Common use of Deliveries by Sellers Clause in Contracts

Deliveries by Sellers. Sellers shall deliver or cause to be delivered to Purchasers at the Closing: i) For each Seller, a general warranty xxxx of sale and instrument of assignment to the Purchased Assets in the form of Exhibit K annexed hereto, duly executed by such Sellers. ii) The Assignment and Assumption of the Leases in the form of Exhibit L. iii) Assignments of all transferable or assignable licenses, Permits and warranties relating to the Purchased Assets and of any trademarks, trade names, patents and other Intellectual Property, duly executed and in form reasonably acceptable to Purchasers. iv) Certificates of the appropriate public officials to the effect that each Seller was a validly existing corporation in good standing in its state of incorporation as of a date not more than 30 days prior to the Closing Date. v) Incumbency and specimen signature certificates dated the Closing Date, signed by the officers of each Seller and certified by their respective Secretaries. vi) True and correct copies of (A) the Governing Documents (other than the bylaws) of each Seller as of a date not more than 30 days prior to the Closing Date, certified by the Secretaries of State of their respective states of incorporation and (B) the bylaws of each Seller as of the Closing Date, certified by their respective Secretaries. vii) Certificates of the respective Secretaries of Sellers (A) setting forth resolutions of the Board of Directors of each Seller and, if required by applicable law, the stockholders of each Seller authorizing the execution and delivery of this Agreement and the performance by such Sellers of the transactions contemplated hereby, and (B) to the effect that the Governing Documents of Sellers delivered pursuant to Section 6.3(a)(v) were in effect at the date of adoption of such resolutions, the date of execution of this Agreement and the Closing Date. viii) The Voting Trust Agreement executed by each Seller. ix) The opinion of Alter Xxxxxxxx & Mantel LLP, legal counsel to Sellers, in substantially the form of "Exhibit M". x) For each Seller, a completed New Theater Transition Form, in the form attached hereto as "Exhibit N". xi) Such other agreements and documents as Purchasers may reasonably request.

Deliveries by Sellers. At the Closing, Sellers shall deliver or cause to be delivered to Purchasers at Buyer the Closingfollowing: i(a) For each Seller, a general warranty xxxx of sale the officer's certificates contemplated by Sections 6.3(a) and instrument of assignment to the Purchased Assets in the form of Exhibit K annexed hereto, duly executed by such Sellers.6.3(b); ii(b) The Assignment and Assumption copies of the Leases in the form of Exhibit L. iii) Assignments of all transferable or assignable licenses, Permits and warranties relating to the Purchased Assets and of any trademarks, trade names, patents and other Intellectual Property, resolutions duly executed and in form reasonably acceptable to Purchasers. iv) Certificates of the appropriate public officials to the effect that each Seller was a validly existing corporation in good standing in its state of incorporation as of a date not more than 30 days prior to the Closing Date. v) Incumbency and specimen signature certificates dated the Closing Date, signed adopted by the officers board of each Seller and certified by their respective Secretaries. vi) True and correct copies directors or board of (A) the Governing Documents (other than the bylaws) of each Seller as of a date not more than 30 days prior to the Closing Date, certified by the Secretaries of State of their respective states of incorporation and (B) the bylaws of each Seller as of the Closing Date, certified by their respective Secretaries. vii) Certificates of the respective Secretaries of Sellers (A) setting forth resolutions of the Board of Directors of each Seller and, if required by applicable law, the stockholders managers of each Seller authorizing and approving the execution and delivery of this Agreement and the performance by such Sellers consummation of the transactions contemplated herebyContemplated Transactions, certified as true and (B) to in full force and effect as of the effect that Closing Date by the Governing Documents of Sellers delivered pursuant to Section 6.3(a)(v) were in effect at the date of adoption appropriate officers or managers of such resolutions, Seller; (c) certificates of incumbency for the date respective officers or managers of execution of each Seller executing this Agreement and other Closing documents, dated as of the Closing Date.; viii(d) The Voting Trust Agreement the Xxxx of Sale duly executed by each Seller.; ix(e) The opinion each of Alter Xxxxxxxx & Mantel LLPthe Deeds duly executed by the appropriate Seller together with any necessary transfer declarations or other filings; (f) each of the Intangible Property License Agreements and the Gasboy/MSI Intangible Property Instruments duly executed by the appropriate Sellers; (g) the Transition Supply Agreement for the provision by Sellers to Buyer of the services listed on Schedule 2.2(g), legal counsel to Sellersbe negotiated in good faith by Sellers and Buyer prior to the Closing (the "Transition Supply Agreement"), in substantially form reasonably satisfactory to Buyer, duly executed by the form appropriate Sellers; (h) except to the extent obviated by the Sale Order, copies of "Exhibit M". x) For each Sellerall required consents, a completed New Theater Transition Formapprovals and authorizations, in form and substance reasonably satisfactory to Buyer, to the form attached hereto Contemplated Transactions from the other parties to the material Assumed Contracts (including the consents specified on Schedule 3.5) and to the extent necessary to validly assign to Buyer the Intangible Properties; (i) copies of the releases of Parent's lenders permitting (i) the sale by TG Canada of its assets pursuant to this Agreement and (ii) the entering into of the Intangible Property License Agreements and the Gasboy/MSI Intangible Property Instruments; (j) evidence reasonably satisfactory to Buyer of compliance with the notice provisions set forth in the Bidding Procedures Order and the Sale Order; (k) certificates of each Seller transferring real property of such Seller's non-foreign status as "Exhibit N"provided in Treasury Regulation Section 1.1445-2(b); (l) a certificate of good standing (to the extent the concept of good standing is recognized in such jurisdiction) as of a recent date for TG Canada; and (m) such other duly executed documents, instruments and certificates as may be necessary or appropriate to be delivered by Sellers pursuant to the terms of this Agreement. xi) Such other agreements and documents as Purchasers may reasonably request.

