Common use of Delivery of Documents at Closing Clause in Contracts

Delivery of Documents at Closing. (a) At the closing of Purchaser’s acquisition of Seller’s Interest (the “Closing”), Seller shall: (i) Execute and deliver to Purchaser (or its designee) the Assignment and Assumption of Interest Agreement, which shall constitute Seller’s relinquishment of Seller’s Interest in the Joint Venture, and any share certificate(s) representing Seller’s Interest, duly endorsed for transfer or accompanied by one or more stock powers. (ii) Provide to Purchaser (A) a copy of the Charter Documents of Seller certified by a duly authorized manager or officer of Seller and (B) such other evidence of the power and authority of Seller to consummate the transactions described in this Agreement as Purchaser may reasonably require. (iii) Execute, cause to be acknowledged as appropriate and deliver to Purchaser such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement and that are consistent with this Agreement (and do not impose any additional Liabilities on Seller beyond what is contemplated by this Agreement). (iv) Execute, cause to be acknowledged as appropriate and deliver to Purchaser a closing statement or memorandum in a form reasonably acceptable to Purchaser and Seller (the “Closing Statement”). (v) Execute, cause to be acknowledged and deliver to Purchaser one or more non-foreign status affidavits in the form of Exhibit C, as required by Section 1445 of the Code, if required by the lender in connection with the closing of the Refinancing. (vi) Execute, cause to be acknowledged and deliver to the Title Company any non-imputation and other customary closing affidavits, certificates and agreements as the Title Company may require to issue any title policies, updates or endorsements in connection with closing of the Refinancing. (vii) Execute or cause to be executed, and cause to be acknowledged and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms reasonably requested by Purchaser in connection with the transfer of Seller’s Interest to Purchaser (or its designee) as contemplated hereunder. (b) At the Closing, Purchaser shall: (i) Pay the Purchase Price by wire transfer of immediately available funds to an account designated by Seller and the other closing costs to be borne by Purchaser hereunder. (ii) Execute and deliver to Seller the Assignment and Assumption of Interest Agreement. (iii) Cause each lender under any Company Financing to deliver a release of Seller and/or its Affiliates from any and all liability, direct or contingent, for which Seller and/or its Affiliates are or may be personally liable. (iv) Execute, cause to be acknowledged as appropriate and deliver such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement and that are consistent with this Agreement (and do not impose any additional Liabilities on Purchaser beyond what is contemplated by this Agreement). (v) Execute, and cause to be acknowledged, as appropriate, and deliver the Closing Statement. (vi) Execute, cause to be acknowledged and deliver to the Title Company any non-imputation and other customary closing affidavits, certificates and agreements as the Title Company may require to issue any title policies, updates or endorsements in connection with closing of the Refinancing. (vii) Execute, and cause to be notarized and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required by applicable law or advisable, in the reasonable opinion of Purchaser (as the case may be), in connection with the transfer of Seller’s Interest to Purchaser (or its designee).

Delivery of Documents at Closing. (a) At Closing, each of Seller and, to the closing extent that an Affiliate of Purchaser’s acquisition Seller is the owner of interests in Newco LP and/or Newco GP, such Affiliate (each, an “Additional Seller’s Interest (the “Closing”), Seller ) shall: (i) Execute and deliver to Purchaser (or its designee) the Assignment and Assumption of Interest AgreementAgreement with respect to Seller’s Interest and Seller’s Newco Interest, which shall constitute Seller’s relinquishment of Seller’s Interest in the Joint Venture, and any share certificate(s) representing Seller’s Newco Interest, duly endorsed for transfer or accompanied by one or more stock powers. (ii) Execute, cause to be acknowledged and deliver to Purchaser or its designee a certificate confirming the matters set forth in Sections 10.01(a) and (b) with respect to Seller and each Additional Seller as of the Closing Date, such certificate to be signed by a duly authorized officer of Seller and such Additional Seller. (iii) Provide to Purchaser (A) a copy of the Charter Documents of each Seller and Additional Seller certified by a duly authorized manager officer or officer partner of such Seller and Additional Seller, (B) a copy of resolutions or other actions a copy of the partners of each Seller and any Additional Seller certified by a duly authorized officer or partner of such Seller and Additional Seller, and (C) such other evidence of the power and authority of Seller and each Additional Seller to consummate the transactions described in this Agreement as Purchaser may reasonably require. (iiiiv) Execute, cause to be acknowledged as appropriate and deliver to Purchaser such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement Agreement, including (without limitation) any stock transfer forms or documentation otherwise required to assign to the Purchaser or its designee all limited partnership interests in the LP and that are consistent with this Agreement (the Newco LP and do not impose any additional Liabilities on Seller beyond what is contemplated by this Agreement)all shares in the GP and the Newco GP. (ivv) Execute, cause to be acknowledged as appropriate Execute and deliver to Purchaser a closing statement or memorandum Mutual Release Agreement in a the form reasonably acceptable to Purchaser and Seller attached hereto as Exhibit O (the “Closing StatementMutual Release”). (v) Execute, cause to be acknowledged and deliver to Purchaser one or more non-foreign status affidavits in the form of Exhibit C, as required by Section 1445 of the Code, if required by the lender in connection with the closing of the Refinancing. (vi) Execute, cause to be acknowledged Pay and deliver to the Title Company fully satisfy all obligations which are evidenced by any non-imputation and other customary closing affidavits, certificates and agreements as the Title Company may require to issue any title policies, updates or endorsements in connection with closing of the RefinancingLien encumbering Seller’s Interest and/or Seller’s Newco Interest. (vii) Execute If a search of the title to the Seller’s Interests discloses judgments, penalties or other returns against other Persons having names the same as or similar to that of Seller or any Additional Seller, Seller or such Additional Seller will, on request, execute and deliver to Purchaser (or cause to be executeddelivered to Purchaser) an affidavit from Seller or such Additional Seller to the effect that such judgments, and penalties or other returns are not against Seller or such Additional Seller. (viii) Pay or cause to be acknowledged paid the other closing costs to be borne by Seller hereunder. (ix) Letters of resignation from all Seller appointees or representatives on the board of any relevant entity as approved by the Purchaser and filed, as applicable, confirming that such persons have no claim or any and all transfer tax forms, or signature pages to transfer tax forms reasonably requested by Purchaser in connection with the transfer of Seller’s Interest to Purchaser (or its designee) as contemplated hereundertype against any such relevant entity. (b) At the Closing, Purchaser shall:shall with respect to itself and any Assignee (and any Assignee will with respect to itself in each case in place of Purchaser): (i) Execute and deliver to Seller the Assignment and Assumption of Interest Agreement with respect to the acquisition of Seller’s Interest and Seller’s Newco Interest. (ii) Pay or cause to be paid to Seller and the Purchase Additional Sellers the Estimated Price in accordance with Section 2.01 hereof by wire transfer of immediately available funds to an account designated by Seller and the Additional Sellers and the other closing costs to be borne by Purchaser hereunder. (iiiii) Execute Execute, acknowledge and deliver a certificate to Seller confirming the Assignment matters set forth in Sections 10.02(a) and Assumption (b) with respect to Purchaser, as of Interest Agreement. (iii) Cause each lender under any Company Financing the Closing Date, such certificates to deliver a release be signed by an officer of Seller and/or its Affiliates from any and all liability, direct or contingent, for which Seller and/or its Affiliates are or may be personally liablePurchaser. (iv) Provide to Seller (A) a copy of the Charter Documents of Purchaser certified by a duly authorized officer or partner of Purchaser, (B) a copy of resolutions or other actions of the partners of Purchaser certified by a duly authorized officer or partner of Purchaser, and (C) such other evidence of the power and authority of Purchaser to consummate the transactions described in this Agreement as Seller may reasonably require. (v) Execute, cause to be acknowledged as appropriate and deliver such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement and that are consistent with this Agreement (and do not impose any additional Liabilities on Purchaser beyond what is contemplated by this Agreement). (v) Execute, and cause to be acknowledged, as appropriate, and deliver the Closing Statement. (vi) Execute, cause to be acknowledged as appropriate and deliver to the Title Company any non-imputation and other customary closing affidavits, certificates and agreements as the Title Company may require to issue any title policies, updates or endorsements in connection with closing of the RefinancingClosing Statement. (vii) Execute, Execute and deliver the Mutual Release and cause Manager to be notarized execute and filed, as applicable, any and all transfer tax forms, deliver the Mutual Release. To the extent Purchaser designates one or signature pages more designees to transfer tax forms, required by applicable law or advisable, in the reasonable opinion of Purchaser (as the case may be), in connection with the transfer of acquire Seller’s Interest or Seller’s Newco Interest, the foregoing documents, instruments and agreements to be delivered by Purchaser (and/or Seller shall be delivered to or its designee)by such designee to the extent applicable.

Delivery of Documents at Closing. (a) At the closing of Purchaser’s acquisition of Seller’s Interest Closing, the following shall occur: (the “Closing”), A) Seller shall: (i1) Execute and deliver to Purchaser (the Title Company a duly executed and acknowledged special warranty deed or its designee) the Assignment and Assumption equivalent statutory form of Interest Agreement, which shall constitute Seller’s relinquishment of Seller’s Interest in the Joint Venture, and any share certificate(s) representing Seller’s Interest, duly endorsed deed for transfer or accompanied by one or more stock powers. (ii) Provide each Fee Property conveying marketable title to such Property to Purchaser subject only to the Permitted Encumbrances and as provided in Section 5.6 (A) a copy of the Charter Documents of Seller certified by a duly authorized manager or officer of Seller and (B) such other evidence of the power and authority of Seller to consummate the transactions described in this Agreement as Purchaser may reasonably require. (iii) Execute, cause to "Deed"). The Deed for each Fee Property shall be acknowledged as appropriate and deliver to Purchaser such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement and that are consistent with this Agreement (and do not impose any additional Liabilities on Seller beyond what is contemplated by this Agreement). (iv) Execute, cause to be acknowledged as appropriate and deliver to Purchaser a closing statement or memorandum in a form reasonably acceptable to Purchaser and Seller (the “Closing Statement”). (v) Execute, cause to be acknowledged and deliver to Purchaser one or more non-foreign status affidavits in the form of Exhibit C"J", and it shall contain the legal description of such Property from the Survey, if a Survey has been obtained by Purchaser, otherwise the legal description shall be taken from the instruments of conveyance of the Properties to Seller, as required modified by Section 1445 any subsequent partial conveyances or condemnations of portions of any such Property, to the Code, if required by the lender in connection with the closing of the Refinancing.extent available to Seller; (vi2) Executeto the extent any required consents have been obtained, cause to be acknowledged and deliver to the Title Company an executed and acknowledged assignment of lease for each Leased Property subject only to the Permitted Encumbrances ("Assignment of Lease"). The Assignment of Lease for each Leased Property shall be in the form of Exhibit "K" and shall contain the legal description of such Property from the Survey, if a Survey has been obtained by Purchaser, otherwise the legal description shall be taken from the leases or instruments of conveyance of the Properties to Seller, as modified by any non-imputation subsequent partial conveyances or condemnations of portions of any such Property, to the extent available to Seller; (3) deliver to Purchaser an executed xxxx of sale for all personal property and other customary closing affidavitsequipment located on each Property ("Xxxx of Sale"), which shall be in the form of Exhibit "L" (4) deliver to Purchaser assignments of the Contract Dealer Agreements, the Fee & Lease Dealer Agreements and the Distributor Sales Agreements, which shall be in the form of Exhibit "M" (the "Assignment of Franchise Agreement"); (5) deliver to Purchaser the executed Supply Agreement, as provided in Section 2.1, and the executed Branded Marketer Agreement, as provided in Section 2.2; (6) to the extent obtained by Seller prior to the Closing Date, deliver to the Title Company the written consent of any lessor or landlord, if the assignment of the lease relating to a Leased Property requires such consent, such written consent to be in form and substance satisfactory to the Title Company and Purchaser; and (7) deliver to the Title Company and to Purchaser such certificates of incumbency and agreements evidence of corporate authority for the execution and delivery of this Agreement and all documents required hereunder in such form and content as the Title Company and Purchaser reasonably may require to issue any title policies, updates or endorsements in connection with closing of the Refinancingrequire. (viiB) Execute or cause to be executed, and cause to be acknowledged and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms reasonably requested by Purchaser in connection with the transfer of Seller’s Interest to Purchaser (or its designee) as contemplated hereunder. (b) At the Closing, Purchaser shall: (i1) Pay pay the Purchase Price by wire transfer of immediately available funds to an account designated by Seller and the other closing costs to be borne by Purchaser hereunder.as provided in Section 3.1; (ii2) Execute execute and deliver to Seller the Assignment and Assumption of Interest Supply Agreement., as provided in Section 2.1; and (iii3) Cause each lender under any Company