Common use of Closing Documentation Clause in Contracts

Closing Documentation. (a) At Closing, Seller shall execute and deliver to Buyer the following documents in the forms attached hereto as Exhibits C through H: (i) a special warranty deed (the “Deed”) conveying to Buyer fee simple title to the Land and Improvements, free and clear of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”); (ii) a ▇▇▇▇ of sale by which Seller transfers to Buyer the FF&E (the “▇▇▇▇ of Sale”); (iii) a general assignment of the Contracts, Licenses and Warranties, to the extent the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable); (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements on behalf of the Parties; (v) an owner’s affidavit in form reasonably acceptable to Buyer and the Title Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Company; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act, and containing information necessary to complete an IRS Form 1099; (vii) a closing certificate from Seller certifying that all of the representations and warranties contained in Paragraph 12(a) of this Agreement are true and correct as of the Closing Date; and (viii) documents evidencing the due organization and valid existence of Seller and the authority of the designated representative of Seller to execute and deliver the closing documents. (b) At Closing, Buyer shall execute and deliver to Seller: (i) the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documents.

Closing Documentation. (a) At ClosingThe Parent shall have received the --------------------- following documents, Seller shall execute agreements and deliver to Buyer instruments from the following documents in the forms attached hereto as Exhibits C through HCompany: (i) a special warranty deed (an opinion of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & Freidenrich LLP, dated the “Deed”) conveying to Buyer fee simple title Closing Date and addressed to the Land Parent and ImprovementsNewco, free and clear in substantially the form of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”);Exhibit F hereto; --------- (ii) certificates dated as of a ▇▇▇▇ recent date from the Secretary of sale by which Seller transfers State of the States of Delaware and any other applicable states to Buyer the FF&E (effect that each of the “▇▇▇▇ Company and its Subsidiaries is duly incorporated and in good standing in such state and stating that the Company and its Subsidiaries owes no franchise taxes in such state and listing all documents of Sale”)the Company and its Subsidiaries on file with said Secretary of State; (iii) a general assignment copy of the ContractsCertificate of Incorporation of the Company, Licenses and Warrantiesincluding all amendments thereto, to certified as of a recent date by the extent Secretary of State of the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit State of any Contracts, Licenses and Warranties which are not assignable)Delaware; (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments evidence, reasonably satisfactory to the Purchase Price Parent, of the authority and incumbency of the appropriate receipts and disbursements persons acting on behalf of the PartiesCompany in connection with the execution of any document delivered in connection with this Agreement; (v) an owner’s affidavit in form reasonably acceptable Uniform Commercial Code Search Reports on Form UCC-11 with respect to Buyer the Company and its Subsidiaries from the Title states and local jurisdictions where the principal place of business of the Company and its Subsidiaries and their respective assets are located, the search reports of which shall confirm compliance with Section 3.15 (defined in Paragraph 7and Schedule thereto) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Companyof this Agreement; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning corporate minute books and stock record books of the Foreign Investment in Real Property Tax Act, Company and containing information necessary to complete an IRS Form 1099its Subsidiaries; (vii) a closing certificate from Seller certifying that all estoppel letters of lenders to the representations Company, in form and warranties contained in Paragraph 12(asubstance reasonably satisfactory to the Parent, with respect to amounts (including any pre-payment penalties) of this Agreement are true and correct owing by the Company as of the Closing DateClosing; and (viii) such other instruments and documents evidencing as the due organization and valid existence of Seller and Parent shall reasonably request not inconsistent with the authority of the designated representative of Seller to execute and deliver the closing documentsprovisions hereof. (b) At Closing, Buyer shall execute and deliver to Seller: (i) the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documents.

Closing Documentation. The Buyer shall have received the following documents, agreements and instruments from the Seller: (a) At a certificate signed by the Seller and dated the date of the Closing certifying as to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof; (b) such duly signed resignations of directors and officers of the Corporation as the Buyer shall have previously requested; (c) an opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, P.C., counsel for the Seller, dated the date of the Closing and addressed to the Buyer, in form and substance reasonably acceptable to the Buyer and its counsel; (d) copies of all authorizations, approvals, consents, notices, registrations and filings referred to in Schedules 3.2(b), 3.10 and 3.29(b) hereof including, without limitation, any required consents of the landlords under the Leases necessary to enable the Corporation to continue as the tenant thereunder at the same lease rentals and on the same terms as existed prior to the Closing; (e) a certificate dated as of a recent date from (i) the Secretary of State of the State of Texas to the effect that the Corporation is duly incorporated and in good standing in such state and stating that the Corporation owes no franchise taxes in such state and listing all documents of the Corporation on file with said Secretary of State, Seller shall execute and deliver (ii) one or more certificates of officials from the jurisdictions listed on Schedule 3.7 hereto to Buyer the following documents effect that the Corporation is duly qualified as a foreign corporation and is in good standing in such jurisdictions; (f) a copy of the forms attached hereto Corporation's Articles of Incorporation, including all amendments thereto, certified as Exhibits C through H:of a recent date by the Secretary of State of the State of Texas; (g) evidence, reasonably satisfactory to the Buyer, of the authority and incumbency of the persons acting on behalf of the Corporation in connection with the execution of any document delivered in connection with this Agreement; (h) Uniform Commercial Code Search Reports on Form UCC-11 with respect to the Corporation from the states and local jurisdictions where the principal places of business of the Corporation and its assets are located; (i) a special warranty deed (certificate of the “Deed”) conveying to Buyer fee simple title Seller as to the Land Seller's non-foreign status in appropriate form; (j) the corporate minute books and Improvementsstock record books of the Corporation, free and clear all other books and records of, or pertaining to, the business and operations of all liens, charges and encumbrances, except: the Corporation; (Ak) ad valorem real property taxes for the calendar year estoppel letter[s] of sale, lender[s] to the extent not yet due Corporation, in form and payable (substance reasonably satisfactory to be prorated the Buyer, with respect to amounts owing by the Corporation as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”); (ii) a ▇▇▇▇ of sale by which Seller transfers to Buyer the FF&E (the “▇▇▇▇ of Sale”); (iii) a general assignment of the Contracts, Licenses and Warranties, to the extent the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable); (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements on behalf of the Parties; (v) an owner’s affidavit in form reasonably acceptable to Buyer and the Title Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Company; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act, and containing information necessary to complete an IRS Form 1099; (vii) a closing certificate from Seller certifying that all of the representations and warranties contained in Paragraph 12(a) of this Agreement are true and correct as of the Closing DateClosing; and (viiil) such other instruments and documents evidencing as the due organization and valid existence of Seller and the authority of the designated representative of Seller to execute and deliver the closing documents. (b) At Closing, Buyer shall execute and deliver to Seller: (i) reasonably request not inconsistent with the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documentsprovisions hereof.

