Common use of Closing Actions Clause in Contracts

Closing Actions. (a) On the Closing Date, each Seller, as applicable, shall deliver to Buyer: (i) a ▇▇▇▇ of sale in the form of Exhibit A hereto (the “▇▇▇▇ of Sale”), duly executed by such Seller, transferring the tangible personal property included in the Assets to Buyer; (ii) an assignment and assumption agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”), duly executed by such Seller, effecting the assignment to and assumption by Buyer of the Assets and the Assumed Liabilities; (iii) with respect to each Store Lease and Assigned Sublease, an Assignment and Assumption of Lease substantially in the form of Exhibit C (each, an “Assignment and Assumption of Lease”), duly executed, and if applicable acknowledged, by such Seller; (iv) a certificate pursuant to Treasury Regulations Section 1.1445-2(b), in a form reasonably acceptable to Buyer, that such Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, duly executed by such Seller; (v) a certificate of the secretary of such Seller certifying to (A) such entity’s certificate of formation and limited liability company agreement (or similar governing documents), (B) the adoption of resolutions of such entity approving the transactions contemplated hereby, and (C) the incumbency of the officers signing this Agreement and other Transaction Documents on behalf of such entity (together with their specimen signatures); (vi) the Sellers’ Closing Certificate; (vii) such other documents, instruments or certificates as shall be reasonably requested by Buyer and its counsel. (b) On the Closing Date, Buyer shall deliver to Sellers: (i) the Closing Cash Consideration by wire transfer of immediately available funds to the account(s) specified in writing by Sellers; (ii) each ▇▇▇▇ of Sale, each Assignment and Assumption Agreement and each Assignment and Assumption of Lease, each duly executed, and if applicable acknowledged, by Buyer; (iii) a certificate of the secretary of Buyer certifying to (A) Buyer’s certificate of incorporation and bylaws (or similar governing documents), (B) the adoption of resolutions of Buyer approving the transactions contemplated hereby, and (C) the incumbency of the officers signing this Agreement and other Transaction Documents on behalf of Buyer (together with their specimen signatures); (iv) the Buyer’s Closing Certificate; and (v) such other documents, instruments or certificates as shall be reasonably requested by Sellers and their counsel. (c) At the Closing, Buyer and Sellers shall deliver to Escrow Holder joint written instructions instructing the Escrow Holder to deliver the Buyer Deposit to Sellers by wire transfer of immediately available funds to an account designated by Sellers.

Closing Actions. (a) On the Closing Date: (a) each of the Sellers shall transfer title to their respective Shares to the Purchaser, each Seller, as applicable, through the delivery to the Purchaser of the duly executed share transfer forms (ordres de mouvement) in respect of all of its Shares; and the Company shall deliver to Buyerthe Purchaser: (i) a ▇▇▇▇ the Shares through inscription of the sale of such Shares in the form of Exhibit A hereto Company’s up-to-date share transfer register (the “▇▇▇▇ of Sale”registre des mouvements de titres) and up-to-date shareholders’ individual accounts (comptes individuels d’actionnaires), duly executed by such Seller, transferring the tangible personal property included which will vest in the Assets to BuyerPurchaser good and marketable legal and beneficial ownership of such Shares; (ii) an assignment and assumption agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”), duly executed by such Seller, effecting the assignment to and assumption by Buyer evidence of the Assets and exercise of the Assumed LiabilitiesOptions that have been exercised; (iii) with respect duly executed copies of the consents of the beneficiaries of Free Shares to each Store Lease and Assigned Sublease, an Assignment and Assumption the cancellation of Lease substantially in the form of Exhibit C (each, an “Assignment and Assumption of Lease”), duly executed, and if applicable acknowledged, by such Sellertheir Free Shares; (iv) duly executed copies of the consents of the beneficiaries of the outstanding Options to the cancellation of their outstanding unexercised Options; (v) a certificate pursuant to copy of the Escrow Agreement, duly executed by the Sellers’ Representative; (vi) certified copies of the resolutions duly adopted by the Company’s Board of Directors and by the Company’s shareholders acknowledging the exercise of the Options, the cancellation of the Free Shares and the cancellation of outstanding unexercised Options together with corresponding board reports required under applicable French Laws; (vii) certified copies of the resolutions duly adopted by the Company’s Board of Directors (or its equivalent governing body) authorizing the execution, delivery and performance of this Agreement and any other transactions contemplated by this Agreement; (viii) a duly executed certificate, in form and substance as prescribed by Treasury Regulations promulgated under Code Section 1.1445-2(b)1445, stating that Bi-▇▇▇ Inc. is not, and has not been, during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code; (ix) duly executed separation and release agreements, in a form reasonably acceptable to Buyerthe Purchaser, that such Seller is not a foreign person within the meaning by and between Bi-▇▇▇ Inc. and each of Section 1445 (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇; (ii) ▇▇▇▇▇▇ ▇▇▇▇▇; and (iii) ▇▇▇▇▇ ▇▇▇▇▇; (x) resignation letters, effective as of the Internal Revenue Code of 1986Closing, as amendedin a form reasonably acceptable to the Purchaser, from and duly executed by such Seller; (v) a certificate all of the secretary directors of such Seller certifying to the Company and the following officers and/or employees of the Group Companies: (A) such entity’s certificate of formation and limited liability company agreement (or similar governing documents), ▇▇▇▇▇▇▇ ▇▇▇▇▇; (B) the adoption of resolutions of such entity approving the transactions contemplated hereby, ▇▇▇▇▇▇ ▇▇▇▇▇; and (C) the incumbency of the officers signing this Agreement and other Transaction Documents on behalf of such entity (together with their specimen signatures)▇▇▇▇▇ ▇▇▇▇▇; (vixi) evidence of the SellersCompany’s statutory auditors’ agreement to participate in the Company’s meeting convened on short notice by the relevant corporate bodies of the Company on the Closing CertificateDate; (viixii) such other documentswritten waivers from the required employees of the Company of their right to make an offer to acquire the Company in accordance with the ▇▇▇▇▇ Law; (xiii) two (2) duly signed CERFA forms number 2759 in respect of each Seller’s Shares; and (xiv) certified copies of resolutions duly adopted by the Board of Directors of Bi-▇▇▇ Inc. terminating its participation in the ADP TotalSource Retirement Savings Plan, instruments or certificates as shall be reasonably requested by Buyer and its counseleffective at least one day prior to the Closing Date but contingent on the occurrence of the Closing. (b) On The Purchaser shall make the Closing Datepayments referred to in Section 2.05(a) and provide evidence thereof to the Company, Buyer sign the CERFA forms delivered by the Sellers pursuant to Section 3.02(a)(xiii) and the Purchaser shall deliver to Sellersthe Company: (i) certified copies of the Closing Cash Consideration resolutions duly adopted by wire transfer the Purchaser’s Board of immediately available funds to Directors authorizing the account(s) specified in writing execution, delivery and performance of this Agreement and any other transactions contemplated by Sellersthis Agreement; (ii) each ▇▇▇▇ a copy of Salethe Escrow Agreement, each Assignment and Assumption Agreement and each Assignment and Assumption of Lease, each duly executed, and if applicable acknowledged, executed by Buyer;the Purchaser; and (iii) a certificate of the secretary insurance or other written evidence of Buyer certifying to (A) Buyer’s certificate of incorporation and bylaws (or similar governing documents), (B) the adoption of resolutions of Buyer approving the transactions contemplated hereby, and (C) the incumbency in-force coverage effective as of the officers signing this Agreement and other Transaction Documents on