Common use of Subsequent Closing Deliveries Clause in Contracts

Subsequent Closing Deliveries. At a Subsequent Closing, if any, in addition to any other documents or agreements required under this Agreement, (a) Sellers or Seller Parent shall deliver to Purchaser the following: (i) certificates (or similar documents) evidencing (A) all of the Sellers Equity Interests relating to the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date and/or (B) the Holding Company Equity Interests relating to the Holding Companies that own the Seller Equity Interests relating to the Subsequent Acquired Companies at the time of the Subsequent Closing, in either case that are certificated, which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers or stock transfer forms, assignments of such Sellers Equity Interests or Holding Company Equity Interests, as the case may be, that are uncertificated or other duly executed instruments of conveyance sufficient to validly transfer such Sellers Equity Interests or Holding Company Equity Interests, as the case may be, to Purchaser; (ii) the resignations referred to in Section 6.9 relating to the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date; (iii) Trademark License Termination Letter for each Seller Parent Xxxx License Agreement to which one or more of the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date is a party, duly executed by Seller Parent; (iv) Transition Trademark License Agreements for each country of the Territory, duly executed by Seller Parent and the applicable Subsequent Acquired Companies; (v) either a BIPHO Transition License Agreement for each country of the Territory in which the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date operate, duly executed by Xxxx IP Holding LLC and the applicable Subsequent Acquired Companies, or alternative arrangements to achieve the same transition objectives; (vi) Services Termination Letter for each Technical Services Agreement to which one or more of the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date is a party, duly executed by all parties to those Technical Services Agreements; (vii) Transition Services Agreement for each country of the Territory in which the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date operate, duly executed by Seller Parent and the applicable Initial Acquired Companies; (viii) Technical Information Confidentiality Agreement duly executed by Seller Parent and the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date; (ix) Short Form Trademark Assignment covering the transfer of the registrations and applications for Latin America Marks if such marks are either (A) used exclusively by one or more Subsequent Acquired Companies that are the subject of such Subsequent Closing or (B) only used by one or more Subsequent Acquired Companies that are the subject of such Subsequent Closing and one or more of the Initial Acquired Companies and/or any Subsequent Acquired Companies that were the subject of an earlier Subsequent Closing, duly executed by Seller Parent; (x) opinions (subject to reasonable and customary assumptions and limitations) of legal counsel to Sellers as may be reasonably requested by Purchaser solely with respect to the valid issuance and transfer of the Sellers Equity Interests in any Subsequent Acquired Company that is the subject of such Subsequent Closing in compliance with all applicable Laws and any applicable Minority Equity Agreement (which opinions shall be subject to customary exceptions); (xi) with respect to any Subsequent Acquired Company that, following the applicable Subsequent Closing, will continue to have Minority Equity Holders, opinions of legal counsel to Sellers as may be reasonably requested by Purchaser solely with respect to the absence of any Right of First Refusal Rights of any such Minority Equity Holder under the applicable Minority Equity Agreement following such Subsequent Closing; and

Subsequent Closing Deliveries. (a) At a each Subsequent Closing, if any, in addition to any other documents or agreements required under this Agreement, (a) Sellers or Seller Parent Borrower shall deliver to Purchaser the followingAirWorks, RS Properties or their respective designees: (i) certificates (or similar documents) evidencing (A) all of the Sellers Equity Interests relating to the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date and/or (B) the Holding Company Equity Interests relating to the Holding Companies that own the Seller Equity Interests relating to the Subsequent Acquired Companies at the time of the Subsequent ClosingBorrower Officer’s Certificate, in either case that are certificated, which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers or stock transfer forms, assignments of such Sellers Equity Interests or Holding Company Equity Interests, dated as