Common use of Deliveries of Seller at Closing Clause in Contracts

Deliveries of Seller at Closing. At Closing, Seller shall deliver or cause to be delivered to Buyer: (a) one or more applicable bills of sale with respect to the Purchased Assets, in form and substance reasonably acceptable to Buyer and Seller, duly executed by Seller; (b) an assignment and assumption agreement with respect to the Assumed Liabilities, in form and substance reasonably acceptable to Buyer and Seller, duly executed by Seller; (c) one or more assignments of the Intellectual Property described in Part 3.13, in form and substance reasonably acceptable to Xxxxx, duly executed by Xxxxxx, together with such other assignment and conveyance documents that Buyer reasonably requests to effectuate the transactions contemplated hereby, together with all files and documents (including with respect to searches, opinions and other analyses) relating thereto; (d) the Transition Services Agreement, duly executed by Seller; (e) all Required Consents; (f) the written release of all Liens (other than Permitted Liens) relating to the Purchased Assets, in form and substance acceptable to Buyer, executed by the holder of or parties to each such Lien; (g) a certificate of good standing of Seller, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of Delaware; (h) a copy, certified by the Secretary of Seller to be true, complete and correct as of the Closing Date, of the Certificate of Incorporation, bylaws and resolutions of the shareholders of Seller, authorizing and approving the transactions contemplated hereby; (i) the certificate required of Seller pursuant to Section 7.1; and (j) such other customary documents, instruments or certificates as shall be reasonably requested by Xxxxx and as shall be consistent with the terms of this Agreement.

Deliveries of Seller at Closing. At ClosingClosing and unless otherwise waived in writing by Buyer, Seller shall deliver or cause to be delivered to BuyerBuyer the following: (a) one or more applicable bills a Xxxx of sale with respect to Sale (the Purchased Assets“Xxxx of Sale”), in form and substance reasonably acceptable fully executed by Seller, transferring to Buyer good title to all tangible and intangible assets comprising the Assets (other than the Real Property), the form of which is attached hereto as Exhibit 4.2(a); (b) an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”), fully executed by Seller, duly assigning to Buyer all right, title and interest of Seller in, to and under the Assumed Contracts, the form of which is attached hereto as Exhibit 4.2(b); (c) the Escrow Agreement, fully executed by Seller; (bd) an assignment Assignment of Lease and assumption agreement with respect to the Assumed LiabilitiesOption, in the form and substance reasonably acceptable to Seller and Buyer (the “Assignment of Lease and SellerOption”), duly fully executed by Seller; (ce) one or more assignments a copy of resolutions duly adopted by the Intellectual Property described in Part 3.13, in form authorized governing body of Seller authorizing and substance reasonably acceptable to Xxxxx, duly executed by Xxxxxx, together with such other assignment and conveyance documents that Buyer reasonably requests to effectuate approving the transactions contemplated hereby, together with all files Seller’s performance of the transactions contemplated hereby and documents (including with respect the execution, delivery and performance of this Agreement and the Transaction Documents described herein to searcheswhich Seller is a party, opinions certified as true and other analyses) relating thereto; (d) the Transition Services Agreement, duly executed of full force as of Closing by an appropriate officer of Seller; (e) all Required Consents; (f) the written release signature and incumbency of all Liens (the officers of Seller authorized to execute and deliver this Agreement, the Transaction Documents and the other than Permitted Liens) relating agreements and documents that Seller is required to deliver on or before the Purchased AssetsClosing Date pursuant to this Agreement, in form certified as true and substance acceptable to Buyer, executed accurate as of Closing by the holder an appropriate officer of or parties to each such LienSeller; (g) a certificate of existence and good standing (or its functional equivalent) of Seller, dated no more than five Business Days prior to the Closing Date, Seller from the Secretary of State of DelawareDelaware and any foreign qualifications of Seller, dated the most recent practical date prior to Closing; (h) a copycertificate from the Illinois Comptroller of Public Accounts that Seller has no outstanding liability for any sales tax or other state taxes (commonly referred to as a “No Tax Due Certificate”) and a corresponding No Tax Due Certificate from the appropriate tax collector for each applicable county in which Seller owns property; (i) a non-foreign affidavit, certified by the Secretary of Seller to be true, complete and correct dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Certificate of Incorporation, bylaws and resolutions Code stating that Seller is not a “foreign person” as defined in Section 1445 of the shareholders Code; (j) reasonable evidence that Seller has purchased fully-paid tail coverage to remain in place for a period of five years from the Effective Time to insure against general liability and malpractice liability (Such tail coverage will have the effect of converting Seller, authorizing ’s claims-made insurance policies into an occurrence-based insurance policies); (k) reasonable evidence that Seller has funded the escrow account specified in Section 7.13; and (l) such other instruments and approving documents as Buyer reasonably deems necessary to effect the transactions contemplated hereby; (i) the certificate required of Seller pursuant to Section 7.1; and (j) such other customary documents, instruments or certificates as shall be reasonably requested by Xxxxx and as shall be consistent with the terms of this Agreement.

