Common use of Closing Date Deliveries Clause in Contracts

Closing Date Deliveries. At the First Closing on the First Closing Date: (a) Seller shall deliver, or cause to be delivered to Buyer, properly executed and dated as of the First Closing Date: (i) the Assumption Agreement; (ii) the ▇▇▇▇ of Sale and Assignment; (iii) the Contract Assignment; (iv) the Lease Assignment; (v) the Motor Vehicle Title Certificates; (vi) Seller’s Closing Certificate; (vii) Seller’s Performance Certificate; (viii) the Facilities Lease; (ix) the Equipment Lease; (x) the Warranty Deed; (xi) the Memorandum of Lease (to be recorded immediately following the recording of the Warranty Deed and prior to the recording of any other document other than a release of any existing mortgage or deed of trust or financing statement); (xii) the TBA; (xiii) an affidavit of Seller, in a form reasonably satisfactory to Buyer, stating under penalty of perjury Seller’s United States taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445(b)(2) of the Code; (xiv) a certificate of existence or good standing with respect to Parent from the Secretary of State of Delaware; (xv) a certificate of existence or good standing with respect to Seller from the Secretary of State of Illinois; and (xvi) such other documents as provided in Article VII hereof or as Buyer shall reasonably request. (b) In addition to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered to Seller, properly executed and dated as of the First Closing Date: (i) the Assumption Agreement; (ii) the ▇▇▇▇ of Sale and Assignment; (iii) the Contract Assignment; (iv) the Lease Assignment; (v) Buyer’s Closing Certificate; (vi) Buyer’s Performance Certificate; (vii) the Facilities Lease; (viii) the Equipment Lease; (ix) the Memorandum of Lease; (x) the TBA; (xi) a certificate of existence or good standing with respect to Buyer from the Secretary of State of Delaware; and (xii) such other documents as provided in Article VIII hereof or as Seller shall reasonably request. At the Second Closing on the Second Closing Date: (c) Seller shall deliver, or cause to be delivered to Buyer, properly executed and dated as of the Second Closing Date: (i) the Assumption Agreement; (ii) the ▇▇▇▇ of Sale and Assignment; (iii) the Contract Assignment; (iv) the Lease Assignment; (v) Seller’s Closing Certificate; (vi) Seller’s Opinion of Counsel; (vii) Seller’s Performance Certificate; (viii) the Trademark Assignment; and (ix) such other documents as provided in Article VII hereof or as Buyer shall reasonably request. (d) In addition to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered to Seller, properly executed and dated as of the Second Closing Date: (i) the Assumption Agreement; (ii) the ▇▇▇▇ of Sale and Assignment; (iii) the Contract Assignment (iv) the Lease Assignment; (v) Buyer’s Closing Certificate; (vi) Buyer’s Performance Certificate; (vii) the Trademark Assignment; and (viii) such other documents as provided in Article VIII hereof or as Seller shall reasonably request. (e) The forms of the TBA, the Equipment Lease and the Facilities Lease attached as exhibits hereto each have certain language in brackets therein which language has not been agreed to by the parties. The parties agree that prior to the First Closing they shall cooperate in good faith to reach agreement with respect to such bracketed language. Furthermore the parties acknowledge that the other forms of exhibits attached hereto are general forms and will need to be amended as applicable for use with respect to the First Closing and the Second Closing, respectively.