Financing to deliver a release of Seller and/or its Affiliates from any and all liability, direct or contingent, for which Seller and/or its Affiliates are or may be personally liable. (iv) Execute, cause to be acknowledged as appropriate and deliver such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement and that are consistent with this Agreement (and do not impose any additional Liabilities on Purchaser beyond what is contemplated by this Agreement). (v) Execute, and cause to be acknowledged, as appropriate, and deliver the Closing Statement. (vi) Execute, cause to be acknowledged execute and deliver to Seller the Title Company any non-imputation and other customary closing affidavits, certificates and agreements as the Title Company may require to issue any title policies, updates or endorsements in connection with closing of the Refinancing. (vii) Execute, and cause to be notarized and filedBranded Marketer Agreement, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required by applicable law or advisable, provided in the reasonable opinion of Purchaser (as the case may be), in connection with the transfer of Seller’s Interest to Purchaser (or its designee)Section 2.2.

Delivery of Documents at Closing. (a) At the closing of Purchaser’s acquisition of Seller’s Interest (Closing, the “Closing”)following Documents shall be delivered, Seller shalland no document shall be deemed to have been delivered until all such required documents have been delivered: (i) Execute 4.2.1 The Sellers shall deliver, or procure the delivery, to the Buyer of the following documents: a. A true and deliver to Purchaser (or its designee) the Assignment and Assumption of Interest Agreement, which shall constitute Seller’s relinquishment of Seller’s Interest in the Joint Venture, and any share certificate(s) representing Seller’s Interest, duly endorsed for transfer or accompanied by one or more stock powers. (ii) Provide to Purchaser (A) a correct copy of the Charter Documents resolutions of Seller certified by a duly authorized manager or officer Sellers’ Board of Seller and (B) such other evidence of the power and authority of Seller to consummate the transactions described in this Agreement as Purchaser may reasonably require. (iii) ExecuteDirectors, cause to be acknowledged as appropriate and deliver to Purchaser such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by approving this Agreement and the Transactions contemplated hereby; b. A certificate, duly executed by an executive officer of each Seller, dated as of the date of the Closing, confirming that the representations and warranties made in Section 5 were true and correct in all material respects when made and are consistent with true and correct in all material respects on and as of the Cut Off Date and Closing Date, as though made on these Dates, and that each Seller has performed in all material respects all obligations required under this Agreement to be performed by it on or before the Closing; c. Signed opinion of Shibolet & Co., Advocates, counsel to the Seller in the form to be attached hereto as Exhibits 4.2.1(c), dated as of the date of the Closing and addressed to the Buyer. d. A duly executed confidentiality and non-compete agreement between the Buyer, each Seller, Xxxx Xxxxxx, Dimex Ltd. and Dimex Holdings (and do not impose any additional Liabilities on Seller beyond what is contemplated by this Agreement1998) Ltd., to be attached hereto as Exhibit 4.2.1(d). e. The consent of Bank Hapoalim, and the First International Bank to the sale of the Acquired Assets contemplated hereunder and to release their charges from the Acquired Assets and the consent of the State of Israel (ivThe Investment Center) Execute, cause to the sale of the Acquired Assets by DHG; such lien discharges shall be acknowledged as appropriate and deliver to Purchaser a closing statement or memorandum in a form reasonably acceptable to Purchaser the Buyer and its counsel; f. A certificate duly executed by each employee of the Sellers, which Buyer intends to hire as its employee, confirming, among other issues that she/he has no claims whatsoever regarding his/her work with Seller (and the “Closing Statement”receipt of all salary, payment in lieu of advance notice, severance and social payments and benefits up to the date of termination of such employees’ employment with Seller substantially in the form to be attached as Exhibit 4.2.1(f). g. Such certificates of title or other instruments of assignment and transfer with respect to the Acquired Assets as the Buyer may reasonably request and as may be necessary to vest in the Buyer good and marketable title to all and ownership on all of the Acquired Assets, in each case not subject to any Encumbrance (v) Executeas defined in Section 5.9). h. Those third party consents and assignments detailed in Exhibit 4.2.1(h), cause in a form to be acknowledged agreed by