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

Seller’s Deliveries at Closing. At the Closing, Sellers shall deliver to Buyers the following items: (a) Each Related Agreement not otherwise specifically referred to in this Section 3.2 to which any Seller(s) or any Owner(s) are party, duly executed by such Seller(s), such Owner(s) and/or their respective Affiliates or any third party, as applicable; (b) The Estimated Closing Schedule and the Disbursement Schedule, each of which will be delivered to Buyers at least five Business Days prior to the Closing Date; (c) Xxxx of Sale, dated as of the Closing Date, evidencing the transfer to Buyers of the Acquired Assets, duly executed by Sellers; (d) The Assignment and Assumption Agreement, duly executed by Sellers; (e) Assignments, in form and substance reasonably acceptable to Buyers and, if applicable, as required by any Governmental Authority with which each Seller’s or any of its Affiliates’ rights to any Acquired Intellectual Property have been filed, assigning to Buyers the Acquired Intellectual Property; (f) All Seller Consents listed on Disclosure Schedule 7.1(c); (g) Assuming compliance by Buyers with their obligations under Section 2.7, customary pay-off letters from the applicable agent(s) for all existing Indebtedness and evidence of release (or agreement to release concurrently with the Closing) of all Liens (other than Permitted Liens) on the assets and properties of the Business that secure Indebtedness Related to the Business or directly or indirectly encumbering the Acquired Assets (including UCC-3 termination statements or similar provincial filings in Canada, together with the return of any collateral in the possession of any agent or lender); (h) Special Warranty Deed, in substantially the form attached hereto as Exhibit J, conveying the Owned Real Property to URNA; (i) Leases replacing or amending (“Replacement Leases”) those leases set forth on Disclosure Schedule 3.2(i) to which any Seller is a party as of the date of this Agreement for real property and/or facilities owned by any Owner(s) or any of their Affiliates in substantially the form attached hereto as Exhibit K; (j) Assignments of the Assigned Leases, in form and substance reasonably acceptable to Buyers and Sellers, duly executed by the applicable Seller(s); (k) A copy of the articles of incorporation, certificate of formation, or certificate of limited partnership of each Seller, as the case may be, certified by the applicable Secretary of State or Governmental Authority; a copy of the bylaws, limited partnership agreement or limited liability company agreement or other organizational documents of each Seller, as the case may be, certified by the secretary of such Seller, the secretary of such Seller’s general partner on behalf of such Seller or other applicable person, as the case may be; and a copy of all consents, resolutions or similar actions of (i) each Seller or such Seller’s general partner on behalf of such Seller, as the case may be, certified by the secretary of such Seller or the secretary of such Seller’s general partner on behalf of such Seller, as the case may be, and (ii) each Owner that is not a natural person, certified by the respective Owner, in each case (i) and (ii) approving the transaction contemplated by this Agreement and the Related Agreements; (l) A reasonably current Certificate of Fact from the Secretary of State of the State of Texas evidencing that each Seller (other than Canadian Pump) is in existence in the State of Texas; (m) A Franchise Tax Account Status from the Texas Comptroller of Public Accounts issued to each Seller (other than Canadian Pump) evidencing that such Seller’s right to transact business in the State of Texas is active; (n) The Books and Records belonging to each Seller; (o) The Transition Services Agreement, duly executed by LD Services; (p) Assignment agreements and other instruments, duly executed by each Seller, if appropriate, transferring the Domain Names to Buyers, dated as of the Closing Date; (q) A certificate of non-foreign status of each Seller (other than Canadian Pump) that meets the requirements of Treasury Regulation Sections 1.1445-2(b)(2), duly executed by such Seller; (r) a certificate issued under Section 187 of the Provincial Sales Tax Act (British Columbia), as amended from time to time, and a similar certificate under similar laws of any other province in which any Seller carries on the Business; (s) The certificate to be delivered pursuant to Section 7.2(e); (t) Employment agreements duly executed by each U.S. Key Employee and each Canadian Key Employee in substantially the form attached hereto as Exhibit L, and the Recoupment Agreement duly executed by each U.S. Key Employee and each Canadian Key Employee in substantially the form attached hereto as Exhibit P; (u) Employment agreements duly executed by each of certain other employees of Sellers, as determined in Buyers’ discretion and listed on Disclosure Schedule 7.2(h); (v) Consulting agreements duly executed by each of Xx. Xxxxxx “Xxxxxx” Xxxxxxx and Xx. Xxx X. Shaver, in substantially the form attached hereto as Exhibit M; and (w) Such other instruments, documents or information that Buyers reasonably request in connection with this Agreement, the Related Agreements and the transactions contemplated hereby or thereby, in form and substance reasonably satisfactory to Buyers.

Seller’s Deliveries at Closing. At the Closing, Sellers shall deliver deliver, or cause to Buyers be delivered, to Purchaser the following itemsitems all in form and substance satisfactory to Purchaser in its sole discretion: (a) Each Related Agreement not otherwise specifically referred to in this the certificate contemplated by Section 3.2 to which any Seller(s) or any Owner(s) are party, duly executed by such Seller(s8.3(a), such Owner(s) and/or their respective Affiliates or any third party, as applicable; (b) The Estimated Closing Schedule and the Disbursement Schedule, each of which will be delivered to Buyers at least five Business Days prior to dated the Closing Date; (cb) Xxxx of Saleall documents, dated as of the Closing Date, evidencing the certificates and agreements necessary to transfer to Buyers Purchaser good and marketable title to the Acquired Assets in accordance with this Agreement, free and clear of all Liens thereon other than Permitted Liens, including: (i) an Assignment and Assumption of Real Property Lease, in the form attached hereto as Exhibit C, duly executed by Sellers, with respect to each of the Acquired AssetsFacilities Leases, together with any necessary transfer declarations or other filings (and in recordable form if required by Purchaser); (ii) an Assignment and Assumption of Section 365 Contracts, in the form attached hereto as Exhibit D, duly executed by Sellers; (diii) The Assignment and Assumption Agreementa Xxxx of Sale, in the form attached hereto as Exhibit E, duly executed by Sellers; (iv) an Assignment of Trademarks, in the form attached hereto as Exhibit F, duly executed by Sellers; (v) an Assignment of Copyrights, in the form attached hereto as Exhibit G, duly executed by Sellers; and (vi) an Assignment and Acceptance of Intangible Property, in the form attached hereto as Exhibit H, duly executed by Sellers. (c) copies of resolutions of the boards of directors of Sellers, authorizing the execution, delivery and performance hereof by Sellers, certified by authorized officers and dated the Closing Date; (d) a copy of a certificate of the Secretary of State of the State of Florida certifying that Parent is in good standing under the Law of the State of Florida and a copy of a certificate of the Secretary of State of the State of Delaware certifying that PMTS is in good standing under the Law of the State of Delaware; (e) Assignmentscertified copies of all Orders of the Bankruptcy Court pertaining to the Contemplated Transactions, in form including the Bidding Procedures Order and substance reasonably acceptable to Buyers andthe Sale Order (which are Final Orders), if applicable, as required by evidence of the entry of all such Orders on the docket of the Chapter 11 Case and of the absence on the docket of any Governmental Authority with which each Seller’s pending appeal or any of its Affiliates’ rights to any Acquired Intellectual Property have been filed, assigning to Buyers the Acquired Intellectual Propertymotion for rehearing or reconsideration; (f) All Seller Consents listed on Disclosure Schedule 7.1(c)a copy of all Sellers’ Required Approvals; (g) Assuming compliance any and all real property Transfer Tax returns and other similar filings required by Buyers Law in connection with their obligations under Section 2.7the Contemplated Transactions hereby and relating to the Facilities, customary pay-off letters any part thereof or ownership interest therein, all duly and properly executed and acknowledged by Sellers or an Order from the applicable agent(s) for all existing Indebtedness Bankruptcy Court exempting Sellers and evidence of release (or agreement to release concurrently with the Closing) of all Liens (other than Permitted Liens) on the assets Purchaser from filing such returns and properties of the Business that secure Indebtedness Related to the Business or directly or indirectly encumbering the Acquired Assets (including UCC-3 termination statements or similar provincial filings in Canada, together with the return of any collateral in the possession of any agent or lender)making such filings; (h) Special Warranty Deedthe Atlanta TSA, duly executed by Sellers; (i) the General Release in substantially the form attached hereto as Exhibit J, conveying the Owned Real Property to URNA; (i) Leases replacing or amending (“Replacement Leases”) those leases set forth on Disclosure Schedule 3.2(i) to which any Seller is a party as of the date of this Agreement for real property and/or facilities owned duly executed by any Owner(s) or any of their Affiliates in substantially the form attached hereto as Exhibit K;Sellers; and (j) Assignments an affidavit of the Assigned Leases, in form and substance reasonably acceptable to Buyers and an officer of Sellers, duly executed by the applicable Seller(s); (k) A copy sworn to under penalty of the articles of incorporationperjury, certificate of formationsetting forth Sellers’ name, or certificate of limited partnership of each Seller, as the case may be, certified by the applicable Secretary of State or Governmental Authority; a copy of the bylaws, limited partnership agreement or limited liability company agreement or other organizational documents of each Seller, as the case may be, certified by the secretary of such Seller, the secretary of such Seller’s general partner on behalf of such Seller or other applicable person, as the case may be; address and a copy of all consents, resolutions or similar actions of (i) each Seller or such Seller’s general partner on behalf of such Seller, as the case may be, certified by the secretary of such Seller or the secretary of such Seller’s general partner on behalf of such Seller, as the case may be, Federal tax identification number and (ii) each Owner stating that Sellers is not a natural “foreign person, certified by ” within the respective Owner, in each case (i) and (ii) approving the transaction contemplated by this Agreement and the Related Agreements; (l) A reasonably current Certificate meaning of Fact from the Secretary of State Section 1445 of the State of Texas evidencing that each Seller (other than Canadian Pump) is in existence in the State of Texas; (m) A Franchise Tax Account Status from the Texas Comptroller of Public Accounts issued to each Seller (other than Canadian Pump) evidencing that such Seller’s right to transact business in the State of Texas is active; (n) The Books and Records belonging to each Seller; (o) The Transition Services AgreementCode. If, duly executed by LD Services; (p) Assignment agreements and other instruments, duly executed by each Seller, if appropriate, transferring the Domain Names to Buyers, dated as of on or before the Closing Date; (q) A certificate of non-foreign status of each Seller (other than Canadian Pump) that meets , Purchaser shall not have received such affidavit, Purchaser may withhold from the requirements of Treasury Regulation Sections 1.1445-2(b)(2), duly executed by cash payments to Sellers at Closing such Seller; (r) a certificate issued sums as are required to be withheld therefrom under Section 187 1445 of the Provincial Sales Tax Act (British Columbia), as amended from time to time, and a similar certificate under similar laws of any other province in which any Seller carries on the Business; (s) The certificate to be delivered pursuant to Section 7.2(e); (t) Employment agreements duly executed by each U.S. Key Employee and each Canadian Key Employee in substantially the form attached hereto as Exhibit L, and the Recoupment Agreement duly executed by each U.S. Key Employee and each Canadian Key Employee in substantially the form attached hereto as Exhibit P; (u) Employment agreements duly executed by each of certain other employees of Sellers, as determined in Buyers’ discretion and listed on Disclosure Schedule 7.2(h); (v) Consulting agreements duly executed by each of Xx. Xxxxxx “Xxxxxx” Xxxxxxx and Xx. Xxx X. Shaver, in substantially the form attached hereto as Exhibit M; and (w) Such other instruments, documents or information that Buyers reasonably request in connection with this Agreement, the Related Agreements and the transactions contemplated hereby or thereby, in form and substance reasonably satisfactory to BuyersCode.

