Common use of Closing Deliveries of the Parties Clause in Contracts

Closing Deliveries of the Parties. 9.1 At Closing the Seller shall deliver to the Buyer the following: (a) The deed required by this Agreement describing the Property according to an accurate metes and bounds description prepared by the Buyer’s surveyor, subject to the approval of Seller’s attorney, which approval shall not be unreasonably withheld nor unduly delayed. The deed shall be the usual Bargain and Sale Deed, with Covenants Against Grantor’s Acts, in proper statutory short form for recording and shall be duly executed and acknowledged so as to convey to the Buyer the fee simple title to the Property required hereby, free of all liens, rights, claims and encumbrances, except as otherwise provided in this Agreement. The deed shall be accompanied by such forms (including an affidavit of consideration and seller’s residency certification/exemption) as are required to be filed with the deed in order for the deed to be recorded, all duly executed by the Seller. (b) An Affidavit of Title in standard form and with such content as shall be approved by Buyer’s counsel and Buyer’s Title Insurance Company, which approval shall not be unreasonably withheld or unduly delayed. (c) A certificate as to the continued accuracy of the representations, warranties and covenants provided in this Agreement as of the date of Closing executed by Seller’s Manager or a duly authorized signatory. (d) A duly adopted Resolution or Consent in Lieu of Meeting of the Members of Seller authorizing the entry into the within Agreement and the execution and delivery of all documents necessary to effectuate the transactions contemplated hereby by the Manager of the Seller. (e) A Non-Foreign Person Certification in conformity with Section 1445 of the Internal Revenue Code of 1986, as amended. (f) Copies of real estate tax bills for the current year in the possession of Seller. (g) A duly executed and acknowledged estoppel certificate from Tenant in the form set forth on Schedule B, executed and dated not more than thirty (30) calendar days prior to the date of Closing. (h) A duly executed and acknowledged instrument in the form of Schedule C annexed hereto providing for, inter alia, the assignment by Seller of the landlord’s interest in the Lease and the assumption by Buyer of the landlord’s obligations under the Lease which remain in effect from and after the Closing. (i) The original Letter of Credit with transfer documentation in the issuing bank’s standard form of such transfer documentation, duly executed by Seller and Tenant, if required, and acknowledged, sufficient to transfer same to the Buyer (which shall be countersigned by Buyer, if required), together with the fee (if any) required to be paid to the issuing bank for such transfer, which fee shall be paid by the Tenant pursuant to the terms of the Lease. (j) The letter notifying the Tenant of the sale of the Property to Buyer and stating the new address for notices under the Lease in the form set forth on Schedule D hereto. (k) Broker’s acknowledgment of the full payment of the commission for the subject sale. (l) A title closing statement in standard form accurately reflecting all financial aspects of the sale transaction. (m) The roof warranty and the documentation confirming that the roof warranty has been assigned to the Buyer in accordance with its terms. (n) The original Lease. In addition, prior to Closing Seller shall make its entire leasing file respecting the Property available for inspection by Buyer at Seller’s office, including all invoices and copies of all correspondence with the Tenant in the Seller’s possession and shall provide copies of any portions of the file requested by Buyer. (o) An assignment, without recourse and without representation transferring to the extent transferrable the Seller’s rights to the governmental approvals and permits, rights, warranties and guaranties referred to in clauses (f) and (g) of Section 2 of this Agreement in the form annexed hereto as Schedule “I.” (p) The originals (if available) or copies of the items of personal property described in Section 2 of this Agreement. (q) Either a Response Action Outcome or a Remediation Certification issued pursuant to ISRA by a Licensed Site Remediation Professional (as such capitalized terms are hereinafter defined) with respect to the conveyance by the Seller to the Buyer of title to the Property, as provided in Section 29(h). If a Remediation Certification is provided, then it shall be accompanied by evidence of the establishment of the associated remedial funding source or financial assurance as provided in Section 29(h). (r) Such other documents specifically provided for herein, or as may be necessary or reasonably required by Buyer and Buyer’s Title Insurance Company in order to consummate the transactions contemplated hereby, provided and on condition that such documents do not increase Seller’s obligations or liabilities beyond those expressly assumed under this Agreement.

