Common use of Deliveries by the Company at Closing Clause in Contracts

Deliveries by the Company at Closing. On the Closing Date (or as reasonably as practicable after the Closing Date with respect to the deliverables in clause (e)), the Company shall deliver or cause to be delivered to Parent: (i) A properly completed and duly executed IRS Form W-9 or W-8, as applicable, from each Stockholder, and (ii) an affidavit certifying that interests in the Group Companies are not “United States real property interests” (within the meaning of Section 897 of the Code), dated as of the Closing Date, signed under penalties of perjury, and otherwise in form and substance as required by Treasury Regulations Sections 1.1445-2(c) and 1.897-2(h), together with the notice to the IRS required by Treasury Regulations Section 1.897-2(h)(2). (b) An officer’s certificate signed by the chief executive officer of the Company to the effect set forth in Section 6.2(a) (Representations and Warranties), Section 6.2(b) (Performance), Section 6.2(d) (No Material Adverse Effect), and Section 6.2(e) (Regulatory Approvals). (c) A certificate, signed by the secretary of the Company and dated as of the Closing Date, certifying that (i) attached thereto is a true, correct and complete copy of the certificate of incorporation and bylaws of the Company as in effect on the date of such certification, (ii) attached thereto is a true, correct and complete copy of the resolutions adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents, and that such resolutions are in full force and effect, and (iii) attached thereto is a true, correct and complete copy of resolutions of the Stockholders duly authorizing and adopting the execution, delivery and performance of this Agreement and the Ancillary Documents, and that such resolutions are in full force and effect. (d) Certificates of the Secretary of State (or equivalent) of the applicable states of incorporation, which certificates shall be of a reasonably recent date, as to the due incorporation and good standing (or equivalent) of each Group Company. (e) Certificates representing all of the Capital Stock, endorsed in blank or accompanied by duly executed stock powers, free and clear of all Liens. (f) An escrow agreement (the “Escrow Agreement”), in form and substance satisfactory to Parent and the Company, duly executed by an escrow agent reasonably acceptable to Parent and the Company (the “Escrow Agent”). (g) Evidence, in a form and substance satisfactory to Parent, that the agreements set forth on Section 3.8 of the Company Disclosure Schedule have been terminated. (h) Confirmation that the Letters of Transmittal were delivered to each Stockholder for execution and return. (i) A duly executed Letter of Transmittal from the majority Stockholder of the Company. (j) The Key Executive Employment Agreement, duly executed by the Key Executive and the Company. (k) The Lock-up Agreements, duly executed by the Stockholders identified on Section 1.1(d) of the Company Disclosure Schedule. (l) Such documents of further assurance reasonably necessary and typical for transactions similar to the Contemplated Transactions in order to complete the Contemplated Transactions. (m) Each Employment Agreement, duly executed by the parties thereto. (n) Phase I environmental assessments for all Leased Real Property (other than the office space located at 800 Xxxxxxx Xx., Xxxxxxxxx, XX 48307). (o) Evidence reasonably satisfactory to the Parent that any Plan intended to qualify under Section 401(a) of the Code with a cash or deferred arrangement described in Section 401(k) of the Code has been terminated, effective as of the Business Day prior to the Closing and contingent on the Closing, and that the accounts of each affected participant thereunder have become 100% vested as of the Plan’s termination.

