Common use of Transactions at Closing Clause in Contracts

Transactions at Closing. At the Closing, and on the basis of the representations, warranties, covenants and agreements made herein and in the Exhibits hereto and in the certificates and other instruments delivered pursuant hereto, and subject to the terms and conditions hereof: (a) Sellers will deliver to Buyers: (i) a Xxxx of Sale and any other title transfer documents requested by Buyer with respect to all Accounts Receivable, Inventory, Intangibles and Equipment that is not Leased Equipment executed by Owosso and/or DWZM in the form attached hereto as Exhibit 2.6(a)(i) (the "Xxxx of Sale") and security interest and lien terminations with respect to all liens, pledges, changes, encumbrances, claims, security interests, easements, covenants, conditions and restriction on such Accounts Receivable, Inventory, Intangibles and Equipment; (ii) subsistence certificates regarding each of Owosso and DWZM, issued as of a recent date by the Secretary of State of such corporations' states of organization; (iii) resolutions duly adopted by the directors of Sellers, and the shareholder(s) of DWZM authorizing execution, delivery and performance of the terms of this Agreement and consummation of the transactions contemplated by this Agreement, certified to Buyers' satisfaction; (iv) an Assignment and Assumption of Contracts and such other instruments pursuant to which Sellers assign to Xxxxxx Sub the Assigned Contracts and Xxxxxx Sub assumes Sellers' obligations thereunder, in the form attached hereto as Exhibit 2.6(a)(iv) (the "Assignment and Assumption of Contracts"); (v) a certification that neither Seller is a foreign person; (vi) an agreement pertaining to Xxxxxx Sub's use of Sellers' computer systems currently used in the operation of the Business, in the form attached hereto as Exhibit 2.6(a)(vi) (the "Transition Services Agreement"); (vii) an agreement pertaining to certain dealer buy-back obligations of Sellers imposed by law with regard to the repurchase of inventory in connection with the termination of Xxxxxx Industries dealerships and the indemnification of Buyers with respect to, among other things, profits on the sale of such inventory repurchased, in the form attached hereto as Exhibit 2.6(a)(vii) (the "Reimbursement Agreement"); (viii) the books and records maintained by Sellers and relating to the Business; and (ix) such other documents required pursuant to the terms of this Agreement or as reasonably requested by Buyers in order to facilitate or effect the transfer and conveyance of the Xxxxxx Assets to Xxxxxx Sub. (b) Buyers will deliver to Sellers: (i) By wire transfer of immediately available funds, an amount equal to Two Million, Four Hundred Ten Thousand Dollars ($2,410,000), as adjusted by the Estimated Adjustment Amount; (ii) the Note; (iii) the Security Agreement; (iv) the Guaranty Agreement; (v) an Assignment and Assumption of Contracts in form and substance acceptable to Buyer; (vi) the Transition Services Agreement; (vii) the Reimbursement Agreement; (viii) a good standing certificate with respect to each Buyer, issued as of a recent date by the Secretary of State of each corporation's state of organization; (ix) resolutions duly adopted by the directors of each Buyer authorizing execution, delivery and performance of the terms of this Agreement and consummation of the transactions contemplated by this Agreement, certified to Sellers' satisfaction; and (x) any such other documents required pursuant to the terms of this Agreement.

Transactions at Closing. At the Closing, the following transactions shall take place, which transactions shall be deemed as having taken place simultaneously and on the basis of the representations, warranties, covenants no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and agreements made herein and in the Exhibits hereto and in the certificates and other instruments delivered pursuant hereto, and subject to the terms and conditions hereofall required documents delivered: (a) Sellers will DVOP shall deliver to BuyersSugarmade, as agent for Sellers, the following documents: (i) a Xxxx Validly executed stock certificates corresponding to the Common Stock issued in the name of Sale the Sellers in the amounts set forth in Schedule I; (ii) Validly executed DVOP warrants corresponding to the Sugarmade Warrants issued in the name of the Sellers in the amounts and any other title transfer documents requested by Buyer with respect to all Accounts Receivable, Inventory, Intangibles and Equipment that is not Leased Equipment on the terms set forth in Schedule II; (iii) A duly executed by Owosso and/or DWZM Share Cancellation Agreement in the form attached hereto as Exhibit 2.6(a)(i) (the "Xxxx of Sale") and security interest and lien terminations with respect to all liens, pledges, changes, encumbrances, claims, security interests, easements, covenants, conditions and restriction on such Accounts Receivable, Inventory, Intangibles and EquipmentA; (iiiv) subsistence certificates regarding each A resignation and release agreement, substantially in the form attached hereto as Exhibit B from the current chief executive officer and director of Owosso and DWZM, issued DVOP to be effective as of the Closing (which shall be not less than 10 days after the mailing of a recent date 14(f)-1 Information Statement to DVOP's stockholders of record); (v) True copies of all consents and waivers obtained by DVOP, in accordance with the provisions of Section 7.1 below; (vi) Certificate of good standing from the Secretary of State of the State of Delaware, dated at or about the Closing Date, to the effect that DVOP is in good standing under the laws of said state; (vii) Certified copy of the