Closing Date Deliveries. At the First Closing on the First Closing Date: (a) Seller Sellers, as applicable, respectively shall deliver, or cause to be delivered to Buyer, Buyer properly executed and dated as of the First Closing Date: : (i) the Assumption Agreement; Agreements; (ii) the ▇▇▇▇ Bills of Sale and Assignment; ; (iii) the Contract Assignment; Assignments; (iv) the Lease Assignment; Indemnity Guaranty Agreement; (v) the Motor Vehicle Title Certificates; Lease Assignments; (vi) Seller’s Closing Certificate; the Non-Competition Agreement; (vii) Seller’s Performance Certificate; Sellers' Closing Certificates; (viii) the Facilities Lease; Trademark Assignments; (ix) the Equipment Lease; Title Policy and (x) the Warranty Deed; ; and (xi) the Memorandum of Lease (to be recorded immediately following the recording of the Warranty Deed and prior to the recording of any other document other than a release of any existing mortgage or deed of trust or financing statement); (xii) the TBA; (xiii) an affidavit of Seller, in a form reasonably satisfactory to Buyer, stating under penalty of perjury Seller’s United States taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445(b)(2) of the Code; (xiv) a certificate of existence or good standing with respect to Parent from the Secretary of State of Delaware; (xv) a certificate of existence or good standing with respect to Seller from the Secretary of State of Illinois; and (xvi) such other documents as provided in Article VII V hereof or as Buyer shall reasonably request.; and (b) In addition to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered to SellerSellers, as applicable, properly executed and dated as of the First Closing Date: : (i) the Assumption Agreement; Agreements; (ii) the ▇▇▇▇ Bills of Sale and Assignment; ; (iii) the Contract Assignment; Buyer's Closing Certificate; (iv) the Lease Assignment; Contract Assignments; (v) Buyer’s Closing Certificate; the Indemnity Guaranty Agreement, (vi) Buyer’s Performance Certificate; the Lease Assignments; (vii) the Facilities Lease; (viii) the Equipment Lease; (ix) the Memorandum of Lease; (x) the TBA; (xi) a certificate of existence or good standing with respect to Buyer from the Secretary of State of DelawareNon-Competition Agreement; and (xii) such other documents as provided in Article VIII hereof or as Seller shall reasonably request. At the Second Closing on the Second Closing Date: (c) Seller shall deliver, or cause to be delivered to Buyer, properly executed and dated as of the Second Closing Date: (i) the Assumption Agreement; (ii) the ▇▇▇▇ of Sale and Assignment; (iii) the Contract Assignment; (iv) the Lease Assignment; (v) Seller’s Closing Certificate; (vi) Seller’s Opinion of Counsel; (vii) Seller’s Performance Certificate; (viii) the Trademark AssignmentAssignments; and and (ix) such other documents as provided in Article VII VI hereof or as Buyer Sellers shall reasonably request. (d) In addition to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered to Seller, properly executed and dated as of the Second Closing Date: (i) the Assumption Agreement; (ii) the ▇▇▇▇ of Sale and Assignment; (iii) the Contract Assignment (iv) the Lease Assignment; (v) Buyer’s Closing Certificate; (vi) Buyer’s Performance Certificate; (vii) the Trademark Assignment; and (viii) such other documents as provided in Article VIII hereof or as Seller shall reasonably request. (e) The forms of the TBA, the Equipment Lease and the Facilities Lease attached as exhibits hereto each have certain language in brackets therein which language has not been agreed to by the parties. The parties agree that prior to the First Closing they shall cooperate in good faith to reach agreement with respect to such bracketed language. Furthermore the parties acknowledge that the other forms of exhibits attached hereto are general forms and will need to be amended as applicable for use with respect to the First Closing and the Second Closing, respectively.

Closing Date Deliveries. At the First Closing on the First Closing DateClosing: (a) Seller Sellers shall deliverdeliver to Buyer the original stock certificates representing the Velt▇▇ ▇▇▇. shares and the NAPT Shares, or cause to be delivered together with the appropriate assignments of stock separate from certificate duly endorsed for transfer, and Mich▇▇▇ ▇▇▇▇▇▇ ▇▇▇ll deliver to Buyer, properly or Buyer's designees listed on Schedule 2.2 (a) attached hereto ( the "Designees"), the original stock certificates representing the Velt▇▇ ▇▇▇dings Shares, together with the appropriate assignments of stock separate from certificate duly endorsed for transfer; (b) Buyer shall pay the NAPT Share Purchase Price to Sellers (in accordance with the NAPT Share Purchase Price allocation under Section 1.5 hereof), Buyer (or the Designees) shall pay the Velt▇▇ ▇▇▇dings Share Purchase Price to Mich▇▇▇ ▇▇▇▇▇▇, ▇▇d Buyer shall pay the Cash Payment to Mich▇▇▇ ▇▇▇▇▇▇ ▇▇▇ the Escrowed Amount into escrow as provided in Section 1.3 hereof; (c) Buyer and Sellers shall receive from each other executed and dated as copies of the First Closing Datefollowing agreements: (i) Agreement Not to Compete and Confidentiality Agreement among the Assumption Agreement;Sellers and Buyer in the form attached hereto as Exhibit B; and (ii) the Employment Agreement among Mich▇▇▇ ▇▇▇▇▇▇, ▇▇lt▇▇ of Sale ▇▇▇dings and Assignment; Buyer in the form attached hereto as Exhibit C (iii) the Contract Assignment; (iv) the Lease Assignment; (v) the Motor Vehicle Title Certificates; (vi) Seller’s Closing Certificate; (vii) Seller’s Performance Certificate; (viii) the Facilities Lease; (ix) the Equipment Lease; (x) the Warranty Deed; (xi) the Memorandum of Lease (to be recorded immediately following the recording of the Warranty Deed and prior to the recording of any other document other than a release of any existing mortgage or deed of trust or financing statement"Employment Agreement"); (xiid) the TBA; (xiii) an affidavit of Seller, in a form reasonably satisfactory to Buyer, stating under penalty of perjury Seller’s United States taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445(b)(2) of the Code; (xiv) a certificate of existence or good standing with respect to Parent from the Secretary of State of Delaware; (xv) a certificate of existence or good standing with respect to Seller from the Secretary of State of Illinois; and (xvi) such other documents as provided in Article VII hereof or as Buyer shall reasonably request. (b) In addition to receive from Sellers the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered to Seller, properly executed original minute books and dated as stock ledgers of the First Closing Date: (i) the Assumption Agreement; (ii) the each Velt▇▇ ▇▇▇▇ of Sale and Assignment; (iii) the Contract Assignment; (iv) the Lease Assignment; (v) Buyer’s Closing Certificate; (vi) Buyer’s Performance Certificate; (vii) the Facilities Lease; (viii) the Equipment Lease; (ix) the Memorandum of Lease; (x) the TBA; (xi) a certificate of existence or good standing with respect to Buyer from the Secretary of State of Delaware; and (xii) such other documents as provided in Article VIII hereof or as Seller shall reasonably request. At the Second Closing on the Second Closing Date: (c) Seller shall deliver, or cause to be delivered to Buyer, properly executed and dated as of the Second Closing Date: (i) the Assumption Agreement; (ii) the ▇▇▇▇ of Sale and Assignment; (iii) the Contract Assignment; (iv) the Lease Assignment; (v) Seller’s Closing Certificate; (vi) Seller’s Opinion of Counsel; (vii) Seller’s Performance Certificate; (viii) the Trademark Assignment; and (ix) such other documents as provided in Article VII hereof or as Buyer shall reasonably request. (d) In addition to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered to Seller, properly executed and dated as of the Second Closing Date: (i) the Assumption Agreement; (ii) the ▇▇▇▇ of Sale and Assignment; (iii) the Contract Assignment (iv) the Lease Assignment; (v) Buyer’s Closing Certificate; (vi) Buyer’s Performance Certificate; (vii) the Trademark Assignment; and (viii) such other documents as provided in Article VIII hereof or as Seller shall reasonably requestup Member. (e) The forms Buyer shall receive from Sellers an opinion of the TBAKerr, the Equipment Lease ▇▇▇▇▇▇▇ & Webe▇, ▇.L.C., counsel for Sellers and the Facilities Lease attached as exhibits hereto each have certain language in brackets therein which language has not been agreed to by the parties. The parties agree that prior to the First Closing they shall cooperate in good faith to reach agreement with respect to such bracketed language. Furthermore the parties acknowledge that the other forms of exhibits attached hereto are general forms and will need to be amended as applicable for use Velt▇▇ ▇▇▇up, with respect to the First Closing matters set forth on Schedule 2.2(e)(i) attached hereto and the Second Closingan opinion of Bartlet & Richardes, respectively.Canadian counsel

