Common use of Seller Deliverables Clause in Contracts

Seller Deliverables. Subject to the terms hereof, the Sellers shall have delivered, or caused the Company to deliver to Parent, the following additional documents and instruments: (i) subject to Section 2.1(d), the Certificates representing the shares of Common Stock owned by such Seller, accompanied by instruments of transfer or assignment endorsed in blank and dated the Closing Date, in form reasonably satisfactory to Parent; (ii) with respect to any shares of Common Stock represented by a certificate which has been lost, stolen or destroyed, an affidavit of the applicable Seller in form and substance reasonably satisfactory to Parent stating that such certificate has been lost, stolen or destroyed, and such other documentation (including an indemnity, in form and substance satisfactory to Parent and the Representative, against any claim that may be made against the Company or any security holder with respect to such certificate) that Parent and the Representative shall require with respect to the shares of Common Stock formerly represented by such lost, stolen or destroyed certificate (but in no event shall such Seller be obligated to post a bond with respect to such lost, stolen or destroyed certificate); (iii) counterpart signature pages to the Escrow Agreement, duly executed and attested by appropriate officers of the Company and the Representative; (iv) counterpart signature pages to the Xxxxxxx Noncompetition Agreement, duly executed by Xxxxxx X. Xxxxxxx; (v) counterpart signature pages to the Xxxxxx Noncompetition Agreement, duly executed by Xxxxxxx Xxxxxx; (vi) certificates (dated not more than ten days prior to the Closing) as to the good standing of each of the Company and the Subsidiaries in its jurisdiction of organization and each other jurisdiction in which it is qualified to do business as a foreign entity; (vii) all payoff letters (and related UCC-3 termination statements) relating to the payment in full of all Indebtedness, and receipts or other acknowledgments reasonably acceptable to Parent that all Seller Expenses have been paid; (viii) a certificate from the secretary of the Company, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of the Company; (ix) a certificate from an officer of each Seller that is not an individual, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of such Seller; (x) the resignations, effective upon the Closing, of each officer and director of each of the Company and the Subsidiaries other than those designated by Parent to remain in office, if any; (xi) appropriate documents reasonably requested by Parent with respect to the transfer or establishment of bank accounts, signing authority, etc.; (xii) evidence reasonably satisfactory to Parent that the agreements between the Company and any Seller or any affiliates of any Seller listed on Schedule 2.3(d)(xi) have been terminated; (xiii) each of the consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person set forth on Schedule 2.3(d)(xii); (xiv) evidence that the Company has obtained and paid for the Tail Policy; (xv) a certificate of the Company certifying that the conditions set forth in Sections 9.3(a) and (c) have been satisfied, dated as of the Closing and signed on behalf of the Company by a duly authorized officer of the Company; (xvi) a certificate of each Seller who is claiming an exemption from tax withholding under Section 1445 of the Code certifying that such Shareholder is not a foreign person (which certificate shall be in the form set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)); and (xvii) such other documents relating to the transactions contemplated by this Agreement as Parent may reasonably request.

Seller Deliverables. Subject to the terms hereof, the Sellers Seller shall have delivered, or caused to have been delivered, to Buyer each of the Company to deliver to Parent, the following additional documents and instrumentsfollowing: (ia) a counterpart, executed by Seller, of an assignment of membership interests evidencing the assignment and transfer to Buyer of all of the Membership Interests, substantially in the form of Exhibit A (the “Membership Interests Assignment Agreement”); (b) an executed counterpart of one or more assignment and assumption agreements, each substantially in the form of Exhibit B (each an “Assignment and Assumption Agreement”) which shall effect the assignment to Buyer, one of the Project Companies or an Affiliate of Buyer (as applicable, the “Assignee”) of each Assigned Contract by the Non-Company Affiliate that is party thereto (the “Assignor”), subject to Section 2.1(d), the Certificates representing assumption by the shares Assignee of Common Stock owned by such Seller, accompanied by instruments all obligations of transfer or assignment endorsed in blank the Assignor under each Assigned Contract arising from and dated after the Closing Date; provided, however that, in form reasonably satisfactory the case of those Assigned Contracts relating to Parentnatural gas transportation on a pipeline regulated by the FERC, Seller’s obligations under this paragraph (c) are conditioned upon the Non-Company Affiliate successfully releasing its capacity permanently to Buyer or an Affiliate of Buyer and being relieved of all payment obligations under each such Assigned Contract pursuant to the terms of the applicable FERC Gas Tariff, each of Seller and Buyer agreeing to use commercially reasonable efforts to achieve such permanent releases of capacity; (iic) an executed counterpart of the Transition Services Agreement; (d) a certification of non-foreign status in the form prescribed by Treasury Regulation Section 1.1445-2(c) with respect to any shares Seller: (e) originals of Common Stock represented by a certificate which has been lost, stolen or destroyed, an affidavit of all documentation related to the applicable Seller in form and substance reasonably satisfactory to Parent stating that such certificate has been lost, stolen or destroyed, and such other documentation (including an indemnity, in form and substance satisfactory to Parent and the Representative, against any claim that may be made against the Company or any security holder with respect to such certificate) that Parent and the Representative shall require bonds issued with respect to the shares of Common Stock formerly represented by such lostBig Xxxxx Project, stolen or destroyed certificate (but in no event shall such Seller be obligated to post a bond with respect to such lost, stolen or destroyed certificate)including all outstanding bonds; (iii) counterpart signature pages to the Escrow Agreement, duly executed and attested by appropriate officers of the Company and the Representative; (iv) counterpart signature pages to the Xxxxxxx Noncompetition Agreement, duly executed by Xxxxxx X. Xxxxxxx; (v) counterpart signature pages to the Xxxxxx Noncompetition Agreement, duly executed by Xxxxxxx Xxxxxx; (vi) certificates (dated not more than ten days prior to the Closing) as to the good standing of each of the Company and the Subsidiaries in its jurisdiction of organization and each other jurisdiction in which it is qualified to do business as a foreign entity; (vii) all payoff letters (and related UCC-3 termination statements) relating to the payment in full of all Indebtedness, and receipts or other acknowledgments reasonably acceptable to Parent that all Seller Expenses have been paid; (viii) a certificate from the secretary of the Company, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of the Company; (ix) a certificate from an officer of each Seller that is not an individual, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of such Seller; (x) the resignations, effective upon the Closing, of each officer and director of each of the Company and the Subsidiaries other than those designated by Parent to remain in office, if any; (xi) appropriate documents reasonably requested by Parent with respect to the transfer or establishment of bank accounts, signing authority, etc.; (xiif) evidence reasonably satisfactory to Parent that Buyer of the agreements between the satisfaction or release of any liabilities owed by any Company and any to Seller or any affiliates of any Seller listed on Schedule 2.3(d)(xi) have been terminated; (xiii) each of the consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person set forth on Schedule 2.3(d)(xii); (xiv) evidence that the Non-Company has obtained and paid for the Tail Policy; (xv) a certificate of the Company certifying that the conditions set forth in Sections 9.3(a) and (c) have been satisfied, dated as of the Closing and signed on behalf of the Company by a duly authorized officer of the Company; (xvi) a certificate of each Seller who is claiming an exemption from tax withholding under Section 1445 of the Code certifying that such Shareholder is not a foreign person (which certificate shall be in the form set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv))Affiliate; and (xviig) such other documents relating evidence reasonably satisfactory to Buyer of the transactions conversion or merger of CP High Desert I, CP High Desert II, Rio Nogales I and Rio Nogales II as contemplated by this Agreement as Parent may reasonably requestSection 6.14(i).

Seller Deliverables. Subject to the terms hereof, The Buyers shall have received from the Sellers shall have delivered, or caused the Company to deliver to Parent, the following additional documents and instrumentsdocuments: (i) subject to Section 2.1(d)a copy of any corporate approval of the Sellers required for the consummation of this Agreement, the Certificates representing Related Agreements to which they are a party and the shares transactions contemplated hereby and thereby (including resolutions of Common Stock owned by such Seller, accompanied by instruments the board of transfer or assignment endorsed in blank directors and dated shareholders of the Closing Date, in form reasonably satisfactory to ParentSellers); (ii) with respect to any shares of Common Stock represented by the Group Companies formed in the United States, a certificate which has been lostof status, stolen compliance, good standing (where such concept exists) or destroyed, an affidavit of similar certificate dated not more than ten (10) days prior to the applicable Seller in form and substance reasonably satisfactory to Parent stating that such certificate has been lost, stolen or destroyed, and such other documentation (including an indemnity, in form and substance satisfactory to Parent and the Representative, against any claim that may be made against the Company or any security holder Closing Date with respect to such certificate) that Parent each of the Group Companies issued by the appropriate government officials of its jurisdiction of incorporation and the Representative shall require with respect to the shares of Common Stock formerly represented by such lost, stolen or destroyed certificate (but each jurisdiction in no event shall such Seller be obligated to post a bond with respect to such lost, stolen or destroyed certificate)which it carries on business; (iii) certificate(s) representing the Acquired Company Shares or duly executed affidavits of lost certificate, accompanied by copies of transfer deeds in proper form, and otherwise in form reasonably acceptable to the Buyers; (iv) a counterpart signature pages to the Escrow Agreement, duly executed and attested delivered by appropriate officers of the Company and the Representative; (iv) counterpart signature pages to the Xxxxxxx Noncompetition Agreement, duly executed by Xxxxxx X. XxxxxxxShare Seller; (v) counterpart signature pages to a FIRPTA affidavit certifying that interests in the Xxxxxx Noncompetition Agreement, duly executed by Xxxxxxx Xxxxxx; Asset Seller are not “United States real property interests” (vi) certificates (dated not more than ten days prior to within the Closing) as to the good standing meaning of each Section 897 of the Company Code), signed under penalties of perjury and in accordance with the Subsidiaries in its jurisdiction provisions of organization and each other jurisdiction in which it is qualified to do business as a foreign entity; (vii) all payoff letters (and related UCC-3 termination statements) relating to the payment in full of all Indebtedness, and receipts or other acknowledgments reasonably acceptable to Parent that all Seller Expenses have been paid; (viii) a certificate from the secretary of the Company, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of the Company; (ix) a certificate from an officer of each Seller that is not an individual, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of such Seller; (x) the resignations, effective upon the Closing, of each officer and director of each of the Company and the Subsidiaries other than those designated by Parent to remain in office, if any; (xi) appropriate documents reasonably requested by Parent with respect to the transfer or establishment of bank accounts, signing authority, etc.; (xii) evidence reasonably satisfactory to Parent that the agreements between the Company and any Seller or any affiliates of any Seller listed on Schedule 2.3(d)(xi) have been terminated; (xiii) each of the consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person set forth on Schedule 2.3(d)(xii); (xiv) evidence that the Company has obtained and paid for the Tail Policy; (xv) a certificate of the Company certifying that the conditions set forth in Treasury Regulations Sections 9.3(a1.1445-2(c) and (c) have been satisfied1.897-2(h)(2), in substantially the form attached hereto as Schedule 8.2(g)(v)(A), dated as of the Closing Date and signed on behalf executed by the Asset Seller, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Schedule 8.2(g)(v)(B), dated as of the Company Closing Date and executed by a duly authorized officer of the CompanyAsset Seller; (xvivi) a certificate counterpart to the Bill of each Seller who is claiming an exemption from tax withholding under Section 1445 of the Code certifying that such Shareholder is not a foreign person (which certificate shall be Sale and Assignment and Assumption Agreement, in the form set forth in Treasury Regulation Section 1.1445-2(b)(2)(ivattached hereto as Schedule 8.2(g)(vi)), duly executed by the Asset Seller; and (xviivii) such other documents relating to a duly executed resignation and release letter in the transactions contemplated by this Agreement form attached hereto as Parent may reasonably requestExhibit E (the “Director Resignation Letter”) from each of the directors and/or officers, if applicable (in their capacity as such) of the Group Companies effective as of the Closing.

Seller Deliverables. Subject Seller shall deliver to Title Insurer at least two (2) business days prior to the terms hereof, the Sellers shall have delivered, Closing Date (or caused the Company to deliver to Parent, on such other date specified below) the following additional executed documents and instruments: (i) subject to Section 2.1(d), the Certificates representing the shares of Common Stock owned by such Seller, accompanied by instruments of transfer or assignment endorsed in blank and dated the Closing Date, in form reasonably satisfactory to Parent; (ii) with respect to any shares of Common Stock represented by a certificate which has been lost, stolen or destroyed, an affidavit of the applicable Seller in form and substance reasonably satisfactory to Parent stating that such certificate has been lostBuyer and, stolen as appropriate, executed by Seller (and/or, where appropriate, any other named Parties) and acknowledged or destroyednotarized: (1) One (1) original of the Deed conveying each parcel of the Real Property to Buyer, subject only to the Permitted Exceptions; (2) if the legal description of the Land set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; (3) two (2) originals of the Xxxx of Sale in the form of Exhibit D attached hereto from Seller to Buyer conveying the Personal Property and Property Diligence Materials to Buyer; (4) one (1) copy of the approval from the Seller’s Board of Directors, or other approval authority, of the transaction contemplated herein; (5) two (2) originals of the Closing Statement setting forth the Purchase Price, all prorations and other adjustments to be made pursuant to the terms hereof, and the funds required for Closing as contemplated hereunder; (6) all transfer tax statements, declarations and filings as may be necessary, appropriate or required by local practice for purposes of recordation of the Deed; (7) to the extent not previously delivered to Buyer, but only to the extent within Seller’s possession or control, originals of the Due Diligence Materials, copies of all books and records applicable to the Property which are identified by Buyer by written notice to Seller and reasonably necessary for the orderly transition of operation of the Property; (8) an original certificate as may be required by the Internal Revenue Service pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, or the regulations issued pursuant thereto, certifying the non-foreign status of Seller; (9) such original affidavits or other instruments as the Title Insurer shall require in order to issue policies of title insurance (i) free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed prior to Closing, (ii) free from the claim of parties in possession other than the Tenant, and (iii) providing for such other customary matters as Title Insurer shall request; (10) such original documentation from Broker’s as may be reasonably required to evidence the satisfaction or waiver, and release, of all liens that Broker’s may have in connection with a claim for commissions or other compensation due to the Closing of the transaction contemplated by this Agreement, and in form and substance reasonably acceptable to Title Insurer and which will permit Title Insurer to issue its title insurance policy to Buyer without exception for and insuring against such Broker claims; (including an indemnity11) Two (2) original re-certifications by Seller of the representations and warranties of Seller made under this Agreement; (12) An original written waiver of rights, in form and substance satisfactory to Parent and the Representative, against any claim that may be made against the Company or any security holder with respect to such certificate) that Parent and the Representative shall require with respect to the shares of Common Stock formerly represented by such lost, stolen or destroyed certificate (but in no event shall such Seller be obligated to post a bond with respect to such lost, stolen or destroyed certificate); (iii) counterpart signature pages to the Escrow Agreement, duly executed and attested by appropriate officers of the Company and the Representative; (iv) counterpart signature pages to the Xxxxxxx Noncompetition Agreement, duly executed by Xxxxxx X. Xxxxxxx; (v) counterpart signature pages to the Xxxxxx Noncompetition Agreement, duly executed by Xxxxxxx Xxxxxx; (vi) certificates (dated not more than ten days prior to the Closing) as to the good standing of each of the Company and the Subsidiaries in its jurisdiction of organization and each other jurisdiction in which it is qualified to do business as a foreign entity; (vii) all payoff letters (and related UCC-3 termination statements) relating to the payment in full of all Indebtedness, and receipts or other acknowledgments reasonably acceptable to Parent that all Seller Expenses have been paid; Buyer, from each Party having a right or option to purchase the Property (viiior any portion thereof) a certificate from the secretary of the Company, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of the Company; (ix) a certificate from an officer of each Seller that is not an individual, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of such Seller; (x13) the resignations, effective upon the Closing, a certificate of each officer and director of each of the Company and the Subsidiaries insurance or other than those designated by Parent to remain in office, if any; (xi) appropriate documents reasonably requested by Parent with respect to the transfer or establishment of bank accounts, signing authority, etc.; (xii) evidence reasonably satisfactory to Parent Buyer memorializing and confirming that Tenant and the agreements between the Company and any Seller or any affiliates Operating Subtenants are maintaining policies of any Seller listed on Schedule 2.3(d)(xi) have been terminated; (xiii) each insurance of the consentstypes and in the amounts required by the Master Lease, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person set forth on Schedule 2.3(d)(xii); (xiv) evidence that the Company has obtained and paid for the Tail Policy; (xv) a certificate of the Company certifying that the conditions set forth in Sections 9.3(a) and (c) have been satisfied, dated as of the Closing and signed on behalf of the Company by a duly authorized officer of the Company; (xvi) a certificate of each Seller who is claiming an exemption from tax withholding under Section 1445 of the Code certifying that such Shareholder is not a foreign person (which certificate shall be in the form set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv))required by the Master Lease; and (xvii14) such other documents relating instruments as are reasonably required by Title Insurer to close the transactions contemplated by this Agreement as Parent may reasonably requestEscrow and consummate the purchase of the Property in accordance with the terms hereof.

