Common use of Closing Date Deliveries Clause in Contracts

Closing Date Deliveries. At the Closing: (a) Sellers shall deliver to Buyer the original stock certificates representing the Velt▇▇ ▇▇▇. shares and the NAPT Shares, together with the appropriate assignments of stock separate from certificate duly endorsed for transfer, and Mich▇▇▇ ▇▇▇▇▇▇ ▇▇▇ll deliver to Buyer, or Buyer's designees listed on Schedule 2.2 (a) attached hereto ( the "Designees"), the original stock certificates representing the Velt▇▇ ▇▇▇dings Shares, together with the appropriate assignments of stock separate from certificate duly endorsed for transfer; (b) Buyer shall pay the NAPT Share Purchase Price to Sellers (in accordance with the NAPT Share Purchase Price allocation under Section 1.5 hereof), Buyer (or the Designees) shall pay the Velt▇▇ ▇▇▇dings Share Purchase Price to Mich▇▇▇ ▇▇▇▇▇▇, ▇▇d Buyer shall pay the Cash Payment to Mich▇▇▇ ▇▇▇▇▇▇ ▇▇▇ the Escrowed Amount into escrow as provided in Section 1.3 hereof; (c) Buyer and Sellers shall receive from each other executed copies of the following agreements: (i) Agreement Not to Compete and Confidentiality Agreement among the Sellers and Buyer in the form attached hereto as Exhibit B; and (ii) Employment Agreement among Mich▇▇▇ ▇▇▇▇▇▇, ▇▇lt▇▇ ▇▇▇dings and Buyer in the form attached hereto as Exhibit C (the "Employment Agreement"); (d) Buyer shall receive from Sellers the original minute books and stock ledgers of each Velt▇▇ ▇▇▇up Member. (e) Buyer shall receive from Sellers an opinion of Kerr, ▇▇▇▇▇▇▇ & Webe▇, ▇.L.C., counsel for Sellers and the Velt▇▇ ▇▇▇up, with respect to the matters set forth on Schedule 2.2(e)(i) attached hereto and an opinion of Bartlet & Richardes, Canadian counsel

Closing Date Deliveries. At the ClosingClosing on the Closing Date: (a) Sellers Seller shall deliver deliver, or cause to Buyer be delivered to Buyer, properly executed and dated as of the original stock certificates representing Closing Date: (i) the Velt▇▇ Assumption Agreement; (ii) the ▇▇▇. shares ▇ of Sale and Assignment; (iii) the NAPT Shares, together Contract Assignment; (iv) the Lease Assignment; (v) the Motor Vehicle Title Certificates; (vi) Seller’s Closing Certificate; (vii) Seller’s Opinion of Counsel; (viii) Seller’s Performance Certificate; (ix) the Warranty Deed; (x) a certificate of existence or good standing with respect to Seller from the appropriate assignments Secretaries of stock separate from certificate duly endorsed for transfer, State of Oklahoma and Mich▇▇▇ ▇Arkansas; (xi) the Fort ▇▇▇▇▇ ▇▇▇ll deliver to Buyer, Studio/Office Lease; and (xii) such other documents as provided in Article VII hereof or Buyer's designees listed on Schedule 2.2 (a) attached hereto ( the "Designees"), the original stock certificates representing the Velt▇▇ ▇▇▇dings Shares, together with the appropriate assignments of stock separate from certificate duly endorsed for transfer;as Buyer shall reasonably request; and (b) In addition to the payments described in Section 2.2, Buyer shall pay deliver, or cause to be delivered to Seller, properly executed and dated as of the NAPT Share Purchase Price to Sellers Closing Date: (in accordance with i) the NAPT Share Purchase Price allocation under Section 1.5 hereof), Buyer Assumption Agreement; (or ii) the Designees) shall pay the Velt▇▇ ▇▇▇dings Share Purchase Price ▇ of Sale and Assignment; (iii) Buyer’s Closing Certificate; (iv) Buyer’s Performance Certificate; (v) the Contract