Common use of Deliveries by the Selling Parties Clause in Contracts

Deliveries by the Selling Parties. At the Closing, the Selling Parties shall deliver (or cause to be delivered) to the Purchaser the following: (a) the Assignment and Assumption Agreement duly executed by the Selling Parties; (b) the Xxxx of Sale duly executed by the Selling Parties; (c) the Escrow Agreement duly executed by the Selling Parties; (d) the Employment Agreements duly executed by the applicable employees; (e) [intentionally omitted]; (f) assignments of all Intellectual Property and separate assignments of all registered trade names, trademarks, service names and service marks (and applications for registration of the same) in form and substance reasonably satisfactory to Purchaser and its counsel for registration, recordation or filing with such Governmental Authority, in each case duly executed by the appropriate Selling Parties; (g) a certificate of the secretary or an assistant secretary of each of the Selling Parties certifying resolutions (if applicable) of the board of directors or similar body thereof, approving and authorizing the execution, delivery and performance by such Selling Party of this Agreement and its Related Agreements and the consummation by such Selling Party of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of such Selling Party); (h) the election form referred to in Section 7.8; (i) the election form referred to in Section 6.10(b); (j) a certificate of status, compliance, good standing or similar certificate with respect to each Selling Party and corporate Principal Stockholder issued by appropriate government officials of their respective jurisdictions of incorporation, and, in respect of the Selling Parties, of each jurisdiction in which it carries on its business; and (k) such other documents as the Purchaser or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement.

Deliveries by the Selling Parties. At In accordance with Section 1.05(b) above, no later than one (1) business day immediately preceding the ClosingClosing Date, the Selling Parties shall will deliver (or cause to be delivered) delivered the following to the Purchaser Escrow Agent for the followingbenefit of Wendy's: (a) a Lease Agreement for each of the Assignment Owned Properties duly executed and Assumption acknowledged by the applicable Selling Party or its affiliate and a short form recordable memorandum of each Lease Agreement duly executed and acknowledged by the Selling Partiesparties thereto in a form satisfactory to Wendy's; (b) a Lease Assignment for each of the Real Property Leases duly executed and acknowledged by the applicable Selling Party or its affiliate and a short form recordable memorandum of each Lease Assignment duly executed and acknowledged by the parties thereto in a form satisfactory to Wendy's; (c) affidavit(s) of title stating that (i) there are no persons in possession of any Owned Property, Leased Property or Surplus Property other than the Selling Parties and (ii) no Selling Party nor any affiliate of a Selling Party has caused any work to be performed on any Owned Property, Leased Property or Surplus Property within two hundred (200) days of the date of such affidavit(s), or if a Selling Party or affiliate thereof has caused any such work to be performed within two hundred (200) days of such date(s) that all such work has been completed and fully paid for, and such other indemnities, Lien waivers and other documentation as Wendy's title insurance company may request in order to permit Wendy's title insurance policy to be issued without exceptions as to matters arising in the “gap,” mechanic's or materialman's liens, third parties in possession, and rights or claims of real estate brokers; (d) a Xxxx of Sale duly executed by the Selling Parties; (ce) such bills of sale, deeds, assignments, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in form reasonably satisfactory to Wendy's, as shall be necessary and effective to transfer and assign to Wendy's all of the Escrow Agreement right, title and interests of the Selling Parties in and to the Assets, in each case, free and clear of all Liens (other than Permitted Liens); (f) a General Release in the form attached as Exhibit G duly executed by the Selling Parties; (dg) the Employment Agreements affidavits, certificates and other information duly executed by the applicable employees; (e) [intentionally omitted]; (f) assignments Selling Parties sufficient to satisfy the withholding and other requirements of all Intellectual Property Sections 1445 and separate assignments of all registered trade names, trademarks, service names and service marks (and applications for registration 6045 of the same) Internal Revenue Code, and any other similar federal, state or local taxation requirements, to the extent applicable, in form and substance reasonably satisfactory to Purchaser and its counsel for registration, recordation or filing with such Governmental Authority, in each case duly executed by the appropriate Selling Parties; (g) a certificate of the secretary or an assistant secretary of each of the Selling Parties certifying resolutions (if applicable) of the board of