Common use of Seller’s Closing Date Deliveries Clause in Contracts

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article X, at Closing Seller shall deliver to Buyer all of the following: (a) Certificate of the secretary or an assistant secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) the Certificate of Incorporation of Seller and the lack of amendments thereto, (ii) the By-laws of Seller, (iii) the resolutions of the board of directors of Seller authorizing the execution and performance of this Agreement, any Seller Ancillary Agreement and the transactions contemplated hereby and thereby and (iv) incumbency and signatures of the officers of Seller executing this Agreement and any Seller Ancillary Agreement; (b) The certificates representing all of the Shares, duly endorsed in blank or accompanied by duly executed stock powers; (c) The certificate contemplated by Section 9.1, duly executed by a duly authorized officer of Seller; (d) The written resignations of the officers designated by Buyer at least three business days prior to Closing and all directors of each of the Companies; (e) The stock book, stock ledger, minute books, corporate seal and other corporate books and records of each of the Companies; (f) Executed documents or other instruments in form reasonably satisfactory to Buyer that release the Encumbrances on the Shares and the assets of the Companies and any further liabilities under the Security Documents; (g) If not previously delivered to Buyer, all other documents, certificates, instruments and writings required pursuant hereto to be delivered by or on behalf of Seller at or before Closing; (h) An executed termination of the Shared Space and Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant to which Opco shall be relieved of any present or future obligation or liability thereunder; (i) Evidence of compliance by the Seller of its agreement set forth in Section 5.7(c); (j) Legal opinion of counsel to Seller substantially in the form attached hereto as Exhibit D; and (k) Evidence that Opco's participation in the Accounts Receivable Facility will be terminated as of the Closing Date and that, after the Closing Date, Opco shall no longer be bound thereby nor have any liability thereunder.

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article X, at Closing the Closing, Seller shall deliver to Buyer all of the following: (a) Certificate certificate of the secretary or an assistant secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) the Certificate of Incorporation of Seller and the lack of amendments thereto, (ii) the By-laws of Seller, (iii) the resolutions of the board Board of directors Directors of Seller authorizing the execution and performance of this Agreement, any Seller Ancillary Agreement to which Seller is a party and the transactions contemplated hereby and thereby Contemplated Transactions and (ivii) incumbency and signatures of the officers of Seller executing this Agreement and any Seller Ancillary AgreementAgreement to which Seller is a party; (b) The certificates the certificate(s) representing all of the Shares, duly endorsed in blank to Buyer or accompanied by duly executed stock stock/equity powers; (c) The the certificate contemplated by Section 9.1, duly executed by a duly authorized officer of Seller; (d) The written resignations duly executed original counterparts of the officers designated by Buyer at least three business days prior to Closing and all directors Transition Services Agreement executed on behalf of each of the CompaniesSeller; (e) The stock book, stock ledger, minute books, corporate seal and other corporate books and records the written resignations of each of the Companiesmembers of the board of directors of the Companies in his or her capacity as such; (f) Executed documents or other instruments in form reasonably satisfactory to Buyer that release the Encumbrances on the Shares a properly completed and the assets duly executed certification of non-foreign status, for purposes of Section 897 and 1445 of the Companies Code and any further liabilities under the Security DocumentsIRS Form W-9; (g) If not previously delivered an executed intercompany termination agreement, or similar agreement, in connection with Seller’s obligations to Buyer, all other documents, certificates, instruments and writings required pursuant hereto to be delivered terminate the Intercompany Agreements as contemplated by or on behalf Section 7.5 of Seller at or before Closingthis Agreement; (h) An an IRS Form 8023 (Elections under Section 338 for Corporations Making Qualified Stock Purchases) with respect to the Companies, duly executed termination by Seller (or an Affiliate of Seller, as applicable), and any other analogous or corresponding form, requested and prepared by Buyer and duly executed by Seller (or an Affiliate of Seller, as applicable), that is required to be filed with any state, local or foreign Governmental Body to effect the Shared Space and Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant to which Opco shall be relieved of any present or future obligation or liability thereunderSection 338(h)(10) Election; (i) Evidence customary payoff letters of compliance by Closing Date Indebtedness in respect of such Closing Date Indebtedness for borrowed money from the Seller obligees thereof, including the amounts necessary to pay such Indebtedness as of its agreement set forth in Section 5.7(c)the Closing; (j) Legal opinion all organizational documents of counsel to Seller substantially in the form attached hereto as Exhibit DCompanies; and (k) Evidence that Opco's participation in the Accounts Receivable Facility will be terminated as of the Closing Date and that, after the Closing Date, Opco shall no longer be bound thereby nor have any liability thereunderReorganization Certificate.

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article XIX, at Closing the Closing, Seller shall deliver to Buyer all of the following: (a) a copy of the Certificate of Formation of the Company certified as of a recent date by the Secretary of State of the State of Delaware; (b) certificates of good standing of Seller and the Company issued as of a recent date by the Secretary of State of the State of Delaware; (c) a certificate of the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to: (i) no amendments to the Certificate of Formation of the Company since the date specified in clause (a); (ii) the Limited Liability Company Agreement of the Company in effect as of the Closing Date; and (iii) the resolutions of the Board of Managers of the Company authorizing the execution and performance of this Agreement, each Seller Ancillary Agreement to which the Company or any Subsidiary is a party and the transactions contemplated hereby and thereby; (d) a certificate of the secretary or an assistant secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to to: (i) the Certificate of Incorporation Formation of Seller and in effect as of the lack of amendments thereto, Closing Date; (ii) the By-laws Third Amended and Restated Limited Liability Company Agreement of Seller, Seller in effect as of the Closing Date; and (iii) the resolutions of the board Board of directors Managers of Seller authorizing the execution and performance of this Agreement, any each Seller Ancillary Agreement to which Seller is a party and the transactions contemplated hereby and thereby and thereby; (ive) incumbency and signatures all consents, waivers or approvals required to be obtained by the Company with respect to the consummation of the officers of Seller executing transactions contemplated by this Agreement and or any Seller Ancillary AgreementAgreement and set forth on Schedule 3.4(e); (bf) The certificates representing all of the Shares, duly endorsed in blank or accompanied by duly executed stock powers; (c) The certificate contemplated by Section 9.18.1, duly executed by a duly authorized officer of Parent, the Company or Seller; (d) The written resignations of the officers designated by Buyer at least three business days prior to Closing and all directors of each of the Companies; (e) The stock book, stock ledger, minute books, corporate seal and other corporate books and records of each of the Companies; (f) Executed documents or other instruments in form reasonably satisfactory to Buyer that release the Encumbrances on the Shares and the assets of the Companies and any further liabilities under the Security Documentsas applicable; (g) If not previously delivered to Buyer, all other documents, certificates, instruments the written resignations of each manager of the Company's and writings required pursuant hereto to be delivered by or on behalf each Subsidiary's Board of Seller at or before ClosingManagers; (h) An executed termination of the Shared Space and Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant to which Opco shall be relieved of any present or future obligation or liability thereunder[Intentionally omitted]; (i) Evidence of compliance by the Seller of its agreement Payoff Letters with respect to all Indebtedness to be repaid at Closing as set forth in Section 5.7(con Schedule 3.4(i), including under the Swap and the Third Amended and Restated Credit Agreement, dated as of October 29, 2004, among the Company, Seller and the other parties appearing on the signature pages thereto; (j) Legal opinion each other Seller Ancillary Agreement to which the Company, Seller or any direct or indirect equity holder of counsel Seller is a party, duly executed by Seller, the Company, and/or such other parties, as applicable; (k) a certificate representing the Unit, duly endorsed for transfer or with unit powers affixed thereto executed in blank in proper form for transfer; (l) a certificate, duly executed and acknowledged, in form and substance reasonably satisfactory to the Buyer, to the effect that Seller substantially in is not a foreign Person for purposes of Sections 897 and 1445 of the form attached hereto as Exhibit DCode; and (km) Evidence that Opco's participation in all books and records of Parent, Seller, the Accounts Receivable Facility will be terminated Company and each Subsidiary except as of the Closing Date and that, after the Closing Date, Opco shall no longer be bound thereby nor have any liability thereunder.set forth on Schedule I hereto. ARTICLE IV

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article XSections 7.1 and 7.3, at Closing the Closing, Seller shall deliver (or cause to Buyer be delivered) to Purchaser all of the following: (a) Certificate of A certificate executed by the secretary or an assistant secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to BuyerPurchaser, as to to: (i) the Certificate certificate of Incorporation incorporation of each of Seller and the lack of amendments thereto, Company; (ii) the Byby-laws of Seller, each of Seller and the Company; (iii) the resolutions of the board of directors of Seller authorizing the execution and performance of this Agreement, any Agreement and the Seller Ancillary Agreement Agreements and the consummation of the transactions contemplated hereby and thereby thereby; and (iv) the incumbency and signatures of the officers of Seller executing this Agreement and any the Seller Ancillary AgreementAgreements; (b) The certificates representing all of the Shares, duly endorsed in blank or accompanied by duly executed stock powers; (c) The certificate contemplated by Section 9.1Sections 7.2(c) and 7.2(e), duly executed by a duly authorized officer of Seller; (c) An agreement duly executed by the Company terminating that certain Sublease Agreement, dated as of June 30, 2010, by and between Envestnet Asset Management, Inc. and the Company, substantially on the terms and conditions set forth on Schedule 1.1(d); (d) The written resignations of the officers designated 00 Xxxxx Xxxxxx Sublease duly executed by Buyer at least three business days prior to Closing and all directors of each of the CompaniesFortis Investment Management USA, Inc.; (e) The stock book, stock ledger, minute books, corporate seal and other corporate books and records Evidence to the reasonable satisfaction of each Purchaser of the Companiesdue execution by Seller and the Company of the One Winthrop Square Assignment; (f) Executed documents Each Seller Ancillary Agreement, duly executed by Seller or other instruments in form reasonably satisfactory to Buyer that release the Encumbrances on the Shares and the assets Affiliate of the Companies and any further liabilities under the Security DocumentsSeller party thereto; (g) If not previously delivered A CD-ROM containing all of the documents available to Buyer, all other documents, certificates, instruments and writings required pursuant hereto to be delivered by or on behalf Purchaser in the online data room established in connection with this Agreement as of Seller at or before Closing;the date hereof; and (h) An executed termination Stock certificates representing all of the Shared Space Shares, free and Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant to which Opco shall be relieved clear of any present all Encumbrances except for those created by Purchaser or future obligation or liability thereunder; (i) Evidence of compliance by the Seller of its agreement set forth in Section 5.7(c); (j) Legal opinion of counsel to Seller substantially in the form attached hereto as Exhibit D; and (k) Evidence that Opco's participation in the Accounts Receivable Facility will be terminated as arising out of the Closing Date acquisition or ownership of the Shares by Purchaser and thatother than restrictions on transfer of unregistered securities arising under applicable federal, after the Closing Datestate or foreign securities Laws, Opco shall no longer be bound thereby nor have any liability thereunderduly executed in blank or accompanied by duly executed instruments of transfer.

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article XArticles VIII and IX, at the Closing Seller shall deliver to Buyer all of the following: (a) Certificate of the secretary or an assistant secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) no amendments to the Certificate of Incorporation amended and restated charter of Seller and the lack of amendments thereto, since a specified date; (ii) the By-laws amended and restated bylaws of Seller, ; (iii) the resolutions of the board Board of directors Directors of Seller authorizing the execution and performance of this Agreement, any Seller Ancillary Agreement to which Seller is a party and the transactions contemplated hereby and thereby thereby; and (iv) incumbency and signatures of the officers of Seller executing this Agreement and any Seller Ancillary AgreementAgreement to which Seller is a party; (b) Certificate of the secretary or an assistant secretary of each Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) the articles of incorporation of such entity and (ii) the by-laws of such entity; (c) The certificates certificate(s), if any, representing all of the Shares, duly endorsed in blank or accompanied by duly executed stock powerspowers or similar instruments of assignment; (cd) The certificate contemplated by Section 9.18.5, duly executed by a duly authorized officer of Seller; (de) The Software License Agreement, the CLL Licensed Departments Agreement (if not previously executed), the Transition Services Agreement, the Birmingham Sublease and the Private Brands Agreement, in each case, duly executed on behalf of Seller or its Affiliates; (f) The written resignations of the officers designated by Buyer at least three business days prior to Closing and all directors of each of the Companies; (e) The stock book, stock ledger, minute books, corporate seal and other corporate books and records of each of the Companies; (f) Executed documents or other instruments in form reasonably satisfactory to Buyer that release the Encumbrances on the Shares and the assets of the Companies and any further liabilities under the Security Documents; (g) If not previously delivered to Buyer, all other documents, certificates, instruments and writings Any real estate transfer Tax declarations required pursuant hereto to be delivered by executed or on behalf of Seller at or before Closing;filed; and (h) An Internal Revenue Service Form 8023, with Sections B and C thereof completed and duly executed termination by a duly authorized officer of the Shared Space and Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant to which Opco shall be relieved of any present or future obligation or liability thereunder; (i) Evidence of compliance by the Seller of its agreement set forth in Section 5.7(c); (j) Legal opinion of counsel to Seller substantially in the form attached hereto as Exhibit D; and (k) Evidence that Opco's participation in the Accounts Receivable Facility will be terminated as of the Closing Date and that, after the Closing Date, Opco shall no longer be bound thereby nor have any liability thereunderSeller.

