Common use of Closing Deliveries and Actions Clause in Contracts

Closing Deliveries and Actions. (a) At the Closing, Purchaser shall deliver, or cause to be delivered, to Seller (or one or more other Seller Entities designated by Seller) the following: (i) an amount in immediately available funds equal to the Closing Purchase Price, by one or more wire transfer(s) to one or more bank accounts designated in writing by Seller (such designation to be made by Seller at least five (5) Business Days prior to the Closing Date); provided that if any portion of the Closing Purchase Price is required under applicable Law to be paid to a specific Seller Entity, then the applicable amount (as determined pursuant to Section 2.10(a)) shall be paid by the applicable Designated Purchaser to the applicable Seller Entity in lieu of the payment of such portion of the Closing Purchase Price to Seller; (ii) the certificate to be delivered pursuant to Section 8.3(c); (iii) a counterpart of the Transition Services Agreement, in substantially the form attached as Exhibit A hereto (the “Transition Services Agreement”), and with the services and pricing schedules to be agreed pursuant to Section 5.26, duly executed by Purchaser; (iv) a counterpart of the Transition Distribution Services Agreement, to be agreed pursuant to Section 5.26, duly executed by Purchaser; (v) a counterpart of one (or, to the extent reasonably necessary with respect to any transfer of Purchased Assets or Assumed Liabilities outside of the United States, more than one) Assignment and Assumption Agreement and Xxxx of Sale providing for the transfer of the Seller Entities’ right, title and interest as of the Closing in and to the Purchased Assets and the assumption by the applicable Designated Purchasers of the Assumed Liabilities in accordance with and subject to this Agreement, by and between the applicable Seller Entities and the applicable Designated Purchasers, in customary form (each, an “Assignment Agreement and Xxxx of Sale”), duly executed by the applicable Designated Purchasers; (vi) a counterpart of one (or, to the extent reasonably necessary with respect to any transfer of Purchased Assets or Assumed Liabilities outside of the United States, more than one) assignment agreement in respect of any Business Intellectual Property providing for the transfer of the Seller Entities’ right, title and interest as of the Closing in and to any Business Intellectual Property and the assumption by the applicable Designated Purchasers of the Assumed Liabilities relating thereto in accordance with and subject to this Agreement, by and between the applicable Seller Entities and the applicable Designated Purchasers, in customary form (each, an “IP Assignment”), duly executed by the applicable Designated Purchasers; (vii) any other instruments necessary and appropriate to evidence Purchaser’s assumption of the Assumed Liabilities pursuant to and in accordance with this Agreement, in each case duly executed by Purchaser, to the extent applicable. (b) At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser the following: (i) the certificate to be delivered pursuant to Section 8.2(c); (ii) a counterpart of the Transition Services Agreement, duly executed by the Seller Entity named as a party thereto; (iii) a counterpart of the Transition Distribution Services Agreement, duly executed by the Seller Entity named as a party thereto; (iv) a completed certification of non-foreign status, in form and substance prescribed by Treasury Regulations Section 1.1445-2(b)(2)(iv), duly executed by each Seller Entity (other than a Seller Entity that is a foreign person within the meaning of Section 1445 of the Code), except that in the case of such a Seller Entity that is a disregarded entity for U.S. federal income tax purposes, such certification shall be completed with respect to and duly executed by the regarded owner of such Seller Entity; (v) a counterpart of one (or, to the extent reasonably necessary with respect to any transfer of Purchased Assets or Assumed Liabilities outside of the United States, more than one) Assignment Agreement and Xxxx of Sale, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of one (or, to the extent reasonably necessary with respect to any transfer of Purchased Assets or Assumed Liabilities outside of the United States, more than one) IP Assignment, duly executed by the applicable Seller Entities; and (vii) any other instruments of transfer necessary and appropriate to evidence the transfer of the Seller Entities’ right, title and interest in the Purchased Assets pursuant to and in accordance with this Agreement duly executed by each Seller Entity named as a party thereto, to the extent applicable. (c) At the written request of the Purchaser delivered no later than twenty (20) Business Days prior to the Closing Date, Seller shall, and shall cause its Subsidiaries to, conduct a physical count of the inventory of finished product of the Seller Entities, as of a date that is within ten (10) Business Days prior to the Closing Date. Such inventory count shall be observed by Representatives of Purchaser and Seller (subject to Section 5.6) and conducted in a manner reasonably acceptable to the Purchaser and Seller; provided that in no event will Purchaser have any right to terminate this Agreement or delay or prevent the Closing based on the results of, or any failure to complete, such inventory count. The Parties acknowledge and agree that the results of such inventory count shall be taken into account in the calculation of Closing Working Capital in accordance with GAAP.

