Common use of Deliveries at the Closing Clause in Contracts

Deliveries at the Closing. At the Closing, (i) the Seller shall deliver to the Buyer the certificate referred to in Section 9(o); (ii) the Seller will, and will cause each applicable Seller Party and, to the extent it has the Legal Right, each Javelina Partnership, to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before the Closing) to which such Seller Party is a party; (iii) the Buyer will, and will cause the applicable Buyer Party to, execute and deliver each Transaction Agreement to which such Buyer Party is a party; (iv) the Seller shall deliver to the Buyer the Interim Closing Statement; (v) the Seller shall deliver, or cause to be delivered, to the Buyer evidence of the resignation or removal of any officers, directors, Representatives (as defined in the partnership agreements of the Javelina Partnerships) or managers of (x) each Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after the Closing; (vi) the Seller shall deliver to the Buyer an officer’s certificate verifying that the conditions of the Buyer set forth in Section 7(a)(i) have been satisfied; (vii) the Buyer shall deliver to the Seller an officer’s certificate verifying that the conditions of the Seller set forth in Section 7(b)(i) have been satisfied; and (viii) at any time on or before the Closing, the Seller shall deliver to the Buyer such applicable Organizational Documents, resolutions and certificates of good standing, in such form as is reasonably acceptable to the Buyer.

Deliveries at the Closing. (a) At or prior to the Closing,, IR shall deliver or cause to be delivered to each of the respective Buyers: (i) stock certificates (or local legal equivalent) evidencing the Seller shall deliver Shares and/or the Venture Interests to the Buyer the certificate referred to be sold by each Stock Seller, duly endorsed in Section 9(o)blank, or accompanied by stock powers duly executed in blank and with any required stock transfer tax stamps affixed; (ii) a receipt from each Seller for the Seller willportion of the Purchase Price paid to such Seller, and will cause each applicable Seller Party and, to as the extent it has the Legal Right, each Javelina Partnership, to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before the Closing) to which such Seller Party is a partycase may be; (iii) the Buyer will, and will cause the applicable Buyer Party to, execute and deliver each Transaction Agreement Agreements to which such Buyer Party each Seller is a party, duly executed by each relevant Seller; (iv) copies of the Seller shall deliver resolutions (or local equivalent) of the boards of directors and, where required, the stockholders of each Seller, authorizing and approving this Agreement and the Transaction Agreements and the transactions contemplated hereby and thereby, certified by the respective corporate secretaries (or local equivalent) of the applicable Sellers to be true and complete and in full force and effect and unmodified as of the Buyer the Interim Closing StatementDate; (v) the Seller Consents listed on Schedule 2.5(a)(v); and (vi) the certificates required by Section 7.3. (b) At or prior to the Closing, Timken shall deliver, deliver or cause to be delivered, delivered to each of the respective Sellers the following: (i) the Cash Consideration by wire transfer of immediately available funds to an account or accounts designated by IR to Timken not less than two Business Days prior to the Buyer evidence Closing; (ii) stock certificates evidencing the Share Consideration in the denominations and duly registered in the name(s) specified by IR; (iii) a receipt evidencing the applicable Buyer's receipt of the resignation or removal of any officersShares, directors, Representatives the Separate Assets and the Venture Interests; (as defined in the partnership agreements iv) copies of the Javelina Partnerships) or managers of (x) each Acquired Company (other than any Javelina Partnership) and (y) resolutions of the Javelina Partnerships that board of directors of each Buyer authorizing and approving this Agreement and all other transactions and agreements contemplated hereby, certified by the Seller has corporate secretary of each Buyer to be true and complete and in full force and effect and unmodified as of the Legal Right Closing Date; (v) the Transaction Agreements to so remove which Timken or to cause to so resignother applicable Buyer is a party, in each case that the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with duly executed by Timken or such Acquired Company in that capacity after the Closingother Buyer; (vi) the Seller shall deliver to the Buyer an officer’s certificate verifying that the conditions of the Buyer set forth in Section 7(a)(i) have been satisfied;Consents listed on Schedule 2.5(b)(vi); and (vii) the Buyer shall deliver to the Seller an officer’s certificate verifying that the conditions of the Seller set forth in required by Section 7(b)(i) have been satisfied; and (viii) at any time on or before the Closing, the Seller shall deliver to the Buyer such applicable Organizational Documents, resolutions and certificates of good standing, in such form as is reasonably acceptable to the Buyer6.3.

Deliveries at the Closing. At the Closing, (i) the Seller shall deliver to the Buyer the certificate referred to in Section 9(o); (ii) the Seller will, and will cause each applicable Seller Party and, to the extent it has the Legal Right, each Javelina PartnershipAcquired Company, to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before the Closing) to which such Seller Party is a party; (iii) the Buyer will, and will cause the applicable Buyer Party to, execute and deliver each Transaction Agreement to which such Buyer Party is a party; (iv) the Seller shall deliver to the Buyer the Interim Closing Statement; (v) the Seller shall deliver, or cause to be delivered, to the Buyer evidence of the resignation or removal of any officers, directors, Representatives (as defined in the partnership agreements of the Javelina PartnershipsAcquired Companies) or managers of (x) each the Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships Companies, if any, that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after the Closing; (vi) the Seller shall deliver to the Buyer an officer’s certificate verifying that the conditions of the Buyer set forth in Section 7(a)(i) have been satisfied; (vii) the Buyer shall deliver to the Seller an officer’s certificate verifying that the conditions of the Seller set forth in Section 7(b)(i) have been satisfied; and (viii) at any time on or before the Closing, the Seller shall deliver to the Buyer such applicable Organizational Documents, resolutions and certificates of good standingstanding of Seller, in such form as is reasonably acceptable to the Buyer.

