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

Items to be Delivered by Sellers. At the Closing, Sellers shall deliver to Escrow Agent with respect to the Assets the following: (a) a special warranty deed (the “Deed”) to the Premises, in the form attached hereto as Exhibit 3.2(a); (b) a xxxx of sale in the form attached hereto as Exhibit 3.2(b), conveying title to all of the Assets held by the Real Estate Company (excluding real property) to Buyer; (c) a xxxx of sale in the form attached hereto as Exhibit 3.2(c) conveying title to all of the Assets held by the Operator (excluding real property) to Buyer; (d) an affidavit as required by the Foreign Investment in Real Property Tax Act and the corresponding applicable provisions of Virginia law, if any; (e) a closing statement setting forth the Purchase Price, the amounts of all prorated items and all credits, debits and costs contemplated by this Agreement (the “Closing Statement”); (f) physical possession of the Assets, including keys, books, records, safe combinations, and all other things reasonably necessary in order for Buyer to commence business; and (g) Sellers’ certificate, dated the Closing Date, certifying that (i) all representations and warranties of Sellers contained in this Agreement are true and correct in all respects as of the Closing Date; and (ii) Sellers have fully performed in all material respects all obligations, agreements, conditions and commitments required to be fulfilled by Sellers on or prior to the Closing Date; (h) the OTA executed by Sellers, to the extent not previously delivered to Buyer; (i) one (1) original of the executed Repair Notice; and (j) any other documents necessary to close Escrow.

Items to be Delivered by Sellers. At the Closing, Sellers shall deliver or cause to Escrow Agent with respect be delivered to Buyers, the Assets Title Company the followingfollowing documents and other items, in each case duly executed or otherwise in proper form, including for recording, if applicable: (a) one or more bills of sale, each in a special warranty deed form mutually agreeable to the Parties (the “DeedXxxx of Sale”) to the Premises, in the form attached hereto as Exhibit 3.2(a); (b) a xxxx of sale in the form attached hereto as Exhibit 3.2(b), conveying title special warranty deed with respect to all each of the Assets held by Owned Real Properties, in a form mutually agreeable to the Parties, as may be adjusted to comply with local Law and recording requirements applicable to the jurisdiction where an Owned Real Estate Company Property is located (excluding real property) to Buyereach, a “Special Warranty Deed”); (c) an assignment and assumption agreement with respect to the Assumed Contracts other than the Real Property Leases and Third Party Leases, a xxxx of sale in form mutually agreeable to the form attached hereto as Exhibit 3.2(cParties (the “Assignment and Assumption Agreement”) conveying title to all of the Assets held by the Operator (excluding real property) to Buyerthose contracts for which a Contract Consent remains pending in accordance with Section 5.14); (d) an affidavit as required by assignments and assumptions of each of the Foreign Investment in Real Property Tax Act Leases, in a form mutually agreeable to the Parties (each, an “Assignment and the corresponding applicable provisions Assumption of Virginia law, if anyReal Property Lease”) (excluding those real property leases for which a Lease Consent remains pending in accordance with Section 5.14); (e) assignments and assumptions of each of the Third Party Leases, in a closing statement setting forth form mutually agreeable to the Purchase PriceParties (each, the amounts an “Assignment and Assumption of all prorated items and all credits, debits and costs contemplated by this Agreement (the “Closing StatementThird Party Lease”); (f) physical possession of the Assets, including keys, books, records, safe combinations, and all other things reasonably necessary in order for Buyer to commence business; and (g) Sellers’ certificate, dated the Closing Date, certifying Lease Consents that (i) all representations and warranties of Sellers contained in this Agreement are true and correct in all respects as of the Closing Date; and (ii) Sellers have fully performed in all material respects all obligations, agreements, conditions and commitments required to be fulfilled by Sellers been obtained on or prior to the Closing Datein accordance with Section 5.13; (g) a counterpart of the Transition Services and Operations Agreement, duly executed by Sunoco Retail; (h) a counterpart of the OTA Escrow Agreement, duly executed by Sellers, to the extent not previously delivered to Buyer; (i) one [reserved] (1j) original a counterpart of the Supply Agreement, duly executed Repair Noticeby SUN LLC; (k) a counterpart of the Transportation Services Agreement, duly executed by Sunoco Retail and Sunoco, LLC; (l) a certificate of an authorized officer of each Seller, dated as of the Closing Date, in form and substance satisfactory to Buyers, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) are satisfied; (m) a counterpart of the LTC License Agreement, duly executed by Sellers; (n) a counterpart of the APlus License Agreement, duly executed by Sellers; (o) a counterpart of the Stripes License Agreement, duly executed by Sellers; (p) a counterpart of the Xxxxxx Grill License Agreement, duly executed by Sellers; (q) a certificate of non-foreign status of each Seller (or its regarded owner for U.S. federal income Tax purposes, if such Seller is an entity disregarded from its owner for U.S. federal income Tax purposes) meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2); (r) a joint written instruction to the Title Company instructing it to make the distributions to Sellers in accordance with Section 2.4(b); (s) the Lease Estoppels that have been obtained on or prior to the Closing; (t) the Seller Estoppels, if any; (u) the SNDAs, if any; (v) the Tank Owner Change Forms and any other related documents required to be prepared, executed or delivered by Sellers to Buyers; (w) all affidavits, indemnity agreements and other documents reasonably and customarily required by the Title Company to induce the Title Company to issue the Title Policies for all Owned Real Properties and Ground Leases, in each case to the extent required by the Title Company; (x) five (5) DVD copies of the Data Room Site as of the Closing; (y) a counterpart of the Access Agreement, duly executed by Sellers; (z) a counterpart of the Management Agreement(s), if any, duly executed by Sellers; and (jaa) any such other documents necessary to close Escrowspecific instruments of transfer, conveyance and assignment as the Title Company may reasonably request.