Deliveries by Sellers. At the Closing, each of Sellers shall deliver as to itself will deliver, or cause to be delivered delivered, the following to Purchasers at the ClosingBuyer: i(a) For each SellerThe Xxxx of Sale, a general warranty xxxx duly executed by Penelec and NGE; (b) Copies of sale any and instrument of assignment all governmental and other third party consents, waivers or approvals obtained by Sellers with respect to the transfer of the Purchased Assets Assets, or the consummation of the transactions contemplated by this Agreement; (c) The opinions of counsel and officer's certificates contemplated by Section 7.1; (d) One or more special warranty deeds conveying the Real Property to Buyer, in substantially the form of Exhibit K annexed F hereto, duly executed and acknowledged by such Sellers.Penelec and NGE and in recordable form; ii(e) The Assignment and Assumption of the Leases in the form of Exhibit L. iii) Assignments of all transferable or assignable licenses, Permits and warranties relating to the Purchased Assets and of any trademarks, trade names, patents and other Intellectual PropertyAgreement, duly executed by Penelec and in form reasonably acceptable to Purchasers.NGE; iv(f) Certificates of the appropriate public officials to the effect that each Seller was a validly existing corporation in good standing in its state of incorporation as of a date not more than 30 days prior to the Closing Date.A FIRPTA Affidavit, duly executed by Sellers; v(g) Incumbency and specimen signature certificates dated the Closing Date, signed by the officers of each Seller and certified by their respective Secretaries. vi) True and correct copies of (A) the Governing Documents (other than the bylaws) of each Seller as of a date not more than 30 days prior to the Closing DateCopies, certified by the Secretaries of State of their respective states of incorporation and (B) the bylaws Secretary or Assistant Secretary of each Seller as Seller, of the Closing Date, certified by their respective Secretaries. vii) Certificates of the respective Secretaries of Sellers (A) setting forth corporate resolutions of the Board of Directors of each Seller and, if required by applicable law, the stockholders of each Seller authorizing the execution and delivery of this Agreement and all of the performance agreements and instruments to be executed and delivered by such Sellers in connection herewith, and the consummation of the transactions contemplated hereby, ; (h) A certificate of the Secretary or Assistant Secretary of each Seller identifying the name and (B) to title and bearing the effect that signatures of the Governing Documents of Sellers delivered pursuant to Section 6.3(a)(v) were in effect at the date of adoption officers of such resolutions, the date of execution of Seller authorized to execute and deliver this Agreement and the Closing Date.other agreements and instruments contemplated hereby; viii(i) The Voting Trust Agreement executed by each Seller. ix) The opinion Certificates of Alter Xxxxxxxx & Mantel LLP, legal counsel Good Standing with respect to the Sellers, in substantially issued by the form Secretary of "Exhibit M".the State of each Sellers' state of incorporation, as applicable; x(j) For each SellerTo the extent available, a completed New Theater Transition Formoriginals of all Sellers' Agreements, Real Property Leases and Transferable Permits and, if not available, true and correct copies thereof; (k) All such other instruments of assignment, transfer or conveyance as shall, in the form attached hereto as "Exhibit N".reasonable opinion of Buyer and its counsel, be necessary or desirable to transfer to Buyer the Purchased Assets, in accordance with this Agreement and where necessary or desirable in recordable form; and xi(l) Such other agreements agreements, documents, instruments and documents writings as Purchasers may are required to be delivered by Sellers at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requestrequired in connection herewith.

Deliveries by Sellers. At the Closing, Sellers shall deliver or cause to be delivered to Purchasers at Buyers the Closingfollowing: i(a) For each SellerA copy of all Remington corporate resolutions authorizing the execution, delivery and performance of the Remington Agreements, and the consummation by Remington of the transactions provided for herein and therein, accompanied by the certification of the Secretary (or any assistant Secretary) of Remington to the effect that such resolutions are in full force and effect and have not been amended, modified or rescinded; (b) A copy of all RA Brands resolutions authorizing the execution, delivery and performance of the RA Brands Agreements, and the consummation by RA Brands of the transactions provided for herein and therein, accompanied by the certification of a general warranty xxxx member or manager of sale RA Brands to the effect that such resolutions are in full force and instrument effect and have not been amended, modified or rescinded; (c) Evidence of the removal of Liens, if any; (d) Evidence of that all Required Consents have been obtained or satisfied (except for any Unassigned Agreements described in Section 6.7); (e) Assignments of trademarks, copyrights, and such other instruments of assignment as may be necessary to file with the appropriate governmental agencies to transfer to the Purchased Assets applicable Buyer all rights in the Intellectual Property; (f) Bills of Sale, in the form of Exhibit K annexed C, and such other instruments of transfer as Buyers may reasonably request to convey and vest in the applicable Buyer all of Sellers’ right, title and interest in and to all of the remaining Purchased Assets; (g) The Transitional Services Agreement attached as Exhibit D hereto; (h) The Remington License Agreement attached as Exhibit E hereto; (i) An agreement between certain of the Buyers and Remington for the provision of certain consulting services from and after Closing (the “Consulting Agreement”) attached as Exhibit F hereto; (j) An employment agreement between Remington and Xxxxx Xxxxxxx providing for the employment by Remington of Xx. Xxxxxxx from and after the Closing Date through December 31, 2004; and (k) An opinion received from Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, counsel for Sellers, with respect to the matters set forth in Exhibit G attached hereto, duly executed by such Sellers. ii) The Assignment which shall be addressed to Buyers, and Assumption of the Leases in the form of Exhibit L. iii) Assignments of all transferable or assignable licenses, Permits and warranties relating to the Purchased Assets and of any trademarks, trade names, patents and other Intellectual Property, duly executed and in form reasonably acceptable to Purchasers. iv) Certificates of the appropriate public officials to the effect that each Seller was a validly existing corporation in good standing in its state of incorporation dated as of a date not more than 30 days prior to the Closing Date. v(l) Incumbency and specimen signature certificates dated the Closing Date, signed by the officers A Supply Agreement reasonably satisfactory to both parties hereto; (m) The Escrow Agreement attached as Exhibit I hereto; and (n) A certificate of an officer of each Seller and certified by their respective Secretaries. vi) True and correct copies of (A) the Governing Documents (other than the bylaws) of each Seller as of a date not more than 30 days prior to the Closing DateSeller, certified by the Secretaries of State of their respective states of incorporation and (B) the bylaws of each Seller dated as of the Closing Date, certified by their respective Secretaries. viistating that the conditions specified in Sections 7.4(a)(i) Certificates of the respective Secretaries of Sellers (A) setting forth resolutions of the Board of Directors of each Seller and, if required by applicable law, the stockholders of each Seller authorizing the execution and delivery of this Agreement and the performance by such Sellers of the transactions contemplated hereby, and (Biv) have been fully satisfied; and (o) Correct and complete Schedule 1.2(c) updated to the effect that the Governing Documents of Sellers delivered pursuant to Section 6.3(a)(v) were add customer contracts approved by Buyers in effect at the date of adoption of such resolutions, the date of execution of this Agreement and the Closing Datetheir sole discretion. viii) The Voting Trust Agreement executed by each Seller. ix) The opinion of Alter Xxxxxxxx & Mantel LLP, legal counsel to Sellers, in substantially the form of "Exhibit M". x) For each Seller, a completed New Theater Transition Form, in the form attached hereto as "Exhibit N". xi) Such other agreements and documents as Purchasers may reasonably request.

Deliveries by Sellers. (1) Sellers shall execute and deliver to Buyer for recording a special warranty deed ("Special Warranty Deed") conveying the Real Property to Buyer free and clear of all liens, charges and encumbrances excepting only the Permitted Exceptions attached hereto as Exhibit K and the matters previously approved in writing by Buyer. (2) Sellers shall deliver or cause to be delivered to Purchasers at the Closing: ia bill xx sale ("Bill xx Sale") For each Seller, a general warranty xxxx of sale and instrument of assignment transferring title to the Purchased Acquired Assets listed on Schedule 3.14 to Buyer, substantially in the form of Exhibit K annexed hereto, duly executed by such Sellers. ii) The Assignment and Assumption of the Leases in the form of attached hereto as Exhibit L. iii(3) Assignments of all transferable or assignable licenses, Permits and warranties relating to the Purchased Assets and of any trademarks, trade names, patents and other Intellectual Property, duly executed and in form reasonably acceptable to Purchasers. iv) Certificates of the appropriate public officials to the effect that each Seller was a validly existing corporation in good standing in its state of incorporation as of a date not more than 30 days prior to the Closing Date. v) Incumbency and specimen signature certificates dated the Closing Date, signed by the officers of each Seller and Sellers shall deliver certified by their respective Secretaries. vi) True and correct copies of (A) the Governing Documents (other than the bylaws) of each Seller as of a date not more than 30 days prior to the Closing Date, certified by the Secretaries of State of their respective states of incorporation and (B) the bylaws of each Seller as of the Closing Date, certified by their respective Secretaries. vii) Certificates of the respective Secretaries of Sellers (A) setting forth resolutions of the Board of Directors and of each Seller and, if required by applicable law, the stockholders of each Seller their shareholders authorizing the execution and delivery of this Agreement and the performance by such Sellers of the transactions transaction contemplated hereby, and . (B4) Sellers shall deliver to Buyer an officer's certificate to the effect that each of the Governing Documents conditions specified below in Section 7.1.2 through Section 7.1.8 are satisfied in all respects. (5) Sellers shall deliver to Buyer an officer's certificate to the effect that all representations and warranties herein, and Schedules and Exhibits attached hereto, are true, correct and complete as of Closing; (6) Sellers shall deliver evidence to Buyer that all recorded financing statements reflecting a Security Interest in the Acquired Assets have been terminated. (7) Sellers shall deliver to Buyer the Standby Letter of Credit. (8) Sellers shall execute and deliver to Buyer an owner's affidavit executed by an Officer of each Seller regarding such matters as Buyer or the title insurance company issuing the Title Commitment and the Title Policy may reasonably require. Sellers shall cause to be delivered to Buyer the "marked-up" Title Commitment and, when appropriate, the Title Policy and a paid receipt for the premium due to the Title Company for the Title Commitment and the Title Policy. (9) Sellers shall execute and deliver to Buyer a certification that each Seller is not a "foreign person" or a "U.S. real property holding corporation" for purposes of Code Section 1445 10 and the regulations promulgated thereunder, and a certification with regards to the proceeds received by Sellers as a result of the transaction contemplated hereby; and Sellers hereby covenant and agree that failure to deliver said certification shall result in withholding, distribution and delivery by Buyer of the portion or percentage of the Purchase Price required to be withheld, distributed and delivered pursuant to Code Section 6.3(a)(v) were in effect at the date of adoption of such resolutions, the date of execution of this Agreement 1445 and the Closing Dateregulations promulgated thereunder. viii(10) The Voting Trust Agreement executed by each SellerSellers shall execute and deliver to Buyer such other documents or instruments as may be reasonably necessary to consummate the transaction contemplated hereby. ix(11) The opinion Sellers shall execute and/or otherwise cause to be delivered an assignment of Alter Xxxxxxxx & Mantel LLPall entitlement and development rights, legal counsel to Sellersincluding rights under all permits and approvals, in substantially not otherwise assigned, for the form of "Exhibit M"Business. x) For each Seller, a completed New Theater Transition Form, in the form attached hereto as "Exhibit N". xi) Such other agreements and documents as Purchasers may reasonably request.