Closing Deliveries of the Parties. 9.1 At Closing the Seller shall deliver or prior to the Buyer the followingClosing: (a) The deed required by this Agreement describing the Property according to an accurate metes and bounds description prepared by the Buyer’s surveyor, subject Hi Solutions shall deliver to the approval Seller evidence of Seller’s attorneyHi Solutions’ instructions to its Transfer Agent instructing the Transfer Agent to make a book-entry record in accordance with the Transfer Agent Instructions, which approval shall not be unreasonably withheld nor unduly delayed. The deed shall be including appropriate restrictive and other legends and evidencing the usual Bargain and Sale Deed, with Covenants Against Grantor’s Acts, in proper statutory short form for recording and shall be duly executed and acknowledged so as to convey issuance to the Buyer Seller of the fee simple title applicable number of shares of Hi Common Stock equal to the Property required herebyEquity Consideration (the “Hi Closing Shares”), free registered in the name of all liens, rights, claims and encumbrances, except as otherwise provided in this Agreement. The deed shall be accompanied by such forms (including an affidavit of consideration and seller’s residency certification/exemption) as are required to be filed with the deed in order for the deed to be recorded, all duly executed by the Seller. (b) An Affidavit The Seller shall deliver, or cause to be delivered, to Hi Solutions each of Title the following (each in standard a form and with such content substance satisfactory to Hi Solutions): (i) an assignment of the Interests, duly executed by Seller; (ii) evidence of the termination of each of those Related Party Arrangements and other Contracts and transactions set forth on Section 2.5(b)(ii) of the Seller Disclosure Schedule; (iii) a certificate dated as shall be approved of the Closing Date, duly executed by Buyer’s counsel and Buyer’s Title Insurance an authorized officer of the Company, which approval shall given by him on behalf of the Company, certifying as to (A) an attached copy of each of the Company Organizational Documents and stating that none of the Company Organizational Documents have been amended, modified, revoked or rescinded, and (B) an attached copy of the resolutions of Seller as the sole member of the Company authorizing and approving the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and stating that such resolutions have not been amended, modified, revoked or rescinded; (iv) a certificate of good standing, dated not more than five days prior to the Closing Date, with respect to the Company, issued by the Secretary of Commonwealth of Pennsylvania; (v) an affidavit from Seller, duly completed and executed in a form consistent with Treasury Regulation Section 1.1445-2(b), certifying that Seller is not a “foreign person” within the meaning of Sections 1445 and 1446 of the Code; (vi) the consents listed on Section 2.5(b)(vi) of the Seller Disclosure Schedule; (vii) payoff letters with respect to all Indebtedness identified in the Closing Statement to be unreasonably withheld paid off (the “Payoff Letters”) and all instruments and documents necessary to release any and all Liens securing Indebtedness, including any necessary UCC termination statements or unduly delayedother releases; (viii) a joinder to the Employment Agreement, duly executed by the Seller; and (ix) such other documents or instruments as Hi Solutions reasonably requests and are reasonably necessary to consummate the Transactions. (c) A certificate as Nothwithstanding the foregoing, the Seller shall have the right to the continued accuracy elect to have up to 25% of the representations, warranties and covenants provided Equity Value paid in this Agreement as of the date of Closing executed by Seller’s Manager or a duly authorized signatory. (d) A duly adopted Resolution or Consent in Lieu of Meeting of the Members of Seller authorizing the entry into the within Agreement and the execution and delivery of all documents necessary to effectuate the transactions contemplated hereby by the Manager of the Seller. (e) A Non-Foreign Person Certification in conformity with Section 1445 of the Internal Revenue Code of 1986, as amended. (f) Copies of real estate tax bills for the current year in the possession of Seller. (g) A duly executed and acknowledged estoppel certificate from Tenant in the form set forth on Schedule B, executed and dated not more cash rather than thirty (30) calendar days prior to the date of Closing. (h) A duly executed and acknowledged instrument in the form of Schedule C annexed hereto providing for, inter aliashares Hi Common Stock. Should Seller make this election, the assignment by Seller number of Closing Shares to be delivered at the landlord’s interest in the Lease Closing shall be proportionally reduced and the assumption by Buyer of Seller shall issue the landlord’s obligations under Promissory Note at the Lease which remain in effect from and after the Closing. (i) The original Letter of Credit with transfer documentation in the issuing bank’s standard form of such transfer documentation, duly