Common use of Documents to be Delivered by Sellers Clause in Contracts

Documents to be Delivered by Sellers. At the Closing, Sellers shall deliver, or cause to be delivered, to Buyer (or, if Buyer so elects, to its designee) the following: (a) the share certificates for the Management Shares duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto; (b) the share certificate for the HemcoNic Interest duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto; (c) written resignations of each of the directors of the Acquired Companies; (d) the Cooperation Agreement duly executed by Affiliate(s) of Sellers reasonably acceptable to Buyer; (e) the Transition Services Agreement duly executed by Affiliate(s) of Sellers reasonably acceptable to Buyer; (f) a Seller Release duly executed by Sellers; (g) if not already executed and delivered, the Management Services Agreement duly executed by an Affiliate of Sellers reasonably acceptable to Buyer; (h) a written legal opinion from Kutkevicius Xxxxx, LLP, counsel to TWL, addressed to Buyer, dated as of the Closing Date, covering matters relating to TWL, in a form reasonably acceptable to Buyer and its counsel; (i) executed documentation for the sale and transfer of the Excluded HemcoNic Interests to an Affiliate of Sellers in consideration for a promissory note (the “Forestry Note”) and the assignment of the Forestry Note as directed by Sellers, all to be effective on a date in 2011 reasonably acceptable to the parties; and (j) such other documents as Buyer shall reasonably request.

Documents to be Delivered by Sellers. At the Closing, or at such place at the Closing time between their respective representatives as agreed with respect to the items specified in Section 3.5(e), Sellers shall deliver, or cause deliver to be delivered, to Buyer (or, if Buyer so elects, to its designee) the followingPurchaser: (a) a duly executed counterpart of a Xxxx of Sale transferring the share certificates for the Management Shares duly endorsed or accompanied by stock powers duly endorsed in blankSale Assets and Assumed Liabilities to Purchaser, with free and clear of any required transfer stamps affixed theretoand all Liens (other than Permitted Liens); (b) stock certificates representing all of the share certificate for the HemcoNic Interest Shares, including duly endorsed or accompanied by executed stock powers duly endorsed in blank, with any required proper form for transfer stamps affixed theretoand evidence that Purchaser is entered on the register of members of the Company kept pursuant to the Companies Act (Nova Scotia) (the “Register”) as the holder of the Shares; (c) written resignations of each a duly executed counterpart of the directors Assignment of the Acquired CompaniesTrademarks; (d) the Cooperation Agreement a duly executed by Affiliate(s) counterpart of Sellers reasonably acceptable to Buyerthe Transition Services Agreement; (e) such other certificates, deeds, transfer agreements, bills of sale, invoices, endorsements, assignments, affidavits, Tax certificates, and other good and sufficient instruments of sale, assignment, conveyance and transfer, as are reasonably requested by Purchaser or its designees to effectively convey to Purchaser or its designees good and marketable right, title and interest in and to all of the Transition Services Agreement duly executed by Affiliate(s) Sale Assets, free and clear of Sellers reasonably acceptable to Buyerany and all Liens other than Permitted Liens; (f) a Seller Release duly executed by Sellerscertified copy of the resolutions of the Board of Directors of each of Sellers and the Company, authorizing and approving this Agreement, the transfer of the Shares and Sale Assets to Purchaser and all other transactions and agreements contemplated hereby; (g) if not already executed and delivered, the Management Services Agreement duly executed by an Affiliate copies of Sellers reasonably acceptable to Buyerall Required Consents; (h) a written legal opinion from Kutkevicius Xxxxx, LLP, counsel to TWL, addressed to Buyer, dated as any documentation available and necessary for the use of the Closing Date, covering matters relating to TWL, in a form reasonably acceptable to Buyer proprietary software of the Business including all passwords and its counselcodes; (i) executed documentation evidence that all security interests (excluding Permitted Liens), if any, granted by any Seller with respect to the Business Assets to secure payment of Indebtedness for borrowed money shall have been released and terminated or upon repayment of such Indebtedness, will immediately be released and terminated; (j) a certificate from an officer of each of Sellers and the sale Company, given by such on officer on behalf of each of Sellers and transfer the Company and not in his individual capacity, to the effect that the conditions set forth in Sections 8.1 through 8.4 have been satisfied; (k) a certificate from the Governmental Entity in each jurisdiction of each Seller and the Company as to the good standing of each Seller and the Company if applicable in the relevant jurisdiction; (l) a completed nonforeign affidavit pursuant to Section 1445(b)(2) of the Excluded HemcoNic Interests Code; (m) written resignations of the directors and officers of the Company; (n) titles to an Affiliate the vehicles owned, used, held or intended for use by any of Sellers primarily in consideration for connection with the Business; (o) any executed waivers and releases or payoff letters provided by the lenders under that certain Amended and Restated Credit Agreement dated as of October 29, 2004 and any other third party lenders and UCC termination statements (or their foreign analogs) or other releases as may be required by Purchaser to evidence the satisfaction of the Business’s debt and effect the release of all Liens, other than Permitted Liens; (p) corporate record books and stock record books of the Company; (q) a promissory note duly executed counterpart of the Flow of Funds Memorandum; (r) such other documents evidencing the “Forestry Note”) existence and authority of Sellers to enter into this Agreement and the assignment of Transaction Documents and consummate the Forestry Note transactions contemplated hereby and thereby as directed by Sellers, all to be effective on a date in 2011 Purchaser may reasonably acceptable to the partiesrequest; and (js) such other documents as Buyer shall reasonably requestevidence of the assignment by Seller to Purchaser of the agreements on Schedule 3.5(s).

Documents to be Delivered by Sellers. At the Closing, Sellers shall deliver, or cause to be delivered, deliver to Buyer (or, if Buyer so elects, to its designee) the following: (ai) An Assignment/Assumption Agreement (the share certificates for "Assignment/ Assumption Agreement") in the Management Shares duly endorsed or accompanied by stock powers duly endorsed form attached hereto as Exhibit A and a Bill of Sale and Assignment (the "Bill of Sale") in blank, with any required transfer stamps affixed theretothe form attached hereto as Exhibit B; (bii) For each interest in real property owned by Sellers and identified on Schedule 2.1(a)(ii), a recordable special warranty deed, but subject to the share certificate Permitted Encumbrances, and for each interest in real property leased by Sellers and identified on Schedule 2.1(a)(ii), an Assignment and Assumption of Lease or such other appropriate document or instrument of transfer, executed by the HemcoNic Interest duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed theretoapplicable Seller (the "Real Estate Conveyances"); (ciii) written resignations of each All assignments of the Intellectual Property, the Publishing Assets and the Record Assets, letters of direction and all such other reasonable necessary instruments of transfer and conveyance (the "IP Assignments") that Buyer may request at or prior to the Closing; provided that such instruments shall not contain any representations and warranties or indemnities other than those contained in this Agreement, or otherwise alter or expand upon such representations and warranties; (iv) Stock certificates or other appropriate evidence of ownership of the Subsidiaries duly endorsed to Buyer (collectively, with the Assignment/ Assumption Agreement, the IP Assignments and the Real Estate Conveyances, "Sellers' Closing Documents"); (v) The certificates and other documents required to be delivered by Seller on or before the Closing Date pursuant to Section 7.1 hereof or any other provision of this Agreement; (vi) Resignations of officers and directors of the Acquired CompaniesSubsidiaries; (dvii) The release of the Cooperation Agreement duly executed by Affiliate(s) Guaranty of Sellers reasonably acceptable to Buyer; (e) the Transition Services Agreement duly executed by Affiliate(s) of Sellers reasonably acceptable to Buyer; (f) a Seller Release duly executed by Sellers; (g) if not already executed and delivered, the Management Services Agreement duly executed by an Affiliate of Sellers reasonably acceptable to Buyer; (h) a written legal opinion from Kutkevicius Xxxxx, LLP, counsel to TWL, addressed to Buyer, dated as of the Closing Date, covering matters relating to TWL, in a form reasonably acceptable to Buyer and its counsel; (i) executed documentation for the sale and transfer of the Excluded HemcoNic Interests to an Affiliate of Sellers in consideration for a promissory note (the “Forestry Note”) and the assignment of the Forestry Note as directed by Sellers, all to be effective referenced on a date in 2011 reasonably acceptable to the partiesSchedule 4.4; and (jviii) such Sellers shall make available any tangible item of the Artwork and the Masters that may be stored at premises other documents as Buyer shall reasonably requestthan the Property for pick-up by Buyer.

