Common use of Transactions; Closing Deliveries Clause in Contracts

Transactions; Closing Deliveries. At the Closing: (a) the Seller or the Parent shall deliver, or cause to be delivered, to the Acquiror: (i) one or more stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer, and with any required stock transfer stamps affixed thereto; (ii) one or more stock certificates evidencing the DelAm Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer, and with any required stock transfer stamps affixed thereto; (iii) written resignations of each director of the Company and each director (or the equivalent position in the applicable jurisdiction) of the Transferred Subsidiaries who is an employee of the Parent or an independent director of the Parent, effective as of the Closing, in each case, who is not an employee of the Company or the applicable Transferred Subsidiary, except as requested in writing by the Acquiror not less than five Business Days prior to Closing; (iv) counterparts of each of the Ancillary Agreements duly executed by the Parent, the Seller or their respective applicable Affiliates which are parties thereto; (v) the officer’s certificates provided for in Section 9.03(a) and Section 9.03(d); (vi) a copy, certified as of the Closing Date, by an officer of the Parent, the Seller and each Affiliate of the Seller that is a party to any Transaction Agreement, of the resolutions of such Person’s board of directors (or similar governing body) authorizing the execution and delivery of this Agreement and the other Transaction Agreements (as applicable), and the consummation of the transactions contemplated hereby and thereby (to the extent applicable); (vii) copies (or other evidence) of all valid Governmental Approvals obtained, filed or made by the Parent or the Seller or any of their respective Affiliates in satisfaction of Section 9.01(b); (viii) the opinion provided for in Section 9.03(f); (ix) a good standing certificate from the Secretary of State of the State of Delaware and a certificate of compliance from the Delaware Insurance Department for each of the Company and DelAm, dated as of a date within five days prior to the Closing Date, and a bring down good standing certificate for each of the Company and DelAm from the Secretary of State of the State of Delaware and a bring down compliance certificate for each of the Company and DelAm from the Delaware Insurance Department, dated as of the Closing Date; (x) the original stock transfer and corporate minute books of the Company and DelAm; (xi) copies of the software and software utility (in both source code and object code form) provided for in Section 6.18(b); (xii) (as applicable) an executed receipt evidencing the receipt by the Seller of payment and delivery by the Acquiror of the Cash Consideration and Non-Cash Consideration; and (xiii) a duly executed certificate of non-foreign status (a “FIRPTA Certificate”) from Parent, the Seller, the Company and each of the U.S. Transferred Subsidiaries and any other certifications required under sections 897 or 1445 of the Code, from the other Transferred Subsidiaries, in each case, in a form and manner that complies with section 1445 of the Code and the U.S. Treasury Regulations promulgated thereunder. (b) the Acquiror shall deliver, or cause to be delivered, to the Seller: (i) (A) the Cash Consideration, (B) stock certificates evidencing the Common Stock Consideration, duly endorsed in blank or accompanied by stock powers duly executed in blank, registered in the name of the Seller, (C) certificates evidencing the Equity Units, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, registered in the name of the Seller (the “Equity Units Certificates”), and (D) stock certificates evidencing the Preferred Stock Consideration, duly endorsed in blank or accompanied by stock powers duly executed in blank, registered in the name of the Seller; (ii) (A) counterparts of each of the Ancillary Agreements (other than the Equity Units Documents) duly executed by the Acquiror or its applicable Affiliates, which are parties thereto and (B) copies of each of the Equity Units Documents duly executed by the Acquiror and each other party thereto; (iii) the officer’s certificate provided for in Section 9.02(a); (iv) the opinion provided for in Section 9.02(c); and (v) any copies (or other evidence) of all valid Governmental Approvals obtained, filed or made by the Acquiror or any of its Affiliates in satisfaction of Section 9.01(b); (c) the Acquiror shall deliver, or cause to be delivered, to the Stock Purchase Contract Agent (as defined in the Stock Purchase Contract Agreement) stock certificates (the “Acquiror Equity Unit Preferred Stock Certificates”) evidencing the Acquiror Equity Unit Preferred Stock, duly endorsed in blank or accompanied by stock powers duly executed in blank, registered in the name of the Stock Purchase Contract Agent; (d) the Seller shall deliver, or cause to be delivered, to the Securities Intermediary (as defined in the Indemnification Control Agreement) the Equity Units Certificates for credit to and/or deposit in the Indemnification Collateral Account (as defined in the Indemnification Control Agreement) pursuant to the Indemnification Control Agreement; (e) the Seller and the Acquiror shall cause the Stock Purchase Contract Agent to deliver, or to cause to be delivered, to the Collateral Agent (as defined in the Pledge Agreement) the Acquiror Equity Unit Preferred Stock Certificates for credit to the Collateral Accounts (as defined in the Pledge Agreement) pursuant to the Pledge Agreement; and (f) each party hereto shall deliver to the other such other documents and instruments as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

