Common use of Transactions at Closing Clause in Contracts

Transactions at Closing. At the Closing, in addition to any other instruments or documents referred to herein: (a) The Buyer shall deliver the Closing Cash Purchase Price as follows: (i) the Escrowed Funds to the Escrow Agent; (ii) [reserved]; (iii) on behalf of the Companies, the amount payable to each Person who is owed a portion of the Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions; (iv) the Shareholder Representative Expense Fund to the Shareholder Representative; (v) the remainder of the Closing Cash Purchase Price (after payment of the foregoing items in Sections 2.3(a)(i) through (iv)) to the Companies by wire transfer to the accounts designated by the Companies (in such ratios as requested by the Companies in writing) at least two Business Days prior to the Closing. (b) Parent shall issue, at the direction of the Companies, as set forth in Section 2.1 hereof, to the Shareholders, the Closing Stock Purchase Price as set forth on, and in accordance with, Schedule 2.1. (c) The Companies and the Shareholders, as applicable shall execute and deliver to the Buyer or its assigns (a) a xxxx of sale, which shall be substantially in the form of Exhibit B (the “Xxxx of Sale”), (b) an assignment of service marks, which shall be substantially in the form of Exhibit C (the “Assignment of Marks”), (c) an assignment of domain names, which shall be in a form mutually agreed upon by the parties (the “Assignment of Domain Names”), (d) an assignment and assumption agreement, which shall be substantially in the form of Exhibit D (the “Assignment and Assumption Agreement”), and (e) such other endorsements, assignments and other good and sufficient instruments of sale, transfer and conveyance, in form and substance reasonably satisfactory to the Buyer and the Companies, as shall be effective to vest in the Buyer or its assigns all of such Companies or Shareholders’, as the case may be, right and title to, and interest in, the Purchased Assets in conformity with the representations and warranties of the Companies herein. Subject to the terms and conditions hereof, at the Closing, the Purchased Assets shall be transferred or otherwise conveyed to the Buyer free and clear of all liabilities, obligations and Encumbrances of any nature whatsoever other than Assumed Liabilities. (d) Each of the parties hereto shall execute and deliver each of the agreements required to be signed by such party pursuant to Sections 8 and 9 hereof.

Transactions at Closing. At the Closing, in addition to any other instruments or documents referred to hereineach of the following transactions shall occur: (a) The Buyer Seller shall deliver to Purchaser the Closing Cash Purchase Price as followsfollowing: (i) the Escrowed Funds to the Escrow Agentthis Asset Purchase Agreement executed by Seller; (ii) [reserved]; (iii) on behalf of the Companies, the amount payable to each Person who is owed a portion of the Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions; (iv) the Shareholder Representative Expense Fund to the Shareholder Representative; (v) the remainder of the Closing Cash Purchase Price (after payment of the foregoing items in Sections 2.3(a)(i) through (iv)) to the Companies by wire transfer to the accounts designated by the Companies (in such ratios as requested by the Companies in writing) at least two Business Days prior to the Closing. (b) Parent shall issue, at the direction of the Companies, as set forth in Section 2.1 hereof, to the Shareholders, the Closing Stock Purchase Price as set forth on, and in accordance with, Schedule 2.1. (c) The Companies and the Shareholders, as applicable shall execute and deliver to the Buyer or its assigns (a) a xxxx of sale, which shall be sale substantially in the form of set forth as Exhibit B 9.2(a)(ii) (the “Xxxx of Sale”)) for all of the Assets that are tangible personal property, duly executed by Seller, and such other good and sufficient instruments of conveyance, transfer and assignment (bin form and substance reasonably acceptable to Purchaser) as shall be necessary to vest Purchaser good and valid title to the Assets free and clear of all Encumbrances; (iii) an assignment of service marks, which shall be all of the Assets that are intangible personal property substantially in the form of set forth as Exhibit C (the “Assignment of Marks”9.2(a)(iii), (c) an which assignment of domain names, which shall be in a form mutually agreed upon by the parties (the “Assignment of Domain Names”), (d) an assignment also contain Purchaser’s undertaking and assumption agreementof the Assumed Liabilities, which shall be substantially in the form of Exhibit D duly executed by Seller (the “Assignment and Assumption Agreement”); (iv) a noncompetition agreement between Purchaser and each of Seller and Shareholder, substantially, in the form set forth as Exhibit 9.2(a)(iv), executed by Seller and Shareholder (the “Noncompetition Agreement”); (v) assignment agreements substantially in the forms set forth as Exhibit 9.2(a)(v) assigning all of the Assets that are Intellectual Property to Purchaser (the “IP Assignment Agreements”); (vi) an assignment of lease agreement substantially in the form of Exhibit 9.2(a)(vi) related to the Hartland, Wisconsin office space of the PPS Business (the “Assignment of Lease”); (vii) a lease agreement substantially in the form of Exhibit 9.2(a)(vii) related to the Darien, Illinois office space of the PPS Business (the “Lease”); (viii) a transition services agreement substantially in the form of Exhibit 9.2(a)(viii) (the “Transition Services Agreement”) executed by Seller; (ix) a card program agreement substantially in the form of Exhibit 9.2(a)(ix) (the “Interim Card Program Agreement”) executed by Seller; (x) the Escrow Agreement executed by Seller; (xi) a certificate executed by Seller as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 (the “Seller Certificate”); (xii) a certificate of the Secretary of Seller (a) certifying, as complete and accurate as of the Closing, attached copies of the governing documents of Seller, (b) certifying and attaching all requisite resolutions or actions of Seller’s board of directors and approving the execution and delivery of this Agreement, the consummation of the transactions contemplated herein, and (ec) certifying to the incumbency and signatures of the officers of Seller executing this Agreement and the other Transaction Documents (the “Officer’s Certificate”); (xiii) physical possession of the Assets where located; (xiv) a credit agreement related to the advancing of funds in connection with the Sony Client relationship of the PPS Business, substantially in the form of Exhibit 9.2(a)(xiv) (the “Credit Agreement”), executed by Seller; (xv) an estimated balance sheet (the “Estimated Balance Sheet”) of the PPS Business as of the close of business on the Closing Date but delivered One (1) business day prior to the Closing; and (xvi) such other endorsements, assignments and other good and sufficient instruments of sale, transfer and conveyance, in form and substance reasonably satisfactory to the Buyer and the Companies, as shall be effective to vest in the Buyer or its assigns all of such Companies or Shareholders’, as the case may be, right and title to, and interest in, the Purchased Assets in conformity with the representations and warranties evidence of the Companies herein. Subject to the terms performance of all covenants and satisfaction of all conditions hereofrequired of Seller by this Agreement, at or prior to the Closing, the Purchased Assets shall be transferred as Purchaser or otherwise conveyed to the Buyer free and clear of all liabilities, obligations and Encumbrances of any nature whatsoever other than Assumed Liabilitiesits counsel may reasonably require. (d) Each of the parties hereto shall execute and deliver each of the agreements required to be signed by such party pursuant to Sections 8 and 9 hereof.

