Common use of Deliveries by Sellers Clause in Contracts

Deliveries by Sellers. At the Closing, Sellers shall (or shall cause its Affiliates to) take each of the following actions: (a) deliver to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act; (b) deliver to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law); (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellers.

Deliveries by Sellers. At or prior to the Closing, Sellers shall (deliver or shall cause its Affiliates to) take each of the following actionsto be delivered to Buyer: (a) deliver to Purchaser a Membership Interest Assignment, in the original share register form attached hereto as Exhibit A, duly executed by each Seller (collectively, the “aksjeeierbokMembership Interest Assignments”) ), for the transfer of the Company with Purchased Interests on the Purchaser duly registered as owner books of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies ActCompany; (b) deliver to Purchaser certified constructive possession of all originals and copies of agreements, instruments, documents, deeds, books, records, files and other data and information within the share registers possession of the Seller Parties or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than of their Affiliates pertaining to the Company (collectively, the “Records”), provided such share certificates should have been issued according that the Seller Parties may retain (i) copies of any Tax Returns and copies of Records relating thereto, (ii) copies of any Records that the Seller Parties are reasonably likely to applicable law)need for complying with Legal Requirements, and (iii) copies of any Records that in the reasonable opinion of the Seller Parties will be required in connection with the performance of Seller Parties’ obligations under Article VI; (c) deliver customary payoff letters from all holders of Closing Date Debt (which letters shall contain payoff amounts, per diems, wire transfer instructions and an agreement to Purchaser written resignationsdeliver, in the agreed formupon full payment, by each retiring board director UCC-3 termination statements, and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorother appropriate releases) (“Payoff Letters”) and evidence of release of all Liens; (d) deliver to Purchaser for the Company and each Seller, a certified copy certificate of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers appropriate public official, dated not more than ten (10) Business Days prior to the Purchaser; andClosing Date, to the effect that such Person is a validly existing limited liability company or corporation (as applicable) in good standing in the applicable State of formation and each other State where such Person is qualified to do business; (e) deliver to Purchaser for the Company and each Seller, a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4Secretary of such Person attaching true, that the Warranties correct, and the Title and Capacity Warranties are true and accurate in all material respects complete copies of (i) its certificate of formation (or comparable document) or certificate of incorporation (as applicable) as of the Closing Date., certified by the Secretary of State of the State of formation of such Person, (ii) its limited liability company agreement or bylaws (as applicable) of such Person as of the Closing Date, and (iii) resolutions authorizing the Transactions adopted by such Person’s (A) board of directors or manager(s) (as applicable), and (B) member(s) or shareholder(s) (as applicable), in each case as were amended, supplemented, or otherwise modified, renewed, or replaced prior to the Closing Date; (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, certifications from each Seller in form and substance reasonably satisfactory to Purchaser, relating to Buyer that no withholding is required under Sections 1445 or 1446 of the Warranties set forth in Sections 5.1 Code and 5.2 belowthe Treasury Regulations promulgated thereunder or a properly executed Form W-9; (g) the third party consents set forth on Schedule 3.4; (h) the Seller Representative Closing Certificate; (i) evidence reasonably satisfactory to Buyer and its counsel that the Sellers purchased an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage to provide directors, managers and officers of the Company prior to the extent in Closing with coverage for a period of up to six (6) years after the possession of Closing Date (the Sellers or any of their Affiliates (other than any of the Acquired Companies“D&O Tail”), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (hj) subject such other documents and instruments as may be reasonably required by Sellers to Section 11.1.2(b), all elements of consummate the Data Room remaining in the possession or control of counsel to SellersTransactions.

Deliveries by Sellers. At the Closing, Sellers shall (have delivered or shall cause its Affiliates to) take each of the following actionshave caused to be delivered to Buyers: (ai) deliver to Purchaser the original share register true and correct copies of (“aksjeeierbok”x) each Governing Document respecting each member of the Company Seller Group that has been filed with a state official, certified by the Purchaser duly registered appropriate state official, as owner of a date within five business days preceding the Closing Date, and (y) each Governing Document respecting each member of the Shares free and clear of any and all Encumbrances and Seller Group that has not been filed with a notice in accordance with Section 4-10 state official, certified as of the Norwegian Companies ActClosing Date by the Secretary or any Assistant Secretary of the such member of the Seller Group to which it relates; (bii) deliver existence and good standing certificates as of a recent date relating to Purchaser certified copies each member of the share registers Seller Group from the state in which such member is formed or the share certificatesorganized, as the case may be, and all other states in which such member is qualified to do business as a foreign entity; (iii) resolutions of the Board of Directors of Sellers, authorizing the execution and delivery of this Agreement and the other documents contemplated herein and the performance of the Transaction, certified by the Secretary or an Assistant Secretary of Sellers; (iv) original certificates, if certificated, representing all shares owned the Equity Interests, and duly executed stock powers in proper form for transfer; (v) each Ancillary Agreement required to be duly executed and delivered by any Acquired Company in the Acquired Companies parties other than any Buyer; (vi) a certificate attesting to the Company amount of unfunded capital commitments associated with the items set forth in Schedule 2.5(a)-1 and the amount of funded growth capital expenditures associated with items set forth in Schedule 2.5(a)-2; (provided such share certificates should have been issued according vii) a Secretary’s Certificate attesting to applicable lawthe incumbency of the officers of Sellers executing this Agreement and the Ancillary Agreements; (viii) an Officer’s Certificate from Sellers attesting to the matters set forth in Section 6.2(a); (cix) deliver such other assignments, bills of sale, deeds and instruments of transfer, all in form reasonably satisfactory to Purchaser written resignationsBuyers, as are necessary to convey fully and effectively to Buyers the Purchased Assets in accordance with the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorterms hereof; (dx) deliver to Purchaser a certified copy certificate of non-foreign status which meets the requirements of Treasury Regulation Section 1.1445-2(b)(2) duly executed by OFS ES; (xi) resignations of the minutes officers, directors and committee members of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the PurchaserSubsidiaries; and (exii) deliver to Purchaser a certificate duly signed such other and further certificates, assurances and documents as may reasonably be required by Buyers in connection with the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as consummation of the Closing DateTransaction. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellers.

Deliveries by Sellers. At the Closing, Sellers shall (deliver or shall cause its Affiliates to) take each of to be delivered to Buyer the following actionsfollowing: (a) deliver to Purchaser the original share register (“aksjeeierbok”officer's certificates contemplated by Sections 6.3(a) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act6.3(b); (b) deliver to Purchaser certified copies certificates of incumbency for the respective officers, managers or partners of each Seller executing this Agreement and other Closing documents, dated as of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)Closing Date; (c) deliver to Purchaser written resignationsa duly executed xxxx of sale, substantially in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorform of Exhibit A to this Agreement; (d) deliver duly executed special warranty or equivalent deeds in recordable form, in form and substance reasonably acceptable to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of Buyer, to effect the transfer of the Shares from the Sellers to the Purchaser; andOwned Real Property; (e) deliver duly executed lease assignment and assumption agreements, in form and substance reasonably acceptable to Purchaser a certificate duly signed by Buyer, to effect the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as transfer of the Closing Date.Leased Real Property (the "Lease Assignment and Assumption Agreements"); (f) deliver a duly executed assumption agreement, substantially in the form of Exhibit B to Purchaser an opinion or opinions of counsel for Sellersthis Agreement (the "Assumption Agreement"); (g) a duly executed pay-off letter and lien release, in form and substance reasonably satisfactory to PurchaserBuyer, relating with respect to the Warranties set forth DIP Facility; provided, however, nothing in Sections 5.1 this Agreement shall affect the rights of the Agent under the DIP Facility with respect to the pay-off letter and 5.2 belowthe lien release; (gh) all other instruments of conveyance and transfer in form and substance reasonably acceptable to the extent in the possession of the Sellers or any of their Affiliates (other than any of Buyer as are necessary to convey the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related Assets to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyBuyer; and (hi) subject all other previously undelivered certificates, agreements and other documents required to be delivered by Sellers at or prior to the Closing in connection with the Contemplated Transactions. (j) with respect to each Seller, a certificate of non-foreign status in accordance with Section 11.1.2(b), all elements 1445 of the Data Room remaining Code and the Treasury regulations promulgated thereunder, and any similar documents requested by Buyer at least five Business Days before the Closing Date that are required to be delivered to avoid withholding of Tax in connection with the possession payment of the Consideration under any state or control local law and that such Seller is capable of counsel to Sellersproviding.

Deliveries by Sellers. At the Closingapplicable Staged Closing Date, and as applicable, Sellers shall (or shall cause its Affiliates to) take each of deliver to Buyers the following actionsfollowing: (a) deliver a xxxx of sale for the Acquired Assets (other than those Acquired Assets being conveyed pursuant to Purchaser the original share register (“aksjeeierbok”) Assignment and Assumption Agreement, the Intellectual Property Rights Assignment Agreement and the other agreements and instruments of conveyance executed at the applicable Staged Closing), which shall include a schedule of the Company with the Purchaser duly registered as owner Acquired Assets (or a reasonably specific description of the Shares free and clear categories thereof) being transferred or assigned from the respective Sellers to the respective Buyers, substantially in the form of any and all Encumbrances and a notice in accordance with Section 4-10 Exhibit O (the "Xxxx of the Norwegian Companies ActSale"), duly executed by Sellers; (b) deliver to Purchaser certified copies a counterpart of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company Assignment and Assumption Agreement substantially in the Acquired Companies other than form of Exhibit P (the Company "Assignment and Assumption Agreement") which shall include a schedule of the Assumed Liabilities (provided such share certificates should have been issued according or a reasonably specific description of categories thereof) being transferred to applicable law)or assumed by the respective Buyers from the respective Sellers, duly executed by Sellers; (c) deliver to Purchaser written resignations, in the agreed form, by executed counterparts of each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorother Collateral Agreement; (d) deliver to Purchaser a certified copy certificate of non-foreign status as described in U.S. Treasury Regulation section 1.1445-2(b)(2) of the minutes Treasury Regulations; (e) other instruments of the board of directors of the Company containing the unconditional approval of transfer reasonably required by Buyers to evidence the transfer of the Shares from the Sellers Acquired Assets to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date.Buyers; (f) deliver certificate, dated the First Stage Closing Date, of Sellers certifying as to Purchaser the compliance by Sellers with Sections 7.2(a) and (b); (g) an opinion or opinions of counsel opinion, dated the First Stage Closing Date, from Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel(s) for Sellers, and/or such other counsel(s) reasonably acceptable to Buyers, in form and substance reasonably satisfactory to Purchaser, relating Buyers and to the Warranties effect set forth in Sections 5.1 and 5.2 below; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, otherwise as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellers.contemplated on Exhibit Q.

Deliveries by Sellers. At the ClosingClosing (or, Sellers shall in the case of those items contemplated by paragraph (j) below, at the Facilities on or shall before the Closing Date), each Seller will deliver, or cause its Affiliates to) take each of to be delivered, the following actionsto Buyer: (a) deliver to Purchaser the original share register (“aksjeeierbok”) The Xxxx of the Company with the Purchaser Sale, duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Actexecuted by such Seller; (b) deliver Copies of any and all governmental and other third party consents, waivers or approvals obtained by Sellers with respect to Purchaser certified copies the transfer of the share registers Purchased Interests, or the share certificates, as consummation of the case may be, representing all shares owned transactions contemplated by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)this Agreement; (c) deliver to Purchaser written resignations, in the agreed form, The opinions of counsel and officer's certificates of such Seller contemplated by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorSection 7.1; (d) deliver to Purchaser a certified copy Bargain and sale deeds with covenant provided for by Section 13 of the minutes Lien Law of the board State of directors New York, conveying the Real Property to Buyer, in substantially the forms of Exhibit F hereto, duly executed and acknowledged by such Seller in recordable form, and any owner's affidavits or similar documents reasonably required by the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; andtitle company; (e) deliver to Purchaser a certificate All Ancillary Agreements, duly signed executed by the any or all Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date.appropriate; (f) deliver Copies, certified by the Secretary or Assistant Secretary of such Seller, of corporate resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to Purchaser an opinion or opinions be executed and delivered by such Seller in connection herewith, and the consummation of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 belowtransactions contemplated hereby; (g) A certificate of the Secretary or Assistant Secretary of such Seller identifying the name and title and bearing the signatures of the officers of such Seller authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (h) Certificates of good standing with respect to such Seller, issued by the Secretary of the State of such Seller's state of incorporation; (i) To the extent available, tax clearance certificates or Tax status certificates dated no more than thirty (30) days prior to the Closing for each jurisdiction identified on Schedule 4.20; (j) To the extent available, originals of the Operating Agreements, Sellers' Agreements, Non-material Contracts, Real Property Agreements and Transferable Permits and, if not available, true and correct copies thereof, in all cases together with notices to and, if required by the terms thereof, consents by other Persons which are parties to the Operating Agreements, the Sellers' Agreements, Non-material Contracts, Real Property Agreements and Transferable Permits; (k) The assets of the Decommissioning Funds to be transferred pursuant to Section 6.12 shall be delivered to the Trustee of the Post-Closing Decommissioning Trust Agreement; (l) All such other instruments of assignment, transfer or conveyance as shall, in the possession reasonable opinion of Buyer and its counsel, be necessary or desirable to transfer to Buyer the Sellers Purchased Interests, in accordance with this Agreement and where necessary or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent desirable in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyrecordable form; and (hm) subject Such other agreements, consents, documents, instruments and writings as are required to Section 11.1.2(b), all elements of be delivered by Sellers at or prior to the Data Room remaining Closing Date pursuant to this Agreement or otherwise reasonably required in the possession or control of counsel to Sellersconnection herewith.

Deliveries by Sellers. At the Closing, Sellers shall deliver to Buyers (or shall cause its Affiliates to) take each of unless delivered previously), the following actionsfollowing: (a) deliver to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act; (b) deliver to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law); (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes resolutions of the board of directors of Parent and each Seller, and the Company containing the unconditional approval resolution of the transfer shareholders of each Seller authorizing the execution, delivery and performance by such party of this Agreement and the consummation by such party of the Shares from transactions contemplated hereby, and authorizing such party's officers, employees and agents to carry out and perform the Sellers terms and provisions hereof and thereof, certified by the corporate secretary of such party; (b) a copy of the Certificate of Incorporation (or comparable document) of Parent and each Seller, as amended to date, certified by the applicable government authority, and dated as of a date not more than ten (10) calendar days prior to the Purchaser; andClosing Date, if such applicable government authority will issue such a certificate; (c) a certificate of good standing of Parent and each Seller issued by the applicable governmental authority for the jurisdiction in which such party is incorporated or, as to each Seller, is required to be qualified to transact business as a foreign corporation, dated not more than ten (10) calendar days prior to the Closing Date, if such applicable governmental authority will issue such a certificate; (d) duly executed Bills of Sale; (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date.executed Lease Assignments; (f) deliver to Purchaser an opinion or opinions duly executed Instruments of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 belowAssignment; (g) duly executed Other Instruments; (h) duly executed documents evidencing transfers of Permits, if transferable; (i) duly executed documents evidencing transfers of motor vehicles and registrations thereof; (j) the officers' certificates referred to in Sections 8.01(a), (b) and (c) hereof; (k) the extent opinion of the General Counsel of Parent substantially in the possession form of Exhibit E attached hereto; (l) the Sellers or any Books and Records of their Affiliates each Seller; (other than any m) a duly executed lease agreement, substantially in the form of Exhibit G attached hereto, regarding the Acquired Companies)facilities located at 617 X. Xxxxxx Xxxxxx xxx 747 Xxxxx Xxxxxx, Xxxxxx, Xxxx (xxllectively, the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies"Marixx USA Facilities"), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (hn) subject all other duly executed instruments and documents required by this Agreement to Section 11.1.2(b)be delivered by Sellers or Parent to Buyers, and such other instruments and documents which Buyers or its counsel may reasonably request not inconsistent with the provisions hereof, so as to effectively transfer to Buyers all elements of Sellers' right, title and interest in and to the Data Room remaining in the possession or control of counsel to SellersTransferred Assets as provided by this Agreement.

Deliveries by Sellers. At the Closing, Sellers shall (deliver, or shall cause its Affiliates to) take each of to be delivered, to Buyer the following actionsitems: (a) deliver to Purchaser the original share register (“aksjeeierbok”) duly executed assignments of the Company with the Purchaser duly registered as owner Interests, from each of the Shares Members, in favor of Buyer, each in the form attached hereto as Exhibit B, reflecting the assignment of such Member’s Interest to Buyer, free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies ActLiens; (b) deliver to Purchaser certified copies of the share registers or Escrow Agreement, duly executed by the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)Sellers’ Representative; (c) deliver to Purchaser written resignations, in a subsistence certificate for the agreed form, by each retiring board director and deputy board director elected Company issued by the shareholders Secretary of State of the Commonwealth of Pennsylvania and in each state in which the Acquired CompaniesCompany is certified, including qualified or registered to do business as a confirmation from foreign limited liability company, each such person that he has no claim against of which shall be dated not later than 15 days prior to the relevant Acquired Company resulting from his position as board director or deputy board directorClosing Date; (d) deliver to Purchaser a certified copy of the minutes Certificate, certified by the Secretary of State of the board Commonwealth of directors Pennsylvania as of a date not later than 15 days prior to the Closing Date, and a copy of the Company containing LLC Agreement, certified by the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; andMembers; (e) deliver to Purchaser a certificate duly signed of the principal executive officer of each Member, certifying as to (i) a good standing certificate or subsisting certificate of such Member as certified by the SellersSecretary of State or Commonwealth, following due inquiries with and assurances from as applicable, of the individuals set out jurisdiction of such Member’s formation or organization, no more than 10 calendar days prior to Closing; (iii) the Organizational Documents of such Member in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects effect as of the Closing Date.; (iv) the resolutions of the board or other governing body or Person of such Member approving and authorizing this Agreement and the Ancillary Agreements to which such Member is a party and the Transactions; and (v) the incumbency and signature of the authorized signatories of such Member executing this Agreement and any other documents delivered pursuant to this Agreement; (f) deliver the original limited liability company record books and equity record books of the Company, if any; (g) an Amended and Restated Operating Agreement of the Company in a form that is acceptable to Purchaser an opinion or opinions Buyer; (h) UCC-3 Financing Statements reflecting the termination of counsel for Sellersall Liens on the Company’s assets in favor of the Lender and other instruments as may be reasonably requested by Buyer evidencing such termination, together with a payoff letter executed by the Lender: (i) evidencing the amount of the Closing Date Indebtedness required to be paid to the Lender as of the Closing Date to terminate such Liens and repay all Indebtedness, (ii) terminating such Liens and (iii) authorizing the filing of the UCC-3 Financing Statements by Buyer; (i) a non-foreign person affidavit that complies with the requirements of Section 1445 of the Code, executed by each Seller and in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 belowBuyer; (gj) to estoppels and consents duly executed by landlords under the extent Real Property Leases identified on Schedule 5.8(b) in substantially the same form as Exhibit C; (k) Employment Agreement, duly executed by Xxxxxxx Xxxx, substantially in the possession of the Sellers or any of their Affiliates form attached hereto as Exhibit D (other than any of the Acquired Companies)collectively, the originals of any land certificates“Employment Agreement”); (l) Lockup Agreements duly executed by each Member and each Owner, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent each substantially in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyform attached hereto as Exhibit E; and (hm) subject a receipt from Xxxxx Securities LLC (the successor in interest of Xxxxxxx Xxxx & Company LLC) that all fees and expenses owed to Section 11.1.2(b)it have been paid in full, all elements along with a release of the Data Room remaining in the possession or control of counsel Company from any liability to SellersXxxxx Securities LLC.

Deliveries by Sellers. At (i) On the ClosingFirst Closing Date, the Sellers shall (or shall cause its Affiliates to) take each deliver to Purchaser all of the following actionsclosing documents, in such forms as are agreed upon and acceptable to Purchaser, duly executed by all signatories other than Purchaser, as required pursuant to the respective terms thereof: (aA) deliver executed counterparts of the Assignment and Assumption Agreement with respect to the Agency Purchased Assets and the Agency Assumed Liabilities; (B) a receipt for payment of the First Closing Date Payment as of the First Closing; (C) such other instruments of sale, assignment, transfer and conveyance as are reasonably necessary to effectuate the sale, transfer, assignment and delivery to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner right, title and interest of the Shares Sellers in and to the Agency Purchased Assets free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act;Liens other than Permitted Liens; and (bD) all opinions, certificates, and other documents and instruments required to be delivered at the First Closing under Article VIII hereof. (ii) On the Second Closing Date, the Sellers shall deliver to Purchaser certified copies all of the share registers or the share certificatesfollowing closing documents, in such forms as are agreed upon and acceptable to Purchaser, duly executed by all signatories other than Purchaser, as required pursuant to the case may be, representing all shares owned by any Acquired Company in respective terms thereof: (A) executed counterparts of each Ancillary Agreement to which the Acquired Companies Sellers or their Affiliates are a party (other than the Company (provided such share certificates should have been issued according to applicable lawAncillary Agreements delivered at the First Closing); (cB) deliver to Purchaser written resignations, in a receipt for payment of the agreed form, by each retiring board director and deputy board director elected by Second Closing Date Payment as of the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorSecond Closing; (dC) deliver executed counterpart of any Sublease Agreement; (D) the following documents relating to the Owned Real Property and the Real Property Leaseholds: (1) to Purchaser a certified copy or Purchaser’s title insurance company special warranty deeds in the form of Exhibit E (the “Special Warranty Deeds”) with respect to the Owned Real Property; (2) if required by Purchaser’s title insurance company, to Purchaser’s title insurance company an owner’s title affidavit and gap indemnity in form reasonably acceptable to the Sellers and Purchaser’s title insurance company in connection with Purchaser obtaining an ALTA form owner’s policy of title insurance at Purchaser’s sole cost and expense insuring Purchaser as the fee simple owner of the minutes Owned Real Property; (3) to Purchaser or Purchaser’s title insurance company an affidavit stating that the owner of the board of directors Owned Real Property is not a “foreign person” pursuant to Section 1445 of the Company containing Code; (4) any surveys, site plans, certificates of occupancy, plans and specifications, engineering or environmental reports and zoning approvals relating to the unconditional approval of the transfer of the Shares from Owned Real Property as the Sellers to the Purchasermay have in their possession; and (e5) deliver subject to Purchaser a certificate duly signed by Section 7.04(b), an assignment and assumption of lease in the Sellers, following due inquiries form of Exhibit F (“Assignment and Assumption of Lease”) with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver respect to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 beloweach Real Property Lease; (gE) such other instruments of sale, assignment, transfer and conveyance as are reasonably necessary to effectuate the extent in sale, transfer, assignment and delivery to Purchaser of the possession right, title and interest of the Sellers or in and to the Non-Agency Purchased Assets free and clear of any of their Affiliates (Liens other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyPermitted Liens; and (hF) subject all opinions, certificates, and other documents and instruments required to Section 11.1.2(b), all elements of be delivered at the Data Room remaining in the possession or control of counsel to SellersSecond Closing under Article VIII hereof.

Deliveries by Sellers. At the Closing, Sellers shall (deliver or shall cause its Affiliates to) take each of to be delivered the following actionsto Buyer: (ai) deliver duly executed transfers of the Company Shares to Purchaser the original share register Buyer together with certificates evidencing the Company Shares (“aksjeeierbok”if the Company Shares are evidenced by certificates and failing that indemnities in respect of such certificates in the usual form), duly endorsed by Sellers or accompanied by assignments or other instruments of transfer duly executed by Sellers for transfer to Buyer, free and clear of all Encumbrances; (ii) written tenders of resignation of all directors and officers of the Company and Subsidiary, other than those identified by Buyer to Xxxx Xxxxxxx prior to Closing; (iii) the Escrow Agreement, duly executed by Sellers; (iv) an Employment Document, duly executed by each Seller; (v) the Registration Rights Agreement, duly executed by each Seller; (vi) a certificate of the Secretary (or equivalent officer) of the Company with the Purchaser duly registered as owner certifying that attached thereto is a true and complete copy of the Shares free current constitution of the Company; (vii) a certificate of the Secretary (or equivalent officer) of Subsidiary certifying that attached thereto are true and clear complete copies of (A) the certificate of incorporation of Subsidiary, and all amendments thereto, as certified by the Secretary of State of Delaware; and (B) the by-laws of Subsidiary, and all amendments thereto; (viii) (A) a letter of status (letter of good standing) dated not more than 10 days prior to the Closing Date from the Companies Registration Office of Ireland, attesting to the status in Ireland of the Company; (ix) a certificate of good standing dated not more than 10 days prior to the Closing Date from (A) the Secretary of State of the State of Delaware, attesting to the good standing in Delaware of Subsidiary, (B) the Secretary of State of the State of Pennsylvania, attesting to the good standing in Pennsylvania of Subsidiary, (C) the secretary of state of each other state attesting to the good standing of Subsidiary, as applicable, in each other state where Subsidiary is qualified to do business; (x) the Estimated Closing Statement (together with all payoff statements and other documents that Sellers are required to deliver pursuant to Section 1.4 with respect to the Estimated Closing Indebtedness and the Estimated Closing Transaction Expenses); (xi) the consents from Authorities or other Persons, if any, set forth on Schedule 3.3 in forms reasonably acceptable to Buyer; (xii) the original stock ledgers and minute books for the Company and Subsidiary; (xiii) such lien releases or other written evidence reasonably satisfactory to Buyer, evidencing the release of all Encumbrances on the assets of the Company and Subsidiary that are not Permitted Encumbrances; (xiv) written confirmation that any and all Encumbrances and a notice shareholders agreements in relation to the Company Shares have been terminated; (xv) written confirmation of the termination, effective immediately prior to the Closing, of the 401(k) Plan, in accordance with Section 4-10 of the Norwegian Companies Act5.8; (bxvi) deliver to Purchaser certified copies share certificates for the Company Shares held by each of the Sellers and failing that an Indemnity(ies) for lost share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company certificate(s) in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)Agreed Form; (cxvii) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy tax reference numbers of the minutes Sellers for the purposes of the board Stamp Duty (E-stamping of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the PurchaserInstruments and Self-Assessment) Regulations 2012; and (exviii) deliver such other agreements, certificates and documents as may be reasonably requested by Buyer to Purchaser a certificate duly signed by effectuate or evidence the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Datetransactions contemplated hereby. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellers.

Deliveries by Sellers. At Subject to the terms and conditions of this Agreement, at the Closing, Sellers shall (will deliver, or shall cause its Affiliates to) take each of to be delivered, the following actionsto Buyer: (a) deliver Certificates representing the Securities, accompanied by stock powers duly endorsed in blank or accompanied by duly executed instruments of transfer and such other duly executed instruments of transfer with respect to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered Securities as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Actmay be reasonably required by Buyer; (b) deliver to Purchaser certified copies A certificate from each of the share registers or Sellers, dated the share certificatesClosing Date, as stating that the case may be, representing all shares owned by any Acquired Company conditions set forth in the Acquired Companies other than the Company (provided such share certificates should Section 6.3 of this Agreement have been issued according to applicable law)satisfied; (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director;[Reserved] (d) deliver The minute books, stock or equity records, corporate seal and other materials related to Purchaser a certified copy the corporate administration of each of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; andCompanies and their respective Subsidiaries; (e) deliver to Purchaser a certificate A copy, duly signed executed by the Sellers’ Representative, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date.Escrow Agreement substantially in the form attached hereto as Exhibit B (the “Escrow Agreement”); (f) deliver A duly executed FIRPTA statement in a form acceptable to Purchaser an opinion or opinions Buyer for purposes of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 belowsatisfying Buyer’s obligations under Treasury Regulation Section 1.1445-2(b)(2); (g) The Estoppel Certificates; (h) Evidence, reasonably satisfactory to Buyer, of all title insurance commitments, policies, riders and surveys with respect to the extent in the possession Real Property of each of the Sellers or any of their Affiliates Companies (other than any Corcpork) and their respective Subsidiaries; (i) A certificate of good standing from each Company issued by the Secretary of State of the Acquired Companies)state of incorporation or organization of such Company, the originals as of any land certificates, charge certificates, leases, title deeds and other documents related to the real property a recent date; (j) The resignations of all members of the Acquired Companies, as well as, boards of directors and all officers of the Companies identified by Buyer prior to the extent Closing; (k) A legal opinion from counsel for Sellers in the possession of form attached hereto as Exhibit D; (l) A hog production agreement between CPC and CC in the Sellers or any of their Affiliates form attached hereto as Exhibit E (other than any of the Acquired Companies“Hog Production Agreement”), ; (m) A put/call option agreement with respect to Corcpork and CLC in the originals of any licenses, consents, permits or authorizations obtained by or issued to any of form attached hereto as Exhibit F (the Acquired Companies, “Put/Call Agreement”); (n) The amended and any contracts or other restated lease agreements to which any Acquired Company is a partyin the forms attached hereto as Exhibits G-1 and G-2 (the “Restated Leases”); (o) The Environmental Remediation Agreement; and (hp) subject Such other certificates, documents and instruments that Buyer reasonably requests prior to Section 11.1.2(b), all elements Closing to facilitate the consummation of the Data Room remaining in the possession or control of counsel to Sellerstransactions contemplated by this Agreement.

Deliveries by Sellers. At Concurrently with the Closing, Sellers each Seller shall (or shall cause its Affiliates to) take each of the following actionsdeliver to Buyer: (a) deliver The Xxxx of Sale, in the form of Exhibit C hereto, transferring all the Purchased Assets to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies ActBuyer; (b) deliver to Purchaser certified copies Certificates, dated within seven (7) business days of the share registers or Closing Date, from the share certificates, as Secretary of State of Pennsylvania and all other jurisdictions in which such Seller is qualified to do business to the case may be, representing all shares owned by any Acquired Company effect that such Seller is in good standing under the Acquired Companies other than the Company (provided laws of such share certificates should have been issued according to applicable law)jurisdictions; (c) deliver to Purchaser written resignationsA Solvency Certificate signed by Xxxxxxx Xxxxxxxxx, such Seller’s Chief Executive Officer, substantially in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorform of Exhibit D hereto; (d) deliver to Purchaser a certified copy A legal opinion from such Seller’s legal counsel, Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx & Xxxxx, P.C., in the form of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; andExhibit E hereto; (e) deliver An assignment agreement in respect of each of the Assigned Contracts (including, but not limited to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out those Contracts identified in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as 1.1(d) of the Closing Date.Disclosure Schedule) assigning to Buyer all of such Seller’s right, title and interest to the Assigned Contracts to which such Seller is a party and confirming that there are no liabilities owed by such Seller under each such Assigned Contract at the time of the assignment to Buyer, in each case, in form and substance reasonably acceptable to Buyer; (f) deliver to Purchaser an opinion or opinions of counsel for SellersThe Employment Agreements, duly executed by Xxxxxxx Xxxxxxxxx and Xxxx Xxxxxx; (g) Releases, in form and substance reasonably satisfactory to PurchaserBuyer, relating evidencing discharge, removal and termination of all Encumbrances (other than Permitted Liens) to which any of the Purchased Assets are subject, which releases shall be effective at or prior to the Warranties set forth in Sections 5.1 and 5.2 belowClosing; (gh) The software and any other Intellectual Property related thereto, identified in Section 3.9; (i) Evidence reasonably satisfactory to the extent Buyer that Sellers have received all Approvals specified in the possession Section 3.4 of the Disclosure Schedule, except for such Approvals that Buyer and Sellers or any of their Affiliates (other than any of the Acquired Companies)agree, the originals of any land certificatesin writing, charge certificates, leases, title deeds and other documents related will be obtained post-closing pursuant to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partySection 5.4 hereof; and (hj) subject Evidence reasonably satisfactory to Section 11.1.2(b), Buyer that Sellers have paid or made arrangements to pay or otherwise satisfy all elements of Sellers’ payroll obligations and accrued vacation with respect to the Data Room remaining in period prior to the possession or control of counsel to SellersClosing Date.

Deliveries by Sellers. At the Closing, Sellers shall (or shall cause its Affiliates to) take Sellers, as appropriate, will deliver to Buyer the following, each of which shall be in form and substance satisfactory to the following actionsparties hereto: (a) deliver Bills of sale, general warranty deeds, assignments and other instruments of transfer and documents as shall be appropriate to Purchaser carry out the original share register intent of this Agreement and sufficient to sell, assign, convey and transfer good and valid (“aksjeeierbok”or in the case of real property, good and marketable) of title to the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies ActAssets to Buyer, subject to Permitted Encumbrances; (b) deliver Assignments of Sellers domain names relating to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)Newspaper; (c) deliver Any consents to Purchaser written resignationsassignments from third parties obtained by Sellers relating to the Material Contracts that require such consent as shown on Schedule 3.9 hereto, in the agreed form, as well as any other consents obtained by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorSellers; (d) deliver to Purchaser a certified copy of Receipt for the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; andPurchase Price; (e) deliver to Purchaser a certificate duly signed Transition services agreements among Sellers and Buyer executed by the Sellers, following due inquiries which, among other things, provide for Sellers to continue to provide certain services with and assurances from respect to the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as Newspaper for various periods of time after the Closing Date., substantially in accordance with Schedule 2.2(e), as set forth in such agreements (the “Transition Services Agreements”); (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, A non-competition and non-solicitation agreement between Sellers and Buyer executed by Sellers substantially in the form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 belowSchedule 2.2(f) (the “Non-Competition Agreement”); (g) Certificates, dated the Closing Date, of an appropriate officer of each Seller as to approval of such Seller relating to this Agreement and the extent in transactions contemplated hereby; (h) Certificates of an appropriate officer of each Seller certifying the possession fulfillment of the Sellers or any conditions set forth in Sections 8.1(a) and 8.1(b) below; (i) A certificate of their Affiliates (other than any an appropriate officer of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related each Seller as to the real property of the Acquired Companies, that Seller’s status as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partynon-foreign entity; and (hj) subject Such other certificates, instruments and documents as are required to Section 11.1.2(b), all elements be delivered by Sellers pursuant to the terms of the Data Room remaining in the possession or control of counsel to Sellersthis Agreement.

Deliveries by Sellers. At the Closing, Sellers shall (will deliver, or shall --------------------- cause its Affiliates to) take each of to be delivered, the following actionsto Buyer: (a) deliver to Purchaser The Bill of Sale, duly executed by the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Actappropriate Sellers; (b) deliver Copies of any and all governmental and other third party consents, waivers or approvals obtained by Sellers with respect to Purchaser certified copies the transfer of the share registers Purchased Assets, or the share certificatesconsummation of the transactions contemplated by this Agreement and the Additional Agreements, as to the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)extent specifically required hereunder or thereunder; (c) deliver to Purchaser written resignationsThe Special Warranty Deeds, in the agreed form, by each retiring board director duly executed and deputy board director elected acknowledged by the shareholders appropriate Sellers and in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorrecordable form; (d) deliver to Purchaser a certified copy of The Assignment and Assumption Agreement, duly executed by the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; andappropriate Sellers; (e) deliver to Purchaser a certificate A FIRPTA Affidavit, duly signed executed by the appropriate Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date.; (f) deliver Copies, certified by the Secretary or Assistant Secretary of each Seller, of corporate resolutions authorizing the execution and delivery of this Agreement, each Additional Agreement and all of the other agreements and instruments to Purchaser an opinion or opinions be executed and delivered by such Seller in connection herewith, and the consummation of counsel for Sellers, in form the transactions contemplated hereby and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 belowthereby; (g) A certificate of the Secretary or Assistant Secretary of each Seller identifying the name and title and bearing the signatures of the officers of such Seller authorized to execute and deliver this Agreement, each Additional Agreement and the other agreements and instruments contemplated hereby; (h) A copy of the certificate of incorporation and by-laws of each Seller, certified by the Secretary or Assistant Secretary of such Seller, and a copy of the certificate of incorporation of each Seller certified by the Secretary of the Commonwealth of Pennsylvania; (i) To the extent in the possession available, originals of the Sellers all Sellers' Agreements and Transferable Permits and, if not available, true and correct copies thereof; (j) All releases necessary to terminate, discharge, or waive any of their Affiliates Encumbrances (other than any of Permitted Encumbrances) on the Acquired Companies)Purchased Assets, the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well asin recordable form; (k) Such affidavits and, to the extent consistent with and not in addition to the terms hereof, indemnities reasonably requested by the title insurance company issuing the Title Commitments; (l) Each of the other Additional Agreements, duly executed and in recordable form, if appropriate; provided, however, that Sellers will not -------- ------- be required to deliver, or cause to be delivered, at the Closing, a duly executed Generation Support Services Agreement or a duly executed Transition Services Agreement if the Parties have not agreed upon mutually acceptable terms and conditions therefor on or prior to the Closing Date as contemplated in Section 6.13; (m) All such other instruments of assignment or conveyance as shall, in the possession reasonable opinion of Buyer and their counsel, be necessary to transfer to Buyer the Sellers Purchased Assets, in accordance with this Agreement and where necessary or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partydesirable in recordable form; and (hn) subject Such other agreements, documents, instruments and writings as are required to Section 11.1.2(b), all elements of be delivered by Sellers at or prior to the Data Room remaining Closing Date pursuant to this Agreement or otherwise reasonably required in the possession or control of counsel to Sellersconnection herewith.

Deliveries by Sellers. At the Closing, Sellers in addition to any other documents or agreements required under this Agreement, Parent shall (deliver or shall cause its Affiliates to) take each of to be delivered to Purchaser the following actionsfollowing: (a) deliver to Purchaser certificates evidencing all of the original share register Shares, which certificates shall be duly endorsed in blank or accompanied by stock powers duly executed by each of the applicable Shareholders (the “aksjeeierbokStock Powers”) of substantially in the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Actform requested by Purchaser; (b) deliver to Purchaser certified copies the resignations of the share registers all directors and officers of, and each non-corporate trustee or the share certificatesfiduciary of any plan or arrangement involving employee benefits of, as the case may be, representing all shares owned by any each Acquired Company in the Corporation and each Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)Corporation Subsidiary; (c) deliver to Purchaser written resignationsthe Xxxx of Sale, in the agreed form, duly executed by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorAsset Seller; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; andAssignment and Assumption Agreement, duly executed by each Asset Seller; (e) deliver to Purchaser a certificate duly signed executed by the Sellersan authorized officer of Parent, following due inquiries each Shareholder and each Asset Seller, certifying as to compliance with Section 8.1 and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date.8.2; (f) deliver an Assignment and Assumption of Lease with respect to Purchaser an opinion or opinions of counsel for Sellerseach Real Property Lease, in form and substance reasonably satisfactory to Purchaser, relating to duly executed by the Warranties set forth in Sections 5.1 and 5.2 belowSubject Entity that is the lessee under such Real Property Lease; (g) the Transition Services Agreement, duly executed by Parent; (h) a certificate of the secretary or assistant secretary of each Asset Seller certifying resolutions of the Board of Directors of such Asset Seller, and the shareholders of such Asset Seller, approving and authorizing the execution, delivery and performance of this Agreement and such Asset Seller’s Related Agreements and the consummation of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of such Asset Seller); (i) the Articles of Incorporation of each Acquired Corporation and each Acquired Corporation Subsidiary, certified by the Secretary of State or equivalent Person of its jurisdiction of incorporation, and the by-laws or similar instrument of each Acquired Corporation and each Acquired Corporation Subsidiary, certified by its Secretary; (j) certificates of good standing from (i) the jurisdiction of incorporation for each Acquired Corporation and each Acquired Corporation Subsidiary and (ii) the jurisdiction where each Acquired Corporation and each Acquired Corporation Subsidiary is qualified to the extent do business; (k) an exclusivity agreement, duly executed by Parent on behalf of it and its Affiliates in the possession form attached hereto as Exhibit 10.2(k). (l) a certificate of non-foreign status from each Seller that is not a “foreign person” as defined in Section 1445(f)(3) of the Sellers Code (including, but not necessarily limited to, CIS, CIS Financial and CIS Securities) that complies with Treasury Regulation §1.1445-2(b)(2); (m) such other documents and instruments set forth in Schedule 10.2(m) prepared by Purchaser and delivered to Parent not later than the later of (i) 30 Business Days after the date hereof or any (ii) 15 Business Days after Parent’s delivery of their Affiliates (other than any all of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyDeferred Schedules; and (hn) subject such other documents and instruments as may be required by any other provision of this Agreement or any Related Agreement or as Purchaser may reasonably require to Section 11.1.2(b), all elements of consummate the Data Room remaining in transactions contemplated by this Agreement and the possession or control of counsel to SellersRelated Agreements.

Deliveries by Sellers. At the Closing, Sellers shall (or shall cause its Affiliates to) take each of make the following actionsdeliveries to Stericycle: (a1) Sellers shall deliver the certificates representing the WSI Shares on WSI's stock transfer books, duly endorsed for transfer to Purchaser the original share register Stericycle (“aksjeeierbok”) of the Company with the Purchaser or accompanied by duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act; (b) deliver to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable lawexecuted stock powers); (c2) Sellers shall deliver to Purchaser written resignations, (i) the certificate or certificates registered in WSI's name representing the agreed form, by each retiring board director 3CI Common Stock and deputy board director elected by 3CI Preferred Stock on 3CI's stock transfer books and (ii) the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director3CI Note; (d3) Sellers shall deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellersresignations, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects effective as of the Closing Date. (f) deliver to Purchaser an opinion or opinions , of counsel for Sellers, in form the incumbent officers and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 belowdirectors of WSI; (g4) to Sellers shall deliver the extent in the possession resignations, effective as of the Closing Date, of Dr. Xxxxxx Xxxk, Jurgxx Xxxxxx xxx Dr. Xxxxxxx Xxxs as directors of 3CI; (5) Sellers or any shall deliver a certificate, signed by a duly authorized officer of their Affiliates each Seller, certifying to Stericycle that the representations and warranties in Article 4 are true and correct in all material respects at Closing as if made at and as of Closing; (other than any 6) each Seller shall deliver either the opinion of its German counsel, addressed to Stericycle and dated as of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds Closing Date,or such other assurances and other documents related evidence as are customary under German Law and satisfactory to the real property of the Acquired Companies, as well asStericycle in its reasonable judgment from an American business perspective, to the extent effect that: (i) it is duly organized as a KG or GmbH under German Law; (ii) its execution, delivery and performance of this Agreement was duly authorized by all corporate or partnership action required under its Organizational Documents and does not violate any applicable German Laws or Orders; and (iii) the officer or officers signing this Agreement on its behalf and all Closing Documents in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued its name was duly authorized to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; anddo so; (h7) subject Sellers shall deliver any other documents and instruments that Stericycle or its counsel reasonably request. All documents and instruments delivered pursuant to this Section 11.1.2(b), all elements shall be in a form approved by Stericycle on the advice of the Data Room remaining in the possession or control of counsel to Sellersits counsel.

Deliveries by Sellers. At the Closing, Sellers shall (deliver or shall cause its Affiliates to) take each of to be delivered the following actionsfollowing: (a) deliver to Purchaser To Gramercy, the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies ActInitial Payment; (b) deliver To Gramercy, the New Alumina Purchase Agreement duly executed by NSA; provided, however, that Exhibit 1 to Purchaser certified copies of the share registers or New Alumina Purchase Agreement shall be revised to reflect the share certificates, as new delivery schedule to be mutually agreed upon by the case may be, representing all shares owned by parties thereto taking into consideration any Acquired Company delays in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)Closing from August 1, 2009; (c) deliver to Purchaser written resignationsTo the Purchasers, in the agreed form, Guaranty duly executed by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorCAC; (d) deliver To GAH, one or more certificates representing CBI’s right, title and interest in the SAB Equity, duly endorsed in blank or accompanied by transfer forms duly endorsed in blank in proper form for transfer; (e) To Gramercy, one or more certificates representing CLI’s right, title and interest in the Membership Interests, duly endorsed in blank or accompanied by transfer forms duly endorsed in blank in proper form for transfer; (f) To the Purchasers, the certificate to Purchaser a certified copy be delivered pursuant to Section 5.1(d); (g) To SAB, Gramercy and St. Xxx, respectively, the duly executed resignations, effective as of the minutes Closing, of currently serving directors, managers and officers of each of SAB, Gramercy and St. Xxx, respectively, contemplated by Section 4.5; (h) To SAB, Gramercy and St. Xxx, as appropriate, all minute books, stock or membership interest record books (or similar registries) and corporate or limited liability company (or similar) records and seals of SAB, Gramercy and St. Xxx in the possession of or under the control of either Seller or any of their Affiliates; (i) To Gramercy, a certification of non-foreign status, substantially in the form of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchasersample certification contained in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B), duly executed by CLI; and (ej) deliver Such other documents and instruments necessary to Purchaser a certificate duly signed consummate the transactions contemplated by this Agreement upon the Sellersterms and conditions set forth in this Agreement, following due inquiries all of which, together with the documents and assurances from the individuals set out in Section 1.3.4instruments referred to above, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, shall be in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to SellersPurchasers.

Deliveries by Sellers. At the Closing, Sellers shall (or shall cause its Affiliates to) take each of deliver the following actionsto Purchaser: (a) deliver 5.3.1. such instruments or bills of sale, conveyance, transfer, assignment, or endorsement as will be required or as may be desirable to Purchaser vest in Purchaser, its successors and assigns, all right, title and interest in and to the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares Purchased Assets, free and clear of any Liens other than Permitted Liens, and patent, trademark and copyright assignments in such form as Purchaser may reasonably request; 5.3.2. possession and control of all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Actfiles, documents, papers, agreements, books of account and records pertaining to the Purchased Assets and the Business, provided that when such items also pertain to Retained Assets furnishing true and correct copies of such items shall be sufficient; (b) deliver 5.3.3. a certificate executed by the Stockholder to Purchaser certified copies the effect that conditions set forth in Sections 9.1 and 9.2 have been satisfied, and affirming that the representations and warranties of Sellers are true and correct, as provided in Section 9.1; 5.3.4. actual possession and operating control of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)Purchased Assets; (c) deliver to Purchaser written resignations5.3.5. all agreements, documents, consents, approvals, orders and the other instruments referenced in the agreed formArticle 9. 5.3.6. copies, by each retiring board director and deputy board director elected certified by the shareholders in the Acquired CompaniesStockholder, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes stockholder and Board of the board of directors Director resolutions of the Company containing authorizing the unconditional approval execution, delivery and performance of this Agreement and all actions necessary or desirable to consummate the transactions contemplated herein; 5.3.7. pay-off letters and lien discharges (or agreements therefor) satisfactory to Purchaser from each creditor listed on the Certificate of Indebtedness; 5.3.8. an Assignment and Assumption Agreement in form reasonably satisfactory to Sellers with respect to each lease together with an estoppel certificate executed by each lessor of the transfer of the Shares from the Sellers Leased Real Property in form reasonably acceptable to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by 5.3.9. the Sellersnotices to, following due inquiries with permits, authorizations, approvals, consents and assurances waivers from any Governmental Authority and all third party consents, including the individuals set out in Section 1.3.4, that the Warranties consents and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, assignments relating to the Warranties set forth in Sections 5.1 Assumed Contracts and 5.2 below; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies)Assigned Rights, the originals of any land certificateslisted on Exhibit 9.5, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellers8.9.

Deliveries by Sellers. At the Closing, Sellers shall (execute and deliver, or shall cause its Affiliates to) take each of to be executed and delivered, to Purchasers the following actionsfollowing: (ai) deliver instruments of assignment which are in a form sufficient to Purchaser evidence and effect the original share register valid transfer of full title (“aksjeeierbok”A) of the Company with LP Interests to the LP Purchaser duly registered as owner of and (B) the Shares GP Interests to the GP Purchaser, in each case, free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies ActEncumbrances; (bii) deliver to Purchaser certified copies the Assignment and Assumption Agreement (Excluded Assets and Liabilities), properly executed by each of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)Sellers; (ciii) deliver other than as set forth on Schedule 6.12(a), the partnership books, company records and files of OPP related to Purchaser written resignations, in the agreed form, Oleander Station and the records of CPI related to the Transferred Employees (as permitted by each retiring board director Applicable Laws) and deputy board director elected by those related to the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy operation and maintenance of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares Oleander Station; provided, however, that Sellers shall not be required to deliver any (and may redact from the Sellers to the Purchaser; and (eforegoing) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) information to the extent in that the possession disclosure of such information would (A) violate any court or administrative order, (B) disclose information about the activities of Sellers or their Affiliates (other than OPP) where such information is unrelated to OPP, the Business or the Oleander Station, or (C) disclose proprietary information of Sellers or any of their Affiliates pertaining to proprietary safety, operating and maintenance procedures and manuals, energy project evaluation, energy or natural gas price curves or projections, or other economic predictive models; (other than iv) evidence of termination of all Intercompany Arrangements in such a manner that there is and will be no claims against or liability to OPP arising out of such Intercompany Arrangements or the termination thereof, all as, and in a manner, reasonably satisfactory to Purchasers (and subject to Section 6.17); (v) those documents required to be delivered to Purchasers by Sellers pursuant to Article 9; (vi) any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related or instruments as may be reasonably necessary to effect or facilitate the real property of the Acquired Companies, as well as, Transactions to the extent in reasonably requested by Purchasers of Sellers not less than five (5) Business Days prior to the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyClosing; and (hvii) subject to Section 11.1.2(b), all elements of the Data Room remaining an assignment and assumption agreement substantially in the possession or control form of counsel Exhibit 1.2, properly executed by CPI and OPP, pursuant to Sellers.which (A) all rights and obligations of CPI under the LTSA were assigned and delegated to OPP prior to the Closing and (B) title to any LTSA Capital Spares owned by CPI were transferred to OPP prior to the Closing;

Deliveries by Sellers. At Prior to or at the Closing, Sellers shall (deliver or shall cause its Affiliates to) take each of to be delivered to Buyer the following actionsfollowing: (a) deliver to Purchaser certificates evidencing the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act; (b) deliver to Purchaser certified copies of the share registers ownership interests held by UK Seller or the share certificatesUS Seller, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies Shares, duly endorsed for transfer, and an assignment or other than the Company (provided such share certificates should have been issued according to applicable law); (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate Shares, duly signed executed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion UK Seller or opinions of counsel for SellersUS Seller, in form and substance reasonably satisfactory to PurchaserBuyer; (b) duly executed instruments of assignment of any contracts to be assigned pursuant to Section 2.4(a), relating if any; (c) the officer’s certificate of Sellers referred to in Sections 8.2(a) and (b) hereof; (d) an affidavit from US Seller, in form and substance required under Section 1445(b)(2) of the Code; (e) proof of termination of contracts required by Section 2.4(b), if any; (f) letters of resignation of all officers and directors of the Fastener Subsidiaries in form and substance already provided by Buyer and as are mutually agreeable to Sellers and Buyer, except to the Warranties set forth extent Buyer has advised Sellers that Buyer will retain any such officers and directors in Sections 5.1 and 5.2 belowsuch positions; (g) copies of any third party Consents (including Consents for change of control) obtained under this Agreement as of the Closing Date; (h) certificates of good standing (or their equivalent) for each Fastener Subsidiary dated not more than ten (10) days prior to the extent Closing Date, attesting to the good standing of such entity as an organization in good standing under the Laws of its jurisdiction of organization; (i) copies of the current Organizational Documents of each Fastener Subsidiary, certified as of the Closing Date by a duly authorized officer of each such entity; (j) the original minute books, statutory registers and stock transfer books and seal (if any) of each Fastener Subsidiary (including meeting minutes to reflect the resignations required by Section 3.2(f), transfer of the UK Shares and change of the registered office as necessary); (k) an executed copy of the Transition Services Agreement; (l) copies of instruments duly executed and delivered by the respective agents, trustees or other applicable parties under the Credit Facilities evidencing the release of any Fastener Subsidiary from any and all obligations under the Credit Facilities; (m) copies of instruments duly executed and delivered by the applicable parties evidencing (1) the release of any Fastener Subsidiary from any and all obligations under any other instrument under which such Fastener Subsidiary has incurred Debt or any guarantee of Debt of any other Person by such Fastener Subsidiary, and any other instrument providing for any other right in respect thereof, and (2) the release of any Lien on any property or assets of any Fastener Subsidiary under any instrument referenced in clause (1); (n) at Sellers’ expense, written confirmation from the agents under the Credit Facilities reasonably satisfactory to Buyer that all Liens on Collateral (as defined in the possession of the Sellers or any of their Affiliates (other than Credit Facilities) included in any of the Acquired Companies)property transferred under this Agreement are terminated and released, including (1) UCC-3 termination statements in respect of each UCC-1 financing statement naming a Fastener Subsidiary as debtor, filed pursuant to or under the originals Credit Facilities in favor of an agent as secured party or assignee of secured party, (2) duly executed satisfactions of mortgage in recordable form releasing any land certificates, charge certificates, leases, title deeds and other documents related to the Lien on real property owned by a Fastener Subsidiary and created or existing in connection with the Credit Facilities, and (3) other proof of such terminations and releases as reasonably requested by Buyer; (o) the Working Capital of each of the Acquired Companies, Fastener Subsidiaries estimated as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyClosing Date; and (hp) subject to Section 11.1.2(b), such other evidence of performance of all elements covenants and satisfaction of all conditions required of Sellers and the Data Room remaining in the possession or control of counsel to SellersCompany Subsidiaries as Buyer may reasonably request.

Deliveries by Sellers. At Subject to the Closingterms and conditions of this Agreement, in reliance on the representations, warranties and agreements of the Buyers contained in this Agreement, and in consideration of the Purchase Price for the Stock, the Sellers shall agree to deliver (or shall cause its Affiliates toto be delivered) take each to the Buyers at the Auburn Closing those instruments listed below, all reasonably satisfactory in form and substance to the Buyers (the delivery of which may be waived in writing by the following actions:Buyers): (a) deliver stock certificates, with fully executed stock powers, evidencing the Stock and any other documentation necessary or appropriate to Purchaser effect the original transfer ownership thereof to Delta USA (and with respect to the Irish Closing, share register (“aksjeeierbok”) of certificates, with fully executed stock transfer forms, evidencing the Company with Irish Stock and any other documentation necessary or appropriate to effect the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Acttransfer ownership thereof to Delta Holland); (b) deliver to Purchaser certified copies certificates of the share registers or Secretaries of the share certificates, Sellers certifying as to the case may be, representing all shares owned by any Acquired Company in resolutions of the Acquired Companies other than Sellers authorizing the Company (provided such share certificates should have been issued according to applicable law)transactions contemplated hereby; (c) deliver a certificate of good standing and/or subsistence, dated as of a recent date prior to Purchaser written resignationsthe Auburn Closing, in the agreed form, by each retiring board director and deputy board director elected issued by the shareholders Secretary of State of the State of Kentucky and of each other jurisdiction in which the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directoris qualified to do business; (d) deliver to Purchaser a certified copy all corporate minute and stock books, stock ledgers and corporate seals of the minutes of the board of Company and its Subsidiaries; (e) written resignations from all officers and directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date.its Subsidiaries; (f) deliver certificates signed by the Sellers certifying that the conditions to Purchaser an opinion or opinions of counsel for Sellers, Auburn Closing described in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 belowArticle VII have been fulfilled; (g) to the extent in the possession evidence of receipt of all consents set forth on SCHEDULE 3.3; (h) an executed copy of the Sellers or any Xxxxxx Letter Agreement; (i) a list of their Affiliates (all bank accounts, safe deposit boxes, brokerage accounts and other than any institutional accounts of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds Company and other documents related to the real property its Subsidiaries as of the Acquired CompaniesAuburn Closing Date together with complete executed corporate banking resolutions relating to all such accounts providing that Xxxxxx Xxxxx has sole authority over the funds in such accounts; (j) monthly Revenue Statements, as well aslisted by Customer, for the three-month period July 1, 2003 to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies)September 30, the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party2003; and (hk) subject such other endorsements, instruments or documents as may be necessary or appropriate to Section 11.1.2(b)carry out the transactions contemplated hereby. At the Auburn Closing, the Sellers shall take all elements steps necessary to place the Delta USA in actual possession and operating control of the Data Room remaining Business and the Company. At the Irish Closing, the Sellers shall take all steps necessary to place Delta Holland in the actual possession or and operating control of counsel to Sellersthe Irish Subsidiary.

Deliveries by Sellers. At the Closing, Sellers shall (or shall cause its Affiliates to) take each of Sellers as to ixxxxx will deliver, or cause to be delivered, the following actionsto Buyer: (a) deliver to Purchaser the original share register The Bill of Sale, duly executed by Penelec and NGE; (“aksjeeierbok”b) of the Company with the Purchaser duly registered as owner of the Shares free and clear Copies of any and all Encumbrances governmental and a notice in accordance other third party consents, xxxxers or approvals obtained by Sellers with Section 4-10 of the Norwegian Companies Act; (b) deliver respect to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law); (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from Purchased Assets, or the Sellers consummation of the transactions contemplated by this Agreement; (c) The opinions of counsel and officer's certificates contemplated by Section 7.1; (d) One or more special warranty deeds conveying the Real Property to Buyer, in substantially the Purchaserform of Exhibit F hereto, duly executed and acknowledged by Penelec and NGE and in recordable form; and (e) The Assignment and Assumption Agreement, duly executed by Penelec and NGE; (f) A FIRPTA Affidavit, duly executed by Sellers; (g) Copies, certified by the Secretary or Assistant Secretary of each 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 Sellers in connection herewith, and the consummation of the transactions contemplated hereby; (h) A certificate of the Secretary or Assistant Secretary of each Seller identifying the name and title and bearing the signatures of the officers of such Seller authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (i) Certificates of Good Standing with respect to Purchaser a certificate duly signed by the Sellers, following due inquiries with issued by the Secretary of the State of each Sellers' state of incorporation, as applicable; (j) To the extent available, originals of all Sellers' Agreements, Real Property Leases and assurances from the individuals set out in Section 1.3.4Transferable Permits and, that the Warranties and the Title and Capacity Warranties are if not available, true and accurate correct copies thereof; (k) All such other instruments of assignment, transfer or conveyance as shall, in all material respects the 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 (l) Such other agreements, documents, instruments and writings as of are required to be delivered by Sellers at or prior to the Closing DateDate pursuant to this Agreement or otherwise reasonably required in connection herewith. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellers.

