Common use of Instruments and Possession Clause in Contracts

Instruments and Possession. To effect the transfers referred to in Section 2.1, the Company and the Shareholders shall have obtained and/or executed, as applicable, and delivered to QDL: (i) any required consents from landlords under the Real Property Leases; (ii) an Assignment and Assumption of Lease, with respect to each of the Real Property Leases, which shall be in a form reasonably satisfactory to QDL; and a duly executed certificate from an authorized officer of the Company certifying that all rents due from the Company under each Real Property Lease has been paid as of the Closing Date and that no defaults exist under any of the Real Property Leases as of the Closing Date; (iii) an Assignment and Assumption of Lease, with respect to each Non-Real Estate Lease in a form reasonably satisfactory to QDL; (iv) to the extent in written or other deliverable form and not previously delivered, all copies of Intellectual Property or other secret, proprietary or confidential; (v) all cash and cash equivalents of the Company and any subsidiary; (vi) all Books and Records of the Company and any subsidiary (QDL shall be granted access to such Books and Records immediately after Closing); (vii) such keys, lock and safe combinations and other similar items as QDL shall require to obtain full occupation, possession and control of the Company's and any subsidiary's facilities and Business; (viii) such changes relating to the bank accounts and safe deposit boxes of the Company and any Subsidiary as are being transferred to QDL and which QDL shall have requested by notice to the Company at least five (5) business days prior to the Closing Date; and (ix) such other certificates, documents, instruments and agreements as Questron shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to Questron.

Instruments and Possession. To effect the transfers referred Seller shall deliver (or cause to in Section 2.1, the Company and the Shareholders shall have obtained and/or executed, as applicable, and delivered be delivered) to QDLBuyer: (i) any required consents from landlords under one or more bills of sale, in a form reasonably acceptable to Buyer, conveying in the Real Property Leasesaggregate all of the owned personal property of Seller included in the Acquired Assets (other than the HA-LO Europe Stock), duly executed by Seller; (ii) an Assignment and Assumption of Lease, with respect to each a certified copy of the Real Property Leases, which shall be in a form reasonably satisfactory to QDL; and a duly executed certificate from an authorized officer of the Company certifying that all rents due from the Company under each Real Property Lease has been paid as of the Closing Date and that no defaults exist under any of the Real Property Leases as of the Closing DateSale Order; (iii) an Assignment and Assumption of Lease, with respect to each Non-Real Estate Lease in a form reasonably satisfactory to QDL; (iv) to the extent in written or other deliverable form and not previously delivered, all copies of Intellectual Property or other secret, proprietary or confidential; (v) all cash and cash equivalents of the Company and any subsidiary; (vi) all Books and Records of the Company Seller and all other tangible Acquired Assets owned by or in the possession of Seller (excluding any subsidiary such items that are Excluded Assets); (QDL shall be granted access iv) appropriate documents providing for the assignment and assumption of the Assumed Executory Contracts and the Assumed Liabilities, duly executed by Seller; (v) fully executed Intellectual Property assignments in the forms attached hereto as Exhibit D each in recordable form to the extent necessary to assign such Books rights; (vi) details of and Records immediately after Closing)all documentation (original where appropriate) necessary to assert ownership and/or interests in all Seller Intellectual Property; (vii) such keys, lock copies of any landlord waivers and safe combinations and other similar items as QDL shall require landlord consents to obtain full occupation, possession and control leasehold mortgages or collateral assignments of leases received prior to the Company's and any subsidiary's facilities and BusinessClosing Date; (viii) duly executed and approved transfers in favor of Netherlands Buyer or its nominee(s) of the entire issued share capital of HMK International, HA-LO Belgium NV (Belgium) and HA-LO Marketing Ltd. (UK); (ix) the share certificate(s) representing the entire issued share capital of the HA-LO Europe entities listed on Schedule 4.3(a) hereto other than HA-LO Italia, S.p.A. for which Seller shall deliver share certificate(s) representing its 54% ownership interest (or an express indemnity in a form satisfactory to Buyer in the case of any found to be missing); (x) the certificate of incorporation, common seal, minute books, statutory registers and share certificate books of each of the HA-LO Europe entities listed on Schedule 4.3(a); (xi) resignation letters of the directors, secretaries and auditors listed on Schedule 3.2(a) (Resignation Letters) attached hereto, which shall include an express waiver by each such changes director, secretary and auditor of any claim related to their position, and which shall confirm, in accordance with the applicable laws of the jurisdiction of the relevant entity, that there are no circumstances connected with their resignations which should be brought to the attention of the members or creditors of the relevant entity and that no fees are due to them; (xii) written resolutions of the general meeting of shareholders of HMK International pursuant to which (1) HA-LO resigns as managing director of HMK International and (2) Netherlands Buyer is appointed as managing director of HMK International, both such resignations and appointment to be effective as of, and under the condition precedent of, the execution of the Deed of Transfer; (xiii) the title deeds and related documents relating to the bank accounts and safe deposit boxes of the Company and any Subsidiary Owned Real Property as are being transferred to QDL and which QDL shall have requested by notice to the Company at least five (5set forth in Schedule 4.24(a) business days prior to the Closing Dateattached hereto; and (ixxiv) such other certificates, documents, instruments duly executed and agreements as Questron shall deem necessary approved transfers in favor of Netherlands Buyer or its reasonable discretion nominee(s) of the shares of capital stock of China Wisdom Ltd. held in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to Questrontrust by Xxxx Xxxxx.

Instruments and Possession. To effect the transfers sale and transfer referred to in Section 2.12.1 hereof, Sellers will execute and deliver to Newco prior to the Company and the Shareholders shall have obtained and/or executed, as applicable, and delivered to QDLClosing: (i) any required consents from landlords under one or more Bills of Contribution, in the Real Property Leasessubstantial form of Exhibit A attached to the Contribution Agreement, conveying in the aggregate all of Sellers' owned personal property included in the Assets, in consideration for Newco's first issue of Newco Stock; (ii) (A) an Assignment of Lease in the form attached hereto as Exhibit D with respect to the Leases for the Spectrum Club - Fullerton and Assumption the Spectrum Club - Thousand Oaks and (B) to the extent permitted in Articles IV and VIII hereof, a Sublease and a Memorandum of LeaseLease in the form attached as Exhibits E and F hereto, respectively, or, in the alternative, an Assignment of Lease in the form attached as Exhibit D hereto, with respect to each of the Real Property LeasesLeases for the Spectrum Club - Water Garden, which shall be in a form reasonably satisfactory to QDL; the Spectrum Club - Howaxx Xxxhxx, xxe Spectrum Club - Fullerton, the Spectrum Club - Valencia, the Spectrum Club - Puenxx Xxxls and a duly executed certificate from an authorized officer of the Company certifying that all rents due from the Company under each Real Property Lease has been paid as of the Closing Date and that no defaults exist under any of the Real Property Leases as of the Closing DateSpectrum Club - Anaheim; (iii) an Assignment and Assumption of LeaseContract Rights in the substantial form of Exhibit C attached to the Contribution Agreement, with respect to each Non-Real Estate Lease in a form reasonably satisfactory to QDLthe Contract Rights; (iv) an Assignment of Partnership Interest with respect to the extent in written or other deliverable form and not previously delivered, all copies of Intellectual Property or other secret, proprietary or confidentialSports Connection - ES/MB; (v) all cash one or more grant deeds conveying good and cash equivalents of marketable fee simple title to the Company and any subsidiaryOwned Real Property; (vi) all Books and Records a sublease for the Office Space portion of the Company Premises under the Lease for the Spectrum Club - Thousand Oaks complying with the provisions of Sections 16.2.4 of such Lease and any subsidiary (QDL shall be granted access otherwise on terms and conditions mutually agreed by Sellers and Buyer prior to such Books and Records immediately after Closing)the Closing Date; (vii) such keys, lock and safe combinations and other similar items as QDL shall require an Assignment of Trademarks in the substantial form of Exhibit D attached to obtain full occupation, possession and control of the Company's and any subsidiary's facilities and Business;Contribution Agreement; and (viii) such changes relating other instruments as shall be reasonably requested by Buyer to vest in Newco title in and to the bank accounts and safe deposit boxes of Assets in accordance with the Company and any Subsidiary as are being transferred provisions hereof. Immediately following the above contributions, Sellers will deliver to QDL and which QDL shall have requested by notice Buyer at closing a certificate representing the Newco Stock, duly endorsed for transfer to the Company at least five (5) business days prior to the Closing Date; and (ix) such other certificates, documents, instruments and agreements as Questron shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to QuestronBuyer.

