Common use of Deliveries of the Sellers Clause in Contracts

Deliveries of the Sellers. On the Closing Date, the Company or the Sellers, as applicable, shall deliver or cause to be delivered to the Buyer (or Buyer’s designated Affiliate) the following: (i) a certificate from the Secretary of the Company, dated as of the Closing Date, in a form approved by the Buyer, certifying attached copies of the articles of incorporation and the bylaws of Company as in effect on the Closing Date; (ii) a certificate of good standing for the Company issued by the Secretary of State of the State of Delaware, issued no earlier than ten days prior to the Closing Date; (iii) a certificate from the Secretary or equivalent officer of each shareholder in a form approved by the Buyer, certifying the resolutions of the Board of Directors/Management Committees of such Seller authorizing the execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated thereby; (iv) certificates representing the Shares, accompanied by separate stock powers duly endorsed in blank; (v) a certification of each Seller, dated as of the Closing Date, in the form specified by Treasury Regulation Section 1.1445-2(b)(2)(iv) certifying that such Seller is not a foreign person within the meaning of Treasury Regulation Section 1.1445-2(b)(2); (vi) a closing statement setting forth (A) the allocation of the Closing Consideration among the Sellers, (B) the aggregate Indebtedness of the Company outstanding as of Closing; minus (C) the aggregate Sellers’ Expenses of the Company outstanding as of Closing, duly executed by the Company and the Sellers; (vii) a written resignation, effective as of the Closing, from each director, officer, and employee of the Company, in a form approved by the Buyer, duly executed by each such director, officer and employee of the Company; (viii) evidence of termination, in a form approved by the Buyer, of each of the Stockholder Agreements; and (ix) such other documents and instruments as may be requested by the Buyer, each in a form satisfactory to the Buyer and its legal counsel.

Deliveries of the Sellers. On At the Closing DateClosing, the Company or the Sellers, as applicable, Sellers shall deliver or cause to be delivered to the Buyer (or Buyer’s designated Affiliate) Buyers the followingfollowing duly executed documents and other items in a form reasonably satisfactory to the Buyers: (ia) A compliance certificate executed by a certificate from the Secretary duly authorized officer of the Companyeach Seller, dated as specified in Section 8.04; (b) A written opinion of the Closing Date, Sellers' Counsel in a form approved by the Buyer, certifying attached copies of the articles of incorporation and the bylaws of Company as in effect on the Closing Date; (ii) a certificate of good standing for the Company issued by the Secretary of State of the State of Delaware, issued no earlier than ten days to be mutually agreed upon prior to the Closing Date; (iiic) A duly executed copy of each of the Bonus Escrow Agreement and the Indemnification Escrow Agreement; (d) An agreement terminating Joliet's rights in certain intangible property executed by a certificate from the Secretary or equivalent duly authorized officer of each shareholder in a form approved of HGHC and Joliet; (e) Certificates of Good Standing of each Seller, issued by the BuyerSecretary of State of its respective jurisdiction of incorporation, certifying dated within ten (10) days of the Closing Date; (f) Certified copies of the Articles of Incorporation with all amendments, of each Seller, issued by the Secretary of State of its jurisdiction of incorporation, dated within ten (10) days of the Closing Date; (g) Copies of the By-Laws, as applicable, of each Seller as in effect on the Closing Date, certified by the Secretary of each company; (h) Copies of all the corporate resolutions of adopted by the Board of Directors/Management Committees Directors of such each Seller authorizing and approving the execution, execution and delivery and performance of the Transaction Agreements this Agreement and the consummation of the transactions contemplated therebyherein, certified to be true and complete and in full force and effect by the Secretary of each Seller; (ivi) The certificates representing the Shares, duly endorsed in blank or accompanied by separate stock powers duly endorsed executed in blankblank with appropriate transfer stamps, if any, and any other documents that are necessary to transfer title to the Shares from the Sellers to the Buyers, free and clear of all Adverse Claims, Liens and rights of any other Person; (vj) a certification of each Seller, dated as A receipt executed by HGHC acknowledging receipt of the Closing DateEstimated Merger Consideration, as specified in Section 1.05; (k) Evidence of all consents and approvals required to be obtained by the Sellers pursuant to Section 4.08; (l) Releases, in form and substance satisfactory to the Buyers, of all Liens against Joliet and/or the Real Property evidencing, securing or otherwise relating to the outstanding Debt of Joliet, including, but not limited to items 1-17, inclusive, on Schedule 2.02, hereof; (m) The Title Policies with the Required Title Policy Endorsements; (n) The Surveys; (o) A duly executed copy of the Transition Services Agreement; (p) A duly executed withholding certificate substantially