Common use of The Seller’s Deliveries Clause in Contracts

The Seller’s Deliveries. 8.2.1 At the Closing, the Seller will deliver to the Purchaser: (a) all bills of sale, transfer and assignments, signed by the Seller and in form and content satisfactory to the Purchaser, acting reasonably, appropriate to effectively vest good and marketable title to the Purchased Assets in the Purchaser to the extent contemplated by this Agreement, and immediately registrable in all places where registration of such instruments is required, including but not limited to a general assignment and bill of sale in the form provided in Schedule “8.2.1(a)” from the Seller to the Purchaser substantially in the form provided in Schedule “8.2.1(a)” (“General Assignment and Bill of Sale”); (b) assignment of the Assumed Contracts, including a copy of the Assignment Agreements duly executed by the parties thereto, other than the Purchaser; (c) possession of the Purchased Assets, to the extent applicable; (d) a certificate of one of the Seller’s senior officers, dated as of the Closing Date, certifying: (i) all resolutions of the board of directors of the Seller approving the entering into of this Agreement and all Ancillary Agreements contemplated herein and the completion of the Transaction, and (ii) as to the incumbency and genuineness of the signature of each officer of the Seller executing this Agreement or any of the other agreements or documents contemplated hereby; (e) the officer’s certificate referred to in §7.1.1(b); (f) a certificate from one of the Seller’s senior officers addressed to the Purchaser dated the Closing Date confirming that the conditions described in Article 5 have been performed, satisfied or complied with in all material respects, as of the Closing Date; and (g) such other documents and instruments as reasonably requested by Purchaser as necessary to effect the transactions contemplated hereby.

The Seller’s Deliveries. 8.2.1 At the Closing, concurrently with the Seller will discharge of the Purchaser's closing obligations, the Sellers shall deliver to the Purchaser: (ai) all such bills of sale, assignments and other good and sufficient instruments of conveyance, transfer and assignments, signed by the Seller and assignment as shall be necessary to vest in form and content satisfactory to the Purchaser, acting reasonably, appropriate to effectively vest Purchaser good and marketable title in and to the Purchased Assets Interests, free and clear of all Encumbrances; (ii) written resignations of the System Manager and all members (other than Xxxxxxx Xxxxxx) of the Partners' Committee effective as of the Closing Date; (iii) the opinions of counsel and certificates required by Sections 6.1, 6.2, 6.5 and 6.10 of this Agreement; (iv) the consents required by Sections 3.4 and 3.10 of this Agreement; (v) all minute books and partnership books and records relating to the Partnership; (vi) general releases in form reasonably acceptable to the Purchaser and the Sellers executed by each Seller, the System Manager and all members (other than Xxxxxxx Xxxxxx) of the Partners' Committee immediately prior to the Closing pursuant to which such Persons release the Partnership from any and all debts, liabilities and obligations of the Partnership, including, without limitation, the Partnership's indemnification obligations pursuant to Section 12.2 of the Partnership Agreement, to such Persons existing at or prior to the Closing; (vii) the Escrow Agreement; (viii) copies of such bills of sale, assignments and other good and sufficient instruments of conveyance, transfer and assignment which were necessary to vest in the Partnership good and marketable title in and to (x) all Section 4.9 Property, including evidence of filings with governmental authorities if required in connection therewith, and (y) all contracts and other assets set forth on SCHEDULE 3.28(b) (other than those contracts which are not assignable) which the Purchaser has given written notice to the extent System Manager that such assets and contracts should be assigned to the Partnership. (ix) copies of the resolutions of the Board of Directors and shareholders of Aztel and NewVector authorizing Aztel's and NewVector's execution and delivery of this Agreement and sale of their Interests to Purchaser, certified by the Secretary of each of Aztel and NewVector; (x) a copy of the resolution of the Board of Directors of XXXX authorizing TOUA's execution and delivery of this Agreement and sale of its Interest to Purchaser, certified by a duly authorized officer of XXXX; (xi) a copy of the resolution of the Gila River Indian Community authorizing Gila's execution and delivery of this Agreement and the sale of its Interest to Purchaser, certified by a duly authorized officer of Gila; (xii) the waiver by each Seller of its right of first refusal pursuant to Section 10.3 of the Partnership Agreement in connection with the transactions contemplated by this Agreement, and immediately registrable in all places where registration of such instruments is required, including but not limited to a general assignment and bill of sale in the form provided in Schedule “8.2.1(a)” from the Seller to the Purchaser substantially in the form provided in Schedule “8.2.1(a)” (“General Assignment and Bill of Sale”);; and (bxiii) assignment the pro forma balance sheet of the Assumed Contracts, including a copy of the Assignment Agreements duly executed by the parties thereto, other than the Purchaser; (c) possession of the Purchased Assets, to the extent applicable; (d) a certificate of one of the Seller’s senior officers, dated Partnership as of the Closing Date, certifying: (i) taking into account all resolutions of the board of directors of the Seller approving the entering into of this Agreement and all Ancillary Agreements contemplated herein and the completion of the Transaction, and (ii) as to the incumbency and genuineness of the signature of each officer of the Seller executing this Agreement or any of the other agreements or documents contemplated hereby; (e) the officer’s certificate referred to in §7.1.1(b); (f) a certificate from one of the Seller’s senior officers addressed to the Purchaser dated the Closing Date confirming that the conditions described in Article 5 have been performed, satisfied or complied with in all material respects, as of the Closing Date; and (g) such other documents and instruments as reasonably requested by Purchaser as necessary to effect the transactions contemplated herebyhereby to take effect on such date.

The Seller’s Deliveries. 8.2.1 At On the Closing Date: (i) the Seller shall deliver to the Buyer a copy of the register of members of the Company, certified by the Secretary of the Company, reflecting the transfer of the Shares to the Buyer; (ii) the Seller shall deliver to the Buyer a certified copy of the resolutions of the Board of Directors of the Company approving the transfer of the Shares to the Buyer and the registration of the Buyer’s interest on the register of members of the Company; (iii) the Seller shall deliver to the Buyer evidence of the resignation or removal, effective as of the Closing, of each of the directors and officers of the Company set forth on Schedule 1.6(a)(iii) and any other directors and officers of the Company specified by the Buyer in writing reasonably in advance of the Closing and in any event at least five (5) Business Days prior to the Closing; (iv) the Seller will and its Affiliates shall deliver duly executed signature pages to the Ancillary Agreements (to the extent not required hereunder to be delivered prior to the Closing) to which Seller or any of its Affiliates is a party; (v) the Seller shall deliver to the Purchaser: (a) all bills of sale, transfer and assignments, signed by Buyer the Seller and in form and content satisfactory to the Purchaser, acting reasonably, appropriate to effectively vest good and marketable title to the Purchased Assets in the Purchaser to the extent certificate contemplated by this Agreement, and immediately registrable in all places where registration of such instruments is required, including but not limited to a general assignment and bill of sale in the form provided in Schedule “8.2.1(a)” from the Seller to the Purchaser substantially in the form provided in Schedule “8.2.1(a)” (“General Assignment and Bill of Sale”Section 6.1(c)(iii); (bvi) assignment the Seller shall deliver to the Buyer a duly executed IRS Form W-8BEN-E; (vii) the Seller shall deliver, or cause to be delivered, to the Buyer (A) evidence of the Assumed Contracts, including a copy release and termination of all Encumbrances on the Shares and all of the Assignment Agreements duly executed by assets and rights of the parties theretoCompany existing pursuant to (i) the credit agreements or credit facilities set forth on Section 1.6(a)(vii) of the Seller Disclosure Schedule or (ii) Indebtedness for borrowed money incurred after the date hereof, other than the Purchaser; any such Indebtedness incurred pursuant to and in accordance with Section 4.18 and (cB) possession evidence of the Purchased Assetsrelease of the Company’s obligations and liabilities under such credit agreements or credit facilities, in each case, in a form reasonably satisfactory to the extent applicable; Buyer (d) which, for the avoidance of doubt, may be in the form of an amendment to such credit agreements or credit facilities removing the Company as a certificate party thereto), a draft of one of the Seller’s senior officers, dated as of the Closing Date, certifying: (i) all resolutions of the board of directors of the Seller approving the entering into of this Agreement and all Ancillary Agreements contemplated herein and the completion of the Transaction, and (ii) as which shall be delivered to the incumbency and genuineness of the signature of each officer of the Seller executing this Agreement or any of the other agreements or documents contemplated hereby; Buyer at least three (e3) the officer’s certificate referred Business Days prior to in §7.1.1(b); (f) a certificate from one of the Seller’s senior officers addressed to the Purchaser dated the Closing Date confirming that the conditions described in Article 5 have been performed, satisfied or complied with in all material respects, as of the Closing Date; and (gviii) the Seller shall deliver to the Buyer such other documents and agreements, documents, instruments or certificates as may be reasonably requested by Purchaser as necessary required to effect effectuate the transactions contemplated herebyby this Agreement.

The Seller’s Deliveries. 8.2.1 At Subject to fulfillment or waiver of the Closingconditions set forth in Article X, at each Closing (or at such later date provided below) the Seller will shall deliver to the PurchaserBuyer all of the following: (a) all bills of sale, transfer and assignments, signed by the Seller and in form and content satisfactory to the Purchaser, acting reasonably, appropriate to effectively vest good and marketable title to the Purchased Assets in the Purchaser to the extent contemplated by this Agreement, and immediately registrable in all places where registration of such instruments is required, including but not limited to a general assignment and bill of sale in the form provided in Schedule “8.2.1(a)” from the Seller to the Purchaser substantially in the form provided in Schedule “8.2.1(a)” (“General Assignment and Bill of Sale”); (b) assignment of the Assumed Contracts, including a copy of the Assignment Agreements duly executed by the parties thereto, other than the Purchaser; (c) possession of the Purchased Assets, to the extent applicable; (d) a A certificate of one of the Seller’s senior officers, dated as of the Initial Closing Date, certifying: (i) all resolutions of the board of directors of the Seller approving the entering into of this Agreement and all Ancillary Agreements contemplated herein and the completion of the Transaction, and (ii) as to the incumbency and genuineness authority of the signature of each officer authorized representatives of the Seller executing this Agreement or any and Seller Ancillary Agreements; (b) An Assignment and Assumption Agreement; (c) The certificate, dated as of the other agreements applicable Closing Date, contemplated by Section 9.1 duly executed by an authorized representative of the Seller, substantially in the form