Common use of Transactions and Documents at Closing Clause in Contracts

Transactions and Documents at Closing. (a) At the Closing: (i) Sellers shall convey to Purchaser the Interests, free and clear of any and all Encumbrances other than the Permitted Restrictions (each as hereinafter defined in Section 3.3), and in furtherance thereof Sellers shall deliver to Purchaser an executed Member Interest Power in substantially the form attached hereto as Exhibit A ("Member Interest Power"); (ii) Preferred Stock Seller shall deliver to Purchaser a duly authorized and executed Preferred Stock Purchase Agreement, pursuant to which Preferred Stock Seller shall assign its right to receive the Stock Consideration in exchange for the consideration set forth in the Preferred Stock Purchase Agreement; (iii) The Sellers shall deliver to Purchaser a duly authorized and executed Preferred Stock Assignment Agreement; (iv) At the Closing, Sellers shall deliver to Purchaser: (A) certificates representing the Interests, accompanied by Member Interest Powers duly executed in blank or such other duly executed instruments of transfer as may be reasonably requested by the Purchaser; (B) certified copies of the Certificates of Formation and Limited Liability Company Agreements of Metal Resources and the Company, each as amended to date; (C) written resignations of all of the managers and officers of Metal Resources; (D) releases from any Person that shall be paid Unsatisfied Seller Expenses pursuant to Section 1.2(a) and the Payoff Letters reflecting all outstanding Company Indebtedness to be repaid at Closing and any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of Company Indebtedness; (E) each of the consents as set forth on Schedule 3.6; (F) certificates of good standing for Metal Resources and the Company issued by the Secretary of State of the State of Delaware; (G) a certificate from an officer of the Company, given by him or her on behalf of the Company and not in his or her individual capacity, to the effect that the conditions set forth in Sections 6.2 and 6.3 have been satisfied; (H) all other documents, instruments and writings reasonably requested by Purchaser (not less than five (5) business days prior to Closing) that are to be delivered by Sellers at or prior to the Closing Date pursuant to this Agreement, or otherwise in connection herewith; and (v) In addition to the Assignment and Assumption Agreement described in Section 1.8(a)(i) above, at the Closing, Purchaser shall deliver to the Sellers: (A) the Initial Cash Purchase Price; (B) the Stock Consideration; (C) certificates of good standing for each of the Purchaser and Parent issued by the Secretary of State of the State of Delaware; (D) duly adopted resolutions of the Board of Directors of Purchaser, certified by Purchaser's Secretary or Assistant Secretary, dated the Closing Date, authorizing and approving the execution of this Agreement, the purchase of the Interests and all other action necessary to enable Purchaser to comply with the terms hereof; (E) duly adopted resolutions of the Board of Managers of Parent, certified by Parent's secretary or assistant secretary, dated as of the Closing Date, authorizing and approving the execution of this Agreement, the purchase of the Interests by Purchaser and all other action necessary to enable Parent to comply with the terms hereof; (F) certificates from officers of each of Purchaser and Parent, given by him or her on behalf of Purchaser and Parent, respectively, and not in his or her individual capacity, to the effect that the conditions set forth in Sections 6.2 and 6.3 have been satisfied; and (vi) Sellers (other than the Preferred Stock Seller) shall deliver to Preferred Stock Seller a duly authorized and executed Preferred Stock Assignment Agreement; (b) All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective (except to the extent that the party entitled to the benefit thereof has waived satisfaction or performance thereof as a condition precedent to Closing). (c) Each party shall, at the request of any other party from time to time and at any time, whether on or after the Closing Date, and without further consideration, execute and deliver such deeds, assignments, transfers, assumptions, conveyances, powers of attorney, receipts, acknowledgments, acceptances, assurances and take such other actions as may be reasonably necessary to procure for the party so requesting, and its successors and assigns, or for aiding and assisting in collecting and reducing to possession, the Interests, or otherwise to satisfy and perform the obligations of such party hereunder.

