Common use of Deliveries of Seller Clause in Contracts

Deliveries of Seller. (1) At the Closing, Seller shall deliver the following documents to Purchaser, all of which shall be in a form reasonably satisfactory to Purchaser: (2) the updated Schedules contemplated by Section 3.3(c); (3) the officers’ certificates contemplated by Section 10.3(c); (4) a special warranty deed with a covenant against grantor’s acts (or its substantive local law equivalent) for each parcel of the Purchased Real Property together with any real property transfer tax declarations, if required under applicable law; (5) a seller’s affidavit and GAP undertaking in substantially the form attached as Exhibit 4.2(a)(5) hereto, with such modifications, if any, and such supporting documentation (e.g., organizational documents and confirmation of corporate authority, but not including any modifications or documentation that would impose or require Seller to incur any additional expense or liability) as reasonably may be required by the Purchaser’s title insurance company to enable such company to issue title insurance in respect of each parcel of the Purchased Real Property; (6) a duly executed xxxx of sale and assignment and assumption agreement, in substantially the form attached hereto as Exhibit 4.2(a)(6) (the “Xxxx of Sale and Assignment and Assumption Agreement”), evidencing the transfer to Purchaser of the Purchased Assets and Purchaser’s assumption of the Assumed Liabilities; (7) duly executed leases with respect to each Retained ATM in the form substantially as set forth in Exhibit 4.2(a)(7) (the “Retained ATM Leases”); (8) a certification of non-foreign status of Seller, in a form reasonably acceptable to Purchaser, satisfying the requirements of Treasury Regulations Section 1.1445-2(b)(2); provided that if Seller fails to provide such certification, Purchaser shall be permitted to withhold Tax from the consideration payable pursuant to this Agreement as required by Section 1445 of the Code; (9) subject to the Conversion Plan, the Records (except to the extent that information contained in the Records relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Records as of the Closing, then Seller shall deliver such portion of the Records as promptly as practicable following the Closing); and (10) subject to the Conversion Plan, the Loan Documents (except to the extent that information contained in the Loan Documents relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Loan Documents as of the Closing, then Seller shall deliver such portion of the Loan Documents as promptly as practicable following the Closing).

Deliveries of Seller. (1) At the Closing, Seller shall deliver to Masimo each of the following documents to Purchaser, all of which shall be in a form reasonably satisfactory to Purchaserfollowing: (2a) the updated Schedules contemplated by Section 3.3(call consents, permits, authorizations, exemptions and approvals listed in Schedule 7.1(a); (3b) the officers’ certificates contemplated by Section 10.3(c)an executed Xxxx of Sale; (4c) a special warranty deed with a covenant against grantor’s acts (or its substantive local law equivalent) for each parcel of the Purchased Real Property together with any real property transfer tax declarations, if required under applicable lawan executed General Assignment and Assumption Agreement; (5d) a seller’s affidavit and GAP undertaking in substantially the form attached as Exhibit 4.2(a)(5) hereto, with such modifications, if any, and such supporting documentation (e.g., organizational documents and confirmation an executed Assignment of corporate authority, but not including any modifications or documentation that would impose or require Seller to incur any additional expense or liability) as reasonably may be required by the Purchaser’s title insurance company to enable such company to issue title insurance in respect of each parcel of the Purchased Real PropertyPatents; (6e) a duly an executed xxxx Assignment of sale and assignment and assumption agreementTrademark; (f) an Executive Employment Agreement, in substantially executed by Xxxxxx Xxxxx; (g) Employment Offer Letters, executed by the form attached hereto as Exhibit 4.2(a)(6employees listed on Schedule 7.1(g) (the “Xxxx of Sale and Assignment and Assumption Agreement”), evidencing the transfer to Purchaser of the Purchased Assets and Purchaser’s assumption of the Assumed Liabilities; (7) duly executed leases with respect to each Retained ATM in the form substantially as set forth in Exhibit 4.2(a)(7) (the “Retained ATM LeasesEmployment Letter”); (8) h) a certification Noncompetition Agreement, executed by Xxxxxx Xxxxxx (the “Noncompetition Agreement”); (i) a written opinion from Fasken Xxxxxxxxx XxXxxxxx LLP, dated the Closing Date and addressed to Masimo; (j) a release executed by each employee listed on Schedule 4.24 with respect to termination of non-foreign status his or her employment with Seller; (k) a certificate signed by Seller’s Chief Executive Officer dated the Closing Date, providing as attachments: (i) copies of resolutions approved by the board of directors of Seller, certifying that the resolutions as attached to such certificate were duly adopted by the board of directors of Seller and that such resolutions remain in full force and effect,(ii) a form reasonably acceptable true, correct and complete copy of the certificate of incorporation, and all amendments thereto, of Seller, which is in full force and effect as of the Closing Date, (iii) a true, correct and complete copy of the bylaws of Seller which are in full force and effect as of the Closing Date, and (iv) a true and correct copy of good standing certificate for Seller issued by the Enterprise Registrar of the Province of Québec. The resolutions of the board of directors shall authorize and approve the execution by Seller of this Agreement and other documents related to Purchaserthis transaction, satisfying approve the requirements consummation by Seller of Treasury Regulations the transactions contemplated by such agreements and documents, adopt a bylaw providing for a change of Seller’s corporate name to a name which does not contain the words “Andromed”, “Androflo”, “Androgram” or “Andro”, and state that the board of directors has reviewed the representations and warranties of Seller in Section 1.1445-2(b)(2); provided 4 of this Agreement and that if Seller fails to provide the best of the board of directors’ knowledge, such certification, Purchaser shall be permitted to withhold Tax representations and warranties are true and correct in all material respects as of the date hereof and as of the Closing Date. (l) evidence of marketing approval from the consideration payable pursuant to this Agreement as required by Section 1445 of the CodeUnited States Federal Drug Administration for Androflo; (9m) subject a transferable, fully paid, exclusive, worldwide license with respect to the Conversion Plan, the Records Androflo and Androgram patents attached to Schedule 1(a) hereto; (except n) a landlord estoppel certificate and assignment agreement with respect to the extent that information contained in Real Property Leases; (o) a letter from the Records relates SAGE Group, Inc. (“SAGE”) releasing Masimo from any obligation or liability with respect to transactions any fees, commissions, expenses or activity that occur other rights SAGE may be entitled to as a result of the Closing; (p) a written notice delivered prior to the Closing Date to each employee of Seller indicating the treatment of outstanding stock options held by such employee; (q) evidence of termination and release of Liens related to the Assets, including without limitation, the liens held by the Bank of Montreal; (r) an letter from Xxxxxxxx Gage Xxxxx regarding certain intellectual property matters of Seller; (s) a form of press release to be issued after the Closing by Seller regarding the sale of the Assets to Masimo; (t) evidence that Seller has sent notices of termination with respect to each distribution agreement to which it is not reasonably practicable a party; (u) a side letter executed by Theratechnologies in a form acceptable to include such information in Masimo; (v) a consent to garnishment executed by the Records as appropriate employee of the Closing, then Seller shall deliver such portion Seller; (w) an executed Notice of the Records as promptly as practicable following the Closing)Assignment of USFDA approvals; and (10x) subject the Disclosure Letter referred to the Conversion Plan, the Loan Documents (except to the extent that information contained in the Loan Documents relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Loan Documents as of the Closing, then Seller shall deliver such portion of the Loan Documents as promptly as practicable following the Closing)Section 10.7.

Deliveries of Seller. (1) At Subject to the Closingfulfillment or written waiver of the conditions set forth in Section 10.2, Seller shall execute and/or deliver the following documents to Purchaser, Buyer all of which shall be in a form reasonably satisfactory to Purchaserthe following: (2a) Certificates evidencing all of the updated Schedules contemplated Shares, properly endorsed by Section 3.3(c)Seller, accompanied by such stock powers and other documents as may be necessary (or reasonably requested by Buyer) to transfer record ownership of such Shares into Buyer's name on the stock transfer books of the Company; (3b) A copy of the officers’ certificates contemplated resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement by Section 10.3(c)Seller, and any other document delivered by Seller hereunder, certified as true and complete, and in full force and effect, by an officer of Seller and dated as of the Closing Date; (4c) a special warranty deed with a covenant against grantor’s acts A certificate duly executed by the President of Seller (or its substantive local law equivalentany other officer of Seller authorized to do so) for each parcel pursuant to which Seller certifies to the fulfillment of the Purchased Real Property together with any real property transfer tax declarations, if required under applicable lawconditions set forth in Sections 10.1(a) through (g) and that all documents to be executed and delivered by Seller at the Closing have been executed by duly authorized officers of Seller; (5d) a seller’s affidavit and GAP undertaking in substantially the form attached as Exhibit 4.2(a)(5) hereto, with such modifications, if any, and such supporting documentation (e.g., organizational documents and confirmation of corporate authority, but not including any modifications or documentation that would impose or require Seller to incur any additional expense or liability) as reasonably may be required by the Purchaser’s title insurance company to enable such company to issue title insurance in respect Resignations of each parcel director and officer of the Purchased Real Property; (6) a duly executed xxxx of sale and assignment and assumption agreement, in substantially the form attached hereto as Exhibit 4.2(a)(6) (the “Xxxx of Sale and Assignment and Assumption Agreement”), evidencing the transfer to Purchaser of the Purchased Assets and Purchaser’s assumption of the Assumed Liabilities; (7) duly executed leases with respect to each Retained ATM in the form substantially as set forth in Exhibit 4.2(a)(7) (the “Retained ATM Leases”); (8) a certification of non-foreign status of Seller, in a form reasonably acceptable to Purchaser, satisfying the requirements of Treasury Regulations Section 1.1445-2(b)(2); provided that if Seller fails to provide such certification, Purchaser shall be permitted to withhold Tax from the consideration payable pursuant to this Agreement as required by Section 1445 of the Code; (9) subject to the Conversion Plan, the Records (except to the extent that information contained in the Records relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Records as of the Closing, then Seller shall deliver such portion of the Records as promptly as practicable following the Closing)Company; and (10e) subject The Closing Statement and a certificate duly executed by the President of Seller (or any other officer of Seller authorized to do so) pursuant to which Seller certifies that each of the Conversion Plan, the Loan Documents Closing Date Balance Sheet (except to the extent that information contained after taking into account any changes set forth in the Loan Documents relates to transactions or activity that occur prior to Closing Statement) and the Closing Statement and it is not reasonably practicable to include such information in the Loan Documents as Accounts Receivable, Net Book Value of the ClosingAccounts Receivable and Tangible Net Worth, then Seller shall deliver such portion of the Loan Documents as promptly as practicable following the Closing)reflected therein, were prepared and calculated in accordance with Section 2.2(b) and are true and correct in all material respects.

Deliveries of Seller. (1) At or prior to the Closing, Seller shall -------------------- deliver to Purchaser the following documents to Purchaserfollowing, all of which shall be in a form satisfactory to counsel to Purchaser and PRG: (a) a copy of the resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement and all related documents and agreements certified by the Secretary of Seller as being true and correct copies of the original thereof; (b) a xxxx of sale conveying the Assets to Purchaser; (c) an assignment of each contract, agreement and lease being assigned to and assumed by Purchaser; (d) a certificate of the President of Seller, dated as of the Closing Date, (i) as to the truth and correctness of the representations and warranties of Seller contained herein; (ii) as to the performance of and compliance by Seller with all covenants contained herein; and (iii) certifying that all conditions precedent of Seller to the Closing have been satisfied; (e) a certificate of the Secretary of Seller certifying as to the incumbency of the directors and officers of Seller and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Seller; (f) a certificate, dated within 20 days of the date of this Agreement, of the Secretary of the State of Delaware establishing that Seller is in existence and is in good standing to transact business in the state of incorporation together with a bring-down telegram related to such certificate dated within three (3) days prior to the Closing Date; (g) certificates dated within 20 days of the date of this Agreement, of the Secretary of State of the jurisdiction of incorporation of each of the Seller Subs that is a corporation establishing that such Seller Sub is in existence and is in good standing to transact business in the state of incorporation; (h) an opinion of counsel to Seller in form and substance reasonably satisfactory to Purchaser:Purchaser and its counsel to the effect set forth in Exhibit 9.1(h); -------------- (2i) all material authorizations, consents, approvals, permits and licenses referred to in Sections 3.3 and 3.5; ------------ --- (j) certificates dated within twenty (20) days of the updated Schedules contemplated date of this Agreement, of the Secretaries of State of Delaware and the states set forth in Exhibit 3.1 to the effect that Seller is qualified to do business and is in good ----------- standing as a foreign corporation in each of such states together with bring- down telegrams dated within three (3) business days prior to the Closing Date related to each such certificates (but only with respect to certificates issued by Section 3.3(cstates that also provide bring-down telegrams); (3k) the officers’ certificates contemplated by Section 10.3(c); (4) a special warranty deed with a covenant against grantor’s acts (or its substantive local law equivalent) for each parcel of the Purchased Real Property together with any real property transfer tax declarations, if required under applicable law; (5) a seller’s affidavit and GAP undertaking in substantially the form attached as Exhibit 4.2(a)(5) hereto, with such modifications, if any, and such supporting documentation (e.g., organizational documents and confirmation of corporate authority, but not including any modifications or documentation that would impose or require Seller to incur any additional expense or liability) as reasonably may be required by the Purchaser’s title insurance company to enable such company to issue title insurance in respect of each parcel of the Purchased Real Property; (6) a duly executed xxxx of sale and assignment and assumption agreement, in substantially the form attached hereto as Exhibit 4.2(a)(6) (the “Xxxx of Sale and Assignment and Assumption Agreement”), evidencing the transfer to Purchaser of the Purchased Assets and Purchaser’s assumption of the Assumed Liabilities; (7) duly executed leases with respect to each Retained ATM in the form substantially as set forth in Exhibit 4.2(a)(7) (the “Retained ATM Leases”); (8) a certification of non-foreign status of Selleran assignment, in a form reasonably acceptable to Purchaser, satisfying of all logos, names, trademarks, service marks and all other proprietary information required for or incidental to the requirements Business or the marketing of Treasury Regulations Section 1.1445-2(b)(2); provided the products and services of the Division other than the tradenames "EquiMed" and "Equivision" and the EquiMed logo; (l) evidence, in form and substance reasonably satisfactory to Purchaser and its counsel, that if Seller fails to provide such certification, Purchaser shall be permitted to withhold Tax from the consideration payable pursuant to this Agreement as divestitures and transfers required by Section 1445 5.12 have occurred; ------------ (m) evidence satisfactory to Purchaser and its counsel that all liens and encumbrances on any of the CodeAssets have been released on or before the Closing Date; (9n) subject an assignment of all security interests and security agreements held by Seller that relate to the Conversion PlanPractices; (o) the sublease referenced in Section 7.11; ------------ (p) the opinions of local counsel referenced in Section 7.12; ------------ (q) a certificate of the President and Chief Financial Officer of Seller stating that there has been no material adverse change in Seller's working capital (defined as current assets, the Records (except to the extent that information contained in the Records relates to transactions or activity that occur prior to excluding cash, less current liabilities) at the Closing and it is not reasonably practicable to include such information in Date from Seller's working capital (as so defined) at the Records as of the Closing, then Seller shall deliver such portion of the Records as promptly as practicable following the Closing); andBalance Sheet Date; (10r) subject the leases referenced in Section 7.9; and ----------- (s) such other instruments and documents as reasonably requested by PRG or Purchaser to carry out and effect the Conversion Plan, the Loan Documents (except to the extent that information contained in the Loan Documents relates to transactions or activity that occur prior to the Closing purpose and it is not reasonably practicable to include such information in the Loan Documents as intent of the Closing, then Seller shall deliver such portion of the Loan Documents as promptly as practicable following the Closing)this Agreement.

Deliveries of Seller. (1) At the Closing, Seller shall deliver the following documents to Purchaser, all of which shall be in a form reasonably satisfactory to PurchaserBuyer: (2a) certificates from the updated Schedules contemplated by Section 3.3(c)Secretary of State of the State of Delaware dated within ten (10) Business Days of the Closing Date confirming the due organization and good standing of Seller and the Company; (3b) certificates from the officers’ certificates contemplated by Section 10.3(c)Secretary of State of the State of California dated within ten (10) Business Days of the Closing Date confirming the due qualification and good standing of the Company; (4) a special warranty deed with a covenant against grantor’s acts (or its substantive local law equivalent) for each parcel of the Purchased Real Property together with any real property transfer tax declarations, if required under applicable law; (5) a seller’s affidavit and GAP undertaking in substantially the form attached as Exhibit 4.2(a)(5) hereto, with such modifications, if any, and such supporting documentation (e.g., organizational documents and confirmation of corporate authority, but not including any modifications or documentation that would impose or require Seller to incur any additional expense or liability) as reasonably may be required by the Purchaser’s title insurance company to enable such company to issue title insurance in respect of each parcel of the Purchased Real Property; (6c) a duly executed xxxx assignment of sale and assignment and assumption agreementthe LLC Interests, substantially in substantially the form attached hereto as set forth on Exhibit 4.2(a)(6) (the “Xxxx of Sale and Assignment and Assumption Agreement”), evidencing the transfer to Purchaser of the Purchased Assets and Purchaser’s assumption of the Assumed LiabilitiesB; (7d) duly executed leases with respect a cross receipt acknowledging receipt of the Closing Date Purchase Price payable at Closing pursuant to each Retained ATM Section 2.1; (e) a certificate from an authorized officer of Seller, dated as of the Closing Date, to the effect that the conditions set forth in Sections 7.3(a) through 7.3(c) have been satisfied; (f) resignations or terminations of all of the form substantially officers, directors and managers of the Company, effective as of the Closing Date; (g) evidence of the approvals of the Governmental Entities required of Seller or the Company, and the receipt of any Third-Party Approvals and Permits, all as set forth in Exhibit 4.2(a)(7) (the “Retained ATM Leases”)Schedule 3.5; (8) h) a duly completed and executed certification of non-foreign and non-disregarded entity status of Seller, in a form reasonably acceptable pursuant to Purchaser, satisfying the requirements of Treasury Regulations Section 1.1445-2(b)(2)) of the Department of Treasury regulations; (i) a certificate from an authorized representative of Seller, dated as of the Closing Date, attaching a complete copy of the limited liability company agreement of the Company as in effect on the Closing Date; (j) a duly completed and executed California Real Estate Withholding Certificate (Form 593-C) with respect to the real property and the real property interests that are the subject of the Real Property Agreements; (k) the original minute books, membership records, and all other company, business, tax and financial files and records, and seals (if any) of the Company in its possession; (l) the Transition Services Agreement; (m) a copy of the Executive Agreement; provided that if and (n) such other agreements, consents, documents and instruments as are reasonably required to be delivered by Seller fails at or prior to provide such certification, Purchaser shall be permitted to withhold Tax from the consideration payable Closing Date pursuant to this Agreement or otherwise reasonably required in connection herewith, including all such other instruments as required by Section 1445 Buyer or its counsel may reasonably request in connection with the purchase of the Code; (9) subject to the Conversion Plan, the Records (except to the extent that information contained in the Records relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Records as of the Closing, then Seller shall deliver such portion of the Records as promptly as practicable following the Closing); and (10) subject to the Conversion Plan, the Loan Documents (except to the extent that information contained in the Loan Documents relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Loan Documents as of the Closing, then Seller shall deliver such portion of the Loan Documents as promptly as practicable following the Closing)LLC Interests contemplated hereby.

