Common use of Purchaser’s Closing Deliveries Clause in Contracts

Purchaser’s Closing Deliveries. Purchasers shall have delivered to Sellers (or such other party as appropriate) the following: (i) the Initial Purchase Price, payable in accordance with Section 3.1; (ii) a certificate, dated as of the Closing Date, from Purchaser Parent and US Purchaser, duly executed by an officer of Purchaser Parent, certifying that the conditions specified in Sections 7.2(a) and (b) have been satisfied as of the Closing Date; (iii) the Xxxx of Sale, duly executed by the applicable Purchasers, in addition to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (iv) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Agreement, duly executed by Purchaser Parent and US Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating to each of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessary; and (ix) all other documents, instruments or writings required to be delivered to Sellers at or prior to Closing pursuant to this Agreement.

Purchaser’s Closing Deliveries. Purchasers At the Closing, the Purchaser shall have deliver or cause to be delivered to Sellers the Vendors (or such other party as appropriate) otherwise indicated below), the following: (i1) the Initial Purchase Pricepayment referred to in Section 3.2(2), payable in accordance with Section 3.1which shall be made to the Monitor; (2) the payment of all Transfer Taxes (if any) required to be paid on Closing, which shall be made to the Monitor; (3) the payment of all Cure Costs payable by the Purchaser hereunder shall be made to the Monitor; (4) with respect to each Assigned Contract with respect to which a consent to assignment has been obtained, a full and final release, in form and substance satisfactory to the Vendors, acting reasonably, by the applicable counterparty in favour of the applicable Vendor(s) of (i) all amounts to be paid to remedy all of the monetary defaults in relation to such Assigned Contract, and (ii) all amounts accruing and owing but not yet payable or due by such Vendor(s) under or pursuant to such Assigned Contract; (5) the General Conveyance, duly executed by the Purchaser; (6) the Assignment and Assumption Agreement, duly executed by the Purchaser; (7) the Access Agreement, duly executed by the Purchaser; (8) a certificate, bring-down certificate executed by a senior officer of the Purchaser dated as of the Closing Date, from Purchaser Parent in form and US Purchasersubstance satisfactory to the Vendors, duly executed by an officer of Purchaser Parentacting reasonably, certifying that (i) all of the conditions representations and warranties of the Purchaser hereunder remain true and correct in all material respects as of the Closing Date as if made on and as of such date or, if made as of a date specified in Sections 7.2(a) therein, as of such date, and (bii) all of the terms and conditions set out in this Agreement to be complied with or performed by the Purchaser at or prior to Closing have been satisfied complied with or performed by the Purchaser in all material respects; (9) a bring-down certificate executed by a senior officer of the Parent dated as of the Closing Date, in form and substance satisfactory to the Vendors, acting reasonably, certifying that (i) all of the representations and warranties of the Parent hereunder remain true and correct in all material respects as of the Closing Date as if made on and as of such date or, if made as of a date specified therein, as of such date, and (ii) all of the terms and conditions set out in this Agreement to be complied with or performed by the Parent at or prior to Closing have been complied with or performed by the Parent in all material respects; (iii10) if applicable, the documents or elections referred to in Section 3.6(1); (11) the Xxxx Deed(s) of Sale, duly executed by the applicable Purchasers, in addition to such other assignments and assumptions Purchaser; (including, but not limited to, 12) the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption AgreementMining Rights Transfer(s), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (iv) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Agreement, duly executed by Purchaser Parent and US Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating to each of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessary; and (ix13) all such other documentsagreements, documents and instruments and Deeds of Sale as may be reasonably required by the Vendors to complete the transactions provided for in this Agreement, or writings as are required to be delivered to Sellers at by the Purchaser or prior to Closing pursuant to the Purchaser’s counsel under this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonably.

Purchaser’s Closing Deliveries. Purchasers On or prior to the Closing, Purchaser shall have delivered pay to Sellers (or such other party as appropriate) Seller the following: (i) the Initial Purchase Price, payable Closing Payment in accordance with Section 3.1;2.2.2, and shall execute and deliver (as applicable) to Seller the following items:‌ (iia) a counterpart signature page to the Bill of Sale substantially and in all material respects in the form attached as Exhibit B (the “Bill of Sale”), executed by an authorized representative of Purchaser;‌ (b) a counterpart signature page to one or more (as necessary) of the assignment and assumption agreements substantially and in all material respects in the form attached hereto as Exhibits C-1, C-2, and C-3 with such changes, if any, as may be required by the applicable counterparties thereto solely for Exhibits C-3 (collectively, the “Assignment and Assumption Agreements”), and executed by an authorized representative of Purchaser;‌ (c) a certificate, dated as of the Closing Date, from Purchaser Parent and US Purchaser, duly executed by an officer the Secretary or any Assistant Secretary of Purchaser ParentPurchaser, certifying that attached thereto is: (i) a true, accurate, and complete copy of a Certificate of Good Standing with respect to Purchaser, issued by the conditions specified Secretary of State of the State of Oregon as of a recent date; (ii) a true, accurate, and complete copy of the resolutions of the board of directors of Purchaser, authorizing the execution, delivery, and performance by Purchaser of this Agreement and all of the other agreements and instruments, including the Ancillary Agreements, to which it is a party, in Sections 7.2(a) each case, to be executed and delivered by Purchaser in connection with this Agreement; and (biii) have been satisfied the name, title, and signature of each of the authorized representatives of Purchaser authorized to execute and deliver this Agreement and the other agreements and instruments contemplated by this Agreement, including the Ancillary Agreements, to which it is a party, substantially and in all material respects in the form attached as Exhibit D-1; (d) a certificate, dated as of the Closing Date; (iii) the Xxxx of Sale, duly executed by an authorized officer of Purchaser, certifying as to the applicable Purchasers, matters set forth in addition to such other assignments Section 6.2.1 and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (iv) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Agreement, duly executed by Purchaser Parent and US Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating to each of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessarySection 6.2.2; and (ixe) all other documents, instruments or writings copies of the necessary agreements for the required to be delivered to Sellers at or prior to Closing pursuant to this Agreementtransmission and ancillary services.

Purchaser’s Closing Deliveries. Purchasers At the Closing, the Purchaser shall have deliver or cause to be delivered to Sellers (or such other party as appropriate) the following: (ia) a share certificate issued in the Initial Purchase Pricename of the Vendor, payable in accordance with Section 3.1representing 2,500,000 Purchaser Shares; (iib) a share certificate issued in the name of the Vendor, representing 2,500,000 Purchaser Shares, which certificate shall bear the legend set forth in Section 2.4; (c) a warrant certificate issued in the name of the Vendor, or as it directs, representing the Purchaser Warrants to be issued to the Vendor, in substantially the form set forth in Exhibit “A” hereto; (d) certified copies of the resolutions duly adopted by the board of directors of the Purchaser dated as of the Closing Date from a senior officer of the Purchaser approving and authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby; (e) a duly executed copy of the Purchaser Disclosure Statement; (f) if applicable, evidence in form satisfactory to the Vendor, acting reasonably, that all Regulatory Approvals, Consents, Orders and authorizations required to be obtained by the Purchaser for the Closing set forth in Schedule 3.2(4) of the Purchaser Disclosure Statement have been obtained; (g) a certificate, dated the Closing Date, and signed on behalf of the Purchaser, but without personal liability, by the Chief Executive Officer or the Chief Financial Officer of the Purchaser, or such other officer of the Purchaser as may be reasonably acceptable to the Purchaser, certifying that: (i) the Purchaser has complied with all covenants and satisfied all terms and conditions hereof to be complied with and satisfied by the Purchaser at or prior to the Closing Time; and (ii) all the representations and warranties of the Purchaser contained herein are true and correct as of the Closing Date, from Purchaser Parent Time with the same force and US Purchaser, duly executed by an officer of Purchaser Parent, certifying that the conditions specified in Sections 7.2(a) effect as if made at and (b) have been satisfied as of the Closing Date; (iii) the Xxxx of Sale, duly executed by the applicable Purchasers, in addition to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (iv) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Agreement, duly executed by Purchaser Parent and US Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating to each of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessaryTime; and (ixh) all such other documentsassurances, consents, agreements, documents and instruments or writings as may be reasonably required by the Vendor to be delivered to Sellers at or prior to Closing pursuant to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Vendor, acting reasonably.

Purchaser’s Closing Deliveries. Purchasers On or prior to the Closing Date, the Purchaser shall deliver, and the Seller or the Shareholders shall have delivered to Sellers (or such other party as appropriate) received, the following: (ia) Appropriate evidence of all necessary corporate action by the Initial Purchaser and the Aris in connection with the transactions contemplated hereby, including, without limitation, certified copies of resolutions duly adopted by the Board of Directors and the sole shareholder of the Purchaser and the Board of Directors of the Aris approving the transactions contemplated by, and authorizing the execution, delivery and performance by the Purchaser (and where applicable, Aris) of this Agreement and all writings executed in connection herewith, and a certificate as to the incumbency of officers of the Purchaser and the Aris executing any instrument or other document in connection with this Agreement. (b) An opinion of Xxxxxxx LLP, Xxxxxxxxx, counsel for the Purchaser and the Aris to the effect set forth in Exhibit 15.1 hereto. (c) Payment of the advance against the Actual Final Cash Purchase PricePrice set forth in Section 3(b)(i) hereof ($500,000) due at the Closing, payable in accordance with Section 3.1by bank or certified check or by wire transfer; (iid) a certificate, dated as Payment of the Closing DateShareholder Loans due from Seller to Shareholders, from Purchaser Parent and US Purchaserup to a maximum of $785,417, duly executed as stated on the March 31, 1997 Balance Sheet, by an officer of Purchaser Parent, certifying that the conditions specified in Sections 7.2(a) and (b) have been satisfied as of the Closing Datebank or certified check or by wire transfer; (iiie) the Xxxx Delivery of Sale, stock certificates for 3,000,000 shares of Aris Common Stock as described in Section 3(a)(i) (f) A duly executed by Shareholder's Employment Agreement between the applicable Purchasers, in addition to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement Shareholders and the Transitional Purchaser in the form of Exhibit 7.2 attached hereto for SA and in the form of Exhibit 7.3 attached hereto for CH. (g) A duly executed Assignment of Lease in the form of Exhibit 5.11 attached hereto for each of the Showroom Lease and the Warehouse Lease. (h) A duly executed Assignment of Trademark License Assignment in the form of Exhibit 5.9 hereto for each of the Trademark Licenses. (i) Documentation of Purchaser, Aris, and Assumption Agreement), duly executed by Purchaser Parent, ECI having obtained and implemented financing arrangements to enable payment to Seller of all amounts in respect of Acquired ITW Ancillary Agreements under which Graco is assigning the Actual Final Cash Purchase Price and advances thereof, repayment of the Shareholder Loans, assumption of the Assumed Liabilities as well as implementing any other funding requirements of this Agreement, including delivery of the Standby Letter of Credit with respect to Purchaser Parent some, but not all, payment of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities;the Actual Final Cash Purchase Price. (ivj) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Agreement, duly executed by A letter from Purchaser Parent and US Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating to each acknowledging certain sales activities of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessary; and (ix) all other documents, instruments or writings required to be delivered to Sellers at or prior to Closing pursuant to this AgreementSeller.

Purchaser’s Closing Deliveries. Purchasers At the Closing, TheMaven and Purchaser shall have delivered to Sellers (or such other party as appropriate) deliver the following: (ia) To Seller, the Initial Purchase Price, payable in accordance with Section 3.1; (ii) a certificate, dated as of the Closing Date, from Purchaser Parent and US Purchaser, duly executed by an officer of Purchaser Parent, certifying that the conditions specified in Sections 7.2(a) and (b) have been satisfied as of the Closing Date; (iii) the Xxxx Bxxx of Sale, duly executed by the applicable Purchasers, in addition to such other assignments Purchaser and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement)any Further Transfer Document, duly executed by Purchaser, as Seller may reasonably request and as may be necessary to vest in Purchaser Parenttitle to all of the Transferred Assets as herein provided, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning each case subject to no Encumbrances except for Continuing Encumbrances, and for Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilitiesto assume the Assumed Liabilities as herein provided; (ivb) To Seller, the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Assignment and Assumption Agreement, duly executed by the Purchasers parties theretoPurchaser; (vic) To Seller, the Cross License IP Assignment Agreement, duly executed by Purchaser Parent and US Purchaser; (viid) The Transitional Trademark License and Permitted Use To Seller, the Security Agreement, duly executed by Purchaser ParentPurchase and TheMaven; (viiie) assignment agreements relating To Seller, solely to each of the Real Property Leases to which any Asset Selling Subsidiary is a partyextent that, as necessaryof immediately prior to the Closing, there remains any outstanding indebtedness for borrowed money of Purchaser and/or TheMaven, as applicable, in favor of L2, the Intercreditor Agreement, duly executed by L2; (f) To the extent not previously paid, to the Auditors, the Auditor’s Fees; (g) To Seller, the Initial Cash Consideration, the Promissory Note and, subject to Section 1.3(b), the Closing Shares issuable to Seller; (h) To Say What, the Closing Shares issuable to Say What and, on the terms and subject to the conditions set forth in Section 1.3(a)(i)(5), the convertible preferred securities of TheMaven contemplated by Section 1.3(a)(i)(5); (i) To each Continuing Service Provider, the number of Continuing Employee Service Awards set forth opposite such Continuing Service Provider’s name on the Continuing Employee Service Awards Allocation Schedule; (j) To Seller’s legal advisors on behalf of Seller, the Legal Fees Reimbursement; (k) To each Continuing Service Provider, Employment Letters and/or Service Provider Agreements, as applicable, for such Continuing Service Provider, duly executed by Purchaser; and (ixl) To Seller, Lock-Up Agreements with respect to the Closing Shares, duly executed by TheMaven; (m) To Seller, The Sallyport Consent; and (n) all such other documentscertificates, instruments instruments, agreements and other documents described or writings required otherwise referred to be delivered to Sellers at or prior to Closing pursuant to this Agreementin Section 2.2 and Section 2.3 hereof.