Transactions at Closing. At The following deliveries and transactions shall take place at the Closing, in addition to any other instruments or documents referred to herein: (a) The Buyer KB Online Holdings shall deliver the Closing Cash Purchase Price as followsto BrainPlay and Toyco: (i) such assignments, bills of sale, consents and other instruments, in form and substance satisfactory to BrainPlay, as shall be necessary in the Escrowed Funds reasonable judgment of BrainPlay, to evidence (A) the Escrow Agentassignment, transfer, conveyance and delivery to Toyco of the KB Online Assets and (B) the first installment of the KB Funding Obligation, in accordance with the terms hereof; (ii) [reserved]a counterpart of the Operating Agreement, duly executed by KB Online Holdings; (iii) on behalf a counterpart of the CompaniesLicense Agreement, duly executed by KB Online Holdings (or its designated Affiliate) (the amount payable to each Person who is owed a portion of the Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions"Licensor"); (iv) a counterpart of each of the Shareholder Representative Expense Fund Supply Agreement and the Services Agreement, each duly executed by KB Online Holdings (or its designated Affiliate); (v) final versions of Schedules 2.1(a) and 2.1(c), drafts of which shall be provided to BrainPlay and Toyco not less than five business days prior to the Shareholder RepresentativeClosing Date; and (vi) such further instruments and documents as may be necessary or appropriate to consummate the transactions contemplated herein. (b) BrainPlay will deliver to Toyco and KB Online Holdings: (i) such assignments, bills of sale, consents and other instruments, in form and substance satisfactory to KB Online Holdings, as shall be necessary in the reasonable judgment of KB Online Holdings, to evidence the assignment, transfer, conveyance and delivery to Toyco of the BrainPlay Assets, in accordance with the terms hereof; (ii) a counterpart of the Assumption Agreement, duly executed by BrainPlay; (iii) a counterpart of the Operating Agreement, duly executed by BrainPlay; (iv) final versions of Schedules 2.2(a) and 4.17, drafts of which shall be provided to Toyco and KB Online Holdings not less than five business days prior to the Closing Date; (v) the remainder audited balance sheet of BrainPlay as of March 31, 1999, and the related statements of income and cash flows for the year ended March 31, 1999; (vi) any updated Schedules to this Agreement to reflect matters arising since the date of this Agreement and prior to Closing Cash Purchase Price (after payment which would have been required to have been disclosed pursuant hereto if the same had existed or occurred as of the foregoing items in Sections 2.3(a)(i) through (iv)) to the Companies by wire transfer to the accounts designated by the Companies (in such ratios as requested by the Companies in writing) at least two Business Days or prior to the Closing.date of this Agreement, drafts of which shall be provided to Toyco and KB Online Holdings not less than five business days prior to the Closing Date; and (bvii) Parent shall issue, at such further instruments and documents as may be necessary or appropriate to consummate the direction of the Companies, as set forth in Section 2.1 hereof, to the Shareholders, the Closing Stock Purchase Price as set forth on, and in accordance with, Schedule 2.1transactions contemplated herein. (c) The Companies and the Shareholders, as applicable shall execute and Toyco will deliver to the Buyer or its assigns each of KB Online Holdings and BrainPlay: (ai) a xxxx counterpart of sale, which shall be substantially in the form of Exhibit B (the “Xxxx of Sale”), (b) an assignment of service marks, which shall be substantially in the form of Exhibit C (the “Assignment of Marks”), (c) an assignment of domain names, which shall be in a form mutually agreed upon by the parties (the “Assignment of Domain Names”), (d) an assignment and assumption agreement, which shall be substantially in the form of Exhibit D (the “Assignment and Assumption Agreement”), and duly executed by Toyco; (eii) a counterpart of the Operating Agreement, duly executed by Toyco; (iii) such other endorsements, assignments further instruments and other good and sufficient instruments of sale, transfer and conveyance, in form and substance reasonably satisfactory documents as may he necessary to consummate the Buyer and the Companies, as shall be effective to vest in the Buyer or its assigns all of such Companies or Shareholders’, as the case may be, right and title to, and interest in, the Purchased Assets in conformity with the representations and warranties of the Companies transactions contemplated herein. Subject to the terms and conditions hereof, at the Closing, the Purchased Assets shall be transferred or otherwise conveyed to the Buyer free and clear of all liabilities, obligations and Encumbrances of any nature whatsoever other than Assumed Liabilities. (d) Each of the parties hereto shall execute and deliver each of the agreements required to be signed by such party pursuant to Sections 8 and 9 hereof.