Seller Deliverables. Subject Seller shall deliver to Title Insurer at least two (2) business days prior to the terms hereof, the Sellers shall have delivered, Closing Date (or caused the Company to deliver to Parent, on such other date specified below) the following additional documents and instruments: (i) subject executed documents, each to Section 2.1(d), the Certificates representing the shares of Common Stock owned by such Seller, accompanied by instruments of transfer or assignment endorsed in blank and dated the Closing Date, in form reasonably satisfactory to Parent; (ii) with respect to any shares of Common Stock represented by a certificate which has been lost, stolen or destroyed, an affidavit be provided separately for each of the applicable Seller Properties being acquired, all in form and substance reasonably satisfactory to Parent stating that Buyer and, as appropriate, executed by Seller (and/or, where appropriate, the Operating Subtenant and other named parties) and acknowledged or notarized: (1) One (1) original of a general warranty deed conveying each parcel of the Real Property to Buyer, subject only to the Permitted Exceptions; (2) if the legal description of the Land set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; (3) four (4) originals of the Master Lease and each Operating Sublease, together with letter of credit, security deposit, guaranties and other documents or security required thereby, including, without limitation, the guaranty of the Master Lease by each Guarantor (as defined in the Master Lease) and Secondary Guarantor (as defined in the Mater Lease) in the form attached to Master Lease and (B) the guaranty of the Master Lease by each of the Operating Subtenants in the same form as the guaranty referenced in clause (A) of this paragraph, limited to the obligations relating to the Operating Subtenant’s subleased premises and the rent payable under the Operating Sublease; (4) Two (2) originals of a subordination of the Management Agreement, if any, as such certificate has been lostterm is defined in the Master Lease; (5) as required by the Master Lease, stolen or destroyedan inter-creditor and subordination agreement by and among the applicable Buyer, Tenant, Operating Subtenant, and such other documentation Operating Subtenant’s agents and lenders (including an indemnitythe “Inter-creditor Agreement”), if applicable, in form and substance satisfactory to Parent and the Representative, against any claim that may be made against the Company or any security holder with respect to such certificate) that Parent and the Representative shall require with respect to the shares of Common Stock formerly represented by such lost, stolen or destroyed certificate (but in no event shall such Seller be obligated to post a bond with respect to such lost, stolen or destroyed certificate); (iii) counterpart signature pages to the Escrow Agreement, duly executed and attested by appropriate officers of the Company and the Representative; (iv) counterpart signature pages to the Xxxxxxx Noncompetition Agreement, duly executed by Xxxxxx X. Xxxxxxx; (v) counterpart signature pages to the Xxxxxx Noncompetition Agreement, duly executed by Xxxxxxx Xxxxxx; (vi) certificates (dated not more than ten days prior to the Closing) as to the good standing of each of the Company and the Subsidiaries in its jurisdiction of organization and each other jurisdiction in which it is qualified to do business as a foreign entity; (vii) all payoff letters (and related UCC-3 termination statements) relating to the payment in full of all Indebtedness, and receipts or other acknowledgments reasonably acceptable to Parent that all Buyer, Seller Expenses have been paidand Seller’s agents and lenders; (viii) a certificate from the secretary of the Company, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of the Company; (ix) a certificate from an officer of each Seller that is not an individual, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of such Seller; (x) the resignations, effective upon the Closing, of each officer and director of each of the Company and the Subsidiaries other than those designated by Parent to remain in office, if any; (xi) appropriate documents reasonably requested by Parent with respect to the transfer or establishment of bank accounts, signing authority, etc.; (xii) evidence reasonably satisfactory to Parent that the agreements between the Company and any Seller or any affiliates of any Seller listed on Schedule 2.3(d)(xi) have been terminated; (xiii) each of the consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person set forth on Schedule 2.3(d)(xii); (xiv) evidence that the Company has obtained and paid for the Tail Policy; (xv) a certificate of the Company certifying that the conditions set forth in Sections 9.3(a) and (c) have been satisfied, dated as of the Closing and signed on behalf of the Company by a duly authorized officer of the Company; (xvi) a certificate of each Seller who is claiming an exemption from tax withholding under Section 1445 of the Code certifying that such Shareholder is not a foreign person (which certificate shall be in the form set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)); and (xvii) such other documents relating to the transactions contemplated by this Agreement as Parent may reasonably request.

Seller Deliverables. Subject Seller shall deliver to Title Insurer at least two (2) business days prior to the terms hereof, the Sellers shall have delivered, Closing Date (or caused the Company to deliver to Parent, on such other date specified below) the following additional documents and instruments: (i) subject executed documents, each to Section 2.1(d), the Certificates representing the shares of Common Stock owned by such Seller, accompanied by instruments of transfer or assignment endorsed in blank and dated the Closing Date, in form reasonably satisfactory to Parent; (ii) with respect to any shares of Common Stock represented by a certificate which has been lost, stolen or destroyed, an affidavit be provided separately for each of the applicable Seller Properties being acquired, all in form and substance reasonably satisfactory to Parent stating that Buyer and, as appropriate, executed by Seller (and/or, where appropriate, the Operating Subtenant and other named parties) and acknowledged or notarized: (1) One (1) original of a general warranty deed conveying each parcel of the Real Property to Buyer, subject only to the Permitted Exceptions; (2) if the legal description of the Land set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; (3) four (4) originals of the Master Lease and each Operating Sublease, together with letter of credit, security deposit, guaranties and other documents or security required thereby, including, without limitation, the guaranty of the Master Lease by each Guarantor (as defined in the Master Lease) and Secondary Guarantor (as defined in the Mater Lease) in the form attached to Master Lease and (B) the guaranty of the Master Lease by each of the Operating Subtenants in the same form as the guaranty referenced in clause (A) of this paragraph, limited to the obligations relating to the Operating Subtenant’s subleased premises and the rent payable under the Operating Sublease; (4) Two (2) originals of a subordination of the Management Agreement, if any, as such certificate has been lostterm is defined in the Master Lease; (5) as required by the Master Lease, stolen or destroyedan inter-creditor and subordination agreement by and among the applicable Buyer, Tenant, Operating Subtenant, and such other documentation Operating Subtenant’s agents and lenders (including an indemnitythe “Inter-creditor Agreement”), if applicable, in form and substance acceptable to Buyer, Seller and Seller’s agents and lenders; (6) Intentionally Omitted; (7) two (2) originals of the Xxxx of Sale in the form of Exhibit C attached hereto from Seller to Buyer conveying the Tangible Personal Property and Property Diligence Materials; (8) two (2) originals of an Assignment of Intangible Property in the form of Exhibit D attached hereto; (9) two (2) originals of a Security Agreement in the form of Exhibit E attached hereto and in substance reasonably acceptable to Buyer and Tenant, executed by Tenant/each Operating Subtenant pursuant to which the Tenant/each Operating Subtenant grants to Buyer a security interest in all of the Landlord Lien Collateral, as said term is defined by the Master Lease, tangible and intangible property, including its rights under Regulatory Approvals (defined herein); (10) original UCC-1 financing statements, as required by Buyer, to be filed to perfect the lien rights granted in the Security Agreement referred to above; (11) two (2) originals of a settlement statement setting forth the Purchase Price, all prorations and other adjustments to be made pursuant to the terms hereof, and the funds required for Closing as contemplated hereunder; (12) all transfer tax statements, declarations and filings as may be necessary, appropriate or required by local practice for purposes of recordation of the deed; (13) an original good standing certificate for Seller, Tenant, the Operating Subtenants and any guarantor of the Master Lease; and an original resolution of Seller authorizing the sale of the Property to Buyer, of Tenant authorizing the execution and delivery of the Master Lease, of the Operating Subtenants authorizing the execution and delivery of the Operating Subleases, and of any guarantor of the Master Lease authorizing the execution and delivery of such guaranty, together with an incumbency certificate for the officers signing this Agreement and such instruments as may be reasonably required by Buyer; (14) keys and combinations to all locks located in the Improvements; (15) to the extent not previously delivered to Buyer, but only to the extent within Seller’s possession or reasonable control, originals of the Property Diligence Materials and warranties issued to Seller in connection with the construction of the Improvements (it being agreed that in the event such warranties are not assignable to Buyer, Seller shall have such warranties re-issued to Buyer or Tenant, as requested by Buyer); copies of all books and records applicable to the Property which are identified by Buyer by written notice to Seller and reasonably necessary for the orderly transition of operation of the Property; and readable electronic copies thereof in Microsoft Word or other similar format; (16) an original certificate as may be required by the Internal Revenue Service pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, or the regulations issued pursuant thereto (the “Code”), certifying the non-foreign status of Seller; (17) such original affidavits or other instruments as the Title Insurer shall require in order to issue policies of title insurance (i) free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed prior to Closing, (ii) free from the claim of parties in possession other than the Tenant, and (iii) providing for such other customary matters as Title Insurer shall request; (18) such original documentation from Broker as may be reasonably required to evidence the satisfaction or waiver, and release, of all liens that Broker may have in connection with a claim for commissions or other compensation due to the Closing of the transaction contemplated by this Agreement, and in form and substance reasonably acceptable to Title Insurer and which will permit Title Insurer to issue its title insurance policy to Buyer without exception for and insuring against such Broker claims. (19) Two (2) original re-certifications by Seller of the representations and warranties of Seller made under this Agreement; (20) An original written waiver of rights, in form and substance reasonably acceptable to Buyer, from each party having a right or option to purchase the Property (or any portion thereof) from Seller; (21) a certificate of insurance or other evidence reasonably satisfactory to Parent Buyer memorializing and confirming that Tenant is then and the RepresentativeOperating Subtenants are maintaining policies of insurance of the types and in the amounts required by the Master Lease, against any claim that may be made against in the Company or any security holder with respect form required by the Master Lease; (22) Two (2) originals of an escrow agreement in form satisfactory to such certificate) that Parent and the Representative shall require Buyer with respect to the shares of Common Stock formerly represented by such lost, stolen or destroyed certificate (but in no event shall such Seller be obligated to post a bond with respect to such lost, stolen or destroyed certificate)repairs identified on Schedule 11(j) attached hereto; (iii23) counterpart signature pages such other instruments as are reasonably required by Title Insurer to close the Escrow Agreement, duly executed escrow and attested by appropriate officers consummate the purchase of the Company and Property in accordance with the Representative; (iv) counterpart signature pages to terms hereof. Each of the Xxxxxxx Noncompetition Agreement, duly executed by Xxxxxx X. Xxxxxxx; (v) counterpart signature pages to the Xxxxxx Noncompetition Agreement, duly executed by Xxxxxxx Xxxxxx; (vi) certificates (dated not more than ten days prior to the Closing) as to the good standing of above items shall be provided separately for each of the Company Properties being acquired. Each of Seller and Purchaser shall provide the Subsidiaries in its jurisdiction number of organization and each other jurisdiction in which it is qualified to do business as a foreign entity; (vii) all payoff letters (and related UCC-3 termination statements) relating to the payment in full of all Indebtedness, and receipts or other acknowledgments reasonably acceptable to Parent that all Seller Expenses have been paid; (viii) a certificate from the secretary duplicate originals of the Company, dated documents referenced above as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of the Company; (ix) a certificate from an officer of each Seller that is not an individual, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of such Seller; (x) the resignations, effective upon the Closing, of each officer and director of each of the Company and the Subsidiaries other than those designated by Parent to remain in office, if any; (xi) appropriate documents reasonably requested by Parent with respect to the transfer or establishment of bank accounts, signing authority, etc.; (xii) evidence reasonably satisfactory to Parent that the agreements between the Company and any Seller or any affiliates of any Seller listed on Schedule 2.3(d)(xi) have been terminated; (xiii) each of the consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person set forth on Schedule 2.3(d)(xii); (xiv) evidence that the Company has obtained and paid for the Tail Policy; (xv) a certificate of the Company certifying that the conditions set forth in Sections 9.3(a) and (c) have been satisfied, dated as of the Closing and signed on behalf of the Company by a duly authorized officer of the Company; (xvi) a certificate of each Seller who is claiming an exemption from tax withholding under Section 1445 of the Code certifying that such Shareholder is not a foreign person (which certificate shall be in the form set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)); and (xvii) such other documents relating to the transactions contemplated by this Agreement as Parent party may reasonably request. Additionally, at the request of a party’s counsel, in advance of Closing, attorneys for the parties shall exchange electronic copies of executed Closing documents (to be held in trust pending Closing) to enable counsel to confirm that all required Closing documents have been executed and delivered.

Seller Deliverables. Subject to the terms hereofAt Closing, the Sellers shall have delivered, or caused the Company to Seller will deliver to Parent, the following additional documents and instrumentsBuyer: (i) subject executed and acknowledged counterparts to Section 2.1(dan Assignment, Xxxx of Sale and Conveyance (which shall contain a special warranty of title), effective as of the Certificates representing Effective Time (in sufficient counterparts to facilitate filing and recording) substantially in the shares form of Common Stock owned by Exhibit D-1 with respect to the Assets and in the form of Exhibit D-2 with respect to the Wapiti Non-Producing Interests and (ii) such Sellerother assignments and assumptions, accompanied by instruments bills of sale, or deeds necessary to transfer or assignment endorsed the Assets and the Wapiti Non-Producing Interests to Buyer, including any conveyances on official forms and related documentation necessary to transfer the Assets and the Wapiti Non-Producing Interests to Buyer in blank accordance with requirements of state and dated federal governmental regulations (collectively, the Closing Date, in form reasonably satisfactory to Parent“Assignment Documents”); (ii) with respect to any shares of Common Stock represented by a certificate which has been lost, stolen or destroyed, an affidavit from a senior officer certifying as to the satisfaction of the applicable Seller conditions specified in form and substance reasonably satisfactory to Parent stating that such certificate has been lost, stolen or destroyed, and such other documentation (including an indemnity, in form and substance satisfactory to Parent and the Representative, against any claim that may be made against the Company or any security holder with respect to such certificate) that Parent and the Representative shall require with respect to the shares of Common Stock formerly represented by such lost, stolen or destroyed certificate (but in no event shall such Seller be obligated to post a bond with respect to such lost, stolen or destroyed certificateSection 9.2(a); (iii) counterpart signature pages to the Escrow Agreement, duly executed and attested acknowledged releases in recordable form of all mortgages and deeds of trust encumbering its interest in the Assets or the Wapiti Non-Producing Interests created by appropriate officers Seller and releases and/or terminations of the Company associated financing statements other than Permitted Encumbrances and encumbrances that were asserted as Title Defects with respect to which the RepresentativePurchase Price or the Wapiti Commitment are being reduced at Closing; (iv) counterpart signature pages executed counterparts to federal and state change of operator forms with respect to those Assets that are to be operated by Buyer in the Wapiti Contract Area (as defined in the Development Agreement) other than with respect to the Xxxxxxx Noncompetition Wilkin Ridge Interests (as defined in the Development Agreement), duly and deliver to Buyer executed counterparts to resignation of operator letters with respect to such Assets that are to be operated by Xxxxxx X. XxxxxxxBuyer in form and substance reasonably acceptable to Buyer (the “Change of Operator Forms”); (v) an executed counterpart signature pages to a Contract Operating Agreement in the Xxxxxx Noncompetition form of Exhibit E, in which Seller will contract to operate the Assets on behalf of the Buyer that are to be operated by Buyer in accordance with the terms thereof (the “Contract Operating Agreement, duly executed by Xxxxxxx Xxxxxx”); (vi) certificates (dated not more than ten days prior an executed counterpart to the Closing) as to Development Agreement in the good standing form of each of the Company and the Subsidiaries in its jurisdiction of organization and each other jurisdiction in which it is qualified to do business as a foreign entityExhibit F; (vii) all payoff letters (and related UCC-3 termination statements) relating executed counterparts to the payment Joint Operating Agreements in full the forms of all Indebtedness, and receipts or other acknowledgments reasonably acceptable to Parent that all Seller Expenses have been paidExhibit G (the “Joint Operating Agreements”); (viii) a certificate from an executed counterpart to the secretary Tax Partnership Agreement in the form of Exhibit H (the Company, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of the Company“Tax Partnership Agreement”); (ix) a certificate from an officer executed counterpart to the License Agreement in the form of each Seller that is not an individual, dated as of Exhibit I (the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of such Seller“License Agreement”); (x) the resignations, effective upon the Closing, of each officer and director of each of the Company and the Subsidiaries other than those designated by Parent to remain in office, if any; (xi) appropriate documents reasonably requested by Parent with respect an executed counterpart to the transfer or establishment of bank accounts, signing authority, etc.; (xii) evidence reasonably satisfactory to Parent that the agreements between the Company and any Seller or any affiliates of any Seller listed on Schedule 2.3(d)(xi) have been terminated; (xiii) each of the consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person set forth on Schedule 2.3(d)(xii); (xiv) evidence that the Company has obtained and paid for the Tail Policy; (xv) a certificate of the Company certifying that the conditions set forth in Sections 9.3(a) and (c) have been satisfied, dated as of the Closing and signed on behalf of the Company by a duly authorized officer of the Company; (xvi) a certificate of each Seller who is claiming an exemption from tax withholding under Section 1445 of the Code certifying that such Shareholder is not a foreign person (which certificate shall be Standstill Agreement in the form set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)of Exhibit J (the “Standstill Agreement”); and (xviixi) such other documents relating a certificate in the form of Exhibit K as to the transactions contemplated by this Agreement as Parent may reasonably requestSeller’s non-foreign status.