Purchaser’s Closing Deliveries. Purchasers At the Closing, Purchaser shall have deliver, or cause to be delivered to Sellers (or such other party as appropriate) Seller all of the followingfollowing documents in form and substance satisfactory to Seller: (a) A certificate of the secretary of Purchaser, certifying as to the names and true signatures of the officers of Purchaser authorized to sign this Agreement and the other Transaction Documents to be delivered by Purchaser hereunder; (b) Copies of (i) the Initial Purchase Priceresolutions duly adopted by Purchaser's board of directors authorizing the execution, payable in accordance with Section 3.1delivery and performance by Purchaser of this Agreement and each of the other Transaction Documents, and the consummation of all of the other transactions hereunder and thereunder, and (ii) the articles of incorporation and bylaws, each of the foregoing resolutions and documents certified as true, complete and accurate as of the Closing Date by the secretary of Purchaser; (iic) a certificate, A certificate dated as of the Closing Date, Date from Purchaser Parent and US Purchaser, duly executed by an officer of Purchaser Parent, certifying that the conditions specified in Sections 7.2(a) and (b) Section 4.3 that are not otherwise waived in writing by Purchaser have been fully satisfied or waived by Purchaser and that the representations and warranties made by Purchaser in Article III above are true and correct as of the Closing Date; (iiid) The Cash Consideration, as the Xxxx same may be adjusted in accordance with this Agreement and as evidenced by the Closing Statement; (e) The Non-Competition Consideration described in the Non-Competition Agreement, to be delivered to Seller (and disbursed by Seller) in accordance with the terms of the Non-Competition Agreement; (f) The original Shares to be delivered to the Escrow Agent to be held under the Escrow Agreement as the escrowed funds thereunder the "Escrow Funds"); (g) Original copies of the Bill of Sale, duly executed by the applicable PurchasersGlobal Assignment, in addition to such other assignments and assumptions (includingLoan Assignment, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (iv) the Non-U.S. Subsidiary Purchase AgreementsCompetition Agrexxxxt, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross Software License Agreement, duly each Controlled Lease, Contract Assignment Consents, the Realty Conveyance Documents (as applicable), Intellectual Property Assignments, Supplemental Disclosure Agreement, HR Agreement, Consulting Agreement, Telephone Transfer Agreements, Closing Statement, and the Preliminary Allocation Agreement (if requested by either Seller or Purchaser and if Seller and Purchaser are able to agree using good faith efforts on its form and substance prior to the Closing Date), each executed by Purchaser Parent and US Purchaser; (viih) The Transitional Trademark License and Permitted Use Agreement, duly executed An original copy of the Escrow Agreement signed by Purchaser Parentand the escrow agent thereunder ("Escrow Agent"); (viiii) assignment agreements relating Evidence reasonably satisfactory to each Seller that the Shares have been approved for listing on the New York Stock Exchange, subject to official notice of issuance; (j) Such certificates requested by, and in form and substance reasonably satisfactory to, Seller indicating for applicable sales and use tax purposes that the Real Property Leases inventory included in the Assets is being purchased by Purchaser for resale; (k) Purchaser's share of tax required to which any Asset Selling Subsidiary is a party, as necessarybe paid on the Closing Date pursuant to Section 5.6.2; and (ixl) all Such other documents, instruments or writings required documents relating to be delivered the transactions contemplated by this Agreement as Seller may reasonably request and to Sellers at or prior to Closing pursuant to this Agreementwhich the parties mutually agree.

Purchaser’s Closing Deliveries. Purchasers shall have delivered At the Closing, Purchaser will pay to Sellers (or such other party as appropriate) Seller the following: (i) the Initial Purchase Price, payable Closing Payment in accordance with Section 3.1; II.2 and Schedule II.2.1, and will execute and deliver or pay (iias applicable) to Seller the following items: a counterpart signature page to the Bill of Sale in substantially and all material respects in the form attached hereto as Exhibit B (the “Bill of Sale”), executed by an authorized representative of Purchaser; counterpart signature pages to the Assignment and Assumption Agreements in substantially and all material respects in the forms attached hereto as Exhibit B (collectively, the “Assignment and Assumption Agreements”), executed by an authorized representative of Purchaser; a counterpart signature page to the Construction Completion Management Agreement, executed by an authorized representative of Purchaser; [any declaration of value forms for property taxation purposes required by Law, executed by an authorized representative of Purchaser, with respect to the Project Site]37; a certificate, dated as of the Closing Date, from Purchaser Parent and US Purchaser, duly executed by an authorized officer of Purchaser ParentPurchaser, certifying that attached thereto is: (i) a true, accurate and complete copy of a Certificate of Good Standing with respect to Purchaser, issued by the conditions specified in Sections 7.2(a) and (b) have been satisfied Secretary of State of the State of Oregon as of a recent date; (ii) a true, accurate and complete copy of the Closing Date; resolutions of the board of directors of Purchaser, authorizing the execution, delivery and performance by Purchaser of this Agreement and all of the other agreements and instruments, including the Ancillary Agreements to which it is a party, in each case, to be executed and delivered by Purchaser in connection with this Agreement; and (iii) the Xxxx name, title and signature of Sale, duly executed by each of the applicable Purchasers, in addition authorized representatives of Purchaser authorized to such other assignments execute and assumptions (including, but not limited to, the Transition Services Assignment and Assumption deliver this Agreement and the Transitional Trademark License Assignment other agreements and Assumption instruments contemplated by this Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW including the Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (iv) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Agreement, duly executed by Purchaser Parent and US Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating to each of the Real Property Leases to which any Asset Selling Subsidiary it is a party, as necessary; and (ix) all other documents, instruments or writings required to be delivered to Sellers at or prior to Closing pursuant to this Agreement.;

Purchaser’s Closing Deliveries. Purchasers At the Closing, and simultaneous with the Sellers' deliveries hereunder, the Purchaser shall have deliver or cause to be delivered to Sellers (or such other party as appropriate) the following: (ia) cash in an amount equal to the Initial Purchase Price, payable less Escrow Amount, by wire transfer to the bank account or accounts designated in accordance with Section 3.1writing by Sellers; (iib) cash in an amount equal to the Escrow Amount by wire transfer to a certificate, dated as of bank account designated by the Closing Date, from Purchaser Parent and US Purchaser, Escrow Agent; (c) the Employment Agreements duly executed by an officer of Purchaser Parent, certifying that the conditions specified in Sections 7.2(a) and (b) have been satisfied as of the Closing DatePurchaser; (iiid) the Xxxx of Sale, duly executed by the applicable Purchasers, in addition to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (iv) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Escrow Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Agreement, duly executed by Purchaser Parent and US Purchaser; (viie) The Transitional Trademark License certificates of the Chief Executive Officer of each of RCG and Permitted Use Agreement, the Purchaser certifying as to the satisfaction of the conditions set forth Sections 10.3(a) and (b); (f) a cross-receipt duly executed by Purchaser Parentthe Purchaser; (viiig) assignment agreements relating to certified resolutions of the Board of Directors of each of RCG and Purchaser and, if such shareholder approval is required, of the Real Property Leases shareholders of RCG, evidencing that RCG and Purchaser have taken all corporate action necessary to which any Asset Selling Subsidiary authorize the execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby; (h) a certificate certifying the existence and good standing of Purchaser issued by the Secretary of State of the State of Delaware and each state where it is qualified to do business as a party, as necessaryforeign corporation; and (ixi) all such other documentscertificates, documents and instruments or writings required to be delivered to as the Sellers at or prior to Closing pursuant to this shall reasonably request in connection with the consummation of the transactions contemplated by the Agreement.

Purchaser’s Closing Deliveries. At the Closing and subject to the terms and conditions contained in this Agreement, Purchasers shall have pay the Purchase Price for the Shares and also shall deliver or cause to be delivered to Sellers Shareholders (or such other party or, as appropriateto the amounts called for by Section 1.2.1.3, to the Hacienda on behalf of the Shareholders) the following: (i) 6.3.1 The Closing Payments in the Initial amount of the Purchase Price, payable Price paid in accordance with Section 3.1;1.2.1 and its subsections. (ii) a certificate6.3.2 Documents called for by Section 5.1. 6.3.3 Purchasers' written acknowledgement that THIS AGREEMENT IS AN ARMS-LENGTH AGREEMENT BETWEEN THE PARTIES. PURCHASERS ACKNOWLEDGE BEING GIVEN FULL AND FAIR OPPORTUNITY TO CONDUCT DUE DILIGENCE DURING THE INSPECTION PERIOD TO DETERMINE THE FEASIBILITY OF THIS PURCHASE. THE PURCHASE PRICE WAS BARGAINED FOR ON THE BASIS OF SHAREHOLDERS DELIVERING THEIR RESPECTIVE SHARES IN THE COMPANY "AS IS, dated WHERE IS", AND REFLECTS THE AGREEMENT OF THE PARTIES THAT THERE ARE NO REPRESENTATIONS, DISCLOSURES, OR EXPRESS OR IMPLIED WARRANTIES OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT. SHAREHOLDERS MAKE NO WARRANTIES OF THE CONDITION, MERCHANTABILITY, OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE COMPANY OR THE SHARES TRANSFERRED HEREBY OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT. ALL REPRESENTATIONS AND WARRANTIES, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ARE DISCLAIMED. 6.3.4 The Notes, as called for by Section 1.2.1.4, duly executed by Servicios. 6.3.5 First Cash's written confirmation that the Mutual Release includes all claims that it has, or could have had, against the Shareholders, the Company and Xxxx Xxxxxx through the end of the Closing Date, from Purchaser Parent and US Purchaser, duly executed by an officer of Purchaser Parent, certifying that all on the conditions specified same terms as stated in Sections 7.2(a) and (b) have been satisfied as of the Closing Date; (iii) the Xxxx of Sale, duly executed by the applicable Purchasers, in addition to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (iv) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Agreement, duly executed by Purchaser Parent and US Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating to each of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessary; and (ix) all other documents, instruments or writings required to be delivered to Sellers at or prior to Closing pursuant to this AgreementRelease.

Purchaser’s Closing Deliveries. Purchasers Subject to the conditions set forth in this Agreement, at the Closing, simultaneous with Sellers' deliveries hereunder, the Purchaser shall have deliver or cause to be delivered to Sellers (or such other party as appropriate) the following: (a) to the Signing Escrow Agent, duly executed instructions to release and deliver the Signing Escrow Amount to the Sellers, subject to any withholding pursuant to Section 2.1(b) for distribution amongst them on a pro rata basis according to their ownership interest in the Securities as set forth on Exhibit B hereto; (b) to the Closing Escrow Agent, cash in the amount of the Closing Escrow Amount; (c) to the AFS Holdback Escrow Agent, if required pursuant to Section 2.2(a)(iii)(2), cash in the amount of the Audited Financial Statements Holdback; (d) to the Sellers: (i) the Initial Purchase Price, payable in accordance with a certificate of Purchaser as contemplated by Section 3.16.2(c); (ii) a certificateif Sellers shall not have delivered the Audited Financial Statements pursuant to Section 2.5, dated as of written notice that Purchaser does not intend to exercise its right to delay the Closing Date, from Purchaser Parent and US Purchaser, duly executed by an officer of Purchaser Parent, certifying that the conditions specified in Sections 7.2(a) and (b) have been satisfied as of the Closing Datepursuant to Section 2.5(a); (iii) the Xxxx of Sale, duly executed by the applicable Purchasers, in addition if required pursuant to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption AgreementSection 2.2(a)(iii)(1), duly executed by Purchaser Parent, cash in respect the amount of Acquired ITW Ancillary Agreements under which Graco is assigning the Audited Financial Statements Holdback for distribution amongst them on a pro rata basis according to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities;their ownership interest in the Securities as set forth on Exhibit B hereto; and (iv) duly executed counterparts to the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Competition Side Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Tax Indemnity Side Agreement, duly executed by Purchaser Parent the AFS Holdback Escrow Agreement and US Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating to each of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessary; and (ix) all other documents, instruments or writings required to be delivered to Sellers at or prior to Closing pursuant to this Escrow Agreement.

