Common use of Deliveries by Sellers Clause in Contracts

Deliveries by Sellers. At the Closing, Sellers will deliver or cause to be delivered to Buyers the following: (a) appropriate instruments of assignment and transfer duly executed by Equity Seller, evidencing the transfer of the Membership Interests to Equity Buyer; (b) a Transition Services Agreement related to United States operations, in the form attached hereto as Exhibit D (the “Transition Services Agreement - US”), duly executed by Equity Seller and the Company; (c) a Transition Services Agreement related to Canadian operations, in the form attached hereto as Exhibit E (the “Transition Services Agreement - Canada”), duly executed by Asset Seller; (d) a Call Center Agreement, in the form attached hereto as Exhibit F (the “Call Center Agreement”), duly executed by Equity Seller and the Company; (e) a Lease Assignment Agreement, assigning the Leased Real Property set forth on Schedule 6.2(g) to the Company, duly executed by Equity Seller and the Company; (f) the consents listed on Schedule 3.5(b)(i), in a form and substance satisfactory to Equity Buyer; (g) an affidavit stating that under penalties of perjury Equity Seller is not a foreign person or a U.S. real property holding corporation within the definition of Section 897(c)(2) of the Code, pursuant to Treasury Regulation Section 1.1445-2(c)(3), and, if withholding is determined, pursuant to Section 2.8, to be required, a complete and accurate IRS Form W-9 identifying Equity Seller’s U.S. taxpayer identification number, each duly executed by Equity Seller; (h) certified copies of the resolutions adopted by the board of directors of Sellers authorizing the execution and delivery of this Agreement and the other Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby; (i) a certificate of the Secretary of State or other appropriate official of its jurisdiction of incorporation to the effect that the Company and SSI is in good standing (or the equivalent thereof) in such jurisdiction; (j) a xxxx of sale and assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by Asset Seller, transferring the tangible personal property included in the Transferred Assets to Asset Buyer and effecting the assignment to and assumption by Asset Buyer of the Transferred Assets and the Assumed Liabilities; and (k) joint written instructions in accordance with section 3(a)(i) of the Escrow Agreement, duly executed by the Equity Seller.

Deliveries by Sellers. At the Closing, Sellers will deliver or cause to be delivered to Buyers the followingPurchaser: (a) appropriate instruments the General Assignments and Bills of assignment and transfer Sale for the Purchased Assets, each duly executed by Equity the applicable Seller, evidencing the transfer of the Membership Interests to Equity Buyer; (b) a Transition Services Agreement related to United States operationsthe Lease Assignment and Assumption Agreements for the assumed Leases and Purchased Leased Real Property, in the form attached hereto as Exhibit D (the “Transition Services Agreement - US”), each duly executed by Equity Seller and the Companyapplicable Seller; (c) a Transition Services Agreement related to Canadian operationsthe Contracts Assignment and Assumption Agreements for the assumed Contracts, in the form attached hereto as Exhibit E (the “Transition Services Agreement - Canada”), each duly executed by Asset the applicable Seller; (d) special warranty or limited warranty deeds (or similar deeds to convey title with warranties limited only to grantor’s acts in a Call Center Agreement, particular jurisdiction where the Owned Real Property is located) to the Owned Real Property in the form attached hereto as Exhibit F (the “Call Center Agreement”)recordable form, duly executed by Equity Seller and the Companyapplicable Seller; (e) a Lease Assignment Agreement, assigning the Leased Real Property set forth on Schedule 6.2(g) to the Company, all documents of title and instruments of conveyance (duly executed by Equity Seller the applicable Seller) necessary to transfer record and/or beneficial ownership to Purchaser of all automobiles, trucks and trailers owned by Sellers (and any other Purchased Assets owned by Sellers which require execution, endorsement and/or delivery of a document in order to vest record or beneficial ownership thereof in Purchaser) which are included in the CompanyPurchased Assets; (f) the consents listed on Schedule 3.5(b)(iofficers certificate required to be delivered pursuant to Sections 9.1(a) and 9.1(b), in a form and substance satisfactory to Equity Buyer;; and (g) an affidavit stating that under penalties all other deeds, endorsements, assignments, company seals, instruments of perjury Equity Seller is not a foreign person transfer and other instruments of conveyance reasonably requested by Purchaser or a U.S. real property holding corporation within required to convey and assign the definition Purchased Assets to Purchaser and vest title therein in Purchaser free and clear of Section 897(c)(2) of the Code, pursuant to Treasury Regulation Section 1.1445-2(c)(3), and, if withholding is determined, pursuant to Section 2.8, to be required, a complete and accurate IRS Form W-9 identifying Equity Seller’s U.S. taxpayer identification number, each duly executed by Equity Seller; all Liens (h) certified copies of the resolutions adopted other than those released by the board of directors of Sellers authorizing the execution Sale Order, those created by Purchaser and delivery of this Agreement and the other Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby; (i) a certificate of the Secretary of State or other appropriate official of its jurisdiction of incorporation to the effect that the Company and SSI is in good standing (or the equivalent thereof) in such jurisdiction; (j) a xxxx of sale and assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”Transferred Exceptions), duly executed by Asset Seller, transferring the tangible personal property included in the Transferred Assets to Asset Buyer and effecting the assignment to and assumption by Asset Buyer of the Transferred Assets and the Assumed Liabilities; and (k) joint written instructions in accordance with section 3(a)(i) of the Escrow Agreement, duly executed by the Equity Seller.

Deliveries by Sellers. At the Closing, Sellers will shall deliver or cause to be delivered to Buyers Purchaser (unless delivered previously) the following: : a xxxx of sale (athe "Xxxx of Sale") appropriate instruments of assignment and transfer duly executed by Equity Seller, evidencing for the transfer of the Membership Interests to Equity Buyer; (b) a Transition Services Agreement related to United States operationsAcquired Assets, in the form attached hereto as Exhibit D D, executed by Sellers; an assumption agreement (the “Transition Services Agreement - US”), duly executed by Equity Seller and "Assumption Agreement") for the Company; (c) a Transition Services Agreement related to Canadian operationsAssumed Liabilities, in the form attached hereto as Exhibit E E, executed by Sellers; assignments and assumptions of lease (the “"Lease Assignments") with respect to the Leased Realty, each in the respective form attached hereto as Exhibit F, executed by the appropriate Sellers; provided, however, that in the event that any landlord under any of the Leases objects to giving the Certification (as defined in the Lease Assignments), Purchaser hereby waives the requirement to obtain such Certification and Sellers are hereby authorized to unilaterally modify the Lease Assignments to remove solely those provisions relating to the Certification, and the Lease Assignments, as so modified, shall be deemed satisfactory in form and substance for all purposes of this Agreement; a transition services agreement (the "Transition Services Agreement - Canada”Agreement"), duly executed by Asset Seller; (d) a Call Center Agreement, in the form attached hereto as Exhibit F (G, with respect to transitional services to be provided to the “Call Center Agreement”)Purchaser by MyTravel Canada, duly executed by Equity Seller MyTravel Canada; such trademark assignments and the Company; (e) a Lease Assignment Agreement, assigning the Leased Real Property set forth on Schedule 6.2(g) domain name assignments to the Companyextent necessary (collectively, duly executed by Equity Seller and the Company; (f) the consents listed on Schedule 3.5(b)(i"Intellectual Property Assignments"), in a form and substance satisfactory to Equity Buyer; (g) an affidavit stating that under penalties of perjury Equity Seller is not a foreign person or a U.S. real property holding corporation within the definition of Section 897(c)(2) of the Code, pursuant to Treasury Regulation Section 1.1445-2(c)(3), and, if withholding is determined, pursuant to Section 2.8, to be required, a complete and accurate IRS Form W-9 identifying Equity Seller’s U.S. taxpayer identification number, each duly executed by Equity Seller; (h) certified copies of the resolutions adopted by the board of directors of Sellers authorizing the execution and delivery of this Agreement and the other Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby; (i) a certificate of the Secretary of State or other appropriate official of its jurisdiction of incorporation to the effect that the Company and SSI is in good standing (or the equivalent thereof) in such jurisdiction; (j) a xxxx of sale and assignment and assumption agreement case in the form forms attached hereto as Exhibit C (the “Assignment and Assumption Agreement”)H, duly executed by Asset Seller, transferring the tangible personal property included in the Transferred Assets to Asset Buyer and effecting the assignment to and assumption by Asset Buyer of the Transferred Assets and the Assumed Liabilities; and (k) joint written instructions in accordance with section 3(a)(i) of the Escrow Agreement, duly executed by the Equity Sellerapplicable Sellers; the Purchase Agreement Supplement, executed by MyTravel Canada, and the Pledge Agreement, executed by Sellers; and all such other agreements, assignments, endorsements and instruments of transfer (collectively, the "Other Conveyance Documents") as are reasonably necessary or appropriate to carry out the intent of this Agreement, each executed by Sellers.