Closing Documentation. (a) At Closing, Seller The Parent shall execute and deliver to Buyer have received the following documents in documents, agreements and instruments from the forms attached hereto as Exhibits C through HCompany: (i) a special warranty deed (an opinion of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & Freidenrich LLP, dated the “Deed”) conveying to Buyer fee simple title Closing Date and addressed to the Land Parent and ImprovementsNewco, free and clear in substantially the form of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”)Exhibit F hereto; (ii) certificates dated as of a ▇▇▇▇ recent date from the Secretary of sale by which Seller transfers State of the States of Delaware and any other applicable states to Buyer the FF&E (effect that each of the “▇▇▇▇ Company and its Subsidiaries is duly incorporated and in good standing in such state and stating that the Company and its Subsidiaries owes no franchise taxes in such state and listing all documents of Sale”)the Company and its Subsidiaries on file with said Secretary of State; (iii) a general assignment copy of the ContractsCertificate of Incorporation of the Company, Licenses and Warrantiesincluding all amendments thereto, to certified as of a recent date by the extent Secretary of State of the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit State of any Contracts, Licenses and Warranties which are not assignable)Delaware; (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments evidence, reasonably satisfactory to the Purchase Price Parent, of the authority and incumbency of the appropriate receipts and disbursements persons acting on behalf of the PartiesCompany in connection with the execution of any document delivered in connection with this Agreement; (v) an owner’s affidavit in form reasonably acceptable Uniform Commercial Code Search Reports on Form UCC-11 with respect to Buyer the Company and its Subsidiaries from the Title states and local jurisdictions where the principal place of business of the Company and its Subsidiaries and their respective assets are located, the search reports of which shall confirm compliance with Section 3.15 (defined in Paragraph 7and Schedule thereto) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Companyof this Agreement; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning corporate minute books and stock record books of the Foreign Investment in Real Property Tax Act, Company and containing information necessary to complete an IRS Form 1099its Subsidiaries; (vii) a closing certificate from Seller certifying that all estoppel letters of lenders to the representations Company, in form and warranties contained in Paragraph 12(asubstance reasonably satisfactory to the Parent, with respect to amounts (including any pre-payment penalties) of this Agreement are true and correct owing by the Company as of the Closing DateClosing; and (viii) such other instruments and documents evidencing as the due organization and valid existence of Seller and Parent shall reasonably request not inconsistent with the authority of the designated representative of Seller to execute and deliver the closing documentsprovisions hereof. (b) At Closing, Buyer shall execute and deliver to Seller: (i) the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documents.

Closing Documentation. The Buyer shall have received the following documents, agreements and instruments from the Seller: (a) At a certificate signed by the Seller and dated the date of the Closing certifying as to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof; (b) such duly signed resignations of directors and officers of the Corporation as the Buyer shall have previously requested; (c) an opinion of Rogers & Hardin, counsel for the Seller, or such other counsel to t▇▇ ▇▇▇ler ▇▇ ▇▇e Seller has designated and who shall be reasonably acceptable to the Buyer, dated the date of the Closing and addressed to the Buyer, in form and substance reasonably acceptable to the Buyer and its counsel; (d) copies of all authorizations, approvals, consents, notices, registrations and filings referred to in Schedules 3.2(b), 3.10 and 3.29(b) hereof including, without limitation, any required consents of the landlords under the Leases necessary to enable the Corporation to continue as the tenant thereunder at the same lease rentals and on the same terms as existed prior to the Closing; (e) a certificate dated as of a recent date from (i) the Secretary of State of the State of Texas to the effect that the Corporation is duly incorporated and in good standing in such state and stating that the Corporation owes no franchise taxes in such state and listing all documents of the Corporation on file with said Secretary of State; (f) a copy of the Corporation's Articles of Incorporation, Seller shall execute including all amendments thereto, certified as of a recent date by the Secretary of State of the State of Texas; (g) evidence, reasonably satisfactory to the Buyer, of the authority and deliver incumbency of the persons acting on behalf of the Corporation in connection with the execution of any document delivered in connection with this Agreement; (h) Uniform Commercial Code Search Reports on Form UCC-11 with respect to Buyer the following documents in Corporation from the forms attached hereto as Exhibits C through H:states and local jurisdictions where the principal places of business of the Corporation and its assets are located; (i) a special warranty deed (certificate of the “Deed”) conveying to Buyer fee simple title Seller as to the Land Seller's non-foreign status in appropriate form; (j) the corporate minute books and Improvementsstock record books of the Corporation, free and clear all other books and records of, or pertaining to, the business and operations of all liens, charges and encumbrances, except: the Corporation; (Ak) ad valorem real property taxes for the calendar year estoppel letter[s] of sale, lender[s] to the extent not yet due Corporation, in form and payable (substance reasonably satisfactory to be prorated the Buyer, with respect to amounts owing by the Corporation as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”); (ii) a ▇▇▇▇ of sale by which Seller transfers to Buyer the FF&E (the “▇▇▇▇ of Sale”); (iii) a general assignment of the Contracts, Licenses and Warranties, to the extent the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable); (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements on behalf of the Parties; (v) an owner’s affidavit in form reasonably acceptable to Buyer and the Title Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Company; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act, and containing information necessary to complete an IRS Form 1099; (vii) a closing certificate from Seller certifying that all of the representations and warranties contained in Paragraph 12(a) of this Agreement are true and correct as of the Closing DateClosing; and (viiil) such other instruments and documents evidencing as the due organization and valid existence of Seller and the authority of the designated representative of Seller to execute and deliver the closing documents. (b) At Closing, Buyer shall execute and deliver to Seller: (i) reasonably request not inconsistent with the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documentsprovisions hereof.

