Common use of The Seller’s Deliveries Clause in Contracts

The Seller’s Deliveries. (a) The Sellers shall deliver to the Purchaser a certificate of Sellers and any other evidence reasonably required by the Purchaser, in such form as is satisfactory to the Purchaser, that each of the conditions to the obligations of the Purchaser to purchase the Seller Equity from the Sellers which is set forth in Article VIII has been satisfied. (b) The Sellers shall deliver to the Purchaser the certificate required pursuant to Section 8.1. (c) The Sellers shall deliver to the Purchaser a certificate of good standing with respect to each of the Companies, 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 Closing Date. (d) With the exception of 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 transactions contemplated hereby, in form and substance satisfactory to the Purchaser; provided however, 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) resolutions adopted by the board of directors of GladCo and by the Sellers authorizing the transactions contemplated by this Agreement; (ii) the certificate of incorporation and by-laws of GladCo, as in effect on the Closing Date, certified in each case by the secretary or assistant secretary of GladCo; (iii) resolutions adopted by the board of directors of HLG Acquisition and by the Sellers authorizing the transactions contemplated by this Agreement; (iv) the certificate of incorporation and by-laws of HLG Acquisition, as in 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) The Sellers shall deliver to the Purchaser all stock certificates and/or other documents evidencing the Seller Equity, accompanied by all necessary and appropriate transfer powers duly endorsed. (g) The Sellers shall deliver to Purchaser satisfactory evidence that all outstanding shareholders agreements, employment agreements, consulting agreements, and any other agreements among the Sellers and/or between any of the Sellers and any of the Companies, other than those agreements identified on Schedule 2.2.1

The Seller’s Deliveries. At or prior to the Closing, the 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 Closing Date. The Sellers shall use reasonable efforts, but shall be under no obligation, to have such agreement provide that (a) The Sellers Owner shall deliver 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 the Purchaser a certificate of Sellers such pre-Closing obligations shall apply whether or not such agreement so provides) and any other evidence reasonably required by the Purchaser, in such form as is satisfactory to the Purchaser, that each of the conditions to the obligations of the Purchaser to purchase the Seller Equity from the Sellers which is set forth in Article VIII has been satisfied. (b) The Sellers shall deliver to the Purchaser the certificate required pursuant to Section 8.1. (c) The Sellers shall deliver to the Purchaser a certificate of good standing Managing Agent waives any lien rights it may have with respect to such obligations. 7.1.5 Counterparts of (i) the VCR Showroom Lease, the Gondola Lease and the VCR Office Lease, each substantially in the form 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 the form of Exhibit Y attached hereto, with such changes thereto requested by 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 thereunder, executed by VCR and (iii) the Amended and Restated REA, substantially in the form of 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. 7.1.6 The certificate of the CompaniesSellers 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 Membership Interests by the Sellers 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 applicableany, 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 Secretary of State of each of New York and Pennsylvania applicable governmental authority, dated not no earlier than thirty (30) days prior to the Closing Date. (d) With the exception of 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 transactions contemplated hereby, in form and substance satisfactory to the Purchaser; provided however, 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 7.1.16 All records and files which are in the possession of the Sellers, VCR, Owner or the Managing Agent relating to the Purchaser copies of: (i) resolutions adopted by current operation and maintenance of the board Property, including without limitation, to the extent in the possession of directors 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 GladCo manufacturers, suppliers and by the Sellers authorizing the transactions contemplated by this Agreement; (ii) the certificate of incorporation and by-laws of GladCo, as contractors in effect on the Closing Date, certified 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 each case subsections 7.1.2 and 7.1.3, shall be effectuated pursuant to arrangements made by the secretary 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 (but not the Income) 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 assistant secretary more notices of GladCo;the Closing. (iii) resolutions adopted 7.1.20 Reasonable and customary affidavits and other documentation and information reasonably required by the board 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 HLG Acquisition and 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 lease described in Article 39 below, executed by VCR. 7.1.23 Counterparts of a memorandum of the Casino Level Master Lease, in proper recordable form. 7.1.24 An executed amendment to the Best Production contract in existence as of 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 authorizing at the transactions contemplated Closing (the Sellers hereby agreeing to use commercially reasonable efforts to cause such amendment to be executed and delivered as of the Closing), Purchaser shall nevertheless be obligated to close and the 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 preceding sentence shall survive the Closing. 7.1.25 A letter or agreement executed and delivered by this Agreement; all "Owners" and countersigned or approved by the "Mortgage Notes Indenture Trustee" (ivas such terms are defined in the REA) confirming, or other evidence reasonably satisfactory to Purchaser demonstrating, that (a) the certificate 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 (b) 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 incorporation the proceeds payable thereunder and by-laws 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 HLG Acquisitionthe "Venetian" and/or "SECC" (as such terms are defined in the REA) in addition to the 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 effect on the Closing Dateform and substance reasonably satisfactory to Purchaser. 7.1.27 All other instruments and documents, certified in each case if any, to be executed, acknowledged and/or delivered 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) The Sellers shall deliver pursuant to the Purchaser all stock certificates and/or other documents evidencing the Seller Equity, accompanied by all necessary and appropriate transfer powers duly endorsed. (g) The Sellers shall deliver to Purchaser satisfactory evidence that all outstanding shareholders agreements, employment agreements, consulting agreements, and any other agreements among the Sellers and/or between any of the Sellers and any other provisions of the Companies, other than those agreements identified on Schedule 2.2.1this Agreement.