directors or similar body thereof, approving and authorizing the execution, delivery and performance by such Selling Party of this Agreement and its Related Agreements and the consummation by such Selling Party of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of such Selling Party)Wendy's; (h) copies of all executed landlord consents required under the election form referred Real Property Leases to in Section 7.8assign to Wendy's the Real Property Leases; (i) estoppel certificates in form and substance reasonably acceptable to Wendy's duly executed by the election form referred to in Section 6.10(b)applicable lessor(s) under each Real Property Lease; (j) a certificate of status, compliance, good standing or similar certificate with respect to each the Office Lease Agreement duly executed and acknowledged by the applicable Selling Party and corporate Principal Stockholder issued or its affiliate; (k) the Billboard Letter Agreement (as defined in Section 1.10 below) duly executed by appropriate government officials Pisces; (l) payment in full of their respective jurisdictions of incorporation, and, in respect all amounts accrued or owed by any of the Selling PartiesParties to Wendy's and its affiliates (including without limitation, all local advertising cooperatives), under the Franchise Agreements (as defined herein), any leases or subleases, promissory notes, or otherwise associated with the Transferred Restaurants and the Closing Restaurants for any period prior to the Effective Time; (m) a payoff letter and lien release in form and substance reasonably satisfactory to Wendy's from GE Capital or its affiliate or any other party holding a lien against the Assets or Owned Properties; (n) evidence reasonably satisfactory to Wendy's that the Selling Parties have paid in full any loans or other obligations of each jurisdiction in the Selling Parties for which it carries on Wendy's or any of its businessaffiliates or subsidiaries have guaranteed or otherwise may have liability for, such that Wendy's has no further liability under such loan or other obligations; and (ko) such other documents requested by Wendy's as may be reasonably necessary to effect the Purchaser or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreementtransactions contemplated hereby.

Deliveries by the Selling Parties. At the Closing, the Selling Parties shall deliver (or cause to be delivered) delivered to the Purchaser the followingBuyers: (a) good and sufficient instruments of conveyance and transfer, as are effective to vest (i) GP Buyer with full, complete and marketable right, title and interest in and to the Assignment GP Interests and Assumption Agreement duly executed by (ii) Maverick with full, complete and marketable right, title and interest in and to the Selling PartiesLP Interests, free and clear of all Liens and Other Encumbrances, in form and substance satisfactory to Buyers; (b) the Xxxx Assignments of Sale duly executed by the Selling PartiesCompany Intellectual Property in form and substance satisfactory to Buyers; (c) the Escrow Agreement duly a certificate executed and delivered by the Secretary of each Selling PartiesParty, attesting and certifying as to: (i) the organizational documents of such Selling Party and each Park Company (as also certified as of a recent date by the applicable Government Authority in each such Person’s jurisdiction of formation); (ii) copies of resolutions of the board of directors, board of managers or general partner, as applicable, and stockholders, members or partners, as applicable, of each Selling Party adopting and authorizing the transactions contemplated by this Agreement and the Transaction Documents to which such Selling Party is a party; and (iii) incumbency and specimen signature certificates with respect to the officers, if any, of each Selling Party; (d) certificates of good standing of each Selling Party and Park Company issued not earlier than ten (10) days prior to the Employment Agreements duly executed Closing Date by the applicable employeesGovernment Authority in each such Person’s jurisdiction of formation and each other jurisdiction where any such Person is qualified to do business; (e) [intentionally omitted]documentation setting forth the amount of and the procedures for making the Indebtedness Payments, if any, as well as the agreement of each creditor that, upon receipt of a specified amount, its Indebtedness shall be paid in full and the agreement of each applicable creditor to release all of its Liens upon the Assets upon such creditor’s receipt of its portion of the Indebtedness Payments; (f) assignments UCC, tax lien, bankruptcy and judgment searches with respect to each Park Company from the appropriate jurisdictions dated not more than ten (10) days prior to the Closing Date and evidence satisfactory to Buyers that all Liens on the Assets have been released; (g) all Required Consents; (h) the legal opinion of Wxxxxxxx PC dated as of the Closing Date and addressed to Buyers and Buyers’ financing sources; (i) the Estimated Post-Closing Adjustment Schedule; (j) a non-foreign affidavit dated as of the Closing Date from each of the Selling