Deliveries of Seller at Closing. At Closing, Seller shall deliver or cause to be delivered to Buyer: (a) one or more applicable bills of sale with respect to the Purchased Assets, in form and substance reasonably acceptable to Buyer and Seller, duly executed by Seller; (b) an assignment and assumption agreement with respect to the Assumed Liabilities, in form and substance reasonably acceptable to Buyer and Seller, duly executed by Seller; (c) one or more assignments of the Intellectual Property described in Part 3.13assignments, in form and substance reasonably acceptable to XxxxxBuyer and Seller, duly executed by XxxxxxSeller, together with such other assignment and conveyance documents that Buyer reasonably requests to effectuate the transactions contemplated hereby, together with all files and documents (including with respect to searches, opinions and other analyses) relating thereto; (d) the Transition Services Employment Agreements, duly executed by the individuals listed on Schedule 1.26; (e) the Transaction Escrow Agreement, duly executed by Seller; (ef) all Required Consentsthe Retention Agreements, duly executed by the individuals listed on Schedule 1.85; (fg) opinion of Bxxxx & Mxxxxx, counsel to Seller, dated the Closing Date, in substantially the form attached hereto as Exhibit C; (h) special warranty deeds for the Owned Real Property, in a form acceptable for filing with and recording in the records of the appropriate office of the county recorder in which the respective parcel of Owned Real Property resides, together with such affidavits, certificates and other instruments as shall be reasonably requested by Buyer; (i) all consents and approvals required to be obtained from Governments; (j) the written release of all Liens (other than Permitted LiensLiens and Permitted Exceptions) relating to the Purchased Assets, in form and substance acceptable to Buyer, executed by the holder of or parties to each such Lien; (gk) a certificate of good standing existence of Seller, dated no more than within five Business Days prior to of the Closing Date, from the Texas Secretary of State of DelawareState; (hl) certificates of no tax from the Texas Comptroller of Public Accounts stating that each member of the LP Group has no outstanding franchise tax liabilities, dated no more than sixty (60) days prior to the Closing Date; (m) a copy, certified by the Secretary of Seller to be true, complete and correct as of the Closing Date, of the Certificate certificate of Incorporationformation, bylaws limited partnership agreement and resolutions of the shareholders partners of Seller, authorizing and approving the transactions contemplated hereby; (i) the certificate required of Seller pursuant to Section 7.1; and (jn) such other customary documents, instruments or certificates as shall be reasonably requested by Xxxxx Buyer and as shall be consistent with the terms of this Agreement.

Deliveries of Seller at Closing. At the Closing, Seller SELLER shall deliver or cause to be delivered PURCHASER (in addition to Buyer:any other deliveries required under this Agreement): (a) one Certificate(s) evidencing the Shares duly endorsed (or more applicable bills of sale with respect to the Purchased Assets, accompanied by appropriate duly executed stock powers) in form and substance reasonably acceptable sufficient to Buyer and Sellerpermit transfer of such Shares to PURCHASER and, for any certificate bearing any legend, other than a legend required by federal or state securities laws, restricting such shares or referring to rights of others therein, accompanied by a duly executed by Sellerrelease, rescission or termination of such restrictions, free and clear of all liens, security interests, encumbrances, pledges, charges, claims, voting trusts and restrictions of any nature whatsoever other than restrictions on transfer arising under federal or state securities laws; (b) an assignment Resolutions of the Board of Directors of each of SELLER and/or the XxXxx Companies approving the execution, delivery and assumption agreement with respect performance of this Agreement and each Ancillary Agreement to which such entity is a party and each of the other documents required hereunder or thereunder to which it is a party, certified by its corporate Secretary or Assistant Secretary and accompanied by a certificate of incumbency as to the Assumed Liabilities, in form identity and substance reasonably acceptable authority of the persons authorized to Buyer enter into this Agreement and Seller, duly executed by Sellerthe Ancillary Agreements to which it is a party on its behalf; (c) one Original executed instructions directing that any and all funds received in SELLER's lockbox account(s) on or more assignments after the Closing Date for the account of any of the Intellectual Property described in Part 3.13, in form XxXxx Companies be held for XxXxx'x account and substance reasonably acceptable paid to Xxxxx, duly executed by Xxxxxx, together with such other assignment and conveyance documents that Buyer reasonably requests to effectuate the transactions contemplated hereby, together with all files and documents (including with respect to searches, opinions and other analyses) relating theretoXxXxx; (d) The legal opinion substantially in the Transition Services Agreement, duly executed by Sellerform of Schedule 9.2(d) hereto; (e) all Required ConsentsThe resignations of the members of the Board of Directors and the officers of the XxXxx Companies to the extent requested by PURCHASER; (f) Executed counterparts of each of the written release of all Liens (other than Permitted Liens) relating to the Purchased Assets, Ancillary Agreements set forth in form and substance acceptable to Buyer, executed by the holder of or parties to each such LienSchedule 9.2(f); (g) Documentation reasonably satisfactory to PURCHASER that, each and every Intercompany Agreement by and between or among a certificate XxXxx Company, on the one hand, and any Affiliate of good standing of SellerSELLER (other than a XxXxx Company), dated no more than five Business Days prior on the other hand, excluding any pending orders for any products or services to the Closing Datebe delivered or provided by a XxXxx Company, from the Secretary of State of Delaware;has been terminated, without liability to any XxXxx Company, except those listed on Schedule 9.2(g) hereto; and (h) a copy, certified by The Reconveyance and the Secretary of Seller to be true, complete and correct as of the Closing Date, of the Certificate of Incorporation, bylaws and resolutions of the shareholders of Seller, authorizing and approving the transactions contemplated hereby; (i) the certificate required of Seller pursuant to Section 7.1; and (j) such other customary documents, instruments or certificates as shall be reasonably requested by Xxxxx and as shall be consistent with the terms of this AgreementTerminations.

