Common use of Seller’s Obligations at the Closing Clause in Contracts

Seller’s Obligations at the Closing. Seller shall deliver or cause to be delivered to the escrow agent: (i) instruments of assignment and transfer of all of the Assets of Seller to be transferred hereunder, in form and substance satisfactory to Buyer's counsel; and (ii) instruments of assignment and transfer of all contracts being transferred by Seller to Buyer as outlined in SCHEDULE 1.1; and (iii) the certificate of the President or Secretary of the Seller confirming that proper minutes and resolutions of the Seller's Board of Directors have been secured prior to the Closing whereby the sale of the Assets has been approved. Simultaneously with the closing of escrow, Seller, through its officers, agents, and employees, shall put Buyer into full possession and enjoyment of all the Assets to be conveyed and transferred by this Agreement. Seller, at any time before or after the closing Date, shall execute, acknowledge, and deliver any further assignments, conveyances and other assurances, documents and instruments of transfer, reasonably requested by Buyer and shall take any other action consistent with the terms of this Agreement that may reasonably be requested by Buyer for the purpose of assigning, transferring, granting, conveying and confirming to Buyer, or reducing to possession, any or all property and assets to be conveyed and transferred by this Agreement. If requested by Buyer, Seller further agrees to prosecute or otherwise enforce in their own names for the benefit of Buyer any claims, rights, or benefits that are transferred to Buyer by this Agreement and that require prosecution or enforcement in either of the Sellers name. Any prosecution or enforcement of claims, rights, or benefits under this Section shall be solely at Buyer's expense, unless Seller makes the prosecution or enforcement necessary by breach of this Agreement.

Seller’s Obligations at the Closing. Subject to the terms, conditions and provisions hereof and contemporaneously with the performance by Purchaser of its obligations set forth in Section 4.3 below, Seller shall deliver or cause to be delivered to Purchaser the escrow agentfollowing items at Closing: (a) A special warranty deed for each parcel of real estate comprising a part of the Property (collectively, the "Deeds"), executed by each Seller, conveying the Land and Improvements to Purchaser subject to the Permitted Exceptions, in the form of the Deeds attached hereto as Exhibit "I-1" and "I-2"; (b) A xxxx of sale for the Personal Property (collectively, the "Bills of Sale") executed by each Seller, assigning the Personal Property to Purchaser in the form of the Xxxx of Sale attached hereto as Exhibit "J"; (c) An assignment and assumption of leases and contracts for each parcel of real estate comprising a part of the Property other than the Greentree Land (collectively, the "Assignments") executed by each Seller, assigning the then-existing Tenant Leases and Service Contracts (to the extent Purchaser desires to assume any such Service Contract) to Purchaser, in the form of the Assignment attached hereto as Exhibit "K"; (d) A certificate of nonforeign status (the "FIRPTA Affidavit"), executed by each Seller, in the form of the FIRPTA Affidavit attached hereto as Exhibit "L"; (e) Notices (the "Tenant Notices") to each of the Tenants executed by each Seller and Purchaser advising each of the Tenants of the sale of that parcel which such Tenant occupies to Purchaser, and stating that future rent should be paid as specified by Purchaser and that Purchaser will be responsible for the security deposits of the Tenants delivered to Purchaser by Seller; (f) All security deposits to be acquired by Purchaser pursuant to Section 1.1 hereof; (g) All Tenant Estoppels required pursuant to Section 2.2(b) hereof; (h) All original Tenant Leases, Tenant operating files, Service Contracts, Permits, plans and other items conveyed under this Agreement, to the extent in Seller's possession or under its control; (i) instruments of assignment and transfer of all A termination of the Assets existing management agreements for the Property; (j) An estoppel from each of Seller the Payees stating that, as of the Closing Date (or no earlier than five (5) days prior to the Closing), all payments due under the Notes are current and that no default or breach exists under the Loan Documents which remains uncured; (k) Such documents, in a form reasonably acceptable to Purchaser, as are required, at no cost or expense to Seller, to be transferred hereunderexecuted by Seller, Purchaser and the Payees to assign to Purchaser the Loan Documents which Purchaser has agreed to assume connection with the Assumptions; (l) All keys and security codes (if any); (m) Such other documents, instruments and matters that may be reasonably required by the Title Company in form connection with the Closing; (n) With respect to those parcels located in Philadelphia, Pennsylvania, a Certification Statement from the City of Philadelphia Department of Licenses and substance satisfactory to Buyer's counselInspections; and (iio) instruments of assignment and transfer of all contracts being transferred by Seller to Buyer as outlined in SCHEDULE 1.1; and (iii) the certificate of the President Any other documents or Secretary of the Seller confirming that proper minutes and resolutions of the Seller's Board of Directors have been secured prior to the Closing whereby the sale of the Assets has been approved. Simultaneously with the closing of escrow, Seller, through its officers, agents, and employees, shall put Buyer into full possession and enjoyment of all the Assets materials required hereunder to be conveyed and transferred delivered by this Agreement. Seller, at any time before or after the closing Date, shall execute, acknowledge, and deliver any further assignments, conveyances and other assurances, documents and instruments of transfer, reasonably requested by Buyer and shall take any other action consistent with the terms of this Agreement that may reasonably be requested by Buyer for the purpose of assigning, transferring, granting, conveying and confirming to Buyer, or reducing to possession, any or all property and assets to be conveyed and transferred by this Agreement. If requested by Buyer, Seller further agrees to prosecute or otherwise enforce in their own names for the benefit of Buyer any claims, rights, or benefits that are transferred to Buyer by this Agreement and that require prosecution or enforcement in either of the Sellers name. Any prosecution or enforcement of claims, rights, or benefits under this Section shall be solely at Buyer's expense, unless Seller makes the prosecution or enforcement necessary by breach of this Agreement.

