Common use of Deliveries at Closing Clause in Contracts

Deliveries at Closing. At the Closing, each of the following items shall be delivered: (a) Sellers shall deliver to Purchaser the following: (i) certificates evidencing all OVT Shares, duly endorsed for transfer and otherwise in a form suitable for transfer on the books of OVT; (ii) a certificate of Sellers with respect to the matters described in Sections 5.1, 5.2, and 5.4 hereof; (iii) a certificate of an officer of OVT with respect to the matters described in Sections 5.1 and 5.2 hereof; (iv) a certificate of existence or a certificate of good standing; and (v) such other evidence of the performance of all covenants and the satisfaction of all conditions required of Sellers by this Agreement at or prior to the Closing Date as Purchaser or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Sellers on the Closing Date shall be in form and substance reasonably satisfactory to Purchaser and its counsel. (b) Purchaser shall deliver to Sellers the following: (i) the Purchase Price, against delivery of a certificate or certificates evidencing all OVT Shares, duly endorsed for transfer. The Purchaser Shares to be issued to each Seller shall be registered in the name of each Seller; (ii) a certificate of Purchaser with respect to the matters described in Sections 6.1; (iii) a certificate of the Secretary of Purchaser with respect to the matters described in Section 6.2 hereof; and (iv) such other evidence of the performance of all covenants and the satisfaction of all conditions required of Purchaser by this Agreement at or prior to the Closing Date as Sellers or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Purchaser on the Closing Date shall be in form and substance reasonably satisfactory to Sellers and their counsel.

Deliveries at Closing. (a) At the Closing, each of the following items Company shall deliver or cause to be delivered: (a) Sellers shall deliver to Purchaser the following: (i) certificates evidencing all OVT Sharesto Sellers, duly endorsed for the Purchase Price, by wire transfer and otherwise of immediately available funds in a form suitable for United States dollars in accordance with the wire transfer instructions set forth on the books of OVTSchedule I hereto; (ii) to Matlin Partners (Delaware), a certificate copy of Sellers with respect to the matters described in Sections 5.1Management Letter, 5.2, duly executed and 5.4 hereofdelivered by the Company; (iii) a to each Seller, one (1) stock certificate representing that number of an officer of OVT Common Shares represented by the Retained Share Certificate issued to such Seller in accordance with respect to the matters described Section 5.12(b), in Sections 5.1 and 5.2 proper form for transfer without any stock legend or other similar notation as provided in Section 5.12(ii) hereof; (iv) a certificate the Company shall pay to the MatlinPatterson Parties, or reimburse the MatlinPatterson Parties for, as the case may be, the reasonable fees and disbursements of existence or a certificate of good standingone law firm representing the MatlinPatterson Parties incurred solely with respect to the Share Purchase in accordance with Section 8.1 hereof; and (v) to the MatlinPatterson Parties, such other evidence of documents and instruments required to be delivered by the performance of all covenants and the satisfaction of all conditions required of Sellers by this Agreement Company at or prior to the Closing Date as Purchaser or its counsel may reasonably require. The documents and certificates pursuant to be delivered hereunder by or on behalf of Sellers on the Closing Date shall be in form and substance reasonably satisfactory to Purchaser and its counselthis Agreement. (b) Purchaser shall deliver to Sellers At the followingClosing: (i) the Purchase Price, against delivery of a certificate or certificates evidencing all OVT Shares, duly endorsed for transfer. The Purchaser Shares to be issued to each Seller shall deliver or cause to be registered delivered to the Company (A) the Retained Share Certificate and the Seller Share Certificate issued to it in accordance with Section 5.12(b) hereof, as provided in Section 5.12(i)(A) hereof and (B) for such Seller Share Certificate, a stock power effectively endorsed to the name of each SellerCompany or in blank, as provided in Section 5.12(i)(B) hereof; (ii) a certificate of Purchaser with respect each MatlinPatterson Party shall deliver or cause to be delivered to the matters described in Sections 6.1; (iii) a certificate of the Secretary of Purchaser with respect to the matters described in Section 6.2 hereof; and (iv) Company such other evidence of the performance of all covenants documents and the satisfaction of all conditions instruments required of Purchaser to be delivered by this Agreement it at or prior to the Closing Date as Sellers or its counsel may reasonably require. The documents and certificates pursuant to be delivered hereunder by or on behalf of Purchaser on the Closing Date shall be in form and substance reasonably satisfactory to Sellers and their counselthis Agreement.

Deliveries at Closing. At the Closing, each of the following items shall be delivered: (a) Sellers Seller shall deliver to Purchaser certificates representing the following: (i) certificates evidencing all OVT Shares, duly endorsed in blank for transfer or accompanied by duly executed stock powers assigning the Shares in blank, free and otherwise in a form suitable for transfer on the books clear of OVTall Liens and restrictions of any kind; (iib) a certificate Purchaser shall deliver, or cause to be delivered, to Seller, the Purchase Price by wire transfer of Sellers with respect immediately available funds, to the matters described in Sections 5.1, 5.2, and 5.4 hereof; an account or accounts designated at least two (iii2) a certificate of an officer of OVT with respect to the matters described in Sections 5.1 and 5.2 hereof; (iv) a certificate of existence or a certificate of good standing; and (v) such other evidence of the performance of all covenants and the satisfaction of all conditions required of Sellers by this Agreement at or days prior to the Closing Date as by Seller in a written notice to Purchaser; (c) Seller shall deliver to Purchaser evidence that all consents, approvals, authorizations, exemptions and waivers from any Governmental Entity or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Sellers on any third party that are required in connection with the Closing Date transactions contemplated hereby have been obtained; (d) Purchaser shall be have received copies, in form and substance reasonably satisfactory to Purchaser it, of such certificates of good standing, board resolutions, officers and its counsel. (b) Purchaser shall deliver to Sellers the following: (i) the Purchase Pricesecretaries’ certificates, against delivery resignations of a certificate or certificates evidencing all OVT Sharesofficers and directors, duly endorsed for transfer. The Purchaser Shares to be issued to each Seller shall be registered in the name revocations of each Seller; (ii) a certificate powers of Purchaser attorney and other related documents with respect to the matters described in Sections 6.1Companies as Purchaser or its counsel shall reasonably request; (iiie) Seller shall have delivered to Purchaser, a certificate prepared in accordance with Treasury Regulation Section 1.1445-2(b)(2) in the form reasonably satisfactory to Purchaser, certifying that Seller is not a foreign person within the meaning of the Secretary of Purchaser with respect to the matters described in Code Section 6.2 hereof1445; and (ivf) such other evidence Seller shall have prepared and delivered to Purchaser validly executed IRS Forms 8023 and all required attachments providing for the Section 338(h)(10) Election with respect to Purchaser’s purchase of the performance Shares, with such portions of all covenants such Forms 8023 as relate to each of the Companies and the satisfaction of all conditions required of Purchaser by this Agreement at or prior to the Closing Date as Sellers or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Purchaser on the Closing Date shall be in form and substance reasonably satisfactory to Sellers and their counselSeller properly completed.