Closing Documentation. (a) At ClosingThe Purchaser will have received from the Vendors and, Seller shall execute and deliver to Buyer where applicable, the Company the following documents closing documentation, delivered either to the place of closing or to the Purchaser's designated agent in the forms attached hereto as Exhibits C through HSlovak Republic: (i) a special warranty deed (the “Deed”) conveying to Buyer fee simple title share certificate representing the Shares issued in the name of AMC, duly endorsed for transfer to the Land Purchaser; which endorsement must include the business name and Improvementsthe registered seat of the Purchaser, free signatures of the representatives authorized to act on behalf of AMC and clear the date of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year transfer of sale, the Shares must correspond to the extent not yet due and payable (to be prorated as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”)Date ; (ii) a ▇▇▇▇ certified extract from a resolution of sale by which Seller transfers the board of directors of the Company, authorizing the transfer of the Shares to Buyer the FF&E (Purchaser, the “▇▇▇▇ endorsement for such purpose of Sale”)the share certificate representing the Shares, and the registration of such transfer in the books of the Company and with the Slovak Securities Centre; (iii) a general assignment certified extract from the shareholder register of the Contracts, Licenses and Warranties, to Company held by the extent Slovak Securities Centre showing the same may be assignable (Purchaser as the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain registered owner of the benefit of any Contracts, Licenses and Warranties which are not assignable)Shares; (iv) duly signed resignations (including a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments as to the Purchase Price return of information to the Company), in form and substance satisfactory to the appropriate receipts and disbursements on behalf Purchaser, acting reasonably, of each of the Partiesmembers of the Company's board of directors, supervisory board, officers and statutory representatives designated by the Purchaser; (v) an owner’s affidavit releases, in form reasonably acceptable and substance satisfactory to Buyer the Purchaser, acting reasonably, executed by each of the Vendors in favour of the Company releasing the Company from any and all manner of actions, causes of action, suits, proceedings, debts (other than the Title Company (defined Shareholder Loans being transferred to the Purchaser), dues, profits, expenses, contracts, damages, claims, demands and liabilities whatsoever, in Paragraph 7) affirming that there are no outstanding possessory rightslaw or equity, liens which the Vendors or rights to claim liens either of them, ever had, now has or may have against the PropertyCompany for or by reason of any matter, except for the Permitted Encumbrances, and any other certificates cause or affidavits reasonably required thing whatsoever done or omitted to be done by the Title CompanyCompany up to the Closing; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning an assignment of the Foreign Investment Shareholder Loans, in Real Property Tax Actform and substance satisfactory to the Purchaser, and containing information necessary to complete an IRS Form 1099acting reasonably, duly executed by AMC; (vii) a closing certificate from Seller certifying that all an assignment of the representations engagement agreement between Boris Bartalsky and warranties contained AMC, in Paragraph 12(aform and substance satisf▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇urchaser, acting reasonably, duly executed by AMC; (viii) all other necessary consents, waivers, including waivers of this Agreement are true pre-emptive rights and correct as authorizations required to enable the transfer of the Closing DateShares and the Shareholder Loans to the Purchaser as provided for in this Agreement; and (viiiix) documents evidencing all such instruments of transfer, duly executed, which in the due organization and valid existence of Seller and the authority opinion of the designated representative of Seller Purchaser acting reasonably are necessary to execute effect and deliver evidence the closing documents. (b) At Closing, Buyer shall execute and deliver to Seller: (i) the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all transfer of the representations Shares and warranties contained in Paragraph 12(b) Shareholder Loans to the Purchaser free and clear of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documentsall Encumbrances.

Closing Documentation. The Seller shall have received the following documents, agreements and instruments from the Buyer and the Sub: (a) At Closing, Seller shall execute a certificate signed by duly authorized signatories of each of the Buyer and deliver to Buyer the following documents in the forms attached hereto as Exhibits C through H: (i) a special warranty deed (the “Deed”) conveying to Buyer fee simple title to the Land Sub and Improvements, free and clear of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated dated as of the Closing Date)Date certifying as to the satisfaction of the conditions set forth in Sections 8.1 and 8.2 hereof; (b) payment of the Basic Consideration pursuant to Section 1.2 hereof; (c) an opinion of Parker, Poe, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ L.L.P., counsel for the Buyer, dated as of the Closing Date and addressed to the Seller, in the form of Exhibit I annexed hereto; and (Bd) such resolutions of the rights Buyer, as sole shareholder of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title)Companies, and the directors of the Companies electing directors and appointing officers, respectively, of the Companies, effective upon the Closing; (Ce) certificates dated as of a recent date from the Secretary of State of the State of Delaware to the effect that the Buyer is duly incorporated and in good standing in such other matters as are approved state; (f) a copy of each of the Buyer's Certificate of Incorporation and the Sub's Articles of Incorporation, including all amendments thereto, certified by the Secretary of State of the State of Delaware (in the case of the Buyer, or not objected to ) and the Secretary of State of the State of Alabama (in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”case of the Sub); (iig) a ▇▇▇▇ of sale by which Seller transfers evidence, reasonably satisfactory to Buyer the FF&E (the “▇▇▇▇ of Sale”); (iii) a general assignment Seller, of the Contracts, Licenses authority and Warranties, to incumbency of the extent the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable); (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements persons acting on behalf of the Parties; (v) an owner’s affidavit in form reasonably acceptable to Buyer and the Title Company (defined Sub in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against connection with the Property, except for the Permitted Encumbrances, and execution of any other certificates or affidavits reasonably required by the Title Company; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning of the Foreign Investment document delivered in Real Property Tax Act, and containing information necessary to complete an IRS Form 1099; (vii) a closing certificate from Seller certifying that all of the representations and warranties contained in Paragraph 12(a) of connection with this Agreement are true and correct as of the Closing DateAgreement; and (viiih) such other instruments and documents evidencing as the due organization and valid existence of Seller and shall reasonably request not inconsistent with the authority of the designated representative of Seller to execute and deliver the closing documentsprovisions hereof. (b) At Closing, Buyer shall execute and deliver to Seller: (i) the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documents.