Seller’s Obligations at the Closing. On or prior to the Closing Date (or by such earlier date as specifically stated herein), Seller shall deliver or cause to be delivered to Purchaser and the escrow agentTitle Company the following items: (a) Special Warranty Deed (the “Deed”), in the form attached hereto as Exhibit B, executed by Seller, conveying to Purchaser good and indefeasible fee simple title to the Land and Improvements, subject only to the Permitted Exceptions; (b) Bxxx of Sale and Assignment (the “Bxxx of Sale”), in the form attached hereto as Exhibit C, executed by Seller, assigning to Purchaser the Intangible Property and the Service Contracts; (c) Affidavit of Non-Foreign Status (the “FIRPTA Affidavit”), in the form attached hereto as Exhibit D, executed by Seller; (d) Originals of all items referred to in Section 2.2, to the extent in the possession or reasonable control of Seller; (e) All keys and electronic pass cards or devices to all entrance doors to, and equipment and utility rooms and vault boxes located in, the Property; (f) Such evidence of the authority of Seller to consummate the Closing as the Title Company may reasonably require; (g) Evidence reasonably satisfactory to Purchaser that all management and marketing agreements with respect to the Property have been terminated on or prior to the Closing Date, and evidence reasonably satisfactory to Purchaser that all Service Contracts that Purchaser has elected to terminate (or is deemed to have elected to terminate) pursuant to Section 2.3 have been terminated on or prior to the Closing Date; (h) Certificate, dated as of the Closing Date and duly executed on behalf of Seller, stating that the representations and warranties of Seller contained in this Agreement are true and correct in all material respects as of the Closing Date; (i) instruments of assignment and transfer Sales/Withholding Releases of all of Purchaser’s obligations to withhold a portion of the Assets Purchase Price at Closing under applicable State of Illinois, Cxxx County, and City of Chicago bulk sales or tax statutes, including 902(d) of the Illinois Revenue Code and similar laws of Cxxx County and the City of Chicago, or if not obtained by Closing, an indemnity from Seller to be transferred hereunderfor any such amounts claimed due by the State of Illinois, Cxxx County, or the City of Chicago; (j) City of Chicago Water / Sewer Full Payment Certificate; (k) A closing statement, executed by Seller, in a form mutually acceptable to Seller and substance satisfactory to Buyer's counselPurchaser; and (iil) instruments of assignment and transfer of all contracts being transferred by Seller to Buyer Such other documents as outlined in SCHEDULE 1.1; and (iii) the certificate of the President Title Company or Secretary of the Seller confirming that proper minutes and resolutions of the Seller's Board of Directors have been secured prior to the Closing whereby the sale of the Assets has been approved. Simultaneously with the closing of escrow, Seller, through its officers, agents, and employees, shall put Buyer into full possession and enjoyment of all the Assets to be conveyed and transferred by this Agreement. Seller, at any time before or after the closing Date, shall execute, acknowledge, and deliver any further assignments, conveyances and other assurances, documents and instruments of transfer, reasonably requested by Buyer and shall take any other action consistent with the terms of this Agreement that Purchaser may reasonably be requested by Buyer for the purpose of assigning, transferring, granting, conveying and confirming to Buyer, or reducing to possession, any or all property and assets to be conveyed and transferred by this Agreement. If requested by Buyer, Seller further agrees to prosecute or otherwise enforce in their own names for the benefit of Buyer any claims, rights, or benefits that are transferred to Buyer by this Agreement and that require prosecution or enforcement in either of the Sellers name. Any prosecution or enforcement of claims, rights, or benefits under this Section shall be solely at Buyer's expense, unless Seller makes the prosecution or enforcement necessary by breach of this Agreementrequest.