behalf of Buyer (Closing under the RWI Policy together with their specimen signatures); (iv) evidence of payment of the Buyer’s Closing Certificate; and (v) such other documents, instruments or certificates as shall be reasonably requested by Sellers and their counselpremium therefor. (c) At Notwithstanding anything in this Agreement to the Closingcontrary, Buyer the Purchaser is permitted to deduct and withhold amounts from any payment made by the Purchaser to the Payments Administrator for further distribution to the Sellers under this Agreement as required under applicable Law; provided that, if the Purchaser intends to withhold any such amounts from any such payment, the Purchaser shall deliver promptly notify the Sellers’ Representative of such intention and shall use commercially reasonable efforts to Escrow Holder joint written instructions instructing provide such notice at least thirty (30) days prior to the Escrow Holder expected payment date; provided, further, that the Purchaser shall reasonably cooperate with the Sellers’ Representative to deliver reduce the Buyer Deposit amount of withholding Taxes imposed on the payment of any such payment, including by executing and filing any forms or certificates reasonably required to Sellers by wire transfer claim an available reduced rate of, or exemption from, withholding Taxes; provided, further, that, for the avoidance of immediately available funds doubt, the Purchaser is not permitted to an deduct and withhold amounts from any payments to or for the account designated by Sellersof Aquiline or any of its Affiliates.

Closing Actions. (a) On At or prior to Closing, upon the Closing Dateterms and subject to the conditions of this Agreement, each Sellerand subject to the simultaneous performance by Purchaser of its obligations pursuant to Section 6.3(b), as applicable, Seller shall deliver (or cause to Buyerbe delivered) to Purchaser, the following: (i) a ▇▇▇▇ copy of sale in the form of Exhibit A hereto (the “▇▇▇▇ of Sale”), duly executed by such Seller, transferring the tangible personal property included in the Assets to BuyerPETRONAS Approval; (ii) an assignment two original share transfer forms for each of the ▇▇▇▇▇▇ ▇▇▇▇▇ Sale Shares and assumption agreement ▇▇▇▇▇▇ Sarawak Sale Shares in the form Agreed Form in favour of Exhibit B hereto (the “Assignment and Assumption Agreement”), Purchaser duly executed by such Seller, effecting the assignment to and assumption by Buyer of the Assets and the Assumed Liabilities; (iii) with respect the existing share certificates relating to each Store Lease and Assigned Sublease, an Assignment and Assumption of Lease substantially in the form of Exhibit C (each, an “Assignment and Assumption of Lease”), duly executed, and if applicable acknowledged, by such SellerSale Shares; (iv) a certificate pursuant to Treasury Regulations Section 1.1445-2(b)duly executed letters of resignation and deeds of release, in a form reasonably acceptable to BuyerAgreed Form, that such Seller is not a foreign person within the meaning with effect from Closing, of Section 1445 each existing director of the Internal Revenue Code of 1986, as amended, duly executed by such Sellereach Sale Company; (v) a certified true copy of a secretary’s certificate of the secretary resolutions passed by each Sale Company's directors approving each of such Seller certifying the following, subject only to Closing: (A) such entity’s certificate the registration of formation and limited liability company agreement (or similar governing documents), the transfer of the Sale Shares to Purchaser; (B) the adoption cancellation of resolutions the existing share certificates relating to the Sale Shares and the issuance of such entity approving new share certificates in the transactions contemplated hereby, and name of Purchaser evidencing ownership of the Sale Shares; (C) the incumbency resignations of each existing director of each Sale Company confirming that they have no claims against the relevant Sale Company for loss of office, arrears of pay or otherwise howsoever and releasing them from all liabilities and the appointment of such directors, as may be duly notified by Purchaser to Seller at least ten (10) Business Days prior to Closing or such other period as may be agreed between Seller and Purchaser, as a director of such Sale Company; (D) the entry of Purchaser into the register of members of each of the officers signing this Agreement Sale Companies; (E) the change of names of ▇▇▇▇▇▇ Sarawak and ▇▇▇▇▇▇ ▇▇▇▇▇ to such names as may be informed by Purchaser to Seller at least ten (10) Business Days prior to Closing (or such other Transaction Documents on behalf period as may be agreed between Seller and Purchaser) effective as of Closing; and (F) the designation of the registered office or registered agent requested by Purchaser at least ten (10) Business Days prior to Closing (or such other period as may be agreed between Seller and Purchaser) as the registered office or registered agent of such entity (together with their specimen signatures)Sale Company effective as of Closing; (vi) the Sellers’ Closing Certificate;certificate of incorporation, articles of association, registers of directors and members, and statutory and minute books of each Sale Company; and (vii) such other documents, instruments or certificates as shall be reasonably requested by Buyer and its counselthe Hard Disk. (b) On At or prior to Closing, upon the Closing Dateterms and subject to the conditions of this Agreement, Buyer and subject to the simultaneous performance by Seller of its obligations pursuant to Section 6.3(a), Purchaser shall deliver (or cause to Sellersbe delivered) to Seller the following: (i) payment by Purchaser of the Closing Cash Consideration by wire transfer of immediately available funds to the account(s) specified Payment Amount in writing by Sellers;accordance with Section 4.3; and (ii) each two original share transfer forms for the ▇▇▇▇▇▇ of Sale, each Assignment ▇▇▇▇▇ Sale Shares and Assumption Agreement and each Assignment and Assumption of Lease, each the ▇▇▇▇▇▇ Sarawak Sale Shares in Agreed Form duly executed, and if applicable acknowledged, executed by Buyer; (iii) a certificate of the secretary of Buyer certifying to (A) Buyer’s certificate of incorporation and bylaws (or similar governing documents), (B) the adoption of resolutions of Buyer approving the transactions contemplated hereby, and (C) the incumbency of the officers signing this Agreement and other Transaction Documents on behalf of Buyer (together with their specimen signatures); (iv) the Buyer’s Closing Certificate; and (v) such other documents, instruments or certificates as shall be reasonably requested by Sellers and their counselPurchaser. (c) At If Seller has failed to perform its obligations under Section 6.3(a), and/or Purchaser has failed to perform its obligations under Section 6.3(b), then (in addition to and without prejudice to all other rights or remedies available to each Party under or pursuant to this Agreement and the Closingright to claim damages for breach of this Agreement) Closing shall be deferred once for ten (10) Business Days. If upon the deferred date for Closing a Party does not comply with its obligations under Section 6.3(a) or 6.3(b) (as the case may be), Buyer the non-defaulting Party (which shall be Seller, in the case of a default by Purchaser, and Sellers Purchaser, in the case of a default by Seller) may terminate this Agreement by notice to the defaulting Party in accordance with Section 12.1 or elect to proceed to Closing to the extent practicable. Any election to proceed to Closing shall deliver be without prejudice to Escrow Holder joint written instructions instructing any accrued rights and liabilities of the Escrow Holder Parties and the rights of a Party to deliver claim damages for breach of this Agreement. (d) Purchaser shall cooperate with Seller to (i) provide notices of the Buyer Deposit sale and purchase of the Sale Shares in Agreed Form to Sellers by wire transfer PETRONAS and each of immediately available funds the Other Participants and (ii) use reasonable endeavours to an account designated by Sellersensure that all other pertinent Governmental Entities and counterparties to the Material Contracts and Material Agreements have been notified of the sale and purchase of the Sale Shares, in each case, within five (5) Business Days of the Closing Date.

