Closing Deliveries. Purchaser shall have delivered to HoldCos the items set forth in [Section 3.4].

Subject to satisfaction or (if permissible) waiver of the conditions set forth in Clause 2.1, at the Closing, the Buyer shall deliver (or cause one or more of its Affiliates to deliver) to the Seller:

Tax Deliveries. The EnTrust Contributor shall have delivered to the Permal Contributor a properly executed certificate, dated as of the Closing Date, reasonably satisfactory to the Permal Contributor and that complies with Section 1445 of the Code and U.S. Treasury Regulation [section 1.1445-2]2], establishing that the EnTrust Contributor is exempt from withholding any amount under this Agreement pursuant to U.S. Treasury Regulation [section 1.1445-2]2], provided, however, that the Permal Contributor’s only recourse for the EnTrust Contributor’s failure to provide such certificate or any defect in such certificate shall be the ability to withhold tax under this Agreement as required by applicable Law.

Additional Deliveries. The Permal Contributor shall have received, and the EnTrust Contributor shall have delivered or caused to be delivered or complied with, as applicable, all of the items set forth in Section 3.3 of the Agreement.

The purchase and sale of the assets shall be held on or before January 31, 2015 (the "Closing").

gas balancing reports under agreements provided for in clause 9.3;

“Balancing and Settlement Code” means the document, as modified from time to time, setting out the electricity balancing and settlement arrangements designated by the Secretary of State and adopted by The National Grid Company plc (Registered No. 2366977) or its successor pursuant to its transmission licence.

Orders and Deliveries. All orders, processing and deliveries of any Product shall be made in accordance with customary and routine handling of orders, processing and deliveries for fabricated restaurant equipment and furnishings to third parties in respect of the particular Product or type of Product, unless otherwise agreed in writing by both Parties.

Deliveries by Seller. Concurrently herewith and as a part of the transactions contemplated by this Agreement (the “Transactions”), to satisfy his obligations under this Agreement Seller has placed the Offered Stock in “street name” form in a designated account with Seller’s brokerage firm, which is a brokerage firm other than Raymond James & Associates, Inc. (“Seller’s Broker”). Concurrently herewith and as a part of the Transactions, Seller shall provide Seller’s Broker with a letter of authorization (the “Letter of Authorization”), with a copy to the Company, authorizing Seller’s Broker to transfer, effective as of the first Trading Day following the Effective Date, 5,000 shares of Offered Stock per Trading Day (or such fewer number of shares of Offered Stock as then remain) to the Company in such form and to such account as the Company shall so designate to Seller or Seller’s Broker until such time as no shares of Offered Stock remain.

Deliveries at Closing. At the Closing, Seller and Buyer will deliver to each other the various instruments and documents referred to in §4 below.