Common use of Closing Transactions Clause in Contracts

Closing Transactions. (a) Seller shall execute and deliver, or cause to be delivered, to Purchaser at Closing: (i) an assignment of Seller’s Interest, free and clear of all Encumbrances, in form satisfactory to Purchaser; (ii) evidence satisfactory to Purchaser that Seller has obtained the consents set forth in Section 1.4(a)(ii) of the Seller Disclosure Schedules and that such consents do not alter in any material respect the terms of the Company’s obligations under the related Permits or Contracts under which such consent is sought; (iii) resignations of Seller’s representatives on the Management Committee of the Company or serving as officers of the Company, to be effective upon the Closing; (iv) an officer’s certificate or other evidence reasonably satisfactory to Seller that all waiting periods under the HSR Act have expired; (v) such other agreements, instruments or documents as may be reasonably necessary to carry out the Contemplated Transactions and to comply with the terms hereof; and (vi) each of the other certificates and other documents contemplated to be delivered by Seller to Purchaser under Article VII. (b) Purchaser shall execute and deliver, or cause to be delivered, to Seller at Closing: (i) by wire transfer of immediately available funds to an account designated by Seller in writing to Purchaser at least two (2) Business Days prior to the Closing, the Closing Purchase Price; (ii) such other agreements, instruments or documents as may be reasonably necessary to carry out the Contemplated Transactions and to comply with the terms hereof; and (iii) each of the other certificates and other documents contemplated to be delivered by Purchaser to Seller under Article VII.

Closing Transactions. (a) Seller Subject to the terms and conditions set forth in this Agreement, the parties hereto shall execute and deliver, or cause to be delivered, to Purchaser consummate the following transactions at the Closing: (ia) the Company shall allot and issue the Purchased Shares to Buyer at an assignment of Seller’s Interest, free and clear of all Encumbrances, in form satisfactory to Purchaser; (ii) evidence satisfactory to Purchaser that Seller has obtained the consents set forth in Section 1.4(a)(ii) issue price of the Seller Disclosure Schedules and that such consents do not alter in any material respect the terms of the Company’s obligations under the related Permits or Contracts under which such consent is soughtFinal Per Share Price; (iii) resignations of Seller’s representatives on the Management Committee of the Company or serving as officers of the Company, to be effective upon the Closing; (iv) an officer’s certificate or other evidence reasonably satisfactory to Seller that all waiting periods under the HSR Act have expired; (v) such other agreements, instruments or documents as may be reasonably necessary to carry out the Contemplated Transactions and to comply with the terms hereof; and (vi) each of the other certificates and other documents contemplated to be delivered by Seller to Purchaser under Article VII. (b) Purchaser the Buyer shall execute and deliverdeliver to the Company the Purchase Price, or cause to be delivered, to Seller at Closing: (i) by wire transfer of immediately available funds to an account the account(s) designated by Seller in writing by the Company to Purchaser at least two (2) Business Days the Buyer prior to the Closing, the Closing Purchase Price; (iic) such other agreementsthe Existing Indebtedness shall be repaid, instruments redeemed or documents discharged, as may applicable, in full and all commitments thereunder shall be reasonably necessary to carry out the Contemplated Transactions and to comply terminated substantially concurrently with the terms hereofClosing and receipt of payment from the Buyer pursuant to Section 2.3(a), and the Company shall deliver to the Buyer (x) a pay-off letter and lien release documentation in respect of the Existing Credit Agreement, (y) evidence that the Company has redeemed or repurchased in full all indebtedness owing in respect of the Existing Note Purchase Agreement substantially concurrently with the Page 10 Closing and (z) evidence that the Company has (1) satisfied and discharged the Existing Indenture substantially concurrently with the Closing and (2) delivered at Closing an irrevocable notice of redemption of the notes issued under the Existing Indenture, in each case in form and substance reasonably satisfactory to the Buyer (it being understood that in no event shall the Company be required to deliver any notices to repay, redeem, repurchase or discharge any Existing Indebtedness which notice is not revocable or conditional on the occurrence of the Closing); (d) the Company will register the Purchased Shares, on issue after due payment therefor, in its register of members in the name of the Buyer; and (iiie) each of the Buyer and the Company shall make such other certificates and other documents deliveries as are contemplated to be delivered by Purchaser to Seller under Article VII7.