Deliveries at the Closing. (a) At the Closing,, Seller will deliver to Buyer: (i) the Assignment and Assumption Agreement, duly executed by Seller; (ii) the ▇▇▇▇ of Sale, duly executed by Seller; (iii) the Services Agreement, duly executed by Seller, (iv) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and Seller shall and their respective legal counsel and executed by Seller; (v) a certificate of Seller’s non-foreign status as set forth in Treasury Regulation 1445-2(b); (vi) a certificate of the secretary of Seller, in form and substance reasonably satisfactory to Buyer, certifying that (A) attached thereto is a true, correct and complete copy of (1) the articles of incorporation of Seller, certified as of a recent date by the Secretary of State of Massachusetts and the bylaws of Seller, (2) resolutions duly adopted by the board of directors and shareholders of Seller authorizing the performance of the Transactions and the execution and delivery of the Transaction Documents to which it is a party and (3) a certificate of existence or good standing as of a recent date of Seller from the Commonwealth of Massachusetts and a certificate of good standing as of a recent date of Seller from each state in which it is qualified to conduct business, (B) the resolutions referenced in subclause (A)(2) are still in effect and (C) to such Person’s Knowledge, subject to any permitted amendments or supplements to the Disclosure Schedule, nothing has occurred since the date of the issuance of the certificate(s) referenced in subclause (A)(3) that would adversely affect Seller’s existence or good standing in any such jurisdiction; (vii) a certificate from an officer of Seller setting forth Seller’s good faith estimate as of the Closing Date of (A) the Estimated Excluded Seller Pipeline Loan Commissions, (B) the Estimated Seller-Owed Commissions and (C) the book value of the Acquired Assets; (viii) a legal opinion with respect to the authority of the Trust to enter into the Agreement and the enforceability of the Agreement as to the Trust, duly executed and delivered by counsel to the Trust, in form and substance reasonably satisfactory to Buyer; (ix) duly executed and delivered Estoppel Certificates from each lessor under an Office Lease; (x) duly executed and delivered non-disturbance Agreements in customary form from each lender that holds an Encumbrance on the premises to which an Office Lease relates; (xi) proprietary information and invention assignment agreements in form and substance reasonably acceptable to Buyer, Seller, and Seller’s legal counsel, duly executed by the Principals and Seller; and (xii) such other documents as may be necessary or advisable to consummate the transactions contemplated hereby, as Buyer may reasonably request, provided such documents are in form and substance reasonably acceptable to Seller and Seller’s legal counsel. (b) At the Closing, Buyer will deliver to Seller: (i) By wire transfer of immediately available funds to an account designated by Seller to Buyer in writing at least two (2) Business Days prior to the Buyer the certificate referred Closing Date, an amount equal to in any amount owed under Section 9(o3.6 (Allocation of Expenses); (ii) the Seller willAssignment and Assumption Agreement, and will cause each applicable Seller Party and, to the extent it has the Legal Right, each Javelina Partnership, to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is duly executed before the Closing) to which such Seller Party is a partyby Buyer; (iii) the Buyer willServices Agreement, and will cause the applicable Buyer Party to, execute and deliver each Transaction Agreement to which such Buyer Party is a party;duly executed by Buyer; and (iv) a certificate of the Seller shall deliver secretary of Buyer, in form and substance reasonably satisfactory to the Buyer the Interim Closing Statement; Seller, certifying that (vA) attached thereto is a true, correct and complete copy of (1) the Seller shall delivercertificate of formation of Buyer, or cause to be deliveredcertified as of a recent date by the Secretary of State of Delaware and the operating agreement of Buyer, to (2) resolutions duly adopted by the managers and members of Buyer evidence authorizing the performance of the resignation or removal of any officers, directors, Representatives (as defined in Transactions and the partnership agreements execution and delivery of the Javelina Partnerships) or managers of (x) each Acquired Company (other than any Javelina Partnership) Transaction Documents to which it is a party and (y3) a certificate of existence or good standing as of a recent date of Buyer from the Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resignState of Delaware, in each case that the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after the Closing; (viB) the Seller shall deliver to the Buyer an officer’s certificate verifying that the conditions of the Buyer set forth resolutions referenced in Section 7(a)(isubclause (A)(2) have been satisfied; are still in effect, (viiC) the Buyer shall deliver is in good standing in all states in which it does business, and (D) to such Person’s Knowledge, nothing has occurred since the Seller an officer’s certificate verifying that the conditions date of the Seller set forth issuance of the certificate(s) referenced in Section 7(b)(isubclause (A)(3) have been satisfied; andthat would adversely affect Buyer’s existence or good standing in any such jurisdiction. (viiic) at any time on or before At the Closing, the Seller shall cause each Principal to deliver to the Buyer such applicable Organizational Documentsindividual’s Employment Agreement, resolutions and certificates of good standingduly executed by such Principal. (d) At the Closing, in Buyer will deliver to each Principal such form as is reasonably acceptable to the individual’s Employment Agreement, duly executed by Buyer.;

Deliveries at the Closing. At the Closing,, subject to the conditions herein: (a) The Purchaser shall, and S▇▇▇ shall cause the Purchaser to, deliver (i) cash payment of the Purchase Price by wire transfer of immediately available funds to the account designated by Toshiba in writing at least three business days prior to the Closing Date; (ii) a duly executed counterpart original of each of the Shareholders Agreement, the Put Agreement (together with a Reimbursement Agreement, to be dated on or about the date of the Put Agreement (the “Reimbursement Agreement”), by and between S▇▇▇ and Toshiba) and the Commercial Relationship Agreement; (iii) the certificate required to be delivered to Toshiba pursuant to Section 8.3(c) of this Agreement; and (iv) such documents and instruments as Toshiba may reasonably request to evidence the satisfaction of all conditions precedent set forth in Section 8 of this Agreement or which are required to be delivered by the Purchaser at or prior to the Closing Date pursuant to this Agreement. (b) Toshiba shall deliver to the Purchaser (i) the Seller shall deliver certificate required to be delivered to the Buyer the certificate referred Purchaser pursuant to in Section 9(o); 8.2(c) of this Agreement; (ii) a duly executed counterpart original of each of the Seller willShareholders Agreement, and will cause each applicable Seller Party and, to the extent it has the Legal Right, each Javelina Partnership, to execute and deliver each Transaction Put Agreement (other than any Transaction Agreement that is executed before together with the ClosingReimbursement Agreement) to which such Seller Party is a party; and the Commercial Relationship Agreement; and (iii) such documents and instruments as the Buyer will, and will cause Purchaser may reasonably request (A) to evidence the applicable Buyer Party to, execute and deliver each Transaction Agreement to which such Buyer Party is a party; (iv) the Seller shall deliver to the Buyer the Interim Closing Statement; (v) the Seller shall deliver, or cause to be delivered, to the Buyer evidence satisfaction of the resignation or removal of any officers, directors, Representatives (as defined in the partnership agreements of the Javelina Partnerships) or managers of (x) each Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after the Closing; (vi) the Seller shall deliver to the Buyer an officer’s certificate verifying that the all conditions of the Buyer precedent set forth in Section 7(a)(i8 of this Agreement, (B) have been satisfied;which are required to be delivered by Toshiba at or prior to the Closing Date pursuant to this Agreement or (C) in connection with its financing arrangements for the acquisition of the Purchased Shares. (viic) The Company shall, and Toshiba shall cause the Buyer shall Company to, deliver to the Seller an officer’s Purchaser (i) a certificate verifying that representing the conditions of Purchased Shares bearing the Seller legend set forth in Section 7(b)(i6.5 , (ii) have been satisfied; and a copy of the Company’s register of Shareholders, updated to record the issuance of the Purchased Shares to Purchaser and (viiiiii) at any time on or before a duly executed counterpart original of each of the Closing, Shareholders Agreement and the Seller shall deliver to the Buyer such applicable Organizational Documents, resolutions and certificates of good standing, in such form as is reasonably acceptable to the BuyerCommercial Relationship Agreement.