Certificate of Incorporation of DVOP, as certified by the Secretary of State of such corporations' states the State of organizationDelaware at or about the Closing Date; (iiiviii) Secretary's certificate duly executed by DVOP's secretary attaching and attesting to the accuracy of: (A) the bylaws of DVOP, (B) the resolutions duly adopted by of DVOP's board of directors issuing and allotting the directors of SellersCommon Stock to the Sellers subject to the provisions hereof, and the shareholder(s) of DWZM authorizing execution, delivery and performance of the terms of this Agreement and consummation of approving the transactions contemplated hereby, including the Exchange, selecting Xxxxx Xxxxx as a director of DVOP (resulting in the DVOP directors to be Xxxxx Xxxxxxx and Xxxxx Xxxxx) and appointing the officers of Sugarmade as follows: Xxxxx Xxxxx as the officer of DVOP, and (C) an incumbency certificate signed by this Agreement, certified to Buyers' satisfactionall of the executive officers of DVOP dated at or about the Closing Date; (ivix) an Assignment An officer's certificate duly executed by DVOP's chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing; (x) All corporate books and Assumption records of Contracts and such other instruments pursuant to which Sellers assign to Xxxxxx Sub DVOP; and (xi) A registration rights agreement for the Assigned Contracts and Xxxxxx Sub assumes Sellers' obligations thereunderinvestors in the Capital Raise referenced in Section 6.9, in the form attached hereto as Exhibit 2.6(a)(ivE; (xii) Such other documents and instruments as Sugarmade may reasonably request. (b) Sugarmade shall deliver, or cause to be delivered, to DVOP the "Assignment following documents and/or shall take the following actions: (i) Validly executed stock certificates corresponding to the number of Sugarmade Shares being transferred by the Sellers, issued in the name of DVOP and Assumption shall register the shares in the name of Contracts")DVOP in the stockholders register of Sugarmade. (ii) Certificate of good standing from the Secretary of State of the State of California, dated at or about the Closing Date, to the effect that Sugarmade is in good standing under the laws of said state; (iii) Certified copy of the Articles of Incorporation of Sugarmade, as amended to date certified by the Secretary of State of the State of California at or about the Closing Date; (iv) Secretary's certificate duly executed by Sugarmade's secretary attaching and attesting to the accuracy of: (A) the bylaws of Sugarmade, (B) the resolutions of Sugarmade's board of directors, approving the transactions contemplated hereby, including the Exchange, and (C) an incumbency certificate signed by all of the executive officers of Sugarmade dated at or about the Closing Date; (v) a certification An officer's certificate duly executed by Sugarmade's chief executive officer of Sugarmade to the effect that neither Seller is a foreign person;the conditions set forth in Section 7.2(a) below have been satisfied, dated as of the date of the Closing; and (vi) an agreement pertaining Such other documents as DVOP may reasonably request. (c) The Sellers shall deliver the following documents: (i) to Xxxxxx Sub's use of Sellers' computer systems currently used in the operation of the BusinessDVOP, duly executed assignments in the form attached hereto as Exhibit 2.6(a)(vi) (C and or Exhibit D effecting the "Transition Services Agreement"); (vii) an agreement pertaining to certain dealer buy-back obligations of Sellers imposed by law with regard to the repurchase of inventory in connection with the termination of Xxxxxx Industries dealerships immediate and the indemnification of Buyers with respect tounconditional sale, among other things, profits on the sale of such inventory repurchased, in the form attached hereto as Exhibit 2.6(a)(vii) (the "Reimbursement Agreement"); (viii) the books assignment and records maintained by Sellers and relating to the Business; and (ix) such other documents required pursuant to the terms of this Agreement or as reasonably requested by Buyers in order to facilitate or effect the transfer and conveyance of the Xxxxxx Assets to Xxxxxx Sub. (b) Buyers will deliver to Sellers: (i) By wire irrevocable transfer of immediately available fundsSugarmade Shares and Sugarmade Warrants to DVOP, an amount equal to Two Millionfree and clear of any Liens, Four Hundred Ten Thousand Dollars ($2,410,000)or any other third party rights of any kind and nature, as adjusted whether voluntarily incurred or arising by the Estimated Adjustment Amountoperation of law; (ii) the Noteto Sugarmade, as agent for DVOP, all share certificates in respect of Sugarmade Shares; (iii) for the Security Agreement;Sellers which are investors in the Capital Raise referenced in Section 6.9, the Sellers shall deliver to the escrow agent an executed authorization to release funds and proceed with the Closing, in the form presented to the Seller by the escrow agent; and (iv) the Guaranty Agreement; (v) an Assignment and Assumption of Contracts to Sugarmade, as agent for DVOP, all agreements issued in form and substance acceptable to Buyer; (vi) the Transition Services Agreement; (vii) the Reimbursement Agreement; (viii) a good standing certificate with respect to each Buyer, issued as of a recent date by the Secretary of State of each corporation's state of organization; (ix) resolutions duly adopted by the directors of each Buyer authorizing execution, delivery and performance of the terms of this Agreement and consummation of the transactions contemplated by this Agreement, certified to Sellers' satisfaction; and (x) any such other documents required pursuant to the terms of this AgreementSugarmade Warrants.

