Common use of Deliveries by Sellers to Buyer Clause in Contracts

Deliveries by Sellers to Buyer. At the Closing, Sellers shall deliver or cause to be delivered to Buyer: (a) bills of sale and other necessary instruments of transfer to validly vest in Buyer the Purchased Assets on the Closing Date free and clear of all Liens other than Permitted Liens; (b) counterparts to the Assumption Agreement duly executed by each Seller; (c) counterparts to the Transition Services Agreement duly executed by each Seller and Seller Parent; (d) counterparts to the Buyer Lease Agreement duly executed by the applicable Affiliate of Sellers; (e) counterparts to the Seller Lease Agreements duly executed by the applicable Affiliate of Sellers; (f) a certificate of non-foreign status which meets the requirements of Treasury Regulation Section 1.1445-2(b)(2) and is reasonably acceptable to Buyer duly executed by Seller Parent; (g) assignments of the Transferred Leases executed by the applicable Seller with respect to the Transferred Leased Property, in form and substance reasonably satisfactory to Buyer; (h) all consents to assignments of the Assumed Contracts as have been obtained by Sellers as of the Closing Date; (i) the Title Policies; (j) deeds conveying such title as the applicable Seller or its Affiliate received when it acquired such properties, in form and substance reasonably satisfactory to Buyer, conveying the Transferred Real Property to Buyer, free and clear of all Liens, other than Permitted Liens; and (k) all other documents, instruments and writings required to be delivered by Sellers at or prior to the Closing pursuant to this Agreement (including Section 10.1) or otherwise reasonably requested by Buyer in connection herewith.

Deliveries by Sellers to Buyer. At the Closing, the Sellers shall deliver deliver, or shall cause to be delivered delivered, to BuyerBuyer the following: (a) bills of sale and other necessary instruments of the certificates evidencing the Shares, which certificates shall be duly endorsed for transfer to validly vest Buyer or accompanied by stock powers in form reasonably satisfactory to Buyer the Purchased Assets on the Closing Date free and clear of all Liens other than Permitted Liensduly executed in blank; (b) counterparts the Subordinated Notes, which Notes shall have been delivered to the Assumption Agreement duly executed by each SellerCompany and marked cancelled upon payment in full of the Subordinated Notes Pay-off Amount in accordance with Section 2.3(c); (c) counterparts a certificate of the chief financial officer of the Company, dated as of the Closing Date (the "CFO Certificate"), setting forth the following amounts: (i) the amount of the payment required to be made by the Company in order to pay all principal, premium, if any, and interest due under the Bank Credit Facility on the Closing Date, such that, if such amount were applied to the Transition Services Agreement duly notes executed by the Company under the Bank Credit Facility, all such notes would be fully repaid and cancelled (the "Bank Credit Facility Pay-off Amount"); (ii) the amount of the payment required to be made by the Company in order to pay all principal, premium, if any, and interest due on the Subordinated Notes on the Closing Date, such that, if such amount were applied to the Subordinated Notes, all such Subordinated Notes would be fully repaid and cancelled (the "Subordinated Notes Pay-off Amount"); (iii) a good faith calculation by such officer of the Net Working Capital as of the Closing Date (the "Initial Net Working Capital"), together with a schedule showing how such amount was calculated (which schedule shall have been delivered to the Buyer in draft form at least two Business Days prior to the Closing); (iv) a good faith calculation by such officer of the fees and expenses payable by the Company to the Persons identified in Schedule 4.31 in connection with the consummation of the transactions contemplated by this Agreement, to the extent not paid prior to Closing (the "Investment Banking Fee Amount"); (v) a good faith calculation by such officer of the legal and accounting fees and expenses incurred by the Company in connection with the transactions contemplated by this Agreement, to the extent not paid prior to Closing (the "Other Transaction Cost Amount"); (vi) a statement (A) setting forth the aggregate amount of cash payments required to be made at Closing to officers and employees of the Company as cash bonuses, as consideration for the cancellation of Options, or as consideration for the rights of officers or employees under any phantom stock or equity plan or arrangement of the Company, to the extent not paid prior to Closing (the "Management Compensation Amount") and (B) identifying the payees (the "MCA