the case may be, that are uncertificated or other duly executed instruments of conveyance sufficient to validly transfer such Sellers Equity Interests or Holding Company Equity Interests, as the case may be, to Purchaser; (ii) the resignations referred to in Section 6.9 relating to the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date; (iiiii) Trademark License Termination Letter for each Seller Parent Xxxx License Agreement to which one or more a certificate by the Secretary of Borrower, dated as of the Subsequent Acquired Companies that are Second Closing Date, as to (A) the subject good standing of Borrower in its jurisdiction of incorporation, (B) no amendments to Borrower’s charter documents between the date hereof and such Subsequent Closing Date is a partythat would adversely affect Borrower’s obligations under this Agreement were approved by the Board of Directors or shareholders or filed with the Secretary of State of the State of Nevada, duly executed (C) the effectiveness of resolutions of Borrower’s board of directors authorizing the execution, delivery and performance of this Agreement by Seller ParentBorrower passed in connection with this Agreement and the transactions contemplated hereby, (D) the incumbency of such officer of Borrower executing this Agreement or any other document on behalf of Borrower, (E) no defaults have occurred or are occurring with respect to the Notes and (F) setting forth all adjustments to the Conversion Price (as defined in the Notes) required to be made by Borrower pursuant to the terms of the Notes since the preceding Closing Date; and (iii) such other documents as may be required under this Agreement, the AirWorks Note, the RS Properties Note or as AirWorks or RS Properties or their respective designees or counsel may reasonably request. (b) At each Subsequent Closing, AirWorks, RS Properties or their respective designees, severally and not jointly, shall deliver to Borrower: (i) the amount of the Subsequent Tranche to be delivered at such Subsequent Closing, as determined in the sole discretion of AirWorks and RS Properties; (ivii) Transition Trademark License Agreements for each country of the Territory, duly a Lender Officer’s Certificate executed by Seller Parent and an officer of AirWorks, RS Properties or their respective designees, as the applicable Subsequent Acquired Companies; (v) either a BIPHO Transition License Agreement for each country of the Territory in which the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date operatecase may be, duly executed by Xxxx IP Holding LLC and the applicable Subsequent Acquired Companies, or alternative arrangements to achieve the same transition objectives; (vi) Services Termination Letter for each Technical Services Agreement to which one or more of the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date is a party, duly executed by all parties to those Technical Services Agreements; (vii) Transition Services Agreement for each country of the Territory in which the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date operate, duly executed by Seller Parent and the applicable Initial Acquired Companies; (viii) Technical Information Confidentiality Agreement duly executed by Seller Parent and the Subsequent Acquired Companies that are the subject dated as of such Subsequent Closing Date;; and (ixiii) Short Form Trademark Assignment covering the transfer of the registrations and applications for Latin America Marks if such marks are either (A) used exclusively by one or more Subsequent Acquired Companies that are the subject of such Subsequent Closing or (B) only used by one or more Subsequent Acquired Companies that are the subject of such Subsequent Closing and one or more of the Initial Acquired Companies and/or any Subsequent Acquired Companies that were the subject of an earlier Subsequent Closing, duly executed by Seller Parent; (x) opinions (subject to reasonable and customary assumptions and limitations) of legal counsel to Sellers other documents as may be reasonably requested required by Purchaser solely with respect to this Agreement or the valid issuance and transfer of the Sellers Equity Interests in any Subsequent Acquired Company that is the subject of such Subsequent Closing in compliance with all applicable Laws and any applicable Minority Equity Agreement (which opinions shall be subject to customary exceptions); (xi) with respect to any Subsequent Acquired Company that, following the applicable Subsequent Closing, will continue to have Minority Equity Holders, opinions of legal counsel to Sellers as may be reasonably requested by Purchaser solely with respect to the absence of any Right of First Refusal Rights of any such Minority Equity Holder under the applicable Minority Equity Agreement following such Subsequent Closing; andNotes.