Closing Documentation. The Buyer shall have received the following documents, agreements and instruments from the Sellers: (a) At Closinga certificate signed by the Sellers and dated the date of the Closing certifying as to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof; (b) the stock certificates and stock powers for the Shares described in Section 1.3(a) hereof; (c) such duly signed resignations of directors and officers of the Corporation as the Buyer shall have previously requested; (d) an opinion of Baker, Seller shall execute Donelson, Bearman & ▇▇▇▇▇▇▇▇, counsel for the Sellers, dated the date of the Closing and deliver addressed to Buyer the following documents Buyer, in form and substance reasonably acceptable to the forms attached hereto Buyer; (e) copies of all authorizations, approvals, consents, notices, registrations and filings referred to in Schedules 3.2(b), 3.10 and 3.29(b) hereof including, without limitation, the approval of Honda (or any subsidiary or affiliate of Honda, as Exhibits C through H:may be required); (i) a special warranty deed (certificate dated as of a recent date from the “Deed”) conveying to Buyer fee simple title Secretary of State of the State of Tennessee to the Land effect that the Corporation is duly incorporated in such State and Improvementsstating that the Corporation owes no taxes, free and clear of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title)fees or penalties in such State, and (Cii) one or more certificates of officials from the jurisdictions listed on Schedule 3.7 hereto to the effect that the Corporation is duly qualified as a foreign corporation and is in good standing in such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”)jurisdictions; (iig) a ▇▇▇▇ copy of sale the Corporation's Articles of Incorporation, including all amendments thereto, certified as of a recent date by which Seller transfers to Buyer the FF&E (Secretary of State of the “▇▇▇▇ State of Sale”)Tennessee; (iiih) a general assignment evidence, reasonably satisfactory to the Buyer, of the Contracts, Licenses authority and Warranties, to incumbency of the extent the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable); (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements persons acting on behalf of the PartiesCorporation in connection with the execution of any document delivered in connection with this Agreement; (vi) an owner’s affidavit in form reasonably acceptable Uniform Commercial Code Search Reports on Form UCC-11 with respect to Buyer the Corporation from the states and local jurisdictions where the Title Company (defined in Paragraph 7) affirming that there principal places of business of the Corporation and its assets are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Companylocated; (vij) a certificate confirming that Seller is not a “foreign person” within the meaning of each of the Foreign Investment Sellers as to such Seller's non-foreign status in Real Property Tax Act, and containing information necessary to complete an IRS Form 1099appropriate form; (viik) a closing certificate from Seller certifying that all the corporate minute books and stock record books of the representations Corporation, and warranties contained all other books and records of, or pertaining to, the business and operations of the Corporation; (l) estoppel letter[s] of lender[s] to the Corporation, in Paragraph 12(a) of this Agreement are true form and correct substance reasonably satisfactory to the Buyer, with respect to amounts owing by the Corporation as of the Closing DateClosing; and (viiim) such other instruments and documents evidencing as the due organization and valid existence of Seller and the authority of the designated representative of Seller to execute and deliver the closing documents. (b) At Closing, Buyer shall execute and deliver to Seller: (i) reasonably request not inconsistent with the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documentsprovisions hereof.

Closing Documentation. The Buyer shall have received the following documents, agreements and instruments from the Seller: (a) At Closinga certificate signed by the Seller and by the President of the Corporation and a duly authorized officer of the Managing Partner of the Partnership and dated the date of the Closing certifying as to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof; (b) the certificates, Seller shall execute or other evidence satisfactory to the Buyer, evidencing the Company Securities described in Section 1.5 hereof; (c) an opinion of Sirote & Permutt, P.C., counsel for the Seller, and deliver the Companies dated the date of the Closing and addressed to Buyer the following documents Buyer, in the forms attached form of Exhibit H annexed hereto; (d) copies of all authorizations, approvals, consents, notices, registrations and filings referred to in Schedules 3.2(b), 3.10 and 3.29(b) hereof, including, but not limited to, the consents of all applicable automobile manufacturers and distributors; (e) certificates dated as of a recent date from (i) the Secretary of State of the State of Alabama to the effect that the Corporation and the Partnership are in existence in such state and stating that the Corporation is in good standing and owes no franchise taxes in such state and listing all documents of the Corporation and the Partnership on file with said Secretary of State, and (ii) one or more certificates of officials from the jurisdictions listed on Schedule 3.7 hereto to the effect that the Corporation and the Partnership are duly qualified as Exhibits C through H:a foreign corporation and a foreign partnership, as the case may be, and are in good standing in such jurisdictions; (f) a copy of the Corporation's Articles of Incorporation, including all amendments thereto, certified as of a recent date by the Secretary of State of the State of Alabama, a copy of the Corporation's Bylaws, including all amendments thereto, certified as of a recent date by the Secretary of the Corporation, and a copy of the Partnership's limited partnership agreement, certified as of a recent date by a duly authorized officer of the Managing Partner of the Partnership; (g) evidence, reasonably satisfactory to the Buyer, of the authority and incumbency of the persons acting on behalf of the Companies in connection with the execution of any document delivered in connection with this Agreement; (h) Uniform Commercial Code Search Reports on Form UCC-11 with respect to the Companies from the states and local jurisdictions where the principal places of business of the Companies and their respective assets are located; (i) a special warranty deed (certificate of the “Deed”) conveying to Buyer fee simple title Seller as to the Land Seller's non-foreign status in appropriate form; (j) the corporate minute books and Improvementsstock record books of the Companies, free and clear all other books and records of, or pertaining to, the business and operations of all liensthe Companies; (k) estoppel letter[s] of landlord[s] other than the Seller or their Affiliates under the Lease[s], charges in form and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, substance reasonably satisfactory to the extent not yet due Buyer; (l) estoppel letter[s] of lender[s] to the Companies, in form and payable (substance reasonably satisfactory to be prorated the Buyer, with respect to amounts owing by the Companies as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”); (ii) a ▇▇▇▇ of sale by which Seller transfers to Buyer the FF&E (the “▇▇▇▇ of Sale”); (iii) a general assignment of the Contracts, Licenses and Warranties, to the extent the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable); (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements on behalf of the Parties; (v) an owner’s affidavit in form reasonably acceptable to Buyer and the Title Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Company; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act, and containing information necessary to complete an IRS Form 1099; (vii) a closing certificate from Seller certifying that all of the representations and warranties contained in Paragraph 12(a) of this Agreement are true and correct as of the Closing DateClosing; and (viiim) such other instruments and documents evidencing as the due organization and valid existence of Seller and the authority of the designated representative of Seller to execute and deliver the closing documents. (b) At Closing, Buyer shall execute and deliver to Seller: (i) reasonably request not inconsistent with the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documentsprovisions hereof.