Closing Transactions. Subject to the conditions set forth in this Agreement, the Parties shall consummate the following transactions (athe "Closing Transactions") on the Closing Date: (i) each Seller shall execute deliver to the Purchaser certificates representing the Acquired Stock owned by such Seller, duly endorsed for transfer or accompanied by duly executed stock powers with all requisite state and deliverfederal transfer stamps affixed thereto, and with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange; (ii) the Purchaser shall repay, or cause to be deliveredrepaid, to Purchaser at Closing: (i) an assignment of Seller’s Interest, free and clear of all Encumbrances, in form satisfactory to Purchaser; (ii) evidence satisfactory to Purchaser that Seller has obtained the consents set forth in Section 1.4(a)(ii) on behalf of the Seller Disclosure Schedules Company and that such consents do not alter in any material respect its Subsidiaries, all amounts necessary to discharge fully the terms then outstanding balance of the Company’s obligations under the related Permits or Contracts under which such consent is sought; 's and its Subsidiary's Indebtedness (iii) resignations of Seller’s representatives on the Management Committee of the Company or serving as officers of the Companyincluding, to be effective upon the Closing; (iv) an officer’s certificate or other evidence reasonably satisfactory to Seller that all waiting periods under the HSR Act have expired; (v) such other agreementswithout limitation, instruments or documents as may be reasonably necessary to carry out the Contemplated Transactions prepayment penalties and to comply with the terms hereof; and (vi) each of the other certificates and other documents contemplated to be delivered by Seller to Purchaser under Article VII. (b) Purchaser shall execute and deliver, or cause to be delivered, to Seller at Closing: (ipremiums) by wire transfer of immediately available funds to an account designated as directed by Seller in writing to Purchaser the holders of such Indebtedness at least two (2) Business Days or prior to the Closing, and the Closing Purchase PriceRepresentative shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the Closing; (iiiii) such other agreements, instruments or documents as may be reasonably necessary the Purchaser shall deliver to carry out Sellers the Contemplated Transactions and Cash Portion in the manner set forth on the Schedule of Stockholders in immediately available funds; (iv) the Purchaser shall deposit $8,000,000 in an escrow account governed by the escrow agreement referred to comply with in section 3.1(h), (v) the terms hereofPurchaser shall deliver the Note to the Representative; and (iiivi) each of the other Company, the Sellers and the Purchaser, as applicable, shall deliver the opinions, certificates and other documents contemplated and instruments required to be delivered by Purchaser to Seller or on behalf of such Party under Article VIIIII.