Items to be Delivered by Sellers. At the Closing, Sellers shall deliver or cause to be delivered to Buyers, the Title Company or the Escrow Agent with respect to Agent, as appropriate, the Assets the followingfollowing documents and other items, in each case duly executed or otherwise in proper form, including for recording, if applicable: (a) one or more bills of sale, each in a special warranty deed form mutually agreeable to the Parties (the “DeedXxxx of Sale”) to the Premises, in the form attached hereto as Exhibit 3.2(a); (b) a xxxx of sale in the form attached hereto as Exhibit 3.2(b), conveying title special warranty deed with respect to all each of the Assets held by Owned Real Properties, in a form mutually agreeable to the Parties, as may be adjusted to comply with local law and recording requirements applicable to the jurisdiction where an Owned Real Estate Company Property is located (excluding real property) to Buyerthe “Special Warranty Deed”); (c) an assignment and assumption agreement with respect to the Assumed Contracts other than the Real Property Leases and Third Party Leases, a xxxx of sale in form mutually agreeable to the form attached hereto as Exhibit 3.2(cParties (the “Assignment and Assumption Agreement”) conveying title to all of the Assets held by the Operator (excluding real property) to Buyerthose Assumed Contracts for which a Contract Consents remain pending); (d) an affidavit as required by assignments and assumptions of each of the Foreign Investment in Real Property Tax Act Leases, in a form mutually agreeable to the Parties (each, an “Assignment and Assumption of Real Property Lease”) (excluding those Real Property Leases for which a Lease consents remain pending); (e) assignments and assumptions of each of the corresponding applicable provisions Third Party Leases, in a form mutually agreeable to the Parties (each, an “Assignment and Assumption of Virginia lawThird Party Lease”) (excluding those Third Party Leases for which Lease Amendments remain pending); (f) the Lease Consents that have been obtained on or prior to the Closing; (g) the Lease Estoppels that have been obtained on or prior to the Closing; (h) the Seller Estoppels, if any; (ei) the SNDAs, if any; (j) the Seller Lease; (k) the Escrow Agreement; (l) the Site Access Agreements; (m) the Tank Owner Change Forms and any other related documents required to be prepared, executed and/or delivered by Sellers to Buyers; (n) a closing statement setting forth certificate of an authorized officer of each Seller, dated as of the Purchase PriceClosing Date, in form and substance satisfactory to Buyers, which shall certify (i) the amounts resolutions adopted by its board of all prorated items and all credits, debits and costs contemplated by directors or managers authorizing such Seller to enter into this Agreement and the Ancillary Agreement to which such Seller is a party and to consummate all of the transactions contemplated hereby and thereby (including the sale of the Assets), (ii) its organizational documents and (iii) the names of the officers of such Seller authorized to sign this Agreement and the other documents, instruments or certificates to be delivered pursuant to this Agreement by Sellers or any of its officers, together with the true signatures of such officers; (o) a certificate of an authorized officer of each Seller, dated as of the Closing Date, in form and substance satisfactory to Buyers, certifying that the conditions set forth in Section 7.1(a), Section 7.2(a), Section 7.2(b) and Section 7.2(e) are satisfied; (p) all affidavits, indemnity agreements and other documents reasonably and customarily required by the Title Company to induce the Title Company to issue the Title Policies for all Owned Real Properties and Ground Leases; (q) [omitted;] (r) a non-foreign affidavit from each Seller dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that such Seller is not a “foreign person” as defined in Section 1445 of the Code, and any State of California equivalent forms duly executed by the applicable Seller; (s) an executed counterpart to the environmental release substantially in the form attached to this Agreement as Exhibit E (the “Closing StatementEnvironmental Release”); (ft) physical possession a certificate of legal existence and good standing of each Seller issued by the Secretary of State of the AssetsState of Delaware, including keysissued within five (5) days prior to the Closing; (u) five (5) DVD copies of the Data Room Site as of the Closing; (v) all Third Party Collateral in Sellers’ possession; (w) the Contract Consents that have been obtained prior to the Closing; (x) the Lease Amendments that have been obtained prior to the Closing; (y) the Documents other than Sellers’ Records (with all Documents that can reasonably be delivered in electronic format being so delivered); (z) copies of all transferred Permits, booksPlans, recordsguaranties and warranties, safe combinationsif any, relating to the Station Properties; (aa) final executed copies of the Assumed Contracts; (bb) a joint written instruction to the Title Company instructing it to make the distributions to Sellers and all other things reasonably necessary the Escrow Account in order for Buyer to commence businessaccordance with Section 2.5(b); and (gcc) Sellers’ certificatesuch other specific instruments of transfer, dated conveyance and assignment as Buyers, the Closing Date, certifying that (i) all representations and warranties of Sellers contained in this Agreement are true and correct in all respects as of Escrow Agent or the Closing Date; and (ii) Sellers have fully performed in all material respects all obligations, agreements, conditions and commitments required to be fulfilled by Sellers on or prior to the Closing Date; (h) the OTA executed by Sellers, to the extent not previously delivered to Buyer; (i) one (1) original of the executed Repair Notice; and (j) any other documents necessary to close EscrowTitle Company may reasonably request.

