Common use of Items to be Delivered at Closing Clause in Contracts

Items to be Delivered at Closing. In connection with the Closing and subject to the terms and conditions contained in this Agreement: (a) Seller shall deliver to Purchaser the following: (i) at the Closing, stock certificates representing all of the Stock of Holdings, together with properly executed stock transfer powers in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; copies of fully executed instruments of conveyance evidencing that all of the Assets have been transferred and conveyed to Holdings, including but not limited to bills of sale with covenants of warranty of title in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; assignments in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; warranty deeds (or special warranty deeds if Seller acquired such property pursuant to a special warranty deed) in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; and other good and sufficient instruments and documents of conveyance and transfer, in forms reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to evidence the transfer and assignment to Holdings of all of Seller's right, title and interest in and to the Assets; and (ii) at the Closing or concurrently therewith at a mutually agreed upon location, all of the certificates, certificates of title, Contracts, customer lists, supplier lists, Equipment Leases, Real Estate Leases, all correspondence, files, plans and other documents and instruments, books, Records, and data belonging to Seller or Holdings which are part of the Assets; and simultaneously with such delivery, Seller shall take all steps as may be reasonably required to put Purchaser in control of Holdings and to put Holdings in actual possession and operating control of the Assets. (b) Purchaser shall deliver to Seller, and in the case of (i) to LP, the following: (i) the wire transfer of the Purchase Price (adjusted in accordance with Sections 1.5, 1.6, 1.7, and 7.2); and (ii) a fully executed assignment of Contracts, assignment of leases of Leased Properties, and assignment of Equipment Leases in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto. (c) At or prior to the Closing, the parties hereto also shall deliver to each other the agreements, opinions, certificates and other documents and instruments referred to in Article V.

Items to be Delivered at Closing. In connection with the Closing and subject to the terms and conditions contained in this Agreement: (a) At Closing, Seller shall deliver to Purchaser Buyer the following: (i) at The Deed. (ii) The Xxxx of Sale. (iii) An Assignment in the Closingform of Exhibit E of the Tenant Lease, stock certificates representing duly executed and acknowledged by Seller and in proper form for recording, assigning to Buyer all of the Stock of Holdings, together with properly executed stock transfer powers in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; copies of fully executed instruments of conveyance evidencing that all of the Assets have been transferred and conveyed to Holdings, including but not limited to bills of sale with covenants of warranty of title in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; assignments in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; warranty deeds (or special warranty deeds if Seller acquired such property pursuant to a special warranty deed) in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; and other good and sufficient instruments and documents of conveyance and transfer, in forms reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to evidence the transfer and assignment to Holdings of all of Sellerlessor's rightrights, title and interest in the Tenant Lease in consideration of Buyer assuming all of Seller's obligations under the Tenant Lease, together with all correspondence between Seller and the Tenant, an original executed copy of the Tenant Lease and letters, duly executed by Seller, in form satisfactory to Buyer addressed to the AssetsTenant informing it of the assignment. Seller shall also deliver to Buyer at Closing evidence of Seller's termination of all Service Agreements and payment of all sums owing to the parties to such Service Agreements to the extent such Service Agreements can be terminated at or prior to the Closing Date; andand Seller shall assign to Buyer at Closing, and Buyer shall assume at Closing, any of the Service Agreements that cannot be terminated at or prior to the Closing Date. (iiiv) at An assignment, duly executed and acknowledged by Seller, of (and delivery to Buyer of originals or copies of): all certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals with respect to the Closing Property; all fees, escrow and/or security funds, deposits and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or concurrently therewith at a mutually agreed upon locationother body exercising similar functions); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties with respect to the Property in Seller's possession (together with original counterparts of such instruments). (v) An original counterpart of the certificatesTenants Estoppel Certificate, the Mortgagee Estoppel Certificate, and the SNDA. (vi) Such resolutions and certificates as the Title Company shall require to evidence the due authorization of titlethe execution and performance of this Agreement and the documents to be delivered pursuant hereto; and all affidavits, Contracts, customer lists, supplier lists, Equipment Leases, Real Estate Leases, all correspondence, files, plans indemnities and other documents agreements required by the Title Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to Section 5(a). (vii) A statement, certified by Seller (and instruments, accompanied with all relevant back-up documentation) setting forth all information necessary or required to permit Buyer to calculate and collect after Closing all payments of additional rent and other charges due under the Tenant Lease. (viii) All proper instruments for the conveyance of the awards referred to in Sections 1(a) and 12. (ix) Duplicate copies of all books, Records, records and data belonging to Seller or Holdings operating reports in Seller's possession which are part necessary to insure continuity of operation of the Assets; and simultaneously with such delivery, Seller shall take all steps as may be reasonably Property. (x) Any other documents required to put Purchaser in control be delivered by Seller pursuant to any other provisions of Holdings and to put Holdings in actual possession and operating control of the Assetsthis Agreement. (b) Purchaser At Closing, Buyer shall deliver to Seller, and in the case of (i) to LP, Seller the following: (i) the wire transfer The portion of the Purchase Price (adjusted in accordance with Sections 1.5, 1.6, 1.7, and 7.2payable pursuant to Section 2(c); and. (ii) a fully Assumption agreement, in the form of Exhibits E of the Tenant Lease, duly executed assignment of Contracts, assignment of leases of Leased Properties, and assignment of Equipment Leases acknowledged by Buyer and in a proper form consistent with the for recording. (iii) Any other document required to be delivered by Buyer pursuant to any other provisions of this Agreement and reasonably satisfactory to the parties heretoAgreement. (c) At or prior to the Closing, the parties hereto also shall deliver to each other the agreements, opinions, certificates and other documents and instruments referred to in Article V.

Items to be Delivered at Closing. In connection with the Closing and subject to the terms and conditions contained in this Agreement: (a) Seller shall deliver to Purchaser the following: (i) at the Closing, stock certificates representing all of the Stock of Holdings, together with properly executed stock transfer powers in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; copies of fully executed instruments of conveyance evidencing that all of the Assets have been transferred and conveyed to Holdings, including but not limited to bills of sale with covenants of warranty of title in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; assignments in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; warranty deeds (or special warranty deeds if Seller acquired such property pursuant to a special warranty deed) in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; and other good and sufficient instruments and documents of conveyance and transfer, in forms reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to evidence the transfer and assignment to Holdings of all of Seller's right, title and interest in and to the Assets; and (ii) at the Closing or concurrently therewith at a mutually agreed upon location, all of the certificates, certificates of title, Contracts, customer lists, supplier lists, Equipment Leases, Real Estate Leases, all correspondence, files, plans and other documents and instruments, books, Records, and data belonging to Seller or Holdings which are part of the Assets; and simultaneously with such delivery, Seller shall take all steps as may be reasonably required to put Purchaser in control of Holdings and to put Holdings in actual possession and operating control of the Assets. (b) Purchaser shall deliver to Seller, and in the case of (iof(i) to LP, the following: (i) the wire transfer of the Purchase Price (adjusted in accordance with Sections 1.5, 1.6, 1.7, and 7.2); and (ii) a fully executed assignment of Contracts, assignment of leases of Leased Properties, and assignment of Equipment Leases in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto. (c) At or prior to the Closing, the parties hereto also shall deliver to each other the agreements, opinions, certificates and other documents and instruments referred to in Article V.