executed by Seller and Tenant, if required, and acknowledged, sufficient to transfer same to the Buyer (Closing which shall be countersigned by Buyer, if required), together with the fee (if any) required due and payable to be paid to the issuing bank for such transfer, which fee shall be paid by the Tenant pursuant to the terms of the Lease. (j) The letter notifying the Tenant of the sale of the Property to Buyer and stating the new address for notices under the Lease in the form Seller as set forth on Schedule D heretotherein. (k) Broker’s acknowledgment of the full payment of the commission for the subject sale. (l) A title closing statement in standard form accurately reflecting all financial aspects of the sale transaction. (m) The roof warranty and the documentation confirming that the roof warranty has been assigned to the Buyer in accordance with its terms. (n) The original Lease. In addition, prior to Closing Seller shall make its entire leasing file respecting the Property available for inspection by Buyer at Seller’s office, including all invoices and copies of all correspondence with the Tenant in the Seller’s possession and shall provide copies of any portions of the file requested by Buyer. (o) An assignment, without recourse and without representation transferring to the extent transferrable the Seller’s rights to the governmental approvals and permits, rights, warranties and guaranties referred to in clauses (f) and (g) of Section 2 of this Agreement in the form annexed hereto as Schedule “I.” (p) The originals (if available) or copies of the items of personal property described in Section 2 of this Agreement. (q) Either a Response Action Outcome or a Remediation Certification issued pursuant to ISRA by a Licensed Site Remediation Professional (as such capitalized terms are hereinafter defined) with respect to the conveyance by the Seller to the Buyer of title to the Property, as provided in Section 29(h). If a Remediation Certification is provided, then it shall be accompanied by evidence of the establishment of the associated remedial funding source or financial assurance as provided in Section 29(h). (r) Such other documents specifically provided for herein, or as may be necessary or reasonably required by Buyer and Buyer’s Title Insurance Company in order to consummate the transactions contemplated hereby, provided and on condition that such documents do not increase Seller’s obligations or liabilities beyond those expressly assumed under this Agreement.

Closing Deliveries of the Parties. 9.1 At Closing the Seller shall deliver or prior to the Buyer the followingClosing: (a) The deed required by this Agreement describing Buyer shall deliver, or cause to be delivered: (i) to Seller and the Property according other applicable recipients, the Purchase Price, and Indebtedness in accordance with Section 2.4(b); and (ii) to an accurate metes and bounds description prepared by the Buyer’s surveyorSeller, subject to the approval of Seller’s attorney, which approval shall not be unreasonably withheld nor unduly delayed. The deed shall be the usual Bargain and Sale Deed, with Covenants Against Grantor’s Acts, in proper statutory short form for recording and shall be a duly executed and acknowledged so as counterpart to convey each of the other Transaction Documents to the Buyer the fee simple title to the Property required hereby, free of all liens, rights, claims and encumbrances, except as otherwise provided in this Agreement. The deed shall be accompanied by such forms (including an affidavit of consideration and seller’s residency certification/exemption) as are required to be filed with the deed in order for the deed to be recorded, all duly executed by the Sellerwhich Buye▇ ▇▇ a party. (b) An Affidavit of Title in standard form and with such content as Seller shall deliver, or cause to be approved by Buyer’s counsel and Buyer’s Title Insurance Companydelivered, which approval shall not be unreasonably withheld or unduly delayed. (c) A certificate as to the continued accuracy Buyer each of the representationsfollowing, warranties and covenants provided each in this Agreement as of the date of Closing executed by Seller’s Manager or a duly authorized signatory. (d) A duly adopted Resolution or Consent in Lieu of Meeting of the Members of Seller authorizing the entry into the within Agreement and the execution and delivery of all documents necessary form satisfactory to effectuate the transactions contemplated hereby by the Manager of the Seller. (e) A Non-Foreign Person Certification in conformity with Section 1445 of the Internal Revenue Code of 1986, as amended. (f) Copies of real estate tax bills for the current year in the possession of Seller. (g) A duly executed and acknowledged estoppel certificate from Tenant in the form set forth on Schedule B, executed and dated not more than thirty (30) calendar days prior to the date of Closing. (h) A duly executed and acknowledged instrument in the form of Schedule C annexed hereto providing for, inter alia, the assignment by Seller of the landlord’s interest in the Lease and the assumption by Buyer of the landlord’s obligations under the Lease