Transactions and Documents at Closing. (a) At the Closing: (a) All North America Assets consisting of real estate owned by Enterprises will be transferred and conveyed to Printpack by appropriate deeds; such deeds will be recorded and the required filing fees and transfer taxes paid; (b) The real estate constituting Printpack's Elgin, Illinois plant will be transferred and conveyed by Printpack to IHC by appropriate deeds, such deeds will be recorded and the required filing fees and transfer taxes paid; (c) All intellectual property of Printpack and Enterprises will be transferred to IHC and appropriate instruments prepared and executed for recording in the U.S. Patent and Trademark Office and other appropriate governmental offices with respect to patents and trademarks; (d) All North America Assets consisting of tangible personal property or intangible personal property (other than intellectual property) owned by Enterprises will be transferred and conveyed to Printpack by means of a blanket bill ▇▇ sale, with appropriate resale certificates or other required documentation; (e) All North American Assets consisting of real or personal property leases will be assigned and transferred to Printpack together with all required lessor and landlord consents and approvals; (f) All North American Assets consisting of contracts to which Enterprises is a party will be assigned and transferred to Printpack together with all required third party consents and approvals. (g) Existing collective bargaining agreements, if any, to which Enterprises is a party will be assigned to Printpack, with appropriate negotiation with the applicable unions; (h) All licenses of intellectual property rights from third parties to Enterprises or Printpack will be assigned and transferred to IHC, together with all required licensor consents and approvals; (i) Sellers shall convey To the extent assignable, any governmental licenses or permits held by Enterprises and relating to Purchaser the InterestsNorth American Assets will be assigned or transferred to Printpack or IHC, free as appropriate; (j) Printpack and/or IHC will undertake to obtain new licenses, permits, registrations and clear of any and all Encumbrances identification numbers, to the extent that these cannot be transferred from Enterprises or Printpack, including, without limitation: (i) state qualifications to transact business as a foreign corporation in each state other than in the Permitted Restrictions (each as hereinafter defined in Section 3.3), and in furtherance thereof Sellers shall deliver to Purchaser an executed Member Interest Power in substantially the form attached hereto as Exhibit A ("Member Interest Power")state of incorporation; (ii) Preferred Stock Seller shall deliver to Purchaser a duly authorized sales tax numbers and executed Preferred Stock Purchase Agreement, pursuant to which Preferred Stock Seller shall assign its right to receive the Stock Consideration in exchange for the consideration set forth in the Preferred Stock Purchase Agreementother tax identification numbers; (iii) The Sellers shall deliver to Purchaser a duly authorized and executed Preferred Stock Assignment Agreement;business licenses; and (iv) At the Closing, Sellers shall deliver to Purchaser: (A) certificates representing the Interests, accompanied by Member Interest Powers duly executed in blank or such other duly executed instruments of transfer as may be reasonably requested by the Purchaser; (B) certified copies of the Certificates of Formation state and Limited Liability Company Agreements of Metal Resources federal environmental permits and the Company, each as amended to date; (C) written resignations of all of the managers and officers of Metal Resources; (D) releases from any Person that shall be paid Unsatisfied Seller Expenses pursuant to Section 1.2(a) and the Payoff Letters reflecting all outstanding Company Indebtedness to be repaid at Closing and any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of Company Indebtedness; (E) each of the consents as set forth on Schedule 3.6; (F) certificates of good standing for Metal Resources and the Company issued by the Secretary of State of the State of Delaware; (G) a certificate from an officer of the Company, given by him or her on behalf of the Company and not in his or her individual capacity, to the effect that the conditions set forth in Sections 6.2 and 6.3 have been satisfied; (H) all other documents, instruments and writings reasonably requested by Purchaser (not less than five (5) business days prior to Closing) that are to be delivered by Sellers at or prior to the Closing Date pursuant to this Agreement, or otherwise in connection herewith; and (v) In addition to the Assignment and Assumption Agreement described in Section 1.8(a)(i) above, at the Closing, Purchaser shall deliver to the Sellers: (A) the Initial Cash Purchase Price; (B) the Stock Consideration; (C) certificates of good standing for each of the Purchaser and Parent issued by the Secretary of State of the State of Delaware; (D) duly adopted resolutions of the Board of Directors of Purchaser, certified by Purchaser's Secretary or Assistant Secretary, dated the Closing Date, authorizing and approving the execution of this Agreement, the purchase of the Interests and all other action necessary to enable Purchaser to comply with the terms hereof; (E) duly adopted resolutions of the Board of Managers of Parent, certified by Parent's secretary or assistant secretary, dated as of the Closing Date, authorizing and approving the execution of this Agreement, the purchase of the Interests by Purchaser and all other action necessary to enable Parent to comply with the terms hereof; (F) certificates from officers of each of Purchaser and Parent, given by him or her on behalf of Purchaser and Parent, respectively, and not in his or her individual capacity, to the effect that the conditions set forth in Sections 6.2 and 6.3 have been satisfied; and (vi) Sellers (other than the Preferred Stock Seller) shall deliver to Preferred Stock Seller a duly authorized and executed Preferred Stock Assignment Agreement; (b) All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective (except to the extent that the party entitled to the benefit thereof has waived satisfaction or performance thereof as a condition precedent to Closing)licenses. (ck) Each party shallExisting insurance coverage held by Enterprises with respect to the North American Assets (including but not limited to casualty insurance for assets transferred, at the request liability insurance of any other party from time to time and at any time, whether on or after the Closing Datevarious types, and without further considerationobligations for coverage related to unemployment and workers' compensation) will be transferred to Printpack and existing insurance coverage held by Printpack with respect to the Illinois assets (including but not limited to casualty insurance for assets transferred, execute and deliver such deeds, assignments, transfers, assumptions, conveyances, powers liability insurance of attorney, receipts, acknowledgments, acceptances, assurances and take such other actions as may be reasonably necessary to procure for the party so requestingvarious types, and its successors obligations for coverage related to unemployment and assignsworker's compensation) will be transferred to IHC, or for aiding and assisting in collecting and reducing to possession, the Interests, or otherwise to satisfy and perform the obligations of such party hereunderappropriate new insurance coverage obtained by Printpack and/or IHC.

