Common use of By Sellers Clause in Contracts

By Sellers. At the Closing, Parent will deliver or cause to be delivered to Purchaser: (i) if the Purchased Equity Interests are certificated, certificates representing the Purchased Equity Interests, duly endorsed in blank or accompanied by stock powers or any other proper instrument of assignment duly endorsed in blank; (ii) bills of sale, certificates of title, deeds, notarial deeds, real property transfer tax declarations and other instruments of assignment and transfer as may be reasonably necessary to vest in Purchaser or the applicable Purchaser Designee(s) all of the Asset Sellers’ right, title and interest in and to the Acquired Assets and the Purchased Equity Interests and the Assumed Benefit Plans (in form and substance mutually agreed between the Parties but as shall be consistent with the terms and conditions of this Agreement) (collectively, the “Business Transfer Documents”), duly executed by Parent or the applicable Seller; (iii) the transition services agreement, substantially in the form attached as Exhibit 3.2(a)(iii) (the “Transition Services Agreement”), duly executed by Parent or the applicable Seller; (iv) the bailment agreement, substantially in the form attached as Exhibit 3.2(a)(iv) (the “Bailment Agreement”), duly executed by Parent or the applicable Seller; (v) each other Ancillary Agreement, duly executed by Parent or the applicable Seller; (vi) unless otherwise requested by Purchaser, resignation letters from the directors, officers and managers, as the case may be, of the Purchased Companies, effective immediately after the Closing; (vii) a non-foreign person affidavit dated as of the Closing Date from each Seller set forth on Exhibit 3.2(a)(vii), sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that such Selling Shareholder or Asset Seller is not a “foreign person” as defined in Section 1445 of the Code; (viii) a certificate, in form and substance reasonably acceptable to the Parties, from each Seller set forth on Exhibit 3.2(a)(viii), certifying that none of their respective assets are United States real property interests (as defined in Section 897(c)(1) of the Code); (ix) the Excluded Transfer Documents, duly executed by Parent or the applicable Seller; and (x) such other customary closing documents and instruments as required by this Agreement.

By Sellers. At the Closing, Parent will deliver or cause to be delivered to Purchaser: (i) if in the Purchased Equity Interests event of any breach by Buyer of any of its agreements, covenants, representations or warranties contained herein that would result in the failure of a condition set forth in Article X to be satisfied, and the failure of Buyer to cure such breach by the earlier of (A) the Outside Date and (B) the date that is thirty (30) days after receipt of the Sellers Termination Notice; provided, however, that Sellers (1) are certificatednot themselves in breach of any of their representations, certificates representing warranties, covenants or agreements contained herein or in the Purchased Equity InterestsBidding Procedures Order or the Sale Order in a manner that result in the failure of a condition set forth in Article IX to be satisfied, duly endorsed (2) notify Buyer in blank writing (the “Sellers Termination Notice”) of their intention to exercise their rights under this Section 11.1(c)(i) as a result of the breach, and (3) specify in the Sellers Termination Notice the representation, warranty, covenant or accompanied by stock powers or any other proper instrument agreement contained herein of assignment duly endorsed which Buyer is allegedly in blankbreach; (ii) bills of sale, certificates of title, deeds, notarial deeds, real property transfer tax declarations if the Auction takes place and other instruments of assignment and transfer as may be reasonably necessary to vest in Purchaser or Buyer is not the applicable Purchaser Designee(s) all of Successful Bidder at the Asset Sellers’ right, title and interest in and to the Acquired Assets and the Purchased Equity Interests and the Assumed Benefit Plans (in form and substance mutually agreed between the Parties but as shall be consistent with the terms and conditions of this Agreement) (collectively, the “Business Transfer Documents”), duly executed by Parent or the applicable SellerAuction; (iii) if Sellers enter into (or provide written notice to Buyer of their intent to enter into) one or more agreements to sell, transfer or otherwise dispose of any portion of the transition services agreement, substantially Acquired Assets in a transaction or series of transactions with one or more Persons other than Buyer in accordance with the form attached as Exhibit 