Transactions at Closing. (a) At the Closing, and on the basis of the representations, warranties, covenants and agreements made herein and in the Exhibits hereto and in the certificates and other instruments Sellers shall deliver or cause to be delivered pursuant hereto, and subject to the terms and conditions hereof: (a) Sellers will deliver to BuyersBuyer: (i) a Xxxx such deeds, bills of Sale sale, general conveyances, certificates of title and any other title instruments of assignment or transfer documents requested by Buyer with respect to the Acquired Assets as the Buyer may reasonably request and as may be necessary to vest in the Buyer or its nominee(s) good record (where applicable) and marketable title to all Accounts Receivableof the Acquired Assets, Inventory, Intangibles in each case free and Equipment that is not Leased Equipment executed by Owosso and/or DWZM clear of all Liens except for Permitted Liens; these transfer instruments will include (a) one or more Bills of Sale in the form attached hereto of Exhibit C, and (b) Assignment of Trademarks, Assignment of Patents and Patent Applications, and Assignment of Copyrights in the forms set forth as Exhibit 2.6(a)(i) (the "Xxxx of Sale") and security interest and lien terminations with respect to all liens, pledges, changes, encumbrances, claims, security interests, easements, covenants, conditions and restriction on such Accounts Receivable, Inventory, Intangibles and EquipmentD; (ii) subsistence certificates regarding each of Owosso and DWZM(if any) representing the Subsidiary Shares, issued as of a recent date by the Secretary of State of such corporations' states of organizationduly endorsed to Buyer; (iii) resolutions duly adopted by the directors of Sellers, and the shareholder(s) of DWZM authorizing execution, delivery and performance of the terms of this Agreement and consummation of the transactions contemplated by this Agreement, certified closing certificates referred to Buyers' satisfactionin Article 9; (iv) an Assignment employment agreements in form and Assumption substance satisfactory to the Buyer, duly executed by each Person listed on Schedule 4.2(a)(iv) (collectively, the “Employment Agreements”); (v) the Legal Opinion; (vi) the Fairness Opinion; (vii) the Escrow Agreement, duly executed by the Sellers; (viii) that certain Side Letter dated as of Contracts the date herewith between the Buyer and such other instruments pursuant to which Sellers assign to Xxxxxx Sub the Assigned Contracts Astris, duly executed by Astris; (ix) copies of each acknowledgment and Xxxxxx Sub assumes Sellers' obligations thereunderagreement, in the form attached hereto as Exhibit 2.6(a)(iv) E, duly executed by Acme Global Inc., Cornell Capital Partners, LP and Ardour Capital (the "Assignment and Assumption of Contracts"“Waivers”);; and (v) a certification that neither Seller is a foreign person; (vix) an agreement pertaining to Xxxxxx Sub's use assignment and assumption agreement, a form of Sellers' computer systems currently used in the operation of the Business, in the form which is attached hereto as Exhibit 2.6(a)(vi) F (the "Transition Services “Assumption Agreement"”); (vii) an agreement pertaining to certain dealer buy-back obligations of Sellers imposed , duly executed by law with regard to the repurchase of inventory in connection with the termination of Xxxxxx Industries dealerships and the indemnification of Buyers with respect to, among other things, profits on the sale of such inventory repurchased, in the form attached hereto as Exhibit 2.6(a)(vii) (the "Reimbursement Agreement"); (viii) the books and records maintained by Sellers and relating to the Business; and (ix) such other documents required pursuant to the terms of this Agreement or as reasonably requested by Buyers in order to facilitate or effect the transfer and conveyance of the Xxxxxx Assets to Xxxxxx Subeach Seller. (b) Buyers will At the Closing the Buyer shall deliver or cause to be delivered to the Sellers: (i) By wire transfer of immediately available fundsthe Assumption Agreement, an amount equal to Two Million, Four Hundred Ten Thousand Dollars ($2,410,000), as adjusted duly executed by the Estimated Adjustment AmountBuyer; (ii) the NoteCash Purchase Price, less the amount due to Jiri Nor to satisfy in full any outstanding debt owed by either Seller or the Seller Subsidiary to him (“Nor Repayment”), by wire transfer of immediately available funds to an account that has been designated in writing for such purpose by Astris (with Astris making such designation at least 48 hours prior to the Closing); (iii) the Security AgreementDebentures and the Note, each marked canceled; (iv) the Guaranty Escrow Agreement;, duly executed by the Buyer; and (v) an Assignment and Assumption of Contracts the closing certificates referred to in form and substance acceptable to Buyer;Article 10. (vic) At the Transition Services Agreement; (vii) Closing, the Reimbursement Agreement; (viii) a good standing certificate with respect Buyer shall deliver or cause to each Buyer, issued as of a recent date be delivered the Legal Funds by wire transfer to the Secretary of State of each corporation's state of organization; (ix) resolutions duly adopted by the directors of each Buyer authorizing execution, delivery and performance of the terms of this Agreement and consummation of the transactions contemplated by this Agreement, certified to Sellers' satisfaction; and (x) any such other documents required Escrow Agent pursuant to the terms of this the Escrow Agreement. (d) At the Closing, the Buyer shall deliver or cause to be delivered the Nor Repayment by wire transfer to an account that has been designated by Jiri Nor in writing for such purpose.