Deliveries by Sellers. At the Closing, Sellers shall (or shall cause its Affiliates to) take each of the following actionsare delivering to Ballard: (a) deliver to Purchaser the original share register (“aksjeeierbok”) of Cexxxxxxxtes representing the Company Shares, duly endorsed in blank and accompanied by irrevocable stock powers in form and substance satisfactory to the parties (the "Stock Power(s)"), and any documents which are necessary for the transfer to Ballard of good and marketable xxxle to the Company Shares, with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Actrequisite transfer tax or stamps attached or provided for; (b) deliver to Purchaser certified copies A copy of the share registers or Articles of Incorporation of the share certificatesCompany, with all amendments thereto, and a certificate of good standing from the State of Kansas, each of which shall be certified as of a date within a reasonable time prior to the case may be, representing all shares owned Closing Date by any Acquired Company the appropriate authority in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)Kansas; (c) deliver to Purchaser written resignationsA copy of the Bylaws of the Company, in as amended through the agreed formClosing Date, by each retiring board director and deputy board director elected certified by the shareholders in President of the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorCompany; (d) deliver to Purchaser a certified copy All original books and records of the minutes Company, including without limitation NDAs, 510(k)s, correspondence with regulatory agencies regarding NDAs and 510(k)s, GMP documents, SOPs, policy manual, complaint files, FDA, NRC, and other regulatory files, tax returns, stock transfer records, canceled stock certificates, unissued stock certificate forms, minutes, resolutions, financial records, and all written instructions from the Company to applicable legal counsel to deliver upon request to Ballard patent files and records; (e) All consents and approvals of governmental agencies, if any, and Third Parties to the transactions contemplated by this Agreement; (f) The written resignations of all directors and officers of the board Company; (g) A unanimous resolution of directors the Board of Directors of the Company, and, if applicable, the shareholders of the Company containing the unconditional approval of approving the transfer of the Company Shares from to Ballard pursuant to this Agreement, xx each case certified to be in full force and effect on the Sellers to Closing Date by the Purchaser; andSecretary of the Company; (eh) deliver to Purchaser a certificate duly signed The Escrow Agreement, executed by the each of Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date.; (fi) deliver to Purchaser an An opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 belowBallard; (gj) A Xxxxxxxing Agreement, in form and substance satisfactory to the parties, executed by each of Dye, Fry and Marshall; (k) Ax Xxxxowledgement of Determined Market Value, in form and substance satisfactory to the parties and signed by the parties, setting forth the calculation of Determined Market Value; (l) Signature cards and other necessary documents transferring signature power for all Company bank accounts to Ballard designees; (x) Notices, in form and substance satisfactory to the parties, signed by (as requested by Ballard), advising supxxxxxx, distributors, independent representatives, and customers of the Company of this transaction; (n) All Company credit cards; (o) Marshall is executing and delivering x xxxxxx license agreement, in form and substance satisfactory to Ballard and Marshall, related to U.S. Xxxxxx No. 0,000,000; (p) Employment Agreements with Susie Hoffman, Matthew Comxx, Xxxxx X.X. Mendis, and Xxxxxx X. Xxzzx; xxd (x) Xx instrument, in form and substance satisfactory to Ballard and the Trust, executed by thx Xxxxx which: (i) Amends that certain Lease with the Company dated October 7, 1997 (the "Osborne Park Lease") to prxxxxx xor a term acceptable to Ballard and the extent in Trust; (ii) Acknowledges that the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partynot in default under the Osborne Park Lease; and (hiii) subject Consents and agrees to the representation made in Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellers.4.12(d) below. 3.3

Deliveries by Sellers. At the Closing, Sellers shall (deliver, or shall cause its Affiliates to) take each of to be delivered by their Affiliates, to Buyer the following actionsfollowing: (a) deliver certificates representing the Shares duly endorsed for transfer to Purchaser Buyer or accompanied by stock powers duly executed in blank, or, in the original share register (“aksjeeierbok”) case of Shares of foreign companies, evidence of the Company with the Purchaser duly registered as owner transfer of the such Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 the Applicable Laws of the Norwegian Companies Actjurisdictions in which such foreign companies are organized; (b) deliver the certificate by officers of Sellers required to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according be delivered pursuant to applicable lawSection 8.3(c); (c) deliver to Purchaser written resignationsa certificate, in signed by an authorized officer of each of the agreed formSellers, certifying (i) the due organization and good standing of Sellers, (ii) the corporate resolutions of Sellers authorizing the transactions contemplated by each retiring board director this Agreement, and deputy board director elected by (iii) the shareholders in incumbency of officers of the Acquired CompaniesSellers executing this Agreement and the other agreements, including a confirmation from each such person that he has no claim against instruments or certificates delivered upon the relevant Acquired Company resulting from his position as board director or deputy board directorClosing; (d) deliver to Purchaser a certified copy the stock books, stock ledgers, minute books and corporate seals of each of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; andCompanies; (e) deliver to Purchaser a certificate the Transition Services Agreements, duly signed executed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as AHP or one of the Closing Date.its Affiliates; (f) deliver to Purchaser an opinion the Lease Agreements, duly executed by AHP or opinions one of counsel for Sellersits Affiliates; (g) the Services Agreement, duly executed by AHP or one of its Affiliates; (h) the Supply Agreement, duly executed by AHP or one of its Affiliates; (i) the License Agreement, fully executed by Sherwood and Quinxxx Xxxtrument Company; (j) bills of sale, deeds and any other appropriate instruments of sale and conveyance, in form and substance reasonably satisfactory acceptable to PurchaserBuyer, relating transferring under Applicable Laws all real property or tangible personal property included in the Assets to the Warranties set forth in Sections 5.1 and 5.2 belowBuyer or its Affiliates; (gk) bills of sale and any other appropriate instruments of sale and conveyance, in form and substance reasonably acceptable to Buyer, transferring under Applicable Laws all Intellectual Property included within the extent Assets to Buyer or its Affiliates. Sellers shall reimburse Buyer 50% of reasonable out-of-pocket expenses paid by Buyer to prepare and record such documents for Intellectual Property not in the possession name of the Company prior to Closing. (l) assignments or, where necessary, subleases, in form and substance reasonably acceptable to Buyer, assigning or subleasing to Buyer or its Affiliates under Applicable Laws all Assumed Contracts; (m) such instruments of cancellation and other appropriate documents, in form and substance reasonably acceptable to Buyer, cancelling all loans or other obligations for borrowed money owed by any of the Companies to Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companiesduly executed by Sellers or such Affiliates, as well asthe case may be; (n) such other instruments and documents, in form and substance reasonably acceptable to Buyer and Sellers, as may be reasonably necessary to effect the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyClosing; and (ho) subject to Section 11.1.2(b), all elements letters of resignation executed by the directors of each of the Data Room remaining in Companies and such letters executed by officers of the possession or control of counsel to SellersCompanies as shall be requested by Buyer.

Deliveries by Sellers. At the ClosingSellers will deliver, Sellers shall (or shall cause its Affiliates to) take each of the following actionsto be delivered, to Buyer: (ai) deliver to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies ActEscrow Agreement executed by Sellers; (bii) certificates representing the Membership Interests, duly endorsed by each Seller (as to such Seller’s membership interest) for transfer to Buyer and, if the Membership Interests shall not be certificated, then each Seller shall execute and deliver to Purchaser certified copies an assignment of the share registers or the share certificates, as the case may be, representing all shares owned such membership interest; (iii) releases executed by any Acquired Company Sellers in the Acquired Companies other than the Company form of Exhibit B attached hereto (provided such share certificates should have been issued according to applicable lawcollectively, “Sellers’ Releases”); (civ) deliver to Purchaser written resignations, an Employment Agreement in the agreed form, form attached hereto as Exhibit C executed by each retiring board director and deputy board director elected by Xxxxxxx (the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director“Xxxxxxx Agreement”); (dv) deliver to Purchaser a certified copy executed letters of the minutes of the board of resignation from all managers, officers and directors of the Company containing Company, effective upon the unconditional approval Closing, in forms reasonably acceptable to Buyer; (vi) a certificate signed by Sellers, certifying to the fulfillment of the transfer conditions specified in Section 8.1 and Section 8.2; (vii) an opinion of counsel to Sellers and the Company, each dated the Closing Date, in forms reasonably acceptable to Buyer; (viii) evidence of full and final payment by the Company of all amounts owing to holders of options to acquire membership interests in the Company, for the complete cancellation and termination of such options; (ix) the Registration Rights Agreement in the form attached hereto as Exhibit D; (x) the Required Consents; (xi) a payoff letter from Xxxxx, dated as of the Shares from the Sellers Closing Date, addressed to the Purchaser; andCompany and setting forth the amount required to pay in full any portion of the Indebtedness owed by the Company to Xxxxx; (exii) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with Chief Executive Officer of Xxxxx authorizing and assurances from approving the individuals set out in Section 1.3.4, that the Warranties execution and delivery of this Agreement to Buyer and the Title and Capacity Warranties are true and accurate in all material respects consummation of the transactions contemplated hereby, dated as of the Closing Date. (fxiii) deliver to Purchaser an opinion or opinions a copy of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) to the extent in the possession a resolution of the Sellers or any Board of their Affiliates (other than any Directors and shareholders of EMS authorizing and approving the execution and delivery of this Agreement to Buyer and the consummation of the Acquired Companies)transactions contemplated hereby, the originals duly certified by an officer of any land certificates, charge certificates, leases, title deeds and other documents related to the real property EMS as of the Acquired CompaniesClosing Date as being true, as well ascorrect, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, complete and any contracts or other agreements to which any Acquired Company is a partyunamended; and (hxiv) subject an Option Termination Agreement in the form attached hereto as Exhibit E, duly executed by each Person who is a holder of any options to Section 11.1.2(b), all elements acquire any membership interest or any membership units of the Data Room remaining in the possession or control of counsel to SellersCompany.

Deliveries by Sellers. At the Closing, the Company and Sellers shall (deliver or shall cause its Affiliates to) take each of to be delivered to Purchaser the following actionsfollowing: (a) deliver to Purchaser the original share register (“aksjeeierbok”) Assignments of Membership Interests, dated as of the Company with Closing Date, duly executed by each Seller and acknowledged by the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies ActCompany; (b) deliver to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law); (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for SellersEvidence, in form and substance reasonably satisfactory to Purchaser, relating that all Required Consents have been obtained and that all filings required with any Governmental Authority for the consummation of the transactions contemplated hereby shall have been made; (c) Evidence that all Liens upon the Company Membership Interests, the Holding Membership Interests and the assets of the Company and Holding shall have been released; (d) A copy of the certificate of formation of the Company, together with all amendments thereto, certified by the Secretary of State of New Hampshire, and a certificate of good standing for the Company from each state in which the Company is qualified to do business; (e) Evidence, in form and substance reasonably satisfactory to Purchaser, that the Warranties set forth Company LLC Agreement shall have been amended to permit the assignment of Company Membership Interests as contemplated herein; (f) An opinion, dated as of the Closing Date, of Cleveland, Waters & Bass, P.A., counsel for the Company in Sections 5.1 form and 5.2 belowsubstance satisfactory to Purchaser and covering the matters identified in Exhibit D; (g) to Senior Management Agreements, duly executed by the extent in the possession Specified Managing Directors and each of the Sellers or any other individuals who have accepted Purchaser’s offer to become a Managing Director of their Affiliates (other than any of Purchaser following the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyClosing; and (h) subject all such other instruments as, in the reasonable opinion of legal counsel to Section 11.1.2(b)Purchaser, shall be necessary to vest in Purchaser all elements rights, title and interest in, to and under the Company Membership Interests and the Holding Membership Interests as of the Data Room remaining in the possession or control of counsel to SellersClosing Date.

Deliveries by Sellers. At the ClosingClosing and against the deliveries to be made by Buyer pursuant to Section 8.4, Sellers shall (or shall cause its Affiliates to) take each of have delivered the following actionsto Buyer: (a) deliver to Purchaser the original share register (“aksjeeierbok”) a certified copy of resolutions of the Company with managers and members authorizing the Purchaser duly registered as owner making, execution and delivery of this Agreement and each of the Shares free agreements and clear of any instruments executed in connection herewith or delivered pursuant hereto and all Encumbrances and a notice in accordance with Section 4-10 the consummation 21471555v.18 of the Norwegian Companies Acttransactions contemplated hereby, together with an incumbency certificate, each of which shall be certified as true, complete and correct as of the Closing Date by the Secretary of each Seller; (b) deliver to Purchaser certified copies a xxxx of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law); (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, sale in form and substance reasonably satisfactory to PurchaserBuyer pursuant to which Sellers transfer and convey to Buyer all of Sellers' right, relating title and interest in and to the Warranties tangible Purchased Assets; (c) an assignment and assumption agreement in form and substance reasonably satisfactory to Buyer pursuant to which Sellers transfers and assigns to Buyer all of Sellers' right, title and interest in and to the intangible Purchased Assets and Buyer assumes from Sellers the Assumed Liabilities; (d) executed consents to assignment from each of the parties to each of the Material Contracts other than Sellers to the extent a consent to the assignment of such Material Contracts by any Seller to Buyer is required by the terms of such Material Contract or is otherwise required by law; (e) a good standing certificate with respect to each Seller issued by the Secretary of the State of New York within ten (10) days prior to the Closing Date; (f) good standing certificates with respect to each Seller issued by the Secretary of State of each state set forth in Sections 5.1 and 5.2 belowon Schedule 5.3 within ten (10) days prior to the Closing Date; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than if any of the Acquired Companies)Purchased Assets are encumbered by any Lien, a release of all such Liens in form and substance acceptable to Buyer; (h) the originals Employment Agreement; (i) original copies of any land certificatessuch consents, charge certificatesapprovals, leaseslicenses, title deeds permits, authorizations, qualifications and other documents related to orders of governmental authorities as are necessary for the real property consummation of the Acquired Companiestransactions contemplated by this Agreement; (j) original copy of an amendment of each Seller's Articles of Organization which, as well as, to the extent upon filing in the possession office of the Sellers or any Secretary of their Affiliates (other than any State of the Acquired Companies)State of New York, will effectively change each Seller's corporate name; (k) a certificate from each Seller, in a form reasonably acceptable to Buyer, that each Seller is not a foreign person within the originals meaning of any licenses, consents, permits or authorizations obtained by or issued to any Section 1445 of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is Code; (l) a partyLock-Up Agreement duly executed by Xxxxx in the form as set forth in Exhibit "D" attached hereto (the "Lock-Up Agreement"); and (hm) subject to Section 11.1.2(b), all elements such other documents as are reasonably requested by Buyer in connection with the consummation of the Data Room remaining in the possession or control of counsel to Sellers.transactions contemplated hereto. 21471555v.18

Deliveries by Sellers. At the Closing, the Sellers shall (or shall cause its Affiliates to) take each of deliver to Acquiror the following actionsfollowing: (a) deliver a certificate or certificates representing the Shares, duly and validly endorsed to Purchaser or registered in the original share register (“aksjeeierbok”) name of Acquiror or accompanied by separate stock powers duly and validly executed by the Company with appropriate Seller and otherwise sufficient to vest in the Purchaser duly registered as owner of the Shares free Acquiror good and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Actmarketable title to such Shares; (b) deliver the certificates and other documents to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according be delivered pursuant to applicable law)Section 6.2; (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected a cross-receipt duly executed by the shareholders in Sellers acknowledging receipt of the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorPurchase Price; (d) deliver to Purchaser a certified copy copies of the minutes Articles of Incorporation and By-laws of each of the board PEPL Companies, certified by the Secretary of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; andsuch entity as being true and complete; (e) deliver to Purchaser a certificate duly signed copies of the resolutions adopted by the directors of the Sellers, following due inquiries with each certified by the Secretary of such Seller as having been duly and assurances from validly adopted and as being in full force and effect, authorizing the individuals set out in Section 1.3.4execution and delivery by such Seller of this Agreement, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as performance by such Seller of the Closing Date.its obligations hereunder; (f) deliver to Purchaser an opinion or opinions the stock books, stock ledgers, minute books and, if any, corporate seals of counsel for Sellersthe PEPL Companies, in form and substance reasonably satisfactory to Purchaserall other books and records of the PEPL Companies, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) all to the extent in within the possession of the Sellers or any Subsidiary thereof; (g) certificates evidencing the good standing of each PEPL Company under the laws of their Affiliates respective jurisdictions of incorporation; (other than any h) letters from each director of the Acquired Companies)PEPL Companies evidencing such director's resignation; (i) the opinion of Sellers' legal counsels, substantially in the originals forms of any land certificates, charge certificates, leases, title deeds Exhibits C-1 and other documents related to the real property C-2 hereto; (j) duly executed copies of each of the Acquired Companies, as well as, to the extent agreements described in the possession Section 5.11 of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partythis Agreement; and (hk) subject such other agreements or documents as are reasonably required to Section 11.1.2(b), all elements of be delivered by the Data Room remaining in Sellers at or prior to the possession or control of counsel Closing Date pursuant to Sellersthis Agreement.

Deliveries by Sellers. At (a) Without limiting any other provision of this Agreement, at the Closing, Sellers shall AIG is delivering or causing each Seller to deliver the following to Purchaser (or, as applicable pursuant to the last sentence of this Section 2.2(a), following the Closing): (i) the Loan Documents and Loan Files (or shall cause its Affiliates toa copy thereof) take each of the following actions: (a) deliver to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act; (b) deliver to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company included in the Acquired Companies Closing Date Purchased Assets, and for the Loans included in the Escrowed Assets, each Escrowed Asset Non-Legal Loan File (or a copy thereof) relating thereto other than the Company (provided such share certificates should have been issued according Escrowed Assets which are to applicable lawbe delivered to the Custodian pursuant to Section 2.2(b); (cii) deliver a notice from the respective Seller and Purchaser to each applicable Borrower notifying such Borrower of the sale and assignment of the respective Loan Documents to be sold and assigned by such Seller to Purchaser written resignationshereunder at the Closing, in substantially the agreed formforms attached as Exhibits 2.2(a)(ii)(x) and 2.2(a)(ii)(y) hereto, dated as of the Closing Date in respect of Loan Documents constituting Closing Date Purchased Assets and the Escrowed Assets, respectively and executed by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorSeller; (diii) deliver a notice from the respective Seller and Purchaser to each applicable Insurer notifying such Insurer of the assignment to Purchaser a certified copy of such Seller’s security interest in the Policies or Annuities issued by such Insurer, which security interest is to be assigned hereunder at the Closing, in substantially the form(s) attached as Exhibit 2.2(a)(iii) hereto, dated as of the minutes Closing Date in respect of Policies and Annuities securing Loans that constitute Closing Date Purchased Assets and the Escrowed Assets and executed by such Seller; (iv) with respect to each promissory note in favor of a Seller evidencing a Loan included in the Closing Date Purchased Assets with respect to which there are no Escrowed Assets related thereto made by such Seller, such promissory note with an indorsement thereon in substantially the form attached as Exhibit 2.2(a)(iv) hereto; (v) counterparts of each of the board of directors Ancillary Agreements duly executed by AIG or its applicable Affiliates and, in respect of the Company containing Escrow Agreement, duly executed by the unconditional approval Escrow Agent and the Custodian; (vi) the Transferred Intellectual Property; (vii) a secretary’s certificate of AIG, in substantially the form attached as Exhibit 2.2(a)(vii) hereto, that is dated as of the transfer Closing Date and has been executed by the secretary or an assistant secretary of AIG; (viii) the Shares from the Sellers to the PurchaserFacilities Payment; and (eix) deliver a spreadsheet setting forth the information (and related valuations) of the types set forth on Schedule 2.2(a)(ix) hereto with respect to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties each Loan and the Title related Loan Collateral included in the Closing Date Purchased Assets and Capacity Warranties are true and accurate in all material respects the Escrowed Assets, each as of June 30, 2009 or, solely in respect of Loan number 90-101780, as of July 17, 2009. With respect to the deliverables listed in clauses (ii) through (ix) above, AIG is delivering or causing each Seller to deliver such deliverables on the Closing Date at the Closing. With respect to the deliverables listed in clause (i) above, AIG shall cause Sellers to transfer to Purchaser, possession of such deliverables at a mutually agreeable date as soon as practicable after the Closing but in no event later than the second (2nd) Business Day following the Closing Date. (fb) Without limiting any other provision of this Agreement, on the Closing Date, AIG is delivering or causing each Seller to deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating the following to the Warranties set forth Custodian to be held for the benefit of the Purchaser and released by the Custodian in Sections 5.1 and 5.2 below;accordance with the terms of the Escrow Agreement: (gi) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyEscrowed Assets; and (hii) subject with respect to Section 11.1.2(beach promissory note in favor of a Seller evidencing a Loan included in the Escrowed Assets made by such Seller, such promissory note with an indorsement thereon in substantially the form attached as Exhibit 2.2(b)(ii) hereto. (c) Without limiting any other provision of this Agreement, in the event and to the extent that either Seller receives, on or following the Closing Date, any prepaid amount in respect of interest not accrued and not due and payable on or prior to the Closing Date and received by either Seller on or after the Closing Date with respect to any Loan included in the Closing Date Purchased Assets or the Escrowed Assets (any such amount, a “Post-Closing Prepaid Interest Amount” in respect of such Loan), all elements AIG shall cause such Seller to (i) remit, within five (5) Business Days of receipt thereof, to the Escrow Agent (if at the time of such remittance such amount is with respect to an Escrowed Asset or a Closing Date Purchased Asset related thereto) by wire transfer of immediately available funds an amount equal to such Post-Closing Prepaid Interest Amount to be deposited by the Escrow Agent into the Escrowed Assets Escrow Account to be held and released by the Escrow Agent in accordance with the terms of the Data Room remaining Escrow Agreement or (ii) remit, within five (5) Business days of receipt thereof, to the Purchaser (if at the time of such remittance such amount is with respect to a Closing Date Purchased Asset in respect of which no Escrowed Asset remains in escrow on such date or a Released Escrowed Asset) by wire transfer of immediately available funds, an amount equal to such Post-Closing Prepaid Interest Amount to the possession or control of counsel account designated in writing by the Purchaser to SellersAIG.

Deliveries by Sellers. At the Closing, Sellers shall (Seller will deliver or shall cause its Affiliates to) take each of to be delivered at the following actionsClosing to Purchaser: (a) deliver to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4Seller's Bring-10 of the Norwegian Companies ActDown Certificate; (b) deliver a legal opinion of Xxxxx & Stant, P.C., counsel to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company Seller and MMP substantially in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)form attached as Exhibit E hereto; (c) deliver a legal opinion of counsel to Purchaser written resignations, the FCC Licensee Entities in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position form attached hereto as board director or deputy board directorExhibit F; (d) deliver to Purchaser a certified copy xxxx of sale, assignment and other transfer documents, dated as of the minutes of Closing Date and executed by the board of directors of Seller, transferring the Company containing the unconditional approval of the transfer of the Shares from the Sellers Assets to the Purchaser; and; (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date.[RESERVED]; (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating a certificate as to the Warranties set forth in Sections 5.1 and 5.2 belowexistence of Seller issued by the Secretary of the State Corporation Commission of the Commonwealth of Virginia dated not more than five (5) Business Days before the Closing Date; (g) a certificate as to the extent in existence and good standing of MMP issued by the possession Secretary of the Sellers or any of their Affiliates (other than any State Corporation Commission of the Acquired Companies), Commonwealth of Virginia not more than five (5) Business Days before the originals Closing Date and certificates issued by the appropriate governmental authorities in each jurisdiction in which MMP is qualified to do business and a certificate as to the existence for each of the FCC Licensee Entities of the Secretary of the State Corporation Commission of the Commonwealth of Virginia dated not more than five (5) Business Days before the Closing Date; (h) receipt for Purchase Price; (i) [RESERVED]; (j) the certificate(s) required by Section 8.6; (k) a copy of any land certificatesinstrument evidencing any consents received; (l) the Indemnification Escrow Agreement duly executed by Seller and Sellers' Agent; (m) a copy of any instrument evidencing any consent received, charge certificatesincluding, leasesbut not limited to, title deeds and other documents related estoppel certificates from MMP's landlords with respect to the real property of Real Property; (n) RESERVED; (o) the Acquired Companies, as well as, Estimate Certificate; (p) RESERVED (q) the amendments to the extent LMAs in a form reasonably satisfactory to Purchaser duly executed by the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partynecessa ry parties thereto; and (hr) subject evidence reasonably satisfactory to Section 11.1.2(b), all elements Purchaser that the Limited Partnership Agreements of the Data Room remaining FCC Licensee Entities have been amended, and that sufficient actions have been taken by or with respect to MMP, to require allocation of items of income, gain, loss, deduction and credit with respect to transferred interests in the possession or control FCC Licensee Entities and MMP based on the interim closing of counsel the books method authorized by Code Section 706 and the regulations promulgated thereunder; (s) release and indemnity agreements properly executed by Seller and the shareholders of Seller in a form reasonably satisfactory to SellersPurchaser releasing MMP from all liabilities of Taxes of such persons under certain Assignment and Assumption Agreements dated as of January 1, 1996, and indemnifying and holding harmless MMP from and against all such liabilities; and (t) such other documents as Purchaser shall reasonably request.

Deliveries by Sellers. (a) At the Closing, Sellers shall (deliver or shall cause its Affiliates to) take each of the following actionsto be delivered to Purchaser: (ai) deliver to duly executed stock transfer form(s) in favor of Purchaser the original share register (“aksjeeierbok”) of the Company with or the Purchaser duly registered as owner of Designee together with certificates representing the Shares, or, if applicable, certificates representing the Shares free duly endorsed in blank or accompanied by stock powers duly executed in blank, in each case with all necessary stock transfer stamps attached thereto and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Actcancelled, if appropriate; (bii) deliver such deeds, bills of sale and other instruments of transfer, conveyance and assignment, duly executed and in valid form, as shall be sufficient to transfer to Purchaser certified copies of the share registers or the share certificatesPurchaser Designee all rights, as title and interest in and to the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)Transferred Assets; (ciii) deliver a receipt for the Estimated Purchase Price; (iv) the certificates and other documents required to Purchaser be delivered pursuant to Section 6.2; and (v) written resignations, in the agreed form, from any director or officer of the Target Companies as requested by Purchaser (as notified in writing by Purchaser to Sellers no later than two Business Days prior to Closing) effective as of the Closing, in each retiring board case containing an acknowledgement from such director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person or officer that he or she has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director;for loss of office. (db) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, On or as promptly as practicable following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver , Sellers shall take, or cause to be taken, such action as shall be necessary to put Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining Purchaser Designee in the possession or control of counsel the Transferred Assets and Assumed Liabilities and any assets of the Target Companies not in the possession or control of the Target Companies and shall deliver, or cause to Sellersbe delivered, to Purchaser or the Purchaser Designee copies of all written agreements, arrangements, commitments, contracts, purchase orders, leases, permits, business records, any other papers and documents related to the Transferred Assets and Assumed Liabilities, the Target Businesses or the Target Companies not in the possession or control of the Target Companies, including, without limitation, the Charter, Bylaws, statutory books (duly written up to date), books of account, records and common seals and any securities seals of the Target Companies. (c) Sellers waive, and Sellers shall cause each of their Affiliates to waive, all rights that they may have under the Charter, Bylaws or other constituent documents of the Target Companies and under any other Law concerning shareholders' rights in respect of all other matters in relation to the sale of the Shares.

Deliveries by Sellers. At the Closing, Sellers shall (or shall cause its Affiliates to) take each of Sellers as to itself will deliver, or cause to be delivered, the following actionsto Buyer: (a) deliver to Purchaser the original share register (“aksjeeierbok”) The Xxxx of the Company with the Purchaser Sale, duly registered as owner of the Shares free executed by Penelec and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies ActNGE; (b) deliver Copies of any and all governmental and other third party consents, waivers or approvals obtained by Sellers with respect to Purchaser certified copies the transfer of the share registers Purchased Assets, or the share certificates, as consummation of the case may be, representing all shares owned transactions contemplated by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)this Agreement; (c) deliver to Purchaser written resignations, in the agreed form, The opinions of counsel and officer's certificates contemplated by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorSection 7.1; (d) deliver One or more special warranty deeds conveying the Real Property to Purchaser a certified copy Buyer, in substantially the form of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; andExhibit F hereto, duly executed and acknowledged by Penelec and NGE and in recordable form; (e) deliver to Purchaser a certificate The Assignment and Assumption Agreement, duly signed executed by the Sellers, following due inquiries with Penelec and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date.NGE; (f) deliver to Purchaser an opinion or opinions of counsel for A FIRPTA Affidavit, duly executed by Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) Copies, certified by the Secretary or Assistant Secretary of each 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 Sellers in connection herewith, and the consummation of the transactions contemplated hereby; (h) A certificate of the Secretary or Assistant Secretary of each Seller identifying the name and title and bearing the signatures of the officers of such Seller authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (i) Certificates of Good Standing with respect to the Sellers, issued by the Secretary of the State of each Sellers' state of incorporation, as applicable; (j) To the extent available, originals of all Sellers' Agreements, Real Property Leases and Transferable Permits and, if not available, true and correct copies thereof; (k) All such other instruments of assignment, transfer or conveyance as shall, in the possession reasonable opinion of Buyer and its counsel, be necessary or desirable to transfer to Buyer the Sellers Purchased Assets, in accordance with this Agreement and where necessary or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent desirable in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyrecordable form; and (hl) subject Such other agreements, documents, instruments and writings as are required to Section 11.1.2(b), all elements of be delivered by Sellers at or prior to the Data Room remaining Closing Date pursuant to this Agreement or otherwise reasonably required in the possession or control of counsel to Sellersconnection herewith.