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the applicable conditions set forth in Article X, at the Closing Seller shall deliver to Buyer all of the following: (a) Certificates of incorporation and formation of the Company and of the Subsidiary, each certified as of a recent date by the Secretary of State of Delaware; (b) Certificates of good standing of the Company and of the Subsidiary, each issued as of a recent date by the Secretary of State of Delaware; (c) Certificate of incorporation, as amended, of AMR, certified as of a recent date by the Secretary of State of Delaware; (d) A certificate of good standing of AMR, issued as of a recent date by the Secretary of State of Delaware; (e) The certificate contemplated by Section 9.1, duly executed by a duly authorized officer of Seller; (f) Certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed by AMR; (g) Duly executed original counterparts on behalf of AMR of the Transition Services Agreement, and the Stockholders’ Agreement; (h) Duly executed original counterparts of the AAdvantage Participation Agreement and the Travel Privileges Agreement, executed on behalf of AA; (i) Certificate of the secretary or an assistant secretary of SellerAMR, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) the Certificate receipt of Incorporation of Seller Client Consents or Fund approvals contemplated in Sections 7.6, 7.7 and the lack of amendments thereto, 7.8; and (ii) the By-laws of Seller, (iii) the resolutions amount of the board of directors of Seller authorizing the execution and performance of this Agreement, any Seller Ancillary Agreement and the transactions Closing Revenue Run-Rate as contemplated hereby and thereby and (iv) incumbency and signatures of the officers of Seller executing this Agreement and any Seller Ancillary Agreement; (b) The certificates representing all of the Shares, duly endorsed in blank or accompanied by duly executed stock powers; (c) The certificate contemplated by Section 9.1, duly executed by a duly authorized officer of Seller; (d) The written resignations of the officers designated by Buyer at least three business days prior to Closing and all directors of each of the Companies; (e) The stock book, stock ledger, minute books, corporate seal and other corporate books and records of each of the Companies; (f) Executed documents or other instruments in form reasonably satisfactory to Buyer that release the Encumbrances on the Shares and the assets of the Companies and any further liabilities under the Security Documents; (g) If not previously delivered to Buyer, all other documents, certificates, instruments and writings required pursuant hereto to be delivered by or on behalf of Seller at or before Closing; (h) An executed termination of the Shared Space and Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant to which Opco shall be relieved of any present or future obligation or liability thereunder; (i) Evidence of compliance by the Seller of its agreement set forth in Section 5.7(c)9.5; (j) Legal opinion Duly executed employment agreements between the Company and each of counsel to Seller substantially Xxxxxxx X. Xxxxx and Xxxxxxx Xxxxxx, on terms and conditions customary in the form attached hereto as Exhibit DBusiness and reasonably acceptable to Buyer, Seller and such persons; (k) Duly executed letters of resignation of each of the directors of the Company and Subsidiary; and (kl) Evidence that Opco's participation in the Accounts Receivable Facility will be terminated as Each of the Closing Date and that, after other instruments or documents required to be delivered by the Closing Date, Opco shall no longer be bound thereby nor have any liability thereunderCompany hereunder.

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article XArticles VIII and IX, at the Closing Seller shall deliver to Buyer all of the following: (a) Certificate of the secretary or an assistant secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) no amendments to the Certificate of Incorporation amended and restated charter of Seller and the lack of amendments thereto, since a specified date; (ii) the By-laws amended and restated bylaws of Seller, ; (iii) the resolutions of the board Board of directors Directors of Seller authorizing the execution and performance of this Agreement, any Seller Ancillary Agreement to which Seller is a party and the transactions contemplated hereby and thereby thereby; and (iv) incumbency and signatures of the officers of Seller executing this Agreement and any Seller Ancillary AgreementAgreement to which Seller is a party; (b) Certificate of the secretary or an assistant secretary of each Company and XxXxx’x, Inc., Saks Distribution Centers, Inc. and McRIL, LLC, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) the certificate of incorporation or similar organizational document of such entity and (ii) the by-laws or similar organizational document of such entity; (c) The certificates certificate(s), if any, representing all of the SharesSecurities, duly endorsed in blank to Buyer or accompanied by duly executed stock powerspowers or similar instruments of assignment with regard to uncertificated Securities; (cd) The certificate contemplated by Section 9.18.5, duly executed by a duly authorized officer of Seller; (d) The written resignations of the officers designated by Buyer at least three business days prior to Closing and all directors of each of the Companies; (e) The stock bookPrivate Brands Agreement, stock ledgerTrademark License Agreement, minute booksSoftware License Agreement, corporate seal the Buyer Transition Services Agreement, the CLL Licensed Department Agreements (if not previously executed) and other corporate books and records the Seller Transition Services Agreement, in each case, duly executed on behalf of each of Seller and, where applicable, the Companies; (f) Executed documents The written resignations of the directors or other instruments in form reasonably satisfactory to Buyer that release the Encumbrances on the Shares and the assets managers, as applicable, of the Companies and any further liabilities under the Security DocumentsTransferring Subsidiaries; (g) If not previously delivered to Buyer, all other documents, certificates, instruments and writings Any real estate transfer Tax declarations required pursuant hereto to be delivered by executed or on behalf of Seller at or before Closing;filed; and (h) An Internal Revenue Service Form 8023, with Sections B and C thereof completed and duly executed termination by a duly authorized officer of the Shared Space and Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant to which Opco shall be relieved of any present or future obligation or liability thereunder; (i) Evidence of compliance by the Seller of its agreement set forth in Section 5.7(c); (j) Legal opinion of counsel to Seller substantially in the form attached hereto as Exhibit D; and (k) Evidence that Opco's participation in the Accounts Receivable Facility will be terminated as of the Closing Date and that, after the Closing Date, Opco shall no longer be bound thereby nor have any liability thereunderSeller.

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article X10, at Closing Seller shall deliver to Buyer all of the following: (a) Certificate A certificate of the secretary Secretary or an assistant secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to Assistant Secretary (ior other similar official) the Certificate of Incorporation of Seller and certifying to the lack approval of amendments thereto, (ii) the By-laws of Seller, (iii) the resolutions of the board of directors of Seller authorizing the execution and performance delivery of this Agreement, any Seller Ancillary Agreement and the consummation of the transactions contemplated hereby hereby, and thereby and (iv) the incumbency and signatures of the officers of persons authorized by Seller executing to execute this Agreement and any each Seller Ancillary Document or instrument executed by Seller in connection with this Agreement; (b) The certificates representing all Certificate of good standing of Seller, issued as of a recent date by the Secretary of State of the Shares, duly endorsed in blank or accompanied by duly executed stock powersState of Delaware; (c) The certificate contemplated by Section 9.1Xxxx of Sale, in the form of Exhibit M, to Buyer duly executed by a duly authorized officer of Seller; (d) The written resignations of the officers designated Assignment and Assumption Agreement, duly executed by Buyer at least three business days prior to Closing and all directors of each of the CompaniesSeller; (e) The stock book, stock ledger, minute books, corporate seal and Certificates of title or origin (or like documents) with respect to any vehicles or other corporate books and records equipment included in the Purchased Assets for which a certificate of each of the Companiestitle or origin is required in order to transfer title; (f) Executed documents All consents, waivers or other instruments in form reasonably satisfactory approvals obtained by Seller with respect to Buyer that release the Encumbrances on Purchased Assets or the Shares and the assets consummation of the Companies and any further liabilities under the Security Documentstransactions contemplated by this Agreement; (g) If not previously delivered Assignments to BuyerBuyer of all registered patents, all other documentstrademarks and copyrights included in the Purchased Assets, certificates, instruments and writings required pursuant hereto to be delivered duly executed by or on behalf of Seller at or before ClosingSeller; (h) An The GE Capital Subleases, each duly executed termination of the Shared Space and Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant to which Opco shall be relieved of any present or future obligation or liability thereunderby Seller; (i) Evidence of compliance The IT Services Agreement, duly executed by the Seller of its agreement set forth in Section 5.7(c)Seller; (j) Legal opinion of counsel to Seller substantially in the form attached hereto as Exhibit D; andThe Services Agreement, duly executed by Seller; (k) Evidence that Opco's participation in the Accounts Receivable Facility will be terminated as of the Closing Date and thatThe Fort Xxxxx Lease, after the Closing Date, Opco shall no longer be bound thereby nor have any liability thereunder.duly executed by Seller;

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article X, at Closing the Closing, Seller shall deliver to Buyer all of the following: (a) Certificate The certificate of the secretary or an assistant secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to the (i) the Certificate certificate of Incorporation formation of Seller and the lack of amendments theretoSeller, (ii) the By-laws of Seller’s limited liability company agreement, (iii) the resolutions of the board of directors manager of Seller authorizing the execution and performance of this Agreement, any Seller Ancillary Agreement to which Seller is a party and the transactions contemplated hereby and thereby thereby, and (iv) incumbency and signatures of the officers officer of Seller executing this Agreement and any Seller Ancillary AgreementAgreement to which Seller is a party; (b) A certificate of the secretary or an assistant secretary of each Acquired Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to the (i) charter or certificate of formation, as applicable, of such Acquired Company and (ii) the by-laws or limited liability company agreement, as applicable, of such Acquired Company; (c) The certificates certificates, if any, representing all of the Sharesequity interests of each Acquired Company, duly endorsed in blank or accompanied by duly executed stock powerstogether with appropriate instruments of transfer to convey the Membership Interests and the Transferred Partnership Interest to Buyer; (cd) Good standing certificates for each Acquired Company from the jurisdiction of each such Acquired Company’s organization, if applicable; (e) A non-foreign affidavit dated as of the Closing Date in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that Seller is not a “Foreign Person” as defined in Section 1445 of the Code; (f) Evidence, reasonably satisfactory to Buyer that the LandCare USA name and xxxx have been assigned to an Acquired Company; provided, that Buyer acknowledges that such name and xxxx is unregistered and that Seller makes no representation or warranty to Buyer or any Acquired Company in respect of such name and xxxx (g) The certificate contemplated by Section 9.1, duly executed by a duly authorized officer of Seller; (d) The written resignations of the officers designated by Buyer at least three business days prior to Closing and all directors of each of the Companies; (e) The stock book, stock ledger, minute books, corporate seal and other corporate books and records of each of the Companies; (f) Executed documents or other instruments in form reasonably satisfactory to Buyer that release the Encumbrances on the Shares and the assets of the Companies and any further liabilities under the Security Documents; (g) If not previously delivered to Buyer, all other documents, certificates, instruments and writings required pursuant hereto to be delivered by or on behalf of Seller at or before Closing;; and (h) An Duly executed termination original counterparts of each Seller Ancillary Agreement other than the Shared Space and Transition Services Agreement, dated November 16the Trademark License Agreement and the Spray Agreement, 1998 between SFFC and Opco, pursuant to each of which Opco shall be relieved of any present or future obligation or liability thereunder; (i) Evidence of compliance by the Seller of its agreement set forth in Section 5.7(c); (j) Legal opinion of counsel to Seller substantially in the form attached hereto as Exhibit D; and (k) Evidence that Opco's participation in the Accounts Receivable Facility will be terminated is executing as of the Closing Date and that, after the Closing Date, Opco shall no longer be bound thereby nor have any liability thereunderdate hereof.