Deliveries by Sellers. At the Closing, Sellers will shall deliver or cause procure delivery to be delivered to Buyers the followingPurchasers of: (a) appropriate instruments of assignment and transfer duly executed a certificate signed by Equity each Seller, evidencing dated the transfer date of the Membership Interests Closing Date, (in form and substance reasonably satisfactory to Equity BuyerPurchasers) certifying that the conditions specified in Section 7.1 and Section 7.2 have been satisfied as of the Closing; (b) a Transition Services Agreement related copies of all third-party approvals and governmental approvals received pursuant to United States operations, in the form attached hereto as Exhibit D (the “Transition Services Agreement - US”Section 6.1(a) and evidence of antitrust clearances and consents pursuant to Section 6.1(b), duly executed by Equity Seller and the Company; (c) a Transition Services Agreement related copies of all third-party and government approvals required pursuant to Canadian operations, in the form attached hereto as Exhibit E (the “Transition Services Agreement - Canada”Section 7.2(g), duly executed by Asset Seller; (d) a Call Center Agreement, in the form attached hereto as Exhibit F (the “Call Center Agreement”), duly executed by Equity Seller and the Company; (e) a Lease Assignment Agreement, assigning the Leased Real Property set forth on Schedule 6.2(g) to the Company, duly executed by Equity Seller and the Company; (f) the consents listed on Schedule 3.5(b)(i), in a form and substance satisfactory to Equity Buyer; (g) an affidavit stating that under penalties of perjury Equity Seller is not a foreign person or a U.S. real property holding corporation within the definition of Section 897(c)(2) of the Code, pursuant to Treasury Regulation Section 1.1445-2(c)(3), and, if withholding is determined, pursuant to Section 2.8, to be required, a complete and accurate IRS Form W-9 identifying Equity Seller’s U.S. taxpayer identification number, each duly executed by Equity Seller; (h) certified copies of the resolutions adopted by of the board of directors of Sellers each Seller authorizing the execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents to which such Seller is a party agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (ie) a certificate of the Secretary of State or other appropriate official of its jurisdiction of incorporation originals (or, to the effect that the Company and SSI is in good standing extent originals are not available, copies) of all Assumed Executory Contracts (together with all amendments, supplements or the equivalent thereof) in such jurisdictionmodifications thereto); (jf) a xxxx physical possession of sale all of the Acquired Assets capable of passing by delivery with the intent that title in such Acquired Assets shall pass by and assignment and assumption agreement upon delivery; (g) one or more bills of sale, in the form attached hereto as Exhibit C D (collectively, the “Bills of Sale”), conveying in the aggregate all of the owned personal property of Sellers included in the Acquired Assets, duly executed by Sellers; (h) one or more assignments and assumptions of the Assumed Obligations, in the form attached hereto as Exhibit E (collectively, the “Assignment and Assumption AgreementAssumption”), duly executed by Asset the relevant Seller or Sellers; (i) duly executed Intellectual Property assignments (collectively, the “Intellectual Property Assignments”) in the forms attached hereto as Exhibit F each in recordable form to the extent necessary to assign such rights; (j) one or more instruments of transfer evidencing the transfer of securities of CAPL from X.X. Xxxxxx Xx. to the Foreign Purchaser; (k) one or more instruments of transfer evidencing the transfer of equity securities or other ownership interest of any Foreign Subsidiary held by any natural person to the Person(s) designated by Foreign Purchaser; (l) other than with respect to CAPL, in respect of the securities of Foreign Subsidiaries being acquired pursuant to Section 2.1(b), transfers of all the shares duly executed by the registered holders in favor of the Foreign Purchaser or as it may direct accompanied by the relevant share certificates (or an express indemnity in a form reasonably satisfactory to Purchasers in the case of any certificate found to be missing) and any power of attorney under which any transfer is executed on behalf of the Company or nominee, together with (i) irrevocable powers of attorney (in such form as Purchasers may reasonably require) executed by each of the holders of the shares in favor of the Foreign Purchaser or as it may direct to enable the attorney (pending registration of the relevant transfers) to exercise all voting and other rights attaching to the shares and to appoint proxies for this purpose and (ii) a copy of a signed board resolution of each such Foreign Subsidiary in which the registration of the share transfers referred to above (subject, in the case of Chesapeake U.K. Holdings Limited, only their being duly stamped) are approved and approving the resignation of officers and auditors, change of registered office, change of bankers or change of fiscal year end, in each case as required by the Foreign Purchaser; (m) in respect of the securities of CAPL being acquired pursuant to Section 2.1(b), instruments of transfers and bought sold notes (“Transfer Documents”) of all the shares duly executed by the holders in favor of the Foreign Purchaser or its designee, accompanied by the relevant share certificates (or an express indemnity in a form reasonably satisfactory to the Purchasers in the case of any certificate found to be missing) and any power of attorney under which any Transfer Document is executed on behalf of such holders, together with (i) irrevocable powers of attorney (in such form as the Purchasers may reasonably require) executed by each of the holders of the shares in favor of the Foreign Purchaser or as it may direct to enable the attorney (pending registration of the relevant transfers) to exercise all voting and other rights attaching to the shares and to appoint proxies for this purpose and (ii) a copy of a signed board resolution of CAPL in which the registration of the share transfers referred to above (subject only to the Transfer Documents being duly stamped) are approved and approving the resignation of officers and auditors, change of registered office, change of bankers or change of fiscal year end, in each case as required by the Foreign Purchaser; (n) resignations of any officers or directors of the Foreign Subsidiaries requested by Purchasers; (o) an affidavit from each Seller, transferring sworn under penalty of perjury and dated as of the tangible personal property included 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; (p) quitclaim deeds (as may be applicable) with respect to each Acquired Owned Real Property, in form and substance reasonably satisfactory to Purchasers; (q) certificates of title and title transfer documents to all titled motor vehicles of Sellers; (r) an assignment and assumption agreement with respect to Sellers’ Permits and warranties in form and substance reasonably acceptable to Purchasers, whereby Sellers shall assign to the applicable Purchaser all of their respective rights in and to any Permits and warranties relating (directly or indirectly) to the Acquired Assets or the Business, to the extent such Permits and warranties are assignable; (s) all the Books and Records; (t) such other instruments, in form and substance, reasonably satisfactory to Purchasers and their counsel, as are necessary to vest in the Transferred applicable Purchaser good and marketable title in and to the Acquired Assets in accordance with the provisions hereof; (u) such documentation as may be necessary to Asset Buyer and effecting change the assignment authorized signatories on any bank accounts or powers of attorney relating (directly or indirectly) to and assumption by Asset Buyer the Acquired Assets or the Business; (v) a certified copy of the Transferred Assets Sale Order, in recordable form, for each Acquired Owned Real Property and the each Assumed LiabilitiesLeased Facility; (w) a duly executed Transition Services Agreement; and (kx) joint written instructions in accordance with section 3(a)(i) of such other documents or instruments as are required to be delivered by any Seller at the Escrow Agreement, duly executed by Closing pursuant to the Equity Sellerterms hereof or that any Purchaser reasonably requests prior to the Closing Date to effect the transactions contemplated hereby.

Deliveries by Sellers. At the Closing, Sellers will deliver shall deliver, or cause to be delivered by their Affiliates, to Buyers Buyer the following: (a) appropriate instruments of assignment and transfer duly executed by Equity Seller, evidencing the transfer of the Membership Interests to Equity Buyer; (b) a Transition Services Agreement related the certificate by officers of Sellers required to United States operations, in the form attached hereto as Exhibit D (the “Transition Services Agreement - US”be delivered pursuant to Section 8.3(c), duly executed by Equity Seller and the Company; (c) a Transition Services certificate, signed by an authorized officer of each of Sellers, certifying (i) the due organization and good standing of Sellers, (ii) the corporate resolutions of Sellers authorizing the transactions contemplated by this Agreement, and (iii) the incumbency of officers of the Sellers executing this Agreement related to Canadian operationsand the other agreements, in instruments or certificates delivered upon the form attached hereto as Exhibit E (the “Transition Services Agreement - Canada”), duly executed by Asset SellerClosing; (d) a Call Center Agreementthe stock books, in stock ledgers, minute books and corporate seals of each of the form attached hereto as Exhibit F (the “Call Center Agreement”), duly executed by Equity Seller and the CompanyCompanies; (e) a Lease Assignment Agreement, assigning the Leased Real Property set forth on Schedule 6.2(g) to the CompanyTransition Services Agreements, duly executed by Equity Seller and the CompanyAHP or one of its Affiliates; (f) the consents listed on Schedule 3.5(b)(i)bills of sale, deeds and any other appropriate instruments of sale and conveyance, in a form and substance satisfactory reasonably acceptable to Equity Buyer; (g) an affidavit stating that , transferring under penalties of perjury Equity Seller is not a foreign person or a U.S. Applicable Laws all real property holding corporation within the definition of Section 897(c)(2) of the Code, pursuant to Treasury Regulation Section 1.1445-2(c)(3), and, if withholding is determined, pursuant to Section 2.8, to be required, a complete and accurate IRS Form W-9 identifying Equity Seller’s U.S. taxpayer identification number, each duly executed by Equity Seller; (h) certified copies of the resolutions adopted by the board of directors of Sellers authorizing the execution and delivery of this Agreement and the other Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby; (i) a certificate of the Secretary of State or other appropriate official of its jurisdiction of incorporation to the effect that the Company and SSI is in good standing (or the equivalent thereof) in such jurisdiction; (j) a xxxx of sale and assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by Asset Seller, transferring the tangible personal property included in the Transferred Assets to Asset Buyer and effecting the assignment to and assumption by Asset Buyer of the Transferred Assets and the Assumed Liabilities; andor its Affiliates; (kg) joint written instructions in accordance with section 3(a)(i) of the Escrow Patent and Data Rights Agreement, duly executed by AHP; (h) bills of sale, assignments and any other appropriate instruments of sale and conveyance, in form and substance reasonably acceptable to Buyer, transferring under Applicable Laws all Intellectual Property to Buyer or its Affiliates (it being understood and agreed that Buyer, at its own expense shall prepare any and all individual assignment documents required in the Equity respective countries and record them in Buyer's discretion, to the extent not required by Applicable Law, in the national patent and trademark and other government offices, as applicable); (i) 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; (j) except with respect to any loans extended to [***], 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 the Companies), duly executed by Sellers or such Affiliates, as the case may be; (k) such other instruments and documents, in form and substance reasonably acceptable to Buyer and Sellers, as may be reasonably necessary to effect the Closing; and (l) letters of resignation executed by the directors of each of the Companies and such letters executed by officers of the Companies as shall be requested by Buyer; (m) a receipt for the Purchase Price; and ---------- [***] Confidential treatment requested and the redacted material has been filed separately with the Commission. 18 14 (n) the Access Agreement, duly executed by Seller.

Deliveries by Sellers. At the Closing, Sellers will shall deliver or cause to be delivered Purchaser with respect to Buyers the followingPurchased Assets: (a) appropriate instruments of assignment and transfer a duly executed by Equity Seller, evidencing bill of sale in the transfer form of Exhibit F hereto (the Membership Interests to Equity Buyer;“Bill of (b) a Transition Services Agreement related to United States operations, in the form attached hereto as Exhibit D (the “Transition Services Agreement - US”), duly executed by Equity Seller and the Company; (c) a Transition Services Agreement related to Canadian operations, in the form attached hereto as Exhibit E (the “Transition Services Agreement - Canada”), duly executed by Asset Seller; (d) a Call Center Agreement, in the form attached hereto as Exhibit F (the “Call Center Agreement”), duly executed by Equity Seller and the Company; (e) a Lease Assignment Agreement, assigning the Leased Real Property set forth on Schedule 6.2(g) to the Company, duly executed by Equity Seller and the Company; (f) the consents listed on Schedule 3.5(b)(i), in a form and substance satisfactory to Equity Buyer; (g) an affidavit stating that under penalties of perjury Equity Seller is not a foreign person or a U.S. real property holding corporation within the definition of Section 897(c)(2) of the Code, pursuant to Treasury Regulation Section 1.1445-2(c)(3), and, if withholding is determined, pursuant to Section 2.8, to be required, a complete and accurate IRS Form W-9 identifying Equity Seller’s U.S. taxpayer identification number, each duly executed by Equity Seller; (h) certified copies of the resolutions adopted by the board of directors of Sellers authorizing the execution and delivery of this Agreement and the other Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby; (i) a certificate of the Secretary of State or other appropriate official of its jurisdiction of incorporation to the effect that the Company and SSI is in good standing (or the equivalent thereof) in such jurisdiction; (j) a xxxx of sale and general assignment and assumption agreement in the form attached hereto of Exhibit G hereto; (c) duly executed assignments of the trademark registrations and applications, patent registrations and applications, copyrights and domain names, in the form suitable for recording in the U.S. Patent and Trademark Office, substantially in the forms annexed as Exhibit C Exhibits H, I, J and K hereto, respectively, and general assignments of all other Intellectual Property; (d) duly executed special warranty deeds, as that term is commonly understood in the “Assignment and Assumption Agreement”respective jurisdictions (subject only to Permitted Exceptions), substantially in the form of Exhibit L for each of the Material Owned Real Properties, quit claim deeds, as that term is commonly understood in the respective jurisdictions, substantially in the form of Exhibit M for each of the Immaterial Owned Real Properties, a certificate in compliance with the Foreign Investment in Real Property Tax Act (“FIRPTA”) certifying that the respective Seller is not a person or entity subject to withholding under FIRPTA, a “No Mechanic’s Lien” affidavit, GAP Undertaking, and all other customary title clearance documents required by the title insurance company issuing the policies with respect to each of the Owned Real Properties and each of the Leased Real Properties for which title insurance policies are being obtained by Purchaser, including, without limitation, a survey affidavit, executed by the appropriate Seller, together with any necessary state, county or municipal transfer declarations as required by Law. (e) a duly executed by Asset Seller, transferring the tangible personal property included assignment and assumption of Contracts and Real Property Leases in the Transferred Assets form of Exhibit N hereto; (f) the officer’s certificate required to Asset Buyer be delivered pursuant to Section 10.1(c); (g) all assignments and effecting transfer instruments necessary to transfer control, ownership and signature authority of all bank accounts, lockbox accounts, securities accounts, and other accounts under the assignment to and assumption by Asset Buyer name of any Seller as of the Transferred Assets Closing Date along with a schedule of all such bank accounts, lockbox accounts, securities accounts, and the Assumed Liabilities; andother accounts with account numbers, bank name and address and other information reasonably requested by Purchaser with respect thereto; (kh) joint UCC-3 termination Statements, control agreement terminations and other release documents releasing all Liens of the agents and lenders under the DIP Credit Agreement; (i) all assignments and transfers of certificates of title and registrations for all vehicles owned by Sellers as of the Closing Date along with a schedule of all such vehicles and information reasonably requested by Purchaser with respect thereto; (j) a written instructions in accordance with section 3(a)(inotice to the Escrow Agent, executed by the Company, of the Closing pursuant to Section 3(e) of the Escrow Agreement, duly ; (k) the indemnity agreement executed by X.X. Xxxxxxx & Co., Inc. in the Equity Sellerform of Exhibit S hereto, and the executed notice to its insurance company that it is entering into the indemnity agreement. (l) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Purchaser, as may be necessary to convey the Purchased Assets to Purchaser or any of its Affiliates designated by Purchaser pursuant to Section 12.11.