Instruments and Possession. To effect the transfers referred to in Section 2.1, the Company and the Shareholders shall have obtained and/or executed, as applicable, executed and delivered to QDL: (i) any required consents from landlords under a bill of sale, substantially in the Real Property Leasesform attached herexx xs Exhibit B, conveying in the aggregate all personal property included in the Acquired Assets; (ii) an Assignment and Assumption of Lease, with respect to each of the Real Property Leases; an estoppel certificate from the landlord for each Real Property Lease, which shall be in a form reasonably satisfactory to QDL; and a duly executed certificate from an authorized officer of the Company certifying that all rents due from the Company under each Real Property Lease has been paid as of the Closing Date and that no defaults exist under any of the Real Property Leases as of the Closing Date;. (iii) an Assignment and Assumption of Lease, with respect to each Non-Real Estate Lease in a form reasonably satisfactory to QDL; (iv) deeds in favor of QDL for each parcel of Owned Real Property, in forms reasonably satisfactory to QDL; (v) assignments, in form and substance satisfactory to QDL, of all Intellectual Property Rights, in recordable form to the extent necessary to assign such rights; (vi) to the extent in written or other deliverable form and not previously delivered, all copies of Intellectual Property or other secret, proprietary or confidentialconfidential information included in the Acquired Assets; (vvii) evidence of the name change of the Company required by Section 6.13, which evidence shall be reasonably satisfactory to QDL; (viii) all cash and cash equivalents of the Company and any subsidiaryCompany; (viix) all Books and Records of the Company and any subsidiary (QDL shall be granted access to such Books and Records immediately after Closing)Company; (viix) such keys, lock and safe combinations and other similar items as QDL shall require to obtain full occupation, possession and control of the Company's and any subsidiary's facilities and Business; (viiixi) such changes relating to the bank accounts and safe deposit boxes of the Company and any Subsidiary as are being transferred to QDL and which QDL shall have requested by notice to the Company at least five (5) business days prior to the Closing Date; (xii) such other instruments as shall be reasonably requested by QDL to vest in QDL good and valid title in and to the Acquired Assets in accordance with the provisions hereof; and (ixxiii) such other certificates, documents, instruments and agreements as Questron shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to Questron.

Instruments and Possession. To effect the transfers sale referred to in Section 2.12.1 hereof, Seller shall, on the Company Closing Date, execute and deliver to Purchaser, in such form as to transfer to Purchaser, good title to the Shareholders shall have obtained and/or executedAssets, as applicablesubject to no Encumbrances, and delivered to QDLimperfections of title, covenants, restrictions, easements, encroachments or any state of facts which would be reflected on a current ALTA survey, other than, in the case of Owned Real Property, Permissible Liens: (i) any required consents from landlords under the a special warranty deed, in proper form for recording and mutually and reasonably acceptable to Purchaser and Seller, conveying good title (other than Permissible Liens) to all Owned Real Property Leasesincluded in the Assets; (ii) an one or more Bills of Sale, conveying all of the owned personal property included in the Assets; (iii) subject to Section 3.2(c), the Personal Property Lease Assignment and Assumption of Lease, Agreement with respect to each the assignment of the Real Personal Property LeasesLeases hereunder; (iv) subject to Section 3.2(c), which the Contract Rights Assignment and Assumption Agreement with respect to the assignment of all Contract Rights included in the Assets; (v) such other instruments as shall be reasonably requested by Purchaser to vest in Purchaser good title (other than, in the case of Owned Real Property, Permissible Liens) in and to the Assets in accordance with the provisions hereof; (vi) such affidavits, certificates or filings as may be required to convey the Assets to Purchaser or as may be reasonably requested by Purchaser's title company and agreed to by Seller in connection with the issuance of the title policies with respect to the Owned Real Property, all costs, charges and premiums of which, shall be paid by Purchaser; (vii) an affidavit, in a form reasonably satisfactory to QDL; Purchaser, of Seller stating under penalties of perjury Seller's United States taxpayer identification number and that Seller is not a duly executed certificate from an authorized officer foreign person within the meaning of Section 1445(b)(2) of the Company certifying that all rents due from the Company under each Real Property Lease has been paid as of the Closing Date and that no defaults exist under any of the Real Property Leases as of the Closing Date;Code; and (iiiviii) an Assignment and Assumption of Lease, with respect to each Non-Real Estate Lease in a form reasonably satisfactory to QDL; (iv) to the extent in written or other deliverable form and not previously delivered, all copies of Intellectual Property or other secret, proprietary or confidential; (v) all cash and cash equivalents of the Company and any subsidiary; (vi) all Books and Records of the Company and any subsidiary (QDL shall be granted access to such Books and Records immediately after Closing); (vii) such keys, lock and safe combinations and other similar items as QDL shall require to obtain full occupation, physical possession and control of the Company's and any subsidiary's facilities and Business; (viii) such changes relating to the bank accounts and safe deposit boxes of the Company and any Subsidiary as are being transferred to QDL and which QDL shall have requested by notice to the Company at least five (5) business days prior to the Closing Date; and (ix) such other certificates, documents, instruments and agreements as Questron shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to QuestronAssets.