Closing Actions. (a) On the Closing Date, each Seller, as applicable, shall deliver to Buyer: (i) a ▇▇▇▇ of sale in the form of Exhibit A hereto (the “▇▇▇▇ of Sale”), duly executed by such Seller, transferring the tangible personal property included in Assets other than the Assets Store Leases and the Assigned Subleases to Buyer; (ii) an assignment and assumption agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”), duly executed by such Seller, effecting the assignment to and assumption by Buyer of the Assets and the Assumed Liabilities; (iii) with respect to each Store Lease and Assigned SubleaseLease, an Assignment and Assumption of Lease substantially in the form of Exhibit C (each, an “Assignment and Assumption of Lease”), duly executed, and, if applicable, acknowledged by such Seller; (iii) with respect to each Assigned Sublease, an Assumption and Assignment Agreement substantially in the form of Exhibit B (each, an “Assignment and Assumption Agreement”) duly executed and, if applicable acknowledgedapplicable, acknowledged by such Seller; (iv) a certificate pursuant to Treasury Regulations Section 1.1445-2(b), in a form reasonably acceptable to Buyer, that such Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, duly executed by such Seller; (v) a certificate of the secretary of such Seller certifying to (A) such entity’s certificate of formation and limited liability company agreement (or similar governing documents), (B) the adoption of resolutions of such entity approving the transactions contemplated hereby, and (C) the incumbency of the officers signing this Agreement and other Transaction Documents on behalf of such entity (together with their specimen signatures); (vi) the Sellers’ Closing Certificate; (vii) a statement (the “Closing Statement”) setting forth the Purchase Price, the Buyer Deposit, the calculation of the Adjustment Amount on a Store-by-Store basis (which amount may be a negative or a positive number) and other adjustments to the Purchase Price as contemplated by this Agreement, with reasonable supporting details, duly executed by the Sellers; and (viii) such other documents, instruments or certificates as contemplated to be delivered by Sellers, or as shall be reasonably requested by Buyer and its counsel. (b) On the Closing Date, Buyer shall deliver to Sellers: (i) the Closing Cash Consideration Purchase Price, less the amount of the Buyer Deposit, by wire transfer of immediately available funds to the account(s) specified in writing by Sellers; (ii) each ▇▇▇▇ of Sale, each Assignment and Assumption Agreement and each Assignment and Assumption of Lease, each duly executed, and and, if applicable acknowledgedapplicable, acknowledged by Buyer;; and (iii) a certificate of the secretary of Buyer certifying to (A) Buyer’s certificate of incorporation and bylaws (or similar governing documents), (B) the adoption of resolutions of Buyer approving the transactions contemplated hereby, and (C) the incumbency of the officers signing this Agreement and other Transaction Documents on behalf of Buyer (together with their specimen signatures); (iv) the Buyer’s Closing Certificate; and (viv) such other documentsthe Closing Statement, instruments or certificates as shall be reasonably requested duly executed by Sellers and their counselBuyer. (c) At the Closing, Buyer and Sellers shall deliver to Escrow Holder joint written instructions instructing the Escrow Holder to deliver the Buyer Deposit to Sellers by wire transfer of immediately available funds to an account designated by Sellers.

Closing Actions. The Parties acknowledge and agree that it is a requirement for the sale and purchase of the Sale Shares to be completed that all the below actions to be carried out on the Closing Date pursuant to this Section 3.2, and all documents to be executed or delivered hereunder, are effectively completed and executed or delivered simultaneously (en unidad de acto) on the date hereof: (a) On The Parties shall grant before the Closing DateNotary a public deed pursuant to which (i) the Parties formalize (elevación a público) this Agreement into public deed, each Seller(ii) the Sellers acknowledge reception at their entire satisfaction of the Purchase Price, and (iii) the Sellers transfer ownership and deliver the Sale Shares to the Buyer and the Buyer, in turn, acquires and received the Sale Shares (the “Public Deed”); (b) The Parties shall grant before the Notary a public deed (escritura cero) regulating among other things the effectiveness of the Transaction based on receipt of the funds as applicableset out in the Funds Flow Statement. (c) The Sellers shall sign and deliver, shall deliver or cause to Buyerbe delivered, to the Buyer the following items: (i) a ▇▇▇▇ original public deed titles of sale ownership of each Seller with respect to the Sale Shares owned by each Seller for the Notary to record in said titles the form transfer of Exhibit A hereto (the “▇▇▇▇ of Sale”), duly executed by such Seller, transferring Sale Shares to the tangible personal property included in the Assets to Buyer; (ii) an assignment and assumption agreement in powers of attorney sufficient for the form execution of Exhibit B hereto (the “Assignment and Assumption Agreement”), duly executed by such Seller, effecting the assignment to and assumption by Buyer of the Assets and the Assumed Liabilities; (iii) with respect to each Store Lease and Assigned Sublease, an Assignment and Assumption of Lease substantially in the form of Exhibit C (each, an “Assignment and Assumption of Lease”), duly executed, and if applicable acknowledged, by such Seller; (iv) a certificate pursuant to Treasury Regulations Section 1.1445-2(b), in a form reasonably acceptable to Buyer, that such Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, duly executed by such Seller; (v) a certificate of the secretary of such Seller certifying to (A) such entity’s certificate of formation and limited liability company agreement (or similar governing documents), (B) the adoption of resolutions of such entity approving the transactions contemplated hereby, and (C) the incumbency of the officers signing this Agreement and any other Transaction Documents on behalf of such entity (together with their specimen signatures); (vi) the Sellers’ Closing Certificate; (vii) such other documents, instruments or certificates as shall be reasonably requested by Buyer and its counsel. (b) On the Closing Date, Buyer shall deliver to Sellers: (i) the Closing Cash Consideration by wire transfer of immediately available funds to the account(s) specified in writing by Sellers; (ii) each ▇▇▇▇ of Sale, each Assignment and Assumption Agreement and each Assignment and Assumption of Lease, each duly executed, and if applicable acknowledged, by BuyerAncillary Agreement; (iii) a certificate of one of the secretary Joint and Several Directors of the Company (with his signature duly notarized), in form and substance reasonably satisfactory to the Buyer and for its inclusion in the Public Deed, certifying with reference to the Company’s Registry Book of Shareholders (Libro Registro de Socios) (A) Buyer’s certificate the ownership of incorporation and bylaws (or similar governing documents)the Sale Shares, (B) that the adoption of resolutions of Buyer approving the transactions contemplated herebySale Shares are free from any Liens, and (C) that all requirements for the incumbency transfer of the officers signing this Agreement Sale Shares to the Buyer set forth by Law, the Company’s bylaws and other Transaction Documents on behalf of Buyer (together with their specimen signatures)any relevant agreement have been duly complied with; (iv) a certificate signed by one of the BuyerJoint and Several Directors of the Company in connection with the resolutions of the general shareholders meeting of the Company held by the Sellers prior to the execution of this Agreement whereby, among other matters, the Sellers and the Company renounced and waived any preemption rights in relation to the transfer of the Sale Shares to which they might be entitled by virtue of Law, the Company’s Closing Certificatebylaws or the Existing Shareholders Agreement; (v) adequate evidence of the termination of the Existing Shareholders Agreement signed by each of the Sellers; (vi) the transfer of the Sale Shares shall be recorded in the Company’s Registry Book of Shareholders; and (vvii) such other documents, instruments or certificates as shall be reasonably requested by Sellers and their counselan executed copy of the Trademark License Agreement. (cd) At The Buyer shall deliver, or cause to be delivered, to each of the ClosingSellers the Purchase Price (in accordance with Section 2.2.(a)), and, upon receipt thereof, each Seller shall give acknowledgement of receipt of the Purchase Price (carta de pago) in the Public Deed, to the satisfaction of the Buyer. (e) The Sellers Representative shall deliver to the Buyer, who shall countersign, a duly executed funds flow statement, which shall set forth the payment of the Purchase Price at Closing in accordance with the provisions of Section 2.2 and the settlements in accordance with Section 2.3 hereof (the “Funds Flow Statement”). (f) The Sellers and the Buyer shall execute the Put and Call Agreement and shall grant before the Notary a public deed pursuant to which the Put and Call Agreement is notarized (elevación a público). The Put and Call rights over the Sellers’ Shares shall be recorded in the Company’s Registry Book of Shareholders (g) The Sellers, the Buyer and the Company shall execute the Shareholders Agreement and shall grant before the Notary a public deed pursuant to which the Shareholders Agreement is notarized (elevación a público). (i) Each Non-Compete Party (other than Entravision Communications Corporation), on the one hand, and the Buyer, on the other hand, shall execute a non-competition agreement in the form mutually agreed to by the applicable parties, and (ii)Entravision Communications Corporation, on the one hand, and the Company, on the other hand, shall execute a non-competition agreement in the form mutually agreed to by the applicable parties (collectively, the “Non-Competition Agreements”). (i) The Sellers shall ensure a true, correct and complete copy of the Virtual Data Room and all documentation contained therein as of October 9, 2020 is delivered to Buyer at Closing. (j) The Sellers shall deliver written resignations of ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Delgado and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Prat ▇▇▇▇▇▇ (the “Outgoing Directors”), and any other director of any of the Group Companies who are not to Escrow Holder joint written instructions instructing remain as director of the Escrow Holder Group Companies, effective as of the date thereof, pursuant to deliver which said Persons resign from their position as Joint and Several Directors of the Company and declare that they have no right to claim and/or indemnity vis-à-vis the Company as a result of having been directors thereof. (k) The Sellers and the Buyer, as shareholders of the Company, shall hold a Universal Shareholders Meeting of the Company approving, among others (i) the acceptance of the resignation of the Outgoing Directors, (ii) a resolution whereby the management and representation structure of the Company is changed to be entrusted to a Board of Directors formed by five (5) members, and (iii) the appointment of two directors designated by the Sellers and three directors designated by the Buyer. (l) The Sellers and the Buyer Deposit shall cause the Company to hold a Board of Directors’ Meeting, approving, among others, (i) the appointment of Chairman and of the Secretary of the Board; and (ii) the revocation and granting of powers of attorney. (m) The Sellers and the Buyer shall cause the Company to grant before the Notary certain public deeds pursuant to which the Company notarizes the resolutions approved by wire transfer the Universal Shareholders Meeting and the Board of immediately available funds to an account designated by SellersDirectors.