Deliveries by Sellers. At the Closing, Sellers Sellers, as appropriate, will deliver or cause to be delivered to Buyers Buyer the following, each of which shall be in form and substance satisfactory to the parties hereto: (a) appropriate Bills of sale, general warranty deeds, assignments and other instruments of assignment transfer and documents as shall be appropriate to carry out the intent of this Agreement and sufficient to sell, assign, convey and transfer duly executed by Equity Sellergood and valid (or in the case of real property, evidencing good and marketable) title to the transfer of the Membership Interests Assets to Equity Buyer, subject to Permitted Encumbrances; (b) a Assignments of Sellers domain names relating to the Newspaper; (c) Any consents to assignments from third parties obtained by Sellers relating to the Material Contracts that require such consent as shown on Schedule 3.9 hereto, as well as any other consents obtained by Sellers; (d) Receipt for the Purchase Price; (e) Transition Services Agreement related services agreements among Sellers and Buyer executed by Sellers, which, among other things, provide for Sellers to United States operationscontinue to provide certain services with respect to the Newspaper for various periods of time after the Closing Date, substantially in the form attached hereto accordance with Schedule 2.2(e), as Exhibit D set forth in such agreements (the “Transition Services Agreement - USAgreements”), duly executed by Equity Seller and the Company; (c) a Transition Services Agreement related to Canadian operations, in the form attached hereto as Exhibit E (the “Transition Services Agreement - Canada”), duly executed by Asset Seller; (d) a Call Center Agreement, in the form attached hereto as Exhibit F (the “Call Center Agreement”), duly executed by Equity Seller and the Company; (e) a Lease Assignment Agreement, assigning the Leased Real Property set forth on Schedule 6.2(g) to the Company, duly executed by Equity Seller and the Company; (f) Certificates, dated the consents listed on Schedule 3.5(b)(i)Closing Date, in a form of an appropriate officer of each Seller as to approval of such Seller relating to this Agreement and substance satisfactory to Equity Buyerthe transactions contemplated hereby; (g) Certificates of an affidavit stating that under penalties appropriate officer of perjury Equity each Seller is not a foreign person or a U.S. real property holding corporation within certifying the definition of Section 897(c)(2) fulfillment of the Code, pursuant to Treasury Regulation conditions set forth in Section 1.1445-2(c)(3), and, if withholding is determined, pursuant to Section 2.8, to be required, a complete and accurate IRS Form W-9 identifying Equity Seller’s U.S. taxpayer identification number, each duly executed by Equity Seller8.1; (h) certified copies A certificate of the resolutions adopted by the board an appropriate officer of directors of Sellers authorizing the execution and delivery of this Agreement and the other Transaction Documents each Seller as to which such Seller is that Seller’s status as a party and the consummation of the transactions contemplated hereby and thereby;non-foreign entity; and (i) a certificate of the Secretary of State or Such other appropriate official of its jurisdiction of incorporation certificates, instruments and documents as are required to be delivered by Sellers pursuant to the effect that the Company and SSI is in good standing (or the equivalent thereof) in such jurisdiction; (j) a xxxx terms of sale and assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assignment and Assumption this Agreement”), duly executed by Asset Seller, transferring the tangible personal property included in the Transferred Assets to Asset Buyer and effecting the assignment to and assumption by Asset Buyer of the Transferred Assets and the Assumed Liabilities; and (k) joint written instructions in accordance with section 3(a)(i) of the Escrow Agreement, duly executed by the Equity Seller.

Deliveries by Sellers. At the Closing, Sellers will shall deliver or cause to be delivered to Buyers the followingPurchasers: (a) appropriate instruments of assignment and transfer a duly executed by Equity Seller, evidencing Bill of Sale in customary form as agreed between Purchasers and Sellxxx prior to the transfer of the Membership Interests to Equity BuyerClosing; (b) a Transition Services an Assignment and Assumption Agreement related in customary form as agreed between Purchasers and Sellers prior to United States operations, in the form attached hereto as Exhibit D Closing (the “Transition Services Agreement - US”"Assignment and Assumption Agreement"), duly executed by Equity Seller and the Company; (c) a Transition Services Agreement related to Canadian operations, in the form attached hereto as Exhibit E (the “Transition Services Agreement - Canada”), duly executed by Asset Sellerand acknowledged Real Property Conveyance Documents; (d) a Call Center Agreement, in certified resolutions of the form attached hereto as Exhibit F (Board of Directors or equivalent governing body of each of the “Call Center Agreement”), duly executed Sellers approving and authorizing the transactions contemplated by Equity Seller this Agreement and the CompanyAncillary Agreements; (e) officer's certificates, executed by a Lease Assignment Agreement, assigning duly authorized officer of each of the Leased Real Property set forth on Schedule 6.2(gSellers (i) attaching true and complete copies of each Seller's articles of incorporation and bylaws or equivalent organizational documents and (ii) as to the Company, duly executed by Equity incumbency and signature of the officers of each Seller and the Companyexecuting any applicable agreements or documents; (f) the consents listed on Schedule 3.5(b)(i), in a form and substance satisfactory to Equity Buyer; (g) an affidavit stating that under penalties of perjury Equity Seller is not a foreign person or a U.S. real property holding corporation within the definition of Section 897(c)(2) of the Code, pursuant to Treasury Regulation Section 1.1445-2(c)(3), and, if withholding is determined, pursuant to Section 2.8, to be required, a complete and accurate IRS Form W-9 identifying Equity Seller’s U.S. taxpayer identification number, each duly executed by Equity Seller; (h) certified copies of the resolutions adopted by the board of directors of Sellers authorizing the execution and delivery of this Agreement and the other Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby; (i) a certificate of the Secretary of State or other appropriate official of its jurisdiction the state of incorporation for each Seller as to the effect due incorporation and good standing or equivalent certifications as to formation and standing of each Seller; (g) duly executed assignments of the Purchased Intellectual Property, in customary form to be agreed between Purchasers and Sellers prior to the Closing (the "Intellectual Property Assignments"); (h) the officer's certificate required to be delivered pursuant to Sections 10.1(a) and 10.1(d);. (i) a certified copy of the Sale Order and case docket reflecting that the Company and SSI Sale Order is in good standing (or the equivalent thereof) in such jurisdiction;effect; and (j) a xxxx all other instruments of sale conveyance and assignment transfer, in form and assumption agreement in substance reasonably acceptable to Purchasers, as may be necessary to convey the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by Asset Seller, transferring the tangible personal property included in the Transferred Purchased Assets to Asset Buyer and effecting the assignment to and assumption by Asset Buyer of the Transferred Assets and the Assumed Liabilities; and (k) joint written instructions in accordance with section 3(a)(i) of the Escrow Agreement, duly executed by the Equity SellerPurchasers.

Deliveries by Sellers. At the Closing, Sellers will deliver or cause to be delivered to Buyers Buyer the following, which shall vest in Buyer good and marketable title to the Assets: (a) appropriate instruments of assignment and transfer duly executed by Equity Sellerbills of sale ("Bills of Sale"), evidencing the transfer of the Membership Interests in form and substance reasonably acceptable to Equity Buyer; (b) a Transition Services Agreement related instruments of assignment and transfer with respect to United States operationsthe Contracts, in the form attached hereto as Exhibit D (the “Transition Services Agreement - US”), duly executed by Equity Seller Kentucky Lease and the CompanyIntellectual Property; (c) a Transition Services Agreement related to Canadian operationsall such other endorsements, assignments and other instruments of transfer as, in the form attached hereto as Exhibit E (reasonable opinion of Buyer's counsel, are necessary to vest in Buyer title to the “Transition Services Agreement - Canada”), duly executed by Asset SellerAssets to be transferred to it pursuant to this Agreement; (d) a Call Center Agreement, duly endorsed title certificates to all motor vehicles included in the form attached hereto as Exhibit F (the “Call Center Agreement”), duly executed by Equity Seller and the CompanyAssets; (e) a Lease Assignment Agreementan opinion of Goodwin, assigning the Leased Real Property set forth on Schedule 6.2(g) Procter & Hoar, counsel to the CompanySellers, duly executed by Equity Seller in form and the Companysubstance reaxxxxxxx acceptable xx Xuyer's counsel; (f) a certificate, dated as of the consents listed on Schedule 3.5(b)(iClosing Date, of an authorized officer of each Seller certifying as to the matters specified in Section 7.3(a), in a form and substance satisfactory to Equity Buyer; (g) an affidavit stating that under penalties to the extent required by Section 5.8 of perjury Equity Seller is not a foreign person or a U.S. real property holding corporation within this Agreement, duly executed subleases, in form and substance reasonably acceptable to Buyer (the definition of Section 897(c)(2) "Subleases"), providing for the sublease by Sellers to Buyer of the CodeLeased Properties, pursuant to Treasury Regulation Section 1.1445-2(c)(3), and, if withholding is determined, pursuant to Section 2.8, to be required, a complete and accurate IRS Form W-9 identifying Equity Seller’s U.S. taxpayer identification number, each duly executed by Equity Sellercontaining the sublease terms set forth on Exhibit B attached hereto; (h) certified copies of to the resolutions adopted extent required by the board of directors of Sellers authorizing the execution and delivery Section 5.8 of this Agreement and the other Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby; (i) a certificate of the Secretary of State or other appropriate official of its jurisdiction of incorporation to the effect that the Company and SSI is in good standing (or the equivalent thereof) in such jurisdiction; (j) a xxxx of sale and assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by Asset Seller, transferring the tangible personal property included in the Transferred Assets to Asset Buyer and effecting the assignment to and assumption by Asset Buyer of the Transferred Assets and the Assumed Liabilities; and (k) joint written instructions in accordance with section 3(a)(i) of the Escrow Agreement, duly executed leases, in form and substance reasonably acceptable to Buyer (the "Temporary Leases"), providing for the lease by Sellers to Buyer of the Equity Seller.Owned Properties, containing the lease terms set forth on Exhibit C attached hereto; (i) all required releases on Form UCC-3 or otherwise as may be necessary or desirable to release any Liens on any of the Assets;