Deliveries of Seller. (1) At the Closing, Seller shall will deliver or cause to be delivered to Purchaser the following documents to Purchaser(collectively, all of which shall be in a form reasonably satisfactory to Purchaser:the “Seller Deliverables”): (2) the updated Schedules contemplated by Section 3.3(c); (3) the officers’ certificates contemplated by Section 10.3(c); (4) a special warranty deed with a covenant against grantor’s acts (or its substantive local law equivalent) for each parcel of the Purchased Real Property together with any real property transfer tax declarations, if required under applicable law; (5) a seller’s affidavit and GAP undertaking in substantially the form attached as Exhibit 4.2(a)(5) hereto, with such modifications, if any, and such supporting documentation (e.g., organizational documents and confirmation of corporate authority, but not including any modifications or documentation that would impose or require Seller to incur any additional expense or liability) as reasonably may be required by the Purchaser’s title insurance company to enable such company to issue title insurance in respect of each parcel of the Purchased Real Property; (6i) a duly executed xxxx counterpart of sale and assignment and assumption agreement, the License Agreement; (ii) a duly executed counterpart of the Assumption Agreement; (iii) a duly executed counterpart of Xxxx of Sale; (iv) a duly executed counterpart of the General Assignment; (v) a duly executed counterpart of the Intellectual Property Assignment; (vi) a duly executed counterpart of the Transition Services Agreement; (vii) a legal opinion from counsel to the Seller in substantially the form attached hereto as Exhibit 4.2(a)(6) (the “Xxxx of Sale and Assignment and Assumption Agreement”), evidencing the transfer to Purchaser of the Purchased Assets and Purchaser’s assumption of the Assumed LiabilitiesH; (7viii) duly executed leases with respect the third party consents listed on Schedule 4.2(a)(viii) hereof; (ix) a certificate of good standing of the Delaware Secretary of State as to each Retained ATM Seller, which will be dated not more than ten (10) days prior to the Closing Date; (x) a certificate of an officer of Seller certifying that its Organizational Documents, as certified and as delivered at the Closing, have not been amended or rescinded since the date of such certification and remain in full force and effect at the form substantially as Closing Date; (xi) subject to Section 4.5, evidence that all Non-Transferred Contracts set forth in Exhibit 4.2(a)(7on Schedule 4.2(a)(xi) hereof have been terminated (the “Retained ATM LeasesTerminated Contracts”); (8) a certification of nonxii) subject to Section 4.6, evidence that all Non-foreign status of Seller, Transferred Contracts set forth on Schedule 4.2(a)(xii) hereof have been modified in a form reasonably acceptable to Purchaser, satisfying the requirements of Treasury Regulations manner described in Section 1.1445-2(b)(26.3 below (“Modified Contracts”); provided that if Seller fails to provide such certification, Purchaser shall be permitted to withhold Tax from the consideration payable pursuant to this Agreement as required by Section 1445 of the Code; (9xiii) subject evidence that all Liens set forth on Schedule 4.2(a)(xiii) hereof have been terminated; (xiv) evidence that all current employees (other than administrative employees) have entered into a valid and binding Contract with Seller sufficient to the Conversion Plan, the Records (except to the extent that information contained vest title in Seller of all Transferred Intellectual Property created by such employees in the Records relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information scope of their employment with Seller in the Records form attached hereto as of the Closing, then Seller shall deliver such portion of the Records as promptly as practicable following the ClosingSchedule 4.2(a)(xiv); and (10xv) subject such other duly executed documents, instruments and certificates as may be reasonably required to be delivered by Seller pursuant to the Conversion Plan, the Loan Documents (except to the extent that information contained in the Loan Documents relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Loan Documents as terms of the Closing, then Seller shall deliver such portion of the Loan Documents as promptly as practicable following the Closing)this Agreement.

Deliveries of Seller. (1) At Seller is, concurrently with the Closingexecution and delivery hereof, Seller shall deliver delivering to Buyer the following documents to Purchaser, all of which shall be in a form reasonably satisfactory to Purchaserfollowing: (2i) share certificates representing the updated Schedules contemplated Shares accompanied by Section 3.3(cduly executed stock transfer forms in favor of Buyer and powers of attorney in respect of the right attached to the Shares (in either case, if requested by Buyer, with signatures thereon duly guaranteed) and any other documents that are necessary to transfer to Buyer good and marketable title to the Shares, free and clear of any Liens; (ii) written resignations of all directors of the Company and such officers of the Company as were specified by Buyer to Seller on or before the date hereof (including acknowledgments of such directors and officers that they have no claims outstanding for compensation (other than regularly scheduled compensation payments owed to such Persons who are employees) or otherwise or for any payment under the U.K. Employment Rights Act 1996); (3iii) the officers’ certificates contemplated minute books, ledgers and stock transfer books of the Company; (iv) such other instruments of assignment, conveyance and transfer as shall reasonably be requested by Section 10.3(cBuyer to effect or evidence the sale, assignment, conveyance, transfer and delivery of the Business Intellectual Property to Buyer, free and clear of any Liens (other than Permitted Liens); (4v) evidence of a special warranty deed with a covenant against grantor’s acts (or its substantive local law equivalent) for each parcel meeting of the Purchased Real Property together with any real property transfer tax declarations, if required under applicable law; (5) a seller’s affidavit and GAP undertaking in substantially the form attached as Exhibit 4.2(a)(5) hereto, with such modifications, if any, and such supporting documentation (e.g., organizational documents and confirmation Board of corporate authority, but not including any modifications or documentation that would impose or require Seller to incur any additional expense or liability) as reasonably may be required by the Purchaser’s title insurance company to enable such company to issue title insurance in respect of each parcel Directors of the Purchased Real Property; (6) a duly executed xxxx of sale and assignment and assumption agreement, in substantially the form attached hereto as Exhibit 4.2(a)(6) (the “Xxxx of Sale and Assignment and Assumption Agreement”), evidencing the transfer to Purchaser of the Purchased Assets and Purchaser’s assumption of the Assumed Liabilities; (7) duly executed leases with respect to each Retained ATM in the form substantially as set forth in Exhibit 4.2(a)(7) (the “Retained ATM Leases”); (8) a certification of non-foreign status of Seller, in a form reasonably acceptable to Purchaser, satisfying the requirements of Treasury Regulations Section 1.1445-2(b)(2); provided that if Seller fails to provide such certification, Purchaser shall be permitted to withhold Tax from the consideration payable pursuant to this Agreement as required by Section 1445 of the Code; (9) subject to the Conversion Plan, the Records (except to the extent that information contained in the Records relates to transactions or activity that occur Company held prior to the Closing date hereof at which (A) the transfer of the Shares to Buyer or its designee was approved, (B) the resignations referred to in Section 4.1(ii) were accepted and it is not reasonably practicable to include (C) such information in Persons as were designated by Buyer were appointed as directors and officers of the Records Company effective as of the Closing, then Seller shall deliver such portion of the Records as promptly as practicable following the Closing)date hereof; and (10vi) subject all other instruments, agreements and documents required to the Conversion Plan, the Loan Documents (except to the extent that information contained in the Loan Documents relates to transactions be delivered by Seller at or activity that occur prior to the Closing and it is not reasonably practicable date hereof pursuant to include such information in the Loan Documents as of the Closing, then Seller shall deliver such portion of the Loan Documents as promptly as practicable following the Closing)this Agreement.

Deliveries of Seller. at the Closing of the Transfer of the Regulatory --------------------------------------------------------------------- Assets. ------ (1A) At On the ClosingPost-Closing Transfer Date, Seller the Corporation shall deliver to the following documents Buyer a separate letter to Purchaserthe FDA substantially in the form of Exhibit 6.2(A) (on the Corporation's letterhead), all of which shall be in a form reasonably satisfactory to Purchaser: (2) the updated Schedules contemplated executed by Section 3.3(c); (3) the officers’ certificates contemplated by Section 10.3(c); (4) a special warranty deed with a covenant against grantor’s acts (or its substantive local law equivalent) for each parcel an authorized officer of the Purchased Real Property together Corporation and complying with any real property transfer tax declarationsrelevant FDA laws and policy, if required under applicable law; (5) a seller’s affidavit and GAP undertaking in substantially the form attached as Exhibit 4.2(a)(5) hereto, with such modifications, if any, and such supporting documentation (e.g., organizational documents and confirmation of corporate authority, but not including any modifications or documentation that would impose or require Seller to incur any additional expense or liability) as reasonably may be required by the Purchaser’s title insurance company to enable such company to issue title insurance in respect of each parcel of the Purchased Real Property;categories of Regulatory Assets listed in Section (10) of Exhibit 1.1 (6A) a duly executed xxxx assigning to the Buyer all of sale the Corporation's right, title and assignment interest in and assumption agreement, in substantially to all of such Regulatory Assets. (B) A certificate of the form attached hereto Corporation signed by the President or any Vice President and by the Secretary or any Assistant Secretary of the Corporation certifying that the representations and warranties of the Corporation made herein regarding the Regulatory Assets and the MRP System Current Products were true and correct as Exhibit 4.2(a)(6) (of the “Xxxx date of Sale this Agreement and Assignment are true and Assumption Agreement”), evidencing correct as of the date of transfer to Purchaser the Buyer of the Purchased Assets Regulatory Assets, and Purchaser’s assumption of that the Assumed Liabilities; (7) duly executed leases Corporation has performed and complied with respect to each Retained ATM in the form substantially as set forth in Exhibit 4.2(a)(7) (the “Retained ATM Leases”); (8) a certification of non-foreign status of Seller, in a form reasonably acceptable to Purchaser, satisfying the requirements of Treasury Regulations Section 1.1445-2(b)(2); provided that if Seller fails to provide such certification, Purchaser shall be permitted to withhold Tax from the consideration payable pursuant to all covenants and agreements required by this Agreement as required to be performed or complied with by Section 1445 of the Code; (9) subject to the Conversion Plan, the Records (except to the extent that information contained in the Records relates to transactions or activity that occur Corporation prior to the Closing and it is not reasonably practicable date of transfer to include such information in the Records as Buyer of the ClosingRegulatory Assets. (C) Such executed assignments, then Seller bills of sale, endorsements, notices, consents, assurances and such other instruments of conveyance and transfer as counsel to the Buyer shall deliver such portion reasonably request and as shall be effective to vest in Buyer good, valid and indefeasible title to all of the Records as promptly as practicable following Regulatory Assets and the Closing); and (10) subject MRP System Current Products, and to effectuate the Conversion Plan, the Loan Documents (except to the extent that information contained in the Loan Documents relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Loan Documents as consummation of the Closing, then Seller shall deliver such portion of the Loan Documents as promptly as practicable following the Closing)transactions contemplated by this Agreement.

