Common use of Seller Deliveries Clause in Contracts

Seller Deliveries. On the date of this Agreement, the Seller shall deliver to the Parent the following: (i) all Organizational Documents of the Seller (including all amendments thereto); (ii) all Organizational Documents of the Company (including all amendments thereto); (iii) a unanimous written consent, or minutes of the meeting, of the Seller’s Board and the Direct Seller Shareholders authorizing the execution and delivery of this Agreement and the Ancillary Documents, and the performance of the transactions contemplated hereby and thereby, on behalf of the Seller; (iv) a unanimous written consent, or minutes of the meeting, of the Company’s Board and the Seller, in the Seller’s capacity as the Company’s sole shareholder, authorizing the execution and delivery of the Ancillary Documents to which the Company is a party, and the performance of the transactions contemplated thereby, on behalf of the Company; (v) with respect to each Company Entity that is party to any Ancillary Documents, a unanimous written consent, or minutes of the meeting, of such Company Entity’s Board authorizing the execution and delivery of such Ancillary Documents, and the performance of the transactions contemplated thereby, on behalf of such Company Entity; and (vi) complete and accurate copies of all Reorganization Documents; (vii) all Organizational Documents of ID&T Design (including any amendments thereto); (viii) a copy of each of the Stutterheim Management Agreement, the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, in each case duly signed by the parties thereto, other than the Parent; (ix) written resignations of each of the Directors of the Company who is not continuing as a Director of the Company as of immediately after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation, (x) a duly adopted written shareholders’ resolution of the Company appointing each of Sillerman, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of the Company with effect as of immediately following the Closing, (xi) copies of all Consents of Governmental Authorities and any other Person required to be obtained (pursuant to Law or one or more Contracts) with respect to the consummation of the Transaction that are specified in Schedule 3.4(a) or Schedule 3.4(b); (xii) counterpart signature pages to the SFX Stockholder Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiii) counterpart signature pages to the ID&T Worldwide Shareholders’ Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiv) counterpart signature pages to the NAJV Second Amended and Restated LLC Agreement, duly executed by ID&T International, ID&T Holding, and each Seller Shareholder; (xv) counterpart signature pages to the License Agreement, duly executed by the Company and the Seller; (xvi) the original shareholders’ register of the Company, which evidences the Seller’s ownership of the Purchased Shares as of immediately prior to the signing of this Agreement; (xvii) a counterpart signature page to the NAJV Advance Assignment, duly executed by the Seller; (xviii) fully executed copies of the Reorganization Documents; and. (xix) powers of attorney in favor of the Notary, duly executed on behalf of the Company and the Seller authorizing their respective representatives to attend to and execute the Notarial Deed of Transfer.

Seller Deliveries. On At the date of this AgreementClosing, the Seller Sellers shall deliver or cause to be delivered to Purchaser and the Parent the followingNominee: (ia) Stock certificates representing the Shares, duly endorsed in blank or accompanied by stock transfer powers and with all Organizational Documents of the Seller (including all amendments thereto)requisite stock transfer tax stamps attached; (iib) all Organizational Documents A certificate, dated the Closing Date, signed by the Secretary of the Company, attaching certified copies of organizational documents, resolutions and incumbency certifications for the Company (including all amendments thereto)and its Subsidiaries; (iiic) a unanimous written consentA certificate, or minutes dated the Closing Date, signed by the Secretary of the meetingFI, attaching certified copies of organizational documents, resolutions and incumbency certifications for FI; (d) Copies of all Permits, consents or approvals of third parties or Governmental Bodies, the Seller’s Board and granting of which are necessary for the Direct Seller Shareholders authorizing the execution and delivery of this Agreement and the Ancillary Documents, and the performance consummation of the transactions contemplated hereby and therebyor for the termination of any right, on behalf privilege, license, Permit, certificate or agreement of the SellerCompany upon the consummation of the transactions contemplated herein; (ive) Certificates of good standing as of a unanimous written consent, or minutes recent date with respect to the Company issued by the Secretary of State of the meeting, State of the Company’s Board Texas and the Seller, for each state in the Seller’s capacity as the Company’s sole shareholder, authorizing the execution and delivery of the Ancillary Documents to which the Company is qualified to do business as a party, and the performance of the transactions contemplated thereby, on behalf of the Companyforeign corporation; (vf) with respect Payoff letters from each lender relating to each Company Entity that is party to any Ancillary Documents, a unanimous written consent, or minutes the payment in full of the meeting, of such Company Entity’s Board authorizing the execution and delivery of such Ancillary Documents, and the performance of the transactions contemplated thereby, on behalf of such Company Entity; and (vi) complete and accurate copies of all Reorganization DocumentsScheduled Indebtedness at Closing; (viig) Employment agreements and consulting agreements executed by each of the persons listed on Schedule 8.1(g), and which employment agreements and consulting agreements shall be in full force and effect and all Organizational Documents of ID&T Design (including any amendments thereto)such persons shall be willing and able to perform in accordance with such employment agreements; (viiih) a copy of each of the Stutterheim Management Agreement, the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, in each case duly signed by the parties thereto, other than the Parent; (ix) The written resignations of each of the Directors directors of the Company who is not continuing as a Director and its Subsidiaries; (i) An executed copy of the Asset Purchase Agreement, substantially in the form of Exhibit A hereto, signed by an authorized officer of the Excluded Subsidiary; (j) An executed copy of the Guarantee, substantially in the form of Exhibit B hereto, signed by each Seller and the issuing bank; (k) The opinion of Txxx Law Offices, P.C., counsel to the Sellers, in substantially the form of Exhibit C hereto; (l) A certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company as to the effect that all amounts due to and from the Company’s Affiliates, directors, employees, officers or stockholders and any of immediately after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution their Affiliates have been settled in full; (m) A certificate of the Company shareholders accepting such resignation,that the Company is not a United States Real Property Holding Corporation, as defined in defined in Section 897(c)(2) of the Code, that meets the requirements of Treasury Regulation Section 1.1445-2(c)(3); (xn) a duly adopted written shareholders’ resolution of the Company appointing A form W-8BEN signed by each of Sillerman, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of the Company with effect as of immediately following the Closing,Seller; and (xio) copies of all Consents of Governmental Authorities and any All other Person required documents reasonably requested by Purchaser to be obtained (pursuant to Law or one or more Contracts) delivered by any Seller in connection with respect to the consummation of the Transaction that are specified in Schedule 3.4(a) or Schedule 3.4(b); (xii) counterpart signature pages to the SFX Stockholder Agreement, duly executed transactions contemplated by the Seller, each Seller Shareholder, and the Company; (xiii) counterpart signature pages to the ID&T Worldwide Shareholders’ Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiv) counterpart signature pages to the NAJV Second Amended and Restated LLC Agreement, duly executed by ID&T International, ID&T Holding, and each Seller Shareholder; (xv) counterpart signature pages to the License Agreement, duly executed by the Company and the Seller; (xvi) the original shareholders’ register of the Company, which evidences the Seller’s ownership of the Purchased Shares as of immediately prior to the signing of this Agreement; (xvii) a counterpart signature page to the NAJV Advance Assignment, duly executed by the Seller; (xviii) fully executed copies of the Reorganization Documents; and. (xix) powers of attorney in favor of the Notary, duly executed on behalf of the Company and the Seller authorizing their respective representatives to attend to and execute the Notarial Deed of Transfer.

Seller Deliveries. On the date of this AgreementClosing Date, the in addition to making any payment to Purchaser's Account described in Section 3.3, Seller shall deliver to Purchaser, in each case other than (a) below, in form and substance reasonably satisfactory to Purchaser's legal counsel, and with respect to (a) below only, in form and substance not in contravention of any Practice Standard promulgated by the Parent Massachusetts Conveyancers Association: (a) a quit-claim deed for the following:Real Property pursuant to which the Real Property shall be transferred to Purchaser (the "Quit-Claim Deed"); provided that, with respect to the Real Property, Seller shall be required to convey to Purchaser commercially marketable title ("Marketable Title") to the Real Property; (b) the Branch Personalty; (c) the Branch Records; (d) the Cash on Hand; (e) a Massachusetts Property Transfer Return for the Real Property; (f) a Bill of Sale for the Assets; (g) an assignment and xxxumption agreement with respect to the Assumed Liabilities, to which shall be attached schedules setting forth the Deposit Liabilities, Advance Accounts and Overdrafts delivered by the Seller to the Purchaser on the Closing Date (the "Assignment and Assumption Agreement"); (h) the Draft Closing Statement; (i) the Agency Agreement; (j) a schedule setting forth all Organizational Documents access security codes and instructions to the Branch Office; (k) a copy of a current and completed Subsurface Sewage Disposal System Inspection Form with respect to the Seller Real Property meeting the requirements of applicable Massachusetts law, including Section 15.340 of Title 5 (including all amendments thereto310 CMR 15.000); (iil) all Organizational Documents a Certificate of a senior executive officer of the Company (including all amendments thereto); (iii) a unanimous written consent, or minutes Seller attesting to the accuracy and completeness of the meetingrepresentations and warranties of Seller, of the Seller’s Board and the Direct Seller Shareholders authorizing the execution and delivery of this Agreement and the Ancillary Documents, and the performance of the transactions contemplated hereby covenants of Seller and thereby, on behalf the satisfaction of the conditions to Seller; (iv) a unanimous written consent, or minutes of the meeting, of the Company’s Board and the Seller, in the Seller’s capacity as the Company’s sole shareholder, authorizing the execution and delivery of the Ancillary Documents to which the Company is a party, and the performance of the transactions contemplated thereby, on behalf of the Company; (v) with respect to each Company Entity that is party to any Ancillary Documents, a unanimous written consent, or minutes of the meeting, of such Company Entity’s Board authorizing the execution and delivery of such Ancillary Documents, and the performance of the transactions contemplated thereby, on behalf of such Company Entity's obligations contained herein; and (vim) complete such endorsements, conveyances, deeds of transfer, assignments, instruments, certificates and accurate copies of all Reorganization Documents; (vii) all Organizational Documents of ID&T Design (including any amendments thereto); (viii) a copy of each other documents helpful or appropriate to effect the transactions contemplated hereby as Purchaser shall reasonably request consistent with this Agreement. The Branch Personalty, Cash on Hand and Branch Records shall be deemed delivered to Purchaser to the extent such assets are located in the Branch as of the Stutterheim Management Agreement, the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, in each case duly signed by the parties thereto, other than the Parent; (ix) written resignations of each of the Directors of the Company who is not continuing as a Director of the Company as of immediately after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation, (x) a duly adopted written shareholders’ resolution of the Company appointing each of Sillerman, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of the Company with effect as of immediately following the Closing, (xi) copies of all Consents of Governmental Authorities and any other Person required to be obtained (pursuant to Law or one or more Contracts) with respect to the consummation of the Transaction that are specified in Schedule 3.4(a) or Schedule 3.4(b); (xii) counterpart signature pages to the SFX Stockholder Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiii) counterpart signature pages to the ID&T Worldwide Shareholders’ Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiv) counterpart signature pages to the NAJV Second Amended and Restated LLC Agreement, duly executed by ID&T International, ID&T Holding, and each Seller Shareholder; (xv) counterpart signature pages to the License Agreement, duly executed by the Company and the Seller; (xvi) the original shareholders’ register of the Company, which evidences the Seller’s ownership of the Purchased Shares as of immediately prior to the signing of this Agreement; (xvii) a counterpart signature page to the NAJV Advance Assignment, duly executed by the Seller; (xviii) fully executed copies of the Reorganization Documents; andDate. (xix) powers of attorney in favor of the Notary, duly executed on behalf of the Company and the Seller authorizing their respective representatives to attend to and execute the Notarial Deed of Transfer.

Seller Deliveries. On the date of this Agreement, the Seller shall deliver have delivered to the Parent the followingPurchaser: (i) assignment documents or other instruments of transfer sufficient to transfer to Purchaser all Organizational Documents of right, title and interest in the Units to Purchaser, duly executed by Seller (including all amendments thereto)and in form and substance reasonably satisfactory to Purchaser; (ii) all Organizational Documents a non-foreign affidavit, dated as of the Company (including all amendments theretoClosing Date, prepared in accordance with Treasury Regulations Section 1.1445-2(b), in form and substance reasonably satisfactory to Purchaser duly executed by Seller and sworn under penalty of perjury; (iii) a unanimous written consentpayoff and Lien release letters (in each case, or minutes in form and substance reasonably satisfactory to Purchaser) (the “Payoff Letters”) executed by the obligees of the meetingCompany Indebtedness, including the Warehouse Agreements, which set forth, among other customary provisions, (x) the amount required to repay in full all Company Indebtedness owed to such obligee on the Closing Date (the “Payoff Amount”), (y) the wire transfer instructions for the repayment of such Company Indebtedness to such obligee, and (z) a release of all Liens granted by the Company or any of the Company Subsidiaries to such obligee or otherwise arising with respect to the applicable Company Indebtedness, effective upon receipt of the applicable Payoff Amount, together with such obligee’s commitment to deliver any necessary UCC authorizations or other releases as may be reasonably required to evidence such release of all Liens; (iv) resignations of each officer and director of the Company in form reasonably satisfactory to Purchaser; (v) a certificate, dated the Closing Date, signed by the Secretary or any Assistant Secretary of Seller’s Board , attesting to the completion of all necessary corporate action by Seller and the Direct Seller Shareholders authorizing the execution Company to execute and delivery of deliver this Agreement and the Ancillary other Company Documents, to the extent applicable, and the performance of to consummate the transactions contemplated hereby and thereby, on behalf and including copies of the Seller; (iv) a unanimous written consent, or minutes bylaws of the meeting, of the Company’s Board Seller and the Seller, Company and all corporate resolutions required in the Seller’s capacity as the Company’s sole shareholder, authorizing the execution and delivery of the Ancillary Documents to which the Company is a party, and the performance of the transactions contemplated thereby, on behalf of the Companyconnection with this Agreement; (v) with respect to each Company Entity that is party to any Ancillary Documents, a unanimous written consent, or minutes of the meeting, of such Company Entity’s Board authorizing the execution and delivery of such Ancillary Documents, and the performance of the transactions contemplated thereby, on behalf of such Company Entity; and (vi) complete a copy of the certificate of incorporation of Seller and accurate copies the certificate of all Reorganization Documentsformation of the Company, in each case certified by the Secretary of State of the State of Delaware; (vii) all Organizational Documents a certificate, dated as of ID&T Design (including any amendments thereto)a recent date, as to the good standing of each of Seller and the Company from the Secretary of State of the State of Delaware; (viii) a copy of each of the Stutterheim Management AgreementConsents, the Stutterheim Management Agreement Addendumif any, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Lettersset forth in Schedule 3.4(a)(ix), each Key Employee Employment Agreement, in form and each Key Employee Employment Agreement Addendum, in each case duly signed by the parties thereto, other than the Parentsubstance reasonably satisfactory to Purchaser; (ix) written resignations of evidence reasonably satisfactory to Purchaser that each of the Directors of the Company who is not continuing as a Director of the Company as of immediately after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation, (x) a duly adopted written shareholders’ resolution of the Company appointing each of Sillerman, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of the Company with effect as of immediately following the Closing, (xi) copies of all Consents of Governmental Authorities and any other Person required to be obtained (pursuant to Law or one or more Contracts) with respect to the consummation of the Transaction that are specified in Schedule 3.4(a) or Schedule 3.4(b);Related Party Agreements has been terminated; and (xii) counterpart signature pages to the SFX Stockholder Agreementa transition services agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiii) counterpart signature pages to the ID&T Worldwide Shareholders’ Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiv) counterpart signature pages to the NAJV Second Amended and Restated LLC Agreement, duly executed by ID&T International, ID&T Holding, and each Seller Shareholder; (xv) counterpart signature pages to the License Agreement, duly executed by the Company and the Seller; (xvi) the original shareholders’ register of the Company, which evidences the Seller’s ownership of the Purchased Shares as of immediately prior to the signing of this Agreement; (xvii) a counterpart signature page to the NAJV Advance Assignment, duly executed by the Seller; (xviii) fully executed copies of the Reorganization Documents; and. (xix) powers of attorney in favor of the Notary, duly executed on behalf of the Company and the Seller authorizing their respective representatives to attend to and execute the Notarial Deed of Transfer.