Closing Documentation. The Seller shall have received the following --------------------- documents, agreements and instruments from the Buyer: (a) At Closinga certificate signed by a duly authorized signatory of the Buyer and dated as of the Closing Date certifying as to the satisfaction of the conditions set forth in Sections 8.1 and 8.2 hereof; (b) payment of the portion of the Purchase Price payable to the Seller at the Closing pursuant to Section 1.2 hereof; (c) an opinion of Parker, Seller shall execute Poe, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ L.L.P., counsel for the Buyer, dated as of the Closing Date and deliver addressed to the Seller, in substantially the form of Exhibit E hereto; --------- (d) a certificate dated as of a recent date from the Secretary of State of the State of Delaware to the effect that the Buyer is duly incorporated and in good standing in such State; (e) a copy of the following Buyer's Certificate of Incorporation, including all amendments thereto, certified by the Secretary of State of the State of Delaware; (f) a certificate of the Secretary or an Assistant Secretary of the Buyer as to (i) the bylaws of the Buyer, (ii) the resolutions of the Buyer's Board of Directors authorizing this Agreement and the transactions contemplated hereby, and (iii) the authority and incumbency of the persons acting on behalf of the Buyer in connection with the execution of any document delivered in connection with this Agreement; (g) the documents required of the Buyer under the Owned Real Property Rider; (h) a release from the Company and the Buyer, in form and substance reasonably satisfactory to the forms attached hereto Seller, with respect to all claims, demands, causes of action, obligations, debts and liabilities, which the Company or the Buyer may have against ▇▇▇▇▇▇, arising out of or based upon the acts or omissions of ▇▇▇▇▇▇, in his capacity as Exhibits C through H:an officer, director, employee or agent of the Company; and (i) a special warranty deed (the “Deed”) conveying to Buyer fee simple title to the Land and Improvements, free and clear of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters instruments and documents as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”); (ii) a ▇▇▇▇ of sale by which Seller transfers to Buyer the FF&E (the “▇▇▇▇ of Sale”); (iii) a general assignment of the Contracts, Licenses and Warranties, to the extent the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate reasonably request not inconsistent with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable); (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements on behalf of the Parties; (v) an owner’s affidavit in form reasonably acceptable to Buyer and the Title Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Company; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act, and containing information necessary to complete an IRS Form 1099; (vii) a closing certificate from Seller certifying that all of the representations and warranties contained in Paragraph 12(a) of this Agreement are true and correct as of the Closing Date; and (viii) documents evidencing the due organization and valid existence of Seller and the authority of the designated representative of Seller to execute and deliver the closing documentsprovisions hereof. (b) At Closing, Buyer shall execute and deliver to Seller: (i) the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documents.

Closing Documentation. (a) At ClosingThe Purchaser will have received from the Vendors and, Seller shall execute and deliver to Buyer where applicable, the Company the following documents closing documentation, delivered either to the place of closing or to the Purchaser's designated agent in the forms attached hereto as Exhibits C through HSlovak Republic: (i) a special warranty deed (the “Deed”) conveying to Buyer fee simple title share certificate representing the Shares issued in the name of AMC, duly endorsed for transfer to the Land Purchaser; which endorsement must include the business name and Improvementsthe registered seat of the Purchaser, free signatures of the representatives authorized to act on behalf of AMC and clear the date of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year transfer of sale, the Shares must correspond to the extent not yet due and payable (to be prorated as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”)Date ; (ii) a ▇▇▇▇ certified extract from a resolution of sale by which Seller transfers the board of directors of the Company, authorizing the transfer of the Shares to Buyer the FF&E (Purchaser, the “▇▇▇▇ endorsement for such purpose of Sale”)the share certificate representing the Shares, and the registration of such transfer in the books of the Company and with the Slovak Securities Centre; (iii) a general assignment certified extract from the shareholder register of the Contracts, Licenses and Warranties, to Company held by the extent Slovak Securities Centre showing the same may be assignable (Purchaser as the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain registered owner of the benefit of any Contracts, Licenses and Warranties which are not assignable)Shares; (iv) duly signed resignations (including a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments as to the Purchase Price return of information to the Company), in form and substance satisfactory to the appropriate receipts and disbursements on behalf Purchaser, acting reasonably, of each of the Partiesmembers of the Company's board of directors, supervisory board, officers and statutory representatives designated by the Purchaser; (v) an owner’s affidavit releases, in form reasonably acceptable and substance satisfactory to Buyer the Purchaser, acting reasonably, executed by each of the Vendors in favour of the Company releasing the Company from any and all manner of actions, causes of action, suits, proceedings, debts (other than the Title Company (defined Shareholder Loans being transferred to the Purchaser), dues, profits, expenses, contracts, damages, claims, demands and liabilities whatsoever, in Paragraph 7) affirming that there are no outstanding possessory rightslaw or equity, liens which the Vendors or rights to claim liens either of them, ever had, now has or may have against the PropertyCompany for or by reason of any matter, except for the Permitted Encumbrances, and any other certificates cause or affidavits reasonably required thing whatsoever done or omitted to be done by the Title CompanyCompany up to the Closing; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning an assignment of the Foreign Investment Shareholder Loans, in Real Property Tax Actform and substance satisfactory to the Purchaser, and containing information necessary to complete an IRS Form 1099acting reasonably, duly executed by AMC; (vii) a closing certificate from Seller certifying that all an assignment of the representations engagement agreement between Boris Bartalsky and warranties contained AMC, in Paragraph 12(aform and substance satisfa▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇rchaser, acting reasonably, duly executed by AMC; (viii) all other necessary consents, waivers, including waivers of this Agreement are true pre-emptive rights and correct as authorizations required to enable the transfer of the Closing DateShares and the Shareholder Loans to the Purchaser as provided for in this Agreement; and (viiiix) documents evidencing all such instruments of transfer, duly executed, which in the due organization and valid existence of Seller and the authority opinion of the designated representative of Seller Purchaser acting reasonably are necessary to execute effect and deliver evidence the closing documents. (b) At Closing, Buyer shall execute and deliver to Seller: (i) the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all transfer of the representations Shares and warranties contained in Paragraph 12(b) Shareholder Loans to the Purchaser free and clear of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documentsall Encumbrances.

Closing Documentation. The Seller shall have received the following --------------------- documents, agreements and instruments from the Buyer: (a) At Closing, Seller shall execute a certificate signed by a duly authorized signatory of the Buyer and deliver to Buyer the following documents in the forms attached hereto as Exhibits C through H: (i) a special warranty deed (the “Deed”) conveying to Buyer fee simple title to the Land and Improvements, free and clear of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated dated as of the Closing Date), (B) Date certifying as to the rights satisfaction of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), conditions set forth in Sections 8.1 and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”)8.2 hereof; (iib) a payment of the portion of the Purchase Price payable to the Seller at the Closing pursuant to Section 1.2 hereof; (c) an opinion of Parker, Poe, ▇▇▇▇▇ of sale by which Seller transfers to Buyer the FF&E (the “& ▇▇▇▇▇▇▇▇▇ L.L.P., counsel for the Buyer, dated as of Sale”)the Closing Date and addressed to the Seller, in substantially the form of Exhibit E hereto; --------- (d) a certificate dated as of a recent date from the Secretary of State of the State of Delaware to the effect that the Buyer is duly incorporated and in good standing in such State; (iiie) a general assignment copy of the ContractsBuyer's Certificate of Incorporation, Licenses and Warrantiesincluding all amendments thereto, to certified by the extent Secretary of State of the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit State of any Contracts, Licenses and Warranties which are not assignable)Delaware; (ivf) a settlement statement certificate of the Secretary or an Assistant Secretary of the Buyer as to (i) the “Settlement Statement”bylaws of the Buyer, (ii) reflecting any applicable adjustments to the Purchase Price resolutions of the Buyer's Board of Directors authorizing this Agreement and the appropriate receipts transactions contemplated hereby, and disbursements (iii) the authority and incumbency of the persons acting on behalf of the PartiesBuyer in connection with the execution of any document delivered in connection with this Agreement; (vg) an owner’s affidavit a release from each Company and the Buyer, in form and substance reasonably acceptable satisfactory to the Seller, with respect to all claims, demands, causes of action, obligations, debts and liabilities, which such Company or the Buyer and may have against ▇▇▇▇▇▇, arising our of or based upon the Title Company (defined acts or omissions of ▇▇▇▇▇▇, in Paragraph 7) affirming that there are no outstanding possessory rightshis capacity as an officer, liens director, employee or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title agent of such Company; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act, and containing information necessary to complete an IRS Form 1099; (vii) a closing certificate from Seller certifying that all of the representations and warranties contained in Paragraph 12(a) of this Agreement are true and correct as of the Closing Date; and (viiih) such other instruments and documents evidencing as the due organization and valid existence of Seller and shall reasonably request not inconsistent with the authority of the designated representative of Seller to execute and deliver the closing documentsprovisions hereof. (b) At Closing, Buyer shall execute and deliver to Seller: (i) the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documents.

Closing Documentation. As a condition of the Closing: (a) At Closing, Seller shall execute and the Company will deliver to Buyer the following documents in the forms attached hereto as Exhibits C through HParent: (i) a special warranty deed (the “Deed”) conveying to Buyer fee simple title an opinion of ▇▇▇▇▇▇ LLP, counsel to the Land and ImprovementsCompany, free and clear of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated as of dated the Closing Date), (Date in the form of Exhibit B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”); (ii) a ▇▇▇▇ of sale Secretary’s Certificate for the Company executed by which Seller transfers its secretary certifying as to Buyer the FF&E its respective Organizational Documents, authorizing resolutions and incumbency (the “▇▇▇▇ of SaleSecretary’s Certificate”); (iii) a general assignment certificate executed by the President of the Contracts, Licenses and Warranties, Company to the extent effect that each of the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses conditions specified in Sections 7.1 and Warranties which are not assignable)7.2 is satisfied in all respects; (iv) a settlement statement fully executed copies of the following: (A) Written consent in the form attached hereto as Exhibit C (the “Settlement StatementStockholder Consent”) reflecting any applicable adjustments signed by a number of Stockholders sufficient to satisfy the Purchase Price and the appropriate receipts and disbursements on behalf of the PartiesRequisite Stockholder Approval; (vB) an owner’s affidavit Resignations in the form reasonably acceptable to Buyer attached hereto as Exhibit D (the “Officer and Director Resignations”) from each current executive officer, corporate officer and director of the Title Company; and (C) Releases in the form attached hereto as Exhibit E (the “Director Release”) from the current and prior directors of the Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Company;set forth on Schedule 2.4(a)(iv). (vi) a certificate confirming that Seller is not a “foreign person” within such other documents as Parent and Merger Sub may reasonably request for the meaning purpose of (A) evidencing the accuracy of any of the Foreign Investment Company’s representations and warranties, (B) evidencing the performance by the Company of, or the compliance by the Company with, any covenant or obligation required to be performed or complied with by the Company, (C) evidencing the satisfaction of any condition referred to in Real Property Tax ActSection 7 hereof, and containing information necessary to complete an IRS Form 1099; or (viiD) a closing certificate from Seller certifying that all otherwise facilitating the consummation or performance of any of the representations and warranties contained in Paragraph 12(a) of this Agreement are true and correct as of the Closing Date; and (viii) documents evidencing the due organization and valid existence of Seller and the authority of the designated representative of Seller to execute and deliver the closing documents.Contemplated Transactions; (b) At Closing, Buyer shall execute Parent and Merger Sub will deliver to Sellerthe Company: (i) the General Assignmenta Secretary’s Certificate for each of Parent and Merger Sub executed by each of their respective secretaries, certifying as to Parent and Merger Sub’s respective Organizational Documents, authorizing resolutions and incumbency; (ii) a certificate executed by the Settlement Statement;President or Chief Financial Officer of each of Parent and Merger Sub to the effect that each of the conditions specified in Sections 8.1 and 8.2 is satisfied in all respects; and (iii) a statement from Buyer certifying that all such other documents as the Company may reasonably request for the purpose of (1) evidencing the accuracy of any representation or warranty of Parent and Merger Sub, (2) evidencing the performance by Parent and Merger Sub of, or the compliance by Parent and Merger Sub with, any covenant or obligation required to be performed or complied with by Parent and Merger Sub, (3) evidencing the satisfaction of any condition referred to in Section 8, or (4) otherwise facilitating the consummation of any of the representations Contemplated Transactions; (c) Parent and warranties contained in Paragraph 12(b) of this Agreement are true and correct as Merger Sub will make payment of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documents.Initial Merger Consideration as set forth in Section 2.2(b);