Deliveries by the Company at Closing. On the Closing Date (or as reasonably as practicable after the Closing Date with respect to the deliverables in clause (e))Date, the Company shall deliver or cause to be delivered to Parent: (ia) A properly completed and duly executed IRS Form W-9 or W-8, as applicable, from each Stockholder, and (ii) an affidavit certifying that interests in the Group Companies are not “United States real property interests” (within the meaning of Section 897 of the Code)Written resignations, dated as of the Closing Date, signed under penalties of perjuryeach of the officers and directors of the Company requested by Parent, and otherwise in form and substance as required by Treasury Regulations Sections 1.1445-2(c) and 1.897-2(h), together with the notice reasonably satisfactory to the IRS required by Treasury Regulations Section 1.897-2(h)(2)Parent. (b) Documentation evidencing the repayment or satisfaction in full, and discharge and termination, of all Indebtedness (other than with respect to the PPP Loan), including payoff letters, UCC termination statements and documentation evidencing the release of Liens relating thereto, as applicable, in form and substance reasonably satisfactory to Parent. (c) An affidavit issued pursuant to and in compliance with Section 1445 of the Code (and the Treasury Regulations thereunder) and dated as of the Closing Date, in the form described in Treasury Regulation Section 1.1445-2(c)(3), certifying that the Company is not a United States Real Property Holding Company within the meaning of Section 1445 of the Code. (d) A restrictive covenant agreement, substantially in the form attached hereto as Exhibit C, duly executed by the Company and each of the employees set forth on Section 7.1(d) of the Company Disclosure Schedule (collectively, the “RCAs”); (e) An officer’s certificate signed by the chief executive officer of the Company and the Securityholders’ Representative to the effect set forth in Section 6.2(a) (Representations and Warranties), Section 6.2(b) (Performance), Section 6.2(d) (No Material Adverse Effect), 6.2(f), and Section 6.2(e) (Regulatory Approvals6.2(g). (cf) A certificate, signed by the secretary of the Company and dated as of the Closing Date, certifying that (ia) attached thereto is a true, correct and complete copy of the certificate of incorporation and bylaws of the Company as in effect on the date of such certification, (iib) attached thereto is a true, correct and complete copy of the resolutions adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents, and that such resolutions are in full force and effect, and (iiic) attached thereto is a true, correct and complete copy of resolutions the written consent of holders of a majority-in-interest of the Stockholders issued and outstanding shares of Preferred Stock and holders of a majority-in-interest of the issued and outstanding shares of Capital Stock duly authorizing and adopting the execution, delivery and performance of this Agreement and the Ancillary Documents, and that such resolutions are in full force and effect. (dg) Certificates of the Secretary of State (or equivalent) of the applicable states of incorporation, which certificates shall be of a reasonably recent date, as to the due incorporation and good standing (or equivalent) of each Group the Company. (e) Certificates representing all of the Capital Stock, endorsed in blank or accompanied by duly executed stock powers, free and clear of all Liens. (fh) An escrow agreement agreement, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), in form and substance satisfactory to Parent and the Company, duly executed by an escrow agent reasonably acceptable to Parent each of the Securityholders’ Representative and the Company American Stock Transfer & Trust Company, LLC (the “Escrow Agent”). (gi) Evidence, in a form and substance reasonably satisfactory to Parent, that the agreements set forth on Section 3.8 7.1(i) of the Company Disclosure Disclosures Schedule (the “Financing Documents”) have been terminated. (h) Confirmation that the Letters of Transmittal were delivered to each Stockholder for execution and return. (ij) A duly executed Letter of Transmittal from the majority Stockholder of the Company. (j) The Key Executive Employment Agreementproprietary information and inventions assignment agreement, in a form reasonably satisfactory to Parent, duly executed by each of the Key Executive Company and the CompanyXxxxxxx Xxxxxxxxxx. (k) The Lock-up Agreements, duly executed by the Stockholders identified on Section 1.1(d) of the Company Disclosure Schedule. (l) Such documents of further assurance reasonably necessary and typical for transactions similar to the Contemplated Transactions in order to complete the Contemplated Transactions. (m) Each Employment Agreement, duly executed by the parties thereto. (n) Phase I environmental assessments for all Leased Real Property (other than the office space located at 800 Xxxxxxx Xx., Xxxxxxxxx, XX 48307). (o) Evidence reasonably satisfactory to the Parent that any Plan intended to qualify under Section 401(a) of the Code with a cash or deferred arrangement described in Section 401(k) of the Code has been terminated, effective as of the Business Day prior to the Closing and contingent on the Closing, and that the accounts of each affected participant thereunder have become 100% vested as of the Plan’s termination.