Seller Deliveries. On Concurrently with the date execution and delivery hereof, Seller is causing to be executed and delivered to Buyer a Back-Up Indemnification Agreement in the form of this attached hereto as Exhibit 2.2 (the “Indemnification Agreement”), duly executed by Wicks Communication & Media Partners, L.P. (the “Fund”), Wicks Parallel (Limited) Partnership I, L.P., Xxxx Xxxxxxx 2005 Irrevocable Trust, Xxxxx Xxxxxx, and Xxxxxx Xxxxx (collectively, the “Back-Up Indemnitors”). At the Closing, Seller shall deliver to the Parent the followingBuyer: (ia) all Organizational Documents an Instrument of Transfer and Assumption, in respect of the Seller Membership Interests, executed by Seller, substantially in the form of Exhibit 2.2(a) hereto (including all amendments theretothe “LLC Instrument”); (ii) all Organizational Documents of the Company (including all amendments thereto); (iiib) a unanimous written consent, or minutes of release dated the meeting, of the Seller’s Board and the Direct Seller Shareholders authorizing the execution and delivery of this Agreement and the Ancillary Documents, and the performance of the transactions contemplated hereby and thereby, on behalf of the Seller; (iv) a unanimous written consent, or minutes of the meeting, of the Company’s Board and the Seller, Closing Date in the Seller’s capacity as the Company’s sole shareholder, authorizing the execution and delivery form of the Ancillary Documents to which the Company is a party, and the performance of the transactions contemplated thereby, on behalf Exhibit 2.2(b) hereto from Seller in favor of the Company; (vc) with respect to each Company Entity that is party to any Ancillary Documentsa Non-Competition and Non-Solicitation Agreement from the Fund substantially in the form of Exhibit 2.2(c) hereto, a unanimous written consent, or minutes executed by the Fund; (d) complete and correct copies of the meetingCertificate of Formation (the “Certificate”) and limited liability company agreement (the “Operating Agreement”) of Seller and the Company, certified by an officer of such each of Seller and the Company Entity’s Board to be true, complete and correct as of the Closing Date; (e) copies of the limited liability company resolutions authorizing the execution and delivery by Seller of such Ancillary Documents, this Agreement and the performance consummation of the transactions contemplated therebyhereby, on behalf certified by an officer of such Company Entity; and (vi) complete and accurate copies of all Reorganization DocumentsSeller; (viif) all Organizational Documents a certificate of ID&T Design (including any amendments thereto)good standing with respect to each of Seller and the Company, as of a then recent date by the Secretary of State of the State of Delaware; (viiig) a copy of each of the Stutterheim Management Agreement, the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, in each case duly signed by the parties thereto, other than the Parent; (ix) written resignations of each of the Directors of the Company who is not continuing as a Director of the Company as of immediately after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation, (x) a duly adopted written shareholders’ resolution of the Company appointing each of Sillerman, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of the Company with effect as of immediately following the Closing, (xi) copies of all Consents of Governmental Authorities and any other Person required to be obtained (pursuant to Law or one or more Contracts) with respect to the consummation of the Transaction that are specified in Schedule 3.4(a) or Schedule 3.4(b); (xii) counterpart signature pages to the SFX Stockholder Escrow Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiii) counterpart signature pages to the ID&T Worldwide Shareholders’ Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiv) counterpart signature pages to the NAJV Second Amended and Restated LLC Agreement, duly executed by ID&T International, ID&T Holding, and each Seller Shareholder; (xv) counterpart signature pages to the License Agreement, duly executed by the Company and the Seller; (xvih) a certificate of an appropriate officer of Seller certifying as to the original shareholders’ register incumbency of the Companyofficers of Seller, which evidences the Seller’s ownership of the Purchased Shares as of immediately prior to the signing of executing this Agreement; (xvii) a counterpart signature page to the NAJV Advance Assignment, duly executed by the Seller; (xviii) fully executed copies of the Reorganization Documents; and. (xix) powers of attorney in favor of the Notary, duly executed on behalf of the Company Agreement and the Seller authorizing their respective representatives Documents, including specimen signatures; and (i) all other documents required by the terms of this Agreement to attend be executed and/or delivered by Seller to and execute Buyer at the Notarial Deed of TransferClosing.

Seller Deliveries. On Simultaneously with the date Closing of the transactions contemplated by this Agreement, the following documents shall be executed and/or delivered by Seller shall deliver and/or the Members to the Parent the followingBuyer: (ia) all Organizational Documents the Xxxx of Sale, and such other instruments of assignment as Buyer and its counsel reasonably shall have requested prior to the Closing Date for the sale, transfer and conveyance and assignment of the Seller (including all amendments thereto)Assets to Buyer; (iib) all Organizational Documents of the Company (including all amendments thereto)Escrow Agreement; (iiic) a unanimous written consentcertificate, or minutes of dated the meetingClosing Date, of the manager of Seller’s Board : (i) attaching resolutions of the members and managers of Seller in connection with the Direct authorization and approval of the execution, delivery and performance by Seller Shareholders authorizing the execution and delivery of this Agreement and the Ancillary Documents, and the performance of the transactions contemplated hereby and thereby, on behalf of the Seller; (iv) a unanimous written consent, or minutes of the meeting, of the Company’s Board and the Seller, in the Seller’s capacity as the Company’s sole shareholder, authorizing the execution and delivery of the Ancillary other Transaction Documents to which the Company Seller is a party, certified as being in full force and the performance effect as of the transactions contemplated therebyClosing Date; (ii) attaching a copy, on behalf certified by the manager as true and complete, of Seller's Limited Liability Company Agreement, as amended to the Closing Date; (iii) setting forth the incumbency of the Companyofficers of Seller who have executed and delivered this Agreement and each of the other Transaction Documents to which Seller is a party, including therein a signature specimen of each such officer; and (iv) attaching a copy, certified by the manager as true and complete, of Seller's Certificate of Formation, as amended to the Closing Date; (vd) a good standing certificate with respect to each Company Entity that is party to any Ancillary Documents, a unanimous written consent, or minutes Seller from the Secretary of State of the meeting, State of such Company Entity’s Board authorizing the execution Delaware; (e) all materials and delivery of such Ancillary Documents, and the performance of the transactions contemplated thereby, on behalf of such Company Entitydocumentation set forth in Section 1.2; and (vif) complete an opinion of counsel to Seller addressed to Buyer and accurate copies of all Reorganization Documents; (vii) all Organizational Documents of ID&T Design (including any amendments thereto); (viii) a copy of each of the Stutterheim Management Agreement, the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendumcovering such matters as Buyer shall reasonably request, in each case duly signed by substantially the parties thereto, other than the Parent; (ix) written resignations form of each of the Directors of the Company who is not continuing as a Director of the Company as of immediately after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation, (x) a duly adopted written shareholders’ resolution of the Company appointing each of Sillerman, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of the Company with effect as of immediately following the Closing, (xi) copies of all Consents of Governmental Authorities and any other Person required to be obtained (pursuant to Law or one or more Contracts) with respect to the consummation of the Transaction that are specified in Schedule 3.4(a) or Schedule 3.4(b); (xii) counterpart signature pages to the SFX Stockholder Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiii) counterpart signature pages to the ID&T Worldwide Shareholders’ Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiv) counterpart signature pages to the NAJV Second Amended and Restated LLC Agreement, duly executed by ID&T International, ID&T Holding, and each Seller Shareholder; (xv) counterpart signature pages to the License Agreement, duly executed by the Company and the Seller; (xvi) the original shareholders’ register of the Company, which evidences the Seller’s ownership of the Purchased Shares as of immediately prior to the signing of this Agreement; (xvii) a counterpart signature page to the NAJV Advance Assignment, duly executed by the Seller; (xviii) fully executed copies of the Reorganization Documents; andExhibit C hereto. (xix) powers of attorney in favor of the Notary, duly executed on behalf of the Company and the Seller authorizing their respective representatives to attend to and execute the Notarial Deed of Transfer.

Seller Deliveries. On At the date Closing, subject to the terms and conditions of this Agreement, the Seller Sellers shall deliver deliver, or cause to the Parent the followingbe delivered, to Purchaser: (ia) all Organizational Documents the Company GP Interests to the GP Purchaser, free and clear of any Encumbrances, evidenced by delivering a written instrument of assignment and evidence of the Seller (including all amendments thereto)transfer thereof; (iib) all Organizational Documents the Company LP Interests to the LP Purchaser, free and clear of any Encumbrances, evidenced by delivering a written instrument of assignment and evidence of the Company (including all amendments thereto)transfer thereof; (iiic) an officers certificate signed by Company GP certifying as to the satisfaction of the conditions set forth in Sections 7.01 and 7.02; (d) a unanimous written consent, or minutes certificate duly executed by the designated representative of the meeting, board of managers of Company GP dated as of the SellerClosing Date certifying and attaching thereto: (i) Company’s Board Organizational Documents as in effect as of the Closing Date, (ii) resolutions of Company GP and Company LP confirming the Direct Seller Shareholders authorizing authorization of the execution and delivery of this Agreement the Transaction Documents to which Company is a party and the Ancillary Documents, and the performance consummation of the transactions contemplated hereby and thereby, on behalf and certifying that such authority has not been rescinded or amended as of the SellerClosing Date; (iii) a certificate of good standing with respect to Company from Delaware dated within ten days of the Closing Date; and (iv) an incumbency certificate of Company; (ive) a unanimous written consent, or minutes certificate duly executed by the designated representative of the meeting, board of managers of Company GP dated as of the CompanyClosing Date certifying and attaching thereto: (i) Company GP’s Board and Organizational Documents as in effect as of the SellerClosing Date, in (ii) resolutions of Company GP confirming the Seller’s capacity as the Company’s sole shareholder, authorizing authorization of the execution and delivery of the Ancillary Transaction Documents to which the Company GP is a party, party and the performance consummation of the transactions contemplated hereby and thereby, on behalf and certifying that such authority has not been rescinded or amended as of the CompanyClosing Date; (iii) a certificate of good standing with respect to the Company GP from Delaware dated within ten days of the Closing Date; and (iv) an incumbency certificate of Company GP; (vf) with respect to each Company Entity that is party to any Ancillary Documents, a unanimous written consent, or minutes certificate duly executed by the designated representative of the meetingManager of Company LP dated as of the Closing Date certifying and attaching thereto: (i) Company LP’s Organizational Documents as in effect as of the Closing Date, (ii) resolutions of such Company Entity’s Board authorizing LP confirming the authorization of the execution and delivery of such Ancillary Documents, the Transaction Documents to which Company LP is a party and the performance consummation of the transactions contemplated hereby and thereby, on behalf and certifying that such authority has not been rescinded or amended as of such Company Entitythe Closing Date; and (vi) complete and accurate copies of all Reorganization Documents; (vii) all Organizational Documents of ID&T Design (including any amendments thereto); (viiiiii) a copy certificate of each of the Stutterheim Management Agreement, the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, in each case duly signed by the parties thereto, other than the Parent; (ix) written resignations of each of the Directors of the Company who is not continuing as a Director of the Company as of immediately after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation, (x) a duly adopted written shareholders’ resolution of the Company appointing each of Sillerman, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of the Company with effect as of immediately following the Closing, (xi) copies of all Consents of Governmental Authorities and any other Person required to be obtained (pursuant to Law or one or more Contracts) good standing with respect to the consummation Company LP from Delaware dated within ten days of the Transaction that are specified in Schedule 3.4(aClosing Date; and (iv) or Schedule 3.4(b)an incumbency certificate of Company LP; (xiig) counterpart signature pages resignation of the members of the board of managers of Company GP as to the SFX Stockholder Agreement, duly executed by the Seller, each Seller Shareholder, their roles and the Company; (xiii) counterpart signature pages any services to the ID&T Worldwide Shareholders’ Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiv) counterpart signature pages to the NAJV Second Amended and Restated LLC Agreement, duly executed by ID&T International, ID&T Holding, and each Seller Shareholder; (xv) counterpart signature pages to the License Agreement, duly executed by the Company and the ATAX Entities as of the Closing; (h) all minutes books and record books of Company and the ATAX Entities and all other books and records of, or pertaining to, the business and operations of Company and the ATAX Entities during periods occurring from January 1, 2015 until the Closing; (i) a non-foreign affidavit for each of Company GP and Company LP sworn under penalties of perjury and in form and substance required under the Treasury Regulations and other guidance issued pursuant to Sections 1445 and 1446 of the Code stating that such Person is not a “foreign person” as defined in Section 1445 of the Code; (j) a duly completed W-9 for each Seller; (xvik) an amendment to, or amendment and restatement of, the original shareholders’ register Company Partnership Agreement which deletes the provisions relating to payments to employees who were previously limited partners of the Company, which evidences and confirms the Seller’s ownership assignment and transfer of the Purchased Shares as of immediately prior Company GP Interests and the Company LP Interests to the signing of this Agreement; (xvii) a counterpart signature page to GP Purchaser and the NAJV Advance AssignmentLP Purchaser, duly executed by respectively, the Seller; (xviii) fully executed copies withdrawal of the Reorganization Documents; and. (xix) powers of attorney in favor of Company GP and the Notary, duly executed on behalf Company LP as partners of the Company and the admission of the GP Purchaser as GP of the Company and the admission of LP Purchaser as the LP of the Company, and any other reasonable amendments requested by Purchaser; (l) documentation to replace the Initial Limited Partner under the ATAX Partnership Agreement; (m) the License and Transition Services Agreement; (n) domain registration assignment(s); (o) a letter from Access Bank (“Lender”) that is in form and substance satisfactory to Purchaser (i) consenting to the transactions contemplated by this Agreement (ii) authorizing the sale of the Subject Interests to Purchaser free and clear of any and all liens, claims and encumbrances of the Lender, (iii) releasing its liens in the Subject Interests, and (iv) authorizing Purchaser to file an amendment, partial release or other record with the applicable office of the Secretary of State to evidence the release of any lien of the Lender in the Subject Interests; (p) evidence of the grants of the Approved Awards under the Equity Incentive Plan and issuance of the restricted BUCs under the Approved Awards; (q) documentation necessary to transition from any Affiliates of Seller authorizing their respective representatives to attend Purchaser or a Purchaser Affiliate any servicer, financial monitor or similar arrangements referenced in Schedule 4.08(b)(xix), to the extent such transition is possible at Closing; (r) the Escrow Agreement; and (s) such other documents or instruments as Purchaser reasonably requests and execute as are reasonably necessary to consummate the Notarial Deed of Transfertransactions contemplated by this Agreement.