Items to be Delivered at Closing. In connection with At the Closing and subject to the terms and conditions contained in this Agreement: (a) Seller shall The Company will deliver to Purchaser Buyer the following: (i) at the Closing, stock certificates representing all of the Stock of Holdings, together with properly executed stock transfer powers in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; copies of fully executed instruments of conveyance evidencing that all of the Assets have been transferred and conveyed to Holdings, including but not limited to such bills of sale with covenants of warranty of title in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; assignments in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; warranty deeds (or special warranty deeds if Seller acquired such property pursuant to a special warranty deed) in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; warranty, assignments, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in forms reasonably form and substance satisfactory to Purchaser Buyer and its counsel, as shall be necessary and effective to evidence the convey, transfer and assignment to Holdings of assign to, and vest in, Buyer all of Seller's the Company’s right, title and interest in and to the AssetsAssets of the Business to be sold under this Agreement, including, without limitation, (A) good, valid and marketable title in and to all of the Assets of the Company related to the Business, (B) good and valid leasehold interests in and to all of the Assets leased by the Company related to the Business, and (C) all of the Company’s rights under all agreements, contracts, commitments, leases, plans, bids, quotations, proposals, licenses, permits, authorizations, instruments and other documents to which the Company is a party or by which they have rights on the Closing Date and which are to be sold under this Agreement and are related to the Business; and (ii) at the Closing or concurrently therewith at a mutually agreed upon locationall agreements, all of the certificates, certificates of title, Contractscontracts, customer prospect lists, commitments, leases, plans, bids, quotations, proposals, licenses, permits, authorizations, instruments, manuals and guidebooks, price books and price lists, customer and subscriber lists, supplier lists, Equipment Leases, Real Estate Leases, all correspondencesales records, files, plans correspondence, and other documents and instrumentsdocuments, books, Recordsrecords, papers, files and data belonging to Seller or Holdings the Company which are part of the AssetsAssets or relate to the Business of the Company; and simultaneously with such delivery, Seller shall take all such steps will be taken as may be reasonably required to put Purchaser in control of Holdings and to put Holdings the Buyer in actual possession and operating control of the AssetsAssets and the Business; and (iii) all schedules to be provided under this agreement, five (5) days prior to Closing, along with all supporting documentation. (b) Purchaser shall Buyer will deliver to Seller, and in the case of (i) to LP, Company the following: (i) the wire transfer of the Purchase Price (adjusted Initial Cash Payment as set forth in accordance with Sections 1.5, 1.6, 1.7, and 7.2Section 2.4(a)(i); and. (ii) a fully executed assignment of Contracts, assignment of leases of Leased Properties, The Promissory Note and assignment of Equipment Leases in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties heretoSecurity Agreement. (c) At or prior to the Closing, the parties hereto also shall deliver to each other the agreements, opinions, certificates and other documents and instruments referred to in Article V.

Items to be Delivered at Closing. In connection with the Closing and subject to the terms and conditions contained in this Agreement: (a) Seller shall deliver the following to Purchaser the following:Buyer at Closing (i) at the Closing, stock 1. fully executed certificates representing all of the Stock of Holdingsthe Company, together with properly executed stock transfer powers free and clear of all liens and encumbrances of any kind; 2. all third party consents which may be necessary of desirable in a form consistent connection with the provisions of this Agreement and reasonably satisfactory to transactions contemplated hereby, including the parties hereto; copies of fully executed instruments of conveyance evidencing that all Contracts (as defined herein); 3. a certificate, signed by a duly authorized officer of the Assets have been transferred Company and conveyed to Holdingsdated the Closing Date, including but not limited to bills of sale with covenants of warranty of title in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; assignments in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; warranty deeds (or special warranty deeds if Seller acquired such property pursuant to a special warranty deed) in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; and other good and representing that any conditions described herein is satisfied; 4. documents designated by Buyer sufficient instruments and documents of conveyance and transfer, in forms reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to evidence the transfer Company’s intellectual property rights of its products and assignment to Holdings services; 5. employment agreements for any employee with an annual salary of $100,000 or greater or any and all of Seller's right, title and interest in and to officers; 6. software licensing agreements for all software sold or represented as serviced by the Assets; andCompany; (ii) at the Closing or concurrently therewith at a mutually agreed upon location, all of the 7. any other certificates, certificates of title, Contracts, customer lists, supplier lists, Equipment Leases, Real Estate Leases, all correspondence, files, plans and other documents and instruments, books, Recordsdocuments, and data belonging to Seller or Holdings which are part of the Assets; and simultaneously with such delivery, Seller shall take all steps as may be instruments reasonably required to put Purchaser in control of Holdings and to put Holdings in actual possession and operating control of complete the Assetstransaction. (b) Purchaser Buyer shall deliver to Seller, and in the case of (i) to LP, Seller the following: (i) 1. a certificate, signed by an authorized officer of Buyer and dated the wire transfer Closing Date, representing that any conditions represented in this agreement have been met; 2. copies of resolutions of the Purchase Price (adjusted in accordance Board of Directors of Buyer with Sections 1.5, 1.6, 1.7, and 7.2); and (ii) a fully executed assignment of Contracts, assignment of leases of Leased Properties, and assignment of Equipment Leases in a form consistent with respect to the provisions approval of this Agreement and reasonably satisfactory the transactions contemplated hereby; 3. any other certificates or other documents and instruments required herein to be delivered by Buyer in order to complete the parties heretotransaction. 4. fully executed certificates for shares of the Buyer’s common stock required by the Purchase Price. (c) At or prior Notwithstanding anything contained herein to the Closingcontrary, neither the Seller nor the Buyer’s obligations to deliver the respective shares to the other shall arise, until such time as the Buyer shall have effectively increased its authorized shares to permit the issuance, in accordance with the applicable law and regulation. Once the Buyer is in a position to issue the Buyer’s shares, the parties hereto also shall will arrange a mutual time and place to exchange the shares. In the event the Buyer is unable to deliver the Purchase Price on or before September 20, 2010, the number and/or type of share is agreed to each other the agreements, opinions, certificates and other documents and instruments referred to in Article V.be renegotiated.

Items to be Delivered at Closing. In connection with (a) At the Closing Closing, and subject to the terms and conditions contained in this Agreement: (a) Seller , Sellers shall deliver to Purchaser Purchasers the following: (i) at the Closing, stock certificates representing all of the Stock of Holdings, together with properly executed stock transfer powers in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; copies of fully executed instruments of conveyance evidencing that all of the Assets have been transferred and conveyed to Holdings, including but not limited to Such bills of sale with covenants of warranty of title in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; assignments in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; warranty deeds (or special warranty deeds if Seller acquired such property pursuant to a special warranty deed) in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; warranty, assignments, endorsements, and other good and sufficient instruments Instruments and documents of conveyance and transfer, in forms reasonably form and substance satisfactory to Purchaser Purchasers and its their counsel, as shall be necessary and effective to evidence the convey, transfer and assignment to Holdings of assign to, and vest in, Purchasers all of Seller's Sellers' right, title and interest in and to the Assets; and, including, without limitation, (i) good, valid and marketable title in and to all of the Assets that are owned, (ii) good and valid leasehold interests in and to all of the Assets that are leased, and (iii) art of the Company's rights under all agreements, Contracts, commitments, leases, plans, bids, quotations. proposals, licenses, permits, authorizations,Instruments and other documents to which the Company is a party or by which they have rights on the Closing Date and which are related to the Business. (ii) at the Closing or concurrently therewith at a mutually agreed upon location, all of the certificates, certificates of titleAll agreements, Contracts, customer prospect lists, commitments, leases, plans, bids, quotations, proposals, licenses, permits, authorizations, instruments, manuals and guidebooks, price books and price lists, customer and subscriber lists, supplier lists, Equipment Leases, Real Estate Leases, all correspondence. sales records, files, plans correspondence, and other documents and instrumentsdocuments, books, Recordsrecords, papers, files and data belonging to Seller or Holdings which are part ISG and used in the operation of the Assets; Business (the "Business Records"). The Business Records shall be delivered in such form and simultaneously media (e.g., written, electromagnetic, digital, etc.) as the Business Records are maintained by ISG in the ordinary course. Simultaneously with such delivery, Seller Sellers shall take execute and deliver all steps such documents as may be reasonably required to put Purchaser in control of Holdings and to put Holdings Purchasers in actual possession and operating control of the AssetsAssets and the Business. (b) Purchaser At the Closing, and subject to the terms and conditions contained in this Agreement, Purchasers shall deliver to Seller, and in the case of (i) to LP, the following: (i) the wire transfer of the Purchase Price (adjusted in accordance with Sections 1.5Price, 1.6less the escrow Hold Back, 1.7, and 7.2); and (ii) a fully executed assignment of Contracts, assignment of leases of Leased Properties, and assignment of Equipment Leases in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties heretoISG. (c) At or prior In addition, each of the Parties shall deliver such other and further documents as may be required pursuant to the Closingterms of this Agreement to consummate the Transactions, including without limitation, the parties hereto also shall deliver to each other the agreementsescrow agreement contemplated by Section 2.6, opinions, certificates and other documents and instruments referred to in Article V.above.

