Common use of Transactions to be Effected at the Closing Clause in Contracts

Transactions to be Effected at the Closing. At the Closing, the following transactions shall be effected by the parties to this Agreement: (a) Seller Representative, NewCo and/or the Company, as applicable shall deliver or cause to be delivered to Acquiror: (i) a certificate from the (1) California Secretary of State and (2) Franchise Tax Board of the State of California, in each case, certifying that the Company is in good standing and dated no earlier than ten (10) Business Days prior to the Closing Date; (ii) the Payoff Letters, duly executed by the applicable holders of Closing Debt to be paid at Closing, and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt of the Company for borrowed money promptly following the payment of the amount set forth in such Payoff Letter; (iii) a final invoice from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at Closing; (iv) a certificate, dated as of the Closing Date, of the Secretary or executive officer of the Company, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(a), 10.2(a) and 10.3 have been satisfied; (v) a certificate, dated as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable; (vi) evidence, in form and substance reasonably satisfactory to Acquiror, of the resignations or removal of the members of the Board of Directors of the Company and the officers of the Company requested by Acquiror no later than two (2) Business Days prior to the Closing, such resignations or removal to be effective concurrently with the Closing; (vii) a duly executed certificate of non-foreign status, in form and substance reasonably satisfactory to Acquiror, from NewCo in a form and manner that complies with Section 1445(b)(2) of the Code and the Treasury Regulations thereunder, together with a duly executed IRS Form W-9 from NewCo; (viii) a written consent, in form and substance reasonably acceptable to Acquiror, from each of the third parties set forth on Schedule 2.3(a)(viii); (ix) a Spousal Consent from each Seller Guarantor duly executed by the spouse of such Seller Guarantor; (x) the Escrow Agreement, duly executed by NewCo and the Escrow Agent; (xi) the Restrictive Covenant Agreement, duly executed by the Company and Xxxxx Xxxxxxx; and (xii) the Termination Agreement, duly executed by the Company and Xxxxx Xxxxxxx. (b) Acquiror shall pay or deliver or cause to be paid or delivered (as applicable): (i) the following payments: (A) to NewCo, the Estimated Total Stock Purchase Consideration (less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6), paid by wire transfer of immediately available funds to the bank account or accounts designated in writing by NewCo on the Payment Schedule delivered pursuant to Section 2.4(a)(i)(B) in the amounts set forth therein; (B) to the holders of Debt for borrowed money identified on Schedule 3.9(c) of the Company Disclosure Letter, the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; (C) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (E) to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; (ii) to NewCo, the Escrow Agreement, duly executed by Xxxxxxxx; (iii) to NewCo, an executed copy of the resolutions authorizing Xxxxxxxx’s execution, delivery and performance of this Agreement and the Acquiror Ancillary Agreements and the consummation of the transactions contemplated hereunder and xxxxxxxxxx; and (iv) to NewCo, a certificate from an officer of Acquiror, in form and substance reasonably satisfactory to NewCo, certifying that the conditions set forth in Sections 9.1 and 9.2 have been satisfied, as applicable.

Transactions to be Effected at the Closing. At the Closing, the following transactions shall be effected by the parties to this Agreement: (a) Seller Representative, NewCo and/or the Company, as applicable shall deliver or cause to be delivered to Acquiror: (i) a certificate from the (1) California Secretary of State and (2) Franchise Tax Board of the State of California, in each case, certifying that the Company is in good standing and dated no earlier than ten (10) Business Days prior to the Closing Date; (ii) the Payoff Letters, duly executed by the applicable holders of Closing Debt to be paid at Closing, and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt of the Company for borrowed money promptly following the payment of the amount set forth in such Payoff Letter; (iii) a final invoice from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at Closing; (iv) a certificate, dated as of the Closing Date, of the Secretary or executive officer of the Company, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(a), 10.2(a) and 10.3 have been satisfied; (v) a certificate, dated as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable; (vi) evidence, in form and substance reasonably satisfactory to Acquiror, of the resignations or removal of the members of the Board of Directors of the Company and the officers of the Company requested by Acquiror no later than two (2) Business Days prior to the Closing, such resignations or removal to be effective concurrently with the Closing; (vii) a duly executed certificate of non-foreign status, in form and substance reasonably satisfactory to Acquiror, from NewCo in a form and manner that complies with Section 1445(b)(2) of the Code and the Treasury Regulations thereunder, together with a duly executed IRS Form W-9 from NewCo; (viii) a written consent, in form and substance reasonably acceptable to Acquiror, from each of the third parties set forth on Schedule 2.3(a)(viii); (ix) a Spousal Consent from each Seller Guarantor duly executed by the spouse of such Seller Guarantor; (x) the Escrow Agreement, duly executed by NewCo and the Escrow Agent; (xi) the Restrictive Covenant Agreement, duly executed by the Company and Xxxxx Xxxxxxx; and (xii) the Termination Agreement, duly executed by the Company and Xxxxx Xxxxxxx. (b) Acquiror shall pay or deliver or cause to be paid or delivered (as applicable): (i) the following payments: (A) to NewCo, the Estimated Total Stock Purchase Consideration (less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6), paid by wire transfer of immediately available funds to the bank account or accounts designated in writing by NewCo on the Payment Schedule delivered pursuant to Section 2.4(a)(i)(B) in the amounts set forth therein; (B) to the holders of Debt for borrowed money identified on Schedule 3.9(c) of the Company Disclosure Letter, the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; (C) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (E) to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; ; (ii) to NewCo, the Escrow Agreement, duly executed by Xxxxxxxx; (iii) to NewCo, an executed copy of the resolutions authorizing Xxxxxxxx’s execution, delivery and performance of this Agreement and the Acquiror Ancillary Agreements and the consummation of the transactions contemplated hereunder and xxxxxxxxxx; and (iv) to NewCo, a certificate from an officer of Acquiror, in form and substance reasonably satisfactory to NewCo, certifying that the conditions set forth in Sections 9.1 and 9.2 have been satisfied, as applicable.