Deliveries by Sellers. At the Closing, The Sellers shall (or shall cause its Affiliates to) take each of deliver the following actionsto the Purchaser: (ai) deliver to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of Stock certificates representing the Shares free in duly transferable form; (ii) Such other documents and clear of instruments as Purchaser may reasonably request in order to vest in Purchaser good and marketable title to the Shares and to any and all Encumbrances and a notice right, title, interest or claim of any kind that Sellers may have in accordance with Section 4-10 the properties, assets or business of the Norwegian Companies ActCompany; (biii) deliver to Purchaser certified copies Any consent required from the landlord under that certain Triple Net Lease ("the Dealership Lease") dated December 21, 1988, by and between Xxxx Xxxxxx, Xxxxx Xxxxxx, and Xxxxx Xxxxxx, and Beach Cities Toyota, Inc.; the sublandlord under that certain Sublease Agreement (the "Dealership Sublease") dated July 20, 1990, by and between Toyota Motor Sales, USA, Inc., and Beach Cities Toyota, Inc.; the landlord under that certain Ground Lease (the "Used Car Lot Lease") dated April 16, 1990, by and between Xxxxxxx Perl, Trustee of the share registers or Perl Property Trust and Xxxx Salehyan; and the share certificatessublandlord under that certain Sublease (the "Used Car Lot Sublease") dated December 12, as the case may be1994, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)and between California Auto Resale and Tar-Car, Inc.; (civ) deliver to Purchaser written resignationsA Phase I environmental site audit on all real property currently owned, in the agreed formleased, by each retiring board director and deputy board director elected or otherwise utilized by the shareholders in the Acquired CompaniesCompany, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed paid for by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance satisfactory to Purchaser; (v) Copies of resolutions of the Board of Directors of the Company, duly certified by its Secretary, in form reasonably satisfactory to Purchaser's counsel, relating 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; (vi) A Sellers' certificate in the form of Exhibit "D" hereto, duly executed by the Sellers and the Company; (vii) An opinion of counsel to the Warranties Sellers, in the form of Exhibit "E" hereto; (viii) An Investment Letter (hereinafter defined) executed by Xxxxxxxxx, in the form of Exhibit "F" hereto; (ix) A Registration Rights Agreement executed by Xxxxxxxxx, in the form of Exhibit "G" hereto; (x) The Sellers' Escrow Agreement; (xi) Any instruments and other documents specifically required by this Agreement that are not otherwise set forth in Sections 5.1 and 5.2 below; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companiesthis subparagraph 6(a), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (hxii) subject Any other instruments or documents deemed reasonably necessary or desirable by the Purchaser in order to Section 11.1.2(b), all elements of consummate the Data Room remaining in the possession or control of counsel to Sellerstransactions contemplated hereby.

Deliveries by Sellers. At Unless otherwise stated below, at or prior to the Closing, Sellers shall (deliver, or shall cause its Affiliates to) take to be delivered, to Purchaser each of the following actionsfollowing: (a) deliver to Purchaser the original share register (“aksjeeierbok”) an Assignment of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice Contributed Membership Interests, executed in accordance with Section 4-10 of the Norwegian Companies Actblank by each respective Seller; (b) deliver each Related Agreement to Purchaser certified copies of which a Seller and/or the share registers or Company is a party, executed by such Seller and the share certificatesCompany, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)applicable; (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation an invoice from each Person (other than any employee) to whom any amount of the Transaction Expenses is owed, indicating the aggregate amount of Transaction Expenses owed to such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorPerson; (d) deliver to Purchaser a certified copy certificate of good standing of the minutes Company, issued as of a date not more than five (5) Business Days prior to the Closing Date by the Secretary of State of the board State of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; andNew Jersey; (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with properly completed and assurances executed IRS Form W-9 from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects each Seller dated as of the Closing Date.; (f) deliver letters of resignation from each individual requested by Purchaser pursuant to Purchaser an opinion Section 5.10; (g) final pay-off letters and UCC-3 termination statements and other Lien terminations or opinions releases (including Intellectual Property security interest releases in form and substance necessary for recordation in the United States Patent and Trademark Office, United States Copyright Office, or any other similar Governmental Authority), in each case in form and substance reasonably satisfactory to Purchaser, from each Person to whom any amount of counsel for Sellersthe Closing Date Indebtedness (other than Equipment and Truck Indebtedness incurred on or prior to the Closing Date), is owed, evidencing the satisfaction in full of all such Closing Date Indebtedness and the release or termination (or willingness to so release) of all Liens relating to such Closing Date Indebtedness, excluding Equipment and Truck Indebtedness incurred on or prior to the Closing Date; (h) the written Consents set forth on Schedule 1.5(h), in each case in form and substance reasonably satisfactory to Purchaser; (i) documentation, in form and substance reasonably satisfactory to Purchaser, relating evidencing the termination, in accordance with Section 5.9, of all intercompany Contracts and relationships (excluding the Contracts, if any, for Equipment and Truck Indebtedness incurred on or prior to the Warranties Closing Date between the Company, on the one hand, and its Affiliate, Tribeca Automotive, on the other hand) and the release of the Company from all Liability thereunder; (j) a certificate, dated as of the Closing Date and executed by an officer of the Company, certifying as to the satisfaction of the conditions set forth in Sections 5.1 Section 7.2(a), Section 7.2(b), and 5.2 belowSection 7.2(c); (gk) a certificate, dated as of the Closing Date and executed by the secretary or an assistant secretary (or similar officer) of the Company, certifying as to (i) no amendments to the extent in the possession certificate of formation of the Sellers or any Company since the date of their Affiliates (other than any filing referenced in a copy of the Acquired Companies)certificate of formation of the Company, certified as of a date not more than ten (10) Business Days prior to the originals Closing Date by the Secretary of any land certificatesState of the State of New Jersey, charge certificatesto be attached to such certificate as an exhibit, leases(ii) the bylaws of the Company, title deeds (iii) the resolutions approved by Sellers in accordance with applicable Law, authorizing the execution, delivery, and performance by the Company of this Agreement and its Related Agreements and the consummation by the Company of the Transactions and (iv) the names and signatures of the officers of the Company authorized to execute this Agreement, its Related Agreements, and the other documents related to be delivered by the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, Company under this Agreement and any contracts or other agreements to which any Acquired Company is a partyits Related Agreements; and (hl) subject such other documents, certificates, or instruments as Purchaser may reasonably request in order to Section 11.1.2(b)effect the Transactions, to vest in Purchaser good and valid title to all elements of the Data Room remaining in Contributed Membership Interests or to evidence the possession or control release of counsel to Sellersall Liens (other than Permitted Liens) on the Company’s properties and assets.

Deliveries by Sellers. At the Closing, Sellers shall (will deliver or shall cause its Affiliates to) take each of the following actionsto be delivered to Buyer: (a) deliver such warranty deeds, bills of sale, endorsements, and other good and sufficient instruments of conveyance, transfer and assignment as are necessary to Purchaser vest in Buyer the original share register (“aksjeeierbok”) right, title and interest of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice Sellers in accordance with Section 4-10 herewith in and to the PCS Assets in a form reasonably satisfactory to Buyer, which shall include, without limitation, a bill of sale and general assignment, substantially in thx xorm of Exhibit D hereto (the Norwegian Companies Act;"Bill of Sale and General Assignment"), duly executed bx Xxllers. (b) deliver to Purchaser certified copies of the share registers or the share certificatesThe Assumption Agreement, as the case may be, representing all shares owned by any Acquired Company substantially in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law);form of Exhibit C hereto, duly executed by Sellers. (c) deliver A certificate signed by a principal officer of each Seller, dated as of the Closing, representing and certifying to Purchaser written resignations, Buyer as to the matters set forth in the agreed form, by each retiring board director Sections 7.03 and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director;7.04. (d) deliver to Purchaser Evidence in a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating Buyer that the consents and approvals listed in Schedule 3.02 as required as conditions to the Warranties transactions contemplated hereunder have been obtained. (e) An opinion as to FCC matters substantially in the form set forth as Exhibit E hereto. (f) An opinion of counsel reasonably satisfactory to Buyer, addressed to Buyer, in Sections 5.1 form reasonably satisfactory to Buyer, containing customary provisions and 5.2 below;qualifications as to the organization of Sellers, the authorization of this Agreement by Sellers, the due execution and delivery of this Agreement by Sellers and the enforceability of this Agreement against Sellers. (g) An affidavit from each Seller (or, for each Seller which is a disregarded entity for Federal income tax purposes, from the applicable owner of such Seller which is not a disregarded entity) stating, under penalty of perjury, such Person's United States taxpayer identification number and that such Person is not a foreign person, pursuant to the extent in the possession section 1445(b)(2) of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; andInternal Revenue Code. (h) subject One or more clearance certificates or similar documents which are required by any state taxing authority in order to Section 11.1.2(b), all elements relieve Buyer of any obligation to withhold any portion of the Data Room remaining in Purchase Price; provided, that this requirement shall apply only to the possession extent that the failure to obtain such a certificate or control of counsel to Sellerssimilar document would violate state law.

Deliveries by Sellers. At the Closing, Sellers shall (deliver, or shall cause its Affiliates to) take each of to be delivered, to Buyer the following actionsfollowing: (a) deliver A counterpart to Purchaser the original share register assignment of limited liability company interests transferring the LLC Interests to Buyer, in form and substance mutually acceptable to the Parties (the “aksjeeierbokAssignment”) of the Company with the Purchaser ), duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act;executed by HEH. (b) deliver A counterpart to Purchaser certified copies the assignment, assumption and xxxx of sale transferring the share registers or Pipeline Assets to Buyer, in form and substance mutually acceptable to the share certificatesParties (the “Xxxx of Sale”), as the case may be, representing all shares owned duly executed by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law);HEP Pipeline. (c) deliver A counterpart to Purchaser written resignationsa right of way assignment agreement transferring the easements, rights of way and licenses within the Assets to Buyer, including all information and formatting required to be accepted by the appropriate Governmental Authority, in form and substance mutually acceptable to the agreed form, by each retiring board director and deputy board director elected by Parties (the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director;“ROW Assignment”). (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; andThe original minute books, company books and membership registers for each Acquired Company. (e) deliver Counterparts to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as each of the Closing Dateagreements contemplated by Section 2 of the Letter Agreement, duly executed by HEP or its applicable subsidiaries. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, Evidence in form and substance reasonably satisfactory to Purchaser, relating to Buyer of the Warranties set forth in Sections 5.1 release and 5.2 below;termination of all Encumbrances (other than Permitted Encumbrances and restrictions imposed by applicable securities Laws) on the Acquired Interests. (g) to To the extent in applicable, assignment documents, duly executed by the possession applicable Seller, assigning each of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related Permits held by such Seller which are assignable by such Seller to the real property of the Acquired Companies, as well as, to the extent Buyer in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; andaccordance with Applicable Law. (h) subject to A certificate, executed by an officer of HEP, in the form prescribed by Treasury regulations under Section 11.1.2(b), all elements 1445 of the Data Room remaining in Code, stating that HEP (the possession or control Person from whom Seller is disregarded as an entity for U.S. federal income tax purposes) is not a “foreign person” within the meaning of counsel to SellersSection 1445 of the Code.

Deliveries by Sellers. At the Closing, Sellers shall (or shall cause its Affiliates to) take each of Sellers will deliver, or cause to be delivered, the following actionsto Buyer: (a) deliver to Purchaser the original share register (“aksjeeierbok”) The Bill of the Company with the Purchaser Sale, duly registered as owner executed by each of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies ActSellers; (b) deliver Coxxxx of any and all governmental and other third party consents, waivers or approvals obtained by Sellers with respect to Purchaser certified copies the transfer of the share registers Purchased Assets, or the share certificates, as consummation of the case may be, representing all shares owned transactions contemplated by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)this Agreement; (c) deliver to Purchaser written resignations, in the agreed form, The opinions of counsel and officer's certificates contemplated by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorSection 7.1; (d) deliver One or more special warranty deeds conveying the Real Property to Purchaser a certified copy Buyer, in substantially the form of Exhibit G hereto, duly executed and acknowledged by the minutes of appropriate Sellers or York Haven in recordable form, and any owner's affidavits or similar documents reasonably required by the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; andtitle company; (e) deliver to Purchaser a certificate All Ancillary Agreements, duly signed executed by the each of Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date.; (f) deliver to Purchaser an opinion or opinions A FIRPTA Affidavit, duly executed by each of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) Copies, certified by the Secretary or Assistant Secretary of each 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 Sellers in connection herewith, and the consummation of the transactions contemplated hereby; (h) A certificate of the Secretary or Assistant Secretary of each Seller identifying the name and title and bearing the signatures of the officers of such Seller authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (i) Certificates of good standing with respect to Sellers, issued by the Secretary of the State of each Sellers' state of incorporation, as applicable; (j) Tax clearance certificates for each jurisdiction identified on Schedule 4.20; (k) To the extent available, originals of all Sellers' Agreements, Real Property Leases and Transferable Permits and, if not available, true and correct copies thereof; (l) The assets of the Decommissioning Funds to be transferred pursuant to Section 6.12(b), shall be delivered to Buyer (or to the extent trustee of any trust specified by Buyer), and/or, the assets of the Decommissioning Funds to be retained by Sellers pursuant to Section 6.12(c), shall be delivered to the Trustee under the Decommissioning Trust Agreement; (m) All such other instruments of assignment, transfer or conveyance as shall, in the possession reasonable opinion of Buyer and its counsel, be necessary or desirable to transfer to Buyer the Sellers Purchased Assets, in accordance with this Agreement and where necessary or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent desirable in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyrecordable form; and (hn) subject Such other agreements, documents, instruments and writings as are required to Section 11.1.2(b), all elements of be delivered by Sellers at or prior to the Data Room remaining Closing Date pursuant to this Agreement or otherwise reasonably required in the possession or control of counsel to Sellersconnection herewith.

Deliveries by Sellers. At the Closing, Sellers shall deliver or cause to be delivered to Buyer (or shall cause its Affiliates toor, in case of clause (e) take each of below, to the following actionsNotary with a copy to Buyer) the following: (a) deliver the certificate to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with be delivered pursuant to Section 4-10 of the Norwegian Companies Act8.2(d); (b) deliver to Purchaser certified copies the Escrow Agreement, duly executed by CBH (on behalf of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable lawSellers); (c) deliver to Purchaser written resignations, the note assignment agreement substantially in the agreed formform attached hereto as Appendix F, duly executed by each retiring board director and deputy board director elected by CLS 2 BV (the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director“Note Assignment Agreement”); (d) deliver a certification, in a form reasonably satisfactory to Purchaser a certified copy Buyer, establishing that the Purchase Price is exempt from withholding under Section 1445 of the minutes Code, which certificate shall be in compliance with Section 897 and 1445 of the board Code; (e) the original shareholders register of directors CLS BV, to be delivered to the Notary at his address set forth in Section 2.4; (f) if any of the Company containing Transferred Equity Interests are represented by stock certificates, such stock certificates and stock powers duly executed by the unconditional approval of applicable Seller who owns such Transferred Equity Interests evidencing the transfer of the Shares from the Sellers applicable Transferred Equity Interests by such Seller to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 belowBuyer; (g) to the extent in the possession Payoff Letter and releases of all of the Sellers or any of their Affiliates Liens (other than any it being understood that certain of the Acquired Companies), actions necessary solely to effect the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property recordation of the Acquired Companies, as well as, to the extent in the possession termination of the Sellers or any of their Affiliates (other than any of Special Collateral Liens shall be made after the Acquired Companies), Closing Date) securing the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, Senior Secured Credit Facilities and Senior Notes and any contracts or other agreements third party Indebtedness for borrowed money that constitutes “Closing Date Indebtedness” (subject to which any Acquired Company is a partydelivery of funds as arranged by Buyer in accordance with the terms and conditions of this Agreement); and (h) subject evidence reasonably satisfactory to Section 11.1.2(bBuyer of the resignation of all members of the respective boards of directors or other governing bodies, as applicable, of each of the Purchased Companies (except those designated by Buyer to the Sellers at least three (3) Business Days prior to the Closing), all elements effective as of the Data Room remaining in the possession or control of counsel to SellersClosing.

Deliveries by Sellers. At the Closing, and simultaneously with delivery of possession of all of the Acquired Assets to Buyer, Sellers shall have delivered (or shall cause its Affiliates tocaused to be delivered) take each to Buyer originals or copies, if specified, of the following actionsagreements, documents and other items: (a) deliver to Purchaser A Security Agreement by and among Sellers and Buyer (the original share register (“aksjeeierbok”) of "SECURITY AGREEMENT"), executed by Buyer, in the Company with the Purchaser duly registered form attached hereto as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies ActEXHIBIT 4.02(a); (b) deliver to Purchaser certified copies A Xxxx of the share registers or the share certificatesSale, as the case may beexecuted by Sellers, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable lawform attached hereto as EXHIBIT 4.02(b); (c) deliver Copies of all the resolutions adopted by Sellers' Boards of Directors and shareholders authorizing and approving the execution and delivery of this Agreement and all agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby, certified to Purchaser written resignations, be true and complete and in the agreed form, by each retiring board director full force and deputy board director elected effect by the shareholders in the Acquired Companies, including a confirmation from corporate Secretary of each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorSeller; (d) deliver to Purchaser a certified copy of An Assignment and Assumption Agreement, executed by Sellers, in the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; andform attached hereto as EXHIBIT 4.02(d); (e) deliver Copies of each consent, waiver, authorization and approval required pursuant to Purchaser a certificate duly signed SECTION 5.04 of this Agreement or necessary for the sale of the Acquired Assets or the assignment of the Assigned Contracts to Buyer as contemplated hereby; (f) Certificates of Good Standing of each Seller issued by the Secretary of State of the State of Connecticut or other appropriate Governmental Authority, and Certificates of Authorization for each Seller from the North Carolina Secretary of State, dated within fifteen (15) days of the Closing; (g) Noncompetition Agreements, executed by each Seller and Harcke; (h) Certificates of title for the motor vehicles included in the Acquired Assets, duly endorsed, and all other documents necessary to effect transfer of title to any such motor vehicles; (i) The original of the ALTA title insurance policy with respect to the Real Property, as defined herein, issued by Chicago Title Insurance Company; (j) A Certificate executed by Sellers acknowledging delivery by Buyer of the items set forth in SECTION 4.03 of this Agreement and certifying that Sellers have performed in all respects all of the covenants, agreements, obligations and conditions required under this Agreement to be performed, complied with or fulfilled by Sellers on or before the Closing Date; (k) An opinion of counsel to Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects dated as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in substantially the form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 belowattached hereto as EXHIBIT 4.02(k); (gl) to The Closing Date A/R Report and the extent in the possession Closing Date Inventory Report; (m) A copy of the Sellers or any of their Affiliates ALTA survey certified by Professional Surveying Services for the Real Property, as defined herein; (other than any n) A copy of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property Phase I environmental site assessment ("SITE ASSESSMENT") of the Acquired Companies, as well as, to the extent in the possession Real Property; (o) Evidence of zoning of the Sellers or any of their Affiliates (other than any of the Acquired Companies)Real Property that is satisfactory to Buyer, the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; andin its reasonable discretion; (hp) subject to Section 11.1.2(bThe list of Uncollectible Accounts Receivable provided for in SECTION 12.05(d), all elements ; (q) The evidence of the Data Room remaining in the possession compliance with applicable bulk sales or control of counsel to Sellers.bulk transfer laws required by SECTION 9.08;

Deliveries by Sellers. (a) Prior to the Closing, Sellers have delivered or caused to be delivered to Purchaser the following items: (i) appropriate payoff letters in form and substance reasonably satisfactory to Purchaser with respect to all Company Indebtedness other than Closing Taxes (which Company Indebtedness subject to a payoff letter is set forth on Schedule 3.2(a)) (the “Payoff Letters”) setting forth the aggregate payoff amounts necessary for the satisfaction of the Liabilities of the Company thereunder at the Closing and each of the holders of such Company Indebtedness; and (ii) a schedule setting forth all Estimated Company Transaction Expenses, including amounts owed to Deloitte, that will be unpaid as of the Closing. (b) At the Closing, Sellers shall deliver or cause to be delivered to Purchaser the following items: (or shall cause its Affiliates toi) take stock certificate representing all of the Shares, each with a duly executed stock power attached in proper form for transfer and reasonably acceptable to Purchaser; (ii) the Escrow Agreement executed by the Seller Representative; (iii) an offer letter in the form of Exhibit C executed by the Company and each of the following actions:executive employees of the Company identified therein (collectively, the “Offer Letters”); (aiv) deliver noncompetition, nonsolicitation and proprietary information agreements in the form of Exhibit D executed by the Company and each of the executive employees of the Company identified therein (collectively, the “Business Protection Agreements”); (v) a phantom award acknowledgement and release agreement in the form of Exhibit E executed by the Company and each party to a Phantom Stock Agreement (collectively, the “Phantom Award Releases”); (vi) resignations effective as of the Closing Date of each director and officer of the Company as Purchaser may have requested in writing prior to the original share register Closing Date; (“aksjeeierbok”vii) a certificate in the form of Exhibit F, dated as of the Closing Date, executed by the Seller Representative confirming that each of the Consents identified on Schedule 4.3 with an asterisk has been obtained and is in full force and effect; (viii) a certificate in the form of Exhibit G of the Seller Representative dated as of the Closing Date and attaching (A) the Company’s Articles of Incorporation and all amendments thereto, certified by the Secretary of the Commonwealth of Massachusetts not more than five (5) Business Days prior to the Closing Date; (B) the Company’s By-Laws and all amendments thereto; (C) certificates of good standing (or the equivalent) of the Company with certified by the Purchaser duly registered as owner Secretary of the Shares free Commonwealth of Massachusetts and clear the Secretary of any and all Encumbrances and a notice in accordance with Section 4-10 State of the Norwegian Companies Act; (b) deliver to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies each other than jurisdiction where the Company is authorized to do business, each issued not more than ten (provided such share certificates should have been issued according 10) Business Days prior to applicable law); the Closing Date; (cD) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes all resolutions of the board of directors of the Company containing relating to this Agreement and the unconditional approval transactions contemplated by this Agreement; and (E) incumbency and signatures of the transfer officers of the Shares from Company executing this Agreement or any other agreement contemplated by this Agreement; (ix) either (x) an IRS Form W-9 duly executed by such Seller or (y) a certification of non-foreign status of such Seller, as the Sellers to owner of the PurchaserCompany, dated as of the Closing Date and complying with the requirements of Treasury Regulations Section 1.1445-2(b)(2) duly executed by such Seller; and (ex) deliver to Purchaser a certificate duly signed the Election properly executed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellers.

Deliveries by Sellers. At or prior to the Closing, Sellers and/or the Shareholders shall deliver or cause to be delivered to Purchasers (or shall cause its Affiliates tounless delivered previously) take each of the following actionsfollowing: (ai) deliver the Xxxx of Sale duly executed by each Seller; (ii) the Assignment and Assumption Agreement duly executed by each Seller; (iii) the Employment Agreements duly executed by the respective employee party thereto; (iv) the Southern Imaging Lease Assignment Agreement; (v) the Video Solutions Lease Assignment Agreement; (vi) the Intangible Rights Assignment Agreement; (vii) the Restricted Stock Agreement duly executed by each Shareholder; (viii) the Books and Records; (ix) an incumbency and specimen signature certificate with respect to Purchaser the original share register officers of each Seller executing the Agreement and the Other Agreements; (“aksjeeierbok”x) a certificate of the Company with chief executive officer of each Seller stating that the Purchaser duly registered representations and warranties of Sellers contained in this Agreement and any other document or instrument executed and delivered in connection herewith qualified as owner to materiality or Material Adverse Effect are true and correct in all respects and the representations and warranties of Sellers contained in this Agreement and any other document or instrument executed and delivered in connection herewith not qualified as to materiality or Material Adverse Effect are true and correct in all material respects; (xi) a copy of the Shares free resolutions of the Board of Directors and clear shareholders of each Seller authorizing the execution, delivery and performance of the Agreement and the Other Agreements, certified by the Secretary or an Assistant Secretary of such Seller; (xii) proof of the satisfaction and discharge of any and all Encumbrances and a notice in accordance with Section 4-10 of on the Norwegian Companies Act; Purchased Assets (b) deliver to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than such Encumbrances on the Company (provided such share certificates should have been issued according to applicable law); (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers Purchased Assets relating to the PurchaserAssumed Debt to the extent such Assumed Debt is not being discharged by Purchasers at the Closing and instead is being assumed by Purchasers at the Closing); and (exiii) deliver to Purchaser a certificate duly signed by the Sellerssuch other deeds, following due inquiries with bills of sale, endorsements, assignments, affidavits, and assurances from the individuals set out in Section 1.3.4other good and sufficient instruments of sale, that the Warranties assignment, transfer and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, conveyance in form and substance reasonably satisfactory to Purchaser, relating Purchasers which are required to the Warranties set forth effectively vest Purchasers with good and marketable title in Sections 5.1 and 5.2 below; (g) to the extent in the possession all of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to SellersPurchased Assets.

Deliveries by Sellers. At the Closing, Sellers shall (or shall cause its Affiliates to) take each of deliver the following actionsfollowing, all duly executed, to Buyer: (a) deliver the certificates for all issued and outstanding Shares and Membership Interests, endorsed by Sellers, and subject only to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Actfollowing restrictive legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS, AND WERE ACQUIRED BY THE REGISTERED HOLDER PURSUANT TO A REPRESENTATION THAT SUCH HOLDER WAS ACQUIRING SUCH SECURITIES FOR INVESTMENT. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED THEREUNDER. ANY TRANSFER CONTRARY TO SUCH RESTRICTION IS VOID.; (b) deliver all certificates called for pursuant to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)Article 8 hereof; (c) deliver to Purchaser written resignationsthe Assumption Agreement, as provided in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorSection 8.6; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; andResignations and Releases, as provided in Section 8.7; (e) deliver to Purchaser such resolutions and authorizations by the appropriate shareholders, directors, officers, managers and members of the Companies as are necessary or required by Buyer in connection with this transaction and including a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects dated as of the Closing Date.Date duly executed by the Secretary of each Company certifying as to incumbency, specimen signatures, and the resolutions authorizing this Agreement; (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating wiring instructions duly executed by the Sellers directing the Buyer as to the Warranties set forth in Sections 5.1 and 5.2 belowproper payment of the Cash Purchase Price; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies)a compact disc containing all manual and automated routing and billing information, the originals of any land certificates, charge certificates, leases, title deeds data and other documents components thereof related to the real property Company in a machine readable format; (h) the minutes and company records books of each Company; (i) IRS Forms 8883, 8023, and all other applicable federal and state forms necessary to effectuate the Acquired CompaniesElection pursuant to Section 5.19, as well asexecuted (if applicable) by the Sellers; (j) all other documents, instruments and writings reasonably requested by Buyer to be delivered by the Sellers at or prior to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyClosing; and (hk) subject to Section 11.1.2(ba release in the form attached hereto as Schedule 10.2(k), duly executed by the Sellers releasing the Companies, Buyer and its Affiliates from any and all elements claims that the Sellers may have against Buyer, its Affiliates, or any Company (exclusive of the Data Room remaining in the possession or control of counsel any claims arising pursuant to Sellersthis Agreement).

Deliveries by Sellers. At the ClosingSellers will deliver, Sellers shall (or shall cause its Affiliates to) take each of the following actionsto be delivered, to Buyer: (ai) deliver to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies ActEscrow Agreement executed by Sellers; (bii) deliver to Purchaser certified copies assignments of the share registers or the share certificatesUnits, duly endorsed by each Seller (as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided to such share certificates should have been issued according Seller’s Units) for unconditional and irrevocable transfer to applicable law)Buyer; (ciii) deliver to Purchaser written resignations, in a receipt for the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorClosing Date Purchase Price; (div) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from certifying to the individuals set out fulfillment of the conditions specified in Section 1.3.46.1.1 and Section 6.1.2; (v) an affidavit from each Seller certifying the non-foreign status of each Seller and that no Seller is a disregarded entity, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects dated as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, Date and in form and substance reasonably satisfactory to Purchaser, relating to required under Section 1.1445-2(b)(2) of the Warranties set forth in Sections 5.1 and 5.2 belowTreasury Regulations; (gvi) resignations of those officers and managers of the Companies (solely with respect to such offices and positions as managers, and not with respect to employment) as requested by Buyer at or at any time prior to Closing; (vii) executed payoff letters, releases, or other similar instruments providing for the repayment in full of all Debt of the Companies set forth on Schedule 1.9.2(a)(vii) and the release of all Encumbrances granted with respect thereto, together with all instruments, documents and UCC financing statements relating thereto; (viii) a written consent executed by all of the directors and shareholders of PPL authorizing its execution and delivery of this Agreement and performance of the Contemplated Transactions; (ix) a written consent executed by all of the members of Precision authorizing its execution and delivery of this Agreement and the performance of the Contemplated Transactions, including the admission of Buyer as the sole member of Precision, effective upon Closing; (x) a written consent executed by all of the members of Transport authorizing its execution and delivery of this Agreement and the performance of the Contemplated Transactions, including the admission of Buyer as the sole member of Transport, effective upon Closing; (xi) a compact disc (which shall be permanent and accessible, without the need for any password, with readily and commercially available software) containing, in electronic format, all documents posted to the extent datasite maintained by Xxxxxxx Corporation on behalf of the Company as of Closing (the “Data Room”); (xii) a real estate lease for the Headquarters Facility (the “Headquarters Lease”), substantially in the possession form of Exhibit D between Precision and Precision Land Company, LLC, a Wisconsin limited liability company owned 50% by Xxxxxx and 50% by Rooney (“LandCo”) executed by Precision and LandCo; (xiii) a general release (a “General Release”) substantially in the form of Exhibit E executed by each Seller, Xxx. Xxxxxx and Xxx. Xxxxxx; (xiv) the registration rights agreement substantially in the form of Exhibit F (the “Registration Rights Agreement”), executed by the Sellers or any and CAC; (xv) the employment agreements substantially in the form of their Affiliates Exhibit G between Precision and each of Xxxxxx and Rooney (other than any of the Acquired Companies“Principals Employment Agreements”), executed by the originals of any land certificatesparties thereto; (xvi) the representation letter, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent substantially in the possession form of the Sellers or any of their Affiliates (other than any of the Acquired Companies)Exhibit H, the originals of any licenses, consents, permits or authorizations obtained executed by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyCAC; and (hxvii) subject to Section 11.1.2(b), all elements of the Data Room remaining representation letter substantially in the possession or control form of counsel to SellersExhibit I, executed by Gardere.