Deliveries of Seller. (1) At the Closing, Seller shall deliver deliver, or cause each of the following documents LIG Companies to Purchaserdeliver, all of which shall be in a form reasonably satisfactory to PurchaserBuyer: (2a) certificates confirming (i) the updated Schedules contemplated by Section 3.3(c)due and valid incorporation or organization of each of the LIG Companies and (ii) the good standing of each of the LIG Companies from the secretary of state of the jurisdiction in which they are incorporated or organized, each dated within ten (10) Business Days of the Closing Date; (3b) certificates (i) confirming the officers’ certificates contemplated by Section 10.3(c)due qualification, authority to do business and good standing of each of the LIG Companies not incorporated or organized in the State of Louisiana from the Louisiana Secretary of State and (ii) from the Louisiana Department of Revenue and Taxation confirming that each of the LIG Companies is in "good standing" with the Louisiana Department of Revenue and Taxation each dated within ten (10) days of Closing Date; (4c) a special warranty deed with a covenant against grantor’s acts certificates representing one hundred percent (or its substantive local law equivalent100%) for each parcel of the Purchased Real Property together shares of capital stock or other equity interests (if certificated) of each of the LIG Companies, with any real property transfer tax declarations, if required under applicable lawthe certificates for the Shares duly endorsed or accompanied by stock powers duly executed in blank or duly executed instruments of transfer; (5d) a seller’s affidavit and GAP undertaking in substantially the form attached as Exhibit 4.2(a)(5) hereto, with such modifications, if any, and such supporting documentation (e.g., organizational documents and confirmation of corporate authority, but not including any modifications or documentation that would impose or require Seller to incur any additional expense or liability) as reasonably may be required by the Purchaser’s title insurance company to enable such company to issue title insurance in respect of each parcel cross receipt acknowledging receipt of the Purchased Real PropertyPurchase Price; (6e) a duly executed xxxx certificate from an authorized officer of sale Seller, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.3(a) and assignment Section 7.3(b) have been satisfied; (f) resignations of all of the directors of each LIG Company that is a corporation, and assumption agreementresignations of the managers of each LIG Company that is a limited liability company, and resignations of all officers of each of the LIG Companies (of their office but not employment) effective as of Closing; (g) written confirmation that all inter-company and Affiliate transactions (except for those listed on Schedule 6.13) involving a LIG Company and any AEP Affiliate have been terminated in substantially accordance with the terms of this Agreement; (h) the minute books, stock or membership records, and all other company, business, tax and financial files and records, and seals of each of the LIG Companies; (i) evidence of the approvals of the Governmental Entities required of Seller and each of the LIG Companies, as set forth on Schedule 3.4 and Schedule 4.3; (j) all premises occupied by any LIG Company, all computer systems and files maintained by any LIG Company and all other property of any LIG Company; (k) the Guarantee of American Electric Power Company, Inc., ("AEP") in the form attached hereto as Exhibit 4.2(a)(6B; (l) any documents required to vest in the LIG Companies the rights and benefits available under the TRC Arrangements pursuant to the provisions of Section 6.21; (m) the “Xxxx Transition Services Agreement, executed by Seller; (n) evidence of Sale and Assignment and Assumption Agreement”), evidencing the transfer to Purchaser the appropriate LIG Companies, in form and substance reasonably satisfactory to Buyer, of the Purchased Assets and Purchaser’s assumption assets held by any Affiliate of the Assumed LiabilitiesLIG Companies that are to be transferred in accordance with, and subject to the limitations set forth in Section 6.22 hereof. (o) such other agreements, consents, documents and instruments as are reasonably required to be delivered by Seller at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably required in connection herewith, including all such other instruments as Buyer or its counsel may reasonably request in connection with the purchase of the Shares contemplated hereby; (7p) duly executed leases with respect an opinion of Seller's counsel, as to each Retained ATM in the form substantially as matters set forth in Exhibit 4.2(a)(7) (the “Retained ATM Leases”Schedule 2.5(c); (8) a certification of non-foreign status of Seller, in a form customary for transactions of this type and reasonably acceptable to Purchaser, satisfying the requirements of Buyer and Buyer's counsel; (q) a certificate in accordance with applicable Treasury Regulations Section 1.1445-2(b)(2); provided that if Seller fails to provide such certification, Purchaser shall be permitted to withhold Tax from the consideration payable issued pursuant to this Agreement as required by Section 1445 of the Code; (9) subject to the Conversion Plan, the Records (except to the extent Code stating that information contained in the Records relates to transactions or activity that occur prior to the Closing and it Seller is not reasonably practicable to include such information in a "foreign person" (the Records as of the Closing, then Seller shall deliver such portion of the Records as promptly as practicable following the Closing"FIRPTA Certificate"); and (10r) subject copies of recorded releases, reasonably acceptable to the Conversion PlanBuyer, the Loan Documents (except to the extent that information contained in the Loan Documents relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Loan Documents as of the Closing, then Seller shall deliver such portion of Caddis Financing and all other indebtedness (other than indebtedness reflected on the Loan Documents Financial Statements as promptly as practicable following capitalized leases) and Liens affecting the Closing)LIG Companies or the assets thereof.

Deliveries of Seller. (1) At the Closing, Seller and Company shall deliver the following documents to Purchaser: (i) a certificate of good standing for each of Seller and the Company issued within five (5) days of the Closing Date by the Secretary of State of Delaware; (ii) a true, all accurate and complete copy of (A) the Restated Operating Agreement, executed by Seller, and which shall be consistent with the terms and conditions set forth in Exhibit A and otherwise in form and substance mutually agreed to between Seller and Purchaser, and (B) each other Seller Document, in each case duly executed by Seller and/or the Company, as the case may be; (iii) a true, accurate and complete copy of the fully executed Assignment Document, including the Embraer Consent, together with a true, accurate and complete original copy of each of the other Embraer Contracts; (iv) all consents, assignments, authorizations and approvals necessary for Seller and the Company to consummate in full the transactions contemplated by this Agreement, each duly executed and in a form reasonably satisfactory to Purchaser: (2) the updated Schedules contemplated by Section 3.3(c); (3v) a certificate of a duly authorized officer of Seller certifying as true and correct the following: (A) the officers’ certificates incumbency and specimen signature of each officer of Seller and Company executing this Agreement or any Seller Document; (B) a copy of the resolutions of the board of directors of Seller authorizing the execution, delivery and performance by Seller and/or the Company, as the case may be, of this Agreement, the Restated Operating Agreement, the Embraer Consent, the Assignment Document, the other Seller Documents, and all transactions contemplated hereby and thereby, and (C) a copy of the resolutions of the Manager and sole member of the Company authorizing the execution, delivery and performance by Section 10.3(c);the Company of this Agreement, the Restated Operating Agreement, the Seller Documents to which the Company is or will be a party, and all transactions contemplated hereby and thereby; and (4vi) a special warranty deed with a covenant against grantor’s acts (all other documents required to be delivered by Seller or its substantive local law equivalent) for each parcel of the Purchased Real Property together with any real property transfer tax declarations, if required under applicable law; (5) a seller’s affidavit and GAP undertaking in substantially the form attached as Exhibit 4.2(a)(5) hereto, with such modifications, if any, and such supporting documentation (e.g., organizational documents and confirmation of corporate authority, but not including any modifications or documentation that would impose or require Seller to incur any additional expense or liability) as reasonably may be required by the Purchaser’s title insurance company to enable such company to issue title insurance in respect of each parcel of the Purchased Real Property; (6) a duly executed xxxx of sale and assignment and assumption agreement, in substantially the form attached hereto as Exhibit 4.2(a)(6) (the “Xxxx of Sale and Assignment and Assumption Agreement”), evidencing the transfer Company to Purchaser of the Purchased Assets and Purchaser’s assumption of the Assumed Liabilities; (7) duly executed leases with respect to each Retained ATM in the form substantially as set forth in Exhibit 4.2(a)(7) (the “Retained ATM Leases”); (8) a certification of non-foreign status of Seller, in a form reasonably acceptable to Purchaser, satisfying the requirements of Treasury Regulations Section 1.1445-2(b)(2); provided that if Seller fails to provide such certification, Purchaser shall be permitted to withhold Tax from the consideration payable pursuant to this Agreement as required by Section 1445 of the Code; (9) subject to the Conversion Plan, the Records (except to the extent that information contained in the Records relates to transactions at or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Records as of the Closing, then Seller shall deliver such portion of the Records as promptly as practicable following the Closing); and (10) subject pursuant to the Conversion Plan, the Loan Documents (except to the extent that information contained in the Loan Documents relates to transactions terms of this Agreement or activity that occur prior to the Closing and it is not as Purchaser may otherwise reasonably practicable to include such information in the Loan Documents as of the Closing, then Seller shall deliver such portion of the Loan Documents as promptly as practicable following the Closing)request.

Deliveries of Seller. (1) At Subject to the fulfillment or waiver of the conditions set forth in Section 8.2, at the Closing, Seller shall deliver or cause to be delivered each of the following documents to Purchaser, all of which shall be in a form reasonably satisfactory to PurchaserGolden Minerals and Buyer: (2a) An irrevocable letter from Seller, properly executed by the updated Schedules contemplated by representative of Seller referenced in Section 3.3(c2.3(b), to the Company instructing that the MEQ Shares be transferred to Buyer pursuant to this Agreement and instructing the secretary or other authorized representative of the Company to update the shareholders register of the Company to remove Seller and replace it with Buyer as the registered owner of the MEQ Shares; (3b) A copy of the officers’ certificates contemplated by Section 10.3(c)power of attorney of the representative of Seller with sufficient authority to sell and transfer the MEQ Shares; (4c) a special warranty deed with a covenant against grantor’s acts (or its substantive local law equivalent) for each parcel The Registration Rights Agreement, duly executed by an authorized officer of the Purchased Real Property together with any real property transfer tax declarations, if required under applicable law;Seller. (5d) a seller’s affidavit and GAP undertaking The lock-up agreement in substantially the form attached as Exhibit 4.2(a)(5) hereto, with such modifications, if any, and such supporting documentation (e.g., organizational documents and confirmation of corporate authority, but not including any modifications or documentation that would impose or require Seller to incur any additional expense or liability) as reasonably may be required by the Purchaser’s title insurance company to enable such company to issue title insurance in respect of each parcel of the Purchased Real Property; (6) a duly executed xxxx of sale and assignment and assumption agreement, in substantially the form attached hereto as Exhibit 4.2(a)(6) D (the “Xxxx of Sale and Assignment and Assumption Lock-Up Agreement”), evidencing duly executed by an authorized officer of Seller, or such other Person as Seller has designated as the transfer to Purchaser recipient of the Purchased Assets Golden Minerals Shares. (e) The standstill agreement in the form attached hereto as Exhibit E (the “Standstill Agreement”), duly executed by an authorized officer of Hochschild. (f) A certificate issued by the secretary or an assistant secretary of Seller, dated the Closing Date, in form and Purchaser’s assumption substance reasonably satisfactory to Buyer, certifying (i) the resolutions of the Assumed Liabilitiesboard of directors of Seller authorizing the execution and performance of this Agreement and the transactions contemplated hereby, and (ii) the incumbency and signatures of the authorized signatory of Seller executing this Agreement; (7g) duly executed leases All consents, waivers or approvals obtained by Seller with respect to each Retained ATM in the form substantially as set forth in Exhibit 4.2(a)(7) (consummation of the “Retained ATM Leases”)transactions contemplated by this Agreement; (8) h) A letter from each representative of Seller that is serving as a certification of non-foreign status of Seller, in a form reasonably acceptable to Purchaser, satisfying the requirements of Treasury Regulations Section 1.1445-2(b)(2); provided that if Seller fails to provide such certification, Purchaser shall be permitted to withhold Tax from the consideration payable pursuant to this Agreement as required by Section 1445 director or alternate director of the Code; (9) subject to Company resigning such position with the Conversion Plan, the Records (except to the extent that information contained in the Records relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Records as of the Closing, then Seller shall deliver such portion of the Records as promptly as practicable following the Closing)Company; and (10i) subject to the Conversion PlanThe certificate contemplated by Section 8.1(b), the Loan Documents (except to the extent that information contained in the Loan Documents relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Loan Documents as of the Closing, then Seller shall deliver such portion of the Loan Documents as promptly as practicable following the Closing)duly executed by Seller.