Deliveries of Seller at Closing. At Closing, Seller shall deliver or cause to be delivered made available to BuyerBuyer the following original completed documents, dated as of the Closing Date (unless otherwise noted below), executed by Seller and/or Seller’s Affiliates or Seller’s Counsel who are parties thereto, as applicable: (a) one certificates representing all the Shares, free and clear of all Liens (other than legends or more other restrictions solely evidencing the restricted nature of such Shares pursuant to applicable bills of sale with respect to the Purchased Assets, in form state and substance reasonably acceptable federal securities laws) duly endorsed to Buyer and Seller, or in blank or accompanied by duly executed by Sellerstock powers; (b) an assignment and assumption agreement with respect the Related Agreements to the Assumed Liabilities, in form and substance reasonably acceptable to Buyer and Seller, duly be executed by Seller; (c) one or more assignments of the Intellectual Property described in Part 3.13, in form and substance reasonably acceptable to Xxxxx, duly executed by Xxxxxx, together with such other assignment and conveyance documents that Buyer reasonably requests to effectuate the transactions contemplated hereby, together with all files and documents (including with respect to searches, opinions and other analyses) relating theretoSeller’s Counsel Legal Opinion; (d) the Transition Services Agreementwritten resignation of each member of the Board of Directors, duly executed by Sellerand each officer of the Company, with the exception of Xxxx Xxxxx; (e) all Required Consentsrequired consents and approvals from Governments and third parties under Material Contracts; (f) the written release of all Liens (other than Permitted Liens) relating to the Purchased Assets, in form assets of the Company and substance acceptable to Buyer, the Shares executed by the holder of or parties to each such Lien. The releases shall be reasonably satisfactory in substance and form to Buyer and its counsel; (g) a Certificate, signed by the Secretary of Seller, attaching thereto (and certifying as true and correct) copies of resolutions duly passed by the Board of Directors of Seller approving the entry of Seller into this Agreement and the Related Agreements to which it is a party, and authorizing Seller to perform all of Seller’s obligations thereunder; (h) a Certificate, signed by the Secretary of the Company, attaching thereto (and certifying as true and correct) copies of (i) the Articles of Incorporation of the Company, including all amendments thereto, and (ii) the Bylaws of the Company, including all amendments thereto; (i) a certificate of good standing of Sellerthe Company, dated no more than within five Business Days prior to of the Closing Date, from the Minnesota Secretary of State (and of the Secretary of State of Delawareeach State in which the Company is qualified or licensed as a foreign corporation); (hj) a copyall share transfer books, certified by the Secretary of Seller to be true, complete minute books and correct as other corporate records of the Closing Date, of the Certificate of Incorporation, bylaws and resolutions of the shareholders of Seller, authorizing and approving the transactions Company as contemplated herebyby Section 3.29; (ik) the certificate required of an officer of Seller pursuant to Section 7.16.1. (l) canceled certificates, agreements and/or other evidence of the redemption or other payment by the Company in respect of all previously issued and outstanding securities of the Company other than the Shares, including all options and warrants; (m) a release from JPMorgan Chase Bank, releasing the Seller and the Company from any and all any liens and security interests granted by the Seller and the Company in the properties of and capital stock of the Company to secure any and all of the obligations under the Amended and Restated Credit Agreement dated as of January 16, 2004; (n) evidence of a wire transfer in the amount of Two Hundred and Five Thousand Dollars ($205,000) into the Company’s operating account at or prior to the Closing; and (jo) such other customary documents, instruments or certificates as shall be reasonably requested by Xxxxx Buyer and as shall be consistent with the terms of this Agreement.

Deliveries of Seller at Closing. At the Closing, the Seller shall will deliver or cause to be delivered to Buyerthe Buyer the following: (a) one or more applicable bills of sale with respect the amounts payable by the Seller to the Purchased AssetsBuyer pursuant to Sections 11.2(a), in form 11.2(c) and substance reasonably acceptable to Buyer and Seller, duly executed by Seller11.2(d) hereof; (b) an assignment a receipt acknowledging receipt by the Seller of the Purchase Price and assumption agreement with respect the amount payable by the Buyer to the Assumed Liabilities, in form and substance reasonably acceptable Seller pursuant to Buyer and Seller, duly executed by SellerSection 11.2(b) hereof; (c) one or more assignments a certificate executed by the Seller representing and warranting to the Buyer that (i) each of the Intellectual Property described Seller's representations and warranties contained in Part 3.13Article 5 hereof was true and correct in all material respects as of the date of this Agreement and is true and correct in all material respects as of the Closing Date, with the same force and effect as though newly made as of the Closing Date except where made as of a specific date or otherwise contemplated by this Agreement and for purposes of such certificate; and (ii) that each of the obligations of the Seller to be performed on or before the Closing Date pursuant to the terms hereof shall have been performed in form and substance reasonably acceptable to Xxxxx, duly executed by Xxxxxx, together with such other assignment and conveyance documents that Buyer reasonably requests to effectuate the transactions contemplated hereby, together with all files and documents (including with respect to searches, opinions and other analyses) relating theretomaterial respects; (d) the Transition Services Agreement, duly executed by an officer's incumbency certificate of Seller; (e) all Required Consents; (f) a certified copy of the written release of all Liens (other than Permitted Liens) relating to the Purchased Assets, in form and substance acceptable to Buyer, executed resolutions adopted by the holder Board of or parties to each such Lien; (g) a certificate of good standing of Seller, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of Delaware; (h) a copy, certified by the Secretary Directors of Seller to be true, complete approving this Agreement and correct as of the Closing Date, of the Certificate of Incorporation, bylaws and resolutions of the shareholders of Seller, authorizing and approving the transactions contemplated hereby; (if) the certificate any Schedules or updates to any Schedule which are required of Seller pursuant to Section 7.1; and (j) such other customary documents, instruments or certificates as shall be reasonably requested by Xxxxx and as shall be consistent with the terms of this Agreement.Agreement to be delivered by the Seller at the Closing;