Transactions to be Effected at the Closing. At On the ClosingClosing Date, the following transactions shall be effected by the parties to this AgreementParties: (a) The Seller Representative, NewCo and/or the Company, as applicable applicable, shall deliver or cause to be delivered to Acquirorthe Buyer: (i) a certificate, dated as of the Closing Date, of the secretary or executive officer of the Company certifying that (A) the Company has previously made available to the Buyer a complete and correct copy of the Company’s Organizational Documents, as amended to date, and (B) such Organizational Documents have not been amended or modified in any respect and remain in full force and effect as of the Closing Date; (ii) with respect to the Seller, a membership interest transfer power, dated as of the Closing Date, duly executed by such Seller with respect to all of the Company Interests held by such Seller, in form and substance reasonably satisfactory to the Buyer; (iii) evidence, in form and substance reasonably satisfactory to the Buyer, of the resignations or removal of the board of directors (or similar governing body) and officers of the Company, if any, requested by the Buyer, such resignations or removal to be effective concurrently with the Closing; (iv) a certificate from the (1) California Secretary of State and (2) Franchise Tax Board manager of the State of CaliforniaCompany, in each caseform and substance reasonably satisfactory to the Buyer, certifying that the Company is conditions set forth in Sections ‎8.1(a), ‎8.1(b), and ‎8.1(c) have been satisfied, as applicable; (v) duly executed certificates of non-foreign status, in form and substance reasonably satisfactory to the Buyer, from each of the Seller in a form and manner that complies with Sections 1445(b)(2) and 1446(f) of the Code and the Treasury Regulations thereunder; (vi) each of the Transaction Documents, duly executed by the Seller and/or the Company, as applicable; (vii) a good standing and certificate for the Company from the Secretary of State (or equivalent Governmental Authority) of the jurisdiction of its organization, dated no earlier than ten five (105) Business Days prior to the Closing Date; (iiviii) the Payoff Letters, duly executed by the applicable holders of Closing Debt Indebtedness to be paid at Closing, and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to Acquirorthe Buyer, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt Indebtedness of the Company for borrowed money promptly following the payment of the amount set forth in such Payoff Lettermoney; (iiiix) a final invoice from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at Closing; (iv) a certificate, dated as of the Closing Date, of the Secretary or executive officer of the Company, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(a), 10.2(a) and 10.3 have been satisfied; (v) a certificate, dated as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable; (vi) evidence, in form and substance reasonably satisfactory to Acquiror, of the resignations or removal of the members of the Board of Directors of the Company and the officers of the Company requested by Acquiror no later than two (2) Business Days prior to the Closing, such resignations or removal to be effective concurrently with the Closing; (vii) a duly executed certificate of non-foreign status, in form and substance reasonably satisfactory to Acquiror, from NewCo in a form and manner that complies with Section 1445(b)(2) of the Code and the Treasury Regulations thereunder, together with a duly executed IRS Form W-9 from NewCo; (viii) a written consentdelivered termination agreements, in form and substance reasonably acceptable to Acquirorthe Buyer, from each of with respect to any Affiliate Agreements providing for the third parties set forth on Schedule 2.3(a)(viii); (ix) a Spousal Consent from each Seller Guarantor duly executed by the spouse complete and full termination of such Seller GuarantorAffiliate Agreements at or prior to the Closing with no liabilities to the Buyer, the Business, and/or the Company from and after the Closing; (x) employment agreements in the Escrow Agreementform attached hereto as Exhibit F, duly executed effective the Closing Date, signed by NewCo and each of the Escrow Agent;Key Executives; and (xi) all of the Restrictive Covenant Agreementconsents, duly executed by notices, waivers, assignments, amendments and approvals set forth on Schedule ‎2.2(a)(xi), each in form and substance reasonably acceptable to the Company and Xxxxx Xxxxxxx; and (xii) the Termination Agreement, duly executed by the Company and Xxxxx XxxxxxxBuyer. (b) Acquiror The Buyer shall pay or deliver or cause to be paid or delivered (as applicable): (i) the following payments: (A) to NewCothe Seller, the Estimated Total Stock Purchase Consideration (Price, less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6)Amounts, paid by wire transfer of immediately available funds to the a bank account or accounts designated in writing by NewCo on the Payment Schedule delivered pursuant Seller, which shall be provided to Section 2.4(a)(i)(Bthe Buyer at least five (5) in Business Days prior to the amounts set forth thereinClosing Date; (B) to the holders of Debt for borrowed money identified on Schedule 3.9(c) of the Company Disclosure Letter, the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; (C) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (E) to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; ; (C) to the Escrow Agent, the Indemnity Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; (D) to the Persons entitled thereto in the amounts payable to each counterparty or holder of Indebtedness to be paid at Closing, by wire transfer of immediately available funds in accordance with the Payoff Letters, which shall be provided to the Buyer at least two (2) Business Days prior to the Closing Date; (E) the Estimated Transaction Expenses (other than the Sale Bonuses), to the Persons entitled thereto as set forth on the Pre-Closing Statement, by wire transfer of immediately available funds to a bank account designated in writing by the Seller, which shall be provided to the Buyer at least two (2) Business Days prior to the Closing Date; (ii) to NewCo, the Escrow Agreement, duly executed by Xxxxxxxx; (iii) to NewCo, an executed copy of the resolutions authorizing Xxxxxxxx’s execution, delivery and performance of this Agreement and the Acquiror Ancillary Agreements and the consummation of the transactions contemplated hereunder and xxxxxxxxxx; and (iv) to NewCoSeller, a certificate from an officer of Acquirorthe Buyer, in form and substance reasonably satisfactory to NewCothe Seller, certifying that the conditions set forth in Sections 9.1 ‎8.2(a) and 9.2 ‎8.2(b) have been satisfied, as applicable.; (iii) to the Seller, the Transaction Documents, duly executed by the Buyer and/or its Affiliates, as applicable; and

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall deliver or cause to be delivered: (i) to the Sellers, the portion of the Closing Payment to be paid to the Sellers under the terms hereof by wire transfer of immediately available funds to an account or accounts designated in writing by the Representative no later than three (3) Business Days prior to the Closing Date; and (ii) to the Representative, all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (b) At the Closing, the following transactions shall be effected by Sellers, the parties to this Agreement: Representative or the Acquired Companies (a) Seller Representative, NewCo and/or the Companyor any one of them), as applicable appropriate, shall deliver or cause to be delivered to AcquirorBuyer: (i) a certificate from the (1) California Secretary of State and (2) Franchise Tax Board resignations, effective as of the State Closing, of Californiathe officers, directors, managers (or similar corporate positions) of each Acquired Company (other than those officers, directors or managers as may be specified in each case, certifying that writing by Buyer delivered to the Company is in good standing and dated no earlier than ten (10) Business Days prior to the Closing DateClosing); (ii) the Payoff Letters, a completed and executed IRS Form W-9 from each Seller; (iii) an assignment agreement duly executed by each Seller in favor of Buyer or Buyer’s designated Affiliate, evidencing the applicable holders sale, transfer, assignment, conveyance and delivery of Closing Debt the Membership Interests held by such Seller to be paid at Closing, and any other applicable releases, termination statements Buyer (or other similar documentation (to the extent not included in the Payoff LettersBuyer’s designated Affiliate), in form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt of the Company for borrowed money promptly following the payment of the amount set forth in such Payoff Letter; (iii) a final invoice from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at ClosingBuyer; (iv) a certificatethe Supply Agreements, dated as of duly executed by the Closing Date, of the Secretary or executive officer of the