Deliveries by Sellers. At the Closing, Sellers shall (deliver or shall cause its Affiliates to) take each of to be delivered to Buyers the following actionsitems: (a) deliver to Purchaser the original share register (“aksjeeierbok”) possession of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies ActPurchased Assets; (b) deliver to Purchaser certified copies a certificate of the share registers Secretary of KNAC INC, dated no earlier than 5 Business Days prior to the Closing Date, in a form reasonably satisfactory to Buyers: (i) certifying as to the resolutions of the board of directors (or equivalent governing body) and shareholder of KNAC INC, in each case to the share certificatesextent required, as authorizing the case may beexecution and performance of this Agreement, representing all shares owned by any Acquired Company in each of the Acquired Companies other than Seller Transaction Documents to which KNAC INC is a party and each of the Company relevant transactions contemplated herein and therein; and (provided such share certificates should have been issued according ii) attesting to applicable law)the incumbency and signatures of the officers of KNAC INC; (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected copies of minutes of a meeting by the shareholders board of directors in KAS authorizing the Acquired Companiesexecution and performance of this Agreement, including the sale of the Purchased Shares, each of the Seller Transaction Documents to which KAS is a confirmation from party and each such person that he has no claim against of the relevant Acquired Company resulting from his position as board director or deputy board directortransactions contemplated herein and (ii) a Certificate of Registration in respect of KAS; (d) deliver to Purchaser a certified copy duly executed counterpart of each of the minutes Xxxx of Sale, the Assumption Agreement and the Transitional Services Agreement; (e) certificates of title for each titled vehicle or asset included among the Purchased Assets; (f) the following documents in respect of KNAC LTD: (i) executed resignations and mutual releases of each director and officer of KNAC LTD, effective as of the Closing Date in the form attached hereto as Schedule 3.03(f)(i); (ii) share certificate(s) held by KAS representing the Purchased Shares, duly endorsed for transfer in blank or accompanied by stock transfer powers duly executed in blank for transfer in a form reasonably satisfactory to Canadian Buyer; (iii) a certificate of an officer of KNAC LTD dated as of the Closing Date, in a form reasonably satisfactory to the Canadian Buyer, and attaching thereto: (1) the articles of incorporation and all amendments thereto of KNAC LTD; (2) the bylaws and all amendments thereto of KNAC LTD; (3) a certificate of compliance for the KNAC LTD issued not more than five (5) Business Days prior to the Closing Date; and (4) resolutions of the board of directors of KNAC LTD authorizing the Company containing entering into of the unconditional approval of Transitional Services Agreement and the transfer of all of the Shares from issued and outstanding shares in the Sellers capital of KNAC LTD to the PurchaserCanadian Buyer; and (eiv) deliver to Purchaser a certificate duly signed by the Sellersall corporate records and books of account of KNAC LTD including minute books, following due inquiries with share registers and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 belowannual reports; (g) certificates as to the extent in the possession good standing of the Sellers or any of their Affiliates KNAC INC issued within ten (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related 10) days prior to the real property Closing Date by the appropriate Governmental Authority within such jurisdiction where KNAC INC is organized; (h) duly executed releases or terminations of financing statements, or other evidence satisfactory to US Buyer that all Encumbrances, if any, on any Purchased Asset or, except for the Acquired CompaniesEncumbrances listed on Schedule 4.05, as well as, on any asset held by KNAC LTD have been released and terminated; (i) consents to the extent in assignment from KNAC INC to US Buyer of each Assumed Contract and each Assumed Lease listed on Schedule 3.03(i) attached hereto, each executed by the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyappropriate contractual third party thereto; and (hj) subject to Section 11.1.2(b), all elements copies of minutes of a meeting by the board of directors in Sellers’ Guarantor authorizing the execution and performance of this Agreement and (ii) a Certificate of Registration in respect of Sellers' Guarantor; (k) a copy of the Data Room remaining in executed Sellers' Bank Guarantee; and (l) such other documents and instruments as Buyers shall reasonably request to consummate or evidence the possession or control of counsel to Sellerstransactions contemplated hereby.

Deliveries by Sellers. At the Closing, Sellers shall (will deliver or shall cause its Affiliates to) take each of to be delivered to Buyer the following actionsfollowing: (a) deliver to Purchaser the original share register (“aksjeeierbok”) sold notes and instruments of the Company with the Purchaser duly registered as owner transfer for transfer of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of to Buyer, duly executed by the Norwegian Companies ActSellers; (b) deliver to Purchaser certified copies the original share certificate(s) in respect of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)Shares; (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by a copy of special resolutions of the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes Company evidencing a majority of at least seventy-five percent (75%) of the shareholders approving (i) the transfer of the Shares to Buyer and, subject to the production of properly stamped transfers, the registration of Buyer as member of the Company in respect of the Shares, (ii) accepting the resignations of the secretary and the members of the board of directors of the Company containing and appointing such persons to be nominated by Buyer no later than five (5) Business Days prior to the unconditional approval Closing Date as secretary and directors of the transfer Company with effect from Closing, (iii) revoking each existing mandate of the Shares from the Sellers Company and approving new mandate(s) giving authority to such persons to be nominated by Buyer no later than five (5) Business Days prior to the Purchaser; andClosing Date for operation of the Company’s bank accounts and (iv) directing the Directors to take, or authorize the taking of, all actions reasonably necessary to give effect to the foregoing; (d) the company chops, common seals, certificates of incorporation, change of name or business registration and register, statutory, minute, financial and accounting books of the Company and each Company Subsidiary and share certificates in respect of all the issued shares in the capital of each Company Subsidiary, all of which shall be deemed to have been delivered under this Section 8.2(d) if left at the registered office of the Company; (e) deliver to Purchaser a certificate duly signed the Escrow Agreement executed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties ’ Representative and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date.Escrow Agent; (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 belowSeller Closing Certificate; (g) to the extent in the possession resignations or evidence of removal of the Sellers or any of their Affiliates (other than any secretaries and members of the Acquired Companies), the originals boards of any land certificates, charge certificates, leases, title deeds and other documents related to the real property directors or similar governing bodies of the Acquired CompaniesCompany and each Company Subsidiary; (h) complete and final invoices or other evidence of satisfaction in full upon payment with respect to all Transaction Expenses, as well asin a form reasonably acceptable to Buyer, delivered no later than two (2) Business Days prior to the extent in the possession Closing; (i) payoff letters (“Payoff Letters”) from each lender of the Sellers or any Indebtedness, which shall include appropriate release documentation evidencing the extinguishment of their Affiliates all Indebtedness and all Liens related thereto, in a form reasonably acceptable to Buyer, delivered no later than two (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued 2) Business Days prior to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyClosing; and (hj) subject to Section 11.1.2(b), all elements environmental investigation reports in respect of each of the Data Room remaining properties listed in the possession Schedule 8.2(j) which do not identify any fact or control of counsel to Sellerscircumstance which has resulted in a Material Adverse Effect.

Deliveries by Sellers. At the Closing, Sellers shall (will deliver or shall cause its Affiliates to) take each of to be delivered at the following actionsClosing to Purchaser: (a) deliver to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4Sellers' Bring-10 of the Norwegian Companies ActDown Certificate; (b) deliver a legal opinion of Xxxxx & Stant, P.C., counsel to Purchaser certified copies of Sellers', the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company and MMP substantially in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)form attached as Exhibit E hereto; (c) deliver a legal opinion of counsel to Purchaser written resignations, the FCC Licensee Entities in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position form attached hereto as board director or deputy board directorExhibit F; (d) deliver to Purchaser a certified copy stock certificates evidencing the Stock, together with stock powers, dated as of the minutes Closing Date and executed by the respective Sellers, transferring the Stock to Purchaser; (e) the original corporate minute books, stock registry and seal of the board Company; (f) a certificate as to the existence of the Company issued by the Secretary of the State Corporation Commission of the Commonwealth of Virginia dated not more than five (5) Business Days before the Closing Date; (g) a certificate as to the existence and good standing of MMP issued by the Secretary of the State Corporation Commission of the Commonwealth of Virginia not more than five (5) Business Days before the Closing Date and certificates issued by the appropriate governmental authorities in each jurisdiction in which MMP is qualified to do business and a certificate as to the existence for each of the FCC Licensee Entities of the Secretary of the State Corporation Commission of the Commonwealth of Virginia dated not more than five (5) Business Days before the Closing Date; (h) receipt for Purchase Price; (i) resignations of each of the officers and directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects effective as of the Closing Date.; (fj) deliver the certificate(s) required by Section 8.6; (k) a copy of any instrument evidencing any consents received; (l) the Indemnification Escrow Agreement duly executed by Sellers and Sellers' Agent; (m) a copy of any instrument evidencing any consent received, including, but not limited to, estoppel certificates from MMP's landlords with respect to Purchaser an opinion or opinions of counsel for Sellers, the Real Property; (n) [RESERVED] (o) the Estimate Certificate; (p) the employee releases with respect to the VARS and Incentive Agreements duly executed by each employee to such Agreements; (q) the amendments to the LMAs in a form and substance reasonably satisfactory to Purchaser, relating to Purchaser duly executed by the Warranties set forth in Sections 5.1 and 5.2 belownecessary parties thereto as contemplated by Section 9.3(w); (gr) evidence reasonably satisfactory to Purchaser that the extent Limited Partnership Agreements of the FCC Licensee Entities have been amended, and that sufficient actions have been taken by or with respect to MMP, to require allocation of items of income, gain, loss, deduction and credit with respect to transferred interests in the possession FCC Licensee Entities and MMP based on the interim closing of the Sellers or any of their Affiliates (other than any of books method authorized by Code Section 706 and the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyregulations promulgated thereunder; and (hs) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellerssuch other documents as Purchaser shall reasonably request.

Deliveries by Sellers. At the Closing, the Sellers shall (deliver, or shall cause its Affiliates to) take each of to be delivered, to Buyer the following actionsitems: (a) deliver to Purchaser the original share register (“aksjeeierbok”) duly executed assignments of the Company with Acquired Interests, from the Purchaser duly registered as owner applicable Seller, in favor of Buyer, in the form reasonably acceptable to Buyer, reflecting the assignment of the Shares Acquired Interests to Buyer, free and clear of any all Liens (other than transfer restrictions arising under the Securities Act and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Actapplicable state securities Laws); (b) deliver to Purchaser certified copies a good standing certificate for each of the share registers Acquired Entities, issued by the Secretary of State of the State of Delaware and in each state in which each Acquired Entity is certified, qualified or registered to do business as a foreign limited liability company, each of which shall be dated not later than five days prior to the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)Closing Date; (c) deliver to Purchaser written resignationsa copy of each Certificate, in the agreed form, by each retiring board director and deputy board director elected certified by the shareholders in Secretary of State of the Acquired CompaniesState of Delaware as of a date not later than five days prior to the Closing Date, including and a confirmation from each such person that he has no claim against copy of the relevant Acquired Company resulting from his position as board director or deputy board directorLLC Agreements; (d) deliver the original limited liability company record books and minute books of each Acquired Entity, if any; provided, that, in the case of PRE Wildcat Holdings, excluding those records and minutes not related to Purchaser a certified copy its ownership of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; andPBS Holdings Interest; (e) deliver to Purchaser a certificate duly signed by of each of the SellersSellers conforming to the requirements of Treasury Regulations Section 1.1445-2(b)(2) stating that such Seller is not a “foreign person” within the meaning of Section 1445 of the Code, following due inquiries with in the form and assurances from the individuals set out in Section 1.3.4substance reasonably satisfactory to Buyer, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects dated as of the Closing Date.Date and duly executed by such Seller; (f) deliver to Purchaser an opinion or opinions of counsel for the Lockup and Registration Rights Agreement; duly executed by the Sellers; (g) the Escrow Agreement, duly executed by the Sellers’ Representative; (h) executed payoff letters and releases, in form and substance reasonably satisfactory to PurchaserBuyer, relating with respect to the Warranties set forth payment in Sections 5.1 full of the Xxxxxxxxx Notes and 5.2 belowthe PRE Notes; (gi) to copies of all executed documents, including related resolutions or written consents, effecting the extent in Pre-Closing Reorganization and the possession assignment of the Sellers or any of their Affiliates (other than any of the Acquired CompaniesContracts that are to be assigned prior to Closing in accordance with Schedule 7.1(k), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (hj) subject to the certificate described in Section 11.1.2(b9.2(c), all elements of the Data Room remaining in the possession or control of counsel to Sellers.

Deliveries by Sellers. At Sellers shall deliver or cause to be delivered to Buyer at the Closing, Sellers shall (or shall cause its Affiliates to) take each of the following actions: (ai) deliver A general warranty bilx xx sale and instrument of assignment to Purchaser the original share register Purchased Assets, in a form acceptable to Buyer, duly executed by the Company. (“aksjeeierbok”ii) Assignments of all transferable or assignable licenses, Permits and warranties relating to the Company with the Purchaser duly registered as owner of the Shares free Purchased Assets and clear of any trademarks, trade names, patents, patent applications and all Encumbrances other Intellectual Property, duly executed by Sellers and a notice in accordance with Section 4-10 of the Norwegian Companies Act;forms acceptable to Buyer. (biii) deliver Title certificates to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company motor vehicles included in the Acquired Companies other than Purchased Assets, duly executed by the Company (provided together with any other transfer forms necessary to transfer title to such share certificates should have been issued according to applicable lawvehicles);. (civ) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy Certificate of the minutes of appropriate public official to the board of directors of effect that the Company containing the unconditional approval is a validly existing corporation in good standing in its jurisdiction of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellersincorporation, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of a date not more than 10 days prior to the Closing Date. (fv) deliver Incumbency and specimen signature certificate dated the Closing Date, signed by the officers of the Company and certified by the Secretary of the Company. (vi) True and correct copies of (A) the Governing Documents (other than the bylaws) of the Company as of a date not more than 10 days prior to Purchaser an the Closing Date, certified by the Secretary of State of the Company's jurisdiction of incorporation, and (B) the bylaws of the Company as of the Closing Date, certified by the Secretary of the Company. (vii) Certificate of the Secretary of the Company (A) setting forth all resolutions of the Board of Directors of the Company and, if necessary, the Shareholder of the Company, authorizing the execution and delivery of this Agreement and the performance by the Company of the transactions contemplated hereby, and (B) to the effect that the Governing 44 52 Documents of the Company delivered pursuant to Section 6.3(a)(vi) were in effect at the date of adoption of such resolutions, the date of execution of this Agreement and the Closing Date. (viii) General releases executed by the Sellers and the officers and directors of the Company releasing all Liability of the Company to them and any claim that they or any of them may have against the Company. (ix) The opinion or opinions of Edwxxx X. Xxxxxxxx, xegal counsel for to Sellers, in substantially the form of Exhibit E. (x) Employment and substance reasonably satisfactory to Purchaser, relating Non-Competition Agreement of the Shareholder. (xi) A cashier's or certified check drawn by the Company to the Warranties set forth order of Buyer in Sections 5.1 the aggregate amount of all of the Company's cash on hand and 5.2 below;in banks, less an amount equal to (a) all uncleared checks that have been drawn by the Company prior to the Closing in payment of any Assumed Liabilities (and the Company shall retain in such banks amounts equal to the amounts of such uncleared checks) and (b) such amounts retained as a portion of the Purchase Price pursuant to Section 2.8. (gxii) to the extent in the possession Investor Questionnaires of the Sellers or any Company and the Shareholder. (xiii) Such other agreements and documents as Buyer may reasonably request. (xiv) The Audited Financial Statements. (xv) A UCC-3 termination statement and letter of their Affiliates (other than any release evidencing the termination of the Acquired Companies)Sellers' obligations to Wachovia Bank, N.A. secured by the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to SellersPurchased Assets.

Deliveries by Sellers. At the Closing, Sellers shall (or shall cause its Affiliates to) take each of deliver to Buyers the following actionsfollowing: (a) deliver to Purchaser the original share register (“aksjeeierbok”) a certificate of the Company with the Purchaser duly registered as owner Secretary of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act; (b) deliver to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law); (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for SellersSeller, in form and substance reasonably satisfactory to PurchaserBuyers, relating certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the Board of Directors (or the equivalent thereof) and shareholders of such Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the Transaction, (ii) that all such resolutions are in full force and effect, (iii) the names and signatures of the officers of such Seller authorized to sign this Agreement and the Transaction Documents and (iv) the certificate of incorporation or certificate of amalgamation, as applicable, of such Seller as in effect immediately prior to the Warranties set forth Closing; (b) the certificate of incorporation or certificate of amalgamation, as applicable, and all amendments thereto of each Seller, duly certified as of a recent date by the Secretary of State, Registrar of Companies or equivalent Person, as applicable, of such Seller’s Formation State; (c) a good standing certificate or certificate of status of each Seller as of a recent date from the Secretary of State, Registrar of Companies or equivalent Person, as applicable of each jurisdiction that such Seller is organized; (d) an assignment of intellectual property, in Sections 5.1 the form attached hereto as Exhibit B (collectively, the “IP Assignment”), executed by duly authorized officers of the US Sellers; (e) a domain name assignment, in the form attached hereto as Exhibit C (the “Domain Name Assignment”), executed by duly authorized officers of the US Sellers; (f) bills of sale, in the forms attached hereto as Exhibit D-1 and 5.2 belowExhibit D-2, executed by a duly authorized officer of the applicable Sellers; (g) to the extent Assignment and Assumption Agreements, in the possession forms attached hereto as Exhibit E-1 and Exhibit E-2 (the “Assignment and Assumption Agreements”), executed by a duly authorized officer of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; andapplicable Sellers; (h) subject to Section 11.1.2(ba Transition Services Agreement, in the form attached hereto as Exhibit F (the “Transition Services Agreement”), all elements executed by a duly authorized officer of each Seller and Parent; (i) a properly executed certificate of non-foreign status relating to each US Seller in a form reasonably acceptable to Buyers conforming to the requirements of Treasury Regulations Section 1.1445-2(b)(2); (j) payoff letters and related UCC or PPSA termination statements, as applicable, in each case in form and substance reasonably satisfactory to Buyers, with respect to any Contract that imposes a Lien on the Transferred Assets or which represents Funded Indebtedness (such letters, the “Payoff Letters” and the aggregate amount necessary to extinguish such Liens and pay off such Funded Indebtedness, the “Payoff Amounts”); (k) via courier delivery to arrive within two business days following Closing, a USB drive (which shall be accessible, without the need for any password) containing, in electronic format, the true and correct contents of the Data Room remaining in Dataroom as of two (2) Business Days prior to the possession or control of counsel to SellersClosing.

Deliveries by Sellers. At the Closing, Sellers shall (deliver, or shall cause its Affiliates to) take each of to be delivered, to Buyer the following actionsfollowing: (a) deliver duly executed share transfer forms in favor of Buyer or its nominee(s) in relation to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of all the Shares free and clear of any and all Encumbrances and a notice (the certificates for such Shares shall in accordance with Section 4-10 of the Norwegian Companies Acteach case, if required to transfer title, be duly endorsed by Sellers); (b) deliver certificates for the shares of each Material Subsidiary and each Material Joint Venture (except to Purchaser certified copies of the extent that share registers certificates are precluded by law from being delivered or the Shares are lawfully held and transferable without share certificates, as the case may be, representing all shares owned by any Acquired Company certificates in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable lawjurisdiction of incorporation); (c) deliver to Purchaser written resignations, a duly executed counterpart of each of the Ancillary Agreements in the agreed form; (d) a certified copy of the resolutions of the board of directors of each of the Sellers, by the Guarantor and each retiring of their and its Affiliates that is a party to this Agreement and/or any Ancillary Agreement authorizing the execution of such agreements; (e) the certificate to be delivered pursuant to Section 6.2(d); (f) such waivers or consents as may be necessary to enable Buyer or its nominee(s) to become the registered holder of the Shares including (if applicable) the resolution of the board director of directors of LuxCo resolving to register Buyer as the sole shareholder in the share registry of LuxCo effective as of the Closing, and deputy board director elected giving instructions that the register be written up to reflect such transfer of the LuxCo Shares to Buyer together with a copy certified extract from the share register; (g) the resignations of the persons listed on Part (A) of Schedule 2.6, effective as of Closing, in each case acknowledging that (s)he has no claim against the relevant HI Entity, whether for loss of office or otherwise (other than for accrued but unpaid remuneration and unpaid reimbursement of expenses) and except in respect of any directors’ and officers’ indemnification agreement or like covenant to insure directors given by the shareholders relevant HI Entity provided that if Sellers have not obtained any such resignations at Closing they shall not be obliged to deliver such resignations at Closing but shall, instead, indemnify Buyer against any Loss arising from dismissing the relevant director from office after Closing (and in the Acquired Companiescase of persons listed in Part (B) of Schedule 2.6, Sellers will use all reasonable endeavors to obtain and deliver to Buyer such resignations effective as of Closing); (h) a certified copy of (i) the resolutions of the boards of directors of Sellers, and of the Guarantor authorizing the sale and transfer of the Shares to Buyer and (ii) the resolutions of the boards of directors of any Affiliate of the Guarantor which is a party to any of the Ancillary Agreements authorizing the execution of those agreements; (i) a copy of a letter (in customary form) from Ernst & Young resigning their office as auditors of all of the HI Entities which are incorporated in the United Kingdom with effect from Closing, in each case acknowledging that it has no claim against the relevant HI Entity whether for loss of office or otherwise and accompanied by the statement required by Companies Xxx 0000 section 394, originals of such letter to be deposited at the registered office of such HI Entities. (j) unless previously delivered, a letter from Xx. Xxxxx Xxxxxxx resigning his office as a director of Buyer (including a confirmation from each such person the reasons for resignation) and acknowledging that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy Buyer for loss of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Dateoffice. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellers.

Deliveries by Sellers. At the Closing, Sellers shall (deliver, or shall cause its Affiliates to) take each of to be delivered, to Buyers the following actionsfollowing: (a) deliver to Purchaser the original share register (“aksjeeierbok”) a certificate signed by an officer of each member of the Company with the Purchaser duly registered as owner Group, certifying that attached thereto is (i) a true and complete copy of the Shares free and clear certificate of any and all Encumbrances and a notice in accordance with Section 4-10 formation or similar document of such member of the Norwegian Companies ActCompany Group, certified as of a recent date by the Secretary of State or other appropriate Governmental Authority of the jurisdiction of organization of such member of the Company Group; (ii) a true and complete copy of the organizational documents of such member of the Company Group; and (iii) a true and complete copy of a certificate of good standing or equivalent status for each member of the Company Group, issued as of a recent date by the Secretary of State or other appropriate Governmental Authority of the jurisdiction of organization of such member of the Company Group; (b) deliver to Purchaser certified copies a certificate from Sellers, given on behalf of the share registers or Company Group, certifying to the share certificates, as effect that the case may be, representing all shares owned by any Acquired Company conditions set forth in the Acquired Companies other than the Company Sections 7.2(a) and (provided such share certificates should b) have been issued according to applicable lawsatisfied (the “Bringdown Certificate”); (c) deliver to Purchaser written resignationsthe Escrow Agreement, in executed by Sellers’ Representative and the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorEscrow Agent; (d) deliver to Purchaser a certified certificate from the secretary of Regional and Regional Underwriters given on behalf of Regional and Regional Underwriters, respectively, and not in such secretary’s individual capacity, certifying that attached thereto is (i) a true and complete copy of the minutes resolutions of the board of directors of Regional and Regional Underwriters, respectively, approving this Agreement, the Company containing Transaction Documents and the unconditional approval transactions contemplated hereby and thereby; (ii) a true and complete copy of a certificate of good standing or equivalent status for such Seller, issued as of a recent date by the Secretary of State or other appropriate Governmental Authority of the transfer jurisdiction of organization of such Seller; and (iii) the Shares from the Sellers incumbency of each person executing any document on behalf of such Seller delivered to the Purchaser; andBuyers pursuant hereto. (e) deliver to Purchaser a certificate duly signed executed equity interest power or similar instrument of assignment for the Securities held by each Seller; (f) a restrictive covenant agreement duly executed by each Seller, in the form attached hereto as Exhibit B (the “Restrictive Covenant Agreement”); (g) a restricted stock agreement duly executed by the Sellers receiving Stock Consideration and the X. Xxxxxxx Stock Consideration, in the form attached hereto as Exhibit D (the “Restricted Stock Agreement”); (h) the Funds Flow Memorandum duly executed by the Sellers’ Representative on behalf of the Sellers; (i) a release duly executed by each Seller, following due inquiries with in the form attached hereto as Exhibit D (the “Release”); (j) the Payoff Letters; (k) the Expense Invoices; (l) an IRS Form W-9 properly completed and assurances from executed by each of Seller and each payee of the individuals set out Selling Expenses and Company Closing Indebtedness; (m) evidence of the completion, execution, and filing of IRS Form 8832 for Regional Enterprises, LLC; (n) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that each Seller is not a foreign person within the meaning of Section 1445 of the Code in Section 1.3.4form and substance satisfactory to Buyers, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects duly executed by such Seller; (o) resignation letters, effective as of the Closing Date. (f) deliver to Purchaser an opinion or opinions , of counsel for Sellers, the managers and officers of the Company Group in form and substance reasonably satisfactory to PurchaserBuyers, relating to the Warranties set forth in Sections 5.1 duly executed by such managers and 5.2 belowofficers; (gp) either (1) an assignment and assumption agreement in the form attached hereto as Exhibit C (as may be reasonably modified upon mutual and good faith agreement of Buyers and Sellers, in each such case, the “Form Assignment and Assumption Agreement”), for the assignment by Helicon Technology, LLC, and assumption by Regional Enterprises, LLC or a Company Group member designated by Buyers, duly executed by each such party, with respect to the transfer of certain Payroll Processing Services Agreement, dated February 7, 2022, by and between Helicon Technology, LLC and Check Technologies, Inc. or (2) a replacement agreement between a Company Group member and Check Technologies in a form and substance reasonably acceptable to Buyers; (q) an assignment by Regional Transport, LLC to Helicon Transport, LLC of that certain Promissory Note issued by Xxxxxxx Xxxxxxx and Precision Movers Inc. to Regional Transport, LLC, dated March 31, 2020, duly executed by each such party; (r) executed resolution of: (i) the Board of Managers of Winston Housing Group, LLC, terminating the Winston/Xxxxxxxx Home Builders 401(k) Plan, and (ii) to the extent any member of the Company Group sponsors or maintains any other Qualified Benefit Plan containing a Code Section 401(k) feature, the Board of Managers or Board of Directors of such member of the Company Group terminating such Qualified Benefit Plan in each case, effective no later than the day immediately prior to the Closing Date; (s) an Assignment and Assumption of License for the assignment by Impact Software LLC, and assumption by Xxxxxxxx or other member of the Company Group reasonably determined by Xxxxxx, duly executed by each such party, with respect to the transfer of (i) the Software License Agreement, dated June 22, 2021, by and between Stealthsync, LLC and Impact Software LLC; (t) a current, standard form ALTA owner’s policy of title insurance (or irrevocable commitment to issue such policy) with respect to the following parcels of Company-Owned Real Property: (i) 000 Xxxxxx Xxxx 00, Xxxxxx Xxxxxxx, Xxxxxxx 00000, (ii) 000 Xxxxxxxxx Xxxxxx, Xxxxxxxx, Alabama 35570 (iii) 000 Xxxxxx Xxxx 000, Xxxx, XX 00000, (iv) 0000 Xxxxx Xxxx, Flowood, MS 39232 and (v) 000 Xxxxx Xxxxx Xxxxx, Flowood, MS 39232 (the “Title Policies”), issued by a title insurance company reasonably selected by Sellers and reasonably acceptable to Buyers (the “Title Company”) together with a copy of each document to which reference is made in such policy. Such Title Policies shall be in the possession amount of the Sellers or any of their Affiliates (other than any full fair market value of the Acquired Companies)applicable Company-Owned Real Property, insuring the applicable member of the Company Group in good and marketable title thereto and shall contain such endorsements as Buyer shall reasonably request (including, if applicable, a non-imputation endorsement) that the Title Company is willing to issue; (u) a survey with respect to the following parcels of Company-Owned Real Property: (i) 000 Xxxxxx Xxxx 00, Xxxxxx Xxxxxxx, Xxxxxxx 00000, (ii) 000 Xxxxxxxxx Xxxxxx, Xxxxxxxx, Alabama 35570 (iii) 000 Xxxxxx Xxxx 000, Xxxx, XX 00000, (iv) 0000 Xxxxx Xxxx, Flowood, MS 39232 and (v) 000 Xxxxx Xxxxx Xxxxx, Flowood, MS 39232 prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, signed no more than ninety (90) days prior to the Closing and detailing the legal description, the originals perimeter boundaries, all improvements located thereon and all easements and encroachments affecting the Company-Owned Real Property, prepared by a registered land surveyor reasonably selected by Sellers and reasonably acceptable to Buyers (the “Surveys”); (v) such certifications, gap and lien indemnities, non-imputation indemnities, title and survey affidavits and other title insurance affidavits and indemnities commonly delivered in transactions in which title insurance is purchased as may be reasonably requested by the Title Company in connection with the issuance of any land the Title Policies, together with copies of formation documents, incumbency certificates, charge certificates, leases, title deeds certificates of good standing and other documents related to consents or resolutions as are required by the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyTitle Company; and (hw) subject a mutually agreed to Section 11.1.2(bschedule allocating the Securities purchased by Xxxxxx in exchange for the Purchase Price payable to the Sellers and Xxxx Xxxxxxx (the “Allocation Schedule”), all elements of the Data Room remaining in the possession or control of counsel to Sellers.

