Common use of Other Closing Deliveries Clause in Contracts

Other Closing Deliveries. Buyer shall have received at or prior to the Closing: (i) a certificate from the Company, dated the Closing Date, signed by an executive officer of the Company in such capacity, certifying as to the satisfaction of the conditions specified in Sections 6.2(a) and 6.2(c); (ii) a certificate from each Seller, dated the Closing Date, signed by such Seller, certifying as to the satisfaction of the conditions specified in Section 6.2(b) with respect to such Seller; (iii) a certificate from: (A) the Secretary of the Company certifying as to (I) copies of the Company’s Governing Documents as in effect as of the Closing Date, (II) the resolutions of the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which the Company is or is required to be a party, and the consummation of each of the transactions contemplated hereby and thereby, and (III) the incumbency of officers authorized to execute this Agreement or any other Transaction Document to which the Company is or is required to be a party; and (B) the secretary (or equivalent officer or manager) of each Seller that is not an individual certifying as to the resolutions of such Seller’s board or directors (or equivalent governing body) authorizing the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which such Seller is or is required to be a party, and the consummation of each of the transactions contemplated hereby and thereby; (iv) good standing certificates for the Company certified as of a date no later than thirty (30) days prior to the Closing Date from the Secretary of State of the State of Delaware and from the proper Governmental Authority for each other jurisdiction in which the Company is qualified to do business as a foreign corporation as of the Closing (to the extent that good standing certificates or similar documents are generally available in such jurisdictions); (v) the Escrow Agreement duly executed by each of the Seller Representative and the Escrow Agent; (vi) a duly executed copy of an Option Election Agreement substantially in the form of Exhibit B hereto for each Optionholder; (vii) Noncompetition Agreements in substantially the forms attached hereto as Exhibit C (each, a “Noncompetition Agreement”), duly executed by each of the Sellers (or their Affiliates) as identified on Schedule 6.2(d)(vii); (viii) Employment Agreements from the Company in substantially the form attached hereto as Exhibit D (each, an “Employment Agreement”) for each of the Company employees identified on Schedule 6.2(d)(viii) (each, a “Key Employee”), duly executed by such Key Employee and the Company; (ix) the Flow of Funds Memo (and any updates thereto) from the Company pursuant to Section 1.3 hereof; (x) from each Seller, certificates representing the Purchased Shares (or duly executed affidavits of lost stock certificates in form and substance reasonably acceptable to Buyer), duly endorsed or accompanied by stock powers duly executed in blank and otherwise in form reasonably acceptable for transfer on the books of the Company; (xi) copies of payoff letters from each lender of Indebtedness included in Net Debt in form and substance reasonably satisfactory to Buyer; (xii) a written resignation from each of the officers and directors of the Company effective as of the Closing; (xiii) an affidavit of non-foreign status for each Seller dated as of the Closing Date in form and substance required under Section 1445 of the Code thereunder such that Buyer is exempt from withholding any portion of the purchase price under Section 1445 of the Code; (xiv) executed documents reasonably satisfactory to Buyer to allow the Company, effective as of the Closing, to transfer all Company bank account authorizations to representatives designated by Buyer; (xv) a General Release substantially in the form of Exhibit F hereto, duly executed by each of the Sellers; (xvi) a waiver and consent from the spouse of any Seller that is a married individual consenting to the transactions contemplated herein and waiving any rights in and to such Seller’s Purchased Shares in form and substance reasonably acceptable to the Seller Representative; (xvii) a copy of the Company’s Certificate of Incorporation, as amended, certified by Secretary of State of Delaware as of a date no more than ten (10) Business Days prior to the Closing Date; and (xviii) a Change of Control Letter duly executed by the Company and each of the Persons identified on Schedule 6.2(d)(xviii).

Other Closing Deliveries. Buyer shall have received at or prior to (a) At the Closing, Purchaser shall deliver to Seller (or one or more other Seller Entities designated by Seller) the following: (i) a certificate from the Companypayment, dated the Closing Date, signed by an executive officer of the Company wire transfer(s) to one or more bank accounts designated in writing by Seller (such capacity, certifying as to the satisfaction of the conditions specified in Sections 6.2(a) and 6.2(c); (ii) a certificate from each Seller, dated the Closing Date, signed by such Seller, certifying as to the satisfaction of the conditions specified in Section 6.2(b) with respect to such Seller; (iii) a certificate from: (A) the Secretary of the Company certifying as to (I) copies of the Company’s Governing Documents as in effect as of the Closing Date, (II) the resolutions of the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which the Company is or is required designation to be a party, and the consummation of each of the transactions contemplated hereby and thereby, and made by Seller at least two (III) the incumbency of officers authorized to execute this Agreement or any other Transaction Document to which the Company is or is required to be a party; and (B) the secretary (or equivalent officer or manager) of each Seller that is not an individual certifying as to the resolutions of such Seller’s board or directors (or equivalent governing body) authorizing the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which such Seller is or is required to be a party, and the consummation of each of the transactions contemplated hereby and thereby; (iv) good standing certificates for the Company certified as of a date no later than thirty (30) days prior to the Closing Date from the Secretary of State of the State of Delaware and from the proper Governmental Authority for each other jurisdiction in which the Company is qualified to do business as a foreign corporation as of the Closing (to the extent that good standing certificates or similar documents are generally available in such jurisdictions); (v) the Escrow Agreement duly executed by each of the Seller Representative and the Escrow Agent; (vi) a duly executed copy of an Option Election Agreement substantially in the form of Exhibit B hereto for each