Items to be Delivered by Sellers. At the Closing, Sellers shall deliver deliver, or cause to Escrow Agent be delivered, to Purchaser the following: (a) the Xxxx of Sale duly executed by Sellers; (b) the Assignment and Assumption Agreement duly executed by Sellers; (c) for each parcel of Purchased Real Property, a recordable quit-claim deed (collectively, the “Deeds”) substantially in the forms of Exhibit F-1 through Exhibit F-4 as applicable, executed by the appropriate Seller, with all appropriate notarizations and certifications as required by the applicable Governmental Authority; (d) for each parcel of Leasehold Property, a (i) recordable quit-claim deed conveying title to all improvements located on the Leasehold Property (collectively, the “Leasehold Deeds”) substantially in the form of Exhibit G and (ii) an assignment and assumption agreement for any applicable ground lease agreement relating to such parcel of Leasehold Property substantially in the form of Exhibit H (the “Assignment and Assumption of Ground Lease Agreement”), executed by the appropriate Seller, with all appropriate notarizations and certifications as required by the applicable Governmental Authority; (e) certificates of title for all motor vehicles identified in Section 3.1(g) of the Seller Disclosure Schedule, each executed by the appropriate Seller and in a form reasonably satisfactory to the appropriate state agencies where such motor vehicles are titled; (f) the Transition Services Agreement duly executed by ASARCO; (g) a non-foreign affidavit of each Non-Debtor Seller dated as of the Closing Date in form and substance as required under the Treasury regulations issued pursuant to Section 1445 of the Code; (h) a certificate signed by a duly authorized representative of each Seller certifying that the closing conditions set forth in Sections 11.2(a) and 11.2(b) have been satisfied; (i) certificates of an authorized officer of each Seller to which is attached: (i) true and correct copies of the Organizational Documents of such Seller; (ii) true and correct copies of the resolutions of the Board of Directors for such Seller respecting the transactions contemplated by this Agreement and the Ancillary Agreements; (iii) a certificate respecting the incumbency and true signatures of the officers of such Seller who execute this Agreement and other transaction documents on behalf of such Seller; and (iv) a certificate from the Secretary of State or other applicable Governmental Authority of the State of formation or incorporation, as applicable, dated within 10 days of the Closing Date, with respect to the Assets existence and good standing of such Seller. The certificates required pursuant to this Section 5.2(i) shall certify that the following: documents referred to in (ai) a special warranty deed and (ii) above and attached thereto are true and correct copies, have been duly and validly adopted and have not been amended or altered except as reflected therein; (j) the “Deed”) to Patent Assignment, dated as of the PremisesClosing Date, in the form attached hereto as Exhibit 3.2(aI (the “Patent Assignment”); , duly executed by ASARCO; (bk) a xxxx the Trademark Assignment, dated as of sale the Closing Date, in the form attached hereto as Exhibit 3.2(bJ (the “Trademark Assignment”), duly executed by ASARCO; (l) a certified copy of the Plan Confirmation Order authorizing and ratifying the execution and delivery of this Agreement by Sellers, and the consummation by Sellers of the transactions contemplated hereby; (m) for each Arizona water right, claim, Permit, Certificate of Water Right, Statement of Claim, Statement of Claimant, and grandfathered groundwater withdrawal right associated with the Real Property a recordable quit-claim deed conveying title to all of the Assets held by the Real Estate Company (excluding real property) to Buyer; (c) a xxxx of sale such rights, permits, certificates, and claims substantially in the form attached hereto as of Exhibit 3.2(c) conveying title to all of the Assets held F-3, executed by the Operator (excluding real property) to Buyer; (d) an affidavit appropriate Seller, with all appropriate notarizations and certifications as required by the Foreign Investment applicable Governmental Authority; (n) a recordable quitclaim deed substantially in Real Property Tax Act the form of Exhibit F-4 with respect to the unpatented mining claims listed in Section 3.1(o) of the Seller Disclosure Schedule, executed by the appropriate Seller with all appropriate notarizations and certifications as required by the corresponding applicable provisions Governmental Authorities; (o) the Security Agreement duly executed by ASARCO Administration LLC; and (p) a receipt for the Closing Payment. 