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

Deliveries by the Seller at the Closing. At the Closing, the --------------------------------------- Seller shall deliver the following to the Buyer, duly executed and properly acknowledged, if appropriate: (a) the deed for the Real Property and Improvements, substantially in the form attached hereto as Exhibit A, reserving the necessary Easements to be retained by the Seller; (b) the Xxxx of Sale, substantially in the form attached hereto as Exhibit B, for the tangible personal property included in the Acquired Assets; (c) the Assignment and Assumption Agreement, substantially in the form attached hereto as Exhibit C, in recordable form if necessary; (d) the Asset Demarcation Agreement, substantially in the form attached hereto as Exhibit D; (e) a FIRPTA Affidavit by the Seller; (f) the Property Tax Agreement, substantially in the form attached hereto as Exhibit E; (g) copies of all consents, waivers or approvals obtained by the Seller with respect to the Acquired Assets, the transfer of the Transferable Permits or the consummation of the transactions contemplated by this Agreement and the Related Agreement, to the extent specifically required under this Agreement or the Related Agreements (without limiting the generality of the foregoing, Seller is specifically required to provide Buyer with copies of 017 written consents to assign to Buyer each of the Material Contracts executed by the third parties to such Material Contracts or include within the opinion referenced in clause (k) below an assurance that Seller's rights under such Material Contracts may be assigned without such third party consent); provided that if a Material Contract cannot be effectively assigned to Buyer at Closing, then Seller shall notify Buyer of such nonassignability, and, subject to Buyer's prior written consent (which shall not be unreasonably withheld), Seller shall, at its sole discretion, enter into substitute contracts (the "Substitute Material Contracts") prior to the Closing that will provide Buyer with substantially similar benefits and obligations to those that would have been provided if the nonassignable Material Contracts had been transferred to Buyer at Closing and shall provide evidence at the Closing that such Substitute Material Contracts are effectively assigned to Buyer at the Closing. To the extent that, as a result of any payment or other consideration provided by Seller, either Seller or Buyer is able to obtain pricing or terms for a Substitute Material Contract more favorable than those under the existing Material Contracts which cannot be assigned to Buyer, Buyer shall pay to Seller as and when such favorable benefits are realized by Buyer an amount equal to the value differential between the price or terms of such Substitute Material Contract and the Material Contract that the Seller could not assign, up to a maximum amount equal to 100% of the costs incurred by Seller in obtaining consents to the assignment of all Material Contracts; (h) a certificate from an authorized officer of the Seller, dated the Closing Date, to the effect that, to such officer's Knowledge, the conditions set forth in Section 6.1 have been satisfied; (i) a copy, certified by the Clerk of the Seller, of corporate resolutions authorizing the execution and delivery of this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby; (j) a certificate of the Clerk of the Seller which shall identify by name and title and bear the signature of the officers of the Seller authorized to execute and deliver this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto; (k) an opinion or opinions from one or more counsel to the Seller (who shall be reasonably satisfactory to Buyer and any of whom may be an employee of the Seller), dated the Closing Date and reasonably satisfactory in form to the Buyer and its counsel, covering substantially the matters set forth in Schedule 2.10(k); (l) all such other instruments of sale, transfer, conveyance, assignment or assumption as the Buyer and its counsel may reasonably request in connection with the sale of the Acquired Assets, provided however, that this subsection (l) shall not require the Seller to prepare or obtain any surveys relating to the Real Property; 018 (m) a Certificate from an authorized Officer of Seller, dated the Closing Date that each of the concerns referenced in Section 5.15 below have been fully and successfully addressed and no longer constitute Environmental Liabilities;

Deliveries by the Seller at the Closing. At the Closing, the --------------------------------------- The Seller shall deliver the following to the BuyerPurchaser at the Closing, duly executed all in form and properly acknowledged, if appropriatesubstance reasonably satisfactory to the Purchaser: (a) the deed for the Real Property and Improvements, substantially in the form attached hereto as Exhibit A, reserving the necessary Easements to be retained by the Seller; (b) the Xxxx a general xxxx of Sale, substantially in the form attached hereto as Exhibit B, for the tangible personal property included in the Acquired Assets; (c) the Assignment and Assumption Agreement, substantially in the form attached hereto as Exhibit C, in recordable form if necessary; (d) the Asset Demarcation Agreement, substantially in the form attached hereto as Exhibit D; (e) a FIRPTA Affidavit by the Seller; (f) the Property Tax Agreementsale, substantially in the form attached hereto as Exhibit E, sufficient and appropriate to convey to the Purchaser all rights and title to, and interest in, the Purchased Assets and the Purchased Shares (the "Xxxx of Sale"), duly executed by the Seller, together with such other bills of sale, deeds, endorsements, title certificates (including, without limitation, the certificates representing the ownership of the Purchased Shares issued by the Chinese Subsidiaries), assignments, releases, terminations of security interests, and other good and sufficient instruments of conveyance as appropriate to convey to the Purchaser all title to, and interest in, the Purchased Assets and the Purchased Shares free and clear of all Liens (other than the Bank Housing Loan or as set forth in Schedule 7.2); provided, however, that Purchased Assets that are addressed by the Separation Agreement shall not be included in the Xxxx of Sale and separate bills of sale shall be delivered with respect to such Purchased Assets (together with all good and sufficient instruments of conveyance as appropriate) by the Seller to the Purchaser from time to time upon such Purchased Assets being transferred to the Purchaser in accordance with the terms and conditions of the Separation Agreement; (b) an assignment and assumption agreement with respect to the Subject Liabilities, substantially in the form attached hereto as Exhibit F, (the "Subject Liabilities Assignment and Assumption Agreement"), duly executed by the Seller; (c) the Ancillary Agreements, duly executed by the Seller; provided, that the Employment Transfer Agreements shall be delivered (i) with the relevant employees of the Business having also executed such agreements, and (ii) only to the extent executed by employees of the Business; (d) a legal opinion of the Seller's Korean counsel satisfactory to the Purchaser, substantially in the form attached hereto as Exhibit N; (e) a legal opinion of the Seller's Chinese counsel satisfactory to the Purchaser, substantially in the form attached hereto as Exhibit O; (f) certified copies of (i) the articles of incorporation of the Seller and the Chinese Subsidiaries, (ii) the resolutions of the Seller's board of directors and the minutes of the general meeting of shareholders of the Seller approving the execution of this Agreement and the transactions contemplated hereunder, to the extent such approval is required, and (iii) all corporate authorizations of the Chinese Subsidiaries required to consummate the transfer of the Purchased Shares by the Seller to the Purchaser including, but not limited to, the resolutions of the board of directors of Anhui Mando; (g) copies evidence reasonably satisfactory to the Purchaser that Hefei Huijin Assets Co., Ltd. has waived any and all rights under the Agreement on the Establishment of all consentsa Sino-Foreign Joint Venture Joint Venture by the Name of Anhui Jianghuai Mando Climate Control Co., waivers or approvals obtained Ltd., dated February 27, 2002 (including any rights of first refusal) to the shares of Anhui Mando owned by the Seller with respect arising from the contemplated transfer of such shares to the Acquired Assets, Purchaser pursuant to this Agreement; (h) evidence reasonably satisfactory to the transfer Purchaser of the Transferable Permits or the consummation of all necessary consents to the transactions contemplated by this Agreement and from all appropriate third parties; provided, however, third-party consents for the Related Agreement, Contracts shall be limited to the extent specifically required under Key Contracts for the purposes of this Agreement or the Related Agreements (without limiting the generality of the foregoing, Seller is specifically required to provide Buyer with copies of 017 written consents to assign to Buyer each of the Material Contracts executed by the third parties to such Material Contracts or include within the opinion referenced in clause (k) below an assurance that Seller's rights under such Material Contracts may be assigned without such third party consentSection 3.4(h); provided that if a Material Contract cannot be effectively assigned to Buyer at Closing, then Seller shall notify Buyer of such nonassignability, and, subject to Buyer's prior written consent (which shall not be unreasonably withheld), Seller shall, at its sole discretion, enter into substitute contracts (the "Substitute Material Contracts") prior to the Closing that will provide Buyer with substantially similar benefits and obligations to those that would have been provided if the nonassignable Material Contracts had been transferred to Buyer at Closing and shall provide evidence at the Closing that such Substitute Material Contracts are effectively assigned to Buyer at the Closing. To the extent that, as a result of any payment or other consideration provided by Seller, either Seller or Buyer is able to obtain pricing or terms for a Substitute Material Contract more favorable than those under the existing Material Contracts which cannot be assigned to Buyer, Buyer shall pay to Seller as and when such favorable benefits are realized by Buyer an amount equal to the value differential between the price or terms of such Substitute Material Contract and the Material Contract that the Seller could not assign, up to a maximum amount equal to 100% of the costs incurred by Seller in obtaining consents to the assignment of all Material Contracts; (h) a certificate from an authorized officer of the Seller, dated the Closing Date, to the effect that, to such officer's Knowledge, the conditions set forth in Section 6.1 have been satisfied; (i) a copy, certified certificate dated the Closing Date and executed by the Clerk representative director of the Seller stating that (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, (ii) the covenants, agreements and conditions to be performed or complied with by the Seller prior to the Closing have been performed and complied with in all material respects by the Seller, of corporate resolutions authorizing the execution and delivery of this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby(iii) no Material Adverse Change has occurred; (j) a certificate tax clearance certificates for national taxes and local taxes from the relevant Korean tax authorities showing that the Seller does not have any amount of tax due and payable in arrears (if any) in relation to the Business as of the Clerk of the Seller which shall identify by name and title and bear the signature of the officers of the Seller authorized to execute and deliver this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto;Closing Date; and (k) an opinion all the books of account, ledgers, payroll records, inventory and asset records and any and all other books, records, documents and information which are primarily used for or opinions from one or more counsel are primarily related to the Seller (who shall be reasonably satisfactory to Buyer Business, the Chinese Subsidiaries, the Chinese Business, the Purchased Assets or the Purchased Shares in the form and any of whom may be an employee of the Seller)media in which they are recorded; provided, dated the Closing Date and reasonably satisfactory in form to the Buyer and its counsel, covering substantially the matters set forth in Schedule 2.10(k); (l) all such other instruments of sale, transfer, conveyance, assignment or assumption as the Buyer and its counsel may reasonably request in connection with the sale of the Acquired Assets, provided however, that this subsection (l) shall in relation to any of the foregoing items used or related to the Business but that are not require primarily used or are not primarily related to the Business, the Seller to prepare or obtain any surveys relating shall deliver copies of such items to the Real Property; 018 (m) a Certificate from an authorized Officer of Seller, dated extent used or related to the Closing Date that each of the concerns referenced in Section 5.15 below have been fully and successfully addressed and no longer constitute Environmental Liabilities;Business.

Deliveries by the Seller at the Closing. At the Closing, the --------------------------------------- Seller shall deliver the following to the Buyer, duly executed and properly acknowledged, if appropriate: (a) the deed deeds for the Real Property and Improvements, substantially in the form attached hereto as Exhibit A, reserving the necessary Easements to be retained by the SellerEXHIBIT A-1 and otherwise in a form suitable for recording; (b) the Xxxx of Sale, substantially in the form attached hereto as Exhibit EXHIBIT B, for the tangible personal property included in the Acquired Assets; (c) the Assignment and Assumption Agreement, substantially in the form attached hereto as Exhibit EXHIBIT C, in recordable form if necessary; (d) the Asset Demarcation Agreement, substantially in the form attached hereto as Exhibit D; (e) a FIRPTA Affidavit by the Seller; (f) the Property Tax Agreement, substantially in the form attached hereto as Exhibit EXHIBIT D; (e) the Interconnection Agreement, in the form attached hereto as EXHIBIT E; (f) the Asset Demarcation Agreement, in the form attached hereto as EXHIBIT G; (g) if requested by the Buyer, the Generation Support Services Agreement, executed by Northeast Generation Services, Inc.; (h) the Release of Mortgage Indenture, substantially in the form attached hereto as EXHIBIT H; (i) a FIRPTA Affidavit executed by the Seller; (j) certificates of title for the vehicles and boats which are part of the Acquired Assets; (k) all attornment agreements, notices and other documents and instruments required for the assignment or other transfer of the Leases from the Seller to the Buyer, which agreements, notices, documents and instruments shall, upon the reasonable request of the Buyer, be in recordable form; (l) copies of all consents, waivers or approvals obtained by the Seller with respect to the Acquired Assets, the transfer of the Transferable Permits or the consummation of the transactions contemplated by this Agreement and the Related AgreementAgreements, to the extent specifically required under this Agreement or the Related Agreements (without limiting the generality of the foregoing, Seller is specifically required to provide Buyer with copies of 017 written consents to assign to Buyer each of the Material Contracts executed by the third parties to such Material Contracts or include within the opinion referenced in clause (k) below an assurance that Seller's rights under such Material Contracts may be assigned without such third party consent); provided that if a Material Contract cannot be effectively assigned to Buyer at Closing, then Seller shall notify Buyer of such nonassignability, and, subject to Buyer's prior written consent (which shall not be unreasonably withheld), Seller shall, at its sole discretion, enter into substitute contracts (the "Substitute Material Contracts") prior to the Closing that will provide Buyer with substantially similar benefits and obligations to those that would have been provided if the nonassignable Material Contracts had been transferred to Buyer at Closing and shall provide evidence at the Closing that such Substitute Material Contracts are effectively assigned to Buyer at the Closing. To the extent that, as a result of any payment or other consideration provided by Seller, either Seller or Buyer is able to obtain pricing or terms for a Substitute Material Contract more favorable than those under the existing Material Contracts which cannot be assigned to Buyer, Buyer shall pay to Seller as and when such favorable benefits are realized by Buyer an amount equal to the value differential between the price or terms of such Substitute Material Contract and the Material Contract that the Seller could not assign, up to a maximum amount equal to 100% of the costs incurred by Seller in obtaining consents to the assignment of all Material ContractsAgreements; (hm) the Environmental Consultant Reliance Letter in the form of Exhibit K hereto, duly executed and addressed to the Buyer; (n) a certificate from an authorized officer of the Seller, dated the Closing Date, to the effect that, to such officer's Knowledge, the conditions set forth in Section 6.1 Sections 6.1(a), (b), (e) and (g) and Sections 6.2(c) and (d) have been satisfied; (io) a copy, certified by the Clerk Secretary or an Assistant Secretary of the Seller, of corporate resolutions authorizing the execution and delivery of this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby; (jp) a certificate of the Clerk Secretary or an Assistant Secretary of the Seller which shall identify by name and title and bear the signature of the officers of the Seller authorized to execute and deliver this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto; (kq) an opinion or opinions from one or more counsel to the Seller (who shall be reasonably satisfactory to Buyer and any of whom may be an employee of the Seller), dated the Closing Date and reasonably satisfactory in form to the Buyer and its counsel, covering substantially the matters set forth in Schedule 2.10(kSCHEDULE 2.10(q); (lr) all such other instruments of sale, transfer, conveyance, assignment or assumption as the Buyer and its counsel may reasonably request in connection with the sale of the Acquired Assets, provided howeverPROVIDED HOWEVER, that this subsection (lSection 2.10(r) shall not require the Seller to prepare or obtain any surveys relating to the Real PropertyProperty other than those previously provided to the Buyer; 018 and (ms) a Certificate from an authorized Officer of Seller, dated the Closing Date that each copies of the concerns referenced Title Commitments and surveys described in Section 5.15 below have been fully and successfully addressed and no longer constitute Environmental Liabilities;Schedule 2.1(a)(i).

Deliveries by the Seller at the Closing. At the Closing, the --------------------------------------- Seller shall deliver cause to be executed and delivered to the Title Company the following documents with respect to the Buyer, Purchased Assets being conveyed: (i) a duly executed and properly acknowledgedacknowledged Bargain and Sale Deed (the “Deed”); (ii) two (2) counterparts of a closing statement setting forth all closing adjustments and prorations for the Purchased Assets to be prepared by the Title Company; (iii) a Non-Foreign Person Affidavit signed by Seller; (iv) an information for real estate 1099-S report filing form; (v) a certified copy of the final and non-appealable Sale Order of the Bankruptcy Court authorizing and approving the sale of the Purchased Assets to Purchaser free and clear of any and all Liens, if appropriateClaims, Encumbrances and Interests except for the Permitted Exceptions pursuant to Sections 105 and 363 of the Bankruptcy Code which Sale Order has become a Final Order (the “Final Sale Order”). The Final Sale Order shall contain, among other terms, the following provisions: (a) that the deed for terms and conditions of the Real Property and Improvements, substantially in sale of the form attached hereto as Exhibit A, reserving the necessary Easements Purchased Assets to be retained by the SellerPurchaser are approved; (b) that the sale of the Purchased Assets to Purchaser is free and clear of any and all Liens, Claims, Encumbrances and Interests, except for the Permitted Exceptions, of any kind or nature whatsoever, including, but not limited to, any obligations or requirements of the Seller under the Deferred Prosecution Agreement and the U.S. Civil Settlement pursuant to section 363(f) of the Bankruptcy Code; (c) that the Purchaser would not have agreed to this Agreement if the sale was not free and clear of any and all Liens, Claims, Encumbrances, and Interests of any kind and nature whatsoever except for the Permitted Exceptions or if Purchaser would, or in the future could, be liable or otherwise responsible for any of the foregoing under any theory of law or in equity; (d) that Seller has the authority to transfer the Purchased Assets to Purchaser; (e) that the Purchase Price constitutes fair value for the Purchased Assets; (f) that Purchaser acted in good faith in all respects and that Purchaser and its assignees and designees are entitled to the protections of section 363(m) of the Bankruptcy Code; (g) that notice of the transactions contemplated hereby was good and sufficient and was provided timely to all parties in interest in the Bankruptcy Case who are entitled or required to receive notice pursuant to the Federal Rules of Bankruptcy Procedure, the Local Rules of the Bankruptcy Court, or other applicable Law; (h) that Seller is authorized and directed to consummate the sale of the Purchased Assets and to execute and deliver all agreements, instruments and documents reasonably necessary or desirable to consummate the sale of the Purchased Assets and to effectuate the provisions of the Final Sale Order; (i) that the sale process conducted by Seller and its agent was non-collusive, fair and reasonable and was conducted in good faith; (j) that Purchaser and Seller did not engage in any conduct which would allow the transaction contemplated by this Agreement to be set aside pursuant to section 363(n) of the Bankruptcy Code; (k) that Purchaser is not a successor to, or otherwise liable for, the Liabilities, Interests, Claims, settlements, fines, penalties, debts, responsibilities or obligations of Seller under any theory of law or in equity or for any purpose, including the Deferred Prosecution Agreement and the U.S. Civil Settlement; (l) that, pursuant to section 105 of the Bankruptcy Code, all creditors of Seller are enjoined from taking any actions against Purchaser or the Purchased Assets; (m) that Purchaser shall not be deemed a successor employer to Seller for purposes of any Liability arising under the WARN Act or any collective bargaining agreement or other labor or employment agreement; and (n) that the Final Sale Order is binding upon any successors to Seller, including any trustee that may be appointed in the Bankruptcy Case (including if such case is converted to a case under chapter 7 of the Bankruptcy Code); (vi) all other agreements, instruments, and documents of conveyance and transfer executed by Seller, in form and substance reasonably acceptable to Purchaser and/or the Title Company, as may be necessary or desirable to convey the Purchased Assets to Purchaser free and clear of all Liens, Claims, Encumbrances and Interests subject to the Permitted Exceptions; (vii) legal, valid and binding UCC-3 termination statements or other documentation (in form and substance reasonably satisfactory to Seller, Purchaser and their respective counsel), in recordable form, sufficient to release any Lien against the Purchased Assets or to terminate any recordation or filing in respect thereof; (viii) a certificate dated as of the Closing Date and signed by the Seller, certifying that each of the conditions set forth in Sections 6.1 and 6.2 have been satisfied; (ix) the Xxxx of Sale, substantially in duly executed by the form attached hereto as Exhibit B, for the tangible personal property included in the Acquired Assets;Seller; and (cx) such other agreements, instruments, documents as are necessary to complete this transaction with such Seller obligation to survive the Closing. (xi) Assignment and Assumption Agreement, substantially in the form attached hereto as Exhibit C, in recordable form if necessary; (d) the Asset Demarcation Agreement, substantially in the form attached hereto as Exhibit D; (e) a FIRPTA Affidavit by the Seller; (f) the Property Tax Agreement, substantially in the form attached hereto as Exhibit E; (g) copies of all consents, waivers or approvals obtained by the Seller with respect to the Acquired Assets, the transfer of the Transferable Permits or the consummation of the transactions contemplated by this Agreement and the Related Agreement, to the extent specifically required under this Agreement or the Related Agreements (without limiting the generality of the foregoing, Seller is specifically required to provide Buyer with copies of 017 written consents to assign to Buyer each of the Material Contracts executed by the third parties to such Material Contracts or include within the opinion referenced in clause (k) below an assurance that Seller's rights under such Material Contracts may be assigned without such third party consent); provided that if a Material Contract cannot be effectively assigned to Buyer at Closing, then Seller shall notify Buyer of such nonassignability, and, subject to Buyer's prior written consent (which shall not be unreasonably withheld), Seller shall, at its sole discretion, enter into substitute contracts (the "Substitute Material Contracts") prior to the Closing that will provide Buyer with substantially similar benefits and obligations to those that would have been provided if the nonassignable Material Contracts had been transferred to Buyer at Closing and shall provide evidence at the Closing that such Substitute Material Contracts are effectively assigned to Buyer at the Closing. To the extent that, as a result of any payment or other consideration provided by Seller, either Seller or Buyer is able to obtain pricing or terms for a Substitute Material Contract more favorable than those under the existing Material Contracts which cannot be assigned to Buyer, Buyer shall pay to Seller as and when such favorable benefits are realized by Buyer an amount equal to the value differential between the price or terms of such Substitute Material Contract and the Material Contract that the Seller could not assign, up to a maximum amount equal to 100% of the costs incurred by Seller in obtaining consents to the assignment of all Material Contracts; (h) a certificate from an authorized officer of the Seller, dated the Closing Date, to the effect that, to such officer's Knowledge, the conditions set forth in Section 6.1 have been satisfied; (i) a copy, certified by the Clerk of the Seller, of corporate resolutions authorizing the execution and delivery of this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby; (j) a certificate of the Clerk of the Seller which shall identify by name and title and bear the signature of the officers of the Seller authorized to execute and deliver this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto; (k) an opinion or opinions from one or more counsel to the Seller (who shall be reasonably satisfactory to Buyer and any of whom may be an employee of the Seller), dated the Closing Date and reasonably satisfactory in form to the Buyer and its counsel, covering substantially the matters set forth in Schedule 2.10(k); (l) all such other instruments of sale, transfer, conveyance, assignment or assumption as the Buyer and its counsel may reasonably request in connection with the sale of the Acquired Assets, provided however, that this subsection (l) shall not require the Seller to prepare or obtain any surveys relating to the Real Property; 018 (m) a Certificate from an authorized Officer of Seller, dated the Closing Date that each of the concerns referenced in Section 5.15 below have been fully and successfully addressed and no longer constitute Environmental Liabilities;Spectrum Lease.

Deliveries by the Seller at the Closing. At the Closing, the --------------------------------------- Seller shall deliver the following to the Buyer, duly executed and properly acknowledged, if appropriate: (a) the deed for the Real Property and Improvements, substantially in the form attached hereto as Exhibit A, reserving the necessary Easements to be retained by the Seller; (b) the Xxxx of Sale, substantially in the form attached hereto as Exhibit B, for the tangible personal property included in the Acquired Assets; (c) the Assignment and Assumption Agreement, substantially in the form attached hereto as Exhibit C, in recordable form if necessary; (d) the Asset Demarcation Agreement, substantially in the form attached hereto as Exhibit D; (e) a FIRPTA Affidavit by the Seller; (f) the Property Tax Agreement, substantially in the form attached hereto as Exhibit E; (g) copies of all consents, waivers or approvals obtained by the Seller with respect to the Acquired Assets, the transfer of the Transferable Permits or the consummation of the transactions contemplated by this Agreement and the Related Agreement, to the extent specifically required under this Agreement or the Related Agreements (without limiting the generality of the foregoing, Seller is specifically required to provide Buyer with copies of 017 written consents to assign to Buyer each of the Material Contracts executed by the third parties to such Material Contracts or include within the opinion referenced in clause (k) below an assurance that Seller's rights under such Material Contracts may be assigned without such third party consent); provided that if a Material Contract cannot be effectively assigned to Buyer at Closing, then Seller shall notify Buyer of such nonassignability, and, subject to Buyer's prior written consent (which shall not be unreasonably withheld), Seller shall, at its sole discretion, enter into substitute contracts (the "Substitute Material Contracts") prior to the Closing that will provide Buyer with substantially similar benefits and obligations to those that would have been provided if the nonassignable Material Contracts had been transferred to Buyer at Closing and shall provide evidence at the Closing that such Substitute Material Contracts are effectively assigned to Buyer at the Closing. To the extent that, as a result of any payment or other consideration provided by Seller, either Seller or Buyer is able to obtain pricing or terms for a Substitute Material Contract more favorable than those under the existing Material Contracts which cannot be assigned to Buyer, Buyer shall pay to Seller as and when such favorable benefits are realized by Buyer an amount equal to the value differential between the price or terms of such Substitute Material Contract and the Material Contract that the Seller could not assign, up to a maximum amount equal to 100% of the costs incurred by Seller in obtaining consents to the assignment of all Material Contracts; (h) a certificate from an authorized officer of the Seller, dated the Closing Date, to the effect that, to such officer's Knowledge, the conditions set forth in Section 6.1 have been satisfied; (i) a copy, certified by the Clerk of the Seller, of corporate resolutions authorizing the execution and delivery of this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby; (j) a certificate of the Clerk of the Seller which shall identify by name and title and bear the signature of the officers of the Seller authorized to execute and deliver this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto; (k) an opinion or opinions from one or more counsel to the Seller (who shall be reasonably satisfactory to Buyer and any of whom may be an employee of the Seller), dated the Closing Date and reasonably satisfactory in form to the Buyer and its counsel, covering substantially the matters set forth in Schedule 2.10(k); (l) all such other instruments of sale, transfer, conveyance, assignment or assumption as the Buyer and its counsel may reasonably request in connection with the sale of the Acquired Assets, provided however, that this subsection (l) shall not require the Seller to prepare or obtain any surveys relating to the Real Property; 018 (m) a Certificate from an authorized Officer of Seller, dated the Closing Date that each of the concerns referenced in Section 5.15 below have been fully and successfully addressed and no longer constitute Environmental Liabilities;

Deliveries by the Seller at the Closing. At the Closing, the --------------------------------------- Seller shall deliver deliver, or cause to be delivered, to the Purchaser the following to the Buyer, duly executed and properly acknowledged, if appropriateitems: (a) a grant deed relating to the deed for the Business Real Property and ImprovementsProperty, substantially in the form attached hereto as Exhibit Aof EXHIBIT A (the "Grant Deed"), reserving and instruments of assignment assigning the necessary Easements Lease Agreements to be retained the Purchaser, substantially in the form of EXHIBIT B (the "LEASE ASSIGNMENTS"), each duly executed by the Seller; (b) the Xxxx a bill of Salesale, substantially in the form attached hereto as Exhibit Bof EXHIBIT C (the "BIXX XF SALE"), for Transferring the tangible personal property included in Purchased Assets to the Acquired AssetsPurcxxxxr, duly executed by the Seller; (c) copies of all Consents set forth on SCHEDULE 6.5, except as otherwise set forth in subsection (B) of SCHEDULE ERROR! REFERENCE SOURCE NOT FOUND.; (d) instruments of assignment to the Assignment Purchaser of all Intellectual Property and Assumption Agreementrights thereto (and all applications for, and extensions and reissuances of, any of the foregoing), substantially in the form attached hereto as Exhibit Cof EXHIBIT D (the "INTELLECTUAL PROPERTY ASSIGNMENTS"), in recordable form if necessary; (d) each, to the Asset Demarcation Agreementextent applicable, substantially in duly executed by the form attached hereto as Exhibit DSeller; (e) a FIRPTA Affidavit certificate of good standing of the Seller, issued by the SellerSecretary of State of the State of Ohio, dated within 15 days of the Closing; (f) the Property Tax Agreement, substantially in the form attached hereto as Exhibit E; (g) certified copies of all consents, waivers or approvals obtained resolutions duly adopted by the Seller with respect to the Acquired Assets, the transfer Directors of the Transferable Permits or Seller evidencing the consummation of the transactions contemplated by this Agreement and the Related Agreement, to the extent specifically required under this Agreement or the Related Agreements (without limiting the generality of the foregoing, Seller is specifically required to provide Buyer with copies of 017 written consents to assign to Buyer each of the Material Contracts executed by the third parties to such Material Contracts or include within the opinion referenced in clause (k) below an assurance that Seller's rights under such Material Contracts may be assigned without such third party consent); provided that if a Material Contract cannot be effectively assigned to Buyer at Closing, then Seller shall notify Buyer of such nonassignability, and, subject to Buyer's prior written consent (which shall not be unreasonably withheld), Seller shall, at its sole discretion, enter into substitute contracts (the "Substitute Material Contracts") prior to the Closing that will provide Buyer with substantially similar benefits and obligations to those that would have been provided if the nonassignable Material Contracts had been transferred to Buyer at Closing and shall provide evidence at the Closing that such Substitute Material Contracts are effectively assigned to Buyer at the Closing. To the extent that, as a result of any payment or other consideration provided by Seller, either Seller or Buyer is able to obtain pricing or terms for a Substitute Material Contract more favorable than those under the existing Material Contracts which cannot be assigned to Buyer, Buyer shall pay to Seller as and when such favorable benefits are realized by Buyer an amount equal to the value differential between the price or terms of such Substitute Material Contract and the Material Contract that the Seller could not assign, up to a maximum amount equal to 100% of the costs incurred by Seller in obtaining consents to the assignment taking of all Material Contracts; (h) a certificate from an authorized officer of action necessary to authorize the Sellerexecution, dated the Closing Date, to the effect that, to such officer's Knowledge, the conditions set forth in Section 6.1 have been satisfied; (i) a copy, certified by the Clerk of the Seller, of corporate resolutions authorizing the execution delivery and delivery performance of this Agreement and the Related Ancillary Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby; (jg) transition services agreements, each substantially in the form of EXHIBIT E (collectively, the "TRANSITION SERVICES AGREEMENTS"), duly executed by the Seller; (h) an environmental agreement, substantially in the form of EXHIBIT F (the "ENVIRONMENTAL AGREEMENT"), duly executed by the Seller; (i) a certificate of the Clerk an officer of the Seller which shall identify by name and title and bear the signature Seller, dated as of the officers Closing Date, certifying that the conditions set forth in SECTION 8.1 have been satisfied as of the Seller authorized Closing Date; (j) an opinion dated the Closing Date of William Phillips, in-house counsel to execute and deliver this Agreement and the Related Agreements and instruments attached as exhibits hereto and theretoSeller, substantialxx xx xxx xxxx xf EXHIBIT G; (k) an opinion any affidavits required under Section 1445 of the Code and relevant state law and any affidavits or opinions from one or more counsel indemnities as may be required by the title insurance companies in order to issue the Title Policies to the Seller (who shall be reasonably satisfactory to Buyer and any of whom may be an employee of the Seller), dated Purchaser at the Closing Date (and reasonably satisfactory the Seller shall provide the Title Company with an appropriate affidavit and indemnity to permit the Title Company to delete the exceptions for mechanic's liens and parties in form to the Buyer and its counsel, covering substantially the matters set forth in Schedule 2.10(kpossession); (l) all such other instruments a guaranty, substantially in the form of saleEXHIBIT H (the "PARENT GUARANTY"), transfer, conveyance, assignment or assumption as duly executed by the Buyer and its counsel may reasonably request in connection with the sale of the Acquired Assets, provided however, that this subsection (l) shall not require the Seller to prepare or obtain any surveys relating to the Real Property; 018 Parent; (m) a Certificate from an authorized Officer of royalty-free license, or sublicense(s), as applicable, each duly executed by the Seller, dated for the Closing Date that each Purchaser's use of the concerns referenced Intellectual Property as set forth on Schedule 9.17(a); (n) the Exclusive Manufacturing and Sales Agreement, duly executed by the Seller; and (o) such other documents, certificates and instruments, in Section 5.15 below have been fully form and successfully addressed substance reasonably satisfactory to the Seller and no longer constitute Environmental Liabilities;its counsel, as the Purchaser may reasonably request to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

Deliveries by the Seller at the Closing. At the Closing, the --------------------------------------- Seller shall deliver deliver, or cause to be delivered, to Buyer the following to the Buyer, duly executed and properly acknowledged, if appropriatefollowing: (a) the deed certificates representing the Shares, duly endorsed in blank for the Real Property and Improvements, substantially in the form attached hereto as Exhibit A, reserving the necessary Easements to be retained transfer or accompanied by the Sellerappropriate transfer documents; (b) a certificate executed by the Xxxx Chief Executive Officer or Chief Financial Officer of Saleeach of Seller and the Company in a form reasonably satisfactory to Buyer, substantially dated as of the Closing Date, certifying that the representations and warranties set forth in Article II and III are true and correct in all material respects as of the form attached hereto date of this Agreement (other than those representations and warranties that address matters as Exhibit Bof particular dates, for which shall have been true and correct in all material respects at and of such particular dates) and that the tangible personal property included Company and Seller have performed and complied in all material respects with all of the Acquired Assetscovenants and agreements required to be performed by them under this Agreement at the Closing; (c) resignations effective as of the Assignment Closing Date from each of the persons set forth on Schedule 1.04(c) as officers and Assumption Agreementdirectors of SPI, substantially in the form attached hereto as Exhibit C, in recordable form if necessarySPSC and their respective Subsidiaries; (d) the Asset Demarcation Agreement, substantially in the form attached hereto as Exhibit D; (e) a FIRPTA Affidavit by the Seller; (f) the Property Tax Agreement, substantially in the form attached hereto as Exhibit E; (g) certified copies of all consents, waivers or approvals obtained by the Seller with respect to the Acquired Assets, the transfer of the Transferable Permits or the consummation of the transactions contemplated by this Agreement and the Related Agreement, to the extent specifically required under this Agreement or the Related Agreements (without limiting the generality of the foregoing, Seller is specifically required to provide Buyer with copies of 017 written consents to assign to Buyer each of the Material Contracts executed by the third parties to such Material Contracts or include within the opinion referenced in clause (k) below an assurance that Seller's rights under such Material Contracts may be assigned without such third party consent); provided that if a Material Contract cannot be effectively assigned to Buyer at Closing, then Seller shall notify Buyer of such nonassignability, and, subject to Buyer's prior written consent (which shall not be unreasonably withheld), Seller shall, at its sole discretion, enter into substitute contracts (the "Substitute Material Contracts") prior to the Closing that will provide Buyer with substantially similar benefits and obligations to those that would have been provided if the nonassignable Material Contracts had been transferred to Buyer at Closing and shall provide evidence at the Closing that such Substitute Material Contracts are effectively assigned to Buyer at the Closing. To the extent that, as a result of any payment or other consideration provided resolutions duly adopted by Seller, either Seller ’s board of directors (or Buyer is able to obtain pricing or terms for a Substitute Material Contract more favorable than those under the existing Material Contracts which cannot be assigned to Buyer, Buyer shall pay to Seller as and when such favorable benefits are realized by Buyer an amount equal to the value differential between the price or terms of such Substitute Material Contract and the Material Contract that the Seller could not assign, up to a maximum amount equal to 100% of the costs incurred by Seller in obtaining consents to the assignment of all Material Contracts; (hits equivalent governing body) a certificate from an authorized officer of the Seller, dated the Closing Date, to the effect that, to such officer's Knowledge, the conditions set forth in Section 6.1 have been satisfied; (i) a copy, certified by the Clerk of the Seller, of corporate resolutions authorizing the execution execution, delivery and delivery performance of this Agreement and the Related Agreements and instruments attached as exhibits hereto and theretoother agreements contemplated hereby to which Seller is a party, and the consummation of the all transactions contemplated hereby and thereby; (je) a receipt for the Initial Funding Amount; (f) the consents, authorizations, waivers and approvals of the third parties to the agreements listed on Schedule 1.04(f); (g) a certificate executed by the Chief Executive Officer or Chief Financial Officer of each of Seller and the Company in a form reasonably satisfactory to Buyer, dated as of the Clerk Closing Date (the “Minimum Cash Certificate”), certifying the amount of Cash on Hand as of the Seller which shall identify by name Closing is at least $4,358,998 (the “Minimum Cash Amount”) and title and bear the signature amount of Cash on Hand as of the officers Closing located in bank or brokerage accounts in the United States as of the Seller authorized to execute and deliver this Agreement and Closing is at least $300,000 (the Related Agreements and instruments attached as exhibits hereto and thereto;“US Minimum Cash Amount”); and (kh) an opinion or opinions from one or more counsel to the Seller (who shall be a properly executed certificate in a form reasonably satisfactory to Buyer and any of whom may be an employee of the Seller), dated the Closing Date and reasonably satisfactory in form to the Buyer and its counsel, covering substantially the matters set forth in Schedule 2.10(k); (l) all such other instruments of sale, transfer, conveyance, assignment or assumption as the Buyer and its counsel may reasonably request in connection accordance with the sale requirements of the Acquired Assets, provided however, that this subsection (l) shall not require the Seller to prepare or obtain any surveys relating to the Real Property; 018 (m) a Certificate from an authorized Officer of Seller, dated the Closing Date that each of the concerns referenced in Treasury Regulation Section 5.15 below have been fully and successfully addressed and no longer constitute Environmental Liabilities;1.1445-2(c)(3).

