or its Affiliate (other than a Transferred Joint Venture Entity or the Affiliate(sPalm Beach Joint Venture) of all other Excluded Liabilities to which the Group 1 Business is subject and (z) in the case of Group 1 Business, the conveyance, transfer and assignment to Seller that are party theretoof all Excluded Assets held by any Transferred Joint Venture Entity, including the following: (a) the Xxxx a duly executed counterpart of one or more Bills of Sale; (b) the a duly executed counterpart of one or more Assignment and Assumption AgreementAgreements; (c) the Intellectual Property a duly executed counterpart of one or more Transferred Investment Assignment and License AgreementAgreements; (d) the TANCO Supply Agreementa duly executed counterpart of one or more Intellectual Property Assignment Agreements; (e) the Transition Services Agreementa duly executed counterpart of one or more Lease Assignment Agreements; (f) the Corporate Split Agreementa duly executed counterpart of one or more Sublease Assignment Agreements; (g) the Contingent Payment Agreementa duly executed counterpart of one or more Rights-of-Way Assignment Agreements; (h) special warranty deeds (or local equivalent) in respect of the U.S. Promissory NotesTransferred Owned Real Property Related to such Specified Business; (i) the Japan Promissory Noteswith respect to each Transferred Joint Venture Parent, a duly executed counterpart of a JV Interest Assignment Agreement; (j) such instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Buyer and Seller, as may be necessary to effect the Guaranty assumption by Seller or its Affiliate (other than any Transferred Joint Venture Entity or the Palm Beach Joint Venture) of all Liabilities of such Transferred Joint Venture Parent and Security Agreementits Subsidiaries (other than any such Liabilities that constitute Assumed Liabilities) in accordance with Section 2.2; (k) duly executed certifications from Seller and each Subsidiary that in this Transaction will be a transferor described in Treasury Regulations Section 1.1445-1(g)(3) that Seller and such Subsidiaries are not foreign Persons within the Japan Security Agreementmeaning set forth in Treasury Regulation Section 1.1445-2(b)(2)(iii)(A); it being understood that, notwithstanding anything to the contrary contained herein, if Seller fails to provide Buyer with such certifications, Buyer shall be entitled to withhold a portion of the Purchase Price in accordance with Section 1445 of the Code and the applicable Treasury Regulations; (l) the Washington University Sub-licenseBooks and Records Related to such Specified Business that are Transferred Assets (it being understood that Books and Records located on real property interests conveyed to Buyer at the Closing shall be deemed delivered pursuant to this Section 2.12(l)); (m) a certificate, dated as evidence of the Closing Dateobtaining of, signed by an executive officer of or, with respect to Seller certifying as Required Approvals that only require notice or filing, the notice or filing with respect to, the Seller Required Approvals or any LFA Approvals, in each case, Related to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b)such Specified Business; (n) the Selling Affiliate’s written request certificate to the Company or such other document required for Purchaser be delivered pursuant to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this AgreementSection 6.2(d); (o) a certificated certified copy or copies of the minutes [Confirmation]Transaction Order (including any amendments thereto); (p) duly executed counterparts of instruments providing Buyer the limited, irrevocable right, in the name, place and stead of Seller and any of its Affiliates, as attorney-in-fact of Seller and any of its Affiliates, to cash, deposit, endorse or negotiate checks received on or after the Closing Date made out to Seller or any of its Affiliates in payment for cable television, high speed Internet, telephony and related services and charges provided by the Specified Systems Related to such Specified Business, and evidence of written instructions to the lock-box service provider or similar agents of Seller and any of its Affiliates to promptly forward to Buyer upon receipt all such cash, deposits and checks representing accounts receivable of such Specified Systems; (q) to the extent available using commercially reasonable efforts, (i) subject only to Permitted Encumbrances, such certificates and affidavits of Seller or its applicable Affiliate as may be reasonably requested by Buyer’s title insurance company necessary and satisfactory to Buyer in connection with the issuance of title insurance with respect to any Owned Real Property or Leased Real Property Related to such Specified Business and (ii) customary gap indemnities covering Seller’s acts for the period between Closing and the recording of the board applicable deed or assignment of directors and/or shareholders meetinglease with respect to such Owned Real Property or Leased Real Property; provided, as applicablethat, except with respect to the customary gap indemnities described in clause (ii) above, such certificates or affidavits shall be deemed not to have been reasonably requested if they would increase, in each case other than in a de minimis manner, the Liability of Seller or any of its Affiliates beyond the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser liability that would be incurred by Seller or its applicable Affiliates under a special warranty deed or would contain representations that are more extensive than those set forth in accordance with this Agreement; (pr) the shareholders registry Transferred Cash Related to such Specified Business (other than any Transferred Cash retained by any Transferred Joint Venture Entity) in immediately available funds by wire transfer to an account which has been designated by Buyer at least two Business Days prior to the Closing Date (it being understood that Transferred Cash shall be deemed delivered if it is either (i) located on real property interests being conveyed to Buyer at Closing or (ii) held in accounts assigned to Buyer pursuant to duly executed instruments of the Company; (q) resignation letters of the directors of the Company; (r) evidence assignment that are reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate SplitBuyer); (s) original share stock certificates (or other comparable evidence of ownership, if issued) representing the Company (if any have been issued since the date Transferred Investments Related to such Specified Business, duly endorsed for transfer or accompanied by executed stock transfer powers or other appropriate instruments of incorporation of the Company)assignment and transfer; (t) [a certificate under Section 1445(a) duly executed counterpart of the]duly executed counterparts of the Code from SellerEscrow Agreement and, in the case of the 363 Sale, if a deposit is to be made into the Transfer Tax Escrow Account, the Transfer Tax Escrow Agreement; and (u) duly executed counterparts of such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to PurchaserBuyer and Seller, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that as may be reasonably requested by Purchaserrequired to give effect to this Agreement.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver will deliver, or cause to be delivered to Purchaser delivered, the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoBuyer: (a) the Xxxx The Bill of Sale, duly executed by Seller; (b) Copies of any and alx xovernmental and other third party consents, waivers or approvals obtained by Seller with respect to the Assignment and Assumption transfer of the Purchased Assets, or the consummation of the transactions contemplated by this Agreement; (c) the Intellectual Property Assignment The opinion of counsel, officer's certificate and License Agreementother items contemplated by Section 7.1; (d) One or more special warranty deeds conveying the TANCO Supply AgreementReal Property to Buyer, substantially in the form of Exhibit I hereto, duly executed and acknowledged by Seller in recordable form, and any other customary certificates or other documents reasonably required by the title company; (e) the Transition Services AgreementAll Ancillary Agreements, duly executed by Seller; (f) the Corporate Split AgreementA FIRPTA Affidavit, duly executed by Seller; (g) Copies, certified by the Contingent Payment AgreementSecretary or Assistant Secretary of Seller, of corporate resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by Seller in connection herewith, and the consummation of the transactions contemplated hereby; (h) A certificate of the U.S. Promissory NotesSecretary or Assistant Secretary of Seller identifying the name and title and bearing the signatures of the officers of Seller authorized to execute and deliver this Agreement and the other agreements and instruments to be executed and delivered by Seller in connection herewith; (i) A certificate of good standing with respect to Seller (dated within three (3) Business Days of the Japan Promissory NotesClosing Date), issued by the Secretary of State of the State of Illinois; (j) To the Guaranty extent available, originals of the IBEW Collective Bargaining Agreements, all Seller's Agreements, Real Property Agreements and Security Transferable Permits to be transferred to Buyer hereunder, and, if not available, true and correct copies thereof, together with any required notices to and consents by other Persons which are parties to such Seller's Agreement, Real Property Agreements and Transferable Permits; (k) The assets of the Japan Security Decommissioning Funds to be transferred pursuant to Section 6.12 shall be delivered to the trustee under the Post-Closing Decommissioning Trust Agreement; (l) All such other instruments of assignment, transfer or conveyance as shall, in the Washington University Sub-license;reasonable opinion of Buyer and its counsel, be necessary or desirable to transfer to Buyer the Purchased Assets, in accordance with this Agreement and where necessary or desirable in recordable form; and (m) a certificateSuch other agreements, dated consents, documents, instruments and writings as of are required to be delivered by Seller at or prior to the Closing Date, signed by an executive officer of Seller certifying as Date pursuant to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company this Agreement or such other document otherwise reasonably required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by Purchaserherewith.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver deliver, or cause to be delivered delivered, to Purchaser Buyer: (i) a certificate or certificates evidencing the following itemsCMG Interests, along with such documentation as may be reasonably required to evidence that such CMG Interests have been duly assigned or transferred to Buyer; (ii) a certificate or certificates evidencing the Shares of CIH along with a duly executed transfer into the name of Buyer or as it may direct in respect of all of the Shares; (iii) an irrevocable power of attorney in a form agreed between the parties executed by RCI Europe to enable Buyer (during the period prior to the registration of the transfer of the Shares) to exercise all voting and other rights attaching to the Shares; (iv) with respect to (A) CMG and its Subsidiaries, corporate minute books and stock register/transfer ledger of CMG to the extent not held at the Real Properties, and (B) CIH and its Subsidiaries, the certificates of incorporation, common seal (if applicable), statutory registers, minute books, share certificate books and, to the extent not held at the Real Properties, books of account and all other books (each certified by the secretary of the relevant company as being duly written up to date); (v) the Patent Licenses, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party thereto: (a) the Xxxx of SaleCompanies; (bvi) the Assignment Master Transition Services Agreement, duly executed by Seller and Assumption Agreementthe Companies; (cvii) the Intellectual Property Assignment New Inter-Company Agreements, duly executed by Seller and License Agreementthe Companies; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (mviii) a certificatecertificate of an officer of each of Seller, CMG and CIH, dated as of the Closing Date, signed by an executive certifying (A) such Person’s Organizational Documents; (B) the incumbency of each officer executing this Agreement and the Ancillary Agreements, as applicable, to which it is a party and any other agreement, document or instrument contemplated hereby or thereby on behalf of Seller such Person to which it is a party; and (C) the resolutions of Seller, CMG and CIH’s board of directors or other applicable governing body and shareholders, if applicable, approving this Agreement and the Ancillary Agreements and all other agreements and documents contemplated hereby and thereby; (ix) certificates of the Secretaries of State or other applicable office or Governmental Entity in states or countries in which CMG and CIH is organized and qualified to do business, dated as of a date not more than thirty (30) Business Days prior to the Closing Date, certifying as to the satisfaction good standing of each CMG and CIH; provided, however, that with respect to any non-US Person, such certificate shall be as customarily certified by the conditions specified applicable Governmental Entity; (x) certificates identified in Sections 11.02(a) and 11.02(bSection 5.1(a)(iii); (nxi) the Selling Affiliate’s written request to the Company or such other document required evidence of satisfaction of all obligations for Purchaser to complete the registration Indebtedness described in the shareholders registry clause (i) of the Company for the transfer definition of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; Indebtedness (o) a certificated copy of the minutes of the board of directors and/or shareholders meetingincluding any interest, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such prepayment premiums or penalties and other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Companyfees and charges); (txii) a duly executed certificate under from Seller of non-foreign status in the form and manner that complies with Section 1445(a1445(b)(2) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a)Treasury Regulations thereunder; and (wxiii) any all other certificates documents required to be delivered by Seller on or documents that may be reasonably requested by Purchaserprior to the Closing Date pursuant to this Agreement.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver deliver, or cause to be delivered to Purchaser delivered, the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoBuyer: (a) The Assignment and Assumption Agreement, duly executed by the Xxxx of Saleapplicable Dynegy Sellers and delivered to Buyer; (b) Except as otherwise required in accordance with applicable Law, Buyer and Seller shall duly deliver to each other executed counterparts of the Assignment Membership Interest Transfer Agreements in respect of the Interests substantially in the form attached as Exhibit B, pursuant to which Seller shall transfer the Interests on a debt-free basis (including with respect to the Companies), free and Assumption Agreementclear of all Encumbrances and Seller shall attach thereto any certificates representing the Interests; (c) A certificate, duly executed by the Intellectual Property Assignment and License Agreementappropriate Non-DPG Affiliate of Seller, certifying facts as necessary to exempt the transactions hereunder from withholding under Section 1445 of the Code; (d) Copies of all solvency opinions, if any, received by Seller or its Affiliates relating to Seller in connection with the TANCO Supply consummation of the transaction described in the Merger Agreement or the transactions contemplated by this Agreement, subject to the consent of the provider of such opinion, and all fairness opinions, if any, received by Seller or its Affiliates in connection with the transactions contemplated by this Agreement (provided that, with respect to any such solvency or fairness opinions actually delivered to Buyer hereunder, Buyer shall be required to pay 50% of all fees and expenses incurred in connection with such opinions); (e) The resignations or removal of the Transition Services Agreement;officers and directors of the Companies and their Subsidiaries, except to the extent such officers are Continuing Employees; and (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty Such other agreements, documents, instruments and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated writings as of are reasonably required to be delivered by Seller at or prior to the Closing Date, signed by an executive officer of Seller certifying as Date pursuant to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company this Agreement or such other document otherwise reasonably required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by Purchaserherewith.

Deliveries by Seller. On At the Closing (or, in the case of those items contemplated by paragraph (f) below, at the Facilities on or before the Closing Date), Seller shall deliver will deliver, or cause to be delivered to Purchaser delivered, the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoBuyer: (a) All Ancillary Agreements, duly executed by Seller, as applicable, except for the Xxxx of SalePower Purchase Agreement which shall be executed prior thereto; (b) Copies of Seller's Required Regulatory Approvals and any and all consents, waivers or approvals set forth on Schedule 4.3(a) and obtained by Seller with respect to the Assignment transfer of the Included Assets, or the consummation of the transactions contemplated by this Agreement together with notice to, and Assumption Agreementif required by the terms thereof, consents by other Persons that are parties to (or have issued, in the case of the Transferable Permits) the Seller's Agreements, the Fuel Contracts and, to the extent reasonably necessary to operate the Facilities, the Transferable Permits; (c) Copies, certified by the Intellectual Property Assignment Secretary or any Assistant Secretary of Seller, of corporate resolutions authorizing the execution and License Agreementdelivery of this Agreement and the Ancillary Agreements and all of the other agreements and instruments to be executed and delivered by Seller in connection herewith and therewith, and the consummation of the transactions contemplated hereby and thereby; (d) A certificate of the TANCO Supply AgreementSecretary or any Assistant Secretary of Seller identifying the name and title and bearing the signatures of the officers of Seller authorized to execute and deliver this Agreement and the Ancillary Agreements and the other agreements and instruments contemplated hereby and thereby; (e) A certificate of good standing with respect to Seller, issued by the Transition Services AgreementSecretary of State of the State of Michigan; (f) To the Corporate Split Agreementextent reasonably available, originals or otherwise true and correct copies as certified by an officer of Seller of the Seller's Agreements, Fuel Contracts, Non-material Contracts, Emergency Equipment Easements, Transferred Employee Records and Transferable Permits and, if not reasonably available, true and correct copies thereof; (g) The assets of the Contingent Payment Qualified Decommissioning Fund to be transferred pursuant to Section 6.12, provided that such assets shall be delivered to the Trustee of the Post-Closing Decommissioning Trust Agreement; (h) All such other instruments of assignment, transfer or conveyance as shall, in the U.S. Promissory Notesreasonable opinion of Buyer and its counsel, be necessary or desirable to transfer to Buyer the Included Assets, in accordance with this Agreement and where necessary or desirable in recordable form; (i) Such other agreements, consents, documents, instruments and writings as are required to be delivered by Seller at or prior to the Japan Promissory NotesClosing pursuant to this Agreement or the Ancillary Agreements or otherwise reasonably required in connection herewith or therewith; (j) the Guaranty and Security AgreementSeller's FIRPTA Certificate; (k) the Japan Security AgreementThe WARN Certificate; (l) The Palisades Title Commitment and the Washington University SubBig Rock Title Commitment, down-license;dated/marked up to the Closing Date, each together with any owner's affidavits or similar documents required thereby. (m) a certificate, dated as Evidence of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction release of the conditions specified in Sections 11.02(a) and 11.02(b);Included Assets from the lien of the Mortgage Indenture; and (n) the Selling Affiliate’s written request The security required to the Company or such other document required for Purchaser be furnished by Seller pursuant to complete the registration in the shareholders registry Section 7.3 of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Power Purchase Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by Purchaser.