Deliveries of Seller at Closing. At Closing, Seller shall deliver or cause to be delivered to Buyer: (a) one or more applicable bills of sale with respect to certificates representing all the Purchased AssetsShares, in form and substance reasonably acceptable duly endorsed to Buyer and Seller, or its designated Affiliate in blank or accompanied by duly executed by Sellerstock powers in blank; (b) an assignment and assumption agreement with respect opinion of Bose MxXxxxxx & Exxxx LLP, counsel to Seller, dated as of the Assumed LiabilitiesClosing Date, in form and substance reasonably acceptable satisfactory to Buyer and Seller, duly executed by SellerBuyer; (c) one or more assignments the written resignation of each member of the Intellectual Property described in Part 3.13Board of Directors of the Company, in form and substance reasonably acceptable to Xxxxx, duly executed by Xxxxxx, together with such other assignment and conveyance documents that Buyer reasonably requests to effectuate the transactions contemplated hereby, together with all files and documents (including with respect to searches, opinions and other analyses) relating theretoexceptions as may be specified by Buyer; (d) a certificate of good standing of the Transition Services AgreementCompany, duly executed by Sellerdated no more than five (5) Business Days prior to the Closing Date, from the Secretary of State of the State of Delaware; (e) all Required Consents;a certificate of good standing of Landec, as of a recent date, from the Secretary of State of California (f) the written release of all Liens (other than Permitted Liens) relating to the Purchased Assets, in form and substance acceptable to Buyer, executed by the holder of or parties to each such Lien; (g) a certificate of good standing of Seller, dated no more than five (5) Business Days prior to the Closing Date, from the Secretary of State of Delaware; (g) evidence of the validly completed transfer to the Company of the Transferred Business and the Transferred Assets, in form and substance satisfactory to Buyer; (h) a copy, certified the written release of all Liens (except Permitted Liens) relating to the Transferred Assets executed by the Secretary holder of Seller or parties to each such Lien, which releases shall be true, complete and correct as of the Closing Date, of the Certificate of Incorporation, bylaws and resolutions of the shareholders of Seller, authorizing and approving the transactions contemplated herebysatisfactory in substance to Buyer; (i) evidence satisfactory to the certificate required Buyer that the payment obligations of Seller pursuant to Section 7.1under the Credit Agreement have been assigned and transferred to, and assumed by, the Company, with the consent of the lender; (j) all share transfer books, minute books and other corporate records of the Company; (k) properly completed IRS Form 8023 executed by Landec; and (jl) such other customary documents, instruments or certificates as shall be reasonably requested by Xxxxx Buyer and as shall be consistent with the terms of this Agreement.

Deliveries of Seller at Closing. At Closing, Seller shall deliver or cause to be delivered to Buyer: (a) one certificates representing all the Shares, free and clear of all Liens (other than legends or more other restrictions solely evidencing the restricted nature of such Shares pursuant to applicable bills state and federal securities Laws) duly endorsed to Buyer or in blank or accompanied by duly executed stock powers; (b) a Xxxx of sale with respect to Sale for the Purchased Assets, in form and substance customary for transactions of this type and reasonably acceptable to Buyer and Sellerthe Parties, duly executed by SellerLMWW; (bc) an assignment Assignment and assumption agreement with respect to Assumption Agreement for the Assumed Liabilities, in form and substance customary for transactions of this type and reasonably acceptable to Buyer and Sellerthe Parties, duly executed by SellerLMWW; (cd) one or more assignments the Assignment and Assumption of the Intellectual Property described in Part 3.13Leases, in form and substance reasonably acceptable to Xxxxxthe Parties, duly executed by Xxxxxx, together with such other assignment and conveyance documents that Buyer reasonably requests to effectuate the transactions contemplated hereby, together with all files and documents (including with respect to searches, opinions and other analyses) relating theretoLMWW; (de) unless alternative arrangements are provided for in the Seller Transition Services Agreement, the Sublease Agreements, duly executed by LMWW (or one of LMWW's Affiliates that is the named lessee); (f) the Clearing Agreement, duly executed by LMWW; (g) the Warrant Agreement, in form and substance reasonably acceptable to the Parties, duly executed by LMWW; (h) the Seller Transition Services Agreement, duly executed by Seller or its Subsidiaries; (i) the Xxxx Xxxxx TSA Assignment Agreement, duly executed by Seller; (ej) all Required Consents; (f) if applicable, a Share Transfer Agreement for the written release Shares of all Liens (other than Permitted Liens) relating to the Purchased AssetsLMUK, in form and substance customary for transactions of this type and reasonably acceptable to Buyerthe Parties, duly executed by the holder applicable Affiliate of or parties to each such LienSeller; (gk) the Escrow Agreement, duly executed by Seller; (l) a certificate of good standing of Seller, dated no more than within five Business Days prior to of the Closing Date, from the Delaware Secretary of State of DelawareState; (h) a copy, certified by the Secretary of Seller to be true, complete and correct as of the Closing Date, of the Certificate of Incorporation, bylaws and resolutions of the shareholders of Seller, authorizing and approving the transactions contemplated hereby; (im) the certificate required of Seller pursuant to Section 7.16.1; (n) to the extent required by applicable Law, any real property transfer tax returns and similar filings required in connection with the Assignment and Assumption of Leases or the sale of the Shares, duly executed by LMWW; (o) a certificate of good standing (or equivalent in the case of LMUK) of each Transferred Subsidiary, dated within five Business Days of the Closing Date, from the jurisdiction of organization of such Transferred Subsidiary; and (jp) such other customary documents, instruments or certificates as shall be reasonably requested by Xxxxx resignations of all of the officers and as shall be consistent with the terms directors of this Agreementeach Transferred Subsidiary.