Recipients") of such Management Compensation Amounts and the amount thereof payable to each Seller and Seller Parent;such MCA Recipient; and (vii) a good faith calculation by such officer of the Tax Withholding Amount. (d) counterparts the certificates referred to the Buyer Lease Agreement duly executed by the applicable Affiliate of Sellersin Section 8.3; (e) counterparts a certificate of the Secretary or an Assistant Secretary of each Energy Spectrum Authorizing Entity attesting to (i) the Seller Lease Agreements duly resolutions of the Board of Managers of the Energy Spectrum Authorizing Entity referred to in Section 8.5 and (ii) the incumbency and signature of each officer of the Energy Spectrum Authorizing Entity who has executed this Agreement and any other agreement or certificate executed and delivered by such Energy Spectrum Authorizing Entity in connection with this Agreement or the applicable Affiliate of SellersClosing; (f) resignations by all members of the Board of Directors of the Company and such officers of the Company as are specified by Buyer (in a certificate written notice delivered to the Seller Representative at least five Business Days prior to the Closing Date) from their positions as directors or officers of non-foreign status which meets the requirements Company (or, if any resignations of Treasury Regulation Section 1.1445-2(b)(2) and is reasonably acceptable to Buyer duly executed by Seller Parentany directors or officers have not been obtained, evidence of the removal of such directors or officers); (g) assignments a certificate from the Secretary of State of the Transferred Leases executed by the applicable Seller State of Delaware with respect to the Transferred Leased Property, in form existence and substance reasonably satisfactory to Buyergood standing of the Company; (h) all consents evidence reasonably satisfactory to assignments of Buyer that the Assumed Contracts as Options have been obtained by Sellers as of the Closing Date;cancelled in accordance with Section 6.4(a); and (i) the Title Policies; (j) deeds conveying such title other certificates and documents as the applicable Seller Buyer or its Affiliate received when it acquired such properties, in form and substance counsel may reasonably satisfactory to Buyer, conveying the Transferred Real Property to Buyer, free and clear of all Liens, other than Permitted Liens; and (k) all other documents, instruments and writings required to be delivered by Sellers at or prior to the Closing pursuant to this Agreement (including Section 10.1) or otherwise reasonably requested by Buyer in connection herewithrequest.

Deliveries by Sellers to Buyer. At the Closing, Sellers shall deliver deliver, or cause to be delivered delivered, to BuyerBuyer the following: (a) bills of sale and other necessary instruments of transfer to validly vest in Buyer a written receipt for the Purchased Assets on the Directed Closing Date free and clear of all Liens other than Permitted LiensPurchase Price; (b) counterparts to copies, accompanied by a Certification by the Assumption Agreement duly executed by manager of each Seller, of written evidence of the due authorization of such Seller’s execution, delivery and performance of the Transaction Documents to which it is specified to be a party and the performance of the Contemplated Transactions; (c) counterparts to certificates representing the Transition Services Agreement MTH Shares duly endorsed in blank or accompanied by stock powers or other applicable instruments of transfer duly executed by each Seller and Seller ParentMTH in blank form or in favor of Buyer; (d) counterparts to certificates representing the Buyer Lease Agreement TAH Shares duly endorsed in blank or accompanied by stock powers or other applicable instruments of transfer duly executed by the applicable Affiliate TAH in blank form or in favor of SellersBuyer; (e) duly executed counterparts for each of the Transaction Documents to the which a Seller Lease Agreements is specified to be a party, in case duly executed by the applicable Affiliate a duly authorized representative of Sellerssuch Person; (f) a certificate Certification executed by duly authorized representatives of non-foreign status which meets the requirements of Treasury Regulation Section 1.1445-2(b)(2Sellers certifying to the matters set forth in Sections 8.2(a), 8.2(b) and is reasonably acceptable to Buyer duly executed by Seller Parent8.2(c); (g) assignments resignations of each director and officer of each Acquired Company who is not an employee of any of the Transferred Leases executed by the applicable Seller with respect to the Transferred Leased PropertyAcquired Companies, in form and substance reasonably satisfactory to Buyer; (h) all consents to assignments effective as of the Assumed