Company, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(a), 10.2(a) and 10.3 have been satisfiedparties thereto; (v) a certificate, dated as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying evidence that the conditions set forth Management Agreement has been terminated and ceases to be in Sections 10.1(b) full force and 10.2(b) have been satisfied, as applicableeffect in accordance with Section 6.13; (vi) evidencethe agreements in the form of Exhibit C duly executed by the applicable parties thereto, together with any other documents, agreements or instruments required to be executed in connection therewith, collectively evidencing the completion of the Restructuring effective as of prior to the Closing in accordance with Section 6.15; (vii) payoff letters relating to the portion of Estimated Indebtedness (including all related instruments of discharge of Encumbrances securing such Indebtedness) to be repaid in accordance with Section 2.03(b), signed in each case by the applicable financial institution(s) or agent representative(s) thereof (and, in the case of any such instrument of discharge, otherwise in final form for filing with applicable Governmental Authorities), and substance with prior delivery of drafts of such materials in customary form having been received by, and reasonably satisfactory to Acquiroracceptable to, of the resignations or removal of the members of the Board of Directors of the Company and the officers of the Company requested by Acquiror no later than two Buyer at least three (23) Business Days prior to the Closing, such resignations or removal to be effective concurrently with the Closing; (vii) a duly executed certificate of non-foreign status, in form and substance reasonably satisfactory to Acquiror, from NewCo in a form and manner that complies with Section 1445(b)(2) of the Code and the Treasury Regulations thereunder, together with a duly executed IRS Form W-9 from NewCo;; and (viii) a written consentall other agreements, in form and substance reasonably acceptable documents, instruments or certificates required to Acquiror, from each of the third parties set forth on Schedule 2.3(a)(viii); (ix) a Spousal Consent from each Seller Guarantor duly executed be delivered by the spouse of such Seller Guarantor; (x) the Escrow Agreement, duly executed by NewCo and the Escrow Agent; (xi) the Restrictive Covenant Agreement, duly executed by the Company and Xxxxx Xxxxxxx; and (xii) the Termination Agreement, duly executed by the Company and Xxxxx Xxxxxxx. (b) Acquiror shall pay Sellers at or deliver or cause to be paid or delivered (as applicable): (i) the following payments: (A) to NewCo, the Estimated Total Stock Purchase Consideration (less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6), paid by wire transfer of immediately available funds prior to the bank account or accounts designated in writing by NewCo on the Payment Schedule delivered Closing pursuant to Section 2.4(a)(i)(B) in the amounts set forth therein; (B) to the holders of Debt for borrowed money identified on Schedule 3.9(c) of the Company Disclosure Letter, the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; (C) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (E) to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; (ii) to NewCo, the Escrow Agreement, duly executed by Xxxxxxxx; (iii) to NewCo, an executed copy of the resolutions authorizing Xxxxxxxx’s execution, delivery and performance 7.02 of this Agreement and the Acquiror Ancillary Agreements and the consummation of the transactions contemplated hereunder and xxxxxxxxxx; and (iv) to NewCo, a certificate from an officer of Acquiror, in form and substance reasonably satisfactory to NewCo, certifying that the conditions set forth in Sections 9.1 and 9.2 have been satisfied, as applicableAgreement.

Transactions to be Effected at the Closing. (a) At the Closing, the following transactions shall be effected by the parties to this Agreement: (a) Seller Representative, NewCo and/or the Company, as applicable shall deliver or cause to be delivered to AcquirorPurchaser: (i) a certificate from the (1) California Secretary counterparts of State and (2) Franchise Tax Board each of the State Related Documents duly executed by Xxxxxx and each of Californiathe parties thereto other than Purchaser; (ii) evidence reasonably satisfactory to Purchaser of the termination, effective as of the Closing, of any employment or other similar Contracts between any Business Employee, on the one hand, and Seller, on the other hand; (iii) evidence reasonably satisfactory to Purchaser that all Liens on the Business Assets have been terminated and released as of the Closing; and (iv) such documents as Purchaser may reasonably request relating to the existence of Seller and the Business Assets, and the authority of Seller to enter into and perform its obligations under this Agreement and of Seller to enter into and perform the other Transaction Documents to which they are parties; and (b) At the Closing Purchaser shall, or shall cause the applicable Purchasing Affiliate to, deliver: (i) to Seller, payment, by wire transfer of immediately available funds to one or more accounts of Seller designated in each case, certifying that the Company is in good standing and dated no earlier than ten writing by Seller (10) such designation to be made at least five Business Days prior to the Closing Date), in an amount equal to the Purchase Price, minus the Escrow Amount; (ii) the Payoff Letters, duly executed by the applicable holders of Closing Debt to be paid at Closing, and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt of the Company for borrowed money promptly following the payment of the amount set forth in such Payoff Letter; (iii) a final invoice from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at Closing; (iv) a certificate, dated as of the Closing Date, of the Secretary or executive officer of the Company, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(a), 10.2(a) and 10.3 have been satisfied; (v) a certificate, dated as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable; (vi) evidence, in form and substance reasonably satisfactory to Acquiror, of the resignations or removal of the members of the Board of Directors of the Company and the officers of the Company requested by Acquiror no later than two (2) Business Days prior to the Closing, such resignations or removal to be effective concurrently with the Closing; (vii) a duly executed certificate of non-foreign status, in form and substance reasonably satisfactory to Acquiror, from NewCo in a form and manner that complies with Section 1445(b)(2) of the Code and the Treasury Regulations thereunder, together with a duly executed IRS Form W-9 from NewCo; (viii) a written consent, in form and substance reasonably acceptable to Acquiror, from each of the third parties set forth on Schedule 2.3(a)(viii); (ix) a Spousal Consent from each Seller Guarantor duly executed by the spouse of such Seller Guarantor; (x) the Escrow Agreement, duly executed by NewCo and the Escrow Agent; , an amount equal to [***] (xi) the Restrictive Covenant Agreement, duly executed by the Company and Xxxxx Xxxxxxx; and (xii) the Termination Agreement, duly executed by the Company and Xxxxx Xxxxxxx. (b) Acquiror shall pay or deliver or cause to be paid or delivered (as applicable): (i) the following payments: (A) to NewCo, the Estimated Total Stock Purchase Consideration (less the (1) Adjustment “Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6Amount”), paid by wire transfer of immediately available funds to the bank account or accounts of the Escrow Agent designated in writing by NewCo on the Payment Schedule delivered pursuant to Section 2.4(a)(i)(B) in the amounts set forth therein; (B) to the holders of Debt for borrowed money identified on Schedule 3.9(c) of the Company Disclosure Letter, the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; (C) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (E) to the Escrow Agent, Agent (the Adjustment “Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; (ii) to NewCo, the Escrow Agreement, duly executed by XxxxxxxxAccount”); (iii) to NewCoSeller (and, an executed copy in the case of the resolutions authorizing Xxxxxxxx’s executionEscrow Agreement, delivery Escrow Agent), duly executed and performance delivered counterparts of this Agreement and the Acquiror Ancillary Agreements and the consummation each of the transactions contemplated hereunder and xxxxxxxxxxRelated Documents to which Purchaser or any of its Affiliates are a party; and (iv) to NewCoSeller, a certificate from an officer such documents as Seller may reasonably request relating to the existence of Acquiror, in form Purchaser (and substance reasonably satisfactory any Purchasing Affiliates) and the authority of Purchaser to NewCo, certifying that enter into and perform its obligations under this Agreement and of Purchaser and each Purchasing Affiliate to enter into and perform the conditions set forth in Sections 9.1 and 9.2 have been satisfied, as applicableother Transaction Documents to which they are parties.