3.2(a)(iii) (the “Transition Services Agreement”), duly executed by Parent or the applicable Seller;Bidding Procedures; or (iv) if (A) the bailment agreementcondition set forth in Section 9.8(a) has not been satisfied or waived by Buyer or (B) Buyer has not obtained a Debt Financing Commitment in a form reasonably satisfactory to Sellers, substantially in each case on or before the date that is two Business Days prior to the hearing conducted by the Bankruptcy Court to approve the Bidding Procedures Order, provided that Sellers shall not have the right to terminate this Agreement pursuant to this Section 11.1(c)(iv) following the hearing conducted by the Bankruptcy Court to approve the Bidding Procedures Order. For the avoidance of doubt, the Parties acknowledge and agree, that in the form attached as Exhibit 3.2(a)(iv) (the “Bailment Agreement”), duly executed by Parent or the applicable Seller; (v) each other Ancillary Agreement, duly executed by Parent or the applicable Seller; (vi) unless otherwise requested by Purchaser, resignation letters from the directors, officers and managers, as the case may be, of the Purchased Companies, effective immediately after the Closing; (vii) a non-foreign person affidavit dated as of the Closing Date from each Seller set forth on Exhibit 3.2(a)(vii), sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating event that such Selling Shareholder or Asset Seller is not a “foreign person” as defined in Section 1445 of the Code; (viii) a certificateSellers determine, in form and substance reasonably acceptable to their reasonable discretion, that the Parties, from each Seller set forth on Exhibit 3.2(a)(viii), certifying that none of their respective assets are United States real property interests last Overbid (as defined in Section 897(c)(1the Bidding Procedures) submitted by Buyer is better than all other Qualified Bids (as defined in the Bidding Procedures) as such Qualified Bids may be amended by an Overbid submitted at the Auction, then within two (2) Business Days following the conclusion of the Code); (ix) Auction, Sellers and Buyer shall enter into an amendment to this Agreement to reflect Buyer’s last Overbid; it being acknowledged and agreed that this Agreement shall not be deemed to have terminated by virtue of Buyer’s having submitted the Excluded Transfer Documents, duly executed by Parent or winning bid at the applicable Seller; and (x) such other customary closing documents and instruments as required by this AgreementAuction.

By Sellers. At Neither this Agreement nor any of any Seller’s, the ClosingSellers Agent’s, Parent will deliver the Servicer’s or cause the Guarantor’s rights, interests or obligations hereunder may be assigned or otherwise transferred, in whole or in part, by operation of law, change of control, or otherwise by any Seller, the Sellers Agent, the Servicer or the Guarantor without the prior written consent of Purchaser, and any such purported assignment or transfer without such consent shall be void and of no effect; provided and notwithstanding anything to the contrary in this Agreement, that no such consent shall be delivered required if a Seller’s rights and obligations hereunder are assumed by (x) 4864-7968-1754, v.74933-2778-3252, v.4 the surviving entity as a result of (A) a merger or other combination between such Seller and another Seller or other Affiliate thereof or (B) the conversion of a Seller from one legal form or jurisdiction to Purchaser: another or (y) another Seller or Affiliate thereof pursuant to any other internal corporate reorganization, and in each case (i) if the Purchased Equity Interests assumed obligations are certificated, certificates representing covered in accordance with the Purchased Equity Interests, duly endorsed in blank or accompanied by stock powers or any other proper instrument terms of assignment duly endorsed in blank; the Guarantee and (ii) bills the surviving Seller is organized under the laws of salethe United States, certificates any state thereof or the District of titleColumbia. In addition, deedsthe Sellers Agent may designate any Seller as an “Excluded Seller” in connection with the voluntary dissolution or winding up of such Seller by written notice to the Purchaser, notarial deedsspecifying the effective date of such designation (the “Exclusion Effective Date” for such Excluded Seller) if no Notification Event has occurred and is continuing or would occur as a result of such designation. The representations, real property transfer tax declarations covenants and provisions of this Agreement applicable to a Seller shall no longer be applicable to an Excluded Seller after the Exclusion Effective Date for such Excluded Seller, provided