iii.
Estimated Closing Statement; Closing Payments

Section # Estimated Closing Net Working Capital Statements; Pre-Closing Management Fees and Closing Statement.

Shareholders shall deliver to ​, in form and substance reasonably satisfactory to ​, paperwork evidencing the AUFP Equity, together with stock powers duly for such paperwork to allow such paperwork to be registered in the name of Hainan ​;

Closing Certificate and Closing Liquidity. [[Organization B:Organization]] shall have received a closing certificate signed by the Chief Financial Officer of each Loan Party dated as of the date hereof, stating that # all representations and warranties set forth in this Agreement and the Other Documents are true and correct in all material respects on and as of such date, # each Loan Party is on such date in compliance in all material respects with all the terms and provisions set forth in this Agreement and the Other Documents, # on such date no Default or Event of Default has occurred or is continuing, and # [[Organization A:Organization]] have Liquidity on the Closing Date (after giving effect to the payment of all fees, expenses to be paid on the Closing Date, all Advances made on the Closing Date, and all trade payables aged sixty (60) days or older) of at least $20,000,000, which statement shall be accompanied by a Borrowing Base Certificate demonstrating such calculation;

Closing Documents. On or prior to fourteen (14) calendar days after the Closing Date, the Company agrees to deliver, or cause to be delivered, to each Buyer and [[Organization B:Organization]], LLP a complete closing set of the executed Transaction Documents, Securities and any other document required to be delivered to any party pursuant to Section ‎7 hereof or otherwise.

The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

Closing Documents. Seller shall have duly executed and delivered, or caused to be executed and delivered, to Buyer the Seller’s Closing Documents.

The Closing The closing of the purchase and sale of the Assets and the assumption of the Assumed Contracts shall occur on or before September 28, 2018 (the “Closing”) at such time and place as the Parties mutually agree At the Closing, the following shall occur:

Closing Certificate. Seller will execute and deliver to Buyer, the Seller’s Closing Certificate and Buyer shall execute and deliver to Seller Buyer’s Closing Certificate;

Closing Certificate. A certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in [Sections 5.2(b), (c) and (d)])])] have been satisfied;