Assignment; (vi) the Lease Assignment; (vii) a certificate of existence or good standing with respect to Mich▇▇▇ ▇▇▇▇▇▇, ▇▇d Buyer shall pay from the Cash Payment to Mich▇▇▇ ▇Secretaries of State of Delaware and Arkansas; (viii) the Fort ▇▇▇▇▇ ▇▇▇ the Escrowed Amount into escrow Studio/Office Lease; and (ix) such other documents as provided in Section 1.3 hereof; (c) Buyer and Sellers Article VIII hereof or as Seller shall receive from each other executed copies of the following agreements: (i) Agreement Not to Compete and Confidentiality Agreement among the Sellers and Buyer in the form attached hereto as Exhibit B; and (ii) Employment Agreement among Mich▇▇▇ ▇▇▇▇▇▇, ▇▇lt▇▇ ▇▇▇dings and Buyer in the form attached hereto as Exhibit C (the "Employment Agreement"); (d) Buyer shall receive from Sellers the original minute books and stock ledgers of each Velt▇▇ ▇▇▇up Memberreasonably request. (e) Buyer shall receive from Sellers an opinion of Kerr, ▇▇▇▇▇▇▇ & Webe▇, ▇.L.C., counsel for Sellers and the Velt▇▇ ▇▇▇up, with respect to the matters set forth on Schedule 2.2(e)(i) attached hereto and an opinion of Bartlet & Richardes, Canadian counsel

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

Closing Date Deliveries. (a) At the Closing, Seller, Indemnitors, JMJ shall: (ai) Sellers shall deliver Deliver to Buyer the original stock certificates representing the Veltduly executed warranty deed▇▇ ▇▇▇. shares and the NAPT Shares, together with the appropriate assignments of stock separate from certificate duly endorsed for transfer, and Mich▇▇▇ ▇▇▇▇▇▇ ▇▇▇ll ▇ sale, assignment and assumption documents and such other instruments of transfer and assignment, all in mutually acceptable form, for the transfer and assignment to Buyer of all of the Assets; (ii) Execute and deliver to Buyer, or Buyer's designees listed on Schedule 2.2Buyer the Non-Foreign Ownership Affidavit provided for in Section 8.03; (aiii) attached hereto ( Deliver to Buyer the "Designees"), Non-Competition Agreement and the original stock certificates representing Employment Agreements duly executed by Seller and the Velt▇▇ ▇▇▇dings Shares, together with Indemnitors; (iv) Deliver to Buyer the appropriate assignments Secretary's Certificate pursuant to Section 10.05; (v) Deliver to Buyer the good standing certificate provided by the Michigan Department of stock separate from certificate duly endorsed for transfer;Consumer and Industry Services; and (vi) Deliver to Buyer any other instruments required in order to document the Closing of this transaction. (b) Buyer shall pay At the NAPT Share Purchase Price to Sellers (in accordance with the NAPT Share Purchase Price allocation under Section 1.5 hereof)Closing, Buyer (or the Designees) shall pay the Velt▇▇ ▇▇▇dings Share Purchase Price to Mich▇▇▇ ▇▇▇▇▇▇, ▇▇d Buyer shall pay the Cash Payment to Mich▇▇▇ ▇▇▇▇▇▇ ▇▇▇ the Escrowed Amount into escrow as provided in Section 1.3 hereof; (c) Buyer and Sellers shall receive from each other executed copies of the following agreementsshall: (i) Agreement Not Deliver to Compete Seller, Indemnitors and Confidentiality Agreement among JMJ the Sellers Purchase Price to be paid at the Closing, as set forth in Section 3.01 hereof; (ii) Duly execute and Buyer deliver to Seller and Indemnitors the assumption documents referenced in Section 12.03(a)(i) hereof; (iii) Deliver to Seller, Indemnitors and JMJ the form attached hereto as Exhibit BSecretary's Certificate pursuant to Section 11.04; (iv) Deliver to