Deliveries by the Seller at the Closing. At On or before the ClosingClosing Date, the --------------------------------------- Seller and the Shareholder, as the case may be, shall deliver the following to the BuyerPurchaser (or as otherwise provided herein), each, where applicable, duly executed and properly acknowledged(or endorsed, if appropriateas the case may be) by the Seller and/or Shareholder: (a) (i) such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance (collectively, the deed for “Conveyance Instrument”) as will effectively convey to the Real Property Purchaser all title to and Improvementsinterest in the Purchased Asset Interest and Contributed Asset Interest, together with releases or termination statements of all Encumbrances (other than Permitted Encumbrances) on the Dealership Assets, and (ii) an instrument of assignment and assumption with respect to the Assumed Liabilities (the “Assignment and Assumption Instrument,” and along with the Conveyance Instrument, collectively, the “Xxxx of Sale and Assignment”), in substantially in the form attached hereto as Exhibit A, reserving the necessary Easements to be retained by the Seller; (b) an instrument of assignment and assumption with respect to the Xxxx of Saletradenames, trademarks, domain names and URLs listed on Schedule 5.2(q), in substantially in the form attached hereto as Exhibit B, for B (the tangible personal property included in the Acquired Assets“IP Assignment Agreement”); (c) an agreement concerning the Assignment allocation of the Asset Interest Price and Assumption Agreementpreparation of IRS Form 8594, in substantially in the form attached hereto as Exhibit C, in recordable form if necessary;C (the “8594 Agreement”) (d) the Asset Demarcation Agreementa non-competition and non-solicitation agreement, in substantially in the form attached hereto as Exhibit DD (the “Non-Competition Agreement”); (e) a FIRPTA Affidavit by post-Closing agreement (the Seller“Post-Closing Agreement”), as applicable; (f) a closing and disbursement statement enumerating the Property Asset Interest Price, prorations, and adjustments, all in accordance with this Agreement or as otherwise agreed upon by the Seller and the Purchaser (the “Closing Statement”); (g) the Operating Agreement; (h) all manufacturer statements of origin furnished by the Manufacturer for the New Vehicles, Demos, and Service Loaners, and all titles for the Used Vehicles and the company vehicles (collectively, the “Titles”), along with a limited power of attorney in favor of the Purchaser with respect to the Titles; (i) a letter of good standing from the Georgia Department of Revenue (“DOR”) stating that as of a date not more than 20 days prior to the Closing Date, no taxes, interest or penalties are due to the DOR from the Seller. The foregoing certification shall be referred to as the “Tax AgreementCertificate.” If the Seller is unable to deliver the Tax Certificate, substantially the Purchaser may waive this delivery requirement subject to the Seller authorizing the Withheld Tax Amount described in Section 7.11, as contemplated under Section 48-8-46, Georgia Code, and executing the form Tax Escrow Agreement attached hereto as Exhibit E; (gj) copies all owners’ manuals, all headsets, all DVD remotes (if applicable), all navigation system SD cards and DVDs, all floor mats, and at least 2 keys and wireless key fobs for each New Vehicle, Demo, and Service Loaner, and 1 key to each of the Used Vehicles acquired by the Purchaser; (k) schedules, inventories, and other data from the Seller’s DMS reasonably requested by the Purchaser as part of building closing inventory/accounting schedules; (l) a certificate dated the Closing Date and executed by an authorized representative of the Seller, certifying (i) that the representations and warranties of the Seller in this Agreement are true and correct in all consentsmaterial respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, waivers (ii) the covenants and agreements to be performed or approvals obtained complied with by the Seller with respect to the Acquired Assets, the transfer of the Transferable Permits or the consummation of the transactions contemplated by this Agreement and the Related Agreement, to the extent specifically required under this Agreement or the Related Agreements (without limiting the generality of the foregoing, Seller is specifically required to provide Buyer with copies of 017 written consents to assign to Buyer each of the Material Contracts executed by the third parties to such Material Contracts or include within the opinion referenced in clause (k) below an assurance that Seller's rights under such Material Contracts may be assigned without such third party consent); provided that if a Material Contract cannot be effectively assigned to Buyer at Closing, then Seller shall notify Buyer of such nonassignability, and, subject to Buyer's prior written consent (which shall not be unreasonably withheld), Seller shall, at its sole discretion, enter into substitute contracts (the "Substitute Material Contracts") prior to the Closing that will provide Buyer with substantially similar benefits and obligations to those that would have been provided if performed and complied with in all respects, (iii) the nonassignable Material Contracts had been transferred to Buyer at Closing and shall provide evidence at the Closing that such Substitute Material Contracts are effectively assigned to Buyer at the Closing. To the extent that, as a result resolutions of any payment or other consideration provided by Seller, either Seller or Buyer is able to obtain pricing or terms for a Substitute Material Contract more favorable than those under the existing Material Contracts which cannot be assigned to Buyer, Buyer shall pay to Seller as and when such favorable benefits are realized by Buyer an amount equal to the value differential between the price or terms of such Substitute Material Contract and the Material Contract that the Seller could not assign, up to a maximum amount equal to 100% of the costs incurred by Seller in obtaining consents to the assignment of all Material Contracts; (h) a certificate from an authorized officer of the Seller, dated the Closing Date, to the effect that, to such officer's Knowledge, the conditions set forth in Section 6.1 have been satisfied; (i) a copy, certified by the Clerk of the Seller, of corporate resolutions authorizing the execution and delivery of this Agreement and the Related Agreements agreements contemplated hereby and instruments attached as exhibits hereto and thereto, and approving the consummation of the transactions contemplated hereby Transaction, and thereby(iv) the incumbency and signatures of any representatives of the Seller executing this Agreement; (jm) such document(s) as may be required by the Manufacturer to (i) memorialize or confirm the surrender or termination by the Seller of its dealer sales and service agreement and franchise rights with respect to the Manufacturer’s brands, (ii) confirm successful Closing of the Transaction, or (iii) memorialize the agreed disposition of the Seller’s parts account (e.g., the “Parts Account Settlement Acknowledgement”); (n) a certificate of the Clerk of good standing with respect to the Seller which shall identify by name and title and bear from the signature Georgia Secretary of State, dated as of a recent date prior to the officers of the Seller authorized to execute and deliver this Agreement and the Related Agreements and instruments attached as exhibits hereto and theretoClosing Date; (ko) an opinion the cancellation of, or opinions from one or more counsel transfer to the Seller Purchaser, of all fictitious names associated with the Business; and (who shall p) such other documents or instruments as may be required under this Agreement or as may be reasonably satisfactory to Buyer and any of whom may be an employee of requested by the Seller), dated the Closing Date and reasonably satisfactory in form to the Buyer and its counsel, covering substantially the matters set forth in Schedule 2.10(k); (l) all such other instruments of sale, transfer, conveyance, assignment or assumption as the Buyer and its counsel may reasonably request Purchaser in connection with the sale consummation of the Acquired Assets, provided however, that this subsection (l) shall not require the Seller to prepare or obtain any surveys relating to the Real Property; 018 (m) a Certificate from an authorized Officer of Seller, dated the Closing Date that each of the concerns referenced in Section 5.15 below have been fully and successfully addressed and no longer constitute Environmental Liabilities;Transaction.

Deliveries by the Seller at the Closing. At the Closing, the --------------------------------------- Seller shall deliver the following to the Buyer, duly executed and properly acknowledged, if appropriate: (a) the deed deeds for the Real Property and Improvements, substantially in the form attached hereto as Exhibit A, reserving the necessary Easements to be retained by the SellerEXHIBIT A-1 and otherwise in a form suitable for recording; (b) the Xxxx of Sale, substantially in the form attached hereto as Exhibit EXHIBIT B, for the tangible personal property included in the Acquired Assets; (c) the Assignment and Assumption Agreement, substantially in the form attached hereto as Exhibit EXHIBIT C, in recordable form if necessary; (d) the Asset Demarcation Agreement, substantially in the form attached hereto as Exhibit D; (e) a FIRPTA Affidavit by the Seller; (f) the Property Tax Agreement, substantially in the form attached hereto as Exhibit EXHIBIT D; (e) the Interconnection Agreement, in the form attached hereto as EXHIBIT E; (f) the Asset Demarcation Agreement, in the form attached hereto as EXHIBIT G; (g) if requested by the Buyer, the Generation Support Services Agreement, executed by Northeast Generation Services, Inc.; 20 (h) the Release of Mortgage Indenture, substantially in the form attached hereto as EXHIBIT H; (i) a FIRPTA Affidavit executed by the Seller; (j) certificates of title for the vehicles and boats which are part of the Acquired Assets; (k) all attornment agreements, notices and other documents and instruments required for the assignment or other transfer of the Leases from the Seller to the Buyer, which agreements, notices, documents and instruments shall, upon the reasonable request of the Buyer, be in recordable form; (l) copies of all consents, waivers or approvals obtained by the Seller with respect to the Acquired Assets, the transfer of the Transferable Permits or the consummation of the transactions contemplated by this Agreement and the Related AgreementAgreements, to the extent specifically required under this Agreement or the Related Agreements (without limiting the generality of the foregoing, Seller is specifically required to provide Buyer with copies of 017 written consents to assign to Buyer each of the Material Contracts executed by the third parties to such Material Contracts or include within the opinion referenced in clause (k) below an assurance that Seller's rights under such Material Contracts may be assigned without such third party consent); provided that if a Material Contract cannot be effectively assigned to Buyer at Closing, then Seller shall notify Buyer of such nonassignability, and, subject to Buyer's prior written consent (which shall not be unreasonably withheld), Seller shall, at its sole discretion, enter into substitute contracts (the "Substitute Material Contracts") prior to the Closing that will provide Buyer with substantially similar benefits and obligations to those that would have been provided if the nonassignable Material Contracts had been transferred to Buyer at Closing and shall provide evidence at the Closing that such Substitute Material Contracts are effectively assigned to Buyer at the Closing. To the extent that, as a result of any payment or other consideration provided by Seller, either Seller or Buyer is able to obtain pricing or terms for a Substitute Material Contract more favorable than those under the existing Material Contracts which cannot be assigned to Buyer, Buyer shall pay to Seller as and when such favorable benefits are realized by Buyer an amount equal to the value differential between the price or terms of such Substitute Material Contract and the Material Contract that the Seller could not assign, up to a maximum amount equal to 100% of the costs incurred by Seller in obtaining consents to the assignment of all Material ContractsAgreements; (hm) the Environmental Consultant Reliance Letter in the form of Exhibit K hereto, duly executed and addressed to the Buyer; (n) a certificate from an authorized officer of the Seller, dated the Closing Date, to the effect that, to such officer's Knowledge, the conditions set forth in Section 6.1 Sections 6.1(a), (b), (e) and (g) and Sections 6.2(c) and (d) have been satisfied; (io) a copy, certified by the Clerk Secretary or an Assistant Secretary of the Seller, of corporate resolutions authorizing the execution and delivery of this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby; (jp) a certificate of the Clerk Secretary or an Assistant Secretary of the Seller which shall identify by name and title and bear the signature of the officers of the Seller authorized to execute and deliver this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto; (kq) an opinion or opinions from one or more counsel to the Seller (who shall be reasonably satisfactory to Buyer and any of whom may be an employee of the Seller), dated the Closing Date and reasonably satisfactory in form to the Buyer and its counsel, covering substantially the matters set forth in Schedule 2.10(kSCHEDULE 2.10(q); (lr) all such other instruments of sale, transfer, conveyance, assignment or assumption as the Buyer and its counsel may reasonably request in connection with the sale of the Acquired Assets, provided howeverPROVIDED HOWEVER, that this subsection (lSection 2.10(r) shall not require the Seller to prepare or obtain any surveys relating to the Real PropertyProperty other than those previously provided to the Buyer; 018 and (ms) a Certificate from an authorized Officer of Seller, dated the Closing Date that each copies of the concerns referenced Title Commitments and surveys described in Section 5.15 below have been fully and successfully addressed and no longer constitute Environmental Liabilities;Schedule 2.1(a)(i).

Deliveries by the Seller at the Closing. At On or before the ClosingClosing Date, the --------------------------------------- Seller and the Shareholder, as the case may be, shall deliver the following to the BuyerPurchaser (or as otherwise provided herein), each, where applicable, duly executed and properly acknowledged(or endorsed, if appropriateas the case may be) by the Seller and/or Shareholder: (a) (i) such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance (collectively, the deed for “Conveyance Instrument”) as will effectively convey to the Real Property Purchaser all title to and Improvementsinterest in the Purchased Assets, together with releases or termination statements of all Encumbrances (other than Permitted Encumbrances) on the Purchased Assets, and (ii) an instrument of assignment and assumption with respect to the Assumed Liabilities (the “Assignment and Assumption Instrument,” and along with the Conveyance Instrument, collectively, the “Xxxx of Sale and Assignment”), in substantially in the form attached hereto as Exhibit A, reserving the necessary Easements to be retained by the Seller; (b) an instrument of assignment and assumption with respect to the Xxxx of Salefictitious names, tradenames, trademarks, domain names and URLs listed on Schedule 5.2(q), in substantially in the form attached hereto as Exhibit B, for B (the tangible personal property included in the Acquired Assets“IP Assignment Agreement”); (c) an instrument of conveyance with respect to the Assignment Personal Goodwill; (d) an agreement concerning the allocation of the Purchase Price and Assumption preparation of IRS Form 8594 (which shall include a draft Form 8594 that allocates the Purchase Price in accordance with this Agreement), in substantially in the form attached hereto as Exhibit C, in recordable form if necessaryC (the “8594 Agreement”); (de) the Asset Demarcation Agreementa non-competition and non-solicitation agreement, in substantially in the form attached hereto as Exhibit D; D (e) a FIRPTA Affidavit by the Seller“Non-Competition Agreement”); (f) a post-Closing agreement (the Property Tax “Post-Closing Agreement”), substantially in the form attached hereto as Exhibit Eapplicable; (g) copies of all consents, waivers or approvals obtained by the Seller with respect to the Acquired Assets, the transfer of the Transferable Permits or the consummation of the transactions contemplated by this Agreement and the Related Indemnification Escrow Agreement, to the extent specifically required under this Agreement or the Related Agreements (without limiting the generality of the foregoing, Seller is specifically required to provide Buyer with copies of 017 written consents to assign to Buyer each of the Material Contracts executed by the third parties to such Material Contracts or include within the opinion referenced in clause (k) below an assurance that Seller's rights under such Material Contracts may be assigned without such third party consent); provided that if a Material Contract cannot be effectively assigned to Buyer at Closing, then Seller shall notify Buyer of such nonassignability, and, subject to Buyer's prior written consent (which shall not be unreasonably withheld), Seller shall, at its sole discretion, enter into substitute contracts (the "Substitute Material Contracts") prior to the Closing that will provide Buyer with substantially similar benefits and obligations to those that would have been provided if the nonassignable Material Contracts had been transferred to Buyer at Closing and shall provide evidence at the Closing that such Substitute Material Contracts are effectively assigned to Buyer at the Closing. To the extent that, as a result of any payment or other consideration provided by Seller, either Seller or Buyer is able to obtain pricing or terms for a Substitute Material Contract more favorable than those under the existing Material Contracts which cannot be assigned to Buyer, Buyer shall pay to Seller as and when such favorable benefits are realized by Buyer an amount equal to the value differential between the price or terms of such Substitute Material Contract and the Material Contract that the Seller could not assign, up to a maximum amount equal to 100% of the costs incurred by Seller in obtaining consents to the assignment of all Material Contracts; (h) a certificate from an authorized officer of the SellerPPP Escrow Agreement, dated the Closing Date, to the effect that, to such officer's Knowledge, the conditions set forth in Section 6.1 have been satisfiedas applicable; (i) a copyclosing and disbursement statement enumerating the Purchase Price, certified prorations, and adjustments, all in accordance with this Agreement or as otherwise agreed upon by the Clerk Seller and the Purchaser (the “Closing Statement”); (j) all manufacturer statements of origin furnished by the Manufacturer for the New Vehicles, Demos, and purchased Service Loaners, and all titles for the purchased Used Vehicles and the company vehicles (collectively, the “Titles”), along with a limited power of attorney in favor of the Purchaser with respect to the Titles; (k) an affidavit from an officer of the Seller as to Seller’s compliance with TDOR regulations in remitting or accruing sales tax in accordance with Section 67-6-513, Tennessee Code. The foregoing shall be referred to as the “Tax Affidavit.” (l) all owners’ manuals, all headsets, all DVD remotes (if applicable), all navigation system SD cards and DVDs, all floor mats, and at least 2 keys and wireless key fobs for each New Vehicle, Demo, purchased Service Loaner, and purchased Used Vehicle that has not been titled, and 1 key to each of the other purchased Used Vehicles; (m) schedules, inventories, and other data from the Seller’s DMS reasonably requested by the Purchaser as part of building closing inventory/accounting schedules; (n) a certificate dated the Closing Date and executed by an authorized representative of the Seller, certifying (i) that the representations and warranties of corporate the Seller in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, (ii) the covenants and agreements to be performed or complied with by the Seller prior to the Closing have been performed and complied with in all material respects, (iii) the resolutions of the Seller authorizing the execution and delivery of this Agreement and the Related Agreements agreements contemplated hereby and instruments attached as exhibits hereto and thereto, and approving the consummation of the transactions contemplated hereby Transaction, (iv) the incumbency and therebysignatures of any representatives of the Seller executing this Agreement; and (v) attachment of certificate of good standing with respect to the Seller from the Tennessee Secretary of State, dated as of a recent date prior to the Closing Date; (jo) a certificate such document(s) as may be required by the Manufacturer to (i) memorialize or confirm the surrender or termination by the Seller of its dealer sales and service agreement and franchise rights with respect to the Manufacturer’s brands, (ii) confirm successful Closing of the Clerk of Transaction, or (iii) memorialize the Seller which shall identify by name and title and bear the signature of the officers of the Seller authorized to execute and deliver this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto; (k) an opinion or opinions from one or more counsel to the Seller (who shall be reasonably satisfactory to Buyer and any of whom may be an employee agreed disposition of the Seller’s parts account (e.g., the “Parts Account Settlement Acknowledgement”), dated the Closing Date and reasonably satisfactory in form to the Buyer and its counsel, covering substantially the matters set forth in Schedule 2.10(k);; and (lp) all such other documents or instruments of sale, transfer, conveyance, assignment as may be required under this Agreement or assumption as may be reasonably requested by the Buyer and its counsel may reasonably request Purchaser in connection with the sale consummation of the Acquired Assets, provided however, that this subsection (l) shall not require the Seller to prepare or obtain any surveys relating to the Real Property; 018 (m) a Certificate from an authorized Officer of Seller, dated the Closing Date that each of the concerns referenced in Section 5.15 below have been fully and successfully addressed and no longer constitute Environmental Liabilities;Transaction.

Deliveries by the Seller at the Closing. At the Closing, the --------------------------------------- Seller shall deliver the following to the Buyer, duly executed and properly acknowledged, if appropriatewill: (ai) deliver, or cause to be delivered, to the deed Purchaser, a receipt for the Real Property and Improvements, substantially in the form attached hereto as Exhibit A, reserving the necessary Easements to be retained Purchase Price paid by the Seller; Purchaser in accordance with Section 3.1(a) and a xxxx of sale, assignment and assumption agreement (b) the “Xxxx of Sale, substantially in the form attached hereto as Exhibit B, for the tangible personal property included in the Acquired Assets; (c) the Assignment and Assumption Agreement”), a patent assignment agreement (the “Patent Assignment Agreement”), and a confirmatory trademark assignment agreement (the “Trademark Assignment Agreement”) substantially in the form attached hereto as forms of Exhibit CA, in recordable form if necessaryExhibit B and Exhibit C hereto, respectively; (dii) deliver, or cause to be delivered, to the Asset Demarcation AgreementPurchaser all consents, substantially in orders and approvals of the form attached hereto as Exhibit DBankruptcy Court (including, without limitation, a certified copy of the Approval Order); (eiii) a FIRPTA Affidavit by deliver, or cause to be delivered, to the SellerPurchaser the Seller Closing Certificate referred to in Sections 9.2(a) and (b) hereof; (fiv) deliver, or cause to be delivered, to the Property Tax Agreement, substantially in the form attached hereto as Exhibit E; (g) Purchaser certified copies of all consents, waivers or approvals obtained by the resolutions of the Board of Directors of the Seller with respect to authorizing the sale of the Acquired Assets, the transfer of the Transferable Permits or the consummation of the transactions contemplated by this Agreement and the Related Agreement, to the extent specifically required under this Agreement or the Related Agreements (without limiting the generality of the foregoing, Seller is specifically required to provide Buyer with copies of 017 written consents to assign to Buyer each of the Material Contracts executed by the third parties to such Material Contracts or include within the opinion referenced in clause (k) below an assurance that Seller's rights under such Material Contracts may be assigned without such third party consent); provided that if a Material Contract cannot be effectively assigned to Buyer at Closing, then Seller shall notify Buyer of such nonassignability, and, subject to Buyer's prior written consent (which shall not be unreasonably withheld), Seller shall, at its sole discretion, enter into substitute contracts (the "Substitute Material Contracts") prior to the Closing that will provide Buyer with substantially similar benefits and obligations to those that would have been provided if the nonassignable Material Contracts had been transferred to Buyer at Closing and shall provide evidence at the Closing that such Substitute Material Contracts are effectively assigned to Buyer at the Closing. To the extent that, as a result of any payment or other consideration provided by Seller, either Seller or Buyer is able to obtain pricing or terms for a Substitute Material Contract more favorable than those under the existing Material Contracts which cannot be assigned to Buyer, Buyer shall pay to Seller as and when such favorable benefits are realized by Buyer an amount equal to the value differential between the price or terms of such Substitute Material Contract and the Material Contract that the Seller could not assign, up to a maximum amount equal to 100% of the costs incurred by Seller in obtaining consents to the assignment of all Material Contracts; (h) a certificate from an authorized officer of the Seller, dated the Closing Date, to the effect that, to such officer's Knowledge, the conditions set forth in Section 6.1 have been satisfied; (i) a copy, certified by the Clerk of the Seller, of corporate resolutions authorizing the execution and delivery of this Agreement and Agreement, the Related Ancillary Agreements and instruments attached as exhibits hereto all other documents and thereto, agreements delivered in connection herewith by officers of the Seller and the consummation of the transactions contemplated hereby and thereby;; and (jv) a certificate of the Clerk of the Seller which shall identify by name and title and bear the signature of the officers of the Seller authorized deliver, or cause to execute and deliver this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto; (k) an opinion or opinions from one or more counsel be delivered, to the Seller (who shall be reasonably satisfactory to Buyer Purchaser such good standing certificates and any of whom may be an employee of the Seller), dated the Closing Date and reasonably satisfactory in form to the Buyer and its counsel, covering substantially the matters set forth in Schedule 2.10(k); (l) all such other instruments of sale, transfer, conveyance, assignment or assumption similar documents as the Buyer and its counsel Purchaser may reasonably request in connection with to ensure that the sale of the Acquired Assets, provided however, that this subsection (l) shall not require the actions required to be taken by Seller to prepare or obtain any surveys relating to the Real Property; 018 (m) a Certificate from an authorized Officer of Seller, dated at the Closing Date that each of the concerns referenced in Section 5.15 below have been fully and successfully addressed and no longer constitute Environmental Liabilities;properly authorized.

Deliveries by the Seller at the Closing. At 5.1 The Seller shall, upon the terms set forth in this Agreement, execute and deliver to the Buyer at the Closing, the --------------------------------------- Seller shall deliver the following to the Buyer, duly executed and properly acknowledged, if appropriate: (a) the deed for the Real Property and Improvements, a xxxx of sale substantially in the form attached hereto as Exhibit AEXHIBIT A selling, reserving transferring, conveying, assigning and delivering all of Seller's right, title and interest in and to the necessary Easements Assets to be retained by the SellerBuyer; (b) the Xxxx of Sale, one or more patent assignments substantially in the form attached hereto as Exhibit BEXHIBIT B selling, for the tangible personal property included transferring, conveying, assigning and delivering to Buyer all of Seller's right, title and interest in the Acquired Assetsand to all patent and/or patent applications owned by Seller; (c) the Assignment and Assumption Agreement, one or more trademark assignments substantially in the form attached hereto as Exhibit CEXHIBIT C selling, transferring, conveying, assigning and delivering to Buyer all of Seller's right, title and interest in recordable form if necessaryand to all of the Trademarks; (d) the Asset Demarcation Agreement, one or more domain name transfer agreements substantially in the form attached hereto as Exhibit EXHIBIT D;; relinquishing all right and interest in each of the Domain Names and authorizing Network Solutions (or other service provider) to register each such Domain Name in the name of Buyer; and (e) a FIRPTA Affidavit by the Seller; (f) the Property Tax Agreementall such other bills of sale, substantially in the form attached hereto as Exhibit E; (g) copies of all consentsassignments, waivers or approvals obtained by the Seller with respect to the Acquired Assetsreleases, the transfer of the Transferable Permits or the consummation of the transactions contemplated by this Agreement and the Related Agreement, to the extent specifically required under this Agreement or the Related Agreements (without limiting the generality of the foregoing, Seller is specifically required to provide Buyer with copies of 017 written consents to assign to Buyer each of the Material Contracts executed by the third parties to such Material Contracts or include within the opinion referenced in clause (k) below an assurance that Seller's rights under such Material Contracts may be assigned without such third party consent); provided that if a Material Contract cannot be effectively assigned to Buyer at Closing, then Seller shall notify Buyer of such nonassignability, and, subject to Buyer's prior written consent (which shall not be unreasonably withheld), Seller shall, at its sole discretion, enter into substitute contracts (the "Substitute Material Contracts") prior to the Closing that will provide Buyer with substantially similar benefits assignment and obligations to those that would have been provided if the nonassignable Material Contracts had been transferred to Buyer at Closing and shall provide evidence at the Closing that such Substitute Material Contracts are effectively assigned to Buyer at the Closing. To the extent that, as a result of any payment or other consideration provided by Seller, either Seller or Buyer is able to obtain pricing or terms for a Substitute Material Contract more favorable than those under the existing Material Contracts which cannot be assigned to Buyer, Buyer shall pay to Seller as and when such favorable benefits are realized by Buyer an amount equal to the value differential between the price or terms of such Substitute Material Contract and the Material Contract that the Seller could not assign, up to a maximum amount equal to 100% of the costs incurred by Seller in obtaining consents to the assignment of all Material Contracts; (h) a certificate from an authorized officer of the Seller, dated the Closing Date, to the effect that, to such officer's Knowledge, the conditions set forth in Section 6.1 have been satisfied; (i) a copy, certified by the Clerk of the Seller, of corporate resolutions authorizing the execution and delivery of this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby; (j) a certificate of the Clerk of the Seller which shall identify by name and title and bear the signature of the officers of the Seller authorized to execute and deliver this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto; (k) an opinion or opinions from one or more counsel to the Seller (who shall be reasonably satisfactory to Buyer and any of whom may be an employee of the Seller), dated the Closing Date and reasonably satisfactory in form to the Buyer and its counsel, covering substantially the matters set forth in Schedule 2.10(k); (l) all such other instruments of sale, transfer, conveyance, assignment or assumption and transfer, in form and substance satisfactory to the Buyer as the Buyer and its counsel may reasonably request require in order for the Seller to convey to the Buyer all of the Seller's right, title and interest in and to the Assets, including without limitation certified copies of pleadings filed by the Seller with the Bankruptcy Court in connection with the sale and the Sale Order. 5.2 The Seller shall, upon the terms set forth in this Agreement, deliver to the Buyer at the Closing: (a) fully and duly executed certificates required pursuant to Section 11(b)(viii) and 11(b)(ix); and (b) a master copy of each computer program of the Acquired AssetsSoftware in object code and source code (which shall be in a form suitable for copying), provided howeverits entire inventory of copies of the Software (whether in object code, that this subsection (lsource code or in any other form) and its entire inventory of Documentation. Seller shall provide Buyer with complete and unrestricted access to the facilities and/or sites at which any or all of the Equipment is located and shall take all other actions reasonably requested by Buyer in order to transfer title and possession of the Equipment to Buyer. The risk of loss for all Assets shall remain with Seller and shall not require the Seller pass to prepare or obtain any surveys relating to the Real Property; 018 (m) a Certificate from an authorized Officer of Seller, dated Buyer until such time as the Closing Date that each of the concerns referenced in Section 5.15 below have been fully and successfully addressed and no longer constitute Environmental Liabilities;is consummated.

Deliveries by the Seller at the Closing. At the Closing, the --------------------------------------- Seller shall deliver to the following Buyer the following: (a) the Purchased Assets; (b) a Xxxx of Sale and Assignment and Assumption Agreement in form and substance acceptable to the Buyer (the “Xxxx of Sale”), duly executed by the Seller; (c) Trademark Assignments in form and substance acceptable to the Buyer (the “Trademark Assignments”), duly executed by the Seller; (d) Domain Name Assignments in form and substance acceptable to Buyer (the “Domain Name Assignments”), duly executed by the Seller; (e) any other assignments that may be required to transfer title of Business Intellectual Property to the Buyer (the “IP Assignments”), duly executed by the Seller; (f) an Assignment and Assumption of Lease with respect to each Lease (the “Assignments and Assumptions of Lease”), duly executed by the Seller; (g) an Escrow Agreement in form and substance acceptable to the Buyer (the “Escrow Agreement”), duly executed by the Seller and the Escrow Agent; (h) evidence of the termination of the Technology Support and General Advertising Services Agreement dated October 26, 2018 by and between Buyer and Seller (the “General Advertising Services Agreement”), in form and substance acceptable to the Buyer, duly executed and properly acknowledged, if appropriate:by the Seller; (ai) the deed for third party consents specified on Section 3.2(i) of the Real Property Seller Disclosure Schedule, which consents shall have not been rescinded, in form and Improvements, substance acceptable to the Buyer; (j) a Security Agreement substantially in the form attached hereto as Exhibit AB (the “Security Agreement”), reserving the necessary Easements to be retained duly executed by the Seller; (bk) all documentation necessary or desirable to obtain releases of all Liens, including appropriate UCC termination statements, in each case in form and substance satisfactory to the Xxxx of Sale, substantially in the form attached hereto as Exhibit B, for the tangible personal property included in the Acquired AssetsBuyer; (cl) evidence of the Assignment and Assumption Agreement, substantially in termination of any Related Party Contracts related to the form attached hereto as Exhibit CPurchased Assets, in recordable form if necessaryand substance acceptable to the Buyer; (d) the Asset Demarcation Agreement, substantially in the form attached hereto as Exhibit D; (em) a FIRPTA Affidavit completed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury regulations, duly executed by the Seller; (f) the Property Tax Agreement, substantially in the form attached hereto as Exhibit E; (gn) copies of all consents, waivers or approvals obtained by the Seller with respect to the Acquired Assets, the transfer resolutions of the Transferable Permits or the consummation shareholders and board members of the transactions contemplated by this Agreement and the Related Agreement, to the extent specifically required under this Agreement or the Related Agreements (without limiting the generality of the foregoing, Seller is specifically required to provide Buyer with copies of 017 written consents to assign to Buyer each of the Material Contracts executed by the third parties to such Material Contracts or include within the opinion referenced in clause (k) below an assurance that Seller's rights under such Material Contracts may be assigned without such third party consent); provided that if a Material Contract cannot be effectively assigned to Buyer at Closing, then Seller shall notify Buyer of such nonassignability, and, subject to Buyer's prior written consent (which shall not be unreasonably withheld), Seller shall, at its sole discretion, enter into substitute contracts (the "Substitute Material Contracts") prior to the Closing that will provide Buyer with substantially similar benefits and obligations to those that would have been provided if the nonassignable Material Contracts had been transferred to Buyer at Closing and shall provide evidence at the Closing that such Substitute Material Contracts are effectively assigned to Buyer at the Closing. To the extent that, as a result of any payment or other consideration provided by Seller, either Seller or Buyer is able to obtain pricing or terms for a Substitute Material Contract more favorable than those under the existing Material Contracts which cannot be assigned to Buyer, Buyer shall pay to Seller as and when such favorable benefits are realized by Buyer an amount equal to the value differential between the price or terms of such Substitute Material Contract and the Material Contract that the Seller could not assign, up to a maximum amount equal to 100% of the costs incurred by Seller in obtaining consents to the assignment of all Material Contracts; (h) a certificate from an authorized officer of the Seller, dated the Closing Date, to the effect that, to such officer's Knowledge, the conditions set forth in Section 6.1 have been satisfied; (i) a copy, certified by the Clerk of the Seller, of corporate resolutions duly authorizing the execution execution, delivery and delivery performance of this Agreement and the Related Agreements and instruments attached as exhibits hereto and theretoAncillary Agreements, and the consummation certified by an officer of the transactions contemplated hereby and therebySeller; (jo) a certificate Certificate of Secretary or Assistant Secretary of Seller, as to the Clerk of the Seller which shall identify by name and title and bear the signature incumbency of the officers of the Seller authorized to execute and deliver executing this Agreement and the Related Agreements and instruments attached as exhibits hereto and theretogenuineness of their signatures; (kp) an opinion evidence of the timely filing of all required proxy statements or opinions from one other filings with any applicable exchange, the Securities and Exchange Commission or more counsel to the Seller any other Governmental Entity; and (who shall q) such other documents as may be reasonably satisfactory to Buyer and any of whom may be an employee of the Seller), dated the Closing Date and reasonably satisfactory in form to requested by the Buyer and its counsel, covering substantially to consummate the matters set forth in Schedule 2.10(k); (l) all such other instruments of sale, transfer, conveyance, assignment or assumption as the Buyer and its counsel may reasonably request in connection with the sale of the Acquired Assets, provided however, that this subsection (l) shall not require the Seller to prepare or obtain any surveys relating to the Real Property; 018 (m) a Certificate from an authorized Officer of Seller, dated the Closing Date that each of the concerns referenced in Section 5.15 below have been fully and successfully addressed and no longer constitute Environmental Liabilities;transactions contemplated herein.

