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

Items to be Delivered at Closing. At the Closing and subject to the terms and conditions herein contained: (a) Seller shall deliver to Purchaser the following: (i) a duly executed Lease Assignment and Assumption Agreement (approved in writing by the owner of the Plant), Bill of Sale and Assignment and Assumption Agreement in sxxxxantially the forms attached hereto as EXHIBITS A-1, A-2, and A-3 respectively; (ii) actual possesxxxx xxx operating control of all of the Purchased Assets; (iii) a Commercial Services Agreement in substantially the form of EXHIBIT B hereto (the "SERVICES AGREEMENT") duly executed by Seller; (iv) a Supply Agreement in substantially the form of EXHIBIT C hereto (the "SUPPLY AGREEMENT") duly executed by Seller; (v) a Quality Agreement in substantially the form of EXHIBIT D hereto (the "QUALITY AGREEMENT") duly executed by Seller; (vi) a Sublease Agreement in substantially the form of EXHIBIT E hereto (the "SUBLEASE AGREEMENT") duly executed by Seller; and (vii) a Transition Services Agreement in substantially the form of EXHIBIT F hereto (the "TRANSITION AGREEMENT") duly executed by Seller. The parties acknowledge that the terms of the Quality Agreement, Sublease Agreement and Transition Agreement have not been fully negotiated and remain subject to reasonable and customary changes prior to Closing. (b) Purchaser shall deliver to Seller the following: (i) the Cash Payment in accordance with Section 1.3.1(a) hereof; (ii) a duly executed Services Agreement; (iii) a duly executed Supply Agreement and Quality Agreement; (iv) a duly executed Assignment and Assumption Agreement and Lease Assignment and Assumption Agreement; (v) a duly executed Sublease Agreement; (vi) a duly executed Transition Agreement; and (vii) updated SCHEDULES 1.1.2(a) and 3.1.18. (c) At or prior to the Closing, the parties hereto shall also deliver to each other the agreements, opinions, certificates and other documents and instruments referred to in Article V hereof.

Items to be Delivered at Closing. 10.1 Items to be Delivered by the Sellers. At the Closing and subject Closing, the Sellers shall deliver to the terms and conditions herein containedBuyer the Assets, including by taking the following actions: (a) Deliver to the Buyer an officer’s certificate on behalf of each Seller shall in a form reasonably satisfactory to the Buyer as to: (i) resolutions (or other instruments as applicable) embodying all corporate or limited liability company actions taken by and on behalf of such Seller, as appropriate, to authorize the execution, delivery and performance of this Agreement and the Other Agreements by such Seller; and (ii) the incumbency of each officer signing this Agreement, the Other Agreements or any other agreement, document or instrument executed in connection with this Agreement or the transactions contemplated by this Agreement on behalf of such Seller; (b) Deliver to the Buyer a certificate of Seller Parent, dated as of the Closing Date and executed by an authorized representative of Seller Parent, to the effect that each of the conditions specified in Section 8.1 and Section 8.2 are satisfied in all respects; (c) To the extent available under applicable Law, deliver to Purchaser the following:Buyer a certificate of good standing of each Seller dated as of a date within thirty (30) days of the Closing Date and issued by the Secretary of State or other appropriate Governmental Authority of the state in which such Seller was incorporated or formed; (d) Deliver to the Buyer those Orders, consents, approvals, results and clearances set forth on Schedule 8.3 and described in Section 8.3; (e) Deliver to the Buyer one or more bills of sale, substantially in the form of Exhibit G hereto, conveying title to all of such Seller’s Personal Property included in the Assets; (f) Deliver to the Buyer an assignment and assumption agreement in the form of Exhibit H hereto (the “Assignment and Assumption Agreement”), duly executed by the Sellers; (g) Deliver to the Buyer the Escrow Agreement duly executed by Seller Parent; (h) Deliver to the Buyer the Transition Services Agreement duly executed by Seller Parent; (i) a Deliver to the Buyer the Supply Agreement duly executed Lease