Closing Date Deliveries. At the First Closing on the First Closing Date: (a) Seller shall deliver, or cause to be delivered to Buyer, properly executed and dated as of the First Closing Date: : (i) the Assumption Agreement; ; (ii) the ▇▇▇▇ of Sale and Assignment; ; (iii) the Contract Assignment; ; (iv) the Lease Assignment; ; (v) the Motor Vehicle Title Certificates; ; (vi) Seller’s Closing Certificate; ; (vii) Seller’s Performance Certificate; Opinion of Counsel; (viii) the Facilities Lease; Seller’s Performance Certificate; (ix) the Equipment Lease; Warranty Deed; (x) the Warranty Deed; (xi) the Memorandum of Lease (to be recorded immediately following the recording of the Warranty Deed and prior to the recording of any other document other than a release of any existing mortgage or deed of trust or financing statement); (xii) the TBA; (xiii) an affidavit of Seller, in a form reasonably satisfactory to Buyer, stating under penalty of perjury Seller’s United States taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445(b)(2) of the Code; (xiv) a certificate of existence or good standing with respect to Parent from the Secretary of State of Delaware; (xv) a certificate of existence or good standing with respect to Seller from the Secretary Secretaries of State of IllinoisOklahoma and Arkansas; and (xvixi) the Fort ▇▇▇▇▇ Studio/Office Lease; and (xii) such other documents as provided in Article VII hereof or as Buyer shall reasonably request.; and (b) In addition to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered to Seller, properly executed and dated as of the First Closing Date: : (i) the Assumption Agreement; ; (ii) the ▇▇▇▇ of Sale and Assignment; ; (iii) the Contract Assignment; (iv) the Lease Assignment; (v) Buyer’s Closing Certificate; ; (viiv) Buyer’s Performance Certificate; ; (v) the Contract Assignment; (vi) the Lease Assignment; (vii) the Facilities Lease; (viii) the Equipment Lease; (ix) the Memorandum of Lease; (x) the TBA; (xi) a certificate of existence or good standing with respect to Buyer from the Secretary Secretaries of State of DelawareDelaware and Arkansas; and (xii) such other documents as provided in Article VIII hereof or as Seller shall reasonably request. At the Second Closing on the Second Closing Date: (c) Seller shall deliver, or cause to be delivered to Buyer, properly executed and dated as of the Second Closing Date: (iviii) the Assumption Agreement; (ii) the Fort ▇▇▇▇▇ of Sale Studio/Office Lease; and Assignment; (iii) the Contract Assignment; (iv) the Lease Assignment; (v) Seller’s Closing Certificate; (vi) Seller’s Opinion of Counsel; (vii) Seller’s Performance Certificate; (viii) the Trademark Assignment; and (ix) such other documents as provided in Article VII hereof or as Buyer shall reasonably request. (d) In addition to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered to Seller, properly executed and dated as of the Second Closing Date: (i) the Assumption Agreement; (ii) the ▇▇▇▇ of Sale and Assignment; (iii) the Contract Assignment (iv) the Lease Assignment; (v) Buyer’s Closing Certificate; (vi) Buyer’s Performance Certificate; (vii) the Trademark Assignment; and (viii) such other documents as provided in Article VIII hereof or as Seller shall reasonably request. (e) The forms of the TBA, the Equipment Lease and the Facilities Lease attached as exhibits hereto each have certain language in brackets therein which language has not been agreed to by the parties. The parties agree that prior to the First Closing they shall cooperate in good faith to reach agreement with respect to such bracketed language. Furthermore the parties acknowledge that the other forms of exhibits attached hereto are general forms and will need to be amended as applicable for use with respect to the First Closing and the Second Closing, respectively.