Transactions to be Effected at the Closing. At or prior to the Closing, Closing (as the following transactions shall be effected by the parties to this Agreement:case may be): (a) Seller Representative, NewCo and/or the Company, as applicable 5.2.1. The Sellers shall deliver or cause to be delivered to AcquirorPurchaser: (ia) the Share Registration Book of the Company evidencing the ownership of the Shares by the Sellers and that they are unencumbered, and the Share Registration Book of the Operating Company evidencing the ownership of the shares of the Operating Company by the Company and FrHolding72 and that they are unencumbered; (b) certificates of a certificate from duly authorized Representative of the Sellers certifying that at Closing the closing conditions set forth in Articles 3.1 (1with respect to the conditions applicable to the Sellers) California Secretary and 3.2 have been satisfied; (c) the respective transfer book orders (termos de transferência de ações) of State the Sharesto the Purchaser and the share transfer books of the Company and of the Operating Company; (2d) Franchise Tax all Shareholders’ Meeting, Board of the State Directors’ and Officers’ meeting Books of California, in each case, certifying that the Company is in good standing and dated no earlier than ten the Company Subsidiaries, their respective ByLaws and all amendments thereto; (10e) Business Days except with respect to the Persons identified by Purchaser to the Sellers, at least 30 (thirty) days prior to the Closing Date; , resignations of each director (iimembro do conselho de administração) the Payoff Letters, duly executed by the applicable holders of Closing Debt to be paid at Closing, and any other applicable releases, termination statements or other similar documentation officers (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrancesdiretores) relating to Debt of the Company for borrowed money promptly following and each Company Subsidiary by means of which the payment directors (membro do conselho de administração) and officers (diretores) shall release the Company or the relevant Company Subsidiary, completely and irrevocably, from all their respective obligations vis-à-vis those individuals with respect to their holding positions of director or officer, as the amount set forth in such Payoff Letter; (iii) a final invoice case may be, with nothing more to claim from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at Closing; (iv) a certificateCompany or the relevant Company Subsidiary, dated with effect as of the Closing Date, it being further established that, in the case of the Secretary or executive officer officers and directors above mentioned, resignation shall operate only with respect to their corporate duties and positions of officers, and not with respect to their employment agreement; and (f) a certificate issued by each of the Company, Sellers confirming that the representations and warranties of Sellers contained in form Articles 7.1.5 and substance reasonably satisfactory 7.2.4 are true and correct in all material respects as of the Closing. 5.2.2. Purchaser shall deliver or cause to Acquiror, be delivered to the Sellers: (a) a certificate of a duly authorized Representative of the Purchaser certifying that the closing conditions set forth in Sections 10.1(a), 10.2(aArticles 3.1 (with respect to the conditions applicable to Purchaser) and 10.3 3.3 have been satisfied; (vb) the payment of the Cash Consideration, as adjusted pursuant to Article 2.2.1, including evidence of the wire transfers referred to in Article 2.1(i) hereof; (c) copies of the DARFs with evidence of payment of the withholding income tax on capital gains pursuant to Article 2.1.2 above; (d) the certificates of the bank responsible for the registration of the Stock Consideration Shares representing the Stock Consideration payment evidencing the ownership of the Stock Consideration by the Sellers, and that it is unencumbered; (i) an extraordinary general meeting of shareholders of the Company to take place in order to accept the resignation of the directors (membros do conselho de administração) and elect the new members of the Company’s board of directors; (ii) a certificateboard of directors meeting shall take place in order to accept the resignation of the officers (diretores) and to elect the new officers of the Company; (iii) an extraordinary general meeting of shareholders of the Operating Company to take place in order to accept the resignation of the officers and to elect the new officers of the Operating Company; and (f) letters from the Company and the Operating Company, dated executed by the officers (diretores) appointed by Purchaser, releasing the directors (membros do conselho de administração) and officers of the Company and the Operating Company presenting resignation letters at Closing, completely and irrevocably, from all their obligations, with nothing more to claim from such persons except for fraud or criminal offense, with effect as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable; (vi) evidence, in form and substance reasonably satisfactory to Acquiror, of the resignations or removal of the members of the Board of Directors of the Company and the officers of the Company requested by Acquiror no later than two (2) Business Days prior to the Closing, such resignations or removal to be effective concurrently with the Closing; (vii) a duly executed certificate of non-foreign status, in form and substance reasonably satisfactory to Acquiror, from NewCo in a form and manner that complies with Section 1445(b)(2) of the Code and the Treasury Regulations thereunder, together with a duly executed IRS Form W-9 from NewCo; (viii) a written consent, in form and substance reasonably acceptable to Acquiror, from each of the third parties set forth on Schedule 2.3(a)(viii); (ix) a Spousal Consent from each Seller Guarantor duly executed by the spouse of such Seller Guarantor; (x) the Escrow Agreement, duly executed by NewCo and the Escrow Agent; (xi) the Restrictive Covenant Agreement, duly executed by the Company and Xxxxx Xxxxxxx; and (xii) the Termination Agreement, duly executed by the Company and Xxxxx Xxxxxxx. (b) Acquiror shall pay or deliver or cause to be paid or delivered (as applicable): (i) the following payments: (A) to NewCo, the Estimated Total Stock Purchase Consideration (less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6), paid by wire transfer of immediately available funds to the bank account or accounts designated in writing by NewCo on the Payment Schedule delivered pursuant to Section 2.4(a)(i)(B) in the amounts set forth therein; (B) to the holders of Debt for borrowed money identified on Schedule 3.9(c) of the Company Disclosure Letter, the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; (C) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (E) to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; (ii) to NewCo, the Escrow Agreement, duly executed by Xxxxxxxx; (iii) to NewCo, an executed copy of the resolutions authorizing Xxxxxxxx’s execution, delivery and performance of this Agreement and the Acquiror Ancillary Agreements and the consummation of the transactions contemplated hereunder and xxxxxxxxxx; and (iv) to NewCo, a certificate from an officer of Acquiror, in form and substance reasonably satisfactory to NewCo, certifying that the conditions set forth in Sections 9.1 and 9.2 have been satisfied, as applicable.