Deliveries at Closing. (a) At the Closing, each of the following items shall Surebridge will deliver or cause to be delivered: (a) Sellers shall deliver delivered to Purchaser NaviSite the following: (i) certificates evidencing all OVT Sharesexecuted copies of any Consents obtained, duly endorsed for transfer and otherwise the Necessary Consents (as defined in a form suitable for transfer on the books of OVTSection 7.2(f)); (ii) executed copies of the Registration Rights Agreement (as defined in Section 5.11(a)), the Escrow Agreement, an assignment and assumption agreement in the form of Exhibit C (the "ASSIGNMENT AND ASSUMPTION AGREEMENT") and a certificate bill of Sellers with respect to sale in the matters described in Sections 5.1form of Exhibit D (the "BILL OF SALE") (▇▇llectively, 5.2, and 5.4 hereofthe "ANCILLARY AGREEMENTS"); (iii) a certificate resignations of an officer the members of OVT with respect to the matters described in Sections 5.1 and 5.2 hereofboard of directors of each of the Subsidiaries; (iv) a certificate all consents, approvals and authorizations of existence any Governmental Authority (as defined herein) set forth in Schedule 2.7 or a certificate required to be set forth in the related sections of good standing; andthe Company Disclosure Schedule shall have been obtained; (v) such other evidence minute books and stock transfer books of the performance of all covenants and Subsidiaries as are in the satisfaction of all conditions required of Sellers by this Agreement at or prior to the Closing Date as Purchaser Company's or its counsel may reasonably require. The counsel's possession; (vi) stock certificates and executed stock powers for all of the outstanding equity securities in each direct Subsidiary of Surebridge; (vii) each of the certificates, instruments and other documents and certificates required to be delivered hereunder by or on behalf of Sellers on at the Closing Date shall be in form and substance reasonably satisfactory pursuant to Purchaser and its counselSection 7.2 hereof. (b) Purchaser shall At the Closing, Buyer or Parent, as applicable, will deliver or cause to Sellers be delivered to Surebridge the following: (i) the Purchase Price, against delivery of a certificate or certificates evidencing all OVT Shares, duly endorsed for transfer. The Purchaser Shares to be issued to each Seller shall be registered in the name of each Sellerexecuted Primary Note; (ii) a certificate stock certificates evidencing all of Purchaser with respect to the matters described in Sections 6.1Parent Shares; (iii) a certificate executed copies of the Secretary of Purchaser with respect Ancillary Agreements to the matters described in Section 6.2 hereofwhich it is a party; and (iv) such other evidence each of the performance of all covenants certificates and the satisfaction of all conditions other documents required of Purchaser by this Agreement at or prior to the Closing Date as Sellers or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Purchaser on at the Closing Date shall pursuant to Section 7.1 hereof. (c) At the Closing, Parent will deliver or cause to be in form and substance reasonably satisfactory delivered to Sellers and their counselthe Escrow Agent the Escrow Note.

Deliveries at Closing. At the Closing, each of the following items shall be delivered: (a) Sellers Seller shall deliver to Purchaser certificates representing the following: (i) certificates evidencing all OVT Shares, duly endorsed in blank for transfer or accompanied by duly executed stock powers assigning the Shares in blank, free and otherwise in a form suitable for transfer on the books clear of OVTall Liens and restrictions of any kind; (iib) a certificate Purchaser shall deliver, or cause to be delivered, to Seller, the Purchase Price by wire transfer of Sellers with respect immediately available funds, to the matters described in Sections 5.1, 5.2, and 5.4 hereof; an account or accounts designated at least two (iii2) a certificate of an officer of OVT with respect to the matters described in Sections 5.1 and 5.2 hereof; (iv) a certificate of existence or a certificate of good standing; and (v) such other evidence of the performance of all covenants and the satisfaction of all conditions required of Sellers by this Agreement at or days prior to the Closing Date as by Seller in a written notice to Purchaser; (c) Seller shall deliver to Purchaser evidence that all consents, approvals, authorizations, exemptions and waivers from any Governmental Entity or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Sellers on any third party that are required in connection with the Closing Date transactions contemplated hereby have been obtained; (d) Purchaser shall be have received copies, in form and substance reasonably satisfactory to Purchaser it, of such certificates of good standing, board resolutions, officers and its counsel. (b) Purchaser shall deliver to Sellers the following: (i) the Purchase Pricesecretaries' certificates, against delivery resignations of a certificate or certificates evidencing all OVT Sharesofficers and directors, duly endorsed for transfer. The Purchaser Shares to be issued to each Seller shall be registered in the name revocations of each Seller; (ii) a certificate powers of Purchaser attorney and other related documents with respect to the matters described in Sections 6.1Companies as Purchaser or its counsel shall reasonably request; (iiie) Seller shall have delivered to Purchaser, a certificate prepared in accordance with Treasury Regulation Section 1.1445-2(b)(2) in the form reasonably satisfactory to Purchaser, certifying that Seller is not a foreign person within the meaning of the Secretary of Purchaser with respect to the matters described in Code Section 6.2 hereof1445; and (ivf) such other evidence Seller shall have prepared and delivered to Purchaser validly executed IRS Forms 8023 and all required attachments providing for the Section 338(h)(10) Election with respect to Purchaser's purchase of the performance Shares, with such portions of all covenants such Forms 8023 as relate to each of the Companies and the satisfaction of all conditions required of Purchaser by this Agreement at or prior to the Closing Date as Sellers or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Purchaser on the Closing Date shall be in form and substance reasonably satisfactory to Sellers and their counselSeller properly completed.