Seller Deliveries. On At each Closing at which any Ownership Interests are being purchased and sold, each Entity Seller selling any Ownership Interests thereat shall deliver to Purchaser, in lieu of the date items set forth in Section 5(B)(i) of this the Agreement, the following items (the “Ownership Interest Transaction Documents”) (each in form and substance reasonably acceptable to Purchaser, if not attached to this Agreement as an Exhibit and executed, if necessary, by the Entity Seller): (a) if the Company is a limited partnership, (i) an assignment and assumption agreement substantially in the form attached hereto as Exhibit E-1 (the “Assignment of Limited Partnership Interests”), pursuant to which (1) the applicable Entity Seller shall deliver transfers its Ownership Interests to Purchaser and (2) Purchaser assumes all obligations of the Parent Entity Seller in the following:applicable Company in accordance with the terms of the limited partnership agreement of such Company, and (ii) an assignment and assumption agreement substantially in the form attached hereto as Exhibit E-2 (the “Assignment of General Partnership Interests”), pursuant to which (1) the general partner of the applicable Company transfers its general partnership interests to Purchaser or its designee and (2) Purchaser or its designee assumes all obligations of such transferee as general partner in the applicable Company in accordance with the terms of the limited partnership agreement of such Company; (b) if the Company is a limited liability company, an assignment and assumption agreement substantially in the form attached hereto as Exhibit E-3 (the “Assignment of Membership Interests”), pursuant to which (i) the Entity Seller transfers its Ownership Interests to Purchaser or its designee and (ii) Purchaser or its designee assumes all obligations of the Entity Seller in the applicable Company in accordance with the terms of the limited liability company agreement of such Company; (c) a true, correct and complete original of the limited liability company agreement or limited partnership agreement, as applicable, of each Company; (d) resignations of all managers, managing members, general partners, officers and/or directors (as applicable) of the applicable Company; (i) all Organizational Documents a good standing certificate issued not more than ten (10) days prior to the applicable Closing Date by the Secretary of State of the state of formation of the applicable Company and the Secretary of State of the state in which the applicable Company Property is located; (ii) a certified copy of the certificate of limited partnership or certificate of formation, as applicable, for the applicable Company issued not more than ten (10) days prior to the applicable Closing Date by the Secretary of State of the state of formation of such Company; and (iii) a certificate of incumbency certifying the titles and signatures of the officers authorized to consummate the transaction contemplated by this Agreement on behalf of each Entity Seller, and such other evidence of each Entity Seller’s power and authority as Purchaser may reasonably request; (f) an opinion of counsel for such Entity Seller in form and substance reasonably acceptable to Purchaser, which opinion shall opine that the Company is validly existing, in good standing in the state of its formation and qualified to transact business in the state where the applicable Property is located; (including g) all amendments of the books and records of the applicable Company in which Purchaser is purchasing the Ownership Interests; (h) a letter for each Company Property in substantially the form of Exhibit E-4 attached to the Agreement, advising tenants under the Leases of the change in management of each such Property and directing them to pay rent as Purchaser may direct; (i) any and all affidavits, certificates or other documents required by the Title Insurer in order to cause it to issue at such Closing the Owner’s Title Insurance Policies (or marked-up commitments therefor) in the form and condition required by this Agreement; (j) Intentionally Deleted; (k) to the extent in Seller’s possession or control and subject to Section 1(A)(vi) at each applicable Property, all of the original Leases, all written Service Contracts assigned to Purchaser, Permits and Licenses, Warranties, and any and all existing surveys, blueprints, drawings, plans and specifications (including, without limitation, structural, HVAC, mechanical and plumbing, water and sewer plans and specifications), construction drawings, environmental reports, police reports, and other documentation for or with respect to the applicable Properties or any part thereof; all available tenant lists and data, correspondence with past, present and prospective tenants, utility companies and other third parties, stationery, brochures, booklets, manuals and promotional, marketing and advertising materials concerning the applicable Properties or any part thereof; such other existing books, records and documents (including, without limitation, those relating to ad valorem taxes and leases) used in connection with the operation of the applicable Properties or any part thereof (other than such materials that contain the Excluded Trademarks or that are part of Hometown’s national marketing and advertising program); and all keys for each applicable Property; (l) at the applicable Property and to the extent in Seller’s possession or control and to the extent same inure to the benefit of Sellers, any warranties or guaranties which are in any way applicable to the Acquired Assets or any part thereof; (m) copies of all Existing Loan Documents if Loan Assumption occurs to the extent not previously provided by Sellers; (n) Intentionally Deleted; (o) for each Seller, an affidavit stating, under penalty of perjury, such Seller’s U.S. Taxpayer Identification Number and that such Seller is not a “foreign person” within the meaning, and in a form that satisfies the requirements, of Section 1445 of the Code and the regulations promulgate pursuant thereto; (p) transfer tax returns as required by applicable law; (q) Intentionally Deleted; (r) all other necessary or appropriate documents as are necessary for each Entity Seller to comply with its obligations under this Agreement, or as required by Purchaser or the Title Insurer in order to perfect the conveyance, transfer and assignment of the Acquired Assets to Purchaser or Purchaser’s designee; (s) for each Company Property that is the subject of a Loan Assumption, an assignment and assumption of loan documents, in recordable form, executed by the applicable Seller and/or the Company, as applicable, in form and substance reasonably acceptable to Sellers and Purchaser, for each of the Existing Loans being assumed by Purchaser as the applicable Closing Date and providing for a release of each applicable existing non-recourse carveout guarantor from all obligations and liabilities (excluding environmental liabilities) first arising under the applicable existing non-recourse carveout guaranty from and after the date of the assumption (the “Loan Assumption Agreement”) provided that each such Loan Assumption Agreement shall contain the consent of the applicable Existing Lender to the transactions contemplated by this Agreement, specifically setting forth that such transaction will not cause an acceleration of the debt evidenced by the applicable Existing Note (or words to that effect); (iit) all Organizational Documents of the Company (including all amendments thereto)Intentionally Deleted; (iiiu) at the Closing for each Company Property that is the subject of a unanimous written consentDefeasance, or minutes of the meeting, of Defeasance Documents executed by the Seller’s Board applicable Company and the Direct applicable lender, together with any other documents or instruments required pursuant to the Existing Loan Documents to be executed or provided by Seller Shareholders authorizing the execution and delivery of this Agreement and the Ancillary Documents, and the performance of the transactions contemplated hereby and thereby, on behalf of the Seller; (iv) a unanimous written consent, or minutes of the meeting, of and/or the Company’s Board and the Seller, as applicable, in the Seller’s capacity as the Company’s sole shareholder, authorizing the execution and delivery of the Ancillary Documents to which the Company is a party, and the performance of the transactions contemplated thereby, on behalf of the Companyconnection with such Defeasance; (v) evidence of termination of all applicable Service Contracts which Purchaser is not assuming pursuant to Section 1(C) of the Agreement; (w) evidence of the termination of all management agreements other than the Management Agreement with respect to each the applicable Company Entity that is party to any Ancillary Documents, a unanimous written consent, or minutes of the meeting, of such Company Entity’s Board authorizing the execution and delivery of such Ancillary Documents, and the performance of the transactions contemplated thereby, on behalf of such Company Entity; and (vi) complete and accurate copies of all Reorganization DocumentsProperties; (vii) all Organizational Documents of ID&T Design (including any amendments thereto); (viii) a copy of each of the Stutterheim Management Agreement, the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, in each case duly signed by the parties thereto, other than the Parent; (ix) written resignations of each of the Directors of the Company who is not continuing as a Director of the Company as of immediately after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation, (x) a duly adopted written shareholders’ resolution of the Company appointing each of Sillerman, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of the Company with effect as of immediately following the Closing,Intentionally Deleted; (xiy) copies of all Consents of Governmental Authorities and any other Person required to be obtained Intentionally Deleted; (pursuant to Law or one or more Contractsz) Intentionally Deleted; (aa) if the applicable Ownership Interests are with respect to the consummation Ground Lease Property, a notice to the ground lessor under the Ground Lease as to the purchase of the Transaction that are specified in Schedule 3.4(a) Ownership Interest by Purchaser or Schedule 3.4(b); (xii) counterpart signature pages its designee, if required pursuant to the SFX Stockholder Agreement, duly executed by the Seller, each Seller Shareholder, and the CompanyGround Lease; (xiii) counterpart signature pages to the ID&T Worldwide Shareholders’ Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiv) counterpart signature pages to the NAJV Second Amended and Restated LLC Agreement, duly executed by ID&T International, ID&T Holding, and each Seller Shareholder; (xv) counterpart signature pages to the License Agreement, duly executed by the Company and the Seller; (xvi) the original shareholders’ register of the Company, which evidences the Seller’s ownership of the Purchased Shares as of immediately prior to the signing of this Agreement; (xvii) a counterpart signature page to the NAJV Advance Assignment, duly executed by the Seller; (xviii) fully executed copies of the Reorganization Documents; and. (xix) powers of attorney in favor of the Notary, duly executed on behalf of the Company and the Seller authorizing their respective representatives to attend to and execute the Notarial Deed of Transfer.

Seller Deliveries. On At the date Closing, subject to the terms and conditions of this Agreement, the Seller Sellers shall deliver deliver, or cause to be delivered, to the Parent Buyer: (a) the followingSubject Interests, in each case free and clear of any Encumbrances (other than Encumbrances existing under the Partnership Agreement, the Current Oxford GP LLC Agreement or those arising under applicable securities Laws), by delivering a written instrument of assignment and evidence of the transfer thereof as follows: (i) all Organizational Documents in the case of the Seller (including all amendments thereto)Oxford GP Units, an assignment of the Seller Oxford GP Units to Buyer, duly executed by each Seller holding Seller Oxford GP Units pursuant to the Current Oxford GP LLC Agreement and acknowledged by Oxford GP, and substantially in the form agreed to by the Parties; (ii) all Organizational Documents in the case of the Company (including all amendments thereto)Oxford GP Unit Warrants, an assignment of the applicable Oxford GP Unit Warrant by each Seller holding Oxford GP Unit Warrants to the Buyer pursuant to the applicable warrant agreement and acknowledged by Oxford GP, and substantially in the form agreed to by the Parties; (iii) a unanimous written consent, or minutes in the case of the meetingSeller Subordinated Units, an assignment of the Seller’s Board Subordinated Units to the Buyer duly executed by each Seller holding Seller Subordinated Units, and acknowledged by Oxford GP on behalf of the Partnership, pursuant to the Current Partnership Agreement and the Direct transfer agent of the Subordinated Units, substantially in the form agreed to by the Parties; and (iv) in the case of the Subordinated Unit Warrants, an assignment of the applicable Subordinated Unit Warrant by each Seller Shareholders holding Subordinated Unit Warrants to the Buyer pursuant to the applicable warrant agreement and acknowledged by Oxford GP, and substantially in the form agreed to by the Parties; (b) a certificate duly executed by the Secretary or an Assistant Secretary of each Seller (or the managing member of the general partner of each Seller) that is an entity, dated as of the Closing Date, in customary form, attesting to (i) the Organizational Documents of such Seller and (ii) the resolutions of the board of managers, board of directors or similar governing body of such Seller authorizing the execution and delivery of this Agreement the Transaction Documents to which such Seller is a party and the Ancillary Documents, and the performance consummation of the transactions contemplated hereby and thereby, on behalf and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (c) a certificate duly executed by each Seller, or, in the case of a Seller that is an entity, an executive officer of such Seller (or the managing member of the general partner of such Seller), dated as of the Closing Date, in customary form, to the effect that each of the conditions specified in Sections 7.02(a), 7.02(b) and 7.02(c) have been satisfied in all respects as to such individual Seller; (ivd) a unanimous written consent, or minutes the resignation letter of each of the meetingdirectors of Oxford GP requested by the Buyer, with such resignations to be effective as of the Company’s Board and the SellerClosing Date. (e) for each Seller that is an entity, in the Seller’s capacity a certificate that is dated as the Company’s sole shareholder, authorizing the execution and delivery of a recent date of the Ancillary Documents to which the Company is a party, and the performance Secretary of State of the transactions contemplated thereby, on behalf state of organization of the Companyentity with respect to the valid existence and good standing in such state; (vf) with respect to each Company Entity that is party to any Ancillary Documentsa certificate, a unanimous written consentduly executed and acknowledged by the Sellers’ regarded owners, or minutes dated as of the meetingClosing Date, in accordance with Treasury Regulation Section 1.1445-2(b)(2), certifying that applicable transferor is not a “foreign person” within the meaning of such Company Entity’s Board authorizing the execution and delivery of such Ancillary Documents, and the performance Section 1445 of the transactions contemplated thereby, on behalf of such Company EntityCode; and (vig) complete such other documents or instruments as the Buyer reasonably requests and accurate copies of all Reorganization Documents; (vii) all Organizational Documents of ID&T Design (including any amendments thereto); (viii) a copy of each of as are reasonably necessary to consummate the Stutterheim Management Agreement, the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, in each case duly signed transactions contemplated by the parties thereto, other than the Parent; (ix) written resignations of each of the Directors of the Company who is not continuing as a Director of the Company as of immediately after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation, (x) a duly adopted written shareholders’ resolution of the Company appointing each of Sillerman, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of the Company with effect as of immediately following the Closing, (xi) copies of all Consents of Governmental Authorities and any other Person required to be obtained (pursuant to Law or one or more Contracts) with respect to the consummation of the Transaction that are specified in Schedule 3.4(a) or Schedule 3.4(b); (xii) counterpart signature pages to the SFX Stockholder Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiii) counterpart signature pages to the ID&T Worldwide Shareholders’ Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiv) counterpart signature pages to the NAJV Second Amended and Restated LLC Agreement, duly executed by ID&T International, ID&T Holding, and each Seller Shareholder; (xv) counterpart signature pages to the License Agreement, duly executed by the Company and the Seller; (xvi) the original shareholders’ register of the Company, which evidences the Seller’s ownership of the Purchased Shares as of immediately prior to the signing of this Agreement; (xvii) a counterpart signature page to the NAJV Advance Assignment, duly executed by the Seller; (xviii) fully executed copies of the Reorganization Documents; and. (xix) powers of attorney in favor of the Notary, duly executed on behalf of the Company and the Seller authorizing their respective representatives to attend to and execute the Notarial Deed of Transfer.

Seller Deliveries. On the date of this Agreement, the Seller shall execute and deliver (or cause the execution and delivery of) the documents itemized in this Section 7.1 to Buyer, prior to or simultaneously with the Parent Closing: (a) The Xxxx of Sale. (b) The Assignment Documents. (c) The following certificates, dated the followingClosing Date: (i) all Organizational Documents A certificate of the Secretary of Seller (including all amendments thereto); (iii) all Organizational Documents attaching resolutions of the Company (including all amendments thereto); (iii) a unanimous written consentBoard of Directors and, or minutes if applicable, the stockholders of Seller in connection with the authorization and approval of the meetingexecution, of the Seller’s Board delivery and the Direct performance by Seller Shareholders authorizing the execution and delivery of this Agreement and the Ancillary Transaction Documents; and (ii) setting forth the incumbency of the officer or officers of Seller who have executed and delivered this Agreement and each other Transaction Document, including therein a signature specimen of each such officer or officers. (ii) A certificate of an authorized officer of Seller stating (i) that the conditions specified in Section 6.1(a) and (b) have been fulfilled, and (ii) that except as set forth on SCHEDULE 3.7, since the performance of Most Recent Statement Date there have been no events, changes or occurrences which have had, or are reasonably likely to have, individually or in the transactions contemplated hereby and therebyaggregate, on behalf of the Seller;a Seller Material Adverse Effect. (iviii) a unanimous written consentGovernmental certificates (or such other documents as may be consistent with customary practice in non-U.S. jurisdictions, including without limitations, extracts from commercial registers or minutes reports of any companies, office or analogous Authorities) showing that Seller and each Canberra Affiliate and Selling Joint Affiliate is duly incorporated or organized, as the meetingcase may be, of the Company’s Board and the Seller, in good standing in the Seller’s capacity state or jurisdiction of its incorporation or organization and in good standing in each state listed on SCHEDULE 3.1(A) or 3.1(B) or 3.1(C), as the Company’s sole shareholderapplicable, authorizing the execution and delivery certified as of the Ancillary Documents to which the Company is a party, and the performance of the transactions contemplated thereby, on behalf of the Company; date not more than five (v5) business days with respect to each Company Entity U.S. jurisdictions and twenty (20) days with respect to jurisdictions located outside the U.S. before the Closing Date; PROVIDED, HOWEVER, that is party to any Ancillary Documents, a unanimous written consent, or minutes of the meeting, of such Company Entity’s Board authorizing the execution and delivery of such Ancillary Documentscertificate with respect to Canberra-Packard Trading Corp., if it cannot, with good faith efforts be obtained by Closing, may be delivered no later than the fifth day preceding the sale of the shares of Canberra-Packard Trading Corp. (d) A lease of a portion of the premises located at 000 Xxxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxxxxx in the form of EXHIBIT D to this Agreement (the "LEASE"). (e) A transition services agreement in the form of EXHIBIT E to this Agreement (the "TRANSITION SERVICES AGREEMENT"). (f) An opinion of Seller's counsel substantially in the form of EXHIBIT F to this Agreement. (g) An opinion of Seller's Delaware counsel substantially in the form of EXHIBIT G to this Agreement. (h) Such other instruments of sale, transfer, conveyance, and assignment as Buyer and its counsel have reasonably requested for the performance sale, transfer, conveyance and assignment of the transactions contemplated thereby, on behalf of such Company Entity; and (vi) complete Acquired Assets free and accurate copies clear of all Reorganization Documents; (vii) all Organizational Documents of ID&T Design (including any amendments thereto); (viii) a copy of each of the Stutterheim Management Agreement, the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, in each case duly signed by the parties theretoSecurity Interests, other than the Parent; (ix) written resignations of each of the Directors of the Company who is not continuing as a Director of the Company as of immediately after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation, (x) a duly adopted written shareholders’ resolution of the Company appointing each of Sillerman, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of the Company with effect as of immediately following the Closing, (xi) copies of all Consents of Governmental Authorities and any other Person required to be obtained (pursuant to Law or one or more Contracts) with respect to the consummation of the Transaction that are specified specifically agreed upon in Schedule 3.4(a) or Schedule 3.4(b); (xii) counterpart signature pages to the SFX Stockholder Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiii) counterpart signature pages to the ID&T Worldwide Shareholders’ Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiv) counterpart signature pages to the NAJV Second Amended and Restated LLC Agreement, duly executed by ID&T International, ID&T Holding, and each Seller Shareholder; (xv) counterpart signature pages to the License Agreement, duly executed by the Company and the Seller; (xvi) the original shareholders’ register of the Company, which evidences the Seller’s ownership of the Purchased Shares as of immediately prior to the signing of this Agreement; (xvii) a counterpart signature page to the NAJV Advance Assignment, duly executed by the Seller; (xviii) fully executed copies of the Reorganization Documents; and. (xixi) powers of attorney in favor of the NotaryThe Real Property Deeds. (j) A standard agreement for sales distribution or representation with Canberra-Packard Pty. Ltd. and, duly executed on behalf of the Company and the Seller authorizing their respective representatives to attend to and execute the Notarial Deed of Transfer.pending final transfer thereof, with Canberra-Packard Trading Corp.