Deliveries by Sellers. At the Closing, Sellers shall deliver or cause to be delivered to Purchasers at Purchaser and the Closingapplicable Purchasing Entity: (a) duly executed bills of sale in the form and substance reasonably satisfactory to the Purchaser, the Required Consenting Lenders and Sellers; (b) duly executed assignment and assumption agreements in the form and substance reasonably satisfactory to the Purchaser, the Required Consenting Lenders and Sellers and duly executed assignments of the U.S. and state trademark registrations and applications included in the Purchased Intellectual Property, in a form suitable for recording in the U.S. Patent and Trademark Office and the applicable Secretary of State offices, and general assignments of all other Purchased Intellectual Property; (c) (i) For all duly executed agreements required to form, effectuate and commence the activities of IP Holdco, (ii) a duly executed license among IP Holdco and New Opco and each Sellerof its Subsidiaries, pursuant to which IP Holdco grants to New Opco and each of its Subsidiaries a general perpetual, worldwide license in and to all Purchased Intellectual Property owned by IP Holdco, as further set forth therein; (iii) a duly executed license among IP Holdco and New Propco and each of its Subsidiaries (other than New Opco and each of its Subsidiaries), pursuant to which IP Holdco grants to such designee a perpetual, worldwide license in and to all Purchased Intellectual Property owned by IP Holdco, as further set forth therein; and (iv) all other agreements, duly executed, that are necessary or desirable to confirm and validate the rights of New Opco, New Propco and IP Holdco with respect to their respective ownership of or right to use any Purchased Intellectual Property; (d) special warranty xxxx or grant bargain sale deeds in proper statutory form for recording and otherwise in form and substance reasonably satisfactory to Purchaser conveying good and marketable title to the Owned Property, free and clear of sale all Liens (other than Permitted Exceptions); (e) a duly executed State of Nevada Declaration of Value in the form and instrument substance reasonably satisfactory to the Purchaser, the Required Consenting Lenders and Sellers; (f) certificates of assignment title or origin (or like documents) with respect to any vehicles or other equipment included in the Purchased Assets for which a certificate of title or origin is required in order to transfer title; (g) an assignment and assumption agreement, in recordable form, with respect to each of the form of Exhibit K annexed heretoReal Property Leases, duly executed by such Sellers.the applicable Seller and in form and substance reasonably satisfactory to Purchaser; and ii(h) The Assignment all other instruments of conveyance and Assumption of the Leases transfer, in the form of Exhibit L. iii) Assignments of all transferable or assignable licensesand substance reasonably acceptable to Purchaser, Permits and warranties relating as may be necessary to convey the Purchased Assets and of any trademarks, trade names, patents and other Intellectual Property, duly executed and in form reasonably acceptable to Purchasers. iv) Certificates of the appropriate public officials to the effect that each Seller was a validly existing corporation in good standing in its state of incorporation as of a date not more than 30 days prior to the Closing Dateapplicable Purchasing Entity. v) Incumbency and specimen signature certificates dated the Closing Date, signed by the officers of each Seller and certified by their respective Secretaries. vi) True and correct copies of (A) the Governing Documents (other than the bylaws) of each Seller as of a date not more than 30 days prior to the Closing Date, certified by the Secretaries of State of their respective states of incorporation and (B) the bylaws of each Seller as of the Closing Date, certified by their respective Secretaries. vii) Certificates of the respective Secretaries of Sellers (A) setting forth resolutions of the Board of Directors of each Seller and, if required by applicable law, the stockholders of each Seller authorizing the execution and delivery of this Agreement and the performance by such Sellers of the transactions contemplated hereby, and (B) to the effect that the Governing Documents of Sellers delivered pursuant to Section 6.3(a)(v) were in effect at the date of adoption of such resolutions, the date of execution of this Agreement and the Closing Date. viii) The Voting Trust Agreement executed by each Seller. ix) The opinion of Alter Xxxxxxxx & Mantel LLP, legal counsel to Sellers, in substantially the form of "Exhibit M". x) For each Seller, a completed New Theater Transition Form, in the form attached hereto as "Exhibit N". xi) Such other agreements and documents as Purchasers may reasonably request.