Deliveries by the Company at Closing. On the Closing Date (or as reasonably as practicable after the Closing Date with respect to the deliverables in clause (e))Date, the Company shall deliver or cause to be delivered to Parent: (a) Written resignations, dated as of the Closing Date, of each of the officers and directors of the Company requested by Parent, in form and substance satisfactory to Parent. (b) Documentation evidencing the repayment or satisfaction in full, and discharge and termination, of all Indebtedness, including payoff letters, UCC termination statements and documentation evidencing the release of Liens relating thereto, as applicable, in form and substance satisfactory to Parent. (i) A properly completed and duly executed IRS Form W-9 or W-8, as applicable, from each Stockholder, and (ii) an affidavit certifying that interests in the Group Companies are not “United States real property interests” (within the meaning of Section 897 of the Code), dated as of the Closing Date, signed under penalties of perjury, and otherwise in form and substance as required by Treasury Regulations Sections 1.1445-2(c) and 1.897-2(h), together with the notice to the IRS required by Treasury Regulations Section 1.897-2(h)(2). (bd) An officer’s certificate signed by the chief executive officer of the Company to the effect set forth in Section 6.2(a) (Representations and Warranties), Section 6.2(b) (Performance), Section 6.2(d) (No Material Adverse Effect), and Section 6.2(e) (Regulatory Approvals), 6.2(f) (Third Party Approvals), and 6.2(g) (Indebtedness). (ce) A certificate, signed by the secretary of the Company and dated as of the Closing Date, certifying that (i) attached thereto is a true, correct and complete copy of the certificate of incorporation and bylaws of the Company as in effect on the date of such certification, (ii) attached thereto is a true, correct and complete copy of the resolutions adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents, and that such resolutions are in full force and effect, and (iii) attached thereto is a true, correct and complete copy of resolutions of the Stockholders duly authorizing and adopting the execution, delivery and performance of this Agreement and the Ancillary Documents, and that such resolutions are in full force and effect. (df) Certificates of the Secretary of State (or equivalent) of the applicable states of incorporation, which certificates shall be of a reasonably recent date, as to the due incorporation and good standing (or equivalent) of each Group Company. (eg) Certificates representing all of the Capital Stock, endorsed in blank or accompanied by duly executed stock powers, free and clear of all Liens. (fh) An escrow agreement (the “Escrow Agreement”), in form and substance satisfactory to Parent and the Company, duly executed by each of the Stockholders’ Representative and an escrow agent reasonably acceptable to Parent and the Company (the “Escrow Agent”). (gi) The consents set forth on Section 7.1(i) of the Company Disclosure Schedule in form and substance satisfactory to Parent. (j) Evidence, in a form and substance satisfactory to Parent, that the agreements set forth on Section Sections 3.8 and 3.9 of the Company Disclosure Schedule have been terminated. (h) Confirmation that the Letters of Transmittal were delivered to each Stockholder for execution and return. (i) A duly executed Letter of Transmittal from the majority Stockholder of the Company. (j) The Key Executive Employment Agreement, duly executed by the Key Executive and the Company. (k) The Lock-up Agreements, duly executed by the Stockholders identified on Section 1.1(d) of the Company Disclosure Schedule. (l) Such documents of further assurance reasonably necessary and typical for transactions similar to the Contemplated Transactions in order to complete the Contemplated Transactions. (m) Each Employment Agreement, duly executed by the parties thereto. (n) Phase I environmental assessments for all Leased Real Property (other than the office space located at 800 Xxxxxxx Xx., Xxxxxxxxx, XX 48307). (o) Evidence reasonably satisfactory to the Parent that any Plan intended to qualify under Section 401(a) of the Code with a cash or deferred arrangement described in Section 401(k) of the Code has been terminated, effective as of the Business Day prior to the Closing and contingent on the Closing, and that the accounts of each affected participant thereunder have become 100% vested as of the Plan’s termination.