that, for purposes of the Guarantee and the definition of Guaranteed Obligations, all of such Excluded Seller’s then existing obligations and liabilities arising hereunder and the other instruments Transaction Documents to which it is a party in respect of assignment and transfer Receivables, if any, that were sold pursuant hereto prior to the Exclusion Effective Date, shall survive such dissolution or winding up. The parties hereto shall work together in good faith to effectuate any actions as may be reasonably necessary to vest appropriate in Purchaser or the applicable Purchaser Designee(s) all of the Asset Sellers’ right, title and interest in and to the Acquired Assets and the Purchased Equity Interests and the Assumed Benefit Plans (in form and substance mutually agreed between the Parties but as shall be consistent connection with the terms and conditions of this Agreement) (collectively, the “Business Transfer Documents”), duly executed by Parent or the applicable Seller; (iii) the transition services agreement, substantially any transaction described in the form attached as Exhibit 3.2(a)(iii) (the “Transition Services Agreement”), duly executed by Parent or the applicable Seller; (iv) the bailment agreement, substantially in the form attached as Exhibit 3.2(a)(iv) (the “Bailment Agreement”), duly executed by Parent or the applicable Seller; (v) each other Ancillary Agreement, duly executed by Parent or the applicable Seller; (vi) unless otherwise requested by Purchaser, resignation letters from the directors, officers and managers, as the case may be, of the Purchased Companies, effective immediately after the Closing; (vii) a non-foreign person affidavit dated as of the Closing Date from each Seller set forth on Exhibit 3.2(a)(vii), sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that such Selling Shareholder or Asset Seller is not a “foreign person” as defined in Section 1445 of the Code; (viii) a certificate, in form and substance reasonably acceptable to the Parties, from each Seller set forth on Exhibit 3.2(a)(viii), certifying that none of their respective assets are United States real property interests (as defined in Section 897(c)(1) of the Code); (ix) the Excluded Transfer Documents, duly executed by Parent or the applicable Seller; and (x) such other customary closing documents and instruments as required by this Agreementforegoing sentence.

By Sellers. At the Closing, Parent will each Seller shall deliver or cause to be delivered Buyer each of the following items with respect to Purchaserthe particular Property that it owns: (i) if the Purchased Equity Interests are certificated, certificates representing the Purchased Equity InterestsA special warranty deed, duly endorsed executed and acknowledged by Seller, and in blank or accompanied by stock powers or any other proper instrument of assignment duly endorsed form for recording, conveying good and indefeasible title to the Property to Buyer, subject to the Permitted Exceptions (the “Warranty Deed”), in blank;a form mutually acceptable to the Seller and the Buyer. The Warranty Deed shall be recorded upon the Closing in the appropriate land offices for the county in which the Property is located. (ii) bills of sale, certificates of title, deeds, notarial deeds, real property transfer tax declarations and other instruments of assignment and transfer as may be reasonably necessary to vest in Purchaser or the applicable Purchaser Designee(s) all of the Asset Sellers’ right, title and interest in and to the Acquired Assets and the Purchased Equity Interests and the Assumed Benefit Plans (in form and substance mutually agreed between the Parties but as shall be consistent with the terms and conditions of this Agreement) (collectively, the “Business Transfer Documents”), duly An affidavit executed by Parent or the applicable Seller; (iii) the transition services agreementSeller stating, substantially in the form attached as Exhibit 3.2(a)(iii) (the “Transition Services Agreement”), duly executed by Parent or the applicable Seller; (iv) the bailment agreement, substantially in the form attached as Exhibit 3.2(a)(iv) (the “Bailment Agreement”), duly executed by Parent or the applicable Seller; (v) each other Ancillary Agreement, duly executed by Parent or the applicable Seller; (vi) unless otherwise requested by Purchaser, resignation letters from the directors, officers and managers, as the case may be, of the Purchased Companies, effective immediately after the Closing; (vii) a non-foreign person affidavit dated as of the Closing Date from each Seller set forth on Exhibit 3.2(a)(vii), sworn under penalty of perjury perjury, its United States taxpayer identification number