Contracts as have been obtained by Closing Date, other than those Persons whom Buyer specifies to Sellers as of at least ten (10) days prior the Closing Date; (ih) the Title Policies; (j) deeds conveying such title as the applicable Seller or its Affiliate received when it acquired such propertiesa Certification executed by a duly authorized representative of each Seller, in form and substance reasonably satisfactory to Buyer, conveying to the Transferred Real Property to Buyer, free and clear effect that such Seller is not a “foreign person” as defined in Section 1445 of all Liens, other than Permitted Liensthe Code; and (ki) all such other documentsdocuments and certificates as may be reasonably required for the Closing, instruments and writings required as requested by Buyer, by written notice to be delivered by Sellers at or least two Business Days prior to the Closing pursuant to this Agreement (including Section 10.1) or otherwise reasonably requested by Buyer in connection herewithDate.

Deliveries by Sellers to Buyer. At the Closing, Sellers shall will deliver or cause to be delivered to Buyer: (a) bills of sale and other necessary instruments of transfer to validly vest in Buyer the Purchased Assets on the Closing Date free and clear of all Liens other than Permitted Liens; (b) counterparts to the Assumption Agreement duly executed by each Seller; (c) counterparts to the Transition Services Agreement duly executed by each Seller and Seller Parent; (d) counterparts to the Buyer Lease Agreement duly executed by the applicable Affiliate of Sellers; (e) counterparts to the Seller Lease Agreements duly executed by the applicable Affiliate of Sellers; (fi) a certificate counterpart of non-foreign status which meets the requirements of Treasury Regulation Section 1.1445-2(b)(2) and is reasonably acceptable to Buyer this Agreement, duly executed by Seller Parentand IES Properties; (gii) assignments a bxxx of sale, assignment and assumption agreement duly executed by Seller, substantially in the form of Exhibit B hereto; (iii) a counterpart of the Transferred Leases Transition Services Agreement, duly executed by Seller, substantially in the applicable form of Exhibit A hereto; (iv) title certificate to each motor vehicle included in the Acquired Assets, duly executed by Seller (together with respect any other transfer forms necessary to transfer title to such vehicles); (v) warranty deed(s) for the Transferred Leased Property, Owned Real Property executed by IES Properties in form and substance reasonably satisfactory to BuyerBuyer and suitable for recordation in Texas; (hvi) all consents evidence reasonably satisfactory to assignments Buyer and its counsel of the Assumed Contracts as have been obtained removal of the items noted in Schedule C, Section 4 of the Commitment for Title Insurance issued by Sellers Old Republic Title Company of Houston on July 30, 2010 (File No. 10003445); (vii) a list of the Inventory as of the Closing Date, showing the book value of all items included therein; (iviii) evidence reasonably satisfactory to Buyer that the Title Policiesapprovals and consents listed on Schedule 3.8(b) have been obtained; (jix) deeds conveying such title a list of the Equipment and Other Tangible Personal Property as of the applicable Seller or its Affiliate received when it acquired such propertiesClosing Date, in form and substance reasonably satisfactory to Buyer, conveying showing the Transferred Real Property to Buyer, free and clear book value of all Liensitems included therein; (x) certificates duly executed by executive officer of Sellers as to (a) the accuracy of Sellers’ representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 6.1(a) and (b) Sellers’ compliance with and performance of their respective covenants, other than Permitted Liensagreements and obligations to be performed or complied with at or before the Closing in accordance with Section 6.1(b); (xi) certificates of good standing for Seller from the Secretaries of State of Delaware and Texas and for IES Properties from the Secretary of State of Texas; (xii) an affidavit stating under penalty of perjury that IES Properties is not a foreign person and setting forth IES Properties’ United States taxpayer identification number, pursuant to Section 1445(b)(2) of the Code and Section 1445-2(b) of the Treasury Regulations; and (kxiii) all All such other documentsinstruments of conveyance as shall, instruments in the reasonable opinion of Buyer and writings required its counsel, be necessary to be delivered by Sellers at or prior vest in Buyer good, valid and marketable title to the Closing pursuant to this Agreement (including Acquired Assets in accordance with Section 10.1) or otherwise reasonably requested by Buyer in connection herewith2.1 hereof.