Closing Date Deliveries. At the First Closing on the First Closing Date: (a) Seller Sellers shall deliver, or cause to be delivered to Buyer, properly executed and dated as of the First Closing Date: : (i) the Assumption Agreement; ; (ii) the ▇▇▇▇ of Sale and Assignment; ; (iii) the Contract Assignment; ; (iv) the Lease Assignment; ; (v) the Motor Vehicle Title Certificates; ; (vi) Seller’s Sellers' Closing Certificate; ; (vii) Seller’s Performance Certificate; Sellers' Opinion of Counsel; (viii) the Facilities Lease; Sellers' Performance Certificate; (ix) the Equipment Lease; Trademark Assignment; (x) the Warranty Deed; ; (xi) the Memorandum of Lease (to be recorded immediately following the recording of the Warranty Deed and prior to the recording of any other document other than a release of any existing mortgage or deed of trust or financing statement); (xii) the TBA; (xiii) an affidavit of Seller, in a form reasonably satisfactory to Buyer, stating under penalty of perjury Seller’s United States taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445(b)(2) of the Code; (xiv) a certificate of existence or good standing with respect to Parent from the Secretary of State of Delaware; (xv) a certificate of existence or good standing with respect to each Seller from the Secretary of State of IllinoisDelaware and with respect to Non-License Seller from the Secretary of State of Missouri; and and (xvixii) such other documents as provided in Article VII hereof or as Buyer shall reasonably request.; and (b) In addition to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered to SellerSellers, properly executed and dated as of the First Closing Date: : (i) the Assumption Agreement; ; (ii) the ▇▇▇▇ of Sale and Assignment; ; (iii) Buyer's Closing Certificate; (iv) Buyer's Opinion of Counsel; (v) Buyer's Performance Certificate; (vi) the Contract Assignment; (iv) the Lease Assignment; (v) Buyer’s Closing Certificate; (vi) Buyer’s Performance Certificate; (vii) the Facilities Lease; (viii) the Equipment Lease; (ix) the Memorandum of Lease; (x) the TBA; (xi) a certificate of existence or good standing with respect to Buyer from the Secretary of State of Delaware; and (xii) such other documents as provided in Article VIII hereof or as Seller shall reasonably request. At the Second Closing on the Second Closing Date: (c) Seller shall deliver, or cause to be delivered to Buyer, properly executed and dated as of the Second Closing Date: (i) the Assumption Agreement; (ii) the ▇▇▇▇ of Sale and Assignment; (iii) the Contract Assignment; (iv) the Lease Assignment; (v) Seller’s Closing Certificate; (vi) Seller’s Opinion of Counsel; (vii) Seller’s Performance Certificate; (viii) the Trademark Assignment; and (ix) such other documents as provided in Article VII hereof or as Buyer shall reasonably request. (d) In addition to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered to Seller, properly executed and dated as of the Second Closing Date: (i) the Assumption Agreement; (ii) the ▇▇▇▇ of Sale and Assignment; (iii) the Contract Assignment (iv) the Lease Assignment; (v) Buyer’s Closing Certificate; (vi) Buyer’s Performance Certificate; (vii) the Trademark Assignment; and (viii) such other documents as provided in Article VIII hereof or as Seller shall reasonably request. (e) The forms of the TBA, the Equipment Lease and the Facilities Lease attached as exhibits hereto each have certain language in brackets therein which language has not been agreed to by the parties. The parties agree that prior to the First Closing they shall cooperate in good faith to reach agreement with respect to such bracketed language. Furthermore the parties acknowledge that the other forms of exhibits attached hereto are general forms and will need to be amended as applicable for use with respect to the First Closing and the Second Closing, respectively.

