Common use of Deliveries by Seller to Purchaser Clause in Contracts

Deliveries by Seller to Purchaser. At the Closing, Seller shall deliver, or shall cause to be delivered, to Purchaser and/or one or more of its Designated Affiliates the following: (a) stock certificates or appropriate certificates of ownership, as applicable, representing all of the Purchased Equity Interests (other than those that are in book-entry form), in each case accompanied by stock powers duly executed in blank or other duly executed instruments of transfer; (b) one or more bills of sale, substantially in the form of Exhibit B, or local transfer agreements as may be necessary or desirable under applicable Law, or comparable instruments of transfer transferring to Purchaser and/or one or more of its Designated Affiliates all of the Purchased Assets, duly executed by Seller; (c) limited warranty deeds, substantially in the form of Exhibit C (with such modifications as may be required in the applicable local jurisdiction), with respect to the Owned Real Properties (other than Acquired Company Owned Real Property) and the Timberlands transferred pursuant to Section 1.6 (collectively, the “Deeds”); (d) duly executed instruments of assignment and assumption of the Real Property Leases to which Seller or any of its Subsidiaries (other than Acquired Companies) is a party, substantially in the form of Exhibit D, subject to Sections 6.3(b) and 10.4(b) (and all other applicable terms of this Agreement); (e) a receipt duly executed by Seller acknowledging payment of the Closing Date Cash Consideration; (f) duly executed instruments of assignment or transfer and assumption of the Purchased Intellectual Property other than Computer Software, which is covered by other Sections of this Agreement, substantially in the form of Exhibit E or local assignment agreements as may be necessary or desirable under applicable Law; (g) the certificates referred to in Section 8.9 signed by a duly authorized officer of Seller; (h) the resignations of the officers, as corporate officers, and directors of the Acquired Companies set forth on Schedule 3.2(h); (i) the Transition Agreements, duly executed by Seller; (j) a certificate of non-foreign status pursuant to Treasury Regulations Section l.1445-2(b)(2) from Seller and each domestic Subsidiary of Seller that transfers Purchased Equity Interests or Purchased Assets pursuant to this Agreement; (k) a duly executed assignment and assumption agreement or other comparable instrument of assignment and assumption, substantially in the form of Exhibit F, evidencing assumption of the Assumed Liabilities by Purchaser or one or more of its Designated Affiliates and retention of the Excluded Liabilities by Seller or its Subsidiaries (other than any Acquired Companies), and all other instruments or documents as shall be necessary in the reasonable judgment of Purchaser to evidence the assignment by Seller of the Purchased Assets and the assumption by Purchaser or one or more of its Designated Affiliates of the Assumed Liabilities and acquisition, assumption or retention of the Excluded Assets and Excluded Liabilities by Seller or its Subsidiaries (other than the Acquired Companies), subject to Sections 6.3(b) and 10.4(b); (l) any real property Transfer Tax returns (as described in Section 14.10 hereof) required to be executed by Seller or any of its Subsidiaries; and (m) the Laser License Agreement (the “Laser License Agreement”), substantially in the form of Exhibit G, duly executed by Seller.

Deliveries by Seller to Purchaser. At the Closing, Seller shall deliver, or shall cause to be delivered, to Purchaser and/or one or more of its Designated Affiliates the followingfollowing items: (a) stock certificates or appropriate certificates of ownership, as applicable, representing all a receipt evidencing receipt by Seller of the Purchased Equity Interests Purchase Price (other than those that are in book-entry formnet of the Escrow Amount), in each case accompanied by stock powers duly executed in blank or other duly executed instruments of transfer; (b) one or more bills duly endorsed share certificates for the Shares in favor of sale, substantially in the form of Exhibit B, or local transfer agreements as may be necessary or desirable under applicable Law, or comparable instruments of transfer transferring to Purchaser and/or one or more of its Designated Affiliates all of the Purchased Assets, duly executed by Seller; (c) limited warranty deeds, substantially a copy of the Certificate of Incorporation and the Bylaws (or equivalent constitutional documents in the form case of Exhibit C each Subsidiary (with such modifications as defined in Section 8.4)) of the Company, certified by an officer of the Company and each respective Subsidiary of the Company, as the case may be required in be, as a true, complete and accurate copy as of the applicable local jurisdiction), with respect to the Owned Real Properties (other than Acquired Company Owned Real Property) and the Timberlands transferred pursuant to Section 1.6 (collectively, the “Deeds”)Closing Date; (d) duly executed instruments a certificate of assignment good standing (or equivalent certification of a Governmental Entity (as defined in Section 8.4)) for the Company (which shall also include a tax good standing certificate) and assumption each Subsidiary of the Real Property Leases to which Seller or any Company as of its Subsidiaries (other than Acquired Companies) is a party, substantially in the form of Exhibit D, subject to Sections 6.3(b) and 10.4(b) (and all other applicable terms of this Agreement)recent date; (e) