Upon the terms and subject to the satisfaction or waiver of the conditions set forth in, and in accordance with, this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title and interest in and to the Company Interests, free and clear of all Liens, other than those arising under applicable securities Laws. At the Closing, Parent and Seller shall deliver to Buyer an instrument of transfer in respect of the sale of the Company Interests to Buyer in accordance with this Agreement, duly executed by Seller.