Common use of Closing Deliveries by Sellers Clause in Contracts

Closing Deliveries by Sellers. At the Closing, the Sellers shall deliver, or cause to be delivered to Buyer: 15 (a) a duly executed xxxx of sale for the Purchased Assets in the form of Exhibit B attached hereto (the “Xxxx of Sale”); (b) a duly executed assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”); (c) a duly executed trademark assignment agreement in the form attached hereto as Exhibit D (the “Trademark Assignment Agreement”); (d) a duly executed transition services agreement in the form attached hereto as Exhibit E (the “Transition Services Agreement”); (e) a duly executed escrow agreement substantially in the form attached hereto as Exhibit F, executed by Huron and an escrow agent to be mutually agreed upon by the Parties (“Escrow Agent”) (the “Bonus Pool Escrow Agreement”); (f) evidence of the resignations of such directors, managers and officers of the Purchased Entities as are requested by Buyer no later than five (5) Business Days prior to the Closing Date; (g) certificates evidencing the Interests, to the extent that such Interests are in certificated form, duly endorsed in blank or with stock powers duly executed in proper form for transfer, and, to the extent such Interests are not in certificated form, other evidence of ownership or assignment of such Interests in a form reasonably acceptable to Buyer; (h) with respect to Interests of Purchased Entities organized in jurisdictions outside the United States, such share transfer deeds, stock powers, certificates of title, share certificates, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement and otherwise customary in such jurisdictions) as the parties mutually agree are reasonably necessary or appropriate to effect the transfer of the Interests pursuant to this Agreement (collectively, the “Foreign Closing Documents”), in each case duly executed by the applicable Sellers and Purchased Entities; (i) (i) in the case of each Seller who is transferring (A) Purchased Assets that include a “United States real property interest” as defined in Section 897 of the Code and the Treasury Regulations issued thereunder (a “USRPI”), or (B) a Purchased Entity that is a domestic corporation for U.S. federal income tax purposes, a duly executed certificate, dated as of the Closing Date, in compliance with Treas. Reg. §1.1445-2(b)(2), stating that such Seller is not a “foreign person” as defined in Section 1445 of the Code; and (ii) in the case of each Seller transferring assets that do not constitute a USRPI, a statement certifying that none of the assets transferred by such Seller include a USRPI; 16 (j) copies of UCC-3 termination or partial release statements, releases and/or such other documentation reasonably requested by Buyer, in each case, in form and substance reasonably satisfactory to Buyer, evidencing the release of (a) Liens on the Purchased Assets and the Interests arising pursuant to the Huron Credit Agreement and (b) the Liens described on Section 3.2(j) of the Sellers Disclosure Schedule; (k) the certificate required by Section 11.1(d); and (l) such other documents and instruments as may be reasonably necessary to consummate the transactions contemplated by this Agreement. Section 3.3

Closing Deliveries by Sellers. At the Pre-Closing, the Sellers shall jointly and severally deliver, or cause to be delivered delivered, to BuyerBuyers all the following in form and substance satisfactory to Buyers: 15 (i) the written statement issued by each of Sellers stating that it has agreed to the other Seller’s sale and transfer of the equity interests in CIT hereunder and that it has waived all its right of first refusal and other rights (if any) to purchase the equity interests in CIT to be sold and transferred by the other Seller hereunder; (ii) copy of the resolution of Camtek’s board of directors, which shall become valid and effective, to approve Camtek to enter into and deliver the Transaction Agreements to which it is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the Transactions; copies of all resolutions of CHKL’s shareholders and board of directors, which shall become valid and effective, to approve CHKL to enter into and deliver the Transaction Agreements to which it is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the Transactions; (iii) the certificate of filing receipt issued by Commerce Authority representing that the filing of the sale and purchase of 100% equity interests in CIT hereunder have been accepted by Commerce Authority; (iv) counterparts of the CIT Equity Interests Transfer Agreement duly signed by Camtek and CHKL; (v) counterparts of the Assets Transfer Framework Agreement duly signed by Camtek and CHKL; (vi) counterparts of the CTL Equity Interests Transfer Agreement duly signed by CHKL; 25 (vii) copies of CTL's most updated Amended Corporate Registration Card and Articles of Incorporation reflecting the necessary amendments to the business scope of CTL required for the CTL Equity Transfer; (viii) counterparts of the Intellectual Property Transfer and License Agreement duly signed by Camtek and CIT; (ix) counterparts of the Camtek Trademark and Tradename Transfer and License Agreement duly signed by