Deliveries by the Company at Closing. On the Closing Date (or as reasonably as practicable after the Closing Date with respect to the deliverables in clause (e))At Closing, the Company and/or the Representative, as applicable, shall deliver deliver, or cause to be delivered delivered, to ParentPurchaser the following: (ia) A properly completed and duly executed IRS Form W-9 or W-8, as applicable, from each Stockholder, and (ii) an affidavit certifying that interests in the Group Companies are not “United States real property interests” (within the meaning of Section 897 of the Codecertificates required by Sections 8.2(a), dated as of the Closing Date, signed under penalties of perjury, and otherwise in form and substance as required by Treasury Regulations Sections 1.1445-2(c8.2(b) and 1.897-2(h8.2(e), together with the notice to the IRS required by Treasury Regulations Section 1.897-2(h)(2).; (b) An officer’s certificate signed by the chief executive officer Certificate of the Company to the effect set forth in Section 6.2(a) (Representations and Warranties), Section 6.2(b) (Performance), Section 6.2(d) (No Material Adverse Effect), and Section 6.2(e) (Regulatory Approvals).Merger; (c) A certificate, signed by a certificate of the secretary Secretary of the Company and dated as of the Closing Date, certifying that (i) attached thereto is a true, correct are true and complete copy copies of the certificate of incorporation and bylaws of the Company as in effect on the date of such certification, (iiA) attached thereto is a true, correct and complete copy of the all resolutions adopted by the Company’s board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the Ancillary DocumentsTransaction Agreements to which the Company is a party and the consummation of the Transaction and (B) the Written Consent, duly executed by all the Stockholders, whether or not entitled to vote thereon, and that (ii) all such resolutions are in full force and effect, and (iii) attached thereto is a true, correct and complete copy of resolutions of the Stockholders duly authorizing and adopting the execution, delivery and performance of this Agreement and the Ancillary Documents, and that such resolutions are in full force and effect.; (d) Certificates a certificate that complies with Treasury Regulation Section 1.1445‑2(c)(3), certifying that (i) the Company Stock does not constitute a “U.S. real property interest” within the meaning of such Treasury Regulation and Treasury Regulation Section 1.897-2(h) and (ii) the Company has not as of the date of the certificate, and was not at any time during the five (5) year period ending on the date of the certificate, a “United States real property holding corporation” within the meaning of Section 897 of the Code, together with a copy of the Company’s notice to the United States Internal Revenue Service pursuant to Treasury Regulation Section 1.897-2(h)(2); (e) a good standing certificate of the Company issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State (or equivalent) of the applicable states State of incorporation, which certificates shall be of a reasonably recent date, as to the due incorporation and good standing (or equivalent) of each Group Company. (e) Certificates representing all of the Capital Stock, endorsed in blank or accompanied by duly executed stock powers, free and clear of all Liens.Delaware; (f) An an escrow agreement agreement, by and among Purchaser, the Representative and Escrow Agent, in the form attached as Exhibit C (the “Escrow Agreement”), in form and substance satisfactory to Parent and the Company, duly executed by an escrow agent reasonably acceptable to Parent and the Company (the “Escrow Agent”).Representative; and (g) Evidence, in a form and substance satisfactory to Parent, that the agreements set forth on Section 3.8 of the Company Disclosure Schedule have been terminated. (h) Confirmation that the Letters of Transmittal were delivered to each Stockholder for execution and return. (i) A duly executed Letter of Transmittal from the majority Stockholder of the Company. (j) The Key Executive Employment Agreement, duly executed by the Key Executive and the Company. (k) The Lock-up Agreements, duly executed by the Stockholders identified on Section 1.1(d) of the Company Disclosure Schedule. (l) Such documents of further assurance reasonably necessary and typical for transactions similar to the Contemplated Transactions in order to complete the Contemplated Transactions. (m) Each Employment Agreement, duly executed by the parties thereto. (n) Phase I environmental assessments for all Leased Real Property (other than the office space located at 800 Xxxxxxx Xx., Xxxxxxxxx, XX 48307). (o) Evidence reasonably satisfactory to the Parent that any Plan intended to qualify under Section 401(a) of the Code with a cash or deferred arrangement described in Section 401(k) of the Code has been terminatedwritten resignations, effective as of the Business Day prior to Closing Date, of (A) all directors of the Closing Company and contingent on its Subsidiaries, (B) all officers of the ClosingCompany, and that the accounts of each affected participant thereunder have become 100% vested as (C) all officers of the Plan’s terminationCompany's Subsidiaries who are not employees thereof.