Transactions at Closing. (a) At the Closing, Buyer and/or Globalstar, as applicable, shall deliver to Sellers and/or Loral Space, as applicable, against delivery by Sellers and on the basis or Subsidiaries of the representations, warranties, covenants and agreements made herein and items described in the Exhibits hereto and in the certificates and other instruments delivered pursuant hereto, and subject to the terms and conditions hereof: (aSection 10(b) Sellers will deliver to Buyersbelow: (i) a Xxxx of Sale and any other title transfer documents requested by Buyer with respect to all Accounts Receivable, Inventory, Intangibles and Equipment that is not Leased Equipment executed by Owosso and/or DWZM The Purchase Price as set forth in the form attached hereto as Exhibit 2.6(a)(i) (the "Xxxx of Sale") and security interest and lien terminations with respect to all liens, pledges, changes, encumbrances, claims, security interests, easements, covenants, conditions and restriction on such Accounts Receivable, Inventory, Intangibles and EquipmentSection 1(b); (ii) subsistence certificates regarding each of Owosso The executed Transfer Agreement and DWZM, issued as of a recent date by the Secretary of State of such corporations' states of organizationexecuted Amendment; (iii) Certified copies of resolutions duly adopted of the sole owner of Buyer authorizing the transactions referred to herein; and (iv) Evidence of the effectiveness of the Registration Statement. (b) At the Closing, Loral Holdings, DASA, Quota Sellers and/or each of the Subsidiaries shall deliver to Buyer as applicable the following against delivery by Buyer of the items described in Section 10(a) above: (i) The executed Transfer Agreement and the executed Amendment; (ii) Evidence satisfactory to Buyer of release of all liens or encumbrances on the Assets, if any, except for liens and encumbrances set forth on Section 3(c) of the Seller Disclosure Schedule; (iii) Evidence of good standing of Sellers and each Subsidiary in the jurisdiction of its incorporation or organization (as far as the Operating Subsidiary and Holdings are concerned, such evidence shall correspond to the so-called “Ficha de Breve Relato Completa” issued by the directors State of Sellers, and the shareholder(s) Rio de Janeiro Board of DWZM authorizing execution, delivery and performance of the terms of this Agreement and consummation of the transactions contemplated by this Agreement, certified to Buyers' satisfactionTrade); (iv) an Assignment and Assumption Certified copies of Contracts and such other instruments pursuant to which Sellers assign to Xxxxxx Sub the Assigned Contracts and Xxxxxx Sub assumes Sellers' obligations thereunder, in the form attached hereto as Exhibit 2.6(a)(iv) (the "Assignment and Assumption governing documents of Contracts")each Subsidiary; (v) Resolutions of Sellers, the Quota Sellers and each Subsidiary (each certified by the Secretary of such Subsidiary or Sellers or a certification that neither Seller is a foreign person;partners’ meeting registered at the competent Commercial Registry, as the case may be) authorizing this Agreement and the transactions contemplated hereunder; and (vi) an agreement pertaining to Xxxxxx Sub's use Resignation letters executed by each officer and director of Sellers' computer systems currently used in the operation of the BusinessLDG, in the form attached hereto as Exhibit 2.6(a)(vi) (the "Transition Services Agreement"); (vii) an agreement pertaining to certain dealer buy-back obligations of Sellers imposed by law with regard to the repurchase of inventory in connection with the termination of Xxxxxx Industries dealerships and the indemnification of Buyers with respect to, among other things, profits on the sale of such inventory repurchased, in the form attached hereto as Exhibit 2.6(a)(vii) (the "Reimbursement Agreement"); (viii) the books and records maintained by Sellers and relating to the Business; and (ix) such other documents required pursuant to the terms of this Agreement or as reasonably requested by Buyers in order to facilitate or effect the transfer and conveyance of the Xxxxxx Assets to Xxxxxx Sub. (b) Buyers will deliver to Sellers: (i) By wire transfer of immediately available funds, an amount equal to Two Million, Four Hundred Ten Thousand Dollars ($2,410,000), as adjusted by the Estimated Adjustment Amount; (ii) the Note; (iii) the Security Agreement; (iv) the Guaranty Agreement; (v) an Assignment and Assumption of Contracts in form and substance acceptable satisfactory to Buyer; (vi) the Transition Services Agreement; (vii) the Reimbursement Agreement; (viii) a good standing certificate with respect to each Buyer, issued as of a recent date by the Secretary of State of each corporation's state of organization; (ix) resolutions duly adopted by the directors of each Buyer authorizing execution, delivery and performance of the terms of this Agreement and consummation of the transactions contemplated by this Agreement, certified to Sellers' satisfaction; and (x) any such other documents required pursuant to the terms of this AgreementGlobalstar.

Transactions at Closing. (a) At the Closing, and on the basis of the representations, warranties, covenants and agreements made herein and in the Exhibits hereto and in the certificates and other instruments Seller will deliver or cause to be delivered pursuant hereto, and subject to the terms and conditions hereof: (a) Sellers will deliver to BuyersBuyer the following: (i) a Xxxx of Sale and any other title transfer documents requested by Buyer with respect to all Accounts Receivablestock certificates, Inventory, Intangibles and Equipment that is not Leased Equipment executed by Owosso and/or DWZM in the form attached hereto as Exhibit 2.6(a)(i) (the "Xxxx of Sale") and security interest and lien terminations with respect to all liens, pledges, changes, encumbrances, claims, security interests, easements, covenants, conditions and restriction on such Accounts Receivable, Inventory, Intangibles and Equipment; (ii) subsistence certificates regarding each of Owosso and DWZM, issued as of a recent date by the Secretary of State of such corporations' states of organization; (iii) resolutions duly adopted by the directors of Sellersevidencing all, and the shareholder(s) of DWZM authorizing executionnot less than all, delivery and performance of the terms of this Agreement and consummation of the transactions contemplated by this Agreement, certified to Buyers' satisfaction; (iv) an Assignment and Assumption of Contracts and such other instruments pursuant to which Sellers assign to Xxxxxx Sub the Assigned Contracts and Xxxxxx Sub assumes Sellers' obligations thereunderAcquired Shares, in the form attached hereto as Exhibit 2.6(a)(iv) (the "Assignment each case duly endorsed in blank or accompanied by stock powers duly executed in blank, and Assumption of Contracts"); (v) a certification that neither Seller is a foreign person; (vi) an agreement pertaining to Xxxxxx Sub's use of Sellers' computer systems currently used in the operation of the Business, in the form attached hereto as Exhibit 2.6(a)(vi) (the "Transition Services Agreement"); (vii) an agreement pertaining to certain dealer buy-back obligations of Sellers imposed by law with regard to the repurchase of inventory in connection with the termination of Xxxxxx Industries dealerships and the indemnification of Buyers with respect to, among other things, profits on the sale of such inventory repurchased, in the form attached hereto as Exhibit 2.6(a)(vii) (the "Reimbursement Agreement"); (viii) the books and records maintained by Sellers and relating to the Business; and (ix) such other documents all required pursuant to the terms of this Agreement or as reasonably requested by Buyers in order to facilitate or