Seller Deliverables. Subject At the Closing, Seller shall deliver, or cause to the terms hereofbe delivered (each, a “Seller Deliverable”, and, collectively, the Sellers shall have delivered, or caused the Company to deliver to Parent, the following additional documents and instruments:“Seller Deliverables”): (i) subject to PropCo Purchaser, all agreements, documents, instruments, certificates and other deliverables required to be delivered by the Selling Entities or Real Estate Sellers, as applicable, at or prior to the Closing pursuant to Section 2.1(d), 5(a) of the Certificates representing the shares of Common Stock owned by such Seller, accompanied by instruments of transfer or assignment endorsed in blank and dated the Closing DateReal Estate Purchase Agreement, in form reasonably satisfactory to Parenteach case, duly executed by the applicable Selling Entities or Real Estate Sellers; (ii) to OpCo Purchaser, an IRS Form W-9 duly executed by each applicable Selling Entity (or, with respect to any shares each Selling Entity that is a disregarded entity for U.S. federal income tax purposes, the regarded owner of Common Stock represented by a certificate which has been lost, stolen or destroyed, an affidavit of the applicable Seller in form and substance reasonably satisfactory to Parent stating that such certificate has been lost, stolen or destroyed, and such other documentation (including an indemnity, in form and substance satisfactory to Parent and the Representative, against any claim that may be made against the Company or any security holder with respect to such certificate) that Parent and the Representative shall require with respect to the shares of Common Stock formerly represented by such lost, stolen or destroyed certificate (but in no event shall such Seller be obligated to post a bond with respect to such lost, stolen or destroyed certificateSelling Entity for U.S. federal income tax purposes); (iii) counterpart signature pages to the Escrow AgreementOpCo Purchaser, duly executed and attested by appropriate officers stock or other applicable ownership certificates representing all of the Company and the Representativeoutstanding OpCo Acquired Interests; (iv) counterpart signature pages to OpCo Purchaser, the Xxxxxxx Noncompetition Intellectual Property License, duly executed by the applicable Selling Entities; (v) to OpCo Purchaser, the Transition Services Agreement, duly executed by Xxxxxx X. Xxxxxxxthe applicable Selling Entities, if applicable; (vvi) counterpart signature pages to OpCo Purchaser, control of all keys, codes, combinations, and/or passwords to the Xxxxxx Noncompetition machinery, equipment, trucks and automobiles at, on or in the Premises, to the extent in the possession of the applicable Selling Entities; (vii) to OpCo Purchaser, written resignations, effective as of the Closing Date, of all directors and members of the board of directors, board of managers or similar governing body, and officers of each OpCo Acquired Company; (viii) to OpCo Purchaser, the Seller Financing Loan Agreement, duly executed by Xxxxxxx Xxxxxx; (vi) certificates (dated not more than ten days prior to the Closing) as to the good standing of each of the Company and the Subsidiaries in its jurisdiction of organization and each other jurisdiction in which it is qualified to do business as a foreign entity; (vii) all payoff letters (and related UCC-3 termination statements) relating to the payment in full of all Indebtedness, and receipts or other acknowledgments reasonably acceptable to Parent that all Seller Expenses have been paid; (viii) a certificate from the secretary of the Company, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of the CompanySeller; (ix) a certificate from an officer to each of each Seller that is not an individualOpCo Purchaser and PropCo Purchaser, dated as of the ClosingContingent Lease Support Agreement, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of such duly executed by Seller; (x) to OpCo Purchaser, an aggregate amount of cash equal to the resignations, effective upon Reserve Amount (as defined in the Closing, of each officer and director of each of the Company and the Subsidiaries other than those designated by Parent to remain in office, if anyContingent Lease Support Agreement); (xi) appropriate documents reasonably requested by Parent with respect to the transfer Title Company, title affidavits in the forms attached hereto as Exhibit I, as well as any other affidavit, indemnity, certificate or establishment instrument reasonably required by the Title Company in order to effectuate the issuance of bank accounts, signing authority, etc.;the Title Policy subject only to Permitted Liens; and (xii) evidence reasonably satisfactory to Parent that the agreements between the Company each of OpCo Purchaser and any Seller or any affiliates of any Seller listed on Schedule 2.3(d)(xi) have been terminated; (xiii) PropCo Purchaser, as applicable, each of the consentsother Ancillary Agreements, approvals, orders duly and validly executed by the parties thereto other than OpCo Purchaser or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person set forth on Schedule 2.3(d)(xii); (xiv) evidence that the Company has obtained and paid for the Tail Policy; (xv) a certificate of the Company certifying that the conditions set forth in Sections 9.3(a) and (c) have been satisfied, dated as of the Closing and signed on behalf of the Company by a duly authorized officer of the Company; (xvi) a certificate of each Seller who is claiming an exemption from tax withholding under Section 1445 of the Code certifying that such Shareholder is not a foreign person (which certificate shall be in the form set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)); and (xvii) such other documents relating to the transactions contemplated by this Agreement as Parent may reasonably requestPropCo Purchaser.

Seller Deliverables. Subject to the terms hereof, the Sellers shall have delivered, or caused the Company to deliver to Parentthe Buyer, the following additional documents and instruments: (i) subject to Section 2.1(d2.5(c)(ii), the Certificates representing the shares of Common Stock owned by such SellerSeller being purchased hereunder, accompanied by instruments of transfer or assignment endorsed in blank and dated the Closing Date, in form reasonably satisfactory to Parentthe Buyer; (ii) with respect to any shares of Common Stock represented by a certificate which has been lost, stolen or destroyed, an affidavit of the applicable Seller in form and substance reasonably satisfactory to Parent stating that such certificate has been lost, stolen or destroyed, and such other documentation (including an indemnity, in form and substance satisfactory to Parent the Buyer and the Representative, against any claim that may be made against the Company or any security holder with respect to such certificate) that Parent the Buyer and the Representative shall require with respect to the shares of Common Stock formerly represented by such lost, stolen or destroyed certificate (but in no event shall such Seller be obligated to post a bond with respect to such lost, stolen or destroyed certificate); (iii) counterpart signature pages to the Escrow Agreement, duly executed and attested by appropriate officers of the Company and the Representative; (iv) counterpart signature pages to the Xxxxxxx Noncompetition Agreement, duly executed by Xxxxxx X. Xxxxxxx; (v) counterpart signature pages to the Xxxxxx Noncompetition Agreement, duly executed by Xxxxxxx Xxxxxx; (vi) certificates (dated not more than ten days prior to the Closing) as to the good standing of each of the Company and the Subsidiaries in its jurisdiction of organization and each other jurisdiction in which it is qualified to do business as a foreign entity; (viiv) all payoff letters (and related UCC-3 termination statements) relating to the payment in full of all Funded Indebtedness, and receipts or other acknowledgments reasonably acceptable to Parent Buyer that all Seller Expenses have been paid; (viiivi) a certificate from the secretary of the Company, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of the Company; (ix) a certificate from an officer of each Seller that is not an individual, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of such Seller; (xvii) the resignations, effective upon the Closing, of each officer and director of each of the Company and the Subsidiaries other than those designated by Parent Buyer to remain in office, if any; (xiviii) appropriate documents reasonably requested by Parent the Buyer with respect to the transfer or establishment of bank accounts, signing authority, etc.; (xiiix) evidence reasonably satisfactory to Parent the Buyer that the Shareholders’ Agreement and all other agreements between the Company and Subsidiaries, on the one hand, and any Seller or any affiliates of any Seller listed Seller, on Schedule 2.3(d)(xi) the other, have been terminated; (xiiix) each of the consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person set forth on Schedule 2.3(d)(xii2.3(c)(x); (xivxi) evidence a statement in form and substance reasonably satisfactory to the Buyer, pursuant to Section 1.897-2(h) of the U.S. Treasury Regulations certifying that the Company has obtained and paid for shares of Common Stock do not constitute U.S. real property interests within the Tail Policymeaning of Section 897(c)(1) of the Code; (xvxii) a certificate evidence to the reasonable satisfaction of the Company certifying that the conditions set forth in Sections 9.3(a) and (c) have been satisfied, dated as Buyer of termination of the Closing and signed on behalf of the Company by a duly authorized officer of the Company; (xvi) a certificate of each Seller who is claiming an exemption from tax withholding under Section 1445 of the Code certifying that such Shareholder is not a foreign person (which certificate shall be in the form set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv))Management Agreement; and (xviixiii) such other documents relating to the transactions contemplated by this Agreement as Parent the Buyer may reasonably request.