Assignment and Assumption Agreement (approved in writing by the owner of the Plant), Bill of Sale and Assignment and Assumption Agreement in sxxxxantially the forms attached hereto as EXHIBITS A-1, A-2, and A-3 respectivelySeller Parent; (iij) actual possesxxxx xxx operating control of all of Deliver to the Purchased AssetsBuyer the Product Processing Agreement duly executed by Seller Parent; (iiik) a Commercial Services Agreement in substantially Deliver to the form of EXHIBIT B hereto (Buyer the "SERVICES AGREEMENT") Other Agreements duly executed by each appropriate Seller; (ivl) a Supply Agreement in substantially Deliver to the form of EXHIBIT C hereto (Buyer the "SUPPLY AGREEMENT") Preliminary Statement duly executed by Seller Parent; (m) Deliver to the Buyer assignment documents for each of the patents, trademarks and other Intellectual Property which are part of the Assets, duly executed by each appropriate Seller; (vn) Deliver to the Buyer all such executed documents as may be required to change each FS Tech Entity’s name on that date to another name bearing no similarity to the current FS Tech Entity name as identified on Schedule 1, including but not limited to a Quality Agreement in substantially name change amendment with the form of EXHIBIT D hereto (appropriate state or government office and an appropriate name change notice for each state or country where the "QUALITY AGREEMENT") duly executed by SellerFS Tech Entity is qualified to do business; (vio) a Sublease Deliver to the Buyer any and all documents, instruments and certificates as the Buyer reasonably deems necessary to consummate the transactions contemplated by this Agreement in substantially as the form Buyer reasonably requests (including documents evidencing the release of EXHIBIT E hereto (any guarantor obligations required pursuant to Section 8.7 of this Agreement and the "SUBLEASE AGREEMENT") duly executed by Sellerrelease of Liens required pursuant to Section 8.8 of this Agreement); and (viip) a Transition Services Agreement Deliver to the Buyer such other good and sufficient instruments of transfer as the Buyer reasonably deems necessary and appropriate to vest in substantially the form of EXHIBIT F hereto (Buyer all right, title and interest in, to and under the "TRANSITION AGREEMENT") duly executed by Seller. The parties acknowledge that Assets; and simultaneously with such delivery, the terms Sellers shall take such steps as are required to put the Buyer in actual possession and operating control of the Quality Agreement, Sublease Agreement and Transition Agreement have not been fully negotiated and remain subject to reasonable and customary changes prior to ClosingAssets. (b) Purchaser shall deliver to Seller the following: (i) the Cash Payment in accordance with Section 1.3.1(a) hereof; (ii) a duly executed Services Agreement; (iii) a duly executed Supply Agreement and Quality Agreement; (iv) a duly executed Assignment and Assumption Agreement and Lease Assignment and Assumption Agreement; (v) a duly executed Sublease Agreement; (vi) a duly executed Transition Agreement; and (vii) updated SCHEDULES 1.1.2(a) and 3.1.18. (c) At or prior to the Closing, the parties hereto shall also deliver to each other the agreements, opinions, certificates and other documents and instruments referred to in Article V hereof.

Items to be Delivered at Closing. At the Closing and subject to the terms and conditions herein contained: (a) Seller Transferor shall deliver to Purchaser Acquiror the following: (i) a duly executed Lease bxxx of sale, assignment and assumption agreement substantially in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement (approved in writing by the owner of the PlantAgreement”), Bill of Sale and Assignment and Assumption Agreement in sxxxxantially the forms attached hereto as EXHIBITS A-1, A-2, and A-3 respectively; (ii) actual possesxxxx xxx operating control of all of the Purchased Assets; (iii) a Commercial Services Agreement in substantially the form of EXHIBIT B hereto (the "SERVICES AGREEMENT") duly executed by Seller; (iv) a Supply Agreement in substantially the form of EXHIBIT C hereto (the "SUPPLY AGREEMENT") duly executed by Seller; (v) a Quality Agreement in substantially the form of EXHIBIT D hereto (the "QUALITY AGREEMENT") duly executed by Seller; (vi) a Sublease Agreement in substantially the form of EXHIBIT E hereto (the "SUBLEASE AGREEMENT") duly executed by Seller; and (vii) a Transition Services Agreement in substantially the form of EXHIBIT F hereto (the "TRANSITION AGREEMENT") duly executed by Seller. The parties acknowledge that the terms of the Quality Agreement, Sublease Agreement and Transition Agreement have not been fully negotiated and remain subject to reasonable and customary changes prior to Closing. (b) Purchaser shall deliver to Seller the following: (i) the Cash Payment in accordance with Section 1.3.1(a) hereof; (ii) a duly executed Services Agreementpromissory note and related stock pledge agreement by Lang in a form agreed to between Acquiror and Lang (collectively the “Loan Documents”); (iii) a duly executed Supply Agreement and Quality counterpart of the Escrow Agreement; (iv) a duly executed Assignment counterpart of the Agreement with respect to Lang’s employment terms substantially in the form attached hereto as Exhibit D (the “Severance Agreement”) and Assumption the related Intellectual Property and Non-Competition Agreement and Lease Assignment and Assumption substantially in the form attached hereto as Exhibit E (the “Confidentiality Agreement”); (v) a A duly executed Sublease counterpart of the Registration Rights Agreement substantially in the form attached hereto as Exhibit F (the “Registration Rights Agreement”); (vi) a duly executed Transition Agreementguaranty agreement from Lang guaranteeing Transferor’s obligations to indemnify Acquiror for Losses for breach of Section 3.8 to the extent (A) such breach was committed with Knowledge (as defined in Section 3.9) and (B) such Losses exceed the Acquisition Price; provided, however, that such indemnification shall be limited to the dollar amount of liabilities assumed pursuant to Section 1.5. (vii) a legal opinion from Dxxxx Xxxxxx LLP, addressed to Acquiror, dated as of the Closing Date, in form and substance satisfactory to Acquiror and its counsel as to (i) Transferor’s good standing, (ii) Transferor’s power and authority, (iii) Transferor’s due execution and delivery of the Agreement and each of the Transaction Documents (as defined in the legal opinion), (iv) enforceability of the Agreement and each of the Transaction Documents, and (v) non-contravention; and (viiviii) updated SCHEDULES 1.1.2(aa Secretary’s Certificate attaching of Transferor’s Articles of Incorporation and all amendments thereto as in effect on the Closing Date and a certificate of good standing of Transferor issued by the Pennsylvania Secretary of State, dated as of a date not more than thirty (30) days prior to the Closing Date. and 3.1.18simultaneously with such delivery, all such steps will be taken as may be required to put Acquiror in actual possession and operating control of the Assets. (cb) At or prior Acquiror shall deliver the following: (i) a duly executed counterpart of the Escrow Agreement to Transferor; (ii) a duly executed counterpart of the Assignment and Assumption Agreement to Transferor; (iii) stock certificates representing Numerex Stock to the ClosingEscrow Agent pursuant to Section 1.3(a) (675,000 shares of Numerex Stock); (iv) a stock certificates representing $200,000 in Numerex Stock issued to Transferor (41,667 shares of Numerex Stock); (v) $250,000 in cash representing the loan made by Acquiror to Lang, pursuant to the parties hereto shall also deliver Loan Documents; (vi) a legal opinion from Numerex’s counsel, addressed to Transferor, dated as of the Closing Date, in form and substance satisfactory to Transferor and its counsel as to (A) Acquiror’s and Numerex’s good standing, (B) Acquiror’s and Numerex’s power and authority, (C) Acquiror’s and Numerex’s execution and delivery of the Agreement and each other of the agreementsTransaction Documents (as defined in the legal opinion), opinions(D) enforceability of the Agreement and each of the Transaction Documents, certificates and other documents and instruments referred (E) non-contravention; (vii) a duly executed counterpart to in Article V hereofthe Severance Agreement to Transferor; and (viii) a duly executed counterpart to the Registration Rights Agreement to Transferor.