Seller’s Deliveries at Closing. At the Closing, Sellers Seller shall deliver or cause the Escrow Agent to Buyers deliver to Buyer the following itemsfollowing: (a) Each Related Agreement not otherwise specifically referred to in this Section 3.2 to which any Seller(s) or any Owner(s) are partyThe Deed, duly executed by such Seller(sthe Lease Assignment, the Intangibles Assignment and the Xxxx of Sale and the Rent Guaranty (if applicable), such Owner(s) and/or their respective Affiliates or any third party, as applicable; (b) The Estimated Closing Schedule and the Disbursement Schedule, Notices to each of which will be delivered the tenants under the Leases notifying them of the sale of the Land and Improvements and directing them to Buyers at least five Business Days prior pay future rent to the Closing DateBuyer; (c) Xxxx of Sale, dated as of the Closing Date, evidencing the transfer to Buyers of the Acquired Assets, duly executed by SellersAn updated Rent Roll; (d) The Assignment and Assumption AgreementExclusive possession of the Property, duly executed by Sellerssubject to the Leases; (e) Assignments, in form and substance reasonably acceptable to Buyers and, if applicable, as required by any Governmental Authority with which each Seller’s or any A binding commitment from the Escrow Agent for the issuance of its Affiliates’ rights to any Acquired Intellectual Property have been filed, assigning to Buyers the Acquired Intellectual PropertyTitle Policy; (f) All A certification executed by Seller, pursuant to and in full compliance with Section 1445 of the Internal Revenue Code and the regulations issued thereunder, declaring that Seller Consents listed on Disclosure Schedule 7.1(c);is not a foreign corporation, foreign partnership, foreign trust or foreign estate, as those terms are defined in the Internal Revenue Code and Income Tax Regulations. Seller understands that such certificate may be made available to the Internal Revenue Service. (g) Assuming compliance by Buyers with their obligations under Pursuant to Section 2.7, customary pay-off letters from the applicable agent(s) for all existing Indebtedness and evidence of release (or agreement to release concurrently with the Closing) of all Liens (other than Permitted Liens) on the assets and properties 1521 of the Business that secure Indebtedness Related Tax Reform Act of 1986, the information required to be provided to the Business or directly or indirectly encumbering closing agent to complete 1099 reporting to the Acquired Assets (including UCC-3 termination statements or similar provincial filings in Canada, together with the return of any collateral in the possession of any agent or lender)Internal Revenue Service; (h) Special Warranty DeedThe Property Documents, in substantially including, without limitation, original copies of the form attached hereto as Exhibit J, conveying the Owned Real Property to URNALeases and Service Contracts; (i) Leases replacing or amending (“Replacement Leases”) those leases set forth on Disclosure Schedule 3.2(i) A notice to which any Seller is a party as each of the date tenants under the Leases, notifying them of this Agreement for real property and/or facilities owned by any Owner(s) or any the sale of their Affiliates in substantially the form attached hereto as Exhibit KProperty and directing them to pay all future rent to Buyer; (j) Assignments Keys to all locks on the Property in the possession of the Assigned Leases, in form and substance reasonably acceptable to Buyers and Sellers, duly executed by the applicable Seller(s);Seller or its agents; and (k) A copy Such evidence as may be reasonably requested by Escrow Agent evidencing the status and capacity of Seller and the authority of the articles of incorporation, certificate of formation, or certificate of limited partnership of each Seller, as persons who are executing the case may be, certified by the applicable Secretary of State or Governmental Authority; a copy of the bylaws, limited partnership agreement or limited liability company agreement or other organizational various closing documents of each Seller, as the case may be, certified by the secretary of such Seller, the secretary of such Seller’s general partner on behalf of such Seller or other applicable person, as in connection with the case may be; and a copy of all consents, resolutions or similar actions of (i) each Seller or such Seller’s general partner on behalf of such Seller, as the case may be, certified by the secretary of such Seller or the secretary of such Seller’s general partner on behalf of such Seller, as the case may be, and (ii) each Owner that is not a natural person, certified by the respective Owner, in each case (i) and (ii) approving the transaction contemplated by this Agreement and the Related Agreements; (l) A reasonably current Certificate of Fact from the Secretary of State of the State of Texas evidencing that each Seller (other than Canadian Pump) is in existence in the State of Texas; (m) A Franchise Tax Account Status from the Texas Comptroller of Public Accounts issued to each Seller (other than Canadian Pump) evidencing that such Seller’s right to transact business in the State of Texas is active; (n) The Books and Records belonging to each Seller; (o) The Transition Services Agreement, duly executed by LD Services; (p) Assignment . All agreements and other instruments, duly executed by each Seller, if appropriate, transferring the Domain Names to Buyers, dated as of the Closing Date; (q) A certificate of non-foreign status of each Seller (other than Canadian Pump) that meets the requirements of Treasury Regulation Sections 1.1445-2(b)(2), duly executed by such Seller; (r) a certificate issued under Section 187 of the Provincial Sales Tax Act (British Columbia), as amended from time to time, and a similar certificate under similar laws of any other province in which any Seller carries on the Business; (s) The certificate instruments to be delivered pursuant to Section 7.2(e); (t) Employment agreements Buyer shall have been duly executed and, where appropriate, acknowledged by each U.S. Key Employee the parties thereto. The foregoing is intended as a summary of items to be delivered at the Closing and each Canadian Key Employee in substantially the form attached hereto as Exhibit L, and the Recoupment Agreement duly executed by each U.S. Key Employee and each Canadian Key Employee in substantially the form attached hereto as Exhibit P; (u) Employment agreements duly executed by each shall not be construed to limit or waive any obligations of certain other employees of Sellers, as determined in Buyers’ discretion and listed on Disclosure Schedule 7.2(h); (v) Consulting agreements duly executed by each of Xx. Xxxxxx “Xxxxxx” Xxxxxxx and Xx. Xxx X. Shaver, in substantially the form attached hereto as Exhibit M; and (w) Such other instruments, documents or information that Buyers reasonably request in connection with Seller under this Agreement, the Related Agreements and the transactions contemplated hereby or thereby, in form and substance reasonably satisfactory to Buyers.