Deliveries at the Closing. At the Closing,, in addition to the other actions contemplated elsewhere herein: (ia) the Seller shall deliver to the Buyer the certificate referred to in Section 9(o); (ii) the Seller will, and will cause each applicable Seller Party and, to the extent it has the Legal Right, each Javelina Partnership, to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before the Closing) to which such Seller Party is a party; (iii) the Buyer will, and will cause the applicable Buyer Party to, execute and deliver each Transaction Agreement to which such Buyer Party is a party; (iv) the Seller shall deliver to the Buyer the Interim Closing Statement; (v) the Seller shall deliver, or cause to be delivered, to Buyer the Buyer evidence following: (i) the License Agreement, duly executed by Seller; (ii) the ▇▇▇▇ of Sale, Assignment and Assumption Agreement, duly executed by Seller; [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION CONFIDENTIAL TREATMENT REQUESTED BY DIGIRAD CORPORATION (iii) the Service Contracts, duly executed by Seller; (iv) copies of the resignation or removal of any officers, directors, Representatives (as defined in the partnership agreements resolutions of the Javelina PartnershipsBoard of Directors of Digirad Corporation and DIS authorizing the execution, delivery and performance of this Agreement and the other agreements and instruments referred to herein; (v) pink slips for [***] vans (which shall be provided after the Closing as soon as they are available); (vi) those closing deliverables set forth in Section 7.1; and (vii) such other documents and instruments as Buyer may reasonably request to effectuate or managers of evidence the transactions contemplated by this Agreement. (xb) each Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships that the Seller has the Legal Right to so remove Buyer shall deliver, or to shall cause to so resignbe delivered, in each case that to Seller the Buyer has not identified to items described below: (i) the Seller within a reasonable period License Agreement, duly executed by Buyer; (ii) the ▇▇▇▇ of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after Sale, Assignment and Assumption Agreement, duly executed by Buyer; (iii) the ClosingService Contracts, duly executed by Buyer; (iv) the Notes, duly executed by Buyer; (v) the Security Agreement of even date herewith; (vi) the Seller shall deliver to the Buyer an officer’s certificate verifying that the conditions cash portion of the Buyer set forth Purchase Price to DIS in Section 7(a)(i) have been satisfied;cash or immediately available funds; and (vii) such other documents and instruments as Seller may reasonably request to effectuate or evidence the Buyer shall deliver to the Seller an officer’s certificate verifying that the conditions of the Seller set forth in Section 7(b)(i) have been satisfied; and (viii) at any time on or before the Closing, the Seller shall deliver to the Buyer such applicable Organizational Documents, resolutions and certificates of good standing, in such form as is reasonably acceptable to the Buyertransactions contemplated by this Agreement.

Deliveries at the Closing. At Subject to the conditions set forth in this Agreement, at the Closing,: (a) Seller shall deliver to Buyer: (i) the Seller shall deliver to the Buyer the certificate referred to in Section 9(o)The Instrument of Transfer, a form of which is attached hereto as Exhibit A; (ii) the Seller willGold Leasing Agreement, and will cause each applicable Seller Party anda form of which is attached hereto as Exhibit B, to the extent it has the Legal Right, each Javelina Partnership, to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before the Closing) pursuant to which such Seller Party is a partyshall lease to Buyer up to 25,000 fine ounces of "good delivery bullion" gold (the "Seller Leased Gold"); (iii) the Sales Agreement, a form of which is attached hereto as Exhibit C, pursuant to which Seller and its domestic subsidiaries shall agree to continue as customers of the Business in accordance with historical practice and Buyer willshall provide certain services to Seller and its domestic subsidiaries after the Closing at the lower of (A) the rates set forth in Schedule A attached to the Sales Agreement, or (B) the lowest rates charged for the items or services set forth on Schedule A to buyers of a size similar to Seller, and will cause in annual volumes similar to that of Seller. Buyer agrees that any rate reduction made in items or services of the applicable Buyer Party to, execute type set forth on Schedule A made subsequent to the Closing shall be made available to Seller on such terms and deliver each Transaction Agreement conditions as are made to which such Buyer Party is unaffiliated third parties of a partysize similar to Seller by Buyer; (iv) the Interim Services Agreement, a form of which is attached hereto as Exhibit D, pursuant to which Seller shall deliver provide to Buyer certain services as set forth therein for a period not to exceed three-months from the Closing Date, which shall be extended at the option of Buyer for an additional period not to exceed three months; (v) any documents that are necessary to transfer to Buyer good title to all the Assets, including, without limiting the foregoing, limited warranty deeds (with covenants against grantor's acts) for real property and assignments of leases (together with landlord's consents, if required by the respective lease, and estoppels, if Seller is entitled to obtain an estoppel from the landlord under the terms of the applicable lease, each in a form as is required under such lease) constituting a part of the Assets, affidavits required by Buyer's title insurer and an affidavit affirming that Seller is not a "foreign person" in accordance with Section 1445 of the Internal Revenue Code of 1986, as amended; and (vi) the Trademark License Agreement (the "License Agreement"), a form of which is attached hereto as Exhibit E, pursuant to which the right to use a form of the "Handy & Harm▇▇" ▇▇me and an "H&H" logo shall be licensed to Buyer, subject to the terms and conditions set forth therein; (vii) all opinions, certificates, undertakings and other instruments and documents required to be delivered by Seller at or prior to the Closing or otherwise required in connection herewith. (b) Buyer shall deliver and pay, or cause to be delivered or paid, to the Interim Seller: (i) the Closing StatementPayment as required by Section 1.1(b) hereof; (ii) the Replacement Precious Metals, as defined in Section 5.9 hereof; (iii) the Seller Gold Leasing Agreement; (iv) the Sales Agreement; (v) the Seller shall deliver, or cause to be delivered, to the Buyer evidence of the resignation or removal of any officers, directors, Representatives (as defined in the partnership agreements of the Javelina Partnerships) or managers of (x) each Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after the ClosingInterim Services Agreement; (vi) the Seller shall deliver to the Buyer an officer’s certificate verifying that the conditions of the Buyer set forth in Section 7(a)(i) have been satisfiedLicense Agreement; (vii) the Undertaking, a form of which is attached hereto as Exhibit J, pursuant to which Buyer shall deliver to the Seller an officer’s certificate verifying that the conditions assume certain liabilities of the Seller Business as set forth in Section 7(b)(i) have been satisfied7.1 hereof; and (viii) all opinions, certificates, undertakings and other instruments and documents required to be delivered by Buyer at any time on or before the Closing, the Seller shall deliver prior to the Buyer such applicable Organizational Documents, resolutions and certificates of good standing, Closing or otherwise required in such form as is reasonably acceptable to the Buyerconnection herewith.