Deliveries by the Company at Closing. On the Closing Date (or as reasonably as practicable after the Closing Date with respect to the deliverables in clause (e))Date, the Company shall deliver or cause to be delivered to Parent: (ia) Written resignations, dated as of the Closing Date, of each of the officers and directors of the Company requested by Parent, in form and substance satisfactory to Parent. (b) Documentation evidencing the repayment or satisfaction in full, and discharge and termination, of all Indebtedness, including payoff letters, UCC termination statements and documentation evidencing the release of Liens relating thereto, as applicable, in form and substance satisfactory to Parent. (1) A properly completed and duly executed IRS Form W-9 or W-8, as applicable, from each Stockholder, and (ii2) an affidavit certifying that interests in the Group Companies are not “United States real property interests” (within the meaning of Section 897 of the Code), dated as of the Closing Date, signed under penalties of perjury, and otherwise in form and substance as required by Treasury Regulations Sections 1.1445-2(c) and 1.897-2(h), together with the notice to the IRS required by Treasury Regulations Section 1.897-2(h)(2). (bd) An officer’s certificate signed by the chief executive officer of the Company and the Stockholders’ Representative to the effect set forth in Section 6.2(a) (Representations and Warranties), Section 6.2(b) (Performance), Section 6.2(d) (No Material Adverse Effect), and Section 6.2(e) (Regulatory Approvals), 6.2(f) (Third Party Approvals), 6.2(g) (Indebtedness), and 6.2(h) (Transaction Expenses). (ce) A certificate, signed by the secretary of the Company and dated as of the Closing Date, certifying that (ia) attached thereto is a true, correct and complete copy of the certificate of incorporation and bylaws of the Company as in effect on the date of such certification, (iib) attached thereto is a true, correct and complete copy of the resolutions adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents, and that such resolutions are in full force and effect, and (iiic) attached thereto is a true, correct and complete copy of resolutions of the Stockholders duly authorizing and adopting the execution, delivery and performance of this Agreement and the Ancillary Documents, and that such resolutions are in full force and effect. (df) Certificates of the Secretary of State (or equivalent) of the applicable states of incorporation, which certificates shall be of a reasonably recent date, as to the due incorporation and good standing (or equivalent) of each Group Company. (eg) Certificates representing all of the Capital Stock, endorsed in blank or accompanied by duly executed stock powers, free and clear of all Liens. (fh) An escrow agreement (the “Escrow Agreement”), in form and substance satisfactory to Parent and the CompanyParent, duly executed by an each of the Stockholders’ Representative and American Stock Transfer & Trust Company, LLC, in its capacity as escrow agent reasonably acceptable to Parent and the Company (the “Escrow Agent”). (gi) The consents set forth on Section 7.1(i) of the Company Disclosure Schedule in form and substance satisfactory to Parent. (j) Evidence, in a form and substance satisfactory to Parent, that the agreements set forth on Section Sections 3.8 and 3.9 of the Company Disclosure Schedule have been terminated. (hk) Confirmation that the Letters of Transmittal were delivered to each Stockholder for execution and return. (i) A duly executed Letter of Transmittal from the majority Stockholder of the Company. (j) The Key Executive Employment Agreement, duly executed by the Key Executive and the Company. (k) The Lock-up Agreements, duly executed by the Stockholders identified on Section 1.1(d) of the Company Disclosure Schedule. (l) Such documents of further assurance reasonably necessary and typical for transactions similar to the Contemplated Transactions in order to complete the Contemplated Transactions. (m) Each Employment Agreement, duly executed by the parties thereto. (n) Phase I environmental assessments for all Leased Real Property (other than the office space located at 800 Xxxxxxx Xx., Xxxxxxxxx, XX 48307). (o) Evidence reasonably satisfactory to the Parent that any Plan intended to qualify under Section 401(a) of the Code with a cash or deferred arrangement described in Section 401(k) of the Code has been terminated, effective Magmotors Technologies as of the Business Day prior to Closing Date (as a Participating Employer in the Closing US Hybrid 401(k) Investment Plan) has terminated or otherwise discontinued or revoked its participation in the US Hybrid 401(k) Investment Plan as described and contingent on the Closing, and that the accounts of each affected participant thereunder have become 100% vested as allowed under section 11.7 of the Plan’s terminationBenefit Consultants Group, Inc. Defined Contribution Prototype Plan and Trust Plan Document.