Seller’s Deliveries at Closing. At the Closing, Sellers Closing Seller shall deliver or cause to Buyers the following items: (a) Each Related Agreement not otherwise specifically referred to in this Section 3.2 to which any Seller(s) or any Owner(s) are party, duly executed by such Seller(s), such Owner(s) and/or their respective Affiliates or any third party, as applicable; (b) The Estimated Closing Schedule and the Disbursement Schedule, each of which will be delivered to Buyers at least five Business Days prior to the Closing Date; (c) Xxxx of Sale, dated Buyer or as of the Closing Date, evidencing the transfer to Buyers of the Acquired Assets, duly executed directed by Sellers; (d) The Assignment and Assumption Agreement, duly executed by Sellers; (e) AssignmentsBuyer, in form and substance reasonably acceptable to Buyers andBuyer: (A) a schedule of all resident and tenant deposits, if applicableEntrance Fee liabilities, as all security deposits, cleaning fees and similar deposits and fees held by Seller and paid to Seller under the Leases, excluding interest earned on such amounts to the extent not required by any Governmental Authority with which to be paid to the party entitled to the return of each Seller’s or any of its Affiliates’ rights such deposit. Seller shall pay such deposits listed upon the schedule to any Acquired Intellectual Property have been filed, assigning to Buyers the Acquired Intellectual PropertyBuyer at Closing; (fB) All Seller Consents listed on Disclosure Schedule 7.1(call resident or tenant records and the original copies of all Leases and Contracts, relating to the operation of the Park Place Independent Living Retirement Facility (Buyer shall also have the right to copy at Buyer's expense, all operational and accounting records relating to the facility); (gC) Assuming compliance by Buyers with their obligations under Section 2.7a schedule of (i) names, customary titles and job descriptions, (ii) amount of current compensation due, (iii) earned vacation pay-off letters from the applicable agent(s, holiday pay and FICA and unemployment taxes thereunder, (iv) for all existing Indebtedness accrued vacation and evidence of release sick pay, (or agreement to release concurrently with the Closingv) seniority, (vi) bonuses, (vii) current compensation levels of all Liens (other than Permitted Liens) employees at the Park Place II Assisted Living and Special Care Facility on the assets and properties of the Business that secure Indebtedness Related to the Business or directly or indirectly encumbering the Acquired Assets (including UCC-3 termination statements or similar provincial filings in CanadaClosing Date, together with the return of any collateral in the possession of any agent or lender); (h) Special Warranty Deed, in substantially the form which Schedule will be attached hereto as Exhibit J"11.02(C)." Seller shall, conveying on or before twenty (20) days after the Owned Real Property Closing Date, pay to URNAthe respective employees, in cash, the amount of the items shown in subparagraphs (ii) and (iii) the accrued vacation pay described in clause (iv) above and the accrued bonuses under clause (vi) above; (iD) Leases replacing or amending (“Replacement Leases”) those leases set forth on Disclosure Schedule 3.2(i) to which any Seller is a party final schedule of Seller's accounts receivables as of the date of this Agreement for real property and/or facilities owned Closing as required by any Owner(s) or any of their Affiliates in substantially the form attached hereto as Exhibit KSection 7.01 hereof; (jE) Assignments a notice executed by Seller and acceptable to Buyer, addressed to each tenant, resident, supplier, contract party and purveyor of Seller and/or the Park Place Independent Living Retirement Facility informing them of the Assigned Leases, sale of the Assets and business to Buyer as of the Closing Date and directing such party to make all future payments due under said documents to Buyer and to direct all further communication to Buyer at such address as Buyer shall designate in form and substance reasonably acceptable such notice (which notices shall be sent by Buyer to Buyers and Sellers, duly executed by the applicable Seller(srelevant addresses within five (5) days after Closing); (kF) A copy possession of the articles of incorporation, certificate of formation, or certificate of limited partnership of each Seller, as the case may be, certified by the applicable Secretary of State or Governmental Authority; a copy of the bylaws, limited partnership agreement or limited liability company agreement or other organizational documents of each Seller, as the case may be, certified by the secretary of such Seller, the secretary of such Seller’s general partner on behalf of such Seller or other applicable person, as the case may be; and a copy of all consents, resolutions or similar actions of (i) each Seller or such Seller’s general partner on behalf of such Seller, as the case may be, certified by the secretary of such Seller or the secretary of such Seller’s general partner on behalf of such Seller, as the case may be, and (ii) each Owner that is not a natural person, certified by the respective Owner, in each case (i) and (ii) approving the transaction contemplated by this Agreement Park Place Independent Living Retirement Facility and the Related AgreementsAssets, all keys, pass cards, master keys, access and emergency codes and all other similar property and/or information; (lG) A reasonably current Certificate of Fact from an executed and notarized statutory warranty deed conveying the Secretary of State of Real Property to Buyer in a form mutually agreed to by the State of Texas evidencing that each Seller (other than Canadian Pump) is parties in existence in the State of Texastheir reasonable discretion; (mH) A Franchise Tax Account Status from an executed xxxx of sale for the Texas Comptroller of Public Accounts issued Assets in a form mutually agreed to each Seller (other than Canadian Pump) evidencing that such Seller’s right to transact business by the parties in the State of Texas is activetheir reasonable discretion; (nI) The Books an executed Assignment of Contracts and Records belonging Leases in a form mutually agreed to each Sellerby the parties in their reasonable discretion; (oJ) The Transition Services Agreementan executed Assignment assigning all Intangibles, duly executed by LD Servicesif any, included in the Assets to Buyer; (pK) Assignment agreements and other instruments, duly executed by each Seller, if appropriate, transferring the Domain Names to Buyers, dated as of the Closing DateTitle Policy; (qL) A the required documents terminating all security interest in the Assets. (M) all certificates of title to all vehicles and other items of personal property which are evidenced by a certificate of non-foreign status of each Seller (other than Canadian Pump) that meets the requirements of Treasury Regulation Sections 1.1445-2(b)(2), duly executed by such Seller; (r) a certificate issued under Section 187 of the Provincial Sales Tax Act (British Columbia), as amended from time to time, and a similar certificate under similar laws of any other province in which any Seller carries on the Business; (s) The certificate to be delivered pursuant to Section 7.2(e); (t) Employment agreements duly executed by each U.S. Key Employee and each Canadian Key Employee in substantially the form attached hereto as Exhibit L, and the Recoupment Agreement duly executed by each U.S. Key Employee and each Canadian Key Employee in substantially the form attached hereto as Exhibit P; (u) Employment agreements duly executed by each of certain other employees of Sellers, as determined in Buyers’ discretion and listed on Disclosure Schedule 7.2(h); (v) Consulting agreements duly executed by each of Xx. Xxxxxx “Xxxxxx” Xxxxxxx and Xx. Xxx X. Shaver, in substantially the form attached hereto as Exhibit Mtitle; and (wN) Such such other instruments, documents items or information that Buyers documentation as Title Company or Buyer may reasonably request in connection with this Agreement, the Related Agreements and order to consummate the transactions contemplated hereby or thereby, in form and substance reasonably satisfactory to Buyersby this Agreement.