Seller’s Obligations at the Closing. Seller At the Closing, Sellers shall deliver or cause to be delivered to the escrow agentBuyer: (ia) instruments of assignment and transfer of all of the Assets of Seller to be transferred hereunder, in form and substance satisfactory to Buyer's counsel; and; (iib) instruments of assignment and transfer of all contracts being transferred by Seller seller to Buyer buyer as outlined in SCHEDULE 1.1; and. (iiic) the certificate of the President or Secretary of the Seller confirming that proper minutes and resolutions of the Seller's Board of Directors and Shareholders have been secured prior to the Closing whereby the sale of the Assets has been approved. Simultaneously with the closing consummation of escrowthe transfer, Seller, through its officers, agents, and employees, shall put Buyer into full possession and enjoyment of all the Assets to be conveyed and transferred by this Agreement. Seller, at any time before or after the closing Date, shall execute, acknowledge, and deliver any further assignments, conveyances and other assurances, documents and instruments of transfer, reasonably requested by Buyer and shall take any other action consistent with the terms of this Agreement that may reasonably be requested by Buyer for the purpose of assigning, transferring, granting, conveying and confirming to Buyer, or reducing to possession, any or all property and assets to be conveyed and transferred by this Agreement. If requested by Buyer, Seller further agrees agree to prosecute or otherwise enforce in their own names for the benefit of Buyer any claims, rights, or benefits that are transferred to Buyer by this Agreement and that require prosecution or enforcement in either of the Sellers name. Any prosecution or enforcement of claims, rights, or benefits under this Section shall be solely at Buyer's expense, ; unless Seller makes make the prosecution or enforcement necessary by breach of this Agreement.

Seller’s Obligations at the Closing. At the Closing, Seller shall deliver or cause to be delivered to the escrow agentBuyer: (ia) instruments of assignment and transfer of all of the Assets of Seller to be transferred hereunder, in form and substance satisfactory to Buyer's counsel; and (ii) instruments of assignment and transfer of all contracts being transferred by Seller to Buyer as outlined in SCHEDULE 1.1; and (iii) the The certificate of the President or Secretary of the Seller confirming that proper minutes and resolutions of the Seller's Board of Directors and Shareholders have been secured prior to the Closing whereby the sale of the Assets assets has been approved. (b) And, at time of fulfillment of the purchase price and its applicable terms and conditions; 1. A Xxxx Of Sale certificate equal to all of the assets involved in this agreement; Simultaneously with the closing consummation of escrowthe purchase, Seller, through its officers, agents, and employees, shall put Buyer into full possession and enjoyment of all the Assets to be conveyed and transferred by involved in this Agreementagreement. Seller, at any time before or after the closing Date, shall execute, acknowledge, and deliver any further assignments, conveyances and other assurances, documents and instruments of transfer, reasonably requested by Buyer and shall take any other action consistent with the terms of this Agreement that may reasonably be requested by Buyer for the purpose of assigning, transferring, granting, conveying and confirming to Buyer, or reducing to possession, any or all property Intellectual Properties and assets to be conveyed and transferred by this Agreement. If requested by Buyer, Seller further agrees agree to prosecute or otherwise enforce in their own names for the benefit of Buyer any claims, rights, or benefits that are transferred to Buyer by this Agreement and that require prosecution or enforcement in either of the Sellers name. Any prosecution or enforcement of claims, rights, or benefits under this Section shall be solely at Buyer's expense, ; unless Seller makes the prosecution or enforcement necessary by breach of this Agreement.

Seller’s Obligations at the Closing. At the Closing, Seller shall deliver or cause to be delivered to the escrow agentBuyer: (ia) instruments of assignment and transfer of all of the Assets of Seller to be transferred hereunder, in form and substance satisfactory to Buyer's counsel; and (ii) instruments of assignment and transfer of , including all contracts being transferred by Seller to Buyer as outlined in SCHEDULE 1.1; and, (iiib) the certificate of the President or Secretary of the Seller confirming that proper minutes and resolutions of the Seller's Board of Directors and Shareholders have been secured prior to the Closing whereby the sale of the Assets has been approved. ; and (c) the certificate of Xxxx Xxxx and Xxx Xxxxxxx in the form and containing the provisions of SCHEDULE 3.1 Simultaneously with the closing consummation of escrowthe transfer, Seller, through its officers, agents, and employees, shall put Buyer into full possession and enjoyment of all the Assets to be conveyed and transferred by this Agreement. Seller, at any time before or after the closing Date, shall execute, acknowledge, and deliver any further assignments, conveyances and other assurances, documents and instruments of transfer, reasonably requested by Buyer and shall take any other action consistent with the terms of this Agreement that may reasonably be requested by Buyer for the purpose of assigning, transferring, granting, conveying and confirming to Buyer, or reducing to possession, any or all property and assets to be conveyed and transferred by this Agreement. If requested by Buyer, Seller further agrees agree to prosecute or otherwise enforce in their its own names name for the benefit of Buyer any claims, rights, or benefits that are transferred to Buyer by this Agreement and that require prosecution or enforcement in either of the Sellers Seller's name. Any prosecution or enforcement of claims, rights, or benefits under this Section shall be solely at Buyer's expense, unless Seller makes the prosecution or enforcement is made necessary by a breach of this AgreementAgreement by the Seller.

