Authorised Person means any person authorised in writing by the Director and approved by the Company, such approval not to be unreasonably withheld;

Before the Closing Date, Seller will deposit into escrow an executed limited warranty deed warranting title against lawful claims by, through, or under a conveyance from Seller, but not further or otherwise, conveying insurable title of the Property to Buyer, subject to the exceptions provided herein.

“Sale or Pledge” shall mean a voluntary or involuntary sale, conveyance, assignment, transfer, encumbrance, mortgage, grant of a trust deed or security deed, lien, security interest, pledge, grant of option or other disposal of a legal or beneficial interest, or creation or issuance of new membership interest or any division of membership interest, merger, consolidation, recapitalization or reorganization, whether direct or indirect, including if ​ enters into, or the Property is subjected to, any PACE Loan.

Fee simple title to the Properties shall be conveyed to Purchaser subject only to the Permitted Exceptions (hereinafter defined). Conveyance to Purchaser of fee simple title to the Properties shall be by the applicable Seller’s delivery of an executed special warranty deed substantially in the form of Exhibit “C” attached hereto (the “Deed”), with such reasonable changes to such form as may be reasonably necessary to permit such Deed to be recorded in the applicable recording office for real estate records which is applicable to the Properties or as may be reasonably necessary to conform such Deed to any other requirements with respect to the form of special warranty deeds imposed by the laws of the state in which the Properties are located.

Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination and, to the Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee.

The amount of the realty transfer fee payable in connection with the conveyance of the Property shall be paid by Seller as follows: Escrow Agent shall pay the full realty transfer fee directly to the taxing authority upon recording of the deed out of Seller’s sale proceeds. Purchaser shall be solely responsible for the payment of the “mansion tax” pursuant to N.J.S.A. 46:15-7.2, if applicable.

Correction Warranty Deed from Oso W. Pool to Texas Electric Service Company, dated ​, filed for record on ​ and recorded in Volume 921, Page 686, Deed Records, Ector County, Texas. (S/2 of Section 36, Block 42, T2S)

Sale, Transfer, Conveyance and Assignment of Intellectual Property. For and in consideration of an amount in cash equal to ​ (USD$150,000) (the “Purchase Price”), payable by Assignee to Assignor in one installment payment as set forth hereinbelow, Assignor hereby sells, transfers, conveys and assigns to Assignee all of its worldwide rights, title and interest in and to the Subject Patent and the Subject Product, including i) any and all know-how, data, shop practices, trade secrets, chemical components, constituent ingredients (as well as know-how related to how to manufacture and produce same), ratios, formulae, information related to sources of materials and components, and all information that is required for the Assignee to independently practice the Subject Patent and independently manufacture and produce the Subject Product; ii) all past, present and future causes of action and claims for damages derived by reason of infringement upon the Subject Patent; and # the entire worldwide right, title and interest in the Subject Patent, including the beneficial interest, together with all rights of priority, to file any and all applications based on or arising from the Subject Patent and future developments in the Subject Patent, which include, but are not limited to, provisional, nonprovisional, utility, design, industrial design, international, national/regional phase, plant, and petty patent applications, and any and all divisions, continuations, continuations-in-part, substitutes, extensions, re-examinations and reissues thereof, all of which together shall be for Assignee’s own use and for the use of its assigns, successors, and legal representatives, to the end of the full term of the Subject Patent. Title to the Subject Patent and Subject Product shall pass from Assignor to Assignee on the date hereof, immediately, by operation of law, and without the need to execute any other documents. Effective as of the date hereof, Assignee shall possess all rights of Assignor to collect royalties under the Subject Patent. Assignor hereby sells, assigns, transfers and conveys to Assignor all right, title and interest it has in and to all causes of action and enforcement rights, whether currently pending, filed, or otherwise, for the Subject Patent and all inventions and discoveries described therein, including without limitation all rights to pursue damages, injunctive relief and other remedies for past, current and future infringement of the Subject Patent as of the date hereof. To evidence the assignment of the Subject Patent, Assignor shall cause to be executed before a Notary the assignment document attached hereto as Exhibit “A,” and, at Assignor’s expense, record same along with a properly formatted Patent Assignment Recordation Coversheet with the United States Patent and Trademark Office’s Assignment Recordation Branch no later than thirty (30) calendar days after the date hereof.

Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its escrow business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be and become the successor escrow agent hereunder without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto.

Deed means this Deed and any documents expressly incorporated by reference.