Closing Deliveries and Actions. At the Closing: (a) At AGI shall deliver the ClosingAGI Common Shares in accordance with Section 2.3; (b) YHI shall deliver the Yabbly Membership Interests in accordance with Section 2.3; (c) AGI and YHI shall execute and deliver the Amended and Restated Operating Agreement of Yabbly in the form attached hereto as Exhibit D; (d) Xxxx Xxxxxx, Purchaser Chief Executive Officer of AGI, shall deliverbe appointed as a member of the board of managers of Yabbly; (e) AGI shall appoint Xxxxxxx Xxxx as the Chairman of the Advisory Board of AGI; (f) AGI shall deliver a certificate, dated as of the Closing Date, signed by the Secretary of AGI (i) attaching copies of the Articles of Incorporation and Bylaws of AGI, (ii) attaching a good standing certificate of AGI, duly certified by the Nevada Secretary of State, (iii) certifying that attached thereto are true and correct copies of action by written consent or cause resolutions duly adopted by the board of directors and shareholders, if required, of AGI which authorize and approve the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated thereby and (iv) certifying the incumbency, signature and authority of the officers of AGI authorized to execute, deliver and perform this Agreement and all other documents, instruments or agreements related thereto executed or to be deliveredexecuted by AGI; (g) YHI shall deliver a certificate, dated as of the Closing Date, signed by the manager/managing member of YHI (i) attaching copies of the Articles of Organization of YHI, (ii) attaching a good standing certificate of YHI, duly certified by the Florida Secretary of State, (iii) certifying that attached thereto are true and correct copies of action by written consent or resolutions duly adopted by the manager/managing members which authorize and approve the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated thereby and (iv) certifying the incumbency, signature and authority of the officers of YHI authorized to Seller execute, deliver and perform this Agreement and all other documents, instruments or agreements related thereto executed or to be executed by YHI; (h) Yabbly shall deliver a certificate, dated as of the Closing Date, signed by the manager/managing member of Yabbly (i) attaching copies of the Articles of Organization and Operating Agreement of Yabbly, (ii) attaching a good standing certificate of Yabbly, duly certified by the Florida Secretary of State, (iii) certifying that attached thereto are true and correct copies of action by written consent or one resolutions duly adopted by the manager/managing members which authorize and approve the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated thereby and (iv) certifying the incumbency, signature and authority of the officers of Yabbly authorized to execute, deliver and perform this Agreement and all other documents, instruments or more other Seller Entities designated agreements related thereto executed or to be executed by Seller) the following:Yabbly; (i) an amount in immediately available funds equal to the Closing Purchase PriceAGI shall deliver a certificate, by one or more wire transfer(s) to one or more bank accounts designated in writing by Seller (such designation to be made by Seller at least five (5) Business Days prior to the Closing Date); provided that if any portion of the Closing Purchase Price is required under applicable Law to be paid to a specific Seller Entity, then the applicable amount (as determined pursuant to Section 2.10(a)) shall be paid by the applicable Designated Purchaser to the applicable Seller Entity in lieu of the payment of such portion of the Closing Purchase Price to Seller; (ii) the certificate to be delivered pursuant to Section 8.3(c); (iii) a counterpart of the Transition Services Agreement, in substantially the form attached as Exhibit A hereto (the “Transition Services Agreement”), and with the services and pricing schedules to be agreed pursuant to Section 5.26, duly executed by Purchaser; (iv) a counterpart of the Transition Distribution Services Agreement, to be agreed pursuant to Section 5.26, duly executed by Purchaser; (v) a counterpart of one (or, to the extent reasonably necessary with respect to any transfer of Purchased Assets or Assumed Liabilities outside of the United States, more than one) Assignment and Assumption Agreement and Xxxx of Sale providing for the transfer of the Seller Entities’ right, title and interest dated as of the Closing Date, signed by a duly authorized officer of AGI, certifying that all representations and warranties of AGI set forth herein, in and to the Purchased Assets and the assumption by the applicable Designated Purchasers any of the Assumed Liabilities in accordance with and subject to this Agreement, by and between Ancillary Documents or any Schedule or Exhibit hereto are accurate on the applicable Seller Entities and the applicable Designated Purchasers, in customary form (each, an “Assignment Agreement and Xxxx of Sale”), duly executed by the applicable Designated PurchasersClosing Date; (vij) YHI shall deliver a counterpart of one (orcertificate, to the extent reasonably necessary with respect to any transfer of Purchased Assets or Assumed Liabilities outside of the United States, more than one) assignment agreement in respect of any Business Intellectual Property providing for the transfer of the Seller Entities’ right, title and interest dated as of the Closing Date, signed by a duly authorized officer of YHI, certifying that all representations and warranties of YHI set forth herein, in and to any Business Intellectual Property and the assumption by the applicable Designated Purchasers of the Assumed Liabilities relating thereto in accordance with and subject to this