Deliveries by Sellers. At the Closing, Sellers will deliver shall deliver, or cause to be delivered by their Affiliates, to Buyers Buyer the following: (a) appropriate instruments of assignment and certificates representing the Shares duly endorsed for transfer to Buyer or accompanied by stock powers duly executed by Equity Sellerin blank, evidencing or, in the case of Shares of non-U.S. companies, evidence of the transfer of such Shares in accordance with the Membership Interests to Equity BuyerApplicable Laws of the jurisdictions in which such non-U.S. companies are organized; (b) a Transition Services Agreement related the certificate by officers of Sellers required to United States operations, in the form attached hereto as Exhibit D (the “Transition Services Agreement - US”be delivered pursuant to Section 8.3(c), duly executed by Equity Seller and the Company; (c) a Transition Services certificate, signed by an authorized officer of each of Sellers, certifying (i) the due organization and good standing of Sellers, (ii) the corporate resolutions of Sellers authorizing the transactions contemplated by this Agreement, and (iii) the incumbency of officers of the Sellers executing this Agreement related to Canadian operationsand the other agreements, in instruments or certificates delivered upon the form attached hereto as Exhibit E (the “Transition Services Agreement - Canada”), duly executed by Asset SellerClosing; (d) a Call Center Agreementthe stock books, in the form attached hereto as Exhibit F (the “Call Center Agreement”)stock ledgers, duly executed by Equity Seller minute books and the Companycorporate seals of each of theCompanies; (e) a Lease Assignment Agreement, assigning the Leased Real Property set forth on Schedule 6.2(g) to the CompanyTransition Services Agreements, duly executed by Equity Seller and the CompanyAHP or one of its Affiliates; (f) the consents listed on Schedule 3.5(b)(i)bills of sale, deeds and any other appropriate instruments of sale and conveyance, in a form and substance satisfactory reasonably acceptable to Equity Buyer; (g) an affidavit stating that , transferring under penalties of perjury Equity Seller is not a foreign person or a U.S. Applicable Laws all real property holding corporation within the definition of Section 897(c)(2) of the Code, pursuant to Treasury Regulation Section 1.1445-2(c)(3), and, if withholding is determined, pursuant to Section 2.8, to be required, a complete and accurate IRS Form W-9 identifying Equity Seller’s U.S. taxpayer identification number, each duly executed by Equity Seller; (h) certified copies of the resolutions adopted by the board of directors of Sellers authorizing the execution and delivery of this Agreement and the other Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby; (i) a certificate of the Secretary of State or other appropriate official of its jurisdiction of incorporation to the effect that the Company and SSI is in good standing (or the equivalent thereof) in such jurisdiction; (j) a xxxx of sale and assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by Asset Seller, transferring the tangible personal property included in the Transferred Assets to Asset Buyer and effecting the assignment to and assumption by Asset Buyer of the Transferred Assets and the Assumed Liabilities; andor its Affiliates; (kg) joint written instructions in accordance with section 3(a)(i) of the Escrow Patent and Data Rights Agreement, duly executed by AHP; (h) bills of sale, assignments and any other appropriate instruments of sale and conveyance, in form and substance reasonably acceptable to Buyer, transferring under Applicable Laws all Intellectual Property to Buyer or its Affiliates (it being understood and agreed that Buyer, at its own expense shall prepare any and all individual assignment documents required in the Equity respective countries and record them in Buyer's discretion, to the extent not required by Applicable Law, in the national patent and trademark and other government offices, as applicable); (i) 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; (j) except with respect to any loans extended to XXXXXXXXXX, 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 the Companies), duly executed by Sellers or such Affiliates, as the case may be; (k) such other instruments and documents, in form and substance reasonably acceptable to Buyer and Sellers, as may be reasonably necessary to effect the Closing; and (l) letters of resignation executed by the directors of each of the Companies and such letters executed by officers of the Companies as shall be requested by Buyer; (m) a receipt for the Purchase Price; and (n) the Access Agreement, duly executed by Seller.

Deliveries by Sellers. At the Closing, Sellers will deliver or cause to be delivered to Buyers Buyer the following, which shall vest in Buyer good and marketable title to the Assets: (a) appropriate instruments of assignment and transfer duly executed by Equity Sellerbills of sale ("Bills of Sale"), evidencing the transfer of the Membership Interests in form and substance reasonably acceptable to Equity Buyer; (b) a Transition Services Agreement related instruments of assignment and transfer with respect to United States operationsthe Contracts, the Kentucky Lease and Intellectual Property; (c) all such other endorsements, assignments and other instruments of transfer as, in the reasonable opinion of Buyer's counsel, are necessary to vest in Buyer title to the Assets to be transferred to it pursuant to this Agreement; (d) duly endorsed title certificates to all motor vehicles included in the Assets; (e) an opinion of Xxxxxxx, Procter & Xxxx, counsel to Sellers, in form attached hereto and substance reasonably acceptable to Buyer's counsel; (f) a certificate, dated as Exhibit D of the Closing Date, of an authorized officer of each Seller certifying as to the matters specified in Section 7.3(a); (g) to the extent required by Section 5.8 of this Agreement, duly executed subleases, in form and substance reasonably acceptable to Buyer (the “Transition Services Agreement - US”"Subleases"), providing for the sublease by Sellers to Buyer of the Leased Properties, containing the sublease terms set forth on Exhibit B attached hereto; (h) to the extent required by Section 5.8 of this Agreement, duly executed leases, in form and substance reasonably acceptable to Buyer (the "Temporary Leases"), providing for the lease by Sellers to Buyer of the Owned Properties, containing the lease terms set forth on Exhibit C attached hereto; (i) all required releases on Form UCC-3 or otherwise as may be necessary or desirable to release any Liens on any of the Assets; (j) copies of all consents of third parties (including, without limitation, consents of T&C's lenders) or governmental authorities as may be required to be obtained by any Seller in connection with the transfer of Assets and the transactions contemplated hereby; (k) if the list delivered by Buyer pursuant to Section 2.3(f) does not contain all of the Equipment, a written option agreement, in form and substance reasonably acceptable to Buyer (the "Option Agreement"), granting Buyer the right to buy any Equipment not included on such list for a price of $1.00, exercisable by Buyer in writing at any time or from time to time until the earliest to occur of (i) 60 days after Buyer leaves the facility where such Equipment is located; (ii) the date on which Sellers are required to vacate the premises where such Equipment is stored pursuant to a binding agreement between any Seller and an unaffiliated third party for the sale or lease of such premises; or (iii) Buyer advises Sellers that it no longer wishes to have the right to buy such Equipment; which agreement shall provide that Sellers shall have no liabilities and no obligation to secure, insure or maintain such Equipment, or otherwise incur any costs, and shall not incur any costs, in connection with such Equipment during the period during which the option is in effect; provided, however, that if any costs are imposed on Sellers pursuant to applicable law arising from storage or the ownership of such equipment (for example, for personal property taxes), Sellers shall promptly notify Buyer, and Buyer shall promptly reimburse Sellers for such costs; (l) such landlord consents and estoppel certificates in form and substance reasonably satisfactory to Buyer with regard to (i) the assignment of the Kentucky Lease and the Sales Office Leases and (ii) the subleases of the Leased Property (the leases relating to the Leased Property, together with the Kentucky Lease and the Sales Office Leases, shall be hereinafter referred to as the "Leases"), duly executed by Equity Seller and the Companyeach respective landlord; (cm) a Transition Services Agreement related all licenses, permits, approvals, plans, specifications, environmental and engineering reports, warranties and guarantees required for the ownership and operation of the Assets and the Real Property, to Canadian operations, in the form attached hereto as Exhibit E (the “Transition Services Agreement - Canada”), duly executed by Asset Sellerextent transferable; (dn) a Call Center Agreement, in the form attached hereto as Exhibit F (the “Call Center Agreement”), duly executed by Equity Seller and certificate of non-foreign status consistent with Section 1.1445-2(b)(2)(iii)(B) of the CompanyUnited States Treasury Regulations; (eo) a Lease Assignment Agreementall certificates, assigning the Leased Real Property set forth on Schedule 6.2(g) agreements, releases and other documents, in form and substance reasonably satisfactory to Buyer, as shall be reasonably necessary or desirable to transfer good title to the CompanyConsigned Gold, duly executed by Equity Seller free and the Companyclear of all Liens, including without limitation, bank payoff letters (or reasonably equivalent alternatives to such letters) and all requisite releases on Form UCC-3; (fp) an opinion of Xxxxxx, Xxxxx & Xxxxxxx, special antitrust counsel to Sellers as to compliance with the consents listed on Schedule 3.5(b)(i)HSR Act (as hereinafter defined) and the FTC Preliminary Order, in a form and substance satisfactory reasonably acceptable to Equity Buyer; (g) an affidavit stating that under penalties of perjury Equity Seller is not a foreign person or a U.S. real property holding corporation within the definition of Section 897(c)(2) of the Code, pursuant to Treasury Regulation Section 1.1445-2(c)(3), and, if withholding is determined, pursuant to Section 2.8, to be required, a complete and accurate IRS Form W-9 identifying Equity Seller’s U.S. taxpayer identification number, each duly executed by Equity Seller; (h) certified copies of the resolutions adopted by the board of directors of Sellers authorizing the execution and delivery of this Agreement and the other Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby; (i) a certificate of the Secretary of State or other appropriate official of its jurisdiction of incorporation to the effect that the Company and SSI is in good standing (or the equivalent thereof) in such jurisdiction; (j) a xxxx of sale and assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by Asset Seller, transferring the tangible personal property included in the Transferred Assets to Asset Buyer and effecting the assignment to and assumption by Asset Buyer of the Transferred Assets and the Assumed Liabilities's counsel; and (kq) joint written instructions in accordance with section 3(a)(i) of if the FTC Final Order has not been received by Buyer prior to the Closing Date, the Escrow Agreement, duly executed by the Equity Sellerin form and substance reasonably acceptable to Buyer.

Deliveries by Sellers. At the Closing, Sellers Sellers, as appropriate, will deliver or cause to be delivered to Buyers Buyer the following, each of which shall be in form and substance satisfactory to the parties hereto: (a) appropriate Bills of sale, special warranty deeds, assignments and other instruments of assignment transfer and documents as shall be appropriate to carry out the intent of this Agreement and sufficient to sell, assign, convey and transfer duly executed by Equity Sellergood and valid (or in the case of real property, evidencing good and marketable) title to the transfer of the Membership Interests Assets to Equity Buyer, subject to Permitted Encumbrances; (b) Assignments of Sellers’ domain names relating to the Newspapers; (c) Any consents to assignments from third parties obtained by Sellers relating to the Material Contracts that require such consent as shown on Schedule 3.9 hereto, as well as any other consents obtained by Sellers; (d) Receipt for the Purchase Price; (e) Transition services agreements among Parent, Sellers and Buyer executed by Parent and/or Sellers, which, among other things, provide for Parent and/or Sellers to continue to provide certain services with respect to the Newspapers for a Transition Services Agreement related period of up to United States operations, in one (1) year after the form attached hereto as Exhibit D Closing Date (the “Transition Services Agreement - USAgreements”), duly executed by Equity Seller and the Company; (c) a Transition Services Agreement related to Canadian operations, in the form attached hereto as Exhibit E (the “Transition Services Agreement - Canada”), duly executed by Asset Seller; (d) a Call Center Agreement, in the form attached hereto as Exhibit F (the “Call Center Agreement”), duly executed by Equity Seller and the Company; (e) a Lease Assignment Agreement, assigning the Leased Real Property set forth on Schedule 6.2(g) to the Company, duly executed by Equity Seller and the Company; (f) A non-competition and non-solicitation agreement between Sellers and Buyer executed by Sellers (the consents listed on Schedule 3.5(b)(i“Non-Competition Agreement”), in a form and substance satisfactory to Equity Buyer; (g) an affidavit stating that under penalties of perjury Equity Seller is not a foreign person or a U.S. real property holding corporation within the definition of Section 897(c)(2) of the Code, pursuant to Treasury Regulation Section 1.1445-2(c)(3), and, if withholding is determined, pursuant to Section 2.8, to be required, a complete A site access agreement between GANSAT and accurate IRS Form W-9 identifying Equity Seller’s U.S. taxpayer identification number, each duly Buyer executed by Equity SellerGANSAT (the “Site Access Agreement”); (h) certified copies Certificates, dated the Closing Date, of the resolutions adopted by the board an appropriate officer of directors each Seller as to approval of Sellers authorizing the execution and delivery of such Seller relating to this Agreement and the other Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and therebyhereby; (i) a certificate Certificates of an appropriate officer of each Seller certifying the fulfillment of the Secretary of State or other appropriate official of its jurisdiction of incorporation to the effect that the Company conditions set forth in Sections 8.1(a) and SSI is in good standing (or the equivalent thereof8.1(b) in such jurisdiction;below; and (j) a xxxx Such other certificates, instruments and documents as are required to be delivered by Sellers pursuant to the terms of sale and assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assignment and Assumption this Agreement”), duly executed by Asset Seller, transferring the tangible personal property included in the Transferred Assets to Asset Buyer and effecting the assignment to and assumption by Asset Buyer of the Transferred Assets and the Assumed Liabilities; and (k) joint written instructions in accordance with section 3(a)(i) of the Escrow Agreement, duly executed by the Equity Seller.