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article X, at the Closing Seller Sellers shall deliver to Buyer all of the following: (a) Certificate of good standing (or other equivalent status) of each Seller and Newco Brazil, issued as of a recent date by an authorized representative of the jurisdiction under which such Seller or Newco Brazil was formed; (b) Certificates of the secretary or an assistant secretary of each Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) the Certificate charter and by-laws or similar organizational documents of Incorporation of each Seller and the lack of amendments thereto, Newco Brazil; (ii) the By-laws of Seller, (iii) the resolutions of the board Board of directors Directors of such Seller authorizing the execution and performance of this Agreement, any Seller Ancillary Agreement to which such Seller is a party and the transactions contemplated hereby and thereby thereby; and (iviii) incumbency and signatures of the officers of such Seller executing this Agreement and any Seller Ancillary AgreementAgreement to which such Seller is a party; (bc) The certificates certificate(s) or other evidences of ownership representing all of the Newco Brazil Shares, duly endorsed in blank to Buyer or accompanied by duly executed stock powerspowers or duly executed assignments, as the case may be; (cd) The certificate contemplated by Section 9.1, duly executed by a duly authorized officer of Seller; (d) The written resignations of the officers designated by Buyer at least three business days prior to Closing and all directors of each of the CompaniesSeller; (e) The stock book, stock ledger, minute books, corporate seal Xxxx of Sale and other corporate books and records Instrument of each of the CompaniesAssignment(s) duly executed by Asset Sellers; (f) Executed documents Certificates of title or origin (or like documents) with respect to any vehicles or other instruments equipment included in form reasonably satisfactory the Purchased Assets for which a certificate of title or origin is required in order to Buyer that release the Encumbrances on the Shares and the assets of the Companies and any further liabilities under the Security Documentstransfer title; (g) If not previously delivered A special warranty deed or similar instrument with respect to Buyereach of the parcels of the Transferred Real Property, all other documents, certificates, instruments and writings required pursuant hereto to be delivered duly executed by or on behalf of Seller at or before ClosingAsset Sellers; (h) An executed termination Assignments of each of the Shared Space and Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant Leased Properties which have been obtained prior to which Opco shall be relieved of any present or future obligation or liability thereunderClosing; (i) Evidence Any real estate transfer Tax declarations required to be executed or filed in connection with the transfer of compliance by the Seller of its agreement set forth in Section 5.7(c)Purchased Assets; (j) Legal opinion The Buyer Services Agreement and the Sellers Transition Services Agreement, duly executed by Sellers; (k) The Licensed Patents License Agreement and the Side License Agreement, in each case duly executed by Viskase; (l) A legal opinion(s) of counsel to Seller Sellers, substantially in the form attached hereto as Exhibit DH; and (km) Evidence that Opco's participation in Such other bills of sale, assignment and other instruments of transfer or conveyance as may be otherwise necessary to evidence and effect the Accounts Receivable Facility will be terminated as sale, assignment, transfer, conveyance and delivery of the Closing Date and that, after the Closing Date, Opco shall no longer be bound thereby nor have any liability thereunderPurchased Assets.

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article Articles IX and X, at the Closing Seller shall deliver to Buyer all of the following: (a) Certificate certificate of the secretary or an assistant secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) no amendments to the Certificate of Incorporation amended and restated charter of Seller and the lack of amendments thereto, since a specified date; (ii) the By-laws amended and restated bylaws of Seller, ; (iii) the resolutions of the board Board of directors Directors of Seller authorizing the execution and performance of this Agreement, any the Seller Ancillary Agreement Agreements and the transactions contemplated hereby and thereby thereby; and (iv) incumbency and signatures of the officers of Seller executing this Agreement and or any Seller Ancillary Agreement; (b) The certificates representing all certificate of an executive officer of Seller, dated the Closing Date, in form and substance reasonably acceptable to Buyer, as to the amount of the Shares, duly endorsed in blank Xxxxxxxxx Creek Contributions received by or accompanied by duly executed stock powerscredited to Saks or Seller or any of their Affiliates prior to the Cut-Off Date; (c) The the certificate contemplated by Section 9.19.5, duly executed by a duly authorized officer of Seller; (d) The written resignations the IP License Agreement, the Transition Services Agreement and the Private Brands Agreement, in each case duly executed on behalf of the officers designated by Buyer at least three business days prior to Closing and all directors of each of the CompaniesSeller; (e) The stock bookthe Xxxx of Sale, stock ledgerAssignment and Assumption Agreement, minute books, corporate seal Grant Deeds (with respect to the Owned Real Estate and other corporate books and records of each which shall be modified to conform to the particular requirements of the Companiesjurisdictions in which the Owned Real Estate is located) and the Assignment and Assumption Agreement (Real Estate) for each Store that is included in the Leased Real Estate (which shall be modified to conform to the particular requirements of the jurisdictions in which the Real Estate is located), in each case duly executed on behalf of Seller or one or more of its Affiliates; (f) Executed documents any other assignments and endorsements, without recourse or representation (other instruments in form than as set forth herein), that may be reasonably satisfactory necessary to transfer the Assets to Buyer that release in proper form and suitable for filing with the Encumbrances on the Shares and the assets of the Companies and any further liabilities under the Security Documentsappropriate Governmental Body; (g) If not previously delivered to Buyer, all other documents, certificates, instruments and writings any real estate transfer Tax declarations required pursuant hereto to be delivered by executed or on behalf filed in connection with the transfer of Seller at or before Closingthe Real Estate; (h) An executed termination real estate estoppel letters in substantially the form of Exhibit V from the landlords of the Shared Space and Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant to which Opco shall be relieved of any present or future obligation or liability thereunderLeased Real Estate described therein; (i) Evidence of compliance by such other certificates, documents and instruments as Buyer reasonably requests related to the Seller of its agreement set forth in Section 5.7(c);transactions contemplated hereby; and (j) Legal opinion of counsel to Seller an affidavit, substantially in the form attached hereto as of Exhibit D; and (k) Evidence P, made under penalties of perjury and duly executed by Seller that Opcoprovides Seller's participation in the Accounts Receivable Facility will be terminated as United States taxpayer identification number and states that Seller is not a foreign person for purposes of Section 1445 of the Closing Date and that, after the Closing Date, Opco shall no longer be bound thereby nor have any liability thereunderCode.

Seller’s Closing Date Deliveries. Subject to fulfillment or -------------------------------- waiver (where permissible) of the conditions set forth in Article X, at the --------- Closing Seller shall deliver to Buyer all of the following: (a) Copies of the Certificate of Incorporation of Seller certified as of a recent date by the Secretary of State of the State of Delaware; (b) Certificate of good standing of Seller issued as of a recent date by the Secretary of State of the State of Delaware; (c) Certificate of the secretary or an assistant secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) the lack of amendments to the Certificate of Incorporation of Seller and since the lack date of amendments thereto, the certificate specified in clause (a) above; (ii) the By-by- laws of Seller, ; (iii) the resolutions of the board Board of directors Directors of Seller authorizing the execution and performance of this Agreement, any Seller Ancillary Agreement and the transactions contemplated hereby and thereby thereby; and (iv) incumbency and signatures of the officers of Seller executing this Agreement and any Seller Ancillary Agreement; (bd) Copies of the Certificate of Incorporation of TEC certified as of a recent date by the Secretary of State of the State of Delaware; (e) Certificate of good standing of TEC issued as of a recent date by the Secretary of State of the State of Delaware; (f) Certificate of the secretary or an assistant secretary of TEC, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) the lack of amendments to the Certificate of Incorporation of TEC since the date of the certificate specified in clause (d) above; (ii) the by- laws of TEC; and (iii) any resolutions of the Board of Directors of TEC relating to the transactions contemplated by this Agreement; (g) Copies of the Articles of Incorporation of Landoll certified as of a recent date by the Secretary of State of the State of Ohio; (h) Certificate of good standing of Landoll issued as of a recent date by the Secretary of State of the State of Ohio; (i) Certificate of the secretary or an assistant secretary of Landoll, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) the lack of amendments to the Articles of Incorporation of Landoll since the date of the certificate specified in clause (g) above; (ii) the Code of Regulations of Landoll; and (iii) any resolutions of the Board of Directors of Landoll relating to the transactions contemplated by this Agreement; (j) Copies of the charter documents of each U.S. Subsidiary certified as of a recent date by the Secretary of State of the state of its incorporation; (k) Copies of the organizational documents of each foreign Subsidiary certified by the relevant authority of the jurisdiction of its incorporation, if applicable; (l) Certificate of good standing (or other equivalent certification, if any) of each Subsidiary issued as of a recent date by the Secretary of State or other relevant authority of the state or jurisdiction of its incorporation, if applicable; (m) Certificates dated a recent date of the Secretary of State of each state in which each Company is qualified to do business as a foreign corporation under the laws of each such state; (n) Certificates dated a recent date of the Secretary of State or, if applicable, other relevant authority of each state or jurisdiction in which each Subsidiary is qualified to do business as a foreign corporation under the laws of each such state or jurisdiction; (o) Bring-down" certificates of good standing of each Company dated within five days of the Closing Date (unless the corresponding certificates described in clauses (e) and (h) are dated within five business days of the Closing Date); (p) Bring-down" certificates of good standing of each Subsidiary dated within five days of the Closing Date (unless the certificate described in clause (l) of such Subsidiary is dated within five business days of the Closing Date); (q) All consents, amendments, waivers and other agreements agreed herein to be delivered on the Closing Date; (r) The certificates representing all of the Shares, duly endorsed in blank to Buyer or accompanied by duly executed and witnessed stock powerspowers duly endorsed to Buyer with appropriate transfer tax stamps, if any, affixed; (cs) The certificate contemplated by Section 9.1, duly executed by a ----------- duly authorized officer of Seller; (dt) The written resignations of the directors (and any officers designated specified by Buyer at least in writing not less than three business days prior to the Closing and all directors of each of the Companies; (eDate) The stock book, stock ledger, minute books, corporate seal and other corporate books and records of each of the Companies; (f) Executed documents or other instruments in form reasonably satisfactory to Buyer that release the Encumbrances on the Shares and the assets of the Companies and any further liabilities under the Security DocumentsSubsidiaries; (gu) If not previously delivered Such other bills of sale, assignments and other instruments of transfer or conveyance as Buyer may reasonably request or as may be otherwise reasonably necessary to Buyer, all other documents, certificates, instruments put Buyer in actual possession and writings required pursuant hereto to be delivered by or on behalf of Seller at or before Closing; (h) An executed termination control of the Shared Space Business; provided that Seller shall not be required to incur any expense in connection therewith and Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant Buyer shall not be required to which Opco shall be relieved of pay any present or future obligation or liability thereunder; (i) Evidence of compliance by the Seller of its agreement set forth in Section 5.7(c); (j) Legal opinion of counsel to Seller substantially in the form attached hereto as Exhibit Dadditional consideration therefor; and (kv) Evidence that Opco's participation in the Accounts Receivable Facility will be terminated as of the Closing Date Any stock records and that, after the Closing Date, Opco shall no longer be bound thereby nor have any liability thereunderminutes books for each Company and each subsidiary.

Seller’s Closing Date Deliveries. Subject At or prior to fulfillment or waiver of Closing, the conditions set forth in Article X, at Closing Seller Sellers shall deliver to Buyer all and/or Eastern (as instructed by Buyer and Eastern) each of the following: (a) Certificate A certificate, dated as of the Closing Date, signed by an officer of FMRX, Familymeds and Arrow to the effect set forth in clauses (a) and (b) of Section 9.2; (b) Certificates of the secretary or an assistant secretary of Sellereach of FMRX, Familymeds and Arrow, respectively, dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) the Certificate certificate or Articles of Incorporation of Seller each of FMRX, Familymeds and the lack of amendments theretoArrow, respectively; (ii) the Byby-laws (or similar document) of Sellereach of FMRX, Familymeds and Arrow, respectively; (iii) the resolutions authority of each of FMRX, Familymeds and Arrow, respectively, regarding the board of directors of Seller authorizing the due execution and performance of this Agreement, any Seller Ancillary Agreement and the transactions contemplated hereby and thereby and transactions; (iv) the good standing of FMRX, Familymeds and Arrow, respectively, in their respective states of incorporation; and (v) the incumbency and signatures of the officers of Seller each of FMRX, Familymeds and Arrow, respectively, executing this Agreement and any Seller Ancillary Agreement; (b) The certificates representing all of the Shares, duly endorsed in blank document or accompanied by duly executed stock powersagreement required to be delivered hereunder; (c) The certificate contemplated by Section 9.1Instrument of Assignment and Assumption with respect to the File-Transfer Assets, duly executed by a duly an authorized officer of SellerFMRX, Familymeds and Arrow; (d) The written resignations Indemnity Escrow Agreement, duly executed by an authorized officer of the officers designated by Buyer at least three business days prior to Closing FMRX, Familymeds and all directors of each of the CompaniesArrow; (e) The stock bookRequired Worksite Consents, stock ledgerto the extent obtained by the Sellers, minute booksduly executed by an authorized officer of FMRX, corporate seal Familymeds and other corporate books Arrow, as applicable, and records of each of the Companiesthird party to such Assumed Worksite Agreement; (f) Executed documents or other instruments in form reasonably satisfactory to Buyer that release the Encumbrances on the Shares The Other Lease Amendments and the assets Required Lease Consents, in each case to the extent obtained by the Sellers, duly executed by an authorized officer of the Companies FMRX, Familymeds and any further liabilities under the Security DocumentsArrow, as applicable, and each third party to such Assumed Real Estate Lease; (g) If not previously delivered An opinion of counsel to Buyer, all other documents, certificates, instruments and writings required pursuant hereto the Sellers with respect to be delivered by or the matters set forth on behalf of Seller at or before ClosingExhibit D; (h) An executed termination of The Patient Charges Certificate with respect to the Shared Space and Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant to which Opco shall be relieved of any present or future obligation or liability thereunderFile-Transfer Locations; (i) Evidence of compliance Any documents required to be delivered by the Seller Sellers to release all Encumbrances (except Permitted Encumbrances) on the Purchased Assets, including customary pay-off letters or similar acknowledgements of its agreement set the discharge of any indebtedness for borrowed money of the Sellers setting forth in Section 5.7(c); (j) Legal opinion of counsel to Seller substantially in the form attached hereto as Exhibit D; and (k) Evidence that Opco's participation in the Accounts Receivable Facility will be terminated amount owed as of the Closing Date and thatindicating that upon payment of such amount, after such indebtedness will be discharged in full and all related Encumbrances (except Permitted Encumbrances) on the Purchased Assets will be released and removed; (j) The Powers of Attorney as contemplated by Section 7.14(c), duly executed by authorized officers of FMRX, Familymeds and Arrow; (k) Unless the Tupelo Property is excluded pursuant to Section 7.22, a deed with respect to the Tupelo Property duly executed by the Sellers; (l) The Estimated Inventory Certificate; (m) The Closing Date Shared Expenses Schedule, duly executed by an authorized officer of FMRX, Familymeds and Arrow; (n) Possession of the File-Transfer Inventory and the File-Transfer Records in accordance with Section 7.3; (o) A schedule showing the amount of accrued and unpaid sales and use Taxes as of a date within five (5) days of the Closing Date, Opco shall no longer ; and (p) Such other instruments or documents as may be bound thereby nor have any liability thereundernecessary or appropriate to carry out the transactions contemplated hereby.