Deliveries at the Closing. At or before the Closing,: (a) HEP and Regency Sub shall execute and deliver a ▇▇▇▇ of sale evidencing the transfer of the Interests from HEP to Regency Sub in the form of Exhibit “A” attached hereto; (b) HEP, Regency Sub and Regency shall execute and deliver an escrow agreement (the “Escrow Agreement”) in the form of Exhibit “B” attached hereto, pursuant to which a portion of the Purchase Price Units will be held in escrow as security for any obligations of HEP for indemnification hereunder; (c) HEP shall deliver, or cause to be delivered, to Regency and Regency Sub (i) the Seller shall deliver to the Buyer the officer’s certificate referred to in Section 9(o6.1(a), and (ii) all the other documents, certificates and other instruments required to be delivered or caused to be delivered by HEP pursuant hereto; (iid) the Seller willHEP shall deliver, and will or cause each applicable Seller Party andto be delivered, to Regency Sub a certificate duly executed by HEP, dated as of the extent it has Closing Date, in the Legal Rightform specified by Treasury Regulations Section 1.1445-2(b)(2), each Javelina Partnershipcertifying HEP’s non-foreign status; (e) HEP, to Regency Sub and Regency will execute and deliver each Transaction a Non-Competition Agreement (other than any Transaction Agreement that is executed before the Closing“Non-Competition Agreement”) to which such Seller Party is a partyin the form of Exhibit “C” attached hereto; (iiif) the Buyer will, HEP and Regency will cause the applicable Buyer Party to, execute and deliver each Transaction a Lockup Agreement to which such Buyer Party is a party(the “Lockup Agreement”) in the form of Exhibit “D” attached hereto; (ivg) HEP and Regency will execute and deliver a Registration Rights Agreement (the Seller shall deliver to “Registration Rights Agreement”) in the Buyer the Interim Closing Statementform of Exhibit “E” attached hereto; (vh) HEP and Regency will execute and deliver a Transition Services Agreement (the Seller “Transition Services Agreement” ) in the form of Exhibit “F” attached hereto; (i) Regency Sub shall deliver, or cause to be delivered, to the Buyer evidence escrow agent (the “Escrow Agent”) under the Escrow Agreement a portion of the resignation or removal of any officersCash Purchase Price equal to $2,000,000 (the “Diamond Y Escrow Deposit”), directors, Representatives (as defined in the partnership agreements of the Javelina Partnerships) or managers of (x) each Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company escrow account designated for funding certain environmental remediation described in that capacity after Section 5.13 hereof (the Closing“Diamond Y Escrow Account”) under the Escrow Agreement; (vij) the Seller Regency shall deliver deliver, or cause to be delivered, to the Buyer an officer’s certificate verifying that Escrow Agent under the conditions Escrow Agreement 1,113,191 of the Buyer Purchase Price Units issued in the name of HEP (the “Escrow Units”), to the general escrow account (the “Escrow Account”) under the Escrow Agreement; (k) Regency Sub shall deliver, or cause to be delivered, to HEP the remainder of the Cash Purchase Price after payment to the Escrow Agent of the Diamond Y Escrow Deposit, adjusted as applicable as of the Closing Date as set forth in Section 7(a)(i) have been satisfied1.3, by wire transfer to an account designated by HEP; (viil) Regency shall deliver, or cause to be delivered, to HEP by book entry with the Buyer shall deliver to the Seller an officer’s certificate verifying that the conditions transfer agent of the Seller set forth in Section 7(b)(i) have been satisfiedCommon Units the Purchase Price Units, minus the Escrow Units; and (viiim) at any time on Regency and Regency Sub shall deliver, or before cause to be delivered, to HEP (i) the Closingofficer’s certificate referred to in Section 6.2(a), and (ii) all the Seller shall deliver other documents, certificates and other instruments required to the Buyer such applicable Organizational Documents, resolutions be delivered or caused to be delivered by Regency and certificates of good standing, in such form as is reasonably acceptable to the BuyerRegency Sub pursuant hereto.

Deliveries at the Closing. At the Closing, (i) the Seller shall deliver to the Buyer the certificate referred to in Section o inSection 9(o); (ii) the Seller will, and will cause each applicable Seller Party and, to the extent it has the Legal Right, each Javelina Partnership, to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before the Closing) to which such Seller Party is a party; (iii) the Buyer will, and will cause the applicable Buyer Party to, execute and deliver each Transaction Agreement to which such Buyer Party is a party; (iv) the Seller shall deliver to the Buyer the Interim Closing Statement; (v) the Seller shall deliver, or cause to be delivered, to the Buyer evidence of the resignation or removal of any officers, directors, Representatives (as defined in the partnership agreements of the Javelina Partnerships) directors or managers of (x) each Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after the Closing; (vi) the Seller shall deliver to the Buyer an officer’s 's certificate verifying that the conditions of the Buyer set forth in Section 7(a)(i) have been satisfied; (vii) the Buyer shall deliver to the Seller an officer’s 's certificate verifying that the conditions of the Seller set forth in Section 7(b)(i) have been satisfied; and (viii) at any time on or before the Closing, the Seller shall deliver to the Buyer such applicable Organizational Documents, resolutions and certificates of good standing, in such form as is reasonably acceptable to the Buyer.

Deliveries at the Closing. At the Closing,: (a) Buyer will deliver to Seller, by wire transfer of immediately available funds to one or more accounts designated in writing by Seller (such designation to be made at least two (2) Business Days prior to the Closing Date), an amount in cash equal to the Estimated Purchase Price; (b) Seller will deliver to Buyer the certificates referred to in Sections 4.2.1(c) below and 4.2.2 below; (c) Buyer will deliver to Seller the certificates referred to in Sections 4.3.1(c) below and 4.3.2 below; (d) Seller will deliver to Buyer stock certificates representing the Target Shares, endorsed in blank or accompanied by duly executed stock powers; (e) Seller shall deliver to Buyer the minute books, stock ledgers and transfer records and the corporate seal for each entity that is a member of the Target Group (including, without limitation, to the extent certificated, certificates representing all outstanding shares of capital stock or other equity interests of each entity that is a member of the Target Group), except to the extent Applicable Law requires that such instruments be maintained at the offices of such member of the Target Group; (f) Seller shall deliver to Buyer an executed resignation, in a form reasonably acceptable to Buyer, effective as of the Closing Date, from each of the directors of each member of the Target Group, except for resignations of any such directors in respect of whom Buyer notifies Seller, at least ten (10) days prior to Closing, that no such resignation is required; (g) Seller shall deliver to Buyer a copy of a Certificate of Good Standing from the Secretary of State of the State of Delaware, as of date within three (3) Business Days of the Closing Date, evidencing the good standing of Target in such state; (h) Seller shall deliver to Buyer an update to Section 2.2.3(g) of the Seller Disclosure Schedule, setting forth a list, as of a date within five (5) Business Days prior to the Closing Date, which is correct and complete as of such date, of all bank accounts and safe deposit boxes of the Target Group, the number of each such account or box and such information as Seller can reasonably locate regarding the Persons authorized to draw on such accounts or to access such boxes; and (i) the Seller shall deliver to the Buyer the certificate referred to in Section 9(o); (ii) the Seller willa duly executed certification, and will cause each applicable Seller Party and, to the extent it has the Legal Right, each Javelina Partnership, to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before the Closing) to which such Seller Party is a party; (iii) the Buyer will, and will cause the applicable Buyer Party to, execute and deliver each Transaction Agreement to which such Buyer Party is a party; (iv) the Seller shall deliver to the Buyer the Interim Closing Statement; (v) the Seller shall deliver, or cause to be delivered, to the Buyer evidence of the resignation or removal of any officers, directors, Representatives (as defined substantially in the partnership agreements form of Exhibit E hereto, that Seller is not a foreign person within the Javelina Partnerships) or managers of (x) each Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after the Closing; (vi) the Seller shall deliver to the Buyer an officer’s certificate verifying that the conditions of the Buyer meaning set forth in Treasury Regulation Section 7(a)(i) have been satisfied; (vii) the Buyer shall deliver to the Seller an officer’s certificate verifying that the conditions of the Seller set forth in Section 7(b)(i) have been satisfied; and (viii) at any time on or before the Closing, the Seller shall deliver to the Buyer such applicable Organizational Documents, resolutions and certificates of good standing, in such form as is reasonably acceptable to the Buyer1.1445-2(b)(2)(iv).

Deliveries at the Closing. At the Closing,: (i) the Buyer shall pay to the Seller the Closing Payment, in cash by wire transfer of immediately available federal funds to an account designated by the Seller; (ii) the Seller shall deliver to the Buyer the certificate referred to in Section 9(o); (iiiii) the Seller will, and will cause each applicable Seller Party and, to the extent it has the Legal Right, each Javelina Partnership, to will execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before the Closing) Document to which such Seller Party is a party; (iiiiv) the Buyer will, and will cause the applicable each Buyer Party to, will execute and deliver each Transaction Agreement Document to which such Buyer Party is a party; (iv) the Seller shall deliver to the Buyer the Interim Closing Statement; (v) the Seller shall deliver, or cause to be delivered, to the Buyer evidence of the resignation or removal of any officers, directors, Representatives (as defined in the partnership agreements of the Javelina Partnerships) or managers of (xthe Acquired Companies and) each Acquired Company (its officers, committee members and other than any Javelina Partnership) and (y) representatives of the Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resignPartnership, if any, in each case that unless the Buyer has not identified to the Seller within a reasonable period of time Parties agree before Closing as a that such Person that will be continuing with such Acquired Company in that capacity after the Closing; (vi) the Seller shall deliver to the Buyer an officer’s certificate verifying that the conditions of the Buyer set forth in Section 7(a)(i) have been satisfied; (vii) the Buyer shall deliver to the Seller an officer’s certificate verifying that the conditions of the Seller set forth in Section 7(b)(i) have been satisfied; and; (viii) at any time on or before the Closing, the Seller shall deliver to the Buyer such applicable Organizational Documents, resolutions and certificates of good standingstanding of the Seller Parties, the Acquired Companies, and the Partnership, in such form as is reasonably acceptable to the Buyer; and (ix) any other documents that the Buyer or the Seller may reasonably request.