Transactions at Closing. At the Closing, in addition to the delivery of any other instruments or documents referred to herein: (a) The Buyer the FCI Holders shall deliver to Atrium, free and clear of any lien, claim or encumbrance, certificates representing the Closing Cash Purchase Price as follows: (i) the Escrowed Funds to the Escrow AgentFCI Stock, duly endorsed in blank or with duly executed stock powers attached; (ii) [reserved]; (iii) on behalf of the Companies, the amount payable to each Person who is owed a portion of the Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions; (iv) the Shareholder Representative Expense Fund to the Shareholder Representative; (v) the remainder of the Closing Cash Purchase Price (after payment of the foregoing items in Sections 2.3(a)(i) through (iv)) to the Companies by wire transfer to the accounts designated by the Companies (in such ratios as requested by the Companies in writing) at least two Business Days prior to the Closing. (b) Parent the Bishxx Xxxders shall issuedeliver to Atrium, at free and clear of any lien, claim or encumbrance, certificates representing the direction of VBS Exchanged Shares and the CompaniesBNE Exchanged Shares, as set forth duly endorsed in Section 2.1 hereof, to the Shareholders, the Closing Stock Purchase Price as set forth on, and in accordance with, Schedule 2.1.blank or with duly executed stock powers attached; (c) The Companies Atrium shall deliver certificates representing all of the Atrium Exchange Shares, other than the Escrowed Shares (as defined in Section 2.2(e) below), to the Holders as set forth on Schedule 1 hereto; 4 (d) each of Fojtxxxx xxx the Bishxx Xxxders shall complete the "Closing" under and as defined the ShareholdersPurchase Agreement; (e) each of Atrium, Fojtxxxx, xxe Bishxx Xxxders and Bingxxx, Xxxx & Xoulx XXX, in its capacity as applicable Escrow Agent (the "Escrow Agent") shall execute and deliver to the Buyer or its assigns (a) a xxxx of sale, which shall be Buy-Sell Agreement substantially in the form of Exhibit B hereto (the “Xxxx "Buy-Sell Agreement") pursuant to which the Atrium Exchange Shares to be issued to the Bishxx Xxxders hereunder (the "Escrowed Shares") are to be held in escrow by the Escrow Agent to secure certain of Sale”)the Bishxx Xxxders' potential indemnification obligations to Fojtxxxx xxxer the Purchase Agreement; (f) Atrium shall deliver certificates representing all of the Escrowed Shares to the Escrow Agent pursuant to and in accordance with the Buy- Sell Agreement, and each of the Bishxx Xxxders shall deliver stock powers, duly executed in blank, in respect of the Escrowed Shares owned by such Bishxx Xxxder to the Escrow Agent under and pursuant to the Buy-Sell Agreement; (bg) an assignment Atrium shall contribute the VBS Exchanged Shares and the BNE Exchanged Shares to FCI, FCI shall contribute the VBS Exchanged Shares and the BNE Exchanged Shares to Fojtxxxx, Xxjtxxxx xxxll contribute the BNE Exchanged Shares and the BNE Purchased Shares to VBS, and VBS shall contribute the BNE Exchanged Shares and the BNE Purchased Shares to BMC; (h) each of service marks, which the Holders shall be substantially execute and deliver the Atrium Corporation Stockholder Agreement in the form of Exhibit C hereto (the “Assignment "Stockholder Agreement"); (i) Atrium and each of Marks”), (c) an assignment of domain names, which the Holders shall be in execute and deliver a form mutually agreed upon by the parties (the “Assignment of Domain Names”), (d) an assignment and assumption agreement, which shall be substantially Registration Rights Agreement in the form of Exhibit D hereto (the “Assignment and Assumption "Registration Rights Agreement”"), and (e) such other endorsements, assignments and other good and sufficient instruments of sale, transfer and conveyance, in form and substance reasonably satisfactory to the Buyer and the Companies, as shall be effective to vest in the Buyer or its assigns all of such Companies or Shareholders’, as the case may be, right and title to, and interest in, the Purchased Assets in conformity with the representations and warranties of the Companies herein. Subject to the terms and conditions hereof, at the Closing, the Purchased Assets shall be transferred or otherwise conveyed to the Buyer free and clear of all liabilities, obligations and Encumbrances of any nature whatsoever other than Assumed Liabilities.; (dj) Each of the parties hereto Atrium, FCI and Heritage shall execute and deliver an Amendment to the Securities Purchase Agreement dated as of July 3, 1995, originally entered into between FCI and Heritage, and Atrium, FCI and each of the FCI Holders (other than Heritage) shall execute and deliver Amendments to the Stock Exchange Agreements dated as of July 3, 1995 originally entered into between FCI and each of such FCI Holders, in each case substantially identical to the originals of such agreements required other than for the substitution of Atrium and Atrium Stock in place of FCI and FCI Stock (collectively, the "FCI Equity Amendment Documents"); (k) upon cancellation of their respective Original Stock Options, Atrium shall execute and issue to be signed by such party pursuant each of the optionees set forth on Schedule 2 hereto the New Options; and (l) Atrium shall execute and deliver to Sections 8 and 9 hereofHeritage the New Warrant.

Transactions at Closing. At Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, in addition to any other instruments or documents referred to herein: (a) The Buyer Holdco shall deliver to Purchaser certificates representing all the SLUS Shares, US OPS shall deliver to Purchaser certificates representing all the BarbCo 3 Shares, and SLA shall deliver to Purchaser certificates representing all the SLFBH Shares, in each case accompanied by stock powers duly executed in blank or duly executed instruments of transfer; (b) Holdco shall deliver to Purchaser, and Purchaser shall deliver to Holdco, duly executed counterparts of the cross-receipt for the amount paid at the Closing Cash Purchase Price as follows:pursuant to Section 2.3(k); (c) Holdco shall deliver or cause its Affiliates to deliver the Surplus Notes to Purchaser (or a designated Affiliate of Purchaser) or XXXXX; (remainder has been redacted due to commercially sensitive information) (d) Holdco shall deliver to Purchaser, and Purchaser shall deliver to Holdco, duly executed counterparts of the Transition Services Agreement, the Purchaser Transition Services Agreement, the Real Property Lease Agreements, the Sublease Agreement and the MTN Escrow Agreement; (e) Holdco shall deliver to Purchaser copies of any amendments to or replacements of Multiparty Contracts obtained by Sellers, the Transferred Companies and their respective Affiliates pursuant to Section 5.9; (f) Holdco shall deliver to Purchaser copies of any Seller Confidentiality Agreements, but only if such agreements may be assigned in accordance with Section 5.21 and such delivery is not otherwise precluded by the express terms of such agreement; (g) Holdco shall deliver to Purchaser duly executed counterparts of the documents, agreements and instruments listed in Section 2.4(b); (h) Holdco shall deliver to Purchaser, and Purchaser shall deliver to Holdco, duly executed certificates described in Section 8.1(c) and Section 7.1(c), respectively; (i) Sellers shall deliver to Purchaser copies of the Escrowed Funds to written resignations of the Escrow Agentdirectors and officers of the Transferred Companies in accordance with Section 5.28; (iij) [reserved]Sellers and Purchaser shall, or shall cause their respective Affiliates to, execute and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by this Agreement and the Ancillary Agreements; (iiik) on behalf of the CompaniesPurchaser XXXXX (portion has been redacted due to commercially sensitive information) shall pay to Sellers, the amount payable to each Person who is owed a portion of the Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions; (iv) the Shareholder Representative Expense Fund to the Shareholder Representative; (v) the remainder of the Closing Cash Purchase Price (after payment of the foregoing items in Sections 2.3(a)(i) through (iv)) to the Companies by wire transfer of immediately available funds to the an account or accounts designated by the Companies (in such ratios as requested by the Companies in writing) Holdco at least two (2) Business Days prior to the Closing.Closing Date, an amount in cash equal to the Closing Date Purchase Price; XXXXX; (remainder has been redacted due to commercially sensitive information) (bl) Parent Holdco shall issuedeliver to Purchaser evidence that the Intercompany Agreements to be terminated, at commuted or amended in accordance with Section 5.7(a) have been so terminated, commuted or amended, as applicable; (m) Holdco shall deliver to Purchaser evidence that the direction Governmental Approvals referenced in Section 8.3 that were to be made or obtained by Sellers or their Affiliates have been so made or obtained; and Purchaser shall deliver to Holdco evidence that the Governmental Approvals referenced in Section 8.3 that were to be made or obtained by Purchaser or its Affiliates (if any) have been so made or obtained; (n) Holdco shall deliver to Purchaser the Books and Records (in accordance with Section 5.3), other than (i) the Books and Records that are in the possession of any of the Transferred Companies, (ii) the Excluded Books and Records and (iii) the personnel records of the Transferred Employees to the extent delivery or disclosure to Purchaser or its Affiliates is prohibited by Applicable Law; and (o) Each Seller shall deliver to Purchaser either (i) a certificate under Section 1445(b)(2) of the Code providing that such Seller is not a foreign person or (ii) a certificate under Section 1445(b)(3) of the Code providing that the Purchased Company sold by such Seller pursuant to this Agreement is not and has not been a United States real property holding corporation, as set forth defined in Section 2.1 hereof897(c)(2) of the Code, to during the Shareholders, five (5) year period ending on the Closing Stock Purchase Price as set forth onDate, and in accordance with, Schedule 2.1. (c) The Companies and the Shareholders, as applicable shall execute and deliver to the Buyer or its assigns (a) a xxxx of sale, which shall be substantially in the form of Exhibit B (the “Xxxx of Sale”), (b) an assignment of service marks, which shall be substantially in the form of Exhibit C (the “Assignment of Marks”), (c) an assignment of domain names, which shall be in a form mutually agreed upon by the parties (the “Assignment of Domain Names”), (d) an assignment and assumption agreement, which shall be substantially in the form of Exhibit D (the “Assignment and Assumption Agreement”), and (e) such other endorsements, assignments and other good and sufficient instruments of sale, transfer and conveyance, each case in form and substance reasonably satisfactory to the Buyer and the Companies, as shall be effective to vest in the Buyer or its assigns all of such Companies or Shareholders’, as the case may be, right and title to, and interest in, the Purchased Assets in conformity with the representations and warranties of the Companies herein. Subject to the terms and conditions hereof, at the Closing, the Purchased Assets shall be transferred or otherwise conveyed to the Buyer free and clear of all liabilities, obligations and Encumbrances of any nature whatsoever other than Assumed LiabilitiesPurchaser. (dp) Each Seller, and each Affiliate of the parties hereto each Seller, transferring Irish Transferred Assets shall execute and deliver to Purchaser (or other Person, as directed in writing by Purchaser) physical possession of each Irish Transferred Asset which is capable of the agreements required to be signed by such party pursuant to Sections 8 and 9 hereofphysical delivery.

Transactions at Closing. At the Closing, in addition to the delivery of any other instruments or documents referred to hereinherein or in the Merger Agreement: (a) The Buyer Certain of the Klearfold Management Investors, together with other persons, all of whom are listed and specifically identified on Schedule 1B -------- -- hereto, shall deliver to Holding certificates representing the shares of capital stock of Holding held by such persons free and clear of any Lien other than Liens in favor of Holding; Holding shall deliver the promissory notes in the aggregate amount of $35,000 payable to it made by each of the persons listed on Schedule 1B hereto; and such shares of -------- -- capital stock and such promissory notes shall be exchanged and canceled; (b) Heritage shall deliver to Holding free and clear of any Lien, the Old Warrant, marked canceled, and certificates representing the shares of capital stock of Holding referred to in Sections 1(a)(i) - 1(a)(iii) above, duly endorsed in blank or with duly executed stock powers attached; (c) each of the Klearfold Xxxxxx Investors shall deliver to Holding, free and clear of any Lien, certificates representing the shares of Holding stock referred to in Sections 1(b)(i) - 1(b)(iii) above, duly endorsed in blank or with duly executed stock powers attached; (d) each of the AGI Rollover Investors shall deliver to Holding, free and clear of any Lien, certificates representing any shares of AGI Stock delivered pursuant to Section 1(c), duly endorsed in blank and with duly executed stock powers attached, and in addition thereto, Xxxxx Xxxxxxxx and Xxxxx Block shall pay to the Escrow Agent under and as defined in the Merger Agreement and the Escrow Agreement described therein, an amount in each case equal to the Holdback Amount (as defined in Section 1.3(a) of the Merger Agreement) multiplied by the number of AGI Shares contributed by such AGI Investor pursuant to this Section 2.2(d), such amount to be held as part of the Escrow Amount pursuant to Section 1.3(a) of the Merger Agreement and the Escrow Agreement; (e) each of Heritage, the Klearfold Management Investors, and the AGI Investors shall pay to Holding the cash investments described in Section 1 above; (f) the Restated Certificate of Incorporation of Holding, in the form attached hereto as Exhibit A, or in such other form as shall have been approved ------- - in writing by the Majority Heritage Holders, the Majority Klearfold Management Holders and the Majority AGI Holders on or prior to the Closing Cash Purchase Price Date (the "Charter Amendment"), shall be filed with the Secretary of State of the State of ------- --------- Delaware; (g) Holding shall deliver to each of Heritage, the Klearfold Management Investors and the AGI Investors certificates representing all of the shares of Series A Common Stock, in the amounts set forth opposite each such Investor's name in Schedule 4 hereto; -------- - (h) Holding shall enter into agreements with each of the Klearfold Employee Investors, together with the other Klearfold employees listed and specifically identified on Schedule 1C hereto (collectively, the "Klearfold -------- -- --------- Optionees") and the Klearfold Xxxxxx Investors, providing for each of the --------- Klearfold Optionees to receive incentive stock option agreements for the number of shares of Series A Common Stock set forth opposite such Klearfold Optionee's name on Schedule 1C hereto, such shares to be provided by the -------- -- Klearfold Xxxxxx Investors, on the terms referred to in such Schedule 1C and/or -------- -- on such other terms as follows:shall be reasonably satisfactory to the Klearfold Xxxxxx Investors and the Klearfold Optionees and the Board of Directors of Holding as constituted pursuant to Section 2.2(i) below; (i) the Escrowed Funds to the Escrow Agent; (ii) [reserved]; (iii) on behalf Each of the Companies, Investors shall execute and deliver to Holding the amount payable to each Person who is owed a portion of the Transaction Expenses, as specified Stockholder Agreement in the Transaction Expenses Payoff Instructions; form attached hereto as Exhibit B (iv) the Shareholder Representative Expense Fund to "Stockholder ------- - ----------- Agreement"), and the Shareholder Representative; (v) Boards of Directors of Holding, each of its Subsidiaries --------- and AGI as the remainder of Surviving Corporation under the Closing Cash Purchase Price (after payment of the foregoing items in Sections 2.3(a)(i) through (iv)) to the Companies by wire transfer to the accounts designated by the Companies (in such ratios as requested by the Companies in writing) at least two Business Days prior to the Closing. (b) Parent Merger Agreement shall issue, at the direction of the Companies, be constituted as set forth in Section 2.1 hereof3.1(a) of the Stockholder Agreement; (j) Holding, Heritage, and each of the Klearfold Xxxxxx Investors shall execute and deliver the Termination Agreement in the form attached hereto as Exhibit C, pursuant to which each of (i) that certain Investment Agreement dated ------- - as of May 15, 1996, and (ii) the Stockholders' Agreement of Holding dated as of June 7, 1996 (the "Existing Stockholders' Agreement"), shall be terminated with -------- ------------ --------- effect from the Closing Date; Holding and each of the Klearfold Optionees shall execute and deliver a Termination Agreement in the form attached hereto as Exhibit D, pursuant to which the Stock Restriction Agreements of Holding dated ------- - as of June 7, 1996, shall be terminated with effect from the Closing Date; and each of the stockholders of Holding prior to the Shareholders, Closing Date and certain other Affiliates of Holding prior to the Closing Stock Purchase Price as set forth onDate shall execute and deliver a Release similar in substance to Article 1 of the General Release and Agreement in Contemplation of Merger to be delivered pursuant to Section 7.12 of the Merger Agreement, and in accordance with, Schedule 2.1.otherwise reasonably satisfactory to Holding and the releasing parties thereunder; (ck) The Companies Each of the Investors listed on Schedule 5 hereto shall execute and -------- - deliver to Holding an Employment, Non-Competition and Stock Repurchase Agreement in the Shareholdersform referred to in Schedule 5 hereto, with such modifications thereto as applicable -------- - Holding and such Investor shall mutually agree; (l) Each of the Klearfold Optionees shall execute and deliver to the Buyer or its assigns Holding an Agreement relating to Employment and Stock Ownership in form and substance as mutually agreed upon by Holding and such Klearfold Optionee; (am) a xxxx The By-Laws of sale, which Holding shall be substantially amended and restated in the form attached hereto as Exhibit E, and the By-Laws of Exhibit B (the “Xxxx Klearfold and each of Sale”), (b) an assignment of service marks, which its ------- - domestic Subsidiaries shall be substantially amended and restated to conform in form and substance with the form Amended and Restated By-Laws of Holding as set forth in Exhibit C E hereto; ------- - (n) Holding shall adopt an Equity Incentive Plan providing for the “Assignment issuance of Marks”), up to ten percent (c10%) an assignment of domain namesthe fully-diluted common stock equity of the Company, which shall be in a form mutually agreed upon by the parties (the “Assignment of Domain Names”), (d) an assignment and assumption agreement, which shall be substantially in the form of Exhibit D (the “Assignment and Assumption Agreement”), and (e) such other endorsements, assignments and other good and sufficient instruments of sale, transfer and conveyance, in form and substance reasonably satisfactory to the Buyer Majority Heritage Holders, the Majority Klearfold Management Holders and the CompaniesMajority AGI Holders; and (o) immediately following completion of the Closing hereunder, as shall be effective Holding, Acquisition, AGI and the "Participating Stockholders" referred to vest in the Buyer or its assigns all of such Companies or Shareholders’, Merger Agreement shall complete the "Closing" under and as defined in the case may be, right and title to, and interest in, the Purchased Assets Merger Agreement in conformity accordance with the representations and warranties of the Companies herein. Subject to the terms and conditions hereofprovisions thereof, at pursuant to which, among other things, all of the Closing, the Purchased Assets shares of AGI Stock contributed to Holding hereunder shall be transferred or otherwise conveyed to the Buyer free and clear of all liabilities, obligations and Encumbrances of any nature whatsoever other than Assumed Liabilitiescanceled. (d) Each of the parties hereto shall execute and deliver each of the agreements required to be signed by such party pursuant to Sections 8 and 9 hereof.

Transactions at Closing. At the Closing, in addition to any other instruments or documents referred to herein: (a) The Buyer Seller shall deliver the Closing Cash Purchase Price as follows: (i) the Escrowed Funds to the Escrow Agent; (ii) [reserved]; (iii) on behalf of the Companies, the amount payable to each Person who is owed a portion of the Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions; (iv) the Shareholder Representative Expense Fund to the Shareholder Representative; (v) the remainder of the Closing Cash Purchase Price (after payment of the foregoing items in Sections 2.3(a)(i) through (iv)) to the Companies by wire transfer to the accounts designated by the Companies (in such ratios as requested by the Companies in writing) at least two Business Days prior to the Closing. (b) Parent shall issue, at the direction of the Companies, as set forth in Section 2.1 hereof, to the Shareholders, the Closing Stock Purchase Price as set forth on, and in accordance with, Schedule 2.1. (c) The Companies and the Shareholders, as applicable shall duly execute and deliver to the Buyer or its assigns (a) a xxxx nominee or nominees such deeds, bills of sale, which shall be substantially certificates of title, lien discharge instruments (with respect to Mortgage Liens, as described in the form of Exhibit B (the “Xxxx of Sale”), (bSection 5.9 below) an assignment of service marks, which shall be substantially in the form of Exhibit C (the “Assignment of Marks”), (c) an assignment of domain names, which shall be in a form mutually agreed upon by the parties (the “Assignment of Domain Names”), (d) an assignment and assumption agreement, which shall be substantially in the form of Exhibit D (the “Assignment and Assumption Agreement”), and (e) such other endorsements, assignments and other good and sufficient instruments of sale, assignment or transfer and conveyance, in form and substance reasonably satisfactory with respect to the Acquired Assets as the Buyer may reasonably request and the Companies, as shall may be effective necessary to vest in the Buyer or its assigns good record and marketable title to all of such Companies the Acquired Assets, in each case subject to no Encumbrance (as defined in Section 5.9 hereof) except for the Encumbrances specified in Schedule 4.2(a) hereto (the "Permitted Encumbrances"). (b) The Buyer shall deliver to the Seller DM 7,599,000 (the "Closing Payment") by wire transfer thereof in immediately available funds to an account designated by the Seller; and shall deliver to the Holders the Loan Payoff Amounts by wire transfer thereof in immediately available funds to an account designated by the Holders. (c) The Seller shall deliver to Buyer written consents of each of the Contract Obligees to the assignment by Seller to Buyer of all Transferred Agreements as follows: (i) at Closing, with respect to all Transferred Agreements with customers, suppliers or Shareholders’, as the case may be, right and title to, and interest in, vendors of the Purchased Assets in conformity with the representations and warranties Business whose purchases or supplies amount to ten percent (10%) or more of the Companies herein. Subject to the terms products and conditions hereofsales, at the Closingor raw materials and purchases, respectively, of the Purchased Assets shall be transferred Business; (ii) at Closing or otherwise conveyed within 30 days thereafter, written consents with respect to the Buyer free and clear of all liabilities, obligations and Encumbrances of any nature whatsoever other than Assumed LiabilitiesTransferred Agreements. (d) Each of the parties hereto The Buyer shall duly execute and deliver each to the Seller such instruments of assumption with respect to the Assumed Obligations as the Seller may reasonably request. (e) The Seller shall deliver (i) a certificate confirming that it has not changed its partnership name from Xxxxxxxxxxx KG and that it has not adopted and has no plans to adopt as its partnership name any of the agreements required Trade Names, and (ii) an instrument of assignment transferring the Trade Names to the Buyer. (f) The Seller shall be signed by such party pursuant liable for and pay all income, sales, value-added, capital gain, stamp or negotiable instrument, transfer, real estate property and/or gains, and other national, federal, state and local taxes attributable to, arising from, or relating to Sections 8 the sale and 9 hereoftransfer of the Acquired Assets to Buyer.