Optionholder; (vii) Noncompetition Agreements in substantially the forms attached hereto as Exhibit C (each, a “Noncompetition Agreement”), duly executed by each of the Sellers (or their Affiliates) as identified on Schedule 6.2(d)(vii); (viii) Employment Agreements from the Company in substantially the form attached hereto as Exhibit D (each, an “Employment Agreement”) for each of the Company employees identified on Schedule 6.2(d)(viii) (each, a “Key Employee”), duly executed by such Key Employee and the Company; (ix) the Flow of Funds Memo (and any updates thereto) from the Company pursuant to Section 1.3 hereof; (x) from each Seller, certificates representing the Purchased Shares (or duly executed affidavits of lost stock certificates in form and substance reasonably acceptable to Buyer), duly endorsed or accompanied by stock powers duly executed in blank and otherwise in form reasonably acceptable for transfer on the books of the Company; (xi) copies of payoff letters from each lender of Indebtedness included in Net Debt in form and substance reasonably satisfactory to Buyer; (xii) a written resignation from each of the officers and directors of the Company effective as of the Closing; (xiii) an affidavit of non-foreign status for each Seller dated as of the Closing Date in form and substance required under Section 1445 of the Code thereunder such that Buyer is exempt from withholding any portion of the purchase price under Section 1445 of the Code; (xiv) executed documents reasonably satisfactory to Buyer to allow the Company, effective as of the Closing, to transfer all Company bank account authorizations to representatives designated by Buyer; (xv) a General Release substantially in the form of Exhibit F hereto, duly executed by each of the Sellers; (xvi) a waiver and consent from the spouse of any Seller that is a married individual consenting to the transactions contemplated herein and waiving any rights in and to such Seller’s Purchased Shares in form and substance reasonably acceptable to the Seller Representative; (xvii) a copy of the Company’s Certificate of Incorporation, as amended, certified by Secretary of State of Delaware as of a date no more than ten (102) Business Days prior to the Closing Date), an amount in immediately available funds equal to the Closing Secondary Equity Interests Cash Consideration; (ii) the certificate to be delivered pursuant to Section 8.3(c); (iii) a counterpart of the Amended and Restated LLC Agreement, duly executed by Xxxxxxxxx; (iv) a counterpart of the Registration Rights Agreement, duly executed by Xxxxxxxxx; (v) an IRS form W-9 from Purchaser (or, if Purchaser is disregarded as separate from another Person, such other Person); and (xviiivi) any other instruments or documents that are necessary to effect the transactions contemplated by this Agreement. (b) At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser the following: (i) customary evidence of (A) the assignment of the Secondary Equity Interests to the Purchaser and (B) the allotment and issuance of the Primary Equity Interests to Purchaser; (ii) the certificate to be delivered pursuant to Section 8.2(d); (iii) a Change counterpart of Control Letter the Transition Services Agreement, duly executed by the Company Purchased Entity and each Seller Entity named as a party thereto; (iv) a counterpart of the Amended and Restated LLC Agreement, duly executed by the Purchased Entity and each Seller Entity named as a party thereto; (v) a counterpart of the Registration Rights Agreement, duly executed by the Purchased Entity and each Seller Entity named as a party thereto; (vi) only if and to the extent, between the date hereof and the Closing, the Seller or any of its Subsidiaries (including the Purchased Entity) incurs any indebtedness for borrowed money secured by any Transferred Assets (any such indebtedness, “Interim Secured Debt”), customary lien release documents, executed from the Persons identified to whom such Interim Secured Debt is owed (or the applicable agent thereunder on Schedule 6.2(d)(xviiitheir behalf) which shall provide that the Liens on the Transferred Assets securing such Interim Secured Debt shall, prior to or substantially concurrently with the Closing, be released and terminated; (vii) an IRS form W-9 from each Seller Entity (or, in the case of a Seller Entity that is disregarded as separate from another Person, such other Person); and (viii) any other instruments or documents that are necessary to effect the transactions contemplated by this Agreement.

Other Closing Deliveries. Buyer The Seller Parties shall have received at or prior deliver to Purchaser the Closingfollowing: (ia) a certificate from the CompanySellers’ Customer List, dated the Closing Date, signed by an executive officer of the Company in such capacity, certifying as to the satisfaction of the conditions specified in Sections 6.2(a) and 6.2(c); (ii) a certificate from each Seller, dated the Closing Date, signed by such Seller, certifying as to the satisfaction of the conditions specified in Section 6.2(b) with respect to such Seller; (iii) a certificate from: (A) the Secretary of the Company certifying as to (I) copies of the Company’s Governing Documents as in effect updated as of the Closing Date, (II) the resolutions of the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which the Company is or is required to be a party, and the consummation of each of the transactions contemplated hereby and thereby, and (III) the incumbency of officers authorized to execute this Agreement or any other Transaction Document to which the Company is or is required to be a party; and (B) the secretary (or equivalent officer or manager) of each Seller that is not an individual certifying as to the resolutions of such Seller’s board or directors (or equivalent governing body) authorizing the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which such Seller is or is required to be a party, and the consummation of each of the transactions contemplated hereby and thereby; (ivb) good standing certificates for the Company certified as of a date no later than thirty (30) days prior to Assumption Agreement and the Closing Date from the Secretary of State of the State of Delaware and from the proper Governmental Authority for each other jurisdiction in which the Company is qualified to do business as a foreign corporation as of the Closing (to the extent that good standing certificates or similar documents are generally available in such jurisdictions)Joint Contract Assumption Agreement, duly executed by Sellers; (vc) the Escrow Agreement duly executed by each General Assignment and Bxxx of the Seller Representative and the Escrow Agent; (vi) a duly executed copy of an Option Election Agreement Sale, substantially in the form of Exhibit B hereto for each Optionholder8.8(c) attached hereto, duly