Transactions; Closing Deliveries. (a) At the Closing: (ai) the Seller Acquiror shall, or shall cause one or more Designated Acquirors to, pay to the Parent shall deliver, or cause to be delivered, the amount specified in Section 2.04(a) by wire transfer of immediately available funds to the Acquiror:account designated by the Parent at least two (2) Business Days prior to the Closing; (iii) the Parent shall, and shall cause the Sellers to (x) deliver to the Acquiror or to the Designated Acquiror designated by the Acquiror in accordance with Section 2.01(a) (A) one or more stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer, and with any required stock transfer stamps affixed thereto; (ii) one or more stock certificates evidencing the DelAm Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer, and with any required stock transfer stamps affixed thereto; (iiiB) written resignations of each director of the Company and each director (or the equivalent position in the applicable jurisdiction) of the Transferred Subsidiaries who is an employee of the Parent or an independent director of the Parent, effective as of the ClosingClosing Date of each director and each statutory auditor of the Companies and each director and each statutory auditor of the Transferred Subsidiaries, in each case, case who is not an employee of the a Company or the applicable Transferred Subsidiary, except as requested in writing and (y) cause title to the Shares to be transferred to the Acquiror or to the Designated Acquiror designated by the Acquiror not less than five Business Days prior in accordance with Section 2.01(a) (including by delivering, or causing the Sellers to Closingdeliver, irrevocable documentation necessary to cause each Company to enter the name of the Acquiror or the Designated Acquiror designated by the Acquiror in accordance with Section 2.01(a) as the sole shareholder of the Shares in the shareholder registry of such Company, duly executed by the applicable Seller or the Parent, as applicable); (iviii) the Parent shall deliver, or cause its applicable Affiliates to deliver, to the Acquiror counterparts of each of the Ancillary Agreements duly executed by the Parent, the Seller Parent or their respective its applicable Affiliates which are parties theretoAffiliates; (v) the officer’s certificates provided for in Section 9.03(a) and Section 9.03(d); (vi) a copy, certified as of the Closing Date, by an officer of the Parent, the Seller and each Affiliate of the Seller that is a party to any Transaction Agreement, of the resolutions of such Person’s board of directors (or similar governing body) authorizing the execution and delivery of this Agreement and the other Transaction Agreements (as applicable), and the consummation of the transactions contemplated hereby and thereby (to the extent applicable); (vii) copies (or other evidence) of all valid Governmental Approvals obtained, filed or made by the Parent or the Seller or any of their respective Affiliates in satisfaction of Section 9.01(b); (viii) the opinion provided for in Section 9.03(f); (ix) a good standing certificate from the Secretary of State of the State of Delaware and a certificate of compliance from the Delaware Insurance Department for each of the Company and DelAm, dated as of a date within five days prior to the Closing Date, and a bring down good standing certificate for each of the Company and DelAm from the Secretary of State of the State of Delaware and a bring down compliance certificate for each of the Company and DelAm from the Delaware Insurance Department, dated as of the Closing Date; (x) the original stock transfer and corporate minute books of the Company and DelAm; (xi) copies of the software and software utility (in both source code and object code form) provided for in Section 6.18(b); (xii) (as applicable) an executed receipt evidencing the receipt by the Seller of payment and delivery by the Acquiror of the Cash Consideration and Non-Cash Consideration; and (xiii) a duly executed certificate of non-foreign status (a “FIRPTA Certificate”) from Parent, the Seller, the Company and each of the U.S. Transferred Subsidiaries and any other certifications required under sections 897 or 1445 of the Code, from the other Transferred Subsidiaries, in each case, in a form and manner that complies with section 1445 of the Code and the U.S. Treasury Regulations promulgated thereunder. (biv) the Acquiror shall deliver, or cause to be delivered, to the Seller: (i) (A) the Cash Consideration, (B) stock certificates evidencing the Common Stock Consideration, duly endorsed in blank or accompanied by stock powers duly executed in blank, registered in the name of the Seller, (C) certificates evidencing the Equity Units, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, registered in the name of the Seller (the “Equity Units Certificates”), and (D) stock certificates evidencing the Preferred Stock Consideration, duly endorsed in blank or accompanied by stock powers duly executed in blank, registered in the name of the Seller; (ii) (A) Parent counterparts of each of the Ancillary Agreements (other than the Equity Units Documents) duly executed by the Acquiror or its applicable Affiliates, which are parties thereto and (B) copies of each of the Equity Units Documents duly executed by the Acquiror and each other party thereto; (iii) the officer’s certificate provided for in Section 9.02(a); (iv) the opinion provided for in Section 9.02(c); and (v) any copies (or other evidence) of all valid Governmental Approvals obtained, filed or made by the Acquiror or any of its Affiliates in satisfaction of Section 9.01(b); (c) the Acquiror shall deliver, or cause to be delivered, to the Stock Purchase Contract Agent (as defined in the Stock Purchase Contract Agreement) stock certificates (the “Acquiror Equity Unit Preferred Stock Certificates”) evidencing the Acquiror Equity Unit Preferred Stock, duly endorsed in blank or accompanied by stock powers duly executed in blank, registered in the name each of the Stock Purchase Contract Agent; (d) the Seller shall deliver, or cause to be delivered, to the Securities Intermediary (as defined in the Indemnification Control Agreement) the Equity Units Certificates for credit to and/or deposit in the Indemnification Collateral Account (as defined in the Indemnification Control Agreement) pursuant to the Indemnification Control Agreement; (e) the Seller and the Acquiror shall cause the Stock Purchase Contract Agent to deliver, or to cause to be delivered, to the Collateral Agent (as defined in the Pledge Agreement) the Acquiror Equity Unit Preferred Stock Certificates for credit to the Collateral Accounts (as defined in the Pledge Agreement) pursuant to the Pledge Agreement; and (f) each party parties hereto shall will deliver to the other such other documents and instruments as may be reasonably necessary to consummate the transactions contemplated by this Agreement. (b) In addition to the deliverables set forth in Section 2.06(a), at or prior to the Closing, (i) the Parent shall deliver to the Acquiror the certificate referred to in Section 8.03(a)(iv), and (ii) the Acquiror shall deliver to the Parent the certificate referred to in Section 8.02(a)(iv). (c) Promptly following the Closing, the Acquiror and the Parent shall, and the Parent shall cause the Sellers to, (i) cause the Companies to enter the name of the Acquiror or the Designated Acquiror designated by the Acquiror in accordance with Section 2.01(a) as the sole shareholder of the Shares in the shareholder registry of each Company, and (ii) cause new directors and statutory auditors of the Companies and the Transferred Subsidiaries to be appointed and registered in the commercial registry.