Seller Deliveries. On At the date of this AgreementClosing, the Seller shall deliver to the Parent the followingBuyer: (i) all Organizational An Officer’s Certificate, in standard form, certifying as to (A) the Constitutive Documents of the Seller (Seller, including all amendments thereto), (B) certificate(s) from the Secretary of State of each state in which Seller is qualified to do business to the effect that Seller is in good standing in such state, (C) resolutions of the Board of Directors of Seller approving this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, and (D) the incumbency of the Persons signing the same on behalf of Seller; (ii) all Organizational Documents of the Company Closing Certificate (including all amendments theretoas defined below); (iii) a unanimous written consentcounterpart of each General Assignment, or minutes Assumption and Bill of Sale, as agreed between Seller and Buyer and attached hereto as Exhibit A (the meeting, “Bill of the Seller’s Board and the Direct Seller Shareholders authorizing the execution and delivery of this Agreement and the Ancillary DocumentsSale”), and the performance such other instruments of the transactions contemplated hereby sale, transfer, conveyance, and thereby, on behalf of the Sellerassignment as Buyer and its counsel reasonably may request; (iv) a unanimous written consent, or minutes counterpart of the meetingTransition Services Agreement in substantially the form attached hereto as Exhibit B (the “Transition Services Agreement”), of the Company’s Board and the duly executed by Seller, in the Seller’s capacity as the Company’s sole shareholder, authorizing the execution and delivery of the Ancillary Documents to which the Company is a partyAcme United Europe GmbH Germany, and the performance of the transactions contemplated thereby, on behalf of the CompanyAcme United Limited Canada; (v) with respect to each Company Entity that is party to any Ancillary Documents, a unanimous written consent, or minutes counterpart of the meetingNon-Exclusive Patent License Agreement (the “License Agreement”), of such Company Entity’s Board authorizing the execution and delivery of such Ancillary Documents, and the performance of the transactions contemplated thereby, on behalf of such Company Entity; andduly executed by Seller; (vi) complete and accurate copies of all Reorganization Documentsan IRS Form W-9, duly executed by Sxxxxx; (vii) UCC-3 termination statements or partial releases for all Organizational Documents of ID&T Design Liens (including any amendments thereto)other than Permitted Liens) on the Acquired Assets in form and substance reasonably satisfactory to Buyer; (viii) a copy of each of the Stutterheim Management Agreement, the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, in each case duly signed by the parties thereto, other than the Parentintentionally omitted; (ix) written resignations of each copies of the Directors of the Company who is not continuing as a Director of the Company as of immediately after the Closing from hisconsents and notices set forth on Schedule 2(g), her, or its office as a member of the management board, with effect as of immediately after the Closing, each in form and a shareholders’ resolution of the Company shareholders accepting such resignation,substance reasonably satisfactory to Buyer; and (x) a duly adopted written shareholders’ resolution receipt from each broker set forth on Schedule 4(d) indicating in each such receipt that, upon payment of a specified amount, any fee owed or owing to such broker shall be fully paid and discharged, with no further obligations or liabilities of Seller in respect thereof. For the Company appointing each avoidance of Sillermandoubt, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of the Company with effect as of immediately following the Closing, (xi) copies of all Consents of Governmental Authorities and any other Person required to be obtained (pursuant to Law or one or more Contracts) with respect to the consummation of the Transaction that are specified in Schedule 3.4(a) or Schedule 3.4(b); (xii) counterpart signature pages to the SFX Stockholder Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiii) counterpart signature pages to the ID&T Worldwide Shareholders’ Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiv) counterpart signature pages to the NAJV Second Amended and Restated LLC Agreement, duly executed by ID&T International, ID&T Holding, and each Seller Shareholder; (xv) counterpart signature pages to the License Agreement, duly executed by the Company and the Seller; (xvi) the original shareholders’ register of the Company, which evidences the Seller’s ownership of the Purchased Shares as of immediately prior to Closing, Seller shall cause all of the signing of Acquired Assets owned by its Subsidiaries to be conveyed to Seller to enable Seller to comply with Seller’s obligations under this Agreement; (xvii) a counterpart signature page to the NAJV Advance Assignment, duly executed by the Seller; (xviii) fully executed copies of the Reorganization Documents; and. (xix) powers of attorney in favor of the Notary, duly executed on behalf of the Company and the Seller authorizing their respective representatives to attend to and execute the Notarial Deed of Transfer.

Seller Deliveries. On At the date Closing, the Sellers are delivering or causing to be delivered to Buyer and Buyer Sub: (a) Certificates representing all of this the Company Shares free and clear of any Encumbrance, accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer (the Sellers shall affix any necessary transfer stamps to the stock certificates (or stock transfer powers) evidencing the Company Shares); (b) a duly executed Registration Rights Agreement, substantially in the Seller shall deliver to form attached hereto as Exhibit A; (c) duly executed Employment Agreements, each substantially in the Parent form attached hereto as Exhibit B; (d) duly executed Non-Competition Agreements, each substantially in the following:form attached hereto as Exhibit C; (e) a duly executed Non-Solicitation Agreement, substantially in the form attached hereto as Exhibit D; (f) a duly executed Consulting Agreement, substantially in the form attached hereto as Exhibit E; (g) a duly executed Fabco Manufacturing Agreement, substantially in the form attached hereto as Exhibit F; (h) a duly executed Fabco Service Agreement, substantially in the form attached hereto as Exhibit G; (i) a duly executed First Amendment to Pumpco Services, Inc. 2005 Stock Incentive Plan, substantially in the form attached hereto as Exhibit H; (j) duly executed Option Letter Agreements, each substantially in the appropriate form attached hereto as Exhibit I; (k) a duly executed Indemnification Escrow Agreement, substantially in the form attached hereto as Exhibit J; (l) duly cancelled copies of each of the Warrants; (m) Internal Revenue Service Forms W-9 for each Seller; (n) written resignations of each director of the Company and its Subsidiaries; (o) copies of all permits, consents or approvals of third parties or Governmental Entities, the granting of which are necessary for the consummation of the transactions contemplated herein or for preventing the termination of any material right, privilege, license, permit, certificate or agreement of the business of the Company upon the consummation of the transactions contemplated herein; (p) copies of certificates of existence and good standing for the Company issued by the Secretary of State of the State of Delaware, dated as of a recent date; (q) a certificate, dated the Closing Date, signed by the secretary of the Company certifying (i) the Organizational Documents of the Seller (including all amendments thereto); Company, (ii) that all Organizational Documents of the Company (including all amendments thereto); (iii) a unanimous written consent, or minutes of the meeting, of the Seller’s Board corporate actions required to authorize and the Direct Seller Shareholders authorizing approve the execution and delivery by the Company of this Agreement and the Ancillary Documents, other Transaction Documents to be delivered by the Company as provided for herein have been taken and setting forth copies of such actions and (iii) the performance accuracy of the transactions contemplated hereby and thereby, on behalf signature(s) of the Seller; (ivofficer(s) a unanimous written consent, or minutes of the meeting, of the Company’s Board Company executing this Agreement and the Seller, in the Seller’s capacity as the Company’s sole shareholder, authorizing the execution and delivery of the Ancillary Documents to which the Company is a party, and the performance of the transactions contemplated thereby, on behalf of the Company; (v) with respect to each Company Entity that is party to any Ancillary such other Transaction Documents, a unanimous written consent, or minutes of the meeting, of such Company Entity’s Board authorizing the execution and delivery of such Ancillary Documents, and the performance of the transactions contemplated thereby, on behalf of such Company Entity; and (vi) complete and accurate copies of all Reorganization Documents; (vii) all Organizational Documents of ID&T Design (including any amendments thereto); (viiir) a copy form of each of the Stutterheim Management Agreement, the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, in each case duly signed by the parties thereto, other than the Parent; (ix) written resignations of each of the Directors of the Company who is not continuing as a Director of the Company as of immediately after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation, (x) a duly adopted written shareholders’ resolution of the Company appointing each of Sillerman, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of the Company with effect as of immediately following the Closing, (xi) copies of all Consents of Governmental Authorities and any other Person required to be obtained (pursuant to Law or one or more Contracts) with respect to the consummation of the Transaction that are specified in Schedule 3.4(a) or Schedule 3.4(b); (xii) counterpart signature pages to the SFX Stockholder Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiii) counterpart signature pages to the ID&T Worldwide Shareholders’ Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiv) counterpart signature pages to the NAJV Second Amended and Restated LLC Agreement, duly executed by ID&T International, ID&T Holding, and each Seller Shareholder; (xv) counterpart signature pages to the License Agreement, duly executed notice by the Company and the Seller; (xvi) the original shareholders’ register of the Company, which evidences the Seller’s ownership of the Purchased Shares as of immediately prior to the signing Internal Revenue Service in accordance with the requirements of this Agreement; (xviiTreasury Regulation Section 1.897-2(h)(2) a counterpart signature page and in form and substance reasonably acceptable to Buyer Sub along with written authorization for Buyer Sub to deliver such notice form to the NAJV Advance Assignment, duly executed by the Seller; (xviii) fully executed copies of the Reorganization Documents; and. (xix) powers of attorney in favor of the Notary, duly executed Internal Revenue Service on behalf of the Company and upon the Seller authorizing their respective representatives to attend to and execute the Notarial Deed of TransferClosing.

Seller Deliveries. On Seller and the date of this AgreementShareholders shall deliver, the Seller shall deliver or cause to the Parent be delivered, to Buyer the following: (i) All bills of sale, certificates of title, assignments and instruments of transfer as shall be necessary and requested by Buyer in order to assign and transfer, or to evidence the assignment and transfer of, all Organizational Documents of the Seller (including all amendments thereto)Transferred Assets to Buyer, including, without limitation, the Assignment and Assumption Agreement, the Assignment and Assumption of Leases, the Trademark Assignment and the Domain Name Assignment; (ii) All consents, estoppels and authorizations, in form and substance satisfactory to Buyer, from all Organizational Documents Persons whose consent or authorization is required for the consummation of the Company (including all amendments thereto)transactions contemplated by this Agreement; (iii) a unanimous written consentA Schedule, or minutes certified by Seller and the Shareholders to be true, correct and complete as of the meetingClosing Date, of all (1) receivables of the Seller’s , setting forth an aging thereof, and (2) Accounts Payable; (iv) Resolutions duly adopted by the Board and the Direct Seller Shareholders of Directors of Seller, authorizing the execution execution, delivery and delivery performance of this Agreement and the Ancillary Documentsother instruments and agreements to be executed and delivered by Seller, duly certified by the Secretary or an Assistant Secretary of Seller, and an incumbency certificate, certifying the performance names and true signatures of the transactions contemplated hereby officers of Seller executing and thereby, on behalf of the Seller; (iv) a unanimous written consent, or minutes of the meeting, of the Company’s Board delivering this Agreement and the Seller, in the Seller’s capacity as the Company’s sole shareholder, authorizing the execution such other instruments and delivery of the Ancillary Documents to which the Company is a party, and the performance of the transactions contemplated thereby, on behalf of the Companyagreements; (v) with respect to each Company Entity that is party to any Ancillary Documents, a unanimous written consent, or minutes A copy of the meetingCertificate of Incorporation of Seller, certified by the Secretary of such Company Entity’s Board authorizing the execution and delivery of such Ancillary Documents, and the performance State of the transactions contemplated thereby, on behalf State of such Company Entity; andits incorporation as of a date no more than ten (10) days prior to the Closing Date; (vi) A copy of the By-Laws of the Seller, certified by an officer of the Seller to be true, correct and complete and accurate copies as of all Reorganization Documentsthe Closing Date; (vii) all Organizational Documents A certificate of ID&T Design good standing for Seller as of a date not more than ten (including any amendments thereto)10) days prior to the Closing Date issued by the Secretary of State of the State of its incorporation and every other state in which the Seller is authorized to do business; (viii) a copy A clearance certificate or similar document that may be required by any taxing authority of each any jurisdiction in order to relieve Buyer of any obligation to withhold any portion of the Stutterheim Management Agreement, the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, in each case duly signed by the parties thereto, other than the ParentPurchase Price; (ix) written resignations of each of the Directors of the Company who is not continuing as a Director of the Company as of immediately after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation,All Records; (x) a duly adopted written shareholders’ resolution of A receipt for the Company appointing each of Sillerman, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of the Company with effect as of immediately following the Closing,Parent Shares; (xi) copies of all Consents of Governmental Authorities and any other Person required to be obtained (pursuant to Law or one or more Contracts) with respect to the consummation of the Transaction that are specified in Schedule 3.4(a) or Schedule 3.4(b)The Employment Agreement, duly executed by Andrew Bark; (xii) counterpart signature pages The Registration Rights Agreement, xxxx executed by Seller; (xiii) Any documentation requested by Buyer or Parent pursuant to Section 3.1(v); (xiv) Duly executed Landlord Estoppel Certificates; and (xv) Such other documents as shall reasonably be requested by Buyer in order to effectively carry out the SFX Stockholder transactions contemplated by this Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiii) counterpart signature pages to the ID&T Worldwide Shareholders’ Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiv) counterpart signature pages to the NAJV Second Amended and Restated LLC Agreement, duly executed by ID&T International, ID&T Holding, and each Seller Shareholder; (xv) counterpart signature pages to the License Agreement, duly executed by the Company and the Seller; (xvi) the original shareholders’ register of the Company, which evidences the Seller’s ownership of the Purchased Shares as of immediately prior to the signing of this Agreement; (xvii) a counterpart signature page to the NAJV Advance Assignment, duly executed by the Seller; (xviii) fully executed copies of the Reorganization Documents; andwhere appropriate. (xix) powers of attorney in favor of the Notary, duly executed on behalf of the Company and the Seller authorizing their respective representatives to attend to and execute the Notarial Deed of Transfer.

Seller Deliveries. On Simultaneously with the date Closing of the ----------------- transactions contemplated by this Agreement, the following documents shall be executed and/or delivered by Seller shall deliver or other applicable party to the Parent the followingBuyer: (ia) all Organizational Documents the Certificates representing the Individual Shares, together with stock powers executed in blank; (b) the consulting agreement, of even date herewith, between Buyer and each of Mr. Xxxxx Xxxxxxxx and Mr. Xxxx Xxxxxxxx, in substantially the Seller form of Exhibit D-1 and D-2, respectively, hereto (including all amendments theretocollectively the "Consulting Agreements"); (iic) all Organizational Documents an employment agreement, of even date herewith, between Buyer and Xx. Xxxxx Xxxxxxxxxx, in substantially the Company form of Exhibit E hereto (including all amendments theretothe "Employment Agreement"); (iiid) a unanimous written consentcertificate, or minutes of dated the meetingClosing Date, of the Seller’s Secretary of Target: (i) attaching resolutions of the Board of Directors of Target in connection with the authorization and approval of the Direct Seller Shareholders authorizing the execution execution, delivery and delivery performance by Target of this Agreement and the Ancillary Documents, and the performance of the transactions contemplated hereby and thereby, on behalf of the Seller; (iv) a unanimous written consent, or minutes of the meeting, of the Company’s Board and the Seller, in the Seller’s capacity as the Company’s sole shareholder, authorizing the execution and delivery of the Ancillary Transaction Documents to which the Company Target is a party, certified as being in full force and the performance effect as of the transactions contemplated therebyClosing Date; (ii) attaching a copy, on behalf certified by such officer as true and complete, of Target's By-Laws, as amended to the date hereof; (iii) setting forth the incumbency of the Companyofficers of Target who have executed and delivered this Agreement and each other Transaction Document to which Target is a party, including therein a signature specimen of each such officer; and (iv) attaching a copy, certified by the Secretary of State of the State of Florida of Target's Certificate of Incorporation; (ve) with respect to each Company Entity that is party to any Ancillary Documents, a unanimous written consent, or minutes good standing certificate from the Secretary of State of the meeting, State of such Company Entity’s Board authorizing Florida; (f) the execution Escrow Agreement; (g) a registration rights agreement in substantially the form of Exhibit F hereto the (the "Registration Rights Agreement"); (h) a transition agreement in substantially the form of Exhibit C hereto (the "Transition Agreement"); (i) the resignations of each of Target's directors and delivery of such Ancillary Documents, and the performance officers effective as of the transactions contemplated thereby, Closing Date; (j) a release signed by each holder of rights to securities of Target set forth on behalf of such Company EntitySchedule 2.11 hereto; and (vik) complete evidence satisfactory to Buyer that all amounts due Xxxx-Xxxxx Inc. ("Xxxx-Xxxxx") have been paid and accurate copies of all Reorganization Documents; (vii) all Organizational Documents of ID&T Design (including any amendments thereto); (viii) a copy of each satisfied in full as of the Stutterheim Management Agreement, the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, in each case duly signed by the parties theretoClosing Date, other than the Parent; principal amount (ixnot to exceed $1,500,000.00) written resignations plus all interest which has accrued thereon since January 1, 1999, payable to Xxxx-Xxxxx pursuant to that certain promissory note, and a consent of each of the Directors of the Company who is not Xxxx-Xxxxx, if required, to such indebtedness continuing as a Director of the Company as of immediately in accordance with its terms from and after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation, (x) a duly adopted written shareholders’ resolution of the Company appointing each of Sillerman, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of the Company with effect as of immediately following the Closing, (xi) copies of all Consents of Governmental Authorities and any other Person required to be obtained (pursuant to Law or one or more Contracts) with respect to the consummation of the Transaction that are specified in Schedule 3.4(a) or Schedule 3.4(b); (xii) counterpart signature pages to the SFX Stockholder Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiii) counterpart signature pages to the ID&T Worldwide Shareholders’ Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiv) counterpart signature pages to the NAJV Second Amended and Restated LLC Agreement, duly executed by ID&T International, ID&T Holding, and each Seller Shareholder; (xv) counterpart signature pages to the License Agreement, duly executed by the Company and the Seller; (xvi) the original shareholders’ register of the Company, which evidences the Seller’s ownership of the Purchased Shares as of immediately prior to the signing of this Agreement; (xvii) a counterpart signature page to the NAJV Advance Assignment, duly executed by the Seller; (xviii) fully executed copies of the Reorganization Documents; andDate. (xix) powers of attorney in favor of the Notary, duly executed on behalf of the Company and the Seller authorizing their respective representatives to attend to and execute the Notarial Deed of Transfer.