Documents to be Delivered by Sellers. At the Closing, Sellers shall deliver, or cause deliver to Buyers the following items (all documents which by their terms are to be delivered, to Buyer (or, if Buyer so elects, to its designee) the following:executed by Sellers shall be duly executed by Sellers): (a) the share certificates for the Management Shares duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto; (b) the share A certificate for the HemcoNic Interest duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto; (c) written resignations of each of the directors of the Acquired Companies; (d) the Cooperation Agreement duly executed by Affiliate(s) of Sellers reasonably acceptable to Buyer; (e) the Transition Services Agreement duly executed by Affiliate(s) of Sellers reasonably acceptable to Buyer; (f) a Seller Release duly executed by Sellers; (g) if not already executed and delivered, the Management Services Agreement duly executed by an Affiliate of Sellers reasonably acceptable to Buyer; (h) a written legal opinion from Kutkevicius Xxxxx, LLP, counsel to TWL, addressed to BuyerSeller, dated as of the Closing Date, covering matters relating certifying that the closing conditions specified in Section 10.1(a) and 10.1(b) have been satisfied; (b) Duly executed instruments of conveyance and transfer effecting the sale, transfer, assignment and conveyance of the Assets to TWLBuyers as contemplated herein and mutually agreed upon by Buyers and Sellers, in a form reasonably acceptable to Buyer and its counsel;including the following: (i) executed documentation for the sale and transfer assignment of the Excluded HemcoNic Interests FCC Licenses, in customary form reasonably satisfactory to Buyers and Sellers; (ii) a xxxx of sale from Sellers for all Assets, in customary form reasonably satisfactory to Buyers and Sellers; (iii) an Affiliate assignment of Sellers’ rights and the assumption of Sellers’ obligations under the Assumed Contracts (other than the Real Estate Leases) in customary form reasonably satisfactory to Buyers and Sellers in consideration for a promissory note (the “Forestry NoteContract Assignment and Assumption”); (iv) an assignment of Sellers’ rights and the assignment assumption of Sellers’ obligations under each of the Forestry Note as directed Real Estate Leases, in customary form reasonably satisfactory to Buyers and Sellers (the “Lease Assignment and Assumption”) (v) if provided by Sellersthe lessors in accordance with their customary procedures, all to be effective on then estoppel certificates that are in each lessor’s customary form duly executed by the lessors or licensors under each of the Real Estate Leases (each, a date in 2011 reasonably acceptable to “Lease Estoppel”); (c) A copy of the partiesMaterial Consent; and (jd) such Such other documents documents, information, certificates and materials as Buyer shall may be reasonably requestrequired by Buyers.

Documents to be Delivered by Sellers. At the Closing, Sellers shall deliver, or cause to be delivereddelivered or made available, to Buyer (or, if Buyer so elects, to its designee) Purchaser the following: (a) all necessary documents, duly executed where so required, to transfer good title (with full title guarantee for Companies organized under the laws of the United Kingdom) in all the Shares to Purchaser free and clear of all Liens except Permitted Exceptions, including Local Agreements to the extent set forth on Schedule 8.3 or otherwise agreed upon by parties; (i) the share certificates for (including in relation to any bearer shares) or such other documents representing all of the Management Shares Sellers’ record and beneficial ownership in and to the Companies duly endorsed endorsed, where necessary, with the name of the Purchaser or its Affiliate or in blank or accompanied by stock powers transfer powers, and (ii) transfers in common form relating to all the shares of the Companies listed on Annex A organized under the laws of the United Kingdom duly endorsed executed in blank, with any required transfer stamps affixed thereto; (b) favor of the share certificate for Purchaser or its designee and certificates relating to the HemcoNic Interest duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed theretoshares of such Companies; (c) written resignations such other documents as Purchaser shall reasonably request to transfer the Shares, and to exercise all voting and other rights attaching to the Shares including to the extent required, evidence of each registry of the directors Shares in the name of Purchaser on the stockholders’ registry of a Company, or an irrevocable power of attorney executed by each Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration of the Acquired Companiestransfers of the Shares, to exercise all voting and other rights attaching to the Shares and to appoint proxies for that purpose; (d) in respect of each Company, the Cooperation Agreement duly executed certificates of incorporation, seal (if it exists), by-laws, operating agreement or equivalent organizational document, certified by Affiliate(sthe secretary, assistant secretary or equivalent person of the relevant Company, and the share register and share certificate book (with any unissued share certificates) and all minute books and other statutory books or such equivalent items in the relevant jurisdiction as are kept by such Company or are required by the Law of Sellers reasonably acceptable the jurisdiction where such Company is incorporated to Buyerbe kept by such Company and, where applicable, certificates of good standing in each Company’s jurisdiction of organization as of a recent date; (e) any additional books and records of the Transition Services Agreement duly executed Company or related to the Businesses not located at the Company Properties including, without limitation, common seals, statutory books, share certificate books, check books, leases, title deeds and Permits obtained by Affiliate(s) or issued to any of Sellers reasonably acceptable to Buyer;the Companies. (f) a Seller Release duly executed by Sellerswritten resignation from each of the directors (or, if none, the managers or their equivalent positions) and officers of each Company resigning their offices (or other corporate action evidencing their removal from office) except as agreed prior to the Closing Date with Purchaser; (g) if not already executed for Pactiv Jiffy Limited, Ambassador Packaging Limited, Grainger Xxxxx Limited and deliveredPactiv (UK) Ltd. (the “UK Companies”), a copy of letters of resignation as auditors of each such UK Company signed by the Management Services Agreement duly executed by an Affiliate auditors of Sellers reasonably acceptable each such UK Company and complying with s392 Companies Act (or its equivalent in the relevant territory), together with a statement pursuant to Buyers394(1) Companies Act (or its equivalent in the relevant territory), acknowledging that there are no circumstances connected with their ceasing to hold office which should be brought to the attention of the members or creditors of the UK Companies; (h) a written legal opinion from Kutkevicius Xxxxxcopy of each Ancillary Agreement, LLPduly executed by Sellers and/or their relevant Affiliates; (i) to the extent required by Law, counsel copies of all minutes of meetings with the workers councils of a Company, evidencing consultation as to TWL, addressed the contemplated transactions as required; (j) the certificate required under Section 7.1; (k) an affidavit of Pactiv issued pursuant to Buyer, and in compliance with Section 1445 of the Code (and the regulations thereunder) and dated as of the Closing Date, covering matters relating to TWL, in a form reasonably acceptable satisfactory to Buyer and its counsel; (i) executed documentation for Purchaser, certifying that Pactiv is not a “foreign person” within the sale and transfer meaning of Section 1445 of the Excluded HemcoNic Interests to an Affiliate of Sellers in consideration for a promissory note (the “Forestry Note”) and the assignment of the Forestry Note as directed by Sellers, all to be effective on a date in 2011 reasonably acceptable to the partiesCode; and (jl) such other documents as Buyer shall Purchaser may reasonably requestrequest to consummate the transactions contemplated by this Agreement.