Subsequent Closing Deliveries. At a (i) On or prior to the Subsequent ClosingClosing Date, if any, in addition to any other documents or agreements required under this Agreement, (a) Sellers or Seller Parent the Company shall deliver or cause to be delivered to each Subsequent Purchaser the following: (i) certificates (or similar documents) evidencing (A) all this Agreement duly executed by the Company; (B) a legal opinion of Company Counsel and of Nevada counsel of the Sellers Equity Interests relating Company, each in form and substance reasonably acceptable to the Subsequent Acquired Companies that are Purchasers; (C) a Subsequent Note with a principal amount equal to such Subsequent Purchaser’s Principal Amount, registered in the subject name of such Subsequent Closing Date and/or (B) the Holding Company Equity Interests relating to the Holding Companies that own the Seller Equity Interests relating to the Subsequent Acquired Companies at the time of the Subsequent Closing, in either case that are certificated, which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers or stock transfer forms, assignments of such Sellers Equity Interests or Holding Company Equity Interests, as the case may be, that are uncertificated or other duly executed instruments of conveyance sufficient to validly transfer such Sellers Equity Interests or Holding Company Equity Interests, as the case may be, to Purchaser; (iiD) a Subsequent Warrant registered in the name of such Subsequent Purchaser to purchase up to a number of shares of Common Stock equal to 150% of the Principal Amount of such Subsequent Purchaser’s Subsequent Note divided by $0.21, with an exercise price equal to $0.231, subject to adjustment therein; (E) the resignations referred Company shall have provided each Subsequent Purchaser with the Company’s wire instructions, on Company letterhead and duly executed by the Chief Executive Officer or Chief Financial Officer; (F) the Company shall have delivered to in Section 6.9 such Subsequent Purchaser such other documents relating to the Subsequent Acquired Companies that are the subject of transactions contemplated by this Agreement as such Subsequent Closing DatePurchaser or its counsel may reasonably request; (iiiG) Trademark License Termination Letter the Collateral Agent shall have received the results of searches (including comparable searches in any jurisdiction outside the United States) for each Seller Parent Xxxx License Agreement to which one any effective UCC financing statements, tax liens or more judgment liens filed against the Company or its Subsidiaries or any property of any of the Subsequent Acquired Companies that are foregoing, which results shall not show any such liens (other than those contemplated by the subject of such Subsequent Closing Date is a party, duly executed by Seller ParentSecurity Documents); (ivH) Transition Trademark License Agreements for the Company shall have delivered to such Subsequent Purchaser each country of the TerritoryWaiver and Amendment Agreements, each duly executed and delivered by Seller Parent and the applicable Subsequent Acquired Companies; (v) either a BIPHO Transition License Agreement for each country of the Territory in which the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date operate, duly executed by Xxxx IP Holding LLC and the applicable Subsequent Acquired Companies, or alternative arrangements to achieve the same transition objectives; (vi) Services Termination Letter for each Technical Services Agreement to which one or more of the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date is a party, duly executed by all parties to those Technical Services Agreements; (vii) Transition Services Agreement for each country of the Territory in which the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date operate, duly executed by Seller Parent Company and the applicable Initial Acquired CompaniesPurchaser; (viiiJ) Technical Information Confidentiality The Company shall have delivered to such Subsequent Purchaser a Letter Agreement, in form and substance reasonably acceptable to the Subsequent Purchasers, duly executed and delivered by and between the Company and Rxxx Xxxxxxx, pursuant to which the Company and Rxxx Xxxxxxx shall have agreed (i) while any Notes remain outstanding, to reduce Mx. Xxxxxxx’x annual cash compensation, including base salary and bonuses, to $250,000 and (ii) to extend the maturity date of (A) that certain Secured Revolving Promissory Note, dated October 15, 2020 by and between the Company and Rxxx Xxxxxxx, in the maximum principal amount of $3,000,000, as amended and restated by that certain Convertible Secured Promissory Note dated as of August 13, 2021 in the principal amount of $2.5 million and (B) that certain convertible secured promissory note dated November 29, 2020 in the original principal amount of $2.9 million issued to Rxxx Xxxxxxx, which amended and restated a convertible secured promissory note dated as of August 21, 2020 to a date not sooner than 91 days following the Maturity Date (as defined in the Subsequent Notes); and (K) The Company shall have duly executed and delivered to such Subsequent Purchaser the Joinder Agreement of such Subsequent Purchaser. (ii) On or prior to the Subsequent Closing Date, each Subsequent Purchaser shall deliver or cause to be delivered to the Company the following: (A) a Joinder Agreement duly executed by Seller Parent and the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date;Purchaser; and (ix) Short Form Trademark Assignment covering the transfer of the registrations and applications for Latin America Marks if such marks are either (A) used exclusively by one or more Subsequent Acquired Companies that are the subject of such Subsequent Closing or (B) only used by one or more Subsequent Acquired Companies that are the subject of such Subsequent Closing and one or more of the Initial Acquired Companies and/or any Purchaser’s Subsequent Acquired Companies that were the subject of an earlier Subsequent Closing, duly executed Subscription Amount by Seller Parent; (x) opinions (subject to reasonable and customary assumptions and limitations) of legal counsel to Sellers as may be reasonably requested by Purchaser solely with respect wire transfer to the valid issuance and transfer of account specified in writing by the Sellers Equity Interests in any Subsequent Acquired Company that is the subject of such Subsequent Closing in compliance with all applicable Laws and any applicable Minority Equity Agreement (which opinions shall be subject to customary exceptions); (xi) with respect to any Subsequent Acquired Company that, following the applicable Subsequent Closing, will continue to have Minority Equity Holders, opinions of legal counsel to Sellers as may be reasonably requested by Purchaser solely with respect to the absence of any Right of First Refusal Rights of any such Minority Equity Holder under the applicable Minority Equity Agreement following such Subsequent Closing; andCompany.