Closing Transactions. (a) Seller On the terms contained in this Agreement, the Parties shall execute and deliver, or cause to be delivered, to Purchaser at Closingconsummate the following “Closing Transactions” on the Closing Date: (i) an assignment Seller shall convey all of Seller’s Interestthe Purchased Assets to Purchaser and Seller shall deliver to Purchaser the duly executed ▇▇▇▇ of Sale and such other appropriately executed instruments of sale, transfer, assignment, conveyance and delivery, assignments, Lien releases and all other instruments of conveyance which are reasonably necessary or desirable to effect transfer to Purchaser of good and marketable title to the Purchased Assets (free and clear of all EncumbrancesLiens (other than Permitted Liens)), it being understood that all of the foregoing shall be reasonably satisfactory in form satisfactory and substance to Purchaser, Seller and each of their respective legal counsel; (ii) evidence satisfactory to Purchaser that shall assume from Seller has obtained the consents set forth in Section 1.4(a)(ii) all of the Assumed Liabilities pursuant to the Assumption Agreement and Purchaser shall deliver to Seller Disclosure Schedules the duly executed Assumption Agreement and that such consents do not alter in any material respect the terms other appropriately executed instruments which are reasonably necessary or desirable to effect Purchasers assumption from Seller of the Company’s obligations under the related Permits or Contracts under which such consent is soughtAssumed Liabilities; (iii) resignations of Seller’s representatives on the Management Committee of the Company or serving as officers of the Company, to be effective upon the Closing; (iv) an officer’s certificate or other evidence reasonably satisfactory Purchaser shall deliver to Seller that all waiting periods under the HSR Act have expired; (v) such other agreements, instruments or documents as may be reasonably necessary to carry out the Contemplated Transactions and to comply with the terms hereof; and (vi) each of the other certificates and other documents contemplated to be delivered by Seller to Purchaser under Article VII. (b) Purchaser shall execute and deliver, or cause to be delivered, to Seller at Closing: and/or its designees (i) by wire transfer of immediately available funds to an account or accounts designated by Seller in writing to Purchaser at least two (2) Business Days prior to the Closing, the Closing Purchase Price; Cash Consideration and (ii) such other agreementsthe Closing Share Consideration and the Holdback Shares, instruments or documents which shall be simultaneously delivered to the Holdback Share Agent, in each case as may be reasonably necessary to carry out presented in the Contemplated Transactions and to comply with the terms hereofPayment Schedule; and (iiiiv) each of Seller and Purchaser shall deliver the other certificates certificates, documents and other documents contemplated instruments required to be delivered by Purchaser to Seller or on behalf of such Person under Article VIIIII hereof.

Closing Transactions. On the Closing Date: (a) Seller the Company and Merger Sub shall execute cause the Certificate of Merger to be executed, acknowledged and deliverfiled with the Secretary of State of the State of Delaware; (b) the Representative shall, or shall cause the Paying Agent to, deliver to be delivered, Buyer copies of all of the Letters of Transmittal delivered to Purchaser at the Paying Agent by the Designated Unitholders prior to the Closing; (c) Buyer shall deliver: (i) an assignment of Seller’s Interest, free and clear of all Encumbrances, in form satisfactory to Purchaser;Arsenal Blocker Seller the amount payable pursuant to Section 1.02(a);and (ii) evidence satisfactory to Purchaser that Seller has obtained the consents set forth in Section 1.4(a)(ii) Paying Agent, for the benefit of the Seller Disclosure Schedules and that such consents do not alter in any material respect Designated Unitholders, the terms portion of the Company’s obligations under Estimated Closing Cash Payment payable to such Designated Unitholders pursuant to Sections 2.07(a)(i) and 2.07(b)(i), as applicable. (d) Buyer shall deliver the related Permits or Contracts under which such consent is soughtIndemnification Escrow Amount and the Adjustment Escrow Amount to the Escrow Agent pursuant to Sections 2.10 and 2.11; (iiie) resignations of Seller’s representatives Buyer shall pay, on the Management Committee behalf of the Company or serving as officers and its Subsidiaries, the outstanding balance of any Funded Debt listed on Schedule 3.02(e), pursuant to payoff letters from the holders of all such Funded Debt (the "Payoff Letters"); (f) Buyer shall pay on behalf of the CompanyCompany all Transaction Expenses that remain unpaid as of the Effective Time, in the amounts and to be effective upon the Persons identified by the Representative prior to Closing; (ivg) an officer’s certificate or other evidence reasonably satisfactory Buyer shall deliver the Representative Holdback to Seller that all waiting periods under the HSR Act have expired; (v) such other agreements, instruments or documents as may be reasonably necessary to carry out the Contemplated Transactions and to comply with the terms hereofRepresentative; and (vih) each Buyer, Merger Sub, the Company and the Representative (on behalf of the Unitholders) shall make such other certificates and other documents contemplated deliveries as are required by Section 3.03. Unless otherwise specified, all payments pursuant to this Section 3.02 shall be delivered by Seller to Purchaser under Article VII. (b) Purchaser shall execute and deliver, or cause to be delivered, to Seller at Closing: (i) by wire transfer of immediately available funds U.S. dollars to an account designated or accounts specified by Seller in writing to Purchaser at least two (2) Business Days prior to the Closing, recipient or the Closing Purchase Price; (ii) such other agreements, instruments or documents as may be reasonably necessary to carry out the Contemplated Transactions and to comply with the terms hereof; and (iii) each of the other certificates and other documents contemplated to be delivered by Purchaser to Seller under Article VIIRepresentative.