Closing Actions. At the Closing the following actions shall be taken in the following sequence and in mutual interdependence from each other (Zug um Zug): (a) On the Closing Date, each Seller, as applicable, Seller shall present and deliver to BuyerBuyer the following documents: (i) a ▇▇▇▇ of sale in certificates representing the form of Exhibit A hereto (the “▇▇▇▇ of Sale”)Shares, duly executed by such Seller, transferring the tangible personal property included endorsed in the Assets to Buyerblank; (ii) an assignment the unanimous resolution of the Company’s board of directors consenting to the transfer of the Shares to Buyer and assumption agreement to the registration of Buyer as the sole shareholder of the Shares in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”), duly executed by such Seller, effecting the assignment to and assumption by Buyer share register of the Assets and Company as of the Assumed LiabilitiesClosing Date; (iii) with respect to each Store Lease and Assigned Sublease, an Assignment and Assumption the share register of Lease substantially the Company in which Buyer has been registered as holder of the form of Exhibit C (each, an “Assignment and Assumption of Lease”), duly executed, and if applicable acknowledged, by such SellerShares; (iv) a certificate pursuant to Treasury Regulations Section 1.1445-2(b), in a form reasonably acceptable to Buyer, that such Seller is not a foreign person within the meaning of Section 1445 an excerpt of the Internal Revenue Code commercial register of 1986, as amended, duly executed by such the Canton of Zurich (or any equivalent official document) evidencing the signing authority of Seller’s signatories; (v) a certificate resolution passed by Seller’s board of the secretary of such Seller certifying to (A) such entity’s certificate of formation and limited liability company agreement (or similar governing documents), (B) the adoption of resolutions of such entity approving the transactions contemplated herebydirectors approving, and (C) authorizing the incumbency execution, delivery and performance of the officers signing this Agreement and other Transaction Documents on behalf of such entity (together with their specimen signatures)Seller; (vi) the Sellers’ resignation letters as per the drafts attached hereto as Schedule 2.3(a)(vi) of the Persons listed therein (the “Resigning Directors”) as members of the board of directors of the Company, and a written confirmation, duly signed on behalf of Seller and the Company in form and substance satisfactory to Buyer, to the effect that all Closing CertificateConditions have been fully satisfied or waived by Seller, with the relevant documentary evidence, all as set forth in Section 7; (vii) such other documentsevidence reasonably satisfactory to the Buyer that the Building Transfer Condition has been met (as defined in Section 6.7(b)); and (viii) evidence reasonably satisfactory to the Buyer that the Dividend Filings pursuant to Section 6.3(b) have been duly made, instruments or certificates as shall be reasonably requested by Buyer including, but not limited to, copies of the filed Forms 102 and its counsel106 and the evidence of the mailing of same. (b) On Following the Closing Dateactions by Seller set forth in the preceding Subsection, Buyer shall deliver to Sellersshall: (i) the Closing Cash Consideration pay to Seller by wire transfer of immediately available funds transfer, to a bank account with a Swiss bank to be designated by Seller, the account(s) specified Purchase Price in writing by SellersU.S. Dollars; (ii) each ▇▇▇▇ deliver to Seller documentary evidence of Sale, each Assignment and Assumption Agreement and each Assignment and Assumption of Lease, each duly executed, and if applicable acknowledged, by Buyerthe completed wire transfer to Seller; (iii) a certificate deliver to Seller an excerpt of the secretary commercial register (or any equivalent official document) evidencing the signing authority of Buyer certifying to (A) Buyer’s certificate of incorporation and bylaws (or similar governing documents), (B) the adoption of resolutions of Buyer approving the transactions contemplated hereby, and (C) the incumbency of the officers signing this Agreement and other Transaction Documents on behalf of Buyer (together with their specimen signatures)signatories; (iv) the deliver to Seller a resolution passed by Buyer’s Closing Certificate; andboard of directors approving, and authorizing the execution, delivery and performance of this Agreement on behalf of Buyer; (v) such other documentsissue a written confirmation, instruments duly signed on behalf of Buyer in form and substance satisfactory to Seller, to the effect that all Closing Conditions have been fully satisfied or certificates waived by Buyer, with the relevant documentary evidence, all as shall be reasonably requested by Sellers and their counselset forth in Section 8. (c) At the Closing, Buyer and Sellers shall deliver to Escrow Holder joint written instructions instructing the Escrow Holder to deliver the Buyer Deposit to Sellers by wire transfer of immediately available funds to an account designated by Sellers.

Closing Actions. At the Closing, notwithstanding other actions at Closing that may be contemplated in other provisions of this Agreement, the following actions are taken (I) Closing actions in connection with the Company: (a) On the Closing Date, each The Seller, as applicablethe Purchaser, shall deliver to Buyer: (i) a ▇▇▇▇ of sale in the form of Exhibit A hereto (the “▇▇▇▇ of Sale”), duly executed by such Seller, transferring the tangible personal property included in the Assets to Buyer; (ii) an assignment and assumption agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”), duly executed by such Seller, effecting the assignment to and assumption by Buyer of the Assets Guarantor and the Assumed Liabilities; (iii) with respect Ultimate Owners, have provided to each Store Lease other and Assigned Sublease, an Assignment to the Notary the relevant documents granting and Assumption of Lease substantially in evidencing sufficient signing authority and capacity under Spanish Law to carry out all the form of Exhibit C (each, an “Assignment and Assumption of Lease”), duly executed, and if applicable acknowledged, by such Seller; (iv) a certificate pursuant to Treasury Regulations Section 1.1445-2(b), in a form reasonably acceptable to Buyer, that such Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, duly executed by such Seller; (v) a certificate of the secretary of such Seller certifying to (A) such entity’s certificate of formation and limited