Seller Deliveries. On At the date of this AgreementClosing, the Seller shall deliver will deliver, or caused to the Parent the followingbe delivered, to Buyer: (i) all Organizational Documents of the certificate or certificates representing the Shares, accompanied by duly executed stock powers in a form mutually agreeable to Seller (including all amendments thereto)and Buyer transferring the Shares to Buyer; (ii) all Organizational Documents an assignment of the Company (including all amendments thereto)LLC Interest in a form of mutually agreeable to Seller and Buyer, executed by Seller; (iii) a unanimous written consentnoncompetition agreement in a form mutually agreeable to Seller and Buyer (the “Noncompetition Agreement”), or minutes executed by Seller; (iv) a separate agreement in a form mutually agreeable to Seller and Buyer (each, an “Agreement With Certain Employees”), regarding agreements with, and a release of claims by, each of the meetingemployees of the Acquired Companies listed in Schedule 2.4(a)(iv) who has executed a counterpart Agreement with Certain Employees and delivered it to Buyer for delivery to Seller pursuant to Section 2.4(b)(ii), executed by Seller; (v) a mutual general release in a form mutually agreeable to Seller and Buyer (the “General Release”) between Seller and each of the Retained Subsidiaries, on the one hand, and Xxxxxx, on the other hand, executed by Seller and Xxxxxx; (vi) an agreement terminating all pre-Closing Contracts, and releasing and extinguishing all pre-Closing intercompany accounts, between one or more of the Acquired Companies, on the one hand, and Seller and/or one or more of the Retained Subsidiaries, on the other hand, in a form mutually agreeable to Seller and Buyer (the “Agreement Terminating Intercompany Contracts and Accounts”), executed by Seller and each of the Retained Subsidiaries; (vii) an agreement regarding certain reinsurance and commutation matters in a form mutually agreeable to Seller and Buyer (the “Agreement Regarding Insurance”) with PRI, executed by First Professionals Insurance Company, Inc. (viii) the resignations of Xxxx Xxxxx, Xxxxxxx Xxxxxx III and Xxxxx Xxxxx as officers, directors, managers and governors, as applicable, of the Acquired Companies (other than PRM), PRI and XxXXX; (ix) a mutual general release in a form mutually agreeable to Seller and Buyer (the “Officers’ General Release”) between Xxxx Xxxxx, Xxxxxxx Xxxxxx III and Xxxxx Xxxxx, on the one hand, and PRI and each of the Acquired Companies (other than PRM), on the other hand, executed by Xxxx Xxxxx, Xxxxxxx Xxxxxx III and Xxxxx Xxxxx; (x) a certificate executed by the Secretary or an Assistant Secretary of Seller certifying on behalf of Seller as of the Closing Date (A) a true and correct copy of all requisite resolutions or actions of Seller’s Board and the Direct Seller Shareholders authorizing board of directors approving the execution and delivery of this Agreement and the Ancillary Documents, and the performance consummation of the transactions contemplated hereby and thereby, on behalf of the Seller; (iv) a unanimous written consent, or minutes of the meeting, of the Company’s Board and the Seller, in the Seller’s capacity as the Company’s sole shareholder, authorizing the execution and delivery of the Ancillary Documents to which the Company is a partyhereunder, and the performance of the transactions contemplated thereby, on behalf of the Company(B) incumbency matters; (v) with respect to each Company Entity that is party to any Ancillary Documents, a unanimous written consent, or minutes of the meeting, of such Company Entity’s Board authorizing the execution and delivery of such Ancillary Documents, and the performance of the transactions contemplated thereby, on behalf of such Company Entity; and (vi) complete and accurate copies of all Reorganization Documents; (vii) all Organizational Documents of ID&T Design (including any amendments thereto); (viii) a copy of each of the Stutterheim Management Agreement, the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, in each case duly signed by the parties thereto, other than the Parent; (ix) written resignations of each of the Directors of the Company who is not continuing as a Director of the Company as of immediately after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation, (x) a duly adopted written shareholders’ resolution of the Company appointing each of Sillerman, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of the Company with effect as of immediately following the Closing, (xi) copies of all Consents of Governmental Authorities an Amended and any other Person required Restated Services Agreement in a form mutually agreeable to be obtained Seller and Buyer (pursuant to Law or one or more Contracts) with respect to the consummation of the Transaction that are specified in Schedule 3.4(a) or Schedule 3.4(b“Services Agreement”), between PRM and AFP, executed by PRM; (xii) counterpart signature pages a Consent of PRM, in a form mutually agreeable to Seller and Buyer (the “PRM Consent”) to the SFX Stockholder Agreementtransfer of the LLC Interest, duly executed by the Seller, each Seller Shareholder, and the CompanyPRM; (xiii) counterpart signature pages an assignment to PMA of all right, title and interest, if any, of First Professionals Insurance Company, Inc. in accounts receivable from, or other rights to receive payment or credits from, the ID&T Worldwide Shareholders’ Agreement, duly executed by Pennsylvania Medical Care Availability and Reduction of Error Fund arising from activities preceding the Seller, each Seller Shareholder, and the CompanyClosing Date; (xiv) counterpart signature pages to if requested by Buyer, the NAJV Second Amended and Restated LLC Agreement, duly executed by ID&T International, ID&T Holding, and each Seller Shareholder338 Election; (xv) counterpart signature pages an assignment of all right, title and interest, if any, of Seller in the “xxxxxx.xxx,”“xxx.xxx” and “xxxxxxxxx.xxx” domain names subject to retention of a limited, non-exclusive license with respect to the License Agreement“medmal” domain name, duly in a form mutually agreeable to Seller and Buyer (the “Domain Name Assignment”), executed by the Company and the Seller;; and (xvi) an Agreement for IT Transition Services between Buyer and the original shareholders’ register Acquired Companies, on the one hand, and Seller and/or one or more of the CompanyRetained Subsidiaries, which evidences on the other hand, in a form mutually agreeable to Seller and Buyer (the “Transition Agreement”), executed by Seller’s ownership , PRM and each of the Purchased Shares as of immediately prior to the signing of this Agreement; (xvii) a counterpart signature page to the NAJV Advance AssignmentRetained Subsidiaries, duly executed by the Seller; (xviii) fully executed copies of the Reorganization Documents; andSeller and such Retained Subsidiaries. (xix) powers of attorney in favor of the Notary, duly executed on behalf of the Company and the Seller authorizing their respective representatives to attend to and execute the Notarial Deed of Transfer.

Seller Deliveries. On the date of this AgreementClosing Date, the Seller shall deliver to the Parent Buyer (or the other parties set forth below) the following: (i) all Organizational Documents of the Seller (including all amendments thereto); (ii) all Organizational Documents of the Company (including all amendments thereto); (iii) a unanimous written consent, or minutes of the meeting, of the Seller’s Board and Lok, in Lok’s capacity as the Direct Seller Shareholders Seller’s sole shareholder, authorizing the execution and delivery of this Agreement and the Ancillary Documents, and the performance of the transactions contemplated hereby and thereby, on behalf of the Seller; (iv) a unanimous written consent, or minutes of the meeting, of the Company’s Board and the Seller, in the Seller’s capacity as the Company’s sole shareholder, authorizing the execution and delivery of this Agreement and the Ancillary Documents to which the Company is a party, and the performance of the transactions contemplated thereby, on behalf of the Company; (v) with respect to each Company Entity that is party to any Ancillary Documents, a unanimous written consent, or minutes of the meeting, of such Company Entity’s Board authorizing the execution and delivery of such Ancillary Documents, and the performance of the transactions contemplated thereby, on behalf of such Company Entity; and; (vi) complete and accurate copies of all Reorganization Documents; (vii) all Organizational Documents of ID&T Design (including any amendments thereto); (viii) a copy of each of the Stutterheim Management Agreement, the Stutterheim Amazing Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, the Lock-Up Agreement, and the Underwriters’ Lock-Up Agreement, in each case duly signed by the parties thereto, other than the ParentParent and B2S B.V.; (ixvii) written resignations of each of the Directors of the each Company Entity who is not continuing as a Director of the such Company Entity as of immediately after the Closing from his, her, or its office as a member of the management boardboard of such Company Entity, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation,; (xviii) a (A) duly adopted written shareholders’ resolution resolutions of the Company appointing each of SillermanJan Lok, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxxx Xxxxxx, XxxxxxxxxxxXxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxxxx and Tavecchio Xxxxxx Xxxxxxxxxxx as Directors of the Company with effect as of immediately following the Closing,, and (B) duly adopted written shareholders’ resolutions of each of the other Company Entities, with the exception of Bass Productions BVBA, appointing the Company as the sole Director of such Company Entity with effect as of immediately following the Closing; (xiix) waivers of participation signed by all current Employees and their spouses (if applicable) in which such persons acknowledge that they have waived their right of participation in the Pension Arrangements and Previous Pension Arrangements from the commencement of their employment or service with any of the Company Entities and until the Closing Date, in form and substance reasonably acceptable to Buyer; (x) copies of all Consents of Governmental Authorities and any other Person required to be obtained (pursuant to Law or one or more Contracts) with respect to the consummation of the Transaction that are specified in Schedule 3.4(a) or Schedule 3.4(b); (xii) counterpart signature pages to the SFX Stockholder Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiii) counterpart signature pages to the ID&T Worldwide Shareholders’ Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiv) counterpart signature pages to the NAJV Second Amended and Restated LLC Agreement, duly executed by ID&T International, ID&T Holding, and each Seller Shareholder; (xv) counterpart signature pages to the License Agreement, duly executed by the Company and the Seller; (xvixi) the original shareholders’ register of the Company, which evidences the Seller’s ownership of the Purchased Shares as of immediately prior to the signing of this Agreement;Closing; and (xvii) a counterpart signature page to the NAJV Advance Assignment, duly executed by the Seller; (xviii) fully executed copies of the Reorganization Documents; and. (xixxii) powers of attorney in favor of the Notary, duly executed on behalf of the Company and the Seller authorizing their respective representatives to attend to and execute the Notarial Deed of Transfer.

Seller Deliveries. On At the date of this AgreementClosing, the Seller Company, TopCo and the Sellers shall deliver or cause to the Parent the followingbe delivered to Buyer: (ia) all Organizational Documents of the each Seller Transaction Document and each Company Transaction Document (including all amendments thereto); (ii) all Organizational Documents of the Company (including all amendments thereto); (iii) a unanimous written consent, or minutes of the meeting, of the Seller’s Board and the Direct Seller Shareholders authorizing the execution and delivery of in each case other than this Agreement and the Ancillary DocumentsDisclosure Schedule), and duly executed by each Seller, TopCo and/or the performance of the transactions contemplated hereby and therebyCompany, on behalf of the Selleras applicable; (ivb) a unanimous written consent, or minutes duly executed shareholder resolutions of the meeting, of the Company’s Board Company and TopCo as required under applicable Law and the Seller, in the Seller’s capacity as the Company’s sole shareholder, authorizing the execution and delivery of the Ancillary Documents to which the Company is a party, and the performance of the transactions contemplated thereby, on behalf of the Company; (v) with respect to each Company Entity that is party to any Ancillary Documents, a unanimous written consent, or minutes of the meeting, of such Company Entity’s Board authorizing the execution and delivery of such Ancillary Documents, and the performance of the transactions contemplated thereby, on behalf of such Company Entity; and (vi) complete and accurate copies of all Reorganization Documents; (vii) all Organizational Documents of ID&T Design (including any amendments thereto); (viii) a copy organizational documents of each of the Stutterheim Management Agreement, the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, in each case duly signed by the parties thereto, other than the Parent; (ix) written resignations of each of the Directors of the Company who is not continuing as a Director of the Company as of immediately after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation, (x) a duly adopted written shareholders’ resolution of the Company appointing each of Sillerman, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of the Company with effect as of immediately following the Closing, (xi) copies of all Consents of Governmental Authorities and any other Person required to be obtained (pursuant to Law or one or more Contracts) with respect to the consummation of the Transaction that are specified in Schedule 3.4(a) or Schedule 3.4(b); (xii) counterpart signature pages to the SFX Stockholder Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiii) counterpart signature pages to the ID&T Worldwide Shareholders’ Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiv) counterpart signature pages to the NAJV Second Amended and Restated LLC Agreement, duly executed by ID&T International, ID&T Holding, and each Seller Shareholder; (xv) counterpart signature pages to the License Agreement, duly executed by the Company and TopCo approving the Seller; (xvi) the original shareholders’ register of the Company, which evidences the Seller’s ownership of the Purchased Shares as of immediately prior to the signing of transactions contemplated by this Agreement; (xviic) a counterpart signature page certificate, dated as of the Closing Date, signed by any director of the Company, attesting to the NAJV Advance Assignment, duly executed completion of all necessary corporate action by the SellerCompany to execute and deliver this Agreement, the other Seller Transaction Documents and the other Company Transaction Documents, and to consummate the Transaction; (xviiid) fully executed copies a certificate signed by any director of the Reorganization Documents; and. (xix) powers of attorney in favor of the NotaryCompany and TopCo, duly executed given by him or her on behalf of the Company and not in his or her individual capacity, to the Seller authorizing effect that, with respect to the Company and the Sellers, the conditions set forth in Section 6.2.1, Section 6.2.2 and Section 6.2.5 have been satisfied; (e) duly executed resignations (containing a general release and waiver of claims) of each director of the Company, TopCo and each of their respective representatives Subsidiaries, which will be dated and delivered as at Closing and effective immediately; (f) an affidavit issued to attend to Buyer by an officer of each US Sub as required by Treasury Regulation Section 1.1445-2(c)(3) certifying that each of the US Subs has not been a United States real property holding corporation (as the term is defined in the Code and execute the Notarial Deed of TransferTreasury Regulations promulgated in connection therewith) at any time during the five (5) year period ending on the Closing Date, substantially in the form attached as Exhibit D; and (g) the Virtual Option Holder Letters duly executed by the Virtual Option Holders.

Seller Deliveries. On Simultaneously with the date Closing of the ----------------- transactions contemplated by this Agreement, the Seller following documents shall deliver be executed and/or delivered by Seller, the Option Holders or other applicable party to the Parent the followingBuyer: (ia) all Organizational Documents the certificates representing the Individual Shares, together with stock powers executed in blank and any certificates or documents representing the Target Options; (b) the employment agreement, of even date herewith, between Buyer and Xxxxx Xxxxx, in substantially the Seller form of Exhibit B-1 hereto and the employment agreements, of even date herewith, between Buyer and each of Xxx Xxxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx Xxxx, Xxxx Xxxx, Xxxxxx Xxxxx, Xxxxxx Xxxxxxxx, Xxxx Xxxxxxxxx, Xxx Xxxxxxxx, Xxxxxx Xxxxx and Xxxxxx Xxxxx, in substantially the form of Exhibit B-2 hereto (including all amendments theretocollectively, the "Employment Agreements"); (iic) all Organizational Documents of the Company (including all amendments thereto)Registration Rights Agreement; (iiid) the Escrow Agreement; (e) a unanimous written consentcertificate, or minutes of dated the meetingClosing Date, of the Seller’s Secretary of Target: (i) attaching resolutions of the Board of Directors of Target in connection with the authorization and approval of the Direct Seller Shareholders authorizing the execution execution, delivery and delivery performance by Target of this Agreement and the Ancillary Documents, and the performance of the transactions contemplated hereby and thereby, on behalf of the Seller; (iv) a unanimous written consent, or minutes of the meeting, of the Company’s Board and the Seller, in the Seller’s capacity as the Company’s sole shareholder, authorizing the execution and delivery of the Ancillary Transaction Documents to which the Company Target is a party, certified as being in full force and the performance effect as of the transactions contemplated therebyClosing Date; (ii) attaching a copy, on behalf certified by such officer as true and complete, of Target's By-Laws, as amended to the date hereof; (iii) setting forth the incumbency of the Companyofficers of Target who have executed and delivered this Agreement and each other Transaction Document to which Target is a party, including therein a signature specimen of each such officer; and (iv) attaching a copy, certified by the Secretary of State of the State of Georgia, of Target's Certificate of Incorporation; (vf) with respect to each Company Entity that is party to any Ancillary Documents, a unanimous written consent, or minutes good standing certificate from the Secretary of State of the meeting, State of such Company Entity’s Board authorizing Georgia; (g) the execution resignations of each of Target's directors and delivery of such Ancillary Documents, and the performance officers effective as of the transactions contemplated therebyClosing Date; (h) a certificate, signed by the Chief Executive Officer of Target, listing certain names of Target's employees, among whom the options to purchase Buyer Common Stock will be granted as provided in Schedule 6.2(i) herein; (i) estoppel certificates in substantially the form of Exhibit F hereto from all lessors of real property, as required by Section 2.25(a); (j) a release signed by each holder of rights to securities of Target set forth on behalf Schedule 2.11 hereto; (k) a waiver of such Company Entityright of first refusal in form and substance reasonably satisfactory to Buyer; (l) the Option Holder Purchase Agreements; (m) a consulting agreement in Buyer's standard form with Xxxxxxx Xxxxxx; and (vi) complete and accurate copies of all Reorganization Documents; (vii) all Organizational Documents of ID&T Design (including any amendments thereto); (viii) a copy of each of the Stutterheim Management Agreement, the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, in each case duly signed by the parties thereto, other than the Parent; (ix) written resignations of each of the Directors of the Company who is not continuing as a Director of the Company as of immediately after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation, (x) a duly adopted written shareholders’ resolution of the Company appointing each of Sillerman, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of the Company with effect as of immediately following the Closing, (xi) copies of all Consents of Governmental Authorities and any other Person required to be obtained (pursuant to Law or one or more Contracts) with respect to the consummation of the Transaction that are specified in Schedule 3.4(a) or Schedule 3.4(b); (xii) counterpart signature pages to the SFX Stockholder Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiii) counterpart signature pages to the ID&T Worldwide Shareholders’ Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiv) counterpart signature pages to the NAJV Second Amended and Restated LLC Agreement, duly executed by ID&T International, ID&T Holding, and each Seller Shareholder; (xv) counterpart signature pages to the License Agreement, duly executed by the Company and the Seller; (xvin) the original shareholders’ register of the Company, which evidences the Seller’s ownership of the Purchased Shares as of immediately prior to the signing of this Agreement; (xvii) a counterpart signature page to the NAJV Advance Assignment, duly executed by the Seller; (xviii) fully executed copies of the Reorganization other Transaction Documents; and. (xix) powers of attorney in favor of the Notary, duly executed on behalf of the Company and the Seller authorizing their respective representatives to attend to and execute the Notarial Deed of Transfer.