effect the stock transfer and conveyance of the Xxxxxx Assets to Xxxxxx Sub. (b) Buyers will deliver to Sellers: (i) By wire transfer of immediately available funds, an amount equal to Two Million, Four Hundred Ten Thousand Dollars ($2,410,000), as adjusted by the Estimated Adjustment Amounttax stamps affixed; (ii) the Noteminute books and stock transfer books of EMG and the Subsidiary; (iii) one or more receipts acknowledging receipt of the Security AgreementPreliminary Purchase Price; (iv) each of the Guaranty Agreement;certificates and other documents required to be delivered at the Closing pursuant to Section 7.2 hereof; and (v) access to and possession of all assets of EMG and the Subsidiary and all books and records of EMG and the Subsidiary, including an Assignment and Assumption accurate listing of Contracts in form and substance acceptable to Buyer;the purchase order backlog of EMG. (vib) At the Closing, the Buyer will deliver or cause to be delivered to the Seller the following: (i) the Transition Services Agreement; (vii) Preliminary Purchase Price, by wire transfer of immediately available funds pursuant to, and in the Reimbursement Agreement; (viii) a good standing certificate with respect to each Buyermanner set forth in, issued as of a recent date by the Secretary of State of each corporation's state of organization; (ix) resolutions duly adopted by the directors of each Buyer authorizing execution, delivery and performance of the terms of this Agreement and consummation of the transactions contemplated by this Agreement, certified to Sellers' satisfactionSection 1.2 hereof; and (xii) any such each of the certificates and other documents required to be delivered at the Closing pursuant to Section 7.1 hereof. (c) At the terms Closing, Xxxxxx Xxxxxxxx, the President and Chief Executive Officer of this Agreementthe Seller, shall transfer to Xxxxxxxxx Xxxxxx, the President and Chief Executive Officer of the Buyer, or his designee, the one share of capital stock of the Subsidiary owned by Xx. Xxxxxxxx duly endorsed in blank or accompanied by stock powers duly executed in blank, and with all required stock transfer tax stamps affixed.

Transactions at Closing. At the Closing, and on the basis each of the representations, warranties, covenants and agreements made herein and in the Exhibits hereto and in the certificates and other instruments delivered pursuant hereto, and subject to the terms and conditions hereoffollowing transactions shall occur: (a) Sellers will Seller's Deliveries. At the Closing, Seller shall deliver to BuyersPurchaser, the following: (i) a Xxxx all certificates representing the Cayman Companies Shares, duly endorsed for transfer or accompanied by instruments of Sale and any other title transfer documents requested by Buyer with respect to all Accounts Receivable, Inventory, Intangibles and Equipment that is not Leased Equipment executed by Owosso and/or DWZM in the form attached hereto as Exhibit 2.6(a)(i) (the "Xxxx of Sale") and security interest and lien terminations with respect to all liens, pledges, changes, encumbrances, claims, security interests, easements, covenants, conditions and restriction on such Accounts Receivable, Inventory, Intangibles and Equipment; (ii) subsistence certificates regarding each of Owosso and DWZM, issued as of a recent date by the Secretary of State of such corporations' states of organization; (iii) resolutions duly adopted by the directors of Sellers, and the shareholder(s) of DWZM authorizing execution, delivery and performance of the terms of this Agreement and consummation of the transactions contemplated by this Agreement, certified to Buyers' satisfaction; (iv) an Assignment and Assumption of Contracts and such other instruments pursuant to which Sellers assign to Xxxxxx Sub the Assigned Contracts and Xxxxxx Sub assumes Sellers' obligations thereundertransfer, in the form attached hereto as Exhibit 2.6(a)(iv) (the "Assignment and Assumption of Contracts"); (v) a certification that neither Seller is a foreign person; (vi) an agreement pertaining substance reasonably satisfactory to Xxxxxx Sub's use of Sellers' computer systems currently used in the operation of the Business, in the form attached hereto as Exhibit 2.6(a)(vi) (the "Transition Services Agreement"); (vii) an agreement pertaining to certain dealer buy-back obligations of Sellers imposed by law with regard to the repurchase of inventory in connection with the termination of Xxxxxx Industries dealerships Purchaser and the indemnification of Buyers with respect to, among other things, profits on the sale of such inventory repurchased, in the form attached hereto as Exhibit 2.6(a)(vii) (the "Reimbursement Agreement"); (viii) the books and records maintained by Sellers and relating to the Business; and (ix) such other documents required pursuant to the terms of this Agreement or as reasonably requested by Buyers in order to facilitate or effect the transfer and conveyance of the Xxxxxx Assets to Xxxxxx Sub. (b) Buyers will deliver to Sellers: (i) By wire transfer of immediately available funds, an amount equal to Two Million, Four Hundred Ten Thousand Dollars ($2,410,000), as adjusted by the Estimated Adjustment Amountits counsel; (ii) the Notecertificate of the Chief Executive Officer of Seller described in Sections 6.1 and 6.2, in form and substance reasonably satisfactory to Purchaser and its counsel; (iii) copies of the Security Agreementconsents approvals orders, authorizations, registrations, declarations or filings described on Exhibit 3.5, in form and substance reasonably satisfactory to Purchaser and its counsel; (iv) a certificate of good standing for Seller, as of the Guaranty Agreementmost recent practicable date, from the Secretary of State of the State of Delaware; (v) an Assignment and Assumption certified copies of Contracts resolutions of the stockholders or board of directors of Seller, as required by law or their respective articles of incorporation or bylaws in each case, approving the transactions set forth in this Agreement, in form and substance acceptable reasonably satisfactory to BuyerPurchaser and its counsel; (vi) certificates of incumbency for the Transition Services Agreementofficers of Seller executing this Agreement and the agreements hereunder, in form and substance reasonably satisfactory to Purchaser and its counsel; (vii) copies of the Reimbursement Agreementregister of ownership as of the most recent practicable date before Closing and resignation letters or other letters or documents as required by Purchaser referred to in Section 6.6; (viii) a good standing certificate with respect copies of the legal opinions referred to each Buyerin Sections 6.8, issued as of a recent date by the Secretary of State of each corporation's state of organization6.9, 6.10 and 6.11; (ix) resolutions duly adopted copy of a document whereby the Seller waives, releases and discharges each of the Companies from any inter-company Indebtedness that may be outstanding on the Closing Date, including but not limited to, the deferred purchase price of any Asset, payment made by the directors of each Buyer authorizing execution, delivery and performance Seller to third parties under non-competition agreements that benefits any of the terms of this Agreement Companies and consummation payments made by the Seller as part of the transactions contemplated purchase price of any Business, Assets, shares or equity rights that at the Closing Date owned by this Agreement, certified to Sellers' satisfactionany of the Companies; and (x) any such other documents evidence of the performance of all covenants and satisfaction of all conditions required pursuant of Seller by this Agreement, at or prior to the terms of this AgreementClosing, as Purchaser or its counsel may reasonably require.