Seller Deliverables. Subject to the terms hereof, the Sellers Seller shall have delivered, or caused the Company to deliver have been delivered, to Parent, Buyer each of the following additional documents and instruments: (i) subject to Section 2.1(d), the Certificates representing the shares of Common Stock owned by such Seller, accompanied by instruments of transfer or assignment endorsed in blank and dated the Closing Date, in form reasonably satisfactory to Parent; (ii) with respect to any shares of Common Stock represented by a certificate which has been lost, stolen or destroyed, an affidavit of the applicable Seller in form and substance reasonably satisfactory to Parent stating that such certificate has been lost, stolen or destroyed, and such other documentation (including an indemnity, each case in form and substance satisfactory to Parent and Buyer, acting reasonably: (a) certificates, instruments or other appropriate documentation representing the Representative, against any claim that may be made against the Company Purchased Shares duly endorsed for transfer to Buyer or any security holder with respect to such certificate) that Parent and the Representative shall require with respect accompanied by duly executed share transfer powers as required pursuant to the shares of Common Stock formerly represented by such lost, stolen or destroyed certificate (but in no event shall such Seller be obligated to post a bond with respect to such lost, stolen or destroyed certificate); (iii) counterpart signature pages to the Escrow Agreement, duly executed and attested by appropriate officers Organizational Documents of the Company and the RepresentativeLaws; (ivb) a counterpart signature pages to the Xxxxxxx Noncompetition Agreement, duly executed by Xxxxxx X. Xxxxxxx; (v) counterpart signature pages to the Xxxxxx Noncompetition Agreement, duly executed by Xxxxxxx Xxxxxx; (vi) certificates (dated not more than ten days prior to the Closing) as to the good standing of each of the Company Indemnity Agreement, O&M Agreement in the form agreed to by Buyer in accordance with Section 6.21, Billing and Metering Services Agreement, and Transition Services Agreement in the Subsidiaries form agreed to by Buyer in its jurisdiction accordance with Section 6.21, in each case executed by each of organization and each other jurisdiction in which it is qualified to do business as a foreign entitythe parties thereto; (viic) all payoff letters (and related UCC-3 termination statements) relating the certificate required to the payment in full of all Indebtedness, and receipts or other acknowledgments reasonably acceptable be delivered pursuant to Parent that all Seller Expenses have been paidSection 7.3; (viiid) a certificate from of good standing (or its equivalent) with respect to Seller and each Acquired Company, in each case dated no earlier than five (5) Business Days prior to the secretary Closing Date; (e) a certificate of an officer of Seller GP, substantially in the form attached as Exhibit J certifying that (i) attached are true and correct resolutions of Seller GP authorizing the execution, delivery and performance of this Agreement and the other documents to which Seller is a party and the consummation of the Companytransaction contemplated herein, dated (ii) all such resolutions are in full force and effect and have not been repealed or contravened and (iii) such resolutions constitute all the resolutions adopted in connection with the transactions contemplated herein; (f) a certificate of an officer of Seller GP identifying the name and title and bearing the signatures of such Seller’s Representatives authorized to execute and deliver this Agreement and all other agreements and instruments contemplated hereby; (g) reasonable evidence of the satisfaction and discharge of the liabilities and obligations of the Company in accordance with the NEP Revolver Loan Documents and the release of Encumbrances thereunder as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of the Company; (ix) a certificate from an officer of each Seller that is not an individual, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of such Seller; (x) the resignations, effective upon the Closing, of each officer and director of each of the Company and the Subsidiaries other than those designated by Parent to remain in office, if any; (xi) appropriate documents reasonably requested by Parent with respect to the transfer or establishment of bank accounts, signing authority, etc.; (xii) evidence reasonably satisfactory to Parent that the agreements between the Company and any Seller or any affiliates of any Seller listed on Schedule 2.3(d)(xi) have been terminated; (xiii) each of the consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person set forth on Schedule 2.3(d)(xii); (xiv) evidence that the Company has obtained and paid for the Tail Policy; (xv) a certificate of the Company certifying that the conditions set forth in Sections 9.3(a) and (c) have been satisfied, dated as of the Closing and signed on behalf of the Company by a duly authorized officer of the Company; (xvi) a certificate of each Seller who is claiming an exemption from tax withholding under Section 1445 of the Code certifying that such Shareholder is not a foreign person (which certificate shall be in the form set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)); and (xviih) such all other previously undelivered certificates, agreements and other documents relating required by this Agreement to be delivered by Seller at or prior to the Closing in connection with the transactions contemplated by this Agreement and such other agreements, documents and instruments as Parent Buyer may reasonably request.

Seller Deliverables. Subject to At the terms hereofClosing, the Sellers Seller shall have delivered, or caused the Company to deliver to Parent, take the following additional documents and instruments:actions (or cause such actions to be taken): (i) subject deliver to Section 2.1(d)Purchaser a copy of the Escrow Agreement, the Certificates representing the shares of Common Stock owned duly executed by such Seller, accompanied by instruments of transfer or assignment endorsed in blank and dated the Closing Date, in form reasonably satisfactory to ParentXxxxxx; (ii) deliver to Purchaser a certification from the Company that complies with Section 1445 of the Code and Treasury Regulations Sections 1.1445-2(c)(3) and 1.897-2(h), dated as of the Closing Date and executed by a responsible corporate officer of the Company, certifying that the Company Shares are not “United States real property interests” (within the meaning of Section 897(c)(1) of the Code), which the Purchaser is hereby authorized to deliver to the Internal Revenue Service on behalf of the Company after the Closing; provided that, if no such certificate is delivered at the Closing, Purchaser’s sole remedy shall be to deduct and withhold pursuant to Section 3.6 of this Agreement; (iii) to the extent that the Company Shares are in certificate form, deliver to Purchaser stock certificates evidencing the Company Shares, free and clear of all Encumbrances, other than restrictions on transfer imposed by applicable securities laws, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer Tax stamps affixed thereto, and to the extent that the Company Shares are not in certificate form, deliver to the Purchaser stock powers or other instruments of transfer duly executed in form for transfer, free and clear of Encumbrances, with respect to any shares of Common Stock represented by the Company Shares and such other documentation as is reasonably required to transfer the Company Shares in full to Purchaser; (iv) deliver to Purchaser (a) duly executed payoff letters (each, a certificate which has been lost, stolen or destroyed, an affidavit of the applicable Seller “Payoff Letter”) in form and substance reasonably satisfactory to Parent stating Purchaser from all financial institutions and other Persons to which any of the Indebtedness listed in Section 2.3 of the Company Disclosure Schedule is owed, or the applicable agent, trustee or other representative on behalf of such Persons, each of which Payoff Letters shall (x) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or other outstanding and unpaid obligations related to such Indebtedness as of the Closing Date (the “Payoff Amount”) and (y) state that such certificate has been lostall indebtedness, stolen or destroyedcommitments, and such other documentation obligations (including an indemnity, guarantees) in form respect thereof (subject to contingent indemnification obligations not yet accrued and substance satisfactory payable and other obligations that expressly survive pursuant to Parent the terms governing such indebtedness) and Encumbrances in connection therewith on the Representative, against any claim that may be made against assets of the Company or any security holder of its Subsidiaries shall be, substantially concurrently with respect the receipt of the Payoff Amount on the Closing Date by the Persons holding such Indebtedness, discharged and terminated in full and released or arrangements reasonably satisfactory to Purchaser for such certificate) that Parent and the Representative release shall require with respect have been made by such time, subject, as applicable, to the shares replacement (or cash collateralization or backstopping) of Common Stock formerly represented by such lostany then-outstanding letters of credit or similar Indebtedness thereunder and (b) all documents, stolen filings, and instruments necessary or destroyed certificate customary to evidence the termination and release referred to in the preceding clause (but in no event shall such Seller be obligated to post a bond a) (the “Release Documents”, together with respect to such losteach Payoff Letter, stolen or destroyed certificatethe “Payoff Documentation”); (iii) counterpart signature pages to the Escrow Agreement, duly executed and attested by appropriate officers of the Company and the Representative; (iv) counterpart signature pages to the Xxxxxxx Noncompetition Agreement, duly executed by Xxxxxx X. Xxxxxxx; (v) counterpart signature pages deliver to Purchaser the Xxxxxx Noncompetition Agreement, duly executed by Xxxxxxx Xxxxxx;resignations referred to in Section 7.16; and (vi) certificates (dated not more than ten days prior deliver to Purchaser the Closing) as to the good standing of each of the Company and the Subsidiaries in its jurisdiction of organization and each other jurisdiction in which it is qualified to do business as a foreign entity; (vii) all payoff letters (and related UCC-3 termination statements) relating to the payment in full of all Indebtedness, and receipts or other acknowledgments reasonably acceptable to Parent that all Seller Expenses have been paid; (viii) a closing certificate from the secretary of the Company, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of the Company; (ix) a certificate from an officer of each Seller that is not an individual, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of such Seller; (x) the resignations, effective upon the Closing, of each officer and director of each of the Company and the Subsidiaries other than those designated by Parent to remain in office, if any; (xi) appropriate documents reasonably requested by Parent with respect to the transfer or establishment of bank accounts, signing authority, etc.; (xii) evidence reasonably satisfactory to Parent that the agreements between the Company and any Seller or any affiliates of any Seller listed on Schedule 2.3(d)(xi) have been terminated; (xiii) each of the consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person set forth on Schedule 2.3(d)(xii); (xiv) evidence that the Company has obtained and paid for the Tail Policy; (xv) a certificate of the Company certifying that the conditions set forth in Sections 9.3(a) and (c) have been satisfied, dated as of the Closing and signed on behalf of the Company by a duly authorized officer of the Company; (xvi) a certificate of each Seller who is claiming an exemption from tax withholding under Section 1445 of the Code certifying that such Shareholder is not a foreign person (which certificate shall be in the form set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)); and (xvii) such other documents relating to the transactions contemplated by this Agreement as Parent may reasonably requestSection 8.2(c).