Seller Deliveries. On At the date Closing, subject to the terms and conditions of this Agreement, the Seller shall deliver deliver, or cause to the Parent the followingbe delivered, to Buyer : (ia) all Organizational Documents the Subject Interests by delivering a written instrument of assignment and evidence of the transfer thereof, in the case of the Seller Common Units and the Seller Subordinated Units, from the transfer agent of the Common Units and the Subordinated Units, free and clear of any Encumbrances or interests of any Third Party (including all amendments theretoother than Encumbrances existing under the Partnership Agreement or those arising under applicable securities Laws); (iib) all a certificate duly executed by the Secretary or an Assistant Secretary of each of the Seller Parties, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, attesting to (i) the Organizational Documents of such Seller Party and (ii) the Company (including all amendments thereto); (iii) a unanimous written consent, or minutes resolutions of the meetingBoard of Managers, Board of the Seller’s Board and the Direct Directors or similar governing body of such Seller Shareholders Party authorizing the execution and delivery of this Agreement the Transaction Documents to which such Seller Party is a party and the Ancillary Documents, and the performance consummation of the transactions contemplated hereby and thereby, on behalf and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (c) a certificate duly executed by an executive officer of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, to the effect that each of the conditions specified in Sections 7.02(b), (c) and (d) have been satisfied in all respects; (d) the resignation(s), effective as of the Closing Date of any Class C Director designated by Seller to the Board of Directors of the General Partner, including pursuant to the Investor Rights Agreement (as defined in the First Purchase Agreement); (e) a certificate dated as of a recent date of the Secretary of State of the State of Delaware with respect to the valid existence and good standing in the State of Delaware of Seller; (ivf) a unanimous written consentreceipt, or minutes dated as of the meetingClosing Date, executed by Seller and delivered to Buyer certifying that Seller has received the Purchase Price with respect to the Subject Interests sold to Buyer; (g) a certificate duly executed by Seller, dated as of the Company’s Board and the SellerClosing Date, in the form specified by Treasury Regulations Section 1.1445-2(b)(2), certifying Seller’s capacity as the Company’s sole shareholder, authorizing the execution and delivery of the Ancillary Documents to which the Company is a party, and the performance of the transactions contemplated thereby, on behalf of the Company; (v) with respect to each Company Entity that is party to any Ancillary Documents, a unanimous written consent, or minutes of the meeting, of such Company Entity’s Board authorizing the execution and delivery of such Ancillary Documents, and the performance of the transactions contemplated thereby, on behalf of such Company Entitynon-foreign status; and (vih) complete and accurate copies of all Reorganization Documents; (vii) all Organizational Documents of ID&T Design (including any amendments thereto); (viii) a copy of each of the Stutterheim Management Agreement, the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, in each case duly signed by the parties thereto, other than the Parent; (ix) written resignations of each of the Directors of the Company who is not continuing as a Director of the Company as of immediately after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation, (x) a duly adopted written shareholders’ resolution of the Company appointing each of Sillerman, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of the Company with effect as of immediately following the Closing, (xi) copies of all Consents of Governmental Authorities and any other Person required to be obtained (pursuant to Law or one or more Contracts) with respect to the consummation of the Transaction that are specified in Schedule 3.4(a) or Schedule 3.4(b); (xii) counterpart signature pages to the SFX Stockholder Agreement, counterparts duly executed by Seller and/or the Seller, each Seller Shareholder, and the Company; (xiii) counterpart signature pages to the ID&T Worldwide Shareholders’ Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiv) counterpart signature pages to the NAJV Second Amended and Restated LLC Agreement, duly executed by ID&T International, ID&T Holding, and each Seller Shareholder; (xv) counterpart signature pages to the License Agreement, duly executed by the Company and the Seller; (xvi) the original shareholders’ register applicable Affiliate thereof of the Company, which evidences the Seller’s ownership Assignment of the Purchased Shares as of immediately prior to the signing of this Agreement; (xvii) a counterpart signature page to the NAJV Advance Assignment, duly executed by the Seller; (xviii) fully executed copies of the Reorganization Documents; andRegistration Rights. (xix) powers of attorney in favor of the Notary, duly executed on behalf of the Company and the Seller authorizing their respective representatives to attend to and execute the Notarial Deed of Transfer.

Seller Deliveries. On At the date Closing, subject to the terms and conditions of this Agreement, the Seller shall deliver deliver, or cause to be delivered, to the Parent the following:Buyer Parties (or, if applicable, such specified Buyer Party): (ia) all Organizational Documents the Subject Interests by delivering a written instrument of assignment and evidence of the transfer thereof, in the case of the Seller Common Units and the Seller Subordinated Units, from the transfer agent of the Common Units and the Subordinated Units, and, in the case of the Seller CMV Units, from CMV, free and clear of any Encumbrances or interests of any Third Party (including all amendments theretoother than Encumbrances existing under the Partnership Agreement, the CMV Company Agreement or those arising under applicable securities Laws); (iib) all a certificate duly executed by the Secretary or an Assistant Secretary of each of the Seller Parties, dated the Closing Date, in form and substance reasonably satisfactory to the Buyer Parties, attesting to (i) the Organizational Documents of such Seller Party and (ii) the Company (including all amendments thereto); (iii) a unanimous written consent, or minutes resolutions of the meetingBoard of Managers, Board of the Seller’s Board and the Direct Directors or similar governing body of such Seller Shareholders Party authorizing the execution and delivery of this Agreement the Transaction Documents to which such Seller Party is a party and the Ancillary Documents, and the performance consummation of the transactions contemplated hereby and thereby, on behalf and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (c) a certificate duly executed by an executive officer of Seller, dated the Closing Date, in form and substance reasonably satisfactory to the Buyer Parties, to the effect that each of the conditions specified in Sections 7.02(a), (b), (c), and (g) have been satisfied in all respects; (d) counterparts duly executed by Seller and/or the applicable Affiliate thereof and any applicable Acquired Company of: (i) the Transition Services Agreement; (ii) the Parent Guarantee Agreement; (iii) the Gathering Agreement Letter Agreements; (iv) a unanimous written consent, or minutes of the meeting, of the Company’s Board and the Seller, in the Seller’s capacity as the Company’s sole shareholder, authorizing the execution and delivery of the Ancillary Documents to which the Company is a party, and the performance of the transactions contemplated thereby, on behalf of the CompanyOmnibus Agreement Amendment; (v) with respect to each Company Entity that is party to any Ancillary Documents, a unanimous written consent, or minutes of the meeting, of such Company Entity’s Board authorizing the execution and delivery of such Ancillary Documents, and the performance of the transactions contemplated thereby, on behalf of such Company Entity; andInvestor Rights Agreement; (vi) complete the Second Agreement and accurate copies of all Reorganization DocumentsAmendment; (vii) all Organizational Documents of ID&T Design (including any amendments thereto)the ROFO Assignment Agreement; (viii) a copy the Assignment of each of the Stutterheim Management Agreement, the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, in each case duly signed by the parties thereto, other than the Parent;Registration Rights; and (ix) written resignations the Termination Agreement; (e) the resignations, effective as of the Closing Date, of each “Midstream Holdings Manager” from the board of managers at CMV, and of one Class C Director from the Board of Directors of the Company who is not continuing General Partner, together with a written notice (or consent to written notice executed by Seller or any of its Representatives necessary or advisable to give effect to such written notice) to the General Partner from CMV (i) that there will only be one Class C Director and will no longer be two Class C Directors, and (ii) that to the extent determined by Buyer Parties, there will be three Class G Directors and appointing a Class G Director designated by the Buyer Parties; (f) a certificate dated as of a Director recent date of the Company as Secretary of immediately after the Closing from his, her, or its office as a member State of the management board, with effect as State of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation, (x) a duly adopted written shareholders’ resolution of the Company appointing each of Sillerman, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of the Company with effect as of immediately following the Closing, (xi) copies of all Consents of Governmental Authorities and any other Person required to be obtained (pursuant to Law or one or more Contracts) Delaware with respect to the consummation valid existence and good standing in the State of the Transaction that are specified in Schedule 3.4(a) or Schedule 3.4(b); (xii) counterpart signature pages to the SFX Stockholder Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiii) counterpart signature pages to the ID&T Worldwide Shareholders’ Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiv) counterpart signature pages to the NAJV Second Amended and Restated LLC Agreement, duly executed by ID&T International, ID&T Holding, and each Seller Shareholder; (xv) counterpart signature pages to the License Agreement, duly executed by the Company and the Delaware of Seller; (xvig) the original shareholders’ register a receipt, dated as of the CompanyClosing Date, which evidences the Seller’s ownership of the Purchased Shares as of immediately prior executed by Seller and delivered to the signing of this Agreement;Buyer Parties certifying that Seller has received the Purchase Price with respect to the Subject Interests sold to the Buyer Parties; and (xviih) a counterpart signature page to the NAJV Advance Assignment, certificate duly executed by the Seller; (xviii) fully executed copies , dated as of the Reorganization Documents; andClosing Date, in the form specified by Treasury Regulations Section 1.1445-2(b)(2), certifying Seller’s non-foreign status. (xix) powers of attorney in favor of the Notary, duly executed on behalf of the Company and the Seller authorizing their respective representatives to attend to and execute the Notarial Deed of Transfer.

Seller Deliveries. On Each Seller, as applicable, shall, or shall cause the date of this AgreementCompany to, the Seller shall deliver to Purchaser, at or prior to the Parent the followingClosing: (i) all Organizational Documents a written instrument of the transfer of such Seller’s Seller (including all amendments thereto)Shares; (ii) all Organizational Documents of invoices or other supporting documentation for the Company (including all amendments thereto)Transaction Expenses reasonably satisfactory to Purchaser; (iii) unless otherwise requested by Xxxxxxxxx in writing, no less than three Business Days prior to the Closing Date, a unanimous written consentresignation letter reasonably satisfactory to Purchaser executed by each director, or minutes officer and limited liability company manager of the meetingCompany and of each Company Subsidiary in office immediately prior to the Closing, of the Seller’s Board and the Direct Seller Shareholders authorizing the execution and delivery of this Agreement and the Ancillary Documentsin each case, effective as of, and contingent upon, the performance of the transactions contemplated hereby and thereby, on behalf of the SellerClosing; (iv) unless otherwise requested by Purchaser in writing no less than three Business Days prior to the Closing Date (A) a unanimous written consenttrue, or minutes correct and complete copy of resolutions adopted by the board of directors of the meetingCompany (the “Board”) or any applicable committee thereof, certified by the Secretary of the Company’s Board and the Seller, in the Seller’s capacity as the Company’s sole shareholderterminating, authorizing the execution and delivery or if sponsored by a professional employer (or similar organization), withdrawing from participation in, each or all of the Ancillary Documents to which Company Employee Plans listed on Section 1.3(b)(v) of the Company is a partySeller Disclosure Letter, and the performance withdrawing from any Company Employee Plans sponsored by any professional employer organization or any employer of the transactions contemplated thereby, on behalf of the Companyrecord; (v) with respect certificates of good standing, dated within three Business Days prior to the Closing Date, certifying that the Company and each applicable Company Entity Subsidiary is in good standing and, to the extent applicable, that is party to any Ancillary Documents, a unanimous written consent, all applicable franchise or minutes similar Taxes and fees of the meetingCompany and each applicable Company Subsidiary through and including the Closing Date have been paid, issued by the relevant Governmental Entity of such Company Entity’s Board authorizing the execution and delivery its jurisdiction of such Ancillary Documents, and the performance of the transactions contemplated thereby, on behalf of such Company Entity; andorganization; (vi) complete a duly completed and accurate copies of all Reorganization Documentsexecuted IRS Form W-9; (vii) all Organizational Documents of ID&T Design (including any amendments thereto)the Spreadsheet, completed in a form reasonably satisfactory to Purchaser; (viii) a copy of each the Seller Closing Financial Certificate, dated as of the Stutterheim Management AgreementClosing Date, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Purchaser to verify and determine the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, in each case duly signed by the parties thereto, other than the Parentinformation contained therein; (ix) written resignations executed confirmatory assignments of Intellectual Property from the individuals set forth on Schedule 1.3, in each of the Directors of the Company who case in a form that is not continuing as a Director of the Company as of immediately after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation,reasonably satisfactory to Purchaser; (x) a duly adopted written shareholders’ resolution of reaffirmation agreement with respect to that certain Confidential Settlement Agreement, Mutual Release, and Covenant Not to Sue entered by and among the Company appointing each of Sillermanand other parties named therein, Xxxxxxxx Xxxxxxdated July 12, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of 2024 (the Company with effect as of immediately following the Closing,“Settlement Agreement”); and (xi) copies the duly executed Warrant Termination Agreements. Receipt by Purchaser of all Consents any of Governmental Authorities and any other Person required the agreements, instruments, certificates or documents delivered pursuant to this Section 1.3(b) shall not be deemed to be obtained (pursuant to Law an agreement by Purchaser that the information or one statements contained therein are true, correct or more Contracts) with respect to the consummation complete, and shall not diminish Purchaser’s remedies hereunder if any of the Transaction that foregoing agreements, instruments, certificates or documents are specified in Schedule 3.4(a) not true, correct or Schedule 3.4(b); (xii) counterpart signature pages to the SFX Stockholder Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiii) counterpart signature pages to the ID&T Worldwide Shareholders’ Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiv) counterpart signature pages to the NAJV Second Amended and Restated LLC Agreement, duly executed by ID&T International, ID&T Holding, and each Seller Shareholder; (xv) counterpart signature pages to the License Agreement, duly executed by the Company and the Seller; (xvi) the original shareholders’ register of the Company, which evidences the Seller’s ownership of the Purchased Shares as of immediately prior to the signing of this Agreement; (xvii) a counterpart signature page to the NAJV Advance Assignment, duly executed by the Seller; (xviii) fully executed copies of the Reorganization Documents; andcomplete. (xix) powers of attorney in favor of the Notary, duly executed on behalf of the Company and the Seller authorizing their respective representatives to attend to and execute the Notarial Deed of Transfer.