Transactions at Closing. At the Closing, and on the basis each of the representations, warranties, covenants and agreements made herein and in the Exhibits hereto and in the certificates and other instruments delivered pursuant hereto, and subject to the terms and conditions hereof----------------------- following transactions shall occur: (a) Sellers will 7.2.1 At the Closing, Seller shall deliver to BuyersPurchaser the following: (i) a Xxxx all certificates representing the Shares, duly endorsed for transfer or accompanied by instruments of Sale transfer reasonably satisfactory in form and any other title transfer documents requested by Buyer with respect substance to all Accounts Receivable, Inventory, Intangibles Purchaser and Equipment that is not Leased Equipment executed by Owosso and/or DWZM in the form attached hereto as Exhibit 2.6(a)(i) (the "Xxxx of Sale") and security interest and lien terminations with respect to all liens, pledges, changes, encumbrances, claims, security interests, easements, covenants, conditions and restriction on such Accounts Receivable, Inventory, Intangibles and Equipmentits counsel; (ii) subsistence copies of the consents and waivers described in Section 5.5 which have been obtained; (iii) certificates regarding each of Owosso compliance or a certificate of good standing of ADI and DWZMtax status, issued as of the most recent practicable date, from the appropriate Governmental Authority of the jurisdiction of its incorporation and any other jurisdiction which is set forth in Schedule 3.1 hereto; (iv) certified copies of resolutions of the Board of Directors of ADI approving the transactions set forth in this Agreement; (v) certificate of incumbency for the officers of ADI; (vi) the Non-Competition Agreements, executed by ADI; (vii) the certificate of Seller and a recent date duly authorized officer of ADI described in Section 5.4; (viii) an opinion of counsel for Seller and ADI in such form as counsel to the parties shall agree; (ix) the License Agreements, executed by Licensee(s); (x) all minute books, corporate seals and corporate records of ADI; (xi) copies of the Certificate of Incorporation or other applicable governing instruments, and all amendments thereof, of ADI, certified by the Secretary of State of the state in which such corporations' states of organizationentity is incorporated; (iiixii) resolutions duly adopted copies of the bylaws or other applicable governing instruments of ADI certified by the directors of SellersSecretary as being correct, complete and in full force and effect on the shareholder(s) of DWZM authorizing execution, delivery and performance of the terms of this Agreement and consummation of the transactions contemplated by this Agreement, certified to Buyers' satisfactionClosing Date; (ivxiii) an Assignment the resignation of each of the directors and Assumption officers of Contracts and such other instruments pursuant to which Sellers assign to Xxxxxx Sub the Assigned Contracts and Xxxxxx Sub assumes Sellers' obligations thereunder, in the form attached hereto as Exhibit 2.6(a)(iv) (the "Assignment and Assumption of Contracts")ADI; (vxiv) a certification that neither Seller is a foreign personthe Borg Employment Agreement, Gerard Employment Agreement and Brazelton Employment Xxxxxxent described in Section 2.0; (vixv) an agreement pertaining to Xxxxxx Sub's use of Sellers' computer systems currently used in the operation of the BusinessEmployee Proprietary Rights Agreements for Martin Borg, in the form attached hereto as Exhibit 2.6(a)(vi) (the "Transition Services Agreement")Karen Gerard and Paul Brazelton; (viixvx) an agreement pertaining to certain dealer buy-back obligations of Sellers imposed by law with regard to the repurchase of inventory in connection with the termination of Xxxxxx Industries dealerships and the indemnification of Buyers with respect to, among other things, profits on the sale of such inventory repurchased, in the form attached hereto as Exhibit 2.6(a)(vii) (the "Reimbursement Agreement");xxx Xxxxxing Exxxxxxx Xxxxxxetary Rights Agreements (viii) the books and records maintained by Sellers and relating to the Business; and (ixxvii) such other documents required pursuant and instruments as counsel for Purchaser shall reasonable require. 7.2.2 At the Closing, Purchaser shall deliver to Seller, or shall cause to be delivered to the terms of this Agreement or Shareholders as reasonably requested by Buyers in order to facilitate or effect indicated, the transfer and conveyance of the Xxxxxx Assets to Xxxxxx Sub. (b) Buyers will deliver to Sellersfollowing: (i) By wire transfer the Cash Portion of immediately available funds, an amount equal to Two Million, Four Hundred Ten Thousand Dollars ($2,410,000), as adjusted by the Estimated Adjustment AmountPurchase Price; (ii) the NoteStock Portion of the Purchase Price; (iii) the Security AgreementByrne Note and the Levinson Note; (ivix) the Guaranty Agreementxxe Non-Competitxxx Xxxxements, executed by Purchaser; (v) an Assignment and Assumption certified copies of Contracts the resolutions of the Board of Directors of Purchaser approving the transactions set forth in form and substance acceptable to Buyerthis Agreement; (vi) certificates of incumbency for the Transition Services Agreementofficers of Purchaser; (vii) the Reimbursement Agreementcertificate of a duly authorized officer of Purchaser described in Section 6.3; (viii) a good standing certificate with respect an opinion of counsel for Purchaser in such form as counsel to each Buyer, issued as of a recent date by the Secretary of State of each corporation's state of organization;parties shall agree. (ix) resolutions duly adopted by the directors of each Buyer authorizing execution, delivery and performance of the terms of this Agreement and consummation of the transactions contemplated by this Registration Rights Agreement, certified to Sellers' satisfaction; and (x) any such other documents required pursuant to the terms of this Agreement.