Closing Transactions. (a) Seller shall execute and deliver, or cause to be delivered, to Purchaser at At the Closing: (i) an assignment the Company shall convey all of Seller’s Interestthe Purchased Assets to the Purchaser and shall deliver to the Purchaser such appropriately executed instruments of sale, transfer, assignment, conveyance and delivery, assignments, vehicle titles, transfer tax declarations and all other instruments of conveyance which are necessary or desirable to effect transfer to the Purchaser of good and marketable title to the Purchased Assets (free and clear of all Encumbrancesliens, charges, security interests, encumbrances and restrictions of whatever nature other than Permitted Liens), including documents acceptable for recordation in form satisfactory to Purchaserthe United States Patent and Trademark Office, the United States Copyright Office and any other similar domestic or foreign office, department or agency; (ii) evidence satisfactory the Purchaser shall deliver to the Company an amount of cash (in immediately available funds) equal to (x) the Estimated Cash Portion minus (y) the Repaid Closing Date Excluded Indebtedness Amount, and the Purchaser that Seller has obtained shall assume the consents set forth in Section 1.4(a)(ii) Assumed Liabilities by delivery of the Seller Disclosure Schedules and that such consents do not alter in any material respect the terms of appropriate instruments to the Company’s obligations under the related Permits or Contracts under which such consent is sought; (iii) resignations of Seller’s representatives on the Management Committee of the Company or serving as officers of the Company, to be effective upon the Closing; (iv) an officer’s certificate or other evidence reasonably satisfactory to Seller that all waiting periods under the HSR Act have expired; (v) such other agreements, instruments or documents as may be reasonably necessary to carry out the Contemplated Transactions and to comply with the terms hereof; and (vi) each of the other certificates and other documents contemplated to be delivered by Seller to Purchaser under Article VII. (b) Purchaser shall execute and deliver, or cause deliver to be delivered, to Seller at Closing: (i) the Escrow Agent the Escrow Amount in cash by wire transfer of immediately available funds to an the account designated by Seller in writing to Purchaser at least two (2) Business Days prior to the Closing, the Closing Purchase PriceEscrow Agent; (iiiv) the Purchaser shall, on behalf of the Company, deliver to each Person to whom the Company is obligated under the Repaid Closing Date Excluded Indebtedness an amount of cash (in immediately available funds) equal to the portion of the Repaid Closing Date Excluded Indebtedness Amount owed by the Company to such other agreements, instruments or documents as may be reasonably necessary to carry out the Contemplated Transactions and to comply with the terms hereofPerson; and (iiiv) each of Party shall deliver the other opinions, certificates and other documents contemplated and instruments required to be delivered by Purchaser to Seller or on behalf of such Party under Article VIIIII.