Transactions; Closing Deliveries. At the Closing: (a) To document the Seller or transactions contemplated by this Agreement, at the Parent shall deliverClosing, or cause to be delivered, the Sellers will deliver to the Acquiror: (i) one or more except as set forth in Section 2.05(d), all stock certificates evidencing the Transferred Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer, together with certified copies of the resolutions of the board of directors of the appropriate Transferred Company approving and with any required stock authorizing the transfer stamps affixed theretothereof; (ii) one or more stock certificates all instruments evidencing the DelAm Shares, Transferred Debt duly endorsed by the appropriate Seller, but without guarantee of payment, to the order of the Acquiror or its designee, together with in blank or accompanied by stock powers the case of each of (A) GEFA-Japan’s 2.25% guaranteed notes due April 30, 2008 and (B) the GECC Debt that does not consist of registered bonds (kimei-shasai), either (x) written notice of transfer duly executed by GECC or GE Capital Asia, as applicable, or (y) written notice of acceptance duly executed by GEFA-Japan, in proper form for transfereither case, and with any required stock transfer stamps affixed thereto;a certified date (kakutei-hiduke); and (iii) written resignations of each director of the Company directors and statutory auditors of each director (or the equivalent position in the applicable jurisdiction) of the Transferred Subsidiaries who is an employee of the Parent or an independent director of the ParentCompanies, effective as of the Closing, in each case, who is not an employee of the Company or the applicable Transferred Subsidiary, except as requested in writing other than those designated by the Acquiror not less than by notice delivered to the Sellers at least five Business Days prior to the Closing Date. (b) To further document the transactions contemplated by this Agreement, at or prior to the Closing, the Sellers (or one or more of their Affiliates, as applicable) and the Acquiror (or one or more of its Affiliates, as applicable) will enter into and deliver to each other (and/or their Affiliates, if applicable): (i) the Hedging Payment and Reimbursement Guaranty; (ii) the Notes Payment and Reimbursement Guaranty; (iii) the Transition Services Agreement; (iv) counterparts of each of the Ancillary Agreements duly executed by the Parent, the Seller or their respective applicable Affiliates which are parties theretoTransitional Trademark License Agreement; (v) the officer’s certificates provided for in Section 9.03(a) and Section 9.03(d)Computer Services Agreement; (vi) a copy, certified as of the Closing Date, by an officer of the Parent, the Seller and each Affiliate of the Seller that is a party to any Transaction Intellectual Property Cross-License Agreement, of the resolutions of such Person’s board of directors (or similar governing body) authorizing the execution and delivery of this Agreement and the other Transaction Agreements (as applicable), and the consummation of the transactions contemplated hereby and thereby (to the extent applicable);; and (vii) copies an unconditional release (or other evidencein form and substance reasonably satisfactory to the Sellers) of all valid Governmental Approvals obtained, filed or made by the Parent or the Seller or any of their respective Affiliates in satisfaction of Section 9.01(b); (viii) the opinion provided for in Section 9.03(f); (ix) a good standing certificate GEFAHI from the Secretary of State of the State of Delaware and a certificate of compliance from the Delaware Insurance Department for each of the Company and DelAmits obligations under that certain Guaranty, dated as of a date within five days June 19, 1998, in favor of AIG Financial Products Corp. (c) In addition to the foregoing, at or prior to the Closing DateClosing, and a bring down good standing certificate for each of the Company and DelAm from the Secretary of State of the State of Delaware and a bring down compliance certificate for each of the Company and DelAm from the Delaware Insurance Department, dated as of the Closing Date; (x) the original stock transfer and corporate minute books of the Company and DelAm; (xi) copies of the software and software utility (in both source code and object code form) provided for in Section 6.18(b); (xii) (as applicable) an executed receipt evidencing the receipt by the Seller of payment and delivery by the Acquiror of the Cash Consideration and Non-Cash Consideration; and (xiii) a duly executed certificate of non-foreign status (a “FIRPTA Certificate”) from Parent, the Seller, the Company and each of the U.S. Transferred Subsidiaries and any other certifications required under sections 897 or 1445 of the Code, from the other Transferred Subsidiaries, in each case, in a form and manner that complies with section 1445 of the Code and the U.S. Treasury Regulations promulgated thereunder. (b) the Acquiror shall deliver, or cause to be delivered, to the Seller: (i) (Athe Sellers will deliver to the Acquiror the certificates referred to in Sections 8.02(a)(iii) the Cash Consideration, (B) stock certificates evidencing the Common Stock Consideration, duly endorsed in blank or accompanied by stock powers duly executed in blank, registered in the name of the Seller, (C) certificates evidencing the Equity Units, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, registered in the name of the Seller (the “Equity Units Certificates”and 8.02(e)(ii), and (D) stock certificates evidencing the Preferred Stock Consideration, duly endorsed in blank or accompanied by stock powers duly executed in blank, registered in the name of the Seller; (ii) (A) counterparts of each of the Ancillary Agreements (other than the Equity Units Documents) duly executed by the Acquiror or its applicable Affiliates, which are parties thereto and (B) copies of each of the Equity Units Documents duly executed by the Acquiror and each other party thereto; (iii) the officer’s certificate provided for in Section 9.02(a); (iv) the opinion provided for in Section 9.02(c); and (v) any copies (or other evidence) of all valid Governmental Approvals obtained, filed or made by the Acquiror or any of its Affiliates in satisfaction of Section 9.01(b); (c) the Acquiror will deliver to the Sellers the certificate referred to in Section 8.01(a)(iii). (d) If the Sellers are unable to locate the stock certificates representing the XX Xxxxxx Services Shares following a diligent search after the date of this Agreement, then GEFAHI shall deliverpromptly following its determination that such stock certificates will not be found take such actions as are necessary to invalidate the existing stock certificates representing the XX Xxxxxx Services Shares and, or cause to be deliveredas promptly as practicable following the Closing, to the Stock Purchase Contract Agent (as defined in the Stock Purchase Contract Agreement) have XX Xxxxxx Services reissue new stock certificates (the “Acquiror Equity Unit Preferred Stock New Certificates”) evidencing representing the XX Xxxxxx Services Shares under the Commercial Code of Japan in such denominations as designated by the Acquiror. Pending the reissue of the New Certificates, GEFAHI shall ensure that the Acquiror Equity Unit Preferred Stock(or its designee) shall enjoy following the Closing control over XX Xxxxxx Services as if the Acquiror (or its designee) were the sole record shareholder of XX Xxxxxx Services, duly endorsed and shall exercise its voting rights at a general meeting of XX Xxxxxx Services’ shareholders or otherwise in blank accordance with the Acquiror’s instructions. The Acquiror shall cooperate with GEFAHI through XX Xxxxxx in completing the requisite procedures for invalidating and reissuing the New Certificates and shall indemnify, defend and hold harmless the Sellers from and against any and all Losses suffered or accompanied incurred by stock powers duly executed in blank, registered in the name Sellers or any of their Affiliates arising solely and directly from holding the Stock Purchase Contract Agent; (d) the Seller shall deliver, or cause to be delivered, to the Securities Intermediary (as defined in the Indemnification Control Agreement) the Equity Units Certificates for credit to and/or deposit in the Indemnification Collateral Account (as defined in the Indemnification Control Agreement) XX Xxxxxx Services Shares and exercising voting rights pursuant to the Indemnification Control Agreement; (e) Acquiror’s instructions following the Seller Closing. The Sellers shall indemnify, defend and hold harmless the Acquiror, its Affiliates and the Acquiror shall cause Transferred Companies from and against any and all Losses suffered or incurred by the Stock Purchase Contract Agent Acquiror, its Affiliates or any of the Transferred Companies arising solely and directly from the Sellers’ failure to deliver, or to cause to be delivered, transfer to the Collateral Agent (as defined in Acquiror the Pledge Agreement) stock certificates representing the Acquiror Equity Unit Preferred Stock Certificates for credit to the Collateral Accounts (as defined in the Pledge Agreement) pursuant to the Pledge Agreement; and (f) each party hereto shall deliver to the other such other documents and instruments as may be reasonably necessary to consummate the transactions contemplated by this AgreementXX Xxxxxx Services Shares.

Transactions; Closing Deliveries. At (a) To document the transactions contemplated by this Agreement, at the Closing: (ai) the Acquiror shall pay to the Seller the Estimated Purchase Price by wire transfer of immediately available funds to an account designated by the Seller at least two (2) Business Days prior to the Closing; and (ii) the Seller or the Parent shall deliver, or cause to be delivered, deliver to the Acquiror: Acquiror (iA) one or more stock certificates evidencing the Shares, duly endorsed in blank or accompanied Shares owned by stock powers duly executed in proper form for transfer, and with any required stock transfer stamps affixed thereto; (ii) one or more stock certificates evidencing the DelAm Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer, and with any required stock transfer stamps affixed thereto; (iii) written resignations of each director of the Company and each director (or the equivalent position in the applicable jurisdiction) of the Transferred Subsidiaries who is an employee of the Parent or an independent director of the Parent, effective as of the Closing, in each case, who is not an employee of the Company or the applicable Transferred Subsidiary, except as requested in writing by the Acquiror not less than five Business Days prior to Closing; (iv) counterparts of each of the Ancillary Agreements duly executed by the Parent, the Seller or their respective applicable Affiliates which are parties thereto; (v) the officer’s certificates provided for in Section 9.03(a) and Section 9.03(d); (vi) a copy, certified as of the Closing Date, by an officer of the Parent, the Seller and each Affiliate of the Seller that is a party to any Transaction Agreement, of the resolutions of such Person’s board of directors (or similar governing body) authorizing the execution and delivery of this Agreement and the other Transaction Agreements (as applicable), and the consummation of the transactions contemplated hereby and thereby (to the extent applicable); (vii) copies (or other evidence) of all valid Governmental Approvals obtained, filed or made by the Parent or the Seller or any of their respective Affiliates in satisfaction of Section 9.01(b); (viii) the opinion provided for in Section 9.03(f); (ix) a good standing certificate from the Secretary of State of the State of Delaware and a certificate of compliance from the Delaware Insurance Department for each of the Company and DelAm, dated as of a date within five days prior to the Closing Date, and a bring down good standing certificate for each of the Company and DelAm from the Secretary of State of the State of Delaware and a bring down compliance certificate for each of the Company and DelAm from the Delaware Insurance Department, dated as of the Closing Date; (x) the original stock transfer and corporate minute books of the Company and DelAm; (xi) copies of the software and software utility (in both source code and object code form) provided for in Section 6.18(b); (xii) (as applicable) an executed receipt evidencing the receipt by the Seller of payment and delivery by the Acquiror of the Cash Consideration and Non-Cash Consideration; and (xiii) a duly executed certificate of non-foreign status (a “FIRPTA Certificate”) from Parent, the Seller, the Company and each of the U.S. Transferred Subsidiaries and any other certifications required under sections 897 or 1445 of the Code, from the other Transferred Subsidiaries, in each case, in a form and manner that complies with section 1445 of the Code and the U.S. Treasury Regulations promulgated thereunder. (b) the Acquiror shall deliver, or cause to be delivered, to the Seller: (i) (A) the Cash Consideration, (B) stock certificates evidencing the Common Stock Considerationit, duly endorsed in blank or accompanied by stock powers duly executed in blank, registered in the name and (B) written resignations of each of the Sellerdirectors of the Company and each of the Transferred Subsidiaries other than those directors with respect to which the Acquiror shall have notified the Seller in writing at least two (2) Business Days prior to the Closing to not so resign. (b) To further document the transactions contemplated by this Agreement, (C) certificates evidencing at or prior to the Equity UnitsClosing, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, registered in the name of Parent and the Seller (or one or more of their Affiliates, as applicable) shall enter into and deliver to the “Equity Units Certificates”Acquiror (or its Affiliates, if applicable), and the Acquiror (Dor its Affiliates, if applicable) stock certificates evidencing shall enter into and deliver to Parent and the Preferred Stock ConsiderationSeller (or one or more of their Affiliates, duly endorsed in blank or accompanied by stock powers duly executed in blank, registered in as applicable): (i) the name of the SellerAdministrative Services Agreement; (ii) (A) counterparts of each of the Ancillary Agreements (other than the Equity Units Documents) duly executed by the Acquiror or its applicable Affiliates, which are parties thereto and (B) copies of each of the Equity Units Documents duly executed by the Acquiror and each other party theretoReinsurance Agreements; (iii) the officer’s certificate provided for in Section 9.02(a)Transition Services Agreements; (iv) the opinion provided for in Trust Agreements; (v) the Security and Control Agreements; (vi) IRS Form 8023 (and any corresponding state or local forms) as required to effect the Section 9.02(c)338(h)(10) Elections, completed and properly executed by Parent and Acquiror; and (vvii) any copies (such other agreements, documents, instruments or other evidence) of all valid Governmental Approvals obtained, filed or made certificates reasonably requested by the Acquiror or any of its Affiliates in satisfaction of Section 9.01(b);other party. (c) Parent and the Seller shall deliver to the Acquiror: (i) a copy of an assignment and assumption agreement that is reasonably satisfactory to the Acquiror shall deliverand its counsel pursuant to which, at or cause prior to be deliveredthe Closing, all right, title and interest in, to or under the Stock Purchase Contract Agent (as defined in Transferred Assets were Transferred to the Stock Purchase Contract Agreement) stock certificates (the “Acquiror Equity Unit Preferred Stock Certificates”) evidencing Company or a Transferred Subsidiary, and that the Acquiror Equity Unit Preferred Stock(or the Company or a Transferred Subsidiary) assumed and agreed to pay, duly endorsed in blank perform, discharge and be responsible for, otherwise indemnify, defend and hold harmless