Instruments and Possession. To effect the transfers sale and transfer referred to in Section 2.12.1 hereof, at the Company Closing, Seller will execute and the Shareholders shall have obtained and/or executed, as applicable, and deliver or cause to be delivered to QDLPurchaser: (i) any required consents from landlords under an Assignment Agreement, in the Real Property Leasesform attached hereto as Exhibit I, conveying Seller's right, title and interest in and to the Dothan IRB Lease and the Dominican Republic Leases to Purchaser; (ii) an Assignment one or more bills of sale, in the form attached hereto as Exhibit J, conveying in the aggregate good and Assumption of Lease, with respect sufficient title to each of the Real Owned Personal Property Leases, which shall be in a form reasonably satisfactory to QDL; and a duly executed certificate from an authorized officer of the Company certifying that all rents due from the Company under each Real Property Lease has been paid as of the Closing Date and that no defaults exist under any of the Real Property Leases as of the Closing DateMass-Market Inventory; (iii) an Assignment a general warranty deed in recordable form for the State of Alabama conveying good and Assumption marketable title to the Dothan Owned Facility free and clear of LeaseEncumbrances other than Permitted Encumbrances. (iv) Assignments of Contract Rights, each in the form attached hereto as Exhibit L, with respect to each Nonthe Mass-Real Estate Market Contracts other than the Dothan IRB Lease in a form reasonably satisfactory to QDL; (iv) to and the extent in written or other deliverable form and not previously delivered, all copies of Intellectual Property or other secret, proprietary or confidentialDominican Republic Leases; (v) all cash and cash equivalents Assignments of Mass-Market Trademarks, each in the Company and any subsidiary;form attached hereto as Exhibit K, in recordable form to the extent necessary to assign such Mass-Market Trademarks; and (vi) all such other instruments as shall be reasonably requested by Purchaser to vest in Purchaser Seller's title in and to the Mass-Market Intellectual Property (other than Mass-Market Trademarks), assignable Permits, Prepaid Expenses, Mass-Market Books and Records of the Company and any subsidiary (QDL shall be granted access to such Books and Records immediately after Closing); (vii) such keys, lock and safe combinations and other similar items as QDL shall require to obtain full occupation, possession and control of Mass-Market Assets in accordance with the Company's and any subsidiary's facilities and Business; (viii) such changes relating to the bank accounts and safe deposit boxes of the Company and any Subsidiary as are being transferred to QDL and which QDL shall have requested by notice to the Company at least five (5) business days prior to the Closing Date; and (ix) such other certificates, documents, instruments and agreements as Questron shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to Questronprovisions hereof.