Documents to be Delivered by Sellers. At the Closing, closing Sellers shall deliver, or cause deliver to be delivered, to Buyer (or, if Buyer so elects, to its designee) Purchaser the followingfollowing documents: (a) Duly executed assignments of the share certificates for the Management Shares duly endorsed or accompanied by stock powers duly endorsed Land Leases and Tenant Leases, together with all required estoppels, waivers and consents thereto, in blank, with any required transfer stamps affixed thereto;form and substance satisfactory to Purchaser. (b) The originals or copies of the share certificate for the HemcoNic Interest duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto;Land Leases and Tenant Leases. (c) written resignations A duly executed bill of each sale absolute as to the Personalty with full warranties of the directors of the Acquired Companies;tixxx and no liens, in form and substance acceptable to Purchaser. (d) A certificate signed by the Cooperation Sellers that the representations and warranties made by them in this Agreement duly executed are true and correct on and as of the Closing Date with the same effect as through such representations and warranties had been made on or given on and as of the Closing Date and that Sellers have performed and complied with all its obligations under this Agreement which are to be performed or complied with by Affiliate(s) of Sellers reasonably acceptable or prior to Buyer;or on the Closing Date. (e) the Transition Services Agreement duly executed by Affiliate(s) of Sellers reasonably acceptable to Buyer; (f) a Seller Release duly executed by Sellers; (g) if not already executed and delivered, the Management Services Agreement duly executed by an Affiliate of Sellers reasonably acceptable to Buyer; (h) a A written legal opinion from Kutkevicius Xxxxx, LLP, counsel to TWL, addressed to Buyer, for Sellers dated as of the Closing DateDate addressed to the Purchaser and its counsel satisfactory in form and substance to Purchaser to the effect that: (1) The corporate existence and good standing and qualification of Company is as stated in Subparagraph 2.1; (2) This Agreement has been duly executed and delivered by Sellers and constitutes a legal, covering matters valid and binding obligation of them enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy and other laws affecting creditors' rights generally and by the availability of equitable remedies; (3) The Company has all requisite power and authority to own its property and operate its business as and where it is now being conducted; (4) The Company has title to all of the Transferred Assets free and clear of all mortgages, liens, leases, pledges, charges, security interests, or encumbrances of any nature whatsoever except as set forth in such opinion; (5) To such counsel's knowledge after due investigation, this Agreement is the legal, valid and binding obligation of the Company enforceable in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy and other laws affecting creditors' rights generally and by the availability of equitable remedies; (6) Counsel has no knowledge of any of the proceedings stated in Subparagraph 2.3(c); (7) To the best of counsel's actual knowledge without any investigation required, Company is in compliance with all statutes, regulations, rules and executive orders of all government authorities; (8) To the best of counsel's knowledge Seller's representations and warranties in Subparagraph 2 are true and correct; and (9) The Noncompetition Agreement provided for herein to be entered into between all or certain of the Sellers and Purchaser or Company, as the case may be, are valid and binding individual obligations of the Sellers who are parties to such agreements, enforceable against each of them in accordance with the terms of such provisions. (10) The transaction contemplated by this Agreement shall not cause or result in the filing of a bankruptcy or insolvency proceeding under state or federal law. (f) Noncompetition agreements between the Seller, each of John C. Santangelo and Gerald Harkins and the Purchaser, in satisxxxxxxx xxxx xx Xxrchasex. Xxxx xxxxements shall specify that, for a five year term after Closing, the Seller and/or Shareholders shall not thereafter, directly or indirectly, construct, participate in site development for, acquire any interest in, or provide financing for an antenna site within ten (10) miles of any of the Transferred Assets, without the prior written consent of Purchaser. Purchaser shall not unreasonably withhold consent to development or participation in development or financing by Seller and/or Shareholders of an antenna site, but shall not consent if such development may, in the opinion of Purchaser, have a potentially material adverse impact on the use of or demand for tower space for any Transferred Asset. Purchaser shall provide Seller and/or Shareholders with Purchaser's determination of whether Purchrchaser, Purchaser shall have the exclusive option to purchase any tower constructed within such ten (10) mile radius, to be exercised at any time after the twelfth (12th) month following the commencement of construction of the tower. The purchase price of the tower shall be the sum of the prior 12 months trailing cash flow multiplied by ten. This Noncompetition Agreement shall exclude other interests currently constructed and held by the Sellers and not sold hereby. Purchaser hereby consents to the development of the Mattapoisett antenna site. (g) Copies of the Articles of Incorporation and good standing certificate certified by the secretary of state. (h) Incumbency certificate relating to TWLall parties executing documents relating to any of the transactions contemplated hereby. (i) General releases in form and substance satisfactory to Purchaser of all claims that any officer, director or partner of Company may have to the date of closing against Purchaser. (j) Duly executed Massachusetts Quitclaim Deed for the Old County Road site in Wareham and a title insurance commitment and final policy in favor of Purchaser, in a form reasonably and substance acceptable to Buyer and its counsel;Purchaser. (ik) executed documentation for the sale Such other documents of transfer, certificates of authority and transfer of the Excluded HemcoNic Interests to an Affiliate of Sellers in consideration for a promissory note (the “Forestry Note”) and the assignment of the Forestry Note as directed by Sellers, all to be effective on a date in 2011 reasonably acceptable to the parties; and (j) such other documents as Buyer shall Purchaser may reasonably request.

Documents to be Delivered by Sellers. At the Closing, Sellers shall deliver, or cause to be delivered, to Buyer (or, if Buyer so elects, to its designee) Buyers the following: (ai) the share stock certificates for evidencing the Management Shares duly endorsed and (ii) one or accompanied by more executed stock powers duly endorsed in blankblank or other instruments of transfer, dated the Closing Date, transferring to Buyers all of each Seller's right, title and interest in and to the respective Shares, provided, however, that the Shares specified on Schedule 8.1(a) may be delivered in accordance with any required transfer stamps affixed theretothe procedures described on Schedule 8.1(a); (b) the share certificate for Bill xx Sale, substantially in the HemcoNic Interest duly endorsed or accompanied form of Exhibit A, executed by stock powers duly endorsed the Canadian Seller, transferring to the North American Buyer all the Canadian Seller's right, title and interest in blank, and to the assets of Ertl Canada together with any required transfer stamps affixed theretopossession of such assets; (c) written resignations the Assumption Agreement, substantially in the form of each of Exhibit B hereto (the directors of the Acquired Companies"Assumption Agreement"), executed by Canadian Seller; (d) a copy of resolutions of the Cooperation board of directors of each Seller authorizing the execution, delivery and performance of this Agreement by each Seller and a certificate of the secretary or assistant secretary of each Seller, dated the Closing Date, that such resolutions were duly executed by Affiliate(s) of Sellers reasonably acceptable to Buyeradopted and are in full force and effect; (e) a certificate, dated the Transition Services Agreement duly Closing Date, executed by Affiliate(s) an officer of Sellers reasonably acceptable certifying to Buyerthe fulfillment of the conditions specified in Sections 7.1(a), 7.1(b) and 7.1(g); (f) a Seller Release duly the tax sharing and indemnification agreement in the form of Exhibit D (the "Tax Sharing Agreement") executed by the Sellers; (g) if not already executed and delivered, a registration rights agreement in the Management Services Agreement duly form of Exhibit E (the "Registration Rights Agreement") executed by an Affiliate of Sellers reasonably acceptable to Buyerthe Sellers; (h) a written legal opinion from Kutkevicius Xxxxx, LLP, of the general counsel to TWL, addressed to Buyerof USI, dated as of the Closing Date, covering matters relating to TWL, in a substantially the form reasonably acceptable to Buyer and its counselof Exhibit F; (i) executed documentation for the sale a cross-receipt acknowledging payment and transfer receipt of the Excluded HemcoNic Interests to an Affiliate Initial Price; (j) a tax affidavit, substantially in the form of Sellers Exhibit C attached hereto; (k) An opinion, in consideration for a promissory note (the “Forestry Note”) form and the assignment of the Forestry Note as directed by Sellers, all to be effective on a date in 2011 substance reasonably acceptable to Buyers, from legal counsel reasonably satisfactory to Buyers as to the partiesgood and valid title of the Subsidiaries to the Owned Property, subject only to the Permitted Liens; and (jl) such other documents as Buyer shall Buyers may reasonably requestrequest for the purpose of (i) evidencing the satisfaction of any condition referred to in Section 7.1, or (ii) otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement.

Documents to be Delivered by Sellers. At the Closing, Sellers shall deliver, or cause to be delivered, to Buyer (or, if Buyer so elects, to its designee) the following: (a) the share Sellers shall execute and deliver to Buyer the original certificates for all of the Management Shares duly endorsed Fiduciary Shares, together with a written notice of exercise of the Cash Option or accompanied by Securities Option and with stock transfer powers duly endorsed in blankexecuted by AFS and Hixxxx xnd satisfactory to Buyer, with any required transferring to Buyer good and marketable title to the Fiduciary Shares free and clear of all liens, claims, encumbrances and transfer stamps affixed theretorestrictions whatever; (b) the share Principal Stockholders shall deliver to Buyer a certificate for of incumbency and copy of the HemcoNic Interest resolutions adopted by the Board of Directors of AFS, authorizing the execution and delivery of this Agreement, duly endorsed certified as of the Closing Date by the Secretary or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed theretoan Assistant Secretary of AFS; (c) written resignations the Principal Stockholders shall deliver to Buyer certificates of good standing or their equivalent, each dated not more than ten days prior to the Closing Date, attesting to the good standing of AFS and Fiduciary as corporations under the laws of the State of Delaware and as a foreign corporation under the laws of each of the directors of the Acquired Companies;jurisdiction set forth on Schedule 2.1. (d) to the Cooperation Agreement duly executed extent any consents or approvals shall be necessary to any of the transactions herein contemplated, or to the effective transfer of the Fiduciary Shares, the Principal Stockholder shall deliver to Buyer copies of all such consents or approvals as obtained by Affiliate(s) of Sellers reasonably acceptable to Buyerthem; (e) the Transition Services Agreement duly executed Principal Stockholders shall deliver to Buyer (A) the Certificate of Incorporation, as amended, of Fiduciary, certified by Affiliate(sthe Secretary of State of the State of Delaware as of a date not more than ten days prior to the Closing Date, and (B) the Bylaws, as amended, of Sellers reasonably acceptable to BuyerFiduciary, certified as of the Closing Date by the Secretary or an Assistant Secretary; (f) a Seller Release duly executed by Sellers;the Principal Stockholders shall deliver to Buyer the resignations of the directors of Fiduciary and such officers of Fiduciary as Buyer shall request; and (g) if not already executed and delivered, the Management Services Agreement duly executed by an Affiliate of Sellers reasonably acceptable to Buyer; (h) a written legal opinion from Kutkevicius Xxxxx, LLP, counsel to TWL, addressed to Buyer, dated as of the Closing Date, covering matters relating to TWL, in a form reasonably acceptable Principal Stockholders shall deliver to Buyer the original corporate minute books, stock transfer books and its counsel; (i) executed documentation for the sale and transfer corporate seal of the Excluded HemcoNic Interests to an Affiliate of Sellers in consideration for a promissory note (the “Forestry Note”) and the assignment of the Forestry Note as directed by Sellers, all to be effective on a date in 2011 reasonably acceptable to the parties; and (j) such other documents as Buyer shall reasonably requestFiduciary.