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article XIX, at Closing the Closing, Seller shall deliver to Buyer all of the following: (a) a copy of the Certificate of Formation of the Company certified as of a recent date by the Secretary of State of the State of Delaware; (b) certificates of good standing of Seller and the Company issued as of a recent date by the Secretary of State of the State of Delaware; (c) a certificate of the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to: (i) no amendments to the Certificate of Formation of the Company since the date specified in clause (a); (ii) the Limited Liability Company Agreement of the Company in effect as of the Closing Date; and (iii) the resolutions of the Board of Managers of the Company authorizing the execution and performance of this Agreement, each Seller Ancillary Agreement to which the Company or any Subsidiary is a party and the transactions contemplated hereby and thereby; (d) a certificate of the secretary or an assistant secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to to: (i) the Certificate of Incorporation Formation of Seller and in effect as of the lack of amendments thereto, Closing Date; (ii) the By-laws Third Amended and Restated Limited Liability Company Agreement of Seller, Seller in effect as of the Closing Date; and (iii) the resolutions of the board Board of directors Managers of Seller authorizing the execution and performance of this Agreement, any each Seller Ancillary Agreement to which Seller is a party and the transactions contemplated hereby and thereby and thereby; (ive) incumbency and signatures all consents, waivers or approvals required to be obtained by the Company with respect to the consummation of the officers of Seller executing transactions contemplated by this Agreement and or any Seller Ancillary AgreementAgreement and set forth on Schedule 3.4(e); (bf) The certificates representing all of the Shares, duly endorsed in blank or accompanied by duly executed stock powers; (c) The certificate contemplated by Section 9.18.1, duly executed by a duly authorized officer of Parent, the Company or Seller; (d) The written resignations of the officers designated by Buyer at least three business days prior to Closing and all directors of each of the Companies; (e) The stock book, stock ledger, minute books, corporate seal and other corporate books and records of each of the Companies; (f) Executed documents or other instruments in form reasonably satisfactory to Buyer that release the Encumbrances on the Shares and the assets of the Companies and any further liabilities under the Security Documentsas applicable; (g) If not previously delivered to Buyer, all other documents, certificates, instruments the written resignations of each manager of the Company’s and writings required pursuant hereto to be delivered by or on behalf each Subsidiary’s Board of Seller at or before ClosingManagers; (h) An executed termination of the Shared Space and Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant to which Opco shall be relieved of any present or future obligation or liability thereunder[Intentionally omitted]; (i) Evidence of compliance by the Seller of its agreement Payoff Letters with respect to all Indebtedness to be repaid at Closing as set forth in Section 5.7(con Schedule 3.4(i), including under the Swap and the Third Amended and Restated Credit Agreement, dated as of October 29, 2004, among the Company, Seller and the other parties appearing on the signature pages thereto; (j) Legal opinion each other Seller Ancillary Agreement to which the Company, Seller or any direct or indirect equity holder of counsel Seller is a party, duly executed by Seller, the Company, and/or such other parties, as applicable; (k) a certificate representing the Unit, duly endorsed for transfer or with unit powers affixed thereto executed in blank in proper form for transfer; (l) a certificate, duly executed and acknowledged, in form and substance reasonably satisfactory to the Buyer, to the effect that Seller substantially in is not a foreign Person for purposes of Sections 897 and 1445 of the form attached hereto as Exhibit DCode; and (km) Evidence that Opco's participation in all books and records of Parent, Seller, the Accounts Receivable Facility will be terminated Company and each Subsidiary except as of the Closing Date and that, after the Closing Date, Opco shall no longer be bound thereby nor have any liability thereunderset forth on Schedule I hereto.

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article X, at the Closing Seller shall deliver (or cause to be delivered) to Buyer all of the following: (a) Certificate a certificate of the secretary or an assistant secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to to: (i) the Certificate of Incorporation of Seller and the lack of amendments thereto, Seller; (ii) the By-laws Laws of Seller, ; and (iii) the resolutions of the board of directors of Seller authorizing the execution and performance of this Agreement, any the Seller Ancillary Agreement Agreements and the transactions contemplated hereby and thereby and (iv) incumbency and signatures of the officers of Seller executing this Agreement and any Seller Ancillary Agreementthereby; (b) The stock certificates representing all of the Shares, duly endorsed executed in blank or accompanied by duly executed stock powersinstruments of transfer, free and clear of all Encumbrances; (c) The certificate contemplated by Section 9.1the Transition Services Agreements, duly executed by a duly authorized officer of Seller; (d) The written resignations of the officers designated IP Assignment Agreement, duly executed by Buyer at least three business days prior to Closing and all directors of each of the CompaniesSeller; (e) The stock bookthe IP License Agreement, stock ledger, minute books, corporate seal and other corporate books and records of each of the Companiesduly executed by Seller; (f) Executed documents or other instruments in form reasonably satisfactory to Buyer that release the Encumbrances on the Shares and the assets of the Companies and any further liabilities under the Security DocumentsJoint Ownership Agreement, duly executed by Seller; (g) If not previously delivered to Buyerthe Joint IP Assignment Agreement, all other documents, certificates, instruments and writings required pursuant hereto to be delivered duly executed by or on behalf of Seller at or before ClosingSeller; (h) An the Real Estate Lease, duly executed termination of the Shared Space and Services Agreementby Waltrust Properties, dated November 16Inc., 1998 between SFFC and Opco, pursuant to which Opco shall be relieved of any present or future obligation or liability thereundera Delaware corporation; (i) Evidence of compliance the Escrow Agreement, duly executed by the Seller of its agreement set forth in Section 5.7(c)Seller; (j) Legal opinion the Assignment of counsel Trademarks, duly executed by Seller; (k) the Assignment of Patents, duly executed by Seller; (l) a certificate of non-foreign status in accordance with Code Section 1445(b)(2) and Treasury Regulation Section 1.1445-2(b); (m) all consents, waivers and approvals that may be obtained by Seller with respect to Seller substantially in the form attached hereto as Exhibit Dconsummation of the transactions contemplated by this Agreement; and (kn) Evidence that Opco's participation in the Accounts Receivable Facility will be terminated as written resignations of the Closing Date directors and that, after officers of the Closing Date, Opco shall no longer be bound thereby nor have any liability thereunderCompany and WHI-IPA.

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article ARTICLE IX and ARTICLE X, at Closing the Closing, Seller shall deliver to Buyer all of the following: (a) Certificate a certificate of the secretary or an assistant secretary of SellerSeller Parent, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) no amendments to the Certificate certificate of Incorporation incorporation of Seller and the lack of amendments thereto, Parent since a specified date; (ii) the By-laws bylaws of Seller, Seller Parent; (iii) the resolutions of the board of directors of the Seller Parent authorizing the execution and performance of this Agreement, any Seller Parent Ancillary Agreement and the transactions contemplated hereby and thereby thereby; and (iv) incumbency and signatures of the officers of Seller Parent executing this Agreement and any Seller Parent Ancillary Agreement; (b) The certificates representing all a certificate of the Sharessecretary or an assistant secretary of the Company, duly endorsed dated the Closing Date, in blank or accompanied by duly executed stock powersform and substance reasonably satisfactory to Buyer, as to (i) no amendments to the certificate of incorporation of the Company since a specified date; (ii) the bylaws of the Company; (iii) the resolutions of (A) the board of directors of the Company and (B) the sole stockholder of the Company, authorizing the execution and performance of this Agreement, any Company Ancillary Agreement and the transactions contemplated hereby and thereby; and (iv) incumbency and signatures of the officers of the Company executing this Agreement and any Company Ancillary Agreement; (c) The the certificate contemplated by Section 9.19.6, duly executed by a duly authorized officer of SellerSeller Parent; (d) The written resignations the Transition Services Agreement, duly executed on behalf of the officers designated by Buyer at least three business days prior to Closing and all directors of each of the CompaniesNiSource Corporate Services Company; (e) The stock bookthe Xxxx of Sale (Company), stock ledger, minute books, corporate seal and other corporate books and records of each duly executed on behalf of the CompaniesCompany; (f) Executed documents or other instruments in form reasonably satisfactory to Buyer that release the Encumbrances Xxxx of Sale (Company Affiliate), duly executed on the Shares and the assets behalf of the Companies and any further liabilities under the Security DocumentsCompany Affiliate party thereto; (g) If not previously delivered to Buyerthe Xxxx of Sale (Seller Parent), all other documents, certificates, instruments and writings required pursuant hereto to be delivered by or duly executed on behalf of Seller at or before ClosingParent; (h) An the Intellectual Property Assignment Instrument, duly executed termination on behalf of the Shared Space and Services AgreementCompany, dated November 16, 1998 between SFFC and Opco, pursuant to which Opco shall be relieved of any present or future obligation or liability thereunder; (i) Evidence of compliance by the Seller of its agreement set forth in Section 5.7(c); (j) Legal opinion of counsel to Seller substantially in the form attached hereto as Exhibit DF; (i) an affidavit from the Company (or any other transferor of Purchased Assets) certifying that the Company (or such other transferor) is not a foreign person for purposes of Section 897 and 1445 of the Code, meeting the requirements of Treasury Regulation 1.1445-2(b)(2), and in a form reasonably acceptable to Buyer; and (kj) Evidence that Opco's participation in the Accounts Receivable Facility will be terminated as Deeds, duly executed on behalf of the Closing Date and that, after the Closing Date, Opco shall no longer be bound thereby nor have any liability thereunderCompany.

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article XSection 8.2, at the Closing Seller shall deliver or cause to be delivered to Buyer all of the following: (a) Certificate a certificate of an officer/manager of Seller certifying (i) copies of its certificate of formation as certified by the secretary or an assistant secretary Secretary of State of New Jersey, and operating agreement of Seller, dated as amended, (ii) a copy of the Closing Dateresolutions of the Managers and Members of Seller authorizing the execution, delivery and consummation of this Agreement and the Seller Transaction Agreements and the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (iii) the incumbency, offices and signatures of the officers/managers of Seller executing this Agreement and the Seller Transaction Agreements, in form and substance reasonably satisfactory to Buyer; (b) copies of all Governmental Approvals set forth in Section 4.3(b) of the Disclosure Schedules and all approvals, consents (including without limitation consents for certain key customer Contracts), and releases from and filings with Third Parties set forth in Section 4.3(b) of the Disclosure Schedules, which shall include the consents of Mxxxxx and Grange (the “Required Consents”); (c) a bxxx of sale, duly executed by Seller, substantially in the form of Exhibit G attached hereto (“Bxxx of Sale”); (d) the Assignment and Assumption Agreement, duly executed by Seller; (e) the Executive Employment Agreements, duly executed by each of Wxxxxxx Xxxxxxx, Jxxx Xxxxxxxx and Rxxxxx Xxxxxx; (f) the Trademark Assignment Agreement, duly executed by Seller; (g) the Patent Assignment Agreement, duly executed by Seller; (h) the Facilitation Agreement, duly executed by Seller; (i) a certificate of non-foreign status for purposes of Section 1445 of the Code in form and substance reasonably acceptable to Buyer; (j) a certificate, in form and substance reasonably satisfactory to Buyer, as to (i) the Certificate of Incorporation of Seller and the lack of amendments thereto, (ii) the By-laws of Seller, (iii) the resolutions of the board of directors of Seller authorizing the execution and performance of this Agreement, any Seller Ancillary Agreement and the transactions contemplated hereby and thereby and (iv) incumbency and signatures of the officers of Seller executing this Agreement and any Seller Ancillary Agreement; (b) The certificates representing all of the Shares, duly endorsed in blank or accompanied by duly executed stock powers; (c) The certificate contemplated by Section 9.1, duly executed by a duly authorized officer of Seller; (d) The written resignations of , certifying that the officers designated by Buyer at least three business days prior to Closing and all directors of each of the Companies; (e) The stock book, stock ledger, minute books, corporate seal and other corporate books and records of each of the Companies; (f) Executed documents or other instruments in form reasonably satisfactory to Buyer that release the Encumbrances on the Shares and the assets of the Companies and any further liabilities under the Security Documents; (g) If not previously delivered to Buyer, all other documents, certificates, instruments and writings required pursuant hereto to be delivered by or on behalf of Seller at or before Closing; (h) An executed termination of the Shared Space and Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant to which Opco shall be relieved of any present or future obligation or liability thereunder; (i) Evidence of compliance by the Seller of its agreement set forth conditions specified in Section 5.7(c); (j8.1(a) Legal opinion of counsel to Seller substantially in the form attached hereto as Exhibit Dhave been satisfied; and (k) Evidence that Opco's participation in such other instruments and documents which Buyer may reasonably deem necessary or as may be required to consummate the Accounts Receivable Facility will be terminated as of the Closing Date and that, after the Closing Date, Opco shall no longer be bound thereby nor have any liability thereundertransactions contemplated hereby.