Deliveries by Sellers. At the Closing, Sellers shall deliver or cause to be delivered to Purchasers at the Closing:Buyer, all duly and properly executed (where applicable): i(a) For subject to Section 3.8, Deeds conveying to Buyer indefeasible, fee simple title to each Seller, a general warranty xxxx parcel of sale and instrument of assignment Land subject only to the Purchased Assets Permitted Exceptions, in the form and substance reasonably satisfactory to Buyer; (b) a Bxxx of Exhibit K annexed heretoSale; (c) a sworn affidavit from each Seller stating, duly executed by under penalty of perjury, that such Sellers. iiSeller is not a “foreign person” as defined under Section 1445(f)(3) The Assignment and Assumption of the Leases in Code and other appropriate evidence or documents necessary to relieve Buyer of any obligation to withhold any portion of the form Purchase Price under Section 1445(a) of Exhibit L.the Code or any other withholding provision of any other Tax law; iii(d) Assignments an Assignment, 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 to provide estoppel certificates, and if Sellers cannot obtain an Estoppel Certificate from the owner through reasonable efforts, then Sellers shall not be required under this subsection to deliver an Estoppel Certificate with respect to such real estate lease); (e) a letter from Sellers’ (or their Affiliate’s) lenders confirming that all Blanket Liens on the Assets will be released concurrently with the Closing and that evidence thereof shall be delivered within 60 days following the Closing Date and evidence reasonably satisfactory to Buyer of satisfaction of all transferable or assignable licenses, Permits and warranties relating to Encumbrances encumbering the Purchased Assets and other than Permitted Exceptions; and (f) an assignment of any trademarks, trade names, patents and other Intellectual Property, duly executed and the Membership Interests in a form reasonably acceptable to Purchasers.Buyer; and iv(g) Certificates such other separate documents or instruments of the appropriate public officials to the effect that each Seller was a validly existing corporation in good standing in its state of incorporation sale, assignment, or transfer as of a date not more than 30 days prior to the Closing Date. v) Incumbency and specimen signature certificates dated the Closing Date, signed by the officers of each Seller and certified by their respective Secretaries. vi) True and correct copies of (A) the Governing Documents (other than the bylaws) of each Seller as of a date not more than 30 days prior to the Closing Date, certified by the Secretaries of State of their respective states of incorporation and (B) the bylaws of each Seller as of the Closing Date, certified by their respective Secretaries. vii) Certificates of the respective Secretaries of Sellers (A) setting forth resolutions of the Board of Directors of each Seller and, if required by applicable law, the stockholders of each Seller authorizing the execution and delivery of this Agreement and the performance by such Sellers of the transactions contemplated hereby, and (B) to the effect that the Governing Documents of Sellers delivered pursuant to Section 6.3(a)(v) were in effect at the date of adoption of such resolutions, the date of execution of this Agreement and the Closing Date. viii) The Voting Trust Agreement executed by each Seller. ix) The opinion of Alter Xxxxxxxx & Mantel LLP, legal counsel to Sellers, in substantially the form of "Exhibit M". x) For each Seller, a completed New Theater Transition Form, in the form attached hereto as "Exhibit N". xi) Such other agreements and documents as Purchasers may Buyer shall reasonably request, including titles and registrations for the Rolling Stock.

Deliveries by Sellers. At the Closing, Sellers shall deliver deliver, or cause to be delivered delivered, to Purchasers at Buyer the Closingfollowing: i(a) For each Sellerthe Assignment and Assumption Agreement, a general warranty xxxx bills of sale sale, consents, assignments and instrument any other necessary instruments and documents, including for the Assumed Leases, which are reasonably satisfactory in form and substance to Buyer, transferring and conveying the Acquired Assets to Buyer or its designee free and clear of assignment to all Liens, other than Permitted Liens; (b) conveyances of the Purchased Assets Real Property in the form of Exhibit K annexed hereto, duly executed by such Sellers. ii) The Assignment and Assumption of the Leases in the form of Exhibit L. iii) Assignments of all transferable or assignable licenses, Permits and warranties relating to the Purchased Assets and of any trademarks, trade names, patents and other Intellectual Property, duly executed and in form a quitclaim deed reasonably acceptable to Purchasers. iv) Certificates of the appropriate public officials Buyer with respect to the effect that each Seller was Real Property located in Massachusetts and a validly existing corporation in good standing in its state of incorporation as of a date not more than 30 days prior warranty deed with respect to the Closing Date.Real Property located in Connecticut and New Hampshire; v(c) Incumbency such assignments, in recordable form where appropriate, conveying good and specimen signature certificates valid title to all Intellectual Property and intangible property included in the Acquired Assets; (d) certificates, dated the Closing Date, signed by the officers of each Seller and certified by their respective Secretaries. vi) True and correct copies of (A) the Governing Documents (other than the bylaws) of each Seller as of a date not more than 30 within seven business days prior to the Closing Date, certified duly issued by the Secretaries appropriate Governmental Authorities in the States of State of their respective states of incorporation Connecticut, Maine, New Hampshire, New York, Rhode Island and (B) the bylaws of Vermont showing each Seller as of to be in good standing and that all state franchise and/or income tax returns and taxes due by each Seller for all periods ending and due prior to the Closing have been filed and paid; (e) certificates, dated prior to the Closing Date, certified duly issued by their respective Secretaries.the appropriate Governmental Authorities in the Commonwealth of Massachusetts showing each Seller to be in good standing and that all state franchise and/or income tax returns and taxes due by each Seller for all periods ending and due prior to the Closing have been filed and paid; vii(f) Certificates a Tax Certificate from each Seller, substantially in the form of Exhibit E, duly executed on behalf of such Seller; (g) consents to assignment, executed by Sellers’ lessors, respecting the Assumed Leases and, if applicable, executed counterparts of each of the respective Secretaries Assumed Leases; (h) title policies (the cost of Sellers which is to be borne by Buyer), each in form and from a title insurance company satisfactory to Buyer, for each of the title commitments to be delivered pursuant to Section 5.16(a); (Ai) setting forth a certified copy of the resolutions of the Board board of Directors directors or equivalent governing body of each Seller and, if required by applicable law, (other than the stockholders of each Seller individuals) properly authorizing the execution and delivery of approving this Agreement and the performance by such Sellers of the transactions contemplated hereby; (j) an Officer’s Certificate, and substantially in the form of Exhibit F, duly executed on behalf of each Seller; (Bk) to the effect that the Governing Documents of Sellers delivered pursuant to Section 6.3(a)(v) were in effect at the date of adoption of such resolutionsRegistration Rights Agreement, the date of execution of this Agreement and the Closing Date. viii) The Voting Trust Agreement duly executed by each applicable Seller; (l) the Non-Competition Agreements, duly executed by Xxxxxx Xxxxxxxx, Xxxxxxx X. Xxxxxxxx or Xxxxxxx X. Xxxxxxxx, as applicable; (m) the Closing Date Leases, duly executed by each applicable Seller; and (n) all other documents, instruments and writings required to be delivered by Sellers at or prior to the Closing Date pursuant to this Agreement. ix) The opinion of Alter Xxxxxxxx & Mantel LLP, legal counsel to Sellers, in substantially the form of "Exhibit M". x) For each Seller, a completed New Theater Transition Form, in the form attached hereto as "Exhibit N". xi) Such other agreements and documents as Purchasers may reasonably request.