which remain in effect from and after the Closing.Buyer: (i) The original Letter a membership interest assignment agreement, or such other instrument of Credit with transfer documentation from Seller assigning Seller’s Acquired Interests to Buyer; (ii) a resignation letter from each Representative of Seller serving as an officer and/or manager (in their capacities as such) of the issuing bank’s standard form of such transfer documentation, Company Group; (iii) an IRS Form W-9 properly completed and duly executed by Seller; (iv) the Seller Board Approval; (v) payoff letters or similar documents in form and Tenantsubstance satisfactory to Buyer from the holders (or representatives of the holders) of Indebtedness (such payoff letters or documents, the “Payoff Letters” and such Indebtedness, the “Closing Payoff Indebtedness”) and evidencing the aggregate outstanding amount of such Closing Payoff Indebtedness (including any unpaid interest accrued thereon and any prepayment or similar penalties and expenses associated with the prepayment of such Indebtedness on the Closing Date) and an acknowledgment that, if required, and acknowledged, sufficient to transfer same to the Buyer (which shall be countersigned by Buyer, if required), together with the fee (if any) required to be such aggregate amount so identified is paid to the issuing bank for applicable lender, creditor or agent on or before the Closing Date, such transferIndebtedness will be repaid in full, which fee shall and all related Liens securing such Indebtedness encumbering the Acquired Interests will be paid by the Tenant pursuant to the terms of the Lease.released; and (jvi) The letter notifying the Tenant of the sale of the Property to Buyer and stating the new address for notices under the Lease in the form set forth on Schedule D hereto. (k) Broker’s acknowledgment of the full payment of the commission for the subject sale. (l) A title closing statement in standard form accurately reflecting all financial aspects of the sale transaction. (m) The roof warranty and the documentation confirming that the roof warranty has been assigned to the Buyer in accordance with its terms. (n) The original Lease. In addition, prior to Closing Seller shall make its entire leasing file respecting the Property available for inspection by Buyer at Seller’s office, including all invoices and copies of all correspondence with the Tenant in the Seller’s possession and shall provide copies of any portions of the file requested by Buyer. (o) An assignment, without recourse and without representation transferring to the extent transferrable the Seller’s rights to the governmental approvals and permits, rights, warranties and guaranties referred to in clauses (f) and (g) of Section 2 of this Agreement in the form annexed hereto as Schedule “I.” (p) The originals (if available) or copies of the items of personal property described in Section 2 of this Agreement. (q) Either a Response Action Outcome or a Remediation Certification issued pursuant to ISRA by a Licensed Site Remediation Professional (as such capitalized terms are hereinafter defined) with respect to the conveyance by the Seller to the Buyer of title to the Property, as provided in Section 29(h). If a Remediation Certification is provided, then it shall be accompanied by evidence of the establishment portion of the associated remedial funding source or financial assurance as provided in Section 29(h)Indebtedness paid by Sell▇▇. (r) Such other documents specifically provided for herein, or as may be necessary or reasonably required by Buyer and Buyer’s Title Insurance Company in order to consummate the transactions contemplated hereby, provided and on condition that such documents do not increase Seller’s obligations or liabilities beyond those expressly assumed under this Agreement.

Closing Deliveries of the Parties. 9.1 At Closing or prior to the Seller Closing: (a) Purchaser shall deliver to the Buyer Seller each of the following: (ai) The deed required by this a customary Assignment and Assumption Agreement describing the Property according to an accurate metes and bounds description prepared by the Buyer’s surveyor, subject in a form reasonably satisfactory to the approval of Seller’s attorneyParties (the “Assignment and Assumption Agreement”), which approval shall not be unreasonably withheld nor unduly delayed. The deed shall be the usual Bargain and Sale Deed, with Covenants Against Grantor’s Acts, in proper statutory short form for recording and shall be duly executed and acknowledged so as to convey to the Buyer the fee simple title to the Property required hereby, free of all liens, rights, claims and encumbrances, except as otherwise provided in this Agreement. The deed shall be accompanied by such forms (including an affidavit of consideration and seller’s residency certification/exemption) as are required to be filed with the deed in order for the deed to be recorded, all duly executed by an authorized officer of Purchaser; (ii) with respect to the Sublease, a customary Assignment and Assumption of Sublease in a form reasonably satisfactory to the Parties (the “Assignment and Assumption of