Documents to be Delivered by Sellers. At the Closing, closing Sellers shall deliver, or cause deliver to be delivered, to Buyer (or, if Buyer so elects, to its designee) Purchaser the followingfollowing documents: (a) Duly executed assignments of the share certificates for the Management Shares duly endorsed or accompanied by stock powers duly endorsed Land Leases and Tenant Leases, together with all required estoppels, waivers and consents thereto, in blank, with any required transfer stamps affixed thereto;form and substance satisfactory to Purchaser. (b) The originals or copies of the share certificate for the HemcoNic Interest duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto;Land Leases and Tenant Leases. (c) written resignations A duly executed xxxx of each sale absolute as to the Personalty with full warranties of the directors of the Acquired Companies;title and no liens, in form and substance acceptable to Purchaser. (d) A certificate signed by the Cooperation Sellers that the representations and warranties made by them in this Agreement duly executed are true and correct on and as of the Closing Date with the same effect as through such representations and warranties had been made on or given on and as of the Closing Date and that Sellers have performed and complied with all its obligations under this Agreement which are to be performed or complied with by Affiliate(s) of Sellers reasonably acceptable or prior to Buyer;or on the Closing Date. (e) the Transition Services Agreement duly executed by Affiliate(s) of Sellers reasonably acceptable to Buyer; (f) a Seller Release duly executed by Sellers; (g) if not already executed and delivered, the Management Services Agreement duly executed by an Affiliate of Sellers reasonably acceptable to Buyer; (h) a A written legal opinion from Kutkevicius Xxxxx, LLP, counsel to TWL, addressed to Buyer, for Sellers dated as of the Closing DateDate addressed to the Purchaser and its counsel satisfactory in form and substance to Purchaser to the effect that: (1) The corporate existence and good standing and qualification of Company is as stated in Subparagraph 2.1; (2) This Agreement has been duly executed and delivered by Sellers and constitutes a legal, covering matters valid and binding obligation of them enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy and other laws affecting creditors' rights generally and by the availability of equitable remedies; (3) The Company has all requisite power and authority to own its property and operate its business as and where it is now being conducted; (4) The Company has title to all of the Transferred Assets free and clear of all mortgages, liens, leases, pledges, charges, security interests, or encumbrances of any nature whatsoever except as set forth in such opinion; (5) To such counsel's knowledge after due investigation, this Agreement is the legal, valid and binding obligation of the Company enforceable in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy and other laws affecting creditors' rights generally and by the availability of equitable remedies; (6) Counsel has no knowledge of any of the proceedings stated in Subparagraph 2.3(c); (7) To the best of counsel's actual knowledge without any investigation required, Company is in compliance with all statutes, regulations, rules and executive orders of all government authorities; (8) To the best of counsel's knowledge Seller's representations and warranties in Subparagraph 2 are true and correct; and (9) The Noncompetition Agreement provided for herein to be entered into between all or certain of the Sellers and Purchaser or Company, as the case may be, are valid and binding individual obligations of the Sellers who are parties to such agreements, enforceable against each of them in accordance with the terms of such provisions. (10) The transaction contemplated by this Agreement shall not cause or result in the filing of a bankruptcy or insolvency proceeding under state or federal law. (f) Noncompetition agreements between the Seller, each of Xxxx X. Xxxxxxxxxx and Xxxxxx Xxxxxxx and the Purchaser, in satisfactory form to Purchaser. Such agreements shall specify that, for a five year term after Closing, the Seller and/or Shareholders shall not thereafter, directly or indirectly, construct, participate in site development for, acquire any interest in, or provide financing for an antenna site within ten (10) miles of any of the Transferred Assets, without the prior written consent of Purchaser. Purchaser shall not unreasonably withhold consent to development or participation in development or financing by Seller and/or Shareholders of an antenna site, but shall not consent if such development may, in the opinion of Purchaser, have a potentially material adverse impact on the use of or demand for tower space for any Transferred Asset. Purchaser shall provide Seller and/or Shareholders with Purchaser's determination of whether Purchrchaser, Purchaser shall have the exclusive option to purchase any tower constructed within such ten (10) mile radius, to be exercised at any time after the twelfth (12th) month following the commencement of construction of the tower. The purchase price of the tower shall be the sum of the prior 12 months trailing cash flow multiplied by ten. This Noncompetition Agreement shall exclude other interests currently constructed and held by the Sellers and not sold hereby. Purchaser hereby consents to the development of the Mattapoisett antenna site. (g) Copies of the Articles of Incorporation and good standing certificate certified by the secretary of state. (h) Incumbency certificate relating to TWLall parties executing documents relating to any of the transactions contemplated hereby. (i) General releases in form and substance satisfactory to Purchaser of all claims that any officer, director or partner of Company may have to the date of closing against Purchaser. (j) Duly executed Massachusetts Quitclaim Deed for the Old County Road site in Wareham and a title insurance commitment and final policy in favor of Purchaser, in a form reasonably and substance acceptable to Buyer and its counsel;Purchaser. (ik) executed documentation for the sale Such other documents of transfer, certificates of authority and transfer of the Excluded HemcoNic Interests to an Affiliate of Sellers in consideration for a promissory note (the “Forestry Note”) and the assignment of the Forestry Note as directed by Sellers, all to be effective on a date in 2011 reasonably acceptable to the parties; and (j) such other documents as Buyer shall Purchaser may reasonably request.

Documents to be Delivered by Sellers. At the Closing, Sellers shall deliver, or cause deliver to be delivered, to Buyer (or, if Buyer so elects, to its designee) Purchaser the followingfollowing documents: (a) a copy of resolutions adopted by the share certificates for Board of Directors of each Seller authorizing the Management Shares execution, delivery and performance of this Agreement and Sellers’ Additional Agreement, and a certificate of the secretary or assistant secretary of each Seller, dated the Closing Date, stating that such resolutions were duly endorsed adopted and are in full force and effect at such date and setting forth the incumbency of each person executing this Agreement or accompanied any document required by stock powers duly endorsed in blankthis Section 7.02, with any required transfer stamps affixed theretoon behalf of Seller; (b) the share certificate for TSA, dated the HemcoNic Interest Closing Date and duly endorsed or accompanied executed and delivered by stock powers duly endorsed in blank, with any required transfer stamps affixed theretoSellers and PRIMEDIA; (c) written resignations of each of trademark and copyright assignments, in form satisfactory to Sellers and Purchaser, dated the directors of the Acquired CompaniesClosing Date and duly executed and delivered by Sellers; (d) a general warranty deed to convey to the Cooperation Agreement Purchaser the Owned Property, in the form of Exhibit B (the “Deed”), in proper form for recording and duly executed and acknowledged by Affiliate(s) of Sellers reasonably acceptable the Seller, together with any transfer tax returns and other forms required to Buyerbe filed under local law in connection with recording the Deed; (e) assignment of all Real Estate Leases, in the Transition Services Agreement form of Exhibit C (the “Assignment of Leases”), duly executed by Affiliate(s) of Sellers reasonably acceptable to Buyerthe Seller; (f) a customary form owner’s affidavit of Seller Release in favor of the title insurance company with respect to the Owned Property; (g) the Harrisburg Sublease, substantially in the form attached hereto as Exhibit D (the “Harrisburg Sublease”), dated the Closing Date and duly executed and delivered by Sellers; (gh) if not already the Wilshire Sublease, substantially in the form attached hereto as Exhibit E (the “Wilshire Sublease”), dated the Closing Date and duly executed and delivered, the Management Services Agreement delivered by Sellers; (i) a certificate duly executed by an Affiliate officer of Sellers reasonably acceptable to Buyer; (h) a written legal opinion from Kutkevicius Xxxxx, LLP, counsel to TWL, addressed to Buyer, each Seller dated as of the Closing DateDate with respect to the matters set forth in Section 7.01(a)(i) and (ii); (j) certificates of an officer of each of the Sellers, covering matters relating sworn to TWLunder penalty of perjury, setting forth the Seller’s name, address and United States federal tax identification number, stating that the Seller is not a “foreign person” within the meaning of Section 1445 of the Code, and otherwise executed in accordance with Treasury Regulations Section 1.1445-2(b)(2); (k) executed agreements (signed by the applicable Sellers and their Affiliates and the counter-party thereto) assigning Sellers’ or their Affiliates’ rights under those Shared Contracts identified on Schedule 7.02(l), which agreements shall be in a form reasonably acceptable satisfactory to Buyer and its counselPurchaser; (il) executed documentation for consents (signed by the sale applicable Sellers and transfer of their Affiliates and the Excluded HemcoNic Interests to an Affiliate of Sellers in consideration for a promissory note counter-party thereto) identified on Schedule 7.02(l) (the “Forestry NoteRequired Consents”) and the assignment of the Forestry Note as directed by Sellers), all which consents shall be in a form reasonably satisfactory to be effective on a date in 2011 reasonably acceptable to the partiesPurchaser; and (jm) such instruments and other documents as Buyer shall may be required or reasonably requestrequested by the Purchaser to effect or evidence the release of any and all Liens with respect to the Assets other than Permitted Liens.