Deliveries by Sellers. At the Closing, Sellers shall will deliver or cause to be delivered to Purchasers at the ClosingBuyer: i(a) For each SellerSuch special warranty or trustee's deeds, certificates or title policies, bills of sale, endorsements, and other good and sufficient instruments of conveyance, transfer and assignment as are necessary to vest in Buyer the right, title and interest of Sellers in accordance herewith in and to the Acquired Assets in a form reasonably satisfactory to Buyer, which shall include, without limitation, a general warranty xxxx form of sale Xxxx of Sale and instrument of assignment to the Purchased Assets General Assignment in the form of Exhibit K annexed C hereto, duly executed by such Sellers. ii(b) The Assignment and Assumption of the Leases in the form of Exhibit L. iii) Assignments of all transferable or assignable licenses, Permits and warranties relating to the Purchased Assets and of any trademarks, trade names, patents and other Intellectual Property, duly executed and in form reasonably acceptable to Purchasers. iv) Certificates of the appropriate public officials to the effect that each Seller was a validly existing corporation in good standing in its state of incorporation as of a date not more than 30 days prior to the Closing Date. v) Incumbency and specimen signature certificates dated the Closing Date, A certificate signed by the officers a principal officer of each Seller and certified by their respective Secretaries. vi) True and correct copies of (A) the Governing Documents (other than the bylaws) of each Seller as of a date not more than 30 days prior to the Closing DateSeller, certified by the Secretaries of State of their respective states of incorporation and (B) the bylaws of each Seller dated as of the Closing Date, certified by their respective Secretariesrepresenting and certifying to Buyer as to the matters set forth in Sections 7.03, 7.04 and 7.06. vii(c) Certificates The Assumption Agreement in the form of Exhibit A hereto. (d) An opinion of Sellers' Counsel, in form and substance reasonably acceptable to Buyer and Buyer's counsel. (e) An opinion of Sellers' Local Counsel, in form and substance reasonably acceptable to Buyer and Buyer's counsel. (f) A certificate signed by a principal officer of each Seller, dated as of the respective Secretaries of Sellers Closing Date, representing and certifying (Ai) setting forth resolutions of that the Board of Directors of each Seller andresolutions, if required as attached to such certificate, were duly adopted by applicable lawsuch Sellers' directors and stockholders or partners, as the stockholders of each Seller case may be, authorizing and approving the execution and delivery of this Agreement and all Agreements referenced herein and contemplated hereby and the performance by such Sellers consummation of the transactions contemplated hereby, hereby and that such resolutions have not been modified or amended in any way and remain in full force and effect; and (Bii) as to the effect that the Governing Documents incumbency of Sellers delivered pursuant each signatory to Section 6.3(a)(v) were in effect at the date of adoption of such resolutions, the date of execution of this Agreement and the Closing Date. viii) The Voting Trust Agreement each other Agreement, instrument or document delivered hereunder executed by each Seller. ix(g) The opinion of Alter Xxxxxxxx & Mantel LLPEvidence that the waiting period under the HSR Act, legal counsel to Sellersif applicable, in substantially the form of "Exhibit M"has expired. x(h) For each SellerEvidence in a form and substance reasonably satisfactory to Buyer of receipt of all Seller Required Consents, a completed New Theater Transition Form, in the form attached hereto except as "Exhibit N"waived by Buyer pursuant to Section 7.01. xi) Such other agreements and documents as Purchasers may reasonably request.

Deliveries by Sellers. Sellers shall deliver or cause to be delivered to Purchasers at the Closing: i) For each Seller, a general warranty xxxx of sale and instrument of assignment to the Purchased Assets in the a form of Exhibit K annexed heretoacceptable to Purchasers, duly executed by such SellersSeller. ii) The Assignment and Assumption of the Leases in the form of Exhibit L. iii) Assignments of all transferable or assignable licenses, Permits and warranties relating to the Purchased Assets and of any trademarks, trade names, patents and other Intellectual Property, duly executed and in form reasonably acceptable to Purchasers. iviii) Certificates of the appropriate public officials to the effect that each Seller was a validly existing corporation in good standing in its state of incorporation as of a date not more than 30 10 days prior to the Closing Date. viv) Incumbency and specimen signature certificates dated the Closing Date, signed by the officers of each Seller and certified by their respective Secretaries. viv) True and correct copies of (A) the Governing Documents (other than the bylaws) of each Seller as of a date not more than 30 10 days prior to the Closing Date, certified by the Secretaries of State of their respective states of incorporation and (B) the bylaws of each Seller as of the Closing Date, certified by their respective Secretaries. viivi) Certificates of the respective Secretaries of Sellers (A) setting forth resolutions of the Board of Directors of each Seller and, if required by applicable law, the stockholders of each Seller authorizing the execution and delivery of this Agreement and the performance by such Sellers Seller of the transactions contemplated hereby, and (B) to the effect that the Governing Documents of Sellers Seller delivered pursuant to Section 6.3(a)(v6.03(a)(v) were in effect at the date of adoption of such resolutions, the date of execution of this Agreement and the Closing Date. viii) The Voting Trust Agreement executed by each Seller. ixvii) The opinion of Alter Xxxxxxxx & Mantel LLPXxxx Xxxxxxxx, legal counsel to SellersSeller, in substantially the form of "Exhibit M".F. xviii) For each Seller, a completed New Theater Transition Form, in the form attached hereto as "Exhibit N".G. xiix) Such other agreements and documents as Purchasers may reasonably request.