Agreement, by and between Ancillary Documents or any Schedule or Exhibit hereto are accurate on the applicable Seller Entities and the applicable Designated Purchasers, in customary form (each, an “IP Assignment”), duly executed by the applicable Designated PurchasersClosing Date; (viik) any other instruments necessary and appropriate to evidence Purchaser’s assumption Yabbly shall deliver a certificate, dated as of the Assumed Liabilities pursuant to Closing Date, signed by a duly authorized officer of Yabbly, certifying that all representations and in accordance with this Agreementwarranties of Yabbly set forth herein, in each case duly executed by Purchaser, to the extent applicable. (b) At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser the following: (i) the certificate to be delivered pursuant to Section 8.2(c); (ii) a counterpart any of the Transition Services Agreement, duly executed by Ancillary Documents or any Schedule or Exhibit hereto are accurate on the Seller Entity named as a party thereto; (iii) a counterpart of the Transition Distribution Services Agreement, duly executed by the Seller Entity named as a party thereto; (iv) a completed certification of non-foreign status, in form and substance prescribed by Treasury Regulations Section 1.1445-2(b)(2)(iv), duly executed by each Seller Entity (other than a Seller Entity that is a foreign person within the meaning of Section 1445 of the Code), except that in the case of such a Seller Entity that is a disregarded entity for U.S. federal income tax purposes, such certification shall be completed with respect to and duly executed by the regarded owner of such Seller Entity; (v) a counterpart of one (or, to the extent reasonably necessary with respect to any transfer of Purchased Assets or Assumed Liabilities outside of the United States, more than one) Assignment Agreement and Xxxx of Sale, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of one (or, to the extent reasonably necessary with respect to any transfer of Purchased Assets or Assumed Liabilities outside of the United States, more than one) IP Assignment, duly executed by the applicable Seller EntitiesClosing Date; and (viil) any The Parties shall also deliver such other certificates, documents and instruments of transfer necessary and appropriate as the Parties may reasonably request to evidence or facilitate the transfer of the Seller Entities’ right, title and interest in the Purchased Assets pursuant to and in accordance with transactions contemplated by this Agreement duly executed by each Seller Entity named as a party thereto, to the extent applicableAgreement. (c) At the written request of the Purchaser delivered no later than twenty (20) Business Days prior to the Closing Date, Seller shall, and shall cause its Subsidiaries to, conduct a physical count of the inventory of finished product of the Seller Entities, as of a date that is within ten (10) Business Days prior to the Closing Date. Such inventory count shall be observed by Representatives of Purchaser and Seller (subject to Section 5.6) and conducted in a manner reasonably acceptable to the Purchaser and Seller; provided that in no event will Purchaser have any right to terminate this Agreement or delay or prevent the Closing based on the results of, or any failure to complete, such inventory count. The Parties acknowledge and agree that the results of such inventory count shall be taken into account in the calculation of Closing Working Capital in accordance with GAAP.

Closing Deliveries and Actions. The parties shall make the following deliveries and take the following actions at the Closing: (a) At the Closing, Purchaser Borrower shall deliver, deliver or cause caused to be delivered, delivered to Seller (or one or more other Seller Entities designated by Seller) the following: Lender (i) an amount in immediately available funds equal to the Closing Purchase Pricea counterpart of this Agreement, by one or more wire transfer(s) to one or more bank accounts designated in writing by Seller (such designation to be made by Seller at least five (5) Business Days prior to the Closing Date); provided that if any portion of the Closing Purchase Price is required under applicable Law to be paid to a specific Seller Entity, then the applicable amount (as determined pursuant to Section 2.10(a)) shall be paid by the applicable Designated Purchaser to the applicable Seller Entity in lieu of the payment of such portion of the Closing Purchase Price to Seller; (ii) the certificate to be delivered pursuant to Section 8.3(c); Note, (iii) a counterpart of the Transition Services Agreement, in substantially the form attached as Exhibit A hereto (the “Transition Services Agreement”)New Warrants, and with the services and pricing schedules to be agreed pursuant to Section 5.26, duly executed by Purchaser; (iv) a counterpart of to the Transition Distribution Services Registration Rights Agreement, to be agreed pursuant to Section 5.26, duly executed by Purchasereach fully executed; (v) a counterpart of one (or, to the extent reasonably necessary with respect to any transfer of Purchased Assets or Assumed Liabilities outside of the United States, more than one) Assignment and Assumption Agreement and Xxxx of Sale providing for the transfer of the Seller Entities’ right, title and interest as of the Closing in and to the Purchased Assets and the assumption by the applicable Designated Purchasers of the Assumed Liabilities in accordance with and subject to this Agreement, by and between the applicable Seller Entities and the applicable Designated Purchasers, in customary form (each, an “Assignment Agreement and Xxxx of Sale”), duly executed by the applicable Designated Purchasers; (vi) a counterpart of one (or, to the extent reasonably necessary with respect to any transfer of Purchased Assets or Assumed Liabilities outside of the United States, more than one) assignment agreement in respect of any Business Intellectual Property providing for the transfer of the Seller Entities’ right, title and interest as of the Closing in and to any Business Intellectual Property and the assumption by the applicable Designated Purchasers of the Assumed Liabilities relating thereto in accordance with and subject to this Agreement, by and between the applicable Seller Entities and the applicable Designated Purchasers, in customary form (each, an “IP Assignment”), duly executed by the applicable Designated Purchasers; (vii) any other instruments necessary and appropriate to evidence Purchaser’s assumption of the Assumed Liabilities pursuant to and in accordance with this Agreement, in each case duly executed by Purchaser, to the extent applicable. (b) At Counsel to Borrower shall deliver to Lender a legal opinion in form and substance reasonably acceptable to Lender (c) Lender shall deliver or caused to be delivered to Borrower a fully executed counterpart to this Agreement and the Registration Rights Agreement; (d) Borrower shall deliver a certificate, executed on behalf of Borrower by the Secretary thereof, dated as of the Closing, Seller shall delivercertifying the incumbency of each of the officers of Borrower executing this Agreement, and all other documents, instruments or cause certificates to be deliveredexecuted and delivered by Borrower in connection therewith, and attaching certified copies of (i) the resolutions of a special committee of the Board of Directors of Borrower approving this Agreement, the New Warrants, and the other transactions contemplated hereby, (ii) true, complete, and accurate copies of each of (x) the Certificate of Incorporation of Borrower, certified by the Secretary of State of the State of Delaware, and (y) the Bylaws of Borrower, each of which remain in full force and effect, without modification, as of the date of the Closing, and (iii) a certificate of good standing, issued by the Secretary of State of the States of Delaware and California, certifying that Borrower is in good standing, as of a recent date prior to Purchaser the following:Closing, in each such jurisdiction; (e) Borrower shall deliver a certificate, executed on behalf of Borrower by the Chief Financial Officer thereof, dated as of the Closing, certifying that financial statements delivered at or before Closing pursuant to this Agreement have been prepared in accordance with GAAP; (f) Borrower, Lender and Comerica shall have amended the Safeguard/Comerica Subordination Agreement to contemplate the transactions contemplated herein; (g) Borrower, Lender and Safeguard Scientifics (Delaware), Inc. shall have delivered a fully executed Third Amendment to Amended and Restated Reimbursement and Indemnity Agreement in the form previously agreed by the parties; (h) Lender and Safeguard Scientifics (Delaware), Inc. shall have delivered a fully executed Affirmation of Guaranty in the form previously agreed by the parties and Comerica Bank; and (i) Borrower, Lender and Gemino shall have amended the certificate Safeguard/Gemino Subordination Agreement to be delivered pursuant to Section 8.2(c); (ii) a counterpart of contemplate the Transition Services Agreement, duly executed by the Seller Entity named as a party thereto; (iii) a counterpart of the Transition Distribution Services Agreement, duly executed by the Seller Entity named as a party thereto; (iv) a completed certification of non-foreign status, in form and substance prescribed by Treasury Regulations Section 1.1445-2(b)(2)(iv), duly executed by each Seller Entity (other than a Seller Entity that is a foreign person within the meaning of Section 1445 of the Code), except that in the case of such a Seller Entity that is a disregarded entity for U.S. federal income tax purposes, such certification shall be completed with respect to and duly executed by the regarded owner of such Seller Entity; (v) a counterpart of one (or, to the extent reasonably necessary with respect to any transfer of Purchased Assets or Assumed Liabilities outside of the United States, more than one) Assignment Agreement and Xxxx of Sale, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of one (or, to the extent reasonably necessary with respect to any transfer of Purchased Assets or Assumed Liabilities outside of the United States, more than one) IP Assignment, duly executed by the applicable Seller Entities; and (vii) any other instruments of transfer necessary and appropriate to evidence the transfer of the Seller Entities’ right, title and interest in the Purchased Assets pursuant to and in accordance with this Agreement duly executed by each Seller Entity named as a party thereto, to the extent applicabletransactions contemplated herein. (c) At the written request of the Purchaser delivered no later than twenty (20) Business Days prior to the Closing Date, Seller shall, and shall cause its Subsidiaries to, conduct a physical count of the inventory of finished product of the Seller Entities, as of a date that is within ten (10) Business Days prior to the Closing Date. Such inventory count shall be observed by Representatives of Purchaser and Seller (subject to Section 5.6) and conducted in a manner reasonably acceptable to the Purchaser and Seller; provided that in no event will Purchaser have any right to terminate this Agreement or delay or prevent the Closing based on the results of, or any failure to complete, such inventory count. The Parties acknowledge and agree that the results of such inventory count shall be taken into account in the calculation of Closing Working Capital in accordance with GAAP.

