Common use of Seller’s Closing Deliveries Clause in Contracts

Seller’s Closing Deliveries. On or prior to the Closing, Seller shall execute and deliver, or shall cause to be executed and delivered (as applicable), to Purchaser the following items:‌ (a) a counterpart signature page to the Bill of Sale, executed by an authorized representative of Seller; (b) counterpart signature page(s) to the Assignment and Assumption Agreements, executed by an authorized representative of Seller; (c) an owner’s title affidavit, with respect to the Project Site, executed by an authorized representative of Seller, in form and substance satisfactory to the Title Company; (d) a certification of non-foreign status, in the form and manner which complies with the requirements of Section 1445(b)(2) of the Code and Treasury Regulation Section 1.1445-2(b)(2) with respect to Seller (or its direct or indirect regarded owner, as applicable); (e) certificates, dated as of the Closing Date, executed by the Secretary or any Assistant Secretary of Seller, certifying that attached thereto is: (i) a true, correct, and complete copy of a Certificate of Good Standing with respect to Seller, issued by the Secretary of State of the State of [State] as of a recent date; (ii) a true, correct, and complete copy of the company action of Seller, authorizing the execution, delivery, and performance by Seller of this Agreement and all of the other agreements and instruments, including the Ancillary Agreements, to which it is a party, in each case, to be executed and delivered by Seller in connection with this Agreement; and (iii) the name, title, and signature of each of the authorized representatives of Seller authorized to execute and deliver this Agreement and the other agreements and instruments contemplated by this Agreement, including the Ancillary Agreements, to which it is a party, substantially and in all material respects in the forms attached as Exhibit D-2 and Exhibit D-3; (f) a certificate, dated as of the Closing Date, executed by an authorized officer of Seller, certifying as to the matters set forth in Section 6.1.1 and Section 6.1.2; and (g) confirmation that the Seller’s Letter of Credit remains in full force and effect as required by Section 5.16.

Seller’s Closing Deliveries. On or prior to At the Closing, Seller shall execute and deliver, or shall cause to be executed and delivered (as applicable)delivered, to Purchaser Acquirer the following items:‌following: (a) a counterpart signature page to the Bill resignations of Sale, executed by an authorized representative each of Sellerthe directors and officers of the Company and its Subsidiaries listed on Schedule 7.1(a); (b) counterpart signature page(s) to each of the Assignment and Assumption Agreements, executed by an authorized representative of SellerAncillary Documents; (c) an owner’s the stock certificate(s) representing the Shares, along with fully executed stock assignments separate from certificate and other appropriate documents of transfer as are necessary to transfer and convey to Acquirer title affidavit, with respect to the Project SiteShares, as sole owner, free and clear of all Encumbrances; (d) the Escrow Agreement in the form attached hereto as Exhibit A fully executed by an authorized representative Seller and the Company; (e) a Certificate of SellerStatus, dated as of a date as close to the Closing Date as is practicable, issued by the Ministry of Consumer and Business Services (Ontario ) as to the good standing of the Company and of each of the Subsidiaries incorporated in Ontario and the corporate good standing of each of the other Subsidiaries; (f) copies of the resolutions of the board of directors and shareholder of the Company, unanimously approved by such board of directors and shareholder and certified in each case by the Secretary of the Company as being true, correct and complete and then in full force and effect, authorizing (i) the execution and delivery of this Agreement and the Ancillary Documents and (ii) the consummation of the Transactions; (g) the stock books, stock ledgers, minute books and (if any) corporate seals of the Company; and (h) such forms and certificates, duly executed and acknowledged, in form and substance reasonably satisfactory to the Title Company; (d) a certification of non-foreign status, in the form and manner which complies with the requirements of Section 1445(b)(2) of the Code and Treasury Regulation Section 1.1445-2(b)(2) with respect to Seller (or its direct or indirect regarded owner, as applicable); (e) certificates, dated as of the Closing Date, executed by the Secretary or any Assistant Secretary of SellerAcquirer, certifying that attached thereto is: (i) a true, correct, and complete copy of a Certificate of Good Standing with respect to Seller, issued by the Secretary of State transactions contemplated in this Agreement are exempt from withholding under Section 1445 of the State of [State] as of a recent date; (ii) a true, correct, and complete copy of the company action of Seller, authorizing the execution, delivery, and performance by Seller of this Agreement and all of the other agreements and instruments, including the Ancillary Agreements, to which it is a party, in each case, to be executed and delivered by Seller in connection with this Agreement; and (iii) the name, title, and signature of each of the authorized representatives of Seller authorized to execute and deliver this Agreement and the other agreements and instruments contemplated by this Agreement, including the Ancillary Agreements, to which it is a party, substantially and in all material respects in the forms attached as Exhibit D-2 and Exhibit D-3; (f) a certificate, dated as of the Closing Date, executed by an authorized officer of Seller, certifying as to the matters set forth in Section 6.1.1 and Section 6.1.2; and (g) confirmation that the Seller’s Letter of Credit remains in full force and effect as required by Section 5.16Code.