Deliveries at Closing. (a) At the Closing, each of Buyer shall deliver the following items shall be delivered: (a) Sellers shall deliver to Purchaser the followingSeller: (i) certificates evidencing all OVT Shares, duly endorsed ninety percent (90%) of the Interim Net Value of Purchased Assets as provided for transfer and otherwise in a form suitable for transfer on the books of OVTSection 2.4(a)(i); (ii) a certificate the opinion of Sellers with respect to the matters described in Sections 5.1counsel, 5.2agreements, documents, and 5.4 hereofcertificates required in Article 9 of the Agreement; (iii) a certificate certified copies of an officer the resolutions duly adopted by the Board of OVT with respect Directors of Buyer constituting all necessary corporate authorization for the consummation by Buyer of the transactions contemplated hereby; and (iv) certificates of incumbency for all relevant officers and directors of Buyer executing this Agreement and any other documents pursuant to this Agreement. (b) At the matters described in Sections 5.1 Closing, Seller shall deliver the following to Buyer: (i) such documents, instruments, certificates and 5.2 hereofwritings required to be delivered by Seller pursuant to Section 2.5; (ii) the opinion of counsel, agreements, documents and certificates required by Article 8 of this Agreement; (iii) certified copies of the resolutions duly adopted by the Board of Directors of Seller constituting all necessary corporate authorization for the consummation by Seller of the transactions contemplated hereby; (iv) a certificate certificates of existence or a certificate incumbency for all relevant officers and directors of good standingSeller executing this Agreement and any other documents pursuant to this Agreement; and (v) such consents or other evidence of the performance of all covenants documents executed by Seller and the satisfaction of all conditions such third parties as may, in Buyer's opinion, be required of Sellers by this Agreement at or prior to effectively vest in Buyer good and marketable title to the Closing Date as Purchaser or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Sellers on the Closing Date shall be in form and substance reasonably satisfactory to Purchaser and its counsel. (b) Purchaser shall deliver to Sellers the following: (i) the Purchase Price, against delivery of a certificate or certificates evidencing all OVT Shares, duly endorsed for transfer. The Purchaser Shares to be issued to each Seller shall be registered in the name of each Seller; (ii) a certificate of Purchaser with respect to the matters described in Sections 6.1; (iii) a certificate of the Secretary of Purchaser with respect to the matters described in Section 6.2 hereofIntellectual Property; and (ivvi) such other evidence of the performance of all covenants additional documents, instruments, certificates and the satisfaction of all conditions required of Purchaser by this Agreement at or prior to the Closing Date writings as Sellers or its counsel Buyer may reasonably require. The documents and certificates request to be delivered hereunder by or on behalf of Purchaser on effect the Closing Date shall be in form and substance reasonably satisfactory to Sellers and their counseltransactions contemplated hereby.

Deliveries at Closing. At the Closing, each of Closing and subject to the following items shall be deliveredterms and conditions herein contained: (a) The Sellers shall deliver to the Parent and the Purchaser the following: (i) certificates evidencing all OVT Sharesa legal opinion of Cart▇▇, duly endorsed for transfer and otherwise ▇▇▇▇▇▇▇ & ▇ilb▇▇▇, ▇▇unsel to the Company, in a substantially the form suitable for transfer on the books of OVTattached hereto as Exhibit B; (ii) a legal opinion of counsel to each of the Sellers, in substantially the form attached hereto as Exhibit C; (iii) a certificate signed by the Chairman of Sellers with respect the Board or other authorized officer of each of the Company and each Seller which is a corporation and by each other Seller, dated as of the Closing Date, stating that the conditions applicable to the Company or such Seller, as the case may be, in Section 7.1 have been satisfied as of the Closing; (iv) the certificates for the Sellers' Shares, duly endorsed or accompanied by stock powers duly endorsed in blank, free and clear of any and all Liens; (v) forms of all instruments required to release and satisfy all indebtedness and liens of the Company and its Subsidiaries disclosed in Schedule 1.5; and (vi) such other customary certificates and other evidence as the Parent, the Purchaser or their counsel may request as to the satisfaction of the conditions to the Parent's and the Purchaser's obligations set forth herein and as to such other matters described as the Parent and the Purchaser may reasonably request. (b) The Parent and the Purchaser shall deliver to the Sellers the following: (i) a legal opinion of Gree▇▇▇▇▇ ▇▇▇u▇▇▇, ▇.A., counsel for the Parent and the Purchaser, in Sections 5.1, 5.2, substantially the form attached hereto as Exhibit D; (ii) the Purchase Price payable in accordance with Section 1.1 hereof and 5.4 as adjusted pursuant to Section 1.2 hereof; (iii) a certificate of an signed by the Chief Executive Officer or other authorized officer of OVT with respect to each of the matters described Parent and the Purchaser, dated as of the Closing Date, stating that the conditions in Sections 5.1 and 5.2 hereofSection 8.1 have been satisfied as of the Closing; (iv) a certificate the release and satisfaction of existence or a certificate all indebtedness and liens of good standingthe Company and its Subsidiaries disclosed in Schedule 1.5; and (v) such other customary certificates and other evidence of as the performance of all covenants and Sellers or their counsel may request as to the satisfaction of all the conditions required of Sellers by this Agreement at or prior to the Closing Date Sellers' obligations set forth herein and as Purchaser or its counsel to such other matters as the Sellers may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Sellers on the Closing Date shall be in form and substance reasonably satisfactory to Purchaser and its counselrequest. (bc) Purchaser The Sellers, the Company, the Parent and/or the Purchaser, as applicable, shall deliver to Sellers the following: (i) the Purchase Price, against delivery of a certificate or certificates evidencing all OVT Shares, duly endorsed for transfer. The Purchaser Shares to be issued to each Seller shall be registered in the name of each Seller; (ii) a certificate of Purchaser with respect to the matters described in Sections 6.1; (iii) a certificate of the Secretary of Purchaser with respect to the matters described in Section 6.2 other items contemplated under Articles VII and VIII hereof; and (iv) such other evidence of the performance of all covenants and the satisfaction of all conditions required of Purchaser by this Agreement at or prior to the Closing Date as Sellers or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Purchaser on the Closing Date shall be in form and substance reasonably satisfactory to Sellers and their counsel.