Closing Documentation. (a) At Closing, Seller Buyer shall execute and deliver to Buyer have received the following documents in the forms attached hereto as Exhibits C through Hdocuments, agreements and instruments from Seller: (i) a special warranty deed (Duly executed Notarial Deeds, stock powers and stock transfer forms, together with share certificates, if applicable, for the “Deed”Vermont Shares and the Bavaria Shares described in Section 2.4(b) conveying to Buyer fee simple title hereof in forms mutually agreeable to the Land and Improvements, free and clear of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”)parties; (ii) a ▇▇▇▇ Certificates signed by an officer or director of sale by which each of Holdings and Seller transfers certifying as to Buyer the FF&E (the “▇▇▇▇ of Sale”)matters set forth in Section 7.1(a) above with respect to Holdings and Seller; (iii) a general assignment An opinion of Cart▇▇, ▇▇▇▇▇▇▇ & ▇ilb▇▇▇, ▇▇unsel for Holdings and Seller, dated the date of the ContractsClosing and addressed to Buyer, Licenses in form and Warrantiessubstance reasonably acceptable to Buyer, together with such opinions of Bake▇ & ▇cKe▇▇▇▇, ▇▇ other counsel reasonably acceptable to the extent the same may Buyer, as shall be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable)required; (iv) a settlement statement The Shareholders Registers of VCG Holdings, Definitive Stock and VCGLLC (which shall be updated at Closing) and statutory company books, including the “Settlement Statement”) reflecting any applicable adjustments minute books and stock record books, of the Group Entities to the Purchase Price and the appropriate receipts and disbursements on behalf of the Partiesextent required to be maintained or actually maintained; (v) an owner’s affidavit A certificate of a member of the Management Board of Seller dated the Closing Date certifying (A) that attached thereto are true, complete and correct copies of the Articles of Association of each of Seller, VCG, VCGLLC, VCG Holdings and Definitive Stock as in form reasonably acceptable effect on the date of such certification, (B) that the Articles of Association or other organizational document of each of the foregoing entities have not been amended since the date of the last amendment referred to Buyer in the certificate delivered pursuant to clause (vi) above, (C) that attached thereto are true, complete and correct copies of resolutions, as in effect on the date of such certification, duly adopted by the Board of Directors of Seller and VCG or a duly authorized committee thereof, approving the transactions contemplated hereby and authorizing the execution, delivery and performance by Seller of this Agreement and the Title Company (defined sale and transfer of the Vermont Shares owned by Seller and VCG in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrancesaccordance herewith, and any (D) as to the incumbency and signatures of the officers of Seller executing this Agreement and all instruments or other certificates or affidavits reasonably required by the Title Companydocuments delivered in connection with this Agreement; (vi) a certificate confirming that Seller is not a “foreign person” within A certified excerpt from the meaning commercial register of the Foreign Investment in Real Property Tax Act, and containing information necessary Lower Court Dusseldorf regarding Holdings not older than 14 days certifying that the persons acting on behalf as Holding as its managing directors are the recorded managing directors of Holdings jointly authorised to complete an IRS Form 1099;represent the company. (vii) a closing certificate from Seller certifying that Signed resignation letters of all directors and officers of the representations and warranties contained in Paragraph 12(a) of this Agreement are true and correct as Group Entities requested by Buyer prior to Closing (or actions of the Closing DateShareholders and Board of Directors of Vermont and/or Bavaria removing such persons as directors and officers); and (viii) All other instruments and documents evidencing the due organization and valid existence of Seller and the authority of the designated representative of required by this Agreement to be delivered by Holdings or Seller to execute and deliver Buyer on or before the closing documentsClosing. (b) At Closing, Buyer shall execute and deliver to Seller: (i) the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documents.

Closing Documentation. The Buyer shall have received the following documents, agreements and instruments from the Sellers: (a) At Closinga certificate signed by the Sellers and dated the date of the Closing certifying as to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof; (b) the stock certificates and stock powers for the Shares described in Section 1.3(a) hereof; (c) such duly signed resignations of directors and officers of the Corporation as the Buyer shall have previously requested; (d) an opinion of Johnson, Seller shall execute Blakely, Pope, Bokor, ▇▇▇▇▇▇ & ▇▇▇▇▇, P.A., counsel for the Sellers, dated the date of the Closing and deliver addressed to Buyer the following documents Buyer, in the forms attached form of Exhibit G annexed hereto; (e) copies of all authorizations, approvals, consents, notices, registrations and filings referred to in Schedules 3.2(b), 3.10 and 3.29(b) hereof; (f) a certificate dated as of a recent date from (i) the Secretary of State of the State of Florida to the effect that the Corporation is duly incorporated and in good standing in such state and stating that the Corporation owes no franchise taxes in such state and listing all documents of the Corporation on file with said Secretary of State, and (ii) one or more certificates of officials from the jurisdictions listed on Schedule 3.7 hereto to the effect that the Corporation is duly qualified as Exhibits C through H:a foreign corporation and is in good standing in such jurisdictions; (g) a copy of the Corporation's Articles of Incorporation, including all amendments thereto, certified as of a recent date by the Secretary of State of the State of Florida; (h) evidence, reasonably satisfactory to the Buyer, of the authority and incumbency of the persons acting on behalf of the Corporation in connection with the execution of any document delivered in connection with this Agreement; (i) a special warranty deed (the “Deed”) conveying to Buyer fee simple title Uniform Commercial Code Search Reports on Form UCC-11 with respect to the Land Corporation from the states and Improvementslocal jurisdictions where the principal places of business of the Corporation and its assets are located; (j) a certificate of each of the Sellers as to such Seller's non-foreign status in appropriate form; (k) the corporate minute books and stock record books of the Corporation, free and clear all other books and records of, or pertaining to, the business and operations of all liensthe Corporation; (l) estoppel letter[s] of landlord[s] other than the Sellers or their Affiliates under the Lease[s], charges in form and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, substance reasonably satisfactory to the extent not yet due Buyer; (m) estoppel letter[s] of lender[s] to the Corporation, in form and payable (substance reasonably satisfactory to be prorated the Buyer, with respect to amounts owing by the Corporation as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”); (ii) a ▇▇▇▇ of sale by which Seller transfers to Buyer the FF&E (the “▇▇▇▇ of Sale”); (iii) a general assignment of the Contracts, Licenses and Warranties, to the extent the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable); (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements on behalf of the Parties; (v) an owner’s affidavit in form reasonably acceptable to Buyer and the Title Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Company; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act, and containing information necessary to complete an IRS Form 1099; (vii) a closing certificate from Seller certifying that all of the representations and warranties contained in Paragraph 12(a) of this Agreement are true and correct as of the Closing DateClosing; and (viiin) such other instruments and documents evidencing as the due organization and valid existence of Seller and the authority of the designated representative of Seller to execute and deliver the closing documents. (b) At Closing, Buyer shall execute and deliver to Seller: (i) reasonably request not inconsistent with the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documentsprovisions hereof.