Items to be Delivered at Closing. In connection with the Closing and subject to the terms and conditions contained in this Agreement: (a) At Closing, Seller shall deliver to Purchaser Buyer the following: (i) at The Deed. (ii) The Xxxx of Sale. (iii) Assignments in the Closingform of Exhibits D and E, stock certificates representing respectively, of the Tenant Lease and the Service Agreements designated on Exhibit A to be assigned to Buyer, duly executed and acknowledged by Seller and in proper form for recording, assigning to Buyer all of the Stock of Holdings, together with properly executed stock transfer powers in a form consistent with the provisions of this Agreement lessor's and reasonably satisfactory to the parties hereto; copies of fully executed instruments of conveyance evidencing that all of the Assets have been transferred and conveyed to Holdings, including but not limited to bills of sale with covenants of warranty of title in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; assignments in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; warranty deeds (or special warranty deeds if Seller acquired such property pursuant to a special warranty deed) in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; and other good and sufficient instruments and documents of conveyance and transfer, in forms reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to evidence the transfer and assignment to Holdings of all of Seller's rightrights, title and interest in the Tenant Lease and such Service Agreements, together with all correspondence between Seller and the Tenant, an original executed copy of the Tenant Lease and each such Service Agreement and a letter, duly executed by Seller, in form satisfactory to Buyer addressed to Tenant and other parties under the Service Agreements informing it of the assignments. Seller shall also deliver to Buyer at Closing evidence of Seller's termination of those Service Agreements not assigned to Buyer and payment of all sums owing to the Assets; and (ii) at the Closing or concurrently therewith at a mutually agreed upon location, all of the certificates, certificates of title, Contracts, customer lists, supplier lists, Equipment Leases, Real Estate Leases, all correspondence, files, plans and other documents and instruments, books, Records, and data belonging parties to Seller or Holdings which are part of the Assets; and simultaneously with such delivery, Seller shall take all steps as may be reasonably required to put Purchaser in control of Holdings and to put Holdings in actual possession and operating control of the AssetsService Agreements. (biv) Purchaser shall deliver to An assignment, duly executed and acknowledged by Seller, and in the case of (i) and delivery to LPBuyer of originals or copies of): all permanent certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the following:Property; all fees, escrow and/or security funds, deposits and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functions); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties with respect to the Property (together with original counterparts of such instruments). (iv) the wire transfer An original counterpart of the Purchase Price (adjusted in accordance with Sections 1.5, 1.6, 1.7, Tenant Estoppel Certificate and 7.2); andthe SNDA. (iivi) a fully executed assignment Such resolutions and certificates as the Title Company shall require to evidence the due authorization of Contracts, assignment of leases of Leased Properties, the execution and assignment of Equipment Leases in a form consistent with the provisions performance of this Agreement and reasonably satisfactory the documents to be delivered pursuant hereto; and all affidavits, indemnities and other agreements required by the parties heretoTitle Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to Section 5(a). (cvii) At A statement, certified by Seller (and accompanied with all relevant back-up documentation ) setting forth all information necessary or prior required to the Closing, the parties hereto also shall deliver permit Buyer to each other the agreements, opinions, certificates calculate and collect after Closing all payments of additional rent and other documents and charges due under the Tenant Lease. (viii) All proper instruments for the conveyance of the awards referred to in Article V.Sections 1(a) and 12. (ix) Duplicate copies of all books, records and operating reports in Seller's possession which are necessary to insure continuity of operation of the Property. (x) Any other documents required to be delivered by Seller pursuant to any other provisions of this Agreement.

Items to be Delivered at Closing. In connection with At the Closing and subject to the terms and conditions contained herein contained, the parties shall execute and deliver such agreements and instruments as set forth herein for the purposes of transferring the Assets and the Assumed Liabilities and assigning the Assumed Contracts and to do such other things as may require the signatures of Purchaser and Seller, all in this Agreement:form and substance as reasonably approved by the other party prior to the Closing Date. (a) 4.2.1. Seller shall deliver to Purchaser the following: 4.2.1.1. (i) at the Closing, stock certificates representing all of the Stock of Holdings, together with properly executed stock transfer powers in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; copies of fully executed instruments of conveyance evidencing that all of the Assets have been transferred and conveyed to Holdings, including but not limited to such bills of sale with covenants (including a general xxxx of warranty sale and assignment), assignments (including assignments and assumptions of title in a form consistent with the provisions of this Agreement Assumed Liabilities, the Assumed Contracts and reasonably satisfactory to the parties hereto; assignments in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; warranty deeds (or special warranty deeds if Seller acquired such property pursuant to a special warranty deedLeases) in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; and other good and sufficient instruments and documents of conveyance and transfer, in forms reasonably satisfactory to Purchaser and its counsel, transfer (including without limitation all documents that may be required for recording purposes) as shall be necessary and effective to evidence the convey, transfer and assignment to Holdings of assign to, and vest in, Purchaser all of Seller's right, title and interest in and to all of the Assets, (ii) such grant deeds (collectively, the "Deeds"), duly executed and in recordable form and otherwise in form and substance reasonably satisfactory to Purchaser and its counsel, which shall be effective to vest in Purchaser good and valid fee simple title to the Real Property, in each case free and clear of all Liens, except for the Permitted Encumbrances and (iii) valid and subsisting Certificates of Occupancy or equivalent required certificates of compliance (or evidence that none was needed) covering the building(s) and all the other improvements covering the Real Property described on Exhibit 6.7.3(1); 4.2.1.2. a certificate of the President or a Vice President of Seller's Managing Partner, dated the Closing Date, certifying that (i) Seller has performed or complied with all agreements and conditions required by this Agreement to be performed or complied with by Seller on or prior to the Closing Date, and (ii) the representations and warranties of Seller contained in Section 6 of this Agreement are true and correct in all material respects on the Closing Date with the same effect as though made on the Closing Date, except for any such representation or warranty that was expressly made as of a specific date or time; 4.2.1.3. an incumbency certificate of the Secretary of Seller's Managing Partner, dated the Closing Date, including specimen signatures, together with a certificate of the Secretary of Seller's Managing Partner, dated the Closing Date, certifying that all actions required pursuant to Seller's partnership agreement (as amended through the Closing Date) have been duly and timely taken in order to authorize and empower Seller, by the officers of its Managing Partner, to enter into this Agreement and to perform in accordance with its terms; and 4.2.1.4. an opinion of (i) Xxxxxx, Xxxxxxx, Xxxxxxxxx & Green, general counsel to Seller, generally in the form attached as Exhibit 4.2A and otherwise in form and substance reasonably satisfactory to Purchaser and (ii) Fox Xxxxx & Camerini LLP, special counsel to Seller, in the form attached as Exhibit 4.2B and otherwise in form and substance satisfactory to Purchaser. 4.2.1.5. (a) a Certification of Nonforeign Status in accordance with Sections 897 and 1445 of the Code and the regulations promulgated thereunder and (b) a written certificate certifying as to Seller's residential status in California under Sections 18805 and 26131 of the California Revenue and Taxation Code (collectively, the "Certifications"), PROVIDED, HOWEVER, that if the Seller fails to deliver the Certifications at the Closing Closing, the Purchaser shall deduct and withhold from the Purchase Price the sum required by law to be so withheld and shall remit such amount to the Internal Revenue Service ("IRS") or concurrently therewith at the California Department of Taxation and Revenue, as the case may be. In the event of such withholding by Purchaser, Seller's obligations hereunder shall not be excused or otherwise affected. In the event of a mutually agreed upon location, all of the certificates, certificates of title, Contracts, customer lists, supplier lists, Equipment Leases, Real Estate Leases, all correspondence, files, plans and other documents and instruments, books, Records, and data belonging to claim by Seller or Holdings which are part of the Assets; and simultaneously with such deliveryfor over-withholding, Seller shall take all steps be limited to action solely against the IRS or the California Department of Taxation and Revenue, as the case may be reasonably required be, for a refund, and Seller hereby waives any right to put action against Purchaser in control on account of Holdings and to put Holdings in actual possession and operating control of the Assetssuch withholding. (b) 4.2.2. Purchaser shall deliver to Seller the following: 4.2.2.1. cash, in an amount equal to the Purchase Price, by wire transfer of immediately available funds as provided in Section 3.1 above; 4.2.2.2. such instruments as are described in Section 4.2.1.1 as shall require the execution and delivery thereof by Purchaser; 4.2.2.3. a certificate of an authorized officer of Purchaser, dated the Closing Date, certifying that (i) Purchaser has performed or complied with all agreements and conditions required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date and (ii) the representations and warranties of Purchaser contained in Section 7 of this Agreement are true and correct in all material respects on the Closing Date with the same effect as though made on the Closing Date, except for any such representation or warranty that was expressly made as of a specific date or time; and 4.2.2.4. an incumbency certificate of the Secretary of Purchaser, including specimen signatures, together with a certificate of the Secretary of Purchaser dated the Closing Date, certifying that all actions required pursuant to Seller, 's certificate of incorporation and by-laws have been duly and timely taken in the case order to authorize and empower Seller to enter into this Agreement and to perform in accordance with its terms. 4.2.2.5. an opinion of (i) the Vice President and Associate General Counsel of Purchaser, in the form attached as Exhibit 4.2C and otherwise in form and substance satisfactory to LP, the following: (i) the wire transfer of the Purchase Price (adjusted in accordance with Sections 1.5, 1.6, 1.7, Seller and 7.2); and (ii) a fully executed assignment of ContractsXxxxxx, assignment of leases of Leased PropertiesXxxxx & Xxxxx, in the form attached as Exhibit 4.2D and assignment of Equipment Leases otherwise in a form consistent with the provisions of this Agreement and reasonably substance satisfactory to the parties heretoSeller. (c) At or prior to the Closing, the parties hereto also shall deliver to each other the agreements, opinions, certificates and other documents and instruments referred to in Article V.