executed by Sellers; (viid) Noncompetition Agreements the Non-Competition Agreement, substantially in substantially the forms form of Exhibit 8.8(d) attached hereto as (the “Non-Competition Agreement”), duly executed by Sellers and the Shareholder; (e) the Non-Competition Agreement, substantially in the form of Exhibit C 8.8(e) attached hereto (each, a “Noncompetition AgreementNon-Competition Agreement for Management”), duly executed by each of the Sellers (or their Affiliates) as identified on Schedule 6.2(d)(vii)Fxxxx X. Xxxxxx, Xx. and Txxx Xxxxxxxx; (viiif) Employment Agreements from the Company Transition Services Agreement, substantially in substantially the form of Exhibit 8.8(f) attached hereto as Exhibit D (each, an the “Employment Transition Services Agreement”) for each of the Company employees identified on Schedule 6.2(d)(viii) (each, a “Key Employee”), duly executed by such Key Employee and the CompanySellers; (ixg) the Flow Trademark License Agreement, substantially in the form of Funds Memo Exhibit 8.8(g) attached hereto (and any updates thereto) from the Company pursuant to Section 1.3 hereof“License Agreement”), duly executed by Sellers; (xh) from the Escrow Agreement, duly executed by Sellers and the Escrow Agent; (i) a certificate of the secretary of each Seller, certificates representing the Purchased Shares (or duly executed affidavits of lost stock certificates in form and substance reasonably acceptable to Buyer), duly endorsed or accompanied by stock powers duly executed in blank and otherwise in form reasonably acceptable for transfer on the books of the Company; (xi) copies of payoff letters from each lender of Indebtedness included in Net Debt in form and substance reasonably satisfactory to BuyerPurchaser, certifying that (i) attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation of such Seller, certified as of a recent date by the Secretary of State of such Seller’s state of incorporation and the bylaws of such Seller, (B) to the extent applicable, resolutions duly adopted by the board of directors and the shareholders authorizing the performance of the transactions contemplated by this Agreement and the execution and delivery of the Transaction Documents to which it is a party and (C) a certificate of existence or good standing as of a recent date of Seller from such Seller’s state of incorporation, (ii) the resolutions referenced in subsection (i)(B) are still in effect and (iii) nothing has occurred since the date of the issuance of the certificate(s) referenced in subsection (i)(C) that would adversely affect such Seller’s existence or good standing in such jurisdiction; (xiij) a written resignation from certificate of each of the officers and directors of the Company effective as of the Closing; (xiii) an affidavit of Seller’s non-foreign status for each Seller dated as set forth in Treasury Regulation Section 1445-2(b); (k) an offer letter and a confidentiality, non-solicitation and non-competition agreement, in a form reasonably satisfactory to Purchaser, duly executed by Txxx Xxxxxx as of the date hereof and effective as of the Closing Date in form (and substance required under Section 1445 of delivered to Purchaser on or prior to the Code thereunder such that Buyer is exempt from withholding any portion of the purchase price under Section 1445 of the Codedate hereof); (xivl) executed documents reasonably satisfactory to Buyer to allow the Company, effective as of the Closing, to transfer all Company bank account authorizations to representatives designated by Buyer; (xv) a General Release substantially in the form of Exhibit F heretoClosing Statement, duly executed by each of the Sellers; (xvi) a waiver and consent from the spouse of any Seller that is a married individual consenting to the transactions contemplated herein and waiving any rights in and to such Seller’s Purchased Shares in form and substance reasonably acceptable to the Seller Representative; (xvii) a copy of the Company’s Certificate of Incorporation, as amended, certified by Secretary of State of Delaware as of a date no more than ten (10) Business Days prior to the Closing DateParties; and (xviiim) a Change such other bills of Control Letter sale, assignments and other instruments of transfer or conveyance, duly executed by the Company Sellers, as may be reasonably requested by Purchaser to effect the sale, conveyance and each delivery of the Persons identified on Schedule 6.2(d)(xviii)Purchased Assets to Purchaser, and a Form W-9, duly executed by the Sellers.

Other Closing Deliveries. Buyer Sellers shall have received at or prior to the Closing: (i) a certificate from the CompanyBuyer, dated the Closing Date, signed by an executive officer of the Company Buyer in such capacity, certifying as to the satisfaction of the conditions specified in Sections 6.2(a7.3(a) and 6.2(c7.3(b); (ii) a certificate from each Seller, dated the Closing Date, signed by such Seller, certifying as to the satisfaction of the conditions specified in Section 6.2(b) with respect to such Seller; (iii) a certificate from: (A) the Secretary of the Company Buyer’s secretary certifying as to (Ii) copies of the CompanyBuyer’s Governing Documents as in effect as of the Closing Date, (IIii) the resolutions of the CompanyBuyer’s board of directors authorizing the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which the Company Buyer is or is required to be a party, and the consummation of each of the transactions contemplated hereby and thereby, and (IIIiii) the incumbency of officers authorized to execute this Agreement or any other Transaction Document to which the Company is or is required to be a party; and (B) the secretary (or equivalent officer or manager) of each Seller that is not an individual certifying as to the resolutions of such Seller’s board or directors (or equivalent governing body) authorizing the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which such Seller is or is required to be a party, and the consummation of each of the transactions contemplated hereby and thereby; (iviii) good standing certificates for the Company Buyer certified as of a date no later than thirty sixty (3060) days prior to the Closing Date from the Secretary of State of the State of Delaware Nevada and from the proper Governmental Authority for each other jurisdiction in which the Company Buyer is qualified to do business as a foreign corporation as of the Closing (to the extent that good standing certificates or similar documents are generally available in such jurisdictions); (iv) a duly executed legal opinion addressed to Sellers and dated as of the Closing Date from Buyer’s legal counsel, in form and substance reasonably satisfactory to Sellers; (v) a written resignation, effective as of the Escrow Agreement duly executed by Closing, from each of the Seller