Documents to be Delivered by Sellers. At the Closing, Sellers shall deliver, or cause deliver to Buyers the following items (all documents which by their terms are to be delivered, to Buyer (or, if Buyer so elects, to its designee) the following:executed by Sellers shall be duly executed by Sellers): (a) the share certificates for the Management Shares duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto; (b) the share A certificate for the HemcoNic Interest duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto; (c) written resignations of each of the directors of the Acquired Companies; (d) the Cooperation Agreement duly executed by Affiliate(s) of Sellers Seller in a form reasonably acceptable to Buyer; (e) the Transition Services Agreement duly executed by Affiliate(s) of Sellers reasonably acceptable to Buyer; (f) a Seller Release duly executed by Sellers; (g) if not already executed and delivered, the Management Services Agreement duly executed by an Affiliate of Sellers reasonably acceptable to Buyer; (h) a written legal opinion from Kutkevicius Xxxxx, LLP, counsel to TWL, addressed to BuyerParties, dated as of the Closing Date, covering matters relating certifying that the closing conditions specified in Section 10.1(a) and 10.1(b) have been satisfied; (b) Duly executed instruments of conveyance and transfer effecting the sale, transfer, assignment and conveyance of the Assets to TWLBuyers as contemplated herein and mutually agreed upon by Buyers and Sellers, in a form reasonably acceptable to Buyer and its counsel;including the following: (i) executed documentation for the sale and transfer assignment of the Excluded HemcoNic Interests FCC Licenses, in customary form reasonably satisfactory to Buyers and Sellers; (ii) a xxxx of sale from Sellers for all Assets, in customary form reasonably satisfactory to Buyers and Sellers; (iii) an Affiliate assignment of Sellers’ rights and the assumption of Sellers’ obligations under the Assumed Contracts (other than the Real Estate Leases), in customary form reasonably satisfactory to Buyers and Sellers in consideration for a promissory note (the “Forestry NoteContract Assignment and Assumption”); (iv) an assignment of Sellers’ rights and the assignment assumption of Sellers’ obligations under each of the Forestry Note as directed by SellersReal Estate Leases, all in customary form reasonably satisfaction to be effective on Buyers and Sellers (each a date in 2011 reasonably acceptable “Lease and Assignment and Assumption”); (v) estoppel certificates, to the partiesextent obtained, with respect to the Assumed Real Estate Leases (each, a “Lease Estoppel”); (c) The items described in Section 10.1(f); (d) Copies of the Material Consents; and (je) such Such other documents documents, information, certificates and materials as Buyer shall may be reasonably requestrequired by Buyers.

Documents to be Delivered by Sellers. At the Closing, closing Sellers shall deliver, or cause deliver to be delivered, to Buyer (or, if Buyer so elects, to its designee) Purchaser the followingfollowing documents : (a) Duly executed assignments of the share certificates for the Management Shares duly endorsed or accompanied by stock powers duly endorsed Tower Leases together with all required consents thereto, in blank, with any required transfer stamps affixed thereto;form and substance satisfactory to Purchaser. (b) The originals or copies of the share certificate for the HemcoNic Interest duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto;Tower Leases. (c) written resignations A duly executed xxxx of each sale absolute as to the Personalty with full warranties of the directors of the Acquired Companies;title and no liens, in form and substance acceptable to Purchaser. (d) Statutory Warranty Deed, or its Connecticut equivalent, as to the Cooperation Agreement duly executed by Affiliate(s) Realty with full warranties of Sellers reasonably title and in a form and substance acceptable to Buyer;Purchaser. (e) A certificate signed by the Transition Services Sellers that the representations and warranties made by them in this Agreement duly executed are true and correct on and as of the Closing Date with the same effect as through such representations and warranties had been made on or given on and as of the Closing Date and that Sellers have performed and complied with all its obligations under this Agreement which are to be performed or complied with by Affiliate(s) of Sellers reasonably acceptable or prior to Buyer;or on the Closing Date. (f) a Seller Release duly executed by Sellers; (g) if not already executed and delivered, the Management Services Agreement duly executed by an Affiliate of Sellers reasonably acceptable to Buyer; (h) a A written legal opinion from Kutkevicius Xxxxx, LLP, counsel to TWL, addressed to Buyer, for Sellers dated as of the Closing DateDate addressed to the Purchaser and its counsel satisfactory in form and substance to Purchaser to the effect that: (1) The corporate existence and good standing and qualification of Company is as stated in Subparagraph 2.1; (2) This Agreement has been duly executed and delivered by Sellers and constitutes a legal, covering matters valid and binding obligation of them enforceable in accordance with its terms except as generally and by the availability of equitable remedies; (3) The Company has all requisite power and authority to own its property and operate its business as and where it is now being conducted (except as to the Rhode Island tower site); (4) The Company has title to all of the Transferred Assets free and clear of all mortgages, liens, leases, pledges, charges, security interests, or encumbrances of any nature whatsoever except as set forth in such opinion; (5) To such counsel's knowledge after due investigation, this Agreement is the legal, valid and binding obligation of the Company enforceable in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy and other laws affecting creditors' rights generally and by the availability of equitable remedies; (6) Counsel has no knowledge of any of the proceedings stated in Subparagraph 2.3(c); (7) To the best of counsel's actual knowledge without any investigation required, Company is in compliance with all statutes, regulations, rules and executive orders of all government authorities; (8) To the best of counsel's knowledge Seller's representations and warranties in Subparagraph 2 are true and correct; and (9) The Noncompetition Agreement provided for herein to be entered into between all or certain of the Sellers and Purchaser or Company, as the case may be, are valid and binding individual obligations of the Sellers who are parties to such agreements, enforceable against each of them in accordance with the terms of such provisions. (10) The transaction contemplated by this Agreement shall not cause or result in the filing of a bankruptcy or insolvency proceeding under state or federal law. (g) Noncompetition agreements for a 10 year time period and within a 10 mile of radius of the Transferred Assets between each of Xxxxxxx X. Xxxxxxx and Xxxxxxxx Xxxxxxx, and the Purchaser in satisfactory form to Purchaser, with the exception of the repeater business. (h) Copies of the Articles of Incorporation and good standing certificate certified by the secretary of state. (i) Incumbency certificate relating to TWLall parties executing documents relating to any of the transactions contemplated hereby. (j) General releases in form and substance satisfactory to Purchaser of all claims that any officer, director or partner of Company may have to the date of closing against Purchaser. (k) Duly executed Assignment of Land Leases and Tower Leases, and, to Seller's best efforts, Estoppel letters or Consents of Landlord, if needed, in a form reasonably acceptable to Buyer and its counsel;Purchaser. (il) The originals of the Land Leases. (m) Duly executed documentation Lease agreements for the sale and transfer of the Excluded HemcoNic Interests to an Affiliate of Sellers in consideration for a promissory note (the “Forestry Note”) and the assignment of the Forestry Note as directed by Sellers, all to be effective on a date in 2011 reasonably acceptable to the parties; andrepeaters. (jn) such Such other documents of transfer, certificates of authority and other documents as Buyer shall Purchaser may reasonably request.