Parent, the Seller and their Affiliates (other than the Company and the Transferred Subsidiaries) for the Transferred Liabilities; and (ii) a copy of an assignment and assumption agreement that is reasonably satisfactory to the Acquiror and its counsel pursuant to which, at or accompanied by stock powers duly executed in blankprior to the Closing, registered in all right, title and interest in, to or under the name Excluded Assets were Transferred to Parent or one or more of its Affiliates (other than the Company and the Transferred Subsidiaries), and that each of Parent and the Seller assumed and agreed to pay, perform, discharge and be responsible for, otherwise indemnify, defend and hold harmless the Acquiror, the Company and the Transferred Subsidiaries for the Excluded Liabilities of the Stock Purchase Contract Agent;Company and the Transferred Subsidiaries directly or indirectly owned by the Seller. (d) the Seller shall deliver, or cause to be delivered, to the Securities Intermediary (as defined in the Indemnification Control Agreement) the Equity Units Certificates for credit to and/or deposit in the Indemnification Collateral Account (as defined in the Indemnification Control Agreement) pursuant to the Indemnification Control Agreement; (e) the Seller Each of Parent and the Acquiror shall cause Seller, on the Stock Purchase Contract Agent to deliverone hand, or to cause to be deliveredand the Acquiror, to on the Collateral Agent (as defined in the Pledge Agreement) the Acquiror Equity Unit Preferred Stock Certificates for credit to the Collateral Accounts (as defined in the Pledge Agreement) pursuant to the Pledge Agreement; and (f) each party hereto other hand, shall deliver to the other a certificate of the Secretary or an Assistant Secretary of each such Person, dated as of the Closing Date, as to the resolutions duly and validly adopted by the board of directors, or other governing body, of such party evidencing its authorization of the execution, delivery and performance of the Transaction Agreements to which such Person is a party and such other documents and instruments as may be reasonably necessary to consummate the other transactions contemplated by this Agreementthe Transaction Agreements. (e) Parent and the Seller shall deliver to the Acquiror each of the subleases contemplated by Section 5.13(a). (f) The Seller shall deliver, and shall cause each of the LPI Insurance Companies to deliver, to the Acquiror a certificate of non-foreign status that complies with the requirements of Section 1445 of the Code, and the Treasury Regulations promulgated thereunder.

Transactions; Closing Deliveries. (a) At the Closing: (ai) the Acquiror shall cause the Escrow Agent, on behalf of the Acquiror, to pay to the Seller the amount specified in Section 2.04(a) by wire transfer of immediately available funds to an account designated by the Seller at least 2 Business Days prior to the Closing; and (ii) the Seller or shall cause the Parent shall deliverEscrow Agent, or cause to be deliveredon behalf of the Seller, to deliver to the Acquiror: Acquiror (iA) one or more stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transferblank; (B) written resignations of each of the directors of the Company and each of the Insurance Subsidiaries; and (C) evidence of the commutation of the HDI Reinsurance Agreement, as contemplated in Section 5.13. (b) To further document the transactions contemplated by this Agreement, at or prior to the Closing, the parties shall cause the Escrow Agent (on behalf of the Seller and with any required stock transfer stamps affixed theretothe Acquiror, as the case may be), to deliver to the Seller (or one or more of its Affiliates, as applicable) and the Acquiror (or one or more of its Affiliates, as applicable) (collectively, the “Transaction Agreements”): (i) the Excluded Business Reinsurance and Administration Agreements; (ii) one or more stock certificates evidencing the DelAm Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer, and with any required stock transfer stamps affixed theretoExcluded Business Reinsurance Payment Guaranty; (iii) written resignations of each director of the Company and each director (or the equivalent position in the applicable jurisdiction) of the Transferred Subsidiaries who is an employee of the Parent or an independent director of the Parent, effective as of the Closing, in each case, who is not an employee of the Company or the applicable Transferred Subsidiary, except as requested in writing by the Acquiror not less than five Business Days prior to ClosingComputer Services Agreement; (iv) counterparts of each of the Ancillary Agreements duly executed by the Parent, the Seller or their respective applicable Affiliates which are parties theretoMWIC Amended and Restated Reinsurance and Administration Agreement; (v) the officer’s certificates provided for in Section 9.03(a) MWIC Amended and Section 9.03(d)Restated Reinsurance and Administration Guaranty; (vi) a copy, certified as of the Closing Date, by an officer of the Parent, the Seller and each Affiliate of the Seller that is a party to any Transaction Transition Services Agreement, of the resolutions of such Person’s board of directors (or similar governing body) authorizing the execution and delivery of this Agreement and the other Transaction Agreements (as applicable), and the consummation of the transactions contemplated hereby and thereby (to the extent applicable); (vii) copies (or other evidence) of all valid Governmental Approvals obtained, filed or made by the Parent or the Seller or any of their respective Affiliates in satisfaction of Section 9.01(b)Transitional Trademark License Agreement; (viii) the opinion provided for in Section 9.03(f)Fort Washington Lease; (ix) a good standing certificate from the Secretary of State of the State of Delaware and a certificate of compliance from the Delaware Insurance Department for each of the Company and DelAm, dated as of a date within five days prior to the Closing Date, and a bring down good standing certificate for each of the Company and DelAm from the Secretary of State of the State of Delaware and a bring down compliance certificate for each of the Company and DelAm from the Delaware Insurance Department, dated as of the Closing DateProgressive Agreement Assignment; (x) the original stock transfer and corporate minute books Excess of the Company and DelAmLoss Reinsurance Agreement; (xi) copies the Excess of the software and software utility (in both source code and object code form) provided for in Section 6.18(b)Loss Reinsurance Payment Guaranty; (xii) (as applicable) an executed receipt evidencing