Representative officers and directors of Buyer so that the Escrow Agentprovisions of Section 6.9 are satisfied; (vi) a duly executed copy of an Option Election Agreement substantially in the form of Exhibit B hereto for each Optionholder; (vii) Noncompetition Agreements in substantially the forms attached hereto as Exhibit C (each, a “Noncompetition Agreement”), duly executed by each of the Sellers (or their Affiliates) as identified on Schedule 6.2(d)(vii); (viii) Employment Agreements from the Company in substantially the form attached hereto as Exhibit D (each, an “Employment Agreement”) for each of the Company employees identified on Schedule 6.2(d)(viii) (each, a “Key Employee”), duly executed by such Key Employee and the Company; (ix) the Flow of Funds Memo (and any updates thereto) from the Company pursuant to Section 1.3 hereof; (x) from each SellerBuyer, certificates representing the Purchased Exchange Shares (or duly executed affidavits of lost stock certificates in form and substance reasonably acceptable to BuyerSellers), duly endorsed or accompanied by stock powers duly executed in blank and otherwise in form reasonably acceptable for transfer on the books of the Company; (xi) copies of payoff letters from each lender of Indebtedness included in Net Debt in form and substance reasonably satisfactory to Buyer; (xiivii) a written resignation from each of the officers and directors of the Company effective as of the Closing; (xiii) an affidavit of non-foreign status for each Seller dated as of the Closing Date in form and substance required under Section 1445 of the Code thereunder such that Buyer is exempt from withholding any portion of the purchase price under Section 1445 of the Code; (xiv) executed documents reasonably satisfactory to Buyer to allow the CompanyExchange Warrants, effective as of the Closing, to transfer all Company bank account authorizations to representatives designated by Buyer; (xv) a General Release substantially in the form of Exhibit F hereto, duly executed by each of the Sellers; (xvi) a waiver and consent from the spouse of any Seller that is a married individual consenting to the transactions contemplated herein and waiving any rights in and to such Seller’s Purchased Shares in form and substance reasonably acceptable to the Seller RepresentativeSellers, duly executed by Buyer; (xviiviii) the Seller Lock-Up Agreement, duly executed by Buyer; (ix) a copy of the Company’s Certificate Amended and Restated Employment Agreement between Buyer and Xxxxxxx Xxxxxxxx, in form and substance reasonably acceptable to Sellers (the “Amended Employment Agreement”), duly executed by Buyer and Xx. Xxxxxxxx; (x) an Amended and Restated Promissory Note with [___________________] to amend and restate the [____________] Convertible Note so that it is no longer convertible into equity of IncorporationBuyer and to extend part of the payment date for the [____________] Convertible Note, as amended, certified by Secretary of State of Delaware as of a date no more than ten (10) Business Days prior in form and substance reasonably acceptable to the Closing DateSellers; and (xviiixi) a Change an Amended and Restated Promissory Note with [__________] to amend and restate the [_____________] Convertible Note so that it is no longer convertible into equity of Control Letter duly executed by the Company Buyer and each to extend part of the Persons identified on Schedule 6.2(d)(xviii)payment date for the [____________] Convertible Note, in form and substance reasonably acceptable to Sellers.

Other Closing Deliveries. Buyer shall have received at In addition to any other documents to be delivered under other provisions of this Agreement, on or prior before Closing, each in a form mutually agreed to by the ClosingParties: (a) Seller shall deliver to Buyer: (i) a certificate from the Company, dated the Closing Date, signed by an executive officer each of the Company in such capacity, certifying as to the satisfaction of the conditions specified in Sections 6.2(a) and 6.2(c); Schedules referenced herein; (ii) a certificate from each Bill of Sale duly executed by Seller, dated the Closing Date, signed by such Seller, certifying as to the satisfaction of the conditions specified in Section 6.2(b) with respect to such Seller; ; (iii) an Assignment and Assumption Agreement duly executed by Seller; (iii) an Assignment of Intellectual Property Rights duly executed by Seller; (iv) such other instruments of transfer as are reasonably required to transfer the Assets, duly executed by Seller; (v) a certificate from: Transition Services Agreement duly executed by Seller; (Avi) the Secretary third party consents listed on Schedule 1.07(a)(vi); (vii) documentation satisfactory to Buyer evidencing the release or authorizing the release, of the Company certifying as to (I) copies of the Company’s Governing Documents as in effect any liens existing as of the Closing Date, (II) the resolutions Date on any of the CompanyAssets (other than Permitted Liens); (viii) a Manager’s board Certificate certifying and attaching all requisite resolutions or actions of directors authorizing the execution, Seller’s managers and members approving execution and delivery and performance of this Agreement and each of the other Transaction Documents to which the Company is or is required to be a party, and the consummation of each of the transactions contemplated hereby and thereby, and Agreement; (III) the incumbency of officers authorized to execute this Agreement or any other Transaction Document to which the Company is or is required to be a party; and (B) the secretary (or equivalent officer or manager) of each Seller that is not an individual certifying as to the resolutions of such Seller’s board or directors (or equivalent governing body) authorizing the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which such Seller is or is required to be a party, and the consummation of each of the transactions contemplated hereby and thereby; (iv) good standing certificates for the Company certified as of a date no later than thirty (30) days prior to the Closing Date from the Secretary of State of the State of Delaware and from the proper Governmental Authority for each other jurisdiction in which the Company is qualified to do business as a foreign corporation as of the Closing (to the extent that good standing certificates or similar documents are generally available in such jurisdictions); (v) the Escrow Agreement duly executed by each of the Seller Representative and the Escrow Agent; (viix) a duly executed copy of an Option Election Agreement substantially in the form of Exhibit B hereto for each Optionholder; (vii) Noncompetition Agreements in substantially the forms attached hereto as Exhibit C (each, a “Noncompetition Non-Competition Agreement”), duly executed by each of the Sellers