Deliveries by Sellers. At the Closing, Sellers shall (or shall cause its Affiliates to) take each of the following actionsdeliver to Purchaser: (a) deliver to Purchaser a duly executed xxxx of sale (the original share register (“aksjeeierbokXxxx of Sale”) in the form of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies ActExhibit A hereto; (b) deliver to Purchaser certified copies a duly executed assignment and assumption agreement (the “Assignment and Assumption Agreement”) in the form of Exhibit B-1 hereto, duly executed assignments of the share registers or the share certificatesOwned Intellectual Property consisting of Trademarks and Patents, as the case may be, representing all shares owned by any Acquired Company in a form suitable for recording in the Acquired Companies other than United States Patent and Trademark Office and corresponding foreign offices, duly executed assignments of Owned Intellectual Property consisting of Copyrights, in a form suitable for recording in the Company (provided such share certificates should have been issued according to applicable law)United States Copyright Office and corresponding foreign offices, and duly executed assignments of all Internet domain names; and duly executed assignments of all Leased Real Property constituting Purchased Assets in the form of Exhibit B-2; (c) deliver The Payoff Letters with respect to all outstanding amounts owed under the DIP Note as of the Closing Date and any necessary releases or authorizations as may be reasonably required to evidence the satisfaction of the DIP Note and any obligations of certain Affiliates of Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorrelated thereto; (d) deliver to Purchaser a certified copy the stock certificates and other instruments of transfer contemplated by Section 2.5; (e) the organizational documents, common seal (if any), share register and share certificate book (with any unissued share certificates) and all minute books and other statutory books (which shall be written up to, but not including the Closing Date) of each of the minutes Foreign Subsidiaries; (f) all notifications, consents, waivers and approvals obtained by Sellers and their respective Subsidiaries that are required by the terms of this Agreement; (g) certified copies of the Sale Order and the docket of the Bankruptcy Court (and such other court to which the Sale Order may have been appealed or a petition for certiorari or reargument may have been filed) evidencing that the Sale Order has become a Final Order; (h) the certificate of incorporation (or equivalent organizational document) for Sellers and each of the Foreign Subsidiaries, certified as of a recent date by the Secretary of State of the applicable jurisdiction of organization; (i) (i) a certificate of the Secretary of State or comparable Governmental Body of each jurisdiction in which any Seller is organized as to the good standing as of a recent date in such jurisdiction and (ii) a certificate of the Secretary of State or comparable Governmental Body as to any Foreign Subsidiary is organized as to the good standing as of a recent date in such jurisdiction; (j) a certificate of an officer of Sellers and each Foreign Subsidiary, given by such officer on behalf of Sellers and each Foreign Subsidiary and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Sellers and each Foreign Subsidiary and as to resolutions of the board of directors (or equivalent governing body) of Sellers authorizing this Agreement and any related documents and the Company containing transactions contemplated hereby and thereby (including, with respect to the unconditional approval of Foreign Subsidiaries, the transfer of the Shares from the Sellers to the Purchaser; andForeign Shares); (ek) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects affidavits dated as of the Closing Date., in the form required by the Treasury regulations issued under Section 1445 of the Code, to the effect that Sellers are not foreign persons for purposes of Section 1445 of the Code; (l) a certificate dated as of the Closing Date, in the form required by Subsection 116(3) of the Income Tax Act (the Act), in respect of the Foreign Shares of N.C. Cameron & Sons Limited; (m) a Clearance Certificate from the Canadian Workplace Safety & Insurance Board in respect of Ontario, Canada; (n) release of all Liens against the assets of the Foreign Subsidiaries, other than Permitted Exceptions, from any lenders or other secured parties having an interest therein; (o) the officer’s certificate required to be delivered pursuant to Section 10.1(a), (b) and (f); (p) deliver to Purchaser an opinion or opinions all other instruments of counsel for Sellersconveyance and transfer, in form and substance reasonably satisfactory acceptable to Purchaser, relating as may be necessary to convey the Warranties set forth in Sections 5.1 and 5.2 below; (g) Purchased Assets to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyPurchaser; and (hq) subject such other duly executed documents, instruments and certificates as may be necessary or appropriate to Section 11.1.2(b)be delivered by any Seller or any Subsidiary of a Seller pursuant to this Agreement, all elements including to the extent requested by Purchaser, resignations of the Data Room remaining in officers and directors of the possession or control of counsel to SellersForeign Subsidiaries.

Deliveries by Sellers. At the Closing, Sellers shall (or shall cause its Affiliates to) take each of the following actionsSellers, --------------------- as applicable, shall deliver to Purchaser, all duly executed the following: (a) Each of the Sellers, as applicable, shall deliver to Purchaser the original share register (“aksjeeierbok”) duly executed certificates in valid form evidencing all of the Company with Shares owned by each such Seller, duly endorsed in blank or accompanied by duly executed stock powers attached or otherwise executed in the Purchaser duly registered as owner presence of the Shares free and clear authorized representatives of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies ActPurchaser; (b) deliver to Purchaser certified copies Except as may be otherwise required by Purchaser, or as set forth herein or in the Employment Agreement, the written resignations of all officers and directors of the share registers or Company at the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)Closing Date; (c) deliver to Purchaser written resignationsA release from each Seller, in the agreed formform attached as Schedule 1.6(c), by each retiring board director which provides that the Sellers are releasing the Company from any and deputy board director elected by all claims, causes of action, debts and obligations whatsoever existing on the shareholders in Closing Date, except obligations of the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorto occur after Closing pursuant to this Agreement; (d) deliver to Purchaser a certified copy of An Employment Agreement with Purchaser, in the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; andform attached as Schedule 1.5(d), executed by Xxxxxx Xxxxx; (e) deliver to Purchaser a certificate duly signed A Consulting Agreement, in the form attached as Schedule 1.5(e), executed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date.Xxxxxxx Xxxxxxxx; (f) deliver to Purchaser an opinion or opinions Each of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating the Sellers not party to the Warranties set forth in Sections 5.1 and 5.2 belowEmployment Agreement or the Consulting Agreement shall execute the Noncompetition Agreement attached as Schedule 1.6(f); (g) The Sellers shall have delivered to Purchaser a current certificate of good standing for the extent Company from the Pennsylvania Secretary of State; (h) A favorable opinion from counsel for the Sellers, dated the date of the Closing, in the possession form attached as Schedule 1.6(h); (i) Each of the Sellers or any of their Affiliates (other than any of shall execute and deliver the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyCertificate described at Section 7.1; and (hj) subject A certified copy of resolutions of the directors and shareholders of the Company authorizing the execution and delivery of this Agreement and each other agreement to Section 11.1.2(b)be executed in connection herewith, including, but not limited to the Collateral Documents and the consummation of the transactions contemplated herein and therein; (k) The books and records of the Company, including, without limitation, all elements of original financial and operating records, the Data Room remaining in corporate minute books, the possession or control of counsel to Sellerscorporate stock ledgers, and title documents.

Deliveries by Sellers. At the ClosingClosing (or, Sellers shall in the case of those items --------------------- contemplated by paragraph (j) below, at the Facilities on or shall before the Closing Date), each Seller will deliver, or cause its Affiliates to) take each of to be delivered, the following actionsto Buyer: (a) deliver to Purchaser the original share register (“aksjeeierbok”) The Xxxx of the Company with the Purchaser Sale, duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Actexecuted by such Seller; (b) deliver Copies of any and all governmental and other third party consents, waivers or approvals obtained by Sellers with respect to Purchaser certified copies the transfer of the share registers Purchased Interests, or the share certificates, as consummation of the case may be, representing all shares owned transactions contemplated by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)this Agreement; (c) deliver to Purchaser written resignations, in the agreed form, The opinions of counsel and officer's certificates of such Seller contemplated by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorSection 7.1; (d) deliver to Purchaser a certified copy Bargain and sale deeds with covenant provided for by Section 13 of the minutes Lien Law of the board State of directors New York, conveying the Real Property to Buyer, in substantially the forms of Exhibit F hereto, duly executed and acknowledged by such Seller in recordable form, and any owner's affidavits or similar documents reasonably required by the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; andtitle company; (e) deliver to Purchaser a certificate All Ancillary Agreements, duly signed executed by the any or all Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date.appropriate; (f) deliver Copies, certified by the Secretary or Assistant Secretary of such Seller, of corporate resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to Purchaser an opinion or opinions be executed and delivered by such Seller in connection herewith, and the consummation of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 belowtransactions contemplated hereby; (g) A certificate of the Secretary or Assistant Secretary of such Seller identifying the name and title and bearing the signatures of the officers of such Seller authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (h) Certificates of good standing with respect to such Seller, issued by the Secretary of the State of such Seller's state of incorporation; (i) To the extent available, tax clearance certificates or Tax status certificates dated no more than thirty (30) days prior to the Closing for each jurisdiction identified on Schedule 4.20; (j) To the extent available, originals of the Operating Agreements, Sellers' Agreements, Non-material Contracts, Real Property Agreements and Transferable Permits and, if not available, true and correct copies thereof, in all cases together with notices to and, if required by the terms thereof, consents by other Persons which are parties to the Operating Agreements, the Sellers' Agreements, Non-material Contracts, Real Property Agreements and Transferable Permits; (k) The assets of the Decommissioning Funds to be transferred pursuant to Section 6.12 shall be delivered to the Trustee of the Post-Closing Decommissioning Trust Agreement; (l) All such other instruments of assignment, transfer or conveyance as shall, in the possession reasonable opinion of Buyer and its counsel, be necessary or desirable to transfer to Buyer the Sellers Purchased Interests, in accordance with this Agreement and where necessary or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent desirable in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyrecordable form; and (hm) subject Such other agreements, consents, documents, instruments and writings as are required to Section 11.1.2(b), all elements of be delivered by Sellers at or prior to the Data Room remaining Closing Date pursuant to this Agreement or otherwise reasonably required in the possession or control of counsel to Sellersconnection herewith.

Deliveries by Sellers. At the Closing, Sellers shall (or shall cause its Affiliates to) take each of the following actionswill deliver to Purchaser: (a) deliver one or more duly executed bills of sale in a form to Purchaser be agreed upon by the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Actparties hereto; (b) deliver one or more duly executed assignment and assumption agreements in a form to Purchaser certified copies of be agreed upon by the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)parties hereto; (c) deliver the officers certificate required to Purchaser written resignations, in the agreed form, by each retiring board director be delivered pursuant to Sections 9.1(a) and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director9.1(b); (d) deliver affidavits executed by each Seller that such Seller is not a foreign person within the meaning of Section 1445(f)(3) of the Code, prepared in accordance with Treasury Regulation 1.445-2(b); (e) the duly executed TSA Amendment; (f) physical possession of any physical Purchased Assets; (g) originals (or, to the extent originals are not available, copies) of all Purchased Contracts and Permits (together with all amendments, supplements or modifications thereto); (i) an instrument of transfer and a “bought and sold note” evidencing transfer of the Purchased Equity to Purchaser, (ii) if the Purchased Equity is certificated, stock certificates (or the local legal equivalent) evidencing the Purchased Equity to be sold by Sellers duly endorsed in blank or accompanied by stock powers duly executed in blank, as appropriate, and if applicable, evidence of appropriate changes to the applicable share register (or equivalent corporate record) and (iii) other evidence of transfer of the Purchased Equity to Purchaser a certified copy consistent with the Laws of the minutes jurisdiction of the Purchased Company Parent as reasonably requested by the Purchaser; (i) a certificate, dated as of the Closing Date, of the secretary of the Purchased Company Parent, solely in his or her capacity as secretary of the Purchased Company Parent, attaching copies of resolutions of the board of directors of the Purchased Company containing the unconditional approval of Parent (i) approving the transfer of the Shares from the Sellers Purchased Equity, (ii) approving changes to the share register of the Company to reflect the transfer of the Purchased Company, (iii) if requested by Purchaser, approving the cancellation of bank mandates of any officers of the Purchased Company Parent whose employment will be terminated as of the Closing and (iv) if requested by Purchaser, effecting the resignation of each member of the board of directors of the Purchased Company Parent, effective as of the Closing; and (ej) deliver all other deeds, endorsements, assignments, company seals, instruments of transfer and other instruments of conveyance reasonably requested by Purchaser or required to convey and assign the Purchased Assets to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out vest title therein in Section 1.3.4, that the Warranties Purchaser free and the Title and Capacity Warranties are true and accurate in clear of all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) to the extent in the possession of the Sellers or any of their Affiliates Liens (other than any of the Acquired CompaniesTransferred Exceptions), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellers.

Deliveries by Sellers. At On or before the ClosingClosing Date, Sellers shall (will deliver, or shall cause its Affiliates to) take to be delivered, to Buyer, each of the following actionsin form acceptable to Buyer: (a) deliver to Purchaser a certificate, dated the original share register (“aksjeeierbok”) of Closing Date, executed by the Company with and each Seller, certifying that the Purchaser duly registered as owner of conditions to Buyer’s obligation to consummate the Shares free Closing under Sections 8.1 and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act8.2 have been satisfied; (b) deliver to Purchaser a certificate of good standing for the Company and each Subsidiary and a certified copies copy of the share registers Articles of Incorporation of each of the Company and each Subsidiary, and any amendments thereto, issued by the Secretary of State of the jurisdiction of incorporation of the Company or the share certificatesapplicable Subsidiary, as the case may beapplicable, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)as of a recent date; (c) deliver to Purchaser written resignationsresignations of each director of the Company and of each Subsidiary, in the agreed form, executed by each retiring board applicable director and deputy board director elected by effective immediately as of the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorClosing; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of original certificate(s) evidencing the Shares from the Sellers accompanied by duly executed stock transfer power(s), or lost instrument affidavits in lieu thereof, and any other documents necessary to transfer to Buyer good title to the Purchaser; andShares; (e) deliver payoff letters for the Indebtedness to Purchaser be Repaid executed by each applicable lender and the Company and for Seller Expenses executed by each applicable Seller, a certificate duly signed schedule setting forth the Indebtedness associated with the Capitalized Leases, and certification by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as Company of the Closing Date.amount of Deferred Compensation owed to employees executed on behalf of the Company; (f) deliver releases from each of the Sellers executed by the applicable Seller, and from each employee to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to whom Deferred Compensation is owed executed by the Warranties set forth in Sections 5.1 and 5.2 belowapplicable employee; (g) to the extent in the possession an escrow agreement, dated as of the Sellers or any of their Affiliates Closing Date (other than any the “Escrow Agreement”), by and among the Escrow Agent, the Buyer and the Sellers, executed by each Seller; (h) employment agreements, dated as of the Acquired CompaniesClosing Date (the “Employment Agreements”), between the originals Company and each of any land certificatesJxxxx X. Xxxxx, charge certificatesXx. Mxxx Xxxxxxxx, leasesMxxx Xxxxxxx and Txx Xxx, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained executed by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partysuch employees; and (hi) subject to Section 11.1.2(ba stockholders’ agreement, dated as of the Closing Date (the “Stockholders’ Agreement”), all elements of by and among Buyer, Compass Group Diversified Holdings LLC and the Data Room remaining in the possession or control of counsel to Sellersother stockholders party thereto, executed by such other stockholders.

Deliveries by Sellers. At the Closing, Sellers shall execute (or shall cause its Affiliates toas to documents calling for execution) take each of and deliver to Purchaser the following actionsfollowing: (a) deliver to Purchaser the original share register (“aksjeeierbok”) Stock certificates representing all of the Company with the Purchaser duly registered as owner issued and outstanding shares of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies ActCompany, duly executed for transfer to Purchaser; (b) deliver to Purchaser certified copies A UCC search report dated not more than five (5) days before the Closing Date issued by the California Secretary of State which shows that there are no filings under the Uniform Commercial Code on file with such Secretary of State which name Company or Sellers as a debtor or otherwise indicating any lien on the Stock or on the assets of the share registers or the share certificatesCompany, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law);those filings specifically approved by Purchaser in writing. (c) deliver to Purchaser written resignations, in A good standing certificate dated not more than two (2) days before the agreed form, by each retiring board director and deputy board director elected Closing issued by the shareholders California Secretary of State which shows Company is in the Acquired Companies, including a confirmation from each good standing with such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director;agency. (d) deliver An officer's certificate signed by Company's president and its secretary, and a certificate signed by Sellers, that all of Seller's representations and warranties in this Stock Purchase Agreement are true, correct and complete, and that all covenants and conditions specified in this Stock Purchase Agreement to be fulfilled by Company have been fulfilled, and that the Articles of Incorporation and the Bylaws of Company previously provided to Purchaser a certified copy of are true and complete copies, as currently in effect, in the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; andforms attached hereto as Exhibit 7.2(d). (e) deliver to Purchaser a certificate duly signed by Non-Competition Agreement of Sellers in the Sellers, following due inquiries with and assurances from the individuals form set out forth in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing DateExhibit 7.2(e) attached hereto. (f) deliver to Purchaser an An Employment Agreement between Company and each of Sellers in the form of Exhibits 7.2(f)(i) and 7.2(f)(ii) attached hereto. (g) True and complete minute books and the stock register of the Company. (h) True and complete copies of all contracts described in Section 3.13. (i) A true and complete copy of each insurance policy listed in Exhibit 3.15(b) hereto. (j) An opinion or opinions of counsel for Sellers, dated as of the Closing Date ("Sellers Opinion") in the form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below;of Exhibit 7.2(j). (gk) to the extent in the possession An officers certificate setting forth a copy of the Sellers or any resolutions adopted by Company's Board of their Affiliates Directors evidencing the intent to terminate all Benefit Plans (other than any of the Acquired Companiesas defined in Section 3.20), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellers.

Deliveries by Sellers. At the Closing, Sellers shall (or shall cause its Affiliates to) take each of the following actionsdeliver to Purchaser: (a) deliver 2.2.1. Certificates representing the Shares, duly endorsed or accompanied by stock powers duly executed in blank, and otherwise in form acceptable for transfer on the books and stock transfer records of Company and any documents which are necessary for the transfer to Purchaser of good and unencumbered title to the original share register (“aksjeeierbok”) of the Company Shares, with the Purchaser duly registered as owner of the Shares free and clear of all transfer tax or stamps, if any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Actare required, attached or provided for; (b) deliver to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law); (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director 2.2.2. A true and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified correct copy of the minutes current Articles of Incorporation of Company with all amendments thereto (including an original executed copy of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and Articles Amendment (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellershereinafter defined), in form and substance ready for immediate filing with the Wisconsin Department of Financial Institutions, and copies of all shareholders and board of directors resolutions duly authorizing and approving the Articles Amendment) and a certificate of existence for Company, all (other than the Articles Amendment) certified as of a date reasonably satisfactory prior to the Closing Date by the Wisconsin Department of Financial Institutions (as well as a good standing certificate of Company in the State of Illinois certified by the Secretary of State thereof as of a date reasonably prior to the Closing); 2.2.3. A true and correct copy of the current By-Laws of Company with all amendments thereto, certified by the Secretary of Company; 2.2.4. A certificate signed by Company and Primary Shareholders attesting to the fact that all of the representations and warranties of Company and Sellers made in this Agreement and in any certificate, instrument, writing or document delivered to Purchaser in connection herewith and in the Disclosure Schedule and exhibits hereto are true and correct as of the Closing and that all of the conditions, covenants and agreements of Company and Sellers required to be performed or satisfied prior to the Closing have been performed or satisfied as of the Closing, except where a breach or non-performance has been waived in writing by Purchaser; 2.2.5. All required consents, notices and approvals of Government Entities and third parties to the transactions contemplated by this Agreement and set forth on Schedule 3.9 which, if not obtained or delivered, would have a material adverse effect on the business of Company ("Material Consents"); 2.2.6. The written resignations required by Section 6.7 below; 2.2.7. The employment letter attached hereto as Exhibit A, duly executed by Xxxxxx X. Xxxxxxxx and Company (the "Employment Agreement"); 2.2.8. Lease Agreements, in substantially the form attached hereto as Exhibits B and C, duly executed by BRC, as landlord, and Company, as tenant, with respect to each of the six Company supermarkets located on real property owned by (or leased to) BRC as described in Recital B hereto (the "Affiliated Leases"), including memoranda of leases or similar short-form leases related thereto as required to obtain the title insurance referenced in Section 5.18; 2.2.9. The Estoppel Certificates referenced in Section 5.13; 2.2.10. General releases, in the form reasonably acceptable to Purchaser, relating to the Warranties set forth in Sections 5.1 duly executed by each Seller and 5.2 below; (g) to the extent in the possession each other officer and director of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired CompaniesCompany, as well asas any other Company employee receiving a Stay Bonus or other retention or severance benefit as a result of this transaction, in each case releasing Company and Purchaser (and the past, current and future shareholders, directors, officers, agents and employees of Company and Purchaser) from any and all known and unknown claims and Losses arising on or prior to the extent in Closing Date, except as expressly described and excepted from such releases (including any claims or Losses alleged under this Agreement or the possession of the Sellers or any of their Affiliates (other than any of the Acquired CompaniesAncillary Instruments, as hereinafter defined), the originals and containing waivers of any licenses, consents, permits or authorizations obtained by or issued to any right of the Acquired Companies, and any contracts contribution or other agreements recourse against Company with respect to which any Acquired representations, warranties or covenants made herein by Company is a party(the "General Releases"); 2.2.11. Pay-off letters and UCC termination statements from each creditor receiving payment of Funded Debt on the Closing Date under Section 5.21, releasing all of such creditor's Liens; and (h2.2.12. The Section 338(h)(10) Election duly executed and delivered by Company and Sellers and in form and substance satisfactory to Purchaser in accordance with Section 5.15, subject to Section 11.1.2(b)finalization by the parties after the Settlement Date. 2.2.13. All other previously undelivered documents, all elements of instruments and writings required to be delivered by Company or Sellers to Purchaser at or prior to the Data Room remaining Closing pursuant to this Agreement or otherwise legally required or reasonably necessary in the possession or control of counsel to Sellersconnection herewith.

Deliveries by Sellers. At the Closing, Sellers shall (or shall cause its Affiliates to) take each of have delivered to Purchaser the following actionsfollowing: (ai) deliver to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner Stock certificates representing all of the Shares free and clear of any and all Encumbrances and a notice (the “Certificates”) together with one or more stock powers for such Certificates which have been duly executed in accordance blank by each Selling Shareholder in proper form for transfer, with Section 4-10 of the Norwegian Companies Actappropriate transfer stamps, if any, affixed; (bii) deliver to Purchaser certified copies The ledgers, transfer books, and minute books of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)CFC and CII; (ciii) deliver to Purchaser written The resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects effective as of the Closing Date., of all of the officers and members of the Board of Directors of CFC and CII; (fiv) deliver to Purchaser an opinion or opinions A Waiver and Release (“Waiver and Release”), effective as of counsel for Sellersthe Closing Date, executed and delivered by each Selling Shareholder in favor of CFC and CII, in form and substance reasonably satisfactory to Purchaser, relating releasing any and all claims such Selling Shareholder has or may have against CFC and CII for matters arising prior to the Warranties Closing Date, including any claims under the CFC Shareholders Agreement and/or the CII Shareholders Agreement; (v) A Termination Agreement of Shareholders Agreement (“CFC Termination Agreement”) terminating, effective as of the Closing Date, the CFC Shareholders Agreement; (vi) A Termination Agreement of Shareholders Agreement (“CII Termination Agreement”) terminating, effective as of the Closing Date, the CII Shareholders Agreement; (vii) Termination Agreements of Management Reimbursement Agreements, each terminating the CMR/CFC/CII Agreements; (viii) Such bills of sale with covenants of warranty transferring at the Closing the CAAM Assets and CMR Assets to Purchaser, and such other similar instruments of conveyance, transfer and assignment as may be necessary under the laws of the state in which such assets are located to convey to Purchaser good and marketable title to all personal property included in the CAAM Assets and CMR Assets, in each case as provided in this Agreement; (ix) A certificate, dated the Closing Date, of an executive officer of each of CFC, CII, CAAM and CMR, confirming the matters set forth in Sections 5.1 Section 13.3(a) and 5.2 below(b); (gx) to A certificate, dated the extent Closing Date, of each Selling Shareholder confirming the matters set forth in Section 13.3(a) and (b); (xi) A certificate, dated the possession Closing Date, of the Sellers Secretary or any Assistant Secretary of their Affiliates each of CFC, CII, CAAM and CMR certifying, among other things, that attached or appended to such certificate: (other than any A) is a true and correct copy of its certificate of incorporation and bylaws or comparable charter documents, and all amendments thereto; (B) is a true copy of all corporate actions taken by it, including resolutions of its board of directors or shareholders, as applicable, authorizing the consummation of the Acquired Companies)transactions contemplated by this Agreement and the execution, the originals delivery and performance of any land certificates, charge certificates, leases, title deeds this Agreement and other documents related to the real property each of the Acquired CompaniesRelated Agreements to be delivered by each of CFC, CII, CAAM and CMR, as well asapplicable, pursuant hereto; and (C) are the names and signatures of its duly elected or appointed officers who are authorized to execute and deliver this Agreement and the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements Related Agreements to which any Acquired Company Purchaser is a party; (xii) Certificates of good standing from the appropriate state agencies, dated as of a recent date, certifying that each of CFC, CII, CAAM and CMR is in good standing in its jurisdiction of incorporation and each of CFC, CII, CAAM and CMR is in good standing in each jurisdiction in which it is qualified to do business as a foreign corporation; (xiii) Assignments of Intellectual Property in a form sufficient for filing with the appropriate Authorities, including trademark assignments duly executed by the applicable Seller transferring to Purchaser the worldwide rights to the trademarks listed on Schedule 9.18 (the “Trademark Assignment”) and all rights to the domain name xxx.xxxxxxxxxxx-xxxxxxxxx.xxx and any derivations thereof; (xiv) Execution and delivery of an Employment Agreement, effective as of the Closing Date, with each of Yaissle, Scalici, and Xxxxx, substantially in the form set forth in Exhibit G hereof; (xv) Counsel for the Sellers shall have provided Purchaser with legal opinions covering the matters in Sections 8.1 to 8.6 and 9.1 to 9.5; (xvi) Purchaser and the Selling Shareholders shall have entered into the Incentive Pool Agreement; (xvii) CAAM and the Selling Shareholders shall have executed and delivered to Purchaser the Escrow Agreement; and (hxviii) subject Such other certificates or documents as may be reasonably required to Section 11.1.2(b), all elements of convey the Data Room remaining in the possession or control of counsel Purchased Items to SellersPurchaser as provided herein.