The Seller’s Deliveries. On the Closing Date: (ai) The Sellers the Seller shall deliver to the Purchaser Buyer a certificate copy of Sellers and any other evidence reasonably required the register of members of the Company, certified by the PurchaserSecretary of the Company, in such form as is satisfactory reflecting the transfer of the Shares to the Purchaser, that each of the conditions to the obligations of the Purchaser to purchase Buyer; (ii) the Seller Equity from the Sellers which is set forth in Article VIII has been satisfied. (b) The Sellers shall deliver to the Purchaser Buyer a certified copy of the certificate required pursuant resolutions of the Board of Directors of the Company approving the transfer of the Shares to Section 8.1.the Buyer and the registration of the Buyer’s interest on the register of members of the Company; (ciii) The Sellers the Seller shall deliver to the Purchaser a certificate Buyer evidence of good standing with respect to the resignation or removal, effective as of the Closing, of each of the Companies, if applicable, issued 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 Secretary Buyer in writing reasonably in advance of State the Closing and in any event at least five (5) Business Days prior to the Closing; (iv) the Seller 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 Buyer the certificate contemplated by Section 6.1(c)(iii); (vi) 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 release and termination of all Encumbrances on the Shares and all of the assets and rights of the Company 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 any such Indebtedness incurred pursuant to and in accordance with Section 4.18 and (B) evidence of the release of the Company’s obligations and liabilities under such credit agreements or credit facilities, in each case, in a form reasonably satisfactory to the Buyer (which, for the avoidance of New York and Pennsylvania dated not earlier than thirty doubt, may be in the form of an amendment to such credit agreements or credit facilities removing the Company as a party thereto), a draft of which shall be delivered to the Buyer at least three (303) days Business Days prior to the Closing Date.; and (dviii) With the exception of those consents identified in Schedule 3.1.2 hereof, the Sellers Seller shall deliver to the Purchaser copies of all necessary consents and approvals of third parties to any of the transactions contemplated herebyBuyer such other agreements, in form and substance satisfactory to the Purchaser; provided howeverdocuments, that the Sellers shall not instruments or certificates as may be reasonably 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) resolutions adopted by the board of directors of GladCo and by the Sellers authorizing effectuate the transactions contemplated by this Agreement; (ii) the certificate of incorporation and by-laws of GladCo, as in effect on the Closing Date, certified in each case by the secretary or assistant secretary of GladCo; (iii) resolutions adopted by the board of directors of HLG Acquisition and by the Sellers authorizing the transactions contemplated by this Agreement; (iv) the certificate of incorporation and by-laws of HLG Acquisition, as in 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) The Sellers shall deliver to the Purchaser all stock certificates and/or other documents evidencing the Seller Equity, accompanied by all necessary and appropriate transfer powers duly endorsed. (g) The Sellers shall deliver to Purchaser satisfactory evidence that all outstanding shareholders agreements, employment agreements, consulting agreements, and any other agreements among the Sellers and/or between any of the Sellers and any of the Companies, other than those agreements identified on Schedule 2.2.1

The Seller’s Deliveries. (a) The Sellers Seller shall deliver to the Purchaser a certificate such deeds, bills of Sellers sale, endorsements, assignments (including separate lease assignments), releases and any other evidence reasonably required by the Purchaserinstruments, in such form as in each case is satisfactory to the Purchaser, that each of as shall be sufficient to vest in the conditions Purchaser, good and marketable title to the obligations Purchased Assets, free and clear of the Purchaser to purchase the Seller Equity from the Sellers which is set forth in Article VIII has been satisfiedany Liens. (b) The Sellers shall deliver to the Purchaser the certificate required pursuant to Section 8.1. (c) The Sellers Seller shall deliver to the Purchaser a certificate of good standing with respect to each of the Companies, if applicable, Seller issued by the Secretary appropriate officer of State of the state in which the Seller is incorporated and each of New York and Pennsylvania state in which the Stores are located, in each case dated not earlier than thirty (30) ten days prior to the Closing Date. (dc) With the exception of those consents identified in Schedule 3.1.2 hereof, the Sellers The Seller shall deliver to the Purchaser copies Purchaser, in connection with the assignment of all the Leases and where otherwise necessary or appropriate, consents and approvals of third parties to any of the transactions contemplated herebyestoppel certificates, in form and substance satisfactory to the Purchaser; provided however, that . (d) The Seller shall deliver to the Sellers shall not be required Purchaser evidence reasonably satisfactory to deliver any such the Purchaser of the consent or approval which of each Person that is expressly waived or excluded from this delivery requirement pursuant a party to the terms hereof or by the Purchaser's each Assumed Contract identified in Schedule 2.2, whose ------------ consent or written waiver delivered approval shall be required in order to permit the Sellers at any time prior to Closing.consummation of the transactions contemplated by this Agreement; (e) The Sellers Seller shall deliver to the Purchaser copies of: of (i) resolutions adopted by the board of