Seller, Indemnitors and JMJ certified copies of its good standing certificate; and (iiv) Employment Agreement among Mich▇▇▇ ▇▇▇▇▇▇Deliver to Seller, ▇▇lt▇▇ ▇▇▇dings Indemnitors and Buyer JMJ any other instruments reasonably required in order to document the form attached hereto as Exhibit C (the "Employment Agreement"); (d) Buyer shall receive from Sellers the original minute books and stock ledgers Closing of each Velt▇▇ ▇▇▇up Memberthis transaction. (e) Buyer shall receive from Sellers an opinion of Kerr, ▇▇▇▇▇▇▇ & Webe▇, ▇.L.C., counsel for Sellers and the Velt▇▇ ▇▇▇up, with respect to the matters set forth on Schedule 2.2(e)(i) attached hereto and an opinion of Bartlet & Richardes, Canadian counsel

Closing Date Deliveries. (a) At the Closing, Seller, Indemnitors, JMJ shall: (ai) Sellers shall deliver Deliver to Buyer the original stock certificates representing the Velt▇▇ ▇▇▇. shares and the NAPT Shares, together with the appropriate assignments of stock separate from certificate duly endorsed for transfer, and Mich▇▇▇ ▇▇▇▇▇▇ ▇▇▇ll deliver to Buyer, or Buyer's designees listed on Schedule 2.2 (a) attached hereto ( the "Designees"), the original stock certificates representing the Velt▇▇ ▇▇▇dings Shares, together with the appropriate assignments of stock separate from certificate duly endorsed for transfer; (b) Buyer shall pay the NAPT Share Purchase Price to Sellers (in accordance with the NAPT Share Purchase Price allocation under Section 1.5 hereof), Buyer (or the Designees) shall pay the Velt▇▇ ▇▇▇dings Share Purchase Price to Mich▇▇▇ ▇executed warranty ▇▇▇▇▇, ▇▇d Buyer shall pay the Cash Payment to Mich▇▇▇ ▇▇▇▇▇▇ ▇▇▇ of sale, assignment and assumption documents and such other instruments of transfer and assignment, all in mutually acceptable form, for the Escrowed Amount into escrow as provided in Section 1.3 hereoftransfer and assignment to Buyer of all of the Assets; (cii) Execute and deliver to Buyer the Non-Foreign Ownership Affidavit provided for in Section 8.03; (iii) Deliver to Buyer the Non-Competition Agreement and Sellers shall receive from each the Employment Agreements duly executed by Seller and the Indemnitors; (iv) Deliver to Buyer the Secretary's Certificate pursuant to Section 10.05; (v) Deliver to Buyer the good standing certificate provided by the Michigan Department of Consumer and Industry Services; and (vi) Deliver to Buyer any other executed copies instruments required in order to document the Closing of this transaction. (b) At the following agreementsClosing, Buyer shall: (i) Agreement Not Deliver to Compete Seller, Indemnitors and Confidentiality Agreement among JMJ the Sellers Purchase Price to be paid at the Closing, as set forth in Section 3.01 hereof; (ii) Duly execute and Buyer deliver to Seller and Indemnitors the assumption documents referenced in Section 12.03(a)(i) hereof; (iii) Deliver to Seller, Indemnitors and JMJ the form attached hereto as Exhibit BSecretary's Certificate pursuant to Section 11.04; (iv) Deliver to Seller, Indemnitors and JMJ certified copies of its good standing certificate; and (iiv) Employment Agreement among Mich▇▇▇ ▇▇▇▇▇▇Deliver to Seller, ▇▇lt▇▇ ▇▇▇dings Indemnitors and Buyer JMJ any other instruments reasonably required in order to document the form attached hereto as Exhibit C (the "Employment Agreement"); (d) Buyer shall receive from Sellers the original minute books and stock ledgers Closing of each Velt▇▇ ▇▇▇up Memberthis transaction. (e) Buyer shall receive from Sellers an opinion of Kerr, ▇▇▇▇▇▇▇ & Webe▇, ▇.L.C., counsel for Sellers and the Velt▇▇ ▇▇▇up, with respect to the matters set forth on Schedule 2.2(e)(i) attached hereto and an opinion of Bartlet & Richardes, Canadian counsel