Camtek and CIT; (x) counterparts of the Transitional Services Agreement duly signed by Camtek and CIT; (xi) counterparts of the CIT Semiconductor Business Transfer Agreement duly signed by CIT and Camtek New Entity; (xii) counterparts of the CTL Semiconductor Business Transfer Agreement duly signed by CTL and Camtek's TW NewCo; (xiii) counterparts of each definitive employment agreement duly signed by at least 12 out of the 14 Key Management Personnel as stated in Section 8.10, which shall be conditional on the Closing; (xiv) deed of transfer of all the R&D Equipment and Spare Parts which shall become effective at the Closing and physical delivery of all the R&D Equipment and Spare Parts; (xv) all the assignment agreements that have been duly executed by PCHK2 (or its subsidiaries) and the parties to the PCB Business Contracts (for the avoidance of doubt, other than the Non-Assignable Contracts which shall be handled in accordance with section 2.1(a1) above) for the assignment of such Contracts from Camtek (or its subsidiaries) to PCHK2 (or its subsidiaries). Notwithstanding the above and anything else to the contrary herein, if any of the representations and warranties which should have been true and correct on the Pre-Closing Date is untrue or incorrect on the Pre-Closing Date, or if there is any failure to comply with Section 6.1 (a) a duly executed xxxx of sale for the Purchased Assets in the form of Exhibit B attached hereto (the collectively “Xxxx of SaleDeviation”); , in both cases such Deviation is not caused as a result of breach by Sellers of their obligations under this Agreement but is caused only due to any change in circumstances which takes place between the date of this Agreement and the Pre-Closing Date, Sellers shall specify and describe such Deviation(s) in a written notice (b“Pre-Closing Notice”) a duly executed assignment to Buyers and assumption agreement deliver the Pre-Closing Notice to Buyers before Buyers make the prepayment at the Pre-Closing, and, Buyers shall have the right to assess such disclosed Deviation and, at Buyers’ sole discretion, decide whether or not to proceed to the Pre-Closing. If, following receipt of the Pre-Closing Notice, Buyers decide to proceed to the Pre-Closing, Buyers shall not have any claims towards Sellers in the form attached hereto as Exhibit C connection with such disclosed Deviation(s). 26 3.3 Pre-Closing by Buyers. (the “Assignment and Assumption Agreement”); (ca) a duly executed trademark assignment agreement in the form attached hereto as Exhibit D (the “Trademark Assignment Agreement”); (d) a duly executed transition services agreement in the form attached hereto as Exhibit E (the “Transition Services Agreement”); (e) a duly executed escrow agreement substantially in the form attached hereto as Exhibit F, executed by Huron and an escrow agent Conditions to Buyers’ Obligation at Pre-Closing. The obligations of Buyers under this Agreement to be mutually agreed upon by performed at the Parties (“Escrow Agent”) (Pre-Closing are subject to the “Bonus Pool Escrow Agreement”); (f) evidence fulfillment or Buyers’ written waiver on or before the Pre-Closing of each of the resignations conditions to Buyers’ obligations at Closing as set forth in Article VIII (provided however that instead of such directors, managers and officers of the Purchased Entities as are requested by Buyer no later than five (5) Business Days prior closing certificate referring to the Closing Date; (g) certificates evidencing , the Interests, certificate will refer to the extent that such Interests are in certificated formPre-Closing date), duly endorsed in blank or with stock powers duly executed in proper form except for transfer, and, to the extent such Interests are not in certificated form, other evidence of ownership or assignment of such Interests in a form reasonably acceptable to Buyer; (h) those conditions with respect to Interests of Purchased Entities organized in jurisdictions outside the United States, such share transfer deeds, stock powers, certificates of title, share certificates, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent registration with the terms and conditions of this Agreement and otherwise customary in such jurisdictions) as the parties mutually agree are reasonably necessary or appropriate to effect the transfer Company Registrar of the Interests pursuant to this Agreement (collectively, the “Foreign Closing Documents”), in each case duly executed by the applicable Sellers and Purchased Entities; (i) (i) in the case of each Seller who is transferring (A) Purchased Assets that include a “United States real property interest” as defined in Section 897 of the Code and the Treasury Regulations issued thereunder (a “USRPI”), or (B) a Purchased Entity that is a domestic corporation for U.S. federal income tax purposes, a duly executed certificate, dated as of the Closing Date, in compliance with TreasCIT Equity Transfer. Reg. §1.1445-2(b)(2), stating that such Seller is not a “foreign person” as defined in Section 1445 of the Code; and (ii) in the case of each Seller transferring assets that do not constitute a USRPI, a statement certifying that none of the assets transferred by such Seller include a USRPI; 16 (j) copies of UCC-3 termination or partial release statements, releases and/or such other documentation reasonably requested by Buyer, in each case, in form and substance reasonably satisfactory to Buyer, evidencing the release of (a) Liens on the Purchased Assets and the Interests arising pursuant to the Huron Credit Agreement and (b) the Liens described on Section 3.2(j) of the Sellers Disclosure Schedule; (k) the certificate required by Section 11.1(d); and (l) such other documents and instruments as may be reasonably necessary to consummate the transactions contemplated by this Agreement. Section 3.3Pre-

Closing Deliveries by Sellers. At the Closing, in addition to any items the delivery of which is a condition to Buyers’ obligations at the Closing pursuant to Article VIII, Sellers shall jointly and severally deliver, or cause to be delivered delivered, to BuyerBuyers all the following in form and substance satisfactory to Buyers: 15 (a) certificate of notice or other relevant documents issued by Company Registrar representing or evidencing that: (i) all changes in CIT’s shareholder caused by the CIT Equity Transfer has been properly registered by Company Registrar, PCHK1 is the sole shareholder of CIT; (ii) a duly executed xxxx new Articles of sale for the Purchased Assets in the form Association of Exhibit B attached hereto CIT, which shall be signed by PCHK1 have been properly filed with Company Registrar, and (the “Xxxx iii) resignation letters of Sale”)Seller's representatives to CIT's board of directors; 27 (b) a duly executed assignment new investment certificate issued by CIT, in accordance with China’s Company Law, to PCHK1 representing that PCHK1 is the new shareholder of CIT owning and assumption agreement holding 100% of equity interests in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”)CIT; (c) a duly executed trademark assignment agreement all chops, files and accounting records of CIT, all chops, files and accounting records of CTL, and all the documents, datas and information stated in the form attached hereto as Exhibit D item x of Section 2.1 (the “Trademark Assignment Agreement”a); (d) a duly executed transition services agreement in certificates of all Governmental Consents required to effect the form attached hereto as Exhibit E (CTL Equity Transfer, representing that PCHK2 owns all the “Transition Services Agreement”)authorized shares of CTL and is the sole and registered shareholder of CTL; (e) a the share certificates representing all of the CHKL’s CTL Equity Interests duly executed escrow agreement substantially endorsed in the form attached hereto as Exhibit F, executed by Huron and an escrow agent to be mutually agreed upon by the Parties (“Escrow Agent”) (the “Bonus Pool Escrow Agreement”)favor of PCHK2; (f) evidence a completed application to CTL for registration of the resignations of such directors, managers and officers transfer to PCHK2 of the Purchased Entities as are requested by Buyer no later than five (5) Business Days prior to the Closing DateCHKL’s CTL Equity Interests and Other CTL Equity Interests; (g) certificates evidencing a certificate signed by Sellers confirming that all representations and warranties made by Sellers in this Agreement and any document delivered pursuant to this Agreement are true and correct on the InterestsClosing Date (except for such representations and warranties which by their express provisions are made as of an earlier date, to the extent that such Interests are in certificated form, duly endorsed in blank or with stock powers duly executed in proper form for transfer, and, to the extent such Interests are not in certificated form, other evidence of ownership or assignment which case they shall be true and correct as of such Interests in a form reasonably acceptable date)and that, between the date of this Agreement and the Closing Date, and that there is no breach of, or failure to Buyercomply with Section 6.1 (a)made by any Seller; (h) with respect in terms of each item of the Camtek IP Transferred to Interests PCB Business, the deed of Purchased Entities organized in jurisdictions outside transfer, power of attorney and all other necessary documents duly executed and issued by Camtek or the United Statesowner of such item of the Camtek IP Transferred to PCB Business (if Camtek is not such owner) to PCHK2 to: (1) ensure that PCHK2 by itself is able to apply for and complete the applicable registration, such share transfer deeds, stock powers, certificates recording and/or filing of title, share certificates, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement and otherwise customary in such jurisdictions) as the parties mutually agree are reasonably necessary or appropriate to effect the transfer of legal ownership in such item of the Interests pursuant Camtek IP Transferred to this Agreement PCB Business to PCHK2 in accordance with the applicable Laws; and (collectively2) effect the above transfer to PCHK2 all the right, title and interest of Camtek or such owner in and to such item of the Registered Camtek IP Transferred to PCB Business. Notwithstanding anything herein to the contrary, if there is any difference between the parties which should sign the Pre-Closing and Closing deliverables by either Sellers or Buyers as described above, and the parties who actually need to sign them as per these same Transaction Agreements, then, the counterparts to these Transaction Agreements shall be duly signed by their applicable parties as appear in the signature pages' thereto. 