Seller’s Closing Date Deliveries. Subject to fulfillment the satisfaction or waiver of the conditions set forth in Article ARTICLES IX and X, at the Closing Seller shall, or shall cause its applicable Affiliate to, deliver to Buyer or its applicable Affiliate all of the following: (a) Certificate of the secretary or an assistant secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) no amendments to the Certificate of Incorporation charter of Seller and the lack of amendments thereto, since a specified date; (ii) no amendments to the By-laws bylaws of Seller, Seller since a specified date; (iii) the resolutions of the board Board of directors Directors of Seller authorizing the execution and performance of this Agreement, any Seller Ancillary Agreement to which Seller is a party and the transactions contemplated hereby and thereby thereby; and (iv) incumbency and signatures of the officers of Seller executing this Agreement and any Seller Ancillary AgreementAgreement to which Seller is a party; (b) The certificates representing all of the Shares, duly endorsed in blank or accompanied by duly executed stock powers; (c) The certificate contemplated by Section 9.1SECTION 9.5, duly executed by a duly authorized executive officer of Seller; (c) The Bill of Sale, Assignment and Assumption Agreement xxxx executed by the Asset Sellers; (d) The written resignations of the officers designated Brazil Purchase Agreement duly executed by Buyer at least three business days prior to Closing and all directors of each of the CompaniesSLVD; (e) The stock book, stock ledger, minute books, corporate seal Greece Purchase Agreement duly executed by Sara Lee Australia and other corporate books and records of each of the CompaniesNutrimetics Australia; (f) Executed documents or other instruments in form reasonably satisfactory to Buyer that release the Encumbrances on the Shares The Australia Purchase Agreement duly executed by Sara Lee Australia and the assets of the Companies and any further liabilities under the Security DocumentsNutrimetics Australia; (g) If not previously delivered to Buyer, all other documents, certificates, instruments and writings required pursuant hereto to be delivered The Mexico Purchase Agreement duly executed by or on behalf of Seller at or before ClosingSara Lee Mexicana Investments; (h) An If xxxxxxxd by Requirements of Law, the UK Purchase Agreement duly executed termination of the Shared Space by Sara Lee Household and Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant to which Opco shall be relieved of any present or future obligation or liability thereunderBody Care UK Limited; (i) Evidence of compliance The Seller Assumption Agreements duly executed by Seller and its applicable Affiliate(s) (other than the Seller of its agreement set forth in Section 5.7(cPurchase Entities), on the one hand, and the Purchased Entities, on the other hand; (j) Legal opinion Other than with respect to uncertificated Securities in respect of counsel which such notarial deeds or other documents of transfer duly executed by the applicable Selling Entity as are required under Requirements of Law to give effect to the transfer of such uncertificated Securities, certificates representing the Securities directly transferred pursuant to SECTION 2.1 duly endorsed for transfer to Buyer or accompanied by a stock power, the share transfer form or other instrument of transfer duly executed by the applicable Equity Seller; (k) The License Agreement--Branded Apparel Philippines duly executed by the applicable Affiliate of Seller; (l) The Patent License Agreement duly executed by Seller; (m) The Distributorship Agreements--Branded Apparel Mexico duly executed by the applicable Affiliate of Seller; (n) The Distribution Agreement--Air Fresheners Mexico duly executed by the applicable Affiliate of Seller; (o) The Distribution Agreement--Coffee Japan duly executed by the applicable Affiliate of Seller; (p) The Distribution Agreement--Household & Body Care, Coffee and Tea Philippines duly executed by the applicable Affiliate of Seller; (q) The Transition Services Agreement duly executed by the applicable Selling Entity; (r) The Trademark and Trade Name License Agreement--Sara Lee Argentina duly executed by Seller; (s) The Trademark and Trade Name License Agreement--Sara Lee Brazil duly executed by Seller; (x) The Trademark and Trade Name License Agreement--Sara Lee Philippines duly executed by Seller; (u) The Trademark and Trade Name License Agreement--Sara Lee Uruguay duly executed by Seller; (x) The SWIPE Agreement duly executed by Seller substantially or its Subsidiary; (w) The Trademark Assignment Agreements duly executed by the applicable Asset Sellers; (x) The Domain Name Assignment Agreement duly executed by the applicable Asset Sellers; (y) The Copyright Assignment Agreement duly executed by the applicable Asset Sellers; (z) Any transfer Tax declarations and other affidavits, certifications and instruments required to be executed or filed in connection with the form attached hereto Sale of the Owned Real Property; (aa) Resignations, effective as Exhibit Dof the Closing, of directors and officers of Purchased Entities as requested by Buyer to the extent permissible under Requirements of Law; (bb) Resolutions, adopted prior to the Closing, of the Board of Directors of the Purchased Entities and Equity Sellers authorizing the transfer of Securities to Buyer; and (kcc) Evidence that Opco's participation Subject to SECTION 2.3, such other instruments of transfer, conveyance, assignment and assumption and powers of attorney and similar documents as Buyer may reasonably request or as required by Requirements of Law, in each case, to effect the Accounts Receivable Facility will be terminated as transactions contemplated by this Agreement and without representation by or recourse to Seller or any of the Closing Date and that, after the Closing Date, Opco shall no longer be bound thereby nor have any liability thereunderits Affiliates.

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article XARTICLE 10, at Closing Seller shall deliver to Buyer all of the following: (a) Certificate A certificate of the secretary Secretary of Seller certifying, as complete and accurate as of the Closing, the Organizational Documents of Seller and certifying and attaching the resolutions of the board of directors, or an assistant secretary a duly authorized committee thereof, of Seller approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and certifying to the incumbency and signatures of the persons authorized by Seller to execute this Agreement and each Seller Ancillary Document or instrument executed by Seller in connection with this Agreement; (b) Certificates of good standing of Seller: (i) issued as of a recent date by the Secretary of State of the State of Delaware; and (ii) issued as of a recent date by the Secretary of State of the State of Indiana; (c) An assignment and bxxx of sale (the “Assignment and Bxxx of Sale”), dated substantially in the Closing Dateform of EXHIBIT C, to Buyer for all of the Purchased Assets that are Tangible Personal Property, duly executed by Seller; (d) The Assumption Agreement, substantially in the form of EXHIBIT B, duly executed by Seller; (e) Certificates of title or origin (or like documents) with respect to any vehicles or other equipment included in the Purchased Assets for which a certificate of title or origin is required in order to transfer title; (f) All consents, waivers or approvals obtained by Seller with respect to the Purchased Assets or the consummation of the transactions contemplated by this Agreement; (g) Assignments to Buyer of any registered or applied for patents, trademarks, service marks, domain names and copyrights included in the Purchased Assets, duly executed by Seller in a form and substance reasonably satisfactory to Buyer, as to (i) the Certificate of Incorporation of Seller and the lack of amendments thereto, (ii) the By-laws of Seller, (iii) the resolutions of the board of directors of Seller authorizing the execution and performance of this Agreement, any Seller Ancillary Agreement and the transactions contemplated hereby and thereby and (iv) incumbency and signatures of the officers of Seller executing this Agreement and any Seller Ancillary Agreement; (b) The certificates representing all of the Shares, duly endorsed in blank or accompanied by duly executed stock powers; (c) The certificate contemplated by Section 9.1, duly executed by a duly authorized officer of Seller; (d) The written resignations of the officers designated by Buyer at least three business days prior to Closing and all directors of each of the Companies; (e) The stock book, stock ledger, minute books, corporate seal and other corporate books and records of each of the Companies; (f) Executed documents or other instruments in form reasonably satisfactory to Buyer that release the Encumbrances on the Shares and the assets of the Companies and any further liabilities under the Security Documents; (g) If not previously delivered to Buyer, all other documents, certificates, instruments and writings required pursuant hereto to be delivered by or on behalf of Seller at or before Closing; (h) An executed termination of the Shared Space and The Transitional Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant to which Opco shall be relieved of any present or future obligation or liability thereunderduly executed by Seller; (i) Evidence of compliance The Real Property Lease Assignments, duly executed by the Seller or one of its agreement set forth in Section 5.7(c)Affiliates, as appropriate; (j) Legal opinion The Real Property Subleases and the Fort Wxxxx Lease, duly executed by Seller or one of counsel to Seller its Affiliates, as appropriate; (k) The Software License Assignment, duly executed by Seller; (l) The License, duly executed by Seller; (m) The Trademark License, substantially in the form attached hereto as Exhibit of EXHIBIT D, duly executed by Seller; (n) A certification of non-foreign status of Seller, reasonably satisfactory to Buyer, which complies with the requirements of section 1445 of the Code and the applicable Treasury Regulations; (o) The Landlord Documents; (p) The Service Bureau Agreement, duly executed by Seller; (q) The Financial Statements required to be delivered at Closing pursuant to Section 5.4; and (k) Evidence that Opco's participation in the Accounts Receivable Facility will be terminated as of the Closing Date and that, after the Closing Date, Opco shall no longer be bound thereby nor have any liability thereunder.

Seller’s Closing Date Deliveries. Subject At or prior to fulfillment or waiver of the conditions set forth in Article XClosing, at Closing Seller shall deliver to Buyer all each of the following: (a) Certificate Possession of the Purchased Assets; (b) All Record Data, in accordance with Section 8.3; (c) A certificate, dated as of the Closing Date, signed by an officer of Seller to the effect set forth in clauses (a) and (b) of Section 10.2; (d) A certificate of the secretary or an assistant secretary of SellerSeller and Nyer, dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) the Certificate certificate or articles of Incorporation incorporation of Seller and the lack of amendments thereto, Nyer; (ii) the Byby-laws (or similar document) of Seller, Seller and Nyer; (iii) the resolutions of the board of directors authority of Seller authorizing and Nyer regarding the due execution and performance of this Agreement, any Seller Ancillary Agreement and the transactions contemplated hereby and thereby and transactions; (iv) the good standing of Seller and Nyer in the Commonwealth of Massachusetts and the State of Florida, respectively; and (v) the incumbency and signatures of the officers of Seller and Nyer executing this Agreement and any Seller Ancillary Agreement; (b) The certificates representing all of the Shares, duly endorsed in blank document or accompanied by duly executed stock powers; (c) The certificate contemplated by Section 9.1, duly executed by a duly authorized officer of Seller; (d) The written resignations of the officers designated by Buyer at least three business days prior agreement required to Closing and all directors of each of the Companiesbe delivered hereunder; (e) The stock bookXxxx of Sale, stock ledger, minute books, corporate seal and other corporate books and records of each of the Companies; (f) Executed documents or other instruments in form reasonably satisfactory to Buyer that release the Encumbrances on the Shares and the assets of the Companies and any further liabilities under the Security Documents; (g) If not previously delivered to Buyer, all other documents, certificates, instruments and writings required pursuant hereto to be delivered by or on behalf of Seller at or before Closing; (h) An executed termination of the Shared Space and Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant to which Opco shall be relieved of any present or future obligation or liability thereunder; (i) Evidence of compliance by the Seller of its agreement set forth in Section 5.7(c); (j) Legal opinion of counsel to Seller substantially in the form attached hereto as Exhibit D, duly executed by an authorized officer of Seller; (f) The Power of Attorney as contemplated by Section 8.9(c), duly executed by authorized officers of Seller; (g) Completed and executed Landlord Estoppel Certificates and Tenant Estoppel Certificates substantially in the forms attached hereto as Exhibit H and Exhibit I, respectively, from each of the tenants and landlords of the leases identified on Exhibit C hereto, it being expressly understood and agreed, however, that Seller shall use commercially reasonable efforts to obtain, but shall not be obligated to provide, Landlord Estoppel Certificates for those leases identified on Exhibit C hereto, where the landlords thereunder are not required to provide the same, and provided further, that Seller shall be obligated to provide Landlord Estoppel Certificates for those leases identified on Exhibit C hereto, where the landlords thereunder are required to provide the same; (h) True and complete files for all Assumed Contracts, including, to the extent in Seller’s possession, originally signed copies of each Assumed Contract and all correspondence, amendments, modifications and waivers related thereto; (i) The Assignment and Assumption of Real Estate Leases, in the forms attached hereto as Exhibit J-1 through J-8, duly executed by Seller, pursuant to which Seller shall assign each real estate lease identified on Exhibit C hereto and Buyer shall assume all obligations thereunder (it being expressly acknowledged and agreed that the consent contained in Section J of the form of Landlord’s Estoppel Certificate attached as Exhibit H shall be deemed to be acceptable to Buyer for such purposes); (j) With respect to the Assumed Contracts identified on Exhibit C that require consent for assignment from the landlord, Seller shall deliver to Buyer copies of duly executed consents for assignment for such Assumed Contracts, executed by the landlord for each such Assumed Contract, in a form reasonably acceptable to Buyer; (k) For any real estate lease identified on Exhibit C hereto that shall by its terms expire on or before the date that is ten (10) years following the Closing Date, Seller shall obtain and deliver to Buyer prior to the Closing Date, lease extensions for every such lease identified on Exhibit C hereto in the form reasonably acceptable to Buyer (which extensions may include terms providing for increased rent and related charges, provided, however, such terms shall reflect reasonable market conditions); (l) Bills of Sale evidencing the purchase by Seller of the Parata Equipment; (m) Such other instruments or documents as may be reasonably necessary or appropriate to carry out the transactions contemplated hereby; and (kn) Evidence that Opco's participation in Tax clearance certificate from the Accounts Receivable Facility will be terminated as Massachusetts Department of the Closing Date Revenue or applicable authority providing no Taxes are due and that, after the Closing Date, Opco shall no longer be bound thereby nor have any liability thereunderowing from Seller.