Closing Date Deliveries. At the ClosingClosing on the Closing Date: (a) Sellers Seller shall deliver deliver, or cause to Buyer be delivered to Buyer, properly executed and dated as of the original stock certificates representing Closing Date: (i) the Velt▇▇ ▇▇▇. shares and Assumption Agreement; (ii) the NAPT Shares, together with the appropriate assignments of stock separate from certificate duly endorsed for transfer, and MichB▇▇▇ ▇of Sale and Assignment; (iii) the Contract Assignment; (iv) the Lease Assignment; (v) the License Assignment; (vi) the Motor Vehicle Title Certificates; (vii) F▇▇▇▇▇ Parties’ Closing Certificate; (viii) F▇▇▇ll deliver to Buyer, or Buyer's designees listed on Schedule 2.2▇▇ Parties’ Opinions of Counsel; (aix) the Intangible Property Assignment; (x) the Warranty Deeds; (xi) Estoppel Certificates from the lessors under the Material Leases in substantially the form attached hereto ( as EXHIBIT L (the "Designees"“Estoppel Certificates”), ; (xii) Registered Trademark Assignment; (xiii) the original stock certificates representing the Velt▇▇ ▇▇▇dings Shares, together with the appropriate assignments of stock separate from certificate duly endorsed for transfer;Non-Compete/Non-Solicit Agreements; and (xiv) such other documents as provided in Article 7 hereof or as Buyer shall reasonably request. (b) Buyer shall pay the NAPT Share Purchase Price deliver, or cause to Sellers (in accordance with the NAPT Share Purchase Price allocation under Section 1.5 hereof)be delivered to Seller, Buyer (or the Designees) shall pay the Velt▇▇ ▇▇▇dings Share Purchase Price to Mich▇▇▇ ▇▇▇▇▇▇, ▇▇d Buyer shall pay the Cash Payment to Mich▇▇▇ ▇▇▇▇▇▇ ▇▇▇ the Escrowed Amount into escrow properly executed and dated as provided in Section 1.3 hereof; (c) Buyer and Sellers shall receive from each other executed copies of the following agreementsClosing Date: (i) Agreement Not to Compete and Confidentiality Agreement among the Sellers and Buyer in Assumption Agreement; (ii) Buyer’s Closing Certificate; (iii) the form attached hereto as Exhibit BContract Assignment; (iv) the Lease Assignment; (v) the Intangible Property Assignment; and (iivi) Employment Agreement among Mich▇▇▇ ▇▇▇▇▇▇, ▇▇lt▇▇ ▇▇▇dings and Buyer such other documents as provided in the form attached hereto Article 8 hereof or as Exhibit C (the "Employment Agreement"); (d) Buyer Seller shall receive from Sellers the original minute books and stock ledgers of each Velt▇▇ ▇▇▇up Memberreasonably request. (e) Buyer shall receive from Sellers an opinion of Kerr, ▇▇▇▇▇▇▇ & Webe▇, ▇.L.C., counsel for Sellers and the Velt▇▇ ▇▇▇up, with respect to the matters set forth on Schedule 2.2(e)(i) attached hereto and an opinion of Bartlet & Richardes, Canadian counsel

Closing Date Deliveries. At the ClosingClosing on the Closing Date: (a) Sellers shall deliver deliver, or cause to Buyer be delivered to Buyer, properly executed and dated as of the original stock certificates representing Closing Date: (i) the Velt▇▇ ▇▇▇. shares and Assumption Agreement; (ii) the NAPT Shares, together with the appropriate assignments of stock separate from certificate duly endorsed for transfer, and Mich▇▇▇ ▇▇▇▇▇▇ ▇▇▇ll deliver of Sale and Assignment; (iii) the Contract Assignment; (iv) the Lease