Deliveries by Seller. On At the Closing DateClosing, Seller Sellers shall deliver possession of all of the Shares to Purchaser, and Sellers shall deliver (or cause to be delivered delivered) to Purchaser originals or copies, if specified, of the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) counterparts of all agreements, documents and instruments required to be delivered by the Xxxx Company or any of SaleSellers pursuant to any of the Related Agreements duly executed by the Company or Sellers, as applicable; (b) the Assignment copies of each consent, waiver, authorization and Assumption approval required pursuant to Section 4.05 of this Agreement, except for those to be delivered pursuant to Section 2.04(c) below; (c) a Certificate of Good Standing of the Intellectual Property Assignment Company issued by the Secretary of State of the State of California and License Agreementcertificates of qualification to do business as a foreign corporation issued by the appropriate Governmental Entities of each state in which the nature of the Business or the ownership of assets in such state would require the Company to be qualified to do business in such state, each dated within thirty (30) calendar days of the Closing; (d) copies of resolutions adopted by the TANCO Supply Board of Directors and shareholders of the Company (including Sellers) authorizing and approving the execution and delivery of this Agreement, the Related Agreements and all agreements and other documents and instruments contemplated hereby and thereby and the consummation of the transactions contemplated hereby and thereby; (e) copies of the Transition Services Agreementcertified articles of incorporation of the Company, including all amendments thereto, certified as true, complete and correct and in full force and effect by the Secretary of the Company, and a copy of the Bylaws of the Company, including all amendments thereto, certified as true, complete and correct and in full force and effect by the Secretary of the Company; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, certificate dated as of the Closing Date, signed duly executed by an executive officer of Seller certifying as the Sellers’ Representative to the satisfaction effect that (i) all representations and warranties made by the Sellers (considered collectively and individually) in this Agreement, are true and correct in all material respects as of the Closing Date, except that representations and warranties made as of a specific date are true and correct in all material respects as of such date and (ii) Sellers have performed, complied and fulfilled in all material respects all of the covenants, agreements, obligations and conditions specified in Sections 11.02(a) required under this Agreement and 11.02(b)each of the Related Agreements to which it is a party to be complied with or fulfilled by the Sellers; (ng) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry evidences of the Company for releases of all Encumbrances on the transfer of Shares from the Selling Affiliate Shares, other than Permitted Encumbrances, each in form and substance satisfactory to Purchaser in accordance with this Agreementits sole discretion; (oh) counterparts of that certain Restricted Stock Unit Award Agreement (the “Restricted Unit Award Agreement”) by and between GLDD and each Seller set forth on the Employee Schedule attached hereto as Schedule D, in the form attached hereto as Exhibit C; (i) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of Lease by and between the Company approving and Magnus Real Estate Group, LLC, or its assigned entity (“Magnus Real Estate”), for the transfer of office space located in Rocklin, California (the Shares from “Office Lease”), duly executed by Magnus Real Estate and the Selling Affiliate to Purchaser Company, in accordance with this Agreementthe form attached hereto as Exhibit D; (pj) a copy of the shareholders registry Lease by and between the Company and Magnus Real Estate for the yard and warehouse space located in Rocklin, California (the “Yard Lease”), duly executed by Magnus Real Estate and the Company, in the form attached hereto as Exhibit E; (k) An executed Agreement of Merger, by and between the Company and Magnus Equipment Group (“MEG”), effectively merging MEG into the Company; (ql) resignation letters A consent in the form attached hereto as Exhibit F (the “Spousal Consent”), executed by the spouses of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books Sellers and records referred to in Section 7.03(a)Executives, as applicable; and (wm) such other documents as Purchaser may reasonably request for the purpose of otherwise facilitating the consummation or performance of any other certificates of the transactions contemplated by this Agreement or documents that may be reasonably requested by Purchaserany of the Related Agreements.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver or cause to be delivered to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoPurchaser: (a) one or more duly executed bills of sale in a reasonable form to be agreed upon by the Xxxx of SaleParties; (b) one or more duly executed assumption and assignment agreements in a form reasonably agreed upon by the Assignment Parties with respect to each of the Assumed Real Property Leases and Assumption Agreementthe Assumed Contracts; (c) an Assignment of the Intellectual Property Assignment set forth on Schedule 2.1(b)(ii) in the form of Exhibit A dated of even date herewith and License Agreementduly executed by Seller and, (ii) any additional assignments of Intellectual Property for conformity assignments of Intellectual Property as may be required by applicable laws; (d) the TANCO Supply Agreementan assignment of post-petition contracts and purchase orders of Seller to be selected by Xxxxxxxxx; (e) the Transition Services Agreementofficer’s certificate required to be delivered pursuant to Section 9.1(a) and Section 9.1(b); (f) a copy of the Corporate Split AgreementSale Order as entered by the Bankruptcy Court; (g) all keys to the Contingent Payment AgreementAcquired Locations and any and all passwords for all computers and security devices that are part of the Purchased Assets; (h) written instructions to the U.S. Promissory NotesEscrow Agent to release to Seller the Deposit; (i) possession of the Japan Promissory NotesPurchased Assets; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Sellertermination statements, in form and substance reasonably satisfactory to Purchaser, certifyingon Form UCC-3 or such other appropriate form that, under when filed or recorded, as the penalties of perjurycase may be, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff will be sufficient to release any and termination letters with respect to each of all Liens against the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a)Purchased Assets; and (wk) any other certificates or documents that may as shall be reasonably requested by Purchaser, such other instruments of assignment, assumption, conveyance and transfer of any and all of the Purchased Assets and Assumed Liabilities, duly executed by Seller (or Affiliate of Seller, as the case may be), together with any transfer tax declarations or other filings, in form and substance reasonably acceptable to Purchaser, as shall be necessary or advisable to transfer good and marketable title to the Purchased Assets to Purchaser in accordance with this Agreement. (l) a certificate from the State of Illinois stating that Seller is in good standing.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver or cause to be delivered to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoPurchaser: (a) (i) One or more certificates representing the Xxxx Xxxxx USA Common Shares and one or more certificates representing the Xxxx Xxxxx USA Preferred Shares, each such certificate to be duly and validly endorsed in favor of SalePurchaser or accompanied by a separate stock power duly and validly executed by Seller and otherwise sufficient to vest in Purchaser good and marketable title to the Xxxx Xxxxx USA Common Shares and the Xxxx Xxxxx USA Preferred Shares; or (ii) in the event the Reorganization is consummated prior to the Closing, evidence of the JCG LLC Interests sufficient to vest in Purchaser good and marketable title to 100% of the JCG LLC Interests; (b) A receipt for the Assignment Estimated Cash Consideration and Assumption Agreementthe Stock Consideration; (c) A certificate of Seller, dated the Intellectual Property Assignment Closing Date and License Agreementsigned by an authorized officer of Seller, certifying that the conditions set forth in Section 5.2(a) and Section 5.2(b) have been satisfied; (d) A certificate of the TANCO Supply AgreementSecretary or an Assistant Secretary of Seller, dated the Closing Date, setting forth the resolutions of the Board of Directors of Seller authorizing the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions have not been amended or rescinded and are in full force and effect; (e) A copy of (i) the Transition Services Agreementarticles or certificates of incorporation, as amended (or comparable organizational documents), of JCG LLC, the Company and each Company Subsidiary, certified by the Secretary of State of the jurisdiction in which each such entity is incorporated or organized, as of a date reasonably close to the Closing Date, accompanied by a certificate of the Secretary or Assistant Secretary of each such entity, dated the Closing Date, stating that no amendments have been made to such articles or certificate of incorporation (or comparable organizational documents) since such date, and (ii) the bylaws, as amended (or comparable organizational documents), of JCG LLC, the Company and each Company Subsidiary, accompanied by a certificate of the Secretary or Assistant Secretary of each such entity, dated the Closing Date, stating that such bylaws are currently in effect; (f) Certificates of good standing or existence for JCG LLC, the Corporate Split Agreement; Company and each Company Subsidiary from the Secretary of State of the jurisdiction in which such entity is incorporated or organized, as of a date reasonably close to the Closing Date, and in the case of the Company (g) or, in the Contingent Payment Agreement; (h) event the U.S. Promissory Notes; (i) Reorganization is consummated prior to the Japan Promissory Notes; (j) Closing, JCG LLC), accompanied by a bring down certificate from the Guaranty and Security Agreement; (k) Secretary of State of the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, State of Delaware dated as of the Closing Date; (g) A statement described in Section 1.1445-2(c)(3)(i) of the Treasury Regulations (as defined in Section 2.18(m) below) certifying that the interests in the Company (or, signed in the event the Reorganization is consummated prior to the Closing, JCG LLC) are not U.S. real property interests; (h) Copies of payoffs and other evidence of repayment or cancellation, termination or release of Indebtedness (as defined in Section 4.3(c)) as required by an executive officer Section 4.3(c)) and, provided that Purchaser has assumed the 8.5% Notes, evidence of Seller certifying as to having taken the satisfaction of the conditions specified actions described in Sections 11.02(a) and 11.02(bSection 4.3(d); (ni) Written resignations, effective as of the Selling Affiliate’s written request to Closing (or evidence of the prior resignation or removal), from all members, directors and officers of JCG LLC, the Company or such and each Company Subsidiary, other document required for Purchaser to complete than individuals who are Continuing Employees (as defined in Section 4.12(a) below), from all of their respective positions as members, directors and/or officers of JCG LLC, the registration in the shareholders registry Company and/or any of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a)Subsidiaries; and (wj) any other certificates or documents that may be reasonably requested A counterpart of the Transition Services Agreement, duly executed by PurchaserSeller.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver deliver, or cause to be delivered to Purchaser delivered, the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoBuyer: (a) the Xxxx of SaleOne or more Special Warranty Deeds, duly executed by Seller and in recordable form; (b) the Assignment and Assumption AgreementThe Bills of Sale, duly executed by Seller; (c) the Intellectual Property The Assignment and License AgreementAssumption Agreements, duly executed by Seller; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from SellerEvidence, in form and substance reasonably satisfactory to PurchaserBuyer, certifying, under the penalties of perjury, demonstrating that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of has obtained the letters of credit or bank guarantees listed Seller's Required Regulatory Approvals set forth on Schedule 4.02(u7.2(c); (ve) A FIRPTA Affidavit, duly executed by Seller; (f) Copies, certified by the books Secretary or Assistant Secretary of Seller, of resolutions authorizing the execution, delivery and records referred performance of this Agreement, each Additional Agreement to which Seller is a party and all of the other agreements and instruments, in Section 7.03(a)each case, to be executed, delivered and performed by Seller in connection herewith; (g) A certificate of the Secretary or Assistant Secretary of Seller identifying the name and title and bearing the signatures of the officers of Seller authorized to execute and deliver this Agreement, each Additional Agreement to which Seller is a party and the other agreements and instruments contemplated hereby; (h) All such other agreements, documents, instruments and writings as shall, in the reasonable opinion of Buyer and its counsel, be necessary to sell, assign, convey, transfer and deliver to Buyer the Purchased Assets, in accordance with this Agreement and, where necessary or desirable, in recordable form, provided that Seller shall not be required to prepare or obtain any survey, abstract, title opinion or title insurance policy with respect to the Real Property; and (wi) any Such other certificates agreements, documents, instruments and writings as are reasonably required to be delivered by Seller at or documents that may be prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Purchaserrequired in connection herewith.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver deliver, or cause to be delivered delivered, to Purchaser Buyer the following: (i) duly executed bills of sale, assignment and assumption agreements and such other documents, agreements, certificates and instruments evidencing, to the reasonable satisfaction of Buyer, that the Pre-Closing Restructuring has been consummated, including the following items(collectively, the “Pre-Closing Restructuring Agreements”): (A) a duly executed xxxx of sale, assignment and assumption agreement, substantially in the form attached hereto as Exhibit A (the “Excluded Assets and Retained Liabilities Transfer Agreement”), evidencing the transfer of the Excluded Assets and the assumption of the Retained Liabilities from the Company to Seller or one of the Retained Subsidiaries, in each case to the extent applicable held by Seller the Company immediately prior to the Closing and not transferred or assigned from the Affiliate(s) Company as part of Seller that are party thereto: (a) the Xxxx of SalePre-Closing Restructuring; (bB) a duly executed xxxx of sale, assignment and assumption agreement substantially in the Assignment form attached hereto as Exhibit B (the “Rolling Mill Assets and Assumption Assumed Liabilities Transfer Agreement”), evidencing the transfer of any Rolling Mill Assets and Assumed Liabilities from Seller or any of the Retained Subsidiaries to the Company, in each case to the extent held by Seller or any of the Retained Subsidiaries immediately prior to Closing and not transferred or assigned to the Company as part of the Pre-Closing Restructuring; (C) evidence reasonably satisfactory to Buyer of the valid and effective transfer to the Company of the Rolling Mill Affiliates’ rights, title and interest in and to all Rolling Mill IP not held by the Company as of the date of this Agreement; (cD) the Intellectual Property Assignment documents, agreements, certificates and License Agreementinstruments listed on Schedule 5.24; (dE) a duly executed assignment agreement assigning to the TANCO Supply AgreementCompany the rights of Seller and/or its Affiliates under all confidentiality agreements entered into by Seller and/or its Affiliates, as applicable, in connection with the process to sell the Rolling Mill Business; and (F) such other documents, agreements, certificates and instruments as reasonably requested by Buyer; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (mii) a certificate, in form and substance reasonably acceptable to Buyer, executed by the appropriate officers or authorized persons of Seller, dated as of the Closing Date, signed by an executive officer and certifying that attached thereto are true, correct and complete copies of: (i) the certificate of Seller certifying as to the satisfaction formation of the conditions specified Company and the Company LLC Agreement, each as amended and as in Sections 11.02(aeffect as of the Closing Date; (ii) the resolutions or written consent duly adopted by the Equity Seller, as the sole member of the Company, approving the transactions contemplated by this Agreement (including the Pre-Closing Restructuring) and 11.02(b)the Ancillary Agreements, which resolutions or written consent have not been modified, rescinded, or amended and are in full force and effect as of the Closing Date; (niii) the Selling Affiliate’s written request Assignment and any other evidence of the transfer and assignment of the Equity to Buyer as may be reasonably requested by Buyer to evidence such transfer, each duly executed by the Company or such other document required for Purchaser to complete Equity Seller; (iv) a certificate evidencing the registration in the shareholders registry good standing of the Company for in the transfer State of Shares from Delaware and the Selling Affiliate State of Indiana dated no more than five (5) Business Days prior to Purchaser in accordance with this Agreementthe Closing Date; (ov) a certificated copy of evidence reasonably satisfactory to Buyer that all Encumbrances on the minutes of Equity, the board of directors and/or shareholders meeting, as applicable, of Rolling Mill Assets and the Company approving Rolling Mill Real Property (other than Permitted Encumbrances) shall have been terminated and released effective prior to or upon the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this AgreementClosing; (pvi) an agreement with respect to each Terminating Intercompany Agreement, in each case duly executed by each party thereto and in form and substance reasonably acceptable to Buyer, pursuant to which each Terminating Intercompany Arrangement shall be terminated at or prior to the shareholders registry Closing with no further obligation binding on, or Liability of Buyer or the Company; (qvii) resignation letters a certificate dated of the directors Closing Date executed by a duly authorized officer of Seller attesting to the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completedmatters set forth in Section 6.2(a), includingSection 6.2(b), if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Companyand Section 6.2(d); (tviii) a certificate under Section 1445(a) of an IRS Form W-9, duly executed by the Code from Equity Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (uix) payoff a copy of the Transition Services Agreement, duly executed by the Equity Seller; (x) a copy of the Metal Supply Agreement, duly executed by Xxxxxxx Newco and termination letters Seller; (xi) a copy of the Ground Lease, duly executed by Xxxxxxx Real Estate, and the Landlord Lease Guaranty (as defined in the Ground Lease), duly executed by Seller; (xii) all documents and other information reasonably requested by a national title insurance company for the provision of title insurance to the Company subject to Permitted Encumbrances with respect to each the Ground Lease, including, without limitation, evidence of authority and good standing, a landlord estoppel certificate, and customary indemnities and title and survey affidavits; provided, however, that the letters issuance of credit or bank guarantees listed on Schedule 4.02(u)any such insurance policy shall not be a condition to Closing and to the extent any such policy is issued it shall be at the sole costs and expense of Buyer; (vxiii) a copy of the books ATC Lease Agreement, duly executed by the Equity Seller; (xiv) a copy of the IP License Agreement, duly executed by the Equity Seller; (xv) written resignations of each officer, director and records referred to in Section 7.03(amanager of the Company set forth on Schedule 2.2(a)(xv), effective upon the Closing; and (wxvi) any such other certificates or documents that may be and instruments as Buyer reasonably requested by Purchaserrequests to consummate the transactions contemplated hereby.

Deliveries by Seller. On At or prior to the Closing DateClosing, Seller shall will deliver or cause to be delivered to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoBuyer: (a) the Xxxx of Sale, duly executed by Seller; (b) the Assignment and Assumption Agreement and the Transition Services Agreement, duly executed by Seller; (c) the Intellectual Property Assignment and License all consents, waivers or approvals, in form reasonably satisfactory to Buyer, obtained by Seller from third parties in connection with this Agreement; (d) the TANCO Supply Agreementcertificate contemplated by Section 8.2(d); (e) one or more deeds of conveyance of the Transition Services Agreementparcels of Real Property with respect to which Seller holds fee interests, substantially in the form of the Special Warranty Deed, duly executed and acknowledged by Seller and in recordable form; (f) one or more (as reasonably requested by Buyer) instruments of assignment or conveyance, substantially in the Corporate Split Agreementform of the Assignment of Easements, as are necessary to transfer the Easements and the Shared Easement Rights pursuant to Section 7.4(b); (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or all such other document required for Purchaser to complete the registration instruments of assignment or conveyance as are reasonably requested by Buyer in the shareholders registry of the Company for connection with the transfer of Shares from the Selling Affiliate Purchased Assets to Purchaser Buyer in accordance with this Agreement; (oh) a certificates of title for certificated copy of the minutes of the board of directors and/or shareholders meetingmotor vehicles or other titled Purchased Assets, duly executed by Seller as applicable, of the Company approving the may be required for transfer of the Shares from the Selling Affiliate such titles to Purchaser in accordance with Buyer pursuant to this Agreement; (pi) terminations or releases of Encumbrances on the shareholders registry of Purchased Assets other than the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a)Permitted Encumbrances; and (wj) any such other certificates agreements, documents, instruments, and writings as are required to be delivered by Seller at or documents that may be reasonably requested by Purchaserprior to the Closing Date pursuant to this Agreement.

Deliveries by Seller. On At the Closing DateClosing, Seller is delivering to Buyer, the following, which shall deliver or cause be in form and substance acceptable to be delivered to Purchaser Buyer and Buyer’s counsel: 7.1 Documents and instruments of transfer for the following itemsAssets including, duly executed without limitation, a Bxxx of Sale in substantially the form of Exhibit B (the “Bxxx of Sale”) for all Tangible Property, assignments of all Intangibles (including all Intellectual Property Rights appurtenant thereto) and assignments of all assignable licenses and Permits relating to the extent applicable by Seller Assets or the use, occupancy or operation thereof including, but not limited to, documents in substantially the form of Exhibit C (the “U.S. Trademark Assignment and Worldwide Omnibus Assignment of Intellectual Property”), Exhibit D (the Affiliate(s“Copyright Assignment”), Exhibit E (“Grant of Security Interest in Trademarks”), Exhibit F (“Grant of Security Interest in Copyright”) of Seller that are party thereto: and Exhibit G (a) the Xxxx of Sale; (b) the “Assignment and Assumption Agreement”), each signed by Seller; 7.2 An Officer’s certificate of Seller (c) the Intellectual Property Assignment and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) Date and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to PurchaserBuyer) certifying and setting forth (i) the names, certifyingsignatures and positions of the directors and the officers of Seller, under as applicable, authorized to execute any agreements contemplated herein to which Seller is a party, (ii) a copy of the penalties resolutions adopted by the board of perjurydirectors of Seller authorizing the execution, delivery and performance of this Agreement, any agreement contemplated herein to which Seller is a party and the transactions contemplated thereby, (iii) a copy of Seller’s certified corporate organizational documents and (iv) a certificate, dated no earlier than five (5) days prior to the Closing Date, that Seller is, for U.S. federal income tax purposes, not a foreign personis in good standing in its jurisdiction of formation; 7.3 An Officer’s certificate of Seller (udated the Closing Date and in form and substance reasonably satisfactory to Buyer) payoff certifying that: (x) the representations and termination letters warranties made by Seller herein shall be true and correct in (i) all material respects with respect to those representations and warranties that are not qualified by materiality and (ii) all respects with respect to all other representations and warranties, in each case at and as of the letters date of credit this Agreement and the Closing and (y) Seller shall have performed and complied in all material respects with all agreements and conditions contained in this Agreement that are required to be performed or bank guarantees listed on Schedule 4.02(u)complied with by it prior to or at the Closing; (v) the 7.4 Copies or originals of all files, papers, books and records referred used exclusively in connection with the Business or the Assets, licenses, permits, approvals, applications, correspondence, and other documents relative to the Assets; 7.5 Amendments to uniform commercial code financing statements required to be executed in Section 7.03(aconnection with the Security Release and the release of all other Assets; 7.6 A Product License Agreement (the “Product License Agreement”); and (w) any other certificates or documents that may be reasonably requested , between OP Holdings and Seller, in the form attached as Exhibit H hereto, signed by Purchaser.Seller;

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver will deliver, or cause to be delivered to Purchaser delivered, the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoBuyer: (a) the Xxxx The Bill of Sale, duly executed by Seller; (b) Copies ox xxy and all consents, waivers or approvals obtained or required to be obtained by Seller from Government Authorities or non-governmental Persons with respect to the Assignment and Assumption transfer of the Assets, or the consummation of the transactions contemplated by this Agreement; (c) One or more Special Warranty Deeds conveying title to the Intellectual Real Property Assignment to Buyer, duly executed and License Agreementacknowledged by Seller and in recordable form; (d) An opinion from Seller's general counsel, dated the TANCO Supply AgreementClosing Date, substantially in the form of Exhibit D attached hereto, and opinions from Seller's Bond Counsel, dated the Closing Date, substantially in the form of Exhibit E attached hereto; (e) the Transition Services The Assignment and Assumption Agreement, duly executed by Seller; (f) the Corporate Split AgreementA FIRPTA Affidavit, duly executed by Seller; (g) Copies, certified by the Contingent Payment AgreementSecretary or Assistant Secretary of Seller, of corporate resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by Seller in connection herewith, and the consummation of the transactions contemplated hereby; (h) A certificate of the U.S. Promissory NotesSecretary or Assistant Secretary of Seller identifying the name and title and bearing the signatures of the officers of Seller authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (i) Certificate of Good Standing with respect to Seller, issued by the Japan Promissory NotesSecretary of State of the State of Delaware; (j) To the Guaranty extent available, originals of all Assigned Agreements, Real Property Leases and Security AgreementTransferable Permits and, if not available, true and correct copies thereof (delivery of the foregoing documents will be deemed made in the case of any such documents then located at any of the offices included in the Assets, but only to the extent that Seller delivers to Buyer a schedule generally identifying each such office and the general categories of documents located in each such office); (k) All such other instruments of assignment, transfer or conveyance as shall, in the Japan Security Agreementreasonable opinion of Buyer and its counsel, be necessary to transfer the Assets to Buyer, in accordance with this Agreement and where necessary or desirable in recordable form; (l) Such other agreements, documents, instruments and writings as are required to be delivered by Seller at or prior to the Washington University Sub-license;Closing Date pursuant to this Agreement or otherwise reasonably requested by Buyer in connection herewith; and (m) a certificate, A certificate dated as of the Closing DateDate executed by Seller's President, signed by an executive officer of Seller certifying as Public Services Sector, to the satisfaction of effect that, to such officer's Knowledge, the conditions specified set forth in Sections 11.02(a7.1(e) and 11.02(b); (nf) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from satisfied by Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by Purchaser.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver or cause to be delivered to Purchaser Buyer the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) the a Xxxx of Sale, for the Acquired Assets in the form of Exhibit E attached hereto, duly executed by Seller; (b) the an Assignment and Assumption Agreement, in the form of Exhibit F attached hereto (the “Assignment and Assumption Agreement”), duly executed by Seller, transferring to Buyer (i) all right, title and interest in and to the Assigned Contracts and (ii) the obligations included in the Assumed Liabilities; (c) a Special Warranty Deed, in the Intellectual Property Assignment form of Exhibit D attached hereto, duly executed and License Agreementacknowledged by Seller, transferring to Buyer all right, title and interest in and to the Real Estate and Improvements; (d) the TANCO Supply MPSA Release Agreement and the CIT Settlement Agreement, duly executed by Seller; (e) the Transition Services Agreementcertificate of Seller referenced in Section 7.02(b); (f) the Corporate Split Agreementcertificate of Seller as to the incumbency of the officers, directors or other authorized Persons of Seller executing this Agreement and the other Transaction Documents to which it is a party on behalf of Seller; (g) a duly executed certificate from Seller (for federal income tax purposes) that such Person is not a “foreign person” as defined in Section 1445 of the Contingent Payment AgreementCode, substantially in the form of Exhibit G attached hereto; (h) keys, security codes and similar security items related to the U.S. Promissory Notesbuildings and structures situated on the Real Estate and/or comprising a part of the Real Property and the Acquired Assets; (i) motor vehicle title certificates for any and all motor vehicles comprising part of the Japan Promissory NotesAcquired Assets, endorsed by Seller, as required by applicable Law, to transfer title thereof to Buyer; (j) evidence of payment, or escrow, of all remaining amounts due or to be due under outstanding DEP consent orders relating to the Guaranty and Security AgreementFacility; (k) if all Environmental Permits have not been transferred to Buyer, the Japan Security AgreementOperating Agreement executed by Seller; (l) a closing statement agreed to by Buyer, Seller and the Washington University Sub-licenseReceiver setting forth in reasonable detail the financial transactions contemplated by this Agreement including the payments to be made from the Purchase Price at Closing (the “Closing Statement”); (m) a certificate, dated as an opinion of the Closing Date, signed by an executive officer of legal counsel to Seller certifying as reasonably satisfactory to Buyer’s counsel with respect to the satisfaction of the conditions specified matters set forth in Sections 11.02(a) Section 3.01, Section 3.02, Section 3.03, and 11.02(b);Section 3.04; and (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, documents and instruments as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by Purchasernecessary to effect the intent of this Agreement and to consummate the Contemplated Transaction.

Deliveries by Seller. On the Closing Date, Seller shall deliver (or cause shall caused to be delivered on its behalf) to Purchaser the following items, duly executed to the extent applicable by Seller agreements and the Affiliate(s) of Seller that are party theretodocuments: (a) the Xxxx of Sale[Reserved]; (b) the Assignment and Assumption NRTC Agreement, duly executed by Seller; (c) (i) a certificate of good standing for the Intellectual Property Assignment Company, dated as of the Closing Date or the most recent date practicable prior thereto, issued by the Secretary of State of the State of Delaware; (ii) a certificate of good standing for the Company, dated as of the Closing Date or the most recent date practicable prior thereto, issued by the Secretary of State of each of New York, New Jersey and License AgreementPennsylvania; and (iii) a copy of the certificate of incorporation of the Company, including all amendments thereto, certified as of the Closing Date or the most recent date practicable prior thereto by the Secretary of State of the State of Delaware; (d) a certificate of an authorized officer of Laurus, certifying that Laurus consents to and approves of the TANCO Supply sale of the Shares and the other transactions contemplated by this Agreement; (e) evidence that each of the Transition Services AgreementExisting Notes and each Existing Note Document has been duly terminated, canceled, amended and/or otherwise modified, such that neither the Company nor Purchaser shall have any liabilities or obligations thereunder from and after the Closing; (f) the Corporate Split AgreementLandlord Consent, duly executed and delivered by the Landlord; (g) evidence that each director of the Contingent Payment AgreementCompany in office immediately prior to the Closing has tendered to the Company his or her resignation as a director, effective as of the Closing; (h) a certificate of an authorized officer of Seller, certifying the U.S. Promissory Notes; (i) completeness and accuracy, in all material respects, of all of the Japan Promissory Notes; (j) the Guaranty representations and Security warranties made by Seller in this Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as though made on and as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (wi) any such other certificates or documents that and instruments as in the opinion of counsel for Purchaser may be reasonably requested by Purchaserrequired to effectuate the terms of this Agreement and to comply with the terms hereof.