of Exhibit C; (d) All consents, waivers or documents approvals obtained by the Seller from third parties with respect to the assignment of the Portfolio Accounts subject to such Closing or consummation of the transactions contemplated hereby; (e) A limited power of attorney, with respect to each Portfolio Account subject to such Closing, to take those actions appropriate to effect any transfer of such Portfolio Accounts and to enable the officer’s certificate referred Buyer to xxxx, collect, service and administer such Portfolio Accounts, each of which shall be substantially in §7.1.1(b)the form contained in Exhibit D; (f) a certificate from one A Notice of Assignment Letter, in the Seller’s senior officers addressed form attached hereto as Exhibit E (“Notice of Assignment Letter”); (g) A final accounts receivable aging report for all Portfolio Accounts subject to the Purchaser dated the Closing Date confirming that the conditions described in Article 5 have been performed, satisfied or complied with in all material respects, such Closing; (h) A Portfolio Summary prepared as of the applicable Closing Date; (i) Copies of any approvals or other actions by a Governmental Body required for the Seller's sale of the Portfolio Accounts subject to such Closing, other than Excluded Materials; (j) Copies of any and all Portfolio Documents with respect to the Portfolio Accounts subject to such Closing, including all promissory notes endorsed in favor of the Buyer, and within three (3) Business Days after the applicable Closing Date, originals of the same; (k) A duly executed version of all applicable Seller Ancillary Agreements (including, without limitation, any Side Letters); (l) Copies of the Files applicable to the Portfolio Accounts subject to such Closing, other than Excluded Materials, and within three (3) Business Days after the applicable Closing Date, originals of the same; (m) Copies of all Portfolio Collateral with respect to the Portfolio Accounts subject to such Closing of which the Seller has actual physical possession on the applicable Closing Date, and within three (3) Business Days after the applicable Closing Date, originals of the same; and (gn) Copies of all Third-Party Reports with respect to the Portfolio Accounts subject to such other documents Closing, and instruments as reasonably requested by Purchaser as necessary to effect within three (3) Business Days after the transactions contemplated herebyapplicable Closing Date, originals of the same.

The Seller’s Deliveries. 8.2.1 At Concurrently with the Closingexecution of this Agreement, the Seller will Sellers shall deliver or cause to the Purchaserbe delivered to Buyer: (a) all bills the Sellers Closing Certificate dated the Closing Date, a form of sale, transfer and assignments, signed by the Seller and in form and content satisfactory to the Purchaser, acting reasonably, appropriate to effectively vest good and marketable title to the Purchased Assets in the Purchaser to the extent contemplated by this Agreement, and immediately registrable in all places where registration of such instruments which is required, including but not limited to a general assignment and bill of sale in the form provided in Schedule “8.2.1(a)” from the Seller to the Purchaser substantially in the form provided in Schedule “8.2.1(a)” (“General Assignment and Bill of Sale”)attached hereto as Exhibit F; (b) assignment of the Assumed Contracts, including a copy of the Assignment Agreements duly executed by the parties thereto, other than the PurchaserEstimated Closing Balance Sheet; (c) possession of the Purchased Assets, to the extent applicablean Accounts Receivable Aging Schedule; (d) a certificate of one of the Seller’s senior officers, dated as of the Closing Date, certifying: (i) all resolutions of the board of directors of the Seller approving the entering into of this Agreement and all Ancillary Agreements contemplated herein and the completion of the Transaction, and (ii) as to the incumbency and genuineness of the signature of each officer of the Seller executing this Agreement or any of the other agreements or documents contemplated herebyEstimated Tax Adjustment Statement; (e) the officer’s certificate referred to in §7.1.1(b)Schedule of Estimated Company Transaction Costs; (f) the Certificates; (g) a certificate from one Stock Power in proper form for transfer executed by each of the Seller’s senior officers addressed CA, KL, CA Holdco and KL Holdco; (h) an opinion of Xxxxxx Xxxxxxxx LLP, counsel to the Purchaser Sellers, dated the Closing Date confirming Date, a form of which is attached hereto as Exhibit G-2; (i) a counterpart to each Release, executed by each of the Sellers, in substantially the form attached hereto as Exhibit A; (j) the CA Employment Agreement (executed by the Company and CA) and the KL Employment Agreement (executed by the Company and KL), each substantially in the form attached hereto as Exhibit B and Exhibit C, respectively; (k) a counterpart to each Non-Competition Agreement in substantially the form attached hereto as Exhibit D; (l) resignations of the directors of the Company and such officers as requested by Buyer; (m) evidence reasonably satisfactory to Buyer of the replacement of the bank account signatories of the Company with Buyer’s designees; (n) evidence reasonably satisfactory to Buyer that the conditions described in Article 5 Company and the Sellers have been performed, satisfied or complied with in all material respects, as terminated each of the Closing DateTerminated Agreements; (o) the Transaction Costs Releases; and (gp) such other documents and instruments a counterpart to the Subordination Agreement, executed by each of the Sellers, in substantially the form attached hereto as reasonably requested by Purchaser as necessary to effect the transactions contemplated hereby.Exhibit H.