Assignment; (v) the Motor Vehicle Title Certificates; (vi) Sellers' Closing Certificate; (vii) Sellers' Opinion of Counsel; (viii) Sellers' Performance Certificate; (ix) the Trademark Assignment; (x) the Warranty Deed; (xi) a certificate of existence or good standing with respect to Buyer, each Seller from the Secretary of State of Delaware and with respect to Non-License Seller from the Secretary of State of Missouri; and (xii) such other documents as provided in Article VII hereof or Buyer's designees listed on Schedule 2.2 (a) attached hereto ( the "Designees"), the original stock certificates representing the Velt▇▇ ▇▇▇dings Shares, together with the appropriate assignments of stock separate from certificate duly endorsed for transfer;as Buyer shall reasonably request; and (b) In addition to the payments described in Section 2.2, Buyer shall pay deliver, or cause to be delivered to Sellers, properly executed and dated as of the NAPT Share Purchase Price to Sellers Closing Date: (in accordance with i) the NAPT Share Purchase Price allocation under Section 1.5 hereof), Buyer Assumption Agreement; (or ii) the Designees) shall pay the Velt▇▇ ▇▇▇dings Share Purchase Price to Mich▇▇▇ ▇▇▇▇▇▇, ▇▇d Buyer shall pay the Cash Payment to Mich▇▇▇ ▇▇▇▇▇▇ ▇▇▇ of Sale and Assignment; (iii) Buyer's Closing Certificate; (iv) Buyer's Opinion of Counsel; (v) Buyer's Performance Certificate; (vi) the Escrowed Amount into escrow as provided in Section 1.3 hereofContract Assignment; (c) Buyer and Sellers shall receive from each other executed copies of the following agreements: (i) Agreement Not to Compete and Confidentiality Agreement among the Sellers and Buyer in the form attached hereto as Exhibit B; and (ii) Employment Agreement among Mich▇▇▇ ▇▇▇▇▇▇, ▇▇lt▇▇ ▇▇▇dings and Buyer in the form attached hereto as Exhibit C (the "Employment Agreement"); (d) Buyer shall receive from Sellers the original minute books and stock ledgers of each Velt▇▇ ▇▇▇up Member. (e) Buyer shall receive from Sellers an opinion of Kerr, ▇▇▇▇▇▇▇ & Webe▇, ▇.L.C., counsel for Sellers and the Velt▇▇ ▇▇▇up, with respect to the matters set forth on Schedule 2.2(e)(i) attached hereto and an opinion of Bartlet & Richardes, Canadian counsel

Closing Date Deliveries. At the ClosingClosing on the Closing Date: (a) Sellers TV and License Co. shall deliver deliver, or cause to Buyer be delivered to Buyer, properly executed and dated as of the original stock certificates representing Closing Date: (i) the Velt▇▇ ▇▇▇. shares and Assumption Agreement; (ii) the NAPT Shares, together with the appropriate assignments of stock separate from certificate duly endorsed for transfer, and Mich▇▇▇ ▇▇▇▇▇▇ ▇▇▇ll deliver to Buyer, or Buyer's designees listed on Schedule 2.2of Sale and Assignment; (aiii) attached hereto ( the "Designees")Contract Assignment; (iv) the Lease Assignments; (v) the License Assignment; (vi) the Motor Vehicle Title Certificates; (vii) TV's, License Co.'s and Parent's Closing Certificates; (viii) Sellers' and Parent's Opinions of Counsel; (ix) the original stock certificates representing Intangible Property Assignment; (x) the Velt▇▇ ▇▇▇dings Shares, together with Grant Deed for the appropriate assignments of stock separate from certificate duly endorsed for transfer;Owned Real Property; and (xi) such other documents as provided in Article 8 hereof or as Buyer or the Title Company shall reasonably request in order to effectuate the transaction contemplated by this Agreement; and (b) Buyer shall