Closing Documentation. The Buyer shall have received the following documents, agreements and instruments from the Seller: (a) At Closinga certificate signed by the Seller and dated the date of the Closing certifying as to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof; (b) wire transfer instructions from the Seller, Seller shall execute with respect to the payment at the Closing of the cash portion of the Merger Consideration; (c) an opinion of Beard Law Offices, counsel for the Seller, dated the date of the Closi▇▇ ▇▇d addressed to the Buyer, in form and deliver substance reasonably acceptable to the Buyer and its counsel; (d) copies of all authorizations, approvals, consents, notices, registrations and filings referred to in Schedules 3.2(b), 3.10 and 3.29(b) hereof, other than from the following documents Manufacturer, (e) certificates dated as of a recent date from (i) the Secretary of State of the State of South Carolina to the effect that each of JN, Autoworld and Chevrolet World is duly incorporated and in good standing in such state and stating that the forms attached Companies owe no franchise taxes in such state, and (ii) one or more certificates of officials from the jurisdictions listed on Schedule 3.7 hereto to the effect that the Companies are duly qualified as Exhibits C through H:a foreign corporation and is in good standing in such jurisdictions; (f) a copy of the Articles of Incorporation of each of JN, Autoworld and Chevrolet World, including all amendments thereto, certified as of a recent date by the Secretary of State of the State of South Carolina; (g) evidence, reasonably satisfactory to the Buyer, of the authority and incumbency of the persons acting on behalf of each of the Companies in connection with the execution of any document delivered in connection with this Agreement; (h) Uniform Commercial Code Search Reports on Form UCC-11 with respect to each of the Companies from the states and local jurisdictions where the principal places of business of the Companies and their assets are located; (i) a special warranty deed (certificate of the “Deed”) conveying to Buyer fee simple title Seller as to the Land Seller's non-foreign status in appropriate form; (j) the corporate minute books and Improvementsstock record books of each of JN, free Autoworld and clear Chevrolet World, and all other books and records of, or pertaining to, the businesses and operations of all liens, charges and encumbrances, except: the Companies; (Ak) ad valorem real property taxes for the calendar year estoppel letters of sale, lenders to the extent not yet due Companies, in form and payable (substance reasonably satisfactory to be prorated the Buyer, with respect to amounts owing by the respective Companies as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”); (ii) a ▇▇▇▇ of sale by which Seller transfers to Buyer the FF&E (the “▇▇▇▇ of Sale”); (iii) a general assignment of the Contracts, Licenses and Warranties, to the extent the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable); (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements on behalf of the Parties; (v) an owner’s affidavit in form reasonably acceptable to Buyer and the Title Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Company; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act, and containing information necessary to complete an IRS Form 1099; (vii) a closing certificate from Seller certifying that all of the representations and warranties contained in Paragraph 12(a) of this Agreement are true and correct as of the Closing DateClosing; and (viiil) such other instruments and documents evidencing as the due organization and valid existence of Seller and the authority of the designated representative of Seller to execute and deliver the closing documents. (b) At Closing, Buyer shall execute and deliver to Seller: (i) reasonably request not inconsistent with the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documentsprovisions hereof.

Closing Documentation. (a) At ClosingThe Purchaser will have received from the Vendor and, Seller shall execute and deliver to Buyer where applicable, the Company, the following documents in the forms attached hereto as Exhibits C through Hclosing documentation: (i) a special warranty deed (all documents or instruments, if any, necessary to transfer the “Deed”) conveying to Buyer fee simple title Interest to the Land and Improvements, Purchaser free and clear of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”); (ii) a ▇▇▇▇ release, signed by the Vendor, fully discharging the entire amount of sale all outstanding loans from the Vendor to the Company and releasing and forever discharging the Company of such debt and from any and all claims, past, present or future, which the Vendor has or may have in the future against the Company for or by which Seller transfers to Buyer the FF&E (the “▇▇▇▇ reason of Sale”)or in any way arising under or in respect of such a debt; (iii) certified copy of a general assignment resolution of the Contractsdirectors of the Vendor approving this Agreement, Licenses and Warrantiesthe Concurrent Financing, the transfer to the extent Purchaser (or an Affiliate of the same Purchaser, as the Purchaser may be assignable (direct) of the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain Interest and the benefit of any Contracts, Licenses and Warranties which are not assignablerelease contemplated in Section 6.1(e)(ii); (iv) a settlement statement (resolutions of the “Settlement Statement”) reflecting any applicable adjustments managers of the Company, authorizing the transfer of the Interest to the Purchase Price Purchaser signed by the Vendor’s nominees thereto, in such form as the Purchaser and the appropriate receipts and disbursements on behalf of the PartiesVendor shall agree, acting reasonably; (v) an owner’s affidavit in form reasonably acceptable to Buyer and the Title Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Company; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning of an officer of the Foreign Investment Vendor, acting in Real Property Tax Acthis/her capacity as officer of the Vendor and not in his/her personal capacity, and containing information necessary certifying, to complete an IRS Form 1099; (vii) a closing certificate from Seller certifying the best of his knowledge that all of the representations and warranties of the Vendor set forth in Section 2.1 hereof are true, accurate, and correct in all material respects as of the Closing Date, and certifying that the Vendor has fulfilled and/or performed, when required, all of its obligations contained in Paragraph 12(a) of this Agreement are true and correct as of to be fulfilled and/or performed on or before the Closing Date; and (viiivi) documents evidencing a certified cheque, wire transfer, bank draft or solicitors trust cheque payable to the due organization and valid existence of Seller and Purchaser’s Solicitors, in trust, for $2 million, representing the authority proceeds of the designated representative of Seller to execute and deliver the closing documentsConcurrent Financing. (b) At Closing, Buyer shall execute and deliver to Seller: (i) the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date; and (iv) documents evidencing the due organization and valid existence of Buyer and the authority of the designated representative of Buyer to execute and deliver the closing documents.