Closing Transactions. Subject to the conditions set forth in this Agreement, the Parties shall consummate the following transactions (athe "Closing Transactions") Seller shall execute and deliver, or cause to be delivered, to Purchaser at the Closing: (i) an assignment of Seller’s Interest, free and clear of all Encumbrancesthe Purchaser (A) shall pay, in form satisfactory to Purchaser; (ii) evidence satisfactory to Purchaser that Seller has obtained the consents set forth in Section 1.4(a)(ii) of the Seller Disclosure Schedules and that such consents do not alter in any material respect the terms of the Company’s obligations under the related Permits or Contracts under which such consent is sought; (iii) resignations of Seller’s representatives on the Management Committee of the Company or serving as officers of the Company, to be effective upon the Closing; (iv) an officer’s certificate or other evidence reasonably satisfactory to Seller that all waiting periods under the HSR Act have expired; (v) such other agreements, instruments or documents as may be reasonably necessary to carry out the Contemplated Transactions and to comply accordance with the terms hereof; and Purchase Price Allocation Schedule, an aggregate amount in cash equal to (vix) each of the other certificates and other documents contemplated to be delivered by Seller to Purchaser under Article VII. Purchase Price minus (by) Purchaser shall execute and deliver$5,000,000, or cause to be delivered, to Seller at Closing: (i) by wire transfer of immediately available funds to an account or accounts designated by Seller the Sellers, and (B) shall deposit an aggregate amount in writing cash equal to Purchaser at least two $5,000,000 into an escrow account (2the "Escrow Account") Business Days prior governed by an Escrow Agreement in form and substance reasonably satisfactory to the Closing, Parties (the Closing Purchase Price"Escrow Agreement"); it being understood and agreed that the Escrow Account shall have a term of one (1) year and shall be available to satisfy any amounts owing to the Purchaser pursuant to Section 2.2 and/or Section 8.2 hereof; (ii) such the Sellers shall convey to the Purchaser good and marketable title to all of the Acquired Assets, free and clear of all Liens (other agreementsthan Permitted Encumbrances and Liens to be removed by the Sellers pursuant to clause (iv) below), and deliver to the Purchaser bills of sale, assignment of leases and contracts and all other instruments of conveyance which are necessary or documents as may be desirable to effect transfer of the Acquired Assets, in form and substance reasonably necessary satisfactory to carry out the Contemplated Transactions and to comply with the terms hereof; andPurchaser; (iii) each the Purchaser shall deliver to the Sellers such instruments of assumption as are required in order for the other certificates and other documents contemplated to be delivered by Purchaser to Seller under Article VII.assume the Assumed Liabilities;

Closing Transactions. Subject to the conditions set forth -------------------- in this Agreement, the Parties shall consummate the following transactions (athe "Closing Transactions") Seller shall execute and deliver, or cause to be delivered, to Purchaser at Closing:on the Closing Date: -------------------- (i) an assignment the Stockholders shall cause the Seller to, and the Seller shall convey to the Purchaser good and marketable title to all of Seller’s Interestthe Acquired Assets, free and clear of all EncumbrancesLiens, and deliver to the Purchaser warranty deeds, bills of sale, assignment of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the Acquired Assets, in form and substance satisfactory to the Purchaser; (ii) evidence satisfactory the Purchaser shall deliver to Purchaser that Seller has obtained the consents set forth in Section 1.4(a)(ii) of the Seller Disclosure Schedules and that such consents do not alter instruments of assumption as are required in any material respect order for the terms of Purchaser to assume the Company’s obligations under the related Permits or Contracts under which such consent is soughtAssumed Liabilities; (iii) resignations of Seller’s representatives on the Management Committee of the Company or serving as officers of the Company, to be effective upon the Closing; (iv) an officer’s certificate or other evidence reasonably satisfactory to Seller that all waiting periods under the HSR Act have expired; (v) such other agreements, instruments or documents as may be reasonably necessary to carry out the Contemplated Transactions and to comply with the terms hereof; and (vi) each of the other certificates and other documents contemplated to be delivered by Seller to Purchaser under Article VII. (b) Purchaser shall execute and deliverrepay, or cause to be deliveredrepaid, all amounts necessary to Seller at Closing: discharge fully the then outstanding balance of the Seller's Indebtedness (iincluding, without limitation, prepayment penalties and premiums) by wire transfer of immediately available funds to an account designated as directed by Seller in writing to Purchaser the holders of such Indebtedness at least two (2) Business Days or prior to the Closing, and the Closing Purchase PriceSeller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver all related lien releases and canceled notes at the Closing; (iiiv) such other agreements, instruments or documents as may be reasonably necessary The Purchaser shall deliver to carry out the Contemplated Transactions and to comply with Seller the terms hereofPurchase Price by wire transfer of immediately available funds; and (iiiv) each of the other Seller and the Purchaser, as applicable, shall deliver the opinions, certificates and other documents contemplated and instruments required to be delivered by Purchaser to Seller or on behalf of such Party under Article VIIIII.