Seller’s Obligations at the Closing. At the Closing, Seller shall deliver or cause to be delivered to the escrow agentBuyer: (ia) instruments Assignments in recordable form of the Real Property Lease, properly executed and acknowledged by Seller, and accompanied by the consent of lessor required by this Agreement and the lease being assigned; (b) Instruments of assignment and transfer of all of the other Assets of Seller to be transferred hereunder, in form and substance satisfactory to Buyer's counsel; andCounsel; (iic) instruments An OEM License Agreement in the form attached as EXHIBIT 10.2A, granting Buyer certain non-exclusive rights to distribute Seller's software products and firmware bundled with the products of assignment and transfer of all contracts being transferred by Seller to Buyer as outlined in SCHEDULE 1.1; andthe Hardware Business; (iiid) A Trademark License Agreement, in the certificate of the President or Secretary of the Seller confirming that proper minutes and resolutions of form attached as EXHIBIT 10.2B, granting Buyer certain non-exclusive rights to use the Seller's Board of Directors have been secured prior to the Closing whereby the sale of the Assets has been approved"FWB" trademark. Simultaneously with the closing consummation of escrowthe transfer, Seller, through its officers, agents, and employees, shall put Buyer into full possession and enjoyment of all the Assets to be conveyed and transferred by this Agreement. Seller, at any time before or after the closing DateClosing date, shall execute, acknowledge, and deliver any further deeds, assignments, conveyances conveyances, and other assurances, documents documents, and instruments of transfer, reasonably requested by Buyer and shall take any other action consistent with the terms of this Agreement that may reasonably be requested by Buyer for the purpose of assigning, transferring, granting, conveying conveying, and confirming to Buyer, or reducing to possession, any or all property and assets to be conveyed and transferred by this Agreement. If requested by Buyer, Seller further agrees to prosecute or otherwise enforce in their own names for the benefit of Buyer any claims, rights, or benefits that are transferred to Buyer by this Agreement and that require prosecution or enforcement in either of the Sellers name. Any prosecution or enforcement of claims, rights, or benefits under this Section shall be solely at Buyer's expense, unless Seller makes the prosecution or enforcement necessary by breach of this Agreement.

Seller’s Obligations at the Closing. Seller At the Closing, Sellers shall deliver or cause to be delivered to the escrow agentBuyer: (ia) instruments of assignment and transfer of all of the Assets of Seller to be transferred hereunder, in form and substance satisfactory to Buyer's counsel; and; (iib) instruments of assignment and transfer of all contracts being transferred by Seller seller to Buyer buyer as outlined in SCHEDULE 1.1; andExhibit A. (iiic) the The certificate of the President or Secretary of the Seller seller confirming that proper minutes and resolutions of the Sellerseller's Board of Directors and shareholders have been secured prior to the Closing whereby the sale of the Assets has have been approved. Simultaneously with the closing consummation of escrowthe transfer, Seller, through its officers, agents, and employees, shall put Buyer into full possession and enjoyment of all the Assets to be conveyed and transferred by this Agreement. Seller, at any time before or after the closing Date, shall execute, acknowledge, and deliver any further assignments, conveyances and other assurances, documents and instruments of transfer, reasonably requested by Buyer and shall take any other action consistent with the terms of this Agreement that may reasonably be requested by Buyer for the purpose of assigning, transferring, granting, conveying and confirming to Buyer, or reducing to possession, any or all property and assets to be conveyed and transferred by this Agreement. If requested by Buyer, Seller further agrees agree to prosecute or otherwise enforce in their own names for the benefit of Buyer any claims, rights, or benefits that are transferred to Buyer by this Agreement and that require prosecution or enforcement in either of the Sellers name. Any prosecution or enforcement of claims, rights, or benefits under this Section shall be solely at Buyer's expense, ; unless Seller makes make the prosecution or enforcement necessary by breach of this Agreement.