Deliveries of Seller at Closing. At Unless otherwise specifically set forth herein, at the Closing, Seller shall deliver or cause to be delivered to BuyerPurchaser the following: (a) one or more applicable bills Possession of sale with respect to the Purchased Assets; (b) A xxxx of sale in the form of Exhibit B hereto (“Xxxx of Sale”) and duly executed by Seller, conveying free, clear and unencumbered title to the tangible personal property included in the Purchased Assets to Purchaser; (c) An assignment and assumption agreement in the form of Exhibit C hereto (”Assignment and substance reasonably acceptable Assumption Agreement”) and duly executed by Seller, effecting the assignment to Buyer and assumption by Purchaser of the Purchased Assets and Assumed Liabilities; (d) Such documents of assignment and transfer duly executed by Seller (the “Intellectual Property Assignments”), transferring all of Seller’s right, title and interest in and to any of Purchased Intellectual Property and Intellectual Property Licenses to Purchaser; (e) A limited power of attorney in the form of Exhibit D hereto and duly executed by Seller; (f) The consent to assignment for that certain lease agreement with South Office Crossings, LLC; (g) Within fifteen (15) days following Closing, ehttp://xxx.xxxxxxxxxxxxxxx.xxx/xxxxxxxx.xxxxxxxxxxx of filing of UCC-3 termination statements with respect the security interest securing the obligations under the Bank of America loan; (h) Non-competition and non-solicitation agreements in the form of Exhibit E hereto (“Non-Competition Agreements”), duly executed by those members of Seller listed on Schedule 4.1(h); (i) An escrow agreement among Purchaser, Seller and the entity designated to serve as escrow agent (the “Escrow Agreement”), duly executed by Seller; (bj) an assignment A written statement setting forth the amount of Seller’s cash and assumption agreement with respect to cash equivalents as of 11:59 p.m., Rhode Island time, on September 30, 2011 (“Closing Cash”), certified by the Assumed Liabilities, in form and substance reasonably acceptable to Buyer and Seller, duly executed by Chief Executive Officer of Seller; (ck) one or more assignments of the Intellectual Property described in Part 3.13, in form and substance reasonably acceptable to Xxxxx, Resolutions duly executed by Xxxxxx, together with such other assignment and conveyance documents that Buyer reasonably requests to effectuate the transactions contemplated hereby, together with all files and documents (including with respect to searches, opinions and other analyses) relating thereto; (d) the Transition Services Agreement, duly executed by Seller; (e) all Required Consents; (f) the written release of all Liens (other than Permitted Liens) relating to the Purchased Assets, in form and substance acceptable to Buyer, executed adopted by the holder of or parties to each such Lien; (g) a certificate of good standing of Seller, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of Delaware; (h) a copy, certified by the Secretary of Seller to be true, complete and correct as of the Closing Date, of the Certificate of Incorporation, bylaws and resolutions of the shareholders members of Seller, authorizing the execution, delivery and approving performance of this Agreement, such other agreement, document and instrument required to be delivered pursuant to the Agreement to which Seller is a party, and the transactions contemplated herebyhereby and thereby, certified by a duly authorized officer; (il) The certificate of the certificate required Secretary (or equivalent officer) of Seller certifying the names and signatures of the officers of Seller authorized to sign this Agreement and the other agreements, documents and instruments to be delivered pursuant to Section 7.1this Agreement; and (jm) such Such other customary documents, certificates or instruments as Purchaser or certificates as shall be Parent reasonably requested requests and are reasonably necessary to consummate the transactions contemplated by Xxxxx and as shall be consistent with the terms of this Agreement.