Subsequent Closing Deliveries. At a Subsequent Closing, if any, in addition to any other documents or agreements required under this Agreement, (a) Sellers or Seller Parent shall deliver to Purchaser the following: (i) certificates (or similar documents) evidencing (A) all of the Sellers Equity Interests relating to the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date and/or (B) the Holding Company Equity Interests relating to the Holding Companies that own the Seller Equity Interests relating to the Subsequent Acquired Companies at the time of the Subsequent Closing, in either case that are certificated, which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers or stock transfer forms, assignments of such Sellers Equity Interests or Holding Company Equity Interests, as the case may be, that are uncertificated or other duly executed instruments of conveyance sufficient to validly transfer such Sellers Equity Interests or Holding Company Equity Interests, as the case may be, to Purchaser; (ii) the resignations referred to in Section SECTION 6.9 relating to the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date; (iii) Trademark License Termination Letter for each Seller Parent Xxxx Mark License Agreement to which one or more of the Subsequent Acquired Subsequenx Xxquired Companies that are the subject of such Subsequent Closing Date is a party, duly executed by Seller Parent; (iv) Transition Trademark License Agreements for each country of the Territory, duly executed by Seller Parent and the applicable Subsequent Acquired Companies; (v) either a BIPHO Transition License Agreement for each country of the Territory in which the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date operate, duly executed by Xxxx Bell IP Holding LLC and the applicable Subsequent Acquired CompaniesCxxxxnies, or alternative arrangements to achieve the same transition objectives; (vi) Services Termination Letter for each Technical Services Agreement to which one or more of the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date is a party, duly executed by all parties to those Technical Services Agreements; (vii) Transition Services Agreement for each country of the Territory in which the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date operate, duly executed by Seller Parent and the applicable Initial Acquired Companies; (viii) Technical Information Confidentiality Agreement duly executed by Seller Parent and the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date; (ix) Short Form Trademark Assignment covering the transfer of the registrations and applications for Latin America Marks if such marks are either (A) used exclusively by one or more Subsequent Acquired Companies that are the subject of such Subsequent Closing or (B) only used by one or more Subsequent Acquired Companies that are the subject of such Subsequent Closing and one or more of the Initial Acquired Companies and/or any Subsequent Acquired Companies that were the subject of an earlier Subsequent Closing, duly executed by Seller Parent; (x) opinions (subject to reasonable and customary assumptions and limitations) of legal counsel to Sellers as may be reasonably requested by Purchaser solely with respect to the valid issuance and transfer of the Sellers Equity Interests in any Subsequent Acquired Company that is the subject of such Subsequent Closing in compliance with all applicable Laws and any applicable Minority Equity Agreement (which opinions shall be subject to customary exceptions); (xi) with respect to any Subsequent Acquired Company that, following the applicable Subsequent Closing, will continue to have Minority Equity Holders, opinions of legal counsel to Sellers as may be reasonably requested by Purchaser solely with respect to the absence of any Right of First Refusal Rights of any such Minority Equity Holder under the applicable Minority Equity Agreement following such Subsequent Closing; and

Subsequent Closing Deliveries. At a (a) On or prior to the Subsequent ClosingClosing Date, if any, in addition the Company shall issue, deliver or cause to any other documents or agreements required under this Agreement, (a) Sellers or Seller Parent shall deliver be delivered to the Purchaser the following:following (the “Subsequent Company Deliverables” and together with the Initial Company Deliverables, the “Company Deliverables”): (i) certificates (one or similar documents) more stock certificates, evidencing (A) all the Subsequent Shares subscribed for by the Purchaser hereunder, registered in the name of the Sellers Equity Interests relating to Purchaser or as otherwise set forth on the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date and/or (B) the Holding Company Equity Interests relating to the Holding Companies that own the Seller Equity Interests relating to the Subsequent Acquired Companies at the time of the Subsequent Closing, in either case that are certificated, which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers or stock transfer forms, assignments of such Sellers Equity Interests or Holding Company Equity Interests, Accredited Investor Questionnaire included as the case may be, that are uncertificated or other duly executed instruments of conveyance sufficient to validly transfer such Sellers Equity Interests or Holding Company Equity Interests, as the case may be, to PurchaserExhibit B hereto; (ii) the resignations referred to in Section 6.9 relating to Subsequent Warrant, duly executed by the Subsequent Acquired Companies that are the subject of such Subsequent Closing DateCompany; (iii) Trademark License Termination Letter for each Seller Parent Xxxx License Agreement to which one or more a Secretary’s Certificate, dated as of the Subsequent Acquired Companies that are Closing Date, (a) certifying the subject resolutions adopted by the Board of such Subsequent Closing Date is Directors of the Company or a partyduly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, duly executed by Seller Parent;(b) certifying the current versions of the certificate of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit D; and (iv) Transition Trademark License Agreements for each country of the Territory, duly executed by Seller Parent and the applicable Subsequent Acquired Companies;Compliance Certificate referred to in Section 5.1(g). (vb) either a BIPHO Transition License Agreement for each country of On or prior to the Territory in which the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date operate, duly executed by Xxxx IP Holding LLC and the applicable Subsequent Acquired Companies, or alternative arrangements to achieve the same transition objectives; (vi) Services Termination Letter for each Technical Services Agreement to which one or more of the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date is a party, duly executed by all parties to those Technical Services Agreements; (vii) Transition Services Agreement for each country of the Territory in which the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date operate, duly executed by Seller Parent and the applicable Initial Acquired Companies; (viii) Technical Information Confidentiality Agreement duly executed by Seller Parent and the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date;, the Purchaser shall deliver or cause to be delivered to the Company the following (the “Subsequent Purchaser Deliverables” and together with the Initial Purchaser Deliverables, the “Purchaser Deliverables”): (ixi) Short Form Trademark Assignment covering the Aggregate Subsequent Purchase Price, in U.S. dollars and in immediately available funds, by wire transfer of in accordance with the registrations and applications for Latin America Marks if such marks are either (A) used exclusively by one or more Subsequent Acquired Companies that are the subject of such Subsequent Closing or (B) only used by one or more Subsequent Acquired Companies that are the subject of such Subsequent Closing and one or more of the Initial Acquired Companies and/or any Subsequent Acquired Companies that were the subject of an earlier Subsequent Closing, duly executed by Seller Parent;Company’s written instructions; and (xii) opinions (subject to reasonable and customary assumptions and limitations) of legal counsel to Sellers a fully completed Accredited Investor Questionnaire in the form attached hereto as may be reasonably requested by Purchaser solely Exhibit B with respect to the valid issuance and transfer of the Sellers Equity Interests in Subsequent Shares if there are to be any Subsequent Acquired Company that is the subject of such Subsequent Closing in compliance with all applicable Laws and any applicable Minority Equity Agreement (which opinions shall be subject to customary exceptions); (xi) with respect to any Subsequent Acquired Company that, following the applicable Subsequent Closing, will continue to have Minority Equity Holders, opinions of legal counsel to Sellers as may be reasonably requested by Purchaser solely changes with respect to the absence Subsequent Shares from the Accredited Investor Questionnaire delivered as of any Right of First Refusal Rights of any such Minority Equity Holder under the applicable Minority Equity Agreement following such Subsequent Closing; andInitial Closing Date.

