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

Seller’s Deliveries at Closing. At the Closing, Parent, on behalf of Sellers and their applicable Affiliates, shall deliver to Purchaser: (a) an equity transfer and assignment agreement for the Acquired Subsidiary Equity, substantially in the form attached hereto as Exhibit D; (b) to the extent any Acquired Asset (other than Acquired Subsidiary Equity or Acquired Intellectual Property) or Assumed Liability is not held by an Acquired Subsidiary, an assignment and assumption agreement substantially in the form attached hereto as Exhibit C to effect the transactions described in Section 2.2 with respect to such Acquired Asset or Assumed Liability; (c) to the extent that any Acquired Intellectual Property is not held by an Acquired Subsidiary, an assignment and assumption agreement substantially in the form attached hereto as Exhibit E to effect the transactions described in Section 2.2 with respect to such Acquired Intellectual Property; (d) the Services Agreement, duly executed; (e) the License Agreement, duly executed; (f) the Registration Rights Agreement, duly executed; (g) the resignations of the officers and directors of the Acquired Subsidiaries; (h) the officer's certificate required pursuant to Section 7.2(d); and (i) a duly executed certificate of non-foreign status (a "FIRPTA Certificate") from each Person treated as the owner of Acquired Assets for U.S. federal income tax purposes that is selling Acquired Assets (including each Seller) certifying that such Person is not a foreign Person within the meaning of Section 1445(f)(3) of the Code, substantially in the form of the sample certification set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B). Notwithstanding anything to the contrary contained herein, if any Person required to do so under this Section 3.4(i) fails to provide to Purchaser a FIRPTA Certificate, Purchaser shall be entitled to withhold from the Closing Purchase Price and/or any Earn-Out Issuance the amount required to be withheld pursuant to Section 1445 of the Code and the Treasury Regulations.

Seller’s Deliveries at Closing. At the Closing, Parent, on behalf of Sellers and their applicable Affiliates, shall deliver to Purchaser: (a) an equity transfer and assignment agreement for the Acquired Subsidiary Equity, substantially in the form attached hereto as Exhibit D; (b) to the extent any Acquired Asset (other than Acquired Subsidiary Equity or Acquired Intellectual Property) or Assumed Liability is not held by an Acquired Subsidiary, an assignment and assumption agreement substantially in the form attached hereto as Exhibit C to effect the transactions described in Section 2.2 with respect to such Acquired Asset or Assumed Liability; (c) to the extent that any Acquired Intellectual Property is not held by an Acquired Subsidiary, an assignment and assumption agreement substantially in the form attached hereto as Exhibit E to effect the transactions described in Section 2.2 with respect to such Acquired Intellectual Property; (d) the Services Agreement, duly executed; (e) the License Agreement, duly executed; (f) the Registration Rights Agreement, duly executed; (g) the resignations of the officers and directors of the Acquired Subsidiaries; (h) the officer's ’s certificate required pursuant to Section 7.2(d); and (i) a duly executed certificate of non-foreign status (a "“FIRPTA Certificate"”) from each Person treated as the owner of Acquired Assets for U.S. federal income tax purposes that is selling Acquired Assets (including each Seller) certifying that such Person is not a foreign Person within the meaning of Section 1445(f)(3) of the Code, substantially in the form of the sample certification set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B). Notwithstanding anything to the contrary contained herein, if any Person required to do so under this Section 3.4(i) fails to provide to Purchaser a FIRPTA Certificate, Purchaser shall be entitled to withhold from the Closing Purchase Price and/or any Earn-Out Issuance the amount required to be withheld pursuant to Section 1445 of the Code and the Treasury Regulations.