and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that such Selling Shareholder or Asset Seller is not a “foreign person” as defined in Section 1445 1445(f)(3) of the Code;Internal Revenue Code of 1986, as amended, and otherwise in the form prescribed by the Internal Revenue Service. (viiiiii) An assignment and assumption of the management or service contracts (the “Service Contracts”), substantially in the form of Exhibit G attached hereto (the “Assignment and Assumption of Service Contracts”), duly executed and acknowledged, assigning and transferring to Buyer all right, title and interest of Seller in and to all assignable or transferable Service Contracts in effect with respect to such Property, and containing the assumption thereof by Buyer of all obligations arising after the Closing Date. The foregoing assignment does not include any service contracts obtained by a certificateTenant to which Seller is not a party. Buyer shall not be obligated to assume any Service Contracts except those listed as required on Exhibit G and those entered into between the Effective Date and the Closing Date in accordance with this Agreement. (iv) Originals of all leases currently in effect (collectively, the “Leases”) and a duly executed, original, “clean” estoppel certificate (each an “Estoppel Certificate”) from each of the tenants (the “Tenants”) occupying rentable space in the Property. At Buyer’s option, Seller shall initially utilize the estoppel form required by Buyer’s lender; provided, however, that if any of the Tenants refuse to execute such form, Seller shall obtain an Estoppel Certificate in the form required under each Tenant’s respective Lease or, in the event there shall be no such form, in substantially the form attached hereto as Exhibit H, executed as of a date not more than thirty (30) days prior to the Closing Date. To the extent that a Seller does not have an original of any of the Leases, such Seller shall provide Buyer with a certified copy of such Lease. (v) An assignment and assumption of the Leases (the “Assignment and Assumption of Leases”), substantially in the form of Exhibit I attached hereto, duly executed and acknowledged, assigning and transferring to Buyer all right, title and interest of Seller in and to the Leases in effect with respect to such Property, and containing the assumption thereof by Buyer of all obligations arising after the Closing Date. (vi) An assignment in form and substance reasonably acceptable satisfactory to Buyer, duly executed by Seller, assigning to Buyer all of Seller’s right, title and interest in and to any and all guaranties and warranties, if any, pertaining to the PartiesProperty, from each to the extent assignable, as well as any permits, licenses, plans, authorizations and approvals relating to ownership, operation or occupancy of the Property, to the extent assignable. The assignment hereunder shall also include an assignment of all plans and specifications, drawings, permits, development rights and entitlements, any proprietary rights and any and all other similar matters owned by the Seller set forth on Exhibit 3.2(a)(viiiwith respect to the Property (both improved and vacant), certifying to the extent assignable. (vii) All keys and combinations to locks at the Property. (viii) A written confirmation that none of their respective assets are United States real property interests (as defined all sales commissions and other fees payable to Buyers Brokerage Services Inc. in Section 897(c)(1) of connection with the Code);Transactions have been paid in full by Sellers. (ix) Such organizational documents, resolutions confirming the Excluded Transfer Documentsauthority of the Seller to consummate the Transactions, duly executed good standing certificates, incumbency certificates and other such documents as may be reasonably required by Parent or the applicable Seller; andTitle Company. (x) The written approval, evidenced by written consents, resolutions and other instruments as shall be in form reasonably satisfactory to Buyer and the Title Company, of all members, partners, directors, trustees and/or shareholders of Seller and its constituent entities, to the extent required under the Organization Documents of Seller and such other customary closing constituent entities, authorizing Seller to consummate the sale of the Property to Buyer pursuant to this Agreement and the execution of all documents and instruments performance of all actions required to be taken by Seller pursuant hereto. (xii) An Affidavit as required to mechanics’ liens and all other title matters customarily requested by this Agreementthe Title Company to issue to Buyer an Owner’s Policy of Title Insurance in accordance with the Title Commitment.