Sublease”), duly executed by an authorized officer of Purchaser; and (iii) a certificate duly executed by an officer of Purchaser, in form and substance reasonably satisfactory to Seller, dated the Closing Date, to the effect that each of the conditions specified in Section 6.2 has been satisfied in all respects. (b) An Affidavit Seller shall deliver to Purchaser each of Title the following: (i) A customary bill of sale in standard a form reasonably satisfactory to the Parties (the “Bill of Sale”), duly executed by an authorized officer of Seller; (ii) the Assignment and Assumption Agreement duly executed by an authorized officer of Seller; (iii) the Assignment and Assumption of Sublease duly executed by an authorized officer of Seller; (iv) a certificate duly executed by an officer of Seller, in form and with such content as shall be approved substance reasonably satisfactory to Purchaser, dated the Closing Date, to the effect that each of the conditions specified in Section 6.1 have been satisfied in all respects; and (v) an IRS Form W-9 duly executed by Buyer’s counsel and Buyer’s Title Insurance Company, which approval shall not be unreasonably withheld or unduly delayedS▇▇▇▇▇. (c) A certificate Seller (or its applicable Affiliate) shall irrevocably be entitled to retain the Holdback Amount (as to the continued accuracy of the representations, warranties and covenants provided in this Agreement as of the date of Closing executed by Seller’s Manager or a duly authorized signatory. (d) A duly adopted Resolution or Consent in Lieu of Meeting of the Members of Seller authorizing the entry into the within Agreement and the execution and delivery of all documents necessary to effectuate the transactions contemplated hereby by the Manager of the Seller. (e) A Non-Foreign Person Certification in conformity with Section 1445 of the Internal Revenue Code of 1986, as amended. (f) Copies of real estate tax bills for the current year defined in the possession of Seller. (g) A duly executed and acknowledged estoppel certificate from Tenant in the form set forth on Schedule BOption Agreement), executed and dated not more than thirty (30) calendar days prior to the date of Closing. (h) A duly executed and acknowledged instrument in the form of Schedule C annexed hereto providing for, inter alia, the assignment by Seller of the landlord’s interest in the Lease and the assumption by Buyer of the landlord’s obligations under the Lease which remain in effect from and after the Closing. (i) The original Letter of Credit with transfer documentation in the issuing bank’s standard form of such transfer documentation, duly executed by Seller and Tenant, if required, and acknowledged, sufficient to transfer same to the Buyer (which shall be countersigned by Buyer, if required), together with deemed to satisfy in full Purchaser’s obligation to pay the fee (if any) required Purchase Price to be paid to the issuing bank for such transfer, which fee shall be paid by the Tenant pursuant to the terms of the Lease. (j) The letter notifying the Tenant of the sale of the Property to Buyer and stating the new address for notices under the Lease in the form set forth on Schedule D hereto. (k) Broker’s acknowledgment of the full payment of the commission for the subject sale. (l) A title closing statement in standard form accurately reflecting all financial aspects of the sale transaction. (m) The roof warranty and the documentation confirming that the roof warranty has been assigned to the Buyer in accordance with its terms. (n) The original Lease. In addition, prior to Closing Seller shall make its entire leasing file respecting the Property available for inspection by Buyer at Seller’s office, including all invoices and copies of all correspondence with the Tenant in the Seller’s possession and shall provide copies of any portions of the file requested by Buyer. (o) An assignment, without recourse and without representation transferring to the extent transferrable the Seller’s rights to the governmental approvals and permits, rights, warranties and guaranties referred to in clauses (f) and (g) of Section 2 of this Agreement in the form annexed hereto as Schedule “I.” (p) The originals (if available) or copies of the items of personal property described in Section 2 of this Agreement. (q) Either a Response Action Outcome or a Remediation Certification issued pursuant to ISRA by a Licensed Site Remediation Professional (as such capitalized terms are hereinafter defined) with respect to the conveyance by the Seller to the Buyer of title to the Property, as provided in Section 29(h). If a Remediation Certification is provided, then it shall be accompanied by evidence of the establishment of the associated remedial funding source or financial assurance as provided in Section 29(h). (r) Such other documents specifically provided for herein, or as may be necessary or reasonably required by Buyer and Buyer’s Title Insurance Company in order to consummate the transactions contemplated hereby, provided and on condition that such documents do not increase Seller’s obligations or liabilities beyond those expressly assumed under this Agreement.