Transactions at Closing. (a) At the Closing, and on the basis of the representations, warranties, covenants and agreements made herein and in the Exhibits hereto and in the certificates and other instruments Seller shall deliver or cause to be delivered pursuant hereto, and subject to the terms and conditions hereof: (a) Sellers will deliver to BuyersBuyer: (i) a Xxxx such deeds, bills of Sale sale, general conveyances, certificates of title and any other title instruments of assignment or transfer documents requested by Buyer with respect to the Acquired Assets as the Buyer may reasonably request and as may be necessary to vest in the Buyer or its nominee(s) good record (where applicable) and marketable title to all Accounts Receivableof the Acquired Assets, Inventory, Intangibles in each case free and Equipment that is not Leased Equipment executed by Owosso and/or DWZM clear of all Liens except for Permitted Liens; these transfer instruments will include (a) one or more Bills of Sale in the form attached hereto of Exhibit C, and (b) Assignment of Trademarks, Assignment of Patents and Patent Applications, and Assignment of Copyrights in the forms set forth as Exhibit 2.6(a)(i) (the "Xxxx of Sale") and security interest and lien terminations with respect to all liens, pledges, changes, encumbrances, claims, security interests, easements, covenants, conditions and restriction on such Accounts Receivable, Inventory, Intangibles and EquipmentD; (ii) subsistence certificates regarding each of Owosso and DWZM(if any) representing the Subsidiary Shares, issued as of a recent date by the Secretary of State of such corporations' states of organizationduly endorsed to Buyer; (iii) resolutions duly adopted by the directors of Sellers, and the shareholder(s) of DWZM authorizing execution, delivery and performance of the terms of this Agreement and consummation of the transactions contemplated by this Agreement, certified closing certificates referred to Buyers' satisfactionin Article 9; (iv) an Assignment employment agreements in form and Assumption substance satisfactory to the Buyer, duly executed by each Person listed on Schedule 4.2(a)(iv) (collectively, the “Employment Agreements”); (v) the Legal Opinion; (vi) the Fairness Opinion; (vii) the Escrow Agreement, duly executed by the Seller; (viii) that certain Side Letter between the Buyer and the Seller, duly executed by the Seller; (ix) copies of Contracts each acknowledgment and such other instruments pursuant to which Sellers assign to Xxxxxx Sub the Assigned Contracts and Xxxxxx Sub assumes Sellers' obligations thereunderagreement, in the form attached hereto as Exhibit 2.6(a)(iv) E, duly executed by Acme Global Inc., Cornell Capital Partners, LP and Ardour Capital (the "Assignment and Assumption of Contracts"“Waivers”);; and (v) a certification that neither Seller is a foreign person; (vix) an agreement pertaining to Xxxxxx Sub's use assignment and assumption agreement, a form of Sellers' computer systems currently used in the operation of the Business, in the form which is attached hereto as Exhibit 2.6(a)(vi) F (the "Transition Services “Assumption Agreement"”); (vii) an agreement pertaining to certain dealer buy-back obligations of Sellers imposed , duly executed by law with regard to the repurchase of inventory in connection with the termination of Xxxxxx Industries dealerships and the indemnification of Buyers with respect to, among other things, profits on the sale of such inventory repurchased, in the form attached hereto as Exhibit 2.6(a)(vii) (the "Reimbursement Agreement"); (viii) the books and records maintained by Sellers and relating to the Business; and (ix) such other documents required pursuant to the terms of this Agreement or as reasonably requested by Buyers in order to facilitate or effect the transfer and conveyance of the Xxxxxx Assets to Xxxxxx SubSeller. (b) Buyers will At the Closing the Buyer shall deliver or cause to Sellersbe delivered to the Seller: (i) By wire transfer of immediately available fundsthe Assumption Agreement, an amount equal to Two Million, Four Hundred Ten Thousand Dollars ($2,410,000), as adjusted duly executed by the Estimated Adjustment AmountBuyer; (ii) the NoteCash Purchase Price, less the amount due to Jiri Nor to satisfy in full any outstanding debt owed by the Seller, Ontario or s.r.o. to him (“Nor Repayment”), by wire transfer of immediately available funds to an account that has been designated in writing for such purpose by the Seller (with the Seller making such designation at least 48 hours prior to the Closing); (iii) the Security AgreementDebentures and the Note, each marked canceled; (iv) the Guaranty Escrow Agreement;, duly executed by the Buyer; and (v) an Assignment and Assumption of Contracts the closing certificates referred to in form and substance acceptable to Buyer;Article 10. (vic) At the Transition Services Agreement; (vii) Closing, the Reimbursement Agreement; (viii) a good standing certificate with respect Buyer shall deliver or cause to each Buyer, issued as of a recent date be delivered the Legal Funds by wire transfer to the Secretary of State of each corporation's state of organization; (ix) resolutions duly adopted by the directors of each Buyer authorizing execution, delivery and performance of the terms of this Agreement and consummation of the transactions contemplated by this Agreement, certified to Sellers' satisfaction; and (x) any such other documents required Escrow Agent pursuant to the terms of this the Escrow Agreement. (d) At the Closing, the Buyer shall deliver or cause to be delivered the Nor Repayment by wire transfer to an account that has been designated by Jiri Nor in writing for such purpose.