the receipt by the Seller of payment and delivery by the Acquiror of the Cash Consideration and NonIntellectual Property Cross-Cash ConsiderationLicense Agreement; and (xiii) a duly executed certificate of non-foreign status (a “FIRPTA Certificate”) from Parent, the Seller, the Company and each of the U.S. Transferred Subsidiaries and any other certifications required under sections 897 or 1445 of the Code, from the other Transferred Subsidiaries, in each case, in a form and manner that complies with section 1445 of the Code and the U.S. Treasury Regulations promulgated thereunderGECC Guaranty. (bc) the Acquiror shall deliver, or cause to be delivered, In addition to the Seller: foregoing, at or prior to the Closing, (i) (A) the Cash ConsiderationEscrow Agent, (B) stock certificates evidencing the Common Stock Consideration, duly endorsed in blank or accompanied by stock powers duly executed in blank, registered in the name on behalf of the Seller, (C) certificates evidencing will deliver to the Equity Units, duly endorsed Acquiror the certificate referred to in blank or accompanied by stock powers duly endorsed in blank, registered in the name of the Seller (the “Equity Units Certificates”Section 8.02(a)(iii), and (Dii) stock certificates evidencing the Preferred Stock ConsiderationEscrow Agent, duly endorsed in blank or accompanied by stock powers duly executed in blank, registered in the name on behalf of the Seller; (ii) (A) counterparts of each of the Ancillary Agreements (other than the Equity Units Documents) duly executed by the Acquiror or its applicable AffiliatesAcquiror, which are parties thereto and (B) copies of each of the Equity Units Documents duly executed by the Acquiror and each other party thereto; (iii) the officer’s certificate provided for in Section 9.02(a); (iv) the opinion provided for in Section 9.02(c); and (v) any copies (or other evidence) of all valid Governmental Approvals obtained, filed or made by the Acquiror or any of its Affiliates in satisfaction of Section 9.01(b); (c) the Acquiror shall deliver, or cause to be delivered, to the Stock Purchase Contract Agent (as defined in the Stock Purchase Contract Agreement) stock certificates (the “Acquiror Equity Unit Preferred Stock Certificates”) evidencing the Acquiror Equity Unit Preferred Stock, duly endorsed in blank or accompanied by stock powers duly executed in blank, registered in the name of the Stock Purchase Contract Agent; (d) the Seller shall deliver, or cause to be delivered, to the Securities Intermediary (as defined in the Indemnification Control Agreement) the Equity Units Certificates for credit to and/or deposit in the Indemnification Collateral Account (as defined in the Indemnification Control Agreement) pursuant to the Indemnification Control Agreement; (e) the Seller and the Acquiror shall cause the Stock Purchase Contract Agent to deliver, or to cause to be delivered, to the Collateral Agent (as defined in the Pledge Agreement) the Acquiror Equity Unit Preferred Stock Certificates for credit to the Collateral Accounts (as defined in the Pledge Agreement) pursuant to the Pledge Agreement; and (f) each party hereto shall will deliver to the other such other documents and instruments as may be reasonably necessary Seller the certificate referred to consummate the transactions contemplated by this Agreementin Section 8.01(a)(iii).

Transactions; Closing Deliveries. At To document and consummate the transactions contemplated by this Agreement, at the Closing: (a) the Seller or the Parent Acquiror shall deliver, or cause to be delivered, pay to the Acquiror:ESOP the portion of the Closing Payment payable to the ESOP, as reflected in the Allocation Schedule, by wire transfer of immediately available funds to the account designated by the ESOP in the Closing Notice; (ib) the Acquiror shall pay to Xx. Xxxxxx the portion of the Closing Payment payable to Xx. Xxxxxx, as adjusted pursuant to Section 2.5(c)(ii), by wire transfer of immediately available funds to the account designated by Xx. Xxxxxx in the Closing Notice; (c) the Sellers shall deliver to the Acquiror one or more stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer, and with any required stock transfer stamps affixed theretoblank; (iid) one or more stock certificates evidencing DSSC shall deliver to the DelAm Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer, and with any required stock transfer stamps affixed thereto; (iii) Acquiror written resignations of each director of the Company directors and each director (or the equivalent position in the applicable jurisdiction) officers of the Transferred Subsidiaries who is an employee of Companies other than those directors and officers with respect to which the Parent or an independent director of the Parent, effective as of the Closing, in each case, who is not an employee of the Company or the applicable Transferred Subsidiary, except as requested Acquiror shall have notified DSSC in writing by the Acquiror not less than five at least ten (10) Business Days prior to Closingthe Closing to not so resign; (ive) counterparts Each of Xx. Xxxxxx, DSSC and the Acquiror (or one or more of its respective Affiliates, if applicable) shall execute and deliver each of the Ancillary Agreements duly executed by the Parent, the Seller or their respective applicable Affiliates to which are parties theretoit is a party; (vf) The Acquiror shall deliver to the officer’s certificates provided for in Section 9.03(a) and Section 9.03(d); (vi) Sellers a copycertificate of an officer of the Acquiror, certified dated as of the Closing Date, as to the resolutions duly and validly adopted by an officer the Board of Directors of the Parent, the Seller and each Affiliate Acquiror evidencing its authorization of the Seller that is a party to any Transaction Agreementexecution, of the resolutions of such Person’s board of directors (or similar governing body) authorizing the execution delivery and delivery performance of this Agreement and such other documents as may be reasonably necessary to consummate the other Transaction Agreements (as applicable), and the consummation of the transactions contemplated hereby and thereby (to by the extent applicable)Ancillary Agreements; (viig) copies (or other evidence) of all valid Governmental Approvals obtained, filed or made by DSSC shall deliver to the Parent or the Seller or any of their respective Affiliates in satisfaction of Section 9.01(b); (viii) the opinion provided for in Section 9.03(f); (ix) a good standing certificate from the Secretary of State of the State of Delaware and Acquiror a certificate of compliance from the