Items to be Delivered at Closing. In connection with At the Closing and subject to the terms and conditions contained in this Agreementherein contained: (a) Seller Sellers shall deliver to Purchaser Buyer the following: (i) at the Closing, stock original share certificates representing all the LINCOLN Shares, fully paid and non-assessable and subject to no liens, security interest, pledges; encumbrances, charges, restrictions, demands or claims in any other party whatsoever, except as set forth in the legend on some of the Stock of Holdingscertificate(s), together with properly executed stock transfer powers in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; copies of fully executed instruments of conveyance evidencing that all of the Assets have been transferred and conveyed to Holdingswhich legend shall provide substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED AND MAY NOT BE OFFERED, including but not limited to bills of sale with covenants of warranty of title in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; assignments in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; warranty deeds SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF FOR A PERIOD OF ONE YEAR FROM THE ISSUANCE THEREOF EXCEPT (or special warranty deeds if Seller acquired such property pursuant to a special warranty deedi) in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; and other good and sufficient instruments and documents of conveyance and transfer, in forms reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to evidence the transfer and assignment to Holdings of all of Seller's right, title and interest in and to the Assets; and PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS OR (ii) at the Closing UPON THE EXPRESS WRITTEN AGREEMENT OF THE COMPANY AND COMPLIANCE, TO THE EXTENT APPLICABLE, WITH RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES) executed or concurrently therewith at accompanied by a mutually agreed upon location, all of the certificates, certificates of title, Contracts, customer lists, supplier lists, Equipment Leases, Real Estate Leases, all correspondence, files, plans and other documents and instruments, books, Records, and data belonging to Seller or Holdings which are part of the Assets; and simultaneously with such delivery, Seller shall take all steps as may be reasonably required to put Purchaser in control of Holdings and to put Holdings in actual possession and operating control of the Assets. (b) Purchaser shall deliver to Seller, and in the case of (i) to LP, the following: (i) the wire stock power for valid transfer of the Purchase Price (adjusted in accordance with Sections 1.5, 1.6, 1.7, and 7.2); andshares to the Buyer or its assigns. (ii) a fully executed assignment resolution of Contractsthe Board of Directors of LINCOLN, assignment a legal opinion of leases of Leased Properties, and assignment of Equipment Leases in a form consistent with the provisions of this Agreement and reasonably satisfactory counsel to the parties hereto.Sellers, resignations of each of the officers and directors and such additional documents, instruments or agreements as the Buyer shal1 reasonably require; (cb) At or prior to the Closing, the parties hereto also Buyer shall deliver to each other Sellers the agreements, opinions, certificates and other documents and instruments referred Purchase Price in cash in immediately available funds to in Article V.the bank accounts designated by Sellers to Buyer,

Items to be Delivered at Closing. In connection with At the Closing and subject to the terms and conditions contained in this Agreement:, (a) Seller the Sellers shall deliver to Purchaser the following: (i) at the Closing, stock certificates representing all of the Stock of Holdings, together with properly executed stock transfer powers in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; copies of fully executed instruments of conveyance evidencing that all of the Assets have been transferred and conveyed to Holdings, including but not limited to bills of sale with covenants of warranty of title and assignments of contracts in a form consistent with the provisions of this Agreement and reasonably satisfactory reasonable acceptable to the parties hereto; assignments in a form consistent parties, stock certificates representing the Vehicle Sub Stock, together with the provisions of this Agreement and reasonably satisfactory to the parties hereto; warranty deeds (or special warranty deeds if Seller acquired such property pursuant to a special warranty deed) in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; executed stock powers, and other good and sufficient instruments and documents of conveyance and transfer, in forms a form reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to evidence the transfer and assignment assign to Holdings of and vest in Purchaser all of Seller's the Sellers' right, title and interest in and to the Assets; and; (ii) at the Closing or concurrently therewith at a mutually agreed upon location, all of the certificates, certificates of title, Contracts, customer lists, supplier lists, Equipment Leases, Real Estate LeasesLeases assumed by Purchaser, all correspondence, files, plans and other documents and instruments, books, Records, and data belonging to Seller or Holdings the Sellers which are part of the Assets; (iii) a Closing and Secretary's Certificate from each of the Sellers, dated as of the Closing Date, certifying, among other items, that all representations and warranties of the Sellers and the Seller Shareholders contained in this Agreement or in any Schedule, certificate or document delivered by the Sellers to Purchaser pursuant to the provisions of this Agreement are true on the Closing Date and that the applicable Seller has performed and complied in all material respects with all of its obligations under this Agreement to be performed or complied with by it prior to or at the Closing and certifying that the Sellers and the Seller Shareholders have obtained all consents and approvals required with respect to the Sellers or the Business except as otherwise set forth on a Schedule hereto; (iv) a certificate of existence issued by the Secretary of State of the State of Texas, and a certificate of good standing issued by the Comptroller of Public Accounts of the State of Texas, as of a date not more than ten calendar days prior to the Closing Date; (v) Employment Agreements, Non-Competition Agreements and Mutual Agreements to Arbitrate Claims in substantially the form attached hereto as EXHIBIT C executed by each of the Selling Shareholders (the "EMPLOYMENT, NON-COMPETITION AND ARBITRATION AGREEMENT"); and and (vi) the Escrow Agreement; and (vii) a Form P-4 executed by the applicable Sellers showing a change in the operator of each of the Assets that is a salt water disposal well; simultaneously with such delivery, Seller the Sellers shall take all steps as may be reasonably required to put Purchaser in control of Holdings and to put Holdings in actual possession and operating control of the Assets. (b) Purchaser shall deliver (and DPS shall cause Purchaser to Seller, and in the case of (ideliver) to LP, the Sellers the following: (i) the wire transfer of the Purchase Price (adjusted Cash less adjustments, if any, in accordance with Sections 1.5, 1.6, 1.7, Section 1.3 and 7.2); andless the amount delivered into escrow; (ii) the Escrow Agreement; (iii) the Non-Competition Payment (defined below); (iv) a fully executed assignment copy of Contracts, assignment of leases of Leased Properties, and assignment of Equipment Leases in a form consistent with the provisions of this Agreement and reasonably satisfactory letter addressed to the parties hereto. (c) At or prior DPS transfer agent providing for the issuance of the Shares to the Closing, the parties hereto also shall deliver to each other the agreements, opinions, certificates and other documents and instruments referred to in Article V.Sellers; and