Seller’s Deliveries at Closing. At the Closing, Sellers Seller shall deliver to Buyers the following itemsto Buyer: (a) Each Related Agreement not otherwise specifically referred to in this Section 3.2 to which any Seller(sThe Xxxx of Sale and Assignment and Assumption of Leases, Contracts and Rights attached hereto as Exhibits 5.2(a) or any Owner(sand 5.2(b) are party, and such other duly executed by such Seller(s)bills of sale, such Owner(s) and/or their respective Affiliates or any third partycertificates of title, instruments of assignment, transfer and conveyance and other documents containing appropriate warranties of title as may be necessary, as applicabledetermined by counsel to Buyer, to vest fully in Buyer good and marketable title to and rightful possession of all of the Assets, free and clear of any and all liabilities and Liens; (b) The Estimated Closing Schedule All records, or copies thereof, of documents necessary or appropriate for Buyer's use of the Assets and the Disbursement Scheduleconduct of the Business, each including, but not limited to, customer lists, lists of which will be delivered suppliers, sales records, credit information, accounts receivable, service and repair records relating to Buyers at least five Business Days prior assets, and employee records pertaining to the Closing DateSeller's employees; (c) Xxxx of Sale, dated as A certificate of the Closing DateSecretary of Seller attesting to the adoption by Seller's Board of Directors and shareholders of resolutions, evidencing which are in force and effect, authorizing the transfer to Buyers execution and delivery of this Agreement by Seller, and the Acquired Assets, duly executed by Sellersperformance of Seller's obligations hereunder; (d) The Assignment and Assumption AgreementSeller's Plan of Reorganization, duly executed by Sellers;which document may be delivered within 30 days after the Closing Date. (e) AssignmentsArticles of Amendment to Seller's Certificate of Incorporation changing Seller's name, in form and substance reasonably acceptable as to Buyers andresolutions of Seller's Board of Directors and shareholders authorizing the dissolution, if applicableliquidation, as required by any Governmental Authority with and winding up of business of Seller, which each Seller’s or any of its Affiliates’ rights to any Acquired Intellectual Property have been filed, assigning to Buyers document may be delivered within 30 days after the Acquired Intellectual Property;Closing Date (f) All Seller Consents listed on Disclosure Schedule 7.1(c);True and complete copies of the Seller's Certificate of Incorporation and bylaws. (g) Assuming compliance A current Certificate of Good Standing for Seller issued by Buyers with their obligations under Section 2.7, customary pay-off letters the Texas Comptroller of Public Accounts and a Certificate of Existence from the applicable agent(s) for all existing Indebtedness and evidence Texas Secretary of release (or agreement to release concurrently with the Closing) of all Liens (other than Permitted Liens) on the assets and properties of the Business that secure Indebtedness Related to the Business or directly or indirectly encumbering the Acquired Assets (including UCC-3 termination statements or similar provincial filings in Canada, together with the return of any collateral in the possession of any agent or lender)State; (h) Special Warranty Deed, A fully executed copy of the Successor/Predecessor Tax Withholding Agreement described in substantially the form Section 3.2.18 an attached hereto as Exhibit J, conveying the Owned Real Property to URNA5.2(h); (i) Leases replacing or amending (“Replacement Leases”) those leases set forth on Disclosure Schedule 3.2(i) to which any Seller is a party as A fully executed copy of the date of this Registration Rights Agreement for real property and/or facilities owned by any Owner(s) or any of their Affiliates in substantially the form attached hereto as Exhibit K4.1.5; (j) Assignments A fully executed copy of the Assigned Leases, in form and substance reasonably acceptable to Buyers and Sellers, duly executed by the applicable Seller(s)Xxxxx X. Xxxxx Consulting Agreement attached hereto as Exhibit 6.3; (k) A copy of Seller's landlord shall have executed and delivered the articles of incorporation, certificate of formation, or certificate of limited partnership of each Seller, Lease Agreement attached hereto as the case may be, certified by the applicable Secretary of State or Governmental Authority; a copy of the bylaws, limited partnership agreement or limited liability company agreement or other organizational documents of each Seller, as the case may be, certified by the secretary of such Seller, the secretary of such Seller’s general partner on behalf of such Seller or other applicable person, as the case may be; and a copy of all consents, resolutions or similar actions of (i) each Seller or such Seller’s general partner on behalf of such Seller, as the case may be, certified by the secretary of such Seller or the secretary of such Seller’s general partner on behalf of such Seller, as the case may be, and (ii) each Owner that is not a natural person, certified by the respective Owner, in each case (i) and (ii) approving the transaction contemplated by this Agreement and the Related AgreementsExhibit 6.4; (l) A reasonably current Certificate of Fact from the Secretary of State fully executed copy of the State of Texas evidencing that each Seller (other than Canadian Pump) is Officers Certificate described in existence in the State of Texas;Section 3.2.21. (m) A Franchise Tax Account Status from the Texas Comptroller An opinion of Public Accounts issued Seller's counsel in a form acceptable to each Seller (other than Canadian Pump) evidencing that such Seller’s right to transact business in the State of Texas is active;Buyer; and (n) The Books and Records belonging to each Seller; (o) The Transition Services Agreement, duly executed by LD Services; (p) Assignment agreements and other instruments, duly executed by each Seller, if appropriate, transferring the Domain Names to Buyers, dated as of the Closing Date; (q) A certificate of non-foreign status of each Seller (other than Canadian Pump) that meets the requirements of Treasury Regulation Sections 1.1445-2(b)(2), duly executed by such Seller; (r) a certificate issued under Section 187 of the Provincial Sales Tax Act (British Columbia), as amended from time to time, and a similar certificate under similar laws of any other province in which any Seller carries on the Business; (s) The certificate to be delivered pursuant to Section 7.2(e); (t) Employment agreements duly executed by each U.S. Key Employee and each Canadian Key Employee in substantially the form attached hereto as Exhibit L, and the Recoupment Agreement duly executed by each U.S. Key Employee and each Canadian Key Employee in substantially the form attached hereto as Exhibit P; (u) Employment agreements duly executed by each of certain other employees of Sellers, as determined in Buyers’ discretion and listed on Disclosure Schedule 7.2(h); (v) Consulting agreements duly executed by each of Xx. Xxxxxx “Xxxxxx” Xxxxxxx and Xx. Xxx X. Shaver, in substantially the form attached hereto as Exhibit M; and (w) Such other instrumentsdocuments, documents instruments and certificates as Buyer shall reasonably request, or information that Buyers reasonably request in connection with as may be requested under this Agreement, the Related Agreements and the transactions contemplated hereby or thereby, in form and substance reasonably satisfactory to Buyers.

Seller’s Deliveries at Closing. At The sale, transfer, assignment and delivery by Seller of the ClosingAssets to Purchaser, Sellers all as herein provided, shall deliver to Buyers the following items: (a) Each Related Agreement not otherwise specifically referred to in this Section 3.2 to which any Seller(s) or any Owner(s) are party, duly executed by such Seller(s), such Owner(s) and/or their respective Affiliates or any third party, as applicable; (b) The Estimated Closing Schedule and the Disbursement Schedule, each of which will be delivered to Buyers at least five Business Days prior to effected on the Closing Date; Date by Seller’s execution and delivery of (ccollectively, the “Transaction Documents”): (i) Xxxx a bill of Salesale and an assignment for all Assets (except for the Business Contracts); (ii) an assignment(s) of the Business Contracts; (iii) a copy of the resolutions of the members and managers (if any) of Seller, or similar enabling document, authorizing the execution, delivery, and performance hereof by Seller, and a certificate of a duly authorized member of Seller, dated as of the Closing Date, evidencing that such resolutions were duly adopted and are in full force and effect and a copy of any and all organizational documents of Seller; (iv) releases and termination statements for any Encumbrances on the transfer to Buyers Assets; (v) a termination of the Acquired AssetsLease signed by Seller and Owner; (vi) intentionally omitted; (vii) employment agreement for all full and part time veterinarians of the Business (each in a form satisfactory to Purchaser in Purchaser’s sole discretion); (viii) all documents of title and instruments of conveyance necessary to transfer record and beneficial ownership to Purchaser of all Assets that requires execution, duly endorsement and/or delivery of a document in order to vest record or beneficial ownership thereof in Purchaser, in its sole discretion; (ix) a settlement statement; (x) the Article Amendment, (xi) a Certificate of Good Standing for the Seller issued by the State of (dated not more than ten (10) days prior to the Closing Date), (xii) possession of the Assets for Purchaser; (xiii) the Closing Certificate; (xiv) a tax clearance certificate or other similar from document for Seller from the Taxing Authority in the State of ; (xv) the Convertible Note and such other documents required by Seller (in its sole discretion) to be executed in connection therewith (the “Convertible Note Documents”); and (xvi) any other document reasonably requested by Sellers; (d) The Assignment and Assumption AgreementPurchaser or its counsel, duly executed by Sellers; (e) Assignments, all in form and substance reasonably acceptable to Buyers andPurchaser, in its sole and absolute discretion. Owner shall, to the extent requested by Purchaser at and in conjunction with Closing, join in and execute the aforementioned bills of sale and convey to Purchaser all of Owner’s right, title and interest (if applicable, as required by any) in any Governmental Authority with which each Seller’s or any of its Affiliates’ rights to any Acquired Intellectual Property have been filed, assigning to Buyers the Acquired Intellectual Property; (f) All Seller Consents listed on Disclosure Schedule 7.1(c); (g) Assuming compliance by Buyers with their obligations under Section 2.7, customary pay-off letters from the applicable agent(s) for and all existing Indebtedness and evidence of release (or agreement to release concurrently with the Closing) of all Liens (other than Permitted Liens) on the assets and properties of the Business that secure Indebtedness Related to the Business properties, whether tangible or directly or indirectly encumbering the Acquired Assets (including UCC-3 termination statements or similar provincial filings in Canadaintangible, together with the return of any collateral in the possession of any agent or lender); (h) Special Warranty Deed, in substantially the form attached hereto as Exhibit J, conveying the Owned Real Property to URNA; (i) Leases replacing or amending (“Replacement Leases”) those leases set forth on Disclosure Schedule 3.2(i) to which any Seller is a party as of the date of this Agreement for real property and/or facilities owned by any Owner(s) or any of their Affiliates in substantially the form attached hereto as Exhibit K; (j) Assignments of the Assigned Leases, in form and substance reasonably acceptable to Buyers and Sellers, duly executed by the applicable Seller(s); (k) A copy of the articles of incorporation, certificate of formation, or certificate of limited partnership of each Seller, as the case may be, certified by the applicable Secretary of State or Governmental Authority; a copy of the bylaws, limited partnership agreement or limited liability company agreement or other organizational documents of each Seller, as the case may be, certified by the secretary of such Seller, the secretary of such Seller’s general partner on behalf of such Seller or other applicable person, as the case may be; and a copy of all consents, resolutions or similar actions of (i) each Seller or such Seller’s general partner on behalf of such Seller, as the case may be, certified by the secretary of such Seller or the secretary of such Seller’s general partner on behalf of such Seller, as the case may be, and (ii) each Owner that is not a natural person, certified by the respective Owner, in each case (i) and (ii) approving the transaction contemplated by this Agreement and the Related Agreements; (l) A reasonably current Certificate of Fact from the Secretary of State of the State of Texas evidencing that each Seller (other than Canadian Pump) is in existence in the State of Texas; (m) A Franchise Tax Account Status from the Texas Comptroller of Public Accounts issued to each Seller (other than Canadian Pump) evidencing that such Seller’s right to transact business in the State of Texas is active; (n) The Books and Records belonging to each Seller; (o) The Transition Services Agreement, duly executed by LD Services; (p) Assignment agreements and other instruments, duly executed by each Seller, if appropriate, transferring the Domain Names to Buyers, dated as of the Closing Date; (q) A certificate of non-foreign status of each Seller (other than Canadian Pump) that meets the requirements of Treasury Regulation Sections 1.1445-2(b)(2), duly executed by such Seller; (r) a certificate issued under Section 187 of the Provincial Sales Tax Act (British Columbia), as amended from time to time, and a similar certificate under similar laws of any other province in which any Seller carries on the Business; (s) The certificate to be delivered pursuant to Section 7.2(e); (t) Employment agreements duly executed by each U.S. Key Employee and each Canadian Key Employee in substantially the form attached hereto as Exhibit L, and the Recoupment Agreement duly executed by each U.S. Key Employee and each Canadian Key Employee in substantially the form attached hereto as Exhibit P; (u) Employment agreements duly executed by each of certain other employees of Sellers, as determined in Buyers’ discretion and listed on Disclosure Schedule 7.2(h); (v) Consulting agreements duly executed by each of Xx. Xxxxxx “Xxxxxx” Xxxxxxx and Xx. Xxx X. Shaver, in substantially the form attached hereto as Exhibit M; and (w) Such other instruments, documents or information that Buyers reasonably request used in connection with this Agreementthe ownership and operation of the Business. Further, Owner shall execute all Transaction Documents or other instruments reasonably requested by Purchaser to accomplish the Related Agreements and transaction described herein or to comply with the transactions contemplated hereby or thereby, in form and substance reasonably satisfactory to Buyersterms herein.