Deliveries at the Closing. (a) At the Closing,, Buyer shall deliver or cause to be delivered to Seller the following: (i) a wire transfer by Holdings in an amount equal to the Cash Purchase Price; (ii) certified copies of resolutions adopted by the Board of Directors (or equivalent body) of Buyer and of Holdings authorizing the purchase of the Shares by Holdings in accordance with the terms of this Agreement; (iii) a certificate of good standing (or equivalent document) for each of Buyer and Holdings issued by the appropriate governmental authority and dated within the 30-day period prior to the date hereof; (iv) incumbency and specimen signature certificates with respect to the officer(s) of Buyer and of Holdings executing this Agreement and any other document delivered hereunder which is executed by Buyer and/or Holdings, as applicable; and (v) a legal opinion of ▇▇▇▇▇ ▇▇▇▇ LLP in a form reasonably satisfactory to Seller. (b) At the Closing, Seller shall deliver or cause to be delivered to Holdings the following: (i) the Seller shall deliver to the Buyer the certificate referred to Shares, endorsed as provided in Section 9(o); 4.05 above; (ii) certified copies of resolutions adopted by the Board of Directors of Seller will, and will cause each applicable the sole shareholder of Seller Party and, to authorizing the extent it has sale of the Legal Right, each Javelina Partnership, to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before Shares in accordance with the Closing) to which such Seller Party is a party; terms of this Agreement; (iii) the resignation, effective as of the Closing, of each director and each officer of WMG (unless Buyer will, and will cause specifies otherwise in writing at least five business days prior to the applicable Buyer Party to, execute and deliver each Transaction Agreement to which such Buyer Party is a party; Closing); (iv) a certificate of good standing for Seller issued by the Seller shall deliver Nevada Secretary of State and dated within the 30-day period prior to the Buyer the Interim Closing Statement; date hereof; (v) a certificate of good standing for WMG issued by the Seller shall deliver, or cause to be delivered, Delaware Secretary of State and dated within the seven-day period prior to the Buyer evidence of the resignation or removal of any officers, directors, Representatives (as defined in the partnership agreements of the Javelina Partnerships) or managers of (x) each Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after the Closing; date hereof; (vi) the Seller shall deliver to the Buyer an officer’s certificate verifying that the conditions certified copies of the Buyer set forth in Section 7(a)(i) have been satisfied; Certificate of Incorporation and By-Laws of WMG; (vii) a certified copy of resolutions adopted by the Buyer shall deliver to Board of Directors of JohnsonDiversey authorizing the Seller an officer’s certificate verifying that the conditions execution and delivery of the Seller set forth in Section 7(b)(i) have been satisfiedJoinder attached hereto as a part of this Agreement; and (viii) at any time on or before the Closing, the Seller shall deliver an incumbency and specimen signature certificate with respect to the Buyer such applicable Organizational Documentsofficer(s) of Seller executing this Agreement and any other document delivered hereunder which is executed by Seller, resolutions and certificates (ix) a legal opinion of good standing, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Van Deuren s.c. in such a form as is reasonably acceptable satisfactory to the Buyer.