Items to be Delivered at Closing. In connection with At the Closing and subject to the -------------------------------- terms and conditions contained in this Agreementherein contained: (aA) Seller shall deliver to Purchaser the following: (i1) at the Closing, stock certificates representing all of the Stock of Holdings, together with properly executed stock transfer powers in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; copies of fully executed instruments of conveyance evidencing that all of the Assets have been transferred and conveyed to Holdings, including but not limited to such bills of sale with covenants of warranty of title in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; assignments in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; warranty deeds (or special warranty deeds if Seller acquired such property pursuant to a special warranty deed) in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; warranty, assignments, endorsements and other good and sufficient instruments and documents of conveyance and transfer, in forms form reasonably satisfactory to Purchaser and its counsel, as shall be reasonably necessary and effective to evidence the transfer and assignment to Holdings of assign to, and vest in Purchaser all of Seller's right, title and interest in and to, the Purchased Assets, including without limitation, (A) title in and to all of the AssetsPurchased Assets owned by Seller, (B) leasehold interest in and to all of the Leased Assets and the Leased Real Property, and (C) all of Seller's rights under all Assumed Contracts; and (ii2) at the Closing or concurrently therewith at a mutually agreed upon location, all All of the certificatesagreements, certificates contracts, commitments, leases, plans, bids, quotations, proposals, instruments, computer programs and software, data bases (whether in the form of titlecomputer tapes or otherwise), Contractsrelated object and source codes, manuals and guidebooks, price books and price lists, customer and subscriber lists, supplier lists, Equipment Leases, Real Estate Leases, all correspondencesales records, files, plans correspondence and other documents and instrumentsdocuments, books, Recordsrecords, papers, files, office supplies and data belonging to Seller or Holdings which are part of the Purchased Assets; and simultaneously with such delivery, Seller shall take all such reasonable steps will be taken as may be reasonably required to put place Purchaser in control of Holdings and to put Holdings in actual physical possession and operating control of the Purchased Assets. (bB) Purchaser shall deliver to Seller, and in the case of (i) to LP, Seller the following: (i1) the wire transfer of the remaining Purchase Price (adjusted in accordance with Sections 1.5, 1.6, 1.7, and 7.2)Price; and (ii2) a fully executed assignment of Contracts, assignment of leases of Leased Properties, and assignment of Equipment Leases an undertaking in a form consistent with the provisions of this Agreement and reasonably satisfactory to Seller and its counsel pursuant to which Purchaser will assume and agree to pay, discharge or perform, as appropriate, the parties heretoAssumed Obligations. (cC) At or prior to the Closing, Each of the parties hereto also shall deliver to each other the agreements, opinions, certificates and other documents and instruments referred to in the applicable sections of Article V.7 hereof.

Items to be Delivered at Closing. In connection with At the Closing and subject to the terms and conditions contained in this Agreementherein contained: (a) Seller shall will deliver or otherwise make available to Purchaser the following: (i) at the Closing, stock certificates representing all of the Stock of Holdings, together with properly executed stock transfer powers in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; copies of fully executed instruments of conveyance evidencing that all of the Assets have been transferred and conveyed to Holdings, including but not limited to bills xxxx of sale with covenants in the form of warranty of title in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; assignments in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; warranty deeds (or special warranty deeds if Seller acquired such property pursuant to a special warranty deedExhibit 3.2(a)(i) in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; attached hereto and other good and sufficient instruments and documents of conveyance and transfer, in forms form and substance reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to evidence the convey, transfer and assignment to Holdings of assign to, and vest in, Purchaser all of Seller's right, title and interest in and to the Assets; and, including without limitation (A) good, valid and marketable title in and to all of the Assets free and clear of all liens, charges, and encumbrances of every nature, (B) subject to Section 3.3 herein, all of Seller's rights under all agreements, contracts, commitments, leases, plans, bids, quotations, proposals, licenses, permits, authorizations, instruments and other documents being acquired or assumed hereunder, to which Seller is a party or by which it has rights on the Closing Date and (C) transfer of the Backlog at Closing; (ii) a certificate of Seller's Vice President and General Manager, Analog Video Systems dated the Closing Date, certifying that Seller has performed and complied with all agreements and conditions required by this Agreement to be performed and complied with by Seller in all material respects prior to or at the Closing; (iii) [Intentionally Left Blank]; (iv) an incumbency certificate for Seller dated the Closing Date, including specimen signatures of the officers of Seller executing this Agreement and the other certificates and agreements delivered by Seller at the Closing; (v) all agreements, contracts, commitments, leases, plans, bids, quotations and proposals to the extent relating to the manufacture, sale or concurrently therewith at use of Products or the purchase, lease or license of assets relating to the Business as of the Closing Date; all licenses, permits, authorizations, instruments, books of account, computer programs and software and licenses thereto (including without limitation, the ability to resell Seller's "System Manager" software pursuant to a mutually agreed upon locationReseller Agreement in the form attached hereto as Exhibit 3.2(a)(v) and all protocols, interface specifications and other information of the Business which was provided to ETI by Seller in connection with the development and any modifications of the "City Manager Systems" software); all machine readable data files and hard copies relating thereto to the extent used in or relating to the Business as of the Closing Date; and all of the certificatesbooks, certificates of titlerecords, Contracts(including without limitation, customer lists, supplier lists, Equipment Leases, Real Estate Leasesvendor and customer files), all correspondencecopies of details on sales and purchases general ledgers detail, sales registers and journals and associated data and purchase registers and journals and associated data, manuals and related documents which are used primarily in the Business, except for the litigation files, affirmative action plans and employee records of Seller, other documents and instruments, books, Records, and data belonging to Seller or Holdings which are part than the employee records of the Assetsemployees of the Business intended to be hired by Purchaser, if any; and simultaneously with such delivery, Seller shall take all such steps will be taken as may be reasonably required to put the Purchaser in control of Holdings and to put Holdings in actual possession and operating control of the Assets. (b) ; provided, however, that during the term of the Supply Agreement, Purchaser shall deliver keep such Assets at Seller's premises in Atlanta, Georgia, Tempe, Arizona or Juarez, Mexico as are necessary to enable Seller to fulfill its obligations under the Supply Agreement. As to the foregoing where available, Seller will make available the original executed documentation to Purchaser where the same relates to the Assets or obligations assumed by Purchaser hereunder and in connection with those items set forth above where materials are being provided to Purchaser solely as reference materials, such as certain correspondence of Seller, and in the case photocopies instead of (i) to LP, the following: (i) the wire transfer of the Purchase Price (adjusted in accordance with Sections 1.5, 1.6, 1.7, and 7.2); and (ii) a fully executed assignment of Contracts, assignment of leases of Leased Properties, and assignment of Equipment Leases in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties heretooriginals will be made available. (c) At or prior to the Closing, the parties hereto also shall deliver to each other the agreements, opinions, certificates and other documents and instruments referred to in Article V.