Closing Deliveries and Actions. Seller shall have delivered or caused to be delivered to Buyer, and taken such other actions, as follows: (a) At true, correct and complete corporate books of the Quotaholder, and a statement issued by the custodian of the Shares reflecting the transfer of the Shares at Closing, Purchaser shall deliver, ; (b) a certificate of the Secretary of Seller certifying that attached thereto are true and correct copies of resolutions duly and validly adopted by the sole member of Seller authorizing and approving this Agreement and the Ancillary Agreements and all other transactions and agreements contemplated hereby or cause thereby to be delivered, to Seller (or one or more other Seller Entities designated undertaken by Seller) the following: (i) an amount in immediately available funds equal to the Closing Purchase Price, by one or more wire transfer(s) to one or more bank accounts designated in writing by Seller (such designation to be made by Seller at least five (5) Business Days prior to the Closing Date); provided that if any portion of the Closing Purchase Price is required under applicable Law to be paid to a specific Seller Entity, then the applicable amount (as determined pursuant to Section 2.10(a)) shall be paid by the applicable Designated Purchaser to the applicable Seller Entity in lieu of the payment of such portion of the Closing Purchase Price to Seller; (iic) a certificate of an officer of Seller certifying that each of the certificate to be delivered pursuant to conditions contained in Section 8.3(c)5.1 has been satisfied; (iiid) resignations of the members of the Board of Directors and Diretoria (executive officers) of the Quotaholder set forth on Exhibit B; (e) a counterpart of the Transition Services Agreementquotaholders’ agreement, in substantially the form attached hereto as Exhibit A hereto C, among the Quotaholder, MMX S.A., and MMX Amapá (the “Transition Services Quotaholders’ Agreement”), and with the services and pricing schedules ) to be agreed pursuant to Section 5.26, duly executed by Purchaser; (iv) a counterpart of the Transition Distribution Services Agreement, to be agreed pursuant to Section 5.26, duly executed by Purchaser; (v) a counterpart of one (or, to the extent reasonably necessary with respect to any transfer of Purchased Assets or Assumed Liabilities outside of the United States, more than one) Assignment and Assumption Agreement and Xxxx of Sale providing for the transfer of the Seller Entities’ right, title and interest revised as of the Closing in and to the Purchased Assets and the assumption by the applicable Designated Purchasers of the Assumed Liabilities in accordance with and subject to this Agreement, by and between the applicable Seller Entities and the applicable Designated Purchasers, in customary form (each, an “Assignment Agreement and Xxxx of Sale”)noted therein, duly executed by the applicable Designated PurchasersQuotaholder, MMX S.A., and MMX Amapá and filed with MMX Amapá; (vif) an operations management/technical services agreement, in the form attached hereto as Exhibit D, between MMX Amapá and Cliffs International Mineração Brasil Ltda. (the “Management Agreement”) duly executed by MMX Amapá; (g) a counterpart of one (or, to the extent reasonably necessary with respect to any transfer of Purchased Assets or Assumed Liabilities outside of the United States, more than one) assignment agreement in respect of any Business Intellectual Property providing for the transfer of the Seller Entities’ right, title and interest as of the Closing in and to any Business Intellectual Property and the assumption by the applicable Designated Purchasers of the Assumed Liabilities relating thereto in accordance with and subject to this Agreement, by and between the applicable Seller Entities and the applicable Designated Purchaserscorporate services agreement, in customary the form attached hereto as Exhibit E, between MMX Amapá and MMX S.A. (each, an the “IP AssignmentServices Agreement”)) to be revised to reflect the agreement contemplated in Section 4.20, duly executed by the applicable Designated PurchasersMMX Amapá and MMX S.A.; (viih) any other instruments necessary and appropriate to evidence Purchaser’s assumption of the Assumed Liabilities pursuant to and in accordance with this Agreement, in each case duly executed by Purchaser, an amendment to the extent applicable. (b) At articles of association of MMX Amapá which is fully consistent with the Closing, Seller shall deliver, or cause to be delivered, to Purchaser the following: (i) the certificate to be delivered pursuant to Section 8.2(c); (ii) a counterpart of the Transition Services Quotaholders Agreement, duly executed by the Seller Entity named as a party theretoQuotaholder and MMX S.A., which amendment contemplates, among other matters, the resignations of the current managers of MMX Amapá and election of new managers of MMX Amapá in accordance with its amended articles of association and the Quotaholders’ Agreement; (iiii) unless the merger referred to in Section 4.15 has occurred, an amendment to the articles of association of Logística, duly executed by MMX Amapá and MMX S.A. (as the mandatory second quotaholder), which amendment is fully consistent with the Quotaholders Agreement, and contemplates, among other matters, the resignations of the current managers of Logística and election of new managers of Logística in accordance with its amended articles of association and the Quotaholders’ Agreement; (j) written resolution by the quotaholders of MMX Amapá instituting and appointing the members of the Technical Committee and the Management Committee of MMX Amapá, duly executed by MMX S.A. and the Quotaholder, in accordance with the Quotaholders’ Agreement; (k) a counterpart release in favor of MMX Amapá from Banco ABC Brasil S.A., reasonably satisfactory to Buyer, concerning the Transition Distribution Services Agreementterms sheet among MMX