Parties, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that such Selling Party is not a “foreign person” as defined in Section 1445 of the Code; (k) releases, from the Owner and each Park Company, of all Intellectual Property pre-Closing obligations of each Park Company to any Seller Party and separate assignments other documentation reasonably satisfactory to Owner and each Park Company that all inter-company accounts to and from the Company have been extinguished prior to the open of all registered trade namesbusiness on the Closing Date; (l) a joint written direction, trademarksexecuted by each of Park InfusionCare of Dallas, service names L.P., Park InfusionCare of Houston, L.P. and service marks Park InfusionCare of San Antonio, L.P. (the “Direction”), directing Wxxxxxxx PC to distribute the Deposit (as such term is defined in the Letter of Intent) to Beecken Pxxxx O’Xxxxx & Company, LLC, by wire transfer of immediately available funds to an account specified by the Beecken Pxxxx O’Xxxxx and applications for registration Company, LLC in writing; and (m) such other documents and instruments as Buyers may reasonably require in order to effectuate the transactions that are the subject of the same) this Agreement. All documents and instruments delivered to Buyers shall be in form and substance reasonably satisfactory to Purchaser and its counsel for registration, recordation or filing with such Governmental Authority, in each case duly executed by the appropriate Selling Parties; (g) a certificate of the secretary or an assistant secretary of each of the Selling Parties certifying resolutions (if applicable) of the board of directors or similar body thereof, approving and authorizing the execution, delivery and performance by such Selling Party of this Agreement and its Related Agreements and the consummation by such Selling Party of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of such Selling Party); (h) the election form referred to in Section 7.8; (i) the election form referred to in Section 6.10(b); (j) a certificate of status, compliance, good standing or similar certificate with respect to each Selling Party and corporate Principal Stockholder issued by appropriate government officials of their respective jurisdictions of incorporation, and, in respect of the Selling Parties, of each jurisdiction in which it carries on its business; and (k) such other documents as the Purchaser or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this AgreementBuyers.

Deliveries by the Selling Parties. At the ClosingSubject to written waiver by Vistana, the Selling Parties shall deliver (execute, as appropriate, or cause a Subject Entity or Subject Subsidiary to be delivered) to execute, and deliver at the Purchaser Closing all of the followingfollowing documents and instruments: (a) stock certificates or limited liability company certificates, if any, of each of POC, SCI, SOC, SOA, SD, FV, DMA and SWC, in each case duly endorsed and in proper form to transfer or exchange the Assignment and Assumption Agreement duly executed equity securities represented by the Selling Partiessuch certificate to Vistana or VS1, as appropriate; (b) the Xxxx of Sale duly executed by the Selling Parties; (c) the Escrow Agreement duly executed by the Selling Parties; (d) the Employment Agreements duly executed by the applicable employees; (e) [intentionally omitted]; (f) assignments of all Intellectual Property and separate assignments of all registered trade names, trademarks, service names and service marks (and applications for registration of the same) in form and substance reasonably satisfactory to Purchaser and its counsel for registration, recordation or filing with such Governmental Authority, in each case duly executed by the appropriate Selling Parties; (g) a certificate of dated the secretary or an assistant secretary Closing Date, of each of the Selling Parties certifying resolutions (if applicable) that, as of the board Closing Date, the representations and warranties of directors the Selling Parties are accurate, true and correct with the same force and effect as though made on the Closing Date; (c) payment of any sales, use, transfer or similar body thereofother tax or recording cost, approving and authorizing if any, imposed upon the executionany of the Selling Parties or any of the Subject Entities or any Subject Subsidiaries, delivery and performance by such Selling Party of this Agreement and its Related Agreements and the consummation by such Selling Party of with respect to the transactions contemplated hereby and thereby in immediate same-day funds; (together d) certificates dated the Closing Date signed by an appropriate executive officer of each Subject Entity certifying, among other things, such Subject Entity's By-Laws or Operating Agreement, as appropriate; (e) a copy of each Subject Entity's articles of incorporation, articles of organization or other governing instrument which has been filed with an incumbency and signature certificate regarding the officer(s) signing on behalf Secretary of State of the State of such Selling Party)entity's organization, certified as of a recent date by the Secretary of State of the State of such entity's