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i <br /> 11.1.4 Release of Liens: Payable . Except as provided in paragraph 4 above, Sellers <br /> shall have taken all actions necessary to have all=assets of the Company free and clear of all third <br /> party liens,pledges, claims and encumbrances of every kind, nature and description whatsoever <br /> (provided, however, that Sellers shall not be obligated to pay any obligations or liabilities <br /> incurred by Purchasers or Anson Excavating pursuant to the terms of the Lease identified in <br /> Recital D above). <br /> 11.1.5 ui ment. Sellers shall have taken all steps necessary to deliver good title to the <br /> equipment described on Schedule 10.1.5. <br /> 11.2 Obligations Upon Termination for Failure of Condition. Upon any termination of this <br /> Agreement pursuant to the terms and conditions of this Section 11, all obligations by and <br /> between the parties hereunder shall terminate, and the Lease will remain in full force and effect <br /> pursuant to its terms until June 30, 2014, except as otherwise agreed in writing by the parties <br /> thereto. <br /> 12. CLOSING. The closing under this Agreement (the "Closing") shall occur on May 28, <br /> 2014, or on such earlier date on which the parties have executed and delivered of all documents <br /> contemplated in this Agreement and all conditions to closing have been satisfied or waived (the <br /> "Closing Date"). <br /> 12.1 Deliveries by Sellers. At the Closing, Sellers shall deliver, or cause to be delivered to <br /> Purchasers: <br /> 12.1.1 the stock certificate or certificates representing the Shares, duly endorsed; <br /> 12.1.2 The written consents of all persons and entities whose written consent is <br /> necessary to the continued effectiveness and validity, after assignment and transfer of the <br /> Shares to Purchasers as provided herein; <br /> 12.1.3 All keys of the premises occupied by the Company, and all keys, passwords, and <br /> security codes to any equipment owned by the Company; 12.1.4 All of the books, <br /> records and files of of the Company; and <br /> 12.1.5 Such other documents,instruments or certificates as shall reasonably be requested <br /> by Purchasers or its counsel. <br /> 12.2 Deliveries by Purchasers. At the Closing, Purchasers shall deliver or cause to be <br /> delivered,to Sellers: <br /> SPA Anson TCV Clean 052814 12 <br />