Deliveries by Sellers. Sellers (a) Each Seller shall execute and deliver or cause to be delivered to Purchasers at the Closing: Buyer (i) For each Seller, a general warranty xxxx Xxxx of sale and instrument of assignment to the Purchased Assets Sale substantially in the form of Exhibit K annexed heretoE attached hereto (the “Xxxx of Sale”), duly executed by such Sellers. (ii) The an Assignment and Assumption of the Leases Contracts substantially in the form of Exhibit L. F attached hereto (the “Assignment of Contracts”), (iii) Assignments an Assignment of Permits, Licenses and Authorizations substantially in the form of Exhibit G attached hereto (the “Assignment of Licenses”), and (iv) other instruments in form and substance reasonably satisfactory to Buyer and sufficient to transfer to Buyer and effectively vest in Buyer all transferable or assignable licensesright, Permits title, and warranties relating interest of Sellers in and to the Purchased Assets Stations and of any trademarksgood and indefeasible title to the Assets, trade names, patents and other Intellectual Property, duly executed and in form reasonably acceptable to PurchasersBuyer subject only to the Permitted Encumbrances. iv(b) Certificates Sellers shall deliver the right of possession of the appropriate public officials Assets to the effect that each Seller was a validly existing corporation in good standing in its state of incorporation as of a date not more than 30 days prior to the Closing DateBuyer. v(c) Incumbency Each Seller shall execute and specimen signature certificates dated deliver to Buyer a Sellers’ Closing Certificate substantially in the form of Exhibit H attached hereto (the “Sellers’ Closing Date, signed by the officers of each Seller and certified by their respective SecretariesCertificate”). vi(d) True If, and correct copies of (A) the Governing Documents (other than the bylaws) of each Seller as of a date not more than 30 days prior only if, Buyer elects to the Closing Date, certified by the Secretaries of State of their respective states of incorporation and (B) the bylaws of each Seller as pay part of the Closing Date, certified Purchase Price by their respective Secretaries. vii) Certificates of the respective Secretaries of Sellers (A) setting forth resolutions of the Board of Directors of each Seller and, if required by applicable law, the stockholders of each Seller authorizing the execution and delivery of this the Promissory Note as contemplated in Section 1.3(a)(iii)(A) above, Sellers shall execute and deliver to Parent the Advertising Opportunity Agreement. (e) WDLP shall execute and deliver to Buyer a sublicense agreement respecting the Tape Origination and Facility Use Agreement between WDLP and the performance by such Sellers of the transactions contemplated hereby, GlobeCast North America Incorporated in a form to be negotiated in good faith between WDLP and (B) Buyer prior to the effect that the Governing Documents of Sellers delivered pursuant to Section 6.3(a)(v) were in effect at the date of adoption of such resolutions, the date of execution of this Agreement and the Closing Date. viii) The Voting Trust Agreement executed by each Seller. ix) The opinion of Alter Xxxxxxxx & Mantel LLP, legal counsel to Sellers, in providing substantially the form of "same benefits and terms to Buyer as WDLP currently enjoys under said agreement (the “GlobeCast Sublicense Agreement”), including general terms and conditions substantially as set forth on Exhibit M". x) For each Seller, a completed New Theater Transition Form, in the form I attached hereto as "Exhibit N"and incorporated herein (the “GlobeCast Sublicense Term Sheet”). WDLP shall also cause GlobeCast North America Incorporated to consent to the GlobeCast Sublicense Agreement. xi) Such other agreements and documents as Purchasers may reasonably request.

Deliveries by Sellers. At the Closing, each of Sellers shall deliver will deliver, or cause to be delivered delivered, the following to Purchasers at the ClosingBuyer: i(a) For The Bill of Sale, duly executed by each Sellerof Sellers; (b) Coxxxx of any and all governmental and other third party consents, a general warranty xxxx of sale and instrument of assignment waivers or approvals obtained by Sellers with respect to the transfer of the Purchased Assets Assets, or the consummation of the transactions contemplated by this Agreement; (c) The opinions of counsel and officer's certificates contemplated by Section 7.1; (d) One or more special warranty deeds conveying the Real Property to Buyer, in substantially the form of Exhibit K annexed G hereto, duly executed and acknowledged by such Sellers.the appropriate Sellers or York Haven in recordable form, and any owner's affidavits or similar documents reasonably required by the title company; ii(e) The Assignment and Assumption of the Leases in the form of Exhibit L. iii) Assignments of all transferable or assignable licenses, Permits and warranties relating to the Purchased Assets and of any trademarks, trade names, patents and other Intellectual PropertyAll Ancillary Agreements, duly executed and in form reasonably acceptable to Purchasers.by each of Sellers; iv(f) Certificates A FIRPTA Affidavit, duly executed by each of the appropriate public officials to the effect that each Seller was a validly existing corporation in good standing in its state of incorporation as of a date not more than 30 days prior to the Closing Date.Sellers; v(g) Incumbency and specimen signature certificates dated the Closing Date, signed by the officers of each Seller and certified by their respective Secretaries. vi) True and correct copies of (A) the Governing Documents (other than the bylaws) of each Seller as of a date not more than 30 days prior to the Closing DateCopies, certified by the Secretaries of State of their respective states of incorporation and (B) the bylaws Secretary or Assistant Secretary of each Seller as Seller, of the Closing Date, certified by their respective Secretaries. vii) Certificates of the respective Secretaries of Sellers (A) setting forth corporate resolutions of the Board of Directors of each Seller and, if required by applicable law, the stockholders of each Seller authorizing the execution and delivery of this Agreement and all of the performance agreements and instruments to be executed and delivered by such Sellers in connection herewith, and the consummation of the transactions contemplated hereby, ; (h) A certificate of the Secretary or Assistant Secretary of each Seller identifying the name and (B) to title and bearing the effect that signatures of the Governing Documents of Sellers delivered pursuant to Section 6.3(a)(v) were in effect at the date of adoption officers of such resolutions, the date of execution of Seller authorized to execute and deliver this Agreement and the Closing Date.other agreements and instruments contemplated hereby; viii(i) The Voting Trust Agreement executed by each Seller. ix) The opinion Certificates of Alter Xxxxxxxx & Mantel LLP, legal counsel good standing with respect to Sellers, in substantially issued by the form Secretary of "Exhibit M".the State of each Sellers' state of incorporation, as applicable; x(j) For Tax clearance certificates for each Sellerjurisdiction identified on Schedule 4.20; (k) To the extent available, a completed New Theater Transition Formoriginals of all Sellers' Agreements, Real Property Leases and Transferable Permits and, if not available, true and correct copies thereof; (l) The assets of the Decommissioning Funds to be transferred pursuant to Section 6.12(b), shall be delivered to Buyer (or to the trustee of any trust specified by Buyer), and/or, the assets of the Decommissioning Funds to be retained by Sellers pursuant to Section 6.12(c), shall be delivered to the Trustee under the Decommissioning Trust Agreement; (m) All such other instruments of assignment, transfer or conveyance as shall, in the form attached hereto as "Exhibit N".reasonable opinion of Buyer and its counsel, be necessary or desirable to transfer to Buyer the Purchased Assets, in accordance with this Agreement and where necessary or desirable in recordable form; and xi(n) Such other agreements agreements, documents, instruments and documents writings as Purchasers may are required to be delivered by Sellers at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requestrequired in connection herewith.

Deliveries by Sellers. Sellers shall deliver or cause to be delivered to Purchasers Buyer at the Closing: (i) For each Seller, A general warranty deed or deeds to the Real Property owned by Sellers included in the Purchased Assets in a form acceptable to Buyer duly executed and acknowledged by Sellers. (ii) A general warranty xxxx of sale and instrument of assignment to the other Purchased Assets in the a form of Exhibit K annexed heretoacceptable to Buyer, duly executed by such Sellers. ii) The Assignment and Assumption of the Leases in the form of Exhibit L. (iii) Assignments of all transferable or assignable licenses, Permits and warranties relating to the Purchased Assets and of any trademarks, trade names, patents patents, patent applications, and other Intellectual Property, duly executed and in form reasonably forms acceptable to PurchasersBuyer. (iv) Stock certificates representing all of the outstanding stock of HTI Vehicle Acquisition Corp. (v) Certificates of the appropriate public officials to the effect that each Seller was of Sellers is a validly existing corporation in good standing in its state of incorporation Texas and Delaware as of a date not more than 30 10 days prior to the Closing Date. v(vi) Incumbency and specimen signature certificates dated the Closing Date, signed by the officers of each Seller Sellers and certified by their respective Secretariesits Secretary. vi(vii) True and correct copies of (A) the Governing Documents (other than the bylaws) of each Seller Sellers as of a date not more than 30 10 days prior to the Closing Date, certified by the Secretaries Secretary of State of their respective states of incorporation Texas or Delaware, as applicable, and (B) the bylaws of each Seller Sellers as of the Closing Date, certified by their respective Secretaries. vii(viii) Certificates of the respective Secretaries of Sellers (A) setting forth all resolutions of the Board of Directors of each Seller Sellers and, if required by applicable lawnecessary, the stockholders of each Seller Sellers authorizing the execution and delivery of this Agreement and the performance by such Sellers of the transactions contemplated hereby, and (B) to the effect that the Governing Documents of Sellers delivered pursuant to Section 6.3(a)(vSECTION 6.3(a)(vii) were in effect at the date of adoption of such resolutions, the date of execution of this Agreement and the Closing Date. viii(ix) The Voting Trust Agreement executed General releases by each Sellerall officers and directors of Sellers and by Sellers of all Liability of Sellers to them and of any claim that they or any of them may have against Sellers. ix(x) The opinion of Alter Xxxxxxxx Xxxxx XxXxxxxxx & Mantel LLPOaks Xxxxxxxx, legal counsel to Sellers, in substantially the form of "Exhibit M".EXHIBIT D. x(xi) For each Seller, a completed New Theater Transition Form, Noncompetition Agreements in the form attached hereto as "Exhibit N"of EXHIBIT E executed by Xxxx Xxxxxx, Xxx Xxxxxx and Xxxxx Xxxxxx. xi(xii) Such other agreements and documents as Purchasers Buyer may reasonably request.