Deliveries by Seller. On At the Closing DateClosing, in addition to the delivery of items required by Section 7, Seller shall deliver deliver, or cause to be delivered delivered, to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party thereto: (a) An Assignment and Assumption of Beneficial Ownership Interests assigning the Xxxx of SalePurchased Shares to Purchaser, in the form attached hereto as Exhibit F (the “Assignment and Assumption”), together with original certificates evidencing the Purchased Shares and any Equity Interests in any Target Company Group Member, including (if applicable) the Property Owner Subsidiary or the Master Tenant, and written confirmation that the transfer conditions set forth in such certificates have been satisfied or waived; (b) the Assignment Resignations of each individual then serving as a trustee, director or officer of any Target Company Group Member (and Assumption Agreementany such individual who has previously served in such capacity but is now employed by Seller or its Affiliate), together with a waiver by such Persons of any rights to indemnification or other recourse in favor of each such Target Company Group Member, in each case in reasonable and customary form and substance; (c) the Intellectual following documents, in each case, executed by each Seller Group Member that is a signatory thereto: (i) the Seller Closing Certificate, (ii) the Mutual Release, (iii) the BDN Property Assignment Management Agreement, (iv) the Xxxx License Agreement, and License (v) if not executed prior to Closing, the Amended and Restated GSA-IRS Rent Allocation Agreement; (d) any document required to be executed by Seller for Purchaser to make the TANCO Supply AgreementName Change Filings in accordance with Section 6.9(b), provided that Purchaser provides a draft of each such document to Seller for (and subject to) Seller’s review and approval (which shall not be unreasonably withheld, delayed or conditioned) at least five (5) Business Days prior to Closing; (e) for each Target Company Group Member, a reasonably current good standing certificate (or equivalent document) issued by the Transition Services Agreement;secretary of state of (i) its jurisdiction of formation, and (ii) each state where such Person is qualified to do business as a foreign entity. (f) for each Target Company Group Member, copies of its Organizational Documents as in effect on the Corporate Split AgreementClosing Date certified as being true, correct and complete by an officer of Seller; (g) copies of the Contingent Payment AgreementTarget Company Consents, in reasonable and customary form(s); (h) a certification from each Seller Party as to its non-foreign status in the U.S. Promissory Notesform attached hereto as Exhibit G (a “FIRPTA Certificate”); (i) the Japan Promissory NotesGSA Statement of Lease (as defined in Section 6.5), and, if obtained pursuant to Section 6.3(e), the GSA-IRS SNDA (as defined in Section 6.3(e)), each executed by an authorized representative of the GSA; (j) all transfer tax forms as may be required in connection with the Guaranty and Security Agreementconsummation of the Transactions; (k) the Japan Security Agreementaffidavits, certificates or other documents required by the Title Company to issue a new owner’s and leasehold policy of title insurance on the 2006 ALTA Form covering the Property, the form(s) of which are attached hereto as Exhibit R; (l) a notice to the Washington University SubGSA-licenseIRS informing the GSA-IRS of the change in ownership (the “Tenant Notice”) in the form prepared by Purchaser and provided to Seller for (and subject to) Seller’s review and approval (which shall not be unreasonably withheld, delayed or conditioned) at least five (5) Business Days prior to Closing; (m) a certificatenotice to the counterparties to all Contracts (other than the existing property management agreement which shall be terminated by Seller at Closing pursuant to Section 6.2(d) hereof), dated as reciprocal easement agreements and other applicable documents related to the Property, informing such counterparties of the change in ownership, in the form prepared by Purchaser and provided to Seller for (and subject to) Seller’s review and approval (which shall not be unreasonably withheld, delayed or conditioned) at least five (5) Business Days prior to Closing Date, signed by an executive officer of Seller certifying as to (the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b“Counterparty Notice”); (n) the Selling Affiliate’s written request if not recorded prior to the Company or such other document required for Purchaser to complete Closing Date, a memorandum of the registration GSA-IRS Parking Area Lease, in the shareholders registry of form required thereunder, duly executed and acknowledged by the Company for BDN Garage Owner and the transfer of Shares from the Selling Affiliate to Purchaser Master Tenant and in accordance with this Agreementrecordable form; (o) a certificated copy of an estoppel certificate duly executed by the minutes of BDN Garage Owner in the board of directors and/or shareholders meetingform attached hereto as Exhibit U, as applicable, of which shall be dated no more than thirty (30) days prior to the Company approving Closing Date and confirm in all material respects the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreementmatters set forth therein; (p) reasonable and customary evidence that the shareholders registry of the CompanyCTL Garage Loan has been (or is being) repaid or defeased at or prior to Closing; (q) resignation letters all keys and access codes to any portion of the directors of Property, to the Companyextent in Seller’s possession or control; (r) evidence reasonably satisfactory all leasing and other files relating to Purchaser that the Corporate Split has been completedProperty and all Permits, includingbooks, if availablerecords and reports and other intangibles relating to the Property, a certified copy of to the corporate registration showing the completion of the Corporate Split together with extent such other evidence Purchaser reasonably requests items are in connection with the Corporate SplitSeller’s possession or control; (s) original share certificates if and to the extent obtained pursuant to Section 6.3(f), such acknowledgments and consents as Purchaser’s lender may reasonably require from the BDN Garage Owner in connection with the assignment of the Company (if GSA-IRS Parking Area Lease and any have been issued since similar documents provided as security for the date of incorporation of the Company)loan made by such lender; (t) a certificate documentation, in reasonable and customary form, setting forth any updates to the amount of the unpaid “5th Year Contribution” as defined in and arising under Section 1445(a5.1(b) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under Sodexo Management Agreement which occur during the penalties of perjury, Contract Period (Purchaser acknowledges that Seller is, for U.S. federal income tax purposes, not a foreign personhas previously Made Available to Purchaser satisfactory documentation regarding the amount of the unpaid “5th Year Contribution” as of the Effective Date); (u) payoff a settlement statement, in reasonable and termination letters with respect to each of customary form, setting forth the letters of credit or bank guarantees listed on Schedule 4.02(uPurchase Price and the prorations and adjustments contemplated hereunder (the “Settlement Statement”); (v) the books Penn ROFO Waiver and records referred Modification, duly executed and acknowledged by Property Owner Subsidiary and UPenn and in recordable form (it being understood and agreed that the Penn ROFO Waiver and Modification has been executed and acknowledged prior to in Section 7.03(athe Agreement Date and will be submitted for recording by the Title Company upon the Closing); and (w) any other certificates or documents that may be reasonably requested by Purchaserpossession of the Property subject to all of the MPO Leases in full force and effect (subject to Section 6.2(b) hereof).

Deliveries by Seller. On At the Closing DateClosing, the Seller shall deliver or cause to be delivered to the Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) the Xxxx assignments and other instruments of Sale; (b) the Assignment transfer and Assumption Agreement; (c) the Intellectual Property Assignment and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, documents in form and substance reasonably satisfactory to the Purchaser and its counsel, as are effective to vest in the Purchaser, certifyingas applicable, under good, valid and marketable title to the penalties Interests free and clear of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign personany Liens; (ub) payoff limited liability company or corporate books, stock ledgers, minute books or other similar documents and termination letters with respect to each corporate seals of the letters Companies; (c) resignations of credit the members, managing members, managers, officers and directors of the Companies other than those managers, officers and directors which the Purchaser designates in writing that it desires to retain as employees or bank guarantees listed on Schedule 4.02(uconsultants; (d) a duly executed certification of non-foreign status, pursuant to Section 1445(b)(2) of the Code and Treas. Reg. ss. I .1445-2(b)(2), which certification shall conform to the model certification provided in Treas. Reg. ss. 1.1445-2(b)(2)(iii)(B); (ve) a duly executed transition services agreement between the books Seller and records referred the Purchaser (the "Transition Services Agreement"); (f) a duly executed escrow agreement among the Seller, the Purchaser and the escrow agent (the "Escrow Agreement"); (g) a duly executed termination agreement between the Seller and Riverdeep Group plc (the "Termination Agreement"); (h) consents from governmental or regulatory bodies or agencies or from any other Person set forth on Schedule 3.2 attached hereto; (i) instruments sufficient to evidence the full assignment to the Purchaser of all of the Seller's right, title and interest in Section 7.03(a); and to the name and mark "Broderbund" and all gooxxxxl related thereto and symbolized thereby, including, without limitation, all registrations and applications for registrations therefor, and any and all formatives, variants and derivatives thereof; (j) evidence reasonably satisfactory to the Purchaser of the release of any liens set forth in Schedule 4.5 and (wk) any such other duly executed documents and certificates as may be required to be delivered by the Seller pursuant to the terms of this Agreement or documents that as may be reasonably requested by Purchaserthe Purchaser prior to the Closing.

Deliveries by Seller. On the Closing DateAt Closing, Seller shall deliver or cause to be delivered to Purchaser provide the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoBuyer: (a) The original certificate(s) evidencing the Xxxx of SaleShares duly endorsed by the Seller to Buyer; (b) A certificate of executed by the Assignment and Assumption Agreement; (c) Secretary the Intellectual Property Assignment and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificateCompany, dated as of the Closing Date, signed by an executive officer certifying that attached thereto are true and complete copies of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (ni) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry articles of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry incorporation and bylaws of the Company; , (qii) resignation letters of all resolutions adopted by the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that Company authorizing the Corporate Split has been completedexecution, includingdelivery, if available, a certified copy and performance of this Agreement and the Ancillary Agreements and the consummation of the corporate registration showing transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the completion of the Corporate Split together with such other evidence Purchaser reasonably requests resolutions adopted in connection with the Corporate Splittransactions contemplated hereby and thereby, and (iii) an incumbency certificate certifying the signatures and incumbency of authorized signatories of the Company to this Agreement and the Ancillary Agreements; (sc) original share certificates A certificate executed by the Secretary of Seller, dated as of the Company Closing Date, certifying that attached thereto are true and complete copies of (if any have been issued since i) the date articles of incorporation and bylaws of Seller, (ii) all resolutions adopted by the directors of Seller authorizing the execution, delivery, and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby and (iii) an incumbency certificate certifying the signatures and incumbency of authorized signatories of Seller to this Agreement and the Ancillary Agreements; (d) A certificate executed by an officer of Seller and by SD, dated as of the Closing Date, certifying to Buyer that each of the representation and warranties of Seller in the Article II are accurate in all material respects as on the Effective Date and also as of the Closing Date, and there has been no material adverse change in the Company or the business of the Company), since the Effective Date up to the Closing Date; (te) a certificate under Section 1445(a) of the Code from The SD Release duly executed by SD and Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (uf) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u)The Net Working Capital Note duly executed by Seller; (vg) The Line of Credit Note duly executed by Seller, the books Company and records referred to in Section 7.03(a)SD; (h) The Security Agreement duly executed by Seller; (i) The Consulting Agreement duly executed by SD; (j) The Guaranty duly executed by SD; and (wk) any Such other certificates or documents that may be as are reasonably requested necessary to carry out the terms of the transaction contemplated by Purchaserthis Agreement.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver or cause to be delivered to Purchaser Buyer the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party thereto: (a) certificates representing all of the Xxxx Shares, duly endorsed in blank or accompanied by duly executed stock powers or other instruments of Saletransfer duly executed in blank, or, if not certificated, evidence of transfer thereof in a form reasonably satisfactory to Buyer; (b) the Assignment Payoff Letters in respect of all Company Borrowed Debt, together with customary lien release documentation reasonably satisfactory to Buyer relating to the termination of all Liens on the Shares and Assumption Agreementany assets of the Group Companies securing obligations in respect of Company Borrowed Debt, including under the Credit Facility; (c) a certificate (the Intellectual Property Assignment and License Agreement; (d“Seller Secretary Certificate”) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as of the Closing Date, signed duly executed by the Secretary of Seller, given by him or her on behalf of Seller and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the Seller Board authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement and the Ancillary Agreements, and stating that such resolutions have not been amended, modified, revoked or rescinded; (ii) the incumbency, authority and specimen signature of each officer of Seller executing this Agreement or any Ancillary Agreement on behalf of Seller; and (iii) true and complete copies of the Organizational Documents of Seller; (d) a certificate (the “Company Secretary Certificate”) dated as of the Closing Date, duly executed by the Secretary of the Company, given by him or her on behalf of the Company and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the Board of Directors of the Company authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement and the Ancillary Agreements, and stating that such resolutions have not been amended, modified, revoked or rescinded; (ii) the incumbency, authority and specimen signature of each officer of the Company executing this Agreement or any Ancillary Agreement on behalf of the Company; and (iii) true and complete copies of the Organizational Documents of the Company and TaxAct; (e) a certificate of the Delaware Secretary of State as to the good standing of each of the Company, New LLC and TaxSmart as of the most recent practicable date; (f) a certificate of an executive officer of the Company (the “Company Closing Certificate”), given by him or her on behalf of the Company and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.2(a) and Section 8.2(c) have been satisfied, in each case, solely with respect to the Company; (g) a certificate of an executive officer of Seller certifying as (the “Seller Closing Certificate”), given by him or her on behalf of Seller and not in his or her individual capacity, to the satisfaction of effect that the conditions specified set forth in Sections 11.02(aSection 8.2(b) and 11.02(b)Section 8.2(c) have been satisfied, in each case, solely with respect to Seller; (nh) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Transition Services Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of duly executed by Seller and the Company; (qi) resignation letters the Intellectual Property Assignment Agreement, duly executed by TaxAct or one of the directors of the Companyits Affiliates and Seller; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (vj) the books Dallas Sublease, duly executed by Sxxxxx and records referred to in Section 7.03(a)Bxxxx or one of its Affiliates; and (wk) any other certificates or documents that may be reasonably requested by Purchasera duly executed and complete IRS Form W-9 from Seller.

Deliveries by Seller. On the Closing DateAt each Closing, Seller shall deliver possession of all of the Acquired Assets relating to the Acquired Properties purchased at such Closing to Purchaser, and Seller shall deliver (or cause to be delivered delivered) to Purchaser originals or copies, if specified, of the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) the Xxxx of Sale; (b) the Assignment and Assumption Agreement; (c) the Intellectual Property Assignment and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) a Bxxx of Sale covering the Japan Promissory Notestangible Acquired Assets relating to the Acquired Properties in the form of Exhibit F hereto (the “Bxxx of Sale”), duly executed by Seller; (jii) an Assignment Agreement covering the Guaranty Assigned Contracts for the Acquired Properties and Security the other intangible Acquired Assets relating to the Acquired Properties in the form of Exhibit G hereto (the “Assignment Agreement”), duly executed by Seller; (kiii) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificatecopies of each consent, dated as of the Closing Datewaiver, signed by an executive officer of Seller certifying as authorization and approval required pursuant to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(bSection 5.01(d); (niv) a certificate of good standing of Seller issued by the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry Secretary of State of the Company for State of Washington dated within 10 days of the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this AgreementInitial Closing Date only; (ov) a certificated copy copies of resolutions adopted by the Board of Directors of Seller authorizing and approving the execution and delivery of this Agreement, the Related Agreements and all agreements and other documents and instruments contemplated hereby and thereby and the consummation of the minutes transactions contemplated hereby and thereby, certified to be true, complete, correct and in full force and effect by an authorized officer of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this AgreementSeller; (pvi) the shareholders registry evidence of the Company; (q) resignation letters release of all Encumbrances on the directors of Acquired Assets relating to the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completedAcquired Properties, includingother than Permitted Encumbrances, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, each in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (wvii) such other documents as Purchaser may reasonably request for the purpose of otherwise facilitating the consummation or performance of any other certificates of the transactions contemplated by this Agreement or documents that may be reasonably requested by Purchaserany of the Related Agreements.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver (in addition to any other documents required to be delivered pursuant to Article VII) or cause to be delivered to Purchaser Buyer the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) certificates evidencing all of the Xxxx of SaleClinForce Interests, in each case duly and properly endorsed for transfer to US Buyer or accompanied by powers duly endorsed in blank in proper form for transfer; (b) transfer of the Assignment and Assumption AgreementShares duly executed by UK Seller in favor of UK Buyer or its nominee(s) together with the relevant share certificates; (c) a certificate of the Intellectual Property Assignment Secretary of US Seller and License Seller Parent certifying copies of the resolutions of the governing body of such Seller authorizing the execution, delivery and performance of this Agreement, the Ancillary Agreements to which such Seller is a party and the transactions contemplated hereby and thereby; (d) a copy of the TANCO Supply Agreementminutes of a meeting of the directors of UK Seller authorizing (i) the execution and performance by UK Seller of this Agreement and the Ancillary Agreements to which UK Seller is a party and (ii) the resignation of each director of Akos on Closing (such copy minutes being certified as correct by the chairman of the relevant meeting or the secretary of UK Seller); (e) a certificate of the Transition Services Secretary of each Seller certifying the signature and incumbency of the persons authorized to execute and deliver this Agreement, the Ancillary Agreements to which it is a party and any other agreements, instruments, or other documents or certificates that such Seller is required to deliver pursuant to this Agreement; (f) the Corporate Split Agreementcertificate of formation of each of the Company and Metropolitan certified as of a recent date by the Secretary of State of the State of Delaware and the certificate of incorporation of Assent certified as of a recent date by the Secretary of State of the State of California; (g) certificates of good standing and satisfactory tax status (where available) as of a recent date with respect to (i) each of the Contingent Payment AgreementCompany and Metropolitan from the Secretary of State of the State of Delaware and (ii) Assent from the Secretary of State of the State of California; (h) the U.S. Promissory Notesresignations of the officers and managers of the Company and each of its Subsidiaries, effective as of the Closing Date, as are requested by the Buyer prior to Closing; (i) the Japan Promissory Noteswritten resignations (x) of the auditors and (y) signed as a deed from each director and secretary of Akos as resigning on the Closing Date from their respective offices and employments (where applicable) with Akos, and waiving any claim in respect of their removal from office; (j) each Ancillary Agreement to which any Seller is a party, duly executed by the Guaranty and Security Agreementapplicable Seller; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m1) a certificatenon-foreign status certification on behalf of US Seller’s owner, dated as of the Closing Date, signed in the form set forth in United States Treasury Regulation Section 1.1445-2(b)(2)(iv), certifying that US Seller is a disregarded entity owned by US Seller’s owner and that US Seller’s owner is a US person and (2) an executive officer IRS Form W-9 or applicable IRS Form W-8, certifying that each of US Seller’s owner and UK Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b)is exempt from U.S. federal backup withholding; (nl) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated an executed copy of IRS Form 8023 and any similar state or local forms required to effect the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the CompanySection 338(h); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by Purchaser.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver deliver, or cause to be delivered by its Affiliates, to Purchaser Buyer the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) a duly executed notarial deed of transfer in respect of the Xxxx Purchased Shares in the form attached as Exhibit G and an extract from Aether European Holdings’ Shareholders Register, duly certified by a director of Salethat company, recording the transfer of the Purchased Shares from Buyer to Seller; (b) the Assignment and Assumption Agreementcertificate by officers of Seller required to be delivered pursuant to Section 7.3(c); (c) the Intellectual Property Trademark License Agreement, the Transition Services Agreement, the Deal License Agreement, the Patent Assignment, the Trademark Assignment, the Copyright Assignment, the Domain Name Assignment, the Sublease, the Assignment and License AgreementAssumption Agreement and Bxxx of Sale and any other Ancillary Agreements, each duly executed by Seller; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry deeds, bills of the Company for the transfer sale, endorsements, assignments, affidavits and other instruments of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meetingsale, as applicableassignment, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Sellerconveyance and transfer, in form and substance reasonably satisfactory to PurchaserBuyer and Seller, certifyingas are required to effectively vest in Buyer all of Seller’s right, under title and interest in and to all of the penalties Purchased Assets, the Purchased Shares, in each case free and clear of perjuryany and all Encumbrances, that Seller is, except for U.S. federal income tax purposes, not a foreign personthe Permitted Encumbrances; (ue) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u)Net Working Capital Certificate; (vf) the books True, correct and records referred to in Section 7.03(a); andcomplete copies of all required consents of Governmental Authorities set forth on Schedule 4.6, and all Required Consents; (wg) Certificates of good standing from the Secretary of the State of Delaware, dated as of a recent date, certifying that Seller is in good standing in the State of Delaware; (h) Valid and effective assignment documentation, in form and substance reasonably acceptable to Buyer, of any rights to the Intellectual Property that are included in the Purchased Assets and the AAE Purchased Assets; (i) Such documents as are required under Applicable Law to effect the resignation of Dxxx Xxxxxxx as a director of the Acquired Aether Entities; (j) Such other certificates or documents that and instruments as may be reasonably requested by PurchaserBuyer to consummate the transactions contemplated herein and to carry out the obligations of the parties hereunder; (k) Consent to the assignment of the U.S. Lease; and (l) the Registration Rights Agreement, duly executed by Seller.’

Deliveries by Seller. On the Closing DateAs a condition precedent to Buyer’s obligations under this Agreement, Seller shall deliver or cause to be delivered to Purchaser Buyer the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) a certificate or certificates representing the Xxxx Class B Shares, duly endorsed in favor of SaleBuyer or accompanied by a separate stock power duly executed by Seller and sufficient to vest in Buyer good title to the Class B Shares; (b) the Assignment executed copies of all Seller Consents and Assumption AgreementApprovals; (c) satisfactory evidence of the Intellectual Property Assignment and License Agreementresignation of G. Xxxxx Xxxxxx as a director of the Company; (d) the TANCO Supply GASCO Assumption Agreement, duly executed by DEGS GASCO and DEGS HoldCo; (e) the Transition Services AgreementMutual Release, duly executed by Seller; (f) an officer’s certificate of Seller, certifying (i) copies of the Corporate Split Agreementresolutions of Seller, duly adopted by Seller authorizing the execution, delivery and performance of the transactions contemplated by this Agreement and the other Transaction Agreements to which Seller is a party; (ii) copies of Seller’s certificate of incorporation and bylaws; and (iii) the incumbency of each of the officers of Seller who executes this Agreement and the other Transaction Agreements to which Seller is a party; (g) a certificate of Duke Energy Generation Services, Inc., the Contingent Payment Agreementsole member of DEGS GASCO, certifying (i) copies of the resolutions duly adopted by the sole member authorizing the execution, delivery and performance of the transactions contemplated by the Transaction Agreements to which DEGS GASCO is a party; (ii) copies of DEGS GASCO’s certificate of formation and limited liability company operating agreement; and (iii) the incumbency of each of the officers of DEGS GASCO who executes any Transaction Agreements to which DEGS GASCO is a party; (h) an officer’s certificate of DEGS HoldCo, certifying (i) copies of the U.S. Promissory Notes;resolutions of DEGS HoldCo, duly adopted by DEGS HoldCo authorizing its execution, delivery and performance of the Transaction Agreements to which DEGS HoldCo is a party; (ii) copies of DEGS HoldCo’s certificate of incorporation and bylaws; and (iii) the incumbency of each of the officers of DEGS HoldCo who executes any Transaction Agreement to which DEGS HoldCo is a party; and (i) a certificate of good standing for each of Seller, DEGS GASCO and DEGS HoldCo issued by the Japan Promissory Notes; (j) Secretary of State of the Guaranty State of Delaware and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as of the Closing Date, signed by an executive officer of Seller certifying as a date reasonably acceptable to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by PurchaserBuyer.

Deliveries by Seller. On the Closing Date, The Seller shall deliver or cause to be delivered to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoPurchaser: (a) the Xxxx of Sale; (b) the Assignment and Assumption Agreement; (c) the Intellectual Property Assignment and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) Stock certificates representing the Japan Promissory NotesShares in duly transferrable form; (jii) the Guaranty Such other documents and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated instruments as of the Closing Date, signed by an executive officer of Seller certifying as Purchaser may reasonably request in order to vest in Purchaser good and marketable title to the satisfaction Shares and to any and all right, title, interest or claim of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration any kind that Seller may have in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meetingproperties, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry assets or business of the Company; (qiii) resignation letters A New Las Vegas Lease and a new Henderson Lease (that includes the 2.5 Acre Track), in the forms of Exhibits "B," and "C," hereto (collectively, the "Leases"); (iv) Copies of resolutions of the directors Board of Directors of the Company, duly certified by its Secretary, in form reasonably satisfactory to Purchaser's counsel, authorizing the execution, delivery and performance of this Agreement and all other documents to which the Company is a party as contemplated hereby, and all actions to be taken by the Company hereunder and thereunder; (v) A Seller's certificate in the form of Exhibit "E" hereto, duly executed by the Seller and the Company; (rvi) evidence reasonably satisfactory An opinion of counsel to Purchaser that the Corporate Split has been completedSeller, including, if available, a certified copy in the form of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate SplitExhibit "F" hereto; (svii) original share certificates An Investment Letter executed by Seller, in the form of Exhibit "G" hereto; (viii) A Registration Rights Agreement (the Company "Registration Rights Agreement") executed by Seller, in the form of Exhibit "H" hereto; (if any have been issued since the date of incorporation of the Companyix) The Management Agreements (referred to in subparagraphs 20(f) and 20(g); (tx) a certificate under Section 1445(a) of the Code from Seller, The Escrow Agreement referenced in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(usubparagraph 20(g); (vxi) Any instruments and other documents specifically required by this Agreement, to which Seller or the books and records referred to Company is a party, that are not otherwise set forth in Section 7.03(athis subparagraph 6(a); and (wxii) any Any other certificates instruments or documents that may be deemed reasonably requested necessary or desirable by Purchaserthe Purchaser in order to consummate the transactions contemplated hereby.