5.3 Items to Be Delivered by Purchaser. At the Closing, Purchaser shall deliver (or shall cause the delivery) to Sellers of Virginia law, if any; the following: (a) the Closing Payment by wire transfer of immediately available funds (to such account or accounts as Sellers shall have specified to Purchaser at least 24 hours prior to the Closing); (b) the Purchaser Promissory Note duly executed by Purchaser; (c) the Assignment and Assumption Agreement duly executed by Purchaser; (d) the Transition Services Agreement duly executed by Purchaser; (e) a closing statement setting forth the Purchase Price, the amounts of all prorated items and all credits, debits and costs contemplated Patent Assignment duly executed by this Agreement (the “Closing Statement”); Purchaser; (f) physical possession of the Assets, including keys, books, records, safe combinations, and all other things reasonably necessary in order for Buyer to commence business; and (g) Sellers’ certificate, dated the Closing Date, certifying that (i) all representations and warranties of Sellers contained in this Agreement are true and correct in all respects as of the Closing Date; and (ii) Sellers have fully performed in all material respects all obligations, agreements, conditions and commitments required to be fulfilled by Sellers on or prior to the Closing Date; (h) the OTA Trademark Assignment duly executed by Sellers, to the extent not previously delivered to Buyer; (i) one (1) original of the executed Repair NoticePurchaser; and (j) any other documents necessary to close Escrow.34

Items to be Delivered by Sellers. At the Closing, the Sellers shall deliver deliver, or cause to Escrow Agent with respect be delivered, to the Assets Purchaser the following: (ai) a special warranty deed (Certificates representing the “Deed”) Securities, duly endorsed in blank for transfer or accompanied by stock powers duly executed in blank, sufficient in form and substance to convey to the Premises, in the form attached hereto as Exhibit 3.2(a); (b) a xxxx of sale in the form attached hereto as Exhibit 3.2(b), conveying Purchaser good title to the Securities free and clear of all of the Assets held by the Real Estate Company (excluding real property) to Buyer; (c) a xxxx of sale in the form attached hereto as Exhibit 3.2(c) conveying title to all of the Assets held by the Operator (excluding real property) to Buyer; (d) an affidavit as required by the Foreign Investment in Real Property Tax Act and the corresponding applicable provisions of Virginia lawLiens, with appropriate transfer stamps, if any;, affixed. (eii) a closing statement setting forth the Purchase Price, the amounts of all prorated items and all credits, debits and costs contemplated by this Agreement (the “Closing Statement”); (f) physical possession of the Assets, including keys, books, records, safe combinations, and all other things reasonably necessary in order for Buyer to commence business; and (g) Sellers’ certificate, A certificate dated the Closing Date, certifying that (i) all representations and warranties of Sellers contained in this Agreement are true and correct in all respects as of the Closing Date; , signed by the Secretary of the Company and certifying as to the Certificate of Incorporation and By-Laws of the Company, and a certificate of the Secretary of State of Delaware certifying as to the good standing of the Company. (iii) A certificate dated as of the Closing Date, signed by the Secretary of Xxxx Innovations and certifying as to (A) the Certificate of Incorporation and By-laws of Xxxx Innovations, and incumbency of officers executing each of the Transaction Documents to which Xxxx Innovations is a party, and (iiB) Sellers have fully performed in resolutions of the Board of Directors of Xxxx Innovations authorizing the execution, delivery and performance by Xxxx Innovations of each of the Transaction Documents to which Xxxx Innovations is a party. (iv) Copies of all material respects all obligationsconsents, agreementsapprovals, conditions authorizations and commitments filings with third Persons required to be fulfilled for the consummation of the sale of the Securities or any of the other transactions contemplated by Sellers on any of the Transaction Documents, or prior for the conduct of the business of the Company subsequent to the Closing Date;, including, without limitation, those consents, approvals, authorizations and filings listed on Schedule 3.3(a)(iv) of the Disclosure Schedule (as defined in Article IV below). (hv) The WSGR Opinion dated as of the OTA Closing Date. (vi) Copies of resignations from all directors and officers of the Company (or, with respect to the officers, evidence that the officers have otherwise been removed from their officer positions), effective as of the Closing Date. (vii) All books and records belonging to the Company. (viii) Evidence that all holders of outstanding options to acquire shares of the Company have converted such options into Common Stock and all holders of warrants have exercised such warrants and that such former option holders and warrant holders are Sellers with respect to the Securities issued upon such exercise or conversion. (ix) The Key Employment Agreements between the Company and each of the Key Employees, duly executed by Sellers, to the extent not previously delivered to Buyer;each such Key Employee. (ix) one (1) original of the executed Repair Notice; andThe Sellers’ Closing Certificate. (jxi) any The Intellectual Property Assignment, duly executed by Xxxx Innovations. (xii) The Exclusive Intellectual Property License Agreement, duly executed by Xxxx Innovations. (xiii) The Non-Exclusive Intellectual Property License Agreement, duly executed by each of Xxxx Innovations and the Company. (xiv) Such other instruments or documents as may be reasonably required by the Purchaser as necessary or appropriate to close Escrowcarry out the transactions contemplated hereby.