person listed in Schedule 1.07(a)(ix); and (or their Affiliatesx) as identified on Schedule 6.2(d)(vii); (viii) Employment Agreements from the Company in substantially the form attached hereto as Exhibit D (each, an “Employment Agreement”) for each of the Company employees identified on Schedule 6.2(d)(viii) (each, a “Key Employee”), FIRPTA certificate duly executed by such Key Employee and the Company;Seller. (ixb) Buyer shall deliver to Seller: (i) the Flow of Funds Memo (and any updates thereto) from the Company pursuant to Section 1.3 hereof; (x) from each Seller, certificates representing the Purchased Shares (or duly executed affidavits of lost stock certificates in form and substance reasonably acceptable to Buyer), duly endorsed or accompanied by stock powers duly executed in blank and otherwise in form reasonably acceptable for transfer on the books of the Company; (xi) copies of payoff letters from each lender of Indebtedness included in Net Debt in form and substance reasonably satisfactory to Buyer; (xii) a written resignation from each of the officers and directors of the Company effective as of the Closing; (xiii) an affidavit of non-foreign status for each Seller dated as of the Closing Date in form and substance required under Section 1445 of the Code thereunder such that Buyer is exempt from withholding any Payment portion of the purchase price under Section 1445 of Purchase Price; (ii) the Code; (xiv) executed documents reasonably satisfactory to Buyer to allow the Company, effective as of the Closing, to transfer all Company bank account authorizations to representatives designated by Buyer; (xv) a General Release substantially in the form of Exhibit F hereto, Assignment and Assumption Agreement duly executed by each of Buyer; (iii) the Sellers; (xvi) a waiver and consent from the spouse of any Seller that is a married individual consenting to the transactions contemplated herein and waiving any rights in and to such Seller’s Purchased Shares in form and substance reasonably acceptable to the Seller Representative; (xvii) a copy of the Company’s Certificate of Incorporation, as amended, certified by Secretary of State of Delaware as of a date no more than ten (10) Business Days prior to the Closing Date; and (xviii) a Change of Control Letter Transition Services Agreement duly executed by the Company Buyer; and each (iv) an Officer’s Certificate certifying and attaching all requisite resolutions or actions of the Persons identified on Schedule 6.2(d)(xviii).Buyer’s directors and stockholders approving execution and delivery of this Agreement;

Other Closing Deliveries. Buyer (a) At the Initial Closing, Sellers shall have received at deliver, or prior cause to the Closingbe delivered, to Buyer: (i) a certificate from evidence reasonably satisfactory to Buyer that the CompanyIntercompany Agreements to be terminated, dated commuted, released or discharged in accordance with Section 6.3(b) have been so terminated, commuted, released or discharged, as applicable; provided, that any Intercompany Agreements terminated, commuted, released or discharged pursuant to and in accordance with the Closing Date, signed by an executive officer terms of the Company in such capacity, certifying as Transition Agreement shall be deemed to the satisfaction of the conditions specified in Sections 6.2(a) and 6.2(c)be satisfactory to Buyer; (ii) a certificate from of an authorized officer of each Seller, dated as of the Initial Closing Date, signed by such Seller, certifying as to the satisfaction of effect that the conditions specified in Section 6.2(b7.2(a) with respect to such Sellerand Section 7.2(b) have been satisfied by each Seller and the Group Companies; (iii) a certificate from: (A) the Secretary certified copy of the Company certifying as to (I) copies of the Company’s Governing Documents as in effect as of the Closing Date, (II) the resolutions of the Companyeach Seller’s board of directors authorizing the execution, execution and delivery and performance of this Agreement and each the Instrument of the other Transaction Documents to which the Company is or is required to be a party, Assignment and the consummation of each of the transactions contemplated hereby and thereby, and (III) the incumbency of officers authorized to execute this Agreement or any other Transaction Document to which the Company is or is required to be a party; and (B) the secretary (or equivalent officer or manager) of each Seller that is not an individual certifying as to the resolutions of such Seller’s board or directors (or equivalent governing body) authorizing the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which such Seller is or is required to be a party, and the consummation of each of the transactions contemplated hereby and thereby; (iv) good standing certificates for the Company a certified as of a date no later than thirty (30) days prior to the Closing Date from the Secretary of State copy of the State resolutions of Delaware RemainCo’s board of directors (or equivalent governing body) authorizing the execution and from the proper Governmental Authority for each other jurisdiction in which the Company is qualified to do business as a foreign corporation as delivery of the Closing (to RemainCo Railcar Management Agreement(s) and the extent that good standing certificates or similar documents are generally available in such jurisdictions)consummation of the transactions contemplated thereby; (v) the Escrow Agreement duly executed by written resignations of each of the Seller Representative and managers or directors (or, in the Escrow Agentcase of the Company, each member of the executive committee) of each Group Company in their capacities as such, which resignations shall be effective as of the Initial Closing, except for such managers or directors that Buyer specifies in writing to Sellers prior to the Initial Closing Date or any managers or directors that are required by the Group Company Credit Facilities to remain in place; (vi) a duly executed copy written resignations of each of the officers of each Group Company who is an Option Election Agreement substantially employee of Sellers or any Sellers’ Affiliate (other than any Group Company) or who is listed on Section 6.3(c) of the Company Disclosure Schedule, which resignations shall be effective as of the Initial Closing, except for any such officers that Buyer specifies in writing to Sellers prior to the form of Exhibit B hereto for each OptionholderInitial Closing Date; (vii) Noncompetition Agreements a certificate from each Seller or, if any Seller is an entity disregarded as separate from its tax owner, each such tax owner, in substantially the forms attached hereto form and substance as Exhibit C prescribed by Treasury Regulations promulgated under Code section 1445, stating that each Seller (eachor, if