directors and shareholders of GladCo and by the Sellers Seller authorizing the transactions contemplated by this Agreement; Agreement and (ii) the certificate charter and bylaws of incorporation and by-laws of GladCothe Seller, as in effect on the Closing Date, certified in each case by the secretary or assistant secretary of GladCo; (iii) resolutions adopted by the board of directors of HLG Acquisition and by the Sellers authorizing the transactions contemplated by this Agreement; (iv) the certificate of incorporation and by-laws of HLG Acquisition, as in 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 partnerSeller. (f) The Sellers Seller shall deliver to the Purchaser all stock certificates and/or other documents evidencing an opinion dated the Seller EquityClosing Date from counsel for the Seller, accompanied by all necessary and appropriate transfer powers duly endorsed.in substantially the form attached hereto as Exhibit A. --------- (g) The Sellers 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 satisfactory evidence that all outstanding shareholders agreements, employment agreements, consulting agreements, and any other agreements among the Sellers and/or between any a certificate dated as of the Sellers and any Closing Date executed by an officer of the CompaniesSeller, other than those agreements identified on Schedule 2.2.1in form and substance reasonably satisfactory to the Purchaser to the effect that the conditions set forth in Section 8.1 have been satisfied.

The Seller’s Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article X, at each Closing (aor at such later date provided below) The Sellers the Seller shall deliver to the Purchaser a Buyer all of the following: (a) A certificate of Sellers and any other evidence reasonably required by the PurchaserSeller, in such form dated as is satisfactory of the Initial Closing Date, as to the Purchaser, that each authority of the conditions to the obligations authorized representatives of the Purchaser to purchase the Seller Equity from the Sellers which is set forth in Article VIII has been satisfied.executing this Agreement and Seller Ancillary Agreements; (b) The Sellers shall deliver to the Purchaser the certificate required pursuant to Section 8.1.An Assignment and Assumption Agreement; (c) The Sellers shall deliver to the Purchaser a certificate of good standing with respect to each certificate, dated as of the Companies, 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 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) With All consents, waivers or approvals obtained by the exception of those consents identified in Schedule 3.1.2 hereof, the Sellers shall deliver Seller from third parties with respect to the Purchaser copies assignment of all necessary consents and approvals of third parties the Portfolio Accounts subject to any such Closing or consummation of the transactions contemplated hereby, in form and substance satisfactory to the Purchaser; provided however, 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 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 Buyer to xxxx, collect, service and administer such Portfolio Accounts, each of which shall deliver be substantially in the form contained in Exhibit D; (f) A Notice of Assignment Letter, in the form attached hereto as Exhibit E (“Notice of Assignment Letter”); (g) A final accounts receivable aging report for all Portfolio Accounts subject to such Closing; (h) A Portfolio Summary prepared as of the Purchaser copies of:applicable Closing Date; (i) resolutions adopted Copies of any approvals or other actions by a Governmental Body required for the board Seller's sale of directors of GladCo and by the Sellers authorizing the transactions contemplated by this AgreementPortfolio Accounts subject to such Closing, other than Excluded Materials; (iij) Copies of any and all Portfolio Documents with respect to the certificate Portfolio Accounts subject to such Closing, including all promissory notes endorsed in favor of incorporation the Buyer, and by-laws of GladCo, as in effect on within three (3) Business Days after the applicable Closing Date, certified in each case by originals of the secretary or assistant secretary of GladCosame; (iiik) resolutions adopted by the board A duly executed version of directors of HLG Acquisition and by the Sellers authorizing the transactions contemplated by this Agreementall applicable Seller Ancillary Agreements (including, without limitation, any Side Letters); (ivl) Copies of the certificate of incorporation Files applicable to the Portfolio Accounts subject to such Closing, other than Excluded Materials, and by-laws of HLG Acquisition, as in effect on within three (3) Business Days after the applicable Closing Date, certified in each case by originals of the secretary or assistant secretary of HLG Acquisitionsame; (vm) resolutions adopted by Copies of all Portfolio Collateral with respect to the board Portfolio Accounts subject to such Closing of directors 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 HLG Acquisitions, acting as general partner of HLG Marketing, authorizing the transactions contemplated in this agreementsame; and (vin) Copies of all Third-Party Reports with respect to the certificate Portfolio Accounts subject to such Closing, and within three (3) Business Days after the agreement (as amended) of limited partnership of HLG Marketing, as in effect on the applicable Closing Date, certified in each case by the general partner. (f) The Sellers shall deliver to the Purchaser all stock certificates and/or other documents evidencing the Seller Equity, accompanied by all necessary and appropriate transfer powers duly endorsed. (g) The Sellers shall deliver to Purchaser satisfactory evidence that all outstanding shareholders agreements, employment agreements, consulting agreements, and any other agreements among the Sellers and/or between any originals of the Sellers and any of the Companies, other than those agreements identified on Schedule 2.2.1same.