liability company agreement (or similar governing documents), (B) the adoption of resolutions of such entity approving the transactions contemplated hereby, and (C) the incumbency of the officers signing this Agreement and other Transaction Documents on behalf of such entity (together with their specimen signatures); (vi) the Sellers’ Closing Certificate; (vii) such other documents, instruments or certificates as shall be reasonably requested by Buyer and its counselactions at Closing. (b) On the Closing Date, Buyer shall deliver to Sellers: (i) the Closing Cash Consideration by wire transfer of immediately available funds The Purchaser has provided to the account(s) specified in writing by Sellers; (ii) each ▇▇▇▇ Seller a copy of Sale, each Assignment and Assumption Agreement and each Assignment and Assumption of Lease, each duly executed, and if applicable acknowledged, by Buyer; (iii) a certificate of the secretary of Buyer certifying to (A) Buyer’s certificate of incorporation and bylaws (or similar governing documents), (B) the adoption of its relevant corporate resolutions of Buyer approving the transactions contemplated hereby, hereby and (C) the incumbency execution of the officers signing this Agreement and other Transaction Documents on behalf of Buyer (together with their specimen signatures); (iv) the Buyer’s Closing Certificate; and (v) such other related documents, instruments or certificates as shall be reasonably requested by Sellers and their counselin particular but not limited to, for the purpose of Article 160.f) of the Spanish Capital Corporations Act (Ley de Sociedades de Capital). (c) At The Seller has provided to the ClosingPurchaser a copy of its relevant corporate resolutions approving the transactions contemplated hereby and the execution of this Agreement and related documents, Buyer in particular but not limited to, for the purposes of Article 160.f) of the Spanish Capital Corporations Act (Ley de Sociedades de Capital). (d) The Purchaser has received a certificate from the joint directors of the Company certifying that the Company Interests are freely transferable and Sellers shall deliver to Escrow Holder joint written instructions instructing have no encumbrances or charges or any other Liens and all the Escrow Holder to deliver requirements set by applicable Law and by the Buyer Deposit to Sellers by wire Company’s bylaws have been complied with for the sale and transfer of immediately available funds the Company Interests. (e) The Seller has exhibited to an account designated by Sellersthe Purchaser the legal titles (títulos de propiedad) to the Company Interests as prove of its ownership of the Company Interests. (f) The Parties have instructed the Notary to record the transfer of the Seller’s legal titles representing 100% of the shares in the Company Interests in favor of the Purchaser. (g) The Seller, the Purchaser, the Guarantor and the Ultimate Owners have executed in the presence of the Notary (i) this Agreement and any other Transaction Document; (ii) the Spanish public transfer deed whereby (x) this Agreement is notarized (elevado a público),

Closing Actions. At the Closing, notwithstanding other actions at Closing that may be contemplated in other provisions of this Agreement, the following actions shall be taken (for the avoidance of doubt, each of HSBC I, HSBC II and IFC shall only take such action and deliver such documents as are applicable to each such entity as a ▇▇▇ Spain shareholder): (I) Closing actions in connection with ▇▇▇ Spain: (a) On the Closing Date, each Seller, as applicable, shall deliver to Buyer: (i) a ▇▇▇▇ of sale in the form of Exhibit A hereto (the “▇▇▇▇ of Sale”), duly executed by such Seller, transferring the tangible personal property included in the Assets to Buyer; (ii) an assignment and assumption agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”), duly executed by such Seller, effecting the assignment to and assumption by Buyer Each of the Assets Sellers and the Assumed Liabilities; (iii) with respect Majority Purchaser shall provide to each Store Lease other (and Assigned Sublease, an Assignment and Assumption of Lease substantially in also to the form of Exhibit C (each, an “Assignment and Assumption of Lease”), duly executed, and if applicable acknowledged, by such Seller; (iv) a certificate pursuant to Treasury Regulations Section 1.1445-2(b), in a form reasonably acceptable to Buyer, that such Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, duly executed by such Seller; (v) a certificate of the secretary of such Seller certifying to (A) such entity’s certificate of formation and limited liability company agreement (or similar governing documents), (BSpanish public notary) the adoption public deeds formalizing the powers of resolutions of such entity approving attorney that are sufficient to carry out all the transactions contemplated hereby, and (C) the incumbency of the officers signing this Agreement and other Transaction Documents on behalf of such entity (together with their specimen signatures); (vi) the Sellers’ Closing Certificate; (vii) such other documents, instruments or certificates as shall be reasonably requested by Buyer and its counselactions at Closing. (b) On The Purchasers which are Spanish legal entities shall provide the Closing Dateshareholders’ resolutions approving the transaction in the framework of this Agreement, Buyer shall deliver to Sellers: (iespecially for the purpose of Article 160.f) the Closing Cash Consideration by wire transfer of immediately available funds to the account(s) specified in writing by Sellers; (ii) each ▇▇▇▇ of Sale, each Assignment and Assumption Agreement and each Assignment and Assumption of Lease, each duly executed, and if applicable acknowledged, by Buyer; (iii) a certificate of the secretary of Buyer certifying to (A) Buyer’s certificate of incorporation and bylaws (or similar governing documents), (B) the adoption of resolutions of Buyer approving the transactions contemplated hereby, and (C) the incumbency of the officers signing this Agreement and other Transaction Documents on behalf of Buyer (together with their specimen signatures); (iv) the Buyer’s Closing Certificate; and (v) such other documents, instruments or certificates as shall be reasonably requested by Sellers and their counselSpanish Capital Corporations Act. (c) At Each of the Closing, Buyer Sellers which are legal entities shall provide to the Purchasers a copy of their relevant corporate resolutions approving the transactions contemplated hereby and the execution of this Agreement and related documents. (d) The Purchasers shall