The Seller’s Deliveries. 8.2.1 At the Closing, the Seller will deliver to the Purchasershall: (a) all bills of sale, transfer deliver to Buyer the Special Warranty Deed and assignments, signed by the Seller and in form and content satisfactory to the Purchaser, acting reasonably, appropriate to effectively vest good and marketable title to the Purchased Assets in the Purchaser to the extent contemplated by this Agreement, and immediately registrable in all places where registration of such instruments is required, including but not limited to a general assignment and bill of sale in the form provided in Schedule “8.2.1(a)” from the Seller to the Purchaser Quitclaim Deed substantially in the form provided in Schedule of Exhibit “8.2.1(a)A” (and Exhibit “General Assignment and Bill of Sale”)B” attached hereto; (b) assignment join with the Buyer in the execution and acknowledgment of the Assumed Contracts, including and deliver to Buyer a copy Xxxx of Sale and the Assignment Agreements duly executed by and Assumption Agreement (collectively, the parties thereto, other than “Conveyance Documents”) each in substantially the Purchaserform of Exhibits “C and D” attached hereto; (c) deliver to the Buyer possession and occupancy of the Purchased Assets, to the extent applicableReal Property; (d) deliver to the Buyer a duly executed closing certificate in substantially the form of one Exhibit “E” hereto, executed by a duly authorized officer of the Seller’s senior officers, dated as of the Closing Date, certifying: (i) all resolutions of the board of directors of the Seller approving the entering into of this Agreement and all Ancillary Agreements contemplated herein and the completion of the Transaction, and (ii) certifying as to the incumbency and genuineness of the signature of each officer of the Seller executing this Agreement or any of the other agreements or documents contemplated herebymatters set forth therein; (e) deliver to the officer’s Buyer a good standing certificate referred regarding Seller dated no earlier than ten (10) Business Days (as defined below) prior to the Closing Date from the office of the Secretary of State of the state of organization of Seller and other jurisdictions, if any, in §7.1.1(b)which Seller is qualified to do business; (f) a certificate from one of the Seller’s senior officers addressed deliver to the Purchaser dated Buyer (or cause to be present at the Closing Date confirming that Dell Power Plant) the conditions described in Article 5 have been performed, satisfied or complied with in all material respects, as of Business Records relating to the Purchased Assets pursuant to Section 1.1(i) no later than ten (10) Business Days after the Closing Date; (g) deliver to the Buyer physical possession of the Purchased Assets that are personal property; and (gh) such execute and deliver any other documents agreements, documents, certificates or other instruments in a form reasonably satisfactory to Seller which are reasonably necessary to consummate the transactions contemplated by this Agreement and instruments as reasonably requested by Purchaser as necessary to effect the transactions contemplated herebyBuyer.

The Seller’s Deliveries. 8.2.1 At or prior to the Closing, the Seller Sellers will deliver or cause to be delivered to Purchaser each of the instruments and documents listed in the following provisions of this Section 7.1, executed and acknowledged where appropriate by the Sellers and/or the other party or parties thereto: 7.1.1 An assignment by each Seller to Purchaser of the applicable Membership Interest(s) in the form of Exhibit F attached hereto and made a part hereof, together with the Sellers' Copies of the limited liability company agreement of Owner and a certified copy of the Certificate of Formation of Owner. 7.1.2 The Sellers' Copies of each of the Leases and all guarantees described in the first sentence of subsection 8.3.6.1, including the Diamond Resort Lease Guaranty. 7.1.3 The Sellers' Copies of each of the Other Agreements. 7.1.4 An executed copy of an agreement between Owner and the Managing Agent terminating the Management Agreement as of or prior to the Purchaser: Closing Date. The Sellers shall use reasonable efforts, but shall be under no obligation, to have such agreement provide that (a) all bills Owner shall have no continuing liability for pre-Closing obligations under the Management Agreement (the parties hereby acknowledging and confirming that the Sellers' indemnification obligation under Section 33.1 below with respect to such pre-Closing obligations shall apply whether or not such agreement so provides) and (b) Managing Agent waives any lien rights it may have with respect to such obligations. 7.1.5 Counterparts of sale(i) the VCR Showroom Lease, transfer the Gondola Lease and assignmentsthe VCR Office Lease, signed by the Seller and in form and content satisfactory to the Purchaser, acting reasonably, appropriate to effectively vest good and marketable title to the Purchased Assets in the Purchaser to the extent contemplated by this Agreement, and immediately registrable in all places where registration of such instruments is required, including but not limited to a general assignment and bill of sale in the form provided in Schedule “8.2.1(a)” from the Seller to the Purchaser each substantially in the form provided of Exhibits V, W and X attached hereto and made a part hereof, respectively, executed by VCR, (ii) the Casino Level Master Lease substantially in Schedule “8.2.1(a)” the form of Exhibit Y attached hereto, with such changes thereto requested by Owner's proposed new mortgage lender that do not increase (“General Assignment other than to a de minimis extent) VCR's obligations thereunder or decrease (other than to a de minimis extent) VCR's benefits thereunder, executed by VCR and Bill (iii) the Amended and Restated REA, substantially in the form of Sale”);Exhibit T attached hereto and made a part hereof, with such changes thereto requested by the "SECC's" proposed new mortgage lender and/or Owner's proposed new mortgage lender that do not increase (other than to a de minimis extent) VCR's obligations thereunder or decrease (other than to a de minimis extent) VCR's benefits or Owner's rights and obligations thereunder. (b) assignment 7.1.6 The certificate of the Assumed Contracts, including a copy Sellers provided for in subsection 8.6.3. 7.1.7 The estoppel letters provided for in Article 17. 7.1.8 Any consents required under the Other Agreements for the sale of the Assignment Agreements duly executed Membership Interests by the parties theretoSellers to Purchaser; provided, however, that it shall not be a condition to Purchaser's obligations under this Agreement that any such consent shall be obtained, but the Sellers shall be obligated to pay and indemnify Purchaser from and against any damages, penalties or other sums that may be payable to the other party to such Other Agreement by reason of the Sellers' failure to obtain such consent, which obligations shall survive the Closing. 