Items to be Delivered at Closing. In connection with At the Closing and subject to the -------------------------------- terms and conditions contained in this Agreementherein contained: (a) Seller Sellers shall deliver to Purchaser all instruments and documents necessary to carry out the following: (i) at the Closing, stock certificates representing all terms and provisions of the Stock of HoldingsAgreement including, together with properly executed stock transfer powers in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; copies of fully executed instruments of conveyance evidencing that all of the Assets have been transferred and conveyed to Holdings, including but not limited to bills of sale with covenants of warranty of title in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; assignments in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; warranty deeds (or special warranty deeds if Seller acquired such property pursuant to a special warranty deed) in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; and other good and sufficient instruments and documents of conveyance and transfer, in forms reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to evidence the transfer and assignment to Holdings of all of Seller's right, title and interest in and to the Assets; and (ii) at the Closing or concurrently therewith at a mutually agreed upon location, all of the certificates, certificates of title, Contracts, customer lists, supplier lists, Equipment Leases, Real Estate Leases, all correspondence, files, plans and other documents and instruments, books, Records, and data belonging to Seller or Holdings which are part of the Assets; and simultaneously with such delivery, Seller shall take all steps as may be reasonably required to put Purchaser in control of Holdings and to put Holdings in actual possession and operating control of the Assets. (b) Purchaser shall deliver to Seller, and in the case of (i) to LPto, the following: (i) the wire certificate or certificates evidencing the Company Shares being sold by Sellers to Purchaser, duly endorsed in blank or accompanied by a stock power or powers executed in blank, with all signatures guaranteed by a domestic commercial bank or trust company satisfactory to Purchaser and with all necessary transfer of the Purchase Price (adjusted in accordance with Sections 1.5tax and revenue stamps, 1.6acquired at Seller's expense, 1.7, affixed and 7.2); andcanceled; (ii) the closing certificate described in Section 6.1.3; (iii) certificates from appropriate state officials, dated not earlier than ten (10) days prior to the Closing Date, reflecting that the Company is in existence and good standing under the laws of the jurisdiction of its incorporation and qualified to do business and in good standing under the laws of any other jurisdiction in which the nature of its business or the ownership of its property makes qualification necessary; (iv) the written resignation, effective the Closing Date, of all of the officers and directors of the Company; (v) documentation reflecting that all Taxes, as defined in Section 3.1.6, that are due and owing as of the Closing Date have been paid; (vi) the executed shareholder agreements described in Section 6.1.7; (vii) a fully executed assignment of Contracts, assignment of leases of Leased Properties, and assignment of Equipment Leases in a form consistent with Title Policy issued through the provisions of this Agreement and reasonably Title Company by an insurer satisfactory to Purchaser, in an amount equal to the parties heretoappraised value of the Real Property, insuring the Company's title to the Real Property subject only to the Permitted Exceptions (defined in Section 5.3). and simultaneously with such delivery, all such steps will be taken as may be required to put Purchaser in actual possession and operating control of the Company. (cb) At or prior Purchaser shall, in accordance with Section 1.2.5, deliver to (i) Sellers, the Seller Closing Payment, (ii) to the ClosingEscrow Agent, the parties hereto also shall deliver Escrow Closing Payment, and (iii) the titles to each other the agreementsVehicles, opinions, certificates free and other documents clear of all liens and instruments referred to in Article V.encumbrances.

Items to be Delivered at Closing. In connection with At the Closing and subject to the terms and conditions contained in this Agreementherein contained: (a) Seller and KFM shall deliver to Purchaser the following: (i) at the Closing, stock certificates representing all of the Stock of Holdings, together with properly executed stock transfer powers in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; copies of fully executed instruments of conveyance evidencing that all of the Assets have been transferred and conveyed to Holdings, including but not limited to such bills of sale with covenants of warranty of title in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; assignments in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; warranty warranty, assignments, endorsements, deeds (including a warranty deed from Seller and a quitclaim deed from CNF Industries, Inc. ("CNF") or special a warranty deeds if deed from Seller acquired such property pursuant in which CNF joins with quitclaim covenants only as to a special warranty deed) in a form consistent with the provisions CNF), conveyance tax forms, assignment of this Agreement Ground Lease and reasonably satisfactory to the parties hereto; Project Development Agreement, and other good and sufficient instruments and documents of conveyance and transfer, in forms reasonably form satisfactory to Purchaser and its Seller and their respective counsel, as shall be necessary and effective to evidence the transfer and assignment to Holdings of all of Seller's right, title and interest in and to the Assets; and (ii) at the Closing or concurrently therewith at a mutually agreed upon locationpayment of Seller's Funds, all of to the extent not applied to the Mortgage Debt, and the Payment Notice as to any Trustee Funds not so applied, and (iii) appropriate incumbency certificates, corporate resolutions, certificates of good standing or legal existence, title affidavits concerning parties in possession and mechanics liens (or lien waivers) to allow title coverage without exception therefor, such releases as are required to deliver clear title, Contractscertificate of occupancy, customer lists, supplier lists, Equipment Leases, Real Estate Leases, all correspondence, files, plans original copies of the Ground Lease and other documents and instruments, books, Recordsthe Project Development Agreement, and data belonging to Seller or Holdings which are part of the Assets; all required consents and releases, and simultaneously with such delivery, Seller shall take all such steps will be taken as may be reasonably required to put Purchaser in control of Holdings and to put Holdings in actual possession and operating control of the Purchased Assets. (b) Purchaser shall deliver to Seller, and in the case of (i) to LP, the following: (i) to KFM, $250,000; (ii) to CIGNA, the wire transfer Mortgage Debt; and (iii) to Seller, the balance of the Purchase Price (adjusted in accordance with Sections 1.5, 1.6, 1.7, not delivered to KFM and 7.2)CIGNA; and (iiiv) a fully executed assignment of Contractsan undertaking whereby Purchaser will assume and agree to pay, assignment of leases of Leased Propertiesdischarge or perform, as appropriate, Seller's liabilities and assignment of Equipment Leases obligations to the extent and as provided in a Section 1.3(b) hereof, in form consistent with the provisions of this Agreement and reasonably satisfactory to the parties heretoSeller and its counsel. (c) At or prior to the Closing, the parties hereto shall also shall deliver to each other the agreements, consents, approvals, assignments, opinions, certificates and other documents and instruments referred to in Article V.IV hereof.