Deliveries by Seller. On At or prior to the Closing DateClosing, Seller shall deliver or cause to be delivered to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party thereto: (aunless delivered previously) the Xxxx of Sale; (b) the Assignment and Assumption Agreement; (c) the Intellectual Property Assignment and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes;following: (i) the Japan Promissory NotesBill of Sale duly executed by Seller; (jii) the Guaranty Assxxxxent and Security AgreementAssumption Agreement duly executed by Seller; (kiii) the Japan Security AgreementPatent Assignment and Assumption Agreement duly executed by Seller; (liv) the Washington University Sub-license; (m) a certificate, dated as of the Closing Date, signed Trademark Assignment and Assumption Agreement duly executed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books License Agreement duly executed by Seller; (vi) the Escrow Agreement; (vii) a transition services agreement by and records referred to between Seller and Purchaser, dated as of the date hereof in Section 7.03(athe form attached hereto as Exhibit G (the "Transition Services Agreement"); and (wviii) the Books and Records; (ix) an incumbency and specimen signature certificate with respect to the officers of Seller executing the Agreement and the Other Agreements; (x) a certificate from the secretary of the Board of Directors of Seller indicating that the Board of Directors has authorized the execution, delivery and performance of this Agreement and the Other Agreements; (xi) proof of the satisfaction and discharge of any and all Encumbrances on the Purchased Assets; (xii) such other deeds, bills of sale, endorsements, assignments, affidavits, and other good and sufficient instruments of sale, assignment, transfer and conveyance in form and substance satisfactory to Purchaser which are required to effectively vest Purchaser with good and marketable title in and to all of the Purchased Assets; and (xiii) the agreements, certificates or and other documents that may required to be reasonably requested by Purchaserdelivered pursuant to Section 8.01.

Deliveries by Seller. On At the Closing DateClosing, Seller shall will deliver or cause to be delivered to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoPurchaser: (a) Possession of the Xxxx Acquired Assets, including, but not limited to, (i) the original copies of Saleall written Acquired Contracts, (ii) the Inventory; (iii) the Equipment, (iv) the Files and Records and (v) all documents evidencing the Company Owned Intellectual Property and Company Used Intellectual Property, including any registration statements or filings; (b) a Bxxx of Sale (in a form mutually and reasonably acceptable to the Assignment parties hereto) with regard to the Acquired Assets (including, but not limited to, the Inventory, Equipment, Files and Assumption AgreementRecords and Permits), duly executed by Seller (the “Bxxx of Sale”); (c) the Intellectual Property an Assignment and License AgreementAssumption of the Acquired Contracts on the terms set forth in the Sale Order (in a form mutually and reasonably acceptable to the parties hereto), duly executed by Seller (the “Assignment and Assumption”); (d) a certificate executed on behalf of Seller by Seller’s Secretary or Assistant Secretary certifying as to the TANCO Supply incumbency, and authenticating the signatures of, officers executing this Agreement and certificates delivered hereunder on behalf of Seller, and certifying as to the adoption and continuing effect of appropriate resolutions authorizing Seller’s execution, delivery and performance of this Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Suba certificate of non-license; (m) a certificateforeign status from Seller, dated as of the Closing Date, signed by an executive officer Date and in the form and manner which complies with requirements of Seller certifying as to the satisfaction Section 1445 of the conditions specified in Sections 11.02(a) Code and 11.02(b)the Treasury Regulations promulgated thereunder; (nf) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry each of the Company for Material Consents, in a form which is valid and binding upon the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this AgreementThird Party giving such consent; (og) a certificated copy of the minutes of the board of directors and/or shareholders meetingClosing Statement, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from duly executed by Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (wh) any such other certificates or documents that may be and instruments reasonably requested by Purchaser in order to effectuate the transactions contemplated hereby, including without limitation, instruments of assignment, transfer and conveyance in order to vest in Purchaser good and marketable title to all of the Company Owned Intellectual Property to be assigned, transferred and delivered to Purchaser.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver will deliver, or cause to be delivered to Purchaser delivered, the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoBuyer: (a) the Xxxx The Bill of Sale, duly executed by Seller; (b) Copies of any and all consents, waivers or approvals obtained or required to be obtained by Seller from Government Authorities or non-governmental Persons with respect to the Assignment and Assumption transfer of the Assets, or the consummation of the transactions contemplated by this Agreement; (c) One or more Special Warranty Deeds conveying title to the Intellectual Real Property Assignment to Buyer, duly executed and License Agreementacknowledged by Seller and in recordable form; (d) An opinion from Seller's general counsel, dated the TANCO Supply AgreementClosing Date, substantially in the form of Exhibit D attached hereto, and opinions from Seller's Bond Counsel, dated the Closing Date, substantially in the form of Exhibit E attached hereto; (e) the Transition Services The Assignment and Assumption Agreement, duly executed by Seller; (f) the Corporate Split AgreementA FIRPTA Affidavit, duly executed by Seller; (g) Copies, certified by the Contingent Payment AgreementSecretary or Assistant Secretary of Seller, of corporate resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by Seller in connection herewith, and the consummation of the transactions contemplated hereby; (h) A certificate of the U.S. Promissory NotesSecretary or Assistant Secretary of Seller identifying the name and title and bearing the signatures of the officers of Seller authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (i) Certificate of Good Standing with respect to Seller, issued by the Japan Promissory NotesSecretary of State of the State of Delaware; (j) To the Guaranty extent available, originals of all Assigned Agreements, Real Property Leases and Security AgreementTransferable Permits and, if not available, true and correct copies thereof (delivery of the foregoing documents will be deemed made in the case of any such documents then located at any of the offices included in the Assets, but only to the extent that Seller delivers to Buyer a schedule generally identifying each such office and the general categories of documents located in each such office); (k) All such other instruments of assignment, transfer or conveyance as shall, in the Japan Security Agreementreasonable opinion of Buyer and its counsel, be necessary to transfer the Assets to Buyer, in accordance with this Agreement and where necessary or desirable in recordable form; (l) Such other agreements, documents, instruments and writings as are required to be delivered by Seller at or prior to the Washington University Sub-license;Closing Date pursuant to this Agreement or otherwise reasonably requested by Buyer in connection herewith; and (m) a certificate, A certificate dated as of the Closing DateDate executed by Seller's President, signed by an executive officer of Seller certifying as Public Services Sector, to the satisfaction of effect that, to such officer's Knowledge, the conditions specified set forth in Sections 11.02(a7.1(e) and 11.02(b); (nf) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from satisfied by Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by Purchaser.

Deliveries by Seller. On the Closing Agreement Date, Seller shall deliver or cause to be delivered to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoPurchaser: (a) an Assignment in form and content substantially similar to the Xxxx form attached hereto as Exhibit B, executed by Seller, sufficient to vest in Purchaser all of SaleSeller’s rights, title and interests in and to the Royalty free and clear of all liens, claims and encumbrances; (b) certified copies of the Assignment resolutions of Seller’s board of directors authorizing the execution, delivery and Assumption performance of this Agreement and of all documents to be delivered by Seller under this Agreement, and the completion of the transactions contemplated hereby; (c) certified copies of the Intellectual Property Assignment resolutions of Ecuadorian, as sole shareholder of Seller, authorizing the execution, delivery and License performance of this Agreement and of all documents to be delivered by Seller under this Agreement, and the completion of the transactions contemplated hereby; (d) certified copies of the TANCO Supply resolutions of International’s board of directors authorizing International’s execution, delivery and performance of its obligations pursuant to this Agreement; (e) a certificate of an officer of Seller, acting on behalf of Seller, dated as of the Transition Services AgreementAgreement Date, certifying as to the accuracy of Seller’s representations and warranties and the performance of its covenants to be performed at or before the Closing; (f) a certificate of an officer of International, acting on behalf of International, dated as of the Corporate Split AgreementAgreement Date, certifying as to the accuracy of International’s representations and warranties and the performance of its covenants to be performed at or before the Closing; (g) a Notice and Direction to Pay in form and content substantially similar to the Contingent Payment Agreementform attached to this Agreement as Exhibit C, executed by Seller; (h) a State of Nevada Declaration of Value in form and content substantially similar to the U.S. Promissory Notes;form attached to this Agreement as Exhibit D, executed by Seller; and (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as of the Closing Date, signed by an executive officer of Seller certifying as Direction to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate Pay addressed to Purchaser in accordance connection with this Agreement; (o) a certificated copy payment of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by PurchaserPurchase Price hereunder.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver or cause to be delivered to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoBuyer: (ai) units certificate(s), if any, evidencing the Xxxx Company Units, free and clear of Saleall Encumbrances, duly endorsed in blank or accompanied by unit powers or other instruments of transfer duly executed in blank, with all required transfer tax stamps affixed thereto; (bii) the Assignment and Assumption an executed Escrow Agreement; (ciii) the Intellectual Property Assignment and License an executed Earn-Out Agreement; (div) the TANCO Supply AgreementLeases; (ev) the Transition Services AgreementExecutive Employment Agreement with Xxx Xxxxxx; (fvi) the Corporate Split AgreementExecutive Employment Agreement with Xxxx Xxxxxx; (gvii) Disclosure Schedules of Seller and the Contingent Payment AgreementCompany; (hviii) letter(s), in form and substance satisfactory to Buyer in its reasonable discretion, from lenders of any Indebtedness (the U.S. Promissory Notes;“Pay-Off Letters”) (iA) stating the Japan Promissory Notes; (j) aggregate amount of all the Guaranty and Security Agreement; (k) outstanding Indebtedness, including a list of all outstanding letters of credit of the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificateCompany, dated as of the Closing Date, signed by an executive officer and (B) agreeing that if such amount so identified is paid and such letters of Seller certifying as credit are terminated at Closing or any time stated thereafter, such prepayment and terminations shall not be subject to the satisfaction any prepayment premiums or penalties or any other fees or expenses associated with payment thereof, and that on such payment and letter of credit terminations all Encumbrances and liens in assets of the conditions specified Company held by such lenders shall be terminated effective as of the Closing; (ix) evidence in Sections 11.02(a) form and 11.02(bsubstance satisfactory to Buyer in its sole discretion that all Indebtedness of the Company, including the Stimulus Loans, has been paid in its entirety in accordance with the Pay-Off Letters; provided, however, that the parties hereby acknowledge and agree that Indebtedness may be paid at Closing in accordance with Section 1.02(d); (nx) the Selling Affiliate’s written request evidence in form and substance satisfactory to Buyer in its sole discretion that the Company has been released from all obligations under the Tax-Exempt Bonds; (xi) a certificate of the Secretary (or such other document required for Purchaser to complete the registration in the shareholders registry equivalent officer) of the Company for the transfer certifying that attached thereto are true and complete copies of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (pA) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date articles of incorporation of the Company), and all amendments thereto, as certified by the Secretary of State of Colorado; and (B) the by-laws of the Company, and all amendments thereto; (txii) a certificate under Section 1445(aof good standing dated not more than 10 days prior to the Closing Date from (i) the Secretary of State, attesting to the good standing in Colorado of the Code from SellerCompany, in form and substance reasonably satisfactory (ii) the secretary of state of each other state attesting to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each good standing of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) Company in each other state where the books and records referred Company is qualified to in Section 7.03(a)do business, if applicable; and (wxiii) any such other agreements, certificates or and documents that as may be reasonably requested by PurchaserBuyer to effectuate or evidence the transactions contemplated hereby.

Deliveries by Seller. On Subject to the terms and conditions hereof, at the Closing Date, Seller shall deliver deliver, or cause to be delivered to Purchaser delivered, the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoPurchaser: (a) The Lease Assignment, duly executed by Seller and in recordable form, subject only to Permitted Encumbrances, together with any normal and customary affidavits or similar documents reasonably requested by Purchaser and required by the Xxxx of Saletitle insurer in connection with any leasehold title policy obtained by Purchaser; (b) the Assignment and Assumption AgreementThe Xxxx of Sale, duly executed by Seller; (c) the Intellectual Property The Assignment and License Assumption Agreement, duly executed by Seller; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from SellerEvidence, in form and substance reasonably satisfactory to PurchaserPurchaser and its respective counsel, certifyingof Seller’s receipt of (i) Seller’s Required Regulatory Approvals, under (ii) Seller’s Required Consents, and (iii) documentation evidencing the penalties release of perjuryall Encumbrances on the Assets, that Seller is, for U.S. federal income tax purposes, not a foreign personexcluding any Permitted Encumbrances; (ue) payoff and termination letters A Certificate of Good Standing with respect to each Seller, as of a recent date, issued by the letters Delaware Secretary of credit or bank guarantees listed on Schedule 4.02(u)State; (vf) A certificate addressed to Purchaser dated the books and records referred Closing Date executed by a duly authorized officer of Seller to the effect set forth in Section 7.03(a); and8.5; (wg) any The FIRPTA Certificate to Purchaser, duly executed by Seller; (h) Copies, certified by the Secretary or Assistant Secretary of Seller, of limited liability company resolutions authorizing the execution and delivery of this Agreement, each Ancillary Agreement to which Seller is a party and the authorization or ratification of all of the other certificates agreements and instruments, in each case, to be executed and delivered by Seller in connection herewith; (i) A certificate of the Secretary or documents that may be reasonably requested by Purchaser.Assistant Secretary of Seller identifying the name and title and bearing the signatures of the officers of Seller authorized to execute and deliver this Agreement, each Ancillary Agreement to which Seller, is a party and the other agreements and instruments contemplated hereby;

Deliveries by Seller. On At or prior to the Closing DateClosing, Seller shall deliver deliver, or cause to be delivered delivered, to Purchaser Buyer the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party thereto: (a) An assignment of the Xxxx of SaleMembership Interests, duly executed by Seller; (b) Acknowledgments of release of guarantees, indebtedness, liens and any other obligations or security in respect of the Assignment Debt Agreements and Assumption Agreementany necessary UCC authorizations or other releases as may be reasonably required to evidence the satisfaction of or release from such Company Debt, in each case in form and substance reasonably acceptable to Buyer, which acknowledgements shall be delivered to Buyer at least three Business Days prior to the Closing Date; (c) The articles of organization of the Intellectual Property Assignment and License AgreementCompany certified as of no more than ten Business Days prior to the Closing by the North Carolina Secretary of State; (d) The articles of incorporation of Seller certified as of as of no more than ten Business Days prior to the TANCO Supply AgreementClosing by the North Carolina Secretary of State; (e) A certificate of good standing from the Transition North Carolina Secretary of State with respect to the Company and Seller and a Certificate of Status from the Ministry of Government Services Agreement(Ontario) with respect to Xxxxxxx, dated as of no more than ten Business Days prior to the Closing; (f) A certificate of the Corporate Split AgreementSecretary (or other authorized officer) of the Company, given by him or her on behalf of the Company and not in his or her individual capacity, certifying as to the operating agreement of the Company and as to the resolutions of the manager of the Company authorizing this Agreement and the other Transaction Agreements and the transactions contemplated hereby and thereby, which resolutions shall remain in full force and effect as of such date; (g) A certificate of the Contingent Payment AgreementSecretary (or other authorized officer) of Seller, given by him or her on behalf of Seller and not in his or her individual capacity, certifying as to the resolutions of the board of directors of Seller authorizing this Agreement and the other Transaction Agreements and the transactions contemplated hereby and thereby, which resolutions shall remain in full force and effect as of such date; (h) A certificate of the U.S. Promissory NotesSecretary (or other authorized officer) of Xxxxxxx, given by him or her on behalf of Xxxxxxx and not in his or her individual capacity, certifying as to the articles and by-laws of Xxxxxxx and the resolutions of the board of directors of Xxxxxxx authorizing the Transaction Agreements to which it is party and the transactions contemplated thereby, which resolutions shall remain in full force and effect as of such date; (i) A certificate from an officer of Seller, given by him or her on behalf of Seller and not in his or her individual capacity, to the Japan Promissory Noteseffect that the conditions set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c) have been satisfied; (j) A counterpart to the Guaranty and Security Transition Services Agreement, duly executed by Seller; (k) Duly executed copies of the Japan Security AgreementClosing Transfer Documents and the Pre-Closing Transfer Documents; (l) the Washington University Sub-license;A complete and valid Internal Revenue Service Form W-9 from Seller; and (m) a certificate, dated as Duly executed copies of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) third party approvals identified and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed described on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by PurchaserAnnex II.

Deliveries by Seller. On Subject to fulfillment or waiver of the Closing Dateconditions set forth in Section 3.01, at the Closing, Seller shall deliver possession of all of the Assets to Purchaser, and Seller shall deliver (or cause to be delivered delivered) to Purchaser originals or copies, if specified, of the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) counterparts of all Related Agreements to which Seller is a party and counterparts of all agreements, documents and instruments required to be delivered by Seller pursuant to this Agreement or any of the Xxxx of SaleRelated Agreements to which Seller is a party, duly executed by Seller; (b) a Certificate of Existence of each of the Assignment Seller and Assumption AgreementGuarantor issued by the Indiana Secretary of State, dated within ten (10) calendar days of the Closing; (c) copies of resolutions adopted by the Intellectual Property Assignment Board of Directors and License Agreementshareholder of Seller authorizing and approving the execution and delivery of this Agreement and the Related Agreements to which Seller is a party and the consummation of the transactions contemplated hereby, certified to be true, complete, correct and in full force and effect by the Secretary of Seller; (d) copies of resolutions adopted by the TANCO Supply AgreementBoard of Directors of the Guarantor authorizing and approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby, certified to be true, complete, correct and in full force and effect by the Secretary of Seller; (e) copies of the Transition Services Agreementcertified articles of incorporation of each of Seller and Guarantor, including all amendments thereto, certified as true, complete and correct by the Secretary of each of Seller and Guarantor, and a copy of the bylaws of each of Seller and Guarantor, including all amendments thereto, certified as true, complete and correct and in full force and effect by the Secretary of each of Seller and Guarantor; (f) a certificate, dated the Corporate Split Closing Date, duly executed by an officer of Seller pursuant to Sections 3.02(b) and 3.02(c) of this Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as of the Closing Date, signed duly executed by an executive officer of Seller certifying as to the satisfaction acknowledging delivery by Purchaser of the conditions specified items set forth in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry Section 2.03 of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (oh) a certificated copy evidence of the minutes releases of all Encumbrances on the board of directors and/or shareholders meetingAssets, as applicableother than Permitted Encumbrances, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, each in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (ui) payoff evidence of insurance coverage for the property covered by the Loans and termination letters Leases in form reasonably acceptable to Purchaser; (j) each original Note, duly endorsed for transfer to Purchaser. In the event Seller does not have the original of any Note in its possession, Seller shall deliver to Purchaser a certified copy of such Note (endorsed as provided above) together with a lost note affidavit and indemnification with respect to thereto; (k) each other Loan Document or Lease Document including original certificates of title for all vehicles (except as otherwise provided in the letters of credit or bank guarantees listed on Schedule 4.02(ucustodial receipt referenced in subsection (m) below); (vl) a transition services agreement in the books form attached hereto as Exhibit C (the “Transition Services Agreement”); (m) subject to the provisions of Section 1.03(d), possession of the Files and records referred Records through possession thereof by a custodian reasonably acceptable to Purchaser (the “Custodian”) who agrees to hold same for Purchaser’s benefit from and after the Closing and who executes and delivers to Purchaser at Closing a custodial receipt (the “Custodian Receipt”) reflecting such custodian’s possession and verification of the Files and Records in Section 7.03(a)substantially the form attached hereto as Exhibit E; (n) such other documents as Purchaser may reasonably request relating to the purpose of otherwise facilitating the consummation or performance of the transactions contemplated by this Agreement or any of the Related Agreements including ‘goodbye letters’ to Obligors, powers of attorney from Seller in favor of Purchaser with respect to transfers of title and liens on titled vehicles included in the Assets, transfer and assignment to Purchaser of the lockbox in which payments under Leases and Loans are being remitted; and (wo) any other certificates or documents a written opinion of counsel from Seller’s general counsel (containing customary assumptions and qualifications) as to the corporate status and due authorization with respect to the Seller and Guarantor, enforceability of the Agreement and Related Agreements as such relates to the Seller and Guarantor, and that may be reasonably requested by Purchaserthe transaction is exempt from the notification requirements under the Xxxx-Xxxxx Xxxxxx Act as such relates to Seller.