pay the NAPT Share Purchase Price deliver, or cause to Sellers (in accordance with the NAPT Share Purchase Price allocation under Section 1.5 hereof)be delivered to Sellers, Buyer (or the Designees) shall pay the Velt▇▇ ▇▇▇dings Share Purchase Price to Mich▇▇▇ ▇▇▇▇▇▇, ▇▇d Buyer shall pay the Cash Payment to Mich▇▇▇ ▇▇▇▇▇▇ ▇▇▇ the Escrowed Amount into escrow properly executed and dated as provided in Section 1.3 hereof; (c) Buyer and Sellers shall receive from each other executed copies of the following agreementsClosing Date: (i) Agreement Not to Compete and Confidentiality Agreement among the Sellers and Buyer in Assumption Agreement; (ii) Buyer's Closing Certificate; (iii) Buyer's Opinion of Counsel; (iv) the form attached hereto as Exhibit BContract Assignment; (v) the Lease Assignments; (vi) the Intangible Property Assignment; and (iivii) Employment Agreement among Mich▇▇▇ ▇▇▇▇▇▇, ▇▇lt▇▇ ▇▇▇dings and Buyer such other documents as provided in the form attached hereto Article 9 hereof or as Exhibit C (the "Employment Agreement"); (d) Buyer Sellers shall receive from Sellers the original minute books and stock ledgers of each Velt▇▇ ▇▇▇up Memberreasonably request. (e) Buyer shall receive from Sellers an opinion of Kerr, ▇▇▇▇▇▇▇ & Webe▇, ▇.L.C., counsel for Sellers and the Velt▇▇ ▇▇▇up, with respect to the matters set forth on Schedule 2.2(e)(i) attached hereto and an opinion of Bartlet & Richardes, Canadian counsel

Closing Date Deliveries. At the ClosingClosing on the Closing Date: (a) Sellers shall deliver deliver, or cause to Buyer be delivered, to Buyer, properly executed and dated as of the original stock certificates representing Closing Date: (i) the Velt▇▇ ▇▇▇. shares and Assumption Agreement; (ii) the NAPT Shares, together with the appropriate assignments of stock separate from certificate duly endorsed for transfer, and Mich▇▇▇ ▇▇▇▇▇▇ ▇▇▇ll deliver to Buyer, of Sale and Assignment; (iii) the Contract Assignment; (iv) the Holdback Escrow Agreement; (v) the Lease Assignment; (vi) the New Leases; (vii) the Noncompetition Agreement; (viii) the Payoff Letters; (ix) the Patent Assignment; (x) Sellers’ Closing Certificates; (xi) Sellers’ Opinion of Counsel; (xii) Sellers’ Performance Certificates; (xiii) the Trademark Assignment; and (xiv) such other documents as provided in Article VII hereof or Buyer's designees listed on Schedule 2.2 (a) attached hereto ( the "Designees"), the original stock certificates representing the Velt▇▇ ▇▇▇dings Shares, together with the appropriate assignments of stock separate from certificate duly endorsed for transfer;as Buyer shall reasonably request; and (b) In addition to the payments described in Section 2.2, Buyer shall pay deliver, or cause to be delivered, to Sellers, properly executed and dated as of the NAPT Share Purchase Price to Sellers Closing Date: (in accordance with i) the NAPT Share Purchase Price allocation under Section 1.5 hereof), Buyer Assumption Agreement; (or ii) the Designees) shall pay the Velt▇▇ ▇▇▇dings Share Purchase Price to Mich▇▇▇ ▇▇▇▇▇▇, ▇▇d Buyer shall pay the Cash Payment to Mich▇▇▇ ▇▇▇▇▇▇ ▇▇▇ of Sale and Assignment; (iii) Buyer’s Closing Certificate; (iv) Buyer’s Opinion of Counsel; (v) Buyer’s Performance Certificate; (vi) the Escrowed Amount into escrow Contract Assignment; (vii) the Holdback Escrow Agreement; (viii) the Lease Assignment; (ix) the New Leases; (x) the Noncompetition Agreement; (xi) the Patent Assignment; (xii) the Trademark Assignment; and (xiii) such