definiens: within themeaning of Section 1445 of the Code ( the ) ; ( iii ) a certificate from the Company and each of its Subsidiaries, dated as of the ClosingDate, duly executed and delivered by the Secretary or comparable authorized representative of suchentity, ( A ) attaching copies of ( 1 ) such entity ’s certificate or articles of formation or incorporation andlimited liability company agreement or bylaws ( or other comparable organizational documents ), asapplicable, and ( 2 ) actions by written consent or resolutions duly adopted by the directors, managersor other governing body or persons and stockholders, members, unitholders or other owners of suchentity which authorize, approve and adopt this Agreement and each Ancillary Agreement to which it isa party, the transactions contemplated hereby and thereby and the performance of such entity’sobligations hereunder and thereunder, ( B ) certifying that such attached copies referred to in clause(A ) above are true, correct and complete copies, and ( C ) certifying the incumbency, signature andauthority of the officers of such entity to execute, deliver and perform this Agreement and eachAncillary Agreement to which it is a party ; ( iv ) the written resignations contemplated by Section 7.08 ; ( v ) duly executed written agreements terminating the Related Person agreements ascontemplated by Section 7.09 ; ( vi ) a release in the form of Exhibit F attached hereto ( the ), duly executed bythe Seller ; ( vii ) a certificate of good standing for the Company and each of its Subsidiaries issuednot more than ten ( 10 ) days prior to the Closing Date by the 12 Secretary of State or comparable Governmental Entity of its jurisdiction of organization ; ( viii ) the Seller shall deliver to the Purchaser the stock certificate representing all of thePurchased Shares, which certificate shall be endorsed to the Purchaser or accompanied by a stockpower executed in blank ; ( ix ) an escrow agreement, in the form attached as Exhibit B hereto, dated as of theClosing Date ( the ) duly executed by the Seller ; ( x ) the Closing Indebtedness Schedule and a payoff letter issued by each holder of anyindebtedness for borrowed money set forth on the Closing Indebtedness Schedule ( other than capitalleases ) not later than three Business Days prior to the Closing Date, which sets forth ( A ) the amountrequired to repay in full the portion of such Indebtedness owed to such holder, ( B ) the wire transferinstructions for the repayment of such portion of such Indebtedness owed to such holder, ( C ) arelease of all Liens granted by the Company or any of its Subsidiaries to such holder or otherwisearising with respect to such Indebtedness, effective upon repayment of such Indebtedness, and(D ) authorization to file all UCC termination statements and releases necessary to evidencesatisfaction and termination of such Indebtedness and to enable release of all Liens relating thereto(collectively, the ) ; ( xi ) the Transaction Expenses Schedule and an invoice issued by each payee ofTransaction Expenses of the type described in clause ( ii ) of the definition of Transaction Expenses(all of which are set forth on the Transaction Expenses Schedule ) not later than three Business Daysprior to the Closing Date, that sets forth ( A ) the amounts required to pay in full all TransactionExpenses owed to each payee of Transaction Expenses and ( B ) the wire transfer instructions for thepayment of such Transaction Expenses to each payee of Transaction Expenses ; and ( xii ) the San Francisco Assignment of Lease, duly executed by Seller, as assignor, andCbr Systems, as assignee ; and ( k ) At or before Closing, Seller shall have delivered to the Title Company, ( i ) an original releaseand reconveyance, executed and acknowledged by Jefferies Finance LLC, a Delaware limited liabilitycompany ( ), of that certain Deed of Trust, Assignment of Leases and Rents, Security Agreementand Fixture Filing by Cbr Systems, as Grantor, in favor of Jefferies, as beneficiary, dated as of October 21,2015 and recorded in the official records of Pima County, Arizona ( ) on November 3, 2015as Sequence 20153070088 ( the ), ( ii ) a termination of that certain UCC Fixture Filinglisting Cbr Systems as the Debtor and Jefferies as the Secured Party, recorded in the Official Records onNovember 3, 2015 as Sequence 20153070254 and rerecorded on the same date as Sequence 20153070361(the ), each of which shall be in recordable form and in form satisfactory to the TitleCompany to remove the Liens described above from the Title 13 Policy, and ( iii ) such funds as are necessary to cover the cost of recording the Deed of Trust Release andFixture Lien Termination ( and the amount of such funds shall be included in Transaction Expenses unlesssuch amount is fully paid in cash by Seller prior to the Closing Date )