Seller’s Closing Deliveries. On or prior to the Closing, Seller The Sellers shall execute and deliver, or shall cause to be executed and delivered (as applicable), to Purchaser the following items:‌Buyer: (ai) a counterpart signature page to the Bill of Sale, executed by an authorized representative of Seller; (b) counterpart signature page(s) to the Assignment and Assumption Agreements, executed by an authorized representative of Seller; (c) an owner’s title affidavit, with respect to the Project Site, executed by an authorized representative of Seller, in form and substance satisfactory to the Title Company; (d) a certification of non-foreign status, in the form and manner which complies with the requirements of Section 1445(b)(2) of the Code and Treasury Regulation Section 1.1445-2(b)(2) with respect to Seller (or its direct or indirect regarded owner, as applicable); (e) certificatesaffidavit, dated as of the Closing Date, duly executed by the Secretary or any Assistant Secretary of Seller, certifying that attached thereto is: (iA) a true, correct, and complete copy of a Certificate of Good Standing Blocker Seller in accordance with respect to Seller, issued by the Secretary of State Section 1445 of the State Code and (B) each Holdco Seller in accordance with Sections 1445 and 1446(f)(2) of [State] as of a recent date; the Code; (ii) a truecertificate duly executed by an executive officer of the Company and by the Sellers’ Representative, correctreasonably satisfactory to Buyer, certifying that the conditions with respect to Buyer’s obligations under this Agreement set forth in Section 7.1, Section 7.2 and complete Section 7.5 have been satisfied; (iii) a copy of the company action Escrow Agreement duly executed by the Sellers’ Representative and the Escrow Agent; (iv) the Estimated Closing Statement; (v) true and complete copies of Sellerthe resolutions adopted by the appropriate governing bodies of the Sellers and the Company, respectively, authorizing the execution, delivery, delivery and performance by Seller of this Agreement and all of the other agreements and instruments, including the Ancillary Agreements, Agreements to which it is a partyparty and the consummation of the transactions contemplated hereby and thereby; (vi) evidence of the resignations, in each caseeffective as of the Closing, to be executed and delivered by Seller in connection with this Agreement; and (iii) the name, title, and signature of each of the authorized representatives of Seller authorized to execute Company’s and deliver this Agreement and the other agreements and instruments contemplated by this Agreementits Subsidiaries’ directors, including the Ancillary Agreementslimited liability company managers, to which it is a party, substantially and in all material respects in the forms attached as Exhibit D-2 and Exhibit D-3; (f) a certificate, dated as of the Closing Date, executed by an authorized officer of Seller, certifying as to the matters or officers set forth in Section 6.1.1 and Section 6.1.22.4(a)(vi) of the Buyer Disclosure Schedules in the form attached hereto as Exhibit C; and (gvii) confirmation in respect of any named insured entity that is not transferred, directly or indirectly, to Buyer hereunder, a waiver of all rights under any representations and warranties insurance policies obtained in connection with the Seller’s Letter of Credit remains transactions contemplated by the Cloverleaf Acquisition Agreement and the ZM Merger Agreement), including, without limitation, the right to recover any and all “losses” (as such term is defined in full force and effect as required by Section 5.16the foregoing policies) under such policies for claims made prior to Closing.

Seller’s Closing Deliveries. On Seller Parent or prior to the ClosingSeller, Seller as applicable, shall execute and deliverhave delivered, or shall cause caused to be executed and delivered (as applicable)delivered, to Purchaser Buyer at the following items:‌Closing each of the following: (ai) a counterpart signature page to stock certificates representing the Bill of SalePRI Shares, executed duly endorsed in blank, or accompanied by an authorized representative of Sellerduly endorsed stock transfer powers; (b) counterpart signature page(s) to the Assignment and Assumption Agreements, executed by an authorized representative of Seller; (c) an owner’s title affidavit, with respect to the Project Site, executed by an authorized representative of Seller, in form and substance satisfactory to the Title Company; (dii) a certification of non-foreign status, in the form and manner which complies with the requirements of Section 1445(b)(2) copy of the Code and Treasury Regulation Section 1.1445-2(b)(2) with respect to Seller (or its direct or indirect regarded owner, as applicable); (e) certificates, dated as of the Closing Date, executed by the Secretary or any Assistant Secretary of Seller, certifying that attached thereto is: (i) a true, correct, and complete copy of a Certificate of Good Standing with respect to SellerIncorporation, issued certified by the Secretary of State of the State applicable state of [State] incorporation, of PRI as in effect on the Closing Date; (iii) with respect to PRI, a certificate of good standing issued by the secretary of state of each of the states of incorporation and a recent date; certificate of qualification of good standing in each of the states in which PRI is qualified to transact business issued by the secretary of state or other appropriate authority of each such state, dated on or after January 1, 1997 (iiall of which states are listed in Schedule 4.1); (iv) a true, correct, and complete copy of the company action bylaws of SellerPRI, which shall be certified to be accurate and complete as of the Closing Date by the Secretary of such entity; (v) the minute book and corporate seal of PRI; (vi) the resignations of those officers and directors PRI identified by the Buyer prior to the Closing; (vii) consents of all Persons whose consent or approval is set forth in Schedule 4.4; (viii) a certified copy of the resolutions of the Board of Directors of each of Seller Parent and Seller authorizing the execution, delivery, delivery and performance by Seller of this Agreement and all Related Agreements and authorizing the performance of the other agreements and instruments, including the Ancillary Agreements, to which it is a party, in each case, to be executed and delivered by Seller in connection with this Agreement; and (iii) the name, title, and signature of each of the authorized representatives obligations of Seller authorized to execute Parent and deliver this Agreement and the other agreements and instruments contemplated by this Agreement, including the Ancillary Agreements, to which it is a party, substantially and in all material respects in the forms attached as Exhibit D-2 and Exhibit D-3Seller thereunder; (fix) a certificate, dated as of the Closing Date, executed by an authorized officer of Seller, certifying as to the matters set forth certificates referenced in Section 6.1.1 Sections 8.2 and Section 6.1.28.3 hereof; and (gx) confirmation that the Stockholders Agreement, duly executed by Seller’s Letter of Credit remains in full force and effect as required by Section 5.16.