Deliveries by Sellers. At the Closing, Sellers will shall deliver or cause the following to be delivered to Buyers the followingPurchaser: (a) appropriate instruments The Xxxx of assignment and transfer Sale, duly executed by Equity Seller, evidencing the transfer of the Membership Interests to Equity BuyerSellers; (b) a Transition Services Agreement related to United States operationsAny assignments of the Assumed Leases, in the form attached hereto as Exhibit D and substance reasonably satisfactory to Purchaser (the “Transition Services Agreement - USAssumed Leases Assignments”), duly executed by Equity the applicable Seller or its Affiliate and consented to by the Companyapplicable landlords, received by Sellers prior to the Closing as well as any other documents received by Sellers from landlords prior to the Closing, that relate to the transfer or assignment of the Assumed Leases; (c) a Transition Services Agreement The certificate contemplated by Section 8.2(c); (d) An exclusive, perpetual license agreement, in form and substance reasonably satisfactory to Purchaser, with respect to all trademarks related to Canadian operationsthe names “Amtech,” “Amtech Lighting” or related or similar names for all uses and activities (the “Amtech License Agreement”), except for the uses licensed to Xxxx Elevator Company pursuant to that certain Trademark and Trade Name License Agreement, dated August 15, 2003, among Parent, Amtech Elevator Services, Inc. and Xxxx Elevator Company, duly executed by the applicable Seller, and all such other instruments of assignment, conveyance or release from Sellers as shall, in the reasonable opinion of Purchaser and its counsel, be necessary to transfer to Purchaser the Purchased Assets free and clear of all Encumbrances (other than Permitted Encumbrances) in accordance with this Agreement and, where necessary or desirable, in recordable form; (e) A certification of non-foreign status in a form attached hereto which complies with Section 1445 of the Code and the regulations thereunder; (f) The Transition Services Agreement, duly executed by Parent and Amtech Lighting Services; (g) Such other agreements, documents, instruments and writings (other than consents of third-parties) as Exhibit E are required to be delivered by Sellers at or prior to the Closing Date pursuant to this Agreement or as may otherwise be reasonably requested by Purchaser in connection herewith; (h) Leases or subleases with respect to the Partially Utilized Facility Leases, in form and substance reasonably satisfactory to Purchaser, as described in Section 7.8, duly executed by the applicable Seller, and leases, in form and substance reasonably satisfactory to Purchaser, with respect to all real property owned by Sellers and primarily used in the Business, including a lease at a monthly rent of $4,830 with respect to the real property located at 15241 Tradesman, San Antonio, Texas (the “Transition Services Agreement - CanadaSan Antonio Lease”) and a lease with respect to the real property located at 1300 X.X. 00xx Xxx., Xxxxxxxx, Xxxxxx (the “Portland Lease”), duly executed by Asset Parent or the applicable Affiliate of Parent; (i) A certificate of the secretary of state of the state of incorporation or organization, as the case may be, of each Seller dated as of a recent date as to the due incorporation or organization and good standing of such Seller; (dj) a Call Center Agreement, in the form attached hereto as Exhibit F (the “Call Center Agreement”), duly executed by Equity Seller and the Company; (e) a Lease Assignment Agreement, assigning the Leased Real Property set forth on Schedule 6.2(g) to the Company, duly executed by Equity Seller and the Company; (f) the consents listed on Schedule 3.5(b)(i), in a form and substance satisfactory to Equity Buyer; (g) an affidavit stating that under penalties of perjury Equity Seller is not a foreign person or a U.S. real property holding corporation within the definition of Section 897(c)(2) A certificate of the CodeSecretary or an Assistant Secretary of each of Sellers dated the Closing Date and certifying (i) that attached thereto are true, pursuant to Treasury Regulation Section 1.1445-2(c)(3), and, if withholding is determined, pursuant to Section 2.8, to be required, a complete and accurate IRS Form W-9 identifying Equity Seller’s U.S. taxpayer identification numbercorrect copies of the Certificates of Incorporation (or Articles of Incorporation) and By-laws of Sellers, each duly executed by Equity Seller; as amended to and as in effect on the date of such certification, and (hii) certified that attached thereto are true, complete and correct copies of the resolutions duly adopted by the board Boards of directors Directors of Sellers and shareholders of the Selling Subsidiaries, approving the transactions contemplated hereby and authorizing the execution execution, delivery and delivery performance by Sellers of this Agreement and the other Transaction Documents to which such Seller is a party sale and the consummation transfer of the transactions contemplated hereby and therebyPurchased Assets; (i) a certificate of the Secretary of State or other appropriate official of its jurisdiction of incorporation to the effect that the Company and SSI is in good standing (or the equivalent thereof) in such jurisdiction; (j) a xxxx of sale and assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by Asset Seller, transferring the tangible personal property included in the Transferred Assets to Asset Buyer and effecting the assignment to and assumption by Asset Buyer of the Transferred Assets and the Assumed Liabilities; and (k) joint written instructions in accordance with section 3(a)(i) of the Escrow The Assignment and Assumption Agreement, duly executed by Sellers; (l) A lease assumption agreement, in form and substance reasonably satisfactory to Purchaser, duly executed by PHH Corporation Company or its applicable Affiliate, with respect to certain leased vehicles of the Equity SellerBusiness included in the Purchased Assets (the “PHH Lease Assumption Agreement”) or, in the alternative, title to such vehicles free and clear of all Encumbrances (other than Permitted Encumbrances); and (m) Duly executed lease assumption agreements, in form and substance reasonably satisfactory to Purchaser, duly executed by the applicable lessors, with respect to all Vehicle and Equipment Leases included in the Purchased Assets (other than leases of immaterial items of Equipment such as photocopiers, postage machines and the like) that are not assigned by the PHH Lease Assumption Agreement or, in the alternative, title to such vehicles and Equipment free and clear of all Encumbrances (other than Permitted Encumbrances).

Deliveries by Sellers. At the Closing, Sellers will shall deliver or cause to be delivered to Buyers the following: (a) appropriate instruments of assignment and transfer duly the certificate executed by Equity Seller, evidencing the transfer authorized officers of the Membership Interests each of Sellers required to Equity Buyerbe delivered pursuant to Section 7.3(c); (b) a Transition Services Agreement related to United States operationscertificate, in the form attached hereto as Exhibit D (the “Transition Services Agreement - US”), duly executed by Equity Seller an authorized officer of each of the Sellers, certifying (i) the due organization and good standing of Sellers, (ii) the corporate resolutions of Sellers authorizing the transactions contemplated by this Agreement, and (iii) the incumbency of officers of the Sellers executing this Agreement and the Companyother agreements, instruments or certificates delivered upon the Closing; (c) a the Transition Services Agreement related to Canadian operations, in the form attached hereto as Exhibit E (the “Transition Services Agreement - Canada”)Agreement, duly executed by Asset SellerSellers; (d) a Call Center Agreement, in the form attached hereto as Exhibit F (the “Call Center Agreement”)Supply Agreements, duly executed by Equity Seller and the CompanySellers; (e) a Lease Assignment the Trademark License Agreement, assigning the Leased Real Property set forth on Schedule 6.2(g) to the Company, duly executed by Equity Seller and the CompanySellers; (f) the consents listed on Schedule 3.5(b)(i)bills of sale and any other appropriate instruments of sale and conveyance, in a form and substance satisfactory reasonably acceptable to Equity Buyer; (g) an affidavit stating that under penalties of perjury Equity Seller is not a foreign person or a U.S. real property holding corporation within the definition of Section 897(c)(2) of the Code, pursuant to Treasury Regulation Section 1.1445-2(c)(3), and, if withholding is determined, pursuant to Section 2.8, to be required, a complete and accurate IRS Form W-9 identifying Equity Seller’s U.S. taxpayer identification number, each duly executed by Equity Seller; (h) certified copies of the resolutions adopted by the board of directors of Sellers authorizing the execution and delivery of this Agreement and the other Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby; (i) a certificate of the Secretary of State or other appropriate official of its jurisdiction of incorporation to the effect that the Company and SSI is in good standing (or the equivalent thereof) in such jurisdiction; (j) a xxxx of sale and assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by Asset SellerBuyers, transferring the under Applicable Laws all tangible personal property included in the Transferred Purchased Assets to Asset Buyer Buyers or its Affiliates; (g) bills of sale and effecting any other appropriate instruments of sale and conveyance, in form and substance reasonably acceptable to Buyers, transferring under Applicable Laws all Intellectual Property included within the assignment Purchased Assets to Buyers or its Affiliates, including assignments of trademarks suitable for recording with the United States Patent and assumption by Asset Buyer of the Transferred Assets Trademark Office. (h) assignments, in form and the Assumed Liabilitiessubstance reasonably acceptable to Buyers, assigning to Buyers or its Affiliates under Applicable Laws all Contracts; and (ki) joint written instructions such other instruments and documents, in accordance with section 3(a)(i) of form and substance reasonably acceptable to Buyers and Sellers, as may be necessary to effect the Escrow Agreement, duly executed by the Equity SellerClosing.