7.1.9 A certificate that each Seller is not a "foreign person" within the meaning ofss. 1445 of the Internal Revenue Code of 1986, as amended. 7.1.10 Counterparts of an adjustment statement summarizing all adjustments in respect of the Purchase Price made at the Closing pursuant to Article 6. 7.1.11 All sales tax, transfer tax and other tax returns, if any, which the Sellers are required by law to execute and deliver, either individually or together with Purchaser, to any Governmental Authority as a result of the sale of the Membership Interests. 7.1.12 The Schedule provided for in Section 6.1.1. 7.1.13 Resolutions or other evidence that each Seller has duly authorized (i) the transactions contemplated by this Agreement and (ii) the execution by each Seller of this Agreement and the documents, instruments and agreements to be executed and delivered by the Sellers pursuant hereto, together with an incumbency certificate as to the authority of the person(s) executing and delivering this Agreement and such documents, instruments and agreements on behalf of the Sellers. 7.1.14 Resolutions or other evidence that VCR has duly authorized the execution and delivery of the Casino Level Master Lease, together with an incumbency certificate as to the authority of the person(s) executing and delivering the Casino Level Master Lease on behalf of VCR. 7.1.15 Good standing certificates for Owner and the Sellers issued by the applicable governmental authority, dated no earlier than thirty (30) days prior to Closing. 7.1.16 All records and files which are in the Purchaser; (c) possession of the Purchased AssetsSellers, VCR, Owner or the Managing Agent relating to the current operation and maintenance of the Property, including without limitation, to the extent applicable; (d) a certificate in the possession of one such parties, current tax bills, current water, sewer, utility and fuel bills, payroll records, billing records for Tenants, Tenant files, repair and maintenance records and the like which affect or relate to the Property, plans, drawings, blue prints and specifications for the Property, all warranties and guaranties of the Seller’s senior officersmanufacturers, dated as of suppliers and contractors in effect on the Closing Date, certifying: certificates of occupancy and other licenses and permits and keys to the Property. Delivery of such materials, as well as the documents referred to in subsections 7.1.2 and 7.1.3, shall be effectuated pursuant to arrangements made by the Managing Agent, Owner, VCR and the property manager retained by Purchaser to operate the Property. 7.1.17 If applicable, a written direction to Escrow Agent to deliver the Deposit (ibut not the Income) all resolutions to the Sellers. 7.1.18 If applicable, the Letters of Credit. 7.1.19 If and to the extent required under the REA, one or more notices of the board Closing. 7.1.20 Reasonable and customary affidavits and other documentation and information reasonably required by the Title Company in order to issue the Owner's Policy to Owner and/or a mortgagee policy to Purchaser's lender, including, without limitation, such documentation as is reasonably requested by the Title Company to cause the issuance of directors a non-imputation endorsement to the Owner's Policy. 7.1.21 A letter of resignation from the "Independent Director" of Owner (or a legally effective termination of such director from the Sellers). 7.1.22 If applicable, counterparts of the Seller approving lease described in Article 39 below, executed by VCR. 7.1.23 Counterparts of a memorandum of the entering into Casino Level Master Lease, in proper recordable form. 7.1.24 An executed amendment to the Best Production contract in existence as of this Agreement the date hereof which amendment shall amend said contract such that it does not cover the "gondoliers," provided that if such amendment is not delivered by the Sellers at the Closing (the Sellers hereby agreeing to use commercially reasonable efforts to cause such amendment to be executed and all Ancillary Agreements contemplated herein delivered as of the Closing), Purchaser shall nevertheless be obligated to close and the completion Sellers and Purchaser agree (a) to use commercially reasonable efforts to cause such amendment to be executed and delivered after the Closing and (b) to cause VCR and Owner to enter into documents reasonably satisfactory to each to cause VCR to enjoy the benefits and to be liable for the obligations under such contract with respect to the "gondoliers," and Owner to enjoy the benefits and be liable for the obligations under such contract with respect to all other matters covered thereunder. Clauses (a) and (b) of the Transactionpreceding sentence shall survive the Closing. 7.1.25 A letter or agreement executed and delivered by all "Owners" and countersigned or approved by the "Mortgage Notes Indenture Trustee" (as such terms are defined in the REA) confirming, or other evidence reasonably satisfactory to Purchaser demonstrating, that (a) the REA does not prohibit any Owner from maintaining insurance that is in excess or in addition to the insurance required to be maintained under the REA and (iib) if any such additional or excess insurance is maintained by any Owner and such Owner pays all the premiums with respect thereto, such Owner shall be entitled to receive all of the proceeds payable thereunder and apply such proceeds as it elects (or shall be entitled to first priority with respect to such proceeds if any such insurance covers other portions of the "Venetian" and/or "SECC" (as such terms are defined in the REA) in addition to the incumbency Property). 7.1.26 Rent direction letters from the Managing Agent and/or Owner's existing mortgage lender, as reasonably requested by Purchaser, each in form and genuineness of substance reasonably satisfactory to Purchaser. 7.1.27 All other instruments and documents, if any, to be executed, acknowledged and/or delivered by the signature of each officer of the Seller executing this Agreement or Sellers pursuant to any of the other agreements or documents contemplated hereby; (e) the officer’s certificate referred to in §7.1.1(b); (f) a certificate from one provisions of the Seller’s senior officers addressed to the Purchaser dated the Closing Date confirming that the conditions described in Article 5 have been performed, satisfied or complied with in all material respects, as of the Closing Date; and (g) such other documents and instruments as reasonably requested by Purchaser as necessary to effect the transactions contemplated herebythis Agreement.