Deliveries by Seller. On At the Closing DateClosing, the Seller shall deliver or cause to be delivered to Purchaser -------------------- deliver, all duly executed, the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) The Seller shall deliver to Purchaser duly executed certificates in valid form evidencing all of the Xxxx of SaleCompany Shares, duly endorsed to Purchaser or accompanied by duly executed stock powers attached (the certificates and stock powers referred to in this Section 1.7(a) are collectively referred to as the "Endorsed Certificates or Stock Powers"); (b) Except as may be otherwise required by Purchaser, the Assignment written resignations of all officers and Assumption Agreementdirectors of the Company at the time of Closing; (c) A release from Seller, in a form and content satisfactory to Purchaser, which provides that the Intellectual Property Assignment Seller is releasing the Company and License the Purchaser from any and all claims, causes of action, debts and obligations whatsoever except any and all obligations of Purchaser arising under this Agreement; (d) The Seller shall have delivered to Purchaser a current certificate of good standing for the TANCO Supply AgreementCompany from the Delaware Secretary of State; (e) A favorable opinion from counsel for the Transition Services AgreementSeller, dated the date of the Closing, in form and substance satisfactory to counsel for Purchaser, to the effect that (i) this Agreement has been duly and legally authorized, executed and delivered by the Seller and is the valid, enforceable and binding Agreement on the Seller, except to the extent enforceability may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditor's rights generally, and (ii) the Company is a business corporation duly organized, validly existing and in a condition of good standing under the laws of the State of Delaware, and is authorized to do business in the Commonwealth of Pennsylvania; (f) The books and records of the Corporate Split Agreement;Company, including, without limitation, all original financial and operating records, the corporate minute book, the corporate stock ledgers and title documents; and (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty Actual and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as physical possession of the Closing DateProperty, signed by an executive officer free and clear of Seller certifying as to any and all leases, tenancies and occupancies or claims therefor of any nature whatsoever, excepting only the satisfaction of the conditions specified in Sections 11.02(a"Permitted Exceptions" (hereinafter defined) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry rights of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by Purchaser.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver deliver, or cause to be delivered delivered, to Purchaser Buyer the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) each of the Xxxx of Sale; (b) the Assignment and Assumption Agreement; (c) the Intellectual Property Assignment and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificatefollowing Collateral Agreements, dated as of the Closing Date, signed duly executed by an executive officer Seller: (i) the Assignment and Bxxx of Seller certifying Sale; (ii) the Assumption Agreement; (iii) the Domain Name Assignment; (iv) the Patent Assignment Agreement; and (v) the Trademark Assignment Agreement. (b) a certificate of the Secretary of Seller, dated as of the Closing Date, in customary form and substance as to the satisfaction organizational documents and approvals of Seller, including: (i) the Seller’s certificate of incorporation as in effect at the time of the conditions specified Closing; (ii) the Seller’s Bylaws, as in Sections 11.02(aeffect at the Closing; (iii) approved by the Seller’s Board of Directors authorizing the Transactions; (iv) resolutions approved by, or an action by written consent of, the Seller’s stockholders holding not less than the requisite percentage under applicable Law and Contract of Seller’s outstanding shares necessary to approve the Transactions; and (v) good standing certificates (including tax good standing) with respect to the Seller from the applicable authorities in Delaware and California, dated within ten Business Days of the Closing; (c) a certificate executed by the Chief Executive Officer of Seller as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 6.2(a) and 11.02(bas to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 6.2(b); (nd) a certificate from Seller certifying that Seller is not a foreign person for purposes of Code Section 1445 or that the Selling Affiliate’s written request to purchase is otherwise exempt from withholding under Code Section 1445 (the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement“FIRPTA Certificate”); (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (re) evidence reasonably satisfactory to Purchaser Buyer that each of the Corporate Split Seller Consents listed on Schedule 6.4(e) has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Splitobtained; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (tf) a certificate under Section 1445(a) executed by the Chief Executive Officer of Seller as to the amount of the Code from Seller, in form Assumed Revenue Share Payables and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each amount of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a)Excluded Revenue Share Payables; and (wg) any all such other certificates bills of sale, assignments and other instruments of assignment, transfer or documents that conveyance, dated as of the Closing Date, as Buyer may reasonably request or as may be reasonably requested by Purchaserotherwise necessary to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Purchased Assets to Buyer pursuant to this Agreement or any Collateral Agreement, and to put Buyer in actual possession or control of the Purchased Assets.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver deliver, or cause to be delivered to Purchaser delivered, the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoBuyer: (a) stock certificates representing the Xxxx Shares, duly endorsed, or accompanied by stock powers duly executed in blank, and otherwise in a form sufficient for transfer on the books of Salethe Company and the Agency, as applicable; (b) written resignations by each of the Assignment directors and Assumption Agreementofficers of the Acquired Companies, other than the directors and officers designated by Buyer at least ten (10) Business Days prior to the Closing Date ; (c) consent of third-parties to the Intellectual Property Assignment contracts listed on Schedule 2.4(c) hereof, to the change of control of the Acquired Companies or the assignment of same to Acquired Companies in form and License Agreementsubstance reasonably acceptable to Buyer; (d) the TANCO Supply Agreementoriginal corporate record books and stock record books of the Acquired Companies; (e) the Transition Services Agreementcertificate contemplated by Section 6.4 hereof; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as certificate of the Closing Date, signed by an executive officer secretary of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to PurchaserBuyer, certifying, under certifying as to (i) the penalties resolutions of perjury, that the directors of Seller is, for U.S. federal income tax purposes, not a foreign personapproving and authorizing this Agreement and the transactions contemplated by this Agreement; (ii) the Bylaws of the Seller; and (iii) the incumbency and signature of each of the officers executing this Agreement and the Ancillary Agreements; (ug) payoff a certificate of the secretary of each Acquired Company, in form and termination letters substance reasonably satisfactory to Buyer, certifying as to the Bylaws of such Acquired Company; (h) a good standing certificate of each Acquired Company issued by the appropriate state official in the state of its organization and dated within ten (10) Business Days of the Closing Date; (i) the articles or certificate of incorporation of each Acquired Company certified by the appropriate state official in the state of its organization and dated within ten (10) Business Days of the Closing Date; (j) Seller shall have delivered to Buyer Seller’s executed certification of non-foreign status dated as of the Closing Date and complying with respect the requirements of Treasury Regulation Section 1.1445-2(b)(2) in a form reasonably acceptable to Buyer; (k) written resignations of each of the letters of credit or bank guarantees individuals listed on Schedule 4.02(u)2.4(k) as authorized signatories on the Acquired Companies’ bank, investment, securities and brokerage accounts; (vl) such bills of sale, instruments of assignment or other documents evidencing the books transfer and records referred assignment of the Transferred Assets by Seller to the Agency, each in Section 7.03(a); anda form reasonably acceptable to Buyer; (wm) any evidence that the actions to be taken pursuant to Section 5.7 have been consummated. (n) such other certificates or instruments and documents that may be as are reasonably requested by Purchasernecessary to effect the transactions contemplated hereby.

Deliveries by Seller. On Concurrently with the Closing Dateexecution and delivery of this Agreement, Seller shall deliver or cause to be delivered to Purchaser Buyer the following items, duly executed (all in form and substance reasonably satisfactory to the extent applicable by Seller and the Affiliate(s) of Seller that are party thereto:Seller): (a) the Xxxx Bxxx of Sale, duly executed on behalf of Seller; (b) the Assignment and Assumption Agreement, duly executed on behalf of Seller; (c) the such assignments of Intellectual Property Assignment and License Agreementrelated agreements regarding joint ownership of the Shared IP as may be required to effect the joint ownership of the Shared IP, in recordable form, duly executed on behalf of Seller; (d) such assignments of Intellectual Property as may be required to effect the TANCO Supply Agreementassignment of the Acquired IP, in recordable form, duly executed on behalf of Seller; (e) the Transition Shared Services Agreement, duly executed on behalf of Seller; (f) the Corporate Split Grant-Back License Agreement, duly executed on behalf of Seller; (g) the Contingent Payment Trade Mxxx License Agreement, duly executed on behalf of Seller; (h) the U.S. Promissory NotesConsents from third parties set forth on Schedule 8.02(h); (i) copies of resolutions duly adopted by Buyer authorizing the Japan Promissory Notesexecution, delivery and performance of this Agreement and the other Transaction Documents; (j) an opinion of Wxxxx Oxxxxx Xxxxxx LLP, in the Guaranty and Security Agreementform attached to this Agreement as Exhibit J; (k) the Japan Security Agreement[Intentionally Omitted]; (l) the Washington University Sub-licenseRestrictive Covenants Agreement duly executed by Pxxx X. Xxxxxxx; (m) a certificate, dated as evidence of release of all Encumbrances filed against or otherwise encumbering the Closing Date, signed by an executive officer of Seller certifying as Acquired Assets in form and substance satisfactory to the satisfaction of the conditions specified in Sections 11.02(a) Buyer and 11.02(b);its counsel; and (n) the Selling Affiliate’s written request any and all other documents, agreements, instruments and certificates required to be delivered by Buyer pursuant to the Company Transaction Documents or such other document otherwise reasonably required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests by Buyer in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by PurchaserTransactions.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver deliver, or cause to be delivered delivered, to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoBuyer: (a) the Xxxx of Sale; (b) the Assignment and Assumption Agreement; (c) the Intellectual Property Assignment and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) Xxxx of Sale and Assignment and Assumption Agreement, the Guaranty Deeds, each Assignment of Lease and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Sellerinstruments, in form and substance reasonably satisfactory to PurchaserBuyer, certifyingin each case duly executed by Seller, under as shall be sufficient to vest good and marketable title to the penalties Purchased Assets in the name of perjuryBuyer, that Seller isfree and clear of all Liens, for U.S. federal income tax purposesother than Permitted Liens, not a foreign personand to evidence such transfer on the public records; (uii) payoff a copy of each Required Consent in form and termination letters substance reasonably satisfactory to Buyer; (iii) originals (to the extent available) of all of the Books and Records included in the Purchased Assets; provided, however, that the Company may retain (A) copies of any Books and Records that the Seller is reasonably likely to need for complying with respect requirements of law; (B) copies of any Books and Records that Seller is reasonably likely to need in connection with the disclosure set forth on Section 2.1(a)(x), (xi) and (xii) of the Seller Disclosure Letter, and (C) copies of any Books and Records that in the reasonable opinion of Seller will be required in connection with the performance of its obligations under this Agreement or any of the Ancillary Agreements; (iv) copies of notices to each landlord of the Leased Real Property advising such landlords of the closing of the transactions contemplated by this Agreement and the assignment of the Assigned Leases to the extent required by the Assigned Leases and directing such landlords to send any future notices under the Assigned Leases to Buyer at the addresses and facsimile numbers set forth in Section 7.5, letters from each landlord of credit or bank guarantees listed on Schedule 4.02(u)the Leased Real Property indicating that Seller has paid all amounts required to be paid by it as of the Closing Date to such landlord under the applicable lease and, to the extent available, originally executed copies of each Assigned Lease; (v) a power of attorney sufficient to enable Buyer to collect the books Receivables to which Buyer is entitled, including the endorsement of any payments made by any customer of the Business; (vi) all Ancillary Agreements and records referred other documents required to in Section 7.03(a)be delivered by Seller on or prior to the Closing Date pursuant to this Agreement as set forth on Annex I; and (wvii) any other certificates or documents that may be reasonably requested by Purchasera certificate of non-foreign status pursuant to section 1.1445-2(b)(2) of the Regulations.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver or cause to be delivered to Purchaser the following itemsBuyer, all duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoexecuted: (a) subject to Section 3.8, special warranty deeds (the Xxxx "Deed") conveying to Buyer good and marketable fee simple title to the Land subject only to the Permitted Exceptions (hereinafter defined) or, if Leased Land, an assignment of Saleall of Seller's rights, title and interest under any Real Estate Lease for the Land, containing the consent of the landlord if required, and estoppel language reasonably satisfactory to Buyer (the "Assignment, Assumption and Consent to Leased Land"), and a memorandum of lease in recordable form as Buyer reasonably deems appropriate; (b) subject to Section 3.8, the Assignment and Assumption AgreementTitle Policy provided for below; (c) subject to Section 3.8, the Intellectual Property Assignment and License AgreementSurvey provided for below; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty a General Conveyance, Assignment and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as Bill of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, Sale in form and substance reasonably satisfactory to PurchaserBuyer, certifyingcxxxxying, selling, transferring and assigning to Buyer all of the Assets (other than the Land and Leased Land) (the "Bill of Sale"); (e) a sworn affidavit stating, under the penalties of penalty xx perjury, that Seller is, for U.S. federal income tax purposes, is not a "foreign person" as defined under the Internal Revenue Code of 1986, as amended ("Code") or other appropriate evidence that Buyer is not required to withhold taxes under Section 1445(a) of the Code; (uf) payoff and termination letters with respect to each certified copies of resolutions of the letters board of credit or bank guarantees listed on Schedule 4.02(u)directors of each Seller authorizing the execution of this Agreement, the sale of the Assets to Buyer, and the consummation of the transactions contemplated herein, along with an incumbency certificate of each Seller; (vg) evidence of the books payment in full of all debts, judgments, liens, financing statements or deeds of trust encumbering the Assets, and records referred to releases and satisfactions thereof, excluding any obligations under any operating leases for any of the Assets; (h) a non-solicitation agreement in Section 7.03(athe form attached as Exhibit B (the "Non-Solicitation Agreement"); and (wi) any such other certificates separate documents or documents instruments of sale, assignment, or transfer reasonably required by Buyer or the Title Company to consummate the transactions contemplated by this Agreement, including titles and registrations for the Rolling Stock and the release or termination of security interests held by lenders and/or creditors of Seller or letters from such lenders and/or creditors, in form and substance satisfactory to Buyer, in its sole discretion, that may be reasonably requested by Purchasersuch lenders and/or creditors will release or terminate all liens, claims and encumbrances within 30 days after Closing.

Deliveries by Seller. On At the Closing DateClosing, Seller shall execute and deliver or cause to be delivered to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoPurchaser: (ai) Such documents conveying, transferring and assigning to Purchaser all of the Xxxx of Sale; (b) Assets, together with such information concerning the Assignment and Assumption Assets so as to give effect to the transactions contemplated by this Agreement; (cii) the Intellectual Property Assignment An officer’s certificate certifying that all of Seller’s representations and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty warranties contained herein are true, correct and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated complete in all material respects as of the Closing Date, signed by an executive officer and that Seller has performed all of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b)its obligations hereunder; (niii) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration A xxxx of sale in the shareholders registry of form attached hereto as Exhibit C and an assignment and assumption agreement in the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreementform attached hereto as Exhibit D; (oiv) a certificated copy of the minutes of the board of directors and/or shareholders meetingThe Employment Agreement, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Sellerexecuted by Xxxxxx, in the form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u)attached hereto as Exhibit E; (v) Substantiation acceptable to Purchaser in its reasonable discretion showing the books Line of Credit Balance and records referred to cash balances in Section 7.03(a)Seller’s various checking and savings accounts as of the time of Closing; and (wvi) Where appropriate, any other certificates separate instruments of sale, assignment or transfer, in form suitable for filing or recording with any appropriate office or agency, where the same are necessary or desirable in order to vest or evidence title thereto in Purchaser, including but not limited to any further instruments or documents required to record any Intellectual Property and evidence that any rights of Xxxxxx, Xxxxxxxxx and/or any current or former employee or consultant of the Seller or its predecessors in any Intellectual Property have been assigned to the Seller. At or after the Closing, at any time and from time to time, Seller shall also execute and deliver, at Purchaser’s expense, such further instruments of conveyance, sale, assignment or transfer, and shall take or cause to be taken such other or further actions, as Purchaser may reasonably request, in order to vest, confirm or evidence in Purchaser title to all or any part of the Assets, including but not limited to the Intellectual Property. Such efforts may include but are not limited to any cooperation by Seller as may be reasonably requested by necessary to protect Purchaser’s rights in and to the Intellectual Property. In the event that Purchaser elects to seek patent protection for any portion of the Assets that is capable of being patented, the Seller (and Seller shall cause Xxxxxx and/or Xxxxxxxxx, if necessary, to comply) agree to execute any reasonably necessary documentation as inventors of such Intellectual Property, including but not limited to any declarations or assignment of rights related thereto. The obligations of this Section 6.2(a) shall survive indefinitely the Closing hereunder.

Deliveries by Seller. On At the closing on the Closing Date, effective as of the Effective Time, Seller shall deliver or cause to be delivered Buyer, in addition to Purchaser all other items specified elsewhere in this Agreement, the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) the Xxxx Purchased Assets free and clear of Saleall mortgages, pledges, liens, encumbrances or charges of any kind (except as otherwise disclosed herein or in any schedule hereto); (b) such instruments of sale, conveyance, transfer, assignment, endorsement, direction or authorization as will be sufficient or requisite, in the reasonable opinion of Buyer and its counsel, to vest in Buyer, its successors and assigns, all right, title and interest (which title and interest shall be good and marketable except to the extent disclosed herein or in any schedule hereto), in and to the Purchased Assets, including, without limitation, the Assignment and Assumption Agreement, the Bxxx of Sale, the Assignment of Intellectual Property, and the Assignment of Lease Agreement; (c) the Intellectual Property Assignment and License Agreementlegal opinion referred to in Article 12 hereof; (d) such assignments, and consents thereto, if any, of the TANCO Supply Agreementvarious franchises, leases, contracts and commitments to be assumed by Buyer pursuant to Section 3.1 hereof as will be sufficient or requisite, in the reasonable opinion of Buyer and its counsel, to vest in Buyer all of Seller's rights, powers and privileges thereunder; (e) written consents, UCC-3 termination statements, and mortgage releases, all in form reasonably satisfactory to Buyer, from SouthTrust Bank, Renaissance Capital Corp., Inc., and Rxxxxxx Jxxxx Capital Partners, L.P. releasing their respective liens on the Transition Services AgreementPurchased Assets; (f) Buyer shall have obtained a written waiver of any penalty that might otherwise be due to the Corporate Split Agreement;holder of the Charlotte Deed of Trust for the early repayment of any indebtedness owed to such holder or for any claim held by such holder against any of the Purchased Assets and the written consent of such holder to the Buyer's purchase of the Charlotte Property. (g) the Contingent Payment Agreement; (hSchedules 1.1(j), 3.1(b), and 3.1(c) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) updated to a certificate, dated date as of close as possible to the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by Purchaser.

Deliveries by Seller. On At or prior to the Closing DateClosing, Seller LM, and where applicable, Xxxxxxx and Xxxxxxxx, shall execute and deliver or cause to be executed and delivered to Purchaser Buyer the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) the A Xxxx of Sale, in substantially the form attached as EXHIBIT C hereto; (b) the An Assignment and Assumption Agreement, in substantially the form attached as EXHIBIT D hereto; (c) Releases in substantially the Intellectual Property Assignment and License Agreementform attached as EXHIBIT F hereto; (d) Noncompetition Agreements in substantially the TANCO Supply Agreementform attached as EXHIBIT G hereto executed by LM, Xxxxxxx and Xxxxxxxx and an assignment of non-competition agreements with the staff of LM; (e) An Assignment of Applications, in substantially the Transition Services Agreementform attached as EXHIBIT J hereto; (f) A Certificate executed as of the Corporate Split AgreementClosing Date by a duly authorized officer of LM certifying: (i) the resolutions of the Board of Directors and Shareholders of LM approving the transactions contemplated hereby, and (ii) the accuracy of LM's representations and warranties and regarding its performance and compliance with all of the terms, provisions and conditions to be performed or complied with by LM at or before Closing; (g) the Contingent Payment The documents required pursuant to Section 7 of this Agreement; (h) A mutual termination of the U.S. Promissory NotesFranchise AgreementS between the Seller, Xxxxxxx and Xxxxxxxx and an affiliate of Buyer, substantially in the form attached as EXHIBIT L hereto; (i) An Estoppel Certificate and Consent to Assignment of Lease, in substantially in the Japan Promissory Notes;form attached as EXHIBIT I hereto; and (j) Such other instruments of sale, transfer, conveyance and assignment as Buyer and its counsel may reasonably request, including, but not limited to the Guaranty and Security Agreement;Title certificate for any vehicles acquired by Buyer. (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificateExecuted receipts from IW Management, dated as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company Inc. for the transfer payment of Shares rent and security deposits on the Crest Hill Property, and executed receipts from LM for the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy reimbursement of the minutes of the board of directors and/or shareholders meetingsecurity deposits, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser described in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by PurchaserParagraph 1.12.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver or cause to be delivered to Purchaser Buyer (the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party thereto:"Seller's Closing Documents"): (a) certificates representing the Xxxx of SaleStock, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer; (b) A certificate executed by Seller to the Assignment effect that (i) the Seller's representations and Assumption Agreementwarranties in this Agreement were accurate as stated herein as of the date of this Agreement and are accurate as stated herein as of the Closing Date as if made on the Closing Date (giving full effect to any supplements delivered by the Seller to Buyer prior to the Closing Date in accordance with SECTION 6.5), except to the extent to which such representations and warranties are specifically stated to be as of a different date, and (ii) the Seller has performed and complied in all material respects with all covenants and conditions required to be performed, or complied with, by it hereunder prior to or at the Closing; (c) the Intellectual Property Assignment Resignations of all officers and License Agreementdirectors of each of KTI and Dominion; (d) A Good Standing Certificate (dated within five business days prior to the TANCO Supply AgreementClosing Date) for KTI and Dominion from all states in which they are authorized to do business; (e) A copy of the Transition Services Agreement;KTI's and Dominion's Articles of Incorporation and all amendments thereto, certified by the Secretary of State of Minnesota, and a copy of KTI's and Dominion's By-laws, and all amendments thereto, certified by the Secretary of each of KTI and Dominion; and (f) An opinion of Xxxxxx, Xxxxxxxx and Xxxxxx, P.A., legal counsel to Seller and the Corporate Split AgreementSubsidiaries, dated the Closing Date, covering the matters set forth in EXHIBIT 3.2(f) attached hereto; (g) the Contingent Payment AgreementThe License Agreements, duly executed by Seller; (h) the U.S. Promissory NotesThe Xxxxx Xxx Escrow Agreement, duly executed by Seller; (i) the Japan Promissory NotesThe Indemnity Escrow Agreement, duly executed by Seller; (j) A release in the Guaranty form attached hereto as EXHIBIT 3.2(d), whereby Seller and Security Agreementits subsidiaries (other than the Subsidiaries) shall release the Subsidiaries from any and all liabilities or obligations of the Subsidiaries except for the License Agreements; (k) The noncompetition agreements in the Japan Security Agreementform attached hereto as EXHIBIT 8.7 from Seller and Xxxxxx Xxxxx, duly executed by each of them; (l) A pay-off letter from TCF Bank Minnesota fsb, the Washington University Sub-license;secured lender of the Subsidiaries; and (m) a certificate, dated Such other documents as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written Buyer may reasonably request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer purpose of Shares from consummating the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meetingContemplated Transactions, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, each in form and substance reasonably satisfactory acceptable to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff Buyer's and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by PurchaserSeller's counsel.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver deliver, or cause to be delivered delivered, to Purchaser and, as appropriate, Company, the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) A good and sufficient Bill xx Sale, Assignment and Assumption of Liabilities Agreement for the Xxxx Assets in the form attached hereto as Exhibit A (the "Bill xx Sale"), executed by Seller and Company and (i) selling, delivering, transferring, conveying and assigning to Company all of Sale;Seller's right, title, and interest in and to the Assets, free and clear of any and all Liens (except for Permitted Encumbrances) and (ii) assigning to Company only those liabilities provided in Section 1.3 hereof. (b) An affidavit of Seller, in a form reasonably satisfactory to Purchaser, stating, under penalty of perjury, Seller's United States taxpayer identification number and that Seller is not a foreign person under Section 1445(b)(2) of the Assignment and Assumption Agreement;Code. (c) the Intellectual Property Assignment Good and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty sufficient assumptions and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as assignments of the Closing DateProprietary Rights and Contracts, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, which shall be in form and substance reasonably satisfactory to Purchaser, certifying, under Purchaser and shall include the penalties written consents of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person;all parties necessary in order to transfer all of Seller's rights thereunder to Company. (ud) payoff Good and termination letters with respect to each sufficient novations of the letters of credit or bank guarantees Contracts listed on Schedule 4.02(u);1.1(c) under the heading "Contracts Requiring Novation", which shall be in form and substance reasonably satisfactory to Purchaser in order to transfer all of Seller's rights and obligations thereunder to Company. (ve) An Officer's Certificate executed by the books President and records referred Chief Financial Officer of Seller, dated as of the Time of Closing, certifying (i) that the conditions specified in subsections (a) to (d) of Section 7.1 have been satisfied, (ii) that there shall have been no material adverse change in Section 7.03(a); andthe Technology or the Assets or Assumed Liabilities taken as a whole since the date of the Balance Sheet. (wf) Revised Schedules to this Agreement which shall be complete, true and correct as of the Time of Closing. Seller acknowledges that any other Schedules not revised as of the Time of Closing shall be deemed true and correct as of the Time of Closing. (g) An opinion letter of Testx, Xxrwxxx & Xhibxxxxx XXX, counsel for Seller, dated as of the Time of Closing, in form and substance mutually agreed to by Purchaser and Seller. (h) The License Agreement, executed by Seller. (i) The Escrow Agreement, executed by Seller. (j) A certificate or certificates or documents that may be reasonably requested representing the Shares, accompanied by Purchaserstock powers duly endorsed in blank.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver deliver, or cause to be delivered delivered, to Purchaser Buyer the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) the Xxxx Assignment, duly executed by Seller, and a certificate or certificates representing the Interests, duly and validly endorsed in favor of SaleBuyer or accompanied by a separate stock power duly and validly executed by Seller or otherwise sufficient to vest in Buyer good title to the Interests, free and clear of all Liens (other than restrictions on transfer under applicable securities Laws); (b) the Assignment and Assumption AgreementSeller Closing Certificate; (c) a certificate as to the Intellectual Property Assignment and License Agreementgood standing (or existence) of the Company, certified dated as of a recent date by the Secretary of State (or equivalent) of such entity’s jurisdiction of organization; (d) the TANCO Supply Transition Services Agreement, duly executed by Seller; (e) a certificate in the Transition Services Agreementform prescribed by Treasury Regulations Section 1.1445-2(b)(2) certifying that Seller is not a “foreign person” for purposes of Section 1445 of the Code; (f) written resignations of the Corporate Split Agreementdirectors and officers (or persons holding similar offices) of the Company, in each case effective at or prior to the Closing; (g) copies (unless otherwise indicated) of the Contingent Payment Agreementbooks, records, original minute books and other materials (in any form) in the possession of Seller or any of its Affiliates relating to the Company, including copies of (x) the documents described on Schedule 2.6(g) for the time periods set forth therein and (y) financial and accounting records, intellectual property records, service and warranty records, equipment logs, employee records, litigation files and any additional similar documents; (h) the U.S. Promissory Notes;joint written instruction to the Escrow Agent for release of the Closing Payment, duly executed by Seller; and (i) the Japan Promissory Notes; (j) the Guaranty such other agreements, documents, instruments and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated writings as of are expressly required to be delivered by Seller on or prior to the Closing Date, signed by an executive officer of Seller certifying as Date pursuant to this Agreement or the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Transition Services Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by Purchaser.