Purchaser’s Closing Deliveries. Purchasers shall have delivered At the Closing, Purchaser will pay to Sellers (or such other party as appropriate) Seller the following: (i) the Initial Purchase Price, payable Closing Payment in accordance with Section 3.12.2 and Schedule 2.2.1, and execute and deliver or pay (as applicable) to Seller the following items: (a) a counterpart signature page to the Bill of Sale in substantially the form attached hereto as Exhibit B (the “Bill of Sale”), executed by an authorized representative of Purchaser; (iib) counterpart signature pages to the Assignment and Assumption Agreements in substantially the forms attached hereto as Exhibit B (collectively, the “Assignment and Assumption Agreements”), executed by an authorized representative of Purchaser; (c) a counterpart signature page to the Construction Completion Management Agreement, executed by an authorized representative of Purchaser; (d) a certificate, dated as of the Closing Date, from Purchaser Parent and US Purchaser, duly executed by an authorized officer of Purchaser ParentPurchaser, certifying that attached thereto is: (i) a true, accurate and complete copy of a Certificate of Good Standing with respect to Purchaser, issued by the conditions specified Secretary of State of the State of Utah as of a recent date; (ii) a true, accurate and complete copy of the resolutions of the board of directors of Purchaser, authorizing the execution, delivery and performance by Purchaser of this Agreement and all of the other agreements and instruments, including the Ancillary Agreements to which it is a party, in Sections 7.2(a) each case, to be executed and delivered by Xxxxxxxxx in connection with this Agreement; and (biii) have been satisfied the name, title and signature of each of the authorized representatives of Purchaser authorized to execute and deliver this Agreement and the other agreements and instruments contemplated by this Agreement, including the Ancillary Agreements to which it is a party; (e) a certificate, dated as of the Closing Date; (iii) the Xxxx of Sale, duly executed by an authorized officer of Purchaser, certifying as to the applicable Purchasers, matters set forth in addition to such other assignments Section 6.2.1 and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (iv) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Agreement, duly executed by Purchaser Parent and US Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating to each of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessarySection 6.2.2; and (ixf) all such other documents, documents and instruments or writings required as may be reasonably requested by Xxxxxx to be delivered to Sellers at or prior to Closing pursuant to complete the transactions contemplated by this Agreement.

Purchaser’s Closing Deliveries. Purchasers At the Closing, the Purchaser shall have deliver or cause to be delivered to Sellers the Vendor the following documents and payments: (a) a certificate of status or such its equivalent under the laws of the jurisdiction of its incorporation with respect to the Purchaser and the Guarantor; (b) a certificate of the President or other party as appropriate) senior officer of each of the followingPurchaser and the Guarantor certifying: (i) the Initial Purchase Pricecorporate status of the Purchaser or the Guarantor, payable in accordance with Section 3.1as applicable; (ii) a certificate, dated as the resolutions of the Closing Datemanagement, from board and/or (if required by Applicable Law) equity holder(s) of the Purchaser Parent or the Guarantor, as applicable, authorizing the execution, delivery and US Purchaserperformance of this Agreement and of all contracts, duly executed agreements, instruments, certificates and other documents required by an this Agreement to be delivered by the Purchaser or the Guarantor, as applicable; and (iii) the incumbency and signatures of the officers of the Purchaser or the Guarantor, as applicable, executing this Agreement and any other document relating to the transactions contemplated by this Agreement; (c) a bring-down certificate of the President or other senior officer of the Purchaser Parent, certifying that the conditions specified in Sections 7.2(a) and (b) have been satisfied dated as of the Closing Date; (iiid) the Xxxx of Salepayment referred to in Section 2.2(a); (e) the Promissory Notes, duly executed by the applicable Purchasers, in addition to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (iv) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Agreement, duly executed by Purchaser Parent and US Purchaser; (viif) The Transitional Trademark License the Teck Waiver and Permitted Use Agreement, duly executed by Purchaser ParentAcknowledgement; (viiig) assignment agreements relating documentation satisfactory to each the Vendor evidencing satisfaction of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessaryconditions in Section 5.3(5); andand CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FROM THE U.S. SECURITIES AND EXCHANGE COMMISSION FOR PORTIONS OF THIS AGREEMENT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. (ixh) all such other documentsassurances, consents, agreements, documents and instruments or writings as may be reasonably required by the Vendor to be delivered to Sellers at or prior to Closing pursuant to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Vendor, acting reasonably.

Purchaser’s Closing Deliveries. On or before the Closing Date, the Purchasers shall have delivered execute and acknowledge, where appropriate, and deliver the following instruments, documents and/or other items to Sellers the Seller (or such other party except as appropriateprovided in clause (ii) below) at the followingClosing: (i) Payment of the Initial Purchase PriceEstimated NAV less the Escrowed Deposit (which shall be applied as provided in Section 2.5), payable in accordance with Section 3.1pursuant to this Agreement; (ii) Payment of the Bank Payoff Amount due pursuant to this Agreement and delivery of evidence (e.g., SWIFT confirmation) of the wire transfer thereof; (iii) The duly executed Assignments of LLC Interests in respect of all of the LLC Interests and a certificateduly executed First Amendment to Limited Liability Company Agreement for each LLC Agreement, each as referred to in Section 3.1(c)(i) above; (iv) Evidence of authority (including customary officer’s certificates relating to organizational documents, incumbency and authorizing resolutions), good standing (if applicable) and due authorization of Purchaser to enter into the transaction contemplated hereby and to perform all of its respective obligations hereunder, including the execution and delivery of all the closing documents required by this Agreement; 20 (v) A closing certificate (the “Purchasers’ Closing Certificate”) substantially in the form attached hereto as Exhibit O-2 dated as of the Closing Date, from Purchaser Parent and US Purchaser, duly executed by an officer of Purchaser Parent, Date certifying that all of the conditions specified of representations and warranties given by the Purchaser in Sections 7.2(a) ARTICLE V are true and (b) have been satisfied correct in all material respects as of the Closing Date and repeating all of the of representations and warranties given by the Purchaser in ARTICLE V as of the Closing Date; (iii) the Xxxx of Sale, duly executed by the applicable Purchasers, in addition to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (iv) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Agreement, duly executed by the Purchasers parties thereto;; and (vi) All other instruments and documents, if any, to be executed, acknowledged and/or delivered by the Cross License Agreement, duly executed by Purchaser Parent and US Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating Purchasers to each Seller pursuant to any of the Real Property Leases other provisions of this Agreement or as otherwise reasonably necessary to which any Asset Selling Subsidiary is a party, as necessary; and (ix) all other documents, instruments or writings required complete the transaction contemplated hereby and to be delivered to Sellers at or prior to Closing pursuant to carry out the intent and purposes of this Agreement; provided the same shall not impose material new obligations upon the Purchasers (other than to a de minimis extent), subject the Purchasers to additional liability not already contemplated hereunder, or require the Purchasers to expend any monies in excess of de minimis amounts (in the aggregate).

Purchaser’s Closing Deliveries. Purchasers At or before the Closing Time, Purchaser shall have delivered to Sellers Vendor the following, in form and substance satisfactory to Vendor, acting reasonably: (or such other party as appropriatea) the followingamount of the Purchase Price provided in Section 3.3(a) by wire transfer in accordance with Section 2.3; (b) certified copies of: (i) the Initial Purchase Price, payable in accordance with Section 3.1constating documents of Purchaser and Purchaser Guarantor; (ii) a certificate, dated as all resolutions of the Closing Date, from Purchaser Parent and US Purchaser, duly executed by an officer board of directors of Purchaser Parent, certifying that and Purchaser Guarantor approving the conditions specified in Sections 7.2(a) entering into and (b) have been satisfied as completion of the Closing Date;Purchase contemplated by this Agreement; and (iii) a list of the Xxxx officers and directors of SalePurchaser and Purchaser Guarantor authorized to sign agreements and any certificates, duly executed by the applicable Purchasers, in addition to such transfers and other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, writings in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent somethe Purchase, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilitiestogether with their specimen signatures; (ivc) a certificate of status with respect to Purchaser issued by an appropriate Government Authority and a certified true copy of the Non-U.S. Subsidiary Purchase Agreements, duly executed commercial license of Purchaser Guarantor issued by the applicable PurchasersMinistry of Economy and Planning of the United Arab Emirates; (vd) a certificate confirming the Mutual Transition Services Agreement, duly executed by the Purchasers parties theretomatters described in Section 8.1 and Section 8.2; (vie) an opinion of counsel to Purchaser and Purchaser Guarantor as to the Cross License Agreementmatters set forth in Schedule 8.6(e) which opinion with respect to Purchaser Guarantor may be given by the in-house counsel of Purchaser Guarantor or Purchaser’s Counsel may rely on an opinion given by in-house counsel of Purchaser Guarantor and may be subject to customary assumptions, duly executed by qualifications and limitations. With respect to any factual matter relevant to the opinion, such counsel may rely on a certificate of a Senior Officer of Purchaser Parent and US Purchaseror Purchaser Guarantor as applicable; (viif) The Transitional Trademark License copies of the Required Approvals and Permitted Use Agreement, duly executed by Purchaser Parentother required Government Authorizations; (viiig) assignment agreements relating a notice to each of the Real Property Leases Escrow Agent in the form prescribed by the Escrow Agreement authorizing the Escrow Agent to which release the Deposit (and any Asset Selling Subsidiary is a party, as necessaryinterest earned thereon less any applicable withholding Taxes) to Vendor; and (ixh) all any other documents, instruments or writings documents reasonably required to be delivered by Purchaser to Sellers Vendor at or prior to Closing Time pursuant to this Agreement.

Purchaser’s Closing Deliveries. Purchasers At the Closing, Purchaser shall have deliver, or cause to be delivered to Sellers (or such other party as appropriate) Seller all of the followingfollowing documents in form and substance satisfactory to Seller: (a) A certificate of the secretary of Purchaser, certifying as to the names and true signatures of the officers of Purchaser authorized to sign this Agreement and the other Transaction Documents to be delivered by Purchaser hereunder; (b) Copies of (i) the Initial Purchase Priceresolutions duly adopted by Purchaser’s board of directors authorizing the execution, payable in accordance with Section 3.1delivery and performance by Purchaser of this Agreement and each of the other Transaction Documents, and the consummation of all of the other transactions hereunder and thereunder, and (ii) the articles of incorporation and bylaws, each of the foregoing resolutions and documents certified as true, complete and accurate as of the Closing Date by the secretary of Purchaser; (iic) a certificate, A certificate dated as of the Closing Date, Date from Purchaser Parent and US Purchaser, duly executed by an officer of Purchaser Parent, certifying that the conditions specified in Sections 7.2(a) and (b) Section 4.3 that are not otherwise waived in writing by Purchaser have been fully satisfied or waived by Purchaser and that the representations and warranties made by Purchaser in Article III above are true and correct as of the Closing Date; (iiid) The Cash Consideration, as the same may be adjusted in accordance with this Agreement and as evidenced by the Closing Statement; (e) The non-competition consideration described in the Non-Competition Agreement, to be delivered to Seller (and disbursed by Seller) in accordance with the terms of the Non-Competition Agreement; (f) The Escrow Funds delivered to the Escrow Agent pursuant to Section 1.21(b) with any excess Shares delivered to Purchaser; (g) Original copies of the Xxxx of Sale, duly executed by the applicable PurchasersGlobal Assignment, in addition to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (iv) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Competition Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross Escrow Agreement, Software License Agreement, duly each Controlled Lease, Contract Assignments, Intellectual Property Assignments, Human Resources Agreement, Supplemental Disclosure Agreement, Telephone Transfer Agreements, Closing Statement and, subject to the terms of Section 4.16 below, the Preliminary Allocation Agreement, each executed by Purchaser Parent and US Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating to each of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessary; and (ixh) all Such other documents, instruments or writings required documents relating to be delivered to Sellers at or prior to Closing pursuant to the transactions contemplated by this AgreementAgreement as Seller may reasonably request.

Purchaser’s Closing Deliveries. Purchasers Purchaser shall have delivered deliver the following to Sellers the Escrow Agent for Closing, in compliance with Section 2.3 hereof: (or such other party as appropriatea) With respect to the followingProperty: (i) Purchaser’s duly executed counterpart to a Bxxx of Sale and Assignment of Leases, Contracts and General Intangibles (the Initial Purchase Price“Bxxx of Sale and Assignment”) for the Property, payable in accordance with Section 3.1substantially the form of Exhibit A attached hereto; (ii) Intentionally Deleted; (iii) Purchaser’s duly executed counterpart to a certificateProhibition Against Condominium Conversion Agreement for the Property (the “Condominium Conversion Prohibition Agreement”), in substantially the form of Exhibit C attached hereto; (iv) New Property Manager’s duly executed counterpart of a Termination Agreement with regards to the New Property Management Agreement (the “PMA Termination”); and (v) Purchaser’s duly executed counterpart to the Closing Statement. (b) With respect to the transactions contemplated hereunder: (i) The Purchase Price as specified in Section 2.2, as adjusted by the application of the Exxxxxx Money, and by the adjustments, prorations and credits provided herein; (ii) to the extent that same are required to be executed by Purchaser under Applicable Law, all transfer tax returns or forms required for the conveyance of the Property, in each case, as prepared by Seller in coordination with and reasonably acceptable to Purchaser and duly executed by Purchaser; (iii) such evidence as the Title Company may reasonably require as to the authority of the Person or Persons executing documents on behalf of Purchaser, and as to the legal existence and good standing of Purchaser; (iv) a certificate dated as of the Closing Date, from Purchaser Parent Date and US Purchaser, duly executed by an officer Purchaser, stating that the representations and warranties of Purchaser Parent, certifying that the conditions specified contained in Sections 7.2(a) Article 4 of this Agreement are true and (b) have been satisfied correct in all material respects as of the Closing Date; (iii) the Xxxx of Sale, duly executed by the applicable Purchasers, in addition to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (iv) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers;; and (v) such additional documents as shall be reasonably requested by the Mutual Transition Services Escrow Agent or the Title Company to consummate the transaction contemplated by this Agreement; provided, however, that in no event shall Purchaser be required to indemnify the Title Company, the Escrow Agent, Seller, or any other party pursuant to any such documents, or undertake any other material liability not expressly contemplated in this Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Agreement, duly executed by unless Purchaser Parent and US Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating elects to each of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessary; and (ix) all other documents, instruments or writings required to be delivered to Sellers at or prior to Closing pursuant to this Agreementdo so in its sole discretion.