Documents to be Delivered by Sellers. At the Closing, Sellers shall deliverdeliver to Purchaser, or cause to be delivered, to Buyer (or, if Buyer so elects, to its designee) the followingfollowing documents: (a) A certificate evidencing the share certificates for the Management Shares duly endorsed in blank by Parent or accompanied by with stock powers duly endorsed executed in blankproper form for transfer, with any required all appropriate stock transfer tax stamps affixed thereto;affixed. (b) An executed copy of the share certificate Xxxx of Sale and such other instruments of transfer as shall reasonably be required by counsel for Purchaser in order to vest Purchaser with good and marketable title to the HemcoNic Interest duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto;Assets as herein provided. (c) written resignations of each of the directors An assignment to Purchaser of the Acquired Business Trademarks (but excluding any or all of Sellers’ rights of any kind with respect to the names “Standard & Poor’s”, “S&P”, “XxXxxx-Xxxx”, “The XxXxxx-Xxxx Companies;,” “XpressFeed” and derivations thereof). (d) A certificate signed by the Cooperation Secretary or an Assistant Secretary of each Seller, certifying as to the (i) organizational documents of such Seller, (ii) resolutions of the Board of Directors or comparable governing body of such Seller approving the execution, delivery and performance of this Agreement duly executed by Affiliate(sand the Ancillary Agreements and the transactions contemplated hereby and (iii) the incumbency of Sellers reasonably acceptable to Buyer;officers executing documents hereunder on behalf of any such Seller. (e) A certificate signed by a duly authorized officer of Parent, dated the Transition Services Agreement duly executed by Affiliate(sClosing Date, stating that (1) all of the representations and warranties of Sellers reasonably acceptable to Buyer; set forth in this Agreement (fwhich for purposes of this certificate shall be read as though none of them contain any adverse affect or other materiality qualifier) a Seller Release duly executed by Sellers; (g) if not already executed are in all material respects true, accurate and delivered, the Management Services Agreement duly executed by an Affiliate of Sellers reasonably acceptable to Buyer; (h) a written legal opinion from Kutkevicius Xxxxx, LLP, counsel to TWL, addressed to Buyer, dated complete as of the Closing Date, covering matters relating except (a) where the failure of the representations and warranties in the aggregate to TWLbe true and correct in all respects will not have a Company Material Adverse Effect and (b) to the extent any representation and warranty is made as of a specified date, in a form reasonably acceptable which case such representation and warranty shall be true and correct in all material respects as of such date; (2) all of the agreements and covenants set forth in this Agreement to Buyer be performed by Sellers and its counsel;the Company prior to the Closing Date have, in all material respects, been performed; and (3) all of the conditions precedent to the Closing to be performed by Sellers as set forth in Section 7.1 and Section 7.2 have been satisfied. (if) A duly executed documentation for the sale and transfer copy of the Excluded HemcoNic Interests to an Affiliate license agreement in the form of Sellers in consideration for a promissory note Exhibit 8.1(f) (the “Forestry NoteLicense Agreement”). (g) and A duly executed copy of an agreement in the assignment form of Exhibit 8.1(g) pursuant to which Parent provides to Purchaser transition services (the “Transition Services Agreement”). (h) A transfer to Purchaser of the Forestry Note as directed by Sellers, all to be effective registrations for the domain names listed on a date in 2011 reasonably acceptable to the parties; and (j) such other documents as Buyer shall reasonably requestExhibit 8.1(h).

Documents to be Delivered by Sellers. At the Closing, Sellers shall deliver, or cause deliver to be delivered, to Buyer (or, if Buyer so elects, to its designee) the followingBuyer: (a) Copies of (i) the share certificates for resolutions of the Management Shares duly endorsed Boards of Directors and controlling shareholder of each Seller, authorizing and approving this Agreement and all other transactions and agreements contemplated hereby, (ii) each Seller's respective Articles or accompanied Certificates of Incorporation, and (iii) each Seller's respective Bylaws, all certified by stock powers duly endorsed the respective corporate Secretary or Assistant Secretary of such Seller to be true, correct, complete and in blank, with any required transfer stamps affixed theretofull force and effect and unmodified as of the Closing Date; (b) A bill of sale transferring the share certificate for Acquired Assets to Buyer, frxx xnd clear of any and all liens, equities, claims, prior assignments, mortgages, charges, security interests, pledges, conditional sales contracts, collateral security arrangements and other title retention arrangements, restrictions (including, in the HemcoNic Interest duly endorsed case of real property, rights of way, use restrictions, and other variances, reservations or accompanied by stock powers duly endorsed in blanklimitations of any nature) or encumbrances whatsoever (collectively, with any required transfer stamps affixed thereto"Liens") other than Permitted Liens (as hereinafter defined); (c) written resignations Good standing and tax certificates for each Seller (other than Rohn Construction) from its jurisdiction of each incorporation and, xx the case of Parent, the directors State of Illinois, dated not more than ten business days prior to the Acquired CompaniesClosing; (d) An incumbency certificate of the Cooperation Agreement duly executed by Affiliate(s) officers of Sellers reasonably acceptable to Buyereach Seller; (e) A deed or deeds of general warranty in recordable form conveying the Transition Services Agreement duly executed by Affiliate(s) of Sellers reasonably acceptable Fee Property to Buyer, free and clear of all Liens whatsoever except for Permitted Liens; (f) a Seller Release duly executed At Sellers' expense, good and valid title insurance policies or, in final form, irrevocable title insurance commitments issued by Sellers; Chicago Title Insurance Company (g) if not already executed and delivered, the Management Services Agreement duly executed by an Affiliate of Sellers reasonably acceptable to Buyer; (h) a written legal opinion from Kutkevicius Xxxxx, LLP, counsel to TWL, addressed to Buyer"Title Insurance Policies"), dated as of the Closing Date, covering matters relating insuring Buyer's title as fee owner in each parcel of real property included in the Fee Property, access rights to TWLsuch property and specific survey facts, if any, free and clear of all Liens and other exceptions (including mechanics' liens) other than Permitted Liens; (g) An executed counterpart by Parent of a Settlement Agreement between Parent and Buyer pertaining to the real property located at 6718 W. Plank Road, Peoria, Illinois 61604 (the "Settlement Xxxxxxxxx"); (h) xxxx Seller that transfers real property that is a United States real property interest (as defined in a form reasonably acceptable Section 897 of the Code) shall have furnished to Buyer and its counselon or before the Closing Date a Non-foreign Person affidavit as required by Section 1445 of the Code; (i) executed documentation for Releases, including, without limitation, termination statements under the sale Uniform Commercial Code of any financing statements filed against any Acquired Assets, evidencing discharge, removal and transfer termination of all Liens to which the Excluded HemcoNic Interests to an Affiliate of Sellers in consideration for a promissory note (the “Forestry Note”) and the assignment of the Forestry Note as directed by SellersAcquired Assets are subject, all to other than Permitted Liens, which releases shall be effective on a date in 2011 reasonably acceptable at or prior to the partiesClosing; and (j) such Such other documents deeds, bills of sale, certificates of title, endorsements, assignments, affidavits, and other good and sufficient instruments of sale, assignment, conveyance and transfer (including, without limitation, all affidavits, releases and other instruments necessary for the issuance of the Title Insurance Policies) in form and substance satisfactory to Buyer and its counsel, as are required to effectively vest in Buyer shall reasonably requestgood and valid (and in the case of real property, marketable) title in and to all of the Acquired Assets, free and clear of any and all Liens other than Permitted Liens.

Documents to be Delivered by Sellers. At the Closing, Sellers shall will execute and deliver, or and/or cause to be delivered, to Buyer (or, if Buyer so elects, to its designee) Purchaser the following: (a) A Special Warranty Deed conveying to Purchaser fee simple title to the share certificates for Real Property, subject to the Management Shares duly endorsed or accompanied by stock powers duly endorsed Permitted Exceptions, in blank, with any required transfer stamps affixed theretothe form of FORM C; (b) a No-Lien Affidavit as to the share certificate for Property, in the HemcoNic Interest duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed theretoform of FORM D; (c) written resignations of each of the directors of the Acquired Companiesa Non-Foreign Status Affidavit; (d) a Xxxx of Sale transferring to Purchaser the Cooperation Agreement duly executed by Affiliate(s) Tangible Assets in "AS IS, WHERE IS, WITH ALL FAULTS" condition, in the form of Sellers reasonably acceptable to BuyerFORM E; (e) all keys and master keys to all locks on the Transition Services Agreement duly executed by Affiliate(s) Property and combinations to combination locks and other codes for other security devices in the possession or control of Sellers reasonably acceptable to Buyeror their respective agents or affiliates; (f) a Seller Release duly the original executed by Sellerscopies of all Membership Agreements; (g) if not already executed and deliveredletters addressed to the Members, in the Management Services Agreement duly executed by an Affiliate form of Sellers reasonably acceptable to BuyerFORM F; (h) a written legal opinion from Kutkevicius Xxxxx, LLP, counsel to TWL, addressed to Buyer, dated as of the Closing Date, covering matters relating to TWLSellers' Certificate, in a the form reasonably acceptable to Buyer and its counselof FORM G; (i) an Assignment and Assumption of the Water Permit, in the Form of FORM H; (j) Originals (if available) or copies (if originals are not available) of the Permits and Licenses in the possession of Sellers which can be transferred and the executed documentation application, transfer, or notification forms necessary to effect the transfer to Purchaser of all applicable Permits and Licenses; (k) Originals (if available) or copies (if originals are not available) of all building plans for the sale Improvements and transfer Warranties in the possession of Sellers; (l) letters addressed to parties under Assumed Obligations, in the Excluded HemcoNic Interests to an Affiliate form of Sellers in consideration for a promissory note (the “Forestry Note”) and the assignment of the Forestry Note as directed by Sellers, all to be effective on a date in 2011 reasonably acceptable to the partiesFORM I; and (jm) such other documents Acknowledgement of Trust Agreement in the form attached as Buyer shall reasonably request.FORM M.