Subsequent Closing Deliveries. (a) At a each Subsequent Closing, if any, in addition to any other documents or agreements required under this Agreement, (a) Sellers or Seller Parent Borrower shall deliver to Purchaser the followingAirWorks, RS Properties or their respective designees: (i) certificates (or similar documents) evidencing (A) all of the Sellers Equity Interests relating to the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date and/or (B) the Holding Company Equity Interests relating to the Holding Companies that own the Seller Equity Interests relating to the Subsequent Acquired Companies at the time of the Subsequent ClosingBorrower Officer's Certificate, in either case that are certificated, which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers or stock transfer forms, assignments of such Sellers Equity Interests or Holding Company Equity Interests, dated as the case may be, that are uncertificated or other duly executed instruments of conveyance sufficient to validly transfer such Sellers Equity Interests or Holding Company Equity Interests, as the case may be, to Purchaser; (ii) the resignations referred to in Section 6.9 relating to the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date; (iiiii) Trademark License Termination Letter for each Seller Parent Xxxx License Agreement to which one or more a certificate by the Secretary of Borrower, dated as of the Subsequent Acquired Companies that are Second Closing Date, as to (A) the subject good standing of Borrower in its jurisdiction of incorporation, (B) no amendments to Borrower's charter documents between the date hereof and such Subsequent Closing Date is a partythat would adversely affect Borrower's obligations under this Agreement were approved by the Board of Directors or shareholders or filed with the Secretary of State of the State of Nevada, duly executed (C) the effectiveness of resolutions of Borrower's board of directors authorizing the execution, delivery and performance of this Agreement by Seller ParentBorrower passed in connection with this Agreement and the transactions contemplated hereby, (D) the incumbency of such officer of Borrower executing this Agreement or any other document on behalf of Borrower, (E) no defaults have occurred or are occurring with respect to the Notes and (F) setting forth all adjustments to the Conversion Price (as defined in the Notes) required to be made by Borrower pursuant to the terms of the Notes since the preceding Closing Date; and (iii) such other documents as may be required under this Agreement, the AirWorks Note, the RS Properties Note or as AirWorks or RS Properties or their respective designees or counsel may reasonably request. (b) At each Subsequent Closing, AirWorks, RS Properties or their respective designees, severally and not jointly, shall deliver to Borrower: (i) the amount of the Subsequent Tranche to be delivered at such Subsequent Closing, as determined in the sole discretion of AirWorks and RS Properties; (ivii) Transition Trademark License Agreements for each country of the Territory, duly a Lender Officer's Certificate executed by Seller Parent and an officer of AirWorks, RS Properties or their respective designees, as the applicable Subsequent Acquired Companies; (v) either a BIPHO Transition License Agreement for each country of the Territory in which the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date operatecase may be, duly executed by Xxxx IP Holding LLC and the applicable Subsequent Acquired Companies, or alternative arrangements to achieve the same transition objectives; (vi) Services Termination Letter for each Technical Services Agreement to which one or more of the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date is a party, duly executed by all parties to those Technical Services Agreements; (vii) Transition Services Agreement for each country of the Territory in which the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date operate, duly executed by Seller Parent and the applicable Initial Acquired Companies; (viii) Technical Information Confidentiality Agreement duly executed by Seller Parent and the Subsequent Acquired Companies that are the subject dated as of such Subsequent Closing Date;; and (ixiii) Short Form Trademark Assignment covering the transfer of the registrations and applications for Latin America Marks if such marks are either (A) used exclusively by one or more Subsequent Acquired Companies that are the subject of such Subsequent Closing or (B) only used by one or more Subsequent Acquired Companies that are the subject of such Subsequent Closing and one or more of the Initial Acquired Companies and/or any Subsequent Acquired Companies that were the subject of an earlier Subsequent Closing, duly executed by Seller Parent; (x) opinions (subject to reasonable and customary assumptions and limitations) of legal counsel to Sellers other documents as may be reasonably requested required by Purchaser solely with respect to this Agreement or the valid issuance and transfer of the Sellers Equity Interests in any Subsequent Acquired Company that is the subject of such Subsequent Closing in compliance with all applicable Laws and any applicable Minority Equity Agreement (which opinions shall be subject to customary exceptions); (xi) with respect to any Subsequent Acquired Company that, following the applicable Subsequent Closing, will continue to have Minority Equity Holders, opinions of legal counsel to Sellers as may be reasonably requested by Purchaser solely with respect to the absence of any Right of First Refusal Rights of any such Minority Equity Holder under the applicable Minority Equity Agreement following such Subsequent Closing; andNotes.