applicable, such tax owner) is not a “Noncompetition Agreement”)foreign person” within the meaning of Code section 1445; and if any Seller (or, duly executed by each of if applicable, such tax owner) fails to provide such certificate, Buyer shall have the Sellers (or their Affiliates) as identified on Schedule 6.2(d)(vii)right pursuant to Section 2.6 to withhold any amounts required to be withheld under the Code and applicable law, and proceed with the Initial Closing; (viii) Employment Agreements from if applicable, the Payoff Letters required to be delivered pursuant to Section 6.18(b), Section 6.19(a) and Section 6.20(a) (and, if applicable, Payoff Letters required to be delivered pursuant to Section 6.22) and evidence reasonably satisfactory to Buyer that any and all Liens on all railcars or rolling stock constituting Final Directive Cars granted in connection with Group Company in substantially Credit Facilities have been terminated or released, or will be terminated or released concurrently with the form attached hereto as Exhibit D (each, an “Employment Agreement”) for each occurrence of the Company employees identified on Schedule 6.2(d)(viii) (each, a “Key Employee”), duly executed by such Key Employee and the CompanyInitial Closing Date; (ix) the Flow of Funds Memo (and any updates thereto) from final documents utilized to effect the Company actions to be taken pursuant to Section 1.3 hereof6.25(b) to transfer the Final Directive Cars to RemainCo and to transfer the equity of RemainCo to Sellers; (x) from each Sellerif applicable, certificates representing documentary evidence reasonably satisfactory to Buyer that the Purchased Shares (or duly executed affidavits of lost stock certificates in form Substitution was effected and substance reasonably acceptable to Buyer), duly endorsed or accompanied by stock powers duly executed in blank and otherwise in form reasonably acceptable for transfer on that no Final Directive Cars are pledged as collateral under the books of the CompanyNCF II Credit Agreement; (xi) copies the RemainCo Railcar Management Agreement(s), duly executed by RemainCo and the Company; and (xii) such other certificates (including secretary, incumbency and good standing certificates), documents and instruments as may be reasonably necessary for Sellers to consummate the transactions contemplated by this Agreement with respect to the Initial Closing. (b) At the Initial Closing, Buyer shall deliver, or cause to be delivered, to Sellers: (i) a certificate of payoff letters an authorized officer of Buyer, dated as of the Initial Closing Date, to the effect that the conditions specified in Section 7.3(a) and Section 7.3(b) have been satisfied; (ii) a certified copy of the resolutions of Buyer’s board of directors (or other governing body) authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; and (iii) such other certificates (including secretary, incumbency and good standing certificates), documents and instruments as may be reasonably necessary for Buyer to consummate the transactions contemplated by this Agreement with respect to the Initial Closing. (c) At each Subsequent Closing, Sellers shall deliver, or cause to be delivered, to Buyer: (i) a certified copy of the resolutions of RemainCo’s board of directors (or equivalent governing body) authorizing the sale of the Option Cars and the execution and delivery of the Ancillary Documents required by such Subsequent Closing and the consummation of the transactions contemplated thereby; (ii) a certificate from each lender of Indebtedness included in Net Debt RemainCo or, if RemainCo is an entity disregarded as separate from its tax owner, such tax owner, in form and substance reasonably satisfactory as prescribed by Treasury Regulations promulgated under Code section 1445, stating that RemainCo (or, if applicable, such tax owner) is not a “foreign person” within the meaning of Code section 1445; and if RemainCo (or, if applicable, such tax owner) fails to Buyer; (xii) a written resignation from each of provide such certificate, Buyer shall have the officers right pursuant to Section 2.6 to withhold any amounts required to be withheld under the Code and directors of applicable law, and proceed with the Company effective as of the Subsequent Closing; (xiiiiii) an affidavit executed Option Xxxx of non-foreign status for each Seller dated as of the Closing Date in form and substance required under Section 1445 of the Code thereunder such that Buyer is exempt from withholding any portion of the purchase price under Section 1445 of the CodeSale; (xiviv) an executed documents reasonably satisfactory to Buyer to allow the Company, effective as of the Closing, to transfer all Company bank account authorizations to representatives designated by BuyerOption Assignment and Assumption Agreement; (xvv) a General Release substantially in the form of Exhibit F hereto, duly an executed by each of the SellersSubsequent Closing Certificate; (xvivi) a waiver and consent from the spouse of any Seller that is a married individual consenting documents required to be delivered on or prior to such Subsequent Closing pursuant to Section 6.5, to the transactions contemplated herein and waiving any rights in and extent not already delivered to such Seller’s Purchased Shares in form and substance reasonably acceptable to the Seller Representative; (xvii) a copy of the Company’s Certificate of Incorporation, as amended, certified by Secretary of State of Delaware as of a date no more than ten (10) Business Days prior to the Closing DateBuyer; and (xviiivii) such other certificates (including secretary, incumbency and good standing certificates), documents and instruments as may be reasonably necessary for Sellers and RemainCo to consummate the transactions contemplated by this Agreement with respect to such Subsequent Closing. (d) At each Subsequent Closing, Buyer shall deliver, or cause to be delivered, to Sellers: (i) a Change of Control Letter duly executed by the Company and each certified copy of the Persons identified on Schedule 6.2(d)(xviiiresolutions of Buyer’s board of directors (or other governing body) authorizing the execution and delivery of the Ancillary Documents required by such Subsequent Closing and the consummation of the transactions contemplated thereby (ii) an executed Option Xxxx of Sale; (iii) an executed Option Assignment and Assumption Agreement; (iv) a certificate of an authorized officer of Buyer, dated as of such Subsequent Closing Date, to the effect that the conditions specified in Section 7.6(a) have been satisfied; and (v) such other certificates (including secretary, incumbency and good standing certificates), documents and instruments as may be reasonably necessary for Buyer to consummate the transactions contemplated by this Agreement with respect to such Subsequent Closing.