Delaware Insurance Department for each an officer of the Company and DelAmDSSC, dated as of a date within five days prior to the Closing Date, as to the resolutions duly and a bring down good standing certificate for each validly adopted by the Board of Directors of DSSC evidencing its authorization of the Company execution, delivery and DelAm from performance of this Agreement and such other documents as may be reasonably necessary to consummate the Secretary of State other transactions contemplated by the Ancillary Agreements; (h) The ESOP shall deliver to the Acquiror a certificate of the State of Delaware and a bring down compliance certificate for each trustee of the Company ESOP, dated as of the Closing Date, as to the authority of Xx. Xxxxxx, as trustee of the ESOP, to execute and DelAm from deliver, on behalf of the Delaware Insurance DepartmentESOP, this Agreement and such other documents as may be reasonably necessary to consummate the other transactions contemplated by the Ancillary Agreements; (i) DSSC shall cause to be delivered to the Acquiror a legal opinion to the effect set forth in Exhibit J, dated as of the Closing Date; (xj) Xx. Xxxxxx shall deliver to the original stock transfer and corporate minute books of Acquiror the Company and DelAm; (xi) copies of the software and software utility (in both source code and object code form) provided for certificate referred to in Section 6.18(b9.2(a)(i)(C); (xiik) DSSC shall deliver to the Acquiror the certificate referred to in Section 9.2(a)(ii)(C); (l) the Acquiror shall deliver to the Sellers the certificate referred to in Section 9.1(a)(iii); (m) DSSC shall deliver to the Acquiror a certificate of good standing of each of DSSC, CBIC and Alaska Frontier issued by the appropriate Governmental Authority in the state of incorporation of each such Company, each of which shall be dated within twenty (20) Business Days of the Closing Date; (n) DSSC shall deliver to the Acquiror a copy of the Governing Documents of all of the Companies; (o) DSSC shall deliver to the Acquiror a copy of the certificate of authority for CBIC from each jurisdiction in which CBIC is required to obtain such certification; (p) Each of the Sellers shall deliver to the Acquiror a certification duly executed by each such Seller certifying in accordance with Section 1445 of the Code that such Seller is not a “foreign person” as applicabledefined in Section 1445(f)(3) of the Code and that such Seller is therefore exempt from the withholding requirements of said section; (q) DSSC shall cause each of R. Xxxx Xxxxx and Xxxxxx X. Xxxx to execute and deliver to the Acquiror an employment agreement substantially in the form set forth in Exhibit C or Exhibit D, respectively; (r) DSSC shall deliver to the Acquiror a landlord estoppel certificate in the form required by the lease with respect to the parcel of Leased Real Property located in Phoenix, Arizona, executed receipt by the lessor of such parcel of Leased Real Property; (s) DSSC shall deliver to the Acquiror the certificates evidencing the receipt by the Seller capital stock of payment and delivery by the Acquiror each of the Cash Consideration and Non-Cash ConsiderationTransferred Subsidiaries owned directly or indirectly by DSSC; and (xiiit) a duly executed certificate of non-foreign status (a “FIRPTA Certificate”) from Parent, the Seller, the Company and each of the U.S. Transferred Subsidiaries and any other certifications required under sections 897 or 1445 of the Code, from the other Transferred Subsidiaries, in each case, in a form and manner that complies with section 1445 of the Code and the U.S. Treasury Regulations promulgated thereunder. (b) the Acquiror shall deliver, or cause to be delivered, to the Seller: (i) (A) the Cash Consideration, (B) stock certificates evidencing the Common Stock Consideration, duly endorsed in blank or accompanied by stock powers duly executed in blank, registered in the name of the Seller, (C) certificates evidencing the Equity Units, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, registered in the name of the Seller (the “Equity Units Certificates”), and (D) stock certificates evidencing the Preferred Stock Consideration, duly endorsed in blank or accompanied by stock powers duly executed in blank, registered in the name of the Seller; (ii) (A) counterparts of each of the Ancillary Agreements (other than the Equity Units Documents) duly executed by the Acquiror or its applicable Affiliates, which are parties thereto and (B) copies of each of the Equity Units Documents duly executed by the Acquiror and each other party thereto; (iii) the officer’s certificate provided for in Section 9.02(a); (iv) the opinion provided for in Section 9.02(c); and (v) any copies (or other evidence) of all valid Governmental Approvals obtained, filed or made by the Acquiror or any of its Affiliates in satisfaction of Section 9.01(b); (c) the Acquiror shall deliver, or cause to be delivered, to the Stock Purchase Contract Agent (as defined in the Stock Purchase Contract Agreement) stock certificates (the “Acquiror Equity Unit Preferred Stock Certificates”) evidencing the Acquiror Equity Unit Preferred Stock, duly endorsed in blank or accompanied by stock powers duly executed in blank, registered in the name of the Stock Purchase Contract Agent; (d) the Seller shall deliver, or cause to be delivered, to the Securities Intermediary (as defined in the Indemnification Control Agreement) the Equity Units Certificates for credit to and/or deposit in the Indemnification Collateral Account (as defined in the Indemnification Control Agreement) pursuant to the Indemnification Control Agreement; (e) the Seller and the Acquiror shall cause the Stock Purchase Contract Agent to deliver, or to cause to be delivered, to the Collateral Agent (as defined in the Pledge Agreement) the Acquiror Equity Unit Preferred Stock Certificates for credit to the Collateral Accounts (as defined in the Pledge Agreement) pursuant to the Pledge Agreement; and (f) each party hereto DSSC shall deliver to the other Acquiror a certificate of the Chief Financial Officer of DSSC, dated as of the Closing Date, setting forth such other documents Chief Financial Officer’s reasonable, good faith calculation of the expected aggregate maximum amount paid or to be paid by the Companies to the Employees from and instruments as may be reasonably necessary to consummate after January 1, 2010 (the transactions contemplated by this Agreement“Employee Payments Amount”) for the Initial Transaction Bonuses, the termination of the Deferred Compensation Plans and the bonuses described in Section 7.5, collectively.