Closing Date Deliveries. At the First Closing on the First Closing Date: (a) Seller Sellers shall deliver, or cause to be delivered delivered, to Buyer, properly executed and dated as of the First Closing Date: : (i) the Assumption Agreement; ; (ii) the ▇▇▇▇ of Sale and Assignment; ; (iii) the Contract Assignment; ; (iv) the Lease Assignment; Holdback Escrow Agreement; (v) the Motor Vehicle Title Certificates; Lease Assignment; (vi) Seller’s Closing Certificate; the New Leases; (vii) Seller’s Performance Certificate; the Noncompetition Agreement; (viii) the Facilities Lease; Payoff Letters; (ix) the Equipment Lease; Patent Assignment; (x) the Warranty Deed; Sellers’ Closing Certificates; (xi) the Memorandum Sellers’ Opinion of Lease (to be recorded immediately following the recording of the Warranty Deed and prior to the recording of any other document other than a release of any existing mortgage or deed of trust or financing statement); Counsel; (xii) the TBA; Sellers’ Performance Certificates; (xiii) an affidavit of Seller, in a form reasonably satisfactory to Buyer, stating under penalty of perjury Seller’s United States taxpayer identification number the Trademark Assignment; and that Seller is not a foreign person within the meaning of Section 1445(b)(2) of the Code; (xiv) a certificate of existence or good standing with respect to Parent from the Secretary of State of Delaware; (xv) a certificate of existence or good standing with respect to Seller from the Secretary of State of Illinois; and (xvi) such other documents as provided in Article VII hereof or as Buyer shall reasonably request.; and (b) In addition to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered delivered, to SellerSellers, properly executed and dated as of the First Closing Date: : (i) the Assumption Agreement; ; (ii) the ▇▇▇▇ of Sale and Assignment; ; (iii) the Contract Assignment; Buyer’s Closing Certificate; (iv) the Lease Assignment; Buyer’s Opinion of Counsel; (v) Buyer’s Closing Performance Certificate; ; (vi) Buyer’s Performance Certificate; the Contract Assignment; (vii) the Facilities Lease; Holdback Escrow Agreement; (viii) the Equipment Lease; Lease Assignment; (ix) the Memorandum of Lease; New Leases; (x) the TBA; Noncompetition Agreement; (xi) a certificate of existence or good standing with respect to Buyer from the Secretary of State of DelawarePatent Assignment; and (xii) the Trademark Assignment; and (xiii) such other documents as provided in Article VIII hereof or as Seller shall reasonably request. At the Second Closing on the Second Closing Date: (c) Seller shall deliver, or cause to be delivered to Buyer, properly executed and dated as of the Second Closing Date: (i) the Assumption Agreement; (ii) the ▇▇▇▇ of Sale and Assignment; (iii) the Contract Assignment; (iv) the Lease Assignment; (v) Seller’s Closing Certificate; (vi) Seller’s Opinion of Counsel; (vii) Seller’s Performance Certificate; (viii) the Trademark Assignment; and (ix) such other documents as provided in Article VII hereof or as Buyer Sellers shall reasonably request. (d) In addition to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered to Seller, properly executed and dated as of the Second Closing Date: (i) the Assumption Agreement; (ii) the ▇▇▇▇ of Sale and Assignment; (iii) the Contract Assignment (iv) the Lease Assignment; (v) Buyer’s Closing Certificate; (vi) Buyer’s Performance Certificate; (vii) the Trademark Assignment; and (viii) such other documents as provided in Article VIII hereof or as Seller shall reasonably request. (e) The forms of the TBA, the Equipment Lease and the Facilities Lease attached as exhibits hereto each have certain language in brackets therein which language has not been agreed to by the parties. The parties agree that prior to the First Closing they shall cooperate in good faith to reach agreement with respect to such bracketed language. Furthermore the parties acknowledge that the other forms of exhibits attached hereto are general forms and will need to be amended as applicable for use with respect to the First Closing and the Second Closing, respectively.