Seller’s Closing Deliveries. On or prior to the Closing, Seller shall execute and deliver, or shall cause to be executed and delivered (as applicable), to Purchaser Each of the following items:‌documents must have been delivered to Buyer: (a) a counterpart signature page stock certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) for transfer to the Bill of Sale, executed by an authorized representative of SellerBuyer; (b) counterpart signature page(s) to the Assignment and Assumption AgreementsEscrow Agreement, in the form of Exhibit A, duly executed by an authorized representative of SellerX. Xxxxxx, in his capacity as Shareholder Representative thereunder; (c) an owner’s title affidavitopinion of Smith, with respect Anderson, Blount, Dorsett, Xxxxxxxx & Xxxxxxxx, L.L.P., legal counsel to Company, dated the Project Site, executed by an authorized representative of SellerClosing Date, in the form and substance satisfactory to the Title Companyof Exhibit B; (d) a certification certificate of non-foreign statusexistence for Company from the State of North Carolina, in the form and manner which complies with the requirements dated as of Section 1445(b)(2) of the Code and Treasury Regulation Section 1.1445-2(b)(2) with respect to Seller (or its direct or indirect regarded owner, as applicable)a recent date; (e) certificatesthe Non-Competition Agreements in the form of Exhibit C, duly executed by each Designated Seller; (f) a Certificate, dated as of the Closing, signed by Company's President and the Shareholder Representative on behalf of the Sellers, certifying that the conditions specified in Sections 8.1 and 8.2 have been fulfilled; and (g) a Secretary's Certificate, dated as of the Closing Date, executed signed by the Company's Secretary or any an Assistant Secretary of SellerSecretary, certifying that attached thereto is: (i) a true, correct, and complete that the copy of a Certificate Company's Articles of Good Standing with respect to SellerIncorporation, issued as amended, which shall have been certified by the Secretary of State of the State of [State] North Carolina as of a recent date, attached thereto is true, correct and complete; (ii) a that the copy of Company's bylaws, as amended, attached thereto is true, correct, correct and complete copy of the company action of Seller, authorizing the execution, delivery, and performance by Seller of this Agreement and all of the other agreements and instruments, including the Ancillary Agreements, to which it is a party, in each case, to be executed and delivered by Seller in connection with this Agreementcomplete; and (iii) that the name, title, and signature of each copy of the authorized representatives resolutions of Seller authorized to execute and deliver the board of directors of Company attached thereto evidencing the approval of this Agreement Agreement, the Transactions and the other agreements matters contemplated hereby was duly adopted and instruments contemplated by this Agreement, including the Ancillary Agreements, to which it is a party, substantially and in all material respects in the forms attached as Exhibit D-2 and Exhibit D-3; (f) a certificate, dated as of the Closing Date, executed by an authorized officer of Seller, certifying as to the matters set forth in Section 6.1.1 and Section 6.1.2; and (g) confirmation that the Seller’s Letter of Credit remains in full force and effect as required by Section 5.16effect.