By Sellers. At the Closing, Parent will Sellers shall deliver or cause to be delivered to PurchaserBuyer at the Closing: (ia) if the Purchased Equity Interests are certificated, certificates representing the Purchased Equity Interestsa certificate, duly endorsed executed by a duly appointed officer of each Seller, dated as of the Closing Date, certifying to the fulfillment of the conditions set forth in blank or accompanied by stock powers or any other proper instrument of assignment duly endorsed in blankSection 8.1.1 and Section 8.1.2; (iib) bills a bill of sale, certificates of title, deeds, notarial deeds, real property transfer tax declarations sale and other instruments of assignment and transfer assumption agreement in substantially the form attached to this Agreement as may be reasonably necessary to vest in Purchaser or the applicable Purchaser Designee(s) all of the Asset Sellers’ right, title and interest in and to the Acquired Assets and the Purchased Equity Interests and the Assumed Benefit Plans Exhibit B (in form and substance mutually agreed between the Parties but as shall be consistent with the terms and conditions of this Agreement) (collectively, the “Business Transfer DocumentsBill of Sale”), duly executed by Parent or the applicable SellerSe▇▇▇▇▇; (iiic) an intellectual property license, in substantially the form attached hereto as Exhibit C (the “IP License”), duly executed by Ga▇▇▇▇ ▇nd Banilla Games, Inc.; (d) a restrictive covenant agreement, in substantially the form attached hereto as Exhibit D (the “Restrictive Covenant Agreement”), duly executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇; (e) a transition services agreement, in substantially in the form attached hereto as Exhibit 3.2(a)(iii) E (the “Transition Services Agreement”), duly executed by Parent or the applicable SellerGaming; (ivf) the bailment a game content development services agreement, in substantially in the form attached hereto as Exhibit 3.2(a)(iv) F (the “Bailment Game Content Development Services Agreement”), duly executed by Parent or Gaming; (g) a lease assignment and assumption agreement for each Assumed Lease, in substantially the form attached hereto as Exhibit G (each, a “Lease Assignment and Assumption Agreement”), in each case, duly executed by the applicable Seller; (vh) each other Ancillary a Device and Redemption Kiosk manufacturing and supply agreement, in substantially the form attached hereto as Exhibit H (the “Device and Redemption Kiosk Manufacturing / Supply Agreement”), duly executed by Parent or the applicable SellerBanilla Games, Inc.; (vi) unless otherwise requested by Purchaser, resignation letters from the directors, officers and managers, as the case may be, of the Purchased Companies, effective immediately after the Closing; (viii) a nonprinted paper pull-foreign person affidavit dated as of the Closing Date from each Seller set forth on Exhibit 3.2(a)(vii), sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that such Selling Shareholder or Asset Seller is not a “foreign person” as defined in Section 1445 of the Code; (viii) a certificatetabs supply agreement, in substantially the form and substance reasonably acceptable to attached hereto as Exhibit I (the Parties, from each Seller set forth on Exhibit 3.2(a)(viii“Printed Paper Pull-Tabs Supply Agreement”), certifying that none of their respective assets are United States real property interests (as defined in Section 897(c)(1) of the Code); (ix) the Excluded Transfer Documents, duly executed by Parent or ▇▇▇▇▇▇ Gaming Printing, LLC and Gaming; (j) the applicable Closing Letter of Credit; (k) a duly completed and executed IRS Form W-9 of each Seller; and (xl) such other customary closing documents all books and instruments as required by this Agreementrecords of Sellers that are included in the Purchased Assets and/or Assumed Liabilities.