Deliveries at the Closing. (a) At the Closing, , (ix) Buyer and the Seller Representative shall execute and deliver the Paying Agent Agreement and (y) Buyer shall deliver to the Paying Agent cash in an amount equal to the aggregate Closing Stock Payment, to be held in a segregated bank account for the benefit of the Stockholders and used solely and exclusively for purposes of distribution to the Stockholders in accordance with the Closing Certificate. At or after the Closing, upon delivery by a Stockholder of a Letter of Transmittal and a certificate or certificates (each, a “Certificate”) representing (immediately prior to the Effective Time) the shares of Company Stock held by such Stockholder set forth in such Letter of Transmittal (or a lost stock certificate affidavit), Buyer shall cause the certificate referred Paying Agent to pay to such Stockholder the Closing Stock Payment payable to such Stockholder as set forth on the Closing Certificate. Until so surrendered, each share of Company Stock shall represent solely the right to receive the amounts set forth in Section 9(o2.04(b);. Any amounts payable pursuant to Section 2.04(b) to any Stockholder who has not complied with this Section 2.06(a) shall instead be retained by the Paying Agent for payment to such Stockholder following compliance with this Section 2.06(a). Buyer shall cause the Paying Agent to pay such amounts to such Stockholder within two (2) Business Days following receipt by the Paying Agent of such Stockholder’s duly executed Letter of Transmittal, together with all deliveries required thereunder; provided, however, that Buyer shall cause the Paying Agent to pay such amounts at the Closing to any such Stockholder who has delivered such duly executed Letter of Transmittal, together with all deliveries required thereunder, prior to the Closing Date. (iib) the Seller will, and will cause each applicable Seller Party and, to the extent it has the Legal Right, each Javelina Partnership, to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before At the Closing) to which such Seller Party is a party; (iii) the , Buyer will, and will cause the applicable Buyer Party to, execute and deliver each Transaction Agreement to which such Buyer Party is a party; (iv) the Seller shall deliver to the Paying Agent cash in an amount equal to the aggregate Closing Option Payment to which In-the-Money Optionholders that hold Nonemployee Options are entitled, to be held in a segregated bank account for the benefit of such Optionholders and used solely and exclusively for purposes of distribution to such Optionholders in accordance with the Closing Certificate. At or after the Closing, upon delivery by an In-the-Money Optionholder holding Nonemployee Options of a Letter of Transmittal, Buyer shall cause the Interim Paying Agent to pay to such Optionholder the Closing Statement;Option Payment payable to such Optionholder as set forth on the Closing Certificate. Until so surrendered, each Nonemployee Option shall represent solely the right to receive the amounts set forth in Section 2.04(d). Any amounts payable pursuant to Section 2.04(d) to any Optionholder holding Nonemployee Options who has not complied with this Section 2.06(b) shall instead be retained by the Paying Agent for payment to such Optionholder following compliance with this Section 2.06(b). Buyer shall cause the Paying Agent to pay such amounts to such Optionholder within two (2) Business Days following receipt by the Paying Agent of such Optionholder’s duly executed Letter of Transmittal; provided, however, that Buyer shall cause the Paying Agent to pay such amounts at the Closing to any such Optionholder who has delivered such duly executed Letter of Transmittal prior to the Closing Date. (vc) At the Seller Closing, Buyer shall, or shall delivercause Merger Sub to, deliver to the Company an amount equal to the aggregate Closing Option Payments to which the In-the-Money Optionholders holding Employee Options are entitled as set forth in the Closing Certificate by wire transfer of immediately available funds to an account that is designated by the Company at least two (2) days prior to the Closing Date. The Company shall, through the Company’s payroll system, pay such amounts to such Optionholders no later than on the next regular payroll date that is at least two (2) Business Days following receipt by the Company of such Optionholder’s duly executed Letter of Transmittal. (d) At the Closing, Buyer shall, or shall cause the Company to cancel each Management Promissory Note to the extent such Management Promissory Note is paid in full from the applicable Stockholder’s Stock Consideration payable hereunder, effective as of the Closing Date, and deliver each such cancelled Management Promissory Note to the maker thereof. (e) At the Closing, Buyer shall pay, or cause to be deliveredpaid, all Indebtedness of the Company and its Subsidiaries outstanding as of immediately prior to the Buyer evidence Closing and set forth on the Indebtedness Payoff Schedule, which shall be delivered by the Company no later than two (2) Business Days prior to the Closing. For the avoidance of doubt, the Indebtedness Payoff Schedule shall set forth all Indebtedness of the resignation or removal of any officers, directors, Representatives (as defined in the partnership agreements Company and its Subsidiaries of the Javelina Partnershipstype described in clauses (i), (ii), and (vi) or managers of the definition of “Indebtedness.” In order to facilitate such payment, no later than (2) Business Days prior to the Closing, the Company shall obtain (x) each Acquired with respect to Indebtedness of the Company and its Subsidiaries of the type described in clauses (i) and (ii) of the definition of “Indebtedness” (including, for the avoidance of doubt, any and all accrued interest, fees, expenses or other than any Javelina Partnership) amounts related thereto), reasonable and customary payoff letters for all such Indebtedness (containing reasonable detail), which payoff letters shall indicate that the lenders of such Indebtedness have agreed to release, or have provided the Company with the authority to file customary releases with respect to, all such Liens in respect of such Indebtedness relating to the assets and properties of the Company and its Subsidiaries upon receipt of the amounts indicated in such payoff letters and (y) with respect to all Indebtedness of the Javelina Partnerships that Company and its Subsidiaries of the Seller has the Legal Right to so remove or to cause to so resign, type described in each case that the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after the Closing; clause (vi) of the Seller shall deliver definition of “Indebtedness,” evidence of the termination, to be effective as of the Buyer an officer’s certificate verifying Closing, of the underlying exchange rate Contracts, interest rate protection agreements or other hedging or derivatives arrangements of the Company or its Subsidiaries. In the event that the conditions Company or any of its Subsidiaries has any guaranty of the Buyer set forth type described in Section 7(a)(i) have been satisfied; (vii) the Buyer shall deliver to the Seller an officer’s certificate verifying that the conditions of the Seller set forth in Section 7(b)(i) have been satisfied; and clause (viii) at of the definition of “Indebtedness,” no later than two (2) Business Days prior to Closing, the Company shall obtain a reasonable a customary termination and release of any time on such guaranty effective as of the Closing, which termination and release shall indicate that the beneficiary of any such guaranty has agreed to release all Liens in respect of such guaranty relating to the assets and properties of the Company and its Subsidiaries, if any, and that the Company and its Subsidiaries shall, effective as of the Closing, have no further obligation or before other Liability thereunder. No later than (2) Business Days prior to the Closing, the Seller Company shall, with respect to all Indebtedness of the Company and its Subsidiaries of the type described in clause (iv) of the definition of “Indebtedness,” obtain from the lessors thereof, reasonable evidence (containing reasonable detail) of the total amount of estimated Indebtedness of the Company and its Subsidiaries related thereto as of immediately prior to the Closing. (f) At the Closing, Buyer shall pay, or cause to be paid, on behalf of the Company and its Subsidiaries or their respective Affiliates, as applicable, the Company Transaction Expenses set forth on the Company Transaction Expenses Payment Schedule delivered by the Company no later than two (2) Business Days prior to the Closing, to the extent unpaid as of immediately prior to the Closing. In order to facilitate such payment, prior to the Closing, the Company shall obtain invoices, as applicable, with respect to such Company Transaction Expenses that are to be paid by Buyer pursuant to this Section 2.06(f). (g) At the Closing, Buyer and the Representative shall execute and deliver the Escrow Agreement, and Buyer shall deliver or cause to be delivered to the Escrow Agent, by wire transfer of immediately available funds, cash in an amount equal to the Adjustment Escrow Amount. (h) At the Closing, Buyer shall deliver or cause to be delivered to the Representative, by wire transfer of immediately available funds, an amount of $10,000,000.00 (the “Representative Expense Amount”), for the Representative to hold in the Representative Expense Account and disburse in accordance with the terms of this Agreement. (i) At the Closing, the Company shall deliver to Buyer an affidavit, executed by the Company under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation Sections 1.897-2(h) and 1.1445-2(e); provided, that if Buyer does not receive such applicable Organizational Documentscertificate and notice, resolutions Buyer’s sole remedy shall be to withhold from payments to be made pursuant to this Agreement any required withholding Tax under Section 1445 of the Code. (j) At the Closing, the Company shall deliver to Buyer evidence that the Stockholders Agreement shall have been terminated effective as of the Closing; notwithstanding the foregoing, such evidence shall provide that the termination shall not affect any of the obligations under Sections 4.2, 4.3 and certificates 5.1 of good standing, in such form as is reasonably acceptable to the BuyerStockholders Agreement.