Seller’s Closing Deliveries. On or prior before the Closing Date, the Sellers, the Principals and the Trusts shall deliver or caused to be delivered to the Closing, Seller shall execute and deliver, or shall cause to be executed and delivered (as applicable), to Purchaser the following items:‌following: (a) a counterpart signature page evidence of the correction of the corporate deficiencies to the Bill of Sale, executed by an authorized representative of SellerPurchaser’s reasonable satisfaction; (b) counterpart signature page(s) to release of the Assignment Acquired Entities by the Sellers and Assumption Agreements, executed by an authorized representative of Sellerthe Principals (including from all rights and obligations under the 2019 SPA); (c) an owner’s title affidavitdischarge by Sellers and the Principals of all security interests registered against the assets of the Acquired Entities; (d) share certificates representing the Purchased Shares endorsed in blank for transfer or accompanied by irrevocable stock transfer powers of attorney executed in blank, in either case, by the Sellers and such shares held by Xxxxxx Xxxxx and all Option Holders that will not elect to execute the Option Settlement Agreement, and the cancelled share certificates representing the Purchased Shares and such other shares, together with respect evidence satisfactory to the Project Site, executed Purchaser that the Purchaser has been entered in the Corporate Records as the holder of record of the Purchased Shares and such other shares; (e) copies certified by an officer of each of the Sellers or the Acquired Entities, as the case may be, of: (i) the articles and by-laws of each of the Sellers and the Acquired Entities; (ii) any shareholders agreement affecting the Corporation and FDTX together with evidence of their termination; (iii) the resolutions of the shareholders and the board of directors of each of the Sellers and the Acquired Entities approving the entering into and completion of the Transactions; and (iv) a list of the officers and directors authorized representative of Sellerto sign agreements together with relevant specimen signatures, all in form and substance satisfactory to the Title CompanyPurchaser, acting reasonably; (d) a certification of non-foreign status, in the form and manner which complies with the requirements of Section 1445(b)(2) of the Code and Treasury Regulation Section 1.1445-2(b)(2) with respect to Seller (or its direct or indirect regarded owner, as applicable); (e) certificates, dated as of the Closing Date, executed by the Secretary or any Assistant Secretary of Seller, certifying that attached thereto is: (i) a true, correct, and complete copy of a Certificate of Good Standing with respect to Seller, issued by the Secretary of State of the State of [State] as of a recent date; (ii) a true, correct, and complete copy of the company action of Seller, authorizing the execution, delivery, and performance by Seller of this Agreement and all of the other agreements and instruments, including the Ancillary Agreements, to which it is a party, in each case, to be executed and delivered by Seller in connection with this Agreement; and (iii) the name, title, and signature of each of the authorized representatives of Seller authorized to execute and deliver this Agreement and the other agreements and instruments contemplated by this Agreement, including the Ancillary Agreements, to which it is a party, substantially and in all material respects in the forms attached as Exhibit D-2 and Exhibit D-3; (f) a certificate, dated as of the Closing Date, executed by an authorized officer of Seller, certifying as to the matters set forth in Section 6.1.1 and Section 6.1.2; and (g) confirmation that the Seller’s Letter of Credit remains in full force and effect as required by Section 5.16.

Seller’s Closing Deliveries. On or prior to At the Closing, Seller shall execute and deliver, deliver or shall cause to be executed and delivered (as applicable), to Purchaser the following items:‌Buyer: (ai) certificates representing the Ozark Shares, duly endorsed in blank or accompanied by sufficient instruments of transfer and bearing all requisite stock transfer stamps; (ii) certificates representing the N.I.S. Shares, duly endorsed in blank or accompanied by sufficient instruments of transfer and bearing all requisite stock transfer stamps; (iii) a counterpart signature page to the Bill certificate of Sale, Seller duly executed by an authorized representative officer of Seller; (b) counterpart signature page(s) to the Assignment and Assumption Agreements, executed by an authorized representative of Seller; (c) an owner’s title affidavit, with respect to the Project Site, executed by an authorized representative of Seller, in form and substance satisfactory to the Title Company; (d) a certification of non-foreign status, in the form and manner which complies with the requirements of Section 1445(b)(2) of the Code and Treasury Regulation Section 1.1445-2(b)(2) with respect to Seller (or its direct or indirect regarded owner, as applicable); (e) certificates, dated as of the Closing Date, executed by the Secretary or any Assistant Secretary of Seller, certifying that attached thereto is: (i) a true, correct, and complete copy of a Certificate of Good Standing with respect as to Seller, issued by 's compliance with the Secretary conditions set forth in Section 6.2(a) and Section 6.2(b); (iv) counterparts of State of the State of [State] as of a recent date; (ii) a true, correct, and complete copy of the company action of Seller, authorizing the execution, delivery, and performance by Seller of each Transaction Agreement other than this Agreement and all of the other agreements and instruments, including the Ancillary Agreements, to which it Seller is a party, in each case, to be duly executed and delivered by Seller in connection with this Agreement; and (iii) the name, title, and signature of each of the authorized representatives of Seller authorized to execute and deliver this Agreement and the other agreements and instruments contemplated by this Agreement, including the Ancillary Agreements, to which it is a party, substantially and in all material respects in the forms attached as Exhibit D-2 and Exhibit D-3Seller; (fv) a certificatethe written resignations of the directors and officers of each Company, dated effective as of the Closing, except as requested by Buyer not less than five (5) Business Days prior to the anticipated Closing Date; (vi) evidence of (a) the assignment of the Individual Agent Agency Agreements from Seller to Ozark and (b) the termination of the Agency Agreement, in each case pursuant to Section 2.1 hereof; (vii) an affidavit in the form set forth in the Treasury Regulations under Section 1445(b)(2) of the Code certifying that, as of the Closing Date, executed by an authorized officer Seller is not a “foreign person”; (viii) the approvals, authorizations, consents, waivers or licenses described on Section 3.6 of Seller, certifying as to the matters set forth in Section 6.1.1 and Section 6.1.2Seller Disclosure Schedule; and (gix) confirmation that the Seller’s Letter of Credit remains in full force all Books and effect as required by Records to be delivered to Buyer pursuant to Section 5.165.9.

