Common use of Other Closing Deliveries Clause in Contracts

Other Closing Deliveries. Seller shall deliver or shall cause to be delivered to Buyer the following: (a) Seller’s Customer List, updated as of the Closing Date; (b) lease amendment and assignment documents in a form reasonably acceptable to Buyer and Seller, duly executed by Seller and any other required Persons and in forms satisfactory to Buyer (the “Existing Lease Assignments”), pursuant to which the Existing Leases shall be assumed by Buyer, together with Landlord Estoppel Certificates and Subordination, Non-Disturbance and Attornment Agreements to the extent requested by Buyer; (c) the Assumption Agreement, duly executed by Seller; (d) the Consulting Agreement, duly executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (e) a General Assignment and ▇▇▇▇ of Sale, in a form acceptable to Buyer and Seller, duly executed by Seller; (f) an Employment Agreement, duly executed by each Key Employee; (g) a certificate of the secretary of Seller, in form and substance reasonably satisfactory to Buyer, certifying that attached thereto is a true, correct and complete copy of the articles or certificate of organization or formation of Seller, certified as of a recent date by the Secretary of State of Seller’s state of formation and the operating agreement of Seller, to the extent applicable, resolutions duly adopted by the board of managers and members of Seller authorizing the performance of the transactions contemplated by this Agreement and the execution and delivery of the Transaction Documents to which it is a party and a certificate of existence or good standing, as of a recent date, of Seller from Seller’s state of formation and a certificate of good standing, as of a recent date, of Seller from each state in which it is qualified to conduct business, the resolutions referenced in subsection (A)(2) are still in effect and nothing has occurred since the date of the issuance of the certificate(s) referenced in subsection (A)(3) that would adversely affect Seller’s existence or good standing in any such jurisdiction; (h) the Lock-Up Agreement, duly executed by Seller, if the Parent Shares are to be issued at the Closing pursuant to Section 3.2(c); (i) the Closing Statement, duly executed by a duly authorized officer of Seller; (j) the schedule reflecting the Accrued Vacation Credit, as required pursuant to Section 7.7(b); and (k) such other bills of sale, assignments and other instruments of transfer or conveyance, including without limitation, a domain name assignment, trademark assignment and any applicable trade name assignments, duly executed by Seller, as may be reasonably requested by Buyer to effect the sale, conveyance and delivery of the Purchased Assets to Buyer.

Other Closing Deliveries. Seller Sellers shall deliver have received at or shall cause prior to be delivered to Buyer the followingClosing: (ai) Sellera certificate from Buyer, dated the Closing Date, signed by an executive officer of Buyer in such capacity, certifying as to the satisfaction of the conditions specified in Sections 7.3(a) and 7.3(b); (ii) a certificate from Buyer’s Customer List, updated secretary certifying as to (i) copies of Buyer’s Governing Documents as in effect as of the Closing Date, (ii) the resolutions of Buyer’s board of directors authorizing the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which Buyer is or is required to be a party, and the consummation of each of the transactions contemplated hereby and thereby, and (iii) the incumbency of officers authorized to execute this Agreement or any other Transaction Document to which the Company is or is required to be a party; (biii) lease amendment good standing certificates for Buyer certified as of a date no later than sixty (60) days prior to the Closing Date from the Secretary of State of the State of Nevada and assignment from the proper Governmental Authority for each other jurisdiction in which Buyer is qualified to do business as a foreign corporation as of the Closing (to the extent that good standing certificates or similar documents are generally available in such jurisdictions); (iv) a duly executed legal opinion addressed to Sellers and dated as of the Closing Date from Buyer’s legal counsel, in form and substance reasonably satisfactory to Sellers; (v) a written resignation, effective as of the Closing, from each of the officers and directors of Buyer so that the provisions of Section 6.9 are satisfied; (vi) from Buyer, certificates representing the Exchange Shares (or duly executed affidavits of lost stock certificates in form and substance reasonably acceptable to Sellers), duly endorsed or accompanied by stock powers duly executed in blank and otherwise in form reasonably acceptable for transfer on the books of Buyer; (vii) the Exchange Warrants, in form and substance reasonably acceptable to Buyer and SellerSellers, duly executed by Seller and any other required Persons and in forms satisfactory to Buyer (the “Existing Lease Assignments”), pursuant to which the Existing Leases shall be assumed by Buyer, together with Landlord Estoppel Certificates and Subordination, Non-Disturbance and Attornment Agreements to the extent requested by Buyer; (cviii) the Assumption Seller Lock-Up Agreement, duly executed by SellerBuyer; (dix) a copy of the Consulting Agreement, duly executed by Amended and Restated Employment Agreement