Seller’s Deliveries at Closing. At The sale, transfer, assignment and delivery by Seller of the ClosingAssets to Purchaser, Sellers all as herein provided, shall deliver to Buyers the following items: (a) Each Related Agreement not otherwise specifically referred to in this Section 3.2 to which any Seller(s) or any Owner(s) are party, duly executed by such Seller(s), such Owner(s) and/or their respective Affiliates or any third party, as applicable; (b) The Estimated Closing Schedule and the Disbursement Schedule, each of which will be delivered to Buyers at least five Business Days prior to effected on the Closing Date; Date by Seller’s execution and delivery of (ccollectively, the “Transaction Documents”): (i) Xxxx a bill of Salesale and an assignment for all Assets (except for the Business Contracts); (ii) an assignment(s) of the Business Contracts; (iii) a copy of the resolutions of the members and managers (if any) of Seller, or similar enabling document, authorizing the execution, delivery, and performance hereof by Seller, and a certificate of a duly authorized member of Seller, dated as of the Closing Date, evidencing that such resolutions were duly adopted and are in full force and effect and a copy of any and all organizational documents of Seller; (iv) releases and termination statements for any Encumbrances on the transfer to Buyers Assets; (v) a termination of the Acquired AssetsLease signed by Seller and Owner; (vi) intentionally omitted; (vii) employment agreement for all full and part time veterinarians of the Business (each in a form satisfactory to Purchaser in Purchaser’s sole discretion); (viii) all documents of title and instruments of conveyance necessary to transfer record and beneficial ownership to Purchaser of all Assets that requires execution, duly endorsement and/or delivery of a document in order to vest record or beneficial ownership thereof in Purchaser, in its sole discretion; (ix) a settlement statement; (x) the Article Amendment, (xi) a Certificate of Good Standing for the Seller issued by the State of Florida (dated not more than ten (10) days prior to the Closing Date), (xii) possession of the Assets for Purchaser; (xiii) the Closing Certificate; (xiv) a tax clearance certificate or other similar from document for Seller from the Taxing Authority in the State of Florida; (xv) the Convertible Note and such other documents required by Seller (in its sole discretion) to be executed in connection therewith (the “Convertible Note Documents”); and (xvi) any other document reasonably requested by Sellers; (d) The Assignment and Assumption AgreementPurchaser or its counsel, duly executed by Sellers; (e) Assignments, all in form and substance reasonably acceptable to Buyers andPurchaser, in its sole and absolute discretion. Owner shall, to the extent requested by Purchaser at and in conjunction with Closing, join in and execute the aforementioned bills of sale and convey to Purchaser all of Owner’s right, title and interest (if applicable, as required by any) in any Governmental Authority with which each Seller’s or any of its Affiliates’ rights to any Acquired Intellectual Property have been filed, assigning to Buyers the Acquired Intellectual Property; (f) All Seller Consents listed on Disclosure Schedule 7.1(c); (g) Assuming compliance by Buyers with their obligations under Section 2.7, customary pay-off letters from the applicable agent(s) for and all existing Indebtedness and evidence of release (or agreement to release concurrently with the Closing) of all Liens (other than Permitted Liens) on the assets and properties of the Business that secure Indebtedness Related to the Business properties, whether tangible or directly or indirectly encumbering the Acquired Assets (including UCC-3 termination statements or similar provincial filings in Canadaintangible, together with the return of any collateral in the possession of any agent or lender); (h) Special Warranty Deed, in substantially the form attached hereto as Exhibit J, conveying the Owned Real Property to URNA; (i) Leases replacing or amending (“Replacement Leases”) those leases set forth on Disclosure Schedule 3.2(i) to which any Seller is a party as of the date of this Agreement for real property and/or facilities owned by any Owner(s) or any of their Affiliates in substantially the form attached hereto as Exhibit K; (j) Assignments of the Assigned Leases, in form and substance reasonably acceptable to Buyers and Sellers, duly executed by the applicable Seller(s); (k) A copy of the articles of incorporation, certificate of formation, or certificate of limited partnership of each Seller, as the case may be, certified by the applicable Secretary of State or Governmental Authority; a copy of the bylaws, limited partnership agreement or limited liability company agreement or other organizational documents of each Seller, as the case may be, certified by the secretary of such Seller, the secretary of such Seller’s general partner on behalf of such Seller or other applicable person, as the case may be; and a copy of all consents, resolutions or similar actions of (i) each Seller or such Seller’s general partner on behalf of such Seller, as the case may be, certified by the secretary of such Seller or the secretary of such Seller’s general partner on behalf of such Seller, as the case may be, and (ii) each Owner that is not a natural person, certified by the respective Owner, in each case (i) and (ii) approving the transaction contemplated by this Agreement and the Related Agreements; (l) A reasonably current Certificate of Fact from the Secretary of State of the State of Texas evidencing that each Seller (other than Canadian Pump) is in existence in the State of Texas; (m) A Franchise Tax Account Status from the Texas Comptroller of Public Accounts issued to each Seller (other than Canadian Pump) evidencing that such Seller’s right to transact business in the State of Texas is active; (n) The Books and Records belonging to each Seller; (o) The Transition Services Agreement, duly executed by LD Services; (p) Assignment agreements and other instruments, duly executed by each Seller, if appropriate, transferring the Domain Names to Buyers, dated as of the Closing Date; (q) A certificate of non-foreign status of each Seller (other than Canadian Pump) that meets the requirements of Treasury Regulation Sections 1.1445-2(b)(2), duly executed by such Seller; (r) a certificate issued under Section 187 of the Provincial Sales Tax Act (British Columbia), as amended from time to time, and a similar certificate under similar laws of any other province in which any Seller carries on the Business; (s) The certificate to be delivered pursuant to Section 7.2(e); (t) Employment agreements duly executed by each U.S. Key Employee and each Canadian Key Employee in substantially the form attached hereto as Exhibit L, and the Recoupment Agreement duly executed by each U.S. Key Employee and each Canadian Key Employee in substantially the form attached hereto as Exhibit P; (u) Employment agreements duly executed by each of certain other employees of Sellers, as determined in Buyers’ discretion and listed on Disclosure Schedule 7.2(h); (v) Consulting agreements duly executed by each of Xx. Xxxxxx “Xxxxxx” Xxxxxxx and Xx. Xxx X. Shaver, in substantially the form attached hereto as Exhibit M; and (w) Such other instruments, documents or information that Buyers reasonably request used in connection with this Agreementthe ownership and operation of the Business. Further, Owner shall execute all Transaction Documents or other instruments reasonably requested by Purchaser to accomplish the Related Agreements and transaction described herein or to comply with the transactions contemplated hereby or thereby, in form and substance reasonably satisfactory to Buyersterms herein.