Deliveries of Seller. (1) At the Closing, Seller shall will deliver or cause to be delivered to Buyer the following documents to Purchaserfollowing: (a) a bill of sale in xxx form attached hereto as Schedule 3.4(a), all and such other assignments, certificates of which shall be title and instruments of conveyance as Buyer may reasonably require, in a form reasonably satisfactory to Purchaser: (2) the updated Schedules contemplated by Section 3.3(c); (3) the officers’ certificates contemplated by Section 10.3(c); (4) a special warranty deed with a covenant against grantor’s acts (or its substantive local law equivalent) for each parcel of the Purchased Real Property together with any real property transfer tax declarationsBuyer, if required under applicable law; (5) a seller’s affidavit and GAP undertaking in substantially the form attached as Exhibit 4.2(a)(5) hereto, with such modifications, if any, and such supporting documentation (e.g., organizational documents and confirmation of corporate authority, but not including any modifications or documentation that would impose or require Seller to incur any additional expense or liability) as reasonably may be required by the Purchaser’s title insurance company to enable such company to issue title insurance in respect of each parcel of the Purchased Real Property; (6) a duly executed xxxx of sale by Seller; (b) an Assignment and assignment and assumption agreementAssumption Agreement, in substantially the form attached hereto as Exhibit 4.2(a)(6Schedule 3.4 (b) (the “Xxxx of Sale and "Assignment and Assumption Agreement”"), evidencing duly executed by Seller, assigning to Buyer all of Seller's right, title and interest in and to the transfer Assumed Contracts, together with consents satisfactory to Purchaser Buyer from the parties to the Assumed Contracts to the assignment of such contracts to Buyer, or Seller will deliver to Buyer such documentation Buyer reasonably requests to assure Buyer that Buyer will receive the Purchased Assets and Purchaser’s assumption benefits of any of the Assumed Liabilities; Contracts for which Seller has not obtained appropriate consents to assignment; (7c) an Employment Agreement and Stock Option Agreement with Jarrett, in the xxxx xxtached as Schedule 3.4(c), duly executed leases with respect to each Retained ATM in the form substantially as set forth in Exhibit 4.2(a)(7) by Jarrett (the “Retained ATM Leases”"Jaxxxxx Xgreemenxx"); ; (8) d) an Employment Agreement and Stock Option Agreement with Brad Jacobs ("Jaxxxx"), xx the xxxx attached as Schedule 3.4(d), duly executed by Jacobs (the "Jacxxx Agrexxxxxx"); (e) a certification of non-foreign status certificate from the Secretary of Seller, in a form reasonably acceptable satisfactory to PurchaserBuyer, satisfying setting forth the requirements resolutions adopted by the Board of Treasury Regulations Section 1.1445-2(b)(2); provided that if Directors and the shareholders of Seller fails to provide such certification, Purchaser shall be permitted to withhold Tax from authorizing the consideration payable pursuant to execution and delivery by Seller of this Agreement as required and all documents to be executed in connection with this Agreement and the taking by Section 1445 Seller of any and all actions necessary or advisable to consummate the Code; transactions contemplated in this Agreement; (9f) subject to the Conversion Plan, the Records (except to the extent that information contained in the Records relates to transactions or activity that occur prior to a certificate dated the Closing Date signed by an authorized officer of Seller certifying that the conditions specified in Paragraphs 3.2(a), (b), (c) and it (e) have been fulfilled and that there is not reasonably practicable to include such information in the Records as of the Closing, then Seller shall deliver such portion of the Records as promptly as practicable following the Closing); and (10) subject to the Conversion Plan, the Loan Documents (except to the extent that information contained in the Loan Documents relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Loan Documents as of the Closing, then Seller shall deliver such portion of the Loan Documents as promptly as practicable following the Closing).no litigation under Paragraph 3.2

Deliveries of Seller. (1) At the Closing, Seller shall deliver to Purchaser the following documents to Purchaserfollowing, all of which shall be in a form reasonably satisfactory to counsel to Purchaser: (2a) a copy of the resolutions of the Board of Directors and of the shareholders of Seller authorizing the execution, delivery and performance of this Agreement and all related documents and agreements to be executed by Seller in connection therewith; (b) a certificate of the Secretary of Seller certifying as to the incumbency of the directors and officers of Seller, certifying as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Seller, and certifying that certain documents provided to Purchaser, including Seller's Articles of Incorporation and Bylaws and the resolutions referred to in subsection (a) above, are true and correct copies of the originals thereof; (c) a certificate of the President of Seller, dated as of the Closing Date, as to (i) the updated Schedules contemplated truth and correctness of the representations and warranties of Seller contained herein; (ii) the performance of and compliance by Section 3.3(cSeller with all covenants contained herein; and (iii) the satisfaction of all conditions precedent of Seller contained herein; (d) a certificate, dated within ten (10) days of the Closing Date, of the Secretary of the State of California establishing that Seller is in existence and is in good standing to transact business in its state of incorporation; (e) an opinion of counsel to Seller opining as to the execution and delivery of this Agreement and the other documents and agreements to be executed pursuant hereto, the good standing and authority of Seller, the enforceability of this Agreement and the other agreements and documents to be executed in connection herewith, and other matters reasonably requested by Purchaser; (f) a Bill of Sale executed by Seller in the form of EXHIBIT A; (x) an Assignment and Assumption Agreement executed by Seller in the form of EXHIBIT B (the "Assignment and Assumption Agreement"); (3h) the officers’ certificates contemplated by Section 10.3(c)all authorizations, consents, approvals, permits and licenses referred to in SECTION 6.5; (4i) a special warranty deed with a covenant against grantor’s acts (or its substantive local law equivalent) for each parcel of the Purchased Real Property together with any real property transfer tax declarations, if required under applicable lawAmendment Statements executed by IGC and Leeds; (5j) a seller’s affidavit and GAP undertaking an Assignment of Trademarks executed by Seller in substantially the form attached as Exhibit 4.2(a)(5) hereto, with such modifications, if any, and such supporting documentation (e.g., organizational documents and confirmation of corporate authority, but not including any modifications or documentation that would impose or require Seller to incur any additional expense or liability) as reasonably may be required by the Purchaser’s title insurance company to enable such company to issue title insurance in respect of each parcel of the Purchased Real PropertyEXHIBIT C; (6k) a duly executed xxxx of sale and assignment and assumption agreement, in substantially the form attached hereto as Exhibit 4.2(a)(6) (the “Xxxx of Sale and Assignment and Assumption Agreement”), evidencing the transfer to Purchaser of the Purchased Assets and Purchaser’s assumption of the Assumed LiabilitiesEmployee Releases; (7l) duly executed leases with respect to each Retained ATM in the form substantially as set forth in Exhibit 4.2(a)(7) (the “Retained ATM Leases”); (8) a certification of non-foreign status of Seller, in a form reasonably acceptable to Purchaser, satisfying the requirements of Treasury Regulations Section 1.1445-2(b)(2); provided that if Seller fails to provide such certification, Purchaser shall be permitted to withhold Tax from the consideration payable pursuant to this Agreement as required by Section 1445 of the Code; (9) subject to the Conversion Plan, the Records (except to the extent that information contained in the Records relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Records as of the Closing, then Seller shall deliver such portion of the Records as promptly as practicable following the Closing)Prepayments Statements; and (10m) subject such other instruments and documents as reasonably requested by Purchaser to carry out and effect the Conversion Plan, the Loan Documents (except to the extent that information contained in the Loan Documents relates to transactions or activity that occur prior to the Closing purpose and it is not reasonably practicable to include such information in the Loan Documents as intent of the Closing, then Seller shall deliver such portion of the Loan Documents as promptly as practicable following the Closing)this Agreement.