Items to be Delivered at Closing. At the Closing and subject to the terms and conditions herein contained: (a) Seller Sellers, Xxxxxx’x or Newco, as the case may be, shall deliver to Purchaser or confirm to Purchaser that the following have been delivered to Newco in accordance with the Restructuring, the following: (i) certificates representing the Newco Interests, duly endorsed or accompanied by a duly executed Lease Assignment and Assumption Agreement (approved in writing by the owner of the Plant), Bill of Sale and Assignment and Assumption Agreement in sxxxxantially the forms attached hereto as EXHIBITS A-1, A-2, and A-3 respectivelystock power or similar instrument; (ii) actual possesxxxx xxx operating control a duly executed xxxx of all of sale and assignment in form and substance reasonably acceptable to the Purchased AssetsParties to this Agreement; (iii) a Commercial Services duly executed Assignment of Trademarks and Copyrights in form and substance reasonably acceptable to the Parties to this Agreement in substantially the form of EXHIBIT B hereto (the "SERVICES AGREEMENT") duly executed by Seller“Trademark Assignment”); (iv) a Supply duly executed counterpart original of an assignment in respect of each of the Leases assigned to Newco as part of the Restructuring including an assignment of rights under any subordination, non-disturbance, attornment agreement, and an assignment of any and all right, title, interest (if any) of the applicable Seller in and to any Appurtenant Rights with respect to such Lease, in form and substance reasonably acceptable to the Parties to this Agreement in substantially the form of EXHIBIT C hereto (the "SUPPLY AGREEMENT") duly executed by Seller“Lease Assignments”); (v) a Quality duly executed counterpart original of an undertaking whereby Newco assumes and agrees to pay, discharge or perform, as appropriate, the Assumed Liabilities in form and substance reasonably acceptable to the Parties to this Agreement in substantially the form of EXHIBIT D hereto (the "QUALITY AGREEMENT") duly executed by Seller“Assumption Agreement”); (vi) a Sublease duly executed counterpart original Trademark License in form and substance reasonably acceptable to the Parties to this Agreement in substantially the form of EXHIBIT E hereto (the "SUBLEASE AGREEMENT") duly executed by Seller; and“Trademark License”); (vii) a duly executed counterpart original of a Transition Services Agreement which will provide for the operations and management by Xxxxxx’x of certain parts of the Business, in substantially form and substance reasonably acceptable to the form of EXHIBIT F hereto Parties (the "TRANSITION AGREEMENT"“Transition Services Agreement”); (viii) a duly executed counterpart of a perpetual, royalty-free Joint Use Agreement in form and substance reasonably acceptable to the Parties to this Agreement (the “Joint Use Agreement”); (ix) a duly executed certificate of an officer of Seller dated the Closing Date, certifying that the conditions specified in Sections 5.2.5 hereof have been fulfilled; (x) duly executed by Seller. The parties acknowledge that the terms certificates of the Quality Agreement, Sublease Secretary of each Seller and Xxxxxx’x certifying resolutions of the directors of Sellers and Xxxxxx’x approving this Agreement and Transition Agreement have the transactions contemplated hereby (together with an incumbency and signature certificate regarding the officer signing on behalf of each Seller or Xxxxxx’x, as the case may be); (xi) copies of all of the information, files, records, data and plans belonging to Sellers which are part of the Assets; (xii) any and all UCC-3 termination statements or amendments or other documents needed to release or transfer any Liens on, or other security interests in, the Assets, other than the Permitted Liens; (xiii) to the extent required, duly executed Concession-Management Agreements, which will be cost neutral to Purchaser and Newco, covering those portions of the Business where a valid liquor license has not been fully negotiated obtained, but only to the extent such Concession-Management Agreements are permitted; (xiv) an affidavit required by the FIRPTA in form and remain subject substance reasonably acceptable to reasonable the Parties to this Agreement (the “FIRPTA Affidavit”); (xv) estoppel certificates with landlord consents in form and customary changes substance reasonably acceptable to the Parties to this Agreement from the landlords under the Leases set forth on Schedule 4.7 that require landlord’s consent (the “Required Consents”) to the extent such Required Consents have been received by the Closing Date; (xvi) a duly executed Non-Solicitation/Non-Hire Agreement in form and substance reasonably acceptable to the Parties to this Agreement; (xvii) if not previously provided to Newco, prior to the Closing, a duly executed original of a special warranty deed, in recordable form, conveying fee simple title to each tract constituting part of the Fee Property, in form and substance reasonably acceptable to the Parties (the “Deeds”); (xviii) a sublease for the Destin location; and (xix) such other certificates, agreements and documents as Purchaser may reasonably request. Simultaneously with such delivery, Sellers shall take all such steps as may be required to put Purchaser or Newco in actual possession and operating control of the Assets. Sellers will effectuate delivery of the Assets by allowing Purchaser or Newco access thereto at the Premises. (b) Purchaser shall deliver to Seller Sellers the following: (i) the Cash Payment Purchase Price in accordance with Section 1.3.1(a) 1.2.1. hereof; (ii) a duly executed Services Agreementcertificate of an officer of Purchaser dated the Closing Date, certifying that the conditions specified in Sections 5.1 of this Agreement have been fulfilled; (iii) a duly executed Supply certificate of the Secretary of Purchaser certifying (A) resolutions of the directors of Purchaser approving this Agreement and Quality Agreementthe transactions contemplated hereby (together with an incumbency and signature certificate regarding the officer signing on behalf of Purchaser, as the case may be), and (B) the certificate of formation or bylaws of Purchaser; (iv) a to the extent required, duly executed Assignment and Assumption Agreement and Lease Assignment and Assumption AgreementConcession-Management Agreements covering those portions of the Business where a valid liquor license has not been obtained, but only to the extent such Concession-Management Agreements are permitted; (v) a duly executed Sublease Non-Solicitation/Non-Hire Agreement; (vi) a duly executed counterpart of the Joint Use Agreement; (vii) a duly executed counterpart of the Transition Services Agreement; (viii) a duly executed Assumption Agreement; and (viiix) updated SCHEDULES 1.1.2(a) and 3.1.18. (c) At or prior an Agreement to pay to Seller $500,000 to be paid $100,000 on each of the Closing, 1st through the parties hereto shall also deliver to each other 5th anniversary of the agreements, opinions, certificates and other documents and instruments referred to Closing Date hereof in Article V hereof.consideration of Seller’s sale of the Assets set forth in Section l.

Items to be Delivered at Closing. At the Closing and subject to the terms and conditions herein contained: (a) Seller shall deliver to Purchaser the following: (i) a duly executed Lease Assignment and Assumption Agreement (approved in writing by the owner of the Plant), Bill Xxxx of Sale and Assignment and Assumption Agreement in sxxxxantially substantially the forms attached hereto as EXHIBITS A-1A-1 and A-2 hereto, A-2, and A-3 respectively; (ii) actual possesxxxx xxx possession and operating control of all of the Purchased Assets; (iii) a duly executed Assignment of Lease ("ASSIGNMENT OF LEASE"), Landlord Consent to Assignment ("CONSENT TO ASSIGNMENT") and an Escrow Agreement as contemplated by Section 2.3(b) ("LEASE ESCROW AGREEMENT") (approved in writing by the Escrow Agent) in substantially the forms of EXHIBITS X-0, X-0 and B-3 hereto, respectively; (iv) an Amendment to that certain Commercial Services Agreement between the Seller and Xxxxx in substantially the form of EXHIBIT B C hereto (the "SERVICES AGREEMENT") duly executed by Seller; (iv) a Supply Agreement in substantially the form of EXHIBIT C hereto (the "SUPPLY AGREEMENT") duly executed by Seller; (v) a Quality the Commercial Manufacturing Agreement (Granulate) in substantially the form of EXHIBIT D hereto (the "QUALITY GRANULATE SUPPLY AGREEMENT") duly executed by Seller; (vi) a Sublease the Commercial Packaging Agreement in substantially the form of EXHIBIT E hereto (the "SUBLEASE PACKAGING AGREEMENT") duly executed by Seller; and; (vii) a Transition Services the Quality Agreement in substantially the form of EXHIBIT F hereto (the "QUALITY AGREEMENTS") duly executed by Seller; and (viii) a Transition Services Agreement in substantially the form of EXHIBIT G hereto (the "TRANSITION AGREEMENT") duly executed by Seller. The parties acknowledge that the terms of the Quality Agreement, Sublease Agreement and Transition Agreement have not been fully negotiated and remain subject to reasonable and customary changes prior to Closing. (b) Purchaser shall deliver to Seller the following: (i) the Cash Payment Purchase Price payment in accordance with Section 1.3.1(a) hereof; (ii) a duly executed Services AgreementAssignment of Lease, Consent to Assignment and Lease Escrow Agreement (approved in writing by the Escrow Agent); (iii) a duly executed Supply Agreement and Quality Services Agreement; (iv) a duly executed Assignment and Assumption Granulate Supply Agreement and Lease Assignment Packaging Agreement and Assumption Quality Agreement; (v) a duly executed Sublease Assignment and Assumption Agreement;; and (vi) a duly executed Transition Agreement; and (vii) updated SCHEDULES 1.1.2(a) and 3.1.18. (c) At or prior to the Closing, the parties hereto shall also deliver to each other the agreements, opinions, certificates and other documents and instruments referred to in Article V hereof.