Seller’s Deliveries at Closing. At Seller and the ClosingShareholders, Parent, on behalf of Sellers and their applicable Affiliatesas applicable, shall deliver at the Closing execute and deliver, or cause to Purchaserbe executed and delivered, to Buyer and/or Probex, as appropriate, the following: (a) a Bill xx Sale conveying in the aggregate all of the Equipment, Intellectual Property and Records, and any other personal property included in the Purchased Assets, substantially in the form attached as Exhibit C; (b) [Intentionally omitted] (c) [Intentionally omitted] (d) an equity transfer Assignment and assignment agreement for Assumption Agreement, substantially in the Acquired Subsidiary Equityform attached as Exhibit D, with respect to the Equipment Leases and Contracts; (e) [Intentionally omitted] (f) the Employment Agreements with those individuals set forth on Schedule 3.2(f) (the "Key Employees"), substantially in the form attached hereto as Exhibit DE; (bg) to the extent any Acquired Asset Non-Disclosure, Assignment of Developments, Non-Solicitation and Non-Competition Agreement (other than Acquired Subsidiary Equity or Acquired Intellectual Propertythe "Non-Compete Agreement") or Assumed Liability is not held by an Acquired Subsidiarywith the Shareholders and Key Employees, an assignment and assumption agreement substantially in the form attached hereto as Exhibit C to effect the transactions described in Section 2.2 with respect to such Acquired Asset or Assumed Liability; (c) to the extent that any Acquired Intellectual Property is not held by an Acquired Subsidiary, an assignment and assumption agreement substantially in the form attached hereto as Exhibit E to effect the transactions described in Section 2.2 with respect to such Acquired Intellectual Property; (d) the Services Agreement, duly executed; (e) the License Agreement, duly executed; (f) the Registration Rights Agreement, duly executed; (g) the resignations of the officers and directors of the Acquired SubsidiariesF; (h) an estoppel and consent certificate (dated not more than 30 days prior to the officer's certificate required pursuant Closing Date) from each landlord under a Real Property lease reasonably acceptable in form to Section 7.2(d); andBuyer; (i) a nondisturbance agreement and an assignment of each Real Property lease conveying title to each Real Property lease in accordance with this Agreement in a form reasonably acceptable to Buyer; (j) assignments, each in form satisfactory to Buyer, of all Intellectual Property from Seller to Buyer and rights to all Third Party Intellectual Property (together with written consents of the owners thereof to such assignment and use) (other than the Excluded Contracts); (k) all consents that are required from parties to the Non-Assignable Contracts; (l) true, correct and complete copies of Seller's Certificate of Incorporation and all amendments thereto, duly certified as of a recent date by the Secretary of State of Ohio; (m) a certificate of the Secretary of State of Ohio, dated as of a recent date, duly certifying as to the existence and good standing of Seller as a corporation under the laws of Ohio; (n) a certificate duly executed by an officer of Seller that certifies (i) the due adoption by the directors and by the Shareholders of Seller of corporate resolutions attached to such certificate authorizing the transactions and the execution and delivery of non-foreign status this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; and (ii) that the copy of the Bylaws of Seller attached to such certificate is a "FIRPTA Certificate") from each Person treated as the owner true and correct copy of Acquired Assets for U.S. federal income tax purposes that is selling Acquired Assets (including each Seller) certifying such Bylaws and that such Person is Bylaws have not been amended except as reflected in such copy; (o) a foreign Person within the meaning certificate duly executed by an officer of Section 1445(f)(3) Seller, dated as of the CodeClosing Date, that certifies that the representations and warranties of Seller contained in this Agreement are true and correct as of the Closing Date and that Seller has performed and complied with all covenants and conditions required by this Agreement to be performed and complied with by any of them at or prior to Closing; (p) original copies of all Real Property mortgages, deeds of trust, leases, Contracts and Equipment Leases and all amendments, supplements or modifications thereto; (q) all of Seller's books and records constituting a part of the Purchased Assets, including, without limitation, the Records; (r) possession or constructive possession of the Purchased Assets; (s) such documents necessary to release the Purchased Assets from all liens, claims and encumbrances not expressly assumed hereunder; (t) supplements to the Schedules hereto showing any changes thereto which have occurred between the date of this Agreement and the Closing Date; (u) the opinion of Seller's counsel substantially in the form of Exhibit G; (v) fully executed articles of amendment to Seller's articles of incorporation, in form and substance satisfactory to Buyer and Probex, changing the sample certification name of Seller to a name that is not confusingly similar to "Petroleum Products, Inc." or "Intercoastal Trading Company, Inc."; and (w) such other agreements, documents and/or instruments, including such specific releases, assignments, bills of sale and other instruments of conveyance and transfer, in form and substance acceptable to Buyer, Probex and their counsel, as may be necessary to transfer, convey and deliver the Purchased Assets from Seller to Buyer and to vest in Buyer title thereto free and clear of all liens, claims and encumbrances (except as set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B4.4). Notwithstanding anything to the contrary contained herein, if any Person required to do so under this Section 3.4(i) fails to provide to Purchaser a FIRPTA Certificate, Purchaser shall be entitled to withhold from the Closing Purchase Price and/or any Earn-Out Issuance the amount required to be withheld pursuant to Section 1445 of the Code and the Treasury Regulations.