Closing Deliveries of the Parties. 9.1 At Closing the Seller shall deliver or prior to the Buyer the followingClosing: (a) The deed required Hi Solutions shall deliver, or cause to be delivered to the Seller each of the following (each in form and substance reasonably satisfactory to Seller): (i) evidence of Hi Solutions’ instructions to its transfer agent instructing the transfer agent to make a book-entry record in accordance with the instructions provided by the transfer agent, including appropriate restrictive and other legends and evidencing the issuance to the Seller of the applicable number of Hi Closing Shares, registered in the name of Seller; (ii) a certificate dated as of the Closing Date, duly executed by an authorized officer of Hi Solutions, given by him on behalf of Hi Solutions, certifying as to (A) an attached copy of each of Hi Solutions certificate of incorporation and bylaws and stating that neither have been amended, modified, revoked or rescinded, and (B) an attached copy of the resolutions of the board of directors of Hi Solutions authorizing and approving the execution, delivery and performance of this Agreement describing and the Property according other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and stating that such resolutions have not been amended, modified, revoked or rescinded; (iii) a certificate of good standing, dated not more than ten days prior to an accurate metes and bounds description prepared the Closing Date, with respect to Hi Solutions, issued by the Buyer’s surveyorSecretary of State of the State of Nevada; (iv) a certificate of good standing, subject dated not more than ten days prior to the approval of Seller’s attorney, which approval shall not be unreasonably withheld nor unduly delayed. The deed shall be the usual Bargain and Sale DeedClosing Date, with Covenants Against Grantor’s Actsrespect to Merger Sub, in proper statutory short form for recording and shall be issued by the Secretary of State of the State of Florida; (v) the Employment Agreement, duly executed by Hi Solutions;and (vi) such other documents or instruments as Seller reasonably requests and acknowledged so are reasonably necessary to consummate the Merger. (b) The Seller shall deliver, or cause to be delivered, to Hi Solutions each of the following (each in a form and substance satisfactory to Hi Solutions): (i) an assignment of the Interests, duly executed by Seller; (ii) evidence of the termination of each of those Related Party Arrangements and other Contracts and transactions set forth on Section 2.10(b)(ii) of the Seller Disclosure Schedule; (iii) a certificate dated as of the Closing Date, duly executed by an authorized officer of the Company, given by him on behalf of the Company, certifying as to convey (A) an attached copy of each of the Organizational Documents of the Company and stating that none of such Organizational Documents have been amended, modified, revoked or rescinded, and (B) an attached copy of the resolutions of Seller as the sole stockholder of the Company authorizing and approving the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and stating that such resolutions have not been amended, modified, revoked or rescinded; (iv) a certificate of good standing, dated not more than ten days prior to the Buyer the fee simple title Closing Date, with respect to the Property required herebyCompany, free issued by the Secretary of all liens, rights, claims and encumbrances, except as otherwise provided in this Agreement. The deed shall be accompanied by such forms State of the State of Florida; (including v) an affidavit from Seller, duly completed and executed in a form consistent with Treasury Regulation Section 1.1445-2(b), certifying that Seller is not a “foreign person” within the meaning of consideration and seller’s residency certification/exemptionSection 1445 of the Code; (vi) as are required the consents listed on Section 2.5(b)(vi) of the Seller Disclosure Schedule; (vii) payoff letters with respect to all Indebtedness identified in the Closing Statement to be filed with paid off (the deed in order for “Payoff Letters”) and all instruments and documents necessary to release any and all Liens securing Indebtedness, including any necessary UCC termination statements or other releases; (viii) the deed to be recordedEmployment Agreement, all duly executed by the Seller.; and (bix) An Affidavit of Title in standard form and with such content as shall be approved by Buyer’s counsel and Buyer’s Title Insurance Company, which approval shall not be unreasonably withheld or unduly delayed. (c) A certificate as to the continued accuracy of the representations, warranties and covenants provided in this Agreement as of the date of Closing executed by Seller’s Manager or a duly authorized signatory. (d) A duly adopted Resolution or Consent in Lieu of Meeting of the Members of Seller authorizing the entry into the within Agreement and the execution and delivery of all documents necessary to effectuate the transactions contemplated hereby by the Manager of the Seller. (e) A Non-Foreign Person Certification in conformity with Section 1445 of the Internal Revenue Code of 1986, as amended. (f) Copies of real estate tax bills for the current year in the possession of Seller. (g) A duly executed and