Deliveries of Seller. (1) At On the ClosingClosing Date, Seller shall deliver to the following documents to Purchaser, all of which shall be in a form reasonably satisfactory to PurchaserDIC Parties: (2a) A receipt duly issued by Seller for the updated Schedules contemplated by Section 3.3(c); (3) the officers’ certificates contemplated by Section 10.3(c); (4) a special warranty deed with a covenant against grantor’s acts (or its substantive local law equivalent) for each parcel payment of the Purchased Real Property together with any real property transfer tax declarations, if required under applicable law; (5) a seller’s affidavit and GAP undertaking in substantially the form attached as Exhibit 4.2(a)(5) hereto, with such modifications, if any, and such supporting documentation (e.g., organizational documents and confirmation of corporate authority, but not including any modifications or documentation that would impose or require Seller to incur any additional expense or liability) as reasonably may be required by the Purchaser’s title insurance company to enable such company to issue title insurance in respect of each parcel portion of the Purchased Real Property; (6) a duly executed xxxx of sale and assignment and assumption agreementPurchase Price referenced in Section 2.3, substantially in substantially the form attached hereto as Exhibit 4.2(a)(6) (the “Xxxx of Sale and Assignment and Assumption Agreement”), evidencing the transfer to Purchaser of the Purchased Assets and Purchaser’s assumption of the Assumed Liabilities; (7) duly executed leases with respect to each Retained ATM in the form substantially as set forth in Exhibit 4.2(a)(7) (the “Retained ATM Leases”8.2(a); (8) a certification b) Subject to Section 6.10, letters of non-foreign status of Sellerresignation, in a form reasonably acceptable to Purchaser, satisfying the requirements of Treasury Regulations Section 1.1445-2(b)(2); provided that if Seller fails to provide such certification, Purchaser shall be permitted to withhold Tax from the consideration payable pursuant to this Agreement effective as required by Section 1445 of the CodeClosing Date, of each Seller Director from each position each such Seller Director occupies with respect to the Company or Cellcom, and any such other writing that otherwise removes said directors from such positions in accordance with the Cellcom JV Agreement, Cellcom's articles of association and/or the Equity Rights Agreements; (9c) subject The documents required to be delivered pursuant to Sections 7.2(a), (b) and (c); (d) A mutual release pursuant to Section 13.18 ("Mutual Release") duly executed by Seller; (e) Copies of the Conversion Plan, the Records Required Regulatory Approvals described in Section 7.1(b) (except to the extent that information contained in deliverable); (f) A certificate of the Records relates to transactions secretary or activity that occur prior to the Closing an assistant secretary of each of Seller and it is not reasonably practicable to include such information in the Records Seller Parent dated as of the Closing, then Seller shall deliver such portion Closing Date certifying resolutions of the Records as promptly as practicable following board of directors of each of Seller and Seller Parent approving and authorizing the Closingexecution, delivery and performance by Seller and Seller Parent of this Agreement and the Acquisition Documents, and, to the extent applicable, the consummation of the transactions contemplated hereby and thereby and that such resolutions were duly adopted and are in full force and effect (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Seller); and (10g) subject An assignment and assumption agreement, duly executed by Seller validly assigning all of Seller's rights, interests, duties and obligations under the Shareholders Agreement and the Option Agreement to Purchaser (the Conversion Plan, the Loan Documents (except to the extent that information contained in the Loan Documents relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Loan Documents as of the Closing, then Seller shall deliver such portion of the Loan Documents as promptly as practicable following the Closing"Assignment Agreement").

Deliveries of Seller. Subject to completion of the notarization (1Beurkundung) At of the ClosingAmended Articles, Seller shall deliver to Buyer, or cause the delivery to Buyer of the following documents to Purchaser, all of which shall be in a form reasonably satisfactory to Purchaserat Closing: (2a) the updated Schedules contemplated by Section 3.3(c); (3) the officers’ certificates contemplated by Section 10.3(c); (4) a special warranty deed with a covenant against grantor’s acts (or its substantive local law equivalent) for each parcel of the Purchased Real Property together with any real property transfer tax declarationsA discharge resolution as well as resignation and release, if required under applicable law; (5) a seller’s affidavit and GAP undertaking substantially in substantially the form attached as Exhibit 4.2(a)(5) hereto, with such modifications, if any, and such supporting documentation (e.g., organizational documents and confirmation of corporate authority, but not including any modifications or documentation that would impose or require Seller to incur any additional expense or liability) as reasonably may be required by the Purchaser’s title insurance company to enable such company to issue title insurance in respect of each parcel of the Purchased Real Property; (6) a duly executed xxxx of sale and assignment and assumption agreement, in substantially the form attached hereto as Exhibit 4.2(a)(69.2(a), duly executed inter alia by [*****] and [*****] (both, a “Resigning Director”) in original (each, a “Director Resignation & Release”), unless otherwise instructed by Buyer. (b) An intellectual property assignment agreement, substantially in the form attached hereto as Exhibit 9.2(b), duly executed by each of Seller, [*****], [*****] and the Company, in original (the “Xxxx of Sale and IP Rights Assignment and Assumption Agreement”), evidencing the transfer to Purchaser of the Purchased Assets and Purchaser’s assumption of the Assumed Liabilities; (7) duly executed leases with respect to each Retained ATM in the form substantially as set forth in Exhibit 4.2(a)(7) (the “Retained ATM Leases”); (8) a certification of non-foreign status c) A transitional service agreement, substantially in the form attached hereto as Exhibit 9.2(c), duly executed by each of Seller, XXXXXX Logistics & Services GmbH and the Company, in original, under which certain transitional services, including IT services, are provided to the Company by Seller and XXXXXX Logistics & Services GmbH (the “TSA”); the TSA has to contain a duly completed Annex 2.3 to Exhibit 10.1 of the TSA; (d) Documentation reasonably satisfactory to Buyer evidencing that the Company has been fully and unconditionally released from any Liabilities under the loan agreement of Seller dated April 20, 2018, in particular from any Liabilities as intra-group guarantor or borrower; (e) Documentation reasonably satisfactory to Buyer evidencing the nominal amount and the actual drawn loan amount of the Purchased Loan on the Closing Date; (f) The [*****] Service Agreement, substantially in the form attached hereto as Exhibit 9.2(f), duly executed by the Company and [*****], in original; (g) Documentation reasonably satisfactory to Buyer evidencing that Seller as sole shareholder of the Company has revoked the exemption of [*****] from the self-dealing restrictions pursuant to section 181 BGB; (h) The [*****] Consultancy Agreement, substantially in the form attached hereto as Exhibit 9.2(h), duly executed by the Company and [*****] on behalf of [*****] GmbH, in original; (i) Documentation evidencing that the Company and [*****] have duly executed a managing director agreement, in a form reasonably acceptable to Purchaser, satisfying the requirements of Treasury Regulations Section 1.1445-2(b)(2previously approved by Buyer (orally or in text form); provided that if Seller fails to provide such certification, Purchaser shall be permitted to withhold Tax from the consideration payable pursuant to this Agreement as required by Section 1445 of the Code; (9j) subject An amendment agreement to the Conversion PlanLoan Agreement, duly executed under which the Records subordination agreement (except to Rangrücktrittsvereinbarung) between the extent that information contained in Company and Seller dated February 25, 2022 may be terminated at the Records relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Records as of the Closingearliest on June 30, then Seller shall deliver such portion of the Records as promptly as practicable following the Closing)2023; and (10k) subject to Evidence that the Conversion PlanRemainder Payment and the Loan Purchase Price (together, the Loan Documents (except to the extent that information contained in the Loan Documents relates to transactions or activity that occur prior to the “Closing and it is not reasonably practicable to include such information in the Loan Documents as of the Closing, then Seller shall deliver such portion of the Loan Documents as promptly as practicable following the Closing)Payments”) have been received on Seller’s Bank Account.

Deliveries of Seller. At least one (1) At day prior to the ClosingClosing Date, Seller shall deliver the following documents or cause to Purchaser, all of which shall be in a form reasonably satisfactory delivered to PurchaserEscrow Holder: (2a) a duly executed and acknowledged Bargain and Sale Deed in favor of Buyer, conveying all of Seller's right, title and interest in and to the updated Schedules contemplated by Section 3.3(cNewark Property in the form of EXHIBIT C attached hereto (the "NEWARK Deed"); (3b) a duly executed and acknowledged Bargain and Sale Deed in favor of Buyer, conveying all of Seller's right, title and interest in and to the officers’ certificates contemplated by Section 10.3(cUtica Property in the form of EXHIBIT D attached hereto (the "UTICA Deed"; collectively with the Newark Deed referred to herein as the "DEEDS"); (4c) a special warranty deed with a covenant against grantor’s acts an Assignment and Assumption Agreement duly executed by Seller in the form of EXHIBIT E attached hereto (or its substantive local law equivalent"ASSIGNMENT AND ASSUMPTION AGREEMENT") (d) for each parcel of the Purchased Real Property together with any real property transfer tax declarations, if required under applicable lawEscrow Agreement duly executed by Seller; (5e) a seller’s affidavit and GAP undertaking certification of the "non-foreign" status of Seller ("FIRPTA CERTIFICATE") in the form of EXHIBIT F attached hereto; (f) a Xxxx of Sale duly executed by Seller in substantially the form attached as Exhibit 4.2(a)(5) hereto, with such modifications, if any, and such supporting documentation (e.g., organizational documents and confirmation of corporate authority, but not including any modifications or documentation that would impose or require Seller to incur any additional expense or liability) as reasonably may be required by the Purchaser’s title insurance company to enable such company to issue title insurance in respect of each parcel of the Purchased Real Property; (6) a duly executed xxxx of sale and assignment and assumption agreement, in substantially the form EXHIBIT G attached hereto as Exhibit 4.2(a)(6) (the “Xxxx of Sale and Assignment and Assumption Agreement”), evidencing the transfer to Purchaser of the Purchased Assets and Purchaser’s assumption of the Assumed Liabilities; (7) duly executed leases with respect to each Retained ATM in the form substantially as set forth in Exhibit 4.2(a)(7) (the “Retained ATM Leases”"XXXX OF SALE"); (8) g) a certification reconveyance terminating mortgagee's security interest under that certain Open-End Leasehold Mortgage, Assignment of non-foreign status Rents, Security Agreement and Fixture Filing dated January 21, 1998 and recorded in Montour County Book 197 page 1072 on February 2, 1998 and any amendments thereto; (h) a copy, certified as of the Closing Date by an authorized officer of Seller, in a form reasonably acceptable to Purchaserof the resolutions of the Board of Directors of Seller authorizing the execution, satisfying the requirements delivery and performance of Treasury Regulations Section 1.1445-2(b)(2); provided that if Seller fails to provide such certification, Purchaser shall be permitted to withhold Tax from the consideration payable pursuant to this Agreement as required by Section 1445 of the CodeSeller; (9i) subject a certificate, dated the Closing Date, executed by an authorized officer of Seller to the Conversion Plan, effect that (i) each of the Records (except to the extent that information contained representations and warranties of Seller made herein is true and correct in the Records relates to transactions or activity that occur prior to all material respects on the Closing Date as though such representations and it is not reasonably practicable warranties were made on such date and (ii) Seller has performed and complied in all material respects with all covenants, conditions and obligations under this Agreement which are required to include such information in be performed or complied with by Seller on or before the Records as of the Closing, then Seller shall deliver such portion of the Records as promptly as practicable following the Closing)Closing Date; and (10j) subject such customary documents and certificates as Escrow Holder and/or the Title Company shall require to consummate the Conversion Plan, the Loan Documents (except to the extent that information contained in the Loan Documents relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Loan Documents as of the Closing, then Seller shall deliver such portion of the Loan Documents as promptly as practicable following the Closing)transaction contemplated by this Agreement.