Seller’s Closing Deliveries. On Sellers shall deliver each of the following documents, duly executed by Sellers or prior to the Closing, Seller shall execute and deliver, or shall cause to be executed and delivered (as their Affiliates where applicable), to Purchaser the following items:‌Buyer: (a1) a counterpart signature page to Transfer and Assignment Agreement in the Bill of Sale, executed by an authorized representative of Sellerform attached hereto as Exhibit B; (b) counterpart signature page(s) to the Assignment and Assumption Agreements, executed by an authorized representative of Seller; (c) an owner’s title affidavit, with respect to the Project Site, executed by an authorized representative of Seller, in form and substance satisfactory to the Title Company; (d2) a certification certificate of non-foreign status, in good standing for the form and manner which complies with the requirements of Section 1445(b)(2) of the Code and Treasury Regulation Section 1.1445-2(b)(2) with respect to Seller (or its direct or indirect regarded owner, as applicable); (e) certificates, dated as of the Closing Date, executed by the Secretary or any Assistant Secretary of Seller, certifying that attached thereto is: (i) a true, correct, and complete copy of a Certificate of Good Standing with respect to Seller, issued by the Secretary of State of Company from the State of [State] Illinois, dated as of a recent date; (ii) a true, correct, and complete copy of the company action of Seller, authorizing the execution, delivery, and performance by Seller of this Agreement and all of the other agreements and instruments, including the Ancillary Agreements, to which it is a party, in each case, to be executed and delivered by Seller in connection with this Agreement; and (iii) the name, title, and signature of each of the authorized representatives of Seller authorized to execute and deliver this Agreement and the other agreements and instruments contemplated by this Agreement, including the Ancillary Agreements, to which it is a party, substantially and in all material respects in the forms attached as Exhibit D-2 and Exhibit D-3; (f3) a certificate of good standing for each Seller from its State of incorporation or formation, dated as of a recent date; (4) a certificate, dated as of the Closing Date, executed signed by an a duly authorized officer of each Seller, certifying that the conditions specified in Sections 8.1(a),(b),(d),(e),(f),(g),(h),(i),(j) and (k) have been fulfilled; (5) copies of the requisite resolutions or actions of each Seller’s manager or board of directors, as applicable, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, certified by the Secretary of each Seller as being duly adopted and in full force and effect; (6) the Seller’s Title Company Affidavit in the form attached hereto as Exhibit H executed by each Seller; (7) the Agency Agreement in the form attached as Exhibit C hereto; 27 (8) UCC-3 termination statements (or other appropriate instruments) signed by Constellation and filed in all jurisdictions where Constellation recorded financing statements or other liens or security interests held by Constellation against the Company or the Projects pursuant to the matters set forth in Section 6.1.1 Security Agreement dated April 30, 2003 between the Company and Section 6.1.2Constellation and releasing such financing statements or other liens or security interests (if any); and (g9) written confirmation that from the Seller’s Letter bank holding the Account of Credit remains the amount on deposit in full force and effect such Account as of the Closing, such amount to be in an amount at least equal to the amount required by Section 5.165.2 of the Assignment, Assumption, Release and Amendment Agreement Buyer may waive any condition specified in this Section 8.1 if it executes a writing so stating at or prior to the Closing and such waiver shall not be considered a waiver of any other provision in this Agreement unless the writing specifically so states.

Seller’s Closing Deliveries. On or prior to At the Closing, Seller the Sellers shall execute and deliver, deliver or shall cause to be executed and delivered (as applicable), to the Purchaser the following items:‌documents: (a) a counterpart signature page to the Bill certificate of Sale, executed by an authorized representative of Seller; (b) counterpart signature page(s) to the Assignment and Assumption Agreements, executed by an authorized representative of Seller; (c) an owner’s title affidavit, with respect to the Project Site, executed by an authorized representative of Seller, in form and substance satisfactory to the Title Company; (d) a certification of non-foreign status, in the form and manner which complies with the requirements of Section 1445(b)(2) good standing of the Code and Treasury Regulation Section 1.1445-2(b)(2) with respect to Seller (or its direct or indirect regarded owner, as applicable); (e) certificates, dated as of the Closing Date, executed by the Secretary or any Assistant Secretary of Seller, certifying that attached thereto is: (i) a true, correct, and complete copy of a Certificate of Good Standing with respect to Seller, issued by Company from the Secretary of State of the State of [State] as of a recent date; Texas dated within five (ii5) a true, correct, and complete copy of Business Days prior to the company action of Seller, authorizing the execution, delivery, and performance by Seller of this Agreement and all of the other agreements and instruments, including the Ancillary Agreements, to which it is a party, in each case, to be executed and delivered by Seller in connection with this Agreement; and Closing Date; (iiib) the name, title, and signature of for each of the Sellers, a certificate of an authorized representatives director or officer of Seller dated as of the Closing Date in the form of Exhibit B; (c) a certificate of an authorized officer or the manager of the Company dated as of the Closing Date in the form of Exhibit C; (d) evidence in form satisfactory to execute and deliver this Agreement the Purchaser, acting reasonably, that the consent to the assignment of the shopping centre lease between Blue Star Frisco Retail LLC and the other agreements Company as amended by the first amendment dated January 1, 2021 (the “Shopping Center Lease”) has been obtained; (e) evidence that the Company has filed an IRS Form 8832 to elect to have the Company classified and instruments contemplated by this Agreementtaxed as a corporation for federal income tax purposes under Regulation Section 301.7701-3, including the Ancillary Agreementseffective as of April 1, to which it 2021, and such filing is a party, substantially current and in all material respects in the forms attached as Exhibit D-2 and Exhibit D-3valid; (f) a certificate, the Lock-up Agreements duly executed by the Sellers dated as of the Closing Date; (g) the written resignation of each director, executed officer and manager of the Company, as applicable, designated by an authorized the Purchaser and a mutual release of all claims against the Company by each such director, officer and manager, as applicable, and by the Company against each such releasee in the form of Seller, certifying as to the matters set forth in Section 6.1.1 and Section 6.1.2Exhibit D; and (gh) confirmation that the Seller’s Letter of Credit remains in full force all such other assurances, consents, agreements, documents and effect instruments as may be reasonably required by Section 5.16the Purchaser to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Purchaser, acting reasonably.

Seller’s Closing Deliveries. On At or prior to the Closing, Seller shall execute and deliver, deliver or shall cause to be executed and delivered (as applicable), to Purchaser (unless waived in writing by Purchaser) the following items:‌following: (1) the Estimated Statement, duly executed by Xxxxxx; (2) a certificate of good standing or its equivalent under the Laws of the jurisdiction of its incorporation or formation with respect to each Group Company, dated no more than ten (10) days prior to the Closing Date; (3) a certificate of the President or other senior officer of Seller certifying and attaching: (a) a counterpart signature page certificate of good standing of Seller under the Laws of the jurisdiction of its incorporation, dated no more than ten (10) days prior to the Bill of Sale, executed by an authorized representative of SellerClosing Date; (b) counterpart signature page(sresolutions of the board of directors of Seller authorizing the execution, delivery, and performance of this Agreement and of all Contracts, agreements, instruments, certificates, and other documents required by this Agreement to be delivered by Seller; and (c) the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Assignment and Assumption Agreements, transactions contemplated by this Agreement; (4) a certificate executed by an authorized representative Representative of Seller; (c) an owner’s title affidavit, with respect to the Project Site, executed by an authorized representative of Seller, in form and substance satisfactory to the Title Company; (d) a certification of non-foreign status, in the form and manner which complies with the requirements of Section 1445(b)(2) of the Code and Treasury Regulation Section 1.1445-2(b)(2) with respect to Seller (or its direct or indirect regarded owner, as applicable); (e) certificates, dated as of the Closing Date, executed by the Secretary or any Assistant Secretary of Seller, certifying that attached thereto is: all of the conditions set forth in Sections 5.1(1) and 5.1(2) are satisfied or waived; (5) certificate or certificates representing the Shares, together with a stock power or stock powers duly endorsed by Seller in favor of Purchaser; (6) resignations, effective as of the Closing, of (i) a trueeach director, correctmanager, and complete officer of each Group Company and (ii) any representative appointed by Seller or any of its Affiliates (including the Group Companies) on any committees or boards of any of the Group Companies; (7) the corporate records, minute books, share certificate books, and corporate seal (if any) of each Group Company; (8) documentation reasonably acceptable to Purchaser that the Intercompany Balances have been released, cancelled, or settled in accordance with Section 7.9; (9) evidence that the D&O Tail Policy has been obtained in accordance with 7.7(1); (10) the Transition Services Agreement, duly executed by Seller or its designated Affiliate; (11) the License Agreement, duly executed by Newmont USA Limited and CC&V; (12) an electronic copy of all materials made available in the Data Room; (13) copies of all Required Pre-Closing Approvals; (14) a Certificate of Good Standing properly completed and duly executed IRS Form W-9 from Seller; (15) an IRS Form 8023 (Elections under Section 338 for Corporations Making Qualified Stock Purchases) with respect to Seller, issued by the Secretary of State of the State of [State] as of a recent date; (ii) a true, correct, and complete copy of the company action of Seller, authorizing the execution, delivery, and performance by Seller of this Agreement and all of the other agreements and instruments, including the Ancillary Agreements, to which it is a party, in each case, to be executed and delivered by Seller in connection with this Agreement; and (iii) the name, title, and signature of each of the authorized representatives of Seller authorized to execute Company, XxXxxxx and deliver this Agreement and the other agreements and instruments contemplated by this AgreementMatoa, including the Ancillary Agreements, to which it is a party, substantially and in all material respects in the forms attached as Exhibit D-2 and Exhibit D-3; (f) a certificate, dated as of the Closing Date, duly executed by an authorized officer of Seller, certifying and any other analogous or corresponding form as requested by the Purchaser and required to be filed with any state, local or foreign Governmental Authority to effect the matters set forth in Section 6.1.1 and Section 6.1.2338(h)(10) Election; and (g16) confirmation that the Seller’s Letter of Credit remains in full force all such other assurances, consents, agreements, documents, and effect instruments as may be reasonably required by Section 5.16Purchaser to complete the transactions provided for in this Agreement, all of which shall be in form and substance reasonably satisfactory to Purchaser.