Transactions and Documents at Closing. (a) At the Closing: (i) Sellers shall convey to Purchaser the Interests, free and clear of any and all Encumbrances other than the Permitted Restrictions (each as hereinafter defined in Section 3.3), and in furtherance thereof Sellers shall deliver to Purchaser an executed Member Interest Power in substantially the form attached hereto as Exhibit A ("Member Interest Power"); (ii) Preferred Stock Seller shall deliver to Purchaser a duly authorized and executed Preferred Stock Purchase Agreement, pursuant to which Preferred Stock Seller shall assign its right to receive the Stock Consideration in exchange for the consideration set forth in the Preferred Stock Purchase Agreement; (iii) The Sellers shall deliver to Purchaser a duly authorized and executed Preferred Stock Assignment Agreement; (iv) At the Closing, Sellers shall deliver to Purchaser: : (A) certificates representing the Interests, accompanied by Member Interest Powers duly executed in blank or such other duly executed instruments of transfer as may be reasonably requested by the Purchaser; (B) certified copies of the Certificates of Formation and Limited Liability Company Agreements of Metal Resources and the Company, each as amended to date; (C) written resignations of all of the managers and officers of Metal Resources; (D) releases from any Person that shall be paid Unsatisfied Seller Expenses pursuant to Section 1.2(a) and the Payoff Letters reflecting all outstanding Company Indebtedness to be repaid at Closing and any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of Company Indebtedness; (E) each of the consents as set forth on Schedule 3.6; (F) certificates of good standing for Metal Resources and the Company issued by the Secretary of State of the State of Delaware; (G) a certificate from an officer of the Company, given by him or her on behalf of the Company and not in his or her individual capacity, to the effect that the conditions set forth in Sections 6.2 and 6.3 have been satisfied; (H) all other documents, instruments and writings reasonably requested by Purchaser (not less than five (5) business days prior to Closing) that are to be delivered by Sellers at or prior to the Closing Date pursuant to this Agreement, or otherwise in connection herewith; and (v) In addition to the Assignment and Assumption Agreement described in Section 1.8(a)(i) above, at the Closing, Purchaser shall deliver to the Sellers: (A) the Initial Cash Purchase Price; (B) the Stock Consideration; (C) certificates of good standing for each of the Purchaser and Parent issued by the Secretary of State of the State of Delaware; (D) duly adopted resolutions of the Board of Directors and Shareholders of PurchaserSeller, certified by Purchaser's the Secretary or Assistant Secretary, dated the Closing Date, authorizing and approving the execution of this Agreement, the purchase Secretary of the Interests and all other action necessary to enable Purchaser to comply with the terms hereof; (E) duly adopted resolutions of the Board of Managers of Parent, certified by Parent's secretary or assistant secretarySeller, dated as of the Closing Date, authorizing and approving the execution of this Agreement, the purchase of the Interests by Purchaser Agreement and all other action necessary to enable Parent Seller to comply with the terms hereof; ; (FB) certificates an opinion from officers ▇▇▇▇, ▇▇▇▇▇ & Cate, counsel to Seller and the Shareholders, dated as of each the Closing Date, in substantially the form attached hereto as Exhibit A; (C) such consents, authorizations and approvals as are necessary for the consummation of Purchaser the transactions contemplated herein from any and Parentall Governments having jurisdiction over the transactions contemplated by this Agreement, given or any part hereof; (D) such consents and