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver the delivery by the Buyer of the conditions set forth documents referred to in Article XSection 3.3, at Closing Seller the Sellers shall deliver to the Buyer all of the followingfollowing at the Closing: (a) Certificate A certificate signed by the Controlling Shareholder, in the form attached in Schedule 3.4 (a), (w) confirming that the representations and warranties made by the Controlling Shareholder in Article V are true and correct on the Closing Date as though made on said Closing Date (except to the extent that they expressly relate to an earlier date and subject to any updating of the secretary or an assistant secretary Schedules according to the terms of Sellerthe draft certificate attached as Schedule 3.4 (a)) and (x) confirming the absence, dated as at the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) the Certificate of Incorporation of Seller and the lack of amendments thereto, (ii) the By-laws of Seller, (iii) the resolutions of the board of directors of Seller authorizing the execution and performance of this Agreement, any Seller Ancillary Agreement and the transactions contemplated hereby and thereby and (iv) incumbency and signatures of the officers of Seller executing this Agreement and any Seller Ancillary AgreementNet Equity Decrease; (b) The certificates representing all A certificate signed by the Fund Shareholder, in the form attached in Schedule 3.4 (b) (y) confirming that the representations and warranties made by the Fund Shareholder in Article V are true and correct on the Closing Date as though made on said Closing Date (except to the extent that they expressly relate to an earlier date), and (z) confirming the absence, as at the Closing Date, of the Shares, duly endorsed in blank or accompanied by duly executed stock powersany Net Equity Decrease; (c) The certificate contemplated Certificates signed by Section 9.1each of the Minority Shareholders, duly executed in the form attached in Schedule 3.4(c), confirming that the representations and warranties made by a duly authorized officer each of Sellerthem in Article V are true and correct on the Closing Date as though made on said Closing Date (except to the extent that they expressly relate to an earlier date); (d) The written resignations Where applicable, share transfer forms, notarial deeds and/or certificates related to the Shares duly executed and drawn up in favor of the officers designated by Buyer at least three business days prior (and/or the Affiliates the Buyer may chose to Closing and all directors of each of the Companiessubstitute) as set out in Schedule 3.4(d); (e) The stock bookWhere required under applicable laws, stock ledgerminutes of board of directors and/or shareholders' meetings of the Subsidiaries approving the transfer of all outstanding shares held by third parties, minute books, corporate seal and other corporate books and records in particular by the directors of each of the Companiesrelevant Subsidiary; (f) Executed documents or other instruments Copies of requests for consent and any replies received from the competent Persons in form reasonably satisfactory relation to Buyer the contracts listed in Schedule 3.4(f) to the effect that release said Persons consent to the Encumbrances on sale and purchase of the Shares and agree not to exercise any right (whether of termination or otherwise) arising by reason of such transaction, pursuant to any authorization or Contract containing change of control/management provisions or which legal regime requires a prior approval in case of change/management of control; the assets Controlling Shareholder shall make his best efforts to obtain such consents of the Companies and any further liabilities under the Security Documentssaid Persons; (g) If Evidence or written confirmation of the cancellation and release of any and all (i) guarantees granted by the Target Company and the Subsidiaries to any entity not previously delivered a member of the Target Group and (ii) obligations to BuyerImatrade Inc. with respect to the negotiation, all other documents, certificates, instruments preparation and writings required pursuant hereto to be delivered signature of agreement(s) entered into by or on behalf the Target Company and/or any of Seller at or before Closingthe Subsidiaries with Inamed Medical Products Corporation and its Affiliates; (h) An executed termination The transfer agreements, notarial deeds and share transfer forms whereby the Sellers purchased any and all outstanding Shares and outstanding shares in the Subsidiaries held by third parties, and in particular by the directors of each relevant company, as at the Shared Space date hereof, all duly completed and Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant to which Opco shall be relieved of any present or future obligation or liability thereundersigned; (i) Evidence Except as may otherwise be agreed, resignation letters (confirming the absence of compliance by any outstanding claim against the Seller relevant Target Company and the Subsidiaries), effective as at the Closing Date, of all mandataires sociaux of the Target Company and the Subsidiaries and of any members of the Controlling Shareholder's family who are employees of Target Company or any of its agreement set forth in Section 5.7(c)Subsidiaries, without any indemnity or payment other than accrued remuneration and benefits through the Closing Date; (j) Legal opinion The convening letters for shareholders' and board meetings which will appoint the persons designated by the Buyer in replacement of counsel the legal representatives and directors of the Target Company and the Subsidiaries having resigned pursuant to Seller substantially in the form attached hereto as Exhibit D; andSection 3.4(i); (k) Evidence that Opco's participation in the Accounts Receivable Facility will be terminated as A certified copy of the Closing Date minutes (confirming, if necessary under applicable Requirements of Law, a positive opinion) with respect to the information and/or consultation of the Target Company' and thatthe Subsidiaries' employee representatives, after if any, in connection with the Closing Datetransaction hereof; (l) The up-to-date originals of the share transfer register, Opco shall no longer be bound thereby nor have any liability thereunder.the shareholders' accounts, as well as the minutes of the board of directors' meetings and the

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article XSection 8, at the Closing Seller shall deliver to Buyer all of the following: (a) Certificate An amount in cash equal to the Closing Payment, payable as provided in Section 1.3; (b) The Assignment and Assumption Agreement, executed by a duly authorized officer of Seller; (c) The Xxxx of Sale, executed by a duly authorized officer of Seller; (d) Copies of all instruments, certificates, documents and other filings (if applicable) necessary to release the Purchased Assets from all Liens other than Permitted Liens, including without limitation, a release by Bank of America, N.A.’s security interest and a UCC-3 financing statement deleting the Purchased Assets from the UCC-1 financing statement filed against Seller in favor of Bank of America, N.A., as Collateral Agent; (e) A certificate of the secretary Secretary or an assistant secretary Assistant Secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) the Certificate of Incorporation of Seller and the lack of amendments thereto, (ii) the By-laws of Seller, (iii) the resolutions of the board Board of directors Directors of Seller authorizing the execution and performance of this Agreement, any Seller Ancillary Transaction Agreement and the transactions contemplated hereby and thereby thereby; and (ivii) the incumbency and signatures of the officers of Seller executing this Agreement and any Seller Ancillary Transaction Agreement; (bf) The certificates representing all A properly executed certificate of the Sharesnonforeign status, duly endorsed in blank or accompanied by duly executed stock powersdescribed under Treasury Regulation Section 1.1445-2(b)(2); (cg) The certificate contemplated by Section 9.1Building 1 Sublease, duly executed by a duly authorized officer of Seller; (dh) The written resignations Building 4 Sublease, executed by a duly authorized officer of the officers designated by Buyer at least three business days prior to Closing and all directors of each of the Companies; (e) The stock book, stock ledger, minute books, corporate seal and other corporate books and records of each of the Companies; (f) Executed documents or other instruments in form reasonably satisfactory to Buyer that release the Encumbrances on the Shares and the assets of the Companies and any further liabilities under the Security Documents; (g) If not previously delivered to Buyer, all other documents, certificates, instruments and writings required pursuant hereto to be delivered by or on behalf of Seller at or before Closing; (h) An executed termination of the Shared Space and Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant to which Opco shall be relieved of any present or future obligation or liability thereunderSeller; (i) Evidence The Supply Agreement, executed by a duly authorized officer of compliance by the Seller of its agreement set forth in Section 5.7(c)Seller; (j) Legal opinion The Transition Services Agreement, executed by a duly authorized officer of counsel to Seller substantially in the form attached hereto as Exhibit DSeller; (k) The Common Interest Agreement, executed by a duly authorized officer of Seller; (l) The Specifications License, executed by a duly authorized officer of Seller; and (km) Evidence that Opco's participation in the Accounts Receivable Facility will be terminated as The certificate contemplated by Section 7.1, executed by a duly authorized officer of the Closing Date and that, after the Closing Date, Opco shall no longer be bound thereby nor have any liability thereunderSeller.

Seller’s Closing Date Deliveries. Subject to -------------------------------- fulfillment or waiver (where permissible) of the conditions set forth in Article X, at the Closing Seller Sellers shall deliver to Buyer all of the --------- following: (a) Certificate of good standing (or other equivalent status) of each Seller and Newco Brazil, issued as of a recent date by an authorized representative of the jurisdiction under which such Seller or Newco Brazil was formed; (b) Certificates of the secretary or an assistant secretary of each Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) the Certificate charter and by-laws or similar organizational documents of Incorporation of each Seller and the lack of amendments thereto, Newco Brazil; (ii) the By-laws of Seller, (iii) the resolutions of the board Board of directors Directors of such Seller authorizing the execution and performance of this Agreement, any Seller Ancillary Agreement to which such Seller is a party and the transactions contemplated hereby and thereby thereby; and (iviii) incumbency and signatures of the officers of such Seller executing this Agreement and any Seller Ancillary AgreementAgreement to which such Seller is a party; (bc) The certificates certificate(s) or other evidences of ownership representing all of the Newco Brazil Shares, duly endorsed in blank to Buyer or accompanied by duly executed stock powerspowers or duly executed assignments, as the case may be; (cd) The certificate contemplated by Section 9.1, duly ----------- executed by a duly authorized officer of Seller; (d) The written resignations of the officers designated by Buyer at least three business days prior to Closing and all directors of each of the CompaniesSeller; (e) The stock book, stock ledger, minute books, corporate seal Xxxx of Sale and other corporate books and records Instrument of each of the CompaniesAssignment(s) duly executed by Asset Sellers; (f) Executed documents Certificates of title or origin (or like documents) with respect to any vehicles or other instruments equipment included in form reasonably satisfactory the Purchased Assets for which a certificate of title or origin is required in order to Buyer that release the Encumbrances on the Shares and the assets of the Companies and any further liabilities under the Security Documentstransfer title; (g) If not previously delivered A special warranty deed or similar instrument with respect to Buyereach of the parcels of the Transferred Real Property, all other documents, certificates, instruments and writings required pursuant hereto to be delivered duly executed by or on behalf of Seller at or before ClosingAsset Sellers; (h) An executed termination Assignments of each of the Shared Space and Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant Leased Properties which have been obtained prior to which Opco shall be relieved of any present or future obligation or liability thereunderClosing; (i) Evidence Any real estate transfer Tax declarations required to be executed or filed in connection with the transfer of compliance by the Seller of its agreement set forth in Section 5.7(c)Purchased Assets; (j) Legal opinion The Buyer Services Agreement and the Sellers Transition Services Agreement, duly executed by Sellers; (k) The Licensed Patents License Agreement and the Side License Agreement, in each case duly executed by Viskase; (l) A legal opinion(s) of counsel to Seller Sellers, substantially in the form attached hereto as Exhibit DH; andand --------- (km) Evidence that Opco's participation in Such other bills of sale, assignment and other instruments of transfer or conveyance as may be otherwise necessary to evidence and effect the Accounts Receivable Facility will be terminated as sale, assignment, transfer, conveyance and delivery of the Closing Date and that, after the Closing Date, Opco shall no longer be bound thereby nor have any liability thereunderPurchased Assets.