Deliveries at Closing. (a) At or prior to each applicable Closing, the Company shall deliver the following to each Purchaser: (a) a stock certificate registered in such Purchaser's name, or in such nominee name(s) as designated by the Purchaser in writing, representing the Shares purchased by such Purchaser; (b) Warrants in such Purchaser's name, or in such nominee name(s) as designated by the Purchaser in writing; (c) an opinion of Jenkens & Gilchrist Parker Chapin LLP, dated the Closing Date and substantial▇▇ ▇▇ ▇▇e ▇▇▇▇ ▇▇▇▇▇▇▇d hereto as Schedule I ("Opinion of Counsel"), with such customary exclusions and qualifications reasonably acceptable to SAFECO, the first Purchaser in the transaction; and (d) a certificate, signed by the President of the Company, to the effect that (i) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects on and as of the applicable Closing Date as though newly made on and as of that date (except for representations and warranties which speak as of the date of the Agreement or as of another specific date or period, which shall continue to be true and correct in all material respects as of the respective dates and for the respective periods covered thereby) and (iii) the Company has performed and complied with, in all material respects, all of its covenants contained in this Agreement and required to be performed or complied with on or before the Closing. (b) The Company's obligation to sell and issue the Shares and Warrants at each applicable Closing is subject to the fulfillment, to the satisfaction of the Company, on or prior to each such Closing Date, of the following items shall conditions, any of which may be delivered: (a) Sellers shall deliver to Purchaser waived by the following: Company: (i) certificates evidencing the representations and warranties made by the investors in Section 4 hereof, other than the representations and warranties contained in Sections 4.2, 4.3, 4.4 and 4.5 (the "Investment Representations") shall be true and correct in all OVT Sharesmaterial respects when made, duly endorsed for transfer and otherwise shall be true and correct in a form suitable for transfer all material respects on the books applicable Closing Date with the same force and effect as if they had been made on and as of OVT; said date; (ii) a certificate of Sellers with respect the Purchasers shall have performed in all material respects all obligations and conditions herein required to the matters described in Sections 5.1, 5.2, and 5.4 hereof; (iii) a certificate of an officer of OVT with respect to the matters described in Sections 5.1 and 5.2 hereof; (iv) a certificate of existence be performed or a certificate of good standing; and (v) such other evidence of the performance of all covenants and the satisfaction of all conditions required of Sellers observed by this Agreement at them on or prior to the Closing Date as Purchaser or its counsel may reasonably require. The documents Date; (iii) the Investment Representations shall be true and certificates to correct in all respects when made, and shall be delivered hereunder by or true and correct in all respects on behalf of Sellers on the such Closing Date with the same force and effect as if they had been made on and as of said date; (iv) all Purchasers participating in the applicable Closing shall be in form have delivered the Purchase Price to the Escrow Agent; and substance reasonably satisfactory (v) the Company shall have received (a) written notice from Nasdaq to Purchaser the effect that the issuance and its counselsale of the Shares and Warrants as contemplated hereby will not require shareholder approval pursuant to the requirements of Nasdaq Market Place Rule 4350(i), and (b) oral confirmation from Nasdaq that the 15 day notice requirement under Rule 4310(c)(17), either has passed or has been waived by Nasdaq. (bc) Purchaser shall deliver Each Purchaser's obligation to Sellers purchase the following: (i) the Purchase Price, against delivery of a certificate or certificates evidencing all OVT Shares, duly endorsed for transfer. The Purchaser Shares to be issued to each Seller shall be registered in the name of each Seller; (ii) a certificate of Purchaser with respect subject to the matters described in Sections 6.1; (iii) a certificate fulfillment of the Secretary of Purchaser with respect to the matters described conditions specified in Section 6.2 hereof; and (ivsubparagraph 2.2(a) such other evidence of the performance of all covenants and the satisfaction of all conditions required of Purchaser by this Agreement at on or prior to the applicable Closing Date as Sellers or Date. (d) Upon satisfaction of all of the conditions to each applicable Closing set forth in this Agreement, the Company and the Placement Agent shall jointly direct the Escrow Agent to deliver to the Company the applicable Purchase Price for the Shares and Warrants purchased at such Closing, less the Placement Agent fee due to the Placement Agent, and any expense that the Company has agreed to reimburse to the Placement Agent and its counsel may reasonably require. The documents and certificates counsel, which the Escrow Agent shall pay directly to be delivered hereunder by or on behalf of Purchaser on the Closing Date shall be Placement Agent in form and substance reasonably satisfactory to Sellers and their counselaccordance with such joint instructions.