Closing Date Deliveries. At the First Closing on the First Closing Date: (a) Seller TV and License Co. shall deliver, or cause to be delivered to Buyer, properly executed and dated as of the First Closing Date: (i) the Assumption Agreement; (ii) the ▇▇▇▇ of Sale and Assignment; (iii) the Contract Assignment; (iv) the Lease Assignments; (v) the License Assignment; (vvi) the Motor Vehicle Title Certificates; (vi) Seller’s Closing Certificate; (vii) Seller’s Performance CertificateTV's, License Co.'s and Parent's Closing Certificates; (viii) the Facilities LeaseSellers' and Parent's Opinions of Counsel; (ix) the Equipment LeaseIntangible Property Assignment; (x) the Warranty Deed; (xi) Grant Deed for the Memorandum of Lease (to be recorded immediately following the recording of the Warranty Deed and prior to the recording of any other document other than a release of any existing mortgage or deed of trust or financing statement); (xii) the TBA; (xiii) an affidavit of Seller, in a form reasonably satisfactory to Buyer, stating under penalty of perjury Seller’s United States taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445(b)(2) of the Code; (xiv) a certificate of existence or good standing with respect to Parent from the Secretary of State of Delaware; (xv) a certificate of existence or good standing with respect to Seller from the Secretary of State of IllinoisOwned Real Property; and (xvixi) such other documents as provided in Article VII 8 hereof or as Buyer or the Title Company shall reasonably request.request in order to effectuate the transaction contemplated by this Agreement; and (b) In addition to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered to SellerSellers, properly executed and dated as of the First Closing Date: (i) the Assumption Agreement; (ii) the ▇▇▇▇ of Sale and AssignmentBuyer's Closing Certificate; (iii) Buyer's Opinion of Counsel; (iv) the Contract Assignment; (ivv) the Lease Assignment; (v) Buyer’s Closing CertificateAssignments; (vi) Buyer’s Performance Certificate; (vii) the Facilities Lease; (viii) the Equipment Lease; (ix) the Memorandum of Lease; (x) the TBA; (xi) a certificate of existence or good standing with respect to Buyer from the Secretary of State of DelawareIntangible Property Assignment; and (xiivii) such other documents as provided in Article VIII 9 hereof or as Seller shall reasonably request. At the Second Closing on the Second Closing Date: (c) Seller shall deliver, or cause to be delivered to Buyer, properly executed and dated as of the Second Closing Date: (i) the Assumption Agreement; (ii) the ▇▇▇▇ of Sale and Assignment; (iii) the Contract Assignment; (iv) the Lease Assignment; (v) Seller’s Closing Certificate; (vi) Seller’s Opinion of Counsel; (vii) Seller’s Performance Certificate; (viii) the Trademark Assignment; and (ix) such other documents as provided in Article VII hereof or as Buyer Sellers shall reasonably request. (d) In addition to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered to Seller, properly executed and dated as of the Second Closing Date: (i) the Assumption Agreement; (ii) the ▇▇▇▇ of Sale and Assignment; (iii) the Contract Assignment (iv) the Lease Assignment; (v) Buyer’s Closing Certificate; (vi) Buyer’s Performance Certificate; (vii) the Trademark Assignment; and (viii) such other documents as provided in Article VIII hereof or as Seller shall reasonably request. (e) The forms of the TBA, the Equipment Lease and the Facilities Lease attached as exhibits hereto each have certain language in brackets therein which language has not been agreed to by the parties. The parties agree that prior to the First Closing they shall cooperate in good faith to reach agreement with respect to such bracketed language. Furthermore the parties acknowledge that the other forms of exhibits attached hereto are general forms and will need to be amended as applicable for use with respect to the First Closing and the Second Closing, respectively.

Closing Date Deliveries. At the First Closing on the First Closing Date: (a) Seller shall deliver, or cause to be delivered to Buyer, properly executed and dated as of the First Closing Date: (i) the Assumption Agreement; (ii) the ▇B▇▇▇ of Sale and Assignment; (iii) the Contract Assignment; (iv) the Lease Assignment; (v) the License Assignment; (vi) the Motor Vehicle Title Certificates; (vi) Seller’s Closing Certificate; (vii) Seller’s Performance F▇▇▇▇▇ Parties’ Closing Certificate; (viii) the Facilities LeaseF▇▇▇▇▇ Parties’ Opinions of Counsel; (ix) the Equipment LeaseIntangible Property Assignment; (x) the Warranty DeedDeeds; (xi) Estoppel Certificates from the Memorandum of Lease lessors under the Material Leases in substantially the form attached hereto as EXHIBIT L (to be recorded immediately following the recording of the Warranty Deed and prior to the recording of any other document other than a release of any existing mortgage or deed of trust or financing statement“Estoppel Certificates”); (xii) the TBARegistered Trademark Assignment; (xiii) an affidavit of Seller, in a form reasonably satisfactory to Buyer, stating under penalty of perjury Seller’s United States taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445(b)(2) of the Code; (xiv) a certificate of existence or good standing with respect to Parent from the Secretary of State of Delaware; (xv) a certificate of existence or good standing with respect to Seller from the Secretary of State of IllinoisNon-Compete/Non-Solicit Agreements; and (xvixiv) such other documents as provided in Article VII 7 hereof or as Buyer shall reasonably request. (b) In addition to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered to Seller, properly executed and dated as of the First Closing Date: (i) the Assumption Agreement; (ii) the ▇▇▇▇ of Sale and AssignmentBuyer’s Closing Certificate; (iii) the Contract Assignment; (iv) the Lease Assignment; (v) Buyer’s Closing Certificate; (vi) Buyer’s Performance Certificate; (vii) the Facilities Lease; (viii) the Equipment Lease; (ix) the Memorandum of Lease; (x) the TBA; (xi) a certificate of existence or good standing with respect to Buyer from the Secretary of State of DelawareIntangible Property Assignment; and (xiivi) such other documents as provided in Article VIII hereof or as Seller shall reasonably request. At the Second Closing on the Second Closing Date: (c) Seller shall deliver, or cause to be delivered to Buyer, properly executed and dated as of the Second Closing Date: (i) the Assumption Agreement; (ii) the ▇▇▇▇ of Sale and Assignment; (iii) the Contract Assignment; (iv) the Lease Assignment; (v) Seller’s Closing Certificate; (vi) Seller’s Opinion of Counsel; (vii) Seller’s Performance Certificate; (viii) the Trademark Assignment; and (ix) such other documents as provided in Article VII hereof or as Buyer shall reasonably request. (d) In addition to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered to Seller, properly executed and dated as of the Second Closing Date: (i) the Assumption Agreement; (ii) the ▇▇▇▇ of Sale and Assignment; (iii) the Contract Assignment (iv) the Lease Assignment; (v) Buyer’s Closing Certificate; (vi) Buyer’s Performance Certificate; (vii) the Trademark Assignment; and (viii) such other documents as provided in Article VIII 8 hereof or as Seller shall reasonably request. (e) The forms of the TBA, the Equipment Lease and the Facilities Lease attached as exhibits hereto each have certain language in brackets therein which language has not been agreed to by the parties. The parties agree that prior to the First Closing they shall cooperate in good faith to reach agreement with respect to such bracketed language. Furthermore the parties acknowledge that the other forms of exhibits attached hereto are general forms and will need to be amended as applicable for use with respect to the First Closing and the Second Closing, respectively.