Deliveries by Seller. On At the Closing DateClosing, Seller shall will deliver or cause to be delivered to Purchaser the following items, duly executed documents to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoBuyer: (a) a certificate executed on behalf of Seller by the Xxxx president, senior vice president, or vice president of SaleSeller, dated the Closing Date, representing and certifying, in such detail as Buyer may reasonably request, that the conditions set forth in Sections 10.1 and 10.2 have been fulfilled; (b) evidence that all agreements between the Assignment Company or any Subsidiary, on the one hand, and Assumption Agreement;Seller or any of its Affiliates (other than the Company or any Subsidiary), on the other hand, listed on Schedule 3.2(b) shall have been canceled or terminated; and (c) the Intellectual Property Assignment certificates, instruments and License documents listed below: (i) certificates, if any, representing the Equity Interests, together with assignments or other instruments of transfer duly endorsed in blank, or accompanied by stock powers or other instruments of transfer duly executed in blank, and otherwise in form acceptable for transfer of the Equity Interests to Buyer; (ii) minute books, stock records, and corporate seal (if any) of the Company and each Subsidiary, provided, that any of the foregoing items shall be deemed to have been delivered pursuant to this Section 3.2(c)(ii) if such item has been delivered to or is otherwise located at any office of the Company or any Subsidiary; (iii) such other certificates, instruments of conveyance, and documents as may be reasonably requested by Buyer prior to the Closing Date to carry out the intent and purposes of this Agreement; (d) evidence that (i) all outstanding Obligations (as defined in the TANCO Supply Credit Agreement) under the Credit Agreement shall have been paid in full (or will be paid in full on the Closing Date) and that upon such payment, no further Obligations (as defined in the Credit Agreement) of the Company or any Subsidiary shall be outstanding thereunder and (ii) prior to the Closing Date, Seller has made an offer to repurchase all of the outstanding Preferred Securities, which if accepted, would take place simultaneously with the Closing; (e) a counterpart signature page to the Transition Services Agreement;Tax Termination and Indemnity Agreement duly executed by Seller, XO LLC and Subsidiaries; and (f) an executed legal opinion from Wxxxxxx Xxxx & Gxxxxxxxx LLP, counsel to Seller and the Corporate Split Agreement; (g) Company, with respect to the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty authorization, legality and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as enforceability of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from SellerRestructuring Merger, in form and substance reasonably satisfactory to Purchaser, certifying, under counsel to the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by PurchaserBuyer.

Deliveries by Seller. On At the Closing DateClosing, Seller shall will deliver or cause to be delivered to Purchaser Buyer (unless delivered previously) the following itemsfollowing: The Transition Agreement (as hereinafter defined), duly executed to the extent applicable by Seller or its Affiliate; The Staffing Services Agreement executed by Seller or its Affiliate; Bills of sale, instruments of assignment, certificates of title and the Affiliate(s) of Seller that are party thereto: (a) the Xxxx of Sale; (b) the Assignment and Assumption Agreement; (c) the Intellectual Property Assignment and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificateother conveyance documents, dated as of the Closing Date, signed by an executive officer transferring to Buyer all of Seller certifying as Seller's right, title and interest in and to the satisfaction Assets together with possession of the conditions specified Assets; Documents evidencing the assignment and assumption of the Assumed Contracts and the Assumed Liabilities and the assignment of any assignable permits and licenses; and All other documents, instruments and writings required by Buyer to be delivered by Seller at or prior to the Closing pursuant to this Agreement or otherwise reasonably required in Sections 11.02(a) and 11.02(b); connection herewith. Deliveries by Buyer. At the Closing, Buyer will deliver or cause to be delivered to Seller (nunless previously delivered) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser following: The Purchase Pric'e in accordance with this Section 1.7 hereof; The Transition Agreement; (o) a certificated copy , executed by Buyer or its Affiliate; The Staffing Services Agreement, executed by Buyer or its Affiliate; Documents evidencing the assignment and assumption of the minutes Assumed Contracts and the Assumed Liabilities and the assignment of any assignable permits and licenses; and All other documents, instruments and writings required by Seller to be delivered by the buyer at or prior to the Closing pursuant to this Agreement or otherwise reasonably required in connection herewith. Allocation of Purchase Price. Seller and Buyer will use their reasonable best efforts to agree on the allocation of the board of directors and/or shareholders meeting, as applicable, Assets (the "Allocation") and will use the Allocation in reporting the deemed purchase and sale of the Company approving Assets for federal and state income tax purposes. If the transfer parties are unable to agree upon the Allocation within 90 days before the due date of filing any Tax Return (as hereinafter defined) for which the Allocation is relevant, the Allocation shall be made by an independent accountant selected by the parties. RELATED MATTERS Use of Seller ''s Name and Logos. It is expressly agreed that Buyer is not purchasing, acquiring or otherwise obtaining any right, title or interest in the names "Xxxxxxx" or "Xxxxxxx Logistics", or any tradenames, trademarks, identifying logos or service marks related thereto or employing any part or variation of any of the Shares from foregoing or any confusingly similar tradename, trademark or logo (collectively, the Selling Affiliate to Purchaser in accordance with this Agreement; "Seller Tradenames and Logos"). Buyer agrees that neither it nor any of its Affiliates (pas hereinafter defined) the shareholders registry shall make any use of the Company; (q) resignation letters of Seller Tradenames and Logos from and after the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completedClosing Date; provided, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjuryhowever, that Seller is(or its Affiliate) shall grant Buyer a ninety (90) day license for use of the Xxxxxxx Logistics logo in order for Buyer to undertake the deletion or removal of the Xxxxxxx Logistics logo in a practical manner. No Ongoing or Transition Services. Except as provided in the Transition Agreement, for U.S. federal income tax purposesat the Closing, not a foreign person; all data processing, accounting, insurance, banking, personnel, legal, communications, fuel procurement and other services provided to Seller by any Affiliate of Seller, including any agreements or understandings (uwritten or oral) payoff and termination letters with respect thereto, will terminate. Distributions. The parties agree that Seller shall have the right, at or prior to each the Closing, to cause Seller to distribute all cash held by Seller to its Affiliates, by one or more cash dividends, repurchase of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to existing stock and/or other distributions. Except as provided in Section 7.03(a1.9(b); and (w) , no adjustment shall be made to the Purchase Price as a result of any such dividends, repurchases or other certificates distributions paid to Seller or documents that may be reasonably requested by Purchaserits Affiliates.

Deliveries by Seller. On At the Closing DateClosing, the Seller shall execute and deliver or cause to be delivered to Purchaser the following itemsdelivered, duly executed as applicable, to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoPurchaser: (a) a xxxx of sale substantially in the form of Exhibit A attached hereto (the “Xxxx of Sale”); (b) an assignment and assumption agreement substantially in the form of Exhibit B attached hereto (the “Assignment and Assumption Agreement”); (c) an assignment and assumption agreement for each interest of Seller, as lessee, in Leased Real Property to the Intellectual extent such Leased Real Property Assignment is being assigned to the Purchaser hereunder in form and License Agreementsubstance satisfactory to the Purchaser (collectively, the “Lease Assignments”); (d) a receipt for the TANCO Supply AgreementPurchase Price; (e) all Consents required herein, including those required for the Transition Services Agreementassignment to the Purchaser of the Assigned Contracts, including, without limitation, landlord consents in connection with the Subleases; (f) a certification of non-foreign status for the Corporate Split AgreementSeller in the form and manner which complies with the requirements of Section 1445 of the Code and the regulations promulgated thereunder; (g) certificates of title to all vehicles included in the Contingent Payment AgreementPurchased Assets with assignments to the Purchaser; (h) true and complete copies, certified by the U.S. Promissory NotesSecretary or an Assistant Secretary of Seller, of the (i) resolutions duly and validly adopted by the Board of Directors of the Seller evidencing its authorization of the execution and delivery of this Agreement and the other documents contemplated hereby to which the Seller is a party and the consummation of the transactions contemplated hereby and thereby and (ii) Bylaws of the Seller; (i) a certificate of the Japan Promissory NotesSecretary or an Assistant Secretary of the Seller certifying the names and signatures of the officers of the Seller authorized to sign this Agreement and the other documents contemplated hereby to which the Seller is a party to be delivered hereunder; (j) a certificate of a duly authorized officer of the Guaranty Seller certifying as to the matters set forth in Sections 9.2(a) and Security Agreement(b) with respect to the representations and warranties contained in Article III hereof and the covenants and obligations of the Seller; (k) the Japan Security Agreement[Intentionally Omitted]; (l) an opinion of Loomis, Ewert, Parsley, Xxxxx & Gotting, P.C., counsel to the Washington University Sub-licenseSeller and the Parent, dated the Closing Date, substantially in the form of Exhibit D attached hereto; (m) a certificate, dated as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b)[Intentionally Omitted]; (n) the Selling Affiliate’s written request confidentiality letters and contracts required to the Company or such other document required for Purchaser be delivered pursuant to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this AgreementSection 8.1(c) hereof; (o) for each interest in Owned Real Property, a certificated copy of recordable warranty deed in form and substance satisfactory to the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement;and its counsel; and (p) any additional documents or instruments as the shareholders registry Purchaser may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer, conveyance, subleasing and delivery of the Company; (q) resignation letters Purchased Assets to the Purchaser and to put the Purchaser in actual possession or control of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by PurchaserPurchased Assets.

Deliveries by Seller. On the Closing DateAt Closing, Seller shall execute and deliver or cause to be delivered to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoEscrow Agent: (a) a Special Warranty Deed substantially in the Xxxx of Saleform attached hereto as Exhibit D proper for recording, conveying good and marketable fee simple title in the Real Property to Purchaser, subject, however, to the Permitted Exceptions; (b) a Xxxx of Sale substantially in the Assignment form attached hereto as Exhibit E, dated as of as of the Closing Date, conveying to Purchaser any and Assumption Agreementall Personal Property; (c) a Leaseback Agreement substantially in the Intellectual Property Assignment and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificateform attached hereto as Exhibit F, dated as of the Closing Date, signed by for the Improvements; (d) an executive officer Assignment of Seller certifying Contracts substantially in the form attached hereto as Exhibit G, dated as of the Closing Date, assigning all of Seller’s right, title and interest in and to all service and maintenance contracts relating to the satisfaction Property which Purchaser elects to assume and are in force and effect as of the conditions specified Closing Date; (e) an affidavit that Seller is not a “foreign person” in Sections 11.02(athe form attached as Exhibit H; (f) and 11.02(b[intentionally omitted]; (g) an estoppel certificate or similar document from the owners’ association, if any, that governs the Property, provided however that in the event Seller is unable to obtain such certificate, then Seller may provide a certificate until such time as Seller is able to obtain a certificate from the association(s); (nh) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration extent in the shareholders registry possession of the Company Seller, equipment manuals and plans and specifications for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this AgreementImprovements, and maintenance records for 2007, 2008 and 2009; (oi) a certificated copy copies of all keys or combinations to all locks at the minutes of Property, other than those that relate to the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement;secure facilities; and (pj) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from SellerDocumentation, in form and substance reasonably satisfactory to PurchaserPurchaser and the Title Company, certifying, confirming and evidencing that: (i) Seller is a corporation validly existing and in good standing under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each laws of the letters State of credit or bank guarantees listed on Schedule 4.02(u); Colorado; (vii) the books execution, delivery and records referred performance of this Agreement and of all instruments to be executed and delivered by Seller have been duly authorized by all necessary action on the part of Seller; and (iii) the individuals executing this Agreement and the other documents and instruments referenced herein or otherwise executed and delivered in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by Purchaserconnection herewith on behalf of Seller have the legal power, right and authority to bind Seller under the terms and conditions stated herein.

Deliveries by Seller. On the Closing Date, Seller shall deliver or cause to be delivered to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party thereto: (a) the Xxxx of Sale; (b) the Assignment and Assumption Agreement; (c) the Intellectual Property Assignment and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); (w) the Boyertown Mortgage; (x) the Excess Tantalum Inventory Note; and (wy) any other certificates or documents that may be reasonably requested by Purchaser.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver deliver, or cause to be delivered delivered, to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoPurchaser: (a) a xxxx of sale, assignment and assumption agreement, in the Xxxx form of SaleExhibit A, duly executed by Seller; (b) assignments of Purchased Intellectual Property, in forms suitable for recording in the Assignment U.S. Patent and Assumption AgreementTrademark Office and the U.S. Copyright Office (and in form and substance reasonably acceptable to Purchaser), as applicable, duly executed by Seller, and general assignments of all other Purchased Intellectual Property (in form and substance reasonably acceptable to Purchaser), if any, duly executed by Seller; (c) the Intellectual Property Assignment officer's certificate required to be delivered pursuant to Section 10.1(c) and License Agreement10.1(b); (d) the TANCO Supply AgreementAllocation Instructions; (e) a certificate of the Transition Services AgreementSecretary of Seller certifying as to: (i) the full force and effect of its certificate of incorporation and bylaws attached as exhibits; (ii) the full force and effect of the resolutions of its board of directors and stockholders authorizing the execution and delivery by Seller of this Agreement and the other Seller Documents, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the Transactions; and (iii) the signature and incumbency of each officer of Seller executing this Agreement or any of the other Seller Documents; (f) a certificate evidencing the Corporate Split Agreementgood standing of Seller in its jurisdiction of organization as of a recent date; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as of the Closing Date, signed by an executive officer certificate of Seller certifying as to the satisfaction of matters set forth in Section 5.7(b) (in the conditions specified in Sections 11.02(a) and 11.02(bform prescribed by applicable IRS regulations), duly executed by Seller; (nh) the Selling Affiliate’s written request to the Company or such all other document required for Purchaser to complete the registration in the shareholders registry instruments of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Sellerconveyance and transfer, in form and substance reasonably satisfactory acceptable to Seller and Purchaser, as may be necessary to convey the Purchased Assets to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (wi) any such other documents, instruments and certificates or documents that as Purchaser may be reasonably requested by Purchaserrequest.

Deliveries by Seller. On At the Closing DateClosing, Seller shall will deliver or cause to be delivered to Purchaser -------------------- the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoBuyer: (a) the Xxxx Such instruments of Sale; sale, transfer, assignment (b) the Assignment including agreements for assignment and Assumption Agreement; (c) the Intellectual Property Assignment and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as assumption of the Closing DateLeased Plant Leases), signed by an executive officer conveyance and delivery (including all bills of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company sale, special warranty deeds for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share Owned Real Property and all vehicle certificates of the Company (if any have been issued since the date of incorporation of the Companytitle); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to PurchaserBuyer, certifyingas are required or reasonably requested by Buyer in order to transfer to Buyer Seller's right, under title and interest in and to the penalties Purchased Assets, free and clear of perjuryall liens, that Seller ischarges, for U.S. federal income tax purposes, not a foreign personsecurity interests and other encumbrances subject only to the Permitted Encumbrances; (ub) payoff All third party consents and termination letters releases required under contracts marked with an asterisk on the Restrictions Schedule or the other Schedules --------------------- referred to therein and all governmental approvals necessary for Seller to consummate the transactions contemplated hereby (except as otherwise provided in the Licenses and Permits Schedule), including the Estoppel and Consent ----------------------------- Agreements, in each case with no conditions adverse to Buyer's interests (it being understood, so long as Seller complies with its obligations under Section 8.1(f), that the failure of Seller to deliver a required consent or release with respect to each any contract not marked with an asterisk on the Restrictions Schedule --------------------- or the other Schedules referred to therein shall be a failure to satisfy a condition precedent to Buyer's obligation to consummate the transactions contemplated by this Agreement and not a breach of the letters of credit or bank guarantees listed on Schedule 4.02(uthis covenant by Seller); (vc) Evidence that the books and records referred constituting Purchased Assets are transferred to Buyer; (d) Certified copies of resolutions of Seller's board of directors authorizing and approving the execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby by Seller; (e) Certified copies of resolutions of the board of directors of the Parent authorizing and approving the execution, delivery and performance of the U.S. Can Parent Guarantee by Parent; (f) The opinion and certificates contemplated by Sections 5.5 and 5.6 and a certificate of the Secretary or Assistant Secretary of Seller (and Parent) as to (i) the incumbency of the officer(s) of Seller (and Parent) (who may be such Secretary or Assistant Secretary) executing this Agreement (or the U.S. Can Parent Guarantee) and the other agreements contemplated hereby and (ii) the certificate of incorporation and by-laws of Seller (and Parent); (g) The Transition Services Agreement, in Section 7.03(athe form attached hereto as Exhibit 3.2(g) (the "Transition Services Agreement"); and-------------- ----------------------------- (wh) any other certificates or documents that may be reasonably requested by Purchaser.The Supply and Tolling Agreement in the form attached hereto as Exhibit 3.2(h) (the "Supply Agreement"); -------------- ---------------- (i) The guarantee of Parent in the form attached hereto as Exhibit 3.2(i) (the "U.S. Can Parent Guarantee"); ------------------------- (j) The Escrow Agreement in the form attached hereto as Exhibit 3.2(j) -------------- (the "Escrow Agreement"); ---------------- (k) A certification pursuant to Treasury Regulation Section 1.1445- 2(b)

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver or cause to be delivered to Purchaser (unless previously delivered), the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) duly executed Bills of Sale for the Xxxx of Salepersonal property in customary form reasonably acceptable to Purchaser; (b) duly executed Assignment of Contracts for the Assignment and Assumption AgreementAssumed Contracts in customary form reasonably acceptable to the Purchaser; (c) all documents of title and instruments of conveyance necessary to transfer record and/or beneficial ownership to Purchaser of all vehicles and any other property owned by Seller which are included in the Intellectual Property Assignment Acquired Assets as part of the Business and License Agreementwhich require execution, endorsement and/or delivery of a document in order to vest record or beneficial ownership thereof in Purchaser; (d) assignments of all Intellectual Property which is listed in Section 3.2(e) of the TANCO Supply AgreementDisclosure Schedule as owned by Seller for the benefit of the Business; (e) assignment of the Transition Services AgreementReal Property Lease; (f) executed copies of the Corporate Split AgreementRequired Consents referred to in Section 4.5 hereof; (g) the Contingent Payment Agreementall documents containing or relating to “know-how” to be acquired by Purchaser pursuant hereto; (h) all of the U.S. Promissory Notesbooks and records of Seller relating to the Business, except as otherwise required by law and except as are set forth in Section 2.1(a)(iii) of the Disclosure Schedule; (i) a certification of non-foreign status for Seller in the Japan Promissory Notesform and manner which complies with the requirements of Section 1445 of the Code and the regulations promulgated thereunder; (j) the Guaranty and Security Agreementall Permits referred to in Article 2.1(a)(vi) hereof; (k) any other certifications from Seller or any of its Affiliates which may be required under Applicable Law necessary to establish that no Taxes are due to any taxing authority for which the Japan Security AgreementPurchaser could have liability to withhold and pay with respect to the transfer of the Business; (l) all such other deeds, endorsements, assignments and other instruments as, in the Washington University Sub-licensereasonable opinion of Purchaser’s counsel, are necessary to vest in Purchaser good and marketable title to the Acquired Assets; (m) a certificate, dated as of all other previously undelivered documents required to be delivered by Seller to Purchaser at or prior to the Closing Date, signed by an executive officer of Seller certifying as to in connection with the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b);Transactions; and (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry opinion of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records counsel referred to in Section 7.03(a); and (w7.2(b) any other certificates or documents that may be reasonably requested by Purchaserhereof.

Deliveries by Seller. On At the Closing DateClosing, Seller shall will deliver or cause to be delivered to Purchaser delivered, unless waived by Purchaser, the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoPurchaser: (a) the Xxxx of Sale; (b) the Assignment and Assumption Agreement; (c) the Intellectual Property Assignment and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) copies of the Japan Promissory Notes; certificate or articles of incorporation, including all amendments thereto, of each of MRT and Seller certified by the applicable Secretary of State or other appropriate governmental official, and (jii) certificates from the Guaranty applicable Secretary of State or other appropriate governmental official to the effect that MRT is in good standing in such jurisdiction, listing all charter documents of MRT on file and Security Agreement; attesting, in the case of MRT, to its payment of all franchise Taxes, and (kiii) certificates from the Japan Security Agreement; Secretary of State or other appropriate official in each jurisdiction in which MRT is qualified or admitted to do business as a foreign corporation to the effect that MRT is duly qualified or admitted in good standing in such jurisdiction, all of such certificates to be dated within thirty (l30) the Washington University Sub-license; (m) a certificate, dated as of days before the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share b. executed certificates of the Company (if any have been issued since secretary or other appropriate officer of Seller, dated the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from SellerClosing Date, in form and substance reasonably satisfactory to Purchaser, certifyingcertifying (i) the resolutions of the board of directors of Seller authorizing the execution and performance of this Agreement and the transactions contemplated hereby and certifying that they have not been rescinded or amended; (ii) as to the incumbency of the officers of Seller executing this Agreement, under and/or any related agreement, and including specimen signatures; (iii) that the penalties stockholders of perjuryMRT have approved this Agreement in writing, that Seller isand no other vote, for U.S. federal income tax purposes, not a foreign personapproval or consent of any holder of capital stock of MRT is required or necessary to consummate the transactions contemplated by this Agreement; (u) payoff and termination letters with respect to each of c. Certificates representing the letters of credit Purchased Stock, duly endorsed for transfer or bank guarantees listed on Schedule 4.02(u)accompanied by executed stock powers; (v) d. a Release executed by Seller in the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by Purchaser.form of Exhibit 4.2.d hereto;

Deliveries by Seller. On (a) At the Closing DateClosing, Seller shall deliver deliver, or cause to be delivered to Purchaser delivered, the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoBuyer: (a) the Xxxx of Sale; (b) the Assignment and Assumption Agreement; (c) the Intellectual Property Assignment and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) stock certificates representing the Japan Promissory NotesShares, duly endorsed, or accompanied by stock powers duly executed in blank, and otherwise in a form sufficient for transfer on the books of the Company; (jii) the Guaranty and Security Pledge Agreement, duly executed by Seller; (kiii) evidence of the Japan Security Agreement; (l) appointment of Xxxx Xxxxxx to the Washington University Sub-license; (m) a certificateCompany’s Board of Directors, dated effective as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this the terms of the Shareholders Agreement; (oiv) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this AgreementShareholder Agreement duly executed by Seller; (pv) evidence satisfactory to Buyer of the shareholders registry assignment of Seller’s rights with respect to the Shares under the Registration Rights Agreement, countersigned by the Company; (qvi) resignation letters of an amendment to the directors of Facilities Agreement in the form previously agreed to by the parties, executed by Seller and the Company; (rvii) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate SplitFee Waivers duly executed by Seller; (sviii) original share certificates a legal opinion of Xxxxxx LLP, counsel to Seller, relating to the corporate status and authority of Seller, the due authorization and approval of the Company (if any have been issued since Agreement and the date of incorporation Shareholder Agreement and the validity of the Company)Shares, in form and substance reasonably acceptable to Buyer; (tix) the certificate contemplated by Section 6.1 hereof; (x) a certificate under Section 1445(a) of the Code from secretary of Seller, in form and substance reasonably satisfactory to PurchaserBuyer, certifying, under certifying as to the penalties resolutions of perjury, that the directors of Seller is, for U.S. federal income tax purposes, not a foreign personapproving and authorizing this Agreement and the transactions contemplated by this Agreement; (uxi) payoff and termination letters with respect to each a certificate of the letters secretary of credit or bank guarantees listed on Schedule 4.02(u)the Company, in form and substance reasonably satisfactory to Buyer, certifying as to (i) the resolutions of the directors of the Company approving and authorizing this Agreement and the transactions contemplated by this Agreement; (ii) the articles of incorporation of the Company; and (iii) the Bylaws of the Company; (vxii) a good standing certificate of the books Company issued by the Secretary of State of Delaware, dated within five (5) Business Days of the Closing Date; (xiii) a certification of non-foreign status dated as of the Closing Date and records referred complying with the requirements of Treasury Regulation Section 1.1445-2(b)(2) in a form reasonably acceptable to in Section 7.03(aBuyer (the “FIRPTA Certificate”); and (wxiv) any such other certificates or instruments and documents that may be as are reasonably requested by Purchasernecessary to effect the transactions contemplated hereby.