approvals from any other Persons having business relations with the Seller as are necessary in Purchaser's reasonable opinion for the assignment to and assumption by him or her on behalf of Purchaser and Parent, respectivelyPurchaser, and not the continuation in his full force and effect after the Closing, of the Assigned Contracts and Seller's Business in the same manner as conducted prior to Closing; and (E) such estoppel certificates or her individual capacityother instruments from such of Seller's lessors and lenders, in form and substance reasonably satisfactory to Purchaser, regarding the effect that the conditions set forth in Sections 6.2 and 6.3 have been satisfiedstatus of all Assigned Contracts, as Purchaser shall reasonably designate; and (viii) Sellers (other than the Preferred Stock Seller) Purchaser shall deliver to Preferred Stock Seller (A) duly adopted resolutions of the Board of Directors of Purchaser, certified by the Secretary or Assistant Secretary of the Purchaser, dated as of the Closing Date, authorizing and approving the execution of this Agreement and all other action necessary to enable Purchaser to comply with the terms hereof; (B) an opinion from ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, counsel to Purchaser, dated as of the Closing Date, in substantially the form attached hereto as Exhibit B attached hereto. (b) At the Closing: (i) Seller shall convey to Purchaser all of Seller's right, title and interest in and to the Transferred Assets, free and clear of any and all Liens (as defined in Paragraph 7.11(l) hereof), except Permitted Liens (as defined in Paragraph 3.11 hereof), and in furtherance thereof shall deliver to Purchaser a duly authorized General Assignment and executed Preferred Stock Assignment Agreement▇▇▇▇ of Sale in substantially the form attached hereto as Exhibit C, together with such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as Purchaser and its legal counsel shall reasonably request; and (ii) upon such delivery by Seller, Purchaser shall (A) pay the Cash Portion of the Purchase Price to Seller, in immediately available funds, (B) assume the Assumed Liabilities by delivering to Seller an Assumption Agreement in substantially the form attached hereto as Exhibit D, and (C) pay the Bank Portion of the Purchase Price to the Bank in immediately available funds; (biii) following such actions, Purchaser and ▇▇▇ ▇▇▇▇▇▇▇ shall each deliver to the other a fully executed copy of the First Consulting Agreement (as defined in Paragraph 2.3 hereof) and Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall each deliver to the other a fully executed copy of the Second Consulting Agreement (as defined in Paragraph 2.3 hereof); and (iv) following such actions, Purchaser and ▇▇▇ ▇▇▇▇▇▇▇ shall each deliver to the other a fully executed copy of the Lincolnwood Lease, the Alsip Lease, and the ▇▇▇▇ Lease (each as defined in Paragraph 2.8 hereof). (c) All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective (except to the extent that the party entitled to the benefit thereof has waived satisfaction or performance thereof as a condition precedent to Closing). (cd) Each party shall, at the request of any other party from time to time and at any time, whether on or after the Closing Datedate hereof, and without further consideration, execute and deliver such deeds, assignments, transfers, assumptions, conveyances, powers of attorney, receipts, acknowledgments, acceptances, acceptances and assurances and take such other actions as may be reasonably necessary to procure for the party so requesting, and its successors and assigns, or for aiding and assisting in collecting and reducing to possession, any and all of the InterestsTransferred Assets or the Assumed Liabilities, or otherwise to satisfy and perform the obligations of such party the parties hereunder.

