Deliveries by Purchaser At the Closing, Purchaser will deliver or cause to be delivered to Sellers the following:
Closing Deliveries of Buyer At the Closing, Buyer shall deliver, or cause to be delivered, to Seller the following: (a) the Cash Consideration and the Stock Consideration (expressly not including any Earn Out Payment); (b) an executed ▇▇▇▇ of Sale and Assignment of Contract Rights substantially in the form attached hereto as Exhibit A; (c) executed Employment Agreements between InPhonic and the Principal Employees, in substantially the form attached as Exhibit D; (d) an executed Escrow Agreement, in substantially the form attached as Exhibit F; (e) an executed Assignment and Assumption Agreement dated by and between VMC and Buyer entered into in connection with the assignment of the EchoStar Retailer Agreement; (f) an executed guaranty of InPhonic entered into in connection with the assignment of the EchoStar Retailer Agreement; (g) an executed Trademark License Agreement from EchoStar to Buyer licensing certain trademarks of EchoStar in connection with the EchoStar Retailer Agreement (assigned to Buyer); (h) an executed legal opinion of Buyer’s legal counsel, that contains the opinions as set forth in the form attached hereto as Exhibit G; (i) a duly executed certificate of the corporate secretary of Buyer, certifying (i) that Buyer’s Charter as in effect on the date hereof remains in full force and effect and has not been amended or superseded, (ii) that the resolutions of the sole Member of Buyer authorizing this Agreement and the transactions contemplated hereby are in force and effect and have not been amended, and (iii) to the incumbency of the authorized officers of Buyer executing this Agreement or any Ancillary Documents; and *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. (j) copies of such other instruments of assumption as Seller and its counsel reasonably may request.