28 Notwithstanding the above and anything else to the contrary herein, if any of the representations and warranties which should have been true and correct on the Closing Date shall be untrue or incorrect at the Closing Date, or if there shall be any failure to comply with Section 6.1 (a) (collectively “Foreign Closing DocumentsDeviation”), in each case duly executed both cases such Deviation is not as a result of breach by the applicable Sellers and Purchased Entities; (i) (i) of their obligations under this Agreement but is caused only due to any change in circumstances which takes place in the case of each Seller who is transferring (A) Purchased Assets that include a “United States real property interest” as defined in Section 897 of period between the Code Pre-Closing Date and the Treasury Regulations issued thereunder (a “USRPI”), or (B) a Purchased Entity that is a domestic corporation for U.S. federal income tax purposes, a duly executed certificate, dated as of the Closing Date, in compliance with Treas. Reg. §1.1445-2(b)(2), stating that Sellers shall specify and describe such Seller is not a “foreign person” as defined in Section 1445 of the Code; and (iiDeviation(s) in the case Sellers' Closing Certificate, and, if, following receipt of each Seller transferring assets that do Sellers' Closing Certificate, Buyers shall decide to proceed to Closing, Buyers shall not constitute a USRPI, a statement certifying that none of the assets transferred by have any claims towards Sellers in connection with such Seller include a USRPI; 16 (j) copies of UCC-3 termination or partial release statements, releases and/or such other documentation reasonably requested by Buyer, in each case, in form and substance reasonably satisfactory to Buyer, evidencing the release of (a) Liens on the Purchased Assets and the Interests arising pursuant to the Huron Credit Agreement and (b) the Liens described on Section 3.2(j) of the Sellers Disclosure Schedule; (k) the certificate required by Section 11.1(ddisclosed Deviation(s); and (l) such other documents and instruments as may be reasonably necessary to consummate the transactions contemplated by this Agreement. Section 3.33.5

Closing Deliveries by Sellers. At the ClosingClosing on the Closing Date, Sexxxxx xxall delivxx xx Xxxxxxxxxx: (x) xxxxx xx xxxxx xertificate(s) representing the Sellers shall deliverAcquired Stock together with duly executed: stock powers in favor of Extondew in respect of the common stock of Dexion Inc.; and stock transfer forms in favor of Extondew or Extonbrook, or cause to be delivered to Buyer: 15 (a) a duly executed xxxx as the case may be, in respect of sale for the Purchased Assets shares in the form of Exhibit B attached hereto (the “Xxxx of Sale”)Dexion Group, Australia and North Asia; (b) a duly executed assignment and assumption agreement written resignations in the form attached hereto agreed form, effective on the Closing Date, of those directors and officers of each of the Acquired Companies and the Subsidiaries as Exhibit C (Purchasers shall have requested in writing prior to the “Assignment and Assumption Agreement”)Closing; (c) a duly executed trademark assignment agreement in all corporate and other records of each of the form attached hereto as Exhibit D (Acquired Companies and Subsidiaries, including but not limited to, certificates or articles of incorporation, by-laws, business registration certificate for North Asia, corporate or common seals, statutory registers, minute books and stock transfer records; provided, however, that Sellers may retain copies of any such records that are reasonably deemed by the “Trademark Assignment Agreement”)Sellers to be necessary or useful for the purpose of filing with or responding to any taxing authority with respect to any Taxes for periods during which the Acquired Companies and/or Subsidiaries and/or any of their respective businesses were owned, directly or indirectly, by the Guarantor or any of its Affiliates or predecessors; (d) a duly executed transition services agreement in the form attached hereto as Exhibit E (the “Transition Services Agreement”); (e) a duly executed escrow agreement substantially in the form attached hereto as Exhibit F, executed by Huron and an escrow agent to be mutually agreed upon by the Parties (“Escrow Agent”) (the “Bonus Pool Escrow Agreement”); (f) evidence copies of the resignations certificate or articles of such directors, managers incorporation and officers by-laws (or similar organizational documents) of each of the Purchased Entities as are requested by Buyer no later than five (5) Business Days prior to the Closing Date; (g) certificates evidencing the Interests, to the extent that such Interests are in certificated form, duly endorsed in blank or with stock powers duly executed in proper form for transfer, and, to the extent such Interests are not in certificated form, other evidence of ownership or assignment of such