acknowledged estoppel certificate from Tenant in the form set forth on Schedule B, executed and dated not more than thirty (30) calendar days prior to the date of Closing. (h) A duly executed and acknowledged instrument in the form of Schedule C annexed hereto providing for, inter alia, the assignment by Seller of the landlord’s interest in the Lease and the assumption by Buyer of the landlord’s obligations under the Lease which remain in effect from and after the Closing. (i) The original Letter of Credit with transfer documentation in the issuing bank’s standard form of such transfer documentation, duly executed by Seller and Tenant, if required, and acknowledged, sufficient to transfer same to the Buyer (which shall be countersigned by Buyer, if required), together with the fee (if any) required to be paid to the issuing bank for such transfer, which fee shall be paid by the Tenant pursuant to the terms of the Lease. (j) The letter notifying the Tenant of the sale of the Property to Buyer and stating the new address for notices under the Lease in the form set forth on Schedule D hereto. (k) Broker’s acknowledgment of the full payment of the commission for the subject sale. (l) A title closing statement in standard form accurately reflecting all financial aspects of the sale transaction. (m) The roof warranty and the documentation confirming that the roof warranty has been assigned to the Buyer in accordance with its terms. (n) The original Lease. In addition, prior to Closing Seller shall make its entire leasing file respecting the Property available for inspection by Buyer at Seller’s office, including all invoices and copies of all correspondence with the Tenant in the Seller’s possession and shall provide copies of any portions of the file requested by Buyer. (o) An assignment, without recourse and without representation transferring to the extent transferrable the Seller’s rights to the governmental approvals and permits, rights, warranties and guaranties referred to in clauses (f) and (g) of Section 2 of this Agreement in the form annexed hereto as Schedule “I.” (p) The originals (if available) or copies of the items of personal property described in Section 2 of this Agreement. (q) Either a Response Action Outcome or a Remediation Certification issued pursuant to ISRA by a Licensed Site Remediation Professional (as such capitalized terms are hereinafter defined) with respect to the conveyance by the Seller to the Buyer of title to the Property, as provided in Section 29(h). If a Remediation Certification is provided, then it shall be accompanied by evidence of the establishment of the associated remedial funding source or financial assurance as provided in Section 29(h). (r) Such other documents specifically provided for herein, or instruments as may be Hi Solutions reasonably requests and are reasonably necessary or reasonably required by Buyer and Buyer’s Title Insurance Company in order to consummate the transactions contemplated hereby, provided and on condition that such documents do not increase Seller’s obligations or liabilities beyond those expressly assumed under this AgreementMerger.

Closing Deliveries of the Parties. 9.1 At Closing or prior to the Seller Closing: (a) Purchaser shall deliver to the Buyer Company each of the following: (ai) The deed required by this Agreement describing the Property according to an accurate metes and bounds description prepared by the Buyer’s surveyorPaying Agent Agreement, subject to the approval of Seller’s attorney, which approval shall not be unreasonably withheld nor unduly delayed. The deed shall be the usual Bargain and Sale Deed, with Covenants Against Grantor’s Acts, in proper statutory short form for recording and shall be duly executed and acknowledged so as to convey to the Buyer the fee simple title to the Property required hereby, free of all liens, rights, claims and encumbrances, except as otherwise provided in this Agreement. The deed shall be accompanied by such forms (including an affidavit of consideration and seller’s residency certification/exemption) as are required to be filed with the deed in order for the deed to be recorded, all duly executed by ▇▇▇▇▇▇▇▇▇; and (ii) a copy of the Sellerfinal R&W Insurance Policy. (b) An Affidavit the Company and/or the Sellers shall deliver to Purchaser each of Title in standard form and with such content as shall be approved the following: (i) a certificate duly executed by Buyer’s counsel and Buyer’s Title Insurance an authorized officer of the Company, which approval shall not be unreasonably withheld or unduly delayed. (c) A certificate as to the continued accuracy of the representations, warranties and covenants provided in this Agreement dated as of the date of Closing executed by SellerDate, certifying: (i) the Company’s Manager or a duly authorized signatory. Organizational Documents, (dii) A duly adopted Resolution or Consent in Lieu of Meeting the name, title, incumbency and signatures of the Members of Seller authorizing the entry into the within officers authorized to execute this Agreement and the execution other Transaction Documents to which the Company is a party, and delivery (iii) the resolutions or written consent of the board of directors and shareholders of the Company approving this Agreement, the other