The Seller’s Deliveries. 8.2.1 At the Closing, the (a) The Seller will shall deliver to the Purchaser: (a) all Purchaser such deeds, bills of sale, transfer endorsements, assignments (including separate lease assignments), releases and assignmentsother instruments, signed by the Seller and in such form and content as in each case is satisfactory to the Purchaser, acting reasonablyas shall be sufficient to vest in the Purchaser, appropriate to effectively vest good and marketable title to the Purchased Assets in Assets, free and clear of any Liens. (b) The Seller shall deliver to the Purchaser a certificate of good standing of the Seller issued by the appropriate officer of the state in which the Seller is incorporated and each state in which the Stores are located, in each case dated not earlier than ten days prior to the extent Closing Date. (c) The Seller shall deliver to the Purchaser, in connection with the assignment of the Leases and where otherwise necessary or appropriate, consents and estoppel certificates, in form and substance satisfactory to the Purchaser. (d) The Seller shall deliver to the Purchaser evidence reasonably satisfactory to the Purchaser of the consent or approval of each Person that is a party to each Assumed Contract identified in Schedule 2.2, whose ------------ consent or approval shall be required in order to permit the consummation of the transactions contemplated by this Agreement, and immediately registrable in all places where registration of such instruments is required, including but not limited to a general assignment and bill of sale in the form provided in Schedule “8.2.1(a)” from the ; (e) The Seller shall deliver to the Purchaser substantially in copies of (i) resolutions adopted by the form provided in Schedule “8.2.1(a)” (“General Assignment board of directors and Bill of Sale”); (b) assignment shareholders of the Assumed Contracts, including a copy of Seller authorizing the Assignment Agreements duly executed transactions contemplated by this Agreement and (ii) the parties thereto, other than the Purchaser; (c) possession of the Purchased Assets, to the extent applicable; (d) a certificate of one charter and bylaws of the Seller’s senior officers, as in effect on the Closing Date, certified in each case by the secretary or assistant secretary of the Seller. (f) The Seller shall deliver to the Purchaser an opinion dated the Closing Date from counsel for the Seller, in substantially the form attached hereto as Exhibit A. --------- (g) The Seller shall execute and deliver a receipt acknowledging receipt of the Purchase Price. (h) The Seller shall execute and deliver the Xxxx of Sale, Assignment and Assumption Agreement, in substantially the form attached hereto as Exhibit B. --------- (i) The Seller shall deliver to the Purchaser a certificate dated as of the Closing Date, certifying: (i) all resolutions of the board of directors of the Seller approving the entering into of this Agreement and all Ancillary Agreements contemplated herein and the completion of the Transaction, and (ii) as to the incumbency and genuineness of the signature of each Date executed by an officer of the Seller executing this Agreement or any of the other agreements or documents contemplated hereby; (e) the officer’s certificate referred to Seller, in §7.1.1(b); (f) a certificate from one of the Seller’s senior officers addressed form and substance reasonably satisfactory to the Purchaser dated to the Closing Date confirming effect that the conditions described set forth in Article 5 Section 8.1 have been performed, satisfied or complied with in all material respects, as of the Closing Date; and (g) such other documents and instruments as reasonably requested by Purchaser as necessary to effect the transactions contemplated herebysatisfied.

The Seller’s Deliveries. 8.2.1 At or prior to the Closing, the Seller Sellers will deliver or cause to be delivered to Purchaser each of the instruments and documents listed in the following provisions of this Section 7.1, executed and acknowledged where appropriate by the Sellers and/or the other party or parties thereto: 7.1.1 An assignment by each Seller to Purchaser of the applicable Membership Interest(s) in the form of Exhibit F attached hereto and made a part hereof, together with the Sellers' Copies of the limited liability company agreement of Owner and a certified copy of the Certificate of Formation of Owner. 7.1.2 The Sellers' Copies of each of the Leases and all guarantees described in the first sentence of subsection 8.3.6.1, including the Diamond Resort Lease Guaranty. 7.1.3 The Sellers' Copies of each of the Other Agreements. 7.1.4 An executed copy of an agreement between Owner and the Managing Agent terminating the Management Agreement as of or prior to the Purchaser: Closing Date. The Sellers shall use reasonable efforts, but shall be under no obligation, to have such agreement provide that (a) all bills Owner shall have no continuing liability for pre-Closing obligations under the Management Agreement (the parties hereby acknowledging and confirming that the Sellers' indemnification obligation under Section 33.1 below with respect to such pre-Closing obligations shall apply whether or not such agreement so provides) and (b) Managing Agent waives any lien rights it may have with respect to such obligations. 7.1.5 Counterparts of sale(i) the VCR Showroom Lease, transfer the Gondola Lease and assignmentsthe VCR Office Lease, signed by the Seller and in form and content satisfactory to the Purchaser, acting reasonably, appropriate to effectively vest good and marketable title to the Purchased Assets in the Purchaser to the extent contemplated by this Agreement, and immediately registrable in all places where registration of such instruments is required, including but not limited to a general assignment and bill of sale in the form provided in Schedule “8.2.1(a)” from the Seller to the Purchaser each substantially in the form provided of Exhibits V, W and X attached hereto and made a part hereof, respectively, executed by VCR, (ii) the Casino Level Master Lease substantially in Schedule “8.2.1(a)” the form of Exhibit Y attached hereto, with such changes thereto requested by Owner's proposed new mortgage lender that do not increase (“General Assignment other than to a de minimis extent) VCR's obligations thereunder or decrease (other than to a de minimis extent) VCR's benefits thereunder, executed by VCR and Bill (iii) the Amended and Restated REA, substantially in the form of Sale”);Exhibit T attached hereto and made a part hereof, with such changes thereto requested by the "SECC's" proposed new mortgage lender and/or Owner's proposed new mortgage lender that do not increase (other than to a de minimis extent) VCR's obligations thereunder or decrease (other than to a de minimis extent) VCR's benefits or Owner's rights and obligations thereunder. (b) assignment 7.1.6 The certificate of the Assumed Contracts, including a copy Sellers provided for in subsection 8.6.3. 