Items to be Delivered by Sellers. At the Closing, Sellers shall deliver deliver, or cause to Escrow Agent with respect be delivered, to the Assets Purchaser the following: (a) the Xxxx of Sale duly executed by Sellers; (b) the Assignment and Assumption Agreement duly executed by Sellers; (c) for each parcel of Purchased Real Property, a special warranty recordable quit-claim deed (collectively, the “Deeds”) substantially in the forms of Exhibit F-1 through Exhibit F-2 as applicable, executed by the appropriate Seller, with all appropriate notarizations and certifications as required by the applicable Governmental Authority; (d) for each parcel of Leasehold Property, a (i) recordable quit-claim deed conveying title to all improvements located on the Leasehold Property (collectively, the “Leasehold Deeds”) substantially in the form of Exhibit G and (ii) an assignment and assumption agreement for any applicable ground lease agreement relating to such parcel of Leasehold Property substantially in the form of Exhibit H (the “DeedAssignment and Assumption of Ground Lease Agreement”), executed by the appropriate Seller, with all appropriate notarizations and certifications as required by the applicable Governmental Authority. (e) certificates of title for all motor vehicles identified in Section 2.1(g) of the Seller Disclosure Schedule, each executed by the appropriate Seller and in a form reasonably satisfactory to the Premisesappropriate state agencies where such motor vehicles are titled; (f) the Transition Services Agreement duly executed by ASARCO; (g) a non-foreign affidavit of each Non-Debtor Seller dated as of the Closing Date in form and substance as required under the Treasury regulations issued pursuant to Section 1445 of the Code; (h) a certificate signed by a duly authorized representative of each Seller certifying that the closing conditions set forth in Sections 10.2(a) and 10.2(b) have been satisfied; (i) certificates of an authorized officer of each Seller to which is attached: (i) true and correct copies of the Organizational Documents of such Seller; (ii) true and correct copies of the resolutions of the Board of Directors for such Seller respecting the transactions contemplated by this Agreement and the Ancillary Agreements; (iii) a certificate respecting the incumbency and true signatures of the officers of such Seller who execute this Agreement and other transaction documents on behalf of such Seller; and (iv) a certificate from the Secretary of State or other applicable Governmental Authority of the State of formation or incorporation, as applicable, dated within 10 days of the Closing Date, with respect to the existence and good standing of such Seller. The certificates required pursuant to this Section 4.2(i) shall certify that the documents referred to in (i) and (ii) above and attached thereto are true and correct copies, have been duly and validly adopted and have not been amended or altered except as reflected therein; Table of Contents (j) the Patent Assignment, dated as of the Closing Date, in the form attached hereto as Exhibit 3.2(aI (the “Patent Assignment”), duly executed by ASARCO; (bk) a xxxx the Trademark Assignment, dated as of sale the Closing Date, in the form attached hereto as Exhibit 3.2(bJ (the “Trademark Assignment”), duly executed by ASARCO; (l) a certified copy of the Plan Confirmation Order authorizing and ratifying the execution and delivery of this Agreement by Sellers, and the consummation by Sellers of the transactions contemplated hereby; (m) for each Arizona water right, claim, Permit, Certificate of Water Right, Statement of Claim, Statement of Claimant, and grandfathered groundwater withdrawal right associated with the Real Property a recordable quit-claim deed conveying title to all of the Assets held by the Real Estate Company (excluding real property) to Buyer; (c) a xxxx of sale such rights, permits, certificates, and claims substantially in the form attached hereto as of Exhibit 3.2(c) conveying title to all of the Assets held F-3, executed by the Operator (excluding real property) to Buyer; (d) an affidavit appropriate Seller, with all appropriate notarizations and certifications as required by the Foreign Investment in Real Property Tax Act and the corresponding applicable provisions of Virginia law, if anyGovernmental Authority; (en) a closing statement setting forth recordable quitclaim deed substantially in the Purchase Price, form of Exhibit F-4 with respect to the amounts of all prorated items and all credits, debits and costs contemplated by this Agreement (the “Closing Statement”); (funpatented mining claims listed in Section 2.1(o) physical possession of the AssetsSeller Disclosure Schedule, including keys, books, records, safe combinations, executed by the appropriate Seller with all appropriate notarizations and all other things reasonably necessary in order for Buyer to commence businesscertifications as required by the applicable Governmental Authorities; and (go) Sellers’ certificate, dated a receipt for the Closing Date, certifying that (i) all representations and warranties of Sellers contained in this Agreement are true and correct in all respects as of the Closing Date; and (ii) Sellers have fully performed in all material respects all obligations, agreements, conditions and commitments required to be fulfilled by Sellers on or prior to the Closing Date; (h) the OTA executed by Sellers, to the extent not previously delivered to Buyer; (i) one (1) original of the executed Repair Notice; and (j) any other documents necessary to close EscrowPayment.