Purchaser’s Closing Deliveries. Purchasers At the Closing, the Purchaser shall have deliver or cause to be delivered to Sellers (the Vendor the following documents or such other party as appropriate) the followingthings: (i) the Initial Purchase Price, payable in accordance with Section 3.1; (iia) a certificate, bring-down certificate of a senior officer of the Purchaser dated as of the Closing Date, from Purchaser Parent and US Purchaser, duly executed by an officer of Purchaser Parent, Date certifying that (i) the representations and warranties of the Purchaser in Section 3.2 are true and correct in all material respects at the Closing (other than those that are qualified as to materiality, which shall be true and correct in all respects at the Closing after giving effect to such qualification) with the same force and effect as if such representations and warranties were made on and as of such date (other than those that speak only as of a specific date, which shall be true and correct as of that date); and (ii) the Purchaser has performed and complied with all of the terms and conditions specified in Sections 7.2(a) and this Agreement on its part to be performed or complied with at or before the Closing Time; (b) have been satisfied as certified copies of (i) the constating documents and by-laws of the Closing DatePurchaser; (ii) the resolutions of the board of directors of the Purchaser approving the execution, delivery and performance of this Agreement; and (iii) a list of the directors and officers of the Purchaser authorized to sign this Agreement or other agreements and documents referred to in this Agreement to which the Purchaser is a party, together with their specimen signatures; (iiic) a certificate of status, compliance, good standing or like certificate with respect to the Xxxx Purchaser issued by appropriate government officials of Saleits jurisdiction of incorporation, duly continuance or creation; (d) certificates or other evidence representing the Consideration Shares deliverable at Closing in accordance with Section 2.4 registered as directed by the Vendor; (e) payment of the Estimated Cash Amount in accordance with Section 2.4; (f) evidence in form satisfactory to the Vendor, acting reasonably, that the consents of each of the third parties set forth in Schedule 4.3(f) have been obtained; (g) evidence in form satisfactory to the Vendor, acting reasonably, that the regulatory approvals listed in Schedule 4.3(g) have been obtained; (h) evidence in form satisfactory to the Vendor, acting reasonably, that the Purchaser has made arrangements for the transition and continuation of the Bond after Closing; (i) a general release and indemnity, executed by the applicable PurchasersPurchaser and the Corporation, in addition form satisfactory to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement Purchaser and the Transitional Trademark License Assignment Vendor, acting reasonably, releasing the Vendor from any and Assumption Agreement), duly executed by Purchaser Parent, all claims related to the reclamation or remediation of the Santander Mine and the Corporation Properties and indemnifying the Vendor in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilitiessame (the “Release”); (ivj) a counterpart to the NonPre-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Emptive Right Agreement, duly executed by the Purchasers parties theretoPurchaser; (vik) a counterpart to the Cross License Glencore Assignment and Assumption Agreement, duly executed by Purchaser Parent and US the Purchaser; (viil) The Transitional Trademark License all such other assurances, consents, agreements, documents and Permitted Use instruments as may be reasonably required by the Vendor to complete the transactions provided for in this Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating all of which shall be in form and substance satisfactory to each of the Real Property Leases to which any Asset Selling Subsidiary is a partyVendor, as necessary; and (ix) all other documents, instruments or writings required to be delivered to Sellers at or prior to Closing pursuant to this Agreementacting reasonably.

Purchaser’s Closing Deliveries. Purchasers At the Closing, the Purchaser shall have delivered or cause to be delivered to the Sellers and/or Sellers’ Representative (or such other party as appropriateapplicable): (a) the following: (i) Escrow Agreement, duly executed by the Initial Purchase Price, payable in accordance with Section 3.1Purchaser and the Escrow Agent; (iib) any other Ancillary Agreements, duly executed by the Purchaser and its Affiliates who are a party thereto; (c) a secretary’s certificate, dated as of the Closing Date, from Purchaser Parent Date and US Purchaser, duly executed by an officer of Purchaser Parent, certifying that the conditions specified in Sections 7.2(a) and (b) have been satisfied as of the Closing Date; (iii) the Xxxx of Sale, duly executed by the applicable Purchaserssecretary of the Purchaser, in addition to such certifying: (i) the incumbency and specimen signature of each officer of the Purchaser or Parent, as applicable, executing this Agreement or any other assignments Ancillary Agreements on the Purchaser’s or Parent’s behalf; (ii) a copy of the resolutions authorizing the Purchaser’s and assumptions (includingXxxxxx’s execution, but not limited to, the Transition Services Assignment delivery and Assumption performance of this Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (iv) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Agreement, duly executed by Purchaser Parent and US Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating to each of the Real Property Leases to which any Asset Selling Subsidiary it is a party, including authorization to issue and deliver the shares of Parent Stock pursuant to Section 2.3(a)(iv); and (iii) that all such resolutions are in full force and effect and are all of the resolutions adopted in connection with the Transaction; (d) evidence, in form and substance reasonably acceptable to the Sellers’ Representative, from Xxxxxx’s registrar and transfer agent that the shares of Parent Stock to be delivered to the Sellers’ Representative, on behalf of the Participating Sellers, in accordance with Section 2.3(a)(iv) have been issued to and recorded in the name of the Sellers’ Representative in accordance with the terms of this Agreement; (e) a good standing certificate with respect to the Purchaser certified by the Secretary of State of the State of the Purchaser’s incorporation or organization, as necessarythe case may be, as of a date not more than 30 days prior to the Closing Date; and (ixf) all other documents, instruments or writings required a certificate of good standing with respect to be delivered to Sellers at or Parent from the Registrar appointed under the Business Corporations Act (British Columbia) dated as of a date not more than 30 days prior to the Closing pursuant to this AgreementDate.

Purchaser’s Closing Deliveries. Purchasers At or before the Closing Date, Purchaser shall have delivered to Sellers the following, in form and substance satisfactory to Sellers, acting reasonably: (or such other party as appropriatea) the followingamounts provided in Section 2.3 allocated to each Seller as provided in Section 2.2, less, if applicable, any amounts required to be withheld pursuant to Section 2.5 (which withheld amounts shall be delivered to Escrow Agent pursuant to the provisions of that Section) by wire transfer in accordance with Section 8.2; (b) confirmation that any amount to be withheld pursuant to Section 2.5 has been received by Escrow Agent; (c) the amount of any of the Corporation’s Auditors’ fees referred to in Section 9.18(a) that have not been paid by Purchaser; (d) certified copies of: (i) the Initial Purchase Price, payable in accordance with Section 3.1Constating Documents of Purchaser and each of the Guarantors; (ii) a certificate, dated as all resolutions of the Closing Date, from Purchaser Parent and US Purchaser, duly executed by an officer board of directors of Purchaser Parent, certifying that the conditions specified in Sections 7.2(a) and (b) have been satisfied as each of the Closing Date;Guarantors approving the entering into and completion of the Purchase and the guarantee contemplated in this Agreement; and (iii) a list of the Xxxx officers and directors of SalePurchaser and each of the Guarantors authorized to sign agreements and any certificates, transfers and other writings in respect of the Purchase, together with their specimen signatures; (e) certificates of status dated as of or about the Closing Date with respect to Purchaser and each of the Guarantors issued by the appropriate Government Authority; (f) a certificate confirming the matters described in Section 7.1 and Section 7.2; (g) an opinion of counsel to Purchaser and the Guarantors as to the matters set forth in Schedule K, which opinion may be subject to customary assumptions, qualifications and limitations. With respect to any factual matters relevant to the opinions, counsel may rely on certificates of officers of Purchaser and the Guarantors, as applicable; (h) copies of the Competition Act Approval; (i) a release, discharge, and indemnity duly executed by the applicable PurchasersCorporation and approved by Purchaser, in addition favour of each individual referred to such other assignments and assumptions in Section 8.3(b)(vi); (including, but not limited to, j) the Transition Services Assignment and Assumption Escrow Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning regarding any amounts to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilitiesbe withheld pursuant to Section 2.5; (ivk) the Non-U.S. Subsidiary Purchase Agreements, duly executed Transition Services Agreement signed by the applicable PurchasersDominion Exploration Canada Ltd. and Dominion Exploration Partnership; (vl) an assignment of the Mutual Transition Services Agreement, duly executed [Redacted] to Sellers or their nominee signed by the Purchasers parties theretoCorporation and/or the applicable Subsidiary(ies); (vim) the Cross License Agreementany letters of credit, duly executed credit support or other financial assurances required to be provided by Purchaser Parent and US Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating pursuant to each of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessarySection 9.5; and (ixn) all any other documents, instruments or writings documents reasonably required to be delivered by Purchaser to Sellers at or prior to Closing Date pursuant to this Agreement.

Purchaser’s Closing Deliveries. Purchasers Purchaser shall have delivered deliver, or cause to Sellers (be delivered, to or such other party for the benefit of Seller or the Stay Bonus Escrow Agent or the Indemnity Escrow Agent, as appropriate) the case may be, the following: (i) the Initial Purchase Price, payable in accordance with Section 3.1; (ii) a certificate, dated as of the Closing Date, from Purchaser Parent and US Purchaser, duly executed by an officer of Purchaser ParentPurchaser, certifying that the conditions specified in Sections 7.2(a) and (b) have been satisfied as of dated the Closing Date, (A) that no amendments have been adopted in respect of the Organizational Documents of Purchaser attached to the certificate, (B) that the resolutions attached to the certificate have been duly adopted by the sole member of Purchaser evidencing the taking of all limited liability company action necessary to authorize the execution, delivery and performance of this Agreement and the Purchaser Closing Documents to which Purchaser is a party and the consummation of the Contemplated Transactions and (C) identifying the name and title and bearing the signatures of the officers of Purchaser authorized to execute this Agreement and the Purchaser Closing Documents; (ii) the Assignment of Membership Interests, duly executed by Purchaser; (iii) the Xxxx of SaleStay Bonus Escrow Agreement, duly executed by Purchaser, together with the applicable Purchasers, Stay Bonus Escrow Agreement to be held in addition to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, Stay Bonus Escrow Account as more fully set forth in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities;Section 1.5. (iv) the Non-U.S. Subsidiary Purchase AgreementsIndemnity Escrow Agreement, duly executed by Purchaser, together with the applicable PurchasersIndemnity Escrow Amount to be held in the Indemnity Escrow Account as more fully set forth in Section 1.5; (v) the Mutual Closing Payment in accordance with Section 1.4(a); (vi) the payment on behalf of the Company of the amounts set forth in the Payoff Letters, in each case in accordance with the terms and conditions of the Payoff Letters, as contemplated by Section 1.4(b); (vii) the payment of the Estimated Seller Transaction Costs on behalf of the Company and Seller, in each case in accordance with the invoices therefor, as contemplated by Section 1.4(b); (viii) the Transition Services Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Agreement, duly executed by Purchaser Parent and US Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating to each of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessary; andPurchaser;and (ix) all such other documents, instruments or writings documents as are required to be delivered to Sellers at or prior to Closing pursuant to this AgreementAgreement or as may reasonably be requested by Seller or its counsel.

Purchaser’s Closing Deliveries. Purchasers At the Closing, the Purchaser shall have deliver or cause to be delivered to Sellers (or such other party as appropriate) the followingVendor the following documents and payments: (i1) the Initial Purchase Price, payable in accordance with Section 3.1Conveyance and Assumption of Obligation Agreement; (ii2) the Sale of Trademarks and Product Information Agreement; (3) the Assignment and Assumption of Real Property Leases Agreement and the Indemnity Agreement of the Purchaser in respect of the Assignee's Obligations under the Assignment and Assumption of Real Property Leases Agreement; (4) a certificate, certificate of a senior officer of the Purchaser dated as of the Closing Date, from Purchaser Parent and US Purchaser, duly executed by an officer of Purchaser Parent, Date certifying that all representations and warranties of the conditions specified Purchaser herein contained are true, correct and complete in Sections 7.2(a) and (b) have been satisfied all material respects as of the Closing DateDate as if made thereon and that the Purchaser has performed or complied in all material respects with all of the covenants and obligations required by this Agreement to be performed or complied with by the Purchaser on or prior to the Closing Date in a form to be mutually agreed; (iii5) a certificate of the Secretary or Assistant Secretary of the Purchaser certifying to (a) the Xxxx Certificate of SaleIncorporation and by-laws of the Purchaser, duly executed (b) resolutions of the Board of Directors of the Purchaser authorizing and approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (c) incumbency and signatures of the officers of the Purchaser executing this Agreement and any other certificate or document delivered in connection herewith dated as of the Closing Date in a form to be mutually agreed; (6) articles of incorporation of the Purchaser certified by the appropriate government official in its jurisdiction of incorporation; (7) certificate of good standing for the Purchaser from its jurisdiction of incorporation; (8) the payment referred to in Section 2.3(1); (9) certified copies of minutes or unanimous written consents of the Board of Directors of the Purchaser (and any applicable PurchasersAffiliates), and if required, the shareholders of the Purchaser (and any applicable Affiliates), approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by Agreement; (10) an opinion of Purchaser's Solicitors addressed to the Vendor and Vendor's Solicitors in addition the form set forth in Exhibit 3.3(8); (11) the GST election referred to such other assignments and assumptions in Section 2.6; (including, but not limited to, 12) the Co-Pack Agreement; (13) the Supply Agreement; (14) the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (iv15) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable PurchasersCoffee Machine Loan Agreement; (v16) the Mutual Transition Services Ice Cream Cabinet Loan Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Agreement, duly executed by Purchaser Parent and US Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating to each of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessary; and (ix17) all such other documentsconsents, agreements, instruments or writings and documents as may be reasonably required by the Vendor to be delivered to Sellers at or prior to Closing pursuant to complete the transactions provided for in this Agreement.