Deliveries by the Seller at the Closing. At the Closing, the --------------------------------------- Seller shall execute, acknowledge and deliver to the Buyer in recordable form as appropriate, and with third party consents and releases of liens and security interests when required, certificates and other instruments of sale, conveyance, transfer and assignment relating to all of the Assets, and containing warranties consistent with the representations and warranties contained in this Agreement, including, without limitation, the following (all of such actions constituting conditions precedent to the Buyer, duly executed and properly acknowledged, if appropriate:’s obligations to close hereunder): (a) the A. A limited warranty deed for covering the Real Property and Improvements, substantially in the form attached hereto as of Exhibit A, reserving the necessary Easements to be retained by the SellerB hereto; (b) B. A limited warranty xxxx of sale covering the Xxxx of Sale, substantially Personal Property in the form attached hereto as of Exhibit B, for the tangible personal property included in the Acquired AssetsC hereto; C. All of the Records (c) other than the Assignment and Assumption Agreement, substantially in the form attached hereto as Exhibit C, in recordable form if necessaryOptical Disk Records); (d) the Asset Demarcation Agreement, substantially in the form attached hereto as Exhibit DD. The Preliminary Balance Sheet; (e) a FIRPTA Affidavit by E. The Cash on Hand and such of the other Assets that are capable of physical delivery; F. All Assumed Contracts in force and effect as of the Closing and recordable assignments and assumption agreements in form and substance reasonably acceptable to the Buyer that transfer, assign and convey to the Buyer all of the Seller; (f) the Property Tax Agreement’s estates, substantially in the form attached hereto as Exhibit E; (g) copies of all consentsrights, waivers or approvals obtained by the Seller with respect to the Acquired Assets, the transfer of the Transferable Permits or the consummation of the transactions contemplated by this Agreement titles and the Related Agreementinterests in, to the extent specifically required and under this Agreement or the Related Agreements (without limiting the generality of the foregoing, Seller is specifically required to provide Buyer with copies of 017 written consents to assign to Buyer each of the Material Contracts executed by Assumed Contracts, each evidencing the third consent (if required) of the other parties to such Material Contracts or include within the opinion referenced in clause (k) below an assurance that Seller's rights under such Material Contracts Assumed Contracts, as may be assigned without such third party consent); provided that if a Material Contract cannot be effectively assigned to Buyer at Closing, then Seller shall notify Buyer of such nonassignability, and, subject to Buyer's prior written consent (which shall not be unreasonably withheld), Seller shall, at its sole discretion, enter into substitute contracts (the "Substitute Material Contracts") prior to the Closing that will provide Buyer with substantially similar benefits and obligations to those that would have been provided if the nonassignable Material Contracts had been transferred to Buyer at Closing and shall provide evidence at the Closing that such Substitute Material Contracts are effectively assigned to Buyer at the Closing. To the extent that, as a result of any payment or other consideration provided by Seller, either Seller or Buyer is able to obtain pricing or terms for a Substitute Material Contract more favorable than those required under the existing Material Contracts which cannot be assigned to Buyer, Buyer shall pay to Seller as and when such favorable benefits are realized by Buyer an amount equal to the value differential between the price or terms of such Substitute Material Contract and the Material Contract that the Seller could not assign, up to a maximum amount equal to 100% of the costs incurred by Seller in obtaining consents to the assignment of all Material ContractsAssumed Contract; (h) a G. A certificate from duly executed by an authorized officer of the SellerSeller (acting in his or her capacity as an officer of the Seller and not individually), dated as of the Closing Date, pursuant to which such officer shall certify that (a) the effect that, to such officer's Knowledge, representations and warranties of the conditions Seller as set forth in Section 6.1 have this Agreement are true and correct as of the Closing Date; (b) the Seller has complied with all covenants contained in Article 6 and its other agreements set forth herein and (c) that since June 30, 2008, there has been satisfiedno Material Adverse Change (as defined below); H. A certificate duly executed by the Cashier or Secretary of the Seller pursuant to which such officer shall certify (i) a copy, certified the due adoption by the Clerk Board of Directors of the Seller, Seller of corporate resolutions attached to such certificate authorizing the transaction and the execution and delivery of this Agreement and the Related Agreements other agreements and instruments attached as exhibits hereto and thereto, documents contemplated hereby and the consummation taking of the transactions all actions contemplated hereby and thereby; ; and (jii) a certificate the incumbency and true signatures of the Clerk of the Seller which shall identify by name and title and bear the signature of the those officers of the Seller duly authorized to act on its behalf in connection with the transaction contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the Related Agreements taking of all actions contemplated hereby and instruments attached as exhibits hereto and theretothereby on behalf of the Seller; (k) I. All documents, contracts, certificates, instruments, keys and records necessary or appropriate to transfer the safe deposit and safekeeping businesses, if any, of the Branch to the Buyer; J. Possession of the Assets and access to and keys to the Branch and all security devices located at the Branch, together with security codes for access to the Branch and combinations to all locking devices of the Seller located at the Branch; K. A list, certified by an opinion or opinions from one or more counsel to authorized officer of the Seller (who shall be reasonably satisfactory to Buyer and any of whom may be acting in his or her capacity as an employee officer of the SellerSeller and not individually), dated setting forth all garnishments, similar court orders, tax liens and orders of any governmental entity in effect with respect to the Closing Date and reasonably satisfactory in form Deposits; L. Payment to the Buyer and its counselas is required pursuant to Section 1.5 in immediately available funds (such payment to be made at a time no later than 2:00 p.m., covering substantially Atlanta, Georgia time, on the matters set forth in Schedule 2.10(kClosing Date); M. The Assignment and Assumption Agreement; N. All personnel records and employee files with respect to all Branch Employees (las defined in Section 11.1); O. A sworn affidavit from an authorized officer of the Seller to the effect that the Seller is not a “foreign person” as that term is defined in Section 1445(f)(3) all of the Internal Revenue Code of 1986, as amended (the “Code”) in the form attached hereto as Schedule 1.9O; P. All such tax, transfer and other instruments declarations and returns, and withholding affidavits and information returns, duly executed and sworn to by the Seller, as may be required of sale, transfer, conveyance, assignment or assumption as the Buyer and its counsel may reasonably request Seller by law in connection with the sale conveyance of the Acquired Assets, provided however, that this subsection (l) shall not require Real Property to the Seller Buyer; Q. An owner’s affidavit evidencing the Seller’s authority acceptable to prepare or obtain any surveys relating the Buyer’s title company to sell the Real Property; 018 , and an owner’s affidavit and a broker’s lien affidavit in form and substance acceptable to the title company and sufficient for the Buyer’s title company to delete any standard title and survey exceptions from the title insurance policy, including, without limitation, those exceptions for (mi) a Certificate mechanics’ or materialmen’s liens, (ii) broker’s liens arising from an authorized Officer of brokers engaged by Seller, dated and (iii) matters not shown in the Closing Date that each public records; and R. Such other documents as may be reasonably requested by the Buyer or its title company to effect the transfer of the concerns referenced in Section 5.15 below have been fully and successfully addressed and no longer constitute Environmental Liabilities;Real Property to the Buyer.

Deliveries by the Seller at the Closing. At the Closing, the --------------------------------------- Seller shall deliver (or cause to be delivered) to the following Buyer the following: (i) certificate of Good Standing with respect to the Seller issued by the Secretary of the Commonwealth (or other applicable Governmental Entity) of Virginia, dated as of a date reasonably acceptable to the Buyer, duly executed and properly acknowledged, if appropriate:; (ii) a copy of the unanimous written consent action by each of (a) the deed for members of the Real Property board of directors and Improvements, substantially in the form attached hereto as Exhibit A, reserving the necessary Easements to be retained by the Seller; (b) the Xxxx shareholders of Sale, substantially in the form attached hereto as Exhibit B, for the tangible personal property included in the Acquired Assets; (c) the Assignment and Assumption Agreement, substantially in the form attached hereto as Exhibit C, in recordable form if necessary; (d) the Asset Demarcation Agreement, substantially in the form attached hereto as Exhibit D; (e) a FIRPTA Affidavit by the Seller; (f) the Property Tax Agreement, substantially in the form attached hereto as Exhibit E; (g) copies of all consents, waivers or approvals obtained certified by the Seller with respect to the Acquired Assets, the transfer of the Transferable Permits or the consummation of the transactions contemplated by this Agreement and the Related Agreement, to the extent specifically required under this Agreement or the Related Agreements (without limiting the generality of the foregoing, Seller is specifically required to provide Buyer with copies of 017 written consents to assign to Buyer each of the Material Contracts executed by the third parties to such Material Contracts or include within the opinion referenced in clause (k) below an assurance that Seller's rights under such Material Contracts may be assigned without such third party consent); provided that if a Material Contract cannot be effectively assigned to Buyer at Closing, then Seller shall notify Buyer of such nonassignability, and, subject to Buyer's prior written consent (which shall not be unreasonably withheld), Seller shall, at its sole discretion, enter into substitute contracts (the "Substitute Material Contracts") prior to the Closing that will provide Buyer with substantially similar benefits and obligations to those that would have been provided if the nonassignable Material Contracts had been transferred to Buyer at Closing and shall provide evidence at the Closing that such Substitute Material Contracts are effectively assigned to Buyer at the Closing. To the extent that, as a result of any payment or other consideration provided by Seller, either Seller or Buyer is able to obtain pricing or terms for a Substitute Material Contract more favorable than those under the existing Material Contracts which cannot be assigned to Buyer, Buyer shall pay to Seller as and when such favorable benefits are realized by Buyer an amount equal to the value differential between the price or terms of such Substitute Material Contract and the Material Contract that the Seller could not assign, up to a maximum amount equal to 100% of the costs incurred by Seller in obtaining consents to the assignment of all Material Contracts; (h) a certificate from an authorized appropriate officer of the Seller, dated as having been duly and validly executed and delivered and being in full force and effect as of the Closing Date, to the effect that, to such officer's Knowledge, the conditions set forth in Section 6.1 have been satisfied; (i) a copy, certified by the Clerk of the Seller, of corporate resolutions authorizing the execution and delivery of this Agreement and the Related Ancillary Agreements to which it is a party and performance by the Seller of the transactions contemplated hereby and by the Ancillary Agreements to which it is a party; (iii) file stamped copies of all Uniform Commercial Code termination statements, or such other documents or endorsements that are to be filed with appropriate Governmental Authorities that are necessary to release or discharge all other Liens (except Permitted Liens) on or against the Subject Assets; (iv) a xxxx of sale, general assignments, specific assignments of Intellectual Property, certificates of title and such other instruments of conveyance as the Buyer shall reasonably require, in a form reasonably satisfactory to the Buyer, duly executed by the Seller, conveying to the Buyer the Subject Assets, free and clear of all Liens and claims whatsoever other than Permitted Liens; (v) an Assignment and Assumption Agreement, in the form attached hereto as exhibits hereto and theretoExhibit C, duly executed by the Seller, pursuant to which the Seller shall assign to the Buyer, and the Buyer shall assume from the Seller, all of the Seller’s right, title and interest in, to and under the Assumed Contracts (the “Assignment and Assumption Agreement”); (vi) all Authorizations and Orders of, declarations and filings with, and notices to, any Governmental Entity or any other Person required to be obtained or made by the Seller to permit the consummation of the transactions contemplated hereby and therebyby this Agreement; (jvii) an Employment Agreement for each of Xxxxx and Xx. Xxx Xxxxxxx (“Lintvet”), in the forms attached hereto as Exhibit D, duly executed by Xxxxx and Lintvet (the “Employment Agreements”); (viii) a certificate General Release, releasing all claims against the Seller and the Buyer, in the form attached hereto as Exhibit E, duly executed by Xxxxx and Lintvet (the “Release”); (ix) a Lease for the property located at 0000 Xxxxx Xxxxxx, Xxxxx 00, Xxxxxxxx Xxxxx, Xxxxxxxx 00000, in form the form attached hereto as Exhibit F, duly executed by the lessor of such real property (the “Lease”); (x) a Security Agreement securing the obligations of the Clerk Buyer under the Buyer Note, in the form attached hereto as Exhibit G (the “Security Agreement”), duly executed by the Seller; (xi) an Invention Assignment Agreement for each of Xxxxx, Xxxxx and Lintvet, in the form attached hereto as Exhibit H, duly executed by Xxxxx, Xxxxx and Lintvet, respectively, and Seller; (xii) a Subordination Agreement with XX Xxxxxx Chase Bank, N.A., in the form attached hereto as Exhibit I (the “Subordination Agreement”), duly executed by the Seller; (xiii) constructive possession of the Seller which shall identify by name complete Books and title and bear the signature Records; and (xiv) all of the officers of other agreements, instruments, documents and organizational approvals reasonably requested by the Buyer and necessary for the Seller authorized to execute and deliver consummate the transactions contemplated by this Agreement and the Related Agreements agreements, instruments and instruments attached as exhibits hereto and thereto; (k) an opinion or opinions from one or more counsel to the Seller (who shall be reasonably satisfactory to Buyer and any of whom may be an employee of the Seller), dated the Closing Date and reasonably satisfactory in form to the Buyer and its counsel, covering substantially the matters documents set forth in Schedule 2.10(kthis Section 3.5(a); (l) all such other instruments of sale, transfer, conveyance, assignment or assumption as the Buyer and its counsel may reasonably request in connection with the sale of the Acquired Assets, provided however, that this subsection (l) shall not require the Seller to prepare or obtain any surveys relating to the Real Property; 018 (m) a Certificate from an authorized Officer of Seller, dated the Closing Date that each of the concerns referenced in Section 5.15 below have been fully and successfully addressed and no longer constitute Environmental Liabilities;.