Deliveries by Sellers. At the Closing, Sellers will shall deliver or cause to be delivered Purchaser with respect to Buyers the followingPurchased Assets: (a) appropriate instruments of assignment and transfer a duly executed by Equity Seller, evidencing bxxx of sale in the transfer form of Exhibit F hereto (the Membership Interests to Equity Buyer“Bxxx of Sale”); (b) a Transition Services Agreement related to United States operations, in the form attached hereto as Exhibit D (the “Transition Services Agreement - US”), duly executed by Equity Seller and the Company; (c) a Transition Services Agreement related to Canadian operations, in the form attached hereto as Exhibit E (the “Transition Services Agreement - Canada”), duly executed by Asset Seller; (d) a Call Center Agreement, in the form attached hereto as Exhibit F (the “Call Center Agreement”), duly executed by Equity Seller and the Company; (e) a Lease Assignment Agreement, assigning the Leased Real Property set forth on Schedule 6.2(g) to the Company, duly executed by Equity Seller and the Company; (f) the consents listed on Schedule 3.5(b)(i), in a form and substance satisfactory to Equity Buyer; (g) an affidavit stating that under penalties of perjury Equity Seller is not a foreign person or a U.S. real property holding corporation within the definition of Section 897(c)(2) of the Code, pursuant to Treasury Regulation Section 1.1445-2(c)(3), and, if withholding is determined, pursuant to Section 2.8, to be required, a complete and accurate IRS Form W-9 identifying Equity Seller’s U.S. taxpayer identification number, each duly executed by Equity Seller; (h) certified copies of the resolutions adopted by the board of directors of Sellers authorizing the execution and delivery of this Agreement and the other Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby; (i) a certificate of the Secretary of State or other appropriate official of its jurisdiction of incorporation to the effect that the Company and SSI is in good standing (or the equivalent thereof) in such jurisdiction; (j) a xxxx of sale and general assignment and assumption agreement in the form attached hereto of Exhibit G hereto; (c) duly executed assignments of the trademark registrations and applications, patent registrations and applications, copyrights and domain names, in the form suitable for recording in the U.S. Patent and Trademark Office, substantially in the forms annexed as Exhibit C Exhibits H, I, J and K hereto, respectively, and general assignments of all other Intellectual Property; (d) duly executed special warranty deeds, as that term is commonly understood in the “Assignment and Assumption Agreement”respective jurisdictions (subject only to Permitted Exceptions), substantially in the form of Exhibit L for each of the Material Owned Real Properties, quit claim deeds, as that term is commonly understood in the respective jurisdictions, substantially in the form of Exhibit M for each of the Immaterial Owned Real Properties, a certificate in compliance with the Foreign Investment in Real Property Tax Act (“FIRPTA”) certifying that the respective Seller is not a person or entity subject to withholding under FIRPTA, a “No Mechanic’s Lien” affidavit, GAP Undertaking, and all other customary title clearance documents required by the title insurance company issuing the policies with respect to each of the Owned Real Properties and each of the Leased Real Properties for which title insurance policies are being obtained by Purchaser, including, without limitation, a survey affidavit, executed by the appropriate Seller, together with any necessary state, county or municipal transfer declarations as required by Law. (e) a duly executed by Asset Seller, transferring the tangible personal property included assignment and assumption of Contracts and Real Property Leases in the Transferred Assets form of Exhibit N hereto; (f) the officer’s certificate required to Asset Buyer be delivered pursuant to Section 10.1(c); (g) all assignments and effecting transfer instruments necessary to transfer control, ownership and signature authority of all bank accounts, lockbox accounts, securities accounts, and other accounts under the assignment to and assumption by Asset Buyer name of any Seller as of the Transferred Assets Closing Date along with a schedule of all such bank accounts, lockbox accounts, securities accounts, and the Assumed Liabilities; andother accounts with account numbers, bank name and address and other information reasonably requested by Purchaser with respect thereto; (kh) joint UCC-3 termination Statements, control agreement terminations and other release documents releasing all Liens of the agents and lenders under the DIP Credit Agreement; (i) all assignments and transfers of certificates of title and registrations for all vehicles owned by Sellers as of the Closing Date along with a schedule of all such vehicles and information reasonably requested by Purchaser with respect thereto; (j) a written instructions in accordance with section 3(a)(inotice to the Escrow Agent, executed by the Company, of the Closing pursuant to Section 3(e) of the Escrow Agreement, duly ; (k) the indemnity agreement executed by J.X. Xxxxxxx & Co., Inc. in the Equity Sellerform of Exhibit S hereto, and the executed notice to its insurance company that it is entering into the indemnity agreement. (l) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Purchaser, as may be necessary to convey the Purchased Assets to Purchaser or any of its Affiliates designated by Purchaser pursuant to Section 12.11.

Deliveries by Sellers. At the Closing, Sellers will shall deliver or cause to be delivered to Buyers the following:Buyer, all duly and properly executed (where applicable): (a) appropriate instruments subject to Section 3.8, Deeds conveying to Buyer indefeasible, fee simple title to each parcel of assignment Land subject only to the Permitted Exceptions, in form and transfer duly executed by Equity Seller, evidencing the transfer of the Membership Interests substance reasonably satisfactory to Equity Buyer; (b) a Transition Services Agreement related to United States operations, in the form attached hereto as Exhibit D (the “Transition Services Agreement - US”), duly executed by Equity Seller and the CompanyBxxx of Sale; (c) a Transition Services Agreement related sworn affidavit from each Seller stating, under penalty of perjury, that such Seller is not a “foreign person” as defined under Section 1445(f)(3) of the Code and other appropriate evidence or documents necessary to Canadian operations, in relieve Buyer of any obligation to withhold any portion of the form attached hereto as Exhibit E (Purchase Price under Section 1445(a) of the “Transition Services Agreement - Canada”), duly executed by Asset SellerCode or any other withholding provision of any other Tax law; (d) a Call Center Agreement, National Account subcontract substantially in the form attached hereto as of Exhibit F D (the “Call Center AgreementNational Account Subcontract”), duly executed by Equity Seller and the Company; (e) a Lease Assignment Agreementan Assignment, assigning Assumption and Consent to Leased Real Property for each parcel of Leased Real Property, and an Estoppel Certificate (which may be included within the Assignment, Assumption and Consent to Leased Real Property) for each parcel of Leased Real Property (provided, however, that if any real estate lease does not require the owner of the Leased Real Property set forth on Schedule 6.2(g) to provide estoppel certificates, and if Sellers cannot obtain an Estoppel Certificate from the Companyowner through reasonable efforts, duly executed by Equity Seller and the Companythen Sellers shall not be required under this subsection to deliver an Estoppel Certificate with respect to such real estate lease); (f) a letter from Sellers’ (or their Affiliate’s) lenders confirming that all Blanket Liens on the consents listed on Schedule 3.5(b)(i), in a form Assets will be released concurrently with the Closing and substance that evidence thereof shall be delivered within 60 days following the Closing Date and evidence reasonably satisfactory to Equity Buyer;Buyer of satisfaction of all Encumbrances encumbering the Assets other than Permitted Exceptions; and (g) an affidavit stating that under penalties such other separate documents or instruments of perjury Equity Seller is not a foreign person sale, assignment, or a U.S. real property holding corporation within transfer as Buyer shall reasonably request, including titles and registrations for the definition of Section 897(c)(2) of the Code, pursuant to Treasury Regulation Section 1.1445-2(c)(3), and, if withholding is determined, pursuant to Section 2.8, to be required, a complete and accurate IRS Form W-9 identifying Equity Seller’s U.S. taxpayer identification number, each duly executed by Equity Seller; (h) certified copies of the resolutions adopted by the board of directors of Sellers authorizing the execution and delivery of this Agreement and the other Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby; (i) a certificate of the Secretary of State or other appropriate official of its jurisdiction of incorporation to the effect that the Company and SSI is in good standing (or the equivalent thereof) in such jurisdiction; (j) a xxxx of sale and assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by Asset Seller, transferring the tangible personal property included in the Transferred Assets to Asset Buyer and effecting the assignment to and assumption by Asset Buyer of the Transferred Assets and the Assumed Liabilities; and (k) joint written instructions in accordance with section 3(a)(i) of the Escrow Agreement, duly executed by the Equity SellerRolling Stock.

Deliveries by Sellers. At the Closing, Sellers will shall deliver or cause procure delivery to be delivered to Buyers the followingPurchaser of: (a) appropriate instruments physical possession of assignment and transfer duly executed by Equity Seller, evidencing the transfer all of the Membership Interests to Equity BuyerAcquired Assets capable of passing by delivery with the intent that title in such Acquired Assets shall pass by and upon delivery; (b) a Transition Services Agreement related to United States operationsone or more bills of sale, in form and substance reasonably satisfactory to each of Purchaser, Parentco, and GECC, conveying in the aggregate all of the owned personal property of Sellers included in the Acquired Assets, duly executed by Sellers; (c) one or more assignments and assumptions of the Assumed Obligations, in form attached hereto as Exhibit D and substance reasonably satisfactory to each of Purchaser, Parentco, and and GECC (collectively, the “Transition Services Agreement - USAssignment and Assumption”), duly executed by Equity the relevant Seller and the Company; (c) a Transition Services Agreement related to Canadian operations, in the form attached hereto as Exhibit E (the “Transition Services Agreement - Canada”), duly executed by Asset Selleror Sellers; (d) a Call Center Agreement, in the form attached hereto as Exhibit F (the “Call Center Agreement”), duly executed by Equity Seller Intellectual Property assignments in form and substance reasonably satisfactory to each of Purchaser, Parentco, and GECC each in recordable form to the Companyextent necessary to assign such rights; (e) a Lease Assignment Agreementan affidavit from each Seller, assigning dated as of the Leased Real Property set forth on Schedule 6.2(g) to the Company, duly executed by Equity Seller and the Company; (f) the consents listed on Schedule 3.5(b)(i)Closing Date, in a form and substance satisfactory required under the Treasury Regulations issued pursuant to Equity Buyer; (g) an affidavit Section 1445 of the Code stating such Seller’s taxpayer identification number and that under penalties of perjury Equity such Seller is not a foreign person or a U.S. real property holding corporation within the definition of Section 897(c)(2pursuant to section 1445(b)(2) of the Code; (f) special warranty or limited warranty deeds (as may be applicable) with respect to each Assumed Owned Real Property, pursuant in form and substance reasonably satisfactory to Treasury Regulation Section 1.1445-2(c)(3)Purchaser, andsubject only to the Permitted Liens; (g) all affidavits, if withholding is determinedGAP undertakings and other title clearance documents reasonably necessary for the title insurer to insure fee simple title to each Assumed Owned Real Property and all recorded easements benefiting such parcels, pursuant subject only to Section 2.8Permitted Liens, to be required, a complete and accurate IRS Form W-9 identifying Equity Seller’s U.S. taxpayer identification number, each duly executed by Equity Sellerwith gap coverage from Sellers through the date of recording; (h) certified copies of the resolutions adopted by the board of directors of Sellers authorizing the execution and delivery of this Agreement and the other Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby[Intentionally Omitted]; (i) a certificate of the Secretary of State or other appropriate official of its jurisdiction of incorporation with respect to the effect that the Company Assumed Facility Leases, any landlord estoppel letters and SSI is landlord waivers from landlord’s lenders, landlord lien waivers and landlord consents to leasehold mortgages or collateral assignments of leases, if required by Purchaser’s lender in good standing (or the equivalent thereof) in such jurisdictionform and substance reasonably satisfactory to Purchaser’s lender; (j) a xxxx certificates of sale title and title transfer documents to all titled motor vehicles; (k) an assignment and assumption agreement with respect to Sellers’ Permits and warranties in form and substance reasonably acceptable to Purchaser, whereby Sellers shall assign to Purchaser all of their respective rights in and to any Permits and warranties relating (directly or indirectly) to the Acquired Assets or the Business, to the extent such Permits and warranties are assignable; (l) all the Books and Records, subject to the rights of access to the Books and Records as provided in Section 12.9; (m) such other instruments, in form attached hereto and substance, reasonably satisfactory to Purchaser and its counsel, as Exhibit C (are necessary to vest in Purchaser good and marketable title in and to the “Assignment and Assumption Agreement”), duly executed by Asset Seller, transferring owned Acquired Assets in accordance with the tangible personal property included in the Transferred Assets to Asset Buyer and effecting the assignment to and assumption by Asset Buyer of the Transferred Assets and the Assumed Liabilitiesprovisions hereof; and (kn) joint written instructions in accordance with section 3(a)(isuch documentation as may be necessary to change the authorized signatories on any bank accounts or powers of attorney relating (directly or indirectly) of to the Escrow Agreement, duly executed by Acquired Assets or the Equity SellerBusiness.