Deliveries by Sellers. At the Closing, Sellers are delivering to Buyer the following, which shall (or shall cause its Affiliates to) take each of the following actionsbe in form and substance acceptable to Buyer and Buyer’s counsel: (a) deliver Documents and instruments of transfer for the Assets including, without limitation, bills of sale and assignments of all Intangibles (including all Intellectual Property Rights appurtenant thereto) and assignments of all assignable licenses and Permits relating to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act; (b) deliver to Purchaser certified copies of the share registers Assets or the share certificatesuse, as the case may beoccupancy or operation thereof including, representing all shares owned by any Acquired Company but not limited to, documents substantially in the Acquired Companies other than the Company form of Exhibit “A” (provided such share certificates should have been issued according Master Trademark Assignment Agreement), Exhibit “B” (Master Copyright Assignment Agreement), a Master Patent Assignment Agreement in a form and substance reasonably satisfactory to applicable law); (c) deliver to Purchaser written resignations, Buyer if any patents are included in the agreed formAssets, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, Security Release in form and substance reasonably satisfactory to PurchaserBuyer, relating Exhibit “E” (Consent to Transfer of License), Exhibit “F” (Assignment and Assumption Agreement) and Exhibit “G” (Xxxx of Sale); (b) Copies of the minutes of the meetings of the board of directors (or its equivalent) of Sellers authorizing the execution and performance of this Agreement and the amendment of each Sellers’ charter or formation documents to change (if applicable) its name, certified by each Sellers’ Secretary; (c) Copies or originals of all files, papers, books and records, licenses, permits, approvals, applications, correspondence, and other documents relative to the Warranties Assets; (d) All Encumbrances, except for permitted Encumbrances set forth on Schedule 8(d), with respect to the Assets shall be discharged prior to the Closing and all Assets shall be delivered at the Closing free and clear of any Encumbrances, and all of the Contracts set forth on Schedule 8(d) shall have been terminated; (e) A certificate, dated no earlier than five days prior to the Closing Date, that each Seller is in Sections 5.1 good standing in its jurisdiction of formation; (f) Certificate of incumbency and 5.2 belowspecimen signatures of all signatory officers of each Seller, certified by such Seller’s Secretary; (g) to The License Agreement (the extent “License Agreement”), between Studio IP Holdings and the Company, substantially in the possession form attached as Exhibit “H” hereto, signed by the Company; (h) The favorable opinions of Dechert LLP and Xxxxxx X. Xxxxxxxxx, Esq., counsel to Sellers, dated the Sellers or any Closing Date and addressed to Buyer in form and substance reasonably satisfactory to Buyer; (i) Design Services Agreement (the “Design Services Agreement”) in substantially the form of their Affiliates Exhibit “J,” between Buyer and the Company, executed by the Company; All waivers of defaults and/or consents required under Specified Contracts which are set forth on Schedule 2.1(b); (other than any j) The Registration Rights Agreement executed by the Sellers; (k) All waivers of the Acquired Companiesdefaults and/or consents required under Specified Contracts which are set forth on Schedule 2.1(b); (l) The Closing Balance Sheet, the originals of any land certificates, charge certificates, leases, title deeds in form and other documents related substance satisfactory to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyBuyer; and (hm) subject to Section 11.1.2(b), all elements Evidence of the Data Room remaining receipt by the Company of the Requisite Stockholder Approvals, in the possession or control of counsel form and substance satisfactory to SellersBuyer.

Deliveries by Sellers. At the Closing, Sellers shall (or shall cause its Affiliates to) take each of the following actionsSellers, --------------------- as applicable, shall deliver to Purchaser, all duly executed the following: (a) Each of the Sellers, as applicable, shall deliver to Purchaser the original share register (“aksjeeierbok”) duly executed certificates in valid form evidencing all of the Company with Shares owned by each such Seller, duly endorsed in blank or accompanied by duly executed stock powers attached or otherwise executed in the Purchaser duly registered as owner presence of the Shares free and clear authorized representatives of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies ActPurchaser; (b) deliver to Purchaser certified copies of the share registers Except as may be otherwise required by Purchaser, or the share certificates, as the case may be, representing all shares owned by any Acquired Company set forth herein or in the Acquired Companies other than Employment Agreements, the written resignations of all officers and directors of each Company (provided such share certificates should have been issued according to applicable law)at the Closing Date; (c) deliver to Purchaser written resignationsA release from each Seller, in the agreed formform attached as Schedule 1.6(c), by each retiring board director which provides that the Sellers are releasing the Companies from any and deputy board director elected by all claims, causes of action, debts and obligations whatsoever existing on the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorClosing Date; (d) deliver to Purchaser a certified copy Each of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers who are parties to the Employment Agreements with Purchaser; and, in the form attached as Schedule 1.5(d) to this Agreement shall execute such agreements, as applicable; (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as Each of the Closing Date.Sellers shall execute the Covenant Not to Compete Agreement attached to this Agreement as Schedule 1.6(e); (f) deliver The Sellers shall have delivered to Purchaser an opinion or opinions a current certificate of counsel good standing for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to each Company from the Warranties set forth in Sections 5.1 and 5.2 belowNew York Secretary of State; (g) to A favorable opinion from counsel for the extent Sellers, dated the date of the Closing, in the possession form attached as Schedule 1.6(g); (h) Each of the Sellers or any of their Affiliates (other than any of shall execute and deliver the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyCertificate described at Section 7.1; and (hi) subject to Section 11.1.2(b)The books and records of the Companies, including, without limitation, all elements of original financial and operating records, the Data Room remaining in corporate minute books, the possession or control of counsel to Sellerscorporate stock ledgers, and title documents.

Deliveries by Sellers. At or prior to the Closing, Sellers shall (deliver or shall cause its Affiliates to) take each of the following actions: (a) deliver to be delivered to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act; (b) deliver to Purchaser certified copies of the share registers or the share certificatesCompany, as the case may be, representing all shares owned the following: (i) subject to Section 1.2(b), certificates evidencing the Shares, which certificates shall be properly endorsed for transfer or accompanied by any Acquired Company duly executed stock powers, in either case executed in blank or in favor of Purchaser or the Acquired Companies other than Company, as the Company (provided such share certificates should have been issued according to applicable law)case may be, and otherwise in a form acceptable for transfer on the books of the Company; (cii) deliver to Purchaser written resignations, in the agreed form, by each retiring board director resignations of those officers and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval and each of the transfer Company Subsidiaries (as hereinafter defined) other than the Excluded Entities (as hereinafter defined) whose resignations are requested by Purchaser no later than five business days prior to the Closing, as contemplated by Section 6.4 hereof, such resignations to be effective as of the Shares Closing; provided that Sellers shall have no obligation to deliver resignations of officers who do not agree to resign and provided further that Purchaser shall be responsible for all liabilities and obligations resulting from such resignations; (iii) all other previously undelivered documents required by this Agreement to be delivered by the Company or Sellers to Purchaser at or prior to the PurchaserClosing Date in connection with the transactions contemplated hereby; (iv) certificate of good standing of the Company and each of the Company Subsidiaries (other than the three joint ventures identified on Section 2.3 of the Disclosure Schedule) in their respective jurisdictions of incorporation and qualification; and (ev) deliver to Purchaser a certificate duly signed by the Sellersminute books, following due inquiries with seals and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as stock records of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form Company and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) to the extent in the possession each of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well asCompany Subsidiaries, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellersavailable.

Deliveries by Sellers. At the Closing, Sellers shall (or shall cause its Affiliates to) take Sellers, as appropriate, will deliver to Buyer the following, each of which shall be in form and substance satisfactory to the following actionsparties hereto: (a) deliver Bills of sale, special warranty deeds, assignments and other instruments of transfer and documents as shall be appropriate to Purchaser carry out the original share register intent of this Agreement and sufficient to sell, assign, convey and transfer good and valid (“aksjeeierbok”or in the case of real property, good and marketable) of title to the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies ActAssets to Buyer, subject to Permitted Encumbrances; (b) deliver Assignments of Sellers’ domain names relating to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)Newspaper; (c) deliver Any consents to Purchaser written resignationsassignments from third parties obtained by Sellers relating to the Material Contracts that require such consent as shown on Schedule 3.9 hereto, in the agreed form, as well as any other consents obtained by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorSellers; (d) deliver to Purchaser a certified copy of Receipt for the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; andPurchase Price; (e) deliver to Purchaser a certificate duly signed Transition services agreements among Parent, Sellers and Buyer executed by the Parent and/or Sellers, following due inquiries which, among other things, provide for Parent and/or Sellers to continue to provide certain services with and assurances from respect to the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as Newspaper for a period of up to one (1) year after the Closing Date.Date (the “Transition Services Agreements”); (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form A non-competition and substance reasonably satisfactory to Purchaser, relating to non-solicitation agreement between Sellers and Buyer executed by Sellers (the Warranties set forth in Sections 5.1 and 5.2 below“Non-Competition Agreement”); (g) Certificates, dated the Closing Date, of an appropriate officer of each Seller as to approval of such Seller relating to this Agreement and the extent in transactions contemplated hereby; (h) Certificates of an appropriate officer of each Seller certifying the possession fulfillment of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds conditions set forth in Sections 8.1(a) and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party8.1(b) below; and (hi) subject Such other certificates, instruments and documents as are required to Section 11.1.2(b), all elements be delivered by Sellers pursuant to the terms of the Data Room remaining in the possession or control of counsel to Sellersthis Agreement.

Deliveries by Sellers. At Unless otherwise stated below, at or prior to the Closing, Sellers shall (deliver, or shall cause its Affiliates to) take to be delivered, to Purchaser each of the following actionsfollowing: (a) deliver to Purchaser the original share register (“aksjeeierbok”stock certificate(s) evidencing the Shares, endorsed in blank by such Seller or accompanied by a stock power or other instrument of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice transfer executed in accordance with Section 4-10 of the Norwegian Companies Actblank by such Seller; (b) deliver each Related Agreement to Purchaser certified copies of which a Seller and/or the share registers or Company is a party, executed by such Seller and the share certificatesCompany, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)applicable; (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation an invoice from each Person (other than any employee) to whom any amount of the Transaction Expenses is owed, indicating the aggregate amount of Transaction Expenses owed to such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorPerson; (d) deliver to Purchaser a certified copy certificate of good standing of the minutes Company, issued as of a date not more than five (5) Business Days prior to the Closing Date by the Secretary of State of the board State of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; andNew Jersey; (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with properly completed and assurances executed IRS Form W-9 from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects each Seller dated as of the Closing Date.; (f) deliver letters of resignation from each individual requested by Purchaser pursuant to Purchaser an opinion Section 5.10; (g) final pay-off letters and UCC-3 termination statements and other Lien terminations or opinions releases (including Intellectual Property security interest releases in form and substance necessary for recordation in the United States Patent and Trademark Office, United States Copyright Office, or any other similar Governmental Authority), in each case in form and substance reasonably satisfactory to Purchaser, from each Person to whom any amount of counsel for Sellersthe Closing Date Indebtedness (other than Equipment and Truck Indebtedness incurred on or prior to the Closing Date), is owed, evidencing the satisfaction in full of all such Closing Date Indebtedness and the release or termination (or willingness to so release) of all Liens relating to such Closing Date Indebtedness, excluding Equipment and Truck Indebtedness incurred on or prior to the Closing Date; (h) the written Consents set forth on Schedule 1.5(h), in each case in form and substance reasonably satisfactory to Purchaser; (i) documentation, in form and substance reasonably satisfactory to Purchaser, relating evidencing the termination, in accordance with Section 5.9, of all intercompany Contracts and relationships (excluding the Contracts, if any, for Equipment and Truck Indebtedness incurred on or prior to the Warranties Closing Date between the Company, on the one hand, and its Affiliate, Tribeca Leasing, on the other hand) and the release of the Company from all Liability thereunder; (j) a certificate, dated as of the Closing Date and executed by an officer of the Company, certifying as to the satisfaction of the conditions set forth in Sections 5.1 Section 7.2(a), Section 7.2(b), and 5.2 belowSection 7.2(c); (gk) a certificate, dated as of the Closing Date and executed by the secretary or an assistant secretary (or similar officer) of the Company, certifying as to (i) no amendments to the extent in the possession certificate of incorporation of the Sellers or any of their Affiliates (other than any Company since the date of the Acquired Companies)certification referenced in a copy of the certificate of incorporation of the Company, certified as of a date not more than ten (10) Business Days prior to the originals Closing Date by the Secretary of any land certificatesState of the State of New Jersey, charge certificatesto be attached to such certificate as an exhibit, leases(ii) the bylaws of the Company, title deeds (iii) the resolutions approved by the board of directors (or similar governing body) of the Company authorizing the execution, delivery, and performance by the Company of this Agreement and its Related Agreements and the consummation by the Company of the Transactions, (iv) the resolutions approved by Sellers in accordance with applicable Law, authorizing the execution, delivery, and performance by the Company of this Agreement and its Related Agreements and the consummation by the Company of the Transactions and (v) the names and signatures of the officers of the Company authorized to execute this Agreement, its Related Agreements, and the other documents related to be delivered by the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, Company under this Agreement and any contracts or other agreements to which any Acquired Company is a partyits Related Agreements; and (hl) subject such other documents, certificates, or instruments as Purchaser may reasonably request in order to Section 11.1.2(b)effect the Transactions, to vest in Purchaser good and valid title to all elements of the Data Room remaining in Shares or to evidence the possession or control release of counsel to Sellersall Liens (other than Permitted Liens) on the Company’s properties and assets.

Deliveries by Sellers. At the ClosingSellers will deliver, Sellers shall (or shall cause its Affiliates to) take each of the following actionsto be delivered, to Buyer: (ai) deliver certificates representing the Shares, duly endorsed by each Seller (as to Purchaser such Seller’s Shares) or accompanied by stock powers for unconditional and irrevocable transfer to Buyer; (ii) a receipt for the original share register Closing Date Purchase Price; (“aksjeeierbok”iii) a certificate signed by Sellers, certifying to the fulfillment of the conditions specified in Section 6.1 and Section 6.2; (iv) an affidavit from each Seller certifying the non-foreign status of each Seller and that no Seller is a disregarded entity, dated as of the Closing Date and in form and substance required under Section 1.1445-2(b)(2) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies ActTreasury Regulations; (bv) deliver to Purchaser certified copies resignations of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than those officers and directors of the Company (provided solely with respect to such share certificates should have been issued according offices and positions as directors and not with respect to applicable lawemployment) as requested by Buyer at or at any time prior to Closing; (vi) Executed payoff letters, releases, or other similar instruments providing for the repayment in full of all Debt of the Company set forth on Schedule 1.6.2(a)(vi) and the release of all Encumbrances granted with respect thereto, together with all instruments, documents and UCC financing statements relating thereto; (vii) a compact disc (which shall be permanent and accessible, without the need for any password, with readily and commercially available software) containing, in electronic format, all documents posted to the datasite maintained by McAfee & Xxxx A Professional Corporation on behalf of the Company as of Closing (the “Data Room”); (cviii) deliver to Purchaser written resignations, a general release (a “General Release”) substantially in the agreed form, form of Exhibit B executed by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorSeller; (dix) deliver to Purchaser the Breslo Incentive Plan Release, executed by Xxxx Xxxxxx; (x) consents, each substantially in the form of Exhibit C, executed by Sellers’ respective spouses (each a certified copy of “Spousal Consent”); (xi) written invoices for the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser(i) Innovation Fee, (ii) Xxxxxx Fee and (iii) M&T Fees and Expenses; and (exii) deliver to Purchaser a certificate if Xxxxx has effected the Canadian Direct Purchase Election, certificates representing the Canadian Shares, duly signed endorsed by the Sellers, following due inquiries with Company or accompanied by stock powers for unconditional and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating irrevocable transfer to the Warranties set forth in Sections 5.1 and 5.2 below; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to SellersCanadian Affiliate.

Deliveries by Sellers. At the ClosingClxxxxx, Sellers shall (or shall cause its Affiliates to) take each of the Sellers will deliver, or cause to be delivered, the following actionsto Buyer: (a) deliver to Purchaser The Bill of Sale, duly executed by the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies ActSellers; (b) deliver Copies of xxx and all governmental and other third party consents, waivers or approvals required with respect to Purchaser certified copies the transfer of the share registers Purchased Assets, or the share certificates, as consummation of the case may be, representing all shares owned transactions contemplated by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)this Agreement; (c) deliver to Purchaser written resignations, in the agreed form, The opinions of counsel and officer's certificates contemplated by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorSection 7.1; (d) deliver One or more special warranty deeds conveying the Real Property to Purchaser a certified copy Buyer, in substantially the form of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Exhibit D hereto, duly executed and acknowledged by Sellers to the Purchaser; andand in recordable form; (e) deliver to Purchaser a certificate The Assignment and Assumption Agreement and any Ancillary Agreements which are not executed on the date hereof, duly signed executed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date.; (f) deliver to Purchaser an opinion or opinions of counsel for A FIRPTA Affidavit, duly executed by Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) Copies, certified by the Secretary or Assistant Secretary of each of the Sellers, of corporate resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to the extent in the possession be executed and delivered by each of the Sellers or any of their Affiliates (other than any in connection herewith, and the consummation of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; andtransactions contemplated hereby; (h) subject A certificate of the Secretary or Assistant Secretary of each of the Sellers identifying the name and title and bearing the signatures of the officers of each of the Sellers authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (i) Certificates of Good Standing or Subsistence, as applicable with respect to the Sellers and Genco, issued by the Secretary of the State of Sellers' and Genco's state of incorporation; (j) To the extent available, originals of all Sellers' Agreements, Real Property Leases, Permits, Environmental Permits, and Transferable Permits and, if not available, true and correct copies thereof, together with the items referred to in Section 2.1(g); (k) All such other instruments of assignment, transfer or conveyance as shall, in the 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; (l) Notices, signed by Sellers, to all other parties to the material Sellers' Agreements where notice to such parties is required under the terms of such Sellers' Agreements or pursuant to Section 11.1.2(b6.5(d) hereof; (m) Reliance letters from Woodward & Clyde with respect to the Environmental Reportx xxxxxred bx Xxxdward & Clyde concerning the Purchased Assets and made avaxxxxxx xor xxxxxw by Buyer. (n) Such other agreements, documents, instruments and writings as are required to be delivered by the Sellers at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably required in connection herewith. In addition, GPU will deliver, or cause to be delivered, to Buyer (i) a stock certificate or certificates representing the Genco Stock accompanied by a stock power duly endorsed to Buyer, (ii) certificates to the effect of Sections 3.6(g), (h) and (i) with respect to GPU and Genco; and (iii) resignations of all elements directors and officers of the Data Room remaining in the possession or control of counsel to SellersGenco.

Deliveries by Sellers. At the Closing, Sellers shall (deliver, or shall cause its Affiliates to) take each of to be delivered, to Purchaser the following actionsfollowing: (a) deliver bills of sale or other appropriate documents of transfer, in form and substance reasonably acceptable to Purchaser the original share register (“aksjeeierbok”) Purchaser, transferring all of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies ActTransferred Assets to Purchaser; (b) deliver to Purchaser certified copies the Approval Order, approving this Agreement and the consummation of the share registers or the share certificates, as the case may be, representing transactions contemplated hereby and releasing all shares owned by any Acquired Company in the Acquired Companies Encumbrances other than Permitted Encumbrances in all or any portion of the Company (provided such share certificates should have been issued according Transferred Assets in form and substance reasonably satisfactory to applicable law)Purchaser; (c) deliver a certificate of the Secretary or Assistant Secretary of each Seller, dated the Closing Date, as to Purchaser written resignations(y) the incumbency of any officer of such Seller executing this Agreement or any document related thereto and (z) as to The Wiz, in Nobody Beats the agreed formWiz, by each retiring board director Inc. and deputy board director elected by The Wiz Distributors, Ltd. true and correct copies of the shareholders in the Acquired Companies, including a confirmation from each Certificate of Incorporation and By-laws of such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorSeller and all amendments thereto; (d) deliver an opinion of Kramer, Levin, Naftalis & Xxxxxxx, special bankruptcy counsel to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the SellersSeller, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of dated the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser; (e) a trademark assignment agreement (the "Trademark Assignment Agreement") duly executed by Sellers, relating providing for the assignment and transfer to Purchaser of all of Sellers' right, title and interest in and to all trademarks, service marks, service names, trade names and assumed names included in the Transferred Intellectual Property, in form and substance reasonably acceptable to Purchaser; (f) possession of the premises subject to the Warranties set forth in Sections 5.1 Assigned Leases (free of all tenants, licensees and 5.2 belowoccupants); (g) certificates of good standing of each of The Wiz, Nobody Beats the Wiz, Inc. and The Wiz Distributors, Ltd., dated a recent date from the jurisdiction of organization of each such entity, together with certificates or telegrams bringing down to date the information contained in each certificate dated not earlier than five days prior to the extent in Closing Date; (h) the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds certificates and other documents related to the real property of the Acquired Companies, as well as, be delivered pursuant to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partySection 6.2 hereof; and (hi) subject such other instruments or documents, in form and substance reasonably acceptable to Section 11.1.2(b)Purchaser, all elements of as may be necessary to effect and evidence the Data Room remaining in the possession or control of counsel to SellersClosing.

Deliveries by Sellers. At the Closing, Sellers shall (deliver or shall cause its Affiliates to) take each of the following actionsto be delivered to Buyer: (a) deliver a certificate of an officer of the Company, certifying as to Purchaser true and complete copies of (i) the original share register (“aksjeeierbok”) Certificate of Organization of the Company with and all amendments thereto as in effect on the Purchaser duly registered Closing Date, certified by the Secretary of State of Michigan as owner of a date not more than seven (7) calendar days prior to the date hereof, (ii) the limited liability company agreement of the Shares free Company as in effect on the date hereof and clear of any and all Encumbrances and a notice in accordance with Section 4-10 (iii) the resolutions of the Norwegian Companies Actmanagers and members of the Company authorizing the execution and delivery of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby; (b) deliver a certificate of an officer of each Seller that is not a natural person, certifying as to Purchaser certified true and complete copies of (i) the share registers or Certificate of Organization of such Seller and all amendments thereto as in effect on the share certificatesClosing Date, certified by the Secretary of State of Michigan as of a date not more than seven (7) calendar days prior to the case may bedate hereof, representing all shares owned by any Acquired Company (ii) the limited liability company agreement of such Seller as in effect on the Acquired Companies other than date hereof and (iii) the Company (provided resolutions of the governing body of such share certificates should have been issued according to applicable law)Seller authorizing the execution and delivery of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby; (c) deliver certificates of good standing with respect to Purchaser written resignationsthe Company and Senior Trucking, in the agreed form, by each retiring board director and deputy board director elected issued by the shareholders Secretary of State of Michigan and each jurisdiction in which the Acquired CompaniesCompany is qualified to do business as a foreign entity, including as of a confirmation from each such person that he has no claim against date not more than seven (7) calendar days prior to the relevant Acquired Company resulting from his position as board director or deputy board directordate hereof; (d) deliver to Purchaser a certified copy all consents, notifications, waivers, approvals and authorizations set forth on Section 6.2(d) of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers Sellers’ Disclosure Schedule on terms and conditions satisfactory to the Purchaser; andBuyer; (e) deliver to Purchaser a certificate duly signed completed IRS Form W-9 executed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date.each Seller; (f) deliver to Purchaser an opinion agreements for the employment or opinions engagement of counsel for each Person set forth on Section 6.2(f) of the Sellers’ Disclosure Schedule, in form and substance reasonably each case satisfactory to PurchaserBuyer and each such Person, relating to as applicable, duly executed by the Warranties applicable Person set forth in Sections 5.1 on Section 6.2(f) of the Sellers’ Disclosure Schedule (the “Employment and 5.2 belowConsulting Agreements”); (g) to the extent in the possession evidence that all of the Sellers or any of their Affiliates (other than any Contracts set forth on Section 6.2(g) of the Acquired Companies)Sellers’ Disclosure Schedule have been terminated; (h) the Escrow Agreement, duly executed by Seller; (i) evidence, reasonably satisfactory to Buyer, that the originals of any land certificates, charge certificates, leases, title deeds $562,469.61 demand note issued by Holdings has been converted to a fixed and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partysubordinated note; and (hj) subject to restrictive covenant agreements, duly executed by the Persons set forth on Section 11.1.2(b), all elements 6.2(j) of the Data Room remaining in the possession or control of counsel to SellersDisclosure Schedule, duly executed by such Persons.

Deliveries by Sellers. At the Closing, the Sellers shall deliver to Acquiror the following: (a) a certificate or shall cause its Affiliates tocertificates representing the Shares, duly and validly endorsed to or registered in the name of Acquiror or accompanied by separate stock powers duly and validly executed by the appropriate Seller and otherwise sufficient to vest in the Acquiror good and marketable title to such Shares; (b) take the certificates and other documents to be delivered pursuant to Section 6.2; (c) a cross-receipt duly executed by the Sellers acknowledging receipt of the Purchase Price; (d) copies of the Articles of Incorporation and By-laws of each of the following actions: PEPL Companies, certified by the Secretary of such entity as being true and complete; (ae) deliver to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act; (b) deliver to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law); (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected resolutions adopted by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed Sellers, each certified by the SellersSecretary of such Seller as having been duly and validly adopted and as being in full force and effect, following due inquiries with authorizing the execution and assurances from the individuals set out in Section 1.3.4delivery by such Seller of this Agreement, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as performance by such Seller of the Closing Date. its obligations hereunder; (f) deliver to Purchaser an opinion or opinions the stock books, stock ledgers, minute books and, if any, corporate seals of counsel for Sellersthe PEPL Companies, in form and substance reasonably satisfactory to Purchaserall other books and records of the PEPL Companies, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) all to the extent in within the possession of the Sellers or any Subsidiary thereof; (g) certificates evidencing the good standing of each PEPL Company under the laws of their Affiliates (other than any respective jurisdictions of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyincorporation; and (h) subject to Section 11.1.2(b), all elements letters from each director of the Data Room remaining PEPL Companies evidencing such director's resignation; (i) the opinion of Sellers' legal counsels, substantially in the possession forms of Exhibits C-1 and C-2 hereto; (j) duly executed copies of each of the agreements described in Section 5.11 of this Agreement; and (k) such other agreements or control of counsel documents as are reasonably required to Sellers.be delivered by the Sellers at or prior to the Closing Date pursuant to this Agreement. 2.7

Deliveries by Sellers. At the ClosingClosing and subject to the terms and conditions hereof, Sellers shall (or shall cause its Affiliates to) take each of deliver the following actionsto Purchaser: (a) deliver to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice certificate provided in accordance with Section 4-10 of the Norwegian Companies Act3.1(a)(ii); (b) deliver to Purchaser a certificate duly executed by an authorized signatory of each Seller, attaching certified copies of the share registers resolutions of the competent corporate body of such Seller, if applicable, approving the Transaction Documents to which it is a party, authorizing and approving the execution, delivery and performance (which performance shall be subject to any Required Regulatory Approvals or any corporate consents that are required to be obtained before the share certificatesClosing Date, as and any changes in Law following the case may be, representing all shares owned Closing Date) of the Transaction Documents to which it is a party and the consummation of the Transactions which are required to be consummated by any Acquired Company in such Seller prior to the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)Closing Date; (c) deliver to Purchaser written resignationsthe U.S. GAAP Financial Statements, in the agreed form, by each retiring board director and deputy board director elected certified by the shareholders in Chief Executive Officer and Chief Financial Officer of the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorCompany; (d) deliver opinion of the Indian Counsel of the Company, in the form and substance satisfactory to Purchaser and covering the items set forth in Exhibit B; (e) a letter from the Company confirming that (i) the representations and warranties of the Company contained in the Company Letter Agreement, made as if none of such representations or warranties contained any qualification or limitation as to “materiality” or “Material Adverse Effect,” shall have been true and correct on the date of this Agreement, and on and as of the Closing Date as if made on and as of the Closing Date (except where such representation or warranty speaks by its terms to a different date, in which case it shall be true and correct as of such date), except where the failure of such representations and warranties to be true and correct as so made does not have and is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect, and that (ii) the Company shall have performed and complied, in all material respects, with the covenents contained in the Company Letter Agreement; (f) a certified copy of the minutes resolutions of the board Board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers Directors passed pursuant to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below2.7 hereof; (g) a general release and discharge from each Seller, in mutually agreed form, entered into pursuant to Section 4.11 hereof; (h) as regards the Indian Resident Sellers (as defined below), such documents and writings as are required to be given by the Indian Resident Sellers to the extent in the possession of the Sellers or any of their Affiliates Purchaser for enclosing with Form FC-TRS as provided by RBI’s Circular No. A.P. (other than any of the Acquired CompaniesDIR Series) Circular No. 16 dated 4 October 2004 (“Circular No. 16”), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (hi) subject all other documents, instruments, certificates and writings reasonably requested to Section 11.1.2(b)be delivered by Sellers and mutually agreed between the Parties prior to the Closing, all elements of pursuant to this Agreement and the Data Room remaining in the possession or control of counsel to Sellersother Transaction Documents.

Deliveries by Sellers. At the Closing, Sellers shall (or shall cause its Affiliates to) take each of Sellers as to --------------------- itself will deliver, or cause to be delivered, the following actionsto Buyer: (a) deliver to Purchaser the original share register (“aksjeeierbok”) The Xxxx of the Company with the Purchaser Sale, duly registered as owner of the Shares free executed by Penelec and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies ActNGE; (b) deliver Copies of any and all governmental and other third party consents, waiver or approvals obtained by Sellers with respect to Purchaser certified copies the transfer of the share registers Purchased Assets, or the share certificates, as consummation of the case may be, representing all shares owned transactions contemplated by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)this Agreement; (c) deliver to Purchaser written resignations, in the agreed form, The opinions of counsel and officer's certificates contemplated by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorSection 7.1; (d) deliver One or more special warranty deeds conveying the Real Property to Purchaser a certified copy Buyer, in substantially the form of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; andExhibit F hereto, duly executed and acknowledged by Penelec and NGE and in recordable form; (e) deliver to Purchaser a certificate The Assignment and Assumption Agreement, duly signed executed by the Sellers, following due inquiries with Penelec and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date.NGE; (f) deliver to Purchaser an opinion or opinions of counsel for A FIRPTA Affidavit, duly executed by Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) Copies, certified by the Secretary or Assistant Secretary of each 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 Sellers in connection herewith; and the consummation of the transactions contemplated hereby; (h) A certificate of the Secretary or Assistant Secretary of each Seller identifying the name and title and bearing the signatures of the officers of such Seller authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (i) Certificates of Good Standing with respect to the Sellers, issued by the Secretary of State of each Sellers' state of incorporation, as applicable; (j) To the extent available, originals of all Sellers' Agreements, Real Property Leases and Transferable Permits and, if not available, true and correct copies thereof; (k) All such other instruments of assignment, transfer or conveyance as shall, in the possession reasonable opinion of Buyer and its counsel, be necessary or desirable to transfer to Buyer the Sellers Purchased Assets, in accordance with this Agreement and where necessary or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent desirable in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyrecordable form; and (hl) subject Such other agreements, documents, instruments and writings as are required to Section 11.1.2(b), all elements of be delivered by Sellers at or prior to the Data Room remaining Closing Date pursuant to this Agreement or otherwise reasonably required in the possession or control of counsel to Sellersconnection herewith.