between Buyer and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (e) a General Assignment and ▇▇▇▇ of Sale, in a form acceptable to Buyer and Seller, duly executed by Seller; (f) an Employment Agreement, duly executed by each Key Employee; (g) a certificate of the secretary of Seller, in form and substance reasonably satisfactory acceptable to Buyer, certifying that attached thereto is a true, correct and complete copy of Sellers (the articles or certificate of organization or formation of Seller, certified as of a recent date by the Secretary of State of Seller’s state of formation and the operating agreement of Seller, to the extent applicable, resolutions duly adopted by the board of managers and members of Seller authorizing the performance of the transactions contemplated by this Agreement and the execution and delivery of the Transaction Documents to which it is a party and a certificate of existence or good standing, as of a recent date, of Seller from Seller’s state of formation and a certificate of good standing, as of a recent date, of Seller from each state in which it is qualified to conduct business, the resolutions referenced in subsection (A)(2) are still in effect and nothing has occurred since the date of the issuance of the certificate(s) referenced in subsection (A)(3) that would adversely affect Seller’s existence or good standing in any such jurisdiction; (h) the Lock-Up “Amended Employment Agreement”), duly executed by Seller, if the Parent Shares are to be issued at the Closing pursuant to Section 3.2(c)Buyer and ▇▇. ▇▇▇▇▇▇▇▇; (ix) an Amended and Restated Promissory Note with [___________________] to amend and restate the Closing Statement[____________] Convertible Note so that it is no longer convertible into equity of Buyer and to extend part of the payment date for the [____________] Convertible Note, duly executed by a duly authorized officer of Seller; (j) the schedule reflecting the Accrued Vacation Credit, as required pursuant in form and substance reasonably acceptable to Section 7.7(b)Sellers; and (kxi) such other bills an Amended and Restated Promissory Note with [__________] to amend and restate the [_____________] Convertible Note so that it is no longer convertible into equity of sale, assignments Buyer and other instruments of transfer or conveyance, including without limitation, a domain name assignment, trademark assignment and any applicable trade name assignments, duly executed by Seller, as may be reasonably requested by Buyer to effect the sale, conveyance and delivery extend part of the Purchased Assets payment date for the [____________] Convertible Note, in form and substance reasonably acceptable to BuyerSellers.

Other Closing Deliveries. Seller shall deliver or shall cause In addition to any other documents to be delivered under other provisions of this Agreement, on or before Closing, each in a form mutually agreed to Buyer by the followingParties: (a) Seller’s Customer List, updated as Seller shall deliver to Buyer: (i) each of the Closing Date; Schedules referenced herein; (bii) lease amendment and assignment documents in a form reasonably acceptable to Buyer and Seller, Bill of Sale duly executed by Seller Seller; (iii) an Assignment and any Assumption Agreement duly executed by Seller; (iii) an Assignment of Intellectual Property Rights duly executed by Seller; (iv) such other instruments of transfer as are reasonably required Persons and in forms satisfactory to Buyer (transfer the “Existing Lease Assignments”), pursuant to which the Existing Leases shall be assumed by Buyer, together with Landlord Estoppel Certificates and Subordination, Non-Disturbance and Attornment Agreements to the extent requested by Buyer; (c) the Assumption AgreementAssets, duly executed by Seller; ; (d) the Consulting Agreement, duly executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (ev) a General Assignment and ▇▇▇▇ of Sale, in a form acceptable to Buyer and Seller, Transition Services Agreement duly executed by Seller; ; (fvi) an Employment the third party consents listed on Schedule 1.07(a)(vi); (vii) documentation satisfactory to Buyer evidencing the release or authorizing the release, of any liens existing as of the Closing Date on any of the Assets (other than Permitted Liens); (viii) a Manager’s Certificate certifying and attaching all requisite resolutions or actions of Seller’s managers and members approving execution and delivery of this Agreement; (ix) a Non-Competition Agreement, duly executed by each Key Employee; person listed in Schedule 1.07(a)(ix); and (gx) a FIRPTA certificate of the secretary of Seller, in form and substance reasonably satisfactory to Buyer, certifying that attached thereto is a true, correct and complete copy of the articles or certificate of organization or formation of Seller, certified as of a recent date by the Secretary of State of Seller’s state of formation and the operating agreement of Seller, to the extent applicable, resolutions duly adopted by the board of managers and members of Seller authorizing the performance of the transactions contemplated by this Agreement and the execution and delivery of the Transaction Documents to which it is a party and a certificate of existence or good standing, as of a recent date, of Seller from Seller’s state of formation and a certificate of good standing, as of a recent date, of Seller from each state in which it is qualified to conduct business, the resolutions referenced in subsection (A)(2) are still in effect and nothing has occurred since the date of the issuance of the certificate(s) referenced in subsection (A)(3) that would adversely affect Seller’s existence or good standing in any such jurisdiction; (h) the Lock-Up Agreement, duly executed by Seller, if the Parent Shares are . (b) Buyer shall deliver to be issued at the Closing pursuant to Section 3.2(c); Seller: (i) the Closing Statement, Payment portion of the Purchase Price; (ii) the Assignment and Assumption Agreement duly executed by a duly authorized officer of Seller; Buyer; (jiii) the schedule reflecting the Accrued Vacation Credit, as required pursuant to Section 7.7(b); and (k) such other bills of sale, assignments and other instruments of transfer or conveyance, including without limitation, a domain name assignment, trademark assignment and any applicable trade name assignments, Transition Services Agreement duly executed by Seller, as may be reasonably requested by Buyer to effect the sale, conveyance Buyer; and (iv) an Officer’s Certificate certifying and attaching all requisite resolutions or actions of Buyer’s directors and stockholders approving execution and delivery of the Purchased Assets to Buyer.this Agreement;

Other Closing Deliveries. Seller Buyer shall deliver have received at or shall cause prior to be delivered to Buyer the followingClosing: (ai) a certificate from the Company, dated the Closing Date, signed by an executive officer of the Company in such capacity, certifying as to the satisfaction of the conditions specified in Sections 6.2(a) and 6.2(c); (ii) a certificate from each Seller, dated the Closing Date, signed by such Seller, certifying as to the satisfaction of the conditions specified in Section 6.2(b) with respect to such Seller; (iii) a certificate from: (A) the Secretary of the Company certifying as to (I) copies of the Company’s Customer List, updated Governing Documents as in effect as of the Closing Date, (II) the resolutions of the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which the Company is or is required to be a party, and the consummation of each of the transactions contemplated hereby and thereby, and (III) the incumbency of officers authorized to execute this Agreement or any other Transaction Document to which the Company is or is required to be a party; and (B) the secretary (or equivalent officer or manager) of each Seller that is not an individual certifying as to the resolutions of such Seller’s board or directors (or equivalent governing body) authorizing the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which such Seller is or is required to be a party, and the consummation of each of the transactions contemplated hereby and thereby; (biv) lease amendment good standing certificates for the Company certified as of a date no later than thirty (30) days prior to the Closing Date from the Secretary of State of the State of Delaware and assignment from the proper Governmental Authority for each other jurisdiction in which the Company is qualified to do business as a foreign corporation as of the Closing (to the extent that good standing certificates or similar documents are generally available in a form reasonably acceptable to Buyer and Seller, such jurisdictions); (v) the Escrow Agreement duly executed by each of the Seller Representative and any other required Persons and in forms satisfactory to Buyer (the “Existing Lease Assignments”), pursuant to which the Existing Leases shall be assumed by Buyer, together with Landlord Estoppel Certificates and Subordination, Non-Disturbance and Attornment Agreements to the extent requested by BuyerEscrow Agent; (cvi) the Assumption Agreement, a duly executed by Sellercopy of an Option Election Agreement substantially in the form of Exhibit B hereto for each Optionholder; (dvii) Noncompetition Agreements in substantially the Consulting forms attached hereto as Exhibit C (each, a “Noncompetition Agreement, duly executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (e) a General Assignment and ▇▇▇▇ of Sale, in a form acceptable to Buyer and Seller, duly executed by Seller; (f) an Employment Agreement”), duly executed by each Key Employeeof the Sellers (or their Affiliates) as identified on Schedule 6.2(d)(vii); (gviii) a certificate Employment Agreements from the Company in substantially the form attached hereto as Exhibit D (each, an “Employment Agreement”) for each of the secretary Company employees identified on Schedule 6.2(d)(viii) (each, a “Key Employee”), duly executed by such Key Employee and the Company; (ix) the Flow of Funds Memo (and any updates thereto) from the Company pursuant to Section 1.3 hereof; (x) from each Seller, certificates representing the Purchased Shares (or duly executed affidavits of lost stock certificates in form and substance reasonably acceptable to Buyer), duly endorsed or accompanied by stock powers duly executed in blank and otherwise in form reasonably acceptable for transfer on the books of the Company; (xi) copies of payoff letters from each lender of Indebtedness included in Net Debt in form and substance reasonably satisfactory to Buyer; (xii) a written resignation from each of the officers and directors of the Company effective as of the Closing; (xiii) an affidavit of non-foreign status for each Seller dated as of the Closing Date in form and substance required under Section 1445 of the Code thereunder such that Buyer is exempt from withholding any portion of the purchase price under Section 1445 of the Code; (xiv) executed documents reasonably satisfactory to Buyer to allow the Company, certifying effective as of the Closing, to transfer all Company bank account authorizations to representatives designated by Buyer; (xv) a General Release substantially in the form of Exhibit F hereto, duly executed by each of the Sellers; (xvi) a waiver and consent from the spouse of any Seller that attached thereto is a true, correct married individual consenting to the transactions contemplated herein and complete waiving any rights in and to such Seller’s Purchased Shares in form and substance reasonably acceptable to the Seller Representative; (xvii) a copy of the articles or certificate Company’s Certificate of organization or formation of SellerIncorporation, as amended, certified as of a recent date by the Secretary of State of Seller’s state of formation and the operating agreement of Seller, to the extent applicable, resolutions duly adopted by the board of managers and members of Seller authorizing the performance of the transactions contemplated by this Agreement and the execution and delivery of the Transaction Documents to which it is a party and a certificate of existence or good standing, Delaware as of a recent date, of Seller from Seller’s state of formation and a certificate of good standing, as of a recent date, of Seller from each state in which it is qualified date no more than ten (10) Business Days prior to conduct business, the resolutions referenced in subsection (A)(2) are still in effect and nothing has occurred since the date of the issuance of the certificate(s) referenced in subsection (A)(3) that would adversely affect Seller’s existence or good standing in any such jurisdiction; (h) the Lock-Up Agreement, duly executed by Seller, if the Parent Shares are to be issued at the Closing pursuant to Section 3.2(c); (i) the Closing Statement, duly executed by a duly authorized officer of Seller; (j) the schedule reflecting the Accrued Vacation Credit, as required pursuant to Section 7.7(b)Date; and (kxviii) such other bills a Change of sale, assignments and other instruments of transfer or conveyance, including without limitation, a domain name assignment, trademark assignment and any applicable trade name assignments, Control Letter duly executed by Seller, as may be reasonably requested by Buyer to effect the sale, conveyance Company and delivery each of the Purchased Assets to BuyerPersons identified on Schedule 6.2(d)(xviii).

Other Closing Deliveries. Seller (a) At the Closing, Purchaser shall deliver to Seller (or shall cause to be delivered to Buyer one or more other Seller Entities designated by Seller) the following: (ai) Seller’s Customer Listpayment, updated as of by wire transfer(s) to one or more bank accounts designated in writing by Seller (such designation to be made by Seller at least two (2) Business Days prior to the Closing Date), an amount in immediately available funds equal to the Closing Secondary Equity Interests Cash Consideration; (bii) lease amendment and assignment documents in a form reasonably acceptable the certificate to Buyer and Seller, duly executed by Seller and any other required Persons and in forms satisfactory to Buyer (the “Existing Lease Assignments”), be delivered pursuant to which the Existing Leases shall be assumed by Buyer, together with Landlord Estoppel Certificates and Subordination, Non-Disturbance and Attornment Agreements to the extent requested by BuyerSection 8.3(c); (ciii) a counterpart of the Assumption Amended and Restated LLC Agreement, duly executed by Seller; (d) the Consulting Agreement, duly executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (eiv) a General Assignment and ▇▇▇▇ counterpart of Sale, in a form acceptable to Buyer and Seller, duly executed by Seller; (f) an Employment the Registration Rights Agreement, duly executed by each Key Employee▇▇▇▇▇▇▇▇▇; (gv) a certificate of the secretary of Selleran IRS form W-9 from Purchaser (or, in form and substance reasonably satisfactory if Purchaser is disregarded as separate from another Person, such other Person); and (vi) any other instruments or documents that are necessary to Buyer, certifying that attached thereto is a true, correct and complete copy of the articles or certificate of organization or formation of Seller, certified as of a recent date by the Secretary of State of Seller’s state of formation and the operating agreement of Seller, to the extent applicable, resolutions duly adopted by the board of managers and members of Seller authorizing the performance of effect the transactions contemplated by this Agreement and Agreement. (b) At the execution and delivery Closing, Seller shall deliver, or cause to be delivered, to Purchaser the following: (i) customary evidence of (A) the assignment of the Transaction Documents Secondary Equity Interests to which it is a party the Purchaser and a certificate of existence or good standing, as of a recent date, of Seller from Seller’s state of formation (B) the allotment and a certificate of good standing, as of a recent date, of Seller from each state in which it is qualified to conduct business, the resolutions referenced in subsection (A)(2) are still in effect and nothing has occurred