By Sellers. At Neither this Agreement nor any of any Seller’s, the ClosingSellers Agent’s, Parent will deliver Servicer’s or cause any Guarantor’s rights, interests or obligations hereunder may be assigned or otherwise transferred, in whole or in part, by operation of law, change of control, or otherwise by any Seller, the Sellers Agent, Servicer or any Guarantor without the prior written consent of Purchaser, and any such purported assignment or transfer without such consent shall be void and of no effect; provided and notwithstanding anything to the contrary in this Agreement, that no such consent shall be delivered required if a Seller’s rights and obligations hereunder are assumed by (x) the surviving entity as a result of (A) a merger or other combination between such Seller and another Seller or other Affiliate thereof or (B) the conversion of a Seller from one legal form or jurisdiction to Purchaser: another or (y) another Seller or Affiliate thereof pursuant to any other internal corporate reorganization, and in each case (i) if the Purchased Equity Interests assumed obligations are certificated, certificates representing covered in accordance with the Purchased Equity Interests, duly endorsed in blank or accompanied by stock powers or any other proper instrument terms of assignment duly endorsed in blank; the Guarantee and (ii) bills the surviving Seller is organized under the laws of salethe United States, certificates any state thereof or the District of titleColumbia. In addition, deedsthe Sellers Agent may designate any Seller as an “Excluded Seller” in connection with the voluntary dissolution or winding up of such Seller by written notice to the Purchaser, notarial deedsspecifying the effective date of such designation (the “Exclusion Effective Date” for such Excluded Seller) if no Notification Event has occurred and is continuing or would occur as a result of such designation. The representations, real property transfer tax declarations covenants and provisions of this Agreement applicable to a Seller shall no longer be applicable to an Excluded Seller after the Exclusion Effective Date for such Excluded Seller, provided that, for purposes of the Guarantee and the definition of Guaranteed Obligations, all of such Excluded Seller’s then existing obligations and liabilities arising hereunder and the other instruments Transaction Documents to which it is a party in respect of assignment and transfer Receivables, if any, that were sold pursuant hereto prior to the Exclusion Effective Date, shall survive such dissolution or winding up. The parties hereto shall work together in good faith to effectuate any actions as may be reasonably necessary to vest appropriate in Purchaser or connection with any transaction described in the applicable Purchaser Designee(sforegoing sentence.” (n) all of the Asset Sellers’ right, title and interest in and A new Clause 17.16 is added to the Acquired Assets and the Purchased Equity Interests and the Assumed Benefit Plans (in form and substance mutually agreed between the Parties but as shall be consistent with the terms and conditions of this Existing Receivable Purchase Agreement) (collectively, the “Business Transfer Documents”), duly executed by Parent or the applicable Seller; (iii) the transition services agreement, substantially in the form attached as Exhibit 3.2(a)(iii) (the “Transition Services Agreement”), duly executed by Parent or the applicable Seller; (iv) the bailment agreement, substantially in the form attached as Exhibit 3.2(a)(iv) (the “Bailment Agreement”), duly executed by Parent or the applicable Seller; (v) each other Ancillary Agreement, duly executed by Parent or the applicable Seller; (vi) unless otherwise requested by Purchaser, resignation letters from the directors, officers and managers, as the case may be, of the Purchased Companies, effective immediately after the Closing; (vii) a non-foreign person affidavit dated as of the Closing Date from each Seller set forth on Exhibit 3.2(a)(vii), sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that such Selling Shareholder or Asset Seller is not a “foreign person” as defined in Section 1445 of the Code; (viii) a certificate, in form and substance reasonably acceptable to the Parties, from each Seller set forth on Exhibit 3.2(a)(viii), certifying that none of their respective assets are United States real property interests (as defined in Section 897(c)(1) of the Code); (ix) the Excluded Transfer Documents, duly executed by Parent or the applicable Seller; and (x) such other customary closing documents and instruments as required by this Agreement.:

By Sellers. At In order to effectuate the Closing, Parent will deliver or cause to be delivered to Purchaser: (i) if the Purchased Equity Interests are certificated, certificates representing the Purchased Equity Interests, duly endorsed in blank or accompanied by stock powers or any other proper instrument of assignment duly endorsed in blank; (ii) bills of sale, certificates of titleassignment, deedstransfer and conveyance contemplated by this Section 2, notarial deeds, real property transfer tax declarations and other instruments of assignment and transfer as may be reasonably necessary to vest in Purchaser or the applicable Purchaser Designee(s) all of the Asset Sellers’ right, title and interest in and to the Acquired Assets and the Purchased Equity Interests and the Assumed Benefit Plans (in form and substance mutually agreed between the Parties but as shall be consistent with the terms and conditions of this Agreement) (collectively, the “Business Transfer Documents”), duly executed by Parent or the applicable Seller; (iii) the transition services agreement, substantially in the form attached as Exhibit 3.2(a)(iii) (the “Transition Services Agreement”), duly executed by Parent or the applicable Seller; (iv) the bailment agreement, substantially in the form attached as Exhibit 3.2(a)(iv) (the “Bailment Agreement”), duly executed by Parent or the applicable Seller; (v) each other Ancillary Agreement, duly executed by Parent or the applicable Seller; (vi) unless otherwise requested by Purchaser, resignation letters from the directors, officers and managersEPI and/or EPIL, as the case may be, shall execute and deliver, or shall cause to be executed and delivered, to Buyer at the Closing (or five (5) business days prior to the Closing with respect to Section 2.5(a)(xiv)) the following: (i) a B▇▇▇ of Sale substantially in the Purchased Companies, effective immediately after form attached hereto as Exhibit G (the Closing“B▇▇▇ of Sale”); (ii) a Trademark Assignment substantially in the form attached hereto as Exhibit H (the “Trademark Assignment”); (iii) a Copyright Assignment substantially in the form attached hereto as Exhibit I (the “Copyright Assignment”); (iv) the Duraclon Assignment and Assumption Agreement; (v) the R▇▇▇▇▇ Assignment and Assumption Agreement; (vi) an Intellectual Property Assignment substantially in the form attached hereto as Exhibit J (the “Intellectual Property Assignment”); (vii) a non-foreign person affidavit dated as of the Closing Date from each Seller set forth on Exhibit 3.2(a)(vii), sworn under penalty of perjury Manufacturing Amendment duly executed by EPIL and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that such Selling Shareholder or Asset Seller is not a “foreign person” as defined in Section 1445 of the CodeR▇▇▇▇▇; (viii) a certificate, in form and substance reasonably acceptable to the Parties, from each Seller set forth on Exhibit 3.2(a)(viii), certifying that none of their respective assets are United States real property interests (as defined in Section 897(c)(1) of the Code)Interim Services Agreement; (ix) Product Transfer of Ownership Letters to the Excluded FDA in substantially the form attached hereto as Exhibit K-1 for each of the Products; (x) the Non-Compete Agreement; (xi) a Domain Name Transfer DocumentsAgreement substantially in the form attached hereto as Exhibit L (the “Domain Name Transfer Agreement”); (xii) the certificates, duly executed by Parent consents and other documents to be delivered pursuant to Section 7 hereof; (xiii) all other such bills of sale, certificates of title and such other documents or instruments of assignment, transfer or conveyance, as Buyer reasonably may deem necessary to vest in or confirm to Buyer full and complete title to, and the applicable Sellerright to use and enjoy, the Acquired Assets, hereby agreed to be, and intended to be, conveyed and transferred to Buyer; (xiv) the 2001 Financial Statements, 2002 Financial Statements and 2003 Financial Statements, each of which shall be delivered no later than five (5) business days prior to Closing; and (xxv) such a certificate of analysis from R▇▇▇▇▇ for each lot of Inventory of Product. Sellers shall make available to Buyer at Sellers’ distribution center physical possession of the Inventory within three (3) business days following the Closing. Subject to the terms of the Interim Services Agreement, the Parties acknowledge that they will work together to transfer physical possession of the Acquired Assets (other customary closing documents than the Inventory) following the Closing and instruments as required by this that Sellers will need to retain certain of the Acquired Assets for some period following the Closing in order to perform its obligations under the Interim Services Agreement.