organization; (f) the Escrow Agreement substantially in the form of attached Exhibit A; (g) the Registration Rights Agreement in the form of attached Exhibit B; (h) the election Employment Agreements relating to the employment of Dubin, Doll, Xxxxx, Xxxxx and Xxxxxxxx by the Vistana Entity specified therein in the form referred to in Section 7.8of attached Exhibits C1-C5; (i) a certificate of good standing or existence with respect to each Subject Entity and each Subject Subsidiary, issued not earlier than 10 days prior to the election form referred to in Section 6.10(b)Closing Date by the Secretary of State of the State of such entity's organization; (j) the written opinion of Xxxxx, Xxxxxx and Xxxxxx LLP, counsel to the Selling Parties, in the form of Exhibit E; (k) the written opinion of Squire, Xxxxxxx & Xxxxxxx, co-regulatory counsel to the Selling Parties, substantially in the form of Exhibit F; (l) the written opinion of Bearman Xxxxxxxxx & Xxxxxxx, co-regulatory counsel to the Selling Parties, substantially in the form of Exhibit G; (m) state sales tax clearance certificates or notices in the States of Colorado, Nevada and Arizona or, if such tax clearance certificates or notices are not available at the Closing, certificates from such State taxing authorities certifying the payment by or on behalf of the relevant Subject Entity or Subject Subsidiary of all sales taxes due on or prior to a certificate of statusdate no more than 45 days prior to the Closing Date; (n) the Title Policies, compliancethe Title Commitment and the Survey, good standing or similar certificate all in accordance with Section 4.12; (o) all disclosures required by Section 4.9; (p) with respect to each Selling Party and corporate Principal Stockholder issued timeshare complex operated by appropriate government officials a Subject Entity or Subject Subsidiary, the following: (i) Evidence reasonably satisfactory to Vistana that such timeshare complex is owned by the applicable Subject Entity or Subject Subsidiary, subject to the prior sale of their respective jurisdictions any timeshare interests at such timeshare complex; (ii) Policies or certificates of incorporationinsurance relating to such timeshare complex evidencing coverage in amounts customarily obtained by owners of similar resorts; (iii) A Phase I environmental report in a form reasonably satisfactory to Vistana, and, in respect of the Selling Parties, of each jurisdiction in which it carries on its businessrespecting such timeshare complex; and (kiv) If such resort is subject to an existing deed of trust or mortgage securing indebtedness of which any Subject Entity or any Subject Subsidiary is the borrower (an "Existing Mortgage"), a letter dated not earlier than 10 days prior to the Closing Date from the holder of such Existing Mortgage indicating that the mortgagor or grantor under such Existing Mortgage is not then in default; (q) the consents, waivers, approvals or authorizations set forth on Schedule 2.2B; (r) with respect to each governmental authority having jurisdiction over the timeshare, sales or marketing activities of a Subject Entity or a Subject Subsidiary, a letter dated not more than 30 days prior to the Closing Date from the governmental authority indicating that (i) all filings required to be made by such Subject Entity or Subject Subsidiary have been made and accepted by such governmental authority, (ii) no enforcement or other proceeding are pending between such governmental authority and such Subject Entity or Subject Subsidiary, and (iii) no injunction, assurance of discontinuance, cease and desist order, fine, penalty or similar order has been issued or assessed by such governmental authority against such Subject Entity or Subject Subsidiary; (s) with respect to each real property lease in which a Subject Entity or a Subject Subsidiary is a lessee, a letter dated not earlier than 10 days prior to the Closing Date from the lessor under such lease indicating that the lessee under such lease is not then in default and certifying a true and correct copy of such lease and all amendments and modifications thereto; (t) an affidavit dated the Closing Date stating each Selling Party's United States taxpayer identification number and stating that each such Selling Party is a "United States Person," as defined by Section 7701(a)(30) of the Code; (u) audited financial statements for each Subject Entity and each Subject Subsidiary (other than POC and SD) as at and for the two years ended March 31, 1996 and March 31, 1997, consisting in each case, of a balance sheet, a statement of operations, and a statement of cash flows which have been prepared by the Subject Entities and Subject Subsidiaries (other than POC and SD) as at and in accordance with generally accepted accounting principles consistently applied, together with an unqualified audit opinion of Ernst & Young LLP, independent public accountants, thereon; (v) an estoppel letter from the Christie Lodge Owner's Association, Inc. ("CLOA") confirming (i) that the agreement dated October 31, 1996 by and between POC and CLOA is in full force and effect and unmodified, (ii) that no defaults exist under such agreement, and (iii) the number of timeshare estates available for purchase by POC under such agreement; (w) such verified tax lien, Uniform Commercial Code and judgment searches relating to each Selling Party, each Subject Entity and each Subject Subsidiary as may be reasonably requested by Vistana at least 10 days in advance of the Closing Date; and (x) without limitation by specific enumeration of the foregoing, all other documents as and instruments reasonably required or requested by Vistana to consummate the Purchaser or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreementtransactions contemplated hereby.