Items to be Delivered at Closing. In connection with At the Closing and subject to the terms and conditions contained in this Agreementherein contained: (a) Seller shall deliver to Purchaser the Buying Parties the following: (i) at the Closing, stock certificates representing all of the Stock of Holdings, together with properly executed stock transfer powers in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; copies of fully executed instruments of conveyance evidencing that all of the Assets have been transferred and conveyed to Holdings, including but not limited to such bills of sale with covenants of warranty of title in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; assignments in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; warranty deeds (or special warranty deeds if Seller acquired such property pursuant to a special warranty deed) in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; warranty, assignments, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in forms form reasonably satisfactory to Purchaser the Buying Parties and its their counsel, as shall be necessary and effective to evidence the transfer and assignment assign to Holdings of and vest in the Buying Parties all of Seller's right, title and interest in and to the Assets, including without limitation, (A) good and valid title in and to all of the Assets owned by Seller, (B) good and valid leasehold interests in and to all of the Assets leased by Seller as lessee, and (C) all of Seller's rights under all agreements, contracts, commitments, instruments and other documents included in the Assets to which Seller is a party or by which it has rights on the Closing Date; (ii) original instruments of consent or waiver duly executed by third parties with respect to any contracts, agreements, leases or other rights or obligations being transferred to the Buying Parties hereunder and requiring a consent or waiver therefore; (iii) a duly executed copy of a Security Agreement (the "Security Agreement") granting the Seller a security interest in the real property leasehold interests and the names "Volusia Dentalcare" and "Volusia Dental Centers" transferred to Coast pursuant to this Agreement and the patient lists and records transferred to Diasti pursuant to this Agreement in a form to be agreed to by the parties for the purpose of assuring that the Seller may immediately reenter and assume the Practice upon the occurrence of an Event of Default by Buying Parties as defined in Section 7.1 hereof; and (iv) such other certificates and documents as the Buying Parties or their counsel may reasonably request. (b) Shawx xxxll deliver to the Buying Parties the following: (i) a duly executed copy of an Employment Agreement and Covenant Not to Compete (the "Employment Agreement), in the form annexed hereto as EXHIBIT F which by virtue of the substantial goodwill associated with the employment of Shawx will contain a liquidated damages provision in the amount of Five Hundred Thousand and no/100 Dollars ($500,000.00) if Shawx xxxves the employ of Diasti without cause or is discharged for cause; (ii) at a duly executed copy of a Lease Agreement (the Closing "Lease Agreement), in the form annexed hereto as EXHIBIT G; and (iii) such other certificates and documents as the Buying Parties or concurrently therewith at a mutually agreed upon location, all their counsel may reasonably request. Simultaneously with delivery of the certificates, certificates items set forth in subsections (a) and (b) of title, Contracts, customer lists, supplier lists, Equipment Leases, Real Estate Leases, all correspondence, files, plans and other documents and instruments, books, Records, and data belonging to Seller or Holdings which are part of the Assets; and simultaneously with such deliverythis Section 2.2, Seller shall take all such steps as may be reasonably required to put Purchaser in control of Holdings and to put Holdings the Buying Parties in actual possession and operating control of the Assets. (bc) Purchaser The Buying Parties shall deliver to Seller, and in the case of (i) to LP, Seller the following: (i) the wire transfer portion of the Purchase Price due at Closing; (adjusted in accordance with Sections 1.5, 1.6, 1.7, and 7.2)ii) the Coast Note; (iii) the Diasti Note; (iv) a duly executed copy of the Security Agreement; and (v) such other certificates and documents as Seller or its counsel may reasonably request. (d) The Buying Parties shall deliver to Shawx xxx following: (i) the Shawx Xxxes; (ii) a fully duly executed assignment copy of Contracts, assignment of leases of Leased Properties, and assignment of Equipment Leases in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto.Employment Agreement; (ciii) At or prior to a duly executed copy of the Closing, the parties hereto also shall deliver to each Lease Agreement; and (iv) such other the agreements, opinions, certificates and other documents and instruments referred to in Article V.as Shawx or his counsel may reasonably request.

Items to be Delivered at Closing. In connection with At the Closing and subject to the terms and conditions contained in this Agreement:, (a) Seller shall deliver to Purchaser the following: (i) at the Closing, stock certificates representing all of the Stock of Holdings, together with properly executed stock transfer powers in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; copies of fully executed instruments of conveyance evidencing that all of the Assets have been transferred and conveyed to Holdings, including but not limited to bills of sale with covenants of warranty of title in a form consistent title, assignments, stock certificates representing the Sub Stock, together with the provisions of this Agreement and reasonably satisfactory to the parties hereto; assignments in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; executed stock powers, warranty deeds (or special warranty deeds if Seller acquired such property pursuant to a special warranty deed) in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; deeds, and other good and sufficient instruments and documents of conveyance and transfer, in forms form reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to evidence the transfer and assignment assign to Holdings of and vest in Purchaser all of Seller's right, title and interest in and to the Assets; and; (ii) at the Closing or concurrently therewith at a mutually agreed upon location, all of the certificates, certificates of title, Contracts, customer lists, supplier lists, Vehicle Operating Leases, Equipment Leases, Accounts Receivable, Real Estate LeasesLeases assumed by Purchaser, all correspondence, files, plans and other documents and instruments, books, Records, and data belonging to Seller or Holdings which are part of the Assets; (iii) a Closing Certificate from Seller and Seller Stockholder, dated January 20, 1997, certifying that all representations and warranties of Seller and Seller Stockholder contained in this Agreement or in any Schedule, certificate or document delivered by Seller or Seller Stockholder to Purchaser pursuant to the provisions of this Agreement are true on the Closing Date and that Seller and Seller Stockholder have performed and complied in all material respects with all of their obligations under this Agreement to be performed or complied with by them prior to or at the Closing and certifying that Seller and Seller Stockholder have obtained all consents and approvals required with respect to either of them or the Business except as otherwise set forth on a Schedule hereto; (iv) a written opinion of Xxxxx XxXxxxxxx & Oaks Xxxxxxxx, Austin, Texas, outside counsel for Seller, dated January 20, 1997, reasonably satisfactory to Purchaser; (v) certificates issued by the Secretary of State of the State of Texas and by the Secretary of State of Delaware, as appropriate, evidencing the existence of Seller and Seller Stockholder, as of a date not more than five calendar days prior to January 20, 1997 and a certificate issued by the Texas Comptroller of Public Accounts evidencing that all applicable state franchise taxes have been paid by Seller; and simultaneously with such delivery, Seller shall take all steps as may be reasonably required to put Purchaser in control of Holdings and to put Holdings in actual possession and operating control of the Assets. (b) Purchaser shall deliver to Seller, and in the case of (i) to LP, Seller the following: (i) the wire transfer of the Purchase Price (adjusted less adjustments, if any, in accordance with Sections 1.5, 1.6, 1.7, and 7.2Section 1.3(a); and; (ii) a fully executed assignment Assignment of Contracts; (iii) a written opinion of Jenkens & Xxxxxxxxx, assignment of leases of Leased PropertiesA Professional Corporation, and assignment of Equipment Leases in a form consistent with the provisions of this Agreement and counsel for Purchaser, dated January 20, 1997, reasonably satisfactory to the parties heretoSeller. (c) At or prior to the Closing, the parties hereto also shall deliver to each other the agreements, opinions, certificates and other documents and instruments referred to in Article V.

Items to be Delivered at Closing. In connection with At the Closing and subject to the terms and conditions contained in this Agreementherein contained: (a) Seller shall deliver to Purchaser Buyer the following: (i) at the Closing, stock certificates representing all of the Stock of Holdings, together with properly executed stock transfer powers in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; copies of fully executed instruments of conveyance evidencing that all of the Assets have been transferred and conveyed to Holdings, including but not limited to such bills of sale with covenants of warranty of title in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; assignments in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; warranty deeds (or special warranty deeds if Seller acquired such property pursuant to a special warranty deed) in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; sale, assignments, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in forms form reasonably satisfactory to Purchaser counsel to Buyer and its counselSeller, as shall be necessary and effective to evidence the transfer and assignment to Holdings of assign to, and vest in, Buyer all of Seller's right, title and interest in and to the Acquired Assets, including without limitation, (A) good and valid title in and to all of the Acquired Assets, (B) good and valid leasehold interests in and to all of the Acquired Assets leased by Seller as lessee, and (C) all of Seller's rights under all agreements, contracts, commitments, leases, plans, bids, quotations, proposals, instruments and other documents included in the Acquired Assets to which Seller is a party or by which it has rights on the Closing Date; and (ii) at the Closing or concurrently therewith at a mutually agreed upon location, all of the certificatesagreements, certificates contracts, commitments, leases, plans, bids, quotations, proposals, instruments, computer programs and software, data bases whether in the form of titlecomputer tapes or otherwise, Contractsrelated object and source codes, manuals and guidebooks, price books and price lists, customer and subscriber lists, supplier lists, Equipment Leases, Real Estate Leases, all correspondencesales records, files, plans correspondences, legal opinions, rulings issued by governmental entities, and other documents and instrumentsdocuments, books, Recordsrecords, papers, files, office supplies and data belonging to Seller or Holdings the Division which are part of the Acquired Assets; and simultaneously with such delivery, Seller shall take all steps as may be reasonably required to put Purchaser in control of Holdings and to put Holdings in actual possession and operating control of the Assets.; (b) Purchaser Buyer shall deliver to Seller, and in the case of (i) to LP, Seller the following: (i) the wire transfer of the Base Purchase Price (adjusted in accordance with Sections 1.5, 1.6, 1.7, and 7.2)Section 2.6 hereof; and (ii) a fully executed assignment of Contractsan undertaking whereby Buyer will assume and agree to pay, assignment of leases of Leased Propertiesdischarge or perform, and assignment of Equipment Leases in a form consistent with as appropriate, the provisions of this Agreement and reasonably satisfactory to the parties heretoAssumed Liabilities. (c) At or prior to the Closing, the parties hereto shall also shall deliver to each other the agreements, opinions, certificates and other documents and instruments referred to in Article V.6 hereof. (d) At the Closing, Buyer and each of EFTC, CTLLC, CT, Airhub and CTI shall execute and deliver the Noncompetition Agreement.