Deliveries at Closing. At the Closing, each of the following items shall be delivered: (a) Sellers At Closing, Seller shall deliver to Purchaser the followingBuyer: (i) certificates evidencing a ▇▇▇▇ of sale and any appropriate assignment documents to effect the transfer to Buyer good and marketable title to the Purchased Assets, free and clear of any and all OVT Shares, duly endorsed for transfer and otherwise in a form suitable for transfer on the books of OVTEncumbrances; (ii) a certificate A copy of Sellers with respect to Seller's Atticles of Amendment changing the matters corporate name of Seller as described in Sections 5.1Section 4.1.2, 5.2, and 5.4 hereofwhich Seller will promptly file with the Washington Secretary of State; (iii) a certificate of an officer of OVT with respect such assignments as may be necessary to transfer the matters propetty described in Sections 5.1 Section 1.1 (e) (collectively, the "IP") to Buyer (it being understood and 5.2 hereofagreed that Buyer, with Seller's reasonable cooperation, will provide the notifications to, and filings with, the US Patent and Trademark Office after the Closing); (iv) a certificate of existence or a certificate of good standing; andsuch assignments as may be necessary to assign Seller's rights as tenant under the Amended and Restated Lease to Buyer; (v) such assignments and lessor consents as may be necessary to assign Seller's rights as lessee for any Leased Equipment to Buyer; (vi) corporate resolutions approving the transaction contemplated hereby; and (vii) all other evidence of the performance of all covenants and the satisfaction of all conditions documents required of Sellers by this Agreement at or prior reasonably requested by Buyer in order to consummate the Closing Date as Purchaser or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Sellers on the Closing Date shall be in form and substance reasonably satisfactory to Purchaser and its counselClosing. (b) Purchaser At Closing, Buyer shall deliver to Sellers the followingSeller: (i) the Purchase Price, against delivery of a certificate or certificates evidencing all OVT Shares, duly endorsed for transfer. The Purchaser Shares to be issued to each Seller shall be registered Price as set forth in the name of each SellerSection 2.2 herein; (ii) a certificate of Purchaser with respect to resolutions approving the matters described in Sections 6.1;transaction contemplated hereby; and (iii) a certificate of the Secretary of Purchaser with respect to the matters described in Section 6.2 hereof; and (iv) such all other evidence of the performance of all covenants and the satisfaction of all conditions documents required of Purchaser by this Agreement at or prior reasonably requested by Seller in order to consummate the Closing Date as Sellers or its counsel may reasonably require. The Closing. (c) All of the documents and certificates required to be delivered hereunder by or on behalf of Purchaser on the patties at the Closing Date shall be in form and substance reasonably satisfactory are hereinafter referred to Sellers and their counselas the "Collateral Agreements."

Deliveries at Closing. At the Closing, each of Closing and subject to the following items shall be deliveredterms and conditions herein contained: (a) Sellers The Company and the Shareholder shall deliver to Purchaser the Parent and Merger Sub the following: (i) certificates evidencing all OVT Sharesa legal opinion of ▇▇▇▇▇▇▇▇, duly endorsed for transfer Loop & ▇▇▇▇▇▇▇▇, LLP, counsel to the Shareholder and otherwise the Company, in a substantially the form suitable for transfer on the books of OVTattached hereto as EXHIBIT C; (ii) a certificate signed by the Chairman of Sellers with respect to the matters described Board or other authorized officer of the Company and by the Shareholder, dated as of the Closing Date, stating that the conditions in Sections 5.1, 5.2, and 5.4 hereofSECTION 9.1 have been satisfied as of the Closing; (iii) a certificate the certificates representing all of an officer the outstanding share of OVT with respect to the matters described Company Common Stock, duly endorsed or accompanied by stock powers duly endorsed in Sections 5.1 blank, free and 5.2 hereofclear of any and all Liens; (iv) a certificate the Articles of existence or a certificate Merger duly executed by an authorized officer of good standingthe Company; and (v) such other certificates and other evidence of the performance of all covenants and the satisfaction of all conditions required of Sellers by this Agreement at or prior to the Closing Date as Purchaser Parent or its counsel may reasonably require. The documents and certificates request as to be delivered hereunder by or on behalf the satisfaction of Sellers on the Closing Date shall be in form and substance reasonably satisfactory conditions to Purchaser and its counselParent's obligations set forth herein. (b) Purchaser The Parent and Merger Sub shall deliver to Sellers the Shareholder the following: (i) a legal opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, P.A., counsel for the Purchase PriceParent and Merger Sub, against delivery of a certificate or certificates evidencing all OVT Shares, duly endorsed for transfer. The Purchaser Shares to be issued to each Seller shall be registered in substantially the name of each Sellerform attached as EXHIBIT D; (ii) a certificate of Purchaser the Per Share Merger Consideration payable at the Effective Time in accordance with respect to the matters described in Sections 6.1SECTION 3.1 hereof; (iii) a certificate the Articles of the Secretary Merger duly executed by an authorized officer of Purchaser with respect to the matters described in Section 6.2 hereofMerger Sub; and (iv) such a certificate signed by the Chief Operating Officer or other evidence authorized officer of each of the performance Parent and Merger Sub, dated as of all covenants and the satisfaction of all conditions required of Purchaser by this Agreement at or prior to the Closing Date Date, stating that the conditions in SECTION 10.1 have been satisfied as Sellers or its counsel may reasonably require. of the Closing. (c) The documents Shareholder, the Company, the Parent and certificates to be delivered hereunder by or on behalf of Purchaser on Merger Sub, as applicable, shall deliver the Closing Date shall be in form other items contemplated under Articles IX and substance reasonably satisfactory to Sellers and their counselX hereof.