Deliveries by the Selling Parties. At or before the Closing, the Selling Parties shall deliver (or cause to be delivered) to the Purchaser Purchasing Parties the following, each dated the Closing Date and duly executed by the applicable Selling Parties: (a) An assignment and assumption agreement substantially in the form of Exhibit B (the “Assignment and Assumption Agreement duly executed by Agreement”), together with general warranty deeds for the Selling PartiesOwned Real Property substantially in the form of Exhibit C (the “General Warranty Deeds”), and a bxxx of sale substantially in the form of Exhibit D (the “Bxxx of Sale”); (b) Possession of the Xxxx of Sale duly executed by the Selling PartiesPurchased Assets; (c) Certificates of title for all vehicles included in the Escrow Agreement Purchased Assets, duly executed by endorsed for transfer to the Selling PartiesPurchaser and any related documents necessary to effect the transfer of the vehicles; (d) the Employment Agreements duly executed Other instruments of transfer reasonably requested by the applicable employees; (e) [intentionally omitted]; (f) Purchasing Parties to evidence the transfer of the Purchased Assets to the Purchaser and consummation of the transactions described in this Agreement, including assignments of all with respect to any Registered Intellectual Property and separate assignments of all registered trade namesto be registered, trademarksrecorded or filed with any Governmental Authority, service names and service marks (and applications for registration of the same) in a form and substance reasonably satisfactory to Purchaser and its counsel suitable for registration, recordation or filing with such the Governmental Authority, in each case duly executed by the appropriate Selling PartiesParty; (ge) a A certificate, dated the Closing Date, of an appropriate officer of each of the Selling Parties certifying as to the compliance by it with Sections 8.1 and 8.2; (f) A certificate of the secretary or an assistant secretary Secretary of each of the Selling Parties certifying resolutions (if applicable) of the its board of directors or similar body thereof, and its stockholders approving and authorizing the execution, delivery and performance by such Selling Party it of this Agreement and its Related the Ancillary Agreements to which it is a party and the consummation by such Selling Party it of the transactions contemplated hereby described in this Agreement and thereby the Ancillary Agreements (together with an incumbency and signature certificate regarding the officer(s) officers signing on behalf of such each Selling Party); (g) The Consents set forth on Section 3.4 of the Disclosure Document (or, if applicable, the documentation related to unassignable Permits and Contracts described in Section 1.2) and all consents and waivers of any Governmental Authority or other Third Party that are otherwise required in connection with the execution and delivery of this Agreement or any Ancillary Agreement, the performance by each Selling Party of its obligations under this Agreement or the Ancillary Agreements, and the consummation of the transactions described in this Agreement and the Ancillary Agreements, each of which shall be in form and substance reasonably satisfactory to the Purchasing Parties; (h) A certificate, in the election form referred to in prescribed by Treasury Regulations under Section 7.81445 of the Code, that the Selling Parties are not “foreign persons” within the meaning of Section 1445 of the Code; (i) the election form referred to The surveys and title insurance policies described in Section 6.10(b)6.3 in an aggregate amount equal to the portion of the Purchase Price allocated to the Owned Real Property and containing no exceptions to title except Permitted Encumbrances and those to which the Purchasing Parties did not object in accordance with Section 6.3; (j) a certificate An opinion of status, compliance, good standing or similar certificate with respect to each Selling Party and corporate Principal Stockholder issued by appropriate government officials of their respective jurisdictions of incorporation, and, in respect of legal counsel for the Selling Parties, of each jurisdiction in which it carries Parties including the matters set forth on its businessExhibit E; (k) The Escrow Agreement; and (kl) such Such other documents and instruments as may be reasonably required to consummate the Purchaser or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth transactions described in this AgreementAgreement and the Ancillary Agreements.