receive a certificate from the Secretary of the Company (Secretario del Consejo) certifying that the ▇▇▇ Spain Interests are freely transferable and have no encumbrances or charges and all the requirements set by the Spanish Capital Corporations Act and by the Company’s bylaws have been complied with for the transfer of the ▇▇▇ Spain Interests. (e) Each of the Sellers shall exhibit to the Majority Purchaser (and also to the Spanish public notary as regards ▇▇▇ Spain) their respective legal titles (escrituras) to the ▇▇▇ Spain Interests and shall deliver their respective nominative titles (títulos nominativos) representing the ▇▇▇ Spain Interests being sold and transferred, as prove of their respective ownership of the ▇▇▇ Spain Interests. (f) Each of the Sellers and the Majority Purchaser shall grant the Spanish public transfer deed whereby (i) this Agreement shall be notarized; (ii) subject to Escrow Holder joint written instructions instructing the Escrow Holder simultaneous release and termination of the Pledge, the ▇▇▇ Spain Interests shall be transferred to deliver the Buyer Deposit to Sellers by wire transfer Majority Purchaser; and (iii) acknowledgment of immediately available funds to an account designated by Sellersreceipt of its applicable portion of the Closing Cash Payment shall be granted.

Closing Actions. The Parties acknowledge and agree that it is a requirement for the sale and purchase of the EVC Shares to be completed that all the below actions to be carried out on the Closing Date pursuant to this Clause 3.2, and all documents to be executed or delivered hereunder, are effectively completed and executed or delivered simultaneously (aen unidad de acto) On on the date hereof: 3.2.1 The Parties shall grant before the Notary a public deed pursuant to which (i) the Parties formalize (elevación a público) this Agreement into public deed, (ii) the Seller, acknowledges satisfaction of the First Tranche Buy-out Amount provided that the First Tranche Buy-out Amount is paid up on the Closing Date, each Seller(iii) the Seller transfers ownership and deliver the EVC Shares to the Buyers and the Buyers, in turn, acquire and receive the EVC Shares; and (iv) the Company grants in favour of Entravision the First Demand Guarantee (as defined below) to guarantee payment of the Deferred Buy-out Amount (the “Public Deed”); 3.2.2 The Parties shall sign and deliver, or cause to be delivered, to the other Parties, as applicable, shall deliver to Buyerthe following items: (i) a ▇▇▇▇ original public deed titles of sale ownership with respect to the EVC Shares to record in said titles the form transfer of Exhibit A hereto (the “▇▇▇▇ of Sale”), duly executed by such Seller, transferring EVC Shares to the tangible personal property included in the Assets to Buyer; (ii) an assignment and assumption agreement in powers of attorney sufficient for the form execution of Exhibit B hereto (the “Assignment and Assumption Agreement”), duly executed by such Seller, effecting the assignment to and assumption by Buyer of the Assets and the Assumed Liabilities; (iii) with respect to each Store Lease and Assigned Sublease, an Assignment and Assumption of Lease substantially in the form of Exhibit C (each, an “Assignment and Assumption of Lease”), duly executed, and if applicable acknowledged, by such Seller; (iv) a certificate pursuant to Treasury Regulations Section 1.1445-2(b), in a form reasonably acceptable to Buyer, that such Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, duly executed by such Seller; (v) a certificate of the secretary of such Seller certifying to (A) such entity’s certificate of formation and limited liability company agreement (or similar governing documents), (B) the adoption of resolutions of such entity approving the transactions contemplated hereby, and (C) the incumbency of the officers signing this Agreement and other the termination of the Transaction Documents on behalf of such entity (together with their specimen signatures); (vi) the Sellers’ Closing Certificate; (vii) such other documents, instruments or certificates as shall be reasonably requested by Buyer and its counsel. (b) On the Closing Date, Buyer shall deliver to Sellers: (i) the Closing Cash Consideration by wire transfer of immediately available funds to the account(s) specified in writing by Sellers; (ii) each ▇▇▇▇ of Sale, each Assignment and Assumption Agreement and each Assignment and Assumption of Lease, each duly executed, and if applicable acknowledged, by BuyerAgreements; (iii) a certificate issued by the secretary with the approval of the secretary chairman of Buyer the Company (with their signatures duly notarized), certifying with reference to the Company’s Registry Book of Shareholders (Libro Registro de Socios) (A) Buyer’s certificate the ownership of incorporation and bylaws (or similar governing documents)the EVC Shares, (B) that the adoption of resolutions of Buyer approving the transactions contemplated herebyEVC Shares are free from any Liens, and (C) that all requirements for the incumbency transfer of the officers signing this Agreement EVC Shares to the Buyers set forth by Law, the Company’s bylaws and other Transaction Documents on behalf of Buyer (together with their specimen signatures)any relevant agreement have been duly complied with; (iv) the Buyertransfer of the EVC Shares shall be recorded in the Company’s Closing CertificateRegistry Book of Shareholders; (v) a General Shareholders’ meeting in the Company shall be held with universal nature adopting, the following resolutions: (i) resignation of the current Board members of the Company, (ii) appointment of new management body; (vi) delivery by the Seller of resignation letters duly signed by the members of the Board of Directors and secretary of the Company; (vii) delivery by the Buyers of discharge letters for the benefit of the director(s) undertaking, in the absence of fraud or gross negligence, not to bring any direct action against them for any past action in their condition as director in relation to the management of the Company; and (vviii) such other documents, instruments or certificates as the Parties shall terminate the Transaction Documents and the cancellation of the Option rights over the shares of the Company shall be reasonably requested by Sellers and their counselrecorded in the Company’s Registry Book of Shareholders. (c) At the Closing, Buyer and Sellers shall deliver to Escrow Holder joint written instructions instructing the Escrow Holder to deliver the Buyer Deposit to Sellers by wire transfer of immediately available funds to an account designated by Sellers.