Deliveries by Sellers to Buyer. At the Closing, Sellers shall deliver or cause to be delivered to Buyer: (a) bills of sale and other necessary instruments of transfer to validly vest in Buyer the Purchased Assets on the Closing Date free and clear of all Liens other than Permitted Liens; (b) counterparts to the Assumption Agreement duly executed by each Seller; (c) counterparts to the Transition Services Agreement duly executed by each Seller and Seller Parent; (d) counterparts to the Buyer Lease Agreement duly executed by the applicable Affiliate of Sellers; (e) counterparts to the Seller Lease Agreements duly executed by the applicable Affiliate of Sellers; (f) a certificate of non-foreign status which meets the requirements of Treasury Regulation Section 1.1445-2(b)(2) and is reasonably acceptable to Buyer duly executed by Seller Parent; (g) assignments of the Transferred Leases executed by the applicable Seller with respect to the Transferred Leased Property, in form and substance reasonably satisfactory to Buyer; (h) all consents to assignments of the Assumed Contracts as have been obtained by Sellers as of the Closing Date; (i) the Title Policies; (j) deeds conveying such title as the applicable Seller or its Affiliate received when it acquired such propertiesSuch documentation, in form and substance reasonably satisfactory to Buyer, conveying as is necessary or appropriate to effect or evidence the Transferred Real Property to Buyertransfer, free and clear of all Liens, other of the Shares by Sellers to Buyer (or to a Person designated by Buyer, by notice to Seller, which notice shall be delivered not later than Permitted Lienstwo Business Days prior to the Closing Date), with any required transfer stamps affixed thereto. (ii) An opinion of Sellers’ counsel reasonably acceptable to Buyer regarding those matters reasonably requested by Buyer. (iii) A copy of each of the following documents duly executed by the applicable Sellers: (1) Seller Non-Compete Agreement; (2) D-G Air LLC Equity Distribution Agreements, substantially in the forms attached hereto as Exhibit 2.3(c)(iii)(2); and (k3) Second Venture, LLC Equity Sale Agreement, substantially in the form attached hereto as Exhibit 2.3(c)(iii)(3). (iv) The written resignations, effective as of Closing, of all other documentsthe officers and directors of each of the Group Companies and each of their Subsidiaries, instruments and writings required to be delivered if requested by Sellers at or prior Buyer. (v) The resignation of Hxxxxx G. Xxxxx as an administrator of the Trusts. (vi) All documents Buyer may reasonably request relating to the Closing pursuant existence of Sellers and the authority of Sellers to enter into and perform this Agreement and each other related document (including Section 10.1) or otherwise such as secretary’s certificates, certified copies of Sellers’ charters and by-laws, and good standing and bring-down certificates), all in form and substance reasonably requested by Buyer in connection herewithsatisfactory to Buyer.