Deliveries by the Selling Parties. At the Closing, the Selling Parties shall deliver (will deliver, or cause to be delivered) , to the Purchaser Buyer Parties in form and substance reasonably acceptable to the Buyer Parties, the following, duly executed by the Selling Parties and the Acquired Companies to the extent applicable: (a) stock certificates representing all of the Assignment and Assumption Agreement duly Shares, with blank transfer forms endorsed or stock powers executed by the Selling Partiesin proper form for transfer; (b) the Xxxx Certificates of Sale duly executed Incorporation of Big 3 Mold and Big 3 Products, each certified as of not more than ten (10) Business Days prior to the Closing Date by the Selling PartiesSecretary of State of the State of Delaware; (c) the Escrow Agreement duly executed Certificates of Formation of Seller, Design Innovations and Sur-Form, each certified as of not more than ten (10) Business Days prior to the Closing Date by the Selling PartiesSecretary of State of the State of Delaware; (d) the Employment Agreements duly executed Articles of Association and Memorandum of Association of Associated, certified as of not more than ten (10) Business Days prior to the Closing Date by the applicable employeesregistrar of Companies for the United Kingdom ("Companies House"); and; (e) [intentionally omitted]Certificates of the Secretary of State of the State of Delaware as to the good standing of each of Seller, Big 3 Mold, Big 3 Products, Design Innovations, and Sur-Form in such jurisdiction, and a certificate as to the good standing of Associated in England and Wales as provided by Companies House, and from the equivalent officer of each other jurisdiction in which any Acquired Company is qualified to do business as to the good standing or legal existence, as applicable, of such Acquired Company in such jurisdiction, each as of not more than ten (10) Business Days prior to the Closing Date; (f) assignments a certificate of the Secretary of each of Seller and each of the Acquired Companies certifying as to the (i) authenticity and completeness of all Intellectual Property necessary authorizing resolutions adopted by such Party with respect to the Contemplated Transaction, (ii) authenticity and separate assignments completeness of the bylaws or operating agreements, as applicable, of such Party, and (iii) incumbency of all registered trade names, trademarks, service names and service marks (and applications signatories to the Transaction Documents for registration of the same) in form and substance reasonably satisfactory to Purchaser and its counsel for registration, recordation or filing with such Governmental Authority, in each case duly executed by the appropriate Selling PartiesParty; (g) a certificate of the secretary or an assistant secretary of each of the Selling Parties certifying resolutions (if applicableexecuted by Seller duly completed pursuant to Section 1.445-2(b)(2) of the board Treasury Regulations, certifying that the Seller is not a "foreign person" within the meaning of directors or similar body thereof, approving and authorizing the execution, delivery and performance by such Selling Party of this Agreement and its Related Agreements and the consummation by such Selling Party Section 1445 of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of such Selling Party)Code; (h) the election form referred to in Section 7.8Escrow Agreement, executed by the Escrow Agent; (i) the election form referred to in Section 6.10(b)Restricted Activity Agreement; (j) the Employment Agreements; (k) the Xxxxx Stock Agreement; (l) a certificate Certificate of status, compliance, good standing or similar certificate Amendment to its Certificate of Formation for filing with respect to each Selling Party and corporate Principal Stockholder issued by appropriate government officials the Secretary of their respective jurisdictions of incorporation, and, in respect State of the Selling PartiesState of Delaware by which Seller changes its company name to a name that does not include the phrase "Big 3" or any variation or