Purchaser’s Closing Deliveries. Purchasers At the Closing, Purchaser, at its sole cost and expense, shall have deliver or cause to be delivered the following items to Sellers Seller or to Escrow Agent (or such other party as appropriateapplicable): (a) the following: (i) the Initial Purchase Price, payable Balance by Federal Reserve wire transfer of immediately available funds in accordance with the timing and other requirements of Section 3.13.2, and Purchaser’s written authorization and direction to the Escrow Agent to disburse the Down Payment to or as directed by Seller, as required by Section 3.2; (ii) a certificate, dated as of the Closing Date, from Purchaser Parent and US Purchaser, duly executed by an officer of Purchaser Parent, certifying that the conditions specified in Sections 7.2(a) and (b) have been satisfied as of the Closing Date; New York State Real Estate Transfer Tax Return (iii) the Xxxx of Sale, duly executed by the applicable Purchasers, in addition to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption AgreementTP-584), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilitiesPurchaser; (ivc) the NonNew York City Real Property Transfer Tax Return (NYC-U.S. Subsidiary Purchase AgreementsRPT), duly executed and acknowledged by the applicable PurchasersPurchaser; (vd) evidence reasonably satisfactory to Seller that the Person executing the Closing documents on behalf of Purchaser has full right, power, and authority to do so; (e) a certificate, from Purchaser, restating on and as of the Closing Date the accuracy of the representations made by Purchaser in Section 8.2; (f) the Mutual Transition Services LLC Agreement, duly executed by the Purchasers parties theretoPurchaser; (vig) a Contribution, Reimbursement and Indemnity Agreement in the Cross License form of Exhibit F with respect to each guarantee and environmental indemnity contemplated by Section 7.3(d) (the “Contribution and Indemnity Agreement”), duly executed by Purchaser Parent and US Purchasereach Guarantor; (viih) The Transitional Trademark License a property management agreement in the form of Exhibit G (subject to changes requested by any Refinancing Source, to be accepted or denied in Purchaser’s commercially reasonable discretion) relating to the management of the Property (the “New Property Management and Permitted Use Leasing Agreement”), duly executed by Purchaser Parent; (viii) assignment agreements relating to each of the Real Property Leases to which any Asset Selling Subsidiary is WWP MANAGER JV LLC, a party, as necessaryDelaware limited liability company; and (ixi) all such other documents, instruments documents as are reasonably required by the Title Company or writings required by law to be delivered to Sellers at or prior to Closing pursuant to effect the consummation of the transactions which are the subject of this Agreement.

Purchaser’s Closing Deliveries. Purchasers At the Closing, Purchaser shall have delivered deliver the following to Sellers Barrick: (or such other party as appropriatea) the following:Purchase Price paid and satisfied in accordance with Section 2.4(b) hereof; (b) certified copies of resolutions of the directors of Purchaser approving the transactions contemplated by this Agreement and the execution and delivery of this Agreement and all documents, instruments and agreements required to be executed and delivered by Purchaser pursuant to this Agreement and the performance by Purchaser of its rights and obligations thereunder; (c) in respect of each of the Transferable Royalties (other than any Australian Royalties if there is an Unsatisfied FIRB Condition and any Transferable Royalties for which a Third Party Consent has yet to be obtained), an executed Royalty Assignment Agreement (in the applicable form); (d) in respect of each of the Consideration Royalties, a duly executed original of each of the documents attached hereto as Schedule S; (e) all Books and Records relating to the Consideration Royalties (other than notices, correspondence, notes, written information, data and other documents provided to Purchaser by Barrick, its Affiliates or their predecessors in interest); (f) copies of all Third Party Consents received in connection with the Consideration Royalties; (g) unless there is an Unsatisfied FIRB Condition, evidence to Barrick acting reasonably that the FIRB Condition has been satisfied or fulfilled; (h) a certificate of Purchaser pursuant to and in accordance with Section 6.1(d); (i) a FIRPTA certificate in form and substance reasonably satisfactory to Barrick to the Initial Purchase Price, payable in accordance with Section 3.1; (ii) effect that Purchaser and/or each of its Affiliates that is transferring a certificate, dated as of the Closing Date, from Purchaser Parent and US Purchaser, duly executed by an officer of Purchaser Parent, certifying that the conditions specified in Sections 7.2(a) and (b) have been satisfied as of the Closing Date; (iii) the Xxxx of Sale, duly executed by the applicable Purchasers, in addition to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (iv) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Agreement, duly executed by Purchaser Parent and US Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements Consideration Royalty relating to each of property located in the Real Property Leases to which any Asset Selling Subsidiary United States is a party, as necessary; and (ix) all other documents, instruments or writings required to be delivered to Sellers at or prior to Closing pursuant to this Agreement.not a

Purchaser’s Closing Deliveries. Purchasers Except as otherwise provided below, on the business day prior to each Closing Date, Purchaser shall have deposit with the Escrowee for delivery to Purchaser on the Closing Date each of the following (duly executed by Purchaser, if applicable), with respect to all Projects and Venture Companies that are the subject of said Closing, provided that the documents described in Sections 6.02(b)(iv), (ix) and (x) shall be delivered at the time of the first Closing to Sellers (or such other party as appropriate) the followingoccur: (i) the Initial Purchase PriceCash Balance, payable in accordance which shall be deposited with Section 3.1; (ii) a certificate, dated as of the Closing Date, from Purchaser Parent and US Purchaser, duly executed by an officer of Purchaser Parent, certifying that the conditions specified in Sections 7.2(a) and (b) have been satisfied as of Escrowee on the Closing Date; (ii) Two (2) counterparts of an Assignment of Partnership Interests with respect to each of the Venture Companies that is a limited partnership; (iii) the Xxxx Two (2) counterparts of Salean Assignment of Membership Interests, duly executed by the applicable Purchasers, in addition with respect to such other assignments and assumptions (including, but not each Venture Company that is a limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilitiesliability company; (iv) Two (2) counterparts of the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable PurchasersMaster Agreement Termination; (v) Such filings, in the Mutual Transition Services Agreementappropriate public records, duly executed by as may be appropriate to evidence the Purchasers parties theretochange in composition of the Venture Companies (including, without limitation, amendments to partnership certificates, certificates of existence for limited liability companies); (vi) the Cross License Agreement, duly executed by Purchaser Parent A certificate updating Purchaser's representations and US Purchaserwarranties under Section 4.02; (vii) The Transitional Trademark License Evidence of Purchaser's authority (and Permitted Use Agreementthe authority of each of the Xxxxx Interest Holders) to consummate the transactions contemplated herein, duly executed by Purchaser Parentin a form reasonably satisfactory to Seller; (viii) Such assignment agreements and assumption documents relating to each the loan documents as reasonably requested by Purchaser or Seller consistent with Section 5.04; provided, however, that such documents shall not impose any greater obligations on Seller or take away any rights from Seller then provided under this Agreement; (ix) Two (2) counterparts of the Real applicable Kan Am Assumption Agreement, as and when required pursuant to Sections 3.03(b) or 3.03(c), as the case may be; (x) Two (2) counterparts of the Houston/Interfin Modification Documents; (xi) An assignment from Xxxxx Texas Acquisitions Limited Partnership to Simon Property Leases Group (Texas), L.P., of a 50% membership interest in Houston Development, L.L.C. (xii) Two (2) counterparts of a Non-Compete Agreement for each Project with respect to which any Asset Selling Subsidiary a Closing is a party, as necessarythen occurring; and (ixxiii) all other documentsThe original Simon Loan Releases and the original Xxxxx Xxx Am Releases, instruments or writings required to be delivered to Sellers at or prior to Closing pursuant to this Agreementtogether with photocopies of the Lender Consents and the Kan Am Consents.

Purchaser’s Closing Deliveries. Purchasers shall have delivered to Sellers (or such other party as appropriate) At the followingClosing, Purchaser shall: (i) pay to Seller the Initial Purchase Price, payable Closing Cash Consideration by wire transfer in accordance with Section 3.1immediately available funds to the account(s) specified in writing by Seller; (ii) a certificate, dated as of deposit the Closing Date, from Purchaser Parent Indemnity Escrow Amount and US Purchaser, duly executed by an officer of Purchaser Parent, certifying that the conditions specified in Sections 7.2(a) and (b) have been satisfied as of Earnout Escrow Amount with the Closing DateEscrow Agent; (iii) deliver to Seller original stock certificates evidencing the Xxxx of Sale, duly executed by the applicable Purchasers, in addition to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilitiesShares; (iv) pay the Non-U.S. Subsidiary Purchase Agreements, duly executed by amount of all Indebtedness for Borrowed Money from the applicable PurchasersTransaction Consideration as provided in the Payoff Letters; (v) pay the Mutual Transition Services Agreement, duly executed by Seller Transaction Expenses from the Purchasers parties theretoTransaction Consideration as provided in the Closing Payoff Certificate; (vi) pay the Cross License Agreement, duly executed by Purchaser Parent and US PurchaserChange of Control Payments as provided in the Closing Payoff Certificate; (vii) The Transitional Trademark License and Permitted Use Agreement, deliver to Seller the Xxxx of Sale duly executed by Purchaser ParentPurchaser; (viii) assignment agreements relating deliver to Seller a certificate of an officer of Purchaser dated the Closing Date certifying to (A) Purchaser’s Governing Documents, (B) the adoption of resolutions of Purchaser approving the transactions contemplated by the Transaction Documents and appointing each Shareholder as an officer of Purchaser, and (C) the incumbency of the Real Property Leases officers signing the Transaction Documents on behalf of Purchaser (together with their specimen signatures); (ix) deliver to which any Asset Selling Subsidiary is Seller a partygood standing certificate, as necessaryof a recent date, for Purchaser certified by the Secretary of State of Florida; (x) deliver to Seller the Transition Services Agreement executed by Purchaser; (xi) deliver to Seller the Executive Employment Agreements, each duly executed by Purchaser and Parent; (xii) deliver to Seller a Florida resale certificate for the inventory; and (ixxiii) all other documents, instruments or writings required to be delivered to Sellers at or prior to Closing pursuant to this Agreementthe Escrow Agreement executed by Purchaser and the escrow agent.

Purchaser’s Closing Deliveries. Purchasers At the Closing, the Purchaser shall have deliver or cause to be delivered to Sellers the Vendor the following documents and payments: (a) a certificate of status or such its equivalent under the laws of the jurisdiction of its incorporation with respect to the Purchaser and the Guarantor; (b) a certificate of the President or other party as appropriate) senior officer of each of the followingPurchaser and the Guarantor certifying: (i) the Initial Purchase Pricecorporate status of the Purchaser or the Guarantor, payable in accordance with Section 3.1as applicable; (ii) a certificate, dated as the resolutions of the Closing Datemanagement, from board and/or (if required by Applicable Law) equity holder(s) of the Purchaser Parent or the Guarantor, as applicable, authorizing the execution, delivery and US Purchaserperformance of this Agreement and of all contracts, duly executed agreements, instruments, certificates and other documents required by an this Agreement to be delivered by the Purchaser or the Guarantor, as applicable; and (iii) the incumbency and signatures of the officers of the Purchaser or the Guarantor, as applicable, executing this Agreement and any other document relating to the transactions contemplated by this Agreement; (c) a bring-down certificate of the President or other senior officer of the Purchaser Parent, certifying that the conditions specified in Sections 7.2(a) and (b) have been satisfied dated as of the Closing Date; (iiid) the Xxxx of Salepayment referred to in Section 2.2(a); (e) the Promissory Notes, duly executed by the applicable Purchasers, in addition to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (iv) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Agreement, duly executed by Purchaser Parent and US Purchaser; (viif) The Transitional Trademark License the Teck Waiver and Permitted Use Agreement, duly executed by Purchaser ParentAcknowledgement; (viiig) assignment agreements relating documentation satisfactory to each the Vendor evidencing satisfaction of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessaryconditions in Section 5.3(5); and (ixh) all such other documentsassurances, consents, agreements, documents and instruments or writings as may be reasonably required by the Vendor to be delivered to Sellers at or prior to Closing pursuant to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Vendor, acting reasonably.

Purchaser’s Closing Deliveries. Purchasers At the Closing, in addition to those Closing deliveries required of Purchaser pursuant to other provisions of this Agreement, Purchaser shall have delivered deliver to Sellers Seller (which delivery may be effected by depositing or such other party as appropriate) causing to be deposited in escrow with Escrow Agent in accordance with escrow instructions consistent with this Agreement), the following: (i) cash on account of the Initial Purchase PricePrice (by wire transfer of immediately available U.S. funds) as required by Section 3, payable with a credit for the Deposit as provided in accordance with Section 3.12; (ii) a Closing Statement; (iii) a counterpart original of the Xxxx of Sale; (iv) a counterpart original of the Assignment and Assumption of Intangibles; (v) a certificate, dated confirming that Purchaser’s representations and warranties set forth in Section 14(b) are true and correct in all material respects as of the Closing Date, from Purchaser Parent and US Purchaser, duly executed by an officer of Purchaser Parent, certifying that the conditions specified in Sections 7.2(a) and (b) have been satisfied as of the Closing Date; (iii) the Xxxx of Sale, duly executed by the applicable Purchasers, in addition to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (iv) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Agreement, duly executed by the Purchasers parties thereto;; and (vi) fully completed and executed copies of all required tank, well, septic, generator and similar equipment and facilities registration, permitting and transfer forms, to the Cross License Agreementextent applicable, duly executed by it being agreed that upon Closing Purchaser Parent shall assume full responsibility and US Purchaser;liability for such equipment and facilities and for filing all related forms, registrations and other required documentation therefor. (vii) The Transitional Trademark License a counterpart original of the Separate Release fully executed and Permitted Use Agreement, duly executed acknowledged by Purchaser Parent;(and any permitted assignee), in recordable form together with irrevocable instructions to the Escrow Agent to cause such Separate Release to be recorded in accordance with the requirements of Section 12(b)(i) of this Agreement. (viii) assignment agreements relating to each of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessary; andcompleted standard Illinois State and County forms PTAX 203 and PTAX 203A; (ix) all such other documentsdocuments and instruments as may reasonably be required by the Title Company to consummate this transaction and otherwise to effect the agreements of the Parties hereto, instruments provided the same are consistent with this Agreement and are customarily provided by sellers of properties similar to the Property and located in the county in which the Property is located or writings required to be delivered to Sellers at or prior to Closing pursuant to which are otherwise customary in the case of a closing conducted in accordance with the procedures contemplated by this Agreement.