Deliveries by Seller. On At the Closing DateClosing, Seller shall will deliver or cause to be delivered to Purchaser delivered, unless waived by Purchaser, the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoPurchaser: (a) the Xxxx of Sale; (b) the Assignment and Assumption Agreement; (c) the Intellectual Property Assignment and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) copies of the Japan Promissory Notes; certificate or articles of incorporation, including all amendments thereto, of each of MRT and Seller certified by the applicable Secretary of State or other appropriate governmental official, and (jii) certificates from the Guaranty applicable Secretary of State or other appropriate governmental official to the effect that MRT is in good standing in such jurisdiction, listing all charter documents of MRT on file and Security Agreement; attesting, in the case of MRT, to its payment of all franchise Taxes, and (kiii) certificates from the Japan Security Agreement; Secretary of State or other appropriate official in each jurisdiction in which MRT is qualified or admitted to do business as a foreign corporation to the effect that MRT is duly qualified or admitted in good standing in such jurisdiction, all of such certificates to be dated within thirty (l30) the Washington University Sub-license; (m) a certificate, dated as of days before the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share b. executed certificates of the Company (if any have been issued since secretary or other appropriate officer of Seller, dated the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from SellerClosing Date, in form and substance reasonably satisfactory to Purchaser, certifyingcertifying (i) the resolutions of the board of directors of Seller authorizing the execution and performance of this Agreement and the transactions contemplated hereby and certifying that they have not been rescinded or amended; (ii) as to the incumbency of the officers of Seller executing this Agreement, under and/or any related agreement, and including specimen signatures; (iii) that the penalties stockholders of perjuryMRT have approved this Agreement in writing, that Seller isand no other vote, for U.S. federal income tax purposes, not a foreign personapproval or consent of any holder of capital stock of MRT is required or necessary to consummate the transactions contemplated by this Agreement; (u) payoff and termination letters with respect to each of c. Certificates representing the letters of credit Purchased Stock, duly endorsed for transfer or bank guarantees listed on Schedule 4.02(u)accompanied by executed stock powers; (v) d. a Release executed by Seller in the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by Purchaser.form of Exhibit 4.2.d hereto ;

Deliveries by Seller. On At the Closing DateClosing, Seller shall will deliver or cause to be delivered to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoPurchaser: (a) the Xxxx of Sale, duly executed by Seller; (b) the Assignment Trademark Assignment, duly executed by each of Seller and Assumption AgreementDrake; (c) the Intellectual Property Assignment IP Assignment, duly executed by each of Seller and License AgreementDrake; (d) the TANCO Supply AgreementDomain Name Assignment, duly executed by Seller; (e) evidence of termination of the Transition Services AgreementXxxx 2011 Employment Agreement effective as of the Closing, in a form reasonably satisfactory to Purchaser; (f) a written statement from each financial institution or other Person, setting forth the Corporate Split Agreementamount of Closing Indebtedness or Transaction Expenses, as the case may be, due or accrued to such financial institution or other Person through the Closing Date and acknowledging that, upon payment of such amount, (i) such Person shall have received all amounts due to such Person in connection therewith and (ii) in the case of the Closing Indebtedness, any and all Liens relating to the Closing Indebtedness will be terminated and discharged and that Seller and its Representatives shall have the authority to file any termination statements or other instruments terminating such Liens; (g) a non-foreign person affidavit certifying that Seller (or Seller’s non-disregarded owner if Seller is a disregarded entity) is not a “foreign person” as defined in Section 1445 of the Contingent Payment AgreementCode, and otherwise meeting the requirements of Section 1.445-2(b) of the Treasury Regulations; (h) the U.S. Promissory Notesevidence of all Consents, Orders, Permits, filings and notifications set forth on Schedule 5.5(b), in each case in form and substance reasonably acceptable to Purchaser, which Consents, Orders, Permits, filings and notifications have not been withdrawn; (i) all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Japan Promissory Notes;Closing pursuant to Section 9.1; and (j) the Guaranty all other deeds, endorsements, assignments and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificateother instruments of conveyance and transfer as Purchaser may reasonably request and which, dated as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry reasonable opinion of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifyingare necessary to vest in Purchaser or its assigns all of Seller’s right and title to, under and interest in, the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by PurchaserPurchased Assets.

Deliveries by Seller. On and the Closing DateMembers at Closing. In addition to any other documents required to be delivered at Closing, Seller and the Members shall deliver or cause to be delivered each of the following, in form and substance satisfactory to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoBuyer: (a) the Xxxx of Sale; (b) the Assignment An executed Bill xx Sale and Assumption Agreement; (c) Agreement in the Intellectual Property Assignment form attached hereto as Exhibit C and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificateother instruments of transfer, with full warranties of title, dated as of the Closing Date, signed by an executive officer conveying to Buyer all of Seller certifying as Seller's right, title, and interest in and to the satisfaction Acquired Assets, all in form and substance satisfactory to Buyer; (b) An executed Assignment of Contracts (with consents if required) in the conditions specified form attached hereto as Exhibit D, with respect to the Assumed Contracts set forth in Sections 11.02(aSchedule 2.1; (c) Executed assignments of all assignable Permits issued to Seller by any governmental entity or vendor; (d) All books, records and 11.02(bother data relating to the Business (other than those reflected in Section 2.1(g); (ne) Properly executed and acknowledged titles and other instruments of transfer to all motor vehicles owned by Seller and used in connection with the Selling Affiliate’s written request Business; (f) Assignments of Intellectual Property Rights, each in the form attached hereto as Exhibit E, in recordable form to the Company extent necessary to assign such rights; (g) Instruments of assignment and transfer of all other property of Seller used in connection with the Business of every kind and description and wherever situated; (h) All documents necessary to release the Acquired Assets from all Encumbrances, except for Permitted Liens; (i) Such certificates of Seller's officers and others to evidence compliance with the conditions set forth in this Agreement as may be reasonably requested by Buyer; (j) Certified resolutions adopted by Seller's governing board and the Members approving this Agreement and the transactions contemplated hereby; (k) All agreements or such other document required for Purchaser consents of any parties, including to complete the registration in assumption of debt on Seller's balance sheet by its lenders, necessary to the shareholders registry consummation of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with transactions contemplated by this Agreement; (ol) a certificated copy The legal opinion of Reboul, MacMurray, Hewixx, Xxxxxxx & Xristol, counsel to the minutes of Seller and the board of directors and/or shareholders meetingMembers, in the form attached hereto as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this AgreementExhibit G; (pm) The executed Employment Agreements with Friedlander, Lawler, Joel Xxxxxxx ("Xpstxxx"), Lisa Xxxxxxx, Xxbi Xxxxxxx xxx Josexx Xxxxx xx the shareholders registry of forms attached hereto as Exhibits H, I, J, K, L, and M (the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company"Employment Agreements"); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by Purchaser.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver deliver, or cause to be delivered delivered, to Purchaser Buyer the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) the Xxxx Assignment and Assumption Agreement, duly executed by Seller, and any bills of Salesale, consents, assignments and other necessary instruments and documents, including for the Assumed Leases, which are reasonably satisfactory in form and substance to Seller and Buyer, transferring and conveying the Acquired Assets to Buyer or its designee free and clear of all Liens, other than Permitted Liens; (b) consents to assignment, executed by the Assignment and Assumption AgreementSeller’s applicable lessors, respecting the Assumed Leases and, if applicable, executed counterparts of each of the Assumed Leases; (c) the such assignments, in recordable form where appropriate, conveying good and valid title to all Intellectual Property Assignment and License Agreementintangible property included in the Acquired Assets; (d) certificates, dated within seven business days prior to the TANCO Supply AgreementClosing Date, duly issued by the appropriate Governmental Authorities in the State of Illinois showing Seller to be in good standing and that all state franchise and/or income tax returns and taxes due by Seller for all periods ending and due prior to the Closing have been filed and paid; (e) a Tax Certificate from Seller, substantially in the Transition Services Agreementform of Exhibit E, duly executed by Seller; (f) a certified copy of the Corporate Split Agreementresolutions of the members of Seller properly authorizing and approving this Agreement and the transactions contemplated hereby; (g) a Member’s Certificate, substantially in the Contingent Payment Agreementform of Exhibit F, duly executed on behalf of Seller; (h) the U.S. Promissory NotesRegistration Rights Agreement Amendment, duly executed by each member of the Pacer Propane Group; (i) the Japan Promissory NotesGuaranty, duly executed by Pacer Holding; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University SubNon-license; (m) a certificateCompetition Agreements, dated as of the Closing Date, signed duly executed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees individuals listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a1(a); and (wk) any all other certificates documents, instruments and writings required to be delivered by Seller at or documents that may be reasonably requested by Purchaserprior to the Closing Date pursuant to this Agreement.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver deliver, or cause to be delivered delivered, to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoPurchaser: (a) the Xxxx of Sale; (b) the Assignment and Assumption Agreement; (c) the Intellectual Property Assignment and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory NotesMember Interest; (jii) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as of the Closing Date, signed officer's certificate contemplated by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(bSection 5.1(e); (niii) copies, certified by the Selling Affiliate’s written request Secretary or Assistant Secretary of Seller, of corporate resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by Seller in connection herewith, and the consummation of the transactions contemplated hereby; (iv) a certificate of the Secretary or Assistant Secretary of Seller identifying the name and title and bearing the signatures of the officers of Seller authorized to execute and deliver this Agreement and the other agreements and instruments to be executed and delivered by Seller in connection herewith; (v) a recent certificate of good standing with respect to each of Seller and the Company issued by the Secretary of State of Delaware; (vi) documents evidencing (A) a sale-leaseback transaction, entered into on terms provided by Purchaser and reasonably satisfactory to Seller between the Company and Bank of America N.A. in accordance with the term sheet attached hereto as Schedule 1.7(a)(vi), relating to the owned propane tanks of the Company, which transaction yielded net proceeds of $135,000,000 to the Company or and (B) the dividend of such other document required for Purchaser amount to complete the registration in the shareholders registry Seller; (vii) an assignment of the Company for pipeline allocations attributable to the transfer of Shares from Company's propane volumes to the Selling Affiliate extent such can be assigned to Purchaser, and to the extent not so assignable, Seller shall provide to Purchaser the practical economic benefit of such allocation; (viii) documents evidencing (A) a loan transaction, entered into on terms provided by Purchaser and reasonably satisfactory to Seller relating to a borrowing by the Company of not less than $183,000,000 from Bank of America, N.A. in accordance with this Agreement;the term sheet attached hereto as Schedule 1.7(a)(viii), and (B) the dividend of $122,500,000 of such proceeds to Seller; and (oix) such other agreements, consents, documents, instruments and writings as are required to be delivered by Seller at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably required in connection herewith (including the Transition Services Agreement, a certificated copy registration rights agreement, a Senior Unit representation letter between Purchaser and Seller, and evidence of the minutes General Partner's authorization, on behalf of the board of directors and/or shareholders meeting, as applicablePurchaser, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from SellerSenior Units, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(uSeller); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by Purchaser.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver or cause to be delivered to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoPurchaser: (a) a copy of the Xxxx of Saleduly executed and notarized Share Transfer Agreement; (b) the Assignment officer’s certificates required to be delivered pursuant to Sections 8.1(a) and Assumption Agreement8.1(b); (c) a copy of the Intellectual Property Assignment fully executed Intercompany Agreement and License Agreementany ancillary documents thereto; (d) payment by Seller to SKW Xxxxxxx Rechtsanwälte onto the TANCO Supply AgreementAttorneys Account of an amount equal to 50% of the Attorneys Fees; (e) payment by Seller to Purchaser onto the Transition Services AgreementPurchaser Account of an amount equal to 50% of the Notarization Fees; (f) a duly executed copy of the Corporate Split AgreementSale Order; (g) the Contingent Payment Agreementminutes duly signed by the Seller, of a general shareholders meeting of the Company including the following resolutions with effect of the Closing Date: (i) revocation of the appointment of Xx. Xxxxxx Xxxxxxxxx as managing director (Geschäftsführer) of the Company, (ii) revocation of the appointment of Mr. Uwe Fürstenberg as holder of general powers of representation (Prokurist) of the Company, and (iii) appointment of Mr. Uwe Fürstenberg as managing director (Geschäftsführer) with sole signature power and released from the restrictions of section 181 of the German Civil Code (prohibition of double representation and self-contracting); (h) three duly executed original copies of the U.S. Promissory Notes12/31/2008 annual accounts for the Company; (i) a letter by Xxxx Xxxxxx and his relevant Affiliates confirming the Japan Promissory Notesrelease of the pledge of the Shares and the discharge of the Company and the Purchaser from all obligations and liability related thereto; (j) a duly executed copy of the Guaranty and Security termination of the Abstract Acknowledgement of Debt (Parallel Debt) Agreement as set forth under the Intercompany Agreement;; and (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for documents, instruments and certificates as Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence may reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by Purchaserrequest.

Deliveries by Seller. On At or prior to the Closing DateClosing, Seller shall deliver or cause to be delivered to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party thereto: (aunless delivered previously) the Xxxx of Sale; (b) the Assignment and Assumption Agreement; (c) the Intellectual Property Assignment and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes;following: (i) the Japan Promissory NotesBill of Sale duly executed by Seller; (jii) the Guaranty and Security AgreementShaxxxxlders' Agreement duly executed by Seller; (kiii) an employment agreement by and between the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) Purchaser and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if availableBradley Schnur, a certified copy shareholder of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably xxxsonably satisfactory to Purchaser, certifying, under Bradley Schnur and Purchaser (the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person"Employment Agreemexx"); (uiv) payoff a consulting agreement by and termination letters with respect between the Purchaser and Dennis Schnur, a shareholder of Seller, in form and substance xxasonably satisfactory to each of Dennis Schnur and Purchaser (the letters of credit or bank guarantees listed on Schedule 4.02(u"Consulting Agreemenx"); (v) an incumbency and specimen signature certificate with respect to the books officers of Seller executing the Agreement and records referred the Other Agreements; (vi) a copy of the resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of the Agreement and the Other Agreements, certified by the Secretary or an Assistant Secretary of Seller; (vii) proof of the satisfaction and discharge of any and all Encumbrances on the Purchased Assets; (viii) such other deeds, bills of sale, endorsements, assignments, affidavits, and other good and sufficient instruments of sale, assignment, transfer and conveyance in form and substance satisfactory to Purchaser which are required to effectively vest Purchaser with good and marketable title in Section 7.03(a)and to all of the Purchased Assets; and (wix) any the agreements, certificates and other certificates or documents that may required to be reasonably requested by Purchaserdelivered pursuant to Section 8.1.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver execute and deliver, or cause to be executed and delivered, to Purchaser the following: instruments of transfer and conveyance, properly executed and acknowledged by Seller in such customary form as is reasonably acceptable to both Seller and Purchaser, that are necessary to transfer to and vest in Purchaser all of Seller's right, title and interest in and to the Purchased Assets or which may otherwise be required by the Title Insurer, including: the Xxxx of Sale; the Assignment and Assumption Agreements; and the Deed; any documents reasonably requested from Seller by the Title Insurer and allocable to Seller's obligations hereunder (including a gap indemnity agreement and other documents required by the Title Insurer pursuant to Schedule B-I of the Preliminary Title Commitment), in form and substance satisfactory to the Title Insurer, properly executed by Seller; a certificate and affidavit of non-foreign status of Seller pursuant to Section 1445 of the Code, properly executed by Seller; those documents required to be delivered to Purchaser by Seller pursuant to Article 8 or in accordance with the following itemsprovisions of any Ancillary Agreement; all consents, duly executed waivers or approvals obtained by Seller with respect to the extent applicable by Seller sale and the Affiliate(s) of Seller that are party thereto: (a) the Xxxx of Sale; (b) the Assignment and Assumption Agreement; (c) the Intellectual Property Assignment and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as purchase of the Closing DatePurchased Assets, signed by an executive officer of Seller certifying as including those with respect to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from any Purchased Project Contract or Permit or the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy consummation of the minutes transactions contemplated by this Agreement or any of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from SellerAncillary Agreements; evidence, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, demonstrating that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff has obtained Seller's Required Regulatory Approvals and termination letters with respect Seller's Required Consents to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in extent required by Section 7.03(a8.4(c); and (w) and any other certificates documents or documents that may be instruments reasonably required by Purchaser to consummate the Transactions and reasonably requested by Purchaserof Seller prior to the Closing Date.

Deliveries by Seller. On At the Closing DateClosing, the Seller shall deliver or cause to be delivered to Purchaser -------------------- the following items, duly executed to Buyer the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) the Xxxx Bills of Sale, duly executed by each of the Seller and the Seller Subsidiaries for the personal property included in the Purchased Assets; (b) The executed consents to transfer the Assignment Seller Agreements, the Environmental Permits and Assumption Agreementthe Permits, to the extent specifically required hereunder; (c) Each Ancillary Agreement required to be delivered under this Agreement, duly executed by the Intellectual Property Assignment and License AgreementSeller; (d) the TANCO Supply AgreementThe certificate and opinion of counsel as contemplated by Section 8.2 hereof; (e) One or more deeds of conveyance transferring the Transition Services AgreementSeller's interest in the Real Property to the Buyer, duly executed and acknowledged by the Seller and in recordable form subject to Permitted Encumbrances and retaining to the extent necessary any existing easements in favor of the Seller with respect to Real Property conveyed to the Buyer, each substantially in the form of Exhibit G attached hereto; (f) One or more easements to the Corporate Split Agreementextent necessary to evidence the right of the Buyer to use the Real Property of the Seller (the "Buyer's Easements") associated with the Purchased Assets, duly executed and acknowledged by the Seller and in recordable form, each substantially in the form of Exhibit E attached hereto; (g) The Assignment of Leases, in the Contingent Payment Agreementform of Exhibit A attached hereto, assigning to the Buyer all of the Seller's right, title and interest as lessor (or lessee, as the case may be) under the Leases; (h) Copies of the U.S. Promissory Notesresolutions adopted by the board of directors of each of the Seller and the Seller Subsidiaries, certified by the secretary of such party, as having been duly and validly adopted and as being in full force and effect, authorizing the execution and delivery by such party of this Agreement, the Ancillary Agreements, the Xxxx of Sale and other closing documents described in this Agreement to which it is a party, and the performance by such party of its obligations hereunder and thereunder; (i) All such other instruments of assignment or conveyance as shall, in the Japan Promissory Notesreasonable opinion of the Buyer and its counsel, be necessary to transfer to the Buyer the Purchased Assets in accordance with this Agreement, the Ancillary Agreements and where necessary or desirable, in recordable form; (j) Such other agreements, documents, instruments and writings as are required to be delivered by the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as of Seller or any Seller Subsidiary at or prior to the Closing Date, signed by an executive officer of Seller certifying as Date pursuant to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of , the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests Ancillary Agreements or otherwise required in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit herewith or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a)therewith; and (w) any other certificates or documents that may be reasonably requested by Purchaser.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver possession of all of the Assets to Purchaser, and Seller shall deliver (or cause to be delivered delivered) to Purchaser originals or copies, if specified, of the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) a counterpart of the Xxxx of Sale transferring all of the Assets to Purchaser, in the form attached hereto as Exhibit A (the "Xxxx of Sale"), duly executed by Seller; (b) a counterpart of the Assignment and Assumption Agreement, by and between Purchaser and Seller, in the form attached hereto as Exhibit B (the "Assignment and Assumption Agreement"), duly executed by Seller; (c) certificates of title for the Intellectual Property Assignment motor vehicles included in the Assets and License Agreementpowers-of-attorney to effect transfer of title to such motor vehicles; (d) copies of each consent, waiver, authorization and approval of any Governmental Entity or Person necessary for Seller or Holdings to consummate the TANCO Supply Agreementtransactions contemplated by this Agreement or any of the Related Agreements, including, without limitation, consents from customers who are parties to the Assigned Contracts representing not less than ninety percent (90%) of the Trailing Twelve Month Revenue; (e) payoff letters for the Transition Services Agreementmotor vehicle leases and computer leases included in the Assumed Liabilities from the lessor thereunder setting forth the amounts necessary to pay off all such leases as of the Closing Date along with a per diem interest amount with respect thereto and otherwise in form and substance satisfactory to Purchaser; (f) copies of resolutions adopted by the Corporate Split Board of Directors of Seller and Holdings, as the sole stockholder of Seller, authorizing and approving the execution and delivery of this Agreement, the Related Agreements and all agreements and other documents and instruments contemplated hereby and thereby and the consummation of the transactions contemplated hereby and thereby, certified to be true, complete, correct and in full force and effect by the Secretary of Seller; (g) evidence of the Contingent Payment Agreementreleases of all Encumbrances on the Assets, other than Permitted Encumbrances, each in form and substance satisfactory to Purchaser in its sole discretion; (h) a certificate duly executed by the U.S. Promissory NotesPresident of Seller and Holdings pursuant to Section 3.02(b) and Section 3.02(c); (i) counterparts of all agreements, documents and instruments required to be delivered by Seller or Holdings pursuant to any of the Japan Promissory Notes;Related Agreements, duly executed by Seller or Holdings, as applicable; and (j) such other documents as Purchaser may reasonably request for the Guaranty and Security Agreement; (k) purpose of otherwise facilitating the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as consummation or performance of any of the Closing Date, signed transactions contemplated by an executive officer of Seller certifying as to the satisfaction this Agreement or any of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by PurchaserRelated Agreements.

Deliveries by Seller. On At the Closing DateClosing, Seller shall execute and deliver or cause to be delivered to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) A general assignment and assumption in form and substance satisfactory to Buyer, transferring to Buyer all of Seller's right, title, and interest in the Xxxx Purchased Assets (including an assignment of Saleall trademarks, trade names, service marks and Intellectual Property); (b) the Assignment and Assumption AgreementThe Business Records; (c) The Permits to the Intellectual Property Assignment and License Agreementextent that they are assignable to the Buyer; (d) An employment agreement between the TANCO Supply AgreementBuyer and each Shareholder in the form of Exhibit B hereto (the "Employment Agreements") duly executed by each Shareholder; (e) A certificate of the Transition Services AgreementSeller and each Shareholder to the effect that: (i) all representations and warranties made by the Seller and the Shareholders under this Agreement are true and correct as of the Closing Date, as though originally given to Buyer on the Closing Date; (ii) the Seller and the Shareholders have performed all obligations to be performed by them under this Agreement prior the Closing Date; and (iii) the conditions precedent identified in Article 9 have been satisfied; (f) A certificate signed by the Corporate Split AgreementSeller to the effect that (A) such Seller understands that the sale of Stonepath Shares to such Seller has not been registered under the Securities Act or the securities laws of any other jurisdiction and that such shares may not be resold without such registration or an exemption therefrom, (B) such Seller shall not resell such shares in the absence of such registration or an exemption therefrom, and (C) such Seller is acquiring such shares for investment purposes only and not with the view to the distribution thereof; (g) Copies of all resolutions adopted by the Contingent Payment Seller and the Shareholders authorizing the transactions contemplated by this Agreement; (h) All cash, marketable securities, and other cash equivalents, or such forms which shall provide Buyer with the U.S. Promissory Notesright to have all accounts in which such cash, marketable securities, or other cash equivalents are held transferred to Buyer; (i) save as otherwise provided in the Japan Promissory NotesInterim Operating Agreement, evidence satisfactory to Buyer that Seller has changed its name to a name which bears no resemblance to "G Link Express"; (j) All consents required for the Guaranty transfer and Security Agreementassignment of the Purchased Assets to Buyer; if any; (k) Such additional instruments of conveyance and transfer as Buyer may reasonably request in order to more effectively vest in Buyer the Japan Security AgreementPurchased Assets; (l) Confirmation by Seller as to the Washington University Sub-license; (m) a certificate, dated absence of any Indebtedness as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (wm) any other certificates or documents that may be reasonably requested by PurchaserAn interim operating agreement between Seller and Holdings in the form of Exhibit C hereto (the "Interim Operating Agreement").

Deliveries by Seller. On At the Closing DateClosing, in addition to any other documents or agreements required under this Agreement, Seller shall deliver or cause to be delivered to Purchaser Buyer the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) the Xxxx of SaleAn executed bill xx sale for all Assets constituting Personal Property in form and content acceptable to Buyer; (b) the Assignment An executed assignment of all Assets constituting Intellectual Property in form and Assumption Agreementcontent acceptable to Buyer; (c) An executed counterpart of an assignment and assumption of the Intellectual Property Selected Contracts in form and content mutually acceptable to Buyer and Seller (the "Assignment and License AgreementAssumption of Contracts"); (d) the TANCO Supply AgreementExecuted counterparts of such other assignment or conveyance documents as may be reasonably requested by Buyer, all of which shall be in form and content reasonably acceptable to Buyer; (e) An executed counterpart of the Transition Services AgreementSublease; (f) An executed counterpart of the Corporate Split Transition Agreement; (g) An executed counterpart of the Contingent Payment Network Access Fee Agreement; (h) An executed counterpart of the U.S. Promissory NotesAnthem Agreement; (i) An executed counterpart of the Japan Promissory NotesCMI Agreement; (j) A written statement from each Person holding a Lien upon any of the Guaranty Assets confirming the repayment of the indebtedness secured thereby and Security Agreementthe release as of the Closing Date of such Lien and all obligations under any and all Contracts relating thereto; (k) A certificate dated as of the Japan Security Closing Date from Seller certifying as to the compliance by Seller with Sections 6.1 and 6.2 of this Agreement; (l) A certificate of CIC's Secretary certifying the Washington University Sub-licenseapproval of this Agreement, the Related Agreements, and the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of CIC); (m) a certificate, A certificate of Anthem's Secretary certifying the approval of the Anthem Agreement and the transactions contemplated thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Anthem); and (n) A legal opinion dated as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares Date from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy firm of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, Thomxxxx Xxxe & Xlorx XXX in form and substance content reasonably satisfactory acceptable to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by PurchaserBuyer.

Deliveries by Seller. On At the Closing DateClosing, in addition to any other documents or agreements required under this Agreement, Seller shall deliver or cause to be delivered to Purchaser Buyer the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) Certificates evidencing all of the Xxxx of SaleShares, which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers; (b) The resignations of the Assignment persons serving as directors and Assumption Agreementofficers of the Company listed on Schedule 8.2(b); (c) the Intellectual Property Assignment Evidence, in form satisfactory to Buyer, that all consents and License Agreementapprovals referred to in Schedule 3.3 have been obtained; (d) Except for those Liens specified on Schedule 8.2(d), a written statement from each Person holding a Lien upon any of the TANCO Supply Agreementassets of the Company, or upon any Shares, confirming the repayment of the indebtedness secured thereby and the release as of the Closing Date of (i) such Lien and (ii) all obligations under any and all Contracts relating thereto; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, A certificate dated as of the Closing Date, signed by an executive officer Date of Seller certifying as to the satisfaction compliance by each of Seller and the conditions specified in Company, as the case may be, with Sections 11.02(a) 6.1 and 11.02(b)6.2; (nf) The Certificate of Incorporation or similar instruments of the Selling Affiliate’s written request to Seller and the Company certified by the Secretary of State or such other document required for Purchaser to complete the registration in the shareholders registry equivalent Person of the Company for jurisdiction of incorporation of the transfer Seller and the Company, as the case may be, and Bylaws or similar instruments of Shares from the Selling Affiliate to Purchaser in accordance with this AgreementSeller and the Company, certified by the Secretary of the Seller and the Company, as the case may be; (og) a certificated copy Certificates of Good Standing for the Company from the State of Ohio and Certificates of Good Standing for the Seller from the State of Delaware; (h) A certificate of the minutes Company's Secretary certifying resolutions of the board Board of directors and/or shareholders meeting, as applicable, Directors of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; , the Company's Related Agreements and the transactions contemplated hereby and thereby (ptogether with an incumbency and signature certificate regarding the officer(s) the shareholders registry signing on behalf of the Company; (q) resignation letters ), and a certificate of the directors Seller's Secretary certifying resolutions of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy Board of Directors of the corporate registration showing Seller approving this Agreement, the completion Seller's Related Agreements and the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Seller Company); (ti) a certificate under Section 1445(a) An opinion, dated the Closing Date, of the Code from Seller, in firm of Starx & Knolx xx the form and substance reasonably satisfactory acceptable to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign personBuyer; (uj) payoff and termination letters with respect to each Executed counterparts of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a)Related Agreements; and (wk) any other certificates or documents that may be reasonably requested Assignment and Assumption Agreements in substantially the form attached hereto as Exhibit D executed by Purchaserboth Kennxxx X. Xxxxxxxx and Stevxx X. Xxxxx, xxong with the Company and Seller, relating to the assignment by the Company to Seller of their respective employment agreements dated February 28, 1997.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver or cause to be delivered to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party thereto: (a) A stock certificate representing the Xxxx of SaleShares, with a duly executed stock power; (b) A certificate of an officer of the Assignment Company, given by him or her on behalf of the Company and Assumption Agreementnot in his or her individual capacity, certifying as to the resolutions of the Board of Directors of the Company authorizing this Agreement and the transactions contemplated hereby; (c) A certificate of an officer of Seller, given by him or her on behalf of Seller and not in his or her individual capacity, certifying as to the Intellectual Property Assignment certificate of formation and License Agreementlimited liability company agreement of the Seller, and resolutions of the Board of Managers of Seller authorizing this Agreement and the transactions contemplated hereby; (d) The Escrow Agreement executed by Seller which shall be in full force and effect (assuming execution and delivery by the TANCO Supply AgreementEscrow Agent and Purchaser); (e) The Payoff Letter reflecting outstanding Company Indebtedness under the Transition Services AgreementCredit Facilities as of the Closing Date and any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of the Company Indebtedness under the Credit Facilities; (f) Written resignations, in a form reasonably approved by the Corporate Split AgreementPurchaser, of the directors and elected officers (but as to officers, not in their capacity as employees) of the PEP Companies set forth on Schedule 3.2(f), to the extent such directors and officers are directors and/or officers of any PEP Company immediately prior to Closing; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University SubCertification of non-license; (m) a certificate, foreign status of Seller dated as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) Date and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection complying with the Corporate Split; (srequirements of Treasury Regulations Section 1.1445-2(b)(2) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from duly executed by Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(a); and (wh) any other certificates or documents that may be reasonably requested by PurchaserA CD containing the complete contents of the Project GIG virtual data room as of August 17, 2015 at 2:00 p.m. Eastern Time.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver deliver, or cause to be delivered delivered, to Purchaser Buyer the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) each of the Xxxx of Sale; (b) the Assignment and Assumption Agreement; (c) the Intellectual Property Assignment and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificatefollowing Collateral Agreements, dated as of the Closing Date, signed duly executed by an executive officer Seller: (i) the Assignment and Xxxx of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b)Sale; (nii) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Assumption Agreement; (oiii) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this AgreementDomain Name Assignment; (piv) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u)Patent Assignment Agreement; (v) the books Trademark Assignment Agreement; (vi) the Accounting System License Agreement; provided, that this Section 6.4(a)(vi) shall not apply if Buyer agrees, in its sole discretion, to assume the Transition Services Agreement; and (vii) the Lock-Up Agreement. (b) a certificate of the Secretary of Seller, dated as of the Closing Date, in customary form and records referred substance as to the organizational documents and approvals of Seller, including (i) the Seller’s certificate of incorporation as in effect at the time of the Closing; (ii) the Seller’s Bylaws, as in effect at the Closing; (iii) resolutions approved by the Seller’s Board of Directors authorizing the Transactions; and (iv) resolutions approved by, or an action by written consent of, the Sellers’ stockholders holding not less than the requisite percentage under applicable Law and Contract of Seller’s outstanding shares necessary to approve the Transactions; (c) a certificate executed by the Chief Executive Officer of Seller as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.03(a6.2(a) and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 6.2(b); (d) a certificate from Seller certifying that Seller is not a foreign person for purposes of Code Section 1445 or that the purchase is otherwise exempt from withholding under Code Section 1445 (the “FIRPTA Certificate”); and (we) any evidence reasonably satisfactory to Buyer that each of the Seller Consents listed on Schedule 6.4(e) has been obtained; (f) evidence reasonably satisfactory to Buyer that the equity interests of each Foreign Subsidiary have been duly and validly transferred to Buyer Subsidiary and that the directors and officers of each Foreign Subsidiary consist of the individuals designated by Buyer; (g) evidence reasonably satisfactory to Buyer that the transfer of shares of Zimbra India described in Section 2.1 of the Seller Disclosure Schedule has been completed; and (h) all such other certificates bills of sale, assignments and other instruments of assignment, transfer or documents that conveyance, dated as of the Closing Date, as Buyer may reasonably request or as may be reasonably requested by Purchaserotherwise necessary to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Purchased Assets to Buyer pursuant to this Agreement or any Collateral Agreement, and to put Buyer in actual possession or control of the Purchased Assets.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver deliver, or cause to be delivered delivered, to Purchaser Buyer the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) the Xxxx of Sale; (b) the Assignment Sale and Assumption Agreement; (c) Assignment, the Intellectual Property Assignment Transfer Agreement, and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated such other appropriate instruments of transfer as shall be necessary to vest in Buyer as of the Closing Date, signed by an executive officer all right, title and interest of Seller certifying in and to the Purchased Assets free and clear of any Liens (except Permitted Liens), all in form and substance reasonably satisfactory to Buyer; (b) releases of all Liens (except Permitted Liens) on any of the Purchased Assets, including any pay-off letters, UCC-3 termination statements, and other documents required in connection with such releases, all in form and substance reasonably satisfactory to Buyer; (c) all necessary consents of third parties as to the satisfaction assignment to Buyer of the conditions specified any Assumed Contract listed on Schedule 2.6(c), all in Sections 11.02(a) form and 11.02(b)substance reasonably satisfactory to Buyer; (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (td) a certificate under Section 1445(a) of the Code from Secretary of Seller, in form and substance reasonably satisfactory to PurchaserBuyer, certifyingcertifying as to (i) a good standing certificate of Seller as certified by the Secretary of State of the State of Delaware no more than ten (10) days prior to Closing; (ii) the Certificate of Formation of Seller as certified by the Secretary of State of the State of Delaware no more than ten (10) days prior to Closing; (iii) the limited liability company operating agreement of Seller that is in effect as of the Closing Date; and (iv) the resolutions of the sole member of Seller approving and authorizing this Agreement and the transactions contemplated hereby; (e) a certificate, under duly completed and executed by Seller pursuant to Section 1.1445-2(b) of the penalties of perjuryTreasury Regulations, certifying that Seller is, for U.S. federal income tax purposes, is not a foreign personperson within the meaning of Section 1445 of the Code; (uf) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u)certificate contemplated by Section 6.1; (vg) the books Assignment and records referred to in Section 7.03(a)Assumption Agreement executed by Seller; (h) the Escrow Agreement executed by Seller; (i) the Transition Services Agreement executed by Seller; (j) the Restrictive Covenant Agreements executed by each of Seller, tronc., Inc., Tribune Publishing Company, LLC, and troncX, Inc.; (k) the Advertising Purchase Agreement executed by Tribune Publishing Company, LLC; and (wl) copies of the Employment Agreements executed by each of the individuals party thereto, which Employment Agreements having been executed on or prior to the date of this Agreement, but effective upon the Closing, shall not have been repudiated (other than as a result of death or disability) as of the Closing by any other certificates or documents that may be reasonably requested by Purchaserof the individuals party thereto.

Deliveries by Seller. On At the Closing Dateand against the deliveries to be made by Buyer pursuant to Section 9.3, subject to waiver by Buyer, Seller shall deliver or cause to be delivered to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretoBuyer: (a) a certified copy of resolutions of the Xxxx board of Saledirectors of Seller authorizing the making, execution and delivery of this Agreement and each of the agreements and instruments executed in connection herewith or delivered pursuant hereto and the consummation of the transactions contemplated hereby, together with an incumbency certificate, Seller’s Articles of Incorporation and all amendments, and Seller’s bylaws, each of which shall be certified as true, complete and correct as of the Closing Date by the Secretary of Seller and, with respect to the Articles of Incorporation and all amendments, by the Secretary of State of Delaware; (b) the Assignment and Assumption Agreement; (c) the Intellectual Property Assignment and License Agreement; (d) the TANCO Supply Agreement; (e) the Transition Services Agreement; (f) the Corporate Split Agreement; (g) the Contingent Payment Agreement; (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated as xxxx of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Seller, sale in form and substance reasonably satisfactory to PurchaserBuyer pursuant to which Seller transfers and conveys to Buyer all of Seller's right, certifying, under title and interest in and to the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign persontangible Purchased Assets executed by Seller; (uc) payoff an assignment and termination letters with respect assumption agreement in form and substance reasonably satisfactory to Buyer pursuant to which Seller transfers and assigns to Buyer all of Seller's right, title and interest in and to the intangible Purchased Assets and Buyer assumes from Seller the Assumed Liabilities executed by Seller; (d) executed consents to assignment from each of the parties to each of the letters Assigned Contracts other than Seller to the extent a consent to the assignment of credit such Assigned Contract by Seller to Buyer is required by the terms of such Assigned Contract, is otherwise required by law, or bank guarantees listed is deemed necessary by Buyer; (e) a good standing certificate with respect to Seller issued by the Secretary of State of the State of Delaware within three (3) days prior to the Closing Date; (f) the Leases, duly executed by all parties deemed necessary by Buyer; (g) if any of the Purchased Assets are encumbered by any Lien, a release of all such Liens in form and substance acceptable to Buyer and suitable for recording with the PTO or other filing agency; (h) the Employment Agreements duly executed by the counterparties; (i) a certificate evidencing the Tail Insurance; (j) the Transition Services Agreement, executed by Seller; (k) a patent assignment agreement in form and substance reasonably satisfactory to Buyer and able to be recorded in the United States Patent and Trademark Office, pursuant to which Seller transfers and assigns to Buyer all of Seller’s right, title and interest in and to the patents set forth on Schedule 4.02(u2.1(b); (vl) a trademark assignment agreement in form and substance reasonably satisfactory to Buyer and able to be recorded in the books United States Patent and records referred Trademark Office, pursuant to which Seller transfers and assigns to Buyer all of Seller’s right, title and interest in Section 7.03(aand to the trademarks set forth on Schedule 2.1(b); (m) a domain name assignment and assumption agreement in form and substance reasonably satisfactory to Buyer and able to be recorded in the United States Patent and Trademark Office, pursuant to which Seller transfers and assigns to Buyer all of Seller’s right, title and interest in and to the domain names listed on Schedule 5.10(a); and (wn) any such other certificates or documents that may be as are reasonably requested by PurchaserBuyer in connection with the consummation of the transactions contemplated hereto.

Deliveries by Seller. On At the Closing DateClosing, Seller shall execute and deliver or cause to be delivered to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party theretofollowing: (a) An instrument of assignment, in form and substance satisfactory to Buyer, assigning all trademarks and service marks which are included in the Xxxx of SaleIntellectual Property; (b) A general bxxx of sale and assignment, in the Assignment form attached hereto as Exhibit “C”, transferring to Buyer all of Seller’s right, title, and Assumption Agreementinterest in the Purchased Assets not covered by the assignments referred to in subsection (a) of this Section 5.2; (c) the Intellectual Property Assignment and License AgreementThe Business Records; (d) An employment agreement between the TANCO Supply AgreementBuyer and each of the employees of Seller (the “Employees”) listed in Exhibit “D,” in the forms attached hereto as Exhibit “D” (the “Employment Agreements”) duly executed by each Employee; (e) A certificate of the Transition Services Agreement; (f) Seller and the Corporate Split Agreement; (g) Partners to the Contingent Payment Agreement; (h) the U.S. Promissory Notes; effect that: (i) all representations and warranties made by the Japan Promissory Notes; (j) Seller and the Guaranty Partner under this Agreement are true and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificate, dated correct as of the Closing Date, signed as though originally given to Buyer on the Closing Date; (ii) the Seller and the Partners have performed all obligations to be performed by an executive officer of the Seller certifying as to and the satisfaction of Partners under this Agreement prior the Closing Date; and (iii) the conditions specified precedent identified in Sections 11.02(a) and 11.02(b)Article 9 have been satisfied; (nf) A certificate of good standing of the Selling Affiliate’s written request Secretary of the State of Texas, dated within fifteen (15) days of the Closing Date, to the Company or effect that the Seller is in good standing under the laws of such other document required for Purchaser to complete the registration in the shareholders registry State; (g) Copies of the Company for Seller’s certificate of formation and partnership agreement in effect as of the transfer Closing Date certified by the Secretary of Shares from the Selling Affiliate to Purchaser in accordance with Seller dated at or about the Closing Date; (h) Copies of all Seller resolutions adopted by the Partners authorizing the transactions contemplated by this Agreement; (oi) a certificated copy An opinion of Seller’s counsel in the minutes form of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this AgreementExhibit E; (pj) Such additional instruments of conveyance and transfer as Buyer may reasonably request in order to more effectively vest in Buyer the shareholders registry of the CompanyPurchased Assets; (qk) resignation letters A duly executed certificate of non-foreign status substantially in the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completedform set forth in, includingand in accordance with, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate Treasury Regulations promulgated under Section 1445(a) 1445 of the Code (a “FIRPTA Certificate”) (provided, however, that, notwithstanding anything to the contrary in this Agreement, if the Buyer does not obtain a FIRPTA Certificate from the Seller, in form the Buyer shall be entitled to proceed with the Closing and substance reasonably satisfactory withhold from the Closing Amount, the appropriate amounts required to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect be withheld pursuant to each Section 1445 of the letters of credit or bank guarantees listed on Schedule 4.02(u); (v) the books and records referred to in Section 7.03(aCode); and (wl) any other certificates or documents that may be reasonably requested by PurchaserA final executed Termination Agreement and related UCC-3 evidencing the termination of all security interests of the Franchisor in the Purchased Assets.

Deliveries by Seller. On At the Closing DateClosing, Seller shall deliver deliver, or cause to be delivered delivered, to Purchaser Buyer at Seller’s sole cost, in the following items, duly executed manner and form and to the extent applicable locations reasonably specified by Seller and the Affiliate(s) of Seller that are party theretoBuyer: (a) the Xxxx of SaleThe Acquired Assets; (b) A duly executed xxxx of sale substantially in the Assignment and Assumption Agreementform attached hereto as Exhibit F (the “Xxxx of Sale”); (c) Duly executed assignments/sublicenses of the Transferred Intellectual Property Assignment Rights, and License Agreementthe Energizer Release; (di) an incumbency certificate for the officers of Seller executing this Agreement and other documents to be delivered to Buyer pursuant to the terms hereof; (ii) the TANCO Supply AgreementCertificate of Incorporation of Seller, as certified by the Secretary of State of the State of Delaware and by the Secretary of Seller as being true and complete as of the Closing Date; (iii) Seller’s Bylaws certified by the authorized Officer of Seller as being true and complete as of the Closing Date; and (iv) a copy of the resolutions of Seller’s Board of Directors certified by an authorized Officer of Seller as of the Closing Date authorizing the execution, delivery and performance of this Agreement and the consummation the Transactions; (e) Executed copies of each of the Transition Services AgreementAncillary Agreements; (f) the Corporate Split AgreementThe opinion of Seller’s counsel as to corporate and commercial matters reasonably requested by Buyer; (g) the Contingent Payment Agreement;The opinion of Seller’s counsel with respect to bankruptcy matters reasonably requested by Buyer; and (h) the U.S. Promissory Notes; (i) the Japan Promissory Notes; (j) the Guaranty Such other duly executed, good and Security Agreement; (k) the Japan Security Agreement; (l) the Washington University Sub-license; (m) a certificatesufficient instruments of sale, dated as of the Closing Dateconveyance, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b); (n) the Selling Affiliate’s written request to the Company assignment or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement; (p) the shareholders registry of the Company; (q) resignation letters of the directors of the Company; (r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split; (s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company); (t) a certificate under Section 1445(a) of the Code from Sellertransfer, in form and substance reasonably satisfactory acceptable to PurchaserBuyer’s counsel, certifyingexecuted by Seller, under reasonably necessary so as to vest in Buyer good and valid title in and to the penalties of perjuryAcquired Assets (including, that Seller is, for U.S. federal income tax purposes, not a foreign person; (u) payoff and termination letters with respect to each any Acquired Assets located or to be located in any jurisdiction, one or more bills of sale or similar conveyance documents as may be required under the law of the letters of credit or bank guarantees listed on Schedule 4.02(uapplicable jurisdiction to validly convey, assign and transfer to Buyer good and valid title to such Acquired Assets); (v) the books and records referred to in Section 7.03(a); and (w) any other certificates or documents that may be reasonably requested by Purchaser.