Seller’s Deliveries at Closing. At Seller shall deliver to Buyer the following items at the Closing, Parent, on behalf each in form and substance reasonably satisfactory to Buyer: (i)a unit certificate representing the FCC Interests and an assignment of Sellers and their applicable Affiliates, shall deliver to Purchaser: (a) an equity transfer and assignment agreement for the Acquired Subsidiary EquityFCC Interests, substantially in form of Exhibit C hereto, duly executed by Seller; (ii)a stock certificate representing the IPC Shares, duly endorsed by Seller in negotiable form attached hereto or accompanied by stock transfer powers duly executed by Seller; (iii)the minute books and corporate seal, as Exhibit D; applicable, of the Companies; (b) to iv)a termination and release agreement evidencing that all agreements between the extent Companies or their Subsidiaries on the one hand, and Seller or any Acquired Asset of its Affiliates, on the other hand (other than Acquired Subsidiary Equity or Acquired Intellectual Property) or Assumed Liability is not held by an Acquired Subsidiary, an assignment this Agreement and assumption agreement substantially the related agreements and except as provided in the form attached hereto as Exhibit C Transition Services Agreement) have been terminated; (v)side letter regarding broker fees and certain real estate matters; (vi)payoff and release letters from the holders of borrowed Financial Indebtedness that (A) reflect the amounts required in order to effect pay in full such Financial Indebtedness and (B) provide that upon payment in full of the transactions described in Section 2.2 amounts indicated, all Liens with respect to such Acquired Asset the assets of the Companies or Assumed Liability; any of their Subsidiaries shall be terminated and of no further force and effect; (c) to the extent that any Acquired Intellectual Property is not held by an Acquired Subsidiary, an assignment and assumption agreement substantially in the form attached hereto as Exhibit E to effect the transactions described in Section 2.2 vii)affidavits with respect to such Acquired Intellectual Property; (d) the Services Agreement, duly executed; (e) the License Agreement, duly executed; (f) the Registration Rights Agreement, duly executed; (g) the resignations of the officers and directors of the Acquired Subsidiaries; (h) the officer's certificate required pursuant to Section 7.2(d); and (i) a duly executed certificate of non-foreign status (a "FIRPTA Certificate") from each Person Company that is treated as the owner of Acquired Assets a corporation or as an association taxable as a corporation for U.S. federal income tax purposes that is selling Acquired Assets purposes, dated not more than thirty (including each Seller30) days prior to the Closing Date, prepared in accordance with Treasury Regulation Section 1.1445-2(c), duly executed by a responsible officer of such Company, certifying that the ownership interests of such Person is Company are not a foreign Person “United Stated real property interests” within the meaning of Section 1445(f)(31445 of the Code; (viii)duly executed resignations of the officers, directors and managers (as applicable) of the CodeCompanies effective at the Closing; (ix)evidence that the Indemnity Agreement has been duly assigned to the Companies; (x)for information purposes only in response to a request by Buyer and without any representations and warranties of any kind by Seller, substantially in the form Schedule 2.6(a)(xiii) sets forth a preliminary year-to-date calculation of earnings before interest, taxes and amoritzation of the sample certification set forth Companies for the period ending September 30, 2014; provided that such calculation is subject to further internal review and adjustment by the Companies in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B). Notwithstanding anything to accordance with the contrary contained herein, if any Person required to do so under this Section 3.4(i) fails to provide to Purchaser a FIRPTA Certificate, Purchaser shall be entitled to withhold from the Closing Purchase Price and/or any Earn-Out Issuance the amount required to be withheld pursuant to Section 1445 of the Code Companies’ past practice and the Treasury Regulationshas not been audited.