Transactions at Closing. (a) At the Closing, and on the basis Buyer and/or Globalstar, as applicable, shall deliver to Seller, against delivery by Seller of the representations, warranties, covenants and agreements made herein and items described in the Exhibits hereto and in the certificates and other instruments delivered pursuant hereto, and subject to the terms and conditions hereof: (aSection 11(b) Sellers will deliver to Buyersbelow: (i) a Xxxx The Closing Purchase Price as set forth in Section 4; (ii) Certified copies of Sale resolutions of the sole owner of Buyer and any other title transfer documents requested of the Board of Directors of Globalstar (certified by the Secretary of Globalstar) authorizing this Agreement and the transactions contemplated hereunder; (iii) Instruments of assumption evidencing the assumption by Buyer with respect to all Accounts Receivable, Inventory, Intangibles and Equipment that is not Leased Equipment executed by Owosso and/or DWZM of the Assumed Liabilities in the form attached hereto as Exhibit 2.6(a)(i) (the "Xxxx of Sale") and security interest and lien terminations with respect to all liens, pledges, changes, encumbrances, claims, security interests, easements, covenants, conditions and restriction on such Accounts Receivable, Inventory, Intangibles and Equipment; (ii) subsistence certificates regarding each of Owosso and DWZM, issued as of a recent date by the Secretary of State of such corporations' states of organization; (iii) resolutions duly adopted by the directors of Sellers, and the shareholder(s) of DWZM authorizing execution, delivery and performance of the terms of this Agreement and consummation of the transactions contemplated by this Agreement, certified to Buyers' satisfactionM; (iv) an Assignment The Registration Rights Agreement signed by Globalstar; (v) The Escrow Agreement signed by Buyer and Assumption Globalstar; and (vi) Any other items specified in Section 10 above. (b) At the Closing, Seller shall deliver to Buyer the following against delivery by Buyer of Contracts the items described in Section 11(a) above: (i) Bills of sale, instruments of assignment, duly endorsed certificates, and such other instruments pursuant documents as may be necessary to which Sellers assign assign, transfer and convey title to Xxxxxx Sub the Assigned Contracts and Xxxxxx Sub assumes Sellers' obligations thereunderPurchased Assets to Buyer, in the form attached hereto as Exhibit 2.6(a)(iv) (the "Assignment and Assumption of Contracts"); (v) a certification that neither Seller is a foreign person; (vi) an agreement pertaining to Xxxxxx Sub's use of Sellers' computer systems currently used in the operation of the Business, in the form attached hereto as Exhibit 2.6(a)(vi) (the "Transition Services Agreement"); (vii) an agreement pertaining to certain dealer buy-back obligations of Sellers imposed by law with regard to the repurchase of inventory in connection with the termination of Xxxxxx Industries dealerships and the indemnification of Buyers with respect to, among other things, profits on the sale of such inventory repurchased, in the form attached hereto as Exhibit 2.6(a)(vii) (the "Reimbursement Agreement"); (viii) the books and records maintained by Sellers and relating to the Business; and (ix) such other documents required pursuant to the terms of this Agreement or as reasonably requested by Buyers in order to facilitate or effect the transfer and conveyance of the Xxxxxx Assets to Xxxxxx Sub. (b) Buyers will deliver to Sellers: (i) By wire transfer of immediately available funds, an amount equal to Two Million, Four Hundred Ten Thousand Dollars ($2,410,000), as adjusted by the Estimated Adjustment AmountM; (ii) Evidence reasonably satisfactory to Globalstar of the Notedischarge and release of the Encumbrances on the Purchased Assets (other than Permitted Encumbrances), which satisfaction shall not be unreasonably withheld or delayed; (iii) Evidence of good standing of Seller in the Security Agreementjurisdiction of its organization, and resolutions of Seller (certified by the Secretary of Seller) authorizing this Agreement and the transactions contemplated hereunder; (iv) the Guaranty Agreement;The Registration Rights Agreement signed by Seller; and (v) an Assignment and Assumption of Contracts in form and substance acceptable to Buyer; (vi) the Transition Services Agreement; (vii) the Reimbursement Agreement; (viii) a good standing certificate with respect to each Buyer, issued as of a recent date The Escrow Agreement signed by the Secretary of State of each corporation's state of organization; (ix) resolutions duly adopted by the directors of each Buyer authorizing execution, delivery and performance of the terms of this Agreement and consummation of the transactions contemplated by this Agreement, certified to Sellers' satisfaction; and (x) any such other documents required pursuant to the terms of this AgreementSeller.