Seller’s Closing Deliveries. On Seller Parent or prior to the ClosingSeller, Seller as applicable, shall execute and deliverhave delivered, or shall cause caused to be executed and delivered (as applicable)delivered, to Purchaser Buyer at the following items:‌Closing each of the following: (ai) a counterpart signature page to stock certificates representing the Bill of SaleMRI Shares, executed duly endorsed in blank, or accompanied by an authorized representative of Sellerduly endorsed stock transfer powers; (b) counterpart signature page(s) to the Assignment and Assumption Agreements, executed by an authorized representative of Seller; (c) an owner’s title affidavit, with respect to the Project Site, executed by an authorized representative of Seller, in form and substance satisfactory to the Title Company; (dii) a certification of non-foreign status, in the form and manner which complies with the requirements of Section 1445(b)(2) copy of the Code and Treasury Regulation Section 1.1445-2(b)(2) with respect to Seller (or its direct or indirect regarded owner, as applicable); (e) certificates, dated as of the Closing Date, executed by the Secretary or any Assistant Secretary of Seller, certifying that attached thereto is: (i) a true, correct, and complete copy of a Certificate of Good Standing with respect to SellerIncorporation, issued certified by the Secretary of State of the State applicable state of [State] incorporation, of each member of the MRI Group as in effect on the Closing Date; (iii) with respect to each member of the MRI Group, a recent date; certificate of good standing issued by the secretary of state of each of the states of incorporation and a certificate of qualification of good standing in each of the states in which such corporation is qualified to transact business issued by the secretary of state or other appropriate authority of each such state, dated on or after January 1, 1997, (iiall of which states are listed in Schedule 4.1); (iv) a true, correct, and complete copy of the company action bylaws of Sellereach member of the MRI Group, which shall be certified to be accurate and complete as of the Closing Date by the Secretary of such entity; (v) the minute book and corporate seal of each member of the MRI Group; (vi) the resignations of those officers and directors of each member of the MRI Group identified by the Buyer prior to the Closing; (vii) consents of all Persons whose consent or approval is set forth in Schedule 4.5; (viii) a certified copy of the resolutions of the Board of Directors of each of Seller Parent and Seller authorizing the execution, delivery, delivery and performance by Seller of this Agreement and all Related Agreements and authorizing the performance of the other agreements and instruments, including the Ancillary Agreements, to which it is a party, in each case, to be executed and delivered by Seller in connection with this Agreement; and (iii) the name, title, and signature of each of the authorized representatives obligations of Seller authorized to execute Parent and deliver this Agreement and the other agreements and instruments contemplated by this Agreement, including the Ancillary Agreements, to which it is a party, substantially and in all material respects in the forms attached as Exhibit D-2 and Exhibit D-3Seller thereunder; (fix) a certificatethe certificates referenced in Sections 8.2 and 8.3 hereof; (x) the Stockholders Agreement, dated as of the Closing Date, duly executed by an authorized officer of Seller, certifying as to the matters set forth in Section 6.1.1 and Section 6.1.2; and (gxi) confirmation that the License Agreement, duly executed by Seller’s Letter of Credit remains in full force and effect as required by Section 5.16.