Deliveries of Seller. (1) At the Closing, Closing Seller shall deliver the following documents to Purchaser, all of which shall be in a form reasonably satisfactory to PurchaserBuyer: (2a) the updated Schedules contemplated Xxxx of Sale, executed by Section 3.3(cSeller; (b) an Assignment of Copyrights in the form of Exhibit 4.2(b)-1 hereto, an Assignment of Patents in the form of Exhibit 4.2(b)-2, and an Assignment of Trademarks in the form of Exhibit 4.2(b)-3, in each case in recordable form, each executed by Seller (collectively, the "Proprietary Rights Assignments"); (3c) possession and control over, (i) the officers’ certificates contemplated by Section 10.3(c); Programs in machine readable Object Code and Source Code for computers, (4ii) the Programs' Documentation in machine readable form or in paper or in other electronic medium (including, but not limited to user Documentation, technical Documentation, production materials and marketing materials) in the possession of Seller, (iii) a special warranty deed with a covenant against grantor’s acts copy (or its substantive local law equivalentin paper and electronic form) of the Lists, (iv) copies of all agreements, commitments, records and other data relating to the Purchased Assets reasonably necessary for each parcel the marketing and licensing of the Programs by Buyer, (v) all master artwork in existence on the Closing Date used for current advertising and packaging in suitable form, and (vi) all Business Materials and other tangible and intangible property constituting part of the Purchased Real Property together with any real property transfer tax declarations, if required under applicable law; (5) a seller’s affidavit and GAP undertaking in substantially the form attached as Exhibit 4.2(a)(5) hereto, with such modifications, if any, and such supporting documentation (e.g., organizational documents and confirmation of corporate authority, but not including any modifications or documentation that would impose or require Seller to incur any additional expense or liability) as reasonably may be required by the Purchaser’s title insurance company to enable such company to issue title insurance in respect of each parcel of the Purchased Real Property; (6) a duly executed xxxx of sale and assignment and assumption agreement, in substantially the form attached hereto as Exhibit 4.2(a)(6) (the “Xxxx of Sale and Assignment and Assumption Agreement”), evidencing the transfer to Purchaser of the Purchased Assets and Purchaser’s assumption of the Assumed Liabilities; (7) duly executed leases with respect to each Retained ATM in the form substantially as set forth in Exhibit 4.2(a)(7) (the “Retained ATM Leases”); (8) a certification of non-foreign status of Seller, in a form reasonably acceptable to Purchaser, satisfying the requirements of Treasury Regulations Section 1.1445-2(b)(2); provided that if Seller fails to provide such certification, Purchaser shall be permitted to withhold Tax from the consideration payable pursuant to this Agreement as required by Section 1445 of the Code; (9) subject to the Conversion Plan, the Records (except to the extent that information contained in the Records relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Records as of the Closing, then Seller shall deliver such portion of the Records as promptly as practicable following the Closing)Assets; and (10d) subject Instruments of Assignment and Assumption in the forms attached as Exhibit 4.2(d) hereto (each a "Contract Assignment" and collectively the "Contract Assignments"), with respect to the Conversion PlanWorldwide Vendor Agreement and related agreements between Seller and International Business Machines Corporation (the "IBM Agreement") and each of the other Contracts listed on Schedule 4.2(d) hereto (the "Assumed Contracts"), executed by Seller as assignor and, if such consent is required by the terms of such Contract, consented to in writing (in form and substance reasonably required by Buyer) by each applicable contracting party; and together with the IBM Agreement and each such Contract Assignment, the Loan Documents (except form of Estoppel Certificate attached to the extent that information contained Contract Assignments, executed by each applicable contracting party; (e) a Confidentiality and Non-Competition Agreement in favor of Buyer in the Loan Documents relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Loan Documents as forms of the Closing, then Seller shall deliver such portion of the Loan Documents as promptly as practicable following the Closing).Exhibit 4.2

Deliveries of Seller. (1) At the Closing, Parent and Seller shall will execute and deliver or cause to be executed and delivered to Buyer simultaneously with delivery of the following documents items referred to Purchaser, all of which shall be in a form reasonably satisfactory to PurchaserSection 6.2: (2a) a certificate of the updated Schedules contemplated by Section 3.3(c)member of each of the Company and the Subsidiary certifying as complete and accurate a copy of the Company’s or the Subsidiary’s, as applicable, articles of organization and limited liability company operating agreement, and all amendments thereto; (3b) certificates of good standing as of a date no earlier than thirty (30) days prior to Closing with respect to the officers’ certificates contemplated Company and the Subsidiary issued by Section 10.3(c)the applicable Governmental Body for each state in which the Company and the Subsidiary is organized; (4c) a special warranty deed with a covenant against grantor’s acts (or its substantive local law equivalent) for each parcel of the Purchased Real Property together with any real property transfer tax declarationsEscrow Agreement, if required under applicable lawduly executed by Seller; (5d) a seller’s affidavit Restrictive Covenant Agreement executed by Parent and GAP undertaking in substantially the form attached as Exhibit 4.2(a)(5) hereto, with such modifications, if any, and such supporting documentation (e.g., organizational documents and confirmation of corporate authority, but not including any modifications or documentation that would impose or require Seller to incur any additional expense or liability) as reasonably may be required by the Purchaser’s title insurance company to enable such company to issue title insurance in respect of each parcel of the Purchased Real PropertySeller; (6e) a duly Waiver and Release executed xxxx of sale by Parent and assignment Seller; (f) a Transition Services Agreement, executed by Parent and assumption agreement, in substantially the form attached hereto as Exhibit 4.2(a)(6) Seller (the “Xxxx of Sale and Assignment and Assumption Transition Services Agreement”), evidencing the transfer to Purchaser of the Purchased Assets and Purchaser’s assumption of the Assumed Liabilities; (7) duly executed leases with respect to each Retained ATM in the form substantially as set forth in Exhibit 4.2(a)(7) (the “Retained ATM Leases”); (8) g) [intentionally blank]; (h) a certification certificate of the secretary of each of Parent and Seller certifying as complete and accurate the following: (i) the incumbency and specimen signature of each officer of Parent or Seller executing this Agreement and any other Transaction Document on behalf of Parent or Seller; (ii) a copy of Parent’s or Seller’s, as applicable, certificate of incorporation and bylaws, and all amendments thereto; and (iii) a copy of the resolutions of Parent’s and Seller’s directors authorizing the execution, delivery and performance of this Agreement and any other Transaction Document delivered by Parent or Seller; (i) limited liability company membership interest certificates, if such interests are certificated, evidencing the Company Equity, free and clear of Liens, duly endorsed in blank or accompanied by assignment of membership interest or other instruments of transfer duly executed in blank; (j) the minute books, stock ledgers and registers and corporate seals, if any, of the Company and the Subsidiary; (k) a non-foreign status of Seller, in a form reasonably acceptable to Purchaser, satisfying person affidavit that complies with the requirements of Treasury Regulations Section 1.1445-2(b)(2); provided that if , executed by Seller fails and in form and substance reasonably satisfactory to provide such certification, Purchaser shall be permitted to withhold Tax from the consideration payable pursuant to this Agreement as required by Section 1445 of the CodeBuyer; (9l) subject a copy of each consent and approval required pursuant to the Conversion Plana Material Customer Contract, a Material Vendor Contract and pursuant to each agreement for Indebtedness, the Records list of which is attached hereto as Schedule 6.1(l); (except to the extent that information contained in the Records relates to transactions or activity that occur prior to the Closing m) copies of written evidence and it is not reasonably practicable to include such information in the Records documentation, effective as of the ClosingClosing Date, then Seller shall deliver such portion evidencing the consummation of the Records Conversions; (n) written evidence, effective as promptly as practicable following of the Closing)Closing Date, that the Equity Interests of Strong Digital are no longer owned by the Company or the Subsidiary; and (10o) subject such other documents and instruments as Buyer or their counsel reasonably shall deem necessary to consummate the Conversion Plan, the Loan Documents (except to the extent that information contained in the Loan Documents relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Loan Documents as of the Closing, then Seller shall deliver such portion of the Loan Documents as promptly as practicable following the Closing)contemplated hereby.