the parties. i. Notices from the Sellers, Dimex Holdings (1998) Ltd, an Israeli company No. 00-000000-0 (“DH”), and deliver Dimex Ltd. to Purchaser one the Registrar of Companies informing the registrar about their respective resolutions to change their respective names to different names which do not include the word Dimex in a form to be agreed between the parties. j. Confirmations from the Tax Authorities specifying the withholding tax rate, or more non-foreign status affidavits the exemption from same, applicable to each Seller with respect to the Purchase Price to be paid by the Buyer under this Agreement, a copy of which attached as Exhibit 4.2.1(j); k. Invoice for VAT purposes on the entire Purchase Price including for the Consideration Shares, unless waived pursuant to the provisions of Section 3.5. l. The Sellers’ Audited Financial Statements for the fiscal year 2006 and reviewed financial statements for the 9 month period ending as of September 30, 2007, in both cases, in NIS, in English, in accordance with Israeli GAAP with notes including a note of reconciliation to US GAAP. 4.2.2 The Buyer shall deliver, or procure the delivery, to the Seller of the following documents: a. A true and correct copy of resolutions of Buyer’s Board of Directors, approving this Agreement, the Transactions contemplated hereby and the issuance of the Consideration Shares pursuant to this Agreement; b. Buyer shall pay Sellers the 1st Installment by way of a banker’s check or as evidenced by a copy of a wire transfer in the amount of NIS 15,500,000. Wire transfers shall be made to the bank accounts details of which shall be provided by Sellers in writing prior to the Closing. c. Buyer shall issue the Consideration Shares to DS and shall provide Sellers with a share certificate (or a copy of same as received by Buyer from its Transfer Agent) in DS’ name representing the Consideration Shares issued to DS, and a copy of the Shareholder Register of Buyer, dully signed by an executive officer of the Buyer, recording the Consideration Shares issued to DS hereunder. d. Signed opinion of Xxxx Xxxxxx Xxxxxxx & Co., Advocates, counsel to the Buyer in the form of Exhibit Cto be attached hereto as Exhibits 4.2.2(d), dated as required by Section 1445 of the Code, if required by the lender in connection with the closing date of the RefinancingClosing and addressed to the Sellers. (vi) Executee. A certificate, cause to be acknowledged and deliver to the Title Company any non-imputation and other customary closing affidavits, certificates and agreements as the Title Company may require to issue any title policies, updates or endorsements in connection with closing duly executed by an executive officer of the Refinancing. (vii) Execute or cause to be executedBuyer, and cause to be acknowledged and filed, dated as applicable, any and all transfer tax forms, or signature pages to transfer tax forms reasonably requested by Purchaser in connection with of the transfer date of Seller’s Interest to Purchaser (or its designee) as contemplated hereunder. (b) At the Closing, Purchaser shall: (i) Pay confirming that the Purchase Price by wire transfer representations and warranties of immediately available funds to an account designated by Seller Buyer made in Section 6 were true and correct in all material respects when made and are true and correct in all material respects on and as of the other closing costs Cut Off Date and Closing Date, as though made on these Dates, and that the Buyer has performed in all material respects all obligations required under this Agreement to be borne performed by Purchaser hereunderit on or before the Closing. (ii) Execute and deliver to Seller the Assignment and Assumption of Interest Agreement. (iii) Cause each lender under any Company Financing to deliver a release of Seller and/or its Affiliates from any and all liability, direct or contingent, for which Seller and/or its Affiliates are or may be personally liable. (iv) Execute, cause to be acknowledged as appropriate and deliver such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement and that are consistent with this Agreement (and do not impose any additional Liabilities on Purchaser beyond what is contemplated by this Agreement). (v) Execute, and cause to be acknowledged, as appropriate, and deliver the Closing Statement. (vi) Execute, cause to be acknowledged and deliver to the Title Company any non-imputation and other customary closing affidavits, certificates and agreements as the Title Company may require to issue any title policies, updates or endorsements in connection with closing of the Refinancing. (vii) Execute, and cause to be notarized and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required by applicable law or advisable, in the reasonable opinion of Purchaser (as the case may be), in connection with the transfer of Seller’s Interest to Purchaser (or its designee).

Delivery of Documents at Closing. (a) At the closing of Purchaser’s acquisition of Seller’s Interest Closing, the following shall occur: (the “Closing”), A) Seller shall: (i1) Execute and deliver to Purchaser (the Title Company a duly executed and acknowledged special warranty deed or its designee) the Assignment and Assumption equivalent statutory form of Interest Agreement, which shall constitute Seller’s relinquishment of Seller’s Interest in the Joint Venture, and any share certificate(s) representing Seller’s Interest, duly endorsed deed for transfer or accompanied by one or more stock powers. (ii) Provide each Fee Property conveying marketable title to such Property to Purchaser subject only to the Permitted Encumbrances and as provided in Section 5.6 (A) a copy of the Charter Documents of Seller certified by a duly authorized manager or officer of Seller and (B) such other evidence of the power and authority of Seller to consummate the transactions described in this Agreement as Purchaser may reasonably require. (iii) Execute, cause to "Deed"). The Deed for each Fee Property shall be acknowledged as appropriate and deliver to Purchaser such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement and that are consistent with this Agreement (and do not impose any additional Liabilities on Seller beyond what is contemplated by this Agreement). (iv) Execute, cause to be acknowledged as appropriate and deliver to Purchaser a closing statement or memorandum in a form reasonably acceptable to Purchaser and Seller (the “Closing Statement”). (v) Execute, cause to be acknowledged and deliver to Purchaser one or more non-foreign status affidavits in the form of Exhibit C"J", and it shall contain the legal description of such Property from the Survey, if a Survey has been obtained by Purchaser, otherwise the legal description shall be taken from the instruments of conveyance of the Properties to Seller, as required modified by Section 1445 any subsequent partial conveyances or condemnations of portions of any such Property, to the Code, if required by the lender in connection with the closing of the Refinancing.extent available to Seller; (vi2) Executeto the extent any required consents have been obtained, cause to be acknowledged and deliver to the Title Company an executed and acknowledged assignment of lease for each Leased Property subject only to the Permitted Encumbrances ("Assignment of Lease"). The Assignment of Lease for each Leased Property shall be in the form of Exhibit "K" and shall contain the legal description of such Property from the Survey, if a Survey has been obtained by Purchaser, otherwise the legal description shall be taken from the leases or instruments of conveyance of the Properties to Seller, as modified by any non-imputation subsequent partial conveyances or condemnations of portions of any such Property, to the extent available to Seller; (3) deliver to Purchaser an executed bill of sale for all personal property and other customary closing affidavitsequxxxxnt located on each Property ("Bill of Sale"), which shall be in the form of Exhibit "L"; (4) deliver to Purchaser assignments of the Contract Dealer Agreements, the Fee & Lease Dealer Agreements and the Distributor Sales Agreements, which shall be in the form of Exhibit "M" (the Assignment of Franchise Agreement"); (5) deliver to Purchaser the executed Supply Agreement, as provided in Section 2. 1, and the executed Branded Marketer Agreement, as provided in Section 2.2; (6) to the extent obtained by Seller prior to the Closing Date, deliver to the Title Company the written consent of any lessor or landlord, if the assignment of the lease relating to a Leased Property requires such consent, such written consent to be in form and substance satisfactory to the Title Company and Purchaser; and (7) deliver to the Title Company and to Purchaser such certificates of incumbency and agreements evidence of corporate authority for the execution and delivery of this Agreement and all documents required hereunder in such form and content as the Title Company and Purchaser reasonably may require to issue any title policies, updates or endorsements in connection with closing of the Refinancingrequire. (viiB) Execute or cause to be executed, and cause to be acknowledged and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms reasonably requested by Purchaser in connection with the transfer of Seller’s Interest to Purchaser (or its designee) as contemplated hereunder. (b) At the Closing, Purchaser shall: (i1) Pay pay the Purchase Price by wire transfer of immediately available funds to an account designated by Seller and the other closing costs to be borne by Purchaser hereunder.as provided in Section 3.1; (ii2) Execute execute and deliver to Seller the Assignment and Assumption of Interest Supply Agreement., as provided in Section 2.1; and (iii3) Cause each lender under any Company Financing to deliver a release of Seller and/or its Affiliates from any and all liability, direct or contingent, for which Seller and/or its Affiliates are or may be personally liable. (iv) Execute, cause to be acknowledged as appropriate and deliver such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement and that are consistent with this Agreement (and do not impose any additional Liabilities on Purchaser beyond what is contemplated by this Agreement). (v) Execute, and cause to be acknowledged, as appropriate, and deliver the Closing Statement. (vi) Execute, cause to be acknowledged execute and deliver to Seller the Title Company any non-imputation and other customary closing affidavits, certificates and agreements as the Title Company may require to issue any title policies, updates or endorsements in connection with closing of the Refinancing. (vii) Execute, and cause to be notarized and filedBranded Marketer Agreement, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required by applicable law or advisable, provided in the reasonable opinion of Purchaser (as the case may be), in connection with the transfer of Seller’s Interest to Purchaser (or its designee)Section 2.2.