Purchaser’s Closing Deliveries. Purchasers Purchaser shall have delivered deliver the following to Sellers the Escrow Agent for Closing, in compliance with Section 2.3 hereof: (or such other party as appropriatea) With respect to the followingProperties: (i) Purchaser’s duly executed counterpart to a Bxxx of Sale and Assignment of Leases, Contracts and General Intangibles (individually a “Bxxx of Sale and Assignment,” and collectively the Initial Purchase Price“Bills of Sale and Assignment”) for each Property, payable in accordance with Section 3.1substantially the form of Exhibit A attached hereto; (ii) Intentionally Deleted; (iii) Purchaser’s duly executed counterpart to a certificateProhibition Against Condominium Conversion Agreement for the Leigh House Property and the Sovereign Property (individually a “Condominium Conversion Prohibition Agreement” and collectively the “Condominium Conversion Prohibition Agreements”), in substantially the form of Exhibit C attached hereto, adapted to the specific recording requirements and statute of repose for the jurisdiction in which each such Property is located; (iv) Purchaser’s duly executed counterpart to each of the Closing Statements; and (v) Solely with respect to the Sovereign Property, Purchaser’s duly executed counterpart to a Notice Regarding Texas Water Code in the form of Exhibit G attached hereto. (b) With respect to the transactions contemplated hereunder: (i) The Purchase Price as specified in 2.2, as adjusted by the application of the Exxxxxx Money, and by the adjustments, prorations and credits provided herein; (ii) to the extent that same are required to be executed by Purchaser under Applicable Law, all transfer tax returns or forms required for the conveyance of any of the Properties, in each case, as prepared by the Sellers in coordination with and reasonably acceptable to Purchaser and duly executed by Purchaser; (iii) such evidence as the Title Company may reasonably require as to the authority of the Person or Persons executing documents on behalf of Purchaser, and as to the legal existence and good standing of Purchaser; (iv) a certificate dated as of the Closing Date, from Purchaser Parent Date and US Purchaser, duly executed by an officer Purchaser, stating that the representations and warranties of Purchaser Parent, certifying that the conditions specified contained in Sections 7.2(a) Article 4 of this Agreement are true and (b) have been satisfied correct in all material respects as of the Closing Date; (iii) the Xxxx of Sale, duly executed by the applicable Purchasers, in addition to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (iv) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers;; and (v) such additional documents as shall be reasonably requested by the Mutual Transition Services Escrow Agent or the Title Company to consummate the transaction contemplated by this Agreement; provided, however, that in no event shall Purchaser be required to indemnify the Title Company, the Escrow Agent, any Seller, or any other party pursuant to any such documents, or undertake any other material liability not expressly contemplated in this Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Agreement, duly executed by unless Purchaser Parent and US Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating elects to each of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessary; and (ix) all other documents, instruments or writings required to be delivered to Sellers at or prior to Closing pursuant to this Agreementdo so in its sole discretion.

Purchaser’s Closing Deliveries. Purchasers At the Closing, the Purchaser shall have deliver or cause to be delivered to Sellers GCL the following documents and payments: (a) a certificate of status or such its equivalent under the laws of the jurisdiction of its incorporation with respect to the Purchaser and the Guarantor; (b) a certificate of the President or other party as appropriate) senior officer of each of the followingPurchaser and the Guarantor certifying: (i) the Initial Purchase Pricecorporate status of the Purchaser or the Guarantor, payable in accordance with Section 3.1as applicable; (ii) a certificate, dated as all required resolutions of the Closing Datemanagement, from Purchaser Parent and US Purchaser, duly executed by an officer of Purchaser Parent, certifying that the conditions specified in Sections 7.2(aboard and/or equity holder(s) and (b) have been satisfied as of the Closing Date;Purchaser or the Guarantor, as applicable, authorizing the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Purchaser or the Guarantor, as applicable; and (iii) the Xxxx incumbency and signatures of Salethe officers of the Purchaser or the Guarantor, as applicable, executing this Agreement and any other document relating to the transactions contemplated by this Agreement; (c) payment of the Base Purchase Price, as adjusted pursuant to Section 2.3(a); (d) evidence of the release of the Vendor Financial Assurances or the Closure Indemnity Agreement together with the Purchaser’s supporting financial assurances as set out in Section 7.14; (e) the Transition Services Agreement duly executed by the applicable Purchasers, in addition to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (iv) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Agreement, duly executed by Purchaser Parent and US Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating to each of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessary; and (ixf) all such other documentsassurances, consents, agreements, documents and instruments or writings as may be reasonably required by GCL to be delivered to Sellers at or prior to Closing pursuant to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to GCL, acting reasonably.

Purchaser’s Closing Deliveries. Purchasers Purchaser shall have delivered deliver the following to Sellers the Escrow Agent for Closing, in compliance with Section 2.3 hereof: (or such other party as appropriatea) With respect to the followingProperty: (i) Purchaser’s duly executed counterpart to a Bxxx of Sale and Assignment of Leases, Contracts and General Intangibles (the Initial Purchase Price“Bxxx of Sale and Assignment”) for the Property, payable in accordance with Section 3.1substantially the form of Exhibit A attached hereto; (ii) Intentionally Deleted; (iii) Purchaser’ duly executed counterpart to a certificateProhibition Against Condominium Conversion Agreement for the Property (the “Condominium Conversion Prohibition Agreement”), in substantially the form of Exhibit C attached hereto; (iv) Purchaser’s duly executed counterpart to the Closing Statement; and (v) Intentionally Deleted. (b) With respect to the transactions contemplated hereunder: (i) The Purchase Price as specified in Section 2.2, as adjusted by the application of the Exxxxxx Money, and by the adjustments, prorations and credits provided herein; (ii) to the extent that same are required to be executed by Purchaser under Applicable Law, all transfer tax returns or forms required for the conveyance of the Property, in each case, as prepared by Seller in coordination with and reasonably acceptable to Purchaser and duly executed by Purchaser; (iii) such evidence as the Title Company may reasonably require as to the authority of the Person or Persons executing documents on behalf of Purchaser, and as to the legal existence and good standing of Purchaser; (iv) a certificate dated as of the Closing Date, from Purchaser Parent Date and US Purchaser, duly executed by an officer Purchaser, stating that the representations and warranties of Purchaser Parent, certifying that the conditions specified contained in Sections 7.2(a) Article 4 of this Agreement are true and (b) have been satisfied correct in all material respects as of the Closing Date; (iii) the Xxxx of Sale, duly executed by the applicable Purchasers, in addition to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (iv) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers;; and (v) such additional documents as shall be reasonably requested by the Mutual Transition Services Escrow Agent or the Title Company to consummate the transaction contemplated by this Agreement; provided, however, that in no event shall Purchaser be required to indemnify the Title Company, the Escrow Agent, Seller, or any other party pursuant to any such documents, or undertake any other material liability not expressly contemplated in this Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Agreement, duly executed by unless Purchaser Parent and US Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating elects to each of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessary; and (ix) all other documents, instruments or writings required to be delivered to Sellers at or prior to Closing pursuant to this Agreementdo so in its sole discretion.

Purchaser’s Closing Deliveries. Purchasers Purchaser shall have deliver, or cause to be delivered to Sellers Seller at each Closing (or such other party as appropriateunless otherwise set forth below) all of the followingfollowing documents in form and substance satisfactory to Seller: (a) A certificate of the secretary of Purchaser, certifying as to the names and true signatures of the officers of Purchaser authorized to sign this Agreement and the other Transaction Documents to be delivered by Purchaser hereunder; (b) Copies of (i) the Initial Purchase Priceresolutions duly adopted by Purchaser’s general partner authorizing the execution, payable in accordance with Section 3.1delivery and performance by Purchaser of this Agreement and each of the other Transaction Documents, and the consummation of all of the other transactions hereunder and thereunder, and (ii) the partnership agreement and certificate of formation, each of the foregoing resolutions and documents certified as true, complete and accurate as of the Closing Date by the secretary of Purchaser; (iic) a certificate, A certificate dated as of the Closing Date, Date from Purchaser Parent and US Purchaser, duly executed by an officer of Purchaser Parent, certifying that the conditions specified in Sections 7.2(a) and (b) Section 6 that are not otherwise waived in writing by Purchaser have been fully satisfied or waived by Purchaser and that the representations and warranties made by Purchaser in this Agreement are true and correct as of the Closing Date; (iiid) The applicable portion of the Xxxx Purchase Price, as the same may be adjusted in accordance with this Agreement and as evidenced by the Closing Statement; (e) At the First Closing only, the non-competition consideration described in the Non-Competition Agreement, to be delivered to Seller and Principal in accordance with the terms of the Non-Competition Agreement and the Closing Statement; (f) At the First Closing only, the Escrow Funds delivered to the Escrow Agent pursuant to Section 12; (g) At the First Closing only, the Grand Prairie Reimbursement will be paid to Seller. (h) Originals of the Bills of Sale, duly Lease Assignments, Non-Competition Agreement, Escrow Agreement, the Amendments, Contract Assignments, Intellectual Property Assignments, Closing Statement, each executed by the applicable Purchasers, in addition to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (iv) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Agreement, duly executed by Purchaser Parent and US Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating to each of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessary; and (ixi) all Such other documents, instruments or writings required documents relating to be delivered to Sellers at or prior to Closing pursuant to the transactions contemplated by this AgreementAgreement as Seller may reasonably request.

Purchaser’s Closing Deliveries. Purchasers Upon the items referred to in Section 1.04(a) being available for inspection and ready for delivery, Purchaser shall have delivered to Sellers deliver (or such other party as appropriatecause to be delivered) to the followingSellers: (i) payment, by wire transfer to a bank account or bank accounts designated in writing by the Initial Sellers (such designation to be made at least two Business Days before the Closing Date), of immediately available funds in an amount equal to the difference between (x) the Purchase Price, payable in accordance with Price and (y) the sum of the Escrowed Funds to be paid to the Sellers at Closing pursuant to Section 3.19.07 (Release from Escrow); (ii) a certificateexecuted counterparts of each of the following executed by Purchaser (or, dated to the extent specified, CWCAM): (A) each Assignment and Assumption Agreement, and such other instruments of assumption as may be reasonably requested by the Sellers in connection with the Transferred Assets; (B) each Amended and Restated CMA; (C) an amended and restated special servicing agreement (“CWCAM Special Servicing Agreement”) effective as of the Closing Date, from Purchaser Parent and US Purchaser, duly executed by an officer of Purchaser Parent, certifying that the conditions specified Date providing for CWCAM to be special servicer in Sections 7.2(a) and (b) have been satisfied as respect of the Closing DateCDO Issuer Assets referred to therein, in a form consistent with obtaining Rating Agency Confirmation in respect of the appointment of CWCAM as the special servicer as may be reasonably acceptable to the parties to such agreement and which does not necessitate the obtaining of any consent of the “Secured Parties” pursuant to Section 14 of the Special Servicing Agreement; (D) the CDO Issuer 2006 and CDO Issuer 2007 CMA Waiver Letter; (E) the letter listed on Schedule 1.04(b); (F) the Escrow Agreement; (G) the CDO Issuers Letter Agreement; (H) the Servicing Subordination Agreement; and (I) the Advancing Agent Appointment Letter. (iii) in accordance with Section 1.01(g), either (A) executed counterparts of a supplemental indenture in respect of each of the Xxxx CDO Indentures executed by Purchaser in substantially the form of SaleExhibit M except for any changes required by (x) the Rating Agencies in connection with the provision of Rating Agency Confirmation or (y) any CDO Issuer party thereto and reasonably acceptable to the other parties thereto, duly executed which supplemental indentures shall permit each CDO Issuer to form and own Subsidiaries (each, a “Supplemental Indenture”) or (B) solely at Purchaser’s discretion, with notice to the Sellers at least three (3) Business Days prior to Closing, documents evidencing alternative transfer arrangements reasonably satisfactory to Purchaser (collectively, “Alternative REO Transfer Documents”), which documents shall permit the holding of the CDO REO Holdco Interests by one or more alternative special purpose vehicles (“Alternative REO Vehicles”) as nominee for the benefit of the applicable CDO Issuers, in each case, solely for the purpose of holding title to the REO Property (as defined herein) and any other real property and interests in real property that from time to time may be acquired by the applicable Purchasers, in addition to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilitiesCDO Issuer; (iv) an opinion of legal counsel to CWCAM addressing certain matters relating to the Non-U.S. Subsidiary Purchase Agreements, duly executed by CWCAM Special Servicing Agreement required to be addressed under Section 5 of the applicable PurchasersSpecial Servicing Agreement in respect of CWCAM; (v) an opinion of legal counsel to Purchaser addressed to the Mutual Transition Services AgreementTrustee, duly executed as to such matters that the Trustee reasonably requests and is entitled to request in such an opinion from the CDO Issuers pursuant to Section 8.3 of each of the CDO Indentures in connection with the execution by the Purchasers parties theretoTrustee of each Supplemental Indenture (excluding any tax matters on which an opinion is required pursuant to the Supplemental Indenture), in the form satisfactory to the applicable Trustee and the Rating Agencies; provided that such opinion may expressly rely upon, and is subject to the receipt by Purchaser of, the opinion of legal counsel to the Sellers described in Sections 1.04(a)(ix) and (x); (vi) an opinion of legal counsel to Purchaser addressing such other matters relating to Purchaser as may be required to be addressed under the Cross License AgreementCDO Agreements by the terms thereof in respect of Purchaser, duly executed except to the extent covered by Purchaser Parent the opinions in Sections 1.04(b)(iv) and US Purchaser(v); (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed counterparts by Purchaser Parentof the documents referred to in Section 1.04(d) required to be delivered by Purchaser and its Affiliates, to be held in escrow; (viii) assignment agreements relating to each a certificate of the Real Property Leases secretary of Purchaser as to which any Asset Selling Subsidiary is a partycorporate and incumbency matters, as necessaryin form and substance reasonably acceptable to the Sellers; and (ix) all the other documents, instruments or writings documents required to be delivered to Sellers at or prior to Closing by it pursuant to this AgreementArticle VI (Conditions Precedent).