Instruments and Possession. To effect At the transfers referred Closing, Seller shall execute (other than documents described in subclauses (i) through (iii) below that do not require execution) and deliver to in Section 2.1Parent and Buyer: (i) a certificate of status, the Company and the Shareholders shall have obtained and/or executedcompliance, good standing or like certificate with respect to Seller issued by appropriate Government Officials of its jurisdiction of incorporation; (ii) a certificate of status, compliance, good standing or like certificate with respect to each Acquired Entity issued by appropriate Government Officials of its jurisdiction of incorporation or organization, as applicable, and delivered each jurisdiction in which such Acquired Entity is qualified, licensed or registered to QDL: (i) any required consents from landlords under the Real Property Leasesdo business; (iiA) an Assignment original Books and Assumption Records of LeaseSeller and each Acquired Entity, with respect other than original Tax-related records and receipts of Seller that relate to Pre-Closing Tax Periods and original records that Seller is required by Law to retain in its possession, and (B) copies of Books and Records of Seller that relate to Pre-Closing Tax Periods and copies of records that Seller is required by Law to retain in its possession in each of case to the Real Property Leases, which shall be in a form reasonably satisfactory extent related to QDL; and a duly executed certificate from an authorized officer of the Company certifying that all rents due from the Company under each Real Property Lease has been paid as of the Closing Date and that no defaults exist under Purchased Assets or any of the Real Property Leases as of the Closing Date; (iii) an Assignment and Assumption of Lease, with respect to each Non-Real Estate Lease in a form reasonably satisfactory to QDLAcquired Entity; (iv) to one or more bills of sale conveying in the extent aggregate all tangible personal property included in written or other deliverable form and not previously delivered, all copies of Intellectual Property or other secret, proprietary or confidentialthe Purchased Assets; (v) assignments of all cash Real Property Leases of Seller and cash equivalents all Personal Property Leases of Seller included in the Company and any subsidiaryPurchased Assets; (vi) assignments of all Books and Records Contracts of Seller included in the Company and any subsidiary (QDL shall be granted access to such Books and Records immediately after Closing)Purchased Assets; (vii) such keysassignment(s) of all Registered Intellectual Property included in the Purchased Assets, lock and safe combinations and other similar items as QDL shall require to obtain full occupation, possession and control of in form suitable for recordation with the Company's and any subsidiary's facilities and Businessapplicable Governmental Authority; (viii) all Ancillary Agreements to which Seller or any of its employees or Affiliates is a party, duly executed by such changes relating Seller or such employees or Affiliates, as applicable; (ix) all documents, including executed UCC-3 termination statements and PPSA financing change statements, as are necessary to (A) release all Encumbrances on the bank accounts Purchased Shares and safe deposit boxes (B) release all Encumbrances (other than Permitted Encumbrances) on all other Purchased Assets and all of the Company and any Subsidiary as are being transferred to QDL and which QDL shall have requested by notice to Assets of the Company at least five (5) business days prior to the Closing DateAcquired Entities; and (ixx) such other certificatesinstruments as shall be reasonably requested by Parent to vest in Parent or Buyer such right, documents, instruments title or interest in and agreements as Questron shall deem necessary to the Purchased Assets in its reasonable discretion in order to effectuate accordance with the transactions contemplated herein, in form and substance reasonably satisfactory to Questronprovisions hereof.

Instruments and Possession. To effect the transfers sale and transfer referred to in Section 2.11.1, the Company Seller shall execute and the Shareholders shall have obtained and/or executeddeliver to Buyer or its designee, as applicable, and delivered to QDL: (i) any required consents from landlords one or more bills of sale, in the form attached hereto as Exhibit J, conveying title to all of Seller’s owned personal property included in the Purchased Assets and evidence that all Encumbrances on the Purchased Assets (other than Permitted Encumbrances) have been discharged or released in full (together with UCC filings reflecting releases of Encumbrances under the Real Property LeasesSeller Credit Facility on the Purchased Assets that constitute Collateral (as defined in the Seller Credit Facility) under the Seller Credit Facility); (ii) an the Assignment and Assumption of LeaseContract Rights and Obligations, with respect to each of the Real Property Leasesexecuted by Seller, which shall be in a form reasonably satisfactory to QDL; and a duly executed certificate from an authorized officer of the Company certifying that all rents due from the Company under each Real Property Lease has been paid attached hereto as of the Closing Date and that no defaults exist under any of the Real Property Leases as of the Closing DateExhibit K; (iii) an the Assignment and Assumption of LeaseReal Property Leases, with respect to each Non-Real Estate Lease in a form reasonably satisfactory to QDLexecuted by Seller, attached hereto as Exhibit L; (iv) to the extent in written or other deliverable form and not previously delivered, all copies Assignment of Intellectual Property or other secretAssets, proprietary or confidentialexecuted by Seller, attached hereto as Exhibit M; (v) all cash and cash equivalents such evidence as the Title Company may reasonably require as to the authority of the Company and any subsidiaryperson or persons executing documents on behalf of Seller; (vi) all Books such affidavits as may be customarily and Records of reasonably required by the Company and any subsidiary (QDL shall be granted access to such Books and Records immediately after Closing)Title Company; (vii) such keys, lock an executed closing statement prepared by the Title Company and safe combinations and other similar items as QDL shall require reasonably acceptable to obtain full occupation, possession and control of the Company's and any subsidiary's facilities and BusinessSeller; (viii) such changes relating Deeds conveying each Owned Real Property to Buyer (or its designee) prepared in the bank accounts and safe deposit boxes manner set forth in Section 5.14; (ix) a Title Policy for each Owned Real Property, evidencing that all Encumbrances (other than Permitted Encumbrances) have been discharged or released in full (together with evidence of the Company and release of all Encumbrances under the Seller Credit Facility on any Subsidiary Owned Real Property that constitutes Collateral (as are being transferred to QDL and which QDL shall have requested by notice to defined in the Company at least five (5Seller Credit Facility) business days prior to under the Closing DateSeller Credit Facility); and (ixx) such other certificates, documents, instruments as shall be reasonably requested by Buyer to vest in Buyer title in and agreements as Questron shall deem necessary to the Purchased Assets in its reasonable discretion in order to effectuate accordance with the transactions contemplated herein, in form and substance reasonably satisfactory to Questronprovisions hereof.

