definiens: within the meaning of Section 897 of the Code ; and ( viii ) payoff letters with respect to all Closing D ebt for borrowed money ( together with any accrued and unpaid interest thereon ) and the amount s payable to the lender thereof ; ( ix ) an invoice from each advisor or other service provider to the Company with respect to all Unpaid Transaction Expenses estimated to be due and payable to such advisor or other service provi der, as the case may be, as of the Closing Date ; ( x ) a certificate of good standing or equivalent fr om ( A ) the Office of the Secretary of State of the State of Delaware and ( B ) each of the jurisd ictions in which the ownership, operation or leasin g of its properties and assets and the conduct of its Busine ss requires it to be qualified, licensed or authori zed, in each case certifying, as of a recent date, that the Comp any is in good standing ; ( xi ) the Consideration Spreadsheet delivered by the Company at least three ( 3 ) Business Days prior to the Closing and certified by the Comp any ’s Chief Executive Officer ; ( xii ) adoption of resolutions by the Company termin ating its participation in any 401(k ) Plan in accordance with Section 6.8 ; ( xiii ) amendments to the employment agreement of Bo lyn Hubby to remove any obligation of the Company, Parent or the Surviving Corporation to pay such individual additional amounts as a res ult of any termination of employment in connection with or fol lowing the transactions contemplated by this Agreem ent ; and 57 ( xiv ) evidence in a form reasonably satisfactory to Parent that the Company has terminated any obligation to make any contingent or future gra nt of equity to SIMI Law Group, P.C