Other Closing Deliveries. Buyer shall have received at or prior to At the Closing, in addition to Sellers’ delivery of certificates representing all of the Purchased Shares as specified in Section 1.2(a) and Buyer’s payment of the amounts specified in Section 1.2(b), and as otherwise set forth herein: (ia) Sellers shall deliver, or cause to be delivered, to Buyer the letters of resignation described in Section 5.8; (b) Sellers shall deliver, or cause to be delivered, to Buyer a certificate from the Company, dated the Closing Date, signed by an executive officer receipt for payment of the Company in such capacity, certifying as to the satisfaction of the conditions amount specified in Sections 6.2(a) and 6.2(cSection 1.2(b); (iic) a Sellers shall deliver to Buyer the certificate from each Seller, dated the Closing Date, signed contemplated by such Seller, certifying as to the satisfaction of the conditions specified in Section 6.2(b) with respect to such Seller; (iii) a certificate from: (A) the Secretary of the Company certifying as to (I) copies of the Company’s Governing Documents as in effect as of the Closing Date, (II) the resolutions of the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which the Company is or is required to be a party, and the consummation of each of the transactions contemplated hereby and thereby, and (III) the incumbency of officers authorized to execute this Agreement or any other Transaction Document to which the Company is or is required to be a party; and (B) the secretary (or equivalent officer or manager) of each Seller that is not an individual certifying as to the resolutions of such Seller’s board or directors (or equivalent governing body) authorizing the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which such Seller is or is required to be a party, and the consummation of each of the transactions contemplated hereby and thereby; (iv) good standing certificates for the Company certified as of a date no later than thirty (30) days prior to the Closing Date from the Secretary of State of the State of Delaware and from the proper Governmental Authority for each other jurisdiction in which the Company is qualified to do business as a foreign corporation as of the Closing (to the extent that good standing certificates or similar documents are generally available in such jurisdictions7.2(a); (vd) the Escrow Agreement duly executed by each of the Seller Representative and the Escrow Agent; (vi) a duly executed copy of an Option Election Agreement substantially in the form of Exhibit B hereto for each Optionholder; (vii) Noncompetition Agreements in substantially the forms attached hereto as Exhibit C (each, a “Noncompetition Agreement”), duly executed by each of the Sellers (or their Affiliates) as identified on Schedule 6.2(d)(vii); (viii) Employment Agreements from the Company in substantially the form attached hereto as Exhibit D (each, an “Employment Agreement”) for each of the Company employees identified on Schedule 6.2(d)(viii) (each, a “Key Employee”), duly executed by such Key Employee and the Company; (ix) the Flow of Funds Memo (and any updates thereto) from the Company pursuant shall have delivered to Section 1.3 hereof; (x) from each Seller, Buyer certificates representing the Purchased Shares (or duly executed affidavits of lost stock certificates in form and substance reasonably acceptable to Buyer), duly endorsed or accompanied by stock powers duly executed in blank and otherwise in form reasonably acceptable for transfer on the books of the Company; (xi) copies of payoff letters from each lender of Indebtedness included in Net Debt in form and substance reasonably satisfactory to Buyer; (xii) a written resignation from each of , duly executed and acknowledged, certifying any facts that would exempt the officers and directors of the Company effective as of the Closing; (xiii) an affidavit of non-foreign status for each Seller dated as of the Closing Date in form and substance required under Section 1445 of the Code thereunder such that Buyer is exempt transactions contemplated hereby from withholding any portion of the purchase price under Section 1445 of the Code; (xive) executed documents reasonably satisfactory each Seller that is not a natural person shall deliver to Buyer to allow the Companya copy, effective certified as of the ClosingClosing Date, by an officer of such Seller, of the resolutions of such Seller’s managing member, board of directors or similar governing body authorizing the execution and delivery of this Agreement and the other Transaction Agreements (as applicable) and the consummation of the transactions contemplated hereby and thereby (to transfer all Company bank account authorizations to representatives designated by Buyerthe extent applicable); (xvf) a General Release substantially in the form of Exhibit F hereto, duly executed by each of the Sellers; (xvi) a waiver and consent from the spouse of any Seller that is a married individual consenting natural person shall deliver to Buyer a Spousal Consent to Transaction, in the transactions contemplated herein and waiving any rights in and to form attached as Exhibit A, duly executed by such Seller’s Purchased Shares in form and substance reasonably acceptable to the Seller Representativespouse; (xviig) Sellers shall deliver to Buyer (i) a copy good standing or compliance certificate from the Insurance Regulator for (A) Bermuda, with respect to PFLIL and PFLAC BDA, (B) the Commonwealth of Pennsylvania, in the Company’s Certificate case of Incorporation, as amended, certified by Secretary of PFLAC and (C) the State of Delaware New York, with respect to PFLAC NY, in each case dated as of a date no more than ten within five (105) Business Days prior to the Closing Date, and (ii) a good standing certificate or comparable document for each of the Transferred Companies from the Secretary of State or other applicable Governmental Authority of each such Transferred Company’s jurisdiction of organization, in each case dated as of a date within five (5) Business Days prior to the Closing Date; (h) Sellers shall deliver to Buyer the Books and Records of each of the Transferred Companies that are not already held by the Transferred Companies; (i) Buyer shall deliver to the Seller Representative the certificate contemplated by Section 7.3(a); (j) Sellers shall deliver to Buyer the Hartford Acknowledgment, in the form attached as Exhibit B, duly executed by each of the Hartford Companies, in effect and not revoked by any Hartford Company as of the date of delivery; (k) Sellers shall deliver to Buyer the RGA Pay-off Letter, duly executed by each party thereto, which shall become effective upon payment of the RGA Indebtedness by or on behalf of Buyer to the account specified in the RGA Pay-off Letter following the Closing on the Closing Date; and (xviiil) a Change of Control Letter duly executed each party hereto shall deliver to the other such other documents and instruments as may be reasonably necessary to consummate the transactions contemplated by this Agreement. All such certificates, stock powers, documents and instruments shall be in form and substance reasonably satisfactory to the Company and each of the Persons identified on Schedule 6.2(d)(xviii)party hereto receiving delivery thereof hereunder.