Seller Deliverables. Subject Seller shall deliver to Title Insurer at least two (2) business days prior to the terms hereof, the Sellers shall have delivered, Closing Date (or caused the Company to deliver to Parent, on such other date specified below) the following additional documents and instruments: (i) subject executed documents, each to Section 2.1(d), the Certificates representing the shares of Common Stock owned by such Seller, accompanied by instruments of transfer or assignment endorsed in blank and dated the Closing Date, in form reasonably satisfactory to Parent; (ii) with respect to any shares of Common Stock represented by a certificate which has been lost, stolen or destroyed, an affidavit be provided separately for each of the applicable Seller Properties being acquired, all in form and substance reasonably satisfactory to Parent stating that such certificate has been lostBuyer and, stolen as appropriate, executed by Seller (and/or, where appropriate, the Operating Subtenant and other named parties) and acknowledged or destroyednotarized: (1) One (1) original of a warranty deed conveying each parcel of the Real Property to Buyer, subject only to the Permitted Exceptions; (2) if the legal description of the Land set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; (3) four (4) originals of the Master Lease and each Operating Sublease, together with letter of credit, security deposit, guaranties and other documents or security required thereby, including, without limitation, (A) the guaranty of the Master Lease by Carillon Assisted Living, LLC in the form attached to the Master Lease and (B) the guaranty of the Master Lease by each of the Operating Subtenants in the same form as the guaranty referenced in clause (A) of this paragraph, limited to the obligations relating to the Operating Subtenant’s subleased premises and the sums payable under the Operating Sublease; (4) two (2) originals of the Xxxx of Sale in the form of Exhibit C attached hereto from Seller to Buyer conveying the Tangible Personal Property and the Property Diligence Materials; (5) two (2) originals of an Assignment of Intangible Property in the form of Exhibit D attached hereto; (6) two (2) originals of a Security Agreement in the form of Exhibit E attached hereto, executed by each Operating Subtenant pursuant to which the each Operating Subtenant grants to Buyer a security interest in all of the Landlord Lien Collateral, as said term is defined by the Master Lease; (7) original UCC-1 financing statements, as required by Buyer, to be filed to perfect the lien rights granted in the Security Agreement referred to above; (8) two (2) originals of Seller’s assignment to Tenant of Seller’s obligations under the Contracts, and an assumption by Tenant of such obligation; (9) two (2) originals of a settlement statement setting forth the Purchase Price, all prorations and other adjustments to be made pursuant to the terms hereof, and the funds required for Closing as contemplated hereunder; (10) all transfer tax statements, declarations and filings as may be necessary, appropriate or required by local practice for purposes of recordation of the deed; (11) an original good standing certificate for Seller, Tenant, the Operating Subtenants and any guarantor of the Master Lease; and an original resolution of Seller authorizing the sale of the Property to Buyer, of Tenant authorizing the execution and delivery of the Master Lease, of the Operating Subtenants authorizing the execution and delivery of the Operating Subleases, and of any guarantor of the Master Lease authorizing the execution and delivery of such guaranty, together with an incumbency certificate for the officers signing this Agreement and such instruments as may be reasonably required by Buyer; (12) to the extent not previously delivered to Buyer, but only to the extent within Seller’s possession or reasonable control, originals of the Property Diligence Materials and warranties issued to Seller in connection with the construction of the Improvements (it being agreed that in the event such warranties are not assignable to Buyer, Seller shall have such warranties re-issued to Buyer or Tenant, as requested by Buyer); (13) an original certificate as may be required by the Internal Revenue Service pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, or the regulations issued pursuant thereto (the “Code”), certifying the non-foreign status of Seller; (14) such original affidavits or other instruments as the Title Insurer shall require in order to issue policies of title insurance (i) free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed prior to Closing, (ii) free from the claim of parties in possession other than the Tenant, and (iii) providing for such other customary matters as Title Insurer shall request; (15) such original documentation from Brokers as may be reasonably required to evidence the satisfaction or waiver, and release, of all liens that Brokers may have in connection with a claim for commissions or other compensation due to the Closing of the transaction contemplated by this Agreement, and in form and substance reasonably acceptable to Title Insurer and which will permit Title Insurer to issue its title insurance policy to Buyer without exception for and insuring against such Broker claims. (including an indemnity16) Two (2) original re-certifications by Seller of the representations and warranties of Seller made under this Agreement; (17) An original written waiver of rights, in form and substance satisfactory to Parent and the Representative, against any claim that may be made against the Company or any security holder with respect to such certificate) that Parent and the Representative shall require with respect to the shares of Common Stock formerly represented by such lost, stolen or destroyed certificate (but in no event shall such Seller be obligated to post a bond with respect to such lost, stolen or destroyed certificate); (iii) counterpart signature pages to the Escrow Agreement, duly executed and attested by appropriate officers of the Company and the Representative; (iv) counterpart signature pages to the Xxxxxxx Noncompetition Agreement, duly executed by Xxxxxx X. Xxxxxxx; (v) counterpart signature pages to the Xxxxxx Noncompetition Agreement, duly executed by Xxxxxxx Xxxxxx; (vi) certificates (dated not more than ten days prior to the Closing) as to the good standing of each of the Company and the Subsidiaries in its jurisdiction of organization and each other jurisdiction in which it is qualified to do business as a foreign entity; (vii) all payoff letters (and related UCC-3 termination statements) relating to the payment in full of all Indebtedness, and receipts or other acknowledgments reasonably acceptable to Parent that all Seller Expenses have been paid; Buyer, from each party having a right or option to purchase the Property (viiior any portion thereof) a certificate from the secretary of the Company, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of the Company; (ix) a certificate from an officer of each Seller that is not an individual, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of such Seller; (x18) the resignations, effective upon the Closing, a certificate of each officer and director of each of the Company and the Subsidiaries insurance or other than those designated by Parent to remain in office, if any; (xi) appropriate documents reasonably requested by Parent with respect to the transfer or establishment of bank accounts, signing authority, etc.; (xii) evidence reasonably satisfactory to Parent Buyer memorializing and confirming that Tenant is then and the agreements between Operating Subtenants are maintaining policies of insurance of the Company types and any Seller or any affiliates of any Seller listed on Schedule 2.3(d)(xi) have been terminatedin the amounts required by the Master Lease, in the form required by the Master Lease; (xiii19) Originals of the construction warranties that Seller receives from contractors and subcontractors, re-issued/assigned at Seller’s expense, to or as directed by Buyer; and Each of the above items shall be provided separately for each of the consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person set forth on Schedule 2.3(d)(xii); (xiv) evidence that Properties being acquired. Each of Seller and Purchaser shall provide the Company has obtained and paid for the Tail Policy; (xv) a certificate number of duplicate originals of the Company certifying that documents referenced above as the conditions set forth in Sections 9.3(a) and (c) have been satisfied, dated as of the Closing and signed on behalf of the Company by a duly authorized officer of the Company; (xvi) a certificate of each Seller who is claiming an exemption from tax withholding under Section 1445 of the Code certifying that such Shareholder is not a foreign person (which certificate shall be in the form set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)); and (xvii) such other documents relating to the transactions contemplated by this Agreement as Parent party may reasonably request. Additionally, at the request of a party’s counsel, in advance of Closing, attorneys for the parties shall exchange electronic copies of executed Closing documents (to be held in trust pending Closing) to enable counsel to confirm that all required Closing documents have been executed and delivered.