Transactions and Documents at Closing. (a) At the Closing: (i) Sellers Seller shall convey to Purchaser the Interests, free and clear of any and all Encumbrances other than Encumbrances arising under the Permitted Restrictions (each as hereinafter defined in Section 3.3), Securities Act and in furtherance thereof Sellers shall deliver to Purchaser an executed Member Interest Power in substantially the form attached hereto as Exhibit A ("Member Interest Power")applicable state securities laws; (ii) Preferred Stock Seller shall deliver to Purchaser a duly authorized and executed Preferred Stock Purchase Agreement, pursuant to which Preferred Stock Seller shall assign its right to receive the Stock Consideration in exchange for the consideration set forth in the Preferred Stock Purchase Agreement; (iii) The Sellers shall deliver to Purchaser a duly authorized and executed Preferred Stock Assignment Agreement; (iv) At the Closing, Sellers shall deliver to Purchaser: (A) certificates representing the Interests, accompanied by Member Interest Powers duly executed in blank or such other A. duly executed instruments of assignment and transfer as may be with respect to the Interests in a form reasonably requested by the acceptable to Purchaser; (B) B. certified copies of the Certificates Certificate of Formation and Limited Liability Company Agreements Agreement of Metal Resources and the each Company, each as amended to date; C. fully executed copies of payoff letter(s) in form and substance reasonably satisfactory to Purchaser reflecting either (Cx) written resignations of all the repayment and satisfaction of the managers and officers of Metal Resources; (D) releases from any Person that shall be paid Unsatisfied Seller Expenses pursuant to Section 1.2(a) and the Payoff Letters reflecting all outstanding Company Indebtedness specified to be repaid at Closing as set forth on Schedule 3.19 or (y) the release of the Companies as obligors of such Indebtedness, each of which shall provide that (1) all Encumbrances on the Interests and the assets of the Company shall be released and terminated automatically upon, and subject only to, receipt of the payoff amounts indicated therein, (2) the Persons executing such payoff letter shall have all authorizations and power required, without approval of any other Person, to cause the Encumbrance releases provided for therein on behalf of all beneficiaries of such Encumbrances, and (3) Purchaser and its Affiliates (including, from and after the Closing, the Companies) shall be entitled to rely thereon; and any necessary UCC termination statements or other releases as may be reasonably required to evidence the repayment and satisfaction of Company such Indebtedness or the release of the Companies as obligors of such Indebtedness and the release of such Encumbrances; and all possessory collateral securing any such Indebtedness; (E) each of D. the consents as set forth on Schedule 3.6, each in a form reasonably acceptable to Purchaser; (F) certificates E. a certificate of good standing for Metal Resources and the each Company issued by the Secretary of State of the State jurisdiction of Delawareits respective formation; (G) a certificate from an officer of the Company, given by him or her on behalf of the Company and not in his or her individual capacity, to the effect that the conditions set forth in Sections 6.2 and 6.3 have been satisfied; (H) all other documents, instruments and writings reasonably requested by Purchaser (not less than five (5) business days prior to Closing) that are to be delivered by Sellers at or prior to the Closing Date pursuant to this Agreement, or otherwise in connection herewith; and (v) In addition to the Assignment and Assumption Agreement described in Section 1.8(a)(i) above, at the Closing, Purchaser shall deliver to the Sellers: (A) the Initial Cash Purchase Price; (B) the Stock Consideration; (C) certificates of good standing for each of the Purchaser and Parent issued by the Secretary of State of the State of Delaware; (D) F. duly adopted resolutions of the Board members or managers of Directors of PurchaserSeller, certified by Purchaser's Secretary or Assistant Secretary, dated the Closing Date, authorizing and approving the execution one of this Agreement, the purchase of the Interests and all other action necessary to enable Purchaser to comply with the terms hereof; (E) duly adopted resolutions of the Board of Managers of Parent, certified by Parent's secretary or assistant secretary, dated its officers as of the Closing Date, authorizing and approving the execution of this Agreement, the purchase transfer of the Interests by Purchaser and all other action necessary to enable Parent Seller to comply with the terms hereof; (FG. a certification of non-foreign status in the form prescribed by Treasury Regulation Section 1.1445-2(b) certificates with respect to Seller; H. a certificate from officers an officer of each of Purchaser and ParentSeller, given by him or her on behalf of Purchaser and Parent, respectivelySeller, and not in his or her individual capacity, in form and substance reasonably satisfactory to the effect Purchaser certifying that the conditions set