Seller’s Obligations at the Closing. Seller shall deliver At or cause to be delivered prior to the escrow agentClosing, Seller shall: (a) execute and deliver to Purchaser the Deed conveying the Property; (b) cause the Title Company to furnish to Purchaser an owner's policy of title insurance pursuant to the Title Commitment (the "TITLE POLICY"); (c) execute and deliver to Purchaser a closing statement itemizing the Purchase Price and all adjustments thereto as provided herein; (d) execute and deliver to Purchaser an assignment of all of Seller's right, title and interest in and to the Jared's Lease in substantially the form attached hereto as EXHIBIT "D" (the "JARED'S ASSIGNMENT"), together with such consents to and notices of such assignment as may be required under the Jared's Lease; (e) execute and deliver to Purchaser an assignment of all of Seller's right, title and interest in and to the Ground Lease in substantially the form attached hereto as EXHIBIT "E" (the "GROUND ASSIGNMENT"), together with such consents to and notices of such assignment as may be required under the Ground Lease; (f) execute and deliver to Purchaser a Non-Foreign Persons Affidavit in the form attached hereto as EXHIBIT "F"; (g) if available, deliver to Purchaser an original of the estoppel certificate and SNDA, if any, from Tenant; (h) execute and deliver to Purchaser a "Notice to Tenant" substantially in the form attached hereto as EXHIBIT "G"; and (i) execute and deliver to Purchaser such other documents or instruments of assignment and transfer of all of the Assets of Seller to as may be transferred hereunder, in form and substance satisfactory to Buyer's counsel; and (ii) instruments of assignment and transfer of all contracts being transferred by Seller to Buyer as outlined in SCHEDULE 1.1; and (iii) the certificate of the President or Secretary of the Seller confirming that proper minutes and resolutions of the Seller's Board of Directors have been secured prior to the Closing whereby the sale of the Assets has been approved. Simultaneously with the closing of escrow, Seller, through its officers, agents, and employees, shall put Buyer into full possession and enjoyment of all the Assets to be conveyed and transferred by required under this Agreement. Seller, at any time before or after the closing Date, shall execute, acknowledge, and deliver any further assignments, conveyances and other assurances, documents and instruments of transfer, reasonably requested by Buyer and shall take any other action consistent with the terms of this Agreement that may reasonably be requested by Buyer for the purpose of assigning, transferring, granting, conveying and confirming to Buyer, or reducing as otherwise required by the Title Company or by Purchaser (using its reasonable opinion) to possession, any or all property and assets to be conveyed and transferred by this Agreement. If requested by Buyer, Seller further agrees to prosecute or otherwise enforce in their own names for effectuate the benefit of Buyer any claims, rights, or benefits that are transferred to Buyer by this Agreement and that require prosecution or enforcement in either of the Sellers name. Any prosecution or enforcement of claims, rights, or benefits under this Section shall be solely at Buyer's expense, unless Seller makes the prosecution or enforcement necessary by breach of this AgreementClosing.

Seller’s Obligations at the Closing. Seller At the Closing, Sellers shall deliver or cause to be delivered to the escrow agent: (i) Buyer instruments of conveyance, assignment and transfer of all of the Assets of Seller to be transferred hereunder, in form and substance satisfactory to BuyerXxxxx's counsel; and (ii) instruments of assignment and transfer of all contracts being transferred by Seller to Buyer as outlined in SCHEDULE 1.1; and (iii) the certificate of the President or Secretary of the Seller confirming that proper minutes and resolutions of the Seller's Board of Directors have been secured prior to the Closing whereby the sale of the Assets has been approved. Simultaneously with the closing consummation of escrowthe transfer, Seller, through its officers, agents, and employees, shall put Buyer into full possession and enjoyment of all the Assets to be conveyed and transferred by this Agreement. Seller, at any time before or after the closing Date, shall execute, acknowledge, and deliver any further assignments, conveyances and other assurances, documents and instruments of transfer, reasonably requested by Buyer Xxxxx and shall take any other action consistent with the terms of this Agreement that may reasonably be requested by Buyer for the purpose of assigning, transferring, granting, conveying and confirming to Buyer, or reducing to possession, any or all property and assets to be conveyed and transferred by this Agreement. If requested by BuyerXxxxx, Seller Xxxxxx further agrees to prosecute or otherwise enforce in their its own names name for the benefit of Buyer any claims, rights, or benefits that are transferred to Buyer by this Agreement and that require prosecution or enforcement in either of the Sellers Seller's name. Any prosecution or enforcement of claims, rights, or benefits under this Section shall be solely at Buyer's expense, unless Seller Xxxxxx makes the prosecution or enforcement necessary by Xxxxxx's breach of this Agreement.