Items to be Delivered at Closing. In connection with At the Closing and subject to the terms and conditions contained in this Agreementherein contained: (a) Seller shall deliver to Purchaser the following: (i) at the Closing, stock certificates representing all of the Stock of Holdings, together with properly executed stock transfer powers in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; copies of fully executed instruments of conveyance evidencing that all of the Assets have been transferred and conveyed to Holdings, including but not limited to Buyer such bills of sale with covenants of warranty of title in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; assignments in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; warranty deeds (warranty, assignments, endorsements or special warranty deeds if Seller acquired such property pursuant to a special warranty deed) in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; and other good and sufficient instruments and documents of conveyance and transfer, in forms reasonably form and substance satisfactory to Purchaser Buyer and its counsel, as shall be necessary and effective to evidence the transfer and assignment assign to Holdings of and vest in Buyer all of Seller's right, title and interest in and to the Assets; and (ii) at the Closing or concurrently therewith at a mutually agreed upon locationAcquired Assets and Business, all of the certificates, certificates of title, Contracts, customer lists, supplier lists, Equipment Leases, Real Estate Leases, all correspondence, files, plans and other documents and instruments, books, Records, and data belonging to Seller or Holdings which are part of the Assets; and simultaneously with such delivery, Seller shall take all steps as may be reasonably required to put Purchaser in control of Holdings and to put Holdings in actual possession and operating control of the Assets. (b) Purchaser shall deliver to Seller, and in the case of (i) to LP, the followingincluding without limitation: (i) good and valid title in and to all the wire transfer Acquired Assets owned by Seller; (ii) all vehicle titles; (iii) good and valid leasehold interest in and to the personal property leased by Seller as lessee and acquired hereunder; (iv) to the extent assumed by Buyer, all of Seller's rights under all agreements, contracts, commitments, leases, plans, bids, quotations, proposals, instruments and other documents to which a Seller is a party or by which it has rights at the Effective Date; (v) a mutually satisfactory, and executed, lease for the Property (the "Burlington Lease"); (vi) A non-competition agreement executed by Seller; (vii) A non-competition agreement executed by Gibraltar Packaging Group, Inc. ("Gibraltar"); (viii) A Guaranty Agreement executed by Gibraltar. Simultaneously with such delivery, all such steps will be taken as may be required to place Buyer in actual possession and control of the Acquired Assets; (b) Buyer shall deliver to the Escrow Agent Fifty Thousand Dollars ($50,000.00) in cash or certified funds as required under the Escrow Agreement; (c) Buyer shall deliver the balance of the Final Purchase Price (adjusted to Seller in accordance with Sections 1.5, 1.6, 1.7, and 7.2)cash or certified funds; and (ii) a fully executed assignment of Contracts, assignment of leases of Leased Properties, and assignment of Equipment Leases in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto. (cd) At or prior to the Closing, the parties hereto also shall deliver to each other the agreements, opinions, certificates and other documents and instruments referred to in Article V.Articles VII and VIII hereof.

Items to be Delivered at Closing. In connection with At the Closing and subject to the terms and conditions contained in this Agreementherein contained: (a) The Seller and Cephalon, as applicable, shall deliver to Purchaser the followingPurchaser: (i) at the Closing, stock certificates representing all of the Stock of Holdings, together with properly executed stock transfer powers in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; copies of fully executed instruments of conveyance evidencing that all of the Assets have been transferred and conveyed to Holdings, including but not limited to such bills of sale with covenants of warranty of title in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; assignments in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; warranty deeds (or special warranty deeds if Seller acquired such property pursuant to a special warranty deed) in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; sale, assignments, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in forms reasonably satisfactory to Purchaser and its counsel, transfer as shall be necessary and effective or appropriate to evidence the transfer and assignment assign to Holdings of the Purchaser all of the Seller's and Cephalon's right, title and interest in and to the AssetsPurchased Assets in form reasonably satisfactory to the Purchaser and its counsel; (ii) an assignment of the Facilities Leases; (iii) an assignment of the Equipment Leases to the extent provided in SECTION 1.1(A)(III); (iv) certificates of good standing of the Seller from the Maryland Department of Assessments and Taxation and of the Seller and Cephalon from the Delaware Secretary of State, in each case dated not more than 30 days prior to the Closing; (v) an affidavit of the Seller certifying, under penalties of perjury, that the Seller is not a "foreign person" within the meaning of section 1445 of the Internal Revenue Code of 1986, as amended (the "CODE"); (vi) certificates of the President of each of the Seller and Cephalon and the Chief Financial Officer of Cephalon certifying the matters set forth in SECTION 5.1(A) hereof; (vii) a legal opinion of the Seller's and Cephalon's counsel regarding the matters set forth in SCHEDULE 2.2(A)(VII), in form and substance reasonably satisfactory to the Purchaser; and (iiviii) at the Closing or concurrently therewith at a mutually agreed upon location, all of the such other certificates, certificates of title, Contracts, customer lists, supplier lists, Equipment Leases, Real Estate Leases, all correspondence, files, plans instruments and other documents and instruments, books, Records, and data belonging to Seller or Holdings which as are part of the Assets; and simultaneously with such delivery, Seller shall take all steps as may be reasonably required to put be delivered pursuant to this Agreement or as the Purchaser in control of Holdings and to put Holdings in actual possession and operating control of the Assetsmay reasonably require. (b) The Purchaser shall deliver to Seller, and in the case of (i) to LP, Seller the following: (i) the wire transfer of the Purchase Price (as adjusted in accordance with Sections 1.5SECTION 1.3 hereof; (ii) an undertaking whereby the Purchaser will assume and agree to pay, 1.6discharge or perform, 1.7as appropriate, the Seller's liabilities and 7.2obligations to the extent and as provided in SECTION 1.4 hereof in form reasonably satisfactory to the Seller and its counsel; (iii) an assumption of the Facilities Leases; (iv) an assumption of the Equipment Leases to the extent provided in SECTION 1.1(C)(III); (v) a certificate of the President and the Chief Financial Officer of the Purchaser certifying the matters set forth in SECTION 5.2(A) hereof; and (iivi) a fully executed assignment of Contractssuch other certificates, assignment of leases of Leased Properties, instruments and assignment of Equipment Leases in a form consistent with the provisions of documents as are required to be delivered pursuant to this Agreement and or as the Seller may reasonably satisfactory to the parties heretorequire. (c) At or prior to the Closing, the parties hereto shall also shall deliver to each other the agreements, opinions, certificates and other documents and instruments referred to in Article V.ARTICLE 5 hereof.