Deliveries of Seller. (1) At the Closing, Seller shall deliver to Purchaser the following documents to Purchaserfollowing, all of which shall be in a form reasonably satisfactory to counsel to Purchaser; provided that any of the following which is in the form attached as an Exhibit to this Agreement, shall be deemed satisfactory: (2a) a copy of the resolutions of the Boards of Directors authorizing the execution, delivery and performance of this Agreement and all related documents and agreements to be executed by Seller in connection therewith; (b) certificates of the Secretaries of Seller certifying as to the incumbency of the directors and officers of Seller, certifying as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Seller, and certifying that certain documents provided to Purchaser, and the authorizing resolutions referred to hereinabove, are true and correct copies of the originals thereof; (c) certificates of the Presidents of Seller, dated as of the Closing Date, as to (i) the updated Schedules contemplated truth and correctness of the representations and warranties of Seller contained herein; (ii) the performance of and compliance by Section 3.3(cSeller with all covenants contained herein; and (iii) the satisfaction of all conditions precedent of Seller contained herein; (d) the following certificates, establishing that Seller is in existence and is in good standing to transact business in the respective states: (i) FOR MENTERGY, INC: Delaware (September 19,2002) (ii) FOR GILAT-ALLEN COMMUNICATIONS INC: New York (September 19, 2002), Xxxxxxxx (Xeptember 19, 2002), Utah (September 20, 2002) (iii) FOR LEARNLINC CORPORATION: Delaware (September 19, 2002), New York (September 25, 2002) (e) a Bill of Sale executed by Seller in the form of EXHIBIT A; (x) an Assignment and Assumption Agreement executed by Seller in the form of EXHIBIT B (the "Assignment and Assumption Agreement"); (3g) an Assignment of Trademarks executed by Seller in the officers’ certificates contemplated by Section 10.3(c)form of EXHIBIT C; (4h) a special warranty deed with a covenant against grantor’s acts (or its substantive local law equivalent) for each parcel of the Purchased Real Property together with any real property transfer tax declarationsall authorizations, if consents, approvals, permits and licenses required under applicable lawherein; (5i) a seller’s affidavit and GAP undertaking in substantially the form attached as Exhibit 4.2(a)(5) hereto, with such modifications, if any, and such supporting documentation (e.g., organizational documents and confirmation of corporate authority, but not including any modifications or documentation that would impose or require Seller to incur any additional expense or liability) as reasonably may be required by the Purchaser’s title insurance company to enable such company to issue title insurance in respect of each parcel of the Purchased Real PropertyEmployee Releases; (6j) such other instruments and documents as reasonably requested by Purchaser to carry out and effect the purpose and intent of this Agreement. (k) Seller shall have delivered a duly executed xxxx of sale and assignment and assumption agreementrelease from Mentergy, in substantially the form attached hereto as Exhibit 4.2(a)(6) (the “Xxxx of Sale and Assignment and Assumption Agreement”), evidencing the transfer to Purchaser of Ltd. whereby Mentergy Ltd. releases any claim or lien on the Purchased Assets and Purchaser’s assumption of the Assumed Liabilities; (7) duly executed leases with respect to each Retained ATM in the form substantially as set forth in Exhibit 4.2(a)(7) (the “Retained ATM Leases”); (8) a certification of non-foreign status of Seller, in a form reasonably acceptable to Purchaser, satisfying the requirements of Treasury Regulations Section 1.1445-2(b)(2); provided that if Seller fails to provide such certification, Purchaser shall be permitted to withhold Tax from the consideration payable pursuant to this Agreement as required by Section 1445 of the Code; (9) subject to the Conversion Plan, the Records (except to the extent that information contained in the Records relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Records as of the Closing, then Seller shall deliver such portion of the Records as promptly as practicable following the Closing); and (10) subject to the Conversion Plan, the Loan Documents (except to the extent that information contained in the Loan Documents relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Loan Documents as of the Closing, then Seller shall deliver such portion of the Loan Documents as promptly as practicable following the Closing)Assets.

Deliveries of Seller. (1) At the Closing, Seller shall deliver or cause to deliver to Buyer the following documents at or prior to Purchaser, all of which shall be in a form reasonably satisfactory to Purchaserthe Closing: a) Escuela’s minutes book (2“Libro de Actas”) and Escuela’s shareholders registry book (“Libro Registro de Socios”), where the updated Schedules contemplated by Section 3.3(cCompany’s and GIHE Sàrl’s ownership of the Escuela Shares is registered; b) Escuela’s books of contracts with the sole shareholder (“Libro de Contratos con el Socio Unico”); c) Gesthôtel’s share register indicating the Buyer as sole shareholder with voting right; d) LEO’s share register evidencing the Company’s ownership of the Shares; e) letters of resignation from their functions as managers (3gérants), board members and/or officers, as applicable, of the Company and the Subsidiaries in form and substance reasonably agreed between the Parties of the board members designated by the Buyer at the latest five (5) Business Days prior to the officers’ certificates contemplated by Section 10.3(cClosing Date (the “Resigning Directors”); (4f) a special warranty deed any required Tax degrouping agreement duly executed by the relevant entities in accordance with a covenant against grantor’s acts (or its substantive local law equivalentArticle 8.15; g) for each parcel the Service Level Agreements duly executed by Laureate Education Inc; h) the 2015 Statutory Audited Financial Statements set forth in Article 8.10(a); i) documents evidencing the satisfaction of the Purchased Real Property together with any real property transfer tax declarations, if required under applicable lawconditions precedent set forth in Article 3.2.1 and 3.2.2; (5j) a seller’s affidavit and GAP undertaking in substantially the form attached as Exhibit 4.2(a)(5) hereto, with such modifications, if any, and such supporting documentation (e.g., organizational documents and confirmation of corporate authority, but not including any modifications or documentation that would impose or require Seller to incur any additional expense or liability) as reasonably may be required by the Purchaser’s title insurance company to enable such company to issue title insurance in respect of each parcel of the Purchased Real Property; (6) a duly executed xxxx of sale and assignment and assumption agreement, in substantially the form attached hereto as Exhibit 4.2(a)(6) (the “Xxxx of Sale and Assignment and Assumption Agreement”), evidencing the transfer to Purchaser of the Purchased Assets and Purchaser’s assumption of the Assumed Liabilities; (7) duly executed leases with respect to each Retained ATM non-competition agreements in the same form substantially as the templates set forth in Exhibit 4.2(a)(78.11(a) (and Exhibit 8.11(b) duly executed by the “Retained ATM Leases”)Seller; (8) a certification of nonk) the agreements in relation to co-foreign status of branded programs substantially in the same form as the templates set forth in Exhibit 8.13 duly executed by the Seller, ; l) the executed agreements or any document in a form reasonably acceptable to Purchaser, satisfying connection with and evidencing the requirements of Treasury Regulations Section 1.1445-2(b)(2); provided that if Seller fails to provide such certification, Purchaser shall be permitted to withhold Tax from the consideration payable pursuant to this Agreement as required by Section 1445 transfer of the Codeshare of the Moroccan Laureate entity referred to in Exhibit 6.6.3; (9m) subject to the Conversion Plan, the Records (except to the extent that information contained in the Records relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Records as a copy of any power of attorney under which any of the Closingactions referred to in this Article 3.3 are executed, then Seller shall deliver such portion including evidence reasonably satisfactory to Buyer of the Records as promptly as practicable following the Closing); and (10) subject to the Conversion Plan, the Loan Documents (except to the extent that information contained in the Loan Documents relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Loan Documents as authority of any person signing on behalf of any of the Closing, then Seller shall deliver such portion of the Loan Documents as promptly as practicable following the Closing)Seller.

Deliveries of Seller. (1) At the Closing, Seller shall deliver to Buyer: (a) certificates from the following documents to Purchaser, all Secretary of which shall be State of the State of Delaware dated within ten (10) Business Days of the Closing Date confirming the due organization and good standing of Seller and the Companies; (b) certificates from the Secretary of State of the State of California dated within ten (10) Business Days of the Closing Date confirming the due qualification and good standing of the Companies; (c) duly executed assignments of the Lodi Gas LLC Interests in a form reasonably satisfactory to Purchaser: (2) the updated Schedules contemplated by Section 3.3(c)Buyer, free and clear of all Liens, other than Liens specifically identified in Schedule 3.4; (3d) a cross receipt acknowledging receipt of the officers’ certificates contemplated by Closing Date Purchase Price payable at Closing pursuant to Section 10.3(c)2.1; (4e) a special warranty deed with a covenant against grantor’s acts (or its substantive local law equivalent) for each parcel certificate from an authorized officer of Seller, dated as of the Purchased Real Property together with any real property transfer tax declarationsClosing Date, if required under applicable lawto the effect that the conditions set forth in Section 7.3(a) through Section 7.3(c) have been satisfied; (5f) a seller’s affidavit and GAP undertaking in substantially the form attached as Exhibit 4.2(a)(5) hereto, with such modifications, if any, and such supporting documentation (e.g., organizational documents and confirmation resignations or terminations of corporate authority, but not including any modifications or documentation that would impose or require Seller to incur any additional expense or liability) as reasonably may be required by the Purchaser’s title insurance company to enable such company to issue title insurance in respect of each parcel all of the Purchased Real Propertyofficers, directors and managers of the Companies, effective as of the Closing Date; (6g) the original minute books, membership records, and all other company, business, tax and financial files and records, and seals (if any) of the Companies; (h) evidence of the approvals of the Governmental Entities required of Seller and/or the Companies, and the receipt of any Third-Party Approvals and Permits set forth in Schedule 3.3; (i) a duly executed xxxx written opinion from Xxxxxxx Xxxxx LLP, addressed to Buyer, dated as of sale and assignment and assumption agreementthe Closing Date, substantially in substantially the form attached hereto as Exhibit 4.2(a)(6) (the “Xxxx of Sale and Assignment and Assumption Agreement”), evidencing the transfer to Purchaser of the Purchased Assets and Purchaser’s assumption of the Assumed LiabilitiesB; (7j) a duly completed and executed leases with respect to each Retained ATM in the form substantially as set forth in Exhibit 4.2(a)(7) (the “Retained ATM Leases”); (8) a certification of non-foreign and non-disregarded entity status of Seller, in a form reasonably acceptable pursuant to Purchaser, satisfying the requirements of Treasury Regulations Section 1.1445-2(b)(2)) of the Treasury regulations; (k) a certificate from an authorized representative of Seller, dated as of the Closing Date, attaching a complete copy of the limited liability company agreement of each of the Companies as in effect on the Closing Date; (l) a duly completed and executed California Real Estate Withholding Certificate (Form 593-C) with respect to the Real Property and the real property interests that are the subject of the Real Property Agreements; provided that if and (m) such other agreements, consents, documents and instruments as are reasonably required to be delivered by Seller fails at or prior to provide such certification, Purchaser shall be permitted to withhold Tax from the consideration payable Closing Date pursuant to this Agreement or otherwise reasonably required in connection herewith, including all such other instruments as required by Section 1445 Buyer or its counsel may reasonably request in connection with the purchase of the Code; (9) subject to the Conversion Plan, the Records (except to the extent that information contained in the Records relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Records as of the Closing, then Seller shall deliver such portion of the Records as promptly as practicable following the Closing); and (10) subject to the Conversion Plan, the Loan Documents (except to the extent that information contained in the Loan Documents relates to transactions or activity that occur prior to the Closing and it is not reasonably practicable to include such information in the Loan Documents as of the Closing, then Seller shall deliver such portion of the Loan Documents as promptly as practicable following the Closing)LLC Interests contemplated hereby.