Seller’s Obligations at the Closing. Seller At the Closing, Sellers shall deliver or cause to be delivered to the escrow agent: (i) Buyer instruments of conveyance, assignment and transfer of all of the Assets of Seller to be transferred hereunder, in form and substance satisfactory to Buyer's counsel; and (ii) instruments of assignment and transfer of all contracts being transferred by Seller to Buyer as outlined in SCHEDULE 1.1; and (iii) the certificate of the President or Secretary of the Seller confirming that proper minutes and resolutions of the Seller's Board of Directors have been secured prior to the Closing whereby the sale of the Assets has been approved. Simultaneously with the closing consummation of escrowthe transfer, Seller, through its officers, agents, and employees, shall put Buyer into full possession and enjoyment of all the Assets to be conveyed and transferred by this Agreement. Seller, at any time before or after the closing Date, shall execute, acknowledge, and deliver any further assignments, conveyances and other assurances, documents and instruments of transfer, reasonably requested by Buyer and shall take any other action consistent with the terms of this Agreement that may reasonably be requested by Buyer for the purpose of assigning, transferring, granting, conveying and confirming to Buyer, or reducing to possession, any or all property and assets to be conveyed and transferred by this Agreement. If requested by Buyer, Seller further agrees to prosecute or otherwise enforce in their its own names name for the benefit of Buyer any claims, rights, or benefits that are transferred to Buyer by this Agreement and that require prosecution or enforcement in either of the Sellers Seller's name. Any prosecution or enforcement of claims, rights, or benefits under this Section shall be solely at Buyer's expense, unless Seller makes the prosecution or enforcement necessary by Seller's breach of this Agreement.

Seller’s Obligations at the Closing. At the Closing, Seller shall deliver ----------------------------------- or cause to be delivered to the escrow agentBuyer: (ia) instruments of assignment and transfer of all of the Assets of Seller to be transferred hereunder, in form and substance satisfactory to Buyer's counsel; and; (iib) instruments of assignment and transfer of all contracts being transferred by Seller to Buyer as outlined in SCHEDULE 1.1. (c) the UCC search reports referred to in paragraph 9.2 hereof; and (iiid) the certificate of the President or Secretary of the Seller confirming that proper minutes and resolutions of the Seller's Board of Directors and Shareholders have been secured prior to the Closing whereby the sale of the Assets has been approved. Simultaneously with the closing consummation of escrowthe transfer, Seller, through its officers, agents, and employees, shall put Buyer into full possession and enjoyment of all the Assets to be conveyed and transferred by this Agreement. Seller, at any time before or after the closing Date, shall execute, acknowledge, and deliver any further assignments, conveyances and other assurances, documents and instruments of transfer, reasonably requested by Buyer and shall take any other action consistent with the terms of this Agreement that may reasonably be requested by Buyer for the purpose of assigning, transferring, granting, conveying and confirming to Buyer, or reducing to possession, any or all property and assets to be conveyed and transferred by this Agreement. If requested by Buyer, Seller further agrees to prosecute or otherwise enforce in their own names for the benefit of Buyer any claims, rights, or benefits that are transferred to Buyer by this Agreement and that require prosecution or enforcement in either of the Sellers name. Any prosecution or enforcement of claims, rights, or benefits under this Section shall be solely at Buyer's expense, unless Seller makes the prosecution or enforcement necessary by breach of this Agreement.