Deliveries by Sellers. At the Closing, Sellers will shall deliver or cause procure delivery to be delivered to Buyers the followingPurchaser of: (a) appropriate instruments physical possession of assignment and transfer duly executed by Equity Seller, evidencing the transfer all of the Membership Interests to Equity BuyerAcquired Assets capable of passing by delivery with the intent that title in such Acquired Assets shall pass by and upon delivery; (b) a Transition Services Agreement related to United States operationsone or more bills of sale, in the form attached hereto as Exhibit D (D, conveying in the “Transition Services Agreement - US”)aggregate all of the owned personal property of each Seller included in the Acquired Assets, duly executed by Equity Seller and the Companyeach Seller; (c) a Transition Services Agreement related to Canadian operationsone or more assignments and assumptions of the Assumed Obligations, in the form attached hereto as Exhibit E (collectively, the “Transition Services Agreement - Canada”"Assignment and Assumption"), duly executed by Asset Sellerthe relevant Seller or Sellers; (d) a Call Center Agreement, fully executed intellectual property assignments in the form forms attached hereto as Exhibit F (Exhibits F-1, F-2 and F-3, each in recordable form to the “Call Center Agreement”), duly executed by Equity Seller and the Companyextent necessary to assign such rights; (e) a Lease Assignment Agreement, assigning the Leased Real Property set forth on Schedule 6.2(g) to the Company, duly executed by Equity Seller and the Company; (f) the consents listed on Schedule 3.5(b)(i), in a form and substance satisfactory to Equity Buyer; (g) an affidavit from each Seller stating such Seller's taxpayer identification number and that under penalties of perjury Equity such Seller is not a foreign person or a U.S. real property holding corporation within the definition of Section 897(c)(2pursuant to section 1445(b)(2) of the Code, pursuant ; (f) Sellers shall deliver the Title Policies to Treasury Regulation Section 1.1445-2(c)(3), and, if withholding is determined, pursuant Purchaser; (g) Sellers shall deliver the Surveys to Section 2.8, to be required, a complete and accurate IRS Form W-9 identifying Equity Seller’s U.S. taxpayer identification number, each duly executed by Equity SellerPurchaser; (h) certified copies with respect to the Assumed Facility Leases, any landlord estoppel letters and landlord waivers from landlord's lenders, landlord lien waivers and landlord consents to leasehold mortgages or collateral assignments of the resolutions adopted leases, if required by the board of directors of Sellers authorizing the execution and delivery of this Agreement and the other Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and therebyPurchaser's lenders; (i) a certificate certificates of the Secretary of State or other appropriate official of its jurisdiction of incorporation title and title transfer documents to the effect that the Company and SSI is in good standing (or the equivalent thereof) in such jurisdictionall titled motor vehicles; (j) a xxxx of sale and an assignment and assumption agreement with respect to Permits and warranties in form and substance reasonably acceptable to Purchaser, whereby Sellers shall assign to Purchaser all of their respective rights in and to any Permits and warranties relating to the form attached hereto as Exhibit C Acquired Assets or the Business, to the extent such Permits and warranties are assignable; (the “Assignment k) all Books and Assumption Agreement”), duly executed by Asset Seller, transferring the tangible personal property included in the Transferred Assets to Asset Buyer and effecting the assignment to and assumption by Asset Buyer of the Transferred Assets and the Assumed LiabilitiesRecords; and (kl) joint written instructions such other instruments as shall be reasonably requested by Purchaser to vest in Purchaser title in and to the Acquired Assets in accordance with section 3(a)(i) of the Escrow Agreement, duly executed by the Equity Sellerprovisions hereof.

Deliveries by Sellers. At the Closing, Sellers will shall deliver or cause to be delivered Purchaser with respect to Buyers the followingPurchased Assets: (a) appropriate instruments of assignment and transfer a duly executed by Equity Seller, evidencing bill of sale in the transfer form of Exhibit F hereto (the Membership Interests to Equity Buyer"Bill of Sale"); (b) a Transition Services Agreement related to United States operations, duly executed general assignment and xxxumption agreement in the form attached hereto as of Exhibit D (the “Transition Services Agreement - US”), duly executed by Equity Seller and the CompanyG hereto; (c) a Transition Services Agreement related to Canadian operationsduly executed assignments of the trademark registrations and applications, patent registrations and applications, copyrights and domain names, in the form attached hereto suitable for recording in the U.S. Patent and Trademark Office, substantially in the forms annexed as Exhibit E (the “Transition Services Agreement - Canada”)Exhibits H, duly executed by Asset SellerI, J and K hereto, respectively, and general assignments of all other Intellectual Property; (d) a Call Center Agreementduly executed special warranty deeds, as that term is commonly understood in the respective jurisdictions (subject only to Permitted Exceptions), substantially in the form attached hereto of Exhibit L for each of the Material Owned Real Properties, quit claim deeds, as that term is commonly understood in the respective jurisdictions, substantially in the form of Exhibit F M for each of the Immaterial Owned Real Properties, a certificate in compliance with the Foreign Investment in Real Property Tax Act ("FIRPTA") certifying that the “Call Center Agreement”)respective Seller is not a person or entity subject to withholding under FIRPTA, duly a "No Mechanic's Lien" affidavit, GAP Undertaking, and all other customary title clearance documents required by the title insurance company issuing the policies with respect to each of the Owned Real Properties and each of the Leased Real Properties for which title insurance policies are being obtained by Purchaser, including, without limitation, a survey affidavit, executed by Equity Seller and the Company;appropriate Seller, together with any necessary state, county or municipal transfer declarations as required by Law. (e) a Lease Assignment Agreement, assigning the Leased duly executed assignment and assumption of Contracts and Real Property set forth on Schedule 6.2(g) to Leases in the Company, duly executed by Equity Seller and the Companyform of Exhibit N hereto; (f) the consents listed on Schedule 3.5(b)(iofficer's certificate required to be delivered pursuant to Section 10.1(c), in a form and substance satisfactory to Equity Buyer; (g) an affidavit stating that all assignments and transfer instruments necessary to transfer control, ownership and signature authority of all bank accounts, lockbox accounts, securities accounts, and other accounts under penalties the name of perjury Equity any Seller is not a foreign person or a U.S. real property holding corporation within the definition of Section 897(c)(2) as of the CodeClosing Date along with a schedule of all such bank accounts, pursuant to Treasury Regulation Section 1.1445-2(c)(3)lockbox accounts, andsecurities accounts, if withholding is determinedand other accounts with account numbers, pursuant to Section 2.8, to be required, a complete bank name and accurate IRS Form W-9 identifying Equity Seller’s U.S. taxpayer identification number, each duly executed address and other information reasonably requested by Equity SellerPurchaser with respect thereto; (h) certified copies UCC-3 termination Statements, control agreement terminations and other release documents releasing all Liens of the resolutions adopted by agents and lenders under the board of directors of Sellers authorizing the execution and delivery of this Agreement and the other Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and therebyDIP Credit Agreement; (i) a certificate all assignments and transfers of certificates of title and registrations for all vehicles owned by Sellers as of the Secretary Closing Date along with a schedule of State or other appropriate official of its jurisdiction of incorporation to the effect that the Company all such vehicles and SSI is in good standing (or the equivalent thereof) in such jurisdictioninformation reasonably requested by Purchaser with respect thereto; (j) a xxxx of sale and assignment and assumption agreement in written notice to the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”)Escrow Agent, duly executed by Asset Sellerthe Company, transferring the tangible personal property included in the Transferred Assets to Asset Buyer and effecting the assignment to and assumption by Asset Buyer of the Transferred Assets and the Assumed Liabilities; and (k) joint written instructions in accordance with section 3(a)(iClosing pursuant to Section 3(e) of the Escrow Agreement, duly ; (k) the indemnity agreement executed by J.P. Stevens & Co., Inc. in the Equity Sellerform of Exhibit S hereto, and the exxxxxxx xxxxxe to its insurance company that it is entering into the indemnity agreement. (l) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Purchaser, as may be necessary to convey the Purchased Assets to Purchaser or any of its Affiliates designated by Purchaser pursuant to Section 12.11.

Deliveries by Sellers. At the Closing, Sellers will deliver shall deliver, or cause to be delivered delivered, to Buyers the followingPurchaser: (a) appropriate instruments subject to the provisions of assignment Section 2.10 and transfer duly executed by Equity SellerSection 2.11, evidencing with respect to the transfer of Real Property (other than the Membership Interests JV Real Property), one or more special warranty deeds or local equivalents conveying the Real Property subject only to Equity BuyerPermitted Liens; (b) a Transition Services Agreement related to United States operations, an assignment and assumption agreement substantially in the form attached hereto as Exhibit D (the “Transition Services Agreement - USJV Assignment”), duly executed and such other documents reasonably required by Equity Seller and Purchaser, evidencing the Companytransfer to Purchaser of the Sellers’ interests in the JV Investors; (c) a Transition Services Agreement related to Canadian operations, duly executed xxxx of sale substantially in the form attached hereto as Exhibit E (the “Transition Services Agreement - CanadaXxxx of Sale”), duly executed by Asset Seller; (d) a Call Center Agreement, duly executed assignment and assumption agreement substantially in the form attached hereto as Exhibit F (F, with respect to the “Call Center Agreement”), duly executed by Equity Seller Purchased Leases and the Company; (e) a Lease Assignment Agreement, assigning the Leased Real Property set forth on Schedule 6.2(g) to the Company, duly executed by Equity Seller and the Company; (f) the consents listed on Schedule 3.5(b)(i), in a form and substance satisfactory to Equity Buyer; (g) an affidavit stating that under penalties of perjury Equity Seller is not a foreign person or a U.S. real property holding corporation within the definition of Section 897(c)(2) of the Code, pursuant to Treasury Regulation Section 1.1445-2(c)(3), and, if withholding is determined, pursuant to Section 2.8, to be required, a complete and accurate IRS Form W-9 identifying Equity Seller’s U.S. taxpayer identification number, each duly executed by Equity Seller; (h) certified copies of the resolutions adopted by the board of directors of Sellers authorizing the execution and delivery of this Agreement and the other Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby; (i) a certificate of the Secretary of State or other appropriate official of its jurisdiction of incorporation to the effect that the Company and SSI is in good standing (or the equivalent thereof) in such jurisdiction; (j) a xxxx of sale and assignment and assumption agreement in the form attached hereto as Exhibit C Purchased Contracts (the “Assignment and Assumption Agreement”), duly ; (e) executed by Asset Seller, transferring the tangible personal intellectual property assignments and licenses with respect to Documents and Intellectual Property included in the Transferred Purchased Assets, including any such Documents which respect to which the Sellers are licensees, all in form and substance reasonably acceptable to the parties and as may be necessary to assign or license, as the case may be, the Documents and Intellectual Property included in the Purchased Assets (such assignments and licenses, the “IP Assignments”); (f) the officer’s certificate required to be delivered pursuant to Section 9.1(a) and Section 9.1(b); (g) an affidavit of non-foreign status complying with the requirements of Treasury Regulation section 1.1445-2 from each Person treated as a Seller for United States federal income Tax purposes; (h) subject to the provisions of Section 2.11, with respect to any HOA, an assignment of all rights of Sellers as declarant under the applicable HOA Documents, in form and substance reasonably acceptable to the parties and in a form for recordation in the applicable land records together with a resignation executed by each individual designated or appointed to the board of directors or other governing body of any HOA by any Seller resigning from such board of directors or other governing body; (i) organizational documents, resolutions, incumbency certificates and other documents as to the authority of Sellers as may be required by the Title Company; (j) a so-called owner’s affidavit and such other documentation as may be required by the Title Company in order to issue one or more title insurance policies to Purchaser; (k) evidence, satisfactory to Purchaser in its sole discretion, that there will be no default under the organizational documents of the JV Entities after giving effect to the Closing; (l) all other instruments of conveyance and transfer (including applicable Transfer Tax forms and filings), in form and substance reasonably acceptable to Purchaser or as may be required by the Title Company, as may be necessary to convey the Purchased Assets to Asset Buyer and effecting Purchaser or to issue policies of title insurance to Purchaser with respect to the assignment to and assumption by Asset Buyer of the Transferred Assets and the Assumed LiabilitiesPurchased Assets; and (km) joint written instructions in accordance with section 3(a)(i) possession of the Escrow Agreement, duly executed by the Equity SellerPurchased Assets.