Closing Transactions. (a) Seller The consummation of the transactions contemplated by this Agreement (the “Closing”) shall execute and deliver, or cause to be delivered, to Purchaser at take place on the date hereof (the “Closing Date”). (b) At the Closing: (i) (x) R. ▇▇▇▇▇▇▇ shall contribute to SPI a number of Shares having an assignment aggregate value equal to $3,000,000.00 (which represents the value, as of Seller’s Interestthe Closing, free of the SPI Rollover Units delivered to R. ▇▇▇▇▇▇▇ pursuant to this Agreement) in exchange for 8,928.57 SPI Rollover Units in a transaction intended to qualify as an exchange of property for interests in a partnership under Section 721(a) of the Code and clear (y) P. ▇▇▇▇▇▇▇ shall contribute to SPI a number of all EncumbrancesShares having an aggregate value equal to $3,000,000.00 (which represents the value, as of the Closing, of the SPI Rollover Units delivered to P. ▇▇▇▇▇▇▇ pursuant to this Agreement) in form satisfactory exchange for 8,928.57 SPI Rollover Units in a transaction intended to Purchaserqualify as an exchange of property for interests in a partnership under Section 721(a) of the Code; (ii) evidence satisfactory to Purchaser that Seller has obtained the consents set forth in Section 1.4(a)(ii) of the Seller Disclosure Schedules and that such consents do not alter in any material respect the terms of the Company’s obligations under the related Permits or Contracts under which such consent is sought; (iii) resignations of Seller’s representatives on the Management Committee of the Company or serving as officers of the Company, to be effective upon the Closing; (iv) an officer’s certificate or other evidence reasonably satisfactory to Seller that all waiting periods under the HSR Act have expired; (v) such other agreements, instruments or documents as may be reasonably necessary to carry out the Contemplated Transactions and to comply with the terms hereof; and (vi) each of the other certificates and other documents contemplated to be delivered by Seller to Purchaser under Article VII. (b) Purchaser Buyer shall execute and deliver, pay or cause to be deliveredpaid to each Seller an amount equal to the amount set forth opposite such Seller’s name under the heading “Closing Cash Proceeds” on the Schedule of Sellers attached hereto, to Seller at Closing: (i) in each case by wire transfer of immediately available funds to an account the accounts designated by Seller in writing by Sellers to Purchaser at least two Buyer; (2iii) Business Days Buyer shall deliver or cause to be delivered the Escrow Amount to the Escrow Agent for deposit into an escrow account established pursuant to the terms of the Escrow Agreement; (iv) Sellers shall deliver to Buyer the following: (A) the certificates representing the Shares, duly endorsed in blank or accompanied by duly executed stock powers, with appropriate transfer stamps (if any) affixed thereto; (B) all corporate books and records and other property of the Company or any of its Subsidiaries in Sellers’ possession; (C) evidence of termination of all agreements (if any) regarding voting, transfer or other arrangements related to the Shares; (D) evidence that the Company’s and Sellers’ investment bankers and other similar agents and representatives have been paid in full, and that none of the Company or any of its Subsidiaries has any liability to any such investment bankers, agents or representatives; (E) payoff letters and authorizations to file appropriate termination statements under the Uniform Commercial Code with respect to any Indebtedness of the Company and any of its Subsidiaries for borrowed money outstanding as of the Closing (including amounts, if any, owing to Sellers and their Affiliates); (F) evidence of termination of all agreements (other than the Realty Leases and that certain Stock Purchase and Redemption Agreement, dated as of August 31, 2004, among the Company and the Sellers) between the Company or any of its Subsidiaries on the one hand and any Seller or any Affiliate of a Seller on the other hand, including evidence of termination of that certain Shareholder Control and Buy-Sell Agreement, dated as of August 31, 2004, among Spell, the P▇▇▇▇▇▇ Sellers, and the Company, in each case with no further obligation or liability of the Company; (G) the