Closing Actions. (a) On At the Closing DateClosing, each Seller, as applicable, the Buyers shall deliver or cause to Buyerbe delivered each of the following: (i) the payments referred to in Sections 2.5(a)—2.5(c) to be delivered to the Persons specified in such sections; (ii) the Equity Consideration Shares to be delivered to each Equity Consideration Asset Seller as provided in Section 2.5(d); (iii) a ▇▇▇▇ of sale sale, assignment of contracts and general assignment and assumption of Liabilities agreement between the Asset Sellers and the Asset Buyers, in substantially the form of attached hereto as Exhibit A hereto D (the “▇▇▇▇ of Sale”), duly executed by such Seller, transferring the tangible personal property included in the Assets to BuyerAsset Buyers; (iiiv) an assignment and assumption agreement a transition services agreement, in substantially the form of attached hereto as Exhibit B hereto E (the “Assignment and Assumption AgreementTSA”), duly executed by such Seller▇▇▇▇ Health; (v) executed counterparts of each Ancillary Agreement to which any Buyer or any of their respective Affiliates is a party, effecting the assignment including executed counterparts of each Employment Agreement to and assumption by Buyer be delivered to Sellers’ Representative; and (vi) to Sellers’ Representative a certificate, dated as of the Assets Closing Date and executed on behalf of each Buyer by its President or Chief Executive Officer, certifying the resolutions of the Board of Directors or Manager(s) of such Buyer and its stockholder(s) or member(s) approving, in accordance with such Buyer’s organizational documents and applicable Law, this Agreement and the Assumed LiabilitiesAncillary Agreements to which such Buyer is a party and the transactions contemplated hereby and thereby. (b) At the Closing, Sellers shall deliver or cause to be delivered to Buyers each of the following: (i) all minute books and stock books, if any, of University Pharmacy in its possession, if not already located on the premises of University Pharmacy; (ii) a certificate or certificates representing the Pharmacy Securities, if any are issued, accompanied by a duly executed share transfer deed for the transfer to ▇▇▇▇ Pharmacy of the Pharmacy Securities, in form and substance satisfactory to ▇▇▇▇ Pharmacy; provided, that in the event the certificate or certificates representing the Pharmacy Securities have been lost, stolen or destroyed, the Pharmacy Seller shall deliver in lieu of an affidavit of loss with respect to such certificate(s), together with a customary indemnification, in form satisfactory to ▇▇▇▇ Pharmacy; (iii) an executed resignation letter, effective as of the Closing, for each director and officer of University Pharmacy, unless otherwise instructed in writing by Buyers prior to the Closing (solely with respect to each Store Lease such offices and Assigned Sublease, an Assignment and Assumption of Lease substantially in the form of Exhibit C (each, an “Assignment and Assumption of Lease”), duly executeddirectorships, and if applicable acknowledged, by such Sellernot with respect to employment); (iv) a certificate pursuant to Treasury Regulations Section 1.1445-2(b), in a form reasonably acceptable to Buyer, that such an IRS Form W-9 validly executed by each Seller is not a foreign person within the meaning of Section 1445 30 days of the Internal Revenue Code of 1986, as amended, duly executed by such SellerClosing Date; (v) a certificate at least one (1) Business Day prior to the Closing (with substantially final drafts thereof to be delivered at least three (3) Business Days prior to the Closing) fully-executed customary payoff and release letters (the “Payoff Letters”) in form and substance reasonably acceptable to Buyers from holders of the secretary of such Seller certifying Indebtedness pursuant to clauses (A) such entity’s certificate of formation and limited liability company agreement (or similar governing documentsa)—(e), (Bn), (p) the adoption of resolutions of such entity approving the transactions contemplated hereby, and or (Cq) the incumbency of the officers signing this Agreement and other Transaction Documents definition of Indebtedness or as otherwise set forth on behalf of such entity (together with their specimen signaturesSchedule 2.4(b)(vii); (vi) the Sellers’ Closing Certificate; (vii) such other documents, instruments or certificates as shall be reasonably requested by Buyer and its counsel. (b) On the Closing Date, Buyer shall deliver to Sellers: (i) the Closing Cash Consideration by wire transfer of immediately available funds an executed counterpart to the account(s) specified in writing by Sellers; (ii) each ▇▇▇▇ of Sale, duly executed by each Assignment and Assumption Agreement and each Assignment and Assumption of Lease, each duly executed, and if applicable acknowledged, by Buyerthe Asset Sellers; (iiivii) a certificate an executed counterpart to the TSA, duly executed by each of the secretary Asset Sellers; (viii) executed counterparts of Buyer certifying each Ancillary Agreement to which any Company, any Seller, any Beneficial Owner or any of their respective Affiliates is a party, including executed counterparts of each Lock-Up Agreement (Aexecuted by each respective Equity Consideration Owner) Buyer’s certificate of incorporation and bylaws each Employment Agreement (or similar governing documents), (B) executed by the adoption of resolutions of Buyer approving the transactions contemplated hereby, and (C) the incumbency of the officers signing this Agreement and other Transaction Documents on behalf of Buyer (together with their specimen signaturesrespective employee); (ivix) each of the Buyer’s Closing Certificateamendments to the Contracts listed on Schedule 2.4(b)(xi), which shall have been obtained and not repudiated, in full force and effect and in form and reasonably substance reasonably satisfactory to Buyers; and (vx) such other documentseach of the terminations of the Contracts with Affiliates of the Companies listed on Schedule 2.4(b)(xii), instruments or certificates as which shall be have been obtained, not repudiated, in full force and effect and in form and substance reasonably requested by Sellers and their counselsatisfactory to Buyers. (c) At the Closing, Buyer and Sellers shall deliver to Escrow Holder joint written instructions instructing the Escrow Holder to deliver the Buyer Deposit to Sellers by wire transfer of immediately available funds to an account designated by Sellers.