Seller’s Obligations at the Closing. (a) At the Closing, Seller shall deliver or cause to be delivered to do the escrow agentfollowing: (i) instruments of assignment and transfer of all of the Assets of Seller to be transferred hereunder, in form and substance satisfactory to Buyer's counsel; and (ii) instruments of assignment and transfer of all contracts being transferred by Seller to Buyer as outlined in SCHEDULE 1.1; and (iii) the certificate of the President or Secretary of the Seller confirming that proper minutes and resolutions of the Seller's Board of Directors have been secured prior to the Closing whereby the sale of the Assets has been approved. Simultaneously with the closing of escrow, Seller, through its officers, agents, and employees, shall put Buyer into full possession and enjoyment of all the Assets to be conveyed and transferred by this Agreement. Seller, at any time before or after the closing Date, shall executeExecute, acknowledge, and deliver any further assignmentsto Purchaser a good and sufficient [Special/General] Warranty Deed (the “Deed”) in the form attached hereto as Exhibit “D” and made a part hereof for all purposes conveying the fee simple title in the Land and the Improvements (in accordance with the legal description shown on the Survey) to Purchaser subject only to the Permitted Exceptions; /Note: Seller shall give the type of warranty deed (i.e., conveyances general or special) that it (or its predecessor-in-interest) received on the Property]. (ii) Deliver the Title Policy to Purchaser or, if the Title Policy is not delivered at Closing, Seller shall cause the Title Company to unconditionally commit to deliver the Title Policy to Purchaser; (iii) Execute, and other assurancesdeliver to Purchaser a Bxxx of Sale and Assignment (herein so called) in form reasonably satisfactory to Purchaser; (iv) Credit against the Purchase Price sums required to be so credited pursuant to Section 6.02 hereof; (v) Deliver to Purchaser and the Title Company satisfactory evidence that all necessary corporate, documents and instruments of transferpartnership, reasonably requested by Buyer and shall take any or other action consistent on the part of Seller, if any, has been taken with respect to the consummation of the transaction contemplated hereby; (vi) Deliver the affidavit required by Section 8.13 hereof; (vii) Deliver to Purchaser a gap affidavit in form reasonably acceptable to the Title Company to permit the Title Company to insure against adverse matters first appearing in the public records on a date subsequent to the effective date of the Title Binder and prior to the recording of a [general/special] warranty deed required by the terms of this Agreement Agreement; (viii) Deliver to Purchaser a certificate of an authorized person certifying that all of the representations and warranties of Seller contained herein are true and accurate as of the Closing Date; (ix) Deliver to Purchaser a certified rent roll updated within thirty (30) days of Closing in the same form as provided in Section 2.07, duly certified by Seller; and (x) Deliver to Purchaser the termite and pest inspection report updated within thirty (30) days of Closing meeting the requirements of Section 2.07; and (xi) Deliver to Purchaser such other assignments and documents as may reasonably be requested required pursuant to the provisions hereof or mutually agreed by Buyer counsel for the purpose of assigning, transferring, granting, conveying Seller and confirming to Buyer, or reducing to possession, any or all property and assets Purchaser to be conveyed and transferred necessary to fully consummate the transaction contemplated hereby. (xii) Deliver to Purchaser a consent from the lender for Purchaser to acquire the Property subject to the financing. Seller shall use its best efforts to ensure that the condition described in this clause (xii) has been satisfied by this Agreement. the Closing Date. (b) If requested by Buyer, Seller further agrees fails or is unable to prosecute or otherwise enforce in their own names for the benefit of Buyer deliver any claims, rights, or benefits that are transferred to Buyer by this Agreement and that require prosecution or enforcement in either of the Sellers name. Any prosecution or enforcement of claims, rights, or benefits under items set forth in this Section shall be solely 3.03 at Buyer's expensethe Closing, unless Seller makes Purchaser may (i) elect to waive such failure and close the prosecution or enforcement necessary by breach of this Agreementtransaction, and/or (ii) exercise its rights under Section 5.01(b) hereof.

Seller’s Obligations at the Closing. At the Closing, Seller shall deliver or cause to be delivered to the escrow agent: (i) Purchaser instruments of assignment and transfer of all of the Assets issued and outstanding capital stock of Seller to be transferred hereunderCompany, free and clear of all liens, claims, and encumbrances in form and substance satisfactory to BuyerPurchaser's counsel; and (ii) instruments of assignment and transfer of all contracts being transferred by Seller to Buyer as outlined in SCHEDULE 1.1; and (iii) the certificate of the President or Secretary of the Seller confirming that proper minutes and resolutions of the Seller's Board of Directors have been secured prior to the Closing whereby the sale of the Assets has been approved. Simultaneously with the closing consummation of escrowthe transfer, Seller, through its officers, agents, and employees, Seller shall put Buyer into Purchaser in full possession and enjoyment of all the Assets to be conveyed properties and transferred by this Agreementassets of Company. Company and Seller, at any time before or after the closing Datedate of this Agreement, shall execute, acknowledge, and deliver to Purchaser any further deeds, assignments, conveyances and conveyances, other assurances, documents documents, and instruments of transfer, transfer reasonably requested by Buyer and Purchaser. Seller shall also take any other action consistent with the terms of this Agreement that may be reasonably be requested by Buyer Purchaser for the purpose of assigning, transferring, granting, conveying conveying, and confirming to Buyer, Purchaser or reducing to possession, possession any or all property and assets to be conveyed and transferred by this Agreement. If requested by BuyerPurchaser, Seller further agrees to prosecute or otherwise enforce in their its own names name for the benefit of Buyer Purchaser any claims, rights, or benefits of Company that are transferred to Buyer Purchaser by this Agreement and that require prosecution or enforcement in either of the Sellers Seller's name. Any prosecution or enforcement of claims, rights, or benefits under this Section paragraph shall be solely at BuyerPurchaser's expense, unless Seller makes the prosecution or enforcement is made necessary by a breach of this AgreementAgreement by Seller.