in the form specified by Treasury Regulation of Exhibit 9.02(p) hereto; and 38 44 (q) LSI Player Data Base, pursuant to Section 1.1445-2(b)(2)(iv) certifying that such Seller is not a foreign person within the meaning of Treasury Regulation Section 1.1445-2(b)(2); (vi) a closing statement setting forth (A) the allocation of the Closing Consideration among the Sellers, (B) the aggregate Indebtedness of the Company outstanding as of Closing; minus (C) the aggregate Sellers’ Expenses of the Company outstanding as of Closing, duly executed by the Company and the Sellers; (vii) a written resignation, effective as of the Closing, from each director, officer, and employee of the Company, in a form approved by the Buyer, duly executed by each such director, officer and employee of the Company; (viii) evidence of termination, in a form approved by the Buyer, of each of the Stockholder Agreements; and (ix) such other documents and instruments as may be requested by the Buyer, each in a form satisfactory to the Buyer and its legal counsel2.14.

Deliveries of the Sellers. On At the Closing DateClosing, the Company or the Sellers, as applicable, Sellers shall deliver or cause to be delivered to the Buyer (or Buyer’s designated Affiliate) Buyers the followingfollowing duly executed documents and other items in a form reasonably satisfactory to the Buyers: (ia) A compliance certificate executed by a certificate from the Secretary duly authorized officer of the Companyeach Seller, dated as specified in SECTION 8.04; (b) A written opinion of the Closing Date, Sellers' Counsel in a form approved by the Buyer, certifying attached copies of the articles of incorporation and the bylaws of Company as in effect on the Closing Date; (ii) a certificate of good standing for the Company issued by the Secretary of State of the State of Delaware, issued no earlier than ten days to be mutually agreed upon prior to the Closing Date; (iiic) A duly executed copy of each of the Bonus Escrow Agreement and the Indemnification Escrow Agreement; (d) An agreement terminating Joliet's rights in certain intangible property executed by a certificate from the Secretary or equivalent duly authorized officer of each shareholder in a form approved of HGHC and Joliet; (e) Certificates of Good Standing of each Seller, issued by the BuyerSecretary of State of its respective jurisdiction of incorporation, certifying dated within ten (10) days of the Closing Date; (f) Certified copies of the Articles of Incorporation with all amendments, of each Seller, issued by the Secretary of State of its jurisdiction of incorporation, dated within ten (10) days of the Closing Date; (g) Copies of the By-Laws, as applicable, of each Seller as in effect on the Closing Date, certified by the Secretary of each company; (h) Copies of all the corporate resolutions of adopted by the Board of Directors/Management Committees Directors of such each Seller authorizing and approving the execution, execution and delivery and performance of the Transaction Agreements this Agreement and the consummation of the transactions contemplated therebyherein, certified to be true and complete and in full force and effect by the Secretary of each Seller; (ivi) The certificates representing the Shares, duly endorsed in blank or accompanied by separate stock powers duly endorsed executed in blankblank with appropriate transfer stamps, if any, and any other documents that are necessary to transfer title to the Shares from the Sellers to the Buyers, free and clear of all Adverse Claims, Liens and rights of any other Person; (vj) a certification of each Seller, dated as A receipt executed by HGHC acknowledging receipt of the Closing DateEstimated Merger Consideration, as specified in SECTION 1.05; (k) Evidence of all consents and approvals required to be obtained by the Sellers pursuant to SECTION 4.08; (l) Releases, in form and substance satisfactory to the Buyers, of all Liens against Joliet and/or the Real Property evidencing, securing or otherwise relating to the outstanding Debt of Joliet, including, but not limited to items 1-17, inclusive, on SCHEDULE 2.02, hereof; (m) The Title Policies with the Required Title Policy Endorsements; (n) The Surveys; (o) A duly executed copy of the Transition Services Agreement; (p) A duly executed withholding certificate substantially in the form specified by Treasury Regulation Section 1.1445-2(b)(2)(ivof EXHIBIT 9.02(p) certifying that such Seller is not a foreign person within the meaning of Treasury Regulation Section 1.1445-2(b)(2); hereto; and 38 (viq) a closing statement setting forth (A) the allocation of the Closing Consideration among the SellersLSI Player Data Base, (B) the aggregate Indebtedness of the Company outstanding as of Closing; minus (C) the aggregate Sellers’ Expenses of the Company outstanding as of Closing, duly executed by the Company and the Sellers; (vii) a written resignation, effective as of the Closing, from each director, officer, and employee of the Company, in a form approved by the Buyer, duly executed by each such director, officer and employee of the Company; (viii) evidence of termination, in a form approved by the Buyer, of each of the Stockholder Agreements; and (ix) such other documents and instruments as may be requested by the Buyer, each in a form satisfactory pursuant to the Buyer and its legal counselSECTION 2.14.