Transactions to be Effected at the Closing. (a) At the Closing, the following transactions shall be effected by the parties to this Agreement: (a) Seller Representative, NewCo and/or the Company, as applicable Purchaser shall deliver or cause to be delivered to AcquirorSeller: (i) a certificate from the (1) California Secretary Purchase Price by wire transfer of State and (2) Franchise Tax Board of the State of California, immediately available funds to an account designated in each case, certifying that the Company is in good standing and dated writing by Seller to Purchaser no earlier later than ten (10) two Business Days prior to the Closing Date; (ii) a certified resolution of all Members of Purchaser authorizing Roxxxx Xxxxxx, one of the Payoff LettersMembers of Purchaser, to enter into and consummate the transactions contemplated by this Agreement on behalf of Purchaser and certified Articles of Organization, together with a Good Standing Certificate issued by the State of California; and (iii) a fully executed copy of the side letter by and among the Company and Roxxxx Xxxxxx. (b) At the Closing, Seller shall deliver to Purchaser the following: (i) stock certificates evidencing the Shares, free and clear of all Liens, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank with all required stock transfer tax stamps affixed thereto; (ii) a certified resolution of the Board of Directors of Seller authorizing Seller to enter into and consummate the transactions contemplated by this Agreement on behalf of Seller and certified Certificate of Incorporation and By-Laws of Seller, together with a Good Standing Certificate issued by the applicable holders State of Closing Debt to be paid at Closing, and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt of the Company for borrowed money promptly following the payment of the amount set forth in such Payoff LetterDelaware; (iii) a final invoice from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at Closing; (iv) a certificate, dated as of the Closing Date, of the Secretary or executive officer of the Company, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(a), 10.2(a) and 10.3 have been satisfied; (v) a certificate, dated as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable; (vi) evidence, in form and substance reasonably satisfactory to Acquiror, of the resignations or removal of the members of the Board of Directors of the Company and the officers of the Company requested by Acquiror no later than two (2) Business Days prior to the Closing, such resignations or removal to be effective concurrently with the Closing; (vii) a duly executed certificate of non-foreign status, in form and substance reasonably satisfactory to Acquiror, from NewCo in a form and manner that complies with Section 1445(b)(2) status satisfying the requirements of the Code and the Treasury Regulations thereunder, together with a duly executed IRS Form W-9 from NewCo; (viii) a written consent, in form and substance reasonably acceptable to Acquiror, from each of the third parties set forth on Schedule 2.3(a)(viiiSection 1.1445-2(b); (ix) a Spousal Consent from each Seller Guarantor duly executed by the spouse of such Seller Guarantor; (x) the Escrow Agreement, duly executed by NewCo and the Escrow Agent; (xi) the Restrictive Covenant Agreement, duly executed by the Company and Xxxxx Xxxxxxx; and (xii) the Termination Agreement, duly executed by the Company and Xxxxx Xxxxxxx. (b) Acquiror shall pay or deliver or cause to be paid or delivered (as applicable): (i) the following payments: (A) to NewCo, the Estimated Total Stock Purchase Consideration (less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6), paid by wire transfer of immediately available funds to the bank account or accounts designated in writing by NewCo on the Payment Schedule delivered pursuant to Section 2.4(a)(i)(B) in the amounts set forth therein; (B) to the holders of Debt for borrowed money identified on Schedule 3.9(c) of the Company Disclosure Letter, the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; (C) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (E) to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; (ii) to NewCo, the Escrow Agreement, duly executed by Xxxxxxxx; (iii) to NewCo, an executed copy of the resolutions authorizing Xxxxxxxx’s execution, delivery and performance of this Agreement and the Acquiror Ancillary Agreements and the consummation of the transactions contemplated hereunder and xxxxxxxxxx; and (iv) written resignations dated as of the Closing Date and effective as of the Closing executed by the officers and directors of the Company who are not to NewCo, a certificate from an officer continue as officers or directors of Acquiror, in form and substance reasonably satisfactory to NewCo, certifying that the conditions set forth in Sections 9.1 and 9.2 have been satisfied, as applicableCompany after the Closing Date.

Transactions to be Effected at the Closing. At or prior to the Closing, Closing (as the following transactions shall be effected by the parties to this Agreement:case may be): (a) Seller Representative, NewCo and/or the Company, as applicable 5.2.1. The Sellers shall deliver or cause to be delivered to AcquirorPurchaser: (ia) the Share Registration Book of the Company evidencing the ownership of the Shares by the Sellers and that they are unencumbered, and the Share Registration Book of the Operating Company evidencing the ownership of the shares of the Operating Company by the Company and FrHolding72 and that they are unencumbered; (b) certificates of a certificate from duly authorized Representative of the Sellers certifying that at Closing the closing conditions set forth in Articles 3.1 (1with respect to the conditions applicable to the Sellers) California Secretary and 3.2 have been satisfied; (c) the respective transfer book orders (termos de transferência de ações) of State the Shares to the Purchaser and the share transfer books of the Company and of the Operating Company; (2d) Franchise Tax all Shareholders’ Meeting, Board of the State Directors’ and Officers’ meeting Books of California, in each case, certifying that the Company is in good standing and dated no earlier than ten the Company Subsidiaries, their respective ByLaws and all amendments thereto; (10e) Business Days except with respect to the Persons identified by Purchaser to the Sellers, at least 30 (thirty) days prior to the Closing Date; , resignations of each director (iimembro do conselho de administração) the Payoff Letters, duly executed by the applicable holders of Closing Debt to be paid at Closing, and any other applicable releases, termination statements or other similar documentation officers (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrancesdiretores) relating to Debt of the Company for borrowed money promptly following and each Company Subsidiary by means of which the payment directors (membro do conselho de administração) and officers (diretores) shall release the Company or the relevant Company Subsidiary, completely and irrevocably, from all their respective obligations vis-à-vis those individuals with respect to their holding positions of director or officer, as the amount set forth in such Payoff Letter; (iii) a final invoice case may be, with nothing more to claim from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at Closing; (iv) a certificateCompany or the relevant Company Subsidiary, dated with effect as of the Closing Date, it being further established that, in the case of the Secretary or executive officer officers and directors above mentioned, resignation shall operate only with respect to their corporate duties and positions of officers, and not with respect to their employment agreement; and (f) a certificate issued by each of the Company, Sellers confirming that the representations and warranties of Sellers contained in form Articles 7.1.5 and substance reasonably satisfactory 7.2.4 are true and correct in all material respects as of the Closing. 