other documents as provided in Section 1.3 hereof; (c) Buyer and Article VIII hereof or as Sellers shall receive from each other executed copies of the following agreements: (i) Agreement Not to Compete and Confidentiality Agreement among the Sellers and Buyer in the form attached hereto as Exhibit B; and (ii) Employment Agreement among Mich▇▇▇ ▇▇▇▇▇▇, ▇▇lt▇▇ ▇▇▇dings and Buyer in the form attached hereto as Exhibit C (the "Employment Agreement"); (d) Buyer shall receive from Sellers the original minute books and stock ledgers of each Velt▇▇ ▇▇▇up Memberreasonably request. (e) Buyer shall receive from Sellers an opinion of Kerr, ▇▇▇▇▇▇▇ & Webe▇, ▇.L.C., counsel for Sellers and the Velt▇▇ ▇▇▇up, with respect to the matters set forth on Schedule 2.2(e)(i) attached hereto and an opinion of Bartlet & Richardes, Canadian counsel

Closing Date Deliveries. At the ClosingClosing on the Closing Date: (a) Sellers Sellers, as applicable, respectively shall deliver deliver, or cause to be delivered to Buyer properly executed and dated as of the original stock certificates representing Closing Date: (i) the Velt▇▇ ▇▇▇. shares Assumption Agreements; (ii) the Bills of Sale and Assignment; (iii) the NAPT Shares, together with Contract Assignments; (iv) the appropriate assignments of stock separate from certificate duly endorsed for transfer, Indemnity Guaranty Agreement; (v) the Lease Assignments; (vi) the Non-Competition Agreement; (vii) Sellers' Closing Certificates; (viii) the Trademark Assignments; (ix) the Title Policy and Mich▇▇▇ ▇▇▇▇▇▇ ▇▇▇ll deliver to Buyer, (x) the Warranty Deed; and (xi) such other documents as provided in Article V hereof or Buyer's designees listed on Schedule 2.2 (a) attached hereto ( the "Designees"), the original stock certificates representing the Velt▇▇ ▇▇▇dings Shares, together with the appropriate assignments of stock separate from certificate duly endorsed for transfer;as Buyer shall reasonably request; and (b) Buyer shall pay deliver, or cause to be delivered to Sellers, as applicable, properly executed and dated as of the NAPT Share Purchase Price to Sellers Closing Date: (in accordance with i) the NAPT Share Purchase Price allocation under Section 1.5 hereof)Assumption Agreements; (ii) the Bills of Sale and Assignment; (iii) Buyer's Closing Certificate; (iv) the Contract Assignments; (v) the Indemnity Guaranty Agreement, Buyer (or vi) the DesigneesLease Assignments; (vii) shall pay the Velt▇▇ ▇▇▇dings Share Purchase Price to Mich▇▇▇ ▇▇▇▇▇▇, ▇▇d Buyer shall pay Non-Competition Agreement; (viii) the Cash Payment to Mich▇▇▇ ▇▇▇▇▇▇ ▇▇▇ the Escrowed Amount into escrow Trademark Assignments; and (ix) such other documents as provided in Section 1.3 hereof; (c) Buyer and Article VI hereof or as Sellers shall receive from each other executed copies of the following agreements: (i) Agreement Not to Compete and Confidentiality Agreement among the Sellers and Buyer in the form attached hereto as Exhibit B; and (ii) Employment Agreement among Mich▇▇▇ ▇▇▇▇▇▇, ▇▇lt▇▇ ▇▇▇dings and Buyer in the form attached hereto as Exhibit C (the "Employment Agreement"); (d) Buyer shall receive from Sellers the original minute books and stock ledgers of each Velt▇▇ ▇▇▇up Memberreasonably request. (e) Buyer shall receive from Sellers an opinion of Kerr, ▇▇▇▇▇▇▇ & Webe▇, ▇.L.C., counsel for Sellers and the Velt▇▇ ▇▇▇up, with respect to the matters set forth on Schedule 2.2(e)(i) attached hereto and an opinion of Bartlet & Richardes, Canadian counsel