By Sellers. At Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Parent will Sellers shall deliver or cause to be delivered to PurchaserBuyers: (i) if an instrument of sale, assignment and transfer with respect to the Purchased Equity Interests are certificated, certificates representing the Purchased Equity BPS Interests, duly endorsed substantially in blank or accompanied by stock powers or any the form set forth in Exhibit F conveying the BPS Interests to BPS Buyer free and clear of all Liens, other proper instrument than Liens arising under applicable securities Laws (the “Instrument of assignment duly endorsed in blankAssignment”); (ii) bills of sale, certificates of title, deeds, notarial deeds, real property transfer tax declarations and other instruments of assignment and transfer as may be reasonably necessary to vest in Purchaser or the applicable Purchaser Designee(s) all of the Asset Sellers’ right, title and interest in and to the Acquired Assets and the Purchased Equity Interests and the Assumed Benefit Plans (in form and substance mutually agreed between the Parties but as shall be consistent with the terms and conditions of this Agreement) (collectively, the “Business Transfer Documents”), a duly executed by Parent or the applicable Seller; (iii) the transition services agreement, substantially in the form attached as Exhibit 3.2(a)(iii) (the “Transition Services Agreement”), duly executed by Parent or the applicable Seller; (iv) the bailment agreement, substantially in the form attached as Exhibit 3.2(a)(iv) (the “Bailment Agreement”), duly executed by Parent or the applicable Seller; (v) each other Ancillary Agreement, duly executed by Parent or the applicable Seller; (vi) unless otherwise requested by Purchaser, resignation letters from the directors, officers amended and managers, as the case may be, restated operating agreement of the Purchased Companies, effective immediately after the Closing; (vii) a non-foreign person affidavit dated as of the Closing Date from each Seller set forth on Exhibit 3.2(a)(vii), sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that such Selling Shareholder or Asset Seller is not a “foreign person” as defined in Section 1445 of the Code; (viii) a certificateBPS, in form and substance reasonably acceptable to the PartiesBuyers, from each Seller set forth on Exhibit 3.2(a)(viii), certifying that none of their respective assets are United States real property interests (evidencing effective as defined in Section 897(c)(1) of the CodeClosing: (A) the withdrawal of BPS Seller as a member, (B) the transfer of the BPS Interests to BPS Buyer and (C) the admission of BPS Buyer as a member of the Company; provided that BPS Seller shall not be party to such agreement for any purpose and shall have no liability thereunder, except for compliance with the express provisions of this Section 1.3(a)(ii); (ixiii) evidence reasonably acceptable to Buyers of (A) the Excluded Transfer Documentscompletion of the Pre-Closing Reorganization in accordance with Section 4.17, including the transfer of the Transferred Assets to the Companies and execution and delivery of definitive agreements related thereto and (B) the termination of Intercompany Agreements as contemplated by Section 4.22; (iv) counterparts of each of the Ancillary Agreements, duly executed by Parent Sellers or their applicable Affiliates party thereto; (v) a properly completed and duly executed IRS Form W-9 or IRS Form W-8, as applicable, for each of the applicable SellerSellers (or, if a Seller is a disregarded entity for U.S. federal income Tax purposes, its regarded owner(s)); (vi) the certificate contemplated by Section 5.2(c); and (xvii) such other customary closing documents the written resignations of each of the directors, managers and instruments officers of the Companies as required by this AgreementBuyers may request in writing no later than 10 Business Days prior to the Closing Date, in each case, to be effective as of the Closing.