Items to be Delivered by Sellers. At the Closing, Sellers shall deliver or cause to Escrow Agent with respect be delivered to Buyers, the Assets Title Company the followingfollowing documents and other items, in each case duly executed or otherwise in proper form, including for recording, if applicable: (a) one or more bills of sale, each in a special warranty deed form mutually agreeable to the Parties (the “DeedXxxx of Sale”) to the Premises, in the form attached hereto as Exhibit 3.2(a); (b) a xxxx of sale in the form attached hereto as Exhibit 3.2(b), conveying title special warranty deed with respect to all each of the Assets held by Owned Real Properties, in a form mutually agreeable to the Parties, as may be adjusted to comply with local Law and recording requirements applicable to the jurisdiction where an Owned Real Estate Company Property is located (excluding real property) to Buyereach, a “Special Warranty Deed”); (c) an assignment and assumption agreement with respect to the Assumed Contracts other than the Real Property Leases and Third Party Leases, a xxxx of sale in form mutually agreeable to the form attached hereto as Exhibit 3.2(cParties (the “Assignment and Assumption Agreement”) conveying title to all of the Assets held by the Operator (excluding real property) to Buyerthose contracts for which a Contract Consent remains pending in accordance with Section 5.14); (d) an affidavit as required by assignments and assumptions of each of the Foreign Investment in Real Property Tax Act Leases, in a form mutually agreeable to the Parties (each, an “Assignment and the corresponding applicable provisions Assumption of Virginia law, if anyReal Property Lease”) (excluding those real property leases for which a Lease Consent remains pending in accordance with Section 5.14); (e) assignments and assumptions of each of the Third Party Leases, in a closing statement setting forth form mutually agreeable to the Purchase PriceParties (each, the amounts an “Assignment and Assumption of all prorated items and all credits, debits and costs contemplated by this Agreement (the “Closing StatementThird Party Lease”); (f) physical possession of the Assets, including keys, books, records, safe combinations, and all other things reasonably necessary in order for Buyer to commence business; and (g) Sellers’ certificate, dated the Closing Date, certifying Lease Consents that (i) all representations and warranties of Sellers contained in this Agreement are true and correct in all respects as of the Closing Date; and (ii) Sellers have fully performed in all material respects all obligations, agreements, conditions and commitments required to be fulfilled by Sellers been obtained on or prior to the Closing Datein accordance with Section 5.13; (g) a counterpart of the Transition Services and Operations Agreement, duly executed by Sunoco Retail; (h) a counterpart of the OTA Escrow Agreement, duly executed by Sellers, to the extent not previously delivered to Buyer; (i) one [reserved] (1j) original a counterpart of the Supply Agreement, duly executed Repair Noticeby SUN LLC; (k) a counterpart of the Transportation Services Agreement, duly executed by Sunoco Retail and Sunoco, LLC; (l) a certificate of an authorized officer of each Seller, dated as of the Closing Date, in form and substance satisfactory to Buyers, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) are satisfied; (m) a counterpart of the LTC License Agreement, duly executed by Sellers; (n) a counterpart of the APlus License Agreement, duly executed by Sellers; (o) a counterpart of the Stripes License Agreement, duly executed by Sellers. (p) a certificate of non-foreign status of each Seller (or its regarded owner for U.S. federal income Tax purposes, if such Seller is an entity disregarded from its owner for U.S. federal income Tax purposes) meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2); (q) a joint written instruction to the Title Company instructing it to make the distributions to Sellers in accordance with Section 2.4(b); (r) the Lease Estoppels that have been obtained on or prior to the Closing; (s) the Seller Estoppels, if any; (t) the SNDAs, if any; (u) the Tank Owner Change Forms and any other related documents required to be prepared, executed or delivered by Sellers to Buyers; (v) all affidavits, indemnity agreements and other documents reasonably and customarily required by the Title Company to induce the Title Company to issue the Title Policies for all Owned Real Properties and Ground Leases, in each case to the extent required by the Title Company; (w) five (5) DVD copies of the Data Room Site as of the Closing; and (jx) any such other documents necessary to close Escrowspecific instruments of transfer, conveyance and assignment as the Title Company may reasonably request.

Items to be Delivered by Sellers. At the Closing, Sellers shall deliver deliver, or cause to Escrow Agent with respect be delivered, to the Assets Purchaser the following: (a) the Xxxx of Sale duly executed by Sellers; (b) the Assignment and Assumption Agreement duly executed by Sellers; (c) for each parcel of Purchased Real Property, a special warranty recordable quit-claim deed (collectively, the “Deeds”) substantially in the forms of Exhibit F-1 through Exhibit F-4 as applicable, executed by the appropriate Seller, with all appropriate notarizations and certifications as required by the applicable Governmental Authority; (d) for each parcel of Leasehold Property, a (i) recordable quit-claim deed conveying title to all improvements located on the Leasehold Property (collectively, the “Leasehold Deeds”) substantially in the form of Exhibit G and (ii) an assignment and assumption agreement for any applicable ground lease agreement relating to such parcel of Leasehold Property substantially in the form of Exhibit H (the “DeedAssignment and Assumption of Ground Lease Agreement”), executed by the appropriate Seller, with all appropriate notarizations and certifications as required by the applicable Governmental Authority; (e) certificates of title for all motor vehicles identified in Section 3.1(g) of the Seller Disclosure Schedule, each executed by the appropriate Seller and in a form reasonably satisfactory to the Premisesappropriate state agencies where such motor vehicles are titled; (f) the Transition Services Agreement duly executed by ASARCO; (g) a non-foreign affidavit of each Non-Debtor Seller dated as of the Closing Date in form and substance as required under the Treasury regulations issued pursuant to Section 1445 of the Code; (h) a certificate signed by a duly authorized representative of each Seller certifying that the closing conditions set forth in Sections 11.2(a) and 11.2(b) have been satisfied; (i) certificates of an authorized officer of each Seller to which is attached: (i) true and correct copies of the Organizational Documents of such Seller; (ii) true and correct copies of the resolutions of the Board of Directors for such Seller respecting the transactions contemplated by this Agreement and the Ancillary Agreements; (iii) a certificate respecting the incumbency and true signatures of the officers of such Seller who execute this Agreement and other transaction documents on behalf of such Seller; and (iv) a certificate from the Secretary of State or other applicable Governmental Authority of the State of formation or incorporation, as applicable, dated within 10 days of the Closing Date, with respect to the existence and good standing of such Seller. The certificates required pursuant to this Section 5.2(i) shall certify that the documents referred to in (i) and (ii) above and attached thereto are true and correct copies, have been duly and validly adopted and have not been amended or altered except as reflected therein; (j) the Patent Assignment, dated as of the Closing Date, in the form attached hereto as Exhibit 3.2(aI (the “Patent Assignment”), duly executed by ASARCO; (bk) a xxxx the Trademark Assignment, dated as of sale the Closing Date, in the form attached hereto as Exhibit 3.2(bJ (the “Trademark Assignment”), duly executed by ASARCO; (l) a certified copy of the Plan Confirmation Order authorizing and ratifying the execution and delivery of this Agreement by Sellers, and the consummation by Sellers of the transactions contemplated hereby; (m) for each Arizona water right, claim, Permit, Certificate of Water Right, Statement of Claim, Statement of Claimant, and grandfathered groundwater withdrawal right associated with the Real Property a recordable quit-claim deed conveying title to all of the Assets held by the Real Estate Company (excluding real property) to Buyer; (c) a xxxx of sale such rights, permits, certificates, and claims substantially in the form attached hereto as of Exhibit 3.2(c) conveying title to all of the Assets held F-3, executed by the Operator (excluding real property) to Buyer; (d) an affidavit appropriate Seller, with all appropriate notarizations and certifications as required by the Foreign Investment in Real Property Tax Act and the corresponding applicable provisions of Virginia law, if anyGovernmental Authority; (en) a closing statement setting forth recordable quitclaim deed substantially in the Purchase Priceform of Exhibit F-4 with respect to the unpatented mining claims listed in Section 3.1(o) of the Seller Disclosure Schedule, executed by the amounts of appropriate Seller with all prorated items appropriate notarizations and all credits, debits and costs contemplated certifications as required by this Agreement (the “Closing Statement”)applicable Governmental Authorities; (fo) physical possession of the Assets, including keys, books, records, safe combinations, and all other things reasonably necessary in order for Buyer to commence businessSecurity Agreement duly executed by ASARCO Administration LLC; and (gp) Sellers’ certificate, dated a receipt for the Closing Date, certifying that (i) all representations and warranties of Sellers contained in this Agreement are true and correct in all respects as of the Closing Date; and (ii) Sellers have fully performed in all material respects all obligations, agreements, conditions and commitments required to be fulfilled by Sellers on or prior to the Closing Date; (h) the OTA executed by Sellers, to the extent not previously delivered to Buyer; (i) one (1) original of the executed Repair Notice; and (j) any other documents necessary to close EscrowPayment.