Transactions at Closing. At the Closing, in addition to any other instruments or documents referred to herein: (a) The Buyer ViewCall shall deliver to NetChannel the Closing Cash Purchase Price as followsfollowing: (i) the Escrowed Funds a Bill of Sale in forx xxd substance reasonably satisfactory to the Escrow AgentNetChannel and its counsel, executed by ViewCall; (ii) [reserved]; (iii) on behalf of the Companies, the amount payable to each Person who is owed a portion of the Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions; (iv) the Shareholder Representative Expense Fund to the Shareholder Representative; (v) the remainder of the Closing Cash Purchase Price (after payment of the foregoing items in Sections 2.3(a)(i) through (iv)) to the Companies by wire transfer to the accounts designated by the Companies (in such ratios as requested by the Companies in writing) at least two Business Days prior to the Closing. (b) Parent shall issue, at the direction of the Companies, as set forth in Section 2.1 hereof, to the Shareholders, the Closing Stock Purchase Price as set forth on, and in accordance with, Schedule 2.1. (c) The Companies and the Shareholders, as applicable shall execute and deliver to the Buyer or its assigns (a) a xxxx of sale, which shall be substantially in the form of Exhibit B (the “Xxxx of Sale”), (b) an assignment of service marks, which shall be substantially in the form of Exhibit C (the “Assignment of Marks”), (c) an assignment of domain names, which shall be in a form mutually agreed upon by the parties (the “Assignment of Domain Names”), (d) an assignment and assumption agreement, which shall be substantially in the form of Exhibit D (the “Assignment and Assumption Agreement”), and (e) such other endorsements, assignments and other good and sufficient instruments of sale, transfer and conveyanceContracts, in form and substance reasonably satisfactory to NetChannel and its counsel, executed by ViewCall; (iii) an Assignment of Copyrights, in form and substance reasonably satisfactory to NetChannel and its counsel, executed by ViewCall; (iv) an opinion of Balboni Ashley & Scxxxxxxxx XXX, witx xxxpect to the Buyer matters set forth in Section 8.5 of this Agreement, and otherwise in form and substance reasonably satisfactory to NetChannel and its counsel; (v) the Escrow Agreement, executed by ViewCall; (vi) a certificate of the President of ViewCall to the effects provided in this Agreement; (vii) evidence of the notice of termination of the relationship between ViewCall and MCA, in form and substance reasonably satisfactory to NetChannel and its counsel; (viii) a letter consenting to the termination of the Fort Knox Software Escrox Xxreement, and to the release from the escrow of any of the items previously deposited in escrow, in form and substance reasonably satisfactory to NetChannel and its counsel; (ix) an estoppel letter executed by NationsBank of Georgia, N.A., to the effect that ViewCall, as of he Closing Date, is not indebted to NationsBank, N.A., in form and substance reasonably satisfactory to NetChannel and its counsel; (x) certified resolutions of the shareholders of ViewCall approving the transactions contemplated by this Agreement and the CompaniesAssociated Agreements. (b) Colorocs shall deliver to NetChannel the following: (i) the Sublease, executed by Colorocs; (ii) the Note Purchase Agreement, executed by Colorocs; (iii) the Notes (as shall be effective to vest defined in the Buyer or Note Purchase Agreement) acquired by NetChannel pursuant to the Note Purchase Agreement, endorsed to NetChannel in and in a form reasonably satisfactory to NetChannel and its assigns all counsel; (iv) the Security Agreement (as defined in the Note Purchase Agreement) acquired by NetChannel pursuant to the Note Purchase Agreement, endorsed to NetChannel in and in a form reasonably satisfactory to NetChannel and its counsel; (v) a UCC-3 assignment statement, executed by Colorocs, evidencing the assignment to NetChannel of such Companies or Shareholders’the Security Agreement; (vi) a UCC-3 assignment statement evidencing the transfer of the security interest held by Russo to Colorocs; (vii) the Escrow Agreement, as executed by Colorocs; (viii) the case may beColorocs Non-Competition Agreement, right executed by Colorocs; (ix) the First Amendment to Investors Rights Agreement, executed by Colorocs; (c) NetChannel shall deliver to ViewCall the following: (i) an Assumption Agreement in respect of the Assumed Liabilities and title tothe obligations of ViewCall under the Conforming Settlements, in form and substance reasonably satisfactory to ViewCall and its counsel; (ii) the Escrow Agreement executed by NetChannel; (iii) an opinion of counsel to NetChannel, with respect to the matters set forth in Section 9.3 of this Agreement, and interest inotherwise in form and substance reasonably satisfactory to ViewCall and its counsel; (iv) a certificate of the President of NetChannel to the effects provided in this Agreement; (v) evidence of the issuance of the options contemplated by Section 2.1 (d) hereof; (vi) evidence of the issuance of 25,000 shares of Series C Preferred to Brian Martin as conxxxxxxxxx xx Section 2.1(c) hereof; (vii) evidence of the offer of employment to all employees of ViewCall; (viii) evidence of the negotiation of a consulting agreement between NetChannel and Alan McKeon, which xxxxxxxxx xhall include noncompetition and nonsolicitation covenants of Alan McKeon rexxxxxxxx xxxxxxxble to NetChannel; and (ix) a certificate of the Purchased Assets Secretary of NetChannel certifying the incumbency of each officer executing documents or instruments to be delivered to ViewCall or Colorocs, attaching (1) a certified copy of the Restated Charter, certified by the Secretary of Sate of Delaware, or, in conformity the event that a certified copy cannot be obtained at Closing, a conformed copy of the Restated Charter as filed with the representations Secretary of Sate of Delaware together with evidence of filing with the Secretary of State of Delaware, (2) the bylaws of NetChannel and warranties all amendments thereto through the Closing Date, (3) resolutions of the Companies herein. Subject to Board of Directors of NetChannel approving (x) the terms transactions contemplated by this Agreement and conditions hereofthe Associated Agreements and (y) the Restated Charter, at (4) a good standing certificate from the Closingsecretaries of State of California, Delaware, and Georgia, in each case certified by the Purchased Assets shall be transferred or otherwise conveyed to Secretary of NetChannel as being true correct an complete as of the Buyer free and clear of all liabilities, obligations and Encumbrances of any