Interests in a form reasonably acceptable to Buyer; (h) with respect to Interests of Purchased Entities organized in jurisdictions outside the United States, such share transfer deeds, stock powers, certificates of title, share certificates, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement and otherwise customary in such jurisdictions) as the parties mutually agree are reasonably necessary or appropriate to effect the transfer of the Interests pursuant to this Agreement (collectively, the “Foreign Closing Documents”), in each case duly executed by the applicable Sellers and Purchased Entities; (i) (i) in the case of each Seller who is transferring (A) Purchased Assets that include a “United States real property interest” as defined in Section 897 of the Code Acquired Companies and the Treasury Regulations issued thereunder (a “USRPI”)Subsidiaries certified, or (B) a Purchased Entity that is a domestic corporation for U.S. federal income tax purposes, a duly executed certificate, dated as of the Closing Date, by such entity's corporate secretary; (e) certified copies of board resolutions of each of the Acquired Companies and each of the Subsidiaries, as applicable, and, if required, stockholder resolutions of any of the foregoing, in compliance with Treas. Reg. §1.1445-2(b)(2), stating that such Seller is not a “foreign person” as defined the agreed form: (i) recording acceptance of the resignation from office of each of the directors and officers referred to in Section 1445 of the Code3.2(b); and (ii) approving (subject only to proper stamping) the transfers of those of the shares of the relevant company, which are in registered form delivered under this Agreement; (iii) approving (subject only to proper stamping) the case placing on the register of members of each such company of the names of the transferees for registration in accordance with the share transfer forms referred to above and authorizing the issue of appropriate share certificates; (iv) recording the appointment of such persons as the directors (within the maximum number permitted by the articles of association of the relevant company), secretaries and other officers and auditors of each such company as Purchasers have nominated in writing prior to the Closing; (v) changing the situs of the registered office of each such company as Purchasers have directed to such place as Purchasers have directed in writing prior to the Closing; (f) certified copies of minutes or unanimous written consents of the Board of Directors of each Seller transferring assets that do not constitute a USRPIand, a statement certifying that none if required, the stockholders of each Seller, approving the assets transferred by such Seller include a USRPI; 16 (j) copies execution, delivery and performance of UCC-3 termination or partial release statements, releases and/or such other documentation reasonably requested by Buyer, in each case, in form and substance reasonably satisfactory to Buyer, evidencing the release of (a) Liens on the Purchased Assets this Agreement and the Interests arising pursuant to the Huron Credit Agreement and (b) the Liens described on Section 3.2(j) consummation of the Sellers Disclosure Schedule; (k) the certificate required by Section 11.1(d); and (l) such other documents and instruments as may be reasonably necessary to consummate the transactions contemplated by this Agreement; (g) an executed power of attorney in favor of the relevant Purchaser or its nominee(s) generally in respect of the Acquired Stock and which enables such Purchaser or its nominee(s) to attend and vote at general meetings of the Acquired Companies acquired by it; (h) share certificates for all issued shares in the capital of each of the Subsidiaries held by the Acquired Companies and executed but uncompleted transfers and declarations of trust by the registered owner in respect of all those shares that are beneficially owned by but not registered in the name of an Acquired Company; (i) a copy of a letter to each of the Acquired Companies and Subsidiaries from its auditors resigning their office with effect from Closing and containing the statement in respect of the English Subsidiaries and Dexion Group referred to in section 394 of the Companies Act 1985, the original of the letter having been deposited at the registered office of the relevant company; (j) the following documentx xxxxxxng to Intellectual Property (each in the form agreed by the parties): (i) a Patent/Know How Licence Agreement from Interlake Companies and Interlake Material Handling, Inc. in favor of Dexion Group; (ii) a "Pick to Light" Licence Agreement from Interlake Material Handling, Inc. in favor of Dexion Group; (iii) a "Wallaby" Licence Agreement from Interlake Material Handling, Inc. in favor of Dexion Group; (iv) a "Wallaby" Trade Mark Territory Agreement between Dexion Group and others and Interlake Material Handling, Inc. and Xxxerlake Companies; and (v) a "Redirack" Trade Mark Territory Agreement between Dexion Group and Interlake Material Handling, Inc.; and (x) a letter from any person holding security over the assets of the Acquired Companies, Subsidiaries or the Acquired Stock evidencing the release and discharge of such security. Section 3.3