Escrow Agreement, duly executed by the Representative and the Escrow Agent; (H) a fully executed copy of an amendment to the Leases set forth on Schedule 3.11(c), paragraph 1 and 2 in the form attached hereto as Exhibit C; (I) an estoppel certificate with respect to each of the Realty Leases, dated no more than thirty (30) days prior to the ClosingClosing Date, duly executed by the Closing Purchase Pricelandlord party to each Lease; (iiJ) a landlord waiver with respect to each of the Realty Leases, dated no more than thirty (30) days prior to the Closing Date, duly executed by the landlord party to each Lease; (K) a non-disturbance agreement with respect to each of the Realty Leases duly executed by each lender encumbering any real property underlying the Leased Real Property for such other agreements, instruments or documents as may be reasonably necessary to carry out the Contemplated Transactions Lease; (L) copies of all third-party consents and to comply approvals required in connection with the transactions contemplated hereby pursuant to the terms hereofof any material agreement, contract or instrument to which any Company or any of its Subsidiaries is a party; (M) good standing certificates for the Company and each of its Subsidiaries from their respective jurisdictions of incorporation or formation and each jurisdiction in which they are qualified to do business as a foreign corporation, in each case dated not more than ten days prior to the Closing Date; (N) resignations of each director and officer of the Company and its Subsidiaries, effective as of the Closing; and (iiiO) customary affidavits, signed under penalties of perjury, from each Seller stating that such Seller is not a foreign person within the meaning of Section 1445 of the other certificates and other documents contemplated Code. (v) R. ▇▇▇▇▇▇▇ shall deliver to Buyer a Senior Management Agreement, in the form attached hereto as Exhibit B1, duly executed by R. ▇▇▇▇▇▇▇ (the “R. ▇▇▇▇▇▇▇ Senior Management Agreement); (vi) P. ▇▇▇▇▇▇▇ shall deliver to Buyer a Senior Management Agreement, in the form attached hereto as Exhibit B2, duly executed by P. ▇▇▇▇▇▇▇ (the “P. ▇▇▇▇▇▇▇ Senior Management Agreement”); (vii) Buyer shall deliver or cause to be delivered to Representative the following: (A) the Escrow Agreement, duly executed by Purchaser Buyer and the Escrow Agent; (B) certified copies of the resolutions duly adopted by Buyer’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby to Seller which Buyer is a party and the consummation of the transactions contemplated hereby and thereby; (C) a good standing certificate with respect to Buyer from the Secretary of State of the State of Delaware dated not more than ten days prior to the Closing Date; and (D) Waiver under Article VIIIndiana Code Section 13-25-3-2. (viii) Buyer shall deliver or cause to be delivered to R. ▇▇▇▇▇▇▇ the R. ▇▇▇▇▇▇▇ Senior Management Agreement, duly executed by SPI; and (ix) Buyer shall deliver or cause to be delivered to P. ▇▇▇▇▇▇▇ the P. ▇▇▇▇▇▇▇ Senior Management Agreement, duly executed by SPI;

Closing Transactions. (a) Seller shall execute and deliver, or cause Subject to be delivered, to Purchaser at Closing: (i) an assignment of Seller’s Interest, free and clear of all Encumbrances, in form satisfactory to Purchaser; (ii) evidence satisfactory to Purchaser that Seller has obtained the consents conditions set forth in Section 1.4(a)(iithis Agreement, the Parties shall consummate the following transactions (the “Closing Transactions”) of on the Seller Disclosure Schedules Closing Date: Sellers shall deliver to Buyer the certificates representing the Shares, duly endorsed for transfer or accompanied by duly executed stock powers with all requisite federal, state and that such consents do not alter in any material respect local transfer stamps affixed thereto; Buyer shall deposit the Escrow Amount into escrow with the Escrow Agent pursuant to the terms of and conditions set forth in the Company’s obligations under Escrow Agreement attached hereto as Exhibit A (the related Permits or Contracts under which such consent is sought; (iii) resignations of Seller’s representatives on “Escrow Agreement”); Buyer shall deliver to Sellers, allocated between the Management Committee of the Company or serving