Documents to be Delivered by Sellers. At the Closing, closing Sellers shall deliver, or cause deliver to be delivered, to Buyer (or, if Buyer so elects, to its designee) Purchaser the followingfollowing documents: (a) Duly executed assignments of the share certificates for the Management Shares duly endorsed or accompanied by stock powers duly endorsed Tower Leases together with all required consents thereto, in blank, with any required transfer stamps affixed thereto;form and substance satisfactory to Purchaser. (b) The originals or copies of the share certificate for the HemcoNic Interest duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto;Tower Leases. (c) written resignations A duly executed xxxx of each sale absolute as to the Personalty with full warranties of the directors of the Acquired Companies;title and no liens, in form and substance acceptable to Purchaser. (d) Statutory Warranty Deed, or its Connecticut equivalent, as to the Cooperation Agreement duly executed by Affiliate(s) Realty with full warranties of Sellers reasonably title and in a form and substance acceptable to Buyer;Purchaser. (e) A certificate signed by the Transition Services Sellers that the representations and warranties made by them in this Agreement duly executed are true and correct on and as of the Closing Date with the same effect as through such representations and warranties had been made on or given on and as of the Closing Date and that Sellers have performed and complied with all its obligations under this Agreement which are to be performed or complied with by Affiliate(s) of Sellers reasonably acceptable or prior to Buyer;or on the Closing Date. (f) a Seller Release duly executed by Sellers; (g) if not already executed and delivered, the Management Services Agreement duly executed by an Affiliate of Sellers reasonably acceptable to Buyer; (h) a A written legal opinion from Kutkevicius Xxxxx, LLP, counsel to TWL, addressed to Buyer, for Sellers dated as of the Closing DateDate addressed to the Purchaser and its counsel satisfactory in form and substance to Purchaser to the effect that: (1) The corporate existence and good standing and qualification of Company is as stated in Subparagraph 2.1; (2) This Agreement has been duly executed and delivered by Sellers and constitutes a legal, covering matters valid and binding obligation of them enforceable in accordance with its terms except as generally and by the availability of equitable remedies; (3) The Company has all requisite power and authority to own its property and operate its business as and where it is now being conducted (except as to the Rhode Island tower site); (4) The Company has title to all of the Transferred Assets free and clear of all mortgages, liens, leases, pledges, charges, security interests, or encumbrances of any nature whatsoever except as set forth in such opinion; (5) To such counsel's knowledge after due investigation, this Agreement is the legal, valid and binding obligation of the Company enforceable in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy and other laws affecting creditors' rights generally and by the availability of equitable remedies; (6) Counsel has no knowledge of any of the proceedings stated in Subparagraph 2.3(c); (7) To the best of counsel's actual knowledge without any investigation required, Company is in compliance with all statutes, regulations, rules and executive orders of all government authorities; (8) To the best of counsel's knowledge Seller's representations and warranties in Subparagraph 2 are true and correct; and (9) The Noncompetition Agreement provided for herein to be entered into between all or certain of the Sellers and Purchaser or Company, as the case may be, are valid and binding individual obligations of the Sellers who are parties to such agreements, enforceable against each of them in accordance with the terms of such provisions. (10) The transaction contemplated by this Agreement shall not cause or result in the filing of a bankruptcy or insolvency proceeding under state or federal law. (g) Noncompetition agreements for a 10 year time period and within a 10 mile of radius of the Transferred Assets between each of Xxxxxxx X. Xxxxxxx and Xxxxxxxx Xxxxxxx, and the Purchaser in satisfactory form to Purchaser, with the exception of the repeater business. (h) Copies of the Articles of Incorporation and good standing certificate certified by the secretary of state. (i) Incumbency certificate relating to TWLall parties executing documents relating to any of the transactions contemplated hereby. (j) General releases in form and substance satisfactory to Purchaser of all claims that any officer, director or partner of Company may have to the date of closing against Purchaser. (k) Duly executed Assignment of Land Leases and Tower Leases, and, to Seller's best efforts, Estoppel letters or Consents of Landlord, if needed, in a form reasonably acceptable to Buyer and its counsel;Purchaser. (il) The originals of the Land Leases. (m) Duly executed documentation Lease agreements for the sale and transfer of the Excluded HemcoNic Interests to an Affiliate of Sellers in consideration for a promissory note (the “Forestry Note”) and the assignment of the Forestry Note as directed by Sellers, all to be effective on a date in 2011 reasonably acceptable to the parties; andrepeaters. (jn) such Such other documents of transfer, certificates of authority and other documents as Buyer shall Purchaser may reasonably request.

Documents to be Delivered by Sellers. At On the ClosingClosing Date, Sellers each Seller shall deliver, or cause deliver to be delivered, to Buyer (or, if Buyer so elects, to its designee) Purchaser the followingfollowing documents: (a) the share certificates duly executed Deed of Bargain and Sale with Covenant Against Grantor's Acts for the Management Shares duly endorsed or accompanied by stock powers duly endorsed Lands and the Improvements in blank, with any required transfer stamps affixed theretoproper statutory form for recordation reciting the Allocable Purchase Price as the consideration for the conveyance; (b) the share certificate duly executed Bill of Sale for the HemcoNic Interest duly endorsed or accompanied by stock powers duly endorsed Personal Property in blank, with any required transfer stamps affixed theretoform annexed hexxxx as Exhibit V; (c) written resignations of each all as built plans, specifications and drawings and shop drawings and all manuals relating to the maintenance and operation of the directors of the Acquired CompaniesProperties in Sellers' possession or control; (d) the Cooperation Agreement duly executed by Affiliate(s) Affidavit of Sellers reasonably acceptable to BuyerTitle in form annexed hereto as Exhibit W; (e) the Transition Services Agreement duly executed by Affiliate(s) FIRPTA Affidavit in form of Sellers reasonably acceptable to BuyerExhibit X annexed hereto; (f) a Seller Release duly executed by all keys to the Improvements in the possession of Sellers; (g) if not already executed originals of all Leases, tenant files and delivered, correspondence in the Management Services Agreement duly executed by an Affiliate possession of Sellers reasonably acceptable to BuyerSellers; (h) a written legal opinion from Kutkevicius Xxxxx, LLP, counsel to TWL, addressed to Buyer, dated as originals of the Closing Date, covering matters relating to TWL, in a form reasonably acceptable to Buyer all Guarantees and its counselWarranties; (i) executed documentation for discharges of all mortgages, security interests, pledges and liens created by or pursuant to the sale Loan Documents; (j) notices from each Seller to each tenant under the Leases advising that title to the Lands and transfer the Improvements has been conveyed to Purchaser and instructing that all rent and additional rent payable under the Leases is to be remitted to Purchaser and that all insurance required to be maintained by such tenant under the Leases is to be amended to name Purchaser and its lender as a named insured; (k) a "letter of non applicability" from the DEP confirming that the conveyance of each Property is not subject to the provisions of the Excluded HemcoNic Interests to an Affiliate of Sellers in consideration for a promissory note (the “Forestry Note”) and the assignment Industrial Site Recovery Act of the Forestry Note as directed by SellersState of New Jersey or a "no further action letter" from the DEP, provided such letter is not conditioned upon any use restrictions, administrative or engineering controls or any other restriction, including but not limited to, the establishment of a classification exception area. (l) an estoppel certificate from all parties to be effective on a date in 2011 reasonably acceptable any Reciprocal Easement Agreement, dated not more than thirty (30) days prior to the partiesClosing Date, in form and substance satisfactory to Purchaser; (m) an updated rent roll for each Property certified by the Seller owning such Property; (n) such other documents and instruments as Purchaser or its Title Insurer may reasonably request to perfect title to any of the Properties in Purchaser, including evidence satisfactory to the Title Insurer that Advertising Display Corporation and Lensclean, Inc. have effectively waived their respective rights of first refusal contained in their Leases; (o) a statement explaining the method of calculating additional rent under each Lease; and (jp) any original letters of credit delivered under the Leases as security for the performance of the tenant's obligations, together with documents in form reasonably satisfactory to Purchaser naming Purchaser as the substitute beneficiary thereof; and (q) a certificate, dated the Closing Date and signed by each Seller, stating that the representations and warranties contained in Section 5.1 are true, correct and complete as of such other documents as Buyer shall reasonably requestdate, except to the extent provided in any notice given to Purchaser in accordance with Section 5.5.

Documents to be Delivered by Sellers. At the Closing, Sellers shall deliver, deliver or cause to be delivered, delivered to Buyer (or, if Buyer so elects, to its designee) the followingBuyer: (a) a xxxx of sale transferring the share certificates for Acquired Assets to Buyer, free and clear of any and all Liens (other than Permitted Liens) in substantially the Management Shares duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed theretoform attached hereto as Exhibit A; (b) the share a reasonably current good standing certificate for each Seller issued by the HemcoNic Interest duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed theretoSecretary of State of Delaware; (c) written resignations releases evidencing discharge, removal and termination of each of the directors of all Liens (other than Permitted Liens) to which the Acquired CompaniesAssets are subject; (d) a transition services agreement between Buyer and Sellers, in substantially the Cooperation Agreement form attached hereto as Exhibit B (the “Transition Services Agreement”), duly executed by Affiliate(s) of Sellers reasonably acceptable to BuyerSellers; (e) a restrictive covenant agreement between Buyer and Sellers, in substantially the Transition Services Agreement form attached hereto as Exhibit C (the “Restrictive Covenant Agreement”), duly executed by Affiliate(s) of Sellers reasonably acceptable to Buyer;Sellers. (f) a Seller Release one or more trademark assignment agreements between Buyer and Sellers, in substantially the form attached hereto as Exhibit D (the “Trademark Assignment Agreement”), duly executed by Sellers; (g) if not already executed a patent assignment agreement between Buyer and deliveredone or more Sellers, in substantially the Management Services Agreement form attached hereto as Exhibit E (the “Patent Assignment Agreement”), duly executed by an Affiliate of Sellers reasonably acceptable to Buyerthe applicable Seller; (h) a written legal opinion from Kutkevicius Xxxxxcertificate of an officer of each Seller, LLPgiven by him or her on behalf of each Seller and not in his or her individual capacity, counsel to TWLthe effect that the conditions set forth in Section 9.3(a), addressed Section 9.3(b) and Section 9.3(c) have been satisfied; (i) copies of the following Trade Secrets included in the Acquired Intellectual Property: all formulae, recipes, processes and batching instructions used in connection with the Acquired Assets or to Buyermanufacture the products manufactured in the Business as currently conducted, dated and all login identification, account IDs, user names, handles, passwords and other relational information associated with the social media accounts used by Sellers in the conduct of the Business; (j) the Acquired Assets (other than purchased Inventory which will be held by Sellers pursuant to the Transition Services Agreement); (k) the CNS Agreement, duly executed by Sellers; and (l) a list of all Inventory included in the Acquired Assets, as of the Closing Date, covering matters relating to TWLand a description thereof, in a form reasonably acceptable to Buyer including the UPCs and its counsel; (i) executed documentation SKU numbers for the sale and transfer each item of the Excluded HemcoNic Interests to an Affiliate of Sellers in consideration for a promissory note (the “Forestry Note”) and the assignment of the Forestry Note as directed by Sellers, all to be effective on a date in 2011 reasonably acceptable to the parties; and (j) such other documents as Buyer shall reasonably requestpurchased Inventory.

Documents to be Delivered by Sellers. At the Closing, Sellers shall deliver, or cause to be delivered, to Buyer (or, if Buyer so elects, to its designee) Purchaser the following: (a) duly executed Assignments of all the share certificates for the Management Shares duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed theretoInterests; (b) the share certificate for unanimous written consent of all members of Nautilus Technical and Eastern Rider, respectively, to (i) waive all restrictions, preemptive, preferential or first refusal rights and any other restrictions on the HemcoNic Interest duly endorsed or accompanied by stock powers duly endorsed in blankright of Sellers to transfer the Interests, with any required transfer stamps affixed theretoand (ii) admit Purchaser as a member of Nautilus Technical and Eastern Rider; (c) written resignations of each a certified copy of the directors (i) articles of association and (ii) certificate of good standing, in each case as filed with the Acquired CompaniesColorado Secretary of State, for Nautilus Technical and Eastern Rider; (d) the Cooperation Agreement duly executed by Affiliate(sa certified copy of Nautilus Technical’s and Eastern Rider’s (i) register of Sellers reasonably acceptable to Buyermembers or its equivalent, (ii) operating agreement, and (iii) certificate of incumbency; (e) a certified copy of the Transition Services Agreement duly executed by Affiliate(s) resolution of Sellers reasonably acceptable to Buyerthe board of directors of any Seller who is not a natural person authorizing execution and delivery of the Transaction Agreements and the sale of the Interests contemplated herein; (f) a Seller Release duly executed certificate in form and substance reasonably acceptable to Purchaser and in compliance with the Code and Treasury Regulations certifying facts to establish that the transactions contemplated by Sellersthis Agreement are exempt from withholding pursuant to Section 1445 of the Code; (g) if not already executed and delivered, the Management Services Agreement a duly executed by an Affiliate of Sellers reasonably acceptable counterpart to Buyer;the Registration Rights Agreement; and (h) a written legal opinion from Kutkevicius Xxxxx, LLP, counsel to TWL, addressed to Buyer, dated the resignation letters of all of the officers and Managers of Nautilus Technical and Eastern Rider effective as of the Closing Date, covering matters relating to TWL, in a form reasonably acceptable to Buyer and its counsel; (i) executed documentation for the sale and transfer of the Excluded HemcoNic Interests to an Affiliate of Sellers in consideration for a promissory note (the “Forestry Note”) and the assignment of the Forestry Note as directed by Sellers, all to be effective on a date in 2011 reasonably acceptable to the parties; and (j) such other documents as Buyer shall reasonably request.

Documents to be Delivered by Sellers. At the Closing, Sellers shall deliver, or cause to be delivered, to Buyer (or, if Buyer so elects, to its designee) the following: (a) Sellers shall execute and deliver to Purchaser (or its designee) an Assignment and Xxxx of Sale, in the share certificates for form attached hereto as Exhibit A, conveying to Purchaser (or such designee) good and marketable title to the Management Shares duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed theretoAcquired Assets; (b) Sellers shall deliver to Purchaser a copy of the share certificate for resolutions adopted by the HemcoNic Interest Board of Managers of Lamb Energy authorizing the execution and delivery of this Agreement by Lamb Energy and Tong Specialty, as its sole member, and the consummation of the transactions contemplated hereby, in each case duly endorsed or accompanied certified as of the Closing Date by stock powers duly endorsed in blank, with any required transfer stamps affixed theretothe Secretary of Lamb Energy; (c) written resignations Sellers shall deliver a copy of the certificate of formation or articles of organization, as applicable, of each Seller certified as true and correct by the Secretaries of State of the directors States of Delaware and Louisiana, as applicable, and a certificate of good standing of each Seller issued by such Secretaries of State as of a date not more than 10 days prior to the Acquired CompaniesClosing Date; (d) Sellers shall deliver evidence satisfactory to Purchaser of the Cooperation Agreement duly executed by Affiliate(srelease (subject to filing with the applicable governmental authority) of Sellers reasonably acceptable to Buyerall Encumbrances (as defined in Section 6.03 below), other than Permitted Encumbrances (as defined in Section 6.03 below), affecting the Acquired Assets; (e) Sellers shall execute and deliver lease agreements (the Transition Services Agreement duly executed by Affiliate(s“Founder Lease Agreements”) respecting the property of Sellers reasonably acceptable to Buyer;located at Lafayette, Louisiana in the form attached hereto as Exhibit B; and (f) a Seller Release duly executed by Sellers; (g) if not already executed Sellers shall execute and delivered, the Management Services Agreement duly executed by an Affiliate of Sellers reasonably acceptable deliver to Buyer; (h) a written legal opinion from Kutkevicius Xxxxx, LLP, counsel to TWL, addressed to Buyer, dated as of the Closing Date, covering matters relating to TWL, in a form reasonably acceptable to Buyer and its counsel; (i) executed documentation for the sale and transfer of the Excluded HemcoNic Interests to an Affiliate of Sellers in consideration for a promissory note (the “Forestry Note”) and the assignment of the Forestry Note as directed by Sellers, all to be effective on a date in 2011 reasonably acceptable to the parties; and (j) Purchaser such other documents agreements and instruments as Buyer shall may reasonably requestbe required to consummate the transactions contemplated by this Agreement.