Deliveries at Closing. (a) At the Closing, each of the following items shall be delivered: (a) Sellers Company shall deliver to Purchaser the ▇▇▇▇▇▇▇-▇▇▇▇▇ Standby Purchasers the following: (i) a certificate or certificates evidencing all OVT Shares, duly endorsed for transfer and otherwise in or a form suitable for transfer on book entry statement representing the books number of OVT;shares of Common Stock issued to the ▇▇▇▇▇▇▇-▇▇▇▇▇ Standby Purchasers pursuant to Section 2 hereof; and (ii) a certificate of Sellers with respect to the matters described in Sections 5.1, 5.2, and 5.4 hereof; (iii) a certificate of an officer of OVT with respect the Company certifying on its behalf to the matters described effect that the conditions set forth in Sections 5.1 8(a) and 5.2 hereof; (iv8(c) a certificate of existence or a certificate of good standing; and (v) such other evidence have been satisfied on and as of the performance of all covenants and the satisfaction of all conditions required of Sellers by this Agreement at or prior to the Closing Date as Purchaser or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Sellers on the Closing Date shall be in form and substance reasonably satisfactory to Purchaser and its counselDate. (b) Purchaser At the Closing, the Clinton Standby Purchasers shall jointly and severally deliver to Sellers the Company the following: (i) payment of the Purchase PriceSubscription Price of the Shares purchased by the Clinton Standby Purchasers, against delivery of a certificate or certificates evidencing all OVT Shares, duly endorsed for transfer. The Purchaser Shares to be issued to each Seller shall be registered as set forth in the name of each Seller;Section 2(a) hereof; and (ii) a certificate of Purchaser R. ▇▇▇▇▇ ▇▇▇▇▇▇▇, on behalf of all the Clinton Standby Purchasers, certifying to the effect that the conditions set forth in Sections 8(b) (with respect to compliance by the matters described in Sections 6.1;Clinton Standby Purchasers) and 8(c) have been satisfied on and as of the Closing Date. (iiic) a certificate At the Closing, the Flood Standby Purchasers shall jointly and severally deliver to the Company the following: (i) payment of the Secretary Subscription Price of Purchaser with respect to the matters described Shares purchased by the Flood Standby Purchasers, as set forth in Section 6.2 2(a) hereof; and (ivii) such other evidence a certificate of the performance of all covenants and the satisfaction of all conditions required of Purchaser by this Agreement at or prior to the Closing Date as Sellers or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or ▇▇▇▇▇▇▇ ▇▇▇▇▇, on behalf of Purchaser all the Flood Standby Purchasers, certifying to the effect that the conditions set forth in Sections 8(b) (with respect to compliance by the Flood Standby Purchasers) and 8(c) have been satisfied on and as of the Closing Date shall be in form and substance reasonably satisfactory to Sellers and their counselDate.

Deliveries at Closing. At the Closing, each of Closing and subject to the following items shall be deliveredterms and conditions herein contained: (a) The Company and the Sellers shall deliver to the Purchaser the following: (i) certificates evidencing all OVT Sharesa legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇, duly endorsed for transfer Esq., counsel to the Sellers and otherwise the Company, in a substantially the form suitable for transfer on the books of OVTattached hereto as EXHIBIT "B"; (ii) a certificate signed by the Chairman of Sellers with respect to the matters described Board or other authorized officer of the Company and by the Sellers, dated as of the Closing Date, stating that the conditions in Sections 5.1, 5.2, and 5.4 hereofSECTION 6.1 have been satisfied as of the Closing; (iii) a certificate the certificates representing all of an officer the outstanding AG Shares, duly endorsed or accompanied by stock powers duly endorsed in blank, free and clear of OVT with respect to the matters described in Sections 5.1 any and 5.2 hereofall Liens; (iv) a certificate such other certificates and other evidence as Purchaser or its counsel may request as to the satisfaction of existence or a certificate of good standingthe conditions to Purchaser's obligations set forth herein and as to such other matters as Purchaser may reasonably request; and (v) such other evidence the Non-Competition Agreements described in SECTION 6.8 hereto executed by each of the performance of all covenants and the satisfaction of all conditions required of Sellers by this Agreement at or prior to the Closing Date as Purchaser or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Sellers on the Closing Date shall be in form and substance reasonably satisfactory to Purchaser and its counselappropriate parties. (b) The Purchaser shall deliver to the Sellers the following: (i) a legal opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, P.A., counsel for the Purchase PricePurchaser, against delivery of a certificate or certificates evidencing all OVT Shares, duly endorsed for transfer. The Purchaser Shares to be issued to each Seller shall be registered in substantially the name of each Sellerform attached as EXHIBIT "C"; (ii) a certificate of Purchaser the Purchase Price payable in accordance with respect to the matters described in Sections 6.1;SECTIONS 1.1(A) AND 1.1(B) hereof; and (iii) a certificate signed by the President or other authorized officer of the Secretary Purchaser, dated as of Purchaser with respect to the matters described Closing Date, stating that the conditions in Section 6.2 hereof; andSECTION 7.1 have been satisfied as of the Closing. (ivc) such The Sellers, the Company and/or the Purchaser, as applicable, shall deliver the other evidence of the performance of all covenants items contemplated under Articles VI and the satisfaction of all conditions required of Purchaser by this Agreement at or prior to the Closing Date as Sellers or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Purchaser on the Closing Date shall be in form and substance reasonably satisfactory to Sellers and their counselVII hereof.

Deliveries at Closing. (a) At the Closing, each of the following items shall be delivered: (a) Sellers shall deliver to Purchaser Buyer the followingfollowing documents and other items, duly executed by Sellers, as applicable: (i) certificates evidencing all OVT SharesAn executed ▇▇▇▇ of sale, duly endorsed for transfer and otherwise substantially in a the form suitable for transfer on of Exhibit A (the books “▇▇▇▇ of OVTSale”); (ii) a certificate An assignment of Sellers with respect to trademarks, substantially in the matters described in Sections 5.1, 5.2, and 5.4 hereofform of Exhibit B (the “Trademarks Assignment”); (iii) a certificate an executed assignment and assumption agreement of an officer Contracts, substantially in the form of OVT with respect to Exhibit C (the matters described in Sections 5.1 “Assignment and 5.2 hereofAssumption Agreement”); (iv) the Escrow Agreement, executed by the Company and the Escrow Agent, in the form of Exhibit D; (v) duly executed resolutions of the Board of Directors (or, if applicable, Board of Managers) of each entity that is a Seller authorizing such Seller’s entry into and performance of this Agreement and the transactions contemplated hereby; (vi) a certificate executed by an authorized officer of existence Sellers as to (i) the accuracy of Sellers’ representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1, (ii) Sellers’ compliance with and performance of Sellers’ covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2, and (iii) the incumbency and signature of officers of Sellers executing this Agreement and any other document relating to the transactions contemplated hereby; (vii) a certificate certified copy of good standingthe Bidding Procedures Order and the Sale Order, in the form of Exhibits E and F, respectively; (viii) such other documents as Buyer may reasonably request for the purpose of: (a) evidencing the accuracy of any of Sellers’ representations and warranties; (b) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by Sellers; (c) evidencing the satisfaction of any condition referred to in Article 7; or (d) otherwise facilitating the consummation or performance of any of the transactions contemplated hereby; and (vix) such bills of sale, assignments, certificates of title, documents, and other evidence instruments of the performance of all covenants transfer and the satisfaction of all conditions required of Sellers conveyance as may be reasonably requested by this Agreement at or prior to the Closing Date as Purchaser or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Sellers on the Closing Date shall be Buyer, each in form and substance reasonably satisfactory to Purchaser Buyer and its legal counsel. (b) Purchaser At the Closing, Buyer shall deliver to Sellers the followingfollowing documents and other items, duly executed by Buyer, as applicable: (i) the Purchase Price, against delivery of a certificate or certificates evidencing all OVT Shares, duly endorsed for transfer. The Purchaser Shares to be issued to each Seller shall be registered in the name of each SellerClosing Payment; (ii) a certificate of Purchaser with respect to the matters described in Sections 6.1;Assignment and Assumption Agreement executed by Buyer; and (iii) a certificate certificate, executed by Buyer’s duly authorized Chief Financial Officer as to (i) the accuracy of Buyer’s representations and warranties as of the Secretary date of Purchaser this Agreement and as of the Closing in accordance with respect Section 8.1, (ii) Buyer’s compliance with and performance of Buyer’s covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2, and (iii) the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the matters described in Section 6.2 hereof; and (iv) such other evidence of the performance of all covenants and the satisfaction of all conditions required of Purchaser by this Agreement at or prior to the Closing Date as Sellers or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Purchaser on the Closing Date shall be in form and substance reasonably satisfactory to Sellers and their counseltransaction contemplated hereby.

Deliveries at Closing. At the Closing, each of the following items actions shall be deliveredtaken: (a) Sellers shall The Seller will deliver or cause to Purchaser be delivered to the followingPurchaser: (i) certificates evidencing all OVT Sharesthe opinions, duly endorsed for transfer certificates, and otherwise in a form suitable for transfer on the books of OVT; (ii) a certificate of Sellers with respect to the matters other items described in Sections 5.1, 5.2, Section 8.01 and 5.4 hereof; (iii) a certificate of an officer of OVT with respect to the matters described in Sections 5.1 and 5.2 hereof; (iv) a certificate of existence or a certificate of good standing; and (v) such other evidence of the performance of all of the covenants and the satisfaction of all conditions required of Sellers the Seller by this Agreement at or prior to as the Closing Date as Purchaser or its counsel may shall reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Sellers on the Closing Date shall be in form and substance reasonably satisfactory to Purchaser and its counsel. (b) Purchaser shall deliver to Sellers the following: (i) the Purchase Price, against delivery of a certificate or certificates evidencing all OVT Shares, duly endorsed for transfer. The Purchaser Shares to be issued to each Seller shall be registered in the name of each Seller; (ii) a certificate or certificates representing all of Purchaser with respect to the matters described Shares, duly endorsed in Sections 6.1blank or, in lieu thereof, accompanied by stock powers duly executed in blank, and in proper form for transfer; (iii) a certificate the minute books, stock books and stock ledgers (to the extent such exist) of the Secretary Company and the Subsidiaries and the business files of Purchaser with respect to the matters described in Section 6.2 hereofBusiness; (iv) an executed counterpart of each Ancillary Agreement; and (ivv) a receipt for the Purchase Price. (b) The Purchaser will deliver or cause to be delivered to the Seller: (i) the Purchaser Charter Documents, certificates and items described in Section 8.02 and such other evidence of the performance of all the covenants and the satisfaction of all conditions required of the Purchaser by this Agreement and as the Seller shall reasonably require; (ii) the Purchase Price as adjusted under Sections 2.03(a) and 2.06(j) hereof, by wire transfer of all but $5,000,000 thereof in immediately available funds to an account or accounts designated at or least four Business Days prior to the Closing Date as Sellers or its counsel may reasonably require. The by the Seller in a written notice to the Purchaser and by wire transfer of $5,000,000 thereof in immediately available funds to the account designated therefor in the Escrow Agreement; (iii) a receipt for the Shares; and (iv) the opinions, certificates and other documents and certificates required to be delivered hereunder by or on behalf of Purchaser on the Closing Date shall be in form and substance reasonably satisfactory pursuant to Sellers and their counselSection 8.01.

Deliveries at Closing. (a) At the Closing, each of the following items Buyer shall deliver, or cause to be delivered:, to Sellers (i) by wire transfer of immediately available same day funds in dollars to MSRA at an account designated by MSRA, an amount equal to the Estimated Purchase Price and (ii) the officer's certificates contemplated by Section 8.02(a) and (b). (ab) At the Closing, Sellers shall deliver deliver, or cause to Purchaser the followingbe delivered, to Buyer: (i) one or more certificates evidencing representing all OVT Sharesof the shares of capital stock of each of the Subject Companies, and in the case of the SRI Capital Stock a duly executed Stock Certificate endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer so as to transfer and otherwise in a form suitable for transfer on assign to Buyer good and valid title to the books SRI Capital Stock free and clear of OVT; all Liens and to constitute Buyer the sole record and beneficial owner thereof; (ii) a certificate all such other documents (including any necessary waivers or consents) as may be required to enable Buyer and/or its nominee to be registered as the holder(s) of Sellers with respect to the matters described in Sections 5.1, 5.2, and 5.4 hereof; SRI Capital Stock; (iii) a certificate letter of an officer resignation in a form reasonably acceptable to Buyer duly executed by each of OVT with respect the directors of each of the Subject Companies required to the matters described in Sections 5.1 and 5.2 hereof; resign by Buyer; (iv) a certificate letter of existence or resignation in a certificate form reasonably acceptable to Buyer duly executed by each of good standingthe officers of each of the Subject Companies required to resign by Buyer; and (v) such other evidence the officer's certificates contemplated by Section 8.03(a) and (b); (vi) the corporate minute books for each of the performance of all covenants and the satisfaction of all conditions required of Sellers by this Agreement at or prior to the Closing Date as Purchaser or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Sellers on the Closing Date shall be Subject Companies; (vii) a certificate (in form and substance reasonably satisfactory to Purchaser Buyer) that, as of the Closing Date, MSRA is not a foreign person within the meaning of section 1445 of the Code and its counsel. (b) Purchaser shall deliver to Sellers the following: (i) the Purchase PriceTreasury Regulations thereunder, against delivery of a such certificate or certificates evidencing all OVT Shares, duly endorsed for transfer. The Purchaser Shares to be issued to each Seller shall be registered substantially in the name of each Seller; (ii) a certificate of Purchaser with respect to the matters form described in Sections 6.1; Treasury Regulations section 1.1445-2(b)(2)(iii)(B); and (iiiviii) a certificate of the Secretary of Purchaser with respect to the matters described in Section 6.2 hereof; and (iv) such any other evidence of the performance of all covenants and the satisfaction of all conditions documents required of Purchaser by this Agreement at or prior to the Closing Date as Sellers or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Purchaser on Sellers at the Closing Date shall be in form and substance reasonably satisfactory to Sellers and their counselunder this Agreement.

Deliveries at Closing. At the Closing, each of the following items shall be delivered: (a) Sellers At the Closing and on the Closing Date, the Company shall deliver (or cause to Purchaser be delivered) to Eldorado and the followingInvestors: (i) certificates evidencing all OVT Sharesof the officers of the managing general partner of the Company (the “Company’s Closing Certificates”) certifying that, duly endorsed for transfer (a) the conditions to Closing set forth in Section 6.2(a) have been satisfied; and otherwise (b) the conditions to Closing set forth in a form suitable for transfer on the books of OVT;Section 6.2(b) have been satisfied; and (ii) a certificate each of Sellers the other agreements and documents contemplated to be delivered by or entered into by the Company in connection with respect or pursuant to this Agreement, duly executed by the Company, and any other such documents, instruments or certificates, required to be delivered in connection with the Company’s obligations under this Agreement, or as Eldorado and the Investors or their counsel may reasonably request. (b) At the Closing and on the Closing Date, Eldorado and the Investors, as applicable, shall deliver (or cause to be delivered) to the matters described Escrow Agent $3 million in Sections 5.1, 5.2, and 5.4 hereof;cash from the Investors. (iiic) a certificate of an officer of OVT with respect At the Closing, Eldorado and the Investors, as applicable, shall deliver (or cause to be delivered) to the matters described in Sections 5.1 and 5.2 hereof;Company: (ivi) a certificate certificates of existence or a certificate the officers of good standingEldorado and the Investors (the “Eldorado Closing Certificates”) certifying that, (a) the conditions to Closing set forth in Section 6.1(a) have been satisfied; and (b) the conditions to Closing set forth in Section 6.1(b) have been satisfied; and (vii) any other such other evidence of the performance of all covenants documents, instruments or certificates required to be delivered in connection with Eldorado’s and the satisfaction of all conditions required of Sellers by Investor’s obligations under this Agreement at Agreement, or prior to as the Closing Date as Purchaser Company or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Sellers on the Closing Date shall be in form and substance reasonably satisfactory to Purchaser and its counselrequest. (bd) Purchaser On the Investor Closing Date, the Company shall deliver (or cause to Sellers be delivered) to the followingInvestors a Fifth Amended and Restated Joint Venture Agreement of Eldorado Casino Shreveport Joint Venture substantially in the form of Exhibit C attached hereto, subject to such changes as the parties may agree in good faith (the “Reorganized Company Agreement”) duly executed by the parties as contemplated by the Plan. (e) On the Investor Closing Date, Eldorado and the Investors, as applicable, shall deliver (or cause to be delivered) to the Company: (i) the Purchase Price, against delivery Reorganized Company Agreement duly executed by each of a certificate or certificates evidencing all OVT Shares, duly endorsed for transfer. The Purchaser Shares to be issued to each Seller shall be registered in the name of each SellerInvestors; (ii) a certificate of Purchaser with respect to the matters described in Sections 6.1;Escrow Property; and (iii) a certificate Management Agreement, substantially in the form of Exhibit D attached hereto, subject to such changes as the Secretary of Purchaser with respect to the matters described parties may agree in Section 6.2 hereof; and good faith (iv) such other evidence of the performance of all covenants and the satisfaction of all conditions required of Purchaser by this Agreement at or prior to the Closing Date as Sellers or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Purchaser on the Closing Date shall be in form and substance reasonably satisfactory to Sellers and their counsel.the