as officers of the Company, to be effective upon the Closing; (iv) an officer’s certificate or other evidence reasonably satisfactory to Seller that all waiting periods under the HSR Act have expired; (v) such other agreements, instruments or documents as may be reasonably necessary to carry out the Contemplated Transactions and to comply Sellers in accordance with the terms hereof; and Schedule 1.3(b)(iii) attached hereto, the Estimated Cash Purchase Price (vias determined hereunder at the Closing and as reduced by the Escrow Amount) each of the other certificates and other documents contemplated payable to be delivered by Seller to Purchaser under Article VII. (b) Purchaser shall execute and deliver, or cause to be delivered, to Seller at Closing: (i) by wire transfer of Sellers in immediately available funds to an account designated by Seller Sellers to Buyer in writing to Purchaser at least two (2) Business Days days prior to the ClosingClosing Date; the Company, Sellers and Buyer, as applicable, shall deliver the Closing Purchase Price; (ii) such other agreementsrespective opinions, instruments or documents as may be reasonably necessary to carry out the Contemplated Transactions and to comply with the terms hereof; and (iii) each of the other certificates and other documents contemplated instruments required to be delivered by Purchaser to Seller or on behalf of them under Article VIIII hereof; and Sellers shall deliver to Buyer all corporate books and records and other property of the Company in Sellers’ possession.

Closing Transactions. (a) Seller Subject to the conditions set forth in this Agreement, the Parties shall execute and deliver, or cause to be delivered, to Purchaser at Closingconsummate the following transactions on the Closing Date: (i) an assignment of Seller’s InterestSeller shall deliver to Buyer the certificate(s) representing the Shares, free duly endorsed for transfer or accompanied by duly executed stock powers with all requisite federal, state and clear of all Encumbranceslocal transfer stamps affixed thereto, in form satisfactory to Purchaserif any; (ii) evidence satisfactory Buyer shall deposit $500,000 of the Closing Purchase Price (the "ESCROW AMOUNT") into escrow with Norwest Bank Minnesota, N.A. (the "ESCROW AGENT") pursuant to Purchaser that Seller has obtained the consents terms and provisions set forth in Section 1.4(a)(ii) the Escrow Agreement attached hereto as EXHIBIT A (the "ESCROW AGREEMENT"), the normal term of which agreement shall expire on the first anniversary of the Seller Disclosure Schedules and that such consents do not alter in any material respect the terms of the Company’s obligations under the related Permits or Contracts under which such consent is soughtdate hereof; (iii) resignations of Seller’s representatives on the Management Committee of the Company or serving as officers of the Company, to be effective upon the Closing; (iv) an officer’s certificate or other evidence reasonably satisfactory Buyer shall deliver to Seller that all waiting periods under an amount equal to the HSR Act have expired; (v) such other agreements, instruments or documents as may be reasonably necessary to carry out Closing Purchase Price LESS the Contemplated Transactions and to comply with the terms hereof; and (vi) each of the other certificates and other documents contemplated to be delivered by Seller to Purchaser under Article VII. (b) Purchaser shall execute and deliver, or cause to be delivered, to Seller at Closing: (i) by wire transfer of Escrow Amount in immediately available funds to an account designated by Seller to Buyer in writing to Purchaser at least two (2) Business Days days prior to the Closing, the Closing Purchase PriceDate; (iiiv) such The Company, Seller and Buyer, as applicable, shall deliver the respective opinions, certificates and other agreements, instruments required to be delivered by or documents as may be reasonably necessary to carry out the Contemplated Transactions and to comply with the terms on behalf of them under Article II hereof; and (iiiv) each Seller shall deliver to Buyer all corporate books and records and other property of the other certificates and other documents contemplated to be delivered by Purchaser to Seller under Article VIICompany in Seller's possession.