Seller’s Deliveries at Closing. At the Closing, Sellers shall Seller will deliver (or cause to Buyers be delivered) to Purchaser the following itemsfollowing: (a) Each Related Agreement not otherwise specifically referred to in this Section 3.2 to which any Seller(s) or any Owner(s) are party, duly executed by such Seller(s)Bills of Sale and other good and sufficient instruments of conveyance and transfer, such Owner(s) and/or their respective Affiliates or any third partyin forms in substance reasonably satisfactory to Purchaser, to vest in Purchaser all of Seller’s rights, title and interest in and to the equipment, in-store cash, merchantable inventory and other Acquired Assets sold as applicablea part of this Transaction; (b) The Estimated Closing Schedule and the Disbursement Schedulecopies of all Acquired Contracts and, each of which will be delivered with respect to Buyers at least five Business Days any Acquired Contracts that require a Consent (prior to assignment thereof), subject to Section 2.3, such Consent (in a form reasonably satisfactory to Purchaser) executed by the Closing Dateconsenting third party; (c) Xxxx original (if in Seller’s possession or control) certificates of Saletitle with respect to any equipment comprising a part of the Acquired Assets that is certificated, if any, duly endorsed by Seller to Purchaser. To the extent that Seller cannot produce original certificates of title with respect to any Acquired Asset, Seller agrees to reasonably cooperate with Purchaser in acquiring replacement certificates of title and Seller shall bear all reasonable costs associated therewith; (d) duly executed agreements transferring Seller’s interest in the Leased Real Property to Purchaser, including, but not limited to, assignment and assumption of the Lease Agreements, tenant estoppel certificates, landlord consents for remodeling or replacing existing Leased Real Property, and W9 and ACH forms to allow Purchaser to pay the Landlords, all form to be approved by Purchaser, attached hereto as Exhibit B (the “Leased Real Property Assignments”); (e) duly executed affidavit, in the form required by Law, stating that Seller is not a “foreign person” as defined in Section 1445 of the Code; (f) duly executed special warranty deeds conveying to Purchaser marketable fee simple title to all of the Owned Real Property, and all of Seller’s rights and interest therein, free of all Liens other than the Liens set forth in the title commitment delivered (the “Warranty Deeds”), substantially in the form attached hereto as Exhibit C; (g) confirmation of termination of any agreements which are not part of the Acquired Contracts or Acquired Leases and which apply solely to the Locations; (i) an affidavit or affidavits executed by Seller to the effect that (A) with the exception of Permitted Liens, the Real Property is free from claims for mechanics’, materialmen’s and laborers’ Liens, and (B) with the exception of tenants of the Real Property under the Acquired Contracts, there are no parties in possession of the Real Property or any part thereof, with such affidavit(s) to be in form reasonably acceptable to the Title Company and Seller, and sufficient to permit deletion of the pertinent standard title exceptions, and (ii) Seller shall deliver to the Title Company effective releases of any Liens for Indebtedness on the Acquired Assets in a form and in substance reasonably satisfactory to Purchaser; (i) solely to the extent permitted or expressly contemplated by an Acquired Lease, duly executed memoranda of leases, substantially in the form attached hereto as Exhibit D, as to such Acquired Lease (the “Memoranda of Leases”), to be filed of record upon Closing (in lieu of the Acquired Leases) in the real property records of the county in which the respective Leased Real Property is located; (j) duly executed agreement assigning the Transferable Permits and Licenses to Purchaser, in the form attached hereto as Exhibit E (the “Transferable Permits and Licenses Assignment”); (k) duly executed agreement assigning Seller’s interest in the Acquired Contracts to Purchaser, in the form attached hereto as Exhibit F (the “Acquired Contracts Assignment”); (l) a board resolution authorizing this Agreement and the Transaction Documents; (m) a certificate executed by a duly authorized officer of Seller dated as of the Closing Date, evidencing certifying that the transfer to Buyers of the Acquired Assets, duly executed by Sellers; (dconditions specified in Sections 7.2(a) The Assignment and Assumption Agreement, duly executed by Sellers; (e) Assignments, in form and substance reasonably acceptable to Buyers and, if applicable, as required by any Governmental Authority with which each Seller’s or any of its Affiliates’ rights to any Acquired Intellectual Property have been filed, assigning to Buyers the Acquired Intellectual Property; (f) All Seller Consents listed on Disclosure Schedule 7.1(c); (g) Assuming compliance by Buyers with their obligations under Section 2.7, customary pay-off letters from the applicable agent(s) for all existing Indebtedness and evidence of release (or agreement to release concurrently with the Closing) of all Liens (other than Permitted Liens) on the assets and properties of the Business that secure Indebtedness Related to the Business or directly or indirectly encumbering the Acquired Assets (including UCC-3 termination statements or similar provincial filings in Canada, together with the return of any collateral in the possession of any agent or lender); (h) Special Warranty Deed, in substantially the form attached hereto as Exhibit J, conveying the Owned Real Property to URNA; (i) Leases replacing or amending (“Replacement Leases”) those leases set forth on Disclosure Schedule 3.2(i) to which any Seller is a party as of the date of this Agreement for real property and/or facilities owned by any Owner(s) or any of their Affiliates in substantially the form attached hereto as Exhibit K; (j) Assignments of the Assigned Leases, in form and substance reasonably acceptable to Buyers and Sellers, duly executed by the applicable Seller(s); (k) A copy of the articles of incorporation, certificate of formation, or certificate of limited partnership of each Seller, as the case may be, certified by the applicable Secretary of State or Governmental Authoritysatisfied; a copy of the bylaws, limited partnership agreement or limited liability company agreement or other organizational documents of each Seller, as the case may be, certified by the secretary of such Seller, the secretary of such Seller’s general partner on behalf of such Seller or other applicable person, as the case may be; and a copy of all consents, resolutions or similar actions of (i) each Seller or such Seller’s general partner on behalf of such Seller, as the case may be, certified by the secretary of such Seller or the secretary of such Seller’s general partner on behalf of such Seller, as the case may be, and (ii) each Owner that is not a natural person, certified by the respective Owner, in each case (i) and (ii) approving the transaction contemplated by this Agreement and the Related Agreements; (l) A reasonably current Certificate of Fact from the Secretary of State of the State of Texas evidencing that each Seller (other than Canadian Pump) is in existence in the State of Texas; (m) A Franchise Tax Account Status from the Texas Comptroller of Public Accounts issued to each Seller (other than Canadian Pump) evidencing that such Seller’s right to transact business in the State of Texas is active;and (n) The Books Seller shall deliver to Purchaser the tank owner change forms, and Records belonging any other related documents required to each Seller; (o) The Transition Services Agreementbe prepared, duly executed or delivered by LD Services; (p) Assignment agreements and other instruments, duly executed by each Seller, if appropriate, transferring the Domain Names Seller to Buyers, dated as Purchase in order to transfer ownership of the Closing Date; UST systems to Purchase (q) A certificate of non-foreign status of each Seller (other than Canadian Pump) that meets the requirements of Treasury Regulation Sections 1.1445-2(b)(2“Tank Owner Change Forms”), duly executed by such Seller; (r) a certificate issued under Section 187 of the Provincial Sales Tax Act (British Columbia), as amended from time to time, and a similar certificate under similar laws of any other province in which any Seller carries on the Business; (s) The certificate to be delivered pursuant to Section 7.2(e); (t) Employment agreements duly executed by each U.S. Key Employee and each Canadian Key Employee in substantially the form attached hereto as Exhibit L, and the Recoupment Agreement duly executed by each U.S. Key Employee and each Canadian Key Employee in substantially the form attached hereto as Exhibit P; (u) Employment agreements duly executed by each of certain other employees of Sellers, as determined in Buyers’ discretion and listed on Disclosure Schedule 7.2(h); (v) Consulting agreements duly executed by each of Xx. Xxxxxx “Xxxxxx” Xxxxxxx and Xx. Xxx X. Shaver, in substantially the form attached hereto as Exhibit M; and (w) Such other instruments, documents or information that Buyers reasonably request in connection with this Agreement, the Related Agreements and the transactions contemplated hereby or thereby, in form and substance reasonably satisfactory to Buyers.