nature whatsoever other than Assumed Liabilities.Closing Date; (d) Each NetChannel shall deliver to Colorocs the following: (i) a certificate evidencing 2,300,000 shares of Series B Preferred, registered in the name of Colorocs, representing a portion of the parties hereto shall execute and deliver each consideration payable to Colorocs pursuant to the Note Purchase Agreement; (ii) a certificate evidencing 414,280 shares of Series C Preferred, registered in the name of Colorocs, representing a portion of the agreements required consideration payable to Colorocs pursuant to the Note Purchase Agreement; (iii) a certificate evidencing 400,000 shares of Series C Preferred, registered in the name of Colorocs, representing a portion of the consideration payable to Colorocs pursuant to the Colorocs Noncompetition Agreement; (iv) the Sublease, executed by NetChannel; (v) the Note Purchase Agreement, executed by NetChannel; (vi) the Escrow Agreement, executed by NetChannel; (vii) a certificate of the Secretary of NetChannel certifying the incumbency of each officer executing documents or instruments to be signed delivered to ViewCall or Colorocs, attaching (1) a certified copy of the Restated Charter, certified by such party the Secretary of Sate of Delaware, or, in the event that a certified copy cannot be obtained at Closing, a conformed copy of the Restated Charter as filed with the Secretary of Sate of Delaware together with evidence of filing with the Secretary of State of Delaware, (2) the bylaws of NetChannel and all amendments thereto through the Closing Date, (3) resolutions of the Board of Directors of NetChannel approving (x) the transactions contemplated by this Agreement and the Associated Agreements and (y) the Restated Charter, (4) a good standing certificate from the secretaries of State of California, Delaware, and Georgia, in each case certified by the Secretary of NetChannel as being true correct an complete as of the Closing Date; (ix) the First Amendment to Investors Rights Agreement, executed by NetChannel, and by holders of not less than 66 2/3% of the holders of Registrable Securities thereunder; (e) NetChannel shall deliver to Escrow Agent the following: (i) a certificate evidencing 300,000 shares of Series C Preferred, registered in the name of Colorocs, representing a portion of the consideration payable to Colorocs pursuant to Sections 8 and 9 hereofthe Note Purchase Agreement; (ii) a certificate evidencing 555,556 shares of Series C Preferred, registered in the name of ViewCall, representing a portion of the consideration payable to ViewCall pursuant to this Agreement; (iv) the Escrow Agreement, executed by NetChannel; (f) ViewCall shall deliver to Escrow Agent the following: (i) the Escrow Agreement, executed by ViewCall; (ii) the stock power described in Section 1.2(b) of the Escrow Agreement, executed by ViewCall. (g) Colorocs shall deliver to Escrow Agent the following: (i) the Escrow Agreement, executed by Colorocs; (ii) the stock power described in Section 1.2(a) of the Escrow Agreement, executed by Colorocs.

Transactions at Closing. At the Closing, in addition the following transactions shall take place and no transaction shall be deemed to have been completed or any other instruments or document delivered until all such transactions have been completed and all required documents referred to hereindelivered: (a) The Buyer PPMC shall deliver the Closing Cash Purchase Price as followsfollowing documents: (i) the Escrowed Funds Validly executed stock certificates corresponding to the Escrow AgentCommon Stock issued in the name of the PSF SHAREHOLDERS in the amounts set forth in Schedule I; (ii) [reserved]True copies of all consents and waivers obtained by PPMC, in accordance with the provisions of Section 7.1 below; (iii) on behalf Certificate of good standing from the Secretary of State of the CompaniesState of Delaware, dated at or about the amount payable Closing Date, to each Person who the effect that PPMC is owed a portion in good standing under the laws of the Transaction Expenses, as specified in the Transaction Expenses Payoff Instructionssaid state; (iv) Certified copy of the Shareholder Representative Expense Fund to Certificate of Incorporation of PPMC, as certified by the Shareholder RepresentativeSecretary of State of the State of Delaware at or about the Closing Date; (v) Secretary's certificate duly executed by PPMC's secretary attaching and attesting to the remainder accuracy of: (A) the bylaws of PPMC, (B) the resolutions of PPMC's board of directors hereto issuing and allotting the Common Stock to the PSF SHAREHOLDERS subject to the provisions hereof, approving the transactions contemplated hereby, including the Exchange, appointing the designees of PSF as directors of PPMC, and (C) an incumbency certificate signed by all of the executive officers of PPMC dated at or about the Closing Cash Purchase Price Date; (after payment vi) An officer's certificate duly executed by PPMC'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 foregoing items in Sections 2.3(a)(i) through (iv)) to the Companies by wire transfer to the accounts designated by the Companies (in such ratios as requested by the Companies in writing) at least two Business Days prior to date of the Closing; (vii) Resignation and release letters in the form attached hereto as Exhibit B hereto from each of the current officers and directors of PPMC; (viii) All corporate books and records of PPMC; and (ix) Such other documents and instruments as PSF may reasonably request. (b) Parent PSF shall issue, at deliver or cause to be delivered the direction following documents and/or shall take the following actions: (i) PSF shall deliver to PPMC share certificates in the name of PPMC in respect of all PSF Shares and shall register PSF Shares in the name of PPMC in the shareholders register of PSF; (ii) Certificate of good standing from the Secretary of State of the CompaniesState of Delaware, dated at or about the Closing Date, to the effect that PSF is in good standing under the laws of said state; (iii) Certified copy of the Certificate of Incorporation of PSF, as amended to date certified by the Secretary of State of the State of Delaware at or about the Closing Date; (iv) Secretary's certificate duly executed by PSF's secretary attaching and attesting to the accuracy of: (A) the bylaws of PSF, (B) the resolutions of PSF'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 PSF dated at or about the Closing Date; (v) An officer's certificate duly executed by PSF's chief executive officer of PSF to the effect that the conditions set forth in Section 2.1 hereofSection7.2(a) below have been satisfied, to dated as of the Shareholdersdate of the