Instruments and Possession. To effect the transfers sale referred to in Section 2.12.1 hereof, Seller shall, on the Company Closing Date, execute and deliver to Purchaser, in such form as to transfer to Purchaser, good title to the Shareholders shall have obtained and/or executedAssets, as applicablesubject to no Encumbrances, and delivered to QDLimperfections of title, covenants, restrictions, easements, encroachments or any state of facts which would be reflected on a current ALTA survey, other than, in the case of Owned Real Property, Permissible Liens: (i) any required consents from landlords under the a special warranty deed, in proper form for recording and mutually and reasonably acceptable to Purchaser and Seller, conveying good title (other than Permissible Liens) to all Owned Real Property Leasesincluded in the Assets as such Owned Real Property is described in a current ALTA survey obtained by Purchaser; (ii) an the Bill xx Sale, Assignment and Assumption Agreement conveying all of Leasethe owned personal property included in the Assets, the Personal Property Leases and the Contract Rights; (iii) such other instruments as shall be reasonably requested by Purchaser to vest in Purchaser good title (other than, in the case of Owned Real Property, Permissible Liens) in and to the Assets in accordance with the provisions hereof; (iv) such affidavits, certificates or filings as may be required to convey the Assets to Purchaser or as may be reasonably requested by Purchaser's title company and agreed to by Seller in connection with the issuance of the title policies with respect to each the Owned Real Property, all costs, charges and premiums of the Real Property Leaseswhich, which shall be paid by Purchaser; (v) an affidavit, in a form reasonably satisfactory to QDL; Purchaser, of Seller stating under penalties of perjury Seller's United States taxpayer identification number and that Seller is not a duly executed certificate from an authorized officer foreign person within the meaning of Section 1445(b)(2) of the Company certifying that all rents due from the Company under each Real Property Lease has been paid as of the Closing Date and that no defaults exist under any of the Real Property Leases as of the Closing Date; (iii) an Assignment and Assumption of Lease, with respect to each Non-Real Estate Lease in a form reasonably satisfactory to QDL; (iv) to the extent in written or other deliverable form and not previously delivered, all copies of Intellectual Property or other secret, proprietary or confidential; (v) all cash and cash equivalents of the Company and any subsidiary;Code; and (vi) all Books and Records of the Company and any subsidiary (QDL shall be granted access to such Books and Records immediately after Closing); (vii) such keys, lock and safe combinations and other similar items as QDL shall require to obtain full occupation, physical possession and control of the Company's and any subsidiary's facilities and Business; (viii) such changes relating to the bank accounts and safe deposit boxes of the Company and any Subsidiary as are being transferred to QDL and which QDL shall have requested by notice to the Company at least five (5) business days prior to the Closing Date; and (ix) such other certificates, documents, instruments and agreements as Questron shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to QuestronAssets.