Seller Deliveries. On At the date of this AgreementClosing, the Seller shall deliver deliver, or cause to be delivered, to the Parent Purchaser all of the following: (i) all Organizational Documents original certificate(s) representing the Membership Interests and Assignment(s) of Interest attached to the Seller (including all amendments thereto)certificate(s) representing the Membership Interests, duly executed in blank; (ii) all Organizational Documents if applicable, the amount by which the Estimated Net Working Capital is less than the Target Net Working Capital, by wire transfer of immediately available funds to the account specified in Section 2.2(a)(ii) of the Company (including all amendments thereto)Disclosure Schedule; (iii) a unanimous written consent, or minutes the amount of the meetingEstimated RINs Payable, by wire transfer of immediately available funds to the Escrow Account, as specified in Schedule 2.2(a)(ii). (iv) actual or constructive possession of the Books and Records of the Company; (v) a general release, as attached hereto as Exhibit A, signed by the Seller (the “General Releases”); (vi) an assignment and assumption agreement from the Company to Seller as attached hereto as Exhibit B (“Ventech Assignment and Assumption Agreement”); (vii) a transition services agreement between the Company and Seller as attached hereto as Exhibit C (the “Transition Services Agreement”); (viii) a release, as attached hereto as Exhibit D, signed by Calumet (the “Company Release”); (ix) payoff letters with respect to or other evidence of cancellation of all Indebtedness (other than Indebtedness set forth on Section 2.2(a)(ix) of the Disclosure Schedule) and all related releases and terminations of all Liens associated with all such Indebtedness, each in form and substance reasonably acceptable to Purchaser; (x) a certificate from an officer or an authorized person of the Company certifying (i) the articles of organization and limited liability company operating agreement of the Company and the requisite resolutions or actions of the Company’s governing body approving the signing and delivery of the Ancillary Agreements to which the Company is a party and the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements, and (ii) the incumbency and signatures of the officers or authorized persons signing the Ancillary Agreements to which the Company is a party; (xi) a certificate from the secretary or an authorized person of the Seller certifying (i) the certificate of incorporation and bylaws of the Seller and the requisite resolutions or actions of the Seller’s Board and board of directors approving the Direct Seller Shareholders authorizing the execution signing and delivery of this Agreement and the Ancillary Documents, Agreements to which it is a party and the performance consummation of the transactions contemplated hereby by this Agreement and therebysuch Ancillary Agreements, on behalf and (ii) the incumbency and signatures of the Seller; (iv) a unanimous written consent, officers or minutes of the meeting, of the Company’s Board authorized persons signing this Agreement and the Seller, in the Seller’s capacity as the Company’s sole shareholder, authorizing the execution and delivery of the Ancillary Documents Agreements to which the Company Seller is a party, and the performance of the transactions contemplated thereby, on behalf of the Company; (v) with respect to each Company Entity that is party to any Ancillary Documents, a unanimous written consent, or minutes of the meeting, of such Company Entity’s Board authorizing the execution and delivery of such Ancillary Documents, and the performance of the transactions contemplated thereby, on behalf of such Company Entity; and (vi) complete and accurate copies of all Reorganization Documents; (vii) all Organizational Documents of ID&T Design (including any amendments thereto); (viii) a copy of each of the Stutterheim Management Agreement, the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, in each case duly signed by the parties thereto, other than the Parent; (ix) written resignations of each of the Directors of the Company who is not continuing as a Director of the Company as of immediately after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation, (x) a duly adopted written shareholders’ resolution of the Company appointing each of Sillerman, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of the Company with effect as of immediately following the Closing, (xi) copies of all Consents of Governmental Authorities and any other Person required to be obtained (pursuant to Law or one or more Contracts) with respect to the consummation of the Transaction that are specified in Schedule 3.4(a) or Schedule 3.4(b); (xii) counterpart signature pages a certificate of good standing issued by the Secretary of State of the State of Delaware as of a date no more than ten (10) days prior to the SFX Stockholder Agreement, duly executed by the Seller, each Seller Shareholder, and Closing Date for the Company; (xiii) counterpart signature pages a certificate of good standing issued by the Secretary of State of the State of Delaware as of a date no more than ten (10) days prior to the ID&T Worldwide Shareholders’ AgreementClosing Date for the Seller; (xiv) a non-foreign person affidavit that complies with the requirements of Section 1445 of the Code, duly executed by the SellerSeller and reasonably satisfactory to the Purchaser; (xv) each of the Governmental Authorizations and third-party authorizations and consents listed in Section 2.2(a)(xv) of the Disclosure Schedule; (xvi) a Waiver, Consent and Amendment with respect to the Credit Agreement, executed by the Administrative Agent and each Seller Shareholderlender party thereto, pursuant to which (A) the Administrative Agent and each lender party to the Credit Agreement (1) waives all restrictions contained in the Credit Agreement relating to, and consents to, the transactions contemplated by this Agreement, (2) consents to the Company being designated as a restricted subsidiary and entering into one or more guaranties, in each case with respect to Indebtedness of the Purchaser or its Affiliates, in each case after the Closing, (3) agrees to extend the maturity date of Term Loan A under the Credit Agreement to April 30, 2019 (with no modification to the maturity dates under Term Loan B or Term Loan C under the Credit Agreement) and (4) agrees to retain and extend the same interest rate currently applicable to the Term Loan A and Term Loan B under the Credit Agreement, with an option to prepay without penalty or premium, in form and substance reasonably acceptable to the Purchaser and (B) Centennial Energy Holdings, Inc. reaffirms its guarantee of the obligations of the Company under the Credit Agreement, in each case in form and substance reasonably acceptable to the Purchaser; (xvii) an indemnification agreement from the Purchaser to Centennial Energy Holdings, Inc., as attached hereto as Exhibit G (“Indemnification Agreement”); (xviii) letters of resignation, effective as of the Closing Date, signed by each officer, manager and/or board member of the Company; (xivxix) counterpart signature pages to the NAJV Second Amended and Restated LLC Escrow Agreement, duly executed signed by ID&T International, ID&T Holding, Escrow Agent and each Seller Shareholder;Seller; and (xvxx) counterpart signature pages to such other documents, including the License AgreementAncillary Agreements, duly executed by as the Company and Purchaser may reasonably request for the Seller; (xvi) purpose of facilitating the original shareholders’ register consummation or performance of the Company, which evidences the Seller’s ownership of the Purchased Shares as of immediately prior to the signing of this Agreement; (xvii) a counterpart signature page to the NAJV Advance Assignment, duly executed by the Seller; (xviii) fully executed copies of the Reorganization Documents; andtransactions contemplated hereby. (xix) powers of attorney in favor of the Notary, duly executed on behalf of the Company and the Seller authorizing their respective representatives to attend to and execute the Notarial Deed of Transfer.

Seller Deliveries. On Seller, as the date of this Agreementcase may be, shall execute and deliver (or cause the Seller shall deliver execution and delivery of) the following documents to Buyer, prior to or simultaneously with the Parent the followingClosing: (i) all Organizational Documents the Bxxx of the Seller (including all amendments thereto)Sale; (ii) all Organizational Documents of the Company (including all amendments thereto)Assignment Documents; (iii) all other documents necessary to convey good and valid title to the Acquired Assets; (iv) Intentionally Omitted: (v) Intentionally Omitted: (vi) a unanimous written consent, or minutes of certificate dated the meetingClosing Date, of the Secretary of Seller’s : (A) attaching copies, certified by such officer, without personal liability, as true and complete, of the Bylaws of Seller , as amended to the Closing Date; (B) attaching resolutions of the Board of Directors and the Direct stockholders of each of Seller Shareholders authorizing , if required, in connection with the execution authorization and approval of the execution, delivery and performance by each of Seller of this Agreement and the Ancillary DocumentsTransaction Documents to which it is a party; (C) setting forth the incumbency of the officer or officers of each of Seller who have executed and delivered this Agreement and each other Transaction Document to which it is a party, and including therein a signature specimen of each such officer or officers; (D) attaching copies, certified by the performance Secretary of State of the State of Delaware, of each of Seller's Certificate of Incorporation as amended to the Closing Date; and (E) certifying without personal liability that no action, suit or proceeding is pending before any Governmental Body or arbitrator wherein an unfavorable Order would (1) prevent consummation of any of the transactions contemplated hereby and therebyby this Agreement or the other Transaction Documents, on behalf of the Seller; (iv2) a unanimous written consent, or minutes of the meeting, of the Company’s Board and the Seller, in the Seller’s capacity as the Company’s sole shareholder, authorizing the execution and delivery of the Ancillary Documents to which the Company is a party, and the performance cause any of the transactions contemplated thereby, on behalf by this Agreement or the other Transaction Documents to be rescinded following consummation or (3) affect adversely the Acquired Assets or their value or the right of Buyer to own the Company; Acquired Assets and to operate the Acquired Business (v) with respect to each Company Entity and that no such Order is party to any Ancillary Documents, a unanimous written consent, or minutes of the meeting, of such Company Entity’s Board authorizing the execution and delivery of such Ancillary Documents, and the performance of the transactions contemplated thereby, on behalf of such Company Entity; and (vi) complete and accurate copies of all Reorganization Documentsin effect); (vii) all Organizational Documents of ID&T Design (including any amendments thereto);Intentionally Omitted: (viii) a copy of each of the Stutterheim Management Agreement, the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, in each case duly signed by the parties thereto, other than the ParentIntentionally Omitted:; (ix) written resignations of each of the Directors of the Company who is not continuing as a Director of the Company as of immediately after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation,Intentionally Omitted:; (x) if any party has a duly adopted written shareholders’ resolution security interest in any of the Company appointing each Acquired Assets then Seller shall provide UCC-3 financing statements terminating UCC-1 financing statements filed wherever and whenever, including but not limited to the New York and Delaware Secretary of SillermanState, Xxxxxxxx Xxxxxxreleasing all Security Interests held by any Person in the Acquired Assets, Xxxxxx Xxxxxxincluding, Xxxxxxxxxxxwithout limitation, and Tavecchio as Directors of those security interests evidenced by the Company with effect as of UCC-1 financing statements set forth on Schedule 7(a)(x); (xi) evidence reasonably acceptable to Buyer that Seller has taken all steps necessary to change, effective immediately following the Closing, (xi) copies of all Consents of Governmental Authorities and : its corporate name to any name other Person required to be obtained (pursuant to Law than "LuxeYard" or one any variant or more Contracts) with respect to the consummation of the Transaction that are specified in Schedule 3.4(a) or Schedule 3.4(b)abbreviation thereof; (xii) counterpart signature pages an assignment to Buyer of Seller's merchant numbers used for credit card purchases, to the SFX Stockholder Agreement, duly executed by the Seller, each Seller Shareholder, and the Companyextent transferable; (xiii) counterpart signature pages to the ID&T Worldwide Shareholders’ Agreement, duly executed by Sublease (including an estoppel certificate from the Seller, each Seller Shareholder, and the Companylessor); (xiv) counterpart signature pages letters from Seller’s phone carriers, consenting to the NAJV Second Amended assignment and Restated LLC Agreement, duly executed transfer to Buyer of all phone numbers including any toll-free 800 and 888- prefix phone numbers used by ID&T International, ID&T Holding, and each Seller Shareholder;in the Business if such numbers exist; and (xv) counterpart signature pages to the License Agreement, duly executed by the Company Lease between Buyer and the Seller; (xvi) the original shareholders’ register of the Company, which evidences the Seller’s ownership of the Purchased Shares as of immediately prior to the signing of this Agreement; (xvii) a counterpart signature page to the NAJV Advance Assignment, duly executed by the Seller; (xviii) fully executed copies of the Reorganization Documents; and. (xix) powers of attorney in favor of the Notary, duly executed on behalf of the Company and the Seller authorizing their respective representatives to attend to and execute the Notarial Deed of Transfer.

Seller Deliveries. On At or prior to the date of this AgreementClosing, the Seller shall deliver have delivered to the Parent Buyer each of the following: (ia) all Organizational Documents An IRS Form W-9 validly executed by Seller; (b) the Funds Flow, duly executed by the Seller and the Owners; (c) a copy of the articles of organization of the Seller, certified by the Secretary of State of Delaware, and a certificate of good standing from the Secretary of State of Delaware, in each case, dated not more than ten (10) Business Days prior to the Closing Date; (d) copies of resolutions or written consent duly adopted by the manager of the Seller (including all amendments thereto); (ii) all Organizational Documents of the Company (including all amendments thereto); (iii) a unanimous written consent, or minutes of the meeting, of the Seller’s Board and the Direct Seller Shareholders authorizing the execution execution, delivery, and delivery performance of this Agreement and the Ancillary Documents, and the performance of the transactions contemplated hereby and thereby, on behalf of the Seller; (iv) a unanimous written consent, or minutes of the meeting, of the Company’s Board and the Seller, in the Seller’s capacity as the Company’s sole shareholder, authorizing the execution and delivery of the Ancillary Documents Agreements to which the Company Seller is a party, and the performance consummation of the all transactions contemplated hereby and thereby, on behalf of the Company; (ve) with respect to each Company Entity that is party to any Ancillary Documents, a unanimous written consent, or minutes the Schedule of the meeting, of such Company Entity’s Board authorizing the execution and delivery of such Ancillary Documents, and the performance of the transactions contemplated thereby, on behalf of such Company Entity; and (vi) complete and accurate copies of all Reorganization DocumentsDeductions; (vii) all Organizational Documents of ID&T Design (including any amendments thereto); (viiif) a copy xxxx of each sale and assignment of contracts between the Stutterheim Management Agreement, Seller and the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement AddendumBuyer, in each case duly signed by substantially the parties thereto, other than form attached hereto as Exhibit D (the Parent; (ix) written resignations “Xxxx of each of the Directors of the Company who is not continuing as a Director of the Company as of immediately after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation, (x) a duly adopted written shareholders’ resolution of the Company appointing each of Sillerman, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of the Company with effect as of immediately following the Closing, (xi) copies of all Consents of Governmental Authorities and any other Person required to be obtained (pursuant to Law or one or more Contracts) with respect to the consummation of the Transaction that are specified in Schedule 3.4(a) or Schedule 3.4(bSale”); (xii) counterpart signature pages to the SFX Stockholder Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiii) counterpart signature pages to the ID&T Worldwide Shareholders’ Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiv) counterpart signature pages to the NAJV Second Amended and Restated LLC Agreement, duly executed by ID&T International, ID&T Holding, and each Seller Shareholder; (xv) counterpart signature pages to the License Agreement, duly executed by the Company and the Seller; (xvi) the original shareholders’ register of the Company, which evidences the Seller’s ownership of the Purchased Shares as of immediately prior to the signing of this Agreement; (xvii) a counterpart signature page to the NAJV Advance Assignment, duly executed by the Seller; (xviiig) fully executed copies of a transition services agreement, in substantially the Reorganization Documents; and. form attached hereto as Exhibit E (xix) powers of attorney in favor of the Notary“TSA”), duly executed on behalf by the Seller; (h) the Consulting Agreement, duly executed by Xxxxxxx xx Xxx; (i) intentionally omitted; (j) the lease agreements, substantially in the form attached hereto as Exhibit F, duly executed by the applicable landlord, with respect to each of the Company and premises listed on Annex 9.5(k) (the “Related Party Leases”); (k) a release of claims, in substantially the form attached hereto as Exhibit G, duly executed by the Seller authorizing and each Owner; (l) executed counterparts of each Ancillary Agreement to which the Seller, any Owner or any of their respective representatives Affiliates is a party, including executed counterparts of each Employment Agreement (executed by the respective employee); and (m) at least three (3) Business Days prior to attend the Closing, fully-executed customary payoff and release letters (the “Payoff Letters”) in form and substance reasonably acceptable to the Buyer from the holders of the Indebtedness set forth on Schedule 9.1(m), in each case which (x) reflect the amounts required in order to pay in full all such Indebtedness outstanding as of the Closing (including the outstanding principal, accrued and execute unpaid interest and prepayment and other penalties), (y) wire transfer instructions for the Notarial Deed payment of Transfersuch amounts and (z) provide that, upon payment in full of the amounts indicated therein, all guarantees by the Seller and Liens with respect to the assets of the Seller shall be automatically and without further action permanently released, terminated and of no further force and effect, together with all instruments and other documentation (in each case in form and substance reasonably satisfactory to the Buyer and delivered to the Buyer at least three (3) Business Days prior to the Closing), necessary or desirable to release all guarantees by the Seller and any Liens on the assets of the Seller, including appropriate UCC financing statement amendments (termination statements) in form and substance reasonably acceptable to the Buyer; and (n) copies of each of the consents, approvals or authorizations of any Governmental Authority or any other Person, and each of the filings, registrations and notices, in each case as set forth on Annex 7.2.

Seller Deliveries. On At the date of this Agreement, Closing the Seller shall deliver or shall have previously delivered or otherwise made available to the Parent Buyer each of the following: (i) all Organizational Documents a Certificate of the Seller's counsel certifying as of the Closing Date (A) the operating agreement of the Seller (including and all amendments thereto)to date, (B) the duly and lawfully adopted resolutions of the Managing Member and Members of the Seller approving the transactions contemplated by this Agreement and the Exhibits hereto, and (C) incumbency matters, including specimen signatures; (ii) all Organizational Documents a Certificate of the Company's counsel certifying as of the Closing Date (A) the certificate of incorporation of the Company (including and all amendments thereto)to date, and (B) the bylaws of the Company, as amended to date; (iii) a unanimous written consentthe stock certificate representing the Acquired Stock, in each case duly endorsed for transfer or minutes of the meeting, of the Seller’s Board and the Direct Seller Shareholders authorizing the execution and delivery accompanied by duly executed assignment documents in accordance with Section 1.5 of this Agreement and the Ancillary Documents, and the performance of the transactions contemplated hereby and thereby, on behalf of the SellerAgreement; (iv) a unanimous written consent, or minutes copy of the meeting, certificate of incorporation of the Company’s Board Company certified as correct and complete as of a recent date by the Seller, in the Seller’s capacity as the Company’s sole shareholder, authorizing the execution and delivery Secretary of State of the Ancillary Documents to which the Company is a party, and the performance State of the transactions contemplated thereby, on behalf of the CompanyDelaware; (v) with respect to each Company Entity that is party to any Ancillary Documents, a unanimous written consent, or minutes certificate of the meeting, Secretary of such Company Entity’s Board authorizing the execution and delivery of such Ancillary Documents, and the performance State of the transactions contemplated thereby, on behalf State of such Delaware that the Company Entity; andis in good standing; (vi) complete and accurate copies a certificate of all Reorganization Documentsthe Secretary of State of the State of Delaware that the Seller is in good standing; (vii) all Organizational Documents a copy of ID&T Design (including any amendments thereto)the certificate of organization of the Seller certified as correct and complete as of a recent date by the Secretary of State of the State of Delaware; (viii) a copy of each resignations effective as of the Stutterheim Management AgreementResignation Date from such Directors of the Company as Buyer shall have requested in writing and resolutions of the Company appointing or electing to the board of directors of the Company, effective upon the Stutterheim Management Agreement Addendumeffectiveness of the resignations referenced above, of the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, nominees for such positions as Buyer shall have requested in each case duly signed by the parties thereto, other than the Parentwriting; (ix) written resignations of each an executed copy of the Directors of Stockholders Agreement relating to the Company who is not continuing as a Director by and between Buyer and Seller, of the Company as of immediately after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation,even date herewith; and (x) a duly adopted written shareholders’ resolution of the Company appointing each of Sillerman, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of the Company with effect as of immediately following the Closing, (xi) copies of all Consents of Governmental Authorities and any other Person required to be obtained (pursuant to Law or one or more Contracts) with respect to the consummation of the Transaction that are specified in Schedule 3.4(a) or Schedule 3.4(b); (xii) counterpart signature pages to the SFX Stockholder Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiii) counterpart signature pages to the ID&T Worldwide Shareholders’ Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiv) counterpart signature pages to the NAJV Second Amended and Restated LLC Agreement, duly executed by ID&T International, ID&T Holding, and each Seller Shareholder; (xv) counterpart signature pages to the License Agreement, duly executed by the Company and the Seller; (xvi) the original shareholders’ register of the Company, which evidences the Seller’s ownership of the Purchased Shares as of immediately prior to the signing of this Agreement; (xvii) a counterpart signature page to the NAJV Advance Assignment, duly executed by the Seller; (xviii) fully executed copies of the Reorganization Documents; andRequired Consents, if any. Buyer may waive any deliveries specified in this Section 2.1 if it executes a writing so stating. (xix) powers of attorney in favor of the Notary, duly executed on behalf of the Company and the Seller authorizing their respective representatives to attend to and execute the Notarial Deed of Transfer.