Deliveries of Seller at Closing. At or prior to the Closing, Seller shall deliver (or shall have delivered), or cause to be delivered delivered, to BuyerBuyer the following: (a) one or more applicable bills a xxxx of sale with respect to in the Purchased Assets, in form of Exhibit D hereto (the “Xxxx of Sale”) and substance reasonably acceptable to Buyer and Seller, duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (b) an assignment and assumption agreement in the form of Exhibit E hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (c) an assignment in the form of Exhibit F hereto (the “Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Seller Intellectual Property Assets and Third Party Licensed IP to Buyer; (d) with respect to the Assumed LiabilitiesReal Property, a special warranty deed in form of Exhibit G hereto (each, a “Deed”) and substance reasonably acceptable to Buyer duly executed and notarized by Seller, ; (e) the Transition Services Agreement in the form of Exhibit H hereto (the “Transition Services Agreement”) and duly executed by Seller; (cf) one or more assignments of the Intellectual Property described in Part 3.13, in form and substance reasonably acceptable to Xxxxx, Consulting Agreement duly executed by Xxxxxx, together with such other assignment and conveyance documents that Buyer reasonably requests to effectuate the transactions contemplated hereby, together with all files and documents (including with respect to searches, opinions and other analyses) relating thereto; (d) the Transition Services Agreement, duly executed by Seller; (e) all Required Consents; (f) the written release of all Liens (other than Permitted Liens) relating to the Purchased Assets, in form and substance acceptable to Buyer, executed by the holder of or parties to each such LienXxxxxx Xxxxxxxx; (g) the Employment Agreements duly executed by Xxx Xxxxxxxx and Xxxx Xxxxxxxx; (h) a certificate of a duly authorized officer of Seller certifying as to (i) the resolutions of the board of directors of Seller and Seller Shareholders, each approving and authorizing the execution, delivery and performance of this Agreement and each other agreement contemplated herein to which Seller is a party and the transactions contemplated hereby and thereby; (ii) the Articles of Incorporation of Seller; (iii) the bylaws of Seller; and (iv) the signature and incumbency of any officer or other representative executing this Agreement and the other Transaction Documents; (i) a certificate of an officer of Seller certifying the satisfaction of the conditions set forth in Section 7.2(b) and Section 7.2(d); (j) a certificate of existence and good standing (or its functional equivalent) of Seller, dated no more than five Business Days prior to the Closing Date, Seller and Seller from the Secretary of State of DelawareTexas, dated as of a recent date prior to the Closing; (hk) a copy, certified certificate of no tax due issued by the Secretary Texas Comptroller of Public Accounts; (l) a duly executed written certificate from Seller in a form reasonably acceptable to be trueBuyer certifying that Seller is not a foreign person within the meaning of Treasury Regulation section 1.1445-2(b) and complying with the requirements of said Treasury Regulation. (m) receipt of (i) all consents under Key Contracts, complete (ii) evidence of successful transfer of all Permits to Buyer, including in connection with the CHOW, and correct as (iii) transfers to Buyer, or the making of all filings for the benefit of Buyer, in respect of all other consents, notices and authorizations required to ensure the ownership and operation by Buyer, immediately following the Closing Date(as owned and operated by Seller immediately prior to the Closing), of the Certificate of Incorporation, bylaws Business and resolutions of the shareholders of Seller, authorizing and approving the transactions contemplated hereby; (i) the certificate required of Seller pursuant to Section 7.1; and (j) such other customary documents, instruments or certificates as shall be reasonably requested by Xxxxx and as shall be consistent with the terms of this AgreementPurchased Assets.

Deliveries of Seller at Closing. At the Closing, Seller shall will deliver or cause to be delivered to BuyerBuyer the following: (a) one a certificate or more applicable bills certificates representing the Shares, which shall be registered in the name of sale with respect to the Purchased AssetsBuyer, in form and substance reasonably acceptable or duly endorsed for transfer to Buyer and Seller, or accompanied by duly executed by Sellerstock powers; (b) an assignment and assumption agreement with respect the certificates referred to the Assumed Liabilities, in form and substance reasonably acceptable to Buyer and Seller, duly executed by Seller4.1(f) of this Agreement; (c) one or more assignments a certificate issued by the Secretary of State of the Intellectual Property described in Part 3.13State of Florida, in form and substance as of a date reasonably acceptable to XxxxxBuyer, duly executed by Xxxxxxas to the legal existence and good standing of the Company, together with such other assignment and conveyance documents that Buyer a copy of the Company’s charter, certified by the Secretary of State of the State of Florida, as of a date reasonably requests acceptable to effectuate the transactions contemplated hereby, together with all files and documents (including with respect to searches, opinions and other analyses) relating theretoBuyer; (d) certificates issued by the Transition Services AgreementSecretary of State of New Jersey, duly executed by with respect to National, and the Secretary of State of Delaware, with respect to Clarendon Insurance Group, Inc., as of a date reasonably acceptable to Buyer, as to the legal existence and good standing of each Seller; (e) all Required Consents;a certificate issued by the Office of Insurance Regulation of the State of Florida, as of a date reasonably acceptable to Buyer, that the Company is duly licensed to conduct the business presently conducted by the Company. (f) a certificate of the written release Secretary or an Assistant Secretary of all Liens Seller certifying as to (i) the requisite corporate or other than Permitted Liensaction authorizing the transactions contemplated by this Agreement and (ii) relating to the Purchased Assets, in form incumbency and substance acceptable to Buyer, executed by signatures of the holder officers of or parties to each such LienSeller executing this Agreement and the other agreements contemplated hereby; (g) a certificate of good standing of Seller, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of DelawareDate Balance Sheet; (h) a copy, certified by the Secretary of Seller to be true, complete and correct as valuation of the Closing Date, fair market value of the Certificate of Incorporation, bylaws and resolutions assets of the shareholders Company and a statement of Seller, authorizing and approving the transactions contemplated herebyPurchase Price as provided in Section 1.2 of this Agreement; (i) the certificate required resignations of Seller pursuant to the existing officers and directors of the Company as provided in Section 7.14.1(j) of this Agreement; and (j) such all minute books, stock transfer books, stock certificate books, corporate certificates, and corporate seals of the Company, and all billing records, files, work papers, computer and electronic files, accounting and tax records, and all other customary documentsbooks and records of the Company in the possession, instruments custody or certificates as shall be reasonably requested by Xxxxx and as shall be consistent with the terms control of this AgreementSeller or its Affiliates or their respective agents.

