definiens: ) ; ( iv ) the Residuary Assignment ( as defined below ), executed by Gregg and Seller ; ( v ) the ( 1 ) Intellectual Property Assets Assignment, ( 2 ) Patent Assignment and ( 3)Marshall License Assignment ( each as defined below ), in each case, executed by Seller ; ( vi ) the Sublease executed by Seller and Landlord ; ( vii ) such other assignments, certificates of title, documents and other instruments oftransfer and conveyance as may reasonably be requested by Buyer, each in form and substancesatisfactory to Buyer and its legal counsel and executed by Seller ; ( viii ) payoff letters for all of Seller ’s indebtedness with First Sentry Bank and any otherlenders or creditors of Seller who have liens or other Encumbrances on any Assets ( the ) ( such letters, collectively, the ) and any other documentation ( suchdocumentation, the ) required for the release of all Encumbrances(collectively, the ) relating to ( i ) the Retired Indebtedness and/or ( ii ) theAssets, in each case, executed by Seller and each applicable creditor or other Person to which anySeller Encumbrance is attributable ; ( ix ) draft copies of UCC-3 termination statements to be filed with the Secretary of Stateof the State of West Virginia corresponding to each outstanding UCC-1 financing statement reflectinga security interest or other Encumbrance over any of the Assets in favor of any third party and draftcopies of any other similar filing necessary to terminate any other outstanding public notice orfinancing statement reflecting an Encumbrance over any of the Assets ( collectively, the ) ; ( x ) executed written consents or approvals of, or notice to, any third parties to orregarding the assignment of the Assumed Contracts or the execution, delivery and performance ofthe Transaction Documents as specified on Schedule 3.2(c ) ( except where such consent or approvalis contained in another document delivered by Seller pursuant to this Section 2.8(a ) ) ; ( xi ) a certificate of an authorized officer of Seller certifying, as complete and accurateas of the Closing, attached copies of the articles of incorporation and bylaws of Seller, each asamended, including a certificate of existence issued by the Secretary of State of the State of WestVirginia, certifying and attaching all requisite resolutions of Seller ’s board of directors andshareholders approving the execution and delivery of this Agreement and the consummation of theContemplated Transactions and certifying to the 12 incumbency and signatures of the officers of Seller executing this Agreement and any otherdocument relating to the Contemplated Transactions ; ( xii ) any Tax clearance certificates, certificate of good standing or similar documentsfrom any applicable Taxing authority requested by Buyer in its sole discretion or otherwise requiredby applicable laws ; ( xiii ) the Funds Flow Memorandum ( as defined below ) ; ( xiv ) evidence of filing with the Secretary of State of the State of West Virginia and anyother applicable Governmental Body of the Amendments ( as defined below ), as applicable, andevidence of adoption by the board of directors and/or shareholders of Sellers, as applicable, of anamendment to the bylaws of Seller reflecting the same name change ; and ( xv ) such other documents as may be reasonably required by Buyer in connection withthe consummation of the Contemplated Transactions