Deliveries at the Closing. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing,: (a) the Seller and the Purchaser shall approve the Initial Schedule of Transferred Clients which shall preliminarily identify as of the Closing Date (i) each of the Transferred Clients whose Client Service Agreements are included in the Acquired Assets, (ii) the annualized Administrative Fees for such Transferred Clients, (iii) the number of Worksite Employees of such Transferred Clients and (iv) the payroll processing dates for the Transferred Clients. Within five Business Days following the Closing Date, the Seller shall prepare a final form of such Schedule which shall be subject to the approval of the Purchaser and will finalize the information set forth thereon as of immediately prior to 12:01 a.m. on the Closing Date (the "Closing Date Schedule of Transferred Clients"); (b) the Seller and the Subsidiaries shall execute, acknowledge (if appropriate) and deliver to the Purchaser: (i) the Seller shall deliver assignment agreement(s) in such form as are reasonably satisfactory to the Buyer Purchaser and its counsel and sufficient to transfer title to the certificate referred Acquired Assets to in Section 9(o)the Purchaser; (ii) the Seller willsuch other instruments of sale, transfer, conveyance, and will cause each applicable Seller Party and, to assignment as the extent it has the Legal Right, each Javelina Partnership, to execute Purchaser and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before the Closing) to which such Seller Party is a partyits counsel may reasonably request; (iii) certificates executed by the Buyer will, Seller and will cause the applicable Buyer Party to, execute Subsidiaries as to the accuracy of their representations and deliver each Transaction warranties contained herein as of the date of this Agreement and as of the Closing Date and as to which such Buyer Party is a partytheir compliance and performance of their covenants and obligations contained herein to be performed or complied with at or before the Closing Date; (iv) a certificate of the Secretary of the Seller and the Secretaries of each of the Subsidiaries certifying and attaching all requisite resolutions or actions of the boards of directors of the Seller and the Subsidiaries approving the execution and delivery by the Seller and the Subsidiaries, as the case may be, of the Acquisition Documents to which they are a party and the consummation of the transactions contemplated in such Acquisition Documents, and certifying to the incumbency and signatures of the officers of the Seller and the Subsidiaries executing the Acquisition Documents and any other document relating to the transactions contemplated by this Agreement; and (v) an opinion or opinions of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP covering the matters described on Exhibit B; and (vi) evidence satisfactory to the Purchaser that Fleet Bank has consented to the consummation of the transactions contemplated in the Acquisition Documents and has released its Security Interest in the Acquired Assets. (c) the Purchaser shall execute, acknowledge (if appropriate), and deliver to the Seller: (i) assumption agreement(s) in such form as are reasonably satisfactory to the Seller and its counsel and sufficient for the Purchaser to assume the Assumed Liabilities; (ii) a certificate executed by the Purchaser as to the accuracy of its representations and warranties contained herein as of the date of this Agreement and as of the Closing Date and as to its compliance and performance of its covenants and obligations to be performed or complied with at or before the Closing Date; (iii) a certificate of the Secretary of the Purchaser certifying and attaching all requisite resolutions or actions of the Purchaser's board of directors approving the execution and delivery of the Acquisition Documents to which it is a party and the consummation of the transactions contemplated in such Acquisition Documents, and certifying to the incumbency and signatures of the officers of the Purchaser executing the Acquisition Documents to which it is a party and any other document relating to the transactions contemplated by this Agreement; and (iv) an opinion or opinions of Powell, Goldstein, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP covering the matters described on Exhibit C; (d) the Purchaser will deliver to the Seller the Initial Purchase Price as provided in Section 2.03(a); (e) the Purchaser shall deliver to the Buyer Escrow Agent the Interim Closing StatementDeferred Purchase Price as provided in Section 2.03(b); (vf) the Seller shall deliverPurchaser, or cause to be delivered, to the Buyer evidence of the resignation or removal of any officers, directors, Representatives (as defined in the partnership agreements of the Javelina Partnerships) or managers of (x) each Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships that the Seller has and the Legal Right to so remove or to cause to so resign, in each case that Escrow Agent shall execute and deliver the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after the Closing; (vi) the Seller shall deliver to the Buyer an officer’s certificate verifying that the conditions of the Buyer set forth in Section 7(a)(i) have been satisfied; (vii) the Buyer shall deliver to the Seller an officer’s certificate verifying that the conditions of the Seller set forth in Section 7(b)(i) have been satisfiedEscrow Agreement; and (viiig) at any time on or before the Closing, Purchaser and the Seller shall execute and deliver to the Buyer such applicable Organizational Documents, resolutions and certificates of good standing, Transition Services Agreement in such the form attached hereto as is reasonably acceptable to the Buyer.Exhibit D.

Deliveries at the Closing. At the Closing,, subject to the conditions herein: (a) The Purchaser shall, and S▇▇▇ shall cause the Purchaser to, deliver (i) cash payment of the Purchase Price by wire transfer of immediately available funds to the account designated by Toshiba in writing at least three business days prior to the Closing Date; (ii) a duly executed counterpart original of each of the Shareholders Agreement, the Put Agreement (together with a Reimbursement Agreement, to be dated on or about the date of the Put Agreement (the “Reimbursement Agreement”), by and between S▇▇▇ and Toshiba) and the Commercial Relationship Agreement; (iii) the certificate required to be delivered to Toshiba pursuant to Section 8.3(c) of this Agreement; and (iv) such documents and instruments as Toshiba may reasonably request to evidence the satisfaction of all conditions precedent set forth in Section 8 of this Agreement or which are required to be delivered by the Purchaser at or prior to the Closing Date pursuant to this Agreement. (b) Toshiba shall deliver to the Purchaser (i) the Seller shall deliver certificate required to be delivered to the Buyer the certificate referred Purchaser pursuant to in Section 9(o); 8.2(c) of this Agreement; (ii) a duly executed counterpart original of each of the Seller willShareholders Agreement, and will cause each applicable Seller Party and, to the extent it has the Legal Right, each Javelina Partnership, to execute and deliver each Transaction Put Agreement (other than any Transaction Agreement that is executed before together with the ClosingReimbursement Agreement) to which such Seller Party is a party; and the Commercial Relationship Agreement; and (iii) such documents and instruments as the Buyer will, and will cause Purchaser may reasonably request (A) to evidence the applicable Buyer Party to, execute and deliver each Transaction Agreement to which such Buyer Party is a party; (iv) the Seller shall deliver to the Buyer the Interim Closing Statement; (v) the Seller shall deliver, or cause to be delivered, to the Buyer evidence satisfaction of the resignation or removal of any officers, directors, Representatives (as defined in the partnership agreements of the Javelina Partnerships) or managers of (x) each Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after the Closing; (vi) the Seller shall deliver to the Buyer an officer’s certificate verifying that the all conditions of the Buyer precedent set forth in Section 7(a)(i8 of this Agreement, (B) have been satisfied;which are required to be delivered by Toshiba at or prior to the Closing Date pursuant to this Agreement or (C) in connection with its financing arrangements for the acquisition of the Purchased Shares. (viic) The Company shall, and Toshiba shall cause the Buyer shall Company to, deliver to the Seller an officer’s Purchaser (i) a certificate verifying that representing the conditions of Purchased Shares bearing the Seller legend set forth in Section 7(b)(i6.5, (ii) have been satisfied; and a certified copy of the Company’s register of members showing the Purchaser as the holder of the Purchased Shares and (viiiiii) at any time on or before a duly executed counterpart original of each of the Closing, Shareholders Agreement and the Seller shall deliver to the Buyer such applicable Organizational Documents, resolutions and certificates of good standing, in such form as is reasonably acceptable to the BuyerCommercial Relationship Agreement.

Deliveries at the Closing. At the Closing,: (i) the Seller Holdings shall deliver to each Purchaser one or more stock certificates evidencing the Buyer Holdings Common Stock to be purchased by such Purchaser pursuant to Section 1B above, registered in such Purchaser’s name, which certificates shall bear an appropriate legend regarding the certificate referred to in Section 9(o)absence of registration under the Securities Act of the shares represented thereby; (ii) Each Purchaser shall deliver to Holdings the Seller willaggregate purchase price for the shares of Holdings Common Stock to be issued by Holdings to such Purchaser pursuant to Section 1B above, and will cause each applicable Seller Party and, by wire transfer of immediately available funds on the Closing Date to a bank account designated in writing by Holdings at least three (3) Business Days prior to the extent it has the Legal Right, each Javelina Partnership, to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before the Closing) to which such Seller Party is a partyClosing Date; (iii) The Company and each of the Buyer will, and will cause the applicable Buyer Party to, guarantors thereunder shall execute and deliver the Indenture and the Security Documents referenced therein and the Company shall deliver to each Transaction Agreement Purchaser the Convertible Notes to be purchased by such Purchaser pursuant to Section 1C above, which Convertible Notes shall be registered in such Buyer Party is a partyPurchaser’s name and shall bear an appropriate legend regarding the absence of registration under the Securities Act of the Convertible Notes; (iv) the Seller Each Purchaser shall deliver to the Buyer Company the Interim aggregate purchase price for the Convertible Notes to be issued by the Company to such Purchaser pursuant to Section 1C above, by wire transfer of immediately available funds to a bank account designated in writing by the Company at least three (3) Business Days prior to the Closing Statement;Date; and (v) the Seller shall deliver, or cause all other documents required to be delivereddelivered by any party pursuant to Section 5 or Section 6 of this Agreement (the “Operative Agreements”) shall, to the Buyer evidence of the resignation or removal of any officersextent not previously delivered, directors, Representatives (as defined in the partnership agreements of the Javelina Partnerships) or managers of (x) each Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with delivered by such Acquired Company in that capacity after the Closing; (vi) the Seller shall deliver to the Buyer an officer’s certificate verifying that the conditions of the Buyer set forth in Section 7(a)(i) have been satisfied; (vii) the Buyer shall deliver to the Seller an officer’s certificate verifying that the conditions of the Seller set forth in Section 7(b)(i) have been satisfied; and (viii) at any time on or before the Closing, the Seller shall deliver to the Buyer such applicable Organizational Documents, resolutions and certificates of good standing, in such form as is reasonably acceptable to the Buyerparty.