Seller’s Deliveries at Closing. At Seller shall deliver to Buyer the following items at the Closing, Parent, on behalf of Sellers each in form and their applicable Affiliates, shall deliver substance reasonably satisfactory to PurchaserBuyer: (a) an equity transfer and assignment agreement for the Acquired Subsidiary Equity, substantially in the form attached hereto as Exhibit D; (b) to the extent any Acquired Asset (other than Acquired Subsidiary Equity or Acquired Intellectual Property) or Assumed Liability is not held by an Acquired Subsidiary, an assignment and assumption agreement substantially in the form attached hereto as Exhibit C to effect the transactions described in Section 2.2 with respect to such Acquired Asset or Assumed Liability; (c) to the extent that any Acquired Intellectual Property is not held by an Acquired Subsidiary, an assignment and assumption agreement substantially in the form attached hereto as Exhibit E to effect the transactions described in Section 2.2 with respect to such Acquired Intellectual Property; (d) the Services Agreement, duly executed; (e) the License Agreement, duly executed; (f) the Registration Rights Agreement, duly executed; (g) the resignations of the officers and directors of the Acquired Subsidiaries; (h) the officer's certificate required pursuant to Section 7.2(d); and (i) a unit certificate representing the FCC Interests and an assignment of the FCC Interests, substantially in form of Exhibit C hereto, duly executed by Seller; (ii) a stock certificate representing the IPC Shares, duly endorsed by Seller in negotiable form or accompanied by stock transfer powers duly executed by Seller; (iii) the minute books and corporate seal, as applicable, of non-foreign status the Companies; (iv) a "FIRPTA Certificate"termination and release agreement evidencing that all agreements between the Companies or their Subsidiaries on the one hand, and Seller or any of its Affiliates, on the other hand (other than this Agreement and the related agreements and except as provided in the Transition Services Agreement) have been terminated; (v) side letter regarding broker fees and certain real estate matters; (vi) payoff and release letters from the holders of borrowed Financial Indebtedness that (A) reflect the amounts required in order to pay in full such Financial Indebtedness and (B) provide that upon payment in full of the amounts indicated, all Liens with respect to the assets of the Companies or any of their Subsidiaries shall be terminated and of no further force and effect; (vii) affidavits with respect to each Person Company that is treated as the owner of Acquired Assets a corporation or as an association taxable as a corporation for U.S. federal income tax purposes that is selling Acquired Assets purposes, dated not more than thirty (including each Seller30) days prior to the Closing Date, prepared in accordance with Treasury Regulation Section 1.1445-2(c), duly executed by a responsible officer of such Company, certifying that the ownership interests of such Person is Company are not a foreign Person “United Stated real property interests” within the meaning of Section 1445(f)(31445 of the Code; (viii) duly executed resignations of the officers, directors and managers (as applicable) of the CodeCompanies effective at the Closing; (ix) evidence that the Indemnity Agreement has been duly assigned to the Companies; (x) for information purposes only in response to a request by Buyer and without any representations and warranties of any kind by Seller, substantially in the form Schedule 2.6(a)(xiii) sets forth a preliminary year-to-date calculation of earnings before interest, taxes and amoritzation of the sample certification set forth Companies for the period ending September 30, 2014; provided that such calculation is subject to further internal review and adjustment by the Companies in Treasury Regulation accordance with the Companies’ past practice and has not been audited. (xi) an escrow agreement with Sunguard, as escrow agent, for the backup tapes contemplated by Section 1.1445-2(b)(2)(iv)(B). Notwithstanding anything to 5.9; and (xii) all other documents reasonably required for purposes of consummating the contrary contained herein, if any Person required to do so under this Section 3.4(i) fails to provide to Purchaser a FIRPTA Certificate, Purchaser shall be entitled to withhold from the Closing Purchase Price and/or any Earn-Out Issuance the amount required to be withheld pursuant to Section 1445 of the Code and the Treasury Regulationstransaction herein contemplated.