Transactions; Closing Deliveries. At (a) To document the transactions contemplated by this Agreement, at the Closing: (ai) subject to any post-Closing adjustments set forth in Section 2.05, Acquiror will transfer to Seller, by wire transfer of immediately available funds, the Seller or the Parent shall deliver, or cause to be delivered, to the Acquiror:Purchase Price; and (iii) one Seller shall deliver to Acquiror the certificates or more stock certificates other applicable instruments evidencing the Transferred Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank in proper form for transfertransfer and accompanied by all requisite stock transfer Tax stamps. (b) In addition to the foregoing, at or prior to the Closing, Seller shall enter into and deliver to Acquiror, and with any required stock transfer stamps affixed theretoAcquiror shall enter into and deliver to Seller, the Transition Services Agreement. (c) In addition to the foregoing, at the Closing, Seller shall deliver to Acquiror: (i) a receipt for the Purchase Price; (ii) one a certificate of the Secretary, Assistant Secretary or more stock certificates other duly authorized representative of the Seller, dated the Closing Date, as to the resolutions duly and validly adopted by the Board of Directors of the Seller evidencing its authorization of the DelAm Sharesexecution, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer, delivery and with any required stock transfer stamps affixed theretoperformance of this Agreement and the Ancillary Agreements to which Seller is a party; (iii) written resignations of each director of the Company directors and each director (or the equivalent position in the applicable jurisdiction) officers of the Transferred Subsidiaries who is an employee of the Parent or an independent director of the Parent, effective as of the Closing, in each case, who is not an employee of the Company or the applicable Transferred Subsidiary, except as requested in writing by the Acquiror not less than five Business Days prior to Closing;Company; and (iv) counterparts of each of the Ancillary Agreements duly executed by the Parentsuch other agreements, the Seller or their respective applicable Affiliates which instruments and documents as are parties thereto; (v) the officer’s certificates provided for in Section 9.03(a) and Section 9.03(d); (vi) a copy, certified as of the Closing Date, by an officer of the Parent, the Seller and each Affiliate of the Seller that is a party to any Transaction Agreement, of the resolutions of such Person’s board of directors (or similar governing body) authorizing the execution and delivery of required under this Agreement to be executed and the other Transaction Agreements (as applicable), and the consummation of the transactions contemplated hereby and thereby (to the extent applicable); (vii) copies (or other evidence) of all valid Governmental Approvals obtained, filed or made delivered by the Parent or the Seller or any of their respective Affiliates in satisfaction of Section 9.01(b); (viii) the opinion provided for in Section 9.03(f); (ix) a good standing certificate from the Secretary of State of the State of Delaware and a certificate of compliance from the Delaware Insurance Department for each of the Company and DelAm, dated as of a date within five days prior to the Closing Date, and a bring down good standing certificate for each of the Company and DelAm from the Secretary of State of the State of Delaware and a bring down compliance certificate for each of the Company and DelAm from the Delaware Insurance Department, dated as of the Closing Date; (x) the original stock transfer and corporate minute books of the Company and DelAm; (xi) copies of the software and software utility (in both source code and object code form) provided for in Section 6.18(b); (xii) (as applicable) an executed receipt evidencing the receipt by the Seller of payment and delivery by the Acquiror of the Cash Consideration and Non-Cash Consideration; and (xiii) a duly executed certificate of non-foreign status (a “FIRPTA Certificate”) from Parent, the Seller, the Company and each of the U.S. Transferred Subsidiaries and any other certifications required under sections 897 or 1445 of the Code, from the other Transferred Subsidiaries, in each case, in a form and manner that complies with section 1445 of the Code and the U.S. Treasury Regulations promulgated thereunderat Closing. (bd) the Acquiror shall deliver, or cause to be delivered, In addition to the foregoing, at the Closing, Acquiror and Parent shall deliver to Seller: (i) (A) a receipt for the Cash Consideration, (B) stock certificates evidencing the Common Stock Consideration, duly endorsed in blank or accompanied by stock powers duly executed in blank, registered in the name of the Seller, (C) certificates evidencing the Equity Units, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, registered in the name of the Seller (the “Equity Units Certificates”), and (D) stock certificates evidencing the Preferred Stock Consideration, duly endorsed in blank or accompanied by stock powers duly executed in blank, registered in the name of the SellerTransferred Shares; (ii) (A) counterparts a certificate of each the Secretary or Assistant Secretary of the Acquiror, dated the Closing Date, as to the resolutions duly and validly adopted by the Board of Directors of the Acquiror evidencing its authorization of the execution, delivery and performance of this Agreement and the Ancillary Agreements (other than the Equity Units Documents) duly executed by to which the Acquiror or its applicable Affiliates, which are parties thereto and (B) copies of each of the Equity Units Documents duly executed by the Acquiror and each other party theretois a party; (iii) a certificate of the officer’s certificate provided for in Section 9.02(a);Secretary or Assistant Secretary of the Parent, dated the Closing Date, as to the resolutions duly and validly adopted by the Board of Directors of the Parent evidencing its authorization of the execution, delivery and performance of this Agreement and the Ancillary Agreements to which the Parent is a party; and (iv) the opinion provided for in Section 9.02(c); and (v) any copies (or such other evidence) of all valid Governmental Approvals obtainedagreements, filed or made by the Acquiror or any of its Affiliates in satisfaction of Section 9.01(b); (c) the Acquiror shall deliver, or cause instruments and documents as are required under this Agreement to be delivered, to the Stock Purchase Contract Agent (as defined in the Stock Purchase Contract Agreement) stock certificates (the “executed and delivered by Acquiror Equity Unit Preferred Stock Certificates”) evidencing the Acquiror Equity Unit Preferred Stock, duly endorsed in blank or accompanied by stock powers duly executed in blank, registered in the name of the Stock Purchase Contract Agent; (d) the Seller shall deliver, or cause to be delivered, to the Securities Intermediary (as defined in the Indemnification Control Agreement) the Equity Units Certificates for credit to and/or deposit in the Indemnification Collateral Account (as defined in the Indemnification Control Agreement) pursuant to the Indemnification Control Agreement;at Closing. (e) In addition to the foregoing, promptly after the Closing, Seller and shall deliver all tangible Assets of the Company to Acquiror at Acquiror's principal executive office in the United States or at such other location of Acquiror in the United States that Acquiror shall cause the Stock Purchase Contract Agent specify to deliver, or to cause to be delivered, Seller in writing at least 3 Business Days prior to the Collateral Agent (as defined in the Pledge Agreement) the Acquiror Equity Unit Preferred Stock Certificates for credit to the Collateral Accounts (as defined in the Pledge Agreement) pursuant to the Pledge Agreement; and (f) each party hereto shall deliver to the other such other documents and instruments as may be reasonably necessary to consummate the transactions contemplated by this AgreementClosing Date.