forth in Sections 6.2 7.1 and 6.3 7.3 have been satisfied; I. the certificate required by Section 7.4; J. a copy of the Escrow Agreement, duly executed by Seller and the Escrow Agent, which Seller shall also deliver to the Escrow Agent; K. a counterpart of the Transition Services Agreement (the “Transition Services Agreement”), in form and substance satisfactory to Purchaser and Seller, regarding the provision of certain services by Seller or an affiliate thereof to the Companies and their affiliates after the Closing, such counterpart duly executed by Seller and, if applicable, one or more affiliates thereof and the Companies, as applicable; L. evidence that the Companies have forgiven any indebtedness, collectables, receivables, payables or other intercompany accounts owed to either Company from Seller Guarantor or any subsidiary of Seller Guarantor and evidence that, to the extent applicable, Seller Guarantor and each subsidiary of Seller Guarantor has forgiven any of same owed to Seller Guarantor or such subsidiary, as applicable, from either Company; provided that this subsection shall not apply to any indebtedness, collectables, receivables, payables or other intercompany accounts between Moncure and ▇▇▇▇▇▇▇; and M. such other agreements, certificates and documents as may be reasonably requested by Purchaser to effectuate or evidence the transactions contemplated hereby. (viiii) Sellers Purchaser shall: A. deliver to Seller payment of the Base Cash Consideration less the Escrow Amount by wire transfer in immediately available funds; B. deliver to the Escrow Agent the Escrow Amount; C. deliver to Seller and the Escrow Agent a copy of the Escrow Agreement, duly executed by Purchaser; D. deliver to Seller a certificate of existence and good standing for the Purchaser issued by the Secretary of State of its jurisdiction of formation; E. deliver to Seller true and complete copies of (1) duly adopted resolutions of the Board of Directors of Purchaser Guarantor certified by the Secretary or Assistant Secretary of Purchaser Guarantor as of the Closing Date, authorizing and approving the execution and delivery of this Agreement by Purchaser Guarantor and the performance of Purchaser Guarantor’s obligations hereunder, and (2) a duly executed written consent of the Sole Manager of Purchaser as of the Closing Date, authorizing and approving the execution and delivery of this Agreement by Purchaser and the performance of Purchaser’s obligations hereunder; F. deliver to Seller a certificate from an officer of Purchaser, given by him or her on behalf of Purchaser, and not in his or her individual capacity, in form and substance reasonably satisfactory to Seller certifying that the conditions set forth in Sections 8.1 and 8.2 have been satisfied; G. deliver to Seller a counterpart to the Transition Services Agreement duly executed by Purchaser; H. deliver to Seller evidence in form and substance reasonably satisfactory to Seller that Purchaser has provided substitute collateral sufficient to cause or otherwise has caused Seller Guarantor and any subsidiaries thereof (other than the Preferred Stock SellerCompanies) shall deliver to Preferred Stock be fully released from each of the agreements, contracts, insurance policies and letters of credit listed on Schedule 1.7(a)(iii); and I. such other agreements, certificates and documents as may be reasonably requested by Seller a duly authorized and executed Preferred Stock Assignment Agreementto effectuate or evidence the transactions contemplated hereby; (b) All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective (except to the extent that the party entitled to the benefit thereof has waived satisfaction or performance thereof as a condition precedent to ClosingClosing to the extent permitted by Law). (c) Each party shall, at the request of any other party from time to time from and at any time, whether on or after the Closing DateClosing, and without further consideration, execute and deliver such deeds, assignments, transfers, assumptions, conveyances, powers of attorney, receipts, acknowledgments, acceptances, and assurances and take such other actions as may be reasonably necessary to procure for the party so requesting, and its successors and assigns, or for aiding and assisting in collecting and reducing to possession, the Interests, or otherwise to satisfy and perform the obligations of such party hereunder.

Transactions and Documents at Closing. (a) At the Closing: (i) Sellers Seller shall convey to Purchaser all of the InterestsTransferred Assets, free and clear of any and all Encumbrances other than the Permitted Restrictions (each as hereinafter defined in Section 3.3)Liens, and in furtherance thereof Sellers shall deliver to Purchaser an executed Member Interest Power Assignment and ▇▇▇▇ of Sale in substantially the form attached hereto as of Exhibit A ("Member Interest Power")with respect to the Transferred Assets and such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance and certificates as Purchaser and its legal counsel shall reasonably request; (ii) Preferred Stock upon such delivery by Seller, Purchaser shall pay the cash portion of the Purchase Price (i) first, by wire transfer to Bank of immediately available funds in an amount sufficient to pay all Company Indebtedness due to Bank that is secured by a Lien on all or a part of the Transferred Assets (but only to the extent that Seller shall deliver has not otherwise satisfied the Company Indebtedness and provided evidence thereof satisfactory to Purchaser), and (ii) the excess, if any, next by paying the remaining portion thereof by wire transfer of immediately available funds to a bank account in the continental United States as advised in writing by Seller to Purchaser a duly authorized and executed Preferred Stock Purchase Agreement, pursuant no less than two Business Days prior to which Preferred Stock Seller shall assign its right to receive the Stock Consideration in exchange for the consideration set forth in the Preferred Stock Purchase AgreementClosing Date; (iii) The Sellers upon such delivery by Seller, Parent shall deliver to Purchaser a on behalf of Purchaser, certificates representing, in the aggregate, _________________ duly and validly authorized and executed Preferred Stock Assignment Agreement;issued, fully paid, non-assessable, unregistered shares of Parent's $0.10 par value per share common stock (collectively, the "Shares"); and (iv) At the Closing, Sellers shall deliver to Purchaser: (A) certificates representing the Interests, accompanied by Member Interest Powers duly executed in blank or such other duly executed instruments of transfer as may be reasonably requested by the Purchaser; (B) certified copies of the Certificates of Formation and Limited Liability Company Agreements of Metal Resources and the Company, each as amended to date; (C) written resignations of all of the managers and officers of Metal Resources; (D) releases from any Person that shall be paid Unsatisfied Seller Expenses pursuant to Section 1.2(a) and the Payoff Letters reflecting all outstanding Company Indebtedness to be repaid at Closing and any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of Company Indebtedness; (E) each of the consents as set forth on Schedule 3.6; (F) certificates of good standing for Metal Resources and the Company issued by the Secretary of State of the State of Delaware; (G) a certificate from an officer of the Company, given by him or her on behalf of the Company and not in his or her individual capacity, to the effect that the conditions set forth in Sections 6.2 and 6.3 have been satisfied; (H) all other documents, instruments and writings reasonably requested by Purchaser (not less than five (5) business days prior to Closing) that are to be delivered by Sellers at or prior to the Closing Date pursuant to this Agreement, or otherwise in connection herewith; and (v) In addition to the Assignment and Assumption Agreement described in Section 1.8(a)(i) above, at the Closing, Purchaser shall deliver assume the Assumed Liabilities by delivering to Seller an Instrument of Assumption in the Sellers: (A) the Initial Cash Purchase Price; (B) the Stock Consideration; (C) certificates form of good standing for each of the Purchaser and Parent issued by the Secretary of State of the State of Delaware; (D) duly adopted resolutions of the Board of Directors of Purchaser, certified by Purchaser's Secretary or Assistant Secretary, dated the Closing Date, authorizing and approving the execution of this Agreement, the purchase of the Interests and all other action necessary to enable Purchaser to comply with the terms hereof; (E) duly adopted resolutions of the Board of Managers of Parent, certified by Parent's secretary or assistant secretary, dated as of the Closing Date, authorizing and approving the execution of this Agreement, the purchase of the Interests by Purchaser and all other action necessary to enable Parent to comply with the terms hereof; (F) certificates from officers of each of Purchaser and Parent, given by him or her on behalf of Purchaser and Parent, respectively, and not in his or her individual capacity, to the effect that the conditions set forth in Sections 6.2 and 6.3 have been satisfied; and (vi) Sellers (other than the Preferred Stock Seller) shall deliver to Preferred Stock Seller a duly authorized and executed Preferred Stock Assignment Agreement;Exhibit B. (b) All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective (except to the extent that the party entitled to the benefit thereof has waived satisfaction or performance thereof as a condition precedent to Closing)effective. (c) Each party shall, at the request of any other party from time to time and at any time, whether on or after the Closing Date, and without further consideration, execute and deliver such deeds, assignments, transfers, assumptions, conveyancesconvey- ances, powers of attorney, receipts, acknowledgments, acceptances, acceptances and assurances and take such other actions as may be reasonably necessary to procure for the party so requesting, and its transferees, successors and assigns, or for aiding and assisting in collecting and reducing to possession, any and all of the InterestsTransferred Assets or the Assumed Liabilities, or otherwise to satisfy and perform the obligations of such party the parties hereunder.

Transactions and Documents at Closing. (a) 2.8.1. At the Closing: (i) Sellers shall , NW Corp will convey to Purchaser NWE Group all of NW Corp’s right, title and interest in and to the Interests, free Transferred Holdco Assets (and clear of any not the Excluded Utility Assets) and all Encumbrances other than the Permitted Restrictions (each as hereinafter defined in Section 3.3), Transferred Interests and in furtherance thereof Sellers shall will deliver to Purchaser an executed Member Interest Power NWE Group a Bill of Transfer and Assignment in substantially the form attached hereto as Exhibit A A-1, together with such other deeds, bills of sale, assignments, certificates of title, stock or unit certificates, documents and other instruments of transfer and conveyance as are specified in Section 7 hereof or as NWE Group will reasonably request ("Member Interest Power"collectively, the “Transfer Documents for NWE Group”); (ii) Preferred Stock Seller shall , and NWE Group will deliver to Purchaser NW Corp a duly authorized and executed Preferred Stock Purchase Agreement, Master Assumption Agreement in substantially the form attached hereto as Exhibit B-1 pursuant to which Preferred Stock Seller shall assign its right to receive NWE Group will assume the Stock Consideration Assumed Holdco Liabilities (and not the Excluded Utility Liabilities) together with such other documents and instruments as are specified in exchange Section 8 hereof or as NW Corp will reasonably request (collectively, the “Assumption Documents for the consideration set forth in the Preferred Stock Purchase Agreement;NWE Group”). (iii) The Sellers shall deliver to Purchaser a duly authorized and executed Preferred Stock Assignment Agreement; (iv) 2.8.2. At the Closing, Sellers shall NW Corp will convey to NWE Public Service all of NW Corp’s right, title and interest in and to the Transferred Utility Assets (and not the Excluded NW Corp Assets), subject to the First Mortgage, and in furtherance thereof will deliver to Purchaser: (A) certificates representing NWE Public Service a Bill of Transfer and Assignment in substantially the Interestsform attached hereto as Exhibit A-2, accompanied by Member Interest Powers duly executed in blank or together with such other duly executed deeds, bills of sale, assignments, certificates of title, stock or unit certificates, documents and other instruments of transfer and conveyance as may be are specified in Section 7 hereof or as NWE Public Service will reasonably requested by request (collectively, the Purchaser; (B) certified copies of “Transfer Documents for NWE Public Service”), and NWE Public Service will deliver to NW Corp a Master Assumption Agreement in substantially the Certificates of Formation and Limited Liability Company Agreements of Metal Resources and the Company, each form attached hereto as amended to date; (C) written resignations of all of the managers and officers of Metal Resources; (D) releases from any Person that shall be paid Unsatisfied Seller Expenses Exhibit B-2 pursuant to Section 1.2(a) and which NWE Public Service will assume the Payoff Letters reflecting all outstanding Company Indebtedness to be repaid at Closing and any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of Company Indebtedness; Assumed Utility Liabilities (E) each of the consents as set forth on Schedule 3.6; (F) certificates of good standing for Metal Resources and the Company issued by the Secretary of State of the State of Delaware; (G) a certificate from an officer of the Company, given by him or her on behalf of the Company and not in his or her individual capacity, to the effect that the conditions set forth in Sections 6.2 Excluded NW Corp Liabilities) together with such other documents and 6.3 have been satisfied; (H) all other documents, instruments and writings reasonably requested by Purchaser (not less than five (5) business days prior to Closing) that as are to be delivered by Sellers at or prior to the Closing Date pursuant to this Agreement, or otherwise in connection herewith; and (v) In addition to the Assignment and Assumption Agreement described specified in Section 1.8(a)(i) above, at the Closing, Purchaser shall deliver to the Sellers: 8 hereof or as NW Corp will reasonably request (A) the Initial Cash Purchase Price; (B) the Stock Consideration; (C) certificates of good standing for each of the Purchaser and Parent issued by the Secretary of State of the State of Delaware; (D) duly adopted resolutions of the Board of Directors of Purchaser, certified by Purchaser's Secretary or Assistant Secretary, dated the Closing Date, authorizing and approving the execution of this Agreementcollectively, the purchase of the Interests and all other action necessary to enable Purchaser to comply with the terms hereof; (E) duly adopted resolutions of the Board of Managers of Parent, certified by Parent's secretary or assistant secretary, dated as of the Closing Date, authorizing and approving the execution of this Agreement, the purchase of the Interests by Purchaser and all other action necessary to enable Parent to comply with the terms hereof; (F) certificates from officers of each of Purchaser and Parent, given by him or her on behalf of Purchaser and Parent, respectively, and not in his or her individual capacity, to the effect that the conditions set forth in Sections 6.2 and 6.3 have been satisfied; and (vi) Sellers (other than the Preferred Stock Seller) shall deliver to Preferred Stock Seller a duly authorized and executed Preferred Stock Assignment Agreement; (b) All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective (except to the extent that the party entitled to the benefit thereof has waived satisfaction or performance thereof as a condition precedent to Closing“Assumption Documents for NWE Public Service”). (c) Each party shall, at the request of any other party from time to time and at any time, whether on or after the Closing Date, and without further consideration, execute and deliver such deeds, assignments, transfers, assumptions, conveyances, powers of attorney, receipts, acknowledgments, acceptances, assurances and take such other actions as may be reasonably necessary to procure for the party so requesting, and its successors and assigns, or for aiding and assisting in collecting and reducing to possession, the Interests, or otherwise to satisfy and perform the obligations of such party hereunder.