Instruments and Possession. To effect the transfers Purchase and Sale referred to in Section 2.12.1 hereof, Seller will, at the Company Closing, execute and the Shareholders shall have obtained and/or executeddeliver to Buyer and Dayton, as applicablereasonably requested by Buyer and Dayton, in form and substance satisfactory to Buyer and Dayton, such endorsements, bills of sale, warranty deeds, assignment of warranties, assignment and assumption agreements and such other good and sufficient instruments of conveyance and assignment, and delivered such other documents and instruments, as shall be necessary or appropriate to QDLwarrant and vest in Buyer, good and marketable right, title and interest in and to the Subject Assets: (i) any required consents from landlords under One or more bills of sale, substantially in the Real Property Leasesform attached hereto as EXHIBIT 3.6(a)(i), conveying in the aggregate all of Seller's owned personal property included in the Subject Assets; (ii) an Subject to Section 10.2, Assignment and Assumption of Lease, Leases substantially in the form attached hereto as EXHIBIT 3.6(a)(ii) attached hereto with respect to the Leases, to be countersigned by Buyer; (iii) Subject to Section 10.2, Assignment and Assumption of Contract Rights, each substantially in the form of EXHIBIT 3.6(a)(iii) attached hereto with respect to the Contract Rights, to be countersigned by Buyer; (iv) Patent Assignment, substantially in the form attached hereto as EXHIBIT 3.6(a)(iv), in recordable form to the extent necessary to assign such rights; and (v) Such other instruments as shall be requested by Buyer to vest in Buyer right, title and interest in and to the Subject Assets in accordance with the provisions hereof. Simultaneously with, and after, such delivery, Seller will take, or cause to be taken, all additional reasonable steps as may be necessary or desirable to put Buyer in possession and operational control of the Real Property Leases, which shall be in a form reasonably satisfactory to QDL; and a duly executed certificate from an authorized officer of the Company certifying that all rents due from the Company under each Real Property Lease has been paid as of the Closing Date and that no defaults exist under any of the Real Property Leases Subject Assets as of the Closing Date; (iii) an Assignment and Assumption of Lease, with respect to each Non-Real Estate Lease in a form reasonably satisfactory to QDL; (iv) to the extent in written or other deliverable form and not previously delivered, all copies of Intellectual Property or other secret, proprietary or confidential; (v) all cash and cash equivalents of the Company and any subsidiary; (vi) all Books and Records of the Company and any subsidiary (QDL shall be granted access to such Books and Records immediately after Closing); (vii) such keys, lock and safe combinations and other similar items as QDL shall require to obtain full occupation, possession and control of the Company's and any subsidiary's facilities and Business; (viii) such changes relating to the bank accounts and safe deposit boxes of the Company and any Subsidiary as are being transferred to QDL and which QDL shall have requested by notice to the Company at least five (5) business days prior to the Closing Date; and (ix) such other certificates, documents, instruments and agreements as Questron shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to Questron.

Instruments and Possession. To effect the transfers referred to in Section 2.1, the Company and the Shareholders Principals shall have obtained and/or executed, as applicable, executed and delivered to QDL: (i) any required consents from landlords under a xxxx of sale, substantially in the Real Property Leasesform attached hereto as Exhibit C, conveying in the aggregate all personal property included in the Acquired Assets; (ii) an Assignment and Assumption of Lease, with respect to each of the Real Property LeasesLeases (other than the Existing Master Lease), which shall be in a form reasonably satisfactory to QDL; and a duly executed certificate from an authorized officer of the Company certifying that all rents due from the Company under each Real Property Lease has been paid as of the Closing Date and that no defaults exist under any of the Real Property Leases as of the Closing Date; (iii) an Assignment and Assumption of Lease, with respect to each Non-Non- Real Estate Lease in a form reasonably satisfactory to QDL; (iv) assignments, in form and substance satisfactory to QDL, of all Intellectual Property Rights, in recordable form to the extent necessary to assign such rights; (v) to the extent in written or other deliverable form and not previously delivered, all copies of Intellectual Property or other secret, proprietary or confidentialconfidential information included in the Acquired Assets; (vvi) evidence of the name change of the Company required by Section 6.12, which evidence shall be reasonably satisfactory to QDL; (vii) all cash and cash equivalents of the Company and any subsidiary;Company; 39 (viviii) other than the Excluded Assets, all Books and Records of the Company and any subsidiary (QDL shall be granted access to such Books and Records immediately after Closing); (viiix) such keys, lock and safe combinations and other similar items as QDL shall require to obtain full occupation, possession and control of the Company's and any subsidiary's facilities and Business; (viiix) such changes relating to the bank accounts and safe deposit boxes of the Company and any Subsidiary as are being transferred to QDL and which QDL shall have requested by notice to the Company at least five (5) business days prior to the Closing Date; (xi) such other instruments as shall be reasonably requested by QDL to vest in QDL good and valid title in and to the Acquired Assets in accordance with the provisions hereof; and (ixxii) such other certificates, documents, instruments and agreements as Questron shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to Questron.