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

Deliveries by the Company at Closing. At the Closing, the Company shall deliver or cause to be delivered to Buyer the following: (a) the Escrow Agreement executed by the Company; (b) a bill xx sale, executed by the Company, in substantially the form attached hereto as EXHIBIT C (the "Bill xx Sale"); (c) Non-Competition Agreements executed by each of the Company, Haroxx Xxxxxxxxx xxx Jeffxxx Xxxxxxxxx xx substantially the form attached hereto as EXHIBIT D (the "Non-Competition Agreements"); (d) a Co-Packing Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT E (the "Co-Packing Agreement"); (e) a Real Estate Purchase Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT F (the "Real Estate Purchase Agreement") and all documentation required to be delivered by the Company pursuant to the Real Estate Purchase Agreement; (f) a Security Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT G (the "Security Agreement"); (g) a Consulting Agreement, executed by Haroxx Xxxxxxxxx, xx substantially the form attached hereto as EXHIBIT H (the "Consulting Agreement"); (h) a Guarantee, executed by Haroxx Xxxxxxxxx, xxth respect to certain obligations of the Company, in substantially the form attached hereto as EXHIBIT I (the "Honickman Guaranty"); (i) a Trademark Assignment and Assumption Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT J (the "Trademark Assignment"); (j) a Letter Agreement between Company and Buyer relating to the runoff of inventory and raw materials by Affiliates of the Company and certain other matters, executed by the Company, in substantially the form attached hereto as EXHIBIT K (the "Inventory Letter Agreement"); (k) a legal opinion of Wolf, Block, Schoxx xxx Solix-Xxxxx XXX, special counsel to the Company, in substantially the form attached hereto as EXHIBIT L; (l) a Co-Purchasing Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT M; (m) an Administrative Services Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT N; (n) an Intercreditor Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT O; (o) a Trust Transfer and Assumption Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT P; (p) such other instruments or documents as Buyer reasonably determines are necessary to carry out the transactions contemplated hereby.

Deliveries by the Company at Closing. At the Closing, the Company shall deliver or cause to be delivered to Buyer (executed on behalf of the following:Company by a duly authorized corporate officer, where applicable): (a) to Meritage, a certificate as to the Escrow continued accuracy of the representations and warranties set forth in this Agreement executed (or identifying the specific nature of and reason for each and every inaccuracy in such representations and warranties), together with a statement setting forth any changes, between the date of this Agreement and the Closing Date, of any of the information disclosed in Schedule 4.22 to this Agreement; (b) to Meritage, the resignations of the current officers of the Company and the current officers and directors of all of the Company's subsidiaries (such resignations to be in such form as Meritage may reasonably require to ensure that they are irrevocably and unconditionally effective as of the Closing Date); (c) to Meritage and the Company, the legal opinion of Xxxxxx & Xxxxxx Attorneys, P.C., opining favorably on the matters referred to in Section 4.4(a), and covering such other matters as may be reasonably requested by Meritage or the Company, all in such form and manner as may be reasonably requested by Meritage or the Company; (d) to AFC and its designees or to such alternative lending source as the Company's New Board of Directors may select, such documents, fees and things as may be required to close the Interim Financing or Alternative Interim Financing in accordance with the terms of Interim Financing Commitment or Alternative Interim Financing Commitment as accepted by the Company; (be) a bill xx saleto the other parties to this Agreement, all contracts referred to in Section 2 above to be executed and delivered by the Company, in substantially the form attached hereto as EXHIBIT C (the "Bill xx Sale"); (c) Non-Competition Agreements executed by each of the Company, Haroxx Xxxxxxxxx xxx Jeffxxx Xxxxxxxxx xx substantially the form attached hereto as EXHIBIT D (the "Non-Competition Agreements"); (d) a Co-Packing Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT E (the "Co-Packing Agreement"); (e) a Real Estate Purchase Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT F (the "Real Estate Purchase Agreement") and all documentation required to be delivered by the Company pursuant to the Real Estate Purchase Agreement;; and (f) to Meritage, Xxxxxxxx and Innkeepers, a Security Agreementrelease agreement covering all claims that the Company has, executed at law or in equity (including known and unknown claims arising under statute, by the Companycontract, in substantially tort or otherwise), against Meritage or its officers and directors, the form attached hereto as EXHIBIT G (Company or its officers and directors, and Xxxxxxxx, other than claims that the "Security Agreement"); (g) a Consulting Agreement, executed by Haroxx Xxxxxxxxx, xx substantially the form attached hereto as EXHIBIT H (the "Consulting Agreement"); (h) a Guarantee, executed by Haroxx Xxxxxxxxx, xxth respect to certain obligations of the Company, in substantially the form attached hereto as EXHIBIT I (the "Honickman Guaranty"); Company may have (i) a Trademark Assignment against Meritage for indemnity under this Agreement and Assumption Agreement(ii) against Meritage, executed by the Company, in substantially the form attached hereto as EXHIBIT J (the "Trademark Assignment"); (j) a Letter Agreement between Company and Buyer relating to the runoff of inventory and raw materials by Affiliates Xxxxxxxx or Innkeepers arising out of the Company and certain other mattersbreach by Meritage, executed Innkeepers or Xxxxxxxx, as the case may be, of any contract entered into by the CompanyMeritage, Innkeepers or Xxxxxxxx in substantially the form attached hereto as EXHIBIT K (the "Inventory Letter Agreement"); (k) a legal opinion connection with consummation of Wolf, Block, Schoxx xxx Solix-Xxxxx XXX, special counsel to the Company, in substantially the form attached hereto as EXHIBIT L; (l) a Co-Purchasing Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT M; (m) an Administrative Services Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT N; (n) an Intercreditor Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT O; (o) a Trust Transfer and Assumption Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT P; (p) such other instruments or documents as Buyer reasonably determines are necessary to carry out the transactions contemplated herebyprovided for in this Agreement.