Closing; and (vi) True copies of all consents and waivers obtained by PSF, the Closing Stock Purchase Price as set forth on, and in accordance with, Schedule 2.1.with the provisions of Section 7.1 below; (c) The Companies and PSF SHAREHOLDERS shall deliver the Shareholdersfollowing documents: (i) to PPMC, as applicable shall execute and deliver to the Buyer or its assigns (a) a xxxx of sale, which shall be substantially duly executed share assignments in the form of attached hereto as Exhibit B (D effecting the “Xxxx of Sale”)immediate and unconditional sale, (b) an assignment of service marks, which shall be substantially in the form of Exhibit C (the “Assignment of Marks”), (c) an assignment of domain names, which shall be in a form mutually agreed upon by the parties (the “Assignment of Domain Names”), (d) an assignment and assumption agreementirrevocable transfer of PSF Securities to PPMC, which shall be substantially in the form of Exhibit D (the “Assignment and Assumption Agreement”), and (e) such other endorsements, assignments and other good and sufficient instruments of sale, transfer and conveyance, in form and substance reasonably satisfactory to the Buyer and the Companies, as shall be effective to vest in the Buyer or its assigns all of such Companies or Shareholders’, as the case may be, right and title to, and interest in, the Purchased Assets in conformity with the representations and warranties of the Companies herein. Subject to the terms and conditions hereof, at the Closing, the Purchased Assets shall be transferred or otherwise conveyed to the Buyer free and clear of all liabilitiesany liens, obligations and Encumbrances or any other third party rights of any nature whatsoever other than Assumed Liabilities.kind and nature, whether voluntarily incurred or arising by operation of law; and (dii) Each to PSF, as agent for PPMC, all share certificates in respect of the parties hereto shall execute and deliver each of the agreements required to be signed by such party pursuant to Sections 8 and 9 hereofPSF Shares.

Transactions at Closing. At the Closing, in addition to any other instruments or documents referred to herein: (a) The Buyer Sellers shall deliver the Closing Cash Purchase Price as follows: (i) the Escrowed Funds to the Escrow Agent; (ii) [reserved]; (iii) on behalf of the Companies, the amount payable to each Person who is owed a portion of the Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions; (iv) the Shareholder Representative Expense Fund to the Shareholder Representative; (v) the remainder of the Closing Cash Purchase Price (after payment of the foregoing items in Sections 2.3(a)(i) through (iv)) to the Companies by wire transfer to the accounts designated by the Companies (in such ratios as requested by the Companies in writing) at least two Business Days prior to the Closing. (b) Parent shall issue, at the direction of the Companies, as set forth in Section 2.1 hereof, to the Shareholders, the Closing Stock Purchase Price as set forth on, and in accordance with, Schedule 2.1. (c) The Companies and the Shareholders, as applicable shall duly execute and deliver to the Buyer Sub or its assigns (a) a xxxx nominee or nominees such deeds, bills of sale, which shall certificates of title and other instruments of assignment or transfer with respect to the Acquired Assets as the Buyer or the Buyer Sub may reasonably request and as may be necessary to vest in the Buyer Sub or its nominee(s) good record (as applicable) and marketable title to all of the Acquired Assets, in each case subject to no Encumbrance (as defined in Section 6.7) except for Permitted Encumbrances (as defined in Section 6.7); these transfer instruments will include one or more Bills of Sale substantially in the form of Exhibit B A hereto (the “Xxxx of Sale”), . (b) an assignment In order to transfer to the Buyer Sub the registered and unregistered trademarks of service marksthe Seller listed in Schedule 1.1(e), which shall be the Sellers and the Buyer Sub will enter into the Trademark Assignments substantially in the form forms of Exhibit C Exhibits B-1 and B-2 hereto (the “Assignment of MarksTrademark Assignments”); in order to transfer to the Buyer Sub the Patents, the Sellers and the Buyer Sub will enter into Patent Assignments substantially in the forms of Exhibits C-1 and C-2 hereto (the “Patent Assignments”). (c) an assignment The Buyer Sub shall duly execute and deliver to the Sellers such instruments of domain namesassumption with respect to the Assumed Liabilities as the Sellers may reasonably request, which shall be in a form mutually agreed upon by the parties (the “Assignment of Domain Names”)including, (d) without limitation, an assignment and assumption agreementof lease with respect to the premises located at 000 Xxxx Xxxxxx, which shall be Xxxxxxxx, Xxxxxxxxxxx, in a form reasonably acceptable to the Seller Sub, and an Assumption Agreement substantially in the form of Exhibit D hereto (the “Assignment and Assumption Agreement”), and (e) such other endorsements, assignments and other good and sufficient instruments of sale, transfer and conveyance, in form and substance reasonably satisfactory to the Buyer and the Companies, as shall be effective to vest in the Buyer or its assigns all of such Companies or Shareholders’, as the case may be, right and title to, and interest in, the Purchased Assets in conformity with the representations and warranties of the Companies herein. Subject to the terms and conditions hereof, at the Closing, the Purchased Assets shall be transferred or otherwise conveyed to the Buyer free and clear of all liabilities, obligations and Encumbrances of any nature whatsoever other than Assumed Liabilities. (d) Each The Sellers and the Buyers shall deliver to each other officers’ certificates substantially in the form of Exhibits G-1 to G-5 hereto, respectively (each such certificate, a “Closing Certificate”). (e) The Sellers will deliver an opinion of counsel substantially in the form of Exhibit H hereto. (f) The Buyer or the Buyer Sub will deliver the Purchase Price as provided in Section 3.1. (g) The Sellers will deliver to the Buyers the schedule of unfilled orders required pursuant to Section 1.1(b). (h) The Sellers will deliver a properly executed certificate of non-foreign status, dated as of the parties hereto shall execute Closing Date, in a form reasonably acceptable to the Buyers and conforming to the requirements of Treasury Regulation Section 1.1445-2(b)(2). (i) The Sellers will deliver each of such Tax clearance, good standing, lien waiver and similar certificates, as the agreements required to be signed by such party pursuant to Sections 8 and 9 hereofBuyers may reasonably request.