Deliveries by Sellers. At the Closing, Sellers will deliver the applicable Seller shall deliver, or cause to be delivered delivered, to Buyers Purchaser the following: (a) appropriate instruments Duly executed counterparts of assignment and transfer duly executed by Equity Seller, evidencing the transfer each of the Membership Interests Ancillary Agreements to Equity Buyerwhich such Seller or any of its respective Affiliates is a party; (b) Duly executed counterparts to each Xxxx of Sale to which such Seller or any of its Subsidiaries is a Transition Services Agreement related to United States operations, in the form attached hereto as Exhibit D (the “Transition Services Agreement - US”), duly executed by Equity Seller and the Companyparty; (c) Duly executed counterparts to each Assignment and Assumption Agreement to which such Seller or any of its Subsidiaries is a Transition Services Agreement related to Canadian operations, in the form attached hereto as Exhibit E (the “Transition Services Agreement - Canada”), duly executed by Asset Sellerparty; (d) a Call Center Agreement, in Evidence of the form attached hereto as Exhibit F (obtaining of the “Call Center Agreement”), duly executed by Equity Seller and the CompanyRequired Approvals; (e) a Lease Assignment AgreementSpecial warranty deeds (or their substantive equivalent) in recordable form transferring good and marketable fee simple title, assigning subject to any Permitted Liens, to the Purchased Real Property owned by such Seller or any of its Subsidiaries and assignments of leases in recordable form transferring good and marketable leasehold title, subject to any Permitted Liens and obtaining any Third-Party Consents, to the Leased Real Property set forth on Schedule 6.2(gthat is the subject of the Assigned Leases, in each case to Purchaser or its designee and such customary documents as are reasonably necessary for Purchaser to purchase title insurance policies for the Purchased Real Property (subject to any Permitted Liens) to as of the Company, duly executed by Equity Seller and the CompanyEffective Time; (f) A duly executed certificate of non-foreign status from such Seller and each of its Subsidiaries conveying real property located in the consents listed on Schedule 3.5(b)(i), in a form and substance satisfactory to Equity BuyerUnited States that complies with Section 1445 of the Code; (g) an affidavit stating Subject to Section 6.1(b), the Books and Records held by such Seller and its Subsidiaries; provided, however, that under penalties of perjury Equity Seller is not a foreign person or a U.S. real property holding corporation within the definition of Section 897(c)(2) each Selling Entity may retain copies of the CodeBooks and Records to the extent reasonably necessary for, pursuant and solely for use in connection with, litigation or disputes relating to Treasury Regulation Section 1.1445-2(c)(3)Excluded Liabilities or in order to comply with Applicable Law or tax or regulatory requirements; provided, andfurther, if withholding is determinedthat the Sellers shall not deliver but shall provide Purchaser with access to any Books and Records that cannot, pursuant to Section 2.8without unreasonable effort or expense, to be required, a complete separated from books and accurate IRS Form W-9 identifying Equity Seller’s U.S. taxpayer identification number, each duly executed records maintained by Equity Sellerthe Sellers or their respective Affiliates in connection with their respective business other than the CRS Business; (h) certified copies The certificate to be delivered pursuant to Section 7.2(c) by such Seller; and (i) Secretary’s certificates, evidence of the resolutions adopted by the board corporate existence and good standing, evidence of directors corporate approvals and other similar documents, and such other customary instruments of Sellers authorizing the execution transfer or assumption, in each case in form and delivery of substance reasonably satisfactory to Purchaser, as may be required to give effect to this Agreement and the other Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby; (i) a certificate of the Secretary of State or other appropriate official of its jurisdiction of incorporation to the effect that the Company and SSI is in good standing (or the equivalent thereof) in such jurisdiction; (j) a xxxx of sale and assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by Asset Seller, transferring the tangible personal property included in the Transferred Assets to Asset Buyer and effecting the assignment to and assumption by Asset Buyer of the Transferred Assets and the Assumed Liabilities; and (k) joint written instructions in accordance with section 3(a)(i) of the Escrow Agreement, duly executed by the Equity SellerAncillary Agreements.

Deliveries by Sellers. At the Closing, Sellers will deliver or cause to be delivered to Buyers the followingPurchaser: (a) appropriate instruments the General Assignments and Bills of assignment and transfer Sale for the Purchased Assets, each duly executed by Equity the applicable Seller, evidencing the transfer of the Membership Interests to Equity Buyer; (b) a Transition Services Agreement related to United States operationsthe Lease Assignment and Assumption Agreements for the assumed Leases and Purchased Leased Real Property, in the form attached hereto as Exhibit D (the “Transition Services Agreement - US”), each duly executed by Equity Seller and the Companyapplicable Seller; (c) a Transition Services Agreement related to Canadian operationsthe Contracts Assignment and Assumption Agreements for the assumed Contracts, in the form attached hereto as Exhibit E (the “Transition Services Agreement - Canada”), each duly executed by Asset the applicable Seller; (d) special warranty or limited warranty deeds (or similar deeds to convey title with warranties limited only to grantor's acts in a Call Center Agreement, particular jurisdiction where the Owned Real Property is located) to the Owned Real Property in the form attached hereto as Exhibit F (the “Call Center Agreement”)recordable form, duly executed by Equity Seller and the Companyapplicable Seller; (e) a Lease Assignment Agreement, assigning the Leased Real Property set forth on Schedule 6.2(g) to the Company, all documents of title and instruments of conveyance (duly executed by Equity Seller the applicable Seller) necessary to transfer record and/or beneficial ownership to Purchaser of all automobiles, trucks and trailers owned by Sellers (and any other Purchased Assets owned by Sellers which require execution, endorsement and/or delivery of a document in order to vest record or beneficial ownership thereof in Purchaser) which are included in the CompanyPurchased Assets; (f) the consents listed on Schedule 3.5(b)(iofficers certificate required to be delivered pursuant to Sections ‎9.1(a) and ‎9.1(b), in a form and substance satisfactory to Equity Buyer;; and (g) an affidavit stating that under penalties all other deeds, endorsements, assignments, company seals, instruments of perjury Equity Seller is not a foreign person transfer and other instruments of conveyance reasonably requested by Purchaser or a U.S. real property holding corporation within required to convey and assign the definition Purchased Assets to Purchaser and vest title therein in Purchaser free and clear of Section 897(c)(2) of the Code, pursuant to Treasury Regulation Section 1.1445-2(c)(3), and, if withholding is determined, pursuant to Section 2.8, to be required, a complete and accurate IRS Form W-9 identifying Equity Seller’s U.S. taxpayer identification number, each duly executed by Equity Seller; all Liens (h) certified copies of the resolutions adopted other than those released by the board of directors of Sellers authorizing the execution Sale Order, those created by Purchaser and delivery of this Agreement and the other Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby; (i) a certificate of the Secretary of State or other appropriate official of its jurisdiction of incorporation to the effect that the Company and SSI is in good standing (or the equivalent thereof) in such jurisdiction; (j) a xxxx of sale and assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”Transferred Exceptions), duly executed by Asset Seller, transferring the tangible personal property included in the Transferred Assets to Asset Buyer and effecting the assignment to and assumption by Asset Buyer of the Transferred Assets and the Assumed Liabilities; and (k) joint written instructions in accordance with section 3(a)(i) of the Escrow Agreement, duly executed by the Equity Seller.

Deliveries by Sellers. At the Closing, Sellers will shall deliver or cause to be delivered to Buyers the followingBuyer: (a) appropriate a Bxxx of Sale and Assignment and Assumption Agreement (the “Bxxx of Sale”) and such other assignments and instruments of assignment conveyance and transfer duly executed by Equity SellerSellers, evidencing as shall be effective to vest Buyer with full and complete right, title and interest in and to the transfer Acquired Assets, free and clear of the Membership Interests to Equity Buyerall Liens; (b) a Transition Services Agreement related certificate executed and delivered by Posteluk attesting and certifying as to United States operationsthe organizational documents of Sellers (including Sellers’ charters, in certified as of a recent date by the form attached hereto as Exhibit D (Secretary of State of the “Transition Services Agreement - US”State of Wisconsin, and Sellers’ limited liability company agreements), duly executed by Equity Seller and the Company; (c) a Transition Services Agreement related certificate of good standing of each Seller issued not earlier than five days prior to Canadian operations, in the form attached hereto as Exhibit E (Closing Date by the “Transition Services Agreement - Canada”), duly executed by Asset SellerSecretary of State of the State of Wisconsin; (d) a Call Center Agreement, in the form attached hereto as Exhibit F (the “Call Center Agreement”), duly executed by Equity Seller and the Companyall Required Consents; (e) a Lease Assignment Agreement, assigning evidence satisfactory to Buyer that all Liens on the Leased Real Property set forth on Schedule 6.2(g) to the Company, duly executed by Equity Seller and the CompanyAcquired Assets have been released; (f) amendments to the consents listed on Schedule 3.5(b)(i)leases for the real property located in Hayward, in Neillsville, Rapids, Axxxx and the corporate office adding a form and substance satisfactory to Equity Buyersix-month termination provision, duly executed by all parties thereto; (g) an a non-foreign affidavit dated as of the Closing Date sworn under penalty of perjury and in form and substance required under the Treasury Regulation pursuant to Section 1445 of the Code from each Seller stating that under penalties of perjury Equity Seller it is not a foreign person or a U.S. real property holding corporation within the definition of “Foreign Person” as defined in Section 897(c)(2) 1445 of the Code, pursuant to Treasury Regulation Section 1.1445-2(c)(3), ; and, if withholding is determined, pursuant to Section 2.8, to be required, a complete and accurate IRS Form W-9 identifying Equity Seller’s U.S. taxpayer identification number, each duly executed by Equity Seller; (h) certified copies of such other documents and instruments as Buyer may reasonably require in order to effectuate the resolutions adopted by the board of directors of Sellers authorizing the execution Transactions. All documents and delivery of this Agreement instruments delivered to Buyer shall be in form and the other Transaction Documents substance reasonably satisfactory to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby; (i) a certificate of the Secretary of State or other appropriate official of its jurisdiction of incorporation to the effect that the Company and SSI is in good standing (or the equivalent thereof) in such jurisdiction; (j) a xxxx of sale and assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by Asset Seller, transferring the tangible personal property included in the Transferred Assets to Asset Buyer and effecting the assignment to and assumption by Asset Buyer of the Transferred Assets and the Assumed Liabilities; and (k) joint written instructions in accordance with section 3(a)(i) of the Escrow Agreement, duly executed by the Equity SellerBuyer.