Deliveries by the Seller at the Closing. At On or before the ClosingClosing Date, the --------------------------------------- Seller and the Shareholder, as the case may be, shall deliver the following to the BuyerPurchaser (or as otherwise provided herein), each, where applicable, duly executed and properly acknowledged(or endorsed, if appropriateas the case may be) by the Seller and/or Shareholder: (a) (i) such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance (collectively, the deed for “Conveyance Instrument”) as will effectively convey to the Real Property Purchaser all title to and Improvements, substantially interest in the form attached hereto as Exhibit ADealership Assets, reserving together with releases or termination statements of all Encumbrances (other than Permitted Encumbrances) on the necessary Easements Dealership Assets, and (ii) an instrument of assignment and assumption with respect to be retained by the Seller; Assumed Liabilities (b) the Xxxx of Sale, substantially in the form attached hereto as Exhibit B, for the tangible personal property included in the Acquired Assets; (c) the “Assignment and Assumption AgreementInstrument,” and along with the Conveyance Instrument, substantially in collectively, the form attached hereto as Exhibit C“Xxxx of Sale and Assignment”), in recordable form if necessary; (d) the Asset Demarcation Agreement, substantially in the form attached hereto as Exhibit D; (e) a FIRPTA Affidavit by the Seller; (f) the Property Tax Agreement, substantially in the form attached hereto as Exhibit E; (gb) copies an instrument of all consents, waivers or approvals obtained by the Seller assignment and assumption with respect to the Acquired Assetstradenames, trademarks, domain names and URLs listed on Schedule 5.2(q), in substantially the transfer form attached hereto as Exhibit F (the “IP Assignment Agreement”); (c) an agreement concerning the allocation of the Transferable Permits or Asset Purchase Price and preparation of IRS Form 8594, in substantially the consummation of form attached hereto as Exhibit G (the transactions contemplated by this Agreement “8594 Agreement”); (d) a non-competition and non-solicitation agreement, in substantially the Related form attached hereto as Exhibit H (the “Non-Competition Agreement”); (e) a post-Closing agreement (the “Post-Closing Agreement”), to as applicable; (f) a closing and disbursement statement enumerating the extent specifically required under Asset Purchase Price, prorations, and adjustments, all in accordance with this Agreement or the Related Agreements (without limiting the generality of the foregoing, Seller is specifically required to provide Buyer with copies of 017 written consents to assign to Buyer each of the Material Contracts executed as otherwise agreed upon by the third parties to such Material Contracts or include within Seller and the opinion referenced in clause (k) below an assurance that Seller's rights under such Material Contracts may be assigned without such third party consent); provided that if a Material Contract cannot be effectively assigned to Buyer at Closing, then Seller shall notify Buyer of such nonassignability, and, subject to Buyer's prior written consent (which shall not be unreasonably withheld), Seller shall, at its sole discretion, enter into substitute contracts Purchaser (the "Substitute Material Contracts"“Closing Statement”); (g) prior an assignment and assumption agreement with respect to the Closing that will provide Buyer with substantially similar benefits and obligations to those that would have been provided if Princeton Premises Lease, the nonassignable Material Contracts had been transferred to Buyer at Closing and shall provide evidence at the Closing that such Substitute Material Contracts are effectively assigned to Buyer at the Closing. To the extent thatSummersville Premises Lease, as a result of any payment or other consideration provided by Seller, either Seller or Buyer is able to obtain pricing or terms for a Substitute Material Contract more favorable than those under the existing Material Contracts which cannot be assigned to Buyer, Buyer shall pay to Seller as and when such favorable benefits are realized by Buyer an amount equal to the value differential between the price or terms of such Substitute Material Contract and the Material Contract that Beaver Premises Lease (the Seller could not assign, up to a maximum amount equal to 100% of the costs incurred by Seller in obtaining consents to the assignment of all Material Contracts“Lease Assumption Instrument”); (h) a certificate from an authorized officer of the Seller, dated the Closing Date, to the effect that, to such officer's Knowledge, the conditions set forth in Section 6.1 have been satisfiedOperating Agreement; (i) all manufacturer statements of origin furnished by a copyManufacturer for the New Vehicles, certified Demos, and Service Loaners, and all titles for the Used Vehicles and the company vehicles (collectively, the “Titles”), along with a limited power of attorney in favor of the Purchaser with respect to the Titles; (j) letters of good standing from the West Virginia State Tax Department (“WVSTD”) stating that, as of a date not more than 20 days prior to the Closing Date, the Seller is in compliance with all of the requirements of the WVSTD pertaining to the filing of tax returns and payment of taxes. The foregoing certifications shall be collectively referred to as the “Tax Certificates.” If the Seller is unable to deliver the Tax Certificates, the Purchaser may waive this delivery requirement subject to the Seller authorizing the Withheld Tax Amount described in Section 7.11 and executing the Tax Escrow Agreement attached hereto as Exhibit I; (k) all owners’ manuals, all headsets, all DVD remotes (if applicable), all navigation system SD cards and DVDs, all floor mats, and at least 2 keys and wireless key fobs for each New Vehicle, Demo, and Service Loaner, and 1 key to each of the Used Vehicles acquired by the Clerk Purchaser; (l) schedules, inventories, and other data from the Seller’s DMS reasonably requested by the Purchaser as part of building closing inventory/accounting schedules; (m) a certificate dated the Closing Date and executed by an authorized representative of the Seller, certifying (i) that the representations and warranties of corporate the Seller in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, (ii) the covenants and agreements to be performed or complied with by the Seller prior to the Closing have been performed and complied with in all respects, (iii) the resolutions of the Seller authorizing the execution and delivery of this Agreement and the Related Agreements agreements contemplated hereby and instruments attached as exhibits hereto and thereto, and approving the consummation of the transactions contemplated hereby Transaction, and thereby(iv) the incumbency and signatures of any representatives of the Seller executing this Agreement; (jn) a certificate such document(s) as may be required by the Manufacturers to (i) memorialize or confirm the surrender or termination by the Seller of its dealer sales and service agreements and franchise rights with respect to the Manufacturers’ brands, (ii) confirm successful Closing of the Clerk of Transaction, or (iii) memorialize the Seller which shall identify by name and title and bear the signature of the officers of the Seller authorized to execute and deliver this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto; (k) an opinion or opinions from one or more counsel to the Seller (who shall be reasonably satisfactory to Buyer and any of whom may be an employee agreed disposition of the Seller)’s parts accounts (e.g., dated the Closing Date and reasonably satisfactory in form to the Buyer and its counsel, covering substantially the matters set forth in Schedule 2.10(k“Parts Account Settlement Acknowledgement”); (lo) certificates of good standing with respect to the Seller from the West Virginia Secretary of State, dated as of a recent date prior to the Closing Date; (p) the cancellation of, or transfer to the Purchaser, of all fictitious names associated with the Business; (q) written terminations of the Existing Leases; (r) the Capital Contribution, which shall be satisfied by a credit on the Closing Statement in favor of the Purchaser at Closing, as further described in Section 4.7; and (s) such other documents or instruments of sale, transfer, conveyance, assignment as may be required under this Agreement or assumption as may be reasonably requested by the Buyer and its counsel may reasonably request Purchaser in connection with the sale consummation of the Acquired Assets, provided however, that this subsection (l) shall not require the Seller to prepare or obtain any surveys relating to the Real Property; 018 (m) a Certificate from an authorized Officer of Seller, dated the Closing Date that each of the concerns referenced in Section 5.15 below have been fully and successfully addressed and no longer constitute Environmental Liabilities;Transaction.

Deliveries by the Seller at the Closing. At the Closing, the --------------------------------------- Seller shall deliver the following or cause to be delivered to the Buyer, duly executed and properly acknowledged, if appropriateBuyer the following: (ai) the deed for the Real Property and Improvementsa xxxx of sale, substantially in the form attached of Exhibit A hereto as Exhibit A(the “Xxxx of Sale”), reserving the necessary Easements to be retained duly executed by the Seller; (bii) the Xxxx of Salean assumption agreement, substantially in the form attached of Exhibit B hereto as Exhibit B, for (the tangible personal property included in the Acquired Assets; (c) the Assignment and “Assumption Agreement”), substantially in the form attached hereto as Exhibit C, in recordable form if necessary; (d) the Asset Demarcation Agreement, substantially in the form attached hereto as Exhibit D; (e) a FIRPTA Affidavit duly executed by the Seller; (fiii) the Property Tax Agreementintellectual property assignments, substantially in the form attached of Exhibit C hereto as Exhibit E(the “Intellectual Property Assignments”), duly executed by the Seller; (giv) the Escrow Agreement, duly executed by the Seller; (v) a transition services agreement, substantially in the form of Exhibit D hereto (the “Transition Services Agreement”), duly executed by the Seller; (vi) a services agreement, substantially in the form of Exhibit E hereto (the “Services Agreement”), duly executed by the Seller; (vii) such other good and sufficient instruments of transfer as the Buyer reasonably deems necessary and appropriate to vest in the Buyer all right, title and interest in, to and under the Purchased Assets; (viii) certificates of good standing for the Seller in all jurisdictions where it is incorporated or registered to carry on the Business; (ix) a certificate of the Secretary of the Seller dated the Effective Date and certifying that attached thereto are true and complete copies of all consents, waivers or approvals obtained resolutions adopted by the Seller with respect to the Acquired Assets, the transfer Board of Directors of the Transferable Permits or the consummation of Seller in connection with the transactions contemplated by this Agreement and the Related AgreementAncillary Agreements, to and that all such resolutions are in full force and effect and are all the extent specifically required under this Agreement or resolutions adopted in connection with the Related Agreements (without limiting the generality of the foregoing, Seller is specifically required to provide Buyer with copies of 017 written consents to assign to Buyer each of the Material Contracts executed transactions contemplated by the third parties to such Material Contracts or include within the opinion referenced in clause (k) below an assurance that Seller's rights under such Material Contracts may be assigned without such third party consent); provided that if a Material Contract cannot be effectively assigned to Buyer at Closing, then Seller shall notify Buyer of such nonassignability, and, subject to Buyer's prior written consent (which shall not be unreasonably withheld), Seller shall, at its sole discretion, enter into substitute contracts (the "Substitute Material Contracts") prior to the Closing that will provide Buyer with substantially similar benefits and obligations to those that would have been provided if the nonassignable Material Contracts had been transferred to Buyer at Closing and shall provide evidence at the Closing that such Substitute Material Contracts are effectively assigned to Buyer at the Closing. To the extent that, as a result of any payment or other consideration provided by Seller, either Seller or Buyer is able to obtain pricing or terms for a Substitute Material Contract more favorable than those under the existing Material Contracts which cannot be assigned to Buyer, Buyer shall pay to Seller as and when such favorable benefits are realized by Buyer an amount equal to the value differential between the price or terms of such Substitute Material Contract and the Material Contract that the Seller could not assign, up to a maximum amount equal to 100% of the costs incurred by Seller in obtaining consents to the assignment of all Material Contracts; (h) a certificate from an authorized officer of the Seller, dated the Closing Date, to the effect that, to such officer's Knowledge, the conditions set forth in Section 6.1 have been satisfied; (i) a copy, certified by the Clerk of the Seller, of corporate resolutions authorizing the execution and delivery of this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and therebyAncillary Agreements; (jx) a certificate of evidence in form and substance satisfactory to the Clerk of Buyer that all Liens (other than Permitted Liens) with respect to the Seller which shall identify by name and title and bear the signature of the officers of the Seller authorized to execute and deliver this Agreement and the Related Agreements and instruments attached as exhibits hereto and theretoPurchased Assets have been released; (kxi) an opinion or opinions from one or more counsel to the Seller (who shall be evidence in form and substance reasonably satisfactory to the Buyer that all Yahoo Payables (other than the Third Quarter Yahoo Payable) have been paid and any satisfied; and (xii) a completed certification of whom may be an employee non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury regulations duly executed by the Seller), dated the Closing Date and reasonably satisfactory in form to the Buyer and its counsel, covering substantially the matters set forth in Schedule 2.10(k); (l) all such other instruments of sale, transfer, conveyance, assignment or assumption as the Buyer and its counsel may reasonably request in connection with the sale of the Acquired Assets, provided however, that this subsection (l) shall not require the Seller to prepare or obtain any surveys relating to the Real Property; 018 (m) a Certificate from an authorized Officer of Seller, dated the Closing Date that each of the concerns referenced in Section 5.15 below have been fully and successfully addressed and no longer constitute Environmental Liabilities;.