Purchaser’s Closing Deliveries. Purchasers At the Closing, the Purchaser shall have deliver or cause to be delivered to Sellers the Vendors (or such other party as appropriate) to the Monitor, if so indicated below), the following: (i1) the Initial Purchase Pricepayment referred to in Section 3.2(2), payable in accordance with Section 3.1which shall be made to the Monitor; (ii2) the payment of all GST/HST and QST (if any) required to be paid on Closing shall be made to the Monitor; (3) the General Conveyance, duly executed by the Purchaser; (4) the payment of all Cure Costs shall be made to the Monitor, or evidence that the Cure Costs have been paid directly to the applicable counterparty shall be delivered; (5) the Assignment and Assumption Agreement, duly executed by the Purchaser; (6) the Replacement Surety Bonds, if required; (7) a certificate, bring-down certificate executed by a senior officer of the Purchaser dated as of the Closing Date, from Purchaser Parent in form and US Purchasersubstance satisfactory to the Vendors, duly executed by an officer of Purchaser Parentacting reasonably, certifying that (a) all of the conditions specified representations and warranties of the Purchaser hereunder remain true and correct in Sections 7.2(a) and (b) have been satisfied all material respects as of the Closing Date, and (b) all of the terms and conditions set out in this Agreement to be complied with or performed by the Purchaser at or prior to Closing have been complied with or performed by the Purchaser in all material respects; (iii8) the elections referred to in Section 3.5; (9) the Xxxx Deed(s) of Sale, duly executed by the applicable Purchasers, in addition to such other assignments and assumptions Purchaser; (including, but not limited to, 10) the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption AgreementMining Rights Transfer(s), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilitiesthe Purchaser; (iv11) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Access Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Agreement, duly executed by Purchaser Parent and US Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating to each of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessary; and (ix12) all such other documentsagreements, documents and instruments or writings and Deeds of Sale as may be reasonably required by the Vendors to be delivered to Sellers at or prior to Closing pursuant to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonably.

Purchaser’s Closing Deliveries. Purchasers At the Closing, the Purchaser shall have deliver or cause to be delivered to Sellers (the Vendor the following documents or such other party as appropriate) the followingthings: (i) the Initial Purchase Price, payable in accordance with Section 3.1; (iia) a certificate, bring-down certificate of a senior officer of the Purchaser dated as of the Closing Date, from Purchaser Parent and US Purchaser, duly executed by an officer of Purchaser Parent, Date certifying that (i) the representations and warranties of the Purchaser in Section 3.2 are true and correct in all material respects at the Closing (other than those that are qualified as to materiality, which shall be true and correct in all respects at the Closing after giving effect to such qualification) with the same force and effect as if such representations and warranties were made on and as of such date (other than those that speak only as of a specific date, which shall be true and correct as of that date); and (ii) the Purchaser has performed and complied with all of the terms and conditions specified in Sections 7.2(a) and this Agreement on its part to be performed or complied with at or before the Closing Time; (b) have been satisfied as certified copies of (i) the constating documents and by-laws of the Closing DatePurchaser; (ii) the resolutions of the board of directors of the Purchaser approving the execution, delivery and performance of this Agreement; and (iii) a list of the directors and officers of the Purchaser authorized to sign this Agreement or other agreements and documents referred to in this Agreement to which the Purchaser is a party, together with their specimen signatures; (iiic) a certificate of status, compliance, good standing or like certificate with respect to the Xxxx Purchaser issued by appropriate government officials of Saleits jurisdiction of incorporation, duly executed by the applicable Purchasers, in addition to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilitiescontinuance or creation; (ivd) certificates or other evidences representing the Non-U.S. Subsidiary Purchase Agreements, duly executed Consideration Shares registered as directed by the applicable PurchasersVendor; (ve) evidence in form satisfactory to the Mutual Transition Services Vendor, acting reasonably, that the regulatory approvals listed in Schedule 4.3(e) have been obtained; (f) a counterpart to the Lock-Up Agreement, duly executed by the Purchasers parties theretoPurchaser; (vig) a counterpart to the Cross License Resale Agreement, duly executed by Purchaser Parent and US the Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating to each of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessary; and (ixh) all such other documentsassurances, consents, agreements, documents and instruments or writings as may be reasonably required by the Vendor (and advised to be delivered to Sellers at or the Purchaser not less than 10 Business Days prior to the Closing pursuant Date and which are within the power of the Purchaser to provide) to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Vendor, acting reasonably.

Purchaser’s Closing Deliveries. Purchasers At the Closing, Purchaser shall have delivered deliver to Crompton in form and substance reasonably satisfactory to Crompton and the Sellers (or such other party as appropriate) the followingand consistent with this Agreement: (ia) The Closing Agreements to which Purchaser or any of its Affiliates is a party, each in the Initial Purchase Priceform of the respective Exhibits attached hereto or later agreed to by the parties, payable in accordance with Section 3.1;executed as applicable by an authorized officer of Purchaser or its Affiliate. (iib) Copies of resolutions adopted by the Board of Directors of Purchaser authorizing the execution and delivery of, and performance of Purchaser's obligations under, this Agreement and the Closing Agreements to which Purchaser is a party, certified by the Secretary or an Assistant Secretary of Purchaser. (c) The Second LLC Amendment executed by Purchaser. (d) A Certificate of Legal Existence for Purchaser issued by the Secretary of State of the jurisdiction of its formation and dated not more than ten (10) business days prior to the Closing Date. (e) A certificate, in the form to be attached following the date hereof as Exhibit K, executed by an authorized officer of Purchaser certifying that the representations, warranties and agreements of Purchaser contained in this Agreement are true and accurate as of the date when made and as of the Closing Date and that Purchaser has satisfied and performed in all material respects all of its obligations hereunder. (f) A written opinion, of the general counsel or assistant general counsel to Purchaser and its Affiliates, dated as of the Closing Date, from in the form of Exhibit C hereto. (g) Evidence of any authorization, consent, approval or filing with any public body or Governmental Authority or any other Person necessary in order to consummate the transactions contemplated by this Agreement and required to be obtained by Purchaser. (h) Incumbency and Specimen Signature Certificate for the Purchaser Parent and US Purchaser, duly executed by an officer of Purchaser Parent, certifying that the conditions specified in Sections 7.2(a) and (b) have been satisfied as of its Affiliates who are party to this Agreement or the Closing Date;Agreements, in the form to be attached following the date hereof as Exhibit J. (iiii) the Xxxx of Sale, duly executed by the applicable Purchasers, in addition to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly Amendments executed by Purchaser Parent(to be filed after the Closing) to the state qualification forms of the Company, in respect reflecting that Purchaser is the sole Member of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities;the Company. (ivj) the Non-U.S. Subsidiary Purchase Agreements, duly The Bayer Letter Agreement executed by Bayer CropScience AG, and the applicable Purchasers; (v) the Mutual Transition Services Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Agreement, duly executed by Purchaser Parent and US Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating to each of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessary; and (ix) all other documents, instruments or writings required certificates to be delivered to Sellers at or prior to Closing pursuant to this Agreementprovided as required therein.

Purchaser’s Closing Deliveries. Purchasers On or before the Closing Date, Seller shall have delivered deliver to Sellers (Escrow Agent or such other party to Purchaser, as appropriate) , the following: (i) the Initial Purchase Price, payable in accordance with Section 3.1; (ii) a certificate, dated as of the Closing Date, from Purchaser Parent and US Date (as applicable): (i) a special warranty deed conveying the fee simple title in the Real Property to Purchaser, duly authorized, executed and acknowledged by Seller, in the form commonly used in the Commonwealth of Massachusetts and reasonably approved by Seller and Purchaser (the “Deed”); (ii) two (2) counterparts of a Xxxx of Sale and Assignment and Assumption Agreement (the “Xxxx of Sale and Assignment”) transferring to Purchaser all of the Furnishings, Expendables and Consumables, the Bookings, the Books and Records, the Hotel Contracts, and the assignable Permits, (other than those items leased or loaned to Seller), which Xxxx of Sale and Assignment shall contain an indemnity by Seller of Purchaser with respect to obligations arising thereunder prior to the Closing Date, and a reciprocal indemnity by Purchaser of Seller with respect to obligations arising thereunder subsequent to the Closing Date, duly authorized and executed by an officer Seller, in the form attached hereto as Exhibit “F”, together with original certificates of title for all vehicles that are part of the Hotel, endorsed to transfer same to Purchaser Parent(and any necessary governmental forms to effect the transfer); (iii) a certificate executed by Seller (the “Seller’s Certificate”) stating that each of the representations and warranties of Seller set forth in this Agreement (as the same may be updated by Seller from time to time pursuant to and in accordance with Section 5.3) are, certifying that the conditions specified in Sections 7.2(a) and (b) have been satisfied as of the Closing Date, true and accurate in all respects as required by Section 8.9(a), in the form attached hereto as Exhibit “G”; (iv) evidence of termination of the Operating Lease and the Management Agreement (and Manager shall have peacefully vacated the Hotel); (v) possession of the Hotel and any and all keys, access codes and plans and specifications for the Hotel Improvements in Seller’s possession; (vi) a certified copy of such authorizations and approvals of Seller as the Title Company shall reasonably require; (vii) a FIRPTA Affidavit executed by Seller in form required by the Internal Revenue Service; (viii) the Closing Statement, the form and substance of which has been mutually approved by Purchaser and Seller; (ix) if applicable, the Tax Certificates required by Section 8.5(c) of the Agreement; (x) to the extent not previously delivered to Purchaser, copies (or originals if available) of the Hotel Contracts and assignable Permits, and all Books and Records, which shall be deemed to be delivered to Purchaser upon delivery of possession of the Hotel if located at the Hotel on the Closing Date; (iiixi) a customary affidavit of Seller (in form reasonably acceptable to the Xxxx of Sale, duly executed by the applicable Purchasers, Title Company) in addition to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (iv) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Agreement, duly executed by Purchaser Parent and US Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating to each favor of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessaryTitle Company; and (ixxii) all any other documentsagreements, documents and/or instruments as may be reasonably required or writings required requested by the Title Company to be delivered to Sellers at or prior to Closing pursuant to consummate this Agreementtransaction.

Purchaser’s Closing Deliveries. Purchasers At or prior to Closing, the Purchaser shall have deliver or cause to be delivered to Sellers (or such other party as appropriate) the followingVendor the following which are in form and substance satisfactory to the Vendor, acting reasonably: (ia) the Initial Purchase Price, payable in accordance with payments required to be made at Closing pursuant to Section 3.12.3; (iib) a certificate, certificate of status (or equivalent) for each of the Purchaser and the Parent dated no more than one Business Day prior to the Closing Date; (c) a bring-down certificate of the Purchaser in respect of the conditions set out in Section 4.2(1)(a) and Section 4.2(1)(b); (d) a certificate of an officer of the Purchaser dated as of the Closing Date, from attaching and certifying true, accurate and complete copies of: (i) the Constating Documents of the Purchaser Parent and US Purchaser, duly executed by an officer of Purchaser Parent, certifying that the conditions specified in Sections 7.2(a) and (b) have been satisfied effect as of the Closing Date; ; (ii) directors’ and shareholders’ resolutions (as applicable) for the Purchaser approving the Transactions; and (iii) the Xxxx incumbency and signatures of Sale, duly executed by the applicable Purchasers, in addition to such other assignments and assumptions (including, but not limited to, officers of the Transition Services Assignment and Assumption Purchaser executing this Agreement and any other document relating to the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilitiesTransactions; (ive) a certificate of an officer of the Parent dated as of the Closing Date, attaching and certifying true, accurate and complete copies of: (i) the Non-U.S. Subsidiary Purchase Agreements, duly executed by Constating Documents of the applicable PurchasersParent in effect as of the Closing Date; (ii) directors’ and shareholders’ resolutions (as applicable) for the Parent approving the Transactions; and (iii) the incumbency and signatures of the officers of the Parent executing this Agreement and any other document relating to the Transactions; (vf) the Mutual Transition Services Funds Flow Agreement, duly executed by the Purchasers parties thereto; Purchaser; - 29 - (vig) the Cross License Escrow Agreement, duly executed by Purchaser Parent and US the Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating to each of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessary; and (ix) all other documents, instruments or writings required to be delivered to Sellers at or prior to Closing pursuant to this Agreement.