5.2.2. Purchaser shall deliver or cause to Acquiror, be delivered to the Sellers: (a) a certificate of a duly authorized Representative of the Purchaser certifying that the closing conditions set forth in Sections 10.1(a), 10.2(aArticles 3.1 (with respect to the conditions applicable to Purchaser) and 10.3 3.3 have been satisfied; (vb) the payment of the Cash Consideration, as adjusted pursuant to Article 2.2.1, including evidence of the wire transfers referred to in Article 2.1(i) hereof; (c) copies of the DARFs with evidence of payment of the withholding income tax on capital gains pursuant to Article 2.1.2 above; (d) the certificates of the bank responsible for the registration of the Stock Consideration Shares representing the Stock Consideration payment evidencing the ownership of the Stock Consideration by the Sellers, and that it is unencumbered; (i) an extraordinary general meeting of shareholders of the Company to take place in order to accept the resignation of the directors (membros do conselho de administração) and elect the new members of the Company’s board of directors; (ii) a certificateboard of directors meeting shall take place in order to accept the resignation of the officers (diretores) and to elect the new officers of the Company; (iii) an extraordinary general meeting of shareholders of the Operating Company to take place in order to accept the resignation of the officers and to elect the new officers of the Operating Company; and (f) letters from the Company and the Operating Company, dated executed by the officers (diretores) appointed by Purchaser, releasing the directors (membros do conselho de administração) and officers of the Company and the Operating Company presenting resignation letters at Closing, completely and irrevocably, from all their obligations, with nothing more to claim from such persons except for fraud or criminal offense, with effect as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable; (vi) evidence, in form and substance reasonably satisfactory to Acquiror, of the resignations or removal of the members of the Board of Directors of the Company and the officers of the Company requested by Acquiror no later than two (2) Business Days prior to the Closing, such resignations or removal to be effective concurrently with the Closing; (vii) a duly executed certificate of non-foreign status, in form and substance reasonably satisfactory to Acquiror, from NewCo in a form and manner that complies with Section 1445(b)(2) of the Code and the Treasury Regulations thereunder, together with a duly executed IRS Form W-9 from NewCo; (viii) a written consent, in form and substance reasonably acceptable to Acquiror, from each of the third parties set forth on Schedule 2.3(a)(viii); (ix) a Spousal Consent from each Seller Guarantor duly executed by the spouse of such Seller Guarantor; (x) the Escrow Agreement, duly executed by NewCo and the Escrow Agent; (xi) the Restrictive Covenant Agreement, duly executed by the Company and Xxxxx Xxxxxxx; and (xii) the Termination Agreement, duly executed by the Company and Xxxxx Xxxxxxx. (b) Acquiror shall pay or deliver or cause to be paid or delivered (as applicable): (i) the following payments: (A) to NewCo, the Estimated Total Stock Purchase Consideration (less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6), paid by wire transfer of immediately available funds to the bank account or accounts designated in writing by NewCo on the Payment Schedule delivered pursuant to Section 2.4(a)(i)(B) in the amounts set forth therein; (B) to the holders of Debt for borrowed money identified on Schedule 3.9(c) of the Company Disclosure Letter, the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; (C) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (E) to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; (ii) to NewCo, the Escrow Agreement, duly executed by Xxxxxxxx; (iii) to NewCo, an executed copy of the resolutions authorizing Xxxxxxxx’s execution, delivery and performance of this Agreement and the Acquiror Ancillary Agreements and the consummation of the transactions contemplated hereunder and xxxxxxxxxx; and (iv) to NewCo, a certificate from an officer of Acquiror, in form and substance reasonably satisfactory to NewCo, certifying that the conditions set forth in Sections 9.1 and 9.2 have been satisfied, as applicable.

Transactions to be Effected at the Closing. At the Closing, the following transactions shall be effected by the parties to this Agreement: (a) Seller Representative, NewCo and/or the Company, as applicable shall deliver or cause to be delivered to AcquirorPurchaser: (i) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer; (ii) a certificate from of status, compliance, good standing or like certificate with respect to the Company issued by the Province of Alberta; (1iii) California Secretary certified copies of State (A) the charter documents and by laws of the Company, (B) the charter documents of Seller and (2C) Franchise Tax Board all necessary resolutions of the State shareholder and the board of California, in each case, certifying that directors of the Company is approving the entering into and completion of the transactions contemplated by this Agreement and the Ancillary Agreements; [ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (iv) a duly executed resignation, effective as at the Closing, of each director and officer of the Company as Purchaser may specify in good standing and dated no earlier than ten writing at least three (103) Business Days prior to the Closing DateClosing; (iiv) if applicable, the Payoff LettersArgyll Road Employee Services Agreement, duly executed by Seller or one of its Affiliates; (vi) if applicable, the applicable holders Clover Bar Manufacturing Agreement, duly executed by Seller or one of Closing Debt to be paid at Closingits Affiliates; (vii) if applicable, and any other applicable releasesthe Argyll Road Manufacturing Agreement, termination statements duly executed by Seller or other similar documentation one of its Affiliates; (to viii) the extent not included in the Payoff Letters)Non-Exclusive License Agreement, in form and substance duly executed by Degussa; (ix) evidence reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt Purchaser of the Company for borrowed money promptly following transfer of legal title to the payment of Retained Assets and Liabilities and the amount set forth in such Payoff Letter;assets, properties and liabilities comprising the Argyll Road Carve-Out; and (iiix) a final invoice from certificate of an officer or other authorized representative of each payee of any portion of Seller, Degussa and the Estimated Transaction Expense to be paid by Acquiror at Closing; (iv) a certificate, dated as of the Closing Date, of the Secretary or executive officer of the Company, in form and substance reasonably satisfactory to Acquiror, Company certifying that the conditions set forth in Sections 10.1(a), 10.2(aSection 8.02(a) and 10.3 Section 8.02(b) have been satisfied; (vb) a certificate, dated as Purchaser shall deliver to Seller: (i) payment of the Closing DateDate Amount, from each Seller, each by wire transfer of immediately available funds to a bank account designated in writing by Seller Guarantor and NewCo, in form and substance reasonably satisfactory for such purpose (such designation to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable; (vi) evidence, in form and substance reasonably satisfactory to Acquiror, of the resignations or removal of the members of the Board of Directors of the Company and the officers of the Company requested by Acquiror no later than be made at least two (2) Business Days prior to the Closing, such resignations or removal to be effective concurrently with the Closing; (vii) a duly executed certificate of non-foreign status, in form and substance reasonably satisfactory to Acquiror, from NewCo in a form and manner that complies with Section 1445(b)(2) of the Code and the Treasury Regulations thereunder, together with a duly executed IRS Form W-9 from NewCo; (viii) a written consent, in form and substance reasonably acceptable to Acquiror, from each of the third parties set forth on Schedule 2.3(a)(viiiClosing Date); (ixii) a Spousal Consent from each Seller Guarantor duly executed certificate of status, compliance, good standing or like certificate with respect to Purchaser issued by the spouse Secretary of such Seller GuarantorState of the State of Delaware; (xiii) if applicable, the Escrow Agreement, duly executed by NewCo and the Escrow Agent; (xi) the Restrictive Covenant Argyll Road Employee Services Agreement, duly executed by the Company and Xxxxx Xxxxxxx; andCompany; (xiiiv) if applicable, the Termination Clover Bar Manufacturing Agreement, duly executed by the Company and Xxxxx Xxxxxxx. (b) Acquiror shall pay or deliver or cause to be paid or delivered (as applicable): (i) the following payments: (A) to NewCo, the Estimated Total Stock Purchase Consideration (less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6), paid by wire transfer of immediately available funds to the bank account or accounts designated in writing by NewCo on the Payment Schedule delivered pursuant to Section 2.4(a)(i)(B) in the amounts set forth thereinCompany; (Bv) to the holders of Debt for borrowed money identified on Schedule 3.9(c) of the Company Disclosure Letterif applicable, the respective amounts set forth in each Payoff LetterArgyll Road Manufacturing Agreement, paid duly executed by wire transfer of immediately available funds to the bank account or accounts designated on the Payment ScheduleCompany; (Cvi) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses)Non-Exclusive License Agreement, the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid duly executed by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (Evii) to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; (ii) to NewCo, the Escrow Agreement, duly executed by Xxxxxxxx; (iii) to NewCo, an executed copy of the resolutions authorizing Xxxxxxxx’s execution, delivery and performance of this Agreement and the Acquiror Ancillary Agreements and the consummation of the transactions contemplated hereunder and xxxxxxxxxx; and (iv) to NewCo, a certificate from of an officer or other authorized representative of Acquiror, in form and substance reasonably satisfactory to NewCo, Purchaser certifying that the conditions set forth in Sections 9.1 Section 8.03(a) and 9.2 Section 8.03(b) have been satisfiedsatisfied [ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, as applicableMARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (c) Purchaser shall, on behalf of the Company, repay the Intercompany Debt in accordance with the payoff letter provided by Seller to Purchaser at least five (5) Business Days prior to the Closing Date.