Deliveries of the Sellers. On the Closing DateSellers shall make or tender, the Company or the Sellers, as applicable, shall deliver or cause to be delivered made or tendered, delivery to the Buyer (or Buyer’s designated Affiliate) Purchaser of the following: (a) the stock ledgers of the Company reflecting the transfer of the Shares to Purchaser; (b) physical stock certificates (if any) evidencing the Shares owned by Sellers, which certificates shall be either duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed and in proper form for transfer to Purchaser under applicable Law; (c) the Releases and Resignations, each duly executed by the signatories thereto; (d) an opinion of counsel in the form attached hereto as Exhibit F; (e) all of the Books and Records; (f) executed copies of the Consents required in connection with the transactions contemplated by this Agreement; (g) a duly executed Escrow Agreement, in the form attached as Exhibit E hereto; (h) all appropriate payoff letters (and related UCC-3 termination statements), releases and discharges from (A) each applicable holder of any Indebtedness releasing and terminating their Encumbrances on the Shares and the Assets (including the Aircraft) and (B) the holder of the LG Warrant; (i) a certificate of the Company that complies with Section 1445 of the Code; it being understood that if the Company does not deliver such certificate, the Purchaser may waive the condition contained in this Section 7.1(i) and withhold from any consideration attributable to such Seller in accordance with Section 1445 of the Secretary Code and the Treasury Regulations thereunder; (j) Internal Revenue Service Form 8023 and any comparable state and local forms; (k) executed copies of transfer documentation, in form and substance reasonably acceptable to Purchaser, evidencing the transfer of the Aircraft from Viking Aircraft, LLC to the Company, free and clear of all Encumbrances; (l) an executed termination agreement with respect to that certain Aircraft Dry Lease dated as of the Closing DateOctober 24, in a form approved 2008, by the Buyer, certifying attached copies of the articles of incorporation and the bylaws of Company as in effect on the Closing Date; (ii) a certificate of good standing for the Company issued by the Secretary of State of the State of Delaware, issued no earlier than ten days prior to the Closing Date; (iii) a certificate from the Secretary or equivalent officer of each shareholder in a form approved by the Buyer, certifying the resolutions of the Board of Directors/Management Committees of such Seller authorizing the execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated thereby; (iv) certificates representing the Shares, accompanied by separate stock powers duly endorsed in blank; (v) a certification of each Seller, dated as of the Closing Date, in the form specified by Treasury Regulation Section 1.1445-2(b)(2)(iv) certifying that such Seller is not a foreign person within the meaning of Treasury Regulation Section 1.1445-2(b)(2); (vi) a closing statement setting forth (A) the allocation of the Closing Consideration among the Sellers, (B) the aggregate Indebtedness of the Company outstanding as of Closing; minus (C) the aggregate Sellers’ Expenses of the Company outstanding as of Closing, duly executed by between the Company and the Sellers; (vii) a written resignationViking Aircraft, effective as of the Closing, from each director, officer, and employee of the CompanyLLC, in a form approved by the Buyer, duly executed by each such director, officer and employee of the Company; (viii) evidence of termination, in a form approved by the Buyer, of each of the Stockholder Agreementssubstance reasonably acceptable to Purchaser; and (ixm) such other documents and customary documents, instruments or certificates as may shall be reasonably requested by Purchaser and as shall be consistent with the Buyer, each in a form satisfactory to the Buyer and its legal counselterms of this Agreement.