since the date of the issuance of the certificate(s) referenced in subsection (A)(3) that would adversely affect Seller’s existence or good standing in any such jurisdictionPrimary Equity Interests to Purchaser; (hii) the Lock-Up certificate to be delivered pursuant to Section 8.2(d); (iii) a counterpart of the Transition Services Agreement, duly executed by Seller, if the Parent Shares are to be issued at the Closing pursuant to Section 3.2(c)Purchased Entity and each Seller Entity named as a party thereto; (iiv) a counterpart of the Closing StatementAmended and Restated LLC Agreement, duly executed by the Purchased Entity and each Seller Entity named as a duly authorized officer of Sellerparty thereto; (jv) a counterpart of the schedule reflecting Registration Rights Agreement, duly executed by the Accrued Vacation CreditPurchased Entity and each Seller Entity named as a party thereto; (vi) only if and to the extent, between the date hereof and the Closing, the Seller or any of its Subsidiaries (including the Purchased Entity) incurs any indebtedness for borrowed money secured by any Transferred Assets (any such indebtedness, “Interim Secured Debt”), customary lien release documents, executed from the Persons to whom such Interim Secured Debt is owed (or the applicable agent thereunder on their behalf) which shall provide that the Liens on the Transferred Assets securing such Interim Secured Debt shall, prior to or substantially concurrently with the Closing, be released and terminated; (vii) an IRS form W-9 from each Seller Entity (or, in the case of a Seller Entity that is disregarded as required pursuant to Section 7.7(bseparate from another Person, such other Person); and (kviii) such other bills of sale, assignments and any other instruments of transfer or conveyance, including without limitation, a domain name assignment, trademark assignment and any applicable trade name assignments, duly executed by Seller, as may be reasonably requested by Buyer documents that are necessary to effect the sale, conveyance and delivery of the Purchased Assets to Buyertransactions contemplated by this Agreement.

Other Closing Deliveries. Seller Without limiting the generality of any of the conditions to Closing contained in Sections 7 and 8, and in addition to the deliveries set forth in Section 5, no later than one Business Day prior to each Closing, the Company shall deliver or shall cause to be delivered to Buyer the Investor the following: 6.1 a copy of a duly executed and lodged Cleansing Statement and Appendix 3B and confirmation that they have been lodged by the Company with ASX, in respect of the Tranche Repayment Shares issued by the Company to the Investor or its designee or nominee as repayment of the Prior Tranche; 6.2 a copy of the relevant page of the ASX Daily Schedule or notification from ASX evidencing that ASX has granted quotation of the Tranche Repayment Shares issued by the Company to the Investor or its designee or nominee as repayment of the Prior Tranche; 6.3 a holding statement and an option certificate from the Company’s securities registrar confirming that the name of the Investor or its designee or nominee has been entered onto the Company’s Share register and option register, as holding (a) Seller’s Customer Listthe Tranche Options granted to the Investor or its designee or nominee, updated as pursuant to Section 10.4, in connection with the Repayment of the Closing Date; Prior Tranche and (b) lease amendment and assignment documents in a form reasonably acceptable the Tranche Repayment Shares issued to Buyer and Seller, duly executed by Seller and any other required Persons and in forms satisfactory to Buyer (the “Existing Lease Assignments”), Investor or its designee or nominee as Repayment of the Prior Tranche pursuant to which the Existing Leases shall be assumed by Buyer, together with Landlord Estoppel Certificates and Subordination, Non-Disturbance and Attornment Agreements to the extent requested by BuyerSection 10.1; (c) the Assumption Agreement, duly executed by Seller; (d) the Consulting Agreement, duly executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (e) a General Assignment and ▇▇▇▇ of Sale, in a form acceptable to Buyer and Seller, duly executed by Seller; (f) an Employment Agreement, duly executed by each Key Employee; (g) a certificate 6.4 copies of the secretary of Seller, in form and substance reasonably satisfactory to Buyer, certifying that attached thereto is a true, correct and complete copy of the articles or certificate of organization or formation of Seller, certified as of a recent date by the Secretary of State of Seller’s state of formation and the operating agreement of Seller, to the extent applicable, resolutions duly adopted by the board Board of managers and members of Seller authorizing the performance Directors of the transactions contemplated by this Agreement and the execution and delivery of Company approving the Transaction Documents and the Contemplated Transactions, to the extent to which it is a party and a certificate such resolutions are, in the reasonable opinion of existence the Investor, or good standingpursuant to any Australian Law, required in addition to the resolutions referred to in Section 5.3, prior to the consummation of those Contemplated Transactions that, as of a recent date, of Seller from Seller’s state of formation and a certificate of good standing, as of a recent date, of Seller from each state in which it is qualified to conduct business, the resolutions referenced in subsection (A)(2) are still in effect and nothing has occurred since the date of such Closing, remain to be consummated; 6.5 copies of all valid consents, permits, approvals, registrations and waivers that may, in the issuance reasonable opinion of the certificate(s) referenced in subsection (A)(3) Investor, be necessary or appropriate for the consummation of those Contemplated Transactions that would adversely affect Seller’s existence or good standing in any such jurisdiction; (h) the Lock-Up Agreement, duly executed by Seller, if the Parent Shares are to be issued consummated at the Closing pursuant to Section 3.2(c); (i) the Closing Statement, duly executed by a duly authorized officer of Seller; (j) the schedule reflecting the Accrued Vacation Credit, as required pursuant to Section 7.7(b); and (k) such other bills of sale, assignments and other instruments of transfer or conveyanceClosing, including without limitation, a domain name assignment, trademark assignment approvals for the purpose of Listing Rule 7.1 and any applicable trade name assignments, duly executed by Seller, as may be reasonably requested by Buyer to effect the sale, conveyance and delivery section 611 of the Purchased Assets to Buyer.Corporations Act;

Other Closing Deliveries. Seller (a) At the Initial Closing, Sellers shall deliver deliver, or shall cause to be delivered delivered, to Buyer the followingBuyer: (ai) evidence reasonably satisfactory to Buyer that the Intercompany Agreements to be terminated, commuted, released or discharged in accordance with Section 6.3(b) have been so terminated, commuted, released or discharged, as applicable; provided, that any Intercompany Agreements terminated, commuted, released or discharged pursuant to and in accordance with the terms of the Transition Agreement shall be deemed to be satisfactory to Buyer; (ii) a certificate of an authorized officer of each Seller’s Customer List, updated dated as of the Initial Closing Date, to the effect that the conditions specified in Section 7.2(a) and Section 7.2(b) have been satisfied by each Seller and the Group Companies; (iii) a certified copy of the resolutions of each Seller’s board of directors authorizing the execution and delivery of this Agreement and the Instrument of Assignment and the consummation of the transactions contemplated hereby and thereby; (iv) a certified copy of the resolutions of RemainCo’s board of directors (or equivalent governing body) authorizing the execution and delivery of the RemainCo Railcar Management Agreement(s) and the consummation of the transactions contemplated thereby; (v) written resignations of each of the managers or directors (or, in the case of the Company, each member of the executive committee) of each Group Company in their capacities as such, which resignations shall be effective as of the Initial Closing, except for such managers or directors that Buyer specifies in writing to Sellers prior to the Initial Closing Date or any managers or directors that are required by the Group Company Credit Facilities to remain in place; (vi) written resignations of each of the officers of each Group Company who is an employee of Sellers or any Sellers’ Affiliate (other than any Group Company) or who is listed on Section 6.3(c) of the Company Disclosure Schedule, which resignations shall be effective as of the Initial Closing, except for any such officers that Buyer specifies in writing to Sellers prior to the Initial Closing Date; (b) lease amendment and assignment documents in a form reasonably acceptable to Buyer and Seller, duly executed by Seller and any other required Persons and in forms satisfactory to Buyer (the “Existing Lease Assignments”), pursuant to which the Existing Leases shall be assumed by Buyer, together with Landlord Estoppel Certificates and Subordination, Non-Disturbance and Attornment Agreements to the extent requested by Buyer; (c) the Assumption Agreement, duly executed by Seller; (d) the Consulting Agreement, duly executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (e) a General Assignment and ▇▇▇▇ of Sale, in a form acceptable to Buyer and Seller, duly executed by Seller; (f) an Employment Agreement, duly executed by each Key Employee; (gvii) a certificate of the secretary of Sellerfrom each Seller or, if any Seller is an entity disregarded as separate from its tax owner, each such tax owner, in form and substance as prescribed by Treasury Regulations promulgated under Code section 1445, stating that each Seller (or, if applicable, such tax owner) is not a “foreign person” within the meaning of Code section 1445; and if any Seller (or, if applicable, such tax owner) fails to provide such certificate, Buyer shall have the right pursuant to Section 2.6 to withhold any amounts required to be withheld under the Code and applicable law, and proceed with the Initial Closing; (viii) if applicable, the Payoff Letters required to be delivered pursuant to Section 6.18(b), Section 6.19(a) and Section 6.20(a) (and, if applicable, Payoff Letters required to be delivered pursuant to Section 6.22) and evidence reasonably satisfactory to BuyerBuyer that any and all Liens on all railcars or rolling stock constituting Final Directive Cars granted in connection with Group Company Credit Facilities have been terminated