Seller Deliveries. On At the date Closing, Seller is delivering or causing to be delivered to Buyer: (a) duly executed instrument(s) of this Agreementtransfer and sold note(s) in respect of the Transferred Interests of each Company in favor of Buyer and/or its nominee(s) (to be determined in accordance with Section 7.4) together with the relevant share certificate(s) in respect of the Transferred Interests of each Company, if any (or an indemnity in such form as Buyer shall reasonably require in relation to any missing certificate); (b) an irrevocable power of attorney (in the agreed form approved by Seller shall deliver and Buyer) given by Seller in favor of Buyer or its nominees (to be determined in accordance with Section 7.4) to enable the beneficiary (or its proxies) to exercise all voting and other rights attaching to the Parent Transferred Interests of each Company before the followingtransfer of the Transferred Interests is registered; (c) the minutes of the board meeting of each Company or the written resolutions of the directors of each Company, at which the following resolutions shall be passed: (i) all Organizational to approve this Agreement and other Seller Transaction Documents of to which the Seller (including all amendments thereto)Company is a party thereto and the transactions contemplated therein; (ii) all Organizational Documents to approve Buyer or its nominees for registration as the holder(s) of the Company (including all amendments thereto)Transferred Interests subject to the production of the relevant stamped instrument(s) of transfer and bought and sold notes in respect of the Transferred Assets; (iii) a unanimous written consent, or minutes to accept the resignation of the meeting, directors and company secretary and to appoint as new directors and company secretary (if any) of the SellerCompany such persons as Buyer may notify Seller at least two (2) Business Days prior to Closing Date, all with effect upon the Closing Date; (iv) to approve the revocation and change of the authorized signatories of all the Company’s Board bank accounts and to give authority to such person as Buyer may nominate to operate the Direct same and notify Seller Shareholders authorizing at least two (2) Business Days prior to the Closing Date and otherwise operate the bank accounts in the manner as Buyer shall have notified Seller at least two (2) Business Days prior to the Closing Date; and (v) to deal with and resolve upon such other matters as Buyer shall reasonably require for the purposes of giving effect to the provisions of this Agreement; (d) all documents and information as may be reasonably required by Buyer for completing the stamping of the transfer of the Transferred Interests of each Company; (e) a certified copy of the board resolutions of Seller approving the execution and delivery of this Agreement and the Ancillary Documents, other Seller Transaction Documents and the performance of the transactions contemplated hereby and thereby, on behalf of the Sellertherein; (ivf) a unanimous written consent, or minutes of the meeting, of the Company’s Board and the Seller, in the Seller’s capacity as the Company’s sole shareholder, authorizing the execution and delivery of the Ancillary Documents to which the Company is a party, and the performance of the transactions contemplated thereby, on behalf of the Company; (v) with respect to each Company Entity that is party to any Ancillary Documents, a unanimous written consent, or minutes of the meeting, of such Company Entity’s Board authorizing the execution and delivery of such Ancillary Documents, and the performance of the transactions contemplated thereby, on behalf of such Company Entity; and (vi) complete and accurate copies of all Reorganization Documents; (vii) all Organizational Documents of ID&T Design (including any amendments thereto); (viii) a copy of each of the Stutterheim Management Agreement, the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, in each case duly signed by the parties thereto, other than the Parent; (ix) written resignations of each of the Directors of the Company who is not continuing as a Director of the Company as of immediately after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation, (x) a duly adopted written shareholders’ resolution of the Company appointing each of Sillerman, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of the Company with effect as of immediately following the Closing, (xi) copies of all Consents of Governmental Authorities and any other Person required to be obtained (pursuant to Law or one or more Contracts) with respect to the consummation of the Transaction that are specified in Schedule 3.4(a) or Schedule 3.4(b); (xii) counterpart signature pages to the SFX Stockholder this Agreement, duly executed by the Seller, each Seller Shareholder, and the CompanyCompanies; (xiiig) counterpart signature pages each other Seller Transaction Document, duly executed by Seller; (h) the Non-Competition Agreements, duly executed by each individual identified on Schedule I; (i) duly executed resignations of each director (containing a general release and waiver of claims), officer and company secretary (if any) of the Acquired Companies, which will be effective upon the Closing, together with documentation reasonably acceptable to Buyer effecting such resignations; (j) an amendment to the ID&T Worldwide Shareholders’ Supply Agreement, effective as of the Closing, in the form attached hereto as Exhibit C (the “Supply Agreement Amendment”), duly executed by Telefield Limited; (k) the Financial Services Side Letter, duly executed by Seller; (l) the Side Letter, duly executed by Xxxxx Xxx Xxxx Xxxxx and Ma Xxx Xxx Elitte; (m) control of the statutory and other books and records of the Acquired Companies; (n) the Escrow Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xivo) counterpart signature pages to the NAJV Second Amended and Restated LLC AgreementIntercompany Release, duly executed by ID&T InternationalMWS, ID&T Holding, FTA and each Seller Shareholder;Seller; and (xvp) counterpart signature pages to the License Agreement, duly executed by the Company and the Seller; share transfer forms with respect to (xvii) the original shareholders’ register all of the Company, which evidences the Seller’s ownership issued and outstanding shares of the Purchased Shares Falcom GmbH not held by MWS as of immediately prior to the signing of this Agreement; (xvii) a counterpart signature page to the NAJV Advance Assignment, duly executed by the Seller; (xviii) fully executed copies of the Reorganization Documents; and. (xix) powers of attorney Closing in favor of the NotaryMWS, duly executed on behalf and (ii) all of the Company issued and outstanding shares of Maestro Europe, S.L. not held by Falcom GmbH as of immediately prior to the Seller authorizing their respective representatives to attend to and execute the Notarial Deed Closing in favor of Transfer.Falcom GmbH.

Seller Deliveries. On Buyer shall have received each of the date of this Agreement, the Seller shall deliver to the Parent the followingfollowing deliveries from Seller: (i) all Organizational Documents Evidence, in a form reasonably satisfactory to Buyer, that the Company has divested itself of any ownership of the Seller following entities: (including all amendments theretoA) Sequor (Thailand) Limited, (B) Sisu Management Limited, (C) Afriquor Holdings Limited, (D) Persequor Holdings II Limited; (E) Persequor Holdings III Limited; (F) Persequor Holdings IV Limited; and (G) Persequor Holdings V Limited (collectively, the "Divested Entities"); (ii) all Organizational Documents The audited consolidated balance sheet and statements of income and cash flows for the Company (including all amendments thereto)and its Subsidiaries as of and for the fiscal year ended as of December 31, 2005, with an unqualified report by the accounting firm Ernst & Young LLP; (iii) Evidence, in a unanimous written consentform reasonably satisfactory to Buyer, that Seller has acquired from or minutes otherwise caused Paul David Kerridge ("Kerridge"), Robert James Meredith ("Mereditx") xxx Xxxxxxx Xxxy Savill ("Savixx") xx xxxxxxxx xxxx anx xxxxx, marketxxxx xxx xxx xxxxx to xxx xxares of Sequor Systems Limited ("Sequor") owned by Kerridge, Meredith and Savill, collectively representing a thirty-xxx xxxxxxx (00%) minority interest in Sequor, to Buyer or the Company, free and clear of all Liens, so that the Company will own one hundred percent (100%) of the meeting, issued and outstanding capital stock of the Seller’s Board and the Direct Seller Shareholders authorizing the execution and delivery of this Agreement and the Ancillary Documents, and the performance of the transactions contemplated hereby and thereby, on behalf of the SellerSequor; (iv) Evidence, in a unanimous written consentform reasonably satisfactory to Buyer, that the Company or minutes one of its Subsidiaries owns, free and clear of all Liens, one hundred percent (100%) of the meetingissued and outstanding capital stock of each of Sequor Systems FZE and Persequor Holding I FZE; (v) Evidence, in a form reasonably satisfactory to Buyer, that the Secondment Agreement by and between Brightpoint Asia and the Company, as amended (the "Secondment Agreement"), is in full force and effect and will continue in full force and effect after the Effective Date; (vi) All necessary and appropriate written waivers of all restrictions on the transfer of the Company’s Board and the SellerShares, in the Seller’s capacity including, without limitation, any preemptive or similar rights, from all relevant Persons, effective as the Company’s sole shareholder, authorizing the execution and delivery of the Ancillary Documents to which Effective Date; (vii) Written confirmation from certain key employees of the Company is a partylisted on the attached Exhibit B that they have agreed to remain as employees of the Company after the Effective Date on terms and conditions reasonably acceptable to Buyer; (viii) The current organizational documents (with all amendments), the common seal, all books of account, all minute books, the stock ledger, and the performance of the transactions contemplated thereby, on behalf any other corporate records of the Company; (vix) Copies of any organizational documents (with respect to all amendments) of each Company Entity that is party to any Ancillary Documents, a unanimous written consent, or minutes of the meetingSubsidiaries; (x) All Closing Approvals; (xi) Written confirmation, satisfactory to Buyer in its sole and absolute discretion, that the Company has a net asset value (excluding any value attributable to shares of such Company Entity’s Board authorizing Brightpoint India, representing a fifteen percent (15%) minority interest in Brightpoint India, owned by the execution and delivery Company) greater than or equal to Eight Hundred Fifty Thousand US Dollars (US $850,000); for the avoidance of such Ancillary Documentsdoubt, and it is expressly understood by Buyer that in order to reach a net asset value of US $850,000, an amount equal to approximately US $525,000 will be considered as the performance value of the transactions contemplated therebyintangible assets, on behalf including software programs and intellectual property, in addition to capitalized software development costs of such Company Entityapproximately US $415,000 during the year 2005; and (vixii) complete Such further certificates, instruments and accurate copies of all Reorganization Documents; (vii) all Organizational Documents of ID&T Design (including any amendments thereto); (viii) a copy of each of the Stutterheim Management Agreement, the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, in each case duly signed other documents requested by the parties thereto, other than the Parent; (ix) written resignations of each of the Directors of the Company who is not continuing Buyer as a Director of the Company as of immediately after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation, (x) a duly adopted written shareholders’ resolution of the Company appointing each of Sillerman, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of the Company with effect as of immediately following the Closing, (xi) copies of all Consents of Governmental Authorities and any other Person may be reasonably required to be obtained (pursuant to Law or one or more Contracts) with respect to effectively carry out the consummation of the Transaction that are specified in Schedule 3.4(a) or Schedule 3.4(b); (xii) counterpart signature pages to the SFX Stockholder Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiii) counterpart signature pages to the ID&T Worldwide Shareholders’ Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiv) counterpart signature pages to the NAJV Second Amended and Restated LLC Agreement, duly executed by ID&T International, ID&T Holding, and each Seller Shareholder; (xv) counterpart signature pages to the License Agreement, duly executed by the Company and the Seller; (xvi) the original shareholders’ register of the Company, which evidences the Seller’s ownership of the Purchased Shares as of immediately prior to the signing intent of this Agreement; (xvii) a counterpart signature page to the NAJV Advance Assignment, duly executed by the Seller; (xviii) fully executed copies of the Reorganization Documents; and. (xix) powers of attorney in favor of the Notary, duly executed on behalf of the Company and the Seller authorizing their respective representatives to attend to and execute the Notarial Deed of Transfer.

Seller Deliveries. On Seller must have delivered to Buyer or have caused to be delivered to Buyer each of the date of this Agreement, following documents at or before the Seller shall deliver to the Parent the followingClosing: (i) all Organizational Documents a certificate executed by a duly authorized officer of Seller and each Equityholder (or if an Equityholder is an individual, by such Equityholder), dated as of the Closing Date certifying that (A) as to Seller and such Equityholder, as applicable, each of the conditions specified in Sections 6.1(a), 6.1(b), 6.1(c), 6.1(e) and 6.1(f) are satisfied in all respects, (including all amendments theretoB) attached thereto are true, complete and correct copies of the resolutions of the board of directors of Seller and Equityholders authorizing the execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated herein and therein, as are then in full force and effect and (C) attached thereto are good standing certificates, dated as of a recent date prior to the Closing Date, from the Governmental Authority of the jurisdiction of Seller’s incorporation or organization and each other jurisdiction in which Seller is qualified to do business (the “Closing Certificate”); (ii) all Organizational Documents the Xxxx of the Company (including all amendments thereto)Sale, duly executed by Seller; (iii) the Equityholder Xxxx of Sale, duly executed by Equityholders; (iv) the IP Assignment Agreement, duly executed by Seller; (v) A copy of Schedule A (Effective Date of Change of Ownership) to any contingent Approval letter received by Buyer or Seller from the MED that is fully-executed by Seller; (vi) Evidence of Approval of change of ownership from the City and County of Denver, Colorado. (vii) duly completed and executed IRS Forms W-9 from Seller and any other Person receiving any payments from Buyer pursuant to this Agreement or any Related Agreement; (viii) no later than three Business Days prior to the Closing Date, a unanimous written consentpayoff letter from each lender of Seller or other holder of Closing Date Repaid Indebtedness or any Encumbrance with respect to the Purchased Assets contemplated to be repaid on the Closing Date, reasonably acceptable to Buyer, including that all Encumbrances on the properties or assets of Seller, including any Purchased Asset, will automatically be released upon the satisfaction of the conditions in such letter (each, a “Payoff Letter”); (ix) no later than three (3) Business Days prior to the Closing Date, an invoice from each holder of Seller Transaction Expenses contemplated to be repaid on the Closing Date in customary form, reasonably acceptable to Buyer (the “Seller Transaction Expenses Invoices”); (x) a Lease Estoppel Certificate and Lease Assignment with respect to each Real Property Lease, duly executed by the applicable landlord and Seller, in form reasonably satisfactory to Buyer; (xi) the Lock-Up Agreement, duly executed by Seller; (xii) the Finders Agreement, duly executed by Xxxxxxx; (A) evidence satisfactory to Buyer of the full and final release of the all claims set forth in or related to the Settlement and Tolling Agreement and (B) the Release Agreement, duly executed by Seller, Xxxxxxx, Productive Investments and Youngdon Yun. (xiv) evidence reasonably satisfactory to Buyer of release of all Encumbrances on the Purchased Assets; (xv) evidence reasonably satisfactory to Buyer of the consent or approval of, and the giving of all notices to, those Persons whose consent or approval is required, or minutes of the meetingwho are entitled to notice, of the in connection with Seller’s Board execution, delivery and the Direct Seller Shareholders authorizing the execution and delivery performance of this Agreement and the Ancillary DocumentsRelated Agreements to which Seller is, or at the Closing will be, a party, and the performance consummation of the transactions contemplated hereby and thereby, including the consents of and notices to the Persons listed on behalf of the Seller;Schedule 6.1(d)(xiv); and (ivxvi) a unanimous written consentsuch other instruments, documents and certificates as are required by the terms of this Agreement and the Related Agreements, or minutes of as may be reasonably requested by Buyer in connection with the meeting, of the Company’s Board and the Seller, in the Seller’s capacity as the Company’s sole shareholder, authorizing the execution and delivery of the Ancillary Documents to which the Company is a party, and the performance consummation of the transactions contemplated thereby, on behalf of the Company; (v) with respect to each Company Entity that is party to any Ancillary Documents, a unanimous written consent, or minutes of the meeting, of such Company Entity’s Board authorizing the execution and delivery of such Ancillary Documents, and the performance of the transactions contemplated thereby, on behalf of such Company Entity; and (vi) complete and accurate copies of all Reorganization Documents; (vii) all Organizational Documents of ID&T Design (including any amendments thereto); (viii) a copy of each of the Stutterheim Management Agreement, the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, in each case duly signed by the parties thereto, other than the Parent; (ix) written resignations of each of the Directors of the Company who is not continuing as a Director of the Company as of immediately after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation, (x) a duly adopted written shareholders’ resolution of the Company appointing each of Sillerman, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of the Company with effect as of immediately following the Closing, (xi) copies of all Consents of Governmental Authorities and any other Person required to be obtained (pursuant to Law or one or more Contracts) with respect to the consummation of the Transaction that are specified in Schedule 3.4(a) or Schedule 3.4(b); (xii) counterpart signature pages to the SFX Stockholder Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiii) counterpart signature pages to the ID&T Worldwide Shareholders’ Agreement, duly executed by the Seller, each Seller Shareholder, and the Company; (xiv) counterpart signature pages to the NAJV Second Amended and Restated LLC Agreement, duly executed by ID&T International, ID&T Holding, and each Seller Shareholder; (xv) counterpart signature pages to the License Agreement, duly executed by the Company and the Seller; (xvi) the original shareholders’ register of the Company, which evidences the Seller’s ownership of the Purchased Shares as of immediately prior to the signing of this Agreement; (xvii) a counterpart signature page to the NAJV Advance Assignment, duly executed by the Seller; (xviii) fully executed copies of the Reorganization Documents; andherein. (xix) powers of attorney in favor of the Notary, duly executed on behalf of the Company and the Seller authorizing their respective representatives to attend to and execute the Notarial Deed of Transfer.