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article XSection 8, at the Closing Seller shall deliver to Buyer all of the following: (a) Certificate An original Warranty Deed in recordable form, executed by a duly authorized officer of Seller and acknowledged and witnessed, as appropriate, with respect to all parcels of Owned Property; (b) The Assignment and Assumption of Real Property Leases, executed by a duly authorized officer of Seller, with respect to the Leased Property; (c) The Assignment and Assumption Agreement, executed by a duly authorized officer of Seller; (d) The Xxxx of Sale, executed by a duly authorized officer of Seller; (e) All documents, affidavits, indemnities (in respect of title), certificates, including without limitation, consents, estoppels and, in recordable form, memoranda of leases, lease terminations (as applicable) and assignments of leases, and other information as the Title Company reasonably shall require in order to issue the Title Policies in accordance with the terms of Section 7.7 hereof; (f) Copies, or if related to real property, originals (in recordable form), of all instruments, certificates, documents and other filings (if applicable) necessary to release the Assets from all Encumbrances, other than Permitted Encumbrances; (g) With respect to the Leases and at Seller's expense, a consent from each lessor, ground lessor and/or sublessor under a Lease set forth on Schedule 7.5, in form and substance reasonably acceptable to Buyer and without modification to the terms and conditions of each such Lease; (h) A copy of the secretary certificate of incorporation of Seller certified by the Secretary of State of the State of Delaware; (i) A certificate of good standing of Seller issued as of a recent date by the Secretary of State of the State of Delaware; (j) A certificate of the Secretary or an assistant secretary Assistant Secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) the Certificate of Incorporation of Seller and the lack of amendments thereto, to the certificate of incorporation of Seller since the date of the certificate referred to in Section 2.3(h) above; (ii) the By-laws bylaws of Seller, ; and (iii) the delegation resolutions of the board Board of directors Directors of Seller authorizing the execution and performance of this Agreement, any Seller Ancillary Agreement and the transactions contemplated hereby and thereby and (iv) incumbency and signatures of the officers of Seller executing by this Agreement and any Seller Ancillary Agreement; (bk) The certificates representing all A properly executed certificate of the Sharesnonforeign status, duly endorsed in blank or accompanied by duly executed stock powersdescribed under Treasury Regulation Section 1.1445-2(b)(2); (cl) The certificate contemplated by Section 9.1Transition Services Agreement, duly executed by a duly authorized officer of Seller; (dm) All transfer Tax Returns required to be executed and filed by Seller with respect to the transfer of the Assets; (n) A Real Estate Sales Validation Questionnaire with respect to the Facilities located in Kansas; (o) The written resignations XxXxxxxxx AFB Access Easement and other IDS Easements; (p) The BCA Hardware Material Services General Terms Agreement, executed by a duly authorized officer of Seller; (q) The Supplemental License Agreement (Ancillary Maintenance Repair and Overall - Aircraft), executed by a duly authorized officer of Seller; (r) The Supplemental License Agreement (Ancillary Maintenance Repair and Overall - Components), executed by a duly authorized officer of Seller; (s) The Supplemental License Agreement (Know-How), executed by a duly authorized officer of Seller; (t) The Supplemental License Agreement (Spare Parts), executed by a duly authorized officer of Seller; (u) The IDS Supply Agreement, executed by a duly authorized officer of Seller; (v) The Site Access and Environmental Support Services Agreement, executed by a duly authorized officer of Seller; (w) A certified or official bank check made payable to the appropriate Taxing authority for the amount of transfer Tax imposed on Seller in accordance with Section 1.5(b) in connection with the conveyance of the officers designated Facilities; (x) The certificate contemplated by Buyer at least three business days Section 7.1, executed by a duly authorized officer of Seller; (y) Seller's Legal Opinion; (z) The Memorandum of Agreement (787), or, if in final form prior to the Closing and all directors of Date, each of the CompaniesSpecial Business Provisions (787) and the General Terms Agreement (787), executed by a duly authorized officer of Seller; (eaa) The stock bookGeneral Terms Agreement (Sustaining), stock ledger, minute books, corporate seal and other corporate books and records executed by a duly authorized officer of each of the CompaniesSeller; (fbb) Executed documents or other instruments in form reasonably satisfactory to Buyer that release the Encumbrances on the Shares and the assets The Special Business Provisions (Sustaining), executed by a duly authorized officer of the Companies and any further liabilities under the Security DocumentsSeller; (gcc) If not previously delivered to BuyerThe Special Business Provisions (Spares), all other documents, certificates, instruments and writings required pursuant hereto to be delivered executed by or on behalf a duly authorized officer of Seller at or before ClosingSeller; (hdd) An The Special Business Provisions (Tech Services), executed termination by a duly authorized officer of Seller; (ee) The Special Business Provisions (Repair Services), executed by a duly authorized officer of Seller; (ff) The Electronic Access Agreement, executed by a duly authorized officer of Seller; (gg) The Administrative Agreement, executed by a duly authorized officer of Seller; (hh) The Declaration of Restrictive Covenant and Easement, executed by a duly authorized officer of Seller; (ii) The Restrictive Covenant (KDHE), executed by a duly authorized officer of Seller; (jj) The Strategic Alliance Agreement, executed by a duly authorized officer of Seller; (kk) All documents necessary to consummate the IDS Transaction; (ll) The Parking Access Easement, executed by a duly authorized officer of Seller; (mm) The Reciprocal Access Agreement, executed by a duly authorized officer of Seller; (nn) The Substation Installation and Maintenance Easement, executed by a duly authorized officer of Seller; (oo) The Boeing Site Real Estate Lease, executed by a duly authorized officer of Seller; (pp) The Buyer's Site Real Estate Lease, executed by a duly authorized officer of Seller; (qq) The Shared Space Parking Agreement, executed by a duly authorized officer of Seller; (rr) The Storm Water Detention and Maintenance Closing Agreement, executed by a duly authorized officer of Seller; (ss) The No-Build Easement, executed by a duly authorized officer of Seller; (tt) The Transition Real Estate Lease, executed by a duly authorized officer of Seller; (uu) The Utility Support Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant to which Opco shall be relieved executed by a duly authorized officer of any present or future obligation or liability thereunderSeller; (ivv) Evidence The Fire and Emergency Response Services Agreement, executed by a duly authorized officer of compliance by the Seller of its agreement set forth in Section 5.7(c)Seller; (jww) Legal opinion The Real Property Right of counsel First Refusal Agreement, executed by a duly authorized officer of Seller; (xx) The Note Documents, executed by a duly authorized officer of Seller and/or its Affiliates, as applicable; (yy) The Declaration of Restrictions (Boeing Industrial District), executed by a duly authorized officer of Seller; (zz) The Option to Acquire Property (Boeing Industrial District), executed by a duly authorized officer of Seller; (aaa) The Sublease (IRBs), executed by a duly authorized officer of Seller substantially in the form attached hereto or its Affiliate as Exhibit Dappropriate; (bbb) The Flightline Operating Agreement, executed by a duly authorized officer of Seller; and (kccc) Evidence that OpcoDocuments effecting the assignment, conveyance and transfer to Buyer of Seller's participation rights, title and interest in and to the Accounts Receivable Facility will be terminated as of the Closing Date and that, after the Closing Date, Opco shall no longer be bound thereby nor have any liability thereunderTulsa Airport Use Agreements.

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article XSection 8, at the Closing Seller shall deliver to Buyer all of the following: (a) Certificate An original Warranty Deed in recordable form, executed by a duly authorized officer of Seller and acknowledged and witnessed, as appropriate, with respect to all parcels of Owned Property; (b) The Assignment and Assumption of Real Property Leases, executed by a duly authorized officer of Seller, with respect to the Leased Property; (c) The Assignment and Assumption Agreement, executed by a duly authorized officer of Seller; (d) The Xxxx of Sale, executed by a duly authorized officer of Seller; (e) All documents, affidavits, indemnities (in respect of title), certificates, including without limitation, consents, estoppels and, in recordable form, memoranda of leases, lease terminations (as applicable) and assignments of leases, and other information as the Title Company reasonably shall require in order to issue the Title Policies in accordance with the terms of Section 7.7 hereof; (f) Copies, or if related to real property, originals (in recordable form), of all instruments, certificates, documents and other filings (if applicable) necessary to release the Assets from all Encumbrances, other than Permitted Encumbrances; (g) With respect to the Leases and at Seller’s expense, a consent from each lessor, ground lessor and/or sublessor under a Lease set forth on Schedule 7.5, in form and substance reasonably acceptable to Buyer and without modification to the terms and conditions of each such Lease; (h) A copy of the secretary certificate of incorporation of Seller certified by the Secretary of State of the State of Delaware; (i) A certificate of good standing of Seller issued as of a recent date by the Secretary of State of the State of Delaware; (j) A certificate of the Secretary or an assistant secretary Assistant Secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) the Certificate of Incorporation of Seller and the lack of amendments thereto, to the certificate of incorporation of Seller since the date of the certificate referred to in Section 2.3(h) above; (ii) the By-laws bylaws of Seller, ; and (iii) the delegation resolutions of the board Board of directors Directors of Seller authorizing the execution and performance of this Agreement, any Seller Ancillary Agreement and the transactions contemplated hereby and thereby and (iv) incumbency and signatures of the officers of Seller executing by this Agreement and any Seller Ancillary Agreement; (bk) The certificates representing all A properly executed certificate of the Sharesnonforeign status, duly endorsed in blank or accompanied by duly executed stock powersdescribed under Treasury Regulation Section 1.1445-2(b)(2); (cl) The certificate contemplated by Section 9.1Transition Services Agreement, duly executed by a duly authorized officer of Seller; (dm) All transfer Tax Returns required to be executed and filed by Seller with respect to the transfer of the Assets; (n) A Real Estate Sales Validation Questionnaire with respect to the Facilities located in Kansas; (o) The written resignations XxXxxxxxx AFB Access Easement and other IDS Easements; (p) The BCA Hardware Material Services General Terms Agreement, executed by a duly authorized officer of Seller; (q) The Supplemental License Agreement (Ancillary Maintenance Repair and Overall – Aircraft), executed by a duly authorized officer of Seller; (r) The Supplemental License Agreement (Ancillary Maintenance Repair and Overall – Components), executed by a duly authorized officer of Seller; (s) The Supplemental License Agreement (Know-How), executed by a duly authorized officer of Seller; (t) The Supplemental License Agreement (Spare Parts), executed by a duly authorized officer of Seller; (u) The IDS Supply Agreement, executed by a duly authorized officer of Seller; (v) The Site Access and Environmental Support Services Agreement, executed by a duly authorized officer of Seller; (w) A certified or official bank check made payable to the appropriate Taxing authority for the amount of transfer Tax imposed on Seller in accordance with Section 1.5(b) in connection with the conveyance of the officers designated Facilities; (x) The certificate contemplated by Buyer at least three business days Section 7.1, executed by a duly authorized officer of Seller; (y) Seller’s Legal Opinion; (z) The Memorandum of Agreement (787), or, if in final form prior to the Closing and all directors of Date, each of the CompaniesSpecial Business Provisions (787) and the General Terms Agreement (787), executed by a duly authorized officer of Seller; (eaa) The stock bookGeneral Terms Agreement (Sustaining), stock ledger, minute books, corporate seal and other corporate books and records executed by a duly authorized officer of each of the CompaniesSeller; (fbb) Executed documents or other instruments in form reasonably satisfactory to Buyer that release the Encumbrances on the Shares and the assets The Special Business Provisions (Sustaining), executed by a duly authorized officer of the Companies and any further liabilities under the Security DocumentsSeller; (gcc) If not previously delivered to BuyerThe Special Business Provisions (Spares), all other documents, certificates, instruments and writings required pursuant hereto to be delivered executed by or on behalf a duly authorized officer of Seller at or before ClosingSeller; (hdd) An The Special Business Provisions (Tech Services), executed termination by a duly authorized officer of Seller; (ee) The Special Business Provisions (Repair Services), executed by a duly authorized officer of Seller; (ff) The Electronic Access Agreement, executed by a duly authorized officer of Seller; (gg) The Administrative Agreement, executed by a duly authorized officer of Seller; (hh) The Declaration of Restrictive Covenant and Easement, executed by a duly authorized officer of Seller; (ii) The Restrictive Covenant (KDHE), executed by a duly authorized officer of Seller; (jj) The Strategic Alliance Agreement, executed by a duly authorized officer of Seller; (kk) All documents necessary to consummate the IDS Transaction; (ll) The Parking Access Easement, executed by a duly authorized officer of Seller; (mm) The Reciprocal Access Agreement, executed by a duly authorized officer of Seller; (nn) The Substation Installation and Maintenance Easement, executed by a duly authorized officer of Seller; (oo) The Boeing Site Real Estate Lease, executed by a duly authorized officer of Seller; (pp) The Buyer’s Site Real Estate Lease, executed by a duly authorized officer of Seller; (qq) The Shared Space Parking Agreement, executed by a duly authorized officer of Seller; (rr) The Storm Water Detention and Maintenance Closing Agreement, executed by a duly authorized officer of Seller; (ss) The No-Build Easement, executed by a duly authorized officer of Seller; (tt) The Transition Real Estate Lease, executed by a duly authorized officer of Seller; (uu) The Utility Support Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant to which Opco shall be relieved executed by a duly authorized officer of any present or future obligation or liability thereunderSeller; (ivv) Evidence The Fire and Emergency Response Services Agreement, executed by a duly authorized officer of compliance by the Seller of its agreement set forth in Section 5.7(c)Seller; (jww) Legal opinion The Real Property Right of counsel First Refusal Agreement, executed by a duly authorized officer of Seller; (xx) The Note Documents, executed by a duly authorized officer of Seller and/or its Affiliates, as applicable; (yy) The Declaration of Restrictions (Boeing Industrial District), executed by a duly authorized officer of Seller; (zz) The Option to Acquire Property (Boeing Industrial District), executed by a duly authorized officer of Seller; (aaa) The Sublease (IRBs), executed by a duly authorized officer of Seller substantially in the form attached hereto or its Affiliate as Exhibit Dappropriate; (bbb) The Flightline Operating Agreement, executed by a duly authorized officer of Seller; and (kccc) Evidence that Opco's participation Documents effecting the assignment, conveyance and transfer to Buyer of Seller’s rights, title and interest in and to the Accounts Receivable Facility will be terminated as of the Closing Date and that, after the Closing Date, Opco shall no longer be bound thereby nor have any liability thereunderTulsa Airport Use Agreements.