Seller’s Deliveries at Closing. At the Closing, Sellers shall deliver or cause to Buyers the following itemsbe delivered to Buyer: (ai) Each Related Agreement not otherwise specifically referred to a stock power representing the Cedar Shares in this Section 3.2 to which any Seller(s) or any Owner(s) are partythe form attached hereto as Exhibit A, duly executed by such Seller(s)Probatio, such Owner(s) and/or their respective Affiliates or any third party, as applicableLLC; (ii) a stock power representing the Cedar Shares in the form attached hereto as Exhibit B, duly executed by Psychosomatics LLC; (iii) a certificate signed by the secretary of Cedar Psychiatry dated as of the Closing Date, certifying (a) the constating documents of Cedar Psychiatry and (b) The Estimated the resolutions of the directors of Cedar Psychiatry consenting to the transfer of the Cedar Psychiatry Shares pursuant to the terms of this Agreement; (iv) a certificate signed by the secretary of CCR dated as of the Closing Schedule Date, certifying (a) the constating documents of CCR and (b) the Disbursement Scheduleresolutions of the directors of CCR consenting to the transfer of the CCR Shares pursuant to the terms of this Agreement; (v) the Sellers’ Closing Certificate duly executed by the Sellers; (vi) a good standing certificate with respect to Cedar Psychiatry, each issued by the Secretary of which will be delivered to Buyers at least five Business Days State of Utah, dated as of a date not more than three (3) business days prior to the Closing Date; (cvii) Xxxx of Salea good standing certificate with respect to CCR, dated as of the Closing Date, evidencing the transfer to Buyers of the Acquired Assets, duly executed issued by Sellers; (d) The Assignment and Assumption Agreement, duly executed by Sellers; (e) Assignments, in form and substance reasonably acceptable to Buyers and, if applicable, as required by any Governmental Authority with which each Seller’s or any of its Affiliates’ rights to any Acquired Intellectual Property have been filed, assigning to Buyers the Acquired Intellectual Property; (f) All Seller Consents listed on Disclosure Schedule 7.1(c); (g) Assuming compliance by Buyers with their obligations under Section 2.7, customary pay-off letters from the applicable agent(s) for all existing Indebtedness and evidence of release (or agreement to release concurrently with the Closing) of all Liens (other than Permitted Liens) on the assets and properties of the Business that secure Indebtedness Related to the Business or directly or indirectly encumbering the Acquired Assets (including UCC-3 termination statements or similar provincial filings in Canada, together with the return of any collateral in the possession of any agent or lender); (h) Special Warranty Deed, in substantially the form attached hereto as Exhibit J, conveying the Owned Real Property to URNA; (i) Leases replacing or amending (“Replacement Leases”) those leases set forth on Disclosure Schedule 3.2(i) to which any Seller is a party as of the date of this Agreement for real property and/or facilities owned by any Owner(s) or any of their Affiliates in substantially the form attached hereto as Exhibit K; (j) Assignments of the Assigned Leases, in form and substance reasonably acceptable to Buyers and Sellers, duly executed by the applicable Seller(s); (k) A copy of the articles of incorporation, certificate of formation, or certificate of limited partnership of each Seller, as the case may be, certified by the applicable Secretary of State or Governmental Authority; a copy of the bylaws, limited partnership agreement or limited liability company agreement or other organizational documents of each Seller, as the case may be, certified by the secretary of such Seller, the secretary of such Seller’s general partner on behalf of such Seller or other applicable person, as the case may be; and a copy of all consents, resolutions or similar actions of (i) each Seller or such Seller’s general partner on behalf of such Seller, as the case may be, certified by the secretary of such Seller or the secretary of such Seller’s general partner on behalf of such Seller, as the case may be, and (ii) each Owner that is not a natural person, certified by the respective Owner, in each case (i) and (ii) approving the transaction contemplated by this Agreement and the Related Agreements; (l) A reasonably current Certificate of Fact from the Secretary of State of the State of Texas evidencing that each Seller (other than Canadian Pump) is in existence in the State of Texas; (m) A Franchise Tax Account Status from the Texas Comptroller of Public Accounts issued to each Seller (other than Canadian Pump) evidencing that such Seller’s right to transact business in the State of Texas is active; (n) The Books and Records belonging to each Seller; (o) The Transition Services Agreement, duly executed by LD Services; (p) Assignment agreements and other instruments, duly executed by each Seller, if appropriate, transferring the Domain Names to BuyersUtah, dated as of a date not more than three (3) business days prior to the Closing Date; (qviii) A certificate of non-foreign status a resignation of each Seller officer and manager of Cedar Psychiatry; (other than Canadian Pumpix) that meets a resignation of each officer and manager of CCR; (x) a full release by the requirements Sellers in favour of Treasury Regulation Sections 1.1445-2(b)(2)Cedar Psychiatry as of the Closing Date in respect of any obligations of Cedar Psychiatry to the Sellers; (xi) a full release by the Sellers in favour of CCR as of the Closing Date in respect of any obligations of CCR to the Sellers; (xii) the Required Consents, duly executed by such Sellerand in full force and effect; (rxiii) a certificate issued under Section 187 all corporate books and records and other property of Cedar Psychiatry in the possession of the Provincial Sales Tax Act (British Columbia), as amended from time to time, and a similar certificate under similar laws of any other province in which any Seller carries on the BusinessSellers; (sxiv) The certificate to be delivered pursuant to Section 7.2(e)all corporate books and records and other property of CCR in the possession of the Sellers; (txv) Employment agreements duly Investment Agreements completed and executed by each U.S. Key Employee and each Canadian Key Employee Seller substantially in substantially the form attached annexed hereto as Exhibit L, and the Recoupment Agreement duly executed by each U.S. Key Employee and each Canadian Key Employee in substantially the form attached hereto as Exhibit P; (u) Employment agreements duly executed by each of certain other employees of Sellers, as determined in Buyers’ discretion and listed on Disclosure Schedule 7.2(h); (v) Consulting agreements duly executed by each of Xx. Xxxxxx “Xxxxxx” Xxxxxxx and Xx. Xxx X. Shaver, in substantially the form attached hereto as Exhibit ME; and (wxvi) Such such other instruments, documents or information that Buyers and instruments as reasonably request in connection with this Agreement, the Related Agreements and requested by Xxxxx as necessary to effect the transactions contemplated hereby or thereby, in form and substance reasonably satisfactory to Buyershereby.

Seller’s Deliveries at Closing. At the Closing, Sellers Closing Seller shall deliver or cause to Buyers the following items: (a) Each Related Agreement not otherwise specifically referred to in this Section 3.2 to which any Seller(s) or any Owner(s) are party, duly executed by such Seller(s), such Owner(s) and/or their respective Affiliates or any third party, as applicable; (b) The Estimated Closing Schedule and the Disbursement Schedule, each of which will be delivered to Buyers at least five Business Days prior to the Closing Date; (c) Xxxx of Sale, dated Buyer or as of the Closing Date, evidencing the transfer to Buyers of the Acquired Assets, duly executed directed by Sellers; (d) The Assignment and Assumption Agreement, duly executed by Sellers; (e) AssignmentsBuyer, in form and substance reasonably acceptable to Buyers andBuyer: (A) a schedule of all resident and tenant deposits, if applicableEntrance Fee liabilities, as all security deposits, cleaning fees and similar deposits and fees held by Seller and paid to Seller under the Leases, excluding interest earned on such amounts to the extent not required by any Governmental Authority with which to be paid to the party entitled to the return of each Seller’s or any of its Affiliates’ rights such deposit. Seller shall pay such deposits listed upon the schedule to any Acquired Intellectual Property have been filed, assigning to Buyers the Acquired Intellectual PropertyBuyer at Closing; (fB) All Seller Consents listed on Disclosure Schedule 7.1(call resident or tenant records and the original copies of all Leases and Contracts, relating to the operation of the Park Place II Assisted Living and Special Care Facility (Buyer shall also have the right to copy at Buyer's expense, all operational and accounting records relating to the facility); (gC) Assuming compliance by Buyers with their obligations under Section 2.7a schedule of (i) names, customary titles and job descriptions, (ii) amount of current compensation due, (iii) earned vacation pay-off letters from the applicable agent(s, holiday pay and FICA and unemployment taxes thereunder, (iv) for all existing Indebtedness accrued vacation and evidence of release sick pay, (or agreement to release concurrently with the Closingv) seniority, (vi) bonuses, (vii) current compensation levels of all Liens (other than Permitted Liens) employees at the Park Place II Assisted Living and Special Care Facility on the assets and properties of the Business that secure Indebtedness Related to the Business or directly or indirectly encumbering the Acquired Assets (including UCC-3 termination statements or similar provincial filings in CanadaClosing Date, together with the return of any collateral in the possession of any agent or lender); (h) Special Warranty Deed, in substantially the form which Schedule will be attached hereto as Exhibit J"11.02(C)." Seller shall, conveying on or before twenty (20) days after the Owned Real Property Closing Date, pay to URNAthe respective employees, in cash, the amount of the items shown in subparagraphs (ii) and (iii) the accrued vacation pay described in clause (iv) above and the accrued bonuses under clause (vi) above; (iD) Leases replacing or amending (“Replacement Leases”) those leases set forth on Disclosure Schedule 3.2(i) to which any Seller is a party final schedule of Seller's accounts receivables as of the date of this Agreement for real property and/or facilities owned Closing as required by any Owner(s) or any of their Affiliates in substantially the form attached hereto as Exhibit KSection 7.01 hereof; (jE) Assignments a notice executed by Seller and acceptable to Buyer, addressed to each tenant, resident, supplier, contract party and purveyor of Seller and/or the Park Place II Assisted Living and Special Care Facility informing them of the Assigned Leases, sale of the Assets and business to Buyer as of the Closing Date and directing such party to make all future payments due under said documents to Buyer and to direct all further communication to Buyer at such address as Buyer shall designate in form and