Seller Deliverables. Subject to the terms hereofAt Closing, the Sellers shall have delivered, or caused the Company to deliver to Parent, the following additional documents and instruments: Seller will: (i) subject deliver to Section 2.1(d), Buyer possession of the Certificates representing the shares of Common Stock owned by such Seller, accompanied by instruments of transfer or assignment endorsed in blank and dated the Closing Date, in form reasonably satisfactory to Parent; Purchased Assets; (ii) with respect to any shares deliver bills of Common Stock represented by a certificate which has been lost, stolen or destroyed, an affidavit sale and other assignments of the applicable Purchased Assets, in forms reasonably acceptable to Buyer, executed by Seller and sufficient to transfer good and valid title to the Purchased Assets to Buyer; (iii) deliver all licenses, permits, registrations, authorizations, consents and approvals, in forms reasonably acceptable to Buyer, by any third Person, including any Governmental Authorizations and consents under Assigned Contracts, that are necessary for the consummation of the transactions contemplated by this Agreement or another Transaction Document; (iv) deliver evidence, in forms reasonably acceptable to Buyer, of the releases of all Encumbrances on the Purchased Assets, other than Permitted Encumbrances; (v) deliver a written assignment of the leasehold interest under the Real Property Lease, which shall be in form and substance reasonably satisfactory acceptable to Parent stating that such certificate has been lost, stolen or destroyed, Buyer and such other documentation (including an indemnity, in form and substance satisfactory to Parent and the Representative, against any claim that may be made against the Company or any security holder with respect to such certificate) that Parent and the Representative shall require with respect to the shares of Common Stock formerly represented by such lost, stolen or destroyed certificate (but in no event shall such Seller be obligated to post a bond with respect to such lost, stolen or destroyed certificate); (iii) counterpart signature pages to the Escrow Agreement, duly executed and attested by appropriate officers of the Company and the Representative; (iv) counterpart signature pages to the Xxxxxxx Noncompetition Agreement, duly executed by Xxxxxx X. Xxxxxxx; (v) counterpart signature pages to the Xxxxxx Noncompetition Agreement, duly executed by Xxxxxxx Xxxxxx; Seller; (vi) deliver certificates (dated not more than ten days prior to the Closing) as to the good standing of each of the Company and the Subsidiaries in its jurisdiction of organization and each other jurisdiction in which it is qualified to do business as a foreign entity; (vii) all payoff letters (and related UCC-3 termination statements) relating to the payment in full of all Indebtedness, and receipts or other acknowledgments reasonably acceptable to Parent that all from Seller Expenses have been paid; (viii) a certificate from the secretary of the Company, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of the Company; (ix) a certificate from an officer of each Seller that is not an individual, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of such Seller; (x) the resignations, effective upon the Closing, of each officer and director of each of the Company and the Subsidiaries other than those designated by Parent to remain in office, if any; (xi) appropriate documents reasonably requested by Parent with respect to the transfer or establishment of bank accounts, signing authority, etc.; (xii) evidence reasonably satisfactory to Parent that the agreements between the Company and any Seller or any affiliates of any Seller listed on Schedule 2.3(d)(xi) have been terminated; (xiii) each of the consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person set forth on Schedule 2.3(d)(xii); (xiv) evidence that the Company has obtained and paid for the Tail Policy; (xv) a certificate of the Company certifying that the conditions set forth in Sections 9.3(a) and (c) have been satisfied, dated as of the Closing and signed on behalf of the Company by a duly authorized officer of the Company; (xvi) a certificate of each Seller who is claiming an exemption from tax withholding under Section 1445 of the Code certifying that such Shareholder is not a foreign person (which certificate shall be in the applicable form set forth provided in Treasury Regulation Section 1.1445-2(b)(2)(iv))2; and (xviivii) such other documents relating deliver powers of attorney and/or management agreements, in a form approved by Buyer, allowing Buyer, to the transactions contemplated extent permitted by applicable Law, to obtain from boards of pharmacy and any other applicable state or federal Governmental Body (the “Pharmacy Permits”) and from the United States Drug Enforcement Administration (the “DEA Registrations”) the authority to operate under licenses and registrations held by Seller for a period not to exceed ninety (90) days; (viii) to the extent permitted by applicable Law, an agreement to allow continued claims submission and/or assignment of claims for any Payment Programs; (ix) deliver to Buyer an executed copy of the Transition Services Agreement; (x) deliver to Buyer an executed copy of the Warrant; and (xi) deliver all other agreements, certificates, instruments and documents as may be reasonably required of Seller under this Agreement as Parent may reasonably requestAgreement.

Seller Deliverables. Subject to At the terms hereofClosing, the Sellers shall have delivered, deliver or caused cause to be delivered to Buyers the Company to deliver to Parent, the following additional documents and instrumentsfollowing: (ia) subject duly executed assignments in substantially the form of Exhibit A (the “Assignments of Interests”) transferring all right, title and interest in and to the Interests to Buyers, free and clear of all Encumbrances other than Permitted Interest Encumbrances; (b) duly executed counterparts of agreements of employment substantially in form of Exhibit B (the “Agreement of Employment”) duly executed by each of the Fraziers; (c) certificate of non-foreign status for each Seller (or its regarded owner, if such Seller is an entity disregarded as separate from its owner) complying with the requirements of Section 2.1(d)1.1445-2(b) of the Treasury Regulations and, to the Certificates representing extent applicable, Section 1446(f) of the shares of Common Stock owned by such Seller, accompanied by instruments of transfer or assignment endorsed Code in blank and dated the Closing Date, in a form reasonably satisfactory to ParentBuyers; (iid) with respect to any shares of Common Stock represented by a certificate which has been lost, stolen or destroyed, an affidavit the Sellers’ Closing Certificate; (e) written resignations effective as of the applicable Seller Effective Time of the managers, directors, officers and attorneys-in-fact of the Companies, other than those identified on Schedule 2.2; (f) a Flow of Funds in form and substance reasonably satisfactory to Parent stating that such certificate has been lostBuyers; (g) the Indemnification Escrow Agreement duly executed by Seller Representative; (h) no less than two (2) Business Days prior to the Closing, stolen or destroyed, and such other documentation (including an indemnitypayoff letters, in form and substance reasonably satisfactory to Parent and Buyers, from each financial institution, lessor or other lender or Indebtedness holder for borrowed money to which any Company is obligated or which otherwise burdens any Assets or any of the Representative, against any claim that may Interests confirming the total payment required to be made against as of the Closing Date to repay in full such Indebtedness, and stating, if reasonable and customary based upon the nature of such Indebtedness, that, upon payment of such amount, any Encumbrances securing such Indebtedness shall thereupon be released and authorizing such Company or any security holder with to file the applicable termination statements in respect to of such certificate) that Parent Encumbrances and setting forth pay-off instructions for making such repayment on the Representative shall require with respect to Closing Date (the shares of Common Stock formerly represented by such lost, stolen or destroyed certificate (but in no event shall such Seller be obligated to post a bond with respect to such lost, stolen or destroyed certificate“Indebtedness Payoff Letters”); (iiii) counterpart signature pages payoff letters or final invoices, in form and substance reasonably satisfactory to Buyers, from each Person to whom Transaction Expenses are owed, setting forth the Escrow Agreement, duly executed aggregate amount required to be paid to fully satisfy such obligations and attested by appropriate officers of setting forth pay-off instructions for making such repayment on the Company and Closing Date (the Representative“Transaction Expense Payoff Letters”); (ivj) a counterpart signature pages to of the Xxxxxxx Noncompetition Agreement, Registration Rights Agreement duly executed by Xxxxxx X. Xxxxxxxeach Seller; (vk) counterpart signature pages duly executed counterparts to the Xxxxxx Noncompetition Agreement, duly executed by Xxxxxxx XxxxxxIntellectual Property Assignment substantially in the form of Exhibit C between MOTI and each of the Fraziers; (vil) certificates (dated not more than ten days evidence in form and substance reasonably satisfactory to Buyers that the General Partner is properly treated as an entity disregarded as separate from Xxxxxx Xxxxxxx for U.S. federal income Tax purposes effective as of or prior to the Closing) as to the good standing of each of the Company and the Subsidiaries in its jurisdiction of organization and each other jurisdiction in which it is qualified to do business as a foreign entity; (vii) all payoff letters (and related UCC-3 termination statements) relating to the payment in full of all Indebtedness, and receipts or other acknowledgments reasonably acceptable to Parent that all Seller Expenses have been paid; (viii) a certificate from the secretary of the Company, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of the Company; (ix) a certificate from an officer of each Seller that is not an individual, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of such Seller; (x) the resignations, effective upon the Closing, of each officer and director of each of the Company and the Subsidiaries other than those designated by Parent to remain in office, if any; (xi) appropriate documents reasonably requested by Parent with respect to the transfer or establishment of bank accounts, signing authority, etc.; (xiim) evidence in form and substance reasonably satisfactory to Parent that Buyers of the agreements between termination and dissolution of Magnum Innovations LLC. (n) evidence in form and substance reasonably satisfactory to Buyers of the Company termination without ongoing obligation to the Companies of those Contracts and any Seller or any affiliates of any Seller arrangements listed on Schedule 2.3(d)(xi) have been terminated; (xiii) each of the consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person set forth on Schedule 2.3(d)(xii); (xiv) evidence that the Company has obtained and paid for the Tail Policy; (xv) a certificate of the Company certifying that the conditions set forth in Sections 9.3(aSection 3.24(a)(i) and (cii) have been satisfied, dated as of the Closing and signed on behalf of the Company by a duly authorized officer of the Company; (xvi) a certificate of each Seller who is claiming an exemption from tax withholding under Section 1445 of the Code certifying that such Shareholder is not a foreign person (which certificate shall Disclosure Schedules as to be in the form set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv))terminated at or prior to Closing; and (xviio) such other instruments and documents relating as may be reasonably requested by Buyers and necessary or appropriate to complete the transactions contemplated by this Agreement as Parent may reasonably requestand other Transaction Documents.