Deliveries by the Company at Closing. At the Closing, the Company shall deliver or cause to be delivered to Buyer the following:Parent (ai) a certificate of good standing of the Escrow Agreement Company from the Secretary of State of the State of Delaware as of a recent date; (ii) each of the Transaction Agreements to which the Company is contemplated to be a party, duly executed by the Company; (biii) a bill xx sale, executed by the Company, certificate described in substantially the form attached hereto as EXHIBIT C (the "Bill xx Sale"Section 6.10(b); (civ) resignations from each director or officer of any of the Acquired Companies as requested pursuant to Section 6.12 in a form reasonably acceptable to Parent; (v) the Officer’s Certificate required by Section 7.2(a)(iv); (vi) evidence of the termination of the Affiliate Contracts listed on Section 2.5(c) of the Company Disclosure Letter in accordance with the terms thereof (including the delivery of all required notices) effective as of and contingent upon the Closing in each case without any remaining Liability of any kind on the part of any Acquired Company, Parent or any of their respective affiliates as a result of or in connection with such termination or such Contract; (vii) evidence of the repayment and extinguishment in full of all Closing Indebtedness of any Acquired Companies at or as of the Closing effective as of the Effective Time without any further Liability to the Acquired Companies, Parent or any of their respective Subsidiaries, or to the extent not so repaid and extinguished prior to Closing: (A) executed payoff letters or final invoices, as applicable, from each lender, creditor, noteholder or other counterparty to which such Indebtedness is owing (whether or not then due and payable) (or such counterparty’s agent), in each case (1) setting forth the amount to be paid at Closing, together with wire transfer instructions, (2) evidencing that the payment of such amount would result in the full repayment, satisfaction, release and discharge of all current and future obligations of the Acquired Companies (and, in the case of hedging, swap or similar agreements, the complete unwinding and settlement of such arrangements) in respect of such item and of all current and future Encumbrances relating to such item, other than any inchoate liability that survives the repayment, satisfaction, release and discharge under the terms of such Indebtedness, and (3) contemplating the delivery of UCC-3 termination statements and mortgage releases that when filed or recorded, as the case may be, will be sufficient to release any and all Encumbrances relating to such item, if applicable, and (B) at the Closing, all UCC-3 termination statements and mortgage releases, if any, relating to assets, properties or rights secured by such Indebtedness (provided that, in respect of the letter of credit identified in item 2 of Section 3.14(a)(i) of the Company Disclosure Letter (or renewal thereof, the “LC”) Parent shall as of the Closing procure a new letter of credit, post cash collateral, provide a guaranty or make similar credit support arrangements, reasonably satisfactory to the Agents and lenders under the Credit Agreement, to backstop the full amount of such LC); (viii) a non-solicitation and confidentiality agreement attached hereto as Exhibit G (the “Non-Competition Agreements Solicitation Agreements”) duly executed by each of the Company, Haroxx Xxxxxxxxx xxx Jeffxxx Xxxxxxxxx xx substantially the form attached hereto as EXHIBIT D (the "Non-Competition Agreements");CSC Stockholders; and (d) a Co-Packing Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT E (the "Co-Packing Agreement"); (e) a Real Estate Purchase Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT F (the "Real Estate Purchase Agreement") and all documentation required to be delivered by the Company pursuant to the Real Estate Purchase Agreement; (f) a Security Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT G (the "Security Agreement"); (g) a Consulting Agreement, executed by Haroxx Xxxxxxxxx, xx substantially the form attached hereto as EXHIBIT H (the "Consulting Agreement"); (h) a Guarantee, executed by Haroxx Xxxxxxxxx, xxth respect to certain obligations of the Company, in substantially the form attached hereto as EXHIBIT I (the "Honickman Guaranty"); (i) a Trademark Assignment and Assumption Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT J (the "Trademark Assignment"); (j) a Letter Agreement between Company and Buyer relating to the runoff of inventory and raw materials by Affiliates of the Company and certain other matters, executed by the Company, in substantially the form attached hereto as EXHIBIT K (the "Inventory Letter Agreement"); (k) a legal opinion of Wolf, Block, Schoxx xxx Solix-Xxxxx XXX, special counsel to the Company, in substantially the form attached hereto as EXHIBIT L; (l) a Co-Purchasing Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT M; (m) an Administrative Services Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT N; (n) an Intercreditor Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT O; (o) a Trust Transfer and Assumption Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT P; (pix) such other instruments or agreements and documents as Buyer may be reasonably determines are necessary to carry out the transactions contemplated herebyrequested by Parent.