Deliveries of Seller at Closing. At the Closing, the Seller shall deliver or cause to be delivered to BuyerPurchaser: (a) one or more applicable bills Certificates representing the Shares, free and clear of sale with respect to the Purchased Assets, in form and substance reasonably acceptable to Buyer and Sellerall Liens, duly executed endorsed to Purchaser or accompanied by Sellerduly endorsed stock powers; (b) an assignment and assumption agreement with respect to the Assumed Liabilities, in form and substance reasonably acceptable to Buyer and Seller, Holdback Agreement duly executed by Sellerthe Seller and the Seller Representative, accompanied by duly executed stock powers; (c) one or more assignments of the Intellectual Property described in Part 3.13, in form and substance reasonably acceptable to Xxxxx, Registration Rights Agreement duly executed by Xxxxxx, together with such other assignment and conveyance documents that Buyer reasonably requests to effectuate the transactions contemplated hereby, together with all files and documents (including with respect to searches, opinions and other analyses) relating theretoSeller; (d) Employment Agreements between the Transition Services Purchaser, an Affiliate of Purchaser, or the Company and those employees of the Company identified in Schedule 2.06(d) (each, an “Employment Agreement”) substantially in the form attached hereto as Exhibit B, duly executed by Sellereach such employee; (e) all Required ConsentsThe Flow of Funds Memorandum, duly executed by the Company and Seller; (f) the written resignations, effective immediately after the Closing Date, of each of the directors and officers of the Company in their capacities as such; (g) any consents and approvals relating to the Company required to be obtained to effectuate the execution and delivery of this Agreement and the transactions contemplated hereby, from any Governmental Authority or any third party under any lease, contract or agreement, which consents are listed and described with the approval of Purchaser as “Required Consents” on Schedules 3.03 and 3.04 hereto; (h) payoff statements from the appropriate Persons relating to all items of Indebtedness that are required to be paid off at or in connection with the Closing, and evidence of the payment and full satisfaction thereof; (i) the written release of all Liens relating to the assets of the Company (other than the Permitted Liens) relating to or the Purchased AssetsShares, in form and substance acceptable to Buyereither case, executed by the holder of or parties to each such Lien, in form and substance satisfactory to Purchaser and its counsel; (gj) a certificate of good standing standing, or equivalent certificate, from Delaware, Maryland and the Commonwealth of SellerVirginia, for the Company, dated no more than five Business Days prior to within ten (10) calendar days of the Closing Date, from issued by the Secretary of State of Delawareappropriate Governmental Authority; (hk) a copyall share transfer books, minute books and other corporate records of the Company (to the extent not previously delivered); (l) copies, certified by the Secretary of Seller the Company to be true, complete and correct as of the Closing Date, of the Certificate of IncorporationIncorporation of the Company and all amendments thereto, bylaws and the Company’s and Seller’s Bylaws and all amendments thereto, resolutions of the shareholders Stockholders and board of Sellerdirectors of the Company, authorizing and approving the transactions contemplated hereby, and resolutions or other evidence that the Seller has appointed the Seller’s Representative to act hereunder; (im) evidence of termination of the certificate required following: (1) any Stockholders’ Agreement relating to the Company, its stockholders or the Shares, (2) all options, rights or awards relating to the Company’s capital stock, if any, (3) all bonus, incentive and profit sharing plans and agreements, and (4) all lines of Seller pursuant credit or other credit facilities or agreements in the name of the Company; (n) an opinion from the Company’s counsel solely related to Section 7.1the authorization for and effectiveness of the Pre-Transaction Merger and the conversion of the applicable capital stock in accordance with the agreement and plan of merger related thereto; and (jo) such other customary documentsthe certificate referenced in Section 8.02(a) herein, instruments or certificates as shall be reasonably requested signed by Xxxxx the Company and as shall be consistent with the terms Seller Representative on behalf of this Agreementthe Seller.