Purchaser’s Closing Deliveries. Purchasers At the Closing, the Purchaser shall have delivered or cause to be delivered to the Sellers and/or Sellers’ Representative (or such other party as appropriateapplicable): (a) the following: (i) Escrow Agreement, duly executed by the Initial Purchase Price, payable in accordance with Section 3.1Purchaser and the Escrow Agent; (iib) any other Ancillary Agreements, duly executed by the Purchaser and its Affiliates who are a party thereto; (c) a secretary’s certificate, dated as of the Closing Date, from Purchaser Parent Date and US Purchaser, duly executed by an officer of Purchaser Parent, certifying that the conditions specified in Sections 7.2(a) and (b) have been satisfied as of the Closing Date; (iii) the Xxxx of Sale, duly executed by the applicable Purchaserssecretary of the Purchaser, in addition to such certifying: (i) the incumbency and specimen signature of each officer of the Purchaser or Parent, as applicable, executing this Agreement or any other assignments Ancillary Agreements on the Purchaser’s or Parent’s behalf; (ii) a copy of the resolutions authorizing the Purchaser’s and assumptions (includingXxxxxx’s execution, but not limited to, the Transition Services Assignment delivery and Assumption performance of this Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (iv) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Agreement, duly executed by Purchaser Parent and US Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating to each of the Real Property Leases to which any Asset Selling Subsidiary it is a party, including authorization to issue and deliver the shares of Parent Stock pursuant to Section 2.3(a)(iv); and (iii) that all such resolutions are in full force and effect and are all of the resolutions adopted in connection with the Transaction; (d) evidence, in form and substance reasonably acceptable to the Sellers’ Representative, from Xxxxxx’s registrar and transfer agent that the shares of Parent Stock to be delivered to the Sellers’ Representative, on behalf of the Participating Sellers, in accordance with Section 2.3(a)(iv) have been issued to and recorded in the name of the Sellers’ Representative in accordance with the terms of this Agreement; (e) a good standing certificate with respect to the Purchaser certified by the Secretary of State of the State of the Purchaser’s incorporation or organization, as necessarythe case may be, as of a date not more than 30 days prior to the Closing Date; and (ixf) all other documents, instruments or writings required a certificate of good standing with respect to be delivered to Sellers at or Parent from the Registrar appointed under the Business Corporations Act (British Columbia) dated as of a date not more than 30 days prior to the Closing pursuant to this Agreement.Date. 50

Purchaser’s Closing Deliveries. Purchasers Subject to the conditions set forth in this Agreement, at the Closing, and simultaneously with the Company's deliveries hereunder: (a) The Purchaser shall have deliver or cause to be delivered to Sellers the Company the following: (or i) a certificate from the Chief Executive Officer and Chief Financial Officer of the Purchaser certifying as to the matters contemplated by Section 8.3(a); (ii) executed copies of the consents, if any, referred to in Section 5.6; (iii) New Employment Agreements, duly executed by the Purchaser; (iv) evidence of payment of the Purchase Price in the amounts set forth on Schedule 1.2; (v) the Option Cash Out Amount and, upon receipt thereof, the Purchaser shall cause the Company to pay for each Option outstanding as of immediately prior to the Closing an amount in cash, as set forth on Schedule 1.3, equal to: (i) the fair market value of the Securities underlying the unexercised portion of such Option as of the Closing Date, as established for purposes of this Agreement (in accordance with the terms of the 1999 Plan), less (ii) the aggregate exercise price of the unexercised portion of the Option, in exchange for the cancellation of such Option as of the Closing; (vi) evidence of payment of the Company's IPO Expense Reimbursement as required by Section 1.4; (vii) the Escrow Agreement duly executed by the Purchaser; (viii) evidence of payment of the Company's Additional Expenses as required by Section 1.5; and (ix) all such other party certificates, documents and instruments as appropriatethe Sellers' Representative shall reasonably request in connection with the consummation of the transactions contemplated by the Agreement. (b) The Purchaser shall deliver or cause to be delivered to the Sellers' Representative the following: (i) the Initial Purchase PriceIndemnification Expense Cash by wire transfer to the Sellers' Escrow Account; and (ii) the Escrow Agreement duly executed by the Purchaser. (c) The Purchaser shall deliver or cause to be delivered at the direction of the Sellers' Representative the following by wire transfer of immediately available funds: (i) the Class C Preference to the Invesco Entities, payable in accordance with Section 3.1PSSRG and CF pursuant to the allocation set forth on Exhibit C hereto; (ii) a certificate, dated as of the Closing Date, from Purchaser Parent and US Purchaser, duly executed by an officer of Purchaser Parent, certifying that Non-Management Sellers' Initial Cash Purchase Price to the conditions specified in Sections 7.2(a) and (b) have been satisfied as of Sellers except for the Closing Date;Management Sellers pursuant to the allocation set forth on Exhibit C hereto; and (iii) the Xxxx of Sale, duly executed by Management Sellers' Initial Cash Purchase Price to the applicable Purchasers, in addition Management Sellers pursuant to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities;allocation set forth on Exhibit C hereto. (iv) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Agreement, duly executed by Purchaser Parent and US Purchaser; (viid) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating to each of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessary; and (ix) all other documents, instruments shall deliver or writings required cause to be delivered to the Management Sellers at or prior to Closing the Management Sellers' Purchaser Stock Consideration pursuant to this the allocation set forth on Exhibit C hereto. (e) The Purchaser shall deliver or cause to be delivered to the Escrow Agent the Escrow Amount in accordance with the terms and conditions of the Escrow Agreement.

Purchaser’s Closing Deliveries. Purchasers At or prior to Closing, Purchaser shall have deliver or cause to be delivered to Sellers Seller (or such other party as appropriateunless waived in writing by Seller) the following: (i1) a certificate of the Initial Purchase PricePresident or other senior officer of each of Purchaser and the Guarantor certifying and attaching: (a) a certificate of good standing (or its equivalent) of Purchaser and of Guarantor under the Laws of the jurisdiction of its incorporation, payable in accordance with Section 3.1dated no more than ten (10) days prior to the Closing; (iib) resolutions of the board of directors of Purchaser and the Guarantor, as applicable, authorizing the execution, delivery, and performance of this Agreement and of all Contracts, agreements, instruments, certificates, and other documents required by this Agreement to be delivered by Purchaser and the Guarantor; and (c) the incumbency and signatures of the officers of Purchaser and the Guarantor, as applicable, executing this Agreement and any other document relating to the transactions contemplated by this Agreement; (2) a certificatecertificate executed by an authorized Representative of Purchaser, dated as of the Closing Date, from Purchaser Parent and US Purchaser, duly executed by an officer of Purchaser Parent, certifying that all of the conditions specified set forth in Sections 7.2(a5.3(1) and (b) have been 5.3(1), are satisfied as of the Closing Dateor waived; (iii3) the Xxxx of SaleClosing Payment, duly executed by the applicable Purchasers, in addition as adjusted pursuant to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption AgreementSection 2.3(1), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (iv4) evidence of release of the Non-U.S. Subsidiary Purchase Agreements, duly executed by Seller Financial Assurances or the applicable PurchasersClosure Indemnity Agreement together with Purchaser’s supporting financial assurances as set out in Section 7.11(7); (v5) the Mutual Transition Services Agreement, duly executed by the Purchasers parties theretoXxxxxxxxx; (vi6) an IRS Form 8023 (Elections under Section 338 for Corporations Making Qualified Stock Purchases) with respect to each of the Cross License AgreementCompany, XxXxxxx and Matoa, duly executed by Purchaser Parent the Purchaser, and US Purchaser; (viiany other analogous or corresponding form as requested by the Seller and required to be filed with any state, local or foreign Governmental Authority to effect the Section 338(h)(10) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating to each of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessaryElection; and (ix7) all such other assurances, consents, agreements, documents, and instruments or writings as may be reasonably required by Seller to be delivered to Sellers at or prior to Closing pursuant to complete the transactions provided for in this Agreement, all of which shall be in form and substance reasonably satisfactory to Seller.

Purchaser’s Closing Deliveries. Purchasers At the Closing, the Purchaser shall have delivered deliver to Sellers the Seller in form and substance reasonably satisfactory to the Seller and consistent with this Agreement: The Closing Agreements to which the Purchaser or any of its Affiliates is a party, each in the form of the respective Exhibits attached hereto or later agreed to by the parties, executed as applicable by an authorized officer of the Purchaser or its Affiliate. Copies of resolutions adopted by the Board of Directors of the Purchaser authorizing the execution and delivery of, and performance of the Purchaser's obligations under, this Agreement and the Closing Agreements to which the Purchaser is a party, certified by the Secretary or an Assistant Secretary of the Purchaser. [Intentionally Deleted] A Certificate of Compliance for the Purchaser issued by Industry Canada and dated not more than two (or such other party as appropriate2) business days prior to the following: (i) the Initial Purchase Price, payable in accordance with Section 3.1; (ii) a Closing Date. A certificate, dated in the form to be attached following the date hereof as Exhibit K, executed by an authorized officer of the Purchaser certifying that the representations, warranties and agreements of the Purchaser contained in this Agreement are true and accurate as of the date when made and as of the Closing Date, from Purchaser Parent Date and US Purchaser, duly executed by an officer of Purchaser Parent, certifying that the conditions specified Purchaser has satisfied and performed in Sections 7.2(aall material respects all of its obligations hereunder. Written opinions (i) of the general counsel or assistant general counsel to the Purchaser and its Affiliates, and (bii) have been satisfied as of counsel to the Purchaser and its Affiliates, each dated the Closing Date; (iii) Date and in form and substance reasonably satisfactory to the Xxxx Seller and to be attached following the date hereof as Exhibits C-1 and C-2 hereto, respectively. Evidence of Saleany authorization, duly consent, approval or filing with any public body or Governmental Authority or any other Person necessary in order to consummate the transactions contemplated by this Agreement and required to be obtained by the Purchaser. Incumbency and Specimen Signature Certificate for the Purchaser and its Affiliates who are party to this Agreement or the Closing Agreements, in the form to be attached following the date hereof as Exhibit J. Documents executed by the applicable Purchasers, in addition Purchaser (to such other assignments and assumptions (including, but not limited to, be filed after the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning Closing) to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (iv) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) provincial authorities, reflecting that the Mutual Transition Services Agreement, duly executed by the Purchasers parties thereto; (vi) the Cross License Agreement, duly executed by Purchaser Parent and US Purchaser; (vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent; (viii) assignment agreements relating to each of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessary; and (ix) all other documents, instruments or writings required to be delivered to Sellers at or prior to Closing pursuant to this Agreement.Partnership has been dissolved. [Intentionally Deleted]

Purchaser’s Closing Deliveries. Purchasers At the Closing, TheMaven and Purchaser shall have delivered to Sellers (or such other party as appropriate) deliver the following: (ia) the Initial Purchase PriceTo Seller, payable in accordance with Section 3.1; (ii) a certificate, dated as of the Closing Date, from Purchaser Parent and US Purchaser, duly executed by an officer of Purchaser Parent, certifying that the conditions specified in Sections 7.2(a) and (b) have been satisfied as of the Closing Date; (iii) the Xxxx of Sale, duly executed by the applicable Purchasers, in addition to such other assignments Purchaser and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement)any Further Transfer Document, duly executed by Purchaser, as Seller may reasonably request and as may be necessary to vest in Purchaser Parenttitle to all of the Transferred Assets as herein provided, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning each case subject to no Encumbrances except for Continuing Encumbrances, and for Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilitiesto assume the Assumed Liabilities as herein provided; (ivb) To Seller, the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers; (v) the Mutual Transition Services Assignment and Assumption Agreement, duly executed by the Purchasers parties theretoPurchaser; (vic) To Seller, the Cross License IP Assignment Agreement, duly executed by Purchaser Parent and US Purchaser; (viid) The Transitional Trademark License and Permitted Use To Seller, the Security Agreement, duly executed by Purchaser ParentPurchase and TheMaven; (viiie) assignment agreements relating To Seller, solely to each of the Real Property Leases to which any Asset Selling Subsidiary is a partyextent that, as necessaryof immediately prior to the Closing, there remains any outstanding indebtedness for borrowed money of Purchaser and/or TheMaven, as applicable, in favor of L2, the Intercreditor Agreement, duly executed by L2; (f) To the extent not previously paid, to the Auditors, the Auditor’s Fees; (g) To Seller, the Initial Cash Consideration, the Promissory Note and, subject to Section 1.3(b), the Closing Shares issuable to Seller; (h) To Say What, the Closing Shares issuable to Say What and, on the terms and subject to the conditions set forth in Section 1.3(a)(i)(5), the convertible preferred securities of TheMaven contemplated by Section 1.3(a)(i)(5); (i) To each Continuing Service Provider, the number of Continuing Employee Service Awards set forth opposite such Continuing Service Provider’s name on the Continuing Employee Service Awards Allocation Schedule; (j) To Seller’s legal advisors on behalf of Seller, the Legal Fees Reimbursement; (k) To each Continuing Service Provider, Employment Letters and/or Service Provider Agreements, as applicable, for such Continuing Service Provider, duly executed by Purchaser; and (ixl) To Seller, Lock-Up Agreements with respect to the Closing Shares, duly executed by TheMaven; (m) To Seller, The Sallyport Consent; and (n) all such other documentscertificates, instruments instruments, agreements and other documents described or writings required otherwise referred to be delivered to Sellers at or prior to Closing pursuant to this Agreementin Section 2.2 and Section 2.3 hereof.