Deliveries by the Company at Closing. ​ 7.1. Deliveries by the Company at Closing. ​ ​ ​ On the Closing Date (or as reasonably as practicable after the Closing Date with respect to the deliverables in clause (e))Date, the Company shall deliver or cause to be delivered to Parent:: ​ (ia) A properly completed and duly executed IRS Form W-9 or W-8, as applicable, from each Stockholder, and (ii) an affidavit certifying that interests in the Group Companies are not “United States real property interests” (within the meaning of Section 897 of the Code)Written resignations, dated as of the Closing Date, signed under penalties of perjuryeach of the officers and directors of the Company requested by Parent, and otherwise in form and substance as required by Treasury Regulations Sections 1.1445-2(c) and 1.897-2(h), together with the notice reasonably satisfactory to the IRS required by Treasury Regulations Section 1.897-2(h)(2)Parent. (b) Documentation evidencing the repayment or satisfaction in full, and discharge and termination, of all Indebtedness (other than with respect to the PPP Loan), including payoff letters, UCC termination statements and documentation evidencing the release of Liens relating thereto, as applicable, in form and substance reasonably satisfactory to Parent. (c) An affidavit issued pursuant to and in compliance with Section 1445 of the Code (and the Treasury Regulations thereunder) and dated as of the Closing Date, in the form described in Treasury Regulation Section 1.1445-2(c)(3), certifying that the Company is not a United States Real Property Holding Company within the meaning of Section 1445 of the Code. ​ (d) A restrictive covenant agreement, substantially in the form attached hereto as Exhibit C, duly executed by the Company and each of the employees set forth on Section 7.1(d) of the Company Disclosure Schedule (collectively, the “RCAs”); ​ (e) An officer’s certificate signed by the chief executive officer of the Company and the Securityholders’ Representative to the effect set forth in Section 6.2(a) (Representations and Warranties), Section 6.2(b) (Performance), Section 6.2(d) (No Material Adverse Effect), 6.2(f), and Section 6.2(e) (Regulatory Approvals6.2(g).. ​ (cf) A certificate, signed by the secretary of the Company and dated as of the Closing Date, certifying that (ia) attached thereto is a true, correct and complete copy of the certificate of incorporation and bylaws of the Company as in effect on the date of such certification, (iib) attached thereto is a true, correct and complete copy of the resolutions adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents, and that such resolutions are in full force and effect, and (iiic) attached thereto is a true, correct and complete copy of resolutions the written consent of holders of a majority-in-interest of the Stockholders issued and outstanding shares of Preferred Stock and holders of a majority-in-interest of the issued and outstanding shares of Capital Stock duly authorizing and adopting the execution, delivery and performance of this Agreement and the Ancillary Documents, and that such resolutions are in full force and effect.. ​ (dg) Certificates of the Secretary of State (or equivalent) of the applicable states of incorporation, which certificates shall be of a reasonably recent date, as to the due incorporation and good standing (or equivalent) of each Group the Company. (e) Certificates representing all of the Capital Stock, endorsed in blank or accompanied by duly executed stock powers, free and clear of all Liens. (fh) An escrow agreement agreement, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), in form and substance satisfactory to Parent and the Company, duly executed by an escrow agent reasonably acceptable to Parent each of the Securityholders’ Representative and the Company American Stock Transfer & Trust Company, LLC (the “Escrow Agent”).. ​ (gi) Evidence, in a form and substance reasonably satisfactory to Parent, that the agreements set forth on Section 3.8 7.1(i) of the Company Disclosure Disclosures Schedule (the “Financing Documents”) have been terminated. (h) Confirmation that the Letters of Transmittal were delivered to each Stockholder for execution and return. (i) A duly executed Letter of Transmittal from the majority Stockholder of the Company.. ​ ​ ​ (j) The Key Executive Employment AgreementA proprietary information and inventions assignment agreement, in a form reasonably satisfactory to Parent, duly executed by each of the Key Executive Company and the Company.Xxxxxxx Xxxxxxxxxx. ​ (k) The Lock-up Agreements, duly executed by the Stockholders identified on Section 1.1(d) of the Company Disclosure Schedule. (l) Such documents of further assurance reasonably necessary and typical for transactions similar to the Contemplated Transactions in order to complete the Contemplated Transactions. (m) Each Employment Agreement, duly executed by the parties thereto. (n) Phase I environmental assessments for all Leased Real Property (other than the office space located at 800 Xxxxxxx Xx., Xxxxxxxxx, XX 48307). (o) Evidence reasonably satisfactory to the Parent that any Plan intended to qualify under Section 401(a) of the Code with a cash or deferred arrangement described in Section 401(k) of the Code has been terminated, effective as of the Business Day prior to the Closing and contingent on the Closing, and that the accounts of each affected participant thereunder have become 100% vested as of the Plan’s termination.. ​