Closing Actions. (a) 7.2.1 On the Closing Date, each Seller, as applicable, : (a) the Parties shall deliver to Buyerduly execute: (i) a ▇▇▇▇ of sale the Handover Report; (b) the Seller shall: (i) deliver to the Buyer the written resignations in the agreed form attached hereto as Schedule 11 of Exhibit A hereto (all members of the “▇▇▇▇ board of Sale”)directors of the Company, duly executed by such Seller, transferring together with a statement whereby they declare to have nothing to receive from the tangible personal property included in the Assets to BuyerCompany; (ii) an assignment and assumption agreement deliver to the Buyer the written resignations in the agreed form attached hereto as Schedule 12 of Exhibit B hereto all members (the “Assignment effective and Assumption Agreement”), duly executed by such Seller, effecting the assignment to and assumption by Buyer alternate) of the Assets and board of auditors (collegio sindacale) of the Assumed LiabilitiesCompany, together with a statement whereby they declare to have nothing to receive from the Company; (iii) with respect deliver to each Store Lease the Buyer the share certificate no. 5 in its original form attached hereto as a copy as Schedule 13, without any annotation of pledges, liens, encumbrances and Assigned Sublease, an Assignment and Assumption of Lease substantially in the form of Exhibit C (each, an “Assignment and Assumption of Lease”), duly executed, and if applicable acknowledged, by such Seller/or any Security Interests; (iv) a certificate pursuant cause the extraordinary shareholders’ meetings of the Company to Treasury Regulations Section 1.1445validly resolve upon: (a) the acknowledgement of the resignations of the board of directors, (b) the acknowledgement of the resignations, if any, of the board of auditors, (c) the appointment of new members of the board of directors and statutory auditors of the Company - in lieu of those ceased from their respective office; (d) the waiver of any right or action vis-2(bà-vis the resigned directors and statutory auditors, except in case of gross negligence (colpa grave) or willful misconduct (dolo), in a form reasonably acceptable to Buyer, that such Seller is not a foreign person within and (e) the meaning of Section 1445 transfer of the Internal Revenue Code registered seat of 1986, as amended, duly executed by such Sellerthe Company from ▇▇▇▇▇▇▇▇▇ in Colle (Bari) to the current local branch in Qualiano (Naples); (v) a certificate execute any document and/or carry out any action which is necessary under Applicable Law to perfect the transfer of the secretary Shares from the Seller to the Buyer and vest under Applicable Law in the Buyer title to the Shares (including executing with the Notary Public the endorsement (girata) of such Seller certifying to (A) such entity’s certificate the share certificates representing the Shares in favour of formation and limited liability company agreement (or similar governing documents)the Buyer as per Article 2355, (B) paragraph 3, of the adoption of resolutions of such entity approving the transactions contemplated herebyCivil Code, and (C) properly registering the incumbency Buyer in the shareholders’ ledger of the officers signing this Agreement and other Transaction Documents on behalf Company as owner of such entity (together with their specimen signaturesthe Shares); (vi) execute the Sellers’ Closing CertificateSupply Agreement in the agreed form attached hereto as Schedule 3, the Transitional Service Agreement in the agreed form attached hereto as Schedule 4 and the Consignment Agreement in the agreed form attached as Schedule 14; (vii) such other documentsdeliver to the Buyer a written confirmation that, instruments or certificates as shall be reasonably requested by Buyer and its counsel. (b) On of the Closing Date, the Seller’s Warranties are true accurate and not misleading; (c) the Buyer shall deliver to Sellersshall: (i) pay to the Closing Cash Consideration Seller by wire transfer of in immediately available funds to the account(s) specified in writing by SellersSeller’s Account, without any set-off, exception, counterclaim, deduction, reduction, adjustment, amendment or revision, the Closing Payment plus the Works Expense; (ii) each ▇▇▇▇ pay or cause to be paid to the appropriate Persons and in the appropriate manner, any stamp, transfer, notarial or similar Taxes, duties, fees, costs, charges and expenses however due for the transactions contemplated by this Agreement (including the transfer of Sale, each Assignment and Assumption Agreement and each Assignment and Assumption of Lease, each duly executed, and if applicable acknowledged, by Buyerthe Shares); (iii) a certificate procure that the newly appointed directors and statutory auditors of the secretary of Buyer certifying to Company accept their respective offices immediately after their appointment during the meeting as per clause 7.2.1 (Ab)(i) Buyer’s certificate of incorporation above and bylaws (or similar governing documents), (B) file the adoption of resolutions of Buyer approving relevant forms and documents with the transactions contemplated hereby, and (C) the incumbency of the officers signing this Agreement and other Transaction Documents on behalf of Buyer (together with their specimen signatures)competent Companies’ Registers; (iv) deliver to each resigning member of the Buyer’s Closing Certificate; andboard of directors and of the board of statutory auditors of the Company a letter in the agreed form attached hereto as Schedule 15; (v) such other documentsprocure that the Company will sign: (i) the Supply Agreement in the agreed form attached hereto as Schedule 3; (ii) the Transitional Service Agreement in the agreed form attached hereto as Schedule 4, instruments or certificates and (iii) the Consignment Agreement in the agreed form attached as shall be reasonably requested by Sellers and their counsel.Schedule 14; (cvi) At the Closing, Buyer and Sellers shall deliver to Escrow Holder joint written instructions instructing the Escrow Holder Seller the Vita Parent Company Guarantee. In order to deliver allow the Buyer Deposit delivery of the Vita Parent Company Guarantee to Sellers by wire transfer the Seller, the Seller shall procure that a duly authorized representative of immediately available funds the Seller shall attend the Closing in order to an account designated by Sellersreceive such guarantee and release the relevant receipt of acceptance.