Deliveries of Seller at Closing. At Closing, Seller shall deliver will deliver, or cause to be delivered delivered, to Buyer: Purchaser, the following: (a1) one or more applicable bills of sale with respect sale, assignments, certificates of title, and other instruments of transfer required to effectively transfer and assign good and marketable title to all of the Assets to Purchaser; (2) Articles of Amendment to the Purchased AssetsArticles of Incorporation of Seller, in form and substance reasonably acceptable suitable for filing with the Secretary of State of Minnesota, changing Seller's corporate name to Buyer and Sellera name which does not include the word "Stinar", duly executed by an oxxxxxx of Seller; ; (b3) an assignment reasonably current UCC, tax lien, judgment and assumption agreement with respect to bankruptcy searches demonstrating the Assumed Liabilities, in form and substance reasonably acceptable to Buyer and Seller, absence of any Liens (except for Permitted Liens) on the Assets; (4) the Assumption Agreement duly executed by the Seller; ; (c) one or more assignments of the Intellectual Property described in Part 3.13, in form and substance reasonably acceptable to Xxxxx, duly executed by Xxxxxx, together with such other assignment and conveyance documents that Buyer reasonably requests to effectuate the transactions contemplated hereby, together with all files and documents (including with respect to searches, opinions and other analyses) relating thereto; (d5) the Transition Services Security Agreement, duly executed by Seller; ; (e6) all Required Consents; necessary consents and approvals of all persons, entities, and governmental authorities required by this Agreement; (f7) the written release executed Contracts for Deed and commitments for title insurance indicating that the transfer of all Liens (other than Permitted Liens) relating the Real Estate to the Purchased Assets, in form Purchaser pursuant to the Contracts for Deed shall vest Purchaser with good and substance acceptable to Buyer, executed marketable title (except as such title is affected by the holder Contracts for Deed) and all other items to be executed and delivered by Seller and Shareholders in connection therewith; (8) the Plan of or parties to each such Lien; Remediation, approved in writing by the MPCA; (g9) executed employment agreements between Purchaser and Gary Stinar and Purchaser and Xxxxx Xxxxxr in the form of Exxxxxxx X-0 xnd H-2 hereto (the "Employment Agreement"); (10) certified copies of resolutions duly adopted by the board of directors and shareholders of Seller approving this Agreement and the transactions described in and contemplated by this Agreement; (11) a certificate of good standing certificate, signed by the president of Seller, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of Delaware; certifying that (hA) a copy, certified all representations and warranties made by the Secretary of Seller to be true, complete hereunder are true and correct in all material respects as of the Closing Date, (B) all obligations and covenants of Seller required to be performed or complied with on or prior to the Closing Date have been performed or complied with in all material respects by Seller, and (C) Seller has not taken any action which Seller had agreed not to take prior to the Closing Date; (12) any updated Schedules; (13) reasonably current good standing certificates issued by the Secretary of State of Minnesota and by the appropriate governmental office of each of the Certificate of Incorporation, bylaws states in which Seller is authorized to conduct business; and resolutions of the shareholders of Seller, authorizing (14) such other documents and approving items as are reasonably necessary or appropriate to effect the transactions contemplated hereby; hereby or which may be necessary under local law. (i) the certificate required of Seller pursuant to Section 7.1; and (j) such other customary documents, instruments or certificates as shall be reasonably requested by Xxxxx and as shall be consistent with the terms of this Agreement.b)

Deliveries of Seller at Closing. At ClosingClosing and unless otherwise waived in writing by Buyer, Seller shall deliver or cause to be delivered to BuyerBuyer the following: (a) one or more applicable bills a Xxxx of sale with respect to Sale (the Purchased Assets“Xxxx of Sale”), in form and substance reasonably acceptable to Buyer and Seller, duly fully executed by Seller, the form of which is attached hereto as Exhibit 4.2(a); (b) an assignment Assignment and assumption agreement with respect to Assumption Agreement (the Assumed Liabilities“Assignment and Assumption Agreement”), in form and substance reasonably acceptable to Buyer and Seller, duly fully executed by Seller, the form of which is attached hereto as Exhibit 4.2(b); (c) one or more assignments a copy of the Intellectual Property described in Part 3.13, in form and substance reasonably acceptable to Xxxxx, resolutions duly executed by Xxxxxx, together with such other assignment and conveyance documents that Buyer reasonably requests to effectuate the transactions contemplated hereby, together with all files and documents (including with respect to searches, opinions and other analyses) relating thereto; (d) the Transition Services Agreement, duly executed by Seller; (e) all Required Consents; (f) the written release of all Liens (other than Permitted Liens) relating to the Purchased Assets, in form and substance acceptable to Buyer, executed adopted by the holder board of directors or parties to each such Lien; (g) a certificate of good standing of Seller, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of Delaware; (h) a copy, certified by the Secretary other authorized governing body of Seller to be true, complete and correct as of the Closing Date, of the Certificate of Incorporation, bylaws and resolutions of the shareholders of Seller, authorizing and approving the transactions contemplated hereby, Seller’s performance of the transactions contemplated hereby and the execution, delivery and performance of this Agreement and the documents described herein to which Seller is a party, certified as true and of full force as of Closing by an appropriate officer of Seller; (d) the signature and incumbency of the officers of Seller authorized to execute and deliver this Agreement and the other agreements and documents that Seller is required to deliver on or before the Closing Date pursuant to this Agreement, certified as true and accurate as of Closing by an appropriate officer of Seller; (e) a certificate of an officer of Seller certifying that each covenant and agreement of Seller to be performed prior to or as of Closing pursuant to this Agreement has been performed in all material respects and that each of the representations and warranties of Seller set forth herein is true and correct in all material respects (except with respect to representations and warranties that contain materiality or Material Adverse Effect qualifiers, which representations and warranties shall be true and correct in all respects) as of the Closing Date or, if made as of a specified date, only as of such date; (f) a certificate of existence and good standing (or its functional equivalent) of Seller from the Arizona Corporation Commission, to the extent applicable, dated the most recent practical date prior to Closing; (g) an assignment of the lease agreement for the Sun City, Arizona Business facility located at 10000 X Xxxxxxxxxxx Xxxx (the “Business Lease Agreement”) fully executed by the Lessor and by Seller as Lessee, in substantially the form attached hereto as Exhibit 4.2(g); (h) the Banner Interim Management Agreement in the form attached hereto as Exhibit 4.2(h); (i) [Intentionally Omitted]; (j) the certificate required of Seller pursuant to Section 7.1Equipment Lease Agreement (the “Equipment Lease”) between Buyer and MedCath Partners in the form attached hereto as Exhibit 4.2(j); and (jk) such other customary documentsMemorandum of Lease, instruments or certificates as shall be reasonably requested by Xxxxx and as shall be consistent with in recordable form, for the terms of this Business Lease Agreement.