Transaction Documents and the Transaction; (ii) share transfer deeds for all of the Company Shares in the form attached hereto as Exhibit E, duly executed by each Seller in favor of Purchaser, each accompanied by share certificates evidencing the respective Company Shares or an affidavit of loss or that no share certificate(s) were issued, in customary form; (iii) the register of shareholders of the Company evidencing the transfer to and ownership of all of the Company Shares by ▇▇▇▇▇▇▇▇▇, certified and duly executed by an authorized officer of the Company; (iv) (A) payoff letters or similar documents (the “Payoff Letters”) specifying the aggregate amounts of the Company’ obligations that will be outstanding as of the Closing under the Indebtedness set forth on the Indebtedness Schedule (including principal, interest, fees, expenses and other amounts payable thereunder) and (B) all instruments and documents necessary to effectuate release any and all Liens (other than Permitted Liens) securing the transactions contemplated hereby Indebtedness of the Company; (v) the Paying Agent Agreement, duly executed by the Manager Sellers’ Representative and the Paying Agent; (vi) the Optionee Joinder Agreement, duly executed by each Optionholder; (vii) a good standing certificate (or its equivalent) for the Company, dated not more than ten (10) days prior to the Closing Date, from the Israeli Registrar of Companies and Partnerships; (viii) resignations effective as of the Seller.Closing Date of the directors and officers of the Company as Purchaser may request; (eix) A Non-Foreign Person Certification evidence reasonably satisfactory to Purchaser that the D&O Tail Policy has been fully paid and is in conformity with Section 1445 effect; (x) evidence reasonably satisfactory to Purchaser of the Internal Revenue Code termination of 1986, as amended. (f) Copies of real estate tax bills for the current year in the possession of Seller. (g) A duly executed and acknowledged estoppel certificate from Tenant in the form Contracts set forth on Schedule B, executed and dated not more than thirty (302.5(b)(xiii) calendar days at or prior to the date of Closing.; (hxi) A duly executed and acknowledged instrument in the form of Schedule C annexed hereto providing for, inter alia, the assignment by Seller evidence reasonably satisfactory to Purchaser of the landlord’s interest in the Lease and the assumption by Buyer termination of the landlord’s obligations under the Lease which remain in effect from and after the Closing. (i) The original Letter of Credit with transfer documentation in the issuing bank’s standard form of such transfer documentation, duly executed by Seller and Tenant, if required, and acknowledged, sufficient to transfer same to the Buyer (which shall be countersigned by Buyer, if required), together with the fee (if any) required to be paid to the issuing bank for such transfer, which fee shall be paid by the Tenant pursuant to the terms of the Lease. (j) The letter notifying the Tenant of the sale of the Property to Buyer and stating the new address for notices under the Lease in the form Company Plans set forth on Schedule D hereto.2.5(b)(xiv) at or prior to the Closing; and (kxii) Broker’s acknowledgment of the full payment of the commission for the subject sale.any required consents; and (lxiii) A title closing statement such other certificates and instruments as Purchaser shall reasonably request in standard form accurately reflecting all financial aspects of the sale transaction. (m) The roof warranty and the documentation confirming that the roof warranty has been assigned to the Buyer in accordance with its terms. (n) The original Lease. In addition, prior to Closing Seller shall make its entire leasing file respecting the Property available for inspection by Buyer at Seller’s office, including all invoices and copies of all correspondence connection with the Tenant in the Seller’s possession and shall provide copies of any portions of the file requested by BuyerClosing. (o) An assignment, without recourse and without representation transferring to the extent transferrable the Seller’s rights to the governmental approvals and permits, rights, warranties and guaranties referred to in clauses (f) and (g) of Section 2 of this Agreement in the form annexed hereto as Schedule “I.” (p) The originals (if available) or copies of the items of personal property described in Section 2 of this Agreement. (q) Either a Response Action Outcome or a Remediation Certification issued pursuant to ISRA by a Licensed Site Remediation Professional (as such capitalized terms are hereinafter defined) with respect to the conveyance by the Seller to the Buyer of title to the Property, as provided in Section 29(h). If a Remediation Certification is provided, then it shall be accompanied by evidence of the establishment of the associated remedial funding source or financial assurance as provided in Section 29(h). (r) Such other documents specifically provided for herein, or as may be necessary or reasonably required by Buyer and Buyer’s Title Insurance Company in order to consummate the transactions contemplated hereby, provided and on condition that such documents do not increase Seller’s obligations or liabilities beyond those expressly assumed under this Agreement.