Deliveries by Sellers to Buyer. At On or prior to the ClosingClosing Date, the Sellers shall deliver deliver, or shall cause to be delivered delivered, to Buyerthe Buyer the following documents: (a) bills 2.2.1 a duly signed and issued share certificate representing all of sale the Company Shares purchased by the Buyer, accompanied by the applicable stock assignment forms duly endorsed by the Sellers, and such other necessary instruments or documents evidencing the sale, assignment, transfer and conveyance of transfer the Company Shares by the Sellers to validly vest the Buyer in accordance with the terms hereof as the Buyer may reasonably request; 2.2.2 the Purchased Assets on original register of members of the Company dated the Closing Date free reflecting the Buyer’s sole and clear legal ownership of all Liens other than Permitted Liensthe Company Shares, and the original register of directors of the Company dated the Closing Dating indicating the person(s) nominated by the Buyer have been appointed the directors of the Company; (b) counterparts to the Assumption Agreement duly 2.2.3 instruments executed by each Seller; of the Shareholders and the Sellers releasing all existing or potential claims of any kind (cexcept the claims approved by the Buyer before the Closing) counterparts against the Company, Shanghai JNET, and their respective directors, officers, employees, agents and representatives (the “Sellers Releases”) in the form satisfactory to the Transition Services Agreement duly executed by each Seller and Seller Parent; (d) counterparts to the Buyer Lease Agreement duly executed by the applicable Affiliate of Sellers; (e) counterparts to the Seller Lease Agreements duly executed by the applicable Affiliate of Sellers; (f) a certificate of non-foreign status which meets the requirements of Treasury Regulation Section 1.1445-2(b)(2) and is reasonably acceptable to Buyer duly executed by Seller Parent; (g) assignments of the Transferred Leases executed by the applicable Seller with respect to the Transferred Leased Property, in form and substance reasonably satisfactory to Buyer; (h) 2.2.4 all consents to assignments original corporate documents of the Assumed Contracts as have been obtained Company, including without limitation the certificate of incorporation, Memorandum and Articles of Association, minute books, stock transfer records and resolutions of the Company; 2.2.5 all original corporate documents of Shanghai JNET, including without limitation the business license, articles of association, various licenses, permits, certificates and qualifications essential to its Principle Business, and the minute books, equity transfer records, and resolutions of Shanghai JNET; 2.2.6 satisfactory evidence of (1) resignation of the present director and legal representative of Shanghai JNET and (2) appointment of new directors (including the legal representative) designated by Sellers as of the Buyer to Shanghai JNET, effective not later than the Closing Date; (i) 2.2.7 original or certified copies of the Title Policiesboard resolutions and shareholders’ resolutions of each Seller, authorizing the execution and delivery of this Agreement and performance of the transactions contemplated hereunder; 2.2.8 original board resolutions and shareholders’ resolutions of the Company and Shanghai JNET, authorizing the execution and delivery of this Agreement and performance of the transactions contemplated hereunder; 2.2.9 a compliance certificate dated as of the Closing Date signed by each Shareholder and a duly authorized representative of the Company, Shanghai JNET and each Seller, certifying that (j1) deeds conveying such title all the representations and warranties made by them this Agreement are true, correct and complete when made, and are true, correct and complete as of the applicable Seller or its Affiliate received when it acquired such date of the Closing, and (2) there has been no Material Adverse Effect in the business, prospects, operations, properties, assets or financial or legal condition of the Company and Shanghai JNET since date of the Latest Balance Sheet (as defined in Section 3.8); 2.2.10 the original certificate of good standing issued by the Registrar of Companies of the British Virgin Islands dated no earlier than fifteen (15) business days prior to the Closing; 2.2.11 a legal opinion from the Company’s PRC counsel in the form and substance reasonably satisfactory to the Buyer, conveying ; 2.2.12 a legal opinion from the Transferred Real Property Company’s BVI counsel in the form satisfactory to the Buyer, free ; 2.2.13 the Existing Control Documents described in Section 3.23.5 and clear of all Liens, other than Permitted LiensNew Control Documents described in Section 7.1.5(viii); and (k) all 2.2.14 other documents, instruments and writings required documents that are necessary to be delivered by Sellers at or prior give effect to the Closing pursuant to this Agreement (including conditions set forth under Section 10.1) or otherwise reasonably requested by Buyer in connection herewith7.1.