7.1.7 The estoppel letters provided for in Article 17. 7.1.8 Any consents required under the Other Agreements for the sale of the Assignment Agreements duly executed Membership Interests by the parties theretoSellers to Purchaser; provided, however, that it shall not be a condition to Purchaser's obligations under this Agreement that any such consent shall be obtained, but the Sellers shall be obligated to pay and indemnify Purchaser from and against any damages, penalties or other sums that may be payable to the other party to such Other Agreement by reason of the Sellers' failure to obtain such consent, which obligations shall survive the Closing. 7.1.9 A certificate that each Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended. 7.1.10 Counterparts of an adjustment statement summarizing all adjustments in respect of the Purchase Price made at the Closing pursuant to Article 6. 7.1.11 All sales tax, transfer tax and other tax returns, if any, which the Sellers are required by law to execute and deliver, either individually or together with Purchaser, to any Governmental Authority as a result of the sale of the Membership Interests. 7.1.12 The Schedule provided for in Section 6.1.1. 7.1.13 Resolutions or other evidence that each Seller has duly authorized (i) the transactions contemplated by this Agreement and (ii) the execution by each Seller of this Agreement and the documents, instruments and agreements to be executed and delivered by the Sellers pursuant hereto, together with an incumbency certificate as to the authority of the person(s) executing and delivering this Agreement and such documents, instruments and agreements on behalf of the Sellers. 7.1.14 Resolutions or other evidence that VCR has duly authorized the execution and delivery of the Casino Level Master Lease, together with an incumbency certificate as to the authority of the person(s) executing and delivering the Casino Level Master Lease on behalf of VCR. 7.1.15 Good standing certificates for Owner and the Sellers issued by the applicable governmental authority, dated no earlier than thirty (30) days prior to Closing. 7.1.16 All records and files which are in the Purchaser; (c) possession of the Purchased AssetsSellers, VCR, Owner or the Managing Agent relating to the current operation and maintenance of the Property, including without limitation, to the extent applicable; (d) a certificate in the possession of one such parties, current tax bills, current water, sewer, utility and fuel bills, payroll records, billing records for Tenants, Tenant files, repair and maintenance records and the like which affect or relate to the Property, plans, drawings, blue prints and specifications for the Property, all warranties and guaranties of the Seller’s senior officersmanufacturers, dated as of suppliers and contractors in effect on the Closing Date, certifying: certificates of occupancy and other licenses and permits and keys to the Property. Delivery of such materials, as well as the documents referred to in subsections 7.1.2 and 7.1.3, shall be effectuated pursuant to arrangements made by the Managing Agent, Owner, VCR and the property manager retained by Purchaser to operate the Property. 7.1.17 If applicable, a written direction to Escrow Agent to deliver the Deposit (ibut not the Income) all resolutions to the Sellers. 7.1.18 If applicable, the Letters of Credit. 7.1.19 If and to the extent required under the REA, one or more notices of the board Closing. 7.1.20 Reasonable and customary affidavits and other documentation and information reasonably required by the Title Company in order to issue the Owner's Policy to Owner and/or a mortgagee policy to Purchaser's lender, including, without limitation, such documentation as is reasonably requested by the Title Company to cause the issuance of directors a non-imputation endorsement to the Owner's Policy. 7.1.21 A letter of resignation from the "Independent Director" of Owner (or a legally effective termination of such director from the Sellers). 7.1.22 If applicable, counterparts of the Seller approving lease described in Article 39 below, executed by VCR. 7.1.23 Counterparts of a memorandum of the entering into Casino Level Master Lease, in proper recordable form. 7.1.24 An executed amendment to the Best Production contract in existence as of this Agreement the date hereof which amendment shall amend said contract such that it does not cover the "gondoliers," provided that if such amendment is not delivered by the Sellers at the Closing (the Sellers hereby agreeing to use commercially reasonable efforts to cause such amendment to be executed and all Ancillary Agreements contemplated herein delivered as of the Closing), Purchaser shall nevertheless be obligated to close and the completion Sellers and Purchaser agree (a) to use commercially reasonable efforts to cause such amendment to be executed and delivered after the Closing and (b) to cause VCR and Owner to enter into documents reasonably satisfactory to each to cause VCR to enjoy the benefits and to be liable for the obligations under such contract with respect to the "gondoliers," and Owner to enjoy the benefits and be liable for the obligations under such contract with respect to all other matters covered thereunder. Clauses (a) and (b) of the Transactionpreceding sentence shall survive the Closing. 