Delivery of Documents at Closing. The parties hereto shall separately make the following deliveries to the other parties hereto at the Closing: 5.1 The Partnership is delivering (or causing to be delivered) to the Redeemed Partners the following agreements and documents: (a) At A duly executed counterpart of the closing of Purchaser’s acquisition of Seller’s Interest (the “Closing”)MC Partner Assignment, Seller shall:SGP Partner Assignment and Special Interests Assignment Agreement; (ib) Execute A certificate of good standing and/or subsistence for the Partnership, dated not more than thirty (30) days prior to the Closing Date, issued by the Secretary of State of the State of Delaware; (c) Certified copy of a consent duly adopted by the Partnership and deliver the Remaining Partners (and/or such other consents and resolutions in accordance with the Partnership Agreement and applicable law) expressly authorizing the execution, delivery and performance of this Agreement and of each of the Related Documents to Purchaser which it is a party; (or its designeed) A Certificate from the Partnership certifying that (x) the Assignment Partnership has obtained all required consents that are required to be obtained or made by or with respect to the Partnership in connection with the Redemption, the execution, delivery and Assumption performance on the Closing Date of Interest Agreementthis Agreement and the Related Documents by the Partnership and the consummation of the transactions contemplated hereby and thereby by the Partnership, which shall constitute Seller’s relinquishment of Seller’s Interest such required consents are listed on Schedule 5.1(d) and (y) all required consents are in the Joint Venture, full force and any share certificate(s) representing Seller’s Interest, duly endorsed for transfer or accompanied by one or more stock powers.effect; (iie) Provide A Certificate from the Partnership certifying that to Purchaser the Partnership’s knowledge (Ax) a copy there is no action, suit, investigation or proceeding pending or threatened with any Governmental or Regulatory Authority which seeks to enjoin, restrain or prohibit or materially delay any of the Charter transactions contemplated by the Agreement or any of the Related Documents of Seller certified by a duly authorized manager or officer of Seller and (By) such other evidence no Governmental or Regulatory Authority of competent jurisdiction has, on or prior to the power Closing Date, enacted, issued, promulgated, enforced or entered any Order which is in effect and authority prohibits or materially restricts or materially adversely affects the consummation of Seller to consummate the transactions described in this Agreement as Purchaser may reasonably require. (iii) Execute, cause to be acknowledged as appropriate and deliver to Purchaser such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement and the Related Documents; (f) Duly executed counterparts of the Component LP Agreements other than by the Special General Partner; (g) A fully executed License Agreement; (h) Counterpart(s) of the Xxxx-Xxxx Rights Agreement, duly executed by all parties thereto other than the Redeemed Partners; (i) Duly executed counterparts of the Memorandum other than by the Redeemed Partners; and (j) Such other consents, resolutions, releases, documents and instruments as may be reasonably required, or requested by any Redeemed Partner, to effectuate the terms of this Agreement and to comply with the terms hereof. 5.2 Each of the Redeemed Partners is delivering (or causing to be delivered) to the Partnership the following agreements: (a) A duly executed counterpart of the MC Partner Assignment, SGP Assignment and Special Interests Assignment Agreement; (b) A certificate of good standing and/or subsistence for each of the Redeemed Partners, dated not more than thirty (30) days prior to the Closing Date, issued by the Secretary of State of the State of New Jersey; (c) A certified copy of a consent for each Redeemed Partner duly adopted by such Redeemed Partner expressly authorizing the execution, delivery and performance of this Agreement and the Related Documents to which it is a party; (d) A Certificate from each Redeemed Partner certifying that (x) such Redeemed Partner has obtained all required consents that are consistent with this Agreement (and do not impose any additional Liabilities on Seller beyond what is contemplated by this Agreement). (iv) Execute, cause