Amapá, Banco ABC Brasil S.A. (acting through its Cayman Islands branch) and Arab Banking Corporation BCS dated March 10, 2006 and accepted by MMX Amapá on March 13, 2006; (l) an inter-company iron ore supply agreement between MMX Amapá and MMX S.A., duly executed by the Seller Entity named parties thereto in the form attached hereto as a party theretoExhibit F (the “Inter-Company Iron Ore Supply Agreement”); (ivm) a completed certification of non-foreign status, the promissory notes referred to in form and substance prescribed by Treasury Regulations Section 1.1445-2(b)(2)(iv), duly executed by each Seller Entity (other than a Seller Entity that is a foreign person within the meaning of Section 1445 of the Code), except that in the case of such a Seller Entity that is a disregarded entity for U.S. federal income tax purposes, such certification shall be completed with respect to and duly executed by the regarded owner of such Seller Entity; (v) a counterpart of one (or, to the extent reasonably necessary with respect to any transfer of Purchased Assets or Assumed Liabilities outside of the United States, more than one) Assignment Agreement and Xxxx of Sale, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of one (or, to the extent reasonably necessary with respect to any transfer of Purchased Assets or Assumed Liabilities outside of the United States, more than one) IP Assignment, duly executed by the applicable Seller Entities4.18; and (viin) any such other documents and instruments of transfer necessary and appropriate as Buyer shall reasonably request to evidence consummate the transfer of the Seller Entities’ right, title and interest in the Purchased Assets pursuant to and in accordance with this Agreement duly executed by each Seller Entity named as a party thereto, to the extent applicabletransactions contemplated hereby. (c) At the written request of the Purchaser delivered no later than twenty (20) Business Days prior to the Closing Date, Seller shall, and shall cause its Subsidiaries to, conduct a physical count of the inventory of finished product of the Seller Entities, as of a date that is within ten (10) Business Days prior to the Closing Date. Such inventory count shall be observed by Representatives of Purchaser and Seller (subject to Section 5.6) and conducted in a manner reasonably acceptable to the Purchaser and Seller; provided that in no event will Purchaser have any right to terminate this Agreement or delay or prevent the Closing based on the results of, or any failure to complete, such inventory count. The Parties acknowledge and agree that the results of such inventory count shall be taken into account in the calculation of Closing Working Capital in accordance with GAAP.

Closing Deliveries and Actions. The parties acknowledge the following deliveries and other actions at the Closing: (a) At Borrower has delivered or caused to be delivered to Lender a fully executed counterpart of this Agreement, the Note, and the Commitment Fee Warrants and Lender has delivered or caused to be delivered to Borrower a fully executed counterpart to this Agreement; (b) Borrower has delivered a certificate, executed on behalf of Borrower by the Chief Executive Officer thereof, dated as of the date hereof, certifying the incumbency of each of the officers of Borrower executing this Agreement, and all other documents, instruments or certificates to be executed and delivered by Borrower, and attaching certified copies of (i) the resolutions of a special committee of the Board of Directors of Borrower approving this Agreement, the Warrants, and the other transactions contemplated hereby, (ii) true, complete, and accurate copies of each of (x) the Certificate of Incorporation of Borrower, certified by the Secretary of State of the State of Delaware, and (y) the Bylaws of Borrower, each of which remain in full force and effect, without modification, as of the date of the Closing, Purchaser shall deliverand (iii) a certificate of good standing, or cause issued by the Secretary of State of each jurisdiction in which Borrower is qualified to be deliveredand conducts business, certifying that Borrower is in good standing, as of a recent date prior to Seller (or one or more other Seller Entities designated by Seller) the following:Closing, in each such jurisdiction; (ic) an amount Borrower, Lender and Comerica shall have entered into a Subordination Agreement in immediately available funds equal form and substance satisfactory to the Closing Purchase Priceparties; (d) Borrower, Lender and GE Capital shall have entered into a Subordination Agreement in form and substance satisfactory to the parties; (e) Borrower and Lender have delivered a fully executed Amendment to Safeguard Reimbursement Agreement; and (f) Borrower shall have paid to Lender all professional fees and out-of pocket costs and expenses payable by one or more wire transfer(s) Lender to one or more bank accounts designated third parties in writing by Seller (such designation connection with the transactions contemplated hereby and set forth in an invoice delivered to be made by Seller Borrower at least five one (51) Business Days Day prior to the Closing Date); provided that if any portion of the Closing Purchase Price is required under applicable Law to be paid to a specific Seller Entity, then the applicable amount (as determined pursuant to Section 2.10(a)) shall be paid by the applicable Designated Purchaser to the applicable Seller Entity in lieu of the payment of such portion of the Closing Purchase Price to Seller; (ii) the certificate to be delivered pursuant to Section 8.3(c); (iii) a counterpart of the Transition Services Agreement, in substantially the form attached as Exhibit A hereto (the “Transition Services Agreement”), and with the services and pricing schedules to be agreed pursuant to Section 5.26, duly executed by Purchaser; (iv) a counterpart of the Transition Distribution Services Agreement, to be agreed