Transactions to be Effected at the Closing. (a) At the Closing, the following transactions shall be effected by Buyer will (i) pay to the parties Sellers the Cash Portion of the Purchase Price, and (ii) deliver to this Agreement: (a) Seller Representativethe Sellers all other documents, NewCo and/or the Company, as applicable shall deliver instruments or cause certificates required to be delivered to Acquiror: (i) a certificate from by the (1) California Secretary of State and (2) Franchise Tax Board of the State of California, in each case, certifying that the Company is in good standing and dated no earlier than ten (10) Business Days Buyer at or prior to the Closing Date;pursuant to this Agreement. (b) At the Closing, the Sellers will (A) deliver to the Buyer (i) duly executed instruments of transfer in favor of the Buyer (or as directed by the Buyer) in respect of the Securities, together with all relevant share certificates (if any) in respect of the Securities in the names of the Sellers (or indemnities in respect thereof in a form satisfactory to the Buyer); (ii) the Payoff Letters, duly executed by written resignations of all of the applicable holders of Closing Debt to be paid at Closing, directors and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt officers of the Company from their offices, which resignations shall include their written confirmation that they have no outstanding claims against the Company for borrowed money promptly following the payment loss of the amount set forth offices in such Payoff Letter; question or of their employment or otherwise arising; (iii) a final invoice the notice of articles, articles of incorporation (as amended from each payee time to time), minute books, register of any portion shareholders and common seal, share certificates (if any) and all other books and records of the Estimated Transaction Expense to be paid by Acquiror at Closing; Company including, without limitation all cancelled and un-issued share certificates; (iv) a certificatecertificate of good standing issued by the Registrar of Companies in British Columbia, dated as of the Closing Date, of the Secretary or executive officer Canada in respect of the Company, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(a), 10.2(a) and 10.3 have been satisfied; ; (v) a certificate, dated as the written resignation of the Closing Dateexisting auditors of the Company (if any), from each Seller, each Seller Guarantor which resignation shall include the written confirmation that they have no outstanding claims of any kind against the Company; and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable; (vi) evidenceall other documents, in form instruments or certificates required to be delivered by the Sellers at or prior to the Closing pursuant to this Agreement, and substance reasonably satisfactory to Acquiror, (B) the Sellers shall hold a meeting of the board of directors of the Company at which there shall be duly passed resolutions (i) accepting the resignations referred to in Sub-clauses 2.4(b)(A)(ii) and 2.4(b)(A)(v) and appointing nominees of the Buyer to fill the vacancies created by such resignations (or removal shall convene a meeting of the members of the Board of Directors Company for such purpose and (ii) revoking all existing banking mandates of the Company and substituting therefor such banking mandates as the officers Buyer shall direct. Delivery of the Company requested by Acquiror no later than two (2all documents, certificates and other items referenced in Section 2.4(b) Business Days prior to the Closingabove, such resignations or removal to be effective concurrently with the Closing; (vii) a fully and duly executed certificate of non-foreign status, in form and substance reasonably satisfactory to Acquiror, from NewCo in a form and manner that complies compliant with Section 1445(b)(2) the laws of the Code and the Treasury Regulations thereunderBritish Columbia, together with a duly executed IRS Form W-9 from NewCo; (viii) a written consent, in form and substance reasonably acceptable to Acquiror, from each of the third parties set forth on Schedule 2.3(a)(viii); (ix) a Spousal Consent from each Seller Guarantor duly executed by the spouse of such Seller Guarantor; (x) the Escrow Agreement, duly executed by NewCo and the Escrow Agent; (xi) the Restrictive Covenant Agreement, duly executed by the Company and Xxxxx Xxxxxxx; and (xii) the Termination Agreement, duly executed by the Company and Xxxxx XxxxxxxCanada. (bc) Acquiror shall pay or deliver or cause to be paid or delivered (as applicable): (i) the following payments: (A) to NewCo, the Estimated Total Stock Purchase Consideration (less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6), paid by wire transfer of immediately available funds to the bank account or accounts designated in writing by NewCo on the Payment Schedule delivered pursuant to Section 2.4(a)(i)(B) in the amounts set forth therein; (B) to the holders of Debt for borrowed money identified on Schedule 3.9(c) of the Company Disclosure Letter, the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; (C) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following At the Closing, the Company shall make payments (or shall instruct its registered office provider to): (i) update its register of shareholders to each Person in give effect to the amount transfer of the Transaction Bonus set forth opposite such Person’s name on Securities from the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (E) Sellers to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow AgreementBuyer; (ii) to NewCo, cancel all existing share certificates delivered under Sub-clause 2.4(b)(A)(i) (if any) and issue a new certificate in the Escrow Agreement, duly executed by Xxxxxxxx; name of the Buyer; (iii) update its register of directors and officers to NewCo, an executed copy of give effect to the resolutions authorizing Xxxxxxxx’s execution, delivery and performance of this Agreement and the Acquiror Ancillary Agreements and the consummation of the transactions contemplated hereunder and xxxxxxxxxxresignations referred to in Sub-clause 2.4(b)(A)(ii); and (iv) make all such necessary filings as may be required with the Corporate Registry in British Columbia, Canada in respect of the foregoing matters; and (v) undertaking all matters as may reasonably be required or requested by the Seller to NewCo, a certificate from an officer be undertaken to give effect to the sale and purchase of Acquiror, in form the Securities and substance reasonably satisfactory the transactions pursuant to NewCo, certifying that the conditions set forth in Sections 9.1 and 9.2 have been satisfied, as applicablethis Agreement.