Deliveries by the Company at Closing. At the Closing, the Company shall deliver or cause to be delivered to Buyer (executed on behalf of the following:Company by a duly authorized corporate officer, where applicable): (a) to Meritage, a certificate as to the Escrow continued accuracy of the representations and warranties set forth in this Agreement executed (or identifying the specific nature of and reason for each and every inaccuracy in such representations and warranties), together with a statement setting forth any changes, between the date of this Agreement and the Closing Date, of any of the information disclosed in Schedule 4.22 to this Agreement; (b) to Meritage, the resignations of the current officers of the Company and the current officers and directors of all of the Company's subsidiaries (such resignations to be in such form as Meritage may reasonably require to ensure that they are irrevocably and unconditionally effective as of the Closing Date); (c) to Meritage and the Company, the legal opinion of Howard & Howard Attorneys, P.C., xxxninx xxxxrably on the matters referred to in 4.4(a), and covering such other matters as may be reasonably requested by Meritage or the Company, all in such form and manner as may be reasonably requested by Meritage or the Company; (d) to AFC and its designees or to such alternative lending source as the Company's New Board of Directors may select, such documents, fees and things as may be required to close the Interim Financing or Alternative Interim Financing in accordance -40- with the terms of Interim Financing Commitment or Alternative Interim Financing Commitment as accepted by the Company; (be) a bill xx saleto the other parties to this Agreement, all contracts referred to in 2 above to be executed and delivered by the Company, in substantially the form attached hereto as EXHIBIT C (the "Bill xx Sale"); (c) Non-Competition Agreements executed by each of the Company, Haroxx Xxxxxxxxx xxx Jeffxxx Xxxxxxxxx xx substantially the form attached hereto as EXHIBIT D (the "Non-Competition Agreements"); (d) a Co-Packing Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT E (the "Co-Packing Agreement"); (e) a Real Estate Purchase Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT F (the "Real Estate Purchase Agreement") and all documentation required to be delivered by the Company pursuant to the Real Estate Purchase Agreement;; and (f) to Meritage, Reynolds and Innkeepers, a Security Agreementrelxxxx xxxeement covering all claims that the Company has, executed at law or in equity (including known and unknown claims arising under statute, by the Companycontract, in substantially tort or otherwise), against Meritage or its officers and directors, the form attached hereto as EXHIBIT G (the "Security Agreement"); (g) a Consulting AgreementCompany or its officers and directors, executed by Haroxx Xxxxxxxxxand Reynolds, xx substantially the form attached hereto as EXHIBIT H (the "Consulting Agreement"); (h) a Guarantee, executed by Haroxx Xxxxxxxxx, xxth respect to certain obligations of the Company, in substantially the form attached hereto as EXHIBIT I (the "Honickman Guaranty"); other than claims thxx xxx Xompany may have (i) a Trademark Assignment against Meritage for indemnity under this Agreement and Assumption Agreement(ii) against Meritage, executed Reynolds or Innkeepers arising xxx xx the breach by Meritage, Innkeepers or Reynolds, as the Companycase may be, xx xxx xontract entered into by Meritage, Innkeepers or Reynolds in substantially the form attached hereto as EXHIBIT J (the "Trademark Assignment"); (j) a Letter Agreement between Company and Buyer relating to the runoff of inventory and raw materials by Affiliates connection with coxxxxxxxxon of the Company and certain other matters, executed by the Company, transactions provided for in substantially the form attached hereto as EXHIBIT K (the "Inventory Letter this Agreement"); (k) a legal opinion of Wolf, Block, Schoxx xxx Solix-Xxxxx XXX, special counsel to the Company, in substantially the form attached hereto as EXHIBIT L; (l) a Co-Purchasing Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT M; (m) an Administrative Services Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT N; (n) an Intercreditor Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT O; (o) a Trust Transfer and Assumption Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT P; (p) such other instruments or documents as Buyer reasonably determines are necessary to carry out the transactions contemplated hereby.