derivative thereof; (m) the Required Consents; (n) resignations of each of the Officers; (o) terminations of each of the following: the Management Services Agreement (as it relates to the Big 3 Mold and Big 3 Products) and the Xxxxx Prior Employment Agreement; (p) assignments in whole or in part, as applicable, of each jurisdiction of the Restrictive Covenants Agreements to allow Buyer the benefit of those certain restrictive covenants made in favor of Seller by certain individuals who will be employees of an Acquired Company following consummation of the Contemplated Transactions; (q) affidavits required by the Buyer's applicable title insurance company for the Company Owned Real Property in the form attached hereto as Exhibit B; (r) an electronic copy of the contents of the Data Room as of the close of business on the Business Day immediately prior to the Closing Date; (s) in form and substance acceptable to Buyer Parties, payoff letters specifying the aggregate amount required to be paid to fully satisfy (i) all outstanding Indebtedness identified on Section 3.08(f) of the Company Disclosure Schedule (the "Indebtedness Payoffs"), and any necessary UCC termination statements, terminations and releases of stock pledges and the return of stock certificates evidencing such pledged stock, or other releases as may be required to evidence the satisfaction of all Closing Date Indebtedness upon payment by Buyer of the Closing Date Indebtedness in accordance with Section 2.03, and (ii) all previously unpaid Selling Expenses (the "Selling Expense Payoffs"); (t) evidence that Big 3 Products has qualified to conduct business as a foreign corporation in the States of New Jersey and Michigan, and that Big 3 Mold has qualified to conduct business as a foreign corporation in the State of Missouri, and in each case paid all costs and expenses associated therewith (including, without limitation, fees, fines and penalties, if any, due as a result of the qualification to do business and the failure to have so previously qualified for any prior time period for which it carries qualification was required); (u) a tax clearance letter issued by the Illinois Department of Revenue for each of Big 3 Products and Big 3 Mold evidencing no outstanding Liability for Taxes to the State of Illinois for all Tax periods for which payment is or becomes due and owing prior to the Closing Date; (v) evidence that Seller shall have taken such actions, as Buyer deems reasonably necessary, to release the Member Employees from the provisions of any restrictive covenants set forth in any of Seller's Organizational Documents that would, or could reasonably be deemed to, prevent any such Member Employee from accepting and performing employment by the Acquired Companies or the Buyer Parties following consummation of the Contemplated Transactions; (w) a copy of the fully-executed General Information Notice as to the Contemplated Transaction (the "Transaction GIN") with the New Jersey Department of Environmental Protection (the "NJDEP") the hard copy original of which shall be filed, or the information from which shall be filed by electronic submission, by Seller Representative, on its businessbehalf of Seller, with the NJDEP contemporaneously with the Closing, which filing shall identify Seller as "the person responsible for conducting the remediation," and such additional certificates, documents and supporting materials as may be necessary to comply with ISRA; (x) a copy of the fully-executed ISRA Remediation Certification and Remediation Cost Review Form, the original of which shall be filed by the Seller Representative, on behalf of Seller, with the NJDEP contemporaneously with the Closing, and which shall identify Seller as "the party agreeing to conduct the remediation"; (y) the Post Closing Agreement contemplated by Section 8.01(e)(ii); and (kz) such other documents as the Purchaser or its counsel may reasonably request to demonstrate satisfaction a copy of the conditions and compliance with the covenants set forth in this Agreementfully-executed Trust Agreement contemplated by Section 8.01(e)(i).