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article X, at Closing the Closing, Seller shall deliver (or cause to be delivered) to Buyer all of the following: (a) Certificate of the secretary or an assistant secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to to: (i) the Certificate of Incorporation of Seller and the lack of amendments thereto, Seller; (ii) the By-laws Laws of Seller, ; (iii) the resolutions of the board of directors of Seller authorizing the execution and performance of this Agreement, any the Seller Ancillary Agreement Agreements and the transactions contemplated hereby and thereby thereby; and (iv) the incumbency and signatures of the officers of Seller executing this Agreement and any each Seller Ancillary Agreement; (b) The Stock certificates representing all of the Shares, duly endorsed executed in blank or accompanied by duly executed stock powersinstruments of transfer; (c) The Transition Services Agreement, duly executed by an Affiliate of Seller; (d) The El Segundo Sublease, duly executed by the Company and an Affiliate of Seller; (e) All consents, waivers and approvals in form and substance reasonably satisfactory to Buyer for each of the Business Agreements and Permits listed on Schedules 9.3 and Section 9.5 (the “Change of Control Consents”); (f) The certificate contemplated by Section 9.1, duly executed by a duly authorized officer of Seller; (dg) The Software License, duly executed by an Affiliate of Seller; (h) Certificates signed by Seller and by the Company to the effect that neither Seller nor the Company, as applicable, is a “foreign person” as defined in Section 1445 of the Code; and (i) The written resignations of the officers designated by Buyer at least three business days prior to Closing and all directors of each of the Companies; (e) The stock book, stock ledger, minute books, corporate seal Company and other corporate books and records of each of the Companies; (f) Executed documents or other instruments Subsidiaries in form reasonably satisfactory to Buyer that release the Encumbrances on the Shares and the assets of the Companies and any further liabilities under the Security Documents; (g) If not previously delivered to Buyer, all other documents, certificates, instruments and writings required pursuant hereto to be delivered by or on behalf of Seller at or before Closing; (h) An executed termination of the Shared Space and Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant to which Opco shall be relieved of any present or future obligation or liability thereunder; (i) Evidence of compliance by the Seller of its agreement set forth in Section 5.7(c); (j) Legal opinion of counsel to Seller substantially in the form attached hereto as Exhibit D; and (k) Evidence that Opco's participation in the Accounts Receivable Facility will be terminated as of the Closing Date and that, after the Closing Date, Opco shall no longer be bound thereby nor have any liability thereunder.

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article XArticles VIII and IX, at the Closing Seller shall deliver to Buyer all of the following: (a) Certificate of the secretary or an assistant secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) no amendments to the Certificate of Incorporation amended and restated charter of Seller and the lack of amendments thereto, since a specified date; (ii) the By-laws amended and restated bylaws of Seller, ; (iii) the resolutions of the board Board of directors Directors of Seller authorizing the execution and performance of this Agreement, any Seller Ancillary Agreement to which Seller is a party and the transactions contemplated hereby and thereby thereby; and (iv) incumbency and signatures of the officers of Seller executing this Agreement and any Seller Ancillary AgreementAgreement to which Seller is a party; (b) Certificate of the secretary or an assistant secretary of each Company and MxXxx’x, Inc., Saks Distribution Centers, Inc. and McRIL, LLC, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) the certificate of incorporation or similar organizational document of such entity and (ii) the by-laws or similar organizational document of such entity; (c) The certificates certificate(s), if any, representing all of the SharesSecurities, duly endorsed in blank to Buyer or accompanied by duly executed stock powerspowers or similar instruments of assignment with regard to uncertificated Securities; (cd) The certificate contemplated by Section 9.18.5, duly executed by a duly authorized officer of Seller; (d) The written resignations of the officers designated by Buyer at least three business days prior to Closing and all directors of each of the Companies; (e) The stock bookPrivate Brands Agreement, stock ledgerTrademark License Agreement, minute booksSoftware License Agreement, corporate seal the Buyer Transition Services Agreement, the CLL Licensed Department Agreements (if not previously executed) and other corporate books and records the Seller Transition Services Agreement, in each case, duly executed on behalf of each of Seller and, where applicable, the Companies; (f) Executed documents The written resignations of the directors or other instruments in form reasonably satisfactory to Buyer that release the Encumbrances on the Shares and the assets managers, as applicable, of the Companies and any further liabilities under the Security DocumentsTransferring Subsidiaries; (g) If not previously delivered to Buyer, all other documents, certificates, instruments and writings Any real estate transfer Tax declarations required pursuant hereto to be delivered by executed or on behalf of Seller at or before Closing;filed; and (h) An Internal Revenue Service Form 8023, with Sections B and C thereof completed and duly executed termination by a duly authorized officer of the Shared Space and Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant to which Opco shall be relieved of any present or future obligation or liability thereunder; (i) Evidence of compliance by the Seller of its agreement set forth in Section 5.7(c); (j) Legal opinion of counsel to Seller substantially in the form attached hereto as Exhibit D; and (k) Evidence that Opco's participation in the Accounts Receivable Facility will be terminated as of the Closing Date and that, after the Closing Date, Opco shall no longer be bound thereby nor have any liability thereunderSeller.

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article XIX, at Closing the Closing, Seller and the Company shall deliver to Buyer all of the following: (a) Copy of the Certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware; (b) Certificate of good standing of the Company issued as of a recent date by the Secretary of State of the State of Delaware; (c) Copy of the charter, articles of incorporation, certificate of formation or similar governing document of each Subsidiary, certified as of a recent date by an appropriate official of the state of organization of such Subsidiary; (d) Certificate of good standing or existence, as applicable, of each Subsidiary issued as of a recent date by an appropriate official of the state of organization of such Subsidiary; (e) Certificate of the secretary or an assistant secretary of Sellerthe Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to to: (i) no amendments to the Certificate of Incorporation of Seller and the lack Company since the date of amendments thereto, the certificate specified in clause (a) above; (ii) the By-laws Bylaws of Seller, the Company; (iii) the resolutions of the board Board of directors Directors of Seller the Company authorizing the execution and performance of this Agreement, any Seller Ancillary Agreement and the transactions contemplated hereby and thereby hereby; and (iv) the incumbency and signatures signature of the officers officer of Seller the Company executing this Agreement and any the Seller Ancillary AgreementAgreements; (bf) All consents, waivers or approvals obtained by the Company with respect to the consummation of the transactions contemplated by this Agreement, including without limitation, those listed on Section 8.6 of the Disclosure Schedule; (g) The certificates representing all of the Sharescontemplated by Section 8.1 and Section 8.2, duly endorsed in blank or accompanied executed by duly executed stock powers; (c) The Seller and the certificate contemplated by Section 9.18.2, duly executed by a duly authorized officer of Sellerthe Company; (dh) The written resignations of the officers designated by Buyer at least three business days prior to Closing each officer and all directors of each director of the Companies; (e) The stock book, stock ledger, minute books, corporate seal Company and other corporate books and records of each of the Companies; (f) Executed documents or other instruments in form reasonably satisfactory to Buyer that release the Encumbrances on the Shares and the assets of the Companies and any further liabilities under the Security Documents; (g) If not previously delivered to Buyer, all other documents, certificates, instruments and writings required pursuant hereto to be delivered by or on behalf of Seller at or before Closing; (h) An executed termination of the Shared Space and Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant to which Opco shall be relieved of any present or future obligation or liability thereunderSubsidiary; (i) Evidence Customary pay-off letters or evidence of compliance by termination with respect to the Seller of its agreement Indebtedness set forth in Section 5.7(c)Sections 3.4(i) or 8.6 of the Disclosure Schedule; (j) Legal The Escrow Agreement, duly executed by Seller; (k) A stock power, duly executed by Seller, transferring all outstanding Capital Stock of the Company to Buyer; (l) An opinion of counsel to Seller substantially letter from Seller’s counsel, in the form attached hereto as Exhibit D3.4(l); and (km) Evidence that Opco's participation in the Accounts Receivable Facility will be terminated as General releases of the Closing Date all claims against Company and that, after the Closing Date, Opco shall no longer be bound thereby nor have any liability thereunderits Subsidiaries by those individuals entitled to severance payments listed on Exhibit 1.1(b).

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article X, at Closing Seller the Closing, the Sellers shall deliver to Buyer all of the following: (a) Stock certificates representing all of the Shares, duly executed in blank or accompanied by duly executed instruments of transfer, and any other documents that are necessary to transfer to Buyer good and marketable title to all of the Shares; (b) The minute books and stock transfer books of each of the Companies; (c) Copies of the Articles of Incorporation of the Sellers and each of the Companies certified as of a recent date by the Secretary of State or other appropriate Administrative Authority of their respective jurisdictions of organization; (d) Certificates of good standing of the Sellers and each of the Companies issued as of a recent date by the respective jurisdictions of each state; (e) Certificate of the secretary or an assistant secretary of each Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) no amendments to the Certificate Articles of Incorporation of such Seller and since the lack of amendments thereto, date specified in clause (c) above; (ii) the By-laws Laws of such Seller, ; (iii) the resolutions of the board Board of directors Directors of such Seller authorizing the execution and performance of this Agreement, any Seller Ancillary Agreement to which such Seller is a party and the transactions contemplated hereby and thereby thereby; and (iv) incumbency and signatures of the officers of such Seller executing this Agreement and any Ancillary Agreement to which such Seller Ancillary is a party; (f) All consents, waivers or approvals obtained by each of the Companies with respect to the consummation of the transactions contemplated by this Agreement; (b) The certificates representing all of the Shares, duly endorsed in blank or accompanied by duly executed stock powers; (cg) The certificate contemplated by Section 9.1, duly executed by a duly authorized officer of Seller; (d) The written resignations of the officers designated by Buyer at least three business days prior to Closing and all directors of each of the Companies; (e) The stock book, stock ledger, minute books, corporate seal and other corporate books and records of each of the Companies; (f) Executed documents or other instruments in form reasonably satisfactory to Buyer that release the Encumbrances on the Shares and the assets of the Companies and any further liabilities under the Security Documents; (g) If not previously delivered to Buyer, all other documents, certificates, instruments and writings required pursuant hereto to be delivered by or on behalf of Seller at or before ClosingSellers; (h) An executed termination Adverse Development Excess of Loss Reinsurance Agreement, in the form to be attached hereto as Exhibit B prior to the expiration of the Shared Space Post-Signing Due Diligence Period, duly executed by LMC and Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant to which Opco shall be relieved of any present or future obligation or liability thereunderKEIC; (i) Evidence A Reinsurance Trust Agreement, in the form to be attached hereto as Exhibit C prior to the expiration of compliance the Post-Signing Due Diligence Period, to secure certain reinsurance recoverables, duly executed by the Seller of its agreement set forth in Section 5.7(c)LMC and KEIC; (j) Legal opinion of counsel to Seller substantially A Commutation Agreement, in the form to be attached hereto as Exhibit DD prior to the expiration of the Post-Signing Due Diligence Period, duly executed by LMC and KEIC; (k) An Administrative Services Agreement, in the form to be attached hereto as Exhibit E prior to the expiration of the Post-Signing Due Diligence Period, duly executed by the Eagle Entities, LMC and KEIC; (l) If applicable, each additional Administrative Services Agreement, in the forms to be attached hereto as Exhibit F prior to the expiration of the Post-Signing Due Diligence Period, duly executed by such Sellers and Companies as may be party thereto; (m) A Claims Services Agreement, in the form to be attached hereto as Exhibit G prior to the expiration of the Post-Signing Due Diligence Period, duly executed by the Eagle Entities and KEIC; (n) If applicable, each additional Claims Services Agreement, in the forms to be attached hereto as Exhibit H prior to the expiration of the Post-Signing Due Diligence Period, duly executed by such Sellers and Companies as may be party thereto; (o) The Escrow Agreement duly executed by the Sellers that are a party thereto; (p) Signature pages of Sellers and the Companies to any other Ancillary Agreements to which any of the Sellers and the Companies is a party; and (kq) Evidence that Opco's participation in An assignment and xxxx of sale, and such other instruments of sale, transfer and conveyance, including all intellectual property assignments, as Buyer and its counsel may reasonably request to evidence the Accounts Receivable Facility will be terminated as sale, transfer and conveyance of the Closing Date and that, after the Closing Date, Opco shall no longer be bound thereby nor have any liability thereunderTransferred Assets.