Items to be Delivered by Sellers. At the or prior to Closing, Sellers shall deliver (or cause to Escrow Agent with respect be delivered) the following items to the Assets the followingBuyer: (a) a special warranty deed Certificates representing the Xxxxxx and LUK-Flats Shares and the XxXxxxxxx Transferred Shares, duly endorsed for transfer to Buyer (or accompanied by duly executed stock powers) and certificates representing the “Deed”) Remaining Shares duly endorsed in blank shall be delivered to the PremisesEscrow Agent to be held in accordance with the terms of the Escrow Agreement; (b) Such assignment documents as Buyer may reasonably request to evidence the transfer of the LP Interest by Guida to Buyer, and to evidence the release by Xxxx Xxxx Xxxxx Incorporated of the pledge of the Shares owned on the date hereof by LUK-Flats; (c) The Employment Agreements executed by JAD and KMD and the Consulting and Non-Competition Agreement executed by Xxxxxx; (d) The Option Agreement in the form attached hereto as Exhibit 3.2(a)EXHIBIT D executed by Xxxxxx LLC, Xxxxx LLC, JAD and KMD; (be) a xxxx of sale The Escrow Agreement in the form attached to the Option Agreement executed by Xxxxxx LLC and Xxxxx LLC; (f) The Stockholders' Agreement in the form attached hereto as Exhibit 3.2(b)EXHIBIT E executed by Xxxxxx LLC, conveying title to all of the Assets held by the Real Estate Company (excluding real property) to BuyerXxxxx LLC, JAD and KMD; (cg) a xxxx Certified copies of sale the charter and bylaws, or comparable organizational documents, of the Companies and the Subsidiaries (excluding Southern Maryland Agricultural Association and SMAA II), including all amendments thereto; (h) A Certificate of Good Standing (or its equivalent) issued with respect to each of the Companies and all Subsidiaries (excluding Southern Maryland Agricultural Association and SMAA II), by the jurisdiction of its organization, dated within fifteen (15) days prior to the Closing Date, and verification of such good standing dated within twenty-four (24) hours prior to the Closing Date; (i) The originals of each of the Consents; (j) Legal opinions of counsel to the Companies and counsel to the Sellers (other than Guida) in substantially the form attached hereto as Exhibit 3.2(c) conveying title to all of the Assets held by the Operator (excluding real property) to BuyerEXHIBIT H; (dk) an affidavit as required A certificate executed by the Foreign Investment in Real Property Tax Act each of JAD, KMD and the corresponding applicable provisions Xxxxxx, a general partner of Virginia law, if any; (e) a closing statement setting forth the Purchase PriceGuida on behalf of Guida, the amounts manager of all prorated items Xxxxxx LLC, the manager of Xxxxx LLC, the manager of CMYD LLC, and all creditsan officer of LUK-Flats, debits and costs contemplated by this Agreement dated as of the Closing Date (the “Closing Statement”"Bring Down Certificate"); (f) physical possession of the Assets, including keyscertifying, booksseverally and not jointly, recordsthat, safe combinations, and all other things reasonably necessary in order for Buyer to commence business; and (g) Sellers’ certificate, dated the Closing Date, certifying that except (i) all as disclosed in the Bring Down Certificate, and (ii) to the extent qualified by Knowledge, each of the representations and warranties of Sellers contained made by such Seller in this Agreement are true Section 4 hereof (solely with respect to such Seller's interest in the Stock with respect to representations and correct warranties that relate to such Stock and solely with respect to himself/herself/itself with respect to those representations and warranties that relate individually to a Seller) was accurate in all respects as of the date of this Agreement and is accurate as of the Closing Date; , in accordance with the standard of Knowledge applicable to such Seller, and (ii) Sellers have fully that such Seller has performed in all material respects all obligationsof his, agreements, conditions her or its respective obligations and commitments covenants set forth in this Agreement required to be fulfilled by Sellers performed on or prior to the Closing Date; (hl) The minute books, corporate seal, if any, and ownership records for LRAI since 1984 and for PRAI since 1986, and all other minute books, corporate seals and ownership records for the OTA executed by Companies and the Subsidiaries in Sellers, to the extent not previously delivered to Buyer' possession; (im) one All such other documents, agreements, certificates or materials referred to herein as then deliverable by Sellers or reasonably requested by Buyer to transfer, assign and convey good and marketable title to the Xxxxxx and LUK-Flats Shares, the XxXxxxxxx Transferred Shares and the LP Interest to Buyer, and to consummate the other transactions contemplated hereby; (1n) original Written resignations of all directors of LRAI, PRAI, the Jockey Club or any Subsidiary whom JAD chooses not to nominate as directors pursuant to the Stockholders' Agreement in his sole and absolute discretion; (o) Amendments to the bylaws of PRAI, LRAI, the Jockey Club and any corporate Subsidiary as may be necessary to set the number of seats of the board of directors of each such entity at seven (7); (p) The Keep Well Agreement executed Repair Noticeby an appropriate officer of LUK-Flats and Xxxxxxx Enterprises, Inc.; (q) The Xxxxxx Letter executed by Xxxxxx; (r) The Formation Agreement and the Guaranty Agreement executed by JAD, KMD, Xxxxxx, a general partner of Guida and an appropriate officer of LUK-Flats; (s) The JKC Guaranty Agreement executed by each of JAD, KMD, Xxxxxx and LUK-Flats; (t) Written resignation of Xxxxxx from the management committee of Triple Crown Productions, LLC and from any other organization on which he serves on behalf of the Companies or the Subsidiaries; (u) An agreement terminating the Buy/Sell Agreement; and (jv) any other documents necessary to close EscrowThe Xxxxxx LLC/Xxxxx LLC Option Agreement executed by the manager of Xxxxxx LLC and the manager of Xxxxx LLC.