Deliveries by Sellers. At the Closing, Sellers shall (deliver or shall cause its Affiliates to) take each of to be delivered to Buyer the following actionsitems: (a) deliver The stock certificates or other evidence representing the Shares, with duly executed and notarized stock powers or other evidence of transfer attached in proper form for transfer free and clear of all Liens; (b) The Payoff Letters reflecting all outstanding Debt and any necessary Uniform Commercial Code termination statements or other releases as may be reasonably required to Purchaser evidence the original share register satisfaction of the Debt arising under the Debt Agreements; (“aksjeeierbok”c) Any necessary Uniform Commercial Code termination statements or other releases as may be reasonably required to evidence the satisfaction of all Liens; (d) The articles of incorporation of the Company with the Purchaser duly registered and of Filtration Systems certified as owner of the Shares most recent practicable date by the Georgia Secretary of State and the equivalent governing instruments of Subsidiary certified as of the most recent practicable date by the applicable authority in the jurisdiction of organization or incorporation; provided, however, that in the event such documents are certified on a date more than 30 days prior to Closing, Sellers shall provide evidence at Closing satisfactory to Buyer that such documents have been updated (orally or otherwise) to a date no more than 15 days prior to Closing; (e) A certificate of the Georgia Secretary of State as to the good standing of the Company and of Filtration Systems as of the most recent practicable date and a certificate as to the good standing (or equivalent documentation) of Subsidiary as of the most recent practicable date from the applicable authority in the jurisdiction of organization or incorporation; provided, however, that in the event such certifications are certified on a date more than 30 days prior to Closing, Sellers shall provide evidence at Closing satisfactory to Buyer that such certifications have been updated (orally or otherwise) to a date no more than 15 days prior to Closing; (f) Original corporate record books and stock record books of the Company, Filtration Systems and Subsidiary; (g) A counterpart to the Escrow Agreement, duly executed by Sellers' Representative; (h) Evidence of receipt of all Consents required to consummate the transactions contemplated hereby; (i) A certificate of the Secretary of the Company, given by the Secretary on behalf of the Company and not in the Secretary's individual capacity, certifying as to the bylaws of the Company and as to the resolutions of the Board of Directors of the Company ratifying prior actions and authorizing this Agreement and the transactions contemplated hereby; (j) Documents evidencing the sale of the Mini Cooper automobile to and purchase by William Weiller at the book valxx xx such automobile; (x) Xxxxxxx xxxignations or other documentation evidencing the resignation of directors and officers of the Company, Filtration Systems and Subsidiary who are listed on Schedule 3.2(k); (l) Evidence satisfactory to the Buyer regarding the assignment to and assumption by William Weiller of the lease agreements listed on Schedule 3.2(l); (m) Employment agreements for key employees identified on Schedule 3.2(m); (n) A survey of the Real Property; (o) To the extent not provided prior to the Closing, copies of powers of attorney executed by each Seller who is not individually executing this Agreement properly conferring such power of execution on Sellers' Representative; and (p) Evidence satisfactory to the Buyer regarding the transfer by William Weiller of all of the outstanding equity interest in Filtratxxx Xxxxxxx, Xxc. to the Company free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act; (b) deliver to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law); (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing DateLiens. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellers.

Deliveries by Sellers. At the Closing, Sellers shall (deliver or shall cause its Affiliates to) take each of the following actionsprocure delivery to Purchaser of: (a) deliver to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act; (b) deliver to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law); (c) deliver to Purchaser written resignations, in the agreed form, certificate signed by each retiring board director and deputy board director elected by the shareholders in the Acquired CompaniesSeller, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects dated as of the Closing Date. Date (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser) certifying that the conditions specified in Section 8.1 and Section 8.2 have been satisfied as of the Closing; (b) copies of the resolutions of the board of directors or board of managers (as applicable) of each Seller authorizing the execution, relating delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; (c) originals (or, to the Warranties set forth extent originals are not available, copies) of all Assumed Executory Contracts (together with all amendments, supplements or modifications thereto) to the extent not already located at the Acquired Owned Real Property or an Assumed Leased Facility; (d) physical possession of all of the Acquired Assets capable of passing by delivery with the intent that title in Sections 5.1 such Acquired Assets shall pass by and 5.2 belowupon delivery; (e) a xxxx of sale, substantially in the form attached hereto as Exhibit A, conveying in the aggregate all of the owned personal property of Sellers included in the Acquired Assets, duly executed by Sellers; (f) an assignment and assumption of the Assumed Obligations, substantially in the form attached hereto as Exhibit B (collectively, the “Assumption Agreement”), duly executed by the relevant Seller or Sellers; (g) duly executed Intellectual Property assignments in the forms attached hereto as Exhibit C each in recordable form to the extent necessary to assign such rights; (h) reserved; (i) an affidavit from each Seller, sworn under penalty of perjury and dated as of the Closing Date, in form and substance required under the Treasury Laws issued pursuant to Section 1445 of the Code stating that such Seller is not a foreign person as defined in Section 1445 of the Code; (j) special warranty or limited warranty deeds (as customary in the possession applicable jurisdiction) with respect to each Acquired Owned Real Property in form and substance reasonably satisfactory to Purchaser and Sellers, together with executed and (if applicable) notarized transfer Tax Returns and other documentation as may be required to effectuate the recordation of said deeds in the applicable real property records with respect to all Acquired Owned Real Property; (k) an assignment and assumption of lease with respect to each of the Assumed Facility Leases in form and substance reasonably satisfactory to Purchaser and Sellers or any of their Affiliates (other than any of the Acquired Companies“Facility Lease Assignments”), the ; (l) originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as(or, to the extent originals are not available, copies) of all certificates of title, registrations and title transfer documents to all titled Rolling Stock; (m) an assignment and assumption agreement with respect to Sellers’ Permits and warranties in form and substance reasonably acceptable to the Parties, whereby Sellers shall assign to Purchaser all of their respective rights in and to any Permits and warranties (to the extent such Permits and warranties are assignable) relating (directly or indirectly) to the Acquired Assets or the Business; (n) all the Books and Records; (o) such other instruments, in form and substance, reasonably satisfactory to the applicable Purchaser, as are necessary to vest in the possession applicable Purchaser good and marketable title in and to the Acquired Assets in accordance with the provisions hereof; (p) such documentation as may be necessary to change the authorized signatories on any bank accounts or powers of attorney relating (directly or indirectly) to the Acquired Assets; (q) evidence of the required name changes of Sellers or any of and their Affiliates as more fully set forth in Section 10.5; (other than any r) a copy of the Sale Order for each Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, Owned Real Property and any contracts or other agreements to which any Acquired Company is a partyeach Assumed Leased Facility; and (hs) subject such other documents or instruments as are reasonably required to Section 11.1.2(b), all elements of be delivered by any Seller at the Data Room remaining in Closing pursuant to the possession terms hereof or control of counsel that any Purchaser reasonably requests prior to Sellersthe Closing Date to effect the transactions contemplated hereby.

Deliveries by Sellers. At the Closing, the Sellers shall (or shall cause its Affiliates to) take each of --------------------- deliver, all duly executed, the following actionsfollowing: (a) The Stockholders shall deliver to Purchaser the original share register (“aksjeeierbok”) duly executed certificates in valid form evidencing all of the Company with Shares, duly endorsed to Purchaser or accompanied by duly executed stock powers attached or otherwise executed in the presence of authorized representatives of Purchaser or, if not executed in the presence of authorized representatives of Purchaser, then same shall be guaranteed by a brokerage house acceptable to the Purchaser duly registered (the certificates and stock powers referred to in this Section 1.9(a) are collectively referred to as owner the "Endorsed Certificates or Stock Powers"); (b) Except as may be otherwise required by Purchaser, the written resignations of all officers and directors of the Shares Company at the time of Closing; (c) A release from each Seller, in a form and content satisfactory to Purchaser, which provides that the Sellers are releasing the Company and 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) Those Stockholders listed on Schedule 1.8(d)(i) attached hereto shall execute an Employment Agreement with Purchaser, in the form and content attached hereto as Schedule 1.8(d)(ii); (e) The Partnership shall execute the Lease in the form and content of the Lease attached hereto as Schedule 1.8(e). (f) The Sellers shall have delivered to Purchaser a current certificate of good standing for each of the Company and the Partnership from the Pennsylvania Secretary of State. (g) A favorable opinion from counsel for the Sellers, dated the date of the Closing, in form and substance satisfactory to counsel for Purchaser, to the effect (i) that this Agreement has been duly and legally authorized, executed and delivered by the Sellers and is the valid, enforceable and binding Agreement on the Sellers, except to the extent enforceability may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditor's rights generally, (ii) those permits and licenses issued by the DEP listed on Schedule 1.9(g) attached hereto and incorporated herein by reference are valid, have been duly issued and are in full force and effect, and (iii) the Company is a business corporation duly organized, validly existing and in a condition of good standing under the laws of the Commonwealth of Pennsylvania, and is authorized to do business therein. (h) The books and records of the Company, including, without limitation, all original financial and operating records, the corporate minute book, the corporate stock ledgers and title documents. (i) A Special Warranty Deed to the Property from the Partnership to the Company (the "Deed"), subject only to those title exceptions permitted under Section 2.2 hereof (the "Permitted Exceptions"); (j) Actual and physical possession of the Property, free and clear of any and all Encumbrances leases, tenancies and a notice in accordance with Section 4-10 occupancies or claims therefor of any nature whatsoever, excepting only the "Permitted Exceptions" (hereinafter defined) and the rights of the Norwegian Companies Act; (b) deliver to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law); (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing DateCompany. (fk) deliver to Purchaser an opinion or opinions of counsel for SellersA termination document, in form and substance reasonably satisfactory to the Purchaser, relating to terminating the Warranties set forth in Sections 5.1 "Shareholder's Agreement" (hereinafter defined) and 5.2 below;the rights and obligations of all parties thereto. (gl) to A Certification executed by the extent in the possession Sellers regarding their ownership of the Sellers or any of their Affiliates (Company Shares and certain other than any matters concerning the receipt of the Acquired Companies), Consideration Stock and Warrants under Rule 505 promulgated under the originals Securities Act of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellers1933.

Deliveries by Sellers. At 2.1.1 Each Stockholder hereby delivers to the ClosingPurchaser: (i) the share certificate(s) representing all the outstanding shares of Class B Common Stock owned of record and/or beneficially by such Stockholder; (ii) stock power and assignment certificate(s) in the form of Exhibit B hereto, Sellers shall duly executed by such Stockholder and transferring title to the Purchaser of all Shares owned of record and/or beneficially by such Stockholder; (or shall cause its Affiliates toiii) take each a certificate in the form of Exhibit C hereto, duly executed by such Stockholder and acknowledging receipt from the Purchaser of the following actions: (a) deliver entire Purchase Amount payable to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act; (b) deliver to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law); (c) deliver to Purchaser written resignationsStockholder hereunder and, in the agreed formcase of documents held in escrow by Fenwick & West LLP, by each retiring board director authorizing delivery of such documents and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the certificates for such Shares from the Sellers to the Purchaser; andand (iv) a copy of this Agreement duly executed by such Stockholder. 2.1.2 Mr. Xxxx xxxeby (ei) deliver delivers to the Company an executed "Stock Option Exercise Agreement" as required pursuant to the terms of the Option (the "STOCK OPTION EXERCISE AGREEMENT") and (ii) directs the Company to issue and hold in escrow the shares certificate(s) representing all of Mr. Xxxx'x Xxxres of Class A Common Stock for delivery to the Purchaser pursuant to the next sentence of this section. Mr. Xxxx xxxeby delivers to the Purchaser: (i) a copy of the executed Stock Option Exercise Agreement, (ii) the share certificate(s) representing all of Mr. Xxxx'x Xxxres of Class A Common Stock, (iii) a duly executed stock power and assignment in the form of Exhibit B hereto transferring title to the Purchaser of all Mr. Xxxx'x Xxxss A Common Stock, (iv) a certificate in the form of Exhibit C hereto, duly signed executed by Mr. Xxxx, xxd (v) a copy of this Agreement duly executed by Mr. Xxxx. Xx. Xxxx, xxe Company and the Purchaser agree that (i) Mr. Xxxx'x xxxrcise of the Option will result in ordinary compensation wages type income for Mr. Xxxx xxxal to the difference between the fair market value of the Class A Common Stock shares received upon the exercise and the exercise price paid by Mr. Xxxx; (xi) pursuant to section 5.4 of the Option, Mr. Xxxx xxxl be responsible for any and all withholding taxes applicable to the compensation income to be reported by Mr. Xxxx; (xii) the exercise price payable by Mr. Xxxx xxxer the Stock Option Exercise Agreement in the total amount of $1,350,000 (the "EXERCISE PRICE") shall be paid to the Company by the Sellers, following due inquiries with Purchaser on behalf of Mr. Xxxx; xxd (iv) any and assurances from all withholding taxes applicable to the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as compensation income to be reported by Mr. Xxxx xx a result of the Closing Date. (f) deliver to Purchaser an opinion or opinions exercise of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating the Option shall be paid to the Warranties Company by the Purchaser on behalf of Mr. Xxxx. Xx respect of the amounts to be paid to the Company by the Purchaser on behalf of Mr. Xxxx, xxth the agreement of the Purchaser and Mr. Xxxx, xxe amount set forth in Sections 5.1 and 5.2 below; (g) opposite Mr. Xxxx'x xxxe on Exhibit A is equal to the extent gross amount payable by Purchaser to Mr. Xxxx xxx the purchase and sale of all of Mr. Xxxx'x Xxxres of Class A Common Stock in the possession amount of $10,104,300 less a deduction, offset and credit in favor of the Sellers or any of their Affiliates (other than any Purchaser equal to the amount of the Acquired Companies), Exercise Price plus the originals amount of any land certificates, charge certificates, leases, title deeds and other documents related $3,103,309.35 for withholding taxes applicable to the real property of the Acquired Companies, as well as, compensation income to the extent be reported by Mr. Xxxx xxxcribed in the possession of the Sellers or any of their Affiliates immediately preceding clause (other than any of the Acquired Companiesiv), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellers.

Deliveries by Sellers. At the Closing, Sellers shall (will deliver, or shall cause its Affiliates to) take each of to be delivered, the following actionsto Buyer: (a) deliver to Purchaser the original share register (“aksjeeierbok”) The Xxxx of the Company with the Purchaser Sale, duly registered executed by Sellers, as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Actappropriate; (b) deliver Copies of any and all governmental and other third party consents, waivers or approvals required with respect to Purchaser certified copies the transfer of the share registers Purchased Assets, or the share certificates, as consummation of the case may be, representing all shares owned transactions contemplated by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)this Agreement; (c) deliver to Purchaser written resignations, in the agreed form, The opinions of counsel and officer's certificates contemplated by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorSection 7.1; (d) deliver One or more bargain and sale deeds with covenants against grantors acts, conveying the Real Property to Purchaser Buyer, in a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers form reasonably satisfactory to the Purchaser; andParties (including environmental disclosure required by law and any provisions regarding grantors covenants necessary to conform them to the terms hereof), duly executed and acknowledged by Sellers, as appropriate, and in recordable form; (e) deliver to Purchaser a certificate The Assignment and Assumption Agreement and any Ancillary Agreements which are not executed on the date hereof, duly signed executed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date.appropriate; (f) deliver to Purchaser an opinion or opinions of counsel for SellersA FIRPTA Affidavit, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 belowduly executed by JCP&L ; (g) Copies, certified by the Secretary or Assistant Secretary of Sellers, of corporate resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by Sellers in connection herewith, and the consummation of the transactions contemplated hereby; (h) A certificate of the Secretary or Assistant Secretary of each Seller identifying the name and title and bearing the signatures of the officers of such Seller authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (i) Certificates of Good Standing with respect to Sellers, issued by the Secretary of the State of Sellers' state of incorporation; (j) Tax clearance certificates for each jurisdiction identified on Schedule 4.16; (k) To the extent available, originals of all Sellers' Agreements, Real Property Leases, Permits, Environmental Permits, and Transferable Permits and, if not available, true and correct copies thereof, together with the items referred to in Section 2.1(g); (l) All such other instruments of assignment, transfer or conveyance as shall, in the 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; (m) Notices, signed by Sellers, to all other parties to the extent in Sellers' Agreements listed under Schedule 4.12(a) where notice to such parties is required under the possession terms of such Sellers' Agreements or pursuant to Section 6.5(d) hereof; (n) Reliance letters from Xxxxxxxx & Xxxxx with respect to the Environmental Reports prepared by Xxxxxxxx & Xxxxx concerning the Purchased Assets and made available for review by Buyer; (o) The assets of the Sellers or any of their Affiliates (other than any of the Acquired CompaniesDecommissioning Trust Funds to be transferred pursuant to Section 6.12(b), shall be delivered to Buyer (or to the originals Trustee of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companiestrust specified by Buyer), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (hp) subject Such other agreements, documents, instruments and writings, including without limitation the Transferring Employee Records, as are required to Section 11.1.2(b), all elements of be delivered by Sellers at or prior to the Data Room remaining Closing Date pursuant to this Agreement or otherwise reasonably required in the possession or control of counsel to Sellersconnection herewith.

Deliveries by Sellers. At Subject to the fulfillment or waiver of the conditions set forth in Section 9(b), at Closing, Sellers shall (deliver, or shall cause its Affiliates to) take each of to be delivered, to Buyer the following actions:(the "SELLERS' CLOSING DOCUMENTS"): (ai) deliver to Purchaser the original share register (“aksjeeierbok”) Bill of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies ActSale; (bii) deliver to Purchaser certified copies a Power of Attorney in favor of Buyer in substantially the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)form of Exhibit C attached hereto; (ciii) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy certification of the minutes secretary of each Seller, dated the Closing Date, (A) attaching resolutions of the board of directors of such Seller in connection with the Company containing the unconditional authorization and approval of the transfer execution, delivery and performance by such Seller of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties this Agreement and the Title Transaction Documents to which such Seller is a party, certified as being in full force and Capacity Warranties are true and accurate in all material respects effect as of the Closing Date., and, if the transactions contemplated hereby require the approval of the shareholders of such Seller, attaching the written consent of such shareholders; (B) setting forth the incumbency of the officers of such Seller who have executed and delivered this Agreement and each of the Transaction Documents to which such Seller is a party, including therein a signature specimen of each such officer and (C) attaching certificates, certificates, dated as of the Closing Date or within three (3) Business Days prior to the Closing Date, executed by the proper official in each jurisdiction, as to the good standing of each Seller in its state of incorporation and in each jurisdiction in which the character of the Acquired Assets owned by such Seller or the nature of the Business conducted by such Seller requires that such Seller be qualified as a foreign corporation; (fiv) an executed consent of Toronto Dominion (Texas), Inc., TD Securities (USA) Inc., as agent under the Toronto Dominion Credit Agreement to the transactions contemplated hereby in form and substance acceptable to Buyer in its sole discretion; (v) executed UCC termination statements of all Liens with respect to the Acquired Assets (other than Permitted Encumbrances) (vi) all written consents which are required under any contract or agreement being assigned to Buyer hereunder; provided, however, that as to any such contract or agreement the assignment of which by its terms requires prior consent of any of the parties thereto, if such consent is not obtained prior to or on the Closing Date, Sellers shall deliver to Purchaser Buyer written documentation setting forth arrangements for the transfer of the economic benefit of such contracts or agreements to Buyer as of the Closing Date under terms and conditions acceptable to Buyer; (vii) an opinion executed sublease or opinions of counsel for Sellersother arrangement leasing the facilities listed on, and upon the terms set forth on, Exhibit D to Buyer, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 Buyer and 5.2 below; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partySellers; and (hviii) subject to Section 11.1.2(b)such other endorsements, all elements of the Data Room remaining in the possession assignments and instruments as are contemplated by this Agreement or control of as are reasonably deemed necessary by Buyer or Buyer's legal counsel to Sellersconsummate the sale transactions, duly executed by Sellers as appropriate.

Deliveries by Sellers. At the Closing, Sellers shall (will deliver or shall cause its Affiliates to) take each of to be delivered at the following actionsClosing to Purchaser: (a) deliver to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4Sellers' Bring-10 of the Norwegian Companies ActDown Certificate; (b) deliver a legal opinion of Xxxxx & Stant, P.C., counsel to Purchaser certified copies of Sellers', the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company and MMP substantially in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law)form attached as Exhibit E hereto; (c) deliver a legal opinion of counsel to Purchaser written resignations, the FCC Licensee Entities in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position form attached hereto as board director or deputy board directorExhibit F; (d) deliver to Purchaser a certified copy stock certificates evidencing the Stock, together with stock powers, dated as of the minutes Closing Date and executed by the respective Sellers, transferring the Stock to Purchaser; (e) the original corporate minute books, stock registry and seal of each of the board Company; (f) a certificate as to the existence of the Company issued by the Secretary of the State Corporation Commission of the Commonwealth of Virginia dated not more than five (5) Business Days before the Closing Date; (g) a certificate as to the existence and good standing of MMP issued by the Secretary of the State Corporation Commission of the Commonwealth of Virginia not more than five (5) Business Days before the Closing Date and certificates issued by the appropriate governmental authorities in each jurisdiction in which MMP is qualified to do business and a certificate as to the existence for each of the FCC Licensee Entities of the Secretary of the State Corporation Commission of the Commonwealth of Virginia dated not more than five (5) Business Days before the Closing Date; (h) receipt for Purchase Price; (i) resignations of each of the officers and directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects effective as of the Closing Date.; (fj) deliver the certificate(s) required by Section 8.6; (k) a copy of any instrument evidencing any consents received; (l) the Indemnification Escrow Agreement duly executed by Sellers and Sellers' Agent; (m) a copy of any instrument evidencing any consent received, including, but not limited to, estoppel certificates from MMP's landlords with respect to Purchaser an opinion or opinions of counsel for Sellers, the Real Property; (n) RESERVED; (o) the Estimate Certificate; (p) the employee releases with respect to the VARS and Incentive Agreements duly executed by each employee to such Agreements; (q) the amendments to the LMAs in a form and substance reasonably satisfactory to Purchaser, relating to Purchaser duly executed by the Warranties set forth in Sections 5.1 and 5.2 below; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companiesnecessary parties thereto as contemplated by Section 9.3(w), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (hr) subject evidence reasonably satisfactory to Section 11.1.2(b), all elements Purchaser that the Limited Partnership Agreements of the Data Room remaining FCC Licensee Entities have been amended, and that sufficient actions have been taken by or with respect to MMP, to require allocation of items of income, gain, loss, deduction and credit with respect to transferred interests in the possession or control FCC Licensee Entities and MMP based on the interim closing of counsel the books method authorized by Code Section 706 and the regulations promulgated thereunder; (s) release and indemnity agreements property executed by MTC and the shareholders of MTC in a form reasonably satisfactory to SellersPurchaser releasing MMP from all liabilities for Taxes of such persons under certain Assignment and Assumption Agreements dated as of January 1, 1996, and indemnifying and holding harmless MMP from and against all such liabilities; and (t) such other documents as Purchaser shall reasonably request.

Deliveries by Sellers. At the Closing, Sellers shall (deliver or shall cause its Affiliates to) take each of to be delivered to Buyer the following actionsfollowing: (a) deliver to Purchaser the original share register (“aksjeeierbok”officer's certificates contemplated by Sections 6.3(a) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act6.3(b); (b) deliver to Purchaser certified copies of the share registers resolutions duly adopted by the board of directors or board of managers of each Seller authorizing and approving the share certificatesexecution and delivery of this Agreement and the consummation of the Contemplated Transactions, certified as true and in full force and effect as of the case may be, representing all shares owned Closing Date by any Acquired Company in the Acquired Companies other than the Company (provided appropriate officers or managers of such share certificates should have been issued according to applicable law)Seller; (c) deliver to Purchaser written resignationscertificates of incumbency for the respective officers or managers of each Seller executing this Agreement and other Closing documents, in dated as of the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorClosing Date; (d) deliver to Purchaser a certified copy the Bill of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the PurchaserSale duly executed by each Seller; and (e) deliver to Purchaser a certificate duly signed each of the Deeds dxxx executed by the Sellers, following due inquiries appropriate Seller together with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date.any necessary transfer declarations or other filings; (f) deliver each of the Intangible Property License Agreements and the Gasboy/MSI Intangible Property Instruments duly executed by the appropriate Sellers; (g) the Transition Supply Agreement for the provision by Sellers to Purchaser an opinion or opinions Buyer of counsel for the services listed on Schedule 2.2(g), to be negotiated in good faith by Sellers and Buyer prior to the Closing (the "Transition Supply Agreement"), in form reasonably satisfactory to Buyer, duly executed by the appropriate Sellers; (h) except to the extent obviated by the Sale Order, copies of all required consents, approvals and authorizations, in form and substance reasonably satisfactory to PurchaserBuyer, relating to the Warranties Contemplated Transactions from the other parties to the material Assumed Contracts (including the consents specified on Schedule 3.5) and to the extent necessary to validly assign to Buyer the Intangible Properties; (i) copies of the releases of Parent's lenders permitting (i) the sale by TG Canada of its assets pursuant to this Agreement and (ii) the entering into of the Intangible Property License Agreements and the Gasboy/MSI Intangible Property Instruments; (j) evidence reasonably satisfactory to Buyer of compliance with the notice provisions set forth in Sections 5.1 the Bidding Procedures Order and 5.2 belowthe Sale Order; (gk) certificates of each Seller transferring real property of such Seller's non-foreign status as provided in Treasury Regulation Section 1.1445-2(b); (l) a certificate of good standing (to the extent the concept of good standing is recognized in the possession such jurisdiction) as of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyrecent date for TG Canada; and (hm) subject such other duly executed documents, instruments and certificates as may be necessary or appropriate to Section 11.1.2(b), all elements be delivered by Sellers pursuant to the terms of the Data Room remaining in the possession or control of counsel to Sellersthis Agreement.

Deliveries by Sellers. At the Closing, Sellers shall (deliver or shall cause its Affiliates to) take each of to be delivered to Buyer the following actionsfollowing: (a) deliver to Purchaser the original share register (“aksjeeierbok”officer's certificates contemplated by Sections 6.3(a) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act6.3(b); (b) deliver to Purchaser certified copies of the share registers resolutions duly adopted by the board of directors or board of managers of each Seller authorizing and approving the share certificatesexecution and delivery of this Agreement and the consummation of the Contemplated Transactions, certified as true and in full force and effect as of the case may be, representing all shares owned Closing Date by any Acquired Company in the Acquired Companies other than the Company (provided appropriate officers or managers of such share certificates should have been issued according to applicable law)Seller; (c) deliver to Purchaser written resignationscertificates of incumbency for the respective officers or managers of each Seller executing this Agreement and other Closing documents, in dated as of the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board directorClosing Date; (d) deliver to Purchaser a certified copy the Xxxx of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; andSale duly executed by each Seller; (e) deliver to Purchaser a certificate each of the Deeds duly signed executed by the Sellers, following due inquiries appropriate Seller together with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date.any necessary transfer declarations or other filings; (f) deliver each of the Intangible Property License Agreements and the Gasboy/MSI Intangible Property Instruments duly executed by the appropriate Sellers; (g) the Transition Supply Agreement for the provision by Sellers to Purchaser an opinion or opinions Buyer of counsel for the services listed on Schedule 2.2(g), to be negotiated in good faith by Sellers and Buyer prior to the Closing (the "Transition Supply Agreement"), in form reasonably satisfactory to Buyer, duly executed by the appropriate Sellers; (h) except to the extent obviated by the Sale Order, copies of all required consents, approvals and authorizations, in form and substance reasonably satisfactory to PurchaserBuyer, relating to the Warranties Contemplated Transactions from the other parties to the material Assumed Contracts (including the consents specified on Schedule 3.5) and to the extent necessary to validly assign to Buyer the Intangible Properties; (i) copies of the releases of Parent's lenders permitting (i) the sale by TG Canada of its assets pursuant to this Agreement and (ii) the entering into of the Intangible Property License Agreements and the Gasboy/MSI Intangible Property Instruments; (j) evidence reasonably satisfactory to Buyer of compliance with the notice provisions set forth in Sections 5.1 the Bidding Procedures Order and 5.2 belowthe Sale Order; (gk) certificates of each Seller transferring real property of such Seller's non-foreign status as provided in Treasury Regulation Section 1.1445-2(b); (l) a certificate of good standing (to the extent the concept of good standing is recognized in the possession such jurisdiction) as of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a partyrecent date for TG Canada; and (hm) subject such other duly executed documents, instruments and certificates as may be necessary or appropriate to Section 11.1.2(b), all elements be delivered by Sellers pursuant to the terms of the Data Room remaining in the possession or control of counsel to Sellersthis Agreement.