Other Closing Deliveries. Seller shall deliver or shall cause to be delivered to Buyer shall have received at or prior to the Closingfollowing: (ia) a certificate from the CompanySeller’s Customer List, dated the Closing Date, signed by an executive officer of the Company in such capacity, certifying as to the satisfaction of the conditions specified in Sections 6.2(a) and 6.2(c); (ii) a certificate from each Seller, dated the Closing Date, signed by such Seller, certifying as to the satisfaction of the conditions specified in Section 6.2(b) with respect to such Seller; (iii) a certificate from: (A) the Secretary of the Company certifying as to (I) copies of the Company’s Governing Documents as in effect updated as of the Closing Date; (b) lease amendment and assignment documents in a form reasonably acceptable to Buyer and Seller, duly executed by Seller and any other required Persons and in forms satisfactory to Buyer (II) the resolutions of the Company’s board of directors authorizing the execution“Existing Lease Assignments”), delivery and performance of this Agreement and each of the other Transaction Documents pursuant to which the Company is or is required to Existing Leases shall be a partyassumed by Buyer, together with Landlord Estoppel Certificates and the consummation of each of the transactions contemplated hereby Subordination, Non-Disturbance and thereby, and (III) the incumbency of officers authorized to execute this Agreement or any other Transaction Document to which the Company is or is required to be a party; and (B) the secretary (or equivalent officer or manager) of each Seller that is not an individual certifying as Attornment Agreements to the resolutions of such Seller’s board or directors (or equivalent governing body) authorizing the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which such Seller is or is required to be a party, and the consummation of each of the transactions contemplated hereby and therebyextent requested by Buyer; (ivc) good standing certificates for the Company certified as of a date no later than thirty (30) days prior to the Closing Date from the Secretary of State of the State of Delaware and from the proper Governmental Authority for each other jurisdiction in which the Company is qualified to do business as a foreign corporation as of the Closing (to the extent that good standing certificates or similar documents are generally available in such jurisdictions)Assumption Agreement, duly executed by Seller; (vd) the Escrow Agreement Consulting Agreement, duly executed by each of the Seller Representative and the Escrow AgentXxxxxxx Xxxxxxxxxx; (vie) a General Assignment and Xxxx of Sale, in a form acceptable to Buyer and Seller, duly executed copy of an Option Election Agreement substantially in the form of Exhibit B hereto for each Optionholderby Seller; (viif) Noncompetition Agreements in substantially the forms attached hereto as Exhibit C (each, a “Noncompetition an Employment Agreement”), duly executed by each of the Sellers (or their Affiliates) as identified on Schedule 6.2(d)(vii)Key Employee; (viiig) Employment Agreements from the Company in substantially the form attached hereto as Exhibit D (each, an “Employment Agreement”) for each a certificate of the Company employees identified on Schedule 6.2(d)(viii) (each, a “Key Employee”), duly executed by such Key Employee and the Company; (ix) the Flow secretary of Funds Memo (and any updates thereto) from the Company pursuant to Section 1.3 hereof; (x) from each Seller, certificates representing the Purchased Shares (or duly executed affidavits of lost stock certificates in form and substance reasonably acceptable to Buyer), duly endorsed or accompanied by stock powers duly executed in blank and otherwise in form reasonably acceptable for transfer on the books of the Company; (xi) copies of payoff letters from each lender of Indebtedness included in Net Debt in form and substance reasonably satisfactory to Buyer, certifying that attached thereto is a true, correct and complete copy of the articles or certificate of organization or formation of Seller, certified as of a recent date by the Secretary of State of Seller’s state of formation and the operating agreement of Seller, to the extent applicable, resolutions duly adopted by the board of managers and members of Seller authorizing the performance of the transactions contemplated by this Agreement and the execution and delivery of the Transaction Documents to which it is a party and a certificate of existence or good standing, as of a recent date, of Seller from Seller’s state of formation and a certificate of good standing, as of a recent date, of Seller from each state in which it is qualified to conduct business, the resolutions referenced in subsection (A)(2) are still in effect and nothing has occurred since the date of the issuance of the certificate(s) referenced in subsection (A)(3) that would adversely affect Seller’s existence or good standing in any such jurisdiction; (xiih) a written resignation from each of the officers and directors of the Company effective as of the Closing; (xiii) an affidavit of nonLock-foreign status for each Seller dated as of the Closing Date in form and substance required under Section 1445 of the Code thereunder such that Buyer is exempt from withholding any portion of the purchase price under Section 1445 of the Code; (xiv) executed documents reasonably satisfactory to Buyer to allow the Company, effective as of the Closing, to transfer all Company bank account authorizations to representatives designated by Buyer; (xv) a General Release substantially in the form of Exhibit F heretoUp Agreement, duly executed by each of Seller, if the SellersParent Shares are to be issued at the Closing pursuant to Section 3.2(c); (xvii) the Closing Statement, duly executed by a waiver and consent from the spouse duly authorized officer of any Seller that is a married individual consenting to the transactions contemplated herein and waiving any rights in and to such Seller’s Purchased Shares in form and substance reasonably acceptable to the Seller Representative; (xviij) a copy of the Company’s Certificate of Incorporationschedule reflecting the Accrued Vacation Credit, as amended, certified by Secretary of State of Delaware as of a date no more than ten (10) Business Days prior required pursuant to the Closing DateSection 7.7(b); and (xviiik) such other bills of sale, assignments and other instruments of transfer or conveyance, including without limitation, a Change of Control Letter domain name assignment, trademark assignment and any applicable trade name assignments, duly executed by Seller, as may be reasonably requested by Buyer to effect the Company sale, conveyance and each delivery of the Persons identified on Schedule 6.2(d)(xviii)Purchased Assets to Buyer.