The Seller’s Deliveries. (a) The Sellers shall deliver to Concurrently with the Purchaser a certificate execution of Sellers and any other evidence reasonably required by the Purchaser, in such form as is satisfactory to the Purchaser, that each of the conditions to the obligations of the Purchaser to purchase the Seller Equity from the Sellers which is set forth in Article VIII has been satisfied. (b) The Sellers shall deliver to the Purchaser the certificate required pursuant to Section 8.1. (c) The Sellers shall deliver to the Purchaser a certificate of good standing with respect to each of the Companies, 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 Closing Date. (d) With the exception of those consents identified in Schedule 3.1.2 hereofthis Agreement, the Sellers shall deliver or cause to the Purchaser copies of all necessary consents and approvals of third parties be delivered to any of the transactions contemplated hereby, in form and substance satisfactory to the Purchaser; provided however, that Buyer: (a) the Sellers shall not be required to deliver any such consent or approval Closing Certificate dated the Closing Date, a form of which is expressly waived or excluded from this delivery requirement pursuant to attached hereto as Exhibit F; (b) the terms hereof or by Estimated Closing Balance Sheet; (c) an Accounts Receivable Aging Schedule; (d) the Purchaser's consent or written waiver delivered to the Sellers at any time prior to Closing.Estimated Tax Adjustment Statement; (e) The Sellers shall deliver the Schedule of Estimated Company Transaction Costs; (f) the Certificates; (g) a Stock Power in proper form for transfer executed by each of CA, KL, CA Holdco and KL Holdco; (h) an opinion of Xxxxxx Xxxxxxxx LLP, counsel to the Purchaser copies of:Sellers, dated the Closing Date, a form of which is attached hereto as Exhibit G-2; (i) resolutions adopted a counterpart to each Release, executed by each of the board of directors of GladCo and by Sellers, in substantially the Sellers authorizing the transactions contemplated by this Agreementform attached hereto as Exhibit A; (iij) the certificate of incorporation and by-laws of GladCo, as in effect on the Closing Date, certified in each case CA Employment Agreement (executed by the secretary or assistant secretary of GladCoCompany 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; (iiik) resolutions adopted by a counterpart to each Non-Competition Agreement in substantially the board of directors of HLG Acquisition and by the Sellers authorizing the transactions contemplated by this Agreementform attached hereto as Exhibit D; (ivl) resignations of the certificate directors of incorporation the Company and by-laws of HLG Acquisition, such officers as in effect on the Closing Date, certified in each case requested by the secretary or assistant secretary of HLG AcquisitionBuyer; (vm) resolutions adopted by evidence reasonably satisfactory to Buyer of the board replacement of directors the bank account signatories of HLG Acquisitions, acting as general partner the Company with Buyer’s designees; (n) evidence reasonably satisfactory to Buyer that the Company and the Sellers have terminated each of HLG Marketing, authorizing the transactions contemplated in this agreementTerminated Agreements; (o) the Transaction Costs Releases; and (vip) 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) The Sellers shall deliver a counterpart to the Purchaser all stock certificates and/or other documents evidencing the Seller EquitySubordination Agreement, accompanied executed by all necessary and appropriate transfer powers duly endorsed. (g) The Sellers shall deliver to Purchaser satisfactory evidence that all outstanding shareholders agreements, employment agreements, consulting agreements, and any other agreements among the Sellers and/or between any each of the Sellers and any of Sellers, in substantially the Companies, other than those agreements identified on Schedule 2.2.1form attached hereto as Exhibit H.