substance reasonably acceptable such notice (which notices shall be sent by Buyer to Buyers and Sellers, duly executed by the applicable Seller(srelevant addresses within five (5) days after Closing); (kF) A copy possession of the articles of incorporation, certificate of formation, or certificate of limited partnership of each Seller, as the case may be, certified by the applicable Secretary of State or Governmental Authority; a copy of the bylaws, limited partnership agreement or limited liability company agreement or other organizational documents of each Seller, as the case may be, certified by the secretary of such Seller, the secretary of such Seller’s general partner on behalf of such Seller or other applicable person, as the case may be; Park Place II Assisted Living and a copy of all consents, resolutions or similar actions of (i) each Seller or such Seller’s general partner on behalf of such Seller, as the case may be, certified by the secretary of such Seller or the secretary of such Seller’s general partner on behalf of such Seller, as the case may be, and (ii) each Owner that is not a natural person, certified by the respective Owner, in each case (i) and (ii) approving the transaction contemplated by this Agreement Special Care Facility and the Related AgreementsAssets, all keys, pass cards, master keys, access and emergency codes and all other similar property and/or information; (lG) A reasonably current Certificate of Fact from an executed and notarized statutory warranty deed conveying the Secretary of State of Real Property to Buyer in a form mutually agreed to by the State of Texas evidencing that each Seller (other than Canadian Pump) is parties in existence in the State of Texastheir reasonable discretion; (mH) A Franchise Tax Account Status from an executed xxxx of sale for the Texas Comptroller of Public Accounts issued Assets in a form mutually agreed to each Seller (other than Canadian Pump) evidencing that such Seller’s right to transact business by the parties in the State of Texas is activetheir reasonable discretion; (nI) The Books an executed Assignment of Contracts and Records belonging Leases in a form mutually agreed to each Sellerby the parties in their reasonable discretion; (oJ) The Transition Services Agreementan executed Assignment assigning all Intangibles, duly executed by LD Servicesif any, included in the Assets to Buyer; (pK) Assignment agreements and other instruments, duly executed by each Seller, if appropriate, transferring the Domain Names to Buyers, dated as of the Closing DateTitle Policy; (qL) A the required documents terminating all security interest in the Assets. (M) all certificates of title to all vehicles and other items of personal property which are evidenced by a certificate of non-foreign status of each Seller (other than Canadian Pump) that meets the requirements of Treasury Regulation Sections 1.1445-2(b)(2), duly executed by such Seller; (r) a certificate issued under Section 187 of the Provincial Sales Tax Act (British Columbia), as amended from time to time, and a similar certificate under similar laws of any other province in which any Seller carries on the Business; (s) The certificate to be delivered pursuant to Section 7.2(e); (t) Employment agreements duly executed by each U.S. Key Employee and each Canadian Key Employee in substantially the form attached hereto as Exhibit L, and the Recoupment Agreement duly executed by each U.S. Key Employee and each Canadian Key Employee in substantially the form attached hereto as Exhibit P; (u) Employment agreements duly executed by each of certain other employees of Sellers, as determined in Buyers’ discretion and listed on Disclosure Schedule 7.2(h); (v) Consulting agreements duly executed by each of Xx. Xxxxxx “Xxxxxx” Xxxxxxx and Xx. Xxx X. Shaver, in substantially the form attached hereto as Exhibit Mtitle; and (wN) Such such other instruments, documents items or information that Buyers documentation as Title Company or Buyer may reasonably request in connection with this Agreement, the Related Agreements and order to consummate the transactions contemplated hereby or thereby, in form and substance reasonably satisfactory to Buyersby this Agreement.

Seller’s Deliveries at Closing. At the Closing, Sellers Seller shall deliver to Buyers the following itemsitems to Acquiror: (a) Each Related Agreement a good standing certificate for Seller issued by DIFS dated not otherwise specifically referred more than ten (10) Business Days prior to in this Section 3.2 to which any Seller(s) or any Owner(s) are party, duly executed by such Seller(s), such Owner(s) and/or their respective Affiliates or any third party, as applicablethe Closing Date; (b) The Estimated Closing Schedule a copy of the articles of incorporation and all amendments thereto of Seller certified by the Disbursement Schedule, each of which will be delivered to Buyers at least five DIFS dated not more than ten (10) Business Days prior to the Closing Date; (c) Xxxx a certificate of Salethe Secretary of Seller dated the Closing Date certifying a copy of the bylaws of Seller and stating that there have been no further amendments to the articles of incorporation of the Seller delivered pursuant to this Section 2.9; (d) copies of resolutions of the shareholders and the board of directors of Seller authorizing and approving this Agreement, the Statutory Consolidation Agreement and the consummation of the Contemplated Transactions certified by the Secretary or any Assistant Secretary of Seller; (e) a list of Seller Shareholders as of the Closing Date and a list of all Persons as of the Closing Date who hold or have the right at any time to acquire shares of Seller Common Stock or any other equity security of Seller certified in each case by the Secretary or any Assistant Secretary of Seller; (f) a certificate of each of Seller’s legal counsel, accountants and financial and investment banker if any representing that all of their respective fees and expenses incurred by Seller prior to and including the Effective Time in connection with the Contemplated Transactions have been paid in full or were fully accrued prior to the close of business on the day immediately preceding the Closing; (g) a certificate executed by the President or Chief Executive of Seller, dated as of the Closing Date, evidencing to the transfer effect that the conditions set forth Sections 9.1, 9.2, 9.5, 9.6, and 9.8 have been satisfied as to Buyers of the Acquired Assets, duly executed by Sellers;Seller. (dh) The Assignment and Assumption Agreement, duly executed by Sellers; (e) Assignments, such other documents as Acquiror or its counsel shall reasonably request. All such items shall be reasonably satisfactory in form and substance reasonably acceptable to Buyers and, if applicable, as required by any Governmental Authority with which each Seller’s or any of Seller and its Affiliates’ rights to any Acquired Intellectual Property have been filed, assigning to Buyers the Acquired Intellectual Property; (f) All Seller Consents listed on Disclosure Schedule 7.1(c); (g) Assuming compliance by Buyers with their obligations under Section 2.7, customary pay-off letters from the applicable agent(s) for all existing Indebtedness and evidence of release (or agreement to release concurrently with the Closing) of all Liens (other than Permitted Liens) on the assets and properties of the Business that secure Indebtedness Related to the Business or directly or indirectly encumbering the Acquired Assets (including UCC-3 termination statements or similar provincial filings in Canada, together with the return of any collateral in the possession of any agent or lender); (h) Special Warranty Deed, in substantially the form attached hereto as Exhibit J, conveying the Owned Real Property to URNA; (i) Leases replacing or amending (“Replacement Leases”) those leases set forth on Disclosure Schedule 3.2(i) to which any Seller is a party as of the date of this Agreement for real property and/or facilities owned by any Owner(s) or any of their Affiliates in substantially the form attached hereto as Exhibit K; (j) Assignments of the Assigned Leases, in form and substance reasonably acceptable to Buyers and Sellers, duly executed by the applicable Seller(s); (k) A copy of the articles of incorporation, certificate of formation, or certificate of limited partnership of each Seller, as the case may be, certified by the applicable Secretary of State or Governmental Authority; a copy of the bylaws, limited partnership agreement or limited liability company agreement or other organizational documents of each Seller, as the case may be, certified by the secretary of such Seller, the secretary of such Seller’s general partner on behalf of such Seller or other applicable person, as the case may be; and a copy of all consents, resolutions or similar actions of (i) each Seller or such Seller’s general partner on behalf of such Seller, as the case may be, certified by the secretary of such Seller or the secretary of such Seller’s general partner on behalf of such Seller, as the case may be, and (ii) each Owner that is not a natural person, certified by the respective Owner, in each case (i) and (ii) approving the transaction contemplated by this Agreement and the Related Agreements; (l) A reasonably current Certificate of Fact from the Secretary of State of the State of Texas evidencing that each Seller (other than Canadian Pump) is in existence in the State of Texas; (m) A Franchise Tax Account Status from the Texas Comptroller of Public Accounts issued to each Seller (other than Canadian Pump) evidencing that such Seller’s right to transact business in the State of Texas is active; (n) The Books and Records belonging to each Seller; (o) The Transition Services Agreement, duly executed by LD Services; (p) Assignment agreements and other instruments, duly executed by each Seller, if appropriate, transferring the Domain Names to Buyers, dated as of the Closing Date; (q) A certificate of non-foreign status of each Seller (other than Canadian Pump) that meets the requirements of Treasury Regulation Sections 1.1445-2(b)(2), duly executed by such Seller; (r) a certificate issued under Section 187 of the Provincial Sales Tax Act (British Columbia), as amended from time to time, and a similar certificate under similar laws of any other province in which any Seller carries on the Business; (s) The certificate to be delivered pursuant to Section 7.2(e); (t) Employment agreements duly executed by each U.S. Key Employee and each Canadian Key Employee in substantially the form attached hereto as Exhibit L, and the Recoupment Agreement duly executed by each U.S. Key Employee and each Canadian Key Employee in substantially the form attached hereto as Exhibit P; (u) Employment agreements duly executed by each of certain other employees of Sellers, as determined in Buyers’ discretion and listed on Disclosure Schedule 7.2(h); (v) Consulting agreements duly executed by each of Xx. Xxxxxx “Xxxxxx” Xxxxxxx and Xx. Xxx X. Shaver, in substantially the form attached hereto as Exhibit M; and (w) Such other instruments, documents or information that Buyers reasonably request in connection with this Agreement, the Related Agreements and the transactions contemplated hereby or thereby, in form and substance reasonably satisfactory to Buyerscounsel.