7.1.25 A letter or agreement executed and delivered by all "Owners" and countersigned or approved by the "Mortgage Notes Indenture Trustee" (as such terms are defined in the REA) confirming, or other evidence reasonably satisfactory to Purchaser demonstrating, that (a) the REA does not prohibit any Owner from maintaining insurance that is in excess or in addition to the insurance required to be maintained under the REA and (iib) if any such additional or excess insurance is maintained by any Owner and such Owner pays all the premiums with respect thereto, such Owner shall be entitled to receive all of the proceeds payable thereunder and apply such proceeds as it elects (or shall be entitled to first priority with respect to such proceeds if any such insurance covers other portions of the "Venetian" and/or "SECC" (as such terms are defined in the REA) in addition to the incumbency Property). 7.1.26 Rent direction letters from the Managing Agent and/or Owner's existing mortgage lender, as reasonably requested by Purchaser, each in form and genuineness of substance reasonably satisfactory to Purchaser. 7.1.27 All other instruments and documents, if any, to be executed, acknowledged and/or delivered by the signature of each officer of the Seller executing this Agreement or Sellers pursuant to any of the other agreements or documents contemplated hereby; (e) the officer’s certificate referred to in §7.1.1(b); (f) a certificate from one provisions of the Seller’s senior officers addressed to the Purchaser dated the Closing Date confirming that the conditions described in Article 5 have been performed, satisfied or complied with in all material respects, as of the Closing Date; and (g) such other documents and instruments as reasonably requested by Purchaser as necessary to effect the transactions contemplated herebythis Agreement.

The Seller’s Deliveries. 8.2.1 At the Closing, the Seller will (a) The Sellers shall deliver to the Purchaser: (a) all bills Purchaser a certificate of sale, transfer Sellers and assignments, signed any other evidence reasonably required by the Seller and Purchaser, in such form and content as is satisfactory to the Purchaser, acting reasonably, appropriate to effectively vest good and marketable title that each of the conditions to the Purchased Assets in obligations of the Purchaser to purchase the extent contemplated by this Agreement, and immediately registrable in all places where registration of such instruments is required, including but not limited to a general assignment and bill of sale in the form provided in Schedule “8.2.1(a)” Seller Equity from the Seller to the Purchaser substantially Sellers which is set forth in the form provided in Schedule “8.2.1(a)” (“General Assignment and Bill of Sale”);Article VIII has been satisfied. (b) assignment of The Sellers shall deliver to the Assumed Contracts, including a copy of Purchaser the Assignment Agreements duly executed by the parties thereto, other than the Purchaser;certificate required pursuant to Section 8.1. (c) possession The Sellers shall deliver to the Purchaser a certificate of good standing with respect to each of the Purchased AssetsCompanies, if applicable, issued by the Secretary of State of each of New York and Pennsylvania dated not earlier than thirty (30) days prior to the extent applicable;Closing Date. (d) a certificate With the exception of one those consents identified in Schedule 3.1.2 hereof, the Sellers shall deliver to the Purchaser copies of all necessary consents and approvals of third parties to any of the Seller’s senior officerstransactions contemplated hereby, dated as of in form and substance satisfactory to the Closing DatePurchaser; provided however, certifying: that the Sellers shall not be required to deliver any such consent or approval which is expressly waived or excluded from this delivery requirement pursuant to the terms hereof or by the Purchaser's consent or written waiver delivered to the Sellers at any time prior to Closing. (e) The Sellers shall deliver to the Purchaser copies of: (i) all resolutions of adopted by the board of directors of GladCo and by the Seller approving Sellers authorizing the entering into of transactions contemplated by this Agreement and all Ancillary Agreements contemplated herein and the completion of the Transaction, and Agreement; (ii) the certificate of incorporation and by-laws of GladCo, as to in effect on the incumbency and genuineness Closing Date, certified in each case by the secretary or assistant secretary of the signature of each officer of the Seller executing this Agreement or any of the other agreements or documents contemplated herebyGladCo; (eiii) resolutions adopted by the board of directors of HLG Acquisition and by the Sellers authorizing the transactions contemplated by this Agreement; (iv) the officer’s certificate referred to of incorporation and by-laws of HLG Acquisition, as in §7.1.1(b)effect on the Closing Date, certified in each case by the secretary or assistant secretary of HLG Acquisition; (v) resolutions adopted by the board of directors of HLG Acquisitions, acting as general partner of HLG Marketing, authorizing the transactions contemplated in this agreement; and (vi) the certificate and the agreement (as amended) of limited partnership of HLG Marketing, as in effect on the Closing Date, certified in each case by the general partner. (f) a certificate from one of the Seller’s senior officers addressed The Sellers shall deliver to the Purchaser dated all stock certificates and/or other documents evidencing the Closing Date confirming that the conditions described in Article 5 have been performedSeller Equity, satisfied or complied with in accompanied by all material respects, as of the Closing Date; andnecessary and appropriate transfer powers duly endorsed. (g) such The Sellers shall deliver to Purchaser satisfactory evidence that all outstanding shareholders agreements, employment agreements, consulting agreements, and any other documents agreements among the Sellers and/or between any of the Sellers and instruments as reasonably requested by Purchaser as necessary to effect any of the transactions contemplated hereby.Companies, other than those agreements identified on Schedule 2.2.1