Transactions to be Effected at the Closing. At On or prior to the ClosingClosing Date, the following transactions shall be effected by the parties to this Agreement: (a) The Seller Representative, NewCo Representative and/or the Company, as applicable applicable, shall deliver or cause to be delivered to Acquirorthe Buyer: (i) a certificate from the (1) California Secretary of State and (2) Franchise Tax Board of the State of California, in each case, certifying that the Company is in good standing and dated no earlier than ten (10) Business Days prior to the Closing Date; (ii) the Payoff Letters, duly executed by the applicable holders of Closing Debt to be paid at Closing, and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt of the Company for borrowed money promptly following the payment of the amount set forth in such Payoff Letter; (iii) a final invoice from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at Closing; (iv) a certificate, dated as of the Closing Date, of the Secretary or executive officer of the Company certifying that (A) the Company has previously made available to Buyer a complete and correct copy of all of the Company’s and the Company Subsidiaries’ Organizational Documents, as amended to date, (B) attached thereto is a complete and correct copy of the resolutions adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereunder and thereunder, and which shall include the authorization for the termination, exercise and/or vesting, as applicable, of all Company Options and Company RSUs in accordance with the terms of any Company Plans or other similar arrangements, including the Company Stock Plan and (C) such Organizational Documents, resolutions, approvals and consents have not been amended or modified in any respect and remain in full force and effect as of the Closing Date; (ii) certificates representing the Company Shares, free and clear of all Encumbrances (other than restrictions on future transfers arising under the Securities Act and applicable state securities Laws), duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer (it being acknowledged and agreed that such certificates and stock powers may be delivered in pdf form with originals delivered to Buyer within thirty (30) days of the Closing Date); (iii) a certificate from an officer of the Company, in form and substance reasonably satisfactory to Acquirorthe Buyer, certifying that the conditions set forth in Sections 10.1(a), 10.2(a8.1(a) and 10.3 have been satisfied; (v) a certificate, dated as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b8.1(b) have been satisfied, as applicable; (viiv) evidence, in form and substance reasonably satisfactory to Acquirorthe Buyer, of the resignations or removal of all of the members of the Board of Directors (or similar governing body) and officers of the Company that are not employees of the Company and the officers of the Company Subsidiaries as requested by Acquiror no later than two (2) Business Days prior to the ClosingBuyer, such resignations or removal to be effective concurrently with the Closing; (viiv) a duly executed certificate evidence of non-foreign statusall applicable releases, termination statements or other similar documentation, in form and substance reasonably satisfactory to Acquirorthe Buyer, from NewCo releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Indebtedness of the Company or the Company Subsidiaries for borrowed money, including the forgiveness of the Company SBA Loan, in each case, in form and substance reasonably satisfactory to the Buyer; (vi) (A) a statement, in form and substance reasonably satisfactory to the Buyer, that the Company is not, and has not been in the five (5) years prior to the Closing Date, a "United States real property holding corporation" for purposes of Sections 897 and 1445 of the Code, in a form and manner that complies with Treasury Regulations Sections 1.1445-2(c)(3) and 1.897-2(h), and (B) the notification to the IRS described in Treasury Regulations Section 1445(b)(21.897-2(h)(2) regarding delivery of the Code and statement referred to in the Treasury Regulations thereunderpreceding clause (i), together with in each case signed by a corporate officer of the Company; (vii) the Lock-Up Agreement, duly executed IRS Form W-9 from NewCoby each Seller; (viii) a written consent, in form and substance reasonably acceptable to Acquiror, from each of the third parties set forth on Schedule 2.3(a)(viii); (ix) a Spousal Consent from each Seller Guarantor duly executed by the spouse of such Seller Guarantor; (x) the Escrow Agreement, duly executed by NewCo the Seller Representative; (ix) the Employment Agreement, duly executed by Xxxxxx Xxxxxx and the Escrow AgentCompany; (x) a duly executed spousal consent from the applicable Sellers, in form and substance reasonably satisfactory to the Buyer; (xi) a good standing certificate for the Restrictive Covenant AgreementCompany of the jurisdiction of its organization; (xii) evidence that on or prior to the Closing Date, each Company Optionholder received from the Company written notice notifying each Company Optionholder that all outstanding Company Options were, as of the date of such notice, vested and exercisable, and providing each Company Optionholder with the opportunity to exercise all outstanding Company Options held by such Company Optionholder prior to the Closing Date, which notice shall also provide that all Company Options that remain unexercised and outstanding immediately prior to the Closing Date shall be cancelled and terminated without any consideration paid therefor; (xiii) evidence that the Company Stock Plan, and all other similar Company Plans granting Equity Interests to any Persons, have been terminated as of the Closing Date; (xiv) the Company Option Cancellation Agreements, duly executed by each of the Company Optionholders; (xv) the Investor Questionnaire, duly executed by each Seller and Xxxxx Xxxxxxxany Company Optionholders who have duly converted their Company Options into Company Shares as of the Closing; and (xiixvi) a digital copy of all contents of the Termination AgreementElectronic Data Room that were made available to the Buyer or its Representatives, duly executed by as of the Company day immediately preceding the Closing Date (which shall include, for the avoidance of doubt, all contents that were located in, or uploaded to, the Electronic Data Room and Xxxxx Xxxxxxxmade available to the Buyer or its Representatives at any time prior to the Closing). (b) Acquiror The Buyer shall pay or deliver or cause to be paid or delivered (as applicable):delivered: (i) to the following payments: (A) to NewCoSellers, the Estimated Total Stock Purchase Consideration (Aggregate Consideration, less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6)Amount, paid by wire transfer of immediately available funds to the bank account or accounts designated each Seller in writing by NewCo on the Payment Schedule delivered pursuant an amount corresponding to Section 2.4(a)(i)(B) in the amounts set forth thereinsuch Seller’s Pro Rata Percentage; (B) to the holders of Debt for borrowed money identified on Schedule 3.9(c) of the Company Disclosure Letter, the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; (C) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (Eii) to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; ; (iiiii) to NewCothe Seller Representative, a certificate from an officer of the Buyer, in form and substance reasonably satisfactory to the Seller Representative, certifying that the conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfied, as applicable; (iv) to the Seller Representative, the Lock-Up Agreement, duly executed by the Buyer; (v) to the Seller Representative, the Escrow Agreement, duly executed by Xxxxxxxx;the Buyer; and (iiivi) to NewCothe Sellers, an executed certificates, dated as of the Closing Date, of the Secretary or executive officer of each of Buyer and Parent certifying that (A) attached thereto is a complete and correct copy of the resolutions adopted by the board of directors of Buyer and Parent authorizing Xxxxxxxx’s the execution, delivery and performance of this Agreement and the Acquiror Ancillary Agreements other Transaction Documents to which the Buyer and Parent is a party and the consummation of the transactions contemplated hereunder and xxxxxxxxxx; and thereunder, and (ivB) to NewCosuch resolutions, a certificate from an officer approvals and consents have not been amended or modified in any respect and remain in full force and effect as of Acquiror, in form and substance reasonably satisfactory to NewCo, certifying that the conditions set forth in Sections 9.1 and 9.2 have been satisfied, as applicableClosing Date.