or released, certifying that attached thereto is a true, correct and complete copy or will be terminated or released concurrently with the occurrence of the articles or certificate Initial Closing Date; (ix) the final documents utilized to effect the actions to be taken pursuant to Section 6.25(b) to transfer the Final Directive Cars to RemainCo and to transfer the equity of organization or formation of SellerRemainCo to Sellers; (x) if applicable, certified documentary evidence reasonably satisfactory to Buyer that the Substitution was effected and that no Final Directive Cars are pledged as of a recent date collateral under the NCF II Credit Agreement; (xi) the RemainCo Railcar Management Agreement(s), duly executed by the Secretary of State of Seller’s state of formation RemainCo and the operating agreement of SellerCompany; and (xii) such other certificates (including secretary, incumbency and good standing certificates), documents and instruments as may be reasonably necessary for Sellers to the extent applicable, resolutions duly adopted by the board of managers and members of Seller authorizing the performance of consummate the transactions contemplated by this Agreement with respect to the Initial Closing. (b) At the Initial Closing, Buyer shall deliver, or cause to be delivered, to Sellers: (i) a certificate of an authorized officer of Buyer, dated as of the Initial Closing Date, to the effect that the conditions specified in Section 7.3(a) and Section 7.3(b) have been satisfied; (ii) a certified copy of the resolutions of Buyer’s board of directors (or other governing body) authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; and (iii) such other certificates (including secretary, incumbency and good standing certificates), documents and instruments as may be reasonably necessary for Buyer to consummate the transactions contemplated by this Agreement with respect to the Initial Closing. (c) At each Subsequent Closing, Sellers shall deliver, or cause to be delivered, to Buyer: (i) a certified copy of the resolutions of RemainCo’s board of directors (or equivalent governing body) authorizing the sale of the Option Cars and the execution and delivery of the Transaction Ancillary Documents to which it is a party required by such Subsequent Closing and a certificate of existence or good standing, as of a recent date, of Seller from Seller’s state of formation and a certificate of good standing, as of a recent date, of Seller from each state in which it is qualified to conduct business, the resolutions referenced in subsection (A)(2) are still in effect and nothing has occurred since the date consummation of the issuance of the certificate(s) referenced in subsection (A)(3) that would adversely affect Seller’s existence or good standing in any such jurisdictiontransactions contemplated thereby; (hii) a certificate from RemainCo or, if RemainCo is an entity disregarded as separate from its tax owner, such tax owner, in form and substance as prescribed by Treasury Regulations promulgated under Code section 1445, stating that RemainCo (or, if applicable, such tax owner) is not a “foreign person” within the meaning of Code section 1445; and if RemainCo (or, if applicable, such tax owner) fails to provide such certificate, Buyer shall have the right pursuant to Section 2.6 to withhold any amounts required to be withheld under the Code and applicable law, and proceed with the Subsequent Closing; (iii) an executed Option ▇▇▇▇ of Sale; (iv) an executed Option Assignment and Assumption Agreement; (v) an executed Subsequent Closing Certificate; (vi) the Lock-Up Agreement, duly executed by Seller, if the Parent Shares are documents required to be issued at the delivered on or prior to such Subsequent Closing pursuant to Section 3.2(c6.5, to the extent not already delivered to Buyer; and (vii) such other certificates (including secretary, incumbency and good standing certificates);, documents and instruments as may be reasonably necessary for Sellers and RemainCo to consummate the transactions contemplated by this Agreement with respect to such Subsequent Closing. (d) At each Subsequent Closing, Buyer shall deliver, or cause to be delivered, to Sellers: (i) a certified copy of the resolutions of Buyer’s board of directors (or other governing body) authorizing the execution and delivery of the Ancillary Documents required by such Subsequent Closing Statement, duly and the consummation of the transactions contemplated thereby (ii) an executed by Option ▇▇▇▇ of Sale; (iii) an executed Option Assignment and Assumption Agreement; (iv) a duly certificate of an authorized officer of Seller; (jBuyer, dated as of such Subsequent Closing Date, to the effect that the conditions specified in Section 7.6(a) the schedule reflecting the Accrued Vacation Credit, as required pursuant to Section 7.7(b)have been satisfied; and (kv) such other bills of salecertificates (including secretary, assignments incumbency and other good standing certificates), documents and instruments of transfer or conveyance, including without limitation, a domain name assignment, trademark assignment and any applicable trade name assignments, duly executed by Seller, as may be reasonably requested by necessary for Buyer to effect consummate the sale, conveyance and delivery of the Purchased Assets transactions contemplated by this Agreement with respect to Buyersuch Subsequent Closing.

Other Closing Deliveries. Seller Without limiting the generality of any of the conditions to Closing contained in Sections 7 and 8, and in addition to the deliveries set forth in Section 5, no later than one Business Day prior to each Closing, the Company shall deliver or shall cause to be delivered to Buyer the Investor the following: 6.1 a copy of a duly executed and lodged Cleansing Statement and Appendix 3B and confirmation that they have been lodged by the Company with ASX, in respect of the Tranche Repayment Shares issued by the Company to the Investor or its designee or nominee as repayment of the Prior Tranche; 6.2 a copy of the relevant page of the ASX Daily Schedule or notification from ASX evidencing that ASX has granted quotation of the Tranche Repayment Shares issued by the Company to the Investor or its designee or nominee as repayment of the Prior Tranche; 6.3 a holding statement and an option certificate from the Company’s securities registrar confirming that the name of the Investor or its designee or nominee has been entered onto the Company’s Share register and option register, as holding (a) Seller’s Customer Listthe Tranche Options granted to the Investor or its designee or nominee, updated as pursuant to Section 10.4, in connection with the Repayment of the Closing Date; Prior Tranche and (b) lease amendment and assignment documents in a form reasonably acceptable the Tranche Repayment Shares issued to Buyer and Seller, duly executed by Seller and any other required Persons and in forms satisfactory to Buyer (the “Existing Lease Assignments”), Investor or its designee or nominee as Repayment of the Prior Tranche pursuant to which the Existing Leases shall be assumed by Buyer, together with Landlord Estoppel Certificates and Subordination, Non-Disturbance and Attornment Agreements to the extent requested by BuyerSection 10.1; (c) the Assumption Agreement, duly executed by Seller; (d) the Consulting Agreement, duly executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (e) a General Assignment and ▇▇▇▇ of Sale, in a form acceptable to Buyer and Seller, duly executed by Seller; (f) an Employment Agreement, duly executed by each Key Employee; (g) a certificate 6.4 copies of the secretary of Seller, in form and substance reasonably satisfactory to Buyer, certifying that attached thereto is a true, correct and complete copy of the articles or certificate of organization or formation of Seller, certified as of a recent date by the Secretary of State of Seller’s state of formation and the operating agreement of Seller, to the extent applicable, resolutions duly adopted by the board Board of managers and members of Seller authorizing the performance Directors of the transactions contemplated by this Agreement and the execution and delivery of Company approving the Transaction Documents and the Contemplated Transactions, to the extent to which it is a party and a certificate such resolutions are, in the reasonable opinion of existence the Investor, or good standingpursuant to any Australian Law, required in addition to the resolutions referred to in Section 5.3, prior to the consummation of those Contemplated Transactions that, as of a recent date, of Seller from Seller’s state of formation and a certificate of good standing, as of a recent date, of Seller from each state in which it is qualified to conduct business, the resolutions referenced in subsection (A)(2) are still in effect and nothing has occurred since the date of such Closing, remain to be consummated; 6.5 copies of all valid consents, permits, approvals, registrations and waivers that may, in the issuance reasonable opinion of the certificate(s) referenced in subsection (A)(3) Investor, be necessary or appropriate for the consummation of those Contemplated Transactions that would adversely affect Seller’s existence or good standing in any such jurisdictionbe consummated at the Closing, including approvals for the purpose of Listing Rule 7.1 and section 611 of the Corporations Act; (h) 6.6 copies of such additional documents, certificates, payment, assignments, transfers and other deliveries as the Lock-Up Agreement, duly executed by Seller, if Investor or its legal counsel may reasonably request or as are customary in Australia to effect a closing of the Parent Shares are to be issued at the Closing pursuant to Section 3.2(c); (i) the Closing Statement, duly executed by a duly authorized officer of Seller; (j) the schedule reflecting the Accrued Vacation Credit, as required pursuant to Section 7.7(b)matters herein contemplated; and (k) such other bills 6.7 the flow of salefunds request, assignments and other instruments of transfer or conveyance, including without limitation, a domain name assignment, trademark assignment and any applicable trade name assignments, duly executed by Seller, as may be reasonably requested by Buyer to effect substantially in the sale, conveyance and delivery of the Purchased Assets to Buyer.form set forth in Exhibit E.