Deliveries at the Closing. At the Closing, , (ia) the Seller shall will deliver to the Buyer the certificate various certificates, instruments, and documents referred to in Section 9(o); 7.1, (iib) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7.2, (c) the Seller willwill execute and deliver, and will cause each applicable Seller Party andEl Paso Holding, ANR Company and Coastal Coal, Inc. to execute and deliver, to the extent it has the Legal Right, each Javelina Partnership, Buyer such instruments of assignment and transfer as shall be necessary to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before the Closing) transfer to which such Seller Party is a party; (iii) the Buyer willall of El Paso Holding's, Seller's, ANR Company's and will cause Coastal Coal, Inc.'s right, title and interest in and to the applicable Buyer Party toAcquired Equity Interests, execute and deliver each Transaction Agreement to which such Buyer Party is a party; (ivd) the Seller shall and appropriate Affiliates will execute and deliver to the Buyer the Interim Closing Statement; Assignment Agreement substantially in the form attached as Exhibit C to transfer the Acquired Assets (vother than the Overriding Royalty Interest), (e) the Seller shall will execute and deliver, or and cause the applicable Seller Parties to be deliveredexecute and deliver, to the Buyer evidence the Administrative Services Agreement substantially in the form attached as Exhibit D, pursuant to which Seller or one of its Affiliates will provide certain services to the Buyer and the Acquired Companies for a transition period (the "Administrative Services Agreement"), (f) the Buyer will execute and deliver to the Seller and the applicable Seller Parties, the Administrative Services Agreement, (g) the Buyer will pay the Purchase Price (without the Working Capital Adjustment) (1) by wire transfer of the resignation cash portion of such Purchase Price to the Seller (or removal of any officers, directors, Representatives (as defined in the partnership agreements of the Javelina Partnerships) or managers of (x) each Acquired Company (other than any Javelina Partnershipits designees) and (y2) by delivery of the Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified Promissory Note to the Seller within a reasonable period of time before Closing (or its designees), in substantially the form attached as a Person that will Exhibit I, which shall be continuing with such Acquired Company in that capacity after executed by the Closing; Buyer, (vih) the Seller shall will deliver to the Buyer an officer’s certificate verifying that the conditions resignations of certain of the Buyer set forth in Section 7(a)(i) have been satisfied; managers, officers and directors of the Acquired Companies, (viii) the Buyer shall deliver the documentation and instruments to comply with the Seller an officer’s certificate verifying that the conditions of the Seller Buyer's obligations set forth in Section 7(b)(i5.6 with respect to the Other Bonds, (j) have been satisfied; and (viii) at any time on or before the Closing, the Seller shall will execute and deliver to the Buyer such applicable Organizational Documentsthe Overriding Royalty Interest Assignment Agreements substantially in the forms collectively attached as Exhibit J (the "Overriding Royalty Interest Assignment Agreements"), resolutions (k) the Buyer will execute and certificates of good standing, in such form as is reasonably acceptable deliver to the BuyerSeller the Overriding Royalty Interest Assignment Agreements, (l) the Buyer will deliver to Seller an executed Guarantee substantially in the form attached as Exhibit I, (m) the Seller will execute and deliver to the Buyer the Trademark License Agreement substantially in the form attached as Exhibit L (the "Trademark License Agreement"), and (n) the Buyer will execute and deliver to the Seller the Trademark License Agreement.

Deliveries at the Closing. At the Closing, (i) the Seller shall deliver to the Buyer the certificate various certificates, instruments, and documents referred to in Section Sections 7(a) and 9(o); (ii) the Buyer shall deliver to the Seller willthe various certificates, instruments, and will cause each applicable Seller Party and, documents referred to the extent it has the Legal Right, each Javelina Partnership, to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before the Closing) to which such Seller Party is a partyin Section 7(b); (iii) the Buyer will, and will cause the applicable Buyer Party to, Seller shall execute and deliver each Transaction Agreement to which such Buyer Party is a partythe Acquired Company Equity Interests Assignment covering the Acquired Company Equity Interests; (iv) the Seller shall deliver to the Buyer an assignment in a form reasonably acceptable to the Interim Buyer, duly executed by all parties thereto, whereby all of the Retained Items are assigned by the Acquired Companies to the Seller (or its designee) effective as of a date prior to the Closing StatementDate; (v) the Seller shall deliver, or cause to be delivered, deliver to the Buyer evidence true and complete copies of the resignation or removal of any officersagreements referenced in Section 5(i), directors, Representatives (as defined in the partnership agreements of the Javelina Partnerships) or managers of (x) each Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after the Closingexecuted by all parties thereto; (vi) the Seller shall deliver to the Buyer an officer’s certificate verifying that the conditions of the Buyer set forth in Section 7(a)(i) have been satisfiedProposed Closing Statement; (vii) the Seller shall have delivered to the Buyer certified copies of the Organizational Documents of each of the Acquired Companies and certificates of good standing for each of the Acquired Companies as of the Closing Date from the applicable Governmental Authorities in Delaware, Texas and each other jurisdiction that requires qualification for such Acquired Companies; (viii) the Seller shall have delivered to the Buyer a certificate attesting: (A) that each of the conditions specified in Sections 7(a)(i)-7(a)(vi) is satisfied in all respects, (B) to the resolutions of the respective Board of Directors (or general partner, in the case of any limited partnership) of the Seller Parent and Seller authorizing the execution and delivery of this Agreement by Seller Parent and Seller and the consummation by Seller Parent and Seller of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date, and (C) to the incumbency and signature of each officer of Seller Parent or Seller who has executed this Agreement. (ix) the Buyer shall deliver have delivered to the Seller an officer’s a certificate verifying that of good standing for the conditions Buyer and its designee from the Secretary of the Seller set forth in Section 7(b)(i) have been satisfiedState of Delaware; and (viiix) at any time on the Buyer shall have delivered to the Seller a certificate attesting: (A) that each of the conditions specified in Section 7(b)(i)-7(b)(vi) is satisfied in all respects (B) to the resolutions of the Board of Directors of the Buyer GP authorizing the execution and delivery of this Agreement by the Buyer and the consummation by the Buyer of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or before amended as of the ClosingClosing Date, and (C) to the incumbency and signature of each officer of the Buyer who has executed this Agreement. (xi) the Seller shall deliver to the Buyer such applicable Organizational DocumentsBuyer, resolutions if applicable, documents necessary to release the Acquired Companies, Acquired Company Equity Interests and certificates Acquired Company Assets from Obligations and liens related to Indebtedness of good standingany Seller Party; and (xii) the Parties shall execute and/or deliver, in such form as is reasonably acceptable or cause to be executed and/or delivered, to each other the Buyerother Transaction Agreements (including the Exchange Agreement, if applicable).