Seller’s Closing Deliveries. On or prior to At the Closing, Seller the Sellers shall execute and deliver, deliver or shall cause to be executed delivered to the Buyer and delivered (as applicable), to Purchaser the Parent the following items:‌documents: (a1) a counterpart signature page to the Bill certificate or certificates representing the Purchase Shares; (2) assignments of Salethe Purchase Shares in the form of Exhibit A, duly executed by an authorized representative of each Seller; (b3) counterpart signature page(s) to the Assignment minute books, share certificate books and Assumption Agreements, executed by an authorized representative corporate seals of Sellerthe Corporation; (c) an owner’s title affidavit, with respect to the Project Site, executed by an authorized representative of Seller, in form and substance satisfactory to the Title Company; (d4) a certification certificate of non-foreign status, in the form and manner which complies with the requirements of Section 1445(b)(2) each of the Code and Treasury Regulation Section 1.1445-2(b)(2) with respect to Seller (or its direct or indirect regarded owner, as applicable); (e) certificates, Sellers dated as of the Closing Date, executed by the Secretary or any Assistant Secretary of Seller, certifying that attached thereto is: (i) a true, correct, and complete copy of a Certificate of Good Standing with respect to Seller, issued by the Secretary of State of the State of [State] as of a recent date; (ii) a true, correct, and complete copy of the company action of Seller, authorizing the execution, delivery, and performance by Seller of this Agreement and all of the other agreements and instruments, including the Ancillary Agreements, to which it is a party, in each case, to be executed and delivered by Seller in connection with this Agreement; and (iii) the name, title, and signature of each of the authorized representatives of Seller authorized to execute and deliver this Agreement and the other agreements and instruments contemplated by this Agreement, including the Ancillary Agreements, to which it is a party, substantially and in all material respects Date in the forms attached as form of Exhibit D-2 and Exhibit D-3B; (f5) a certificate, certificate of the co-CEOs of the Corporation dated as of the Closing DateDate in the form of Exhibit C; (6) evidence in form satisfactory to the Buyer and the Parent, both acting reasonably, that the Corporation Consents and Approvals have been obtained; (7) the new Employment Agreements acceptable in form and substance to the Buyer, executed by an authorized officer the Corporation and each of Seller, certifying as Xxxx Xxxxxxxxx and Xxxxx XxXxxxxx; (8) Non-competition Agreements acceptable in form and substance to the matters set forth Buyer, duly executed by the Corporation and each of the Sellers; (9) the written resignation of each of Xxxxxx Xxxxxx, Dr. Gratio Xxxxx and Xxxxx Xx as Directors and Officers of the Corporation in Section 6.1.1 and Section 6.1.2the form of Exhibit D; (10) the Sellers’ Solicitors Opinion; and (g11) confirmation that the Seller’s Letter of Credit remains in full force all such other assurances, consents, agreements, documents and effect instruments as may be reasonably required by Section 5.16the Buyer or the Parent to complete the transactions provided for in this Agreement.

Seller’s Closing Deliveries. On At the Closing and simultaneously with the Purchaser's deliveries hereunder, the Sellers shall deliver or prior to the Closing, Seller shall execute and deliver, or shall cause to be executed and delivered (as applicable), to Purchaser the following items:‌Purchaser: (a) a counterpart signature page to stock certificates representing all of the Bill Securities, accompanied by stock or similar powers duly endorsed in blank or accompanied by duly executed instruments of Sale, executed by an authorized representative of Seller;transfer (the "Stock Powers"). (b) counterpart signature page(s) to the Assignment and Assumption Employment Agreements, duly executed by an authorized representative of SellerGutterman, Caliguiri and Cohen, as applicable; (c) an owner’s title affidavitxxe Xxxxxx Xxreemexx, with respect to the Project Site, xuly executed by an authorized representative of Seller, in form and substance satisfactory to the Title CompanySellers; (d) a certification of non-foreign status, in certificates duly executed by the form and manner which complies with Sellers as to the requirements of Section 1445(b)(2) satisfaction of the Code conditions set forth in Sections 10.2(a), (b) and Treasury Regulation Section 1.1445-2(b)(2) with respect to Seller (or its direct or indirect regarded owner, as applicablec); (e) certificates, dated as a certificate duly executed by respective Secretary of the Closing Date, executed by Companies and the Secretary or any Assistant Secretary Subsidiaries certifying the organizational documents and all amendments thereto of Seller, certifying that attached thereto is: the Companies and each of the Subsidiaries; (if) a true, correct, certificate certifying the existence and complete copy good standing of a Certificate each of Good Standing with respect to Seller, the Companies and the Subsidiaries issued by the Secretary of State of the State of [State] where it is incorporated, formed or created and each State in which it is qualified to do business as a foreign corporation or trust, each as of a recent date; ; (iig) a trueduly executed copies of those Consents set forth on Schedule 4.9(b); (h) resignations as directors, correct, and complete copy duly executed by each of those persons serving as directors of the company action of Seller, authorizing the execution, delivery, Companies and performance by Seller of this Agreement and all each of the other agreements Subsidiaries immediately prior to the Closing (such resignations shall be effective either before or upon the consummation of the Closing); (i) duly executed releases from each of the directors and instruments, including officers of the Ancillary Agreements, to which it is a partyCompanies and the Subsidiaries, in each case, substantially in the form attached hereto as Exhibit D (the "Directors' and Officers' Releases"); (j) duly executed spousal consents for each of the Sellers to be the extent required; (k) a cross-receipt duly executed and delivered by Seller in connection with this Agreement; and the Sellers; (iiil) the namestock books, titlestock ledgers, minute books and signature corporate seals of each of the authorized representatives of Seller authorized to execute and deliver this Agreement Companies and the Subsidiaries; (m) all such other agreements certificates, documents and instruments as the Purchaser shall reasonably request in connection with the consummation of the transactions contemplated by this Agreement, including the Ancillary Agreements, to which it is a party, substantially and in all material respects in the forms attached as Exhibit D-2 and Exhibit D-3; (f) a certificate, dated as of the Closing Date, executed by an authorized officer of Seller, certifying as to the matters set forth in Section 6.1.1 and Section 6.1.2; and (g) confirmation that the Seller’s Letter of Credit remains in full force and effect as required by Section 5.16.