Seller’s Obligations at the Closing. At the Closing, Seller shall deliver to Buyer: (a) Certificates issued in the name of Seller representing the Shares, duly endorsed or cause accompanied by stock powers duly executed in blank for transfer to Buyer; (b) All such other documents, instruments, certificates and other items required to be delivered to the escrow agent: (i) instruments of assignment and transfer of all of the Assets of Seller to be transferred hereunder, in form and substance satisfactory to Buyer's counsel; and (ii) instruments of assignment and transfer of all contracts being transferred by Seller to Buyer as outlined in SCHEDULE 1.1; and (iii) the certificate of the President at or Secretary of the Seller confirming that proper minutes and resolutions of the Seller's Board of Directors have been secured prior to the Closing whereby the sale of the Assets has been approved. Simultaneously with the closing of escrow, Seller, through its officers, agents, and employees, shall put Buyer into full possession and enjoyment of all the Assets pursuant to this Agreement or as may be conveyed and transferred by this Agreement. Seller, at any time before or after the closing Date, shall execute, acknowledge, and deliver any further assignments, conveyances and other assurances, documents and instruments of transfer, reasonably requested by Buyer or otherwise required in connection therewith, and without further consideration, Seller shall take execute and deliver to Buyer such further instruments as Buyer may reasonably request in order to effect, evidence or facilitate the transfer of the legal and beneficial title to, and sole possession of the Shares to Buyer and the consummation of the transactions contemplated by this Agreement; (c) Duly executed resignations from all incumbent officers and; directors of the Company, all of which are listed on Schedule 5.2(c); (d) A duly executed Non-Competition Agreement (the “Seller Non-Competition Agreement”) in the form attached hereto as Exhibit C in which Seller agrees that he will not compete with Buyer in any other action consistent with business in which the terms Company is engaged as of this the Closing Date for a period of five (5) years from the Closing Date anywhere in the United States of America; (e) A duly executed Consulting Agreement that (the “Consulting Agreement”) between Seller and Buyer, in the form attached hereto as Exhibit D, pursuant to which Seller agrees to perform such transition services related to the Company’s business as may reasonably be requested by Buyer up to twenty-four (24) hours per week for the purpose period of assigningone (1) year following the Closing, transferringplus one (1) additional option year of up to twelve (12) hours per week that may be exercised by Buyer in its reasonable discretion; (f) Duly executed resignations by Lxxxx and Gxxxxx Xxxxxxxx from the employment of the Company as of the Closing Date and releases from any and all employment contracts that either may have with the Company; (g) Duly executed releases by Lxxxx and Gxxxxx Xxxxxxxx releasing any ownership interests or liens, grantingof whatever nature, conveying that either may have in the Shares or the Company; (h) Duly executed Noncompetition Agreements by Lxxxx and confirming Gxxxxx Xxxxxxxx (the “Schector Non-Competition Agreements”) in the form of Exhibit B in which each of them agrees that neither she nor he will compete with Buyer in any business in which the Company is engaged as of the Closing Date for a period of three (3) years from the Closing Date anywhere in the United States of America; (i) Duly executed employment agreements containing five (5) year noncompetition, and retention provisions between Buyer, Bxxxx Xxxxxxx, Axxxxxx Xxxxxxxxx, Gxxxxx Xxxxxx, Mxxxxxx Xxxxx, and such other persons currently employed by the Company as Buyer may identify in advance of the Closing in Buyer’s sole and absolute discretion, all on terms and conditions acceptable to Buyer in its sole and absolute discretion; (j) A lease containing the terms and executed in the form attached hereto as Exhibit E (the “Lease”) for the current office space of the Company for a term of two 2 years and with a renewal option for 2 additional years that may be exercised by Buyer in its sole discretion; (k) A duly executed consent by both Seller and Buyer to exercise a Section 338(h)(10) election under the Code concerning the tax treatment for the Shares purchased containing the provisions shown in Schedule 5.2(k) attached hereto; (l) Buyer shall have received audited financial statements of the Company for the period ending December 31, 2001, and unaudited statements for the period ending September 30, 2002, all prepared by KPMG, LLP and reasonably acceptable to Buyer, or reducing to possession, any or ; (m) A duly executed certificate from Seller certifying that all property representations and assets to be conveyed warranties are true and transferred by this Agreement. If requested by Buyer, Seller further agrees to prosecute or otherwise enforce in their own names for the benefit of Buyer any claims, rights, or benefits that are transferred to Buyer by this Agreement and that require prosecution or enforcement in either correct as of the Sellers name. Any prosecution or enforcement Closing Date; (n) A duly executed certificate from Seller that the book value of claims, rights, or benefits under this Section shall be solely at Buyer's expense, unless Seller makes the prosecution or enforcement necessary by breach Company as of this Agreement.the Closing Date is not less than the Minimum Book Value; (o) The Company’s stock and minute book; (p) The Accounts Receivable list; (q) The Guaranty; and (r) An opinion of Seller’s counsel in the form annexed hereto as Exhibit F.