required to be acknowledged as appropriate and deliver obtained or made by or with respect to Purchaser a closing statement or memorandum in a form reasonably acceptable to Purchaser and Seller (the “Closing Statement”). (v) Execute, cause to be acknowledged and deliver to Purchaser one or more non-foreign status affidavits in the form of Exhibit C, as required by Section 1445 of the Code, if required by the lender such Redeemed Partner in connection with the closing Redemption, the execution, delivery and performance on the Closing Date of this Agreement and the Related Documents by such Redeemed Partner and the consummation of the Refinancing.transactions contemplated hereby and thereby by such Redeemed Partner, which such required consents are listed on Schedule 5.2(d) and (y) all required consents are in full force and effect; (vie) ExecuteA Certificate from each of the member(s) of each of the Redeemed Partners certifying that to such Redeemed Partner’s Knowledge (x) there is no action, cause suit, investigation or proceeding pending or threatened with any Governmental or Regulatory Authority which seeks to be acknowledged enjoin, restrain or prohibit or materially delay any of the transactions contemplated by any of this Agreement and deliver the Related Documents and (y) no Governmental or Regulatory Authority of competent jurisdiction has, on or prior to the Title Company Closing Date, enacted, issued, promulgated, enforced or entered any non-imputation Order which is in effect and other customary closing affidavits, certificates and agreements as prohibits or materially restricts or materially adversely affects the Title Company may require to issue any title policies, updates or endorsements in connection with closing consummation of the Refinancing. (vii) Execute or cause to be executed, and cause to be acknowledged and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms reasonably requested by Purchaser in connection with the transfer of Seller’s Interest to Purchaser (or its designee) as contemplated hereunder. (b) At the Closing, Purchaser shall: (i) Pay the Purchase Price by wire transfer of immediately available funds to an account designated by Seller and the other closing costs to be borne by Purchaser hereunder. (ii) Execute and deliver to Seller the Assignment and Assumption of Interest Agreement. (iii) Cause each lender under any Company Financing to deliver a release of Seller and/or its Affiliates from any and all liability, direct or contingent, for which Seller and/or its Affiliates are or may be personally liable. (iv) Execute, cause to be acknowledged as appropriate and deliver such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement and that are consistent with this Agreement (and do not impose any additional Liabilities on Purchaser beyond what is contemplated by this Agreement).the Related Documents; (vf) ExecuteA certificate from each Redeemed Partner, and cause to be acknowledged, as appropriate, and deliver the Closing Statement. (vi) Execute, cause to be acknowledged and deliver to the Title Company any non-imputation and other customary closing affidavits, certificates and agreements as the Title Company may require to issue any title policies, updates or endorsements in connection with closing of the Refinancing. (vii) Execute, and cause to be notarized and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required duly executed by applicable law or advisablesuch Redeemed Partner, in the reasonable opinion form prescribed by Treasury Regulations Section 1.1445-2(b)(2) to the effect that it is not a “foreign person” as that term is defined in Section 1445(f)(3) of Purchaser (as the case may be)Code, in connection order to avoid the imposition of the withholding tax payment pursuant to Section 1445 of the Code; (g) Such other consents, resolutions, releases, documents and instruments as may be reasonably required or requested by the Partnership to effectuate the terms of this Agreement and to comply with the transfer terms hereof; (h) Duly executed counterparts of Seller’s Interest the Xxxx-Xxxx Rights Agreement; (i) Duly executed counterparts of the Component LP Agreements; and (j) Duly executed counterparts of the Memorandum other than by the Partnership and the Remaining Partner. 5.3 Meadowlands Partnership is delivering to Purchaser (or its designee)the Redeemed Partners a fully executed copy of the Amended and Restated Partnership Agreement.