pursuant to Section 5.26, duly executed by Purchaser; (v) a counterpart of one (or, to the extent reasonably necessary with respect to any transfer of Purchased Assets or Assumed Liabilities outside of the United States, more than one) Assignment and Assumption Agreement and Xxxx of Sale providing for the transfer of the Seller Entities’ right, title and interest as of the Closing in and to the Purchased Assets and the assumption by the applicable Designated Purchasers of the Assumed Liabilities in accordance with and subject to this Agreement, by and between the applicable Seller Entities and the applicable Designated Purchasers, in customary form (each, an “Assignment Agreement and Xxxx of Sale”), duly executed by the applicable Designated Purchasers; (vi) a counterpart of one (or, to the extent reasonably necessary with respect to any transfer of Purchased Assets or Assumed Liabilities outside of the United States, more than one) assignment agreement in respect of any Business Intellectual Property providing for the transfer of the Seller Entities’ right, title and interest as of the Closing in and to any Business Intellectual Property and the assumption by the applicable Designated Purchasers of the Assumed Liabilities relating thereto in accordance with and subject to this Agreement, by and between the applicable Seller Entities and the applicable Designated Purchasers, in customary form (each, an “IP Assignment”), duly executed by the applicable Designated Purchasers; (vii) any other instruments necessary and appropriate to evidence Purchaser’s assumption of the Assumed Liabilities pursuant to and in accordance with this Agreement, in each case duly executed by Purchaser, to the extent applicable. (b) At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser the following: (i) the certificate to be delivered pursuant to Section 8.2(c); (ii) a counterpart of the Transition Services Agreement, duly executed by the Seller Entity named as a party thereto; (iii) a counterpart of the Transition Distribution Services Agreement, duly executed by the Seller Entity named as a party thereto; (iv) a completed certification of non-foreign status, in form and substance prescribed by Treasury Regulations Section 1.1445-2(b)(2)(iv), duly executed by each Seller Entity (other than a Seller Entity that is a foreign person within the meaning of Section 1445 of the Code), except that in the case of such a Seller Entity that is a disregarded entity for U.S. federal income tax purposes, such certification shall be completed with respect to and duly executed by the regarded owner of such Seller Entity; (v) a counterpart of one (or, to the extent reasonably necessary with respect to any transfer of Purchased Assets or Assumed Liabilities outside of the United States, more than one) Assignment Agreement and Xxxx of Sale, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of one (or, to the extent reasonably necessary with respect to any transfer of Purchased Assets or Assumed Liabilities outside of the United States, more than one) IP Assignment, duly executed by the applicable Seller Entities; and (vii) any other instruments of transfer necessary and appropriate to evidence the transfer of the Seller Entities’ right, title and interest in the Purchased Assets pursuant to and in accordance with this Agreement duly executed by each Seller Entity named as a party thereto, to the extent applicable. (c) At the written request of the Purchaser delivered no later than twenty (20) Business Days prior to the Closing Date, Seller shall, and shall cause its Subsidiaries to, conduct a physical count of the inventory of finished product of the Seller Entities, as of a date that is within ten (10) Business Days prior to the Closing Date. Such inventory count shall be observed by Representatives of Purchaser and Seller (subject to Section 5.6) and conducted in a manner reasonably acceptable to the Purchaser and Seller; provided that in no event will Purchaser have any right to terminate this Agreement or delay or prevent the Closing based on the results of, or any failure to complete, such inventory count. The Parties acknowledge and agree that the results of such inventory count shall be taken into account in the calculation of Closing Working Capital in accordance with GAAP.

Closing Deliveries and Actions. The parties shall make the following deliveries and take the following actions at the Closing: (a) At the Closing, Purchaser Borrower shall deliver, deliver or cause caused to be delivered, delivered to Seller (or one or more other Seller Entities designated by Seller) the following: Lender (i) an amount in immediately available funds equal to the Closing Purchase Pricea counterpart of this Agreement, by one or more wire transfer(s) to one or more bank accounts designated in writing by Seller (such designation to be made by Seller at least five (5) Business Days prior to the Closing Date); provided that if any portion of the Closing Purchase Price is required under applicable Law to be paid to a specific Seller Entity, then the applicable amount (as determined pursuant to Section 2.10(a)) shall be paid by the applicable Designated Purchaser to the applicable Seller Entity in lieu of the payment of such portion of the Closing Purchase Price to Seller; (ii) the certificate to be delivered pursuant to Section 8.3(c); Note, (iii) a counterpart of the Transition Services AgreementCommitment Fee Warrants, in substantially the form attached as Exhibit A hereto (the “Transition Services Agreement”), and with the services and pricing schedules to be agreed pursuant to Section 5.26, duly executed by Purchaser; (iv) a counterpart of the Transition Distribution Services AgreementPrior Facility Warrants, to be agreed pursuant to Section 5.26, duly executed by Purchaser; and (v) a counterpart of one (or, to the extent reasonably necessary with respect to any transfer of Purchased Assets or Assumed Liabilities outside of the United States, more than one) Assignment and Assumption Agreement and Xxxx of Sale providing for the transfer of the Seller Entities’ right, title and interest as of the Closing in and to the Purchased Assets and the assumption by the applicable Designated Purchasers of the Assumed Liabilities in accordance with and subject to this Registration Rights Agreement, by and between the applicable Seller Entities and the applicable Designated Purchasers, in customary form (each, an “Assignment Agreement and Xxxx of Sale”), duly executed by the applicable Designated Purchaserseach fully executed; (vi) a counterpart of one (or, to the extent reasonably necessary with respect to any transfer of Purchased Assets or Assumed Liabilities outside of the United States, more than one) assignment agreement in respect of any Business Intellectual Property providing for the transfer of the Seller Entities’ right, title and interest as of the Closing in and to any Business Intellectual Property and the assumption by the applicable Designated Purchasers of the Assumed Liabilities relating thereto in accordance with and subject to this Agreement, by and between the applicable Seller Entities and the applicable Designated Purchasers, in customary form (each, an “IP Assignment”), duly executed by the applicable Designated Purchasers; (vii) any other instruments necessary and appropriate to evidence Purchaser’s assumption of the Assumed Liabilities pursuant to and in accordance with this Agreement, in each case duly executed by Purchaser, to the extent applicable. (b) At Counsel to Borrower shall deliver to Lender a legal opinion in form and substance reasonably acceptable to Lender (c) Lender shall deliver or caused to be delivered to Borrower a fully executed counterpart to this Agreement and the Registration Rights Agreement; (d) Borrower shall deliver a certificate, executed on behalf of Borrower by the Secretary thereof, dated as of the Closing, Seller shall delivercertifying the incumbency of each of the officers of Borrower executing this Agreement, and all other documents, instruments or cause certificates to be deliveredexecuted and delivered by Borrower in connection therewith, to Purchaser the following: and attaching certified copies of (i) the certificate to be delivered pursuant to Section 8.2(c); resolutions of a special committee of the Board of Directors of Borrower approving this Agreement, the Warrants, and the other transactions contemplated hereby, (ii) a counterpart true, complete, and accurate copies of each of (x) the Certificate of Incorporation of Borrower, certified by the Secretary of State of the Transition Services AgreementState of Delaware, duly executed by and (y) the Seller Entity named Bylaws of Borrower, each of which remain in full force and effect, without modification, as a party thereto; of the date of the Closing, and (iii) a counterpart certificate of good standing, issued by the Secretary of State of the Transition Distribution Services AgreementStates of Delaware and California, duly executed by certifying that Borrower is in good standing, as of a recent date prior to the Seller Entity named as a party theretoClosing, in each such jurisdiction; (ive) Borrower shall deliver a completed certification certificate, executed on behalf of non-foreign statusBorrower by the Chief Financial Officer thereof, in form and substance prescribed by Treasury Regulations Section 1.1445-2(b)(2)(iv), duly executed by each Seller Entity (other than a Seller Entity that is a foreign person within the meaning of Section 1445 dated as of the Code)Closing, except certifying that financial statements delivered at or before Closing pursuant to this Agreement have been prepared in the case of such a Seller Entity that is a disregarded entity for U.S. federal income tax purposes, such certification shall be completed accordance with respect to and duly executed by the regarded owner of such Seller EntityGAAP; (vf) a counterpart of one (orBorrower, Lender and Comerica shall have amended the Safeguard/Comerica Subordination Agreement to contemplate the extent reasonably necessary with respect to any transfer of Purchased Assets or Assumed Liabilities outside of the United States, more than one) Assignment Agreement and Xxxx of Sale, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of one (or, to the extent reasonably necessary with respect to any transfer of Purchased Assets or Assumed Liabilities outside of the United States, more than one) IP Assignment, duly executed by the applicable Seller Entitiestransactions contemplated herein; and (viig) any other instruments of transfer necessary Borrower, Lender and appropriate Safeguard Scientifics (Delaware), Inc. shall have delivered a fully executed Second Amendment to evidence the transfer of the Seller Entities’ right, title Amended and interest Restated Reimbursement and Indemnity Agreement in the Purchased Assets pursuant to and in accordance with this Agreement duly executed form previously agreed by each Seller Entity named as a party thereto, to the extent applicableparties. (c) At the written request of the Purchaser delivered no later than twenty (20) Business Days prior to the Closing Date, Seller shall, and shall cause its Subsidiaries to, conduct a physical count of the inventory of finished product of the Seller Entities, as of a date that is within ten (10) Business Days prior to the Closing Date. Such inventory count shall be observed by Representatives of Purchaser and Seller (subject to Section 5.6) and conducted in a manner reasonably acceptable to the Purchaser and Seller; provided that in no event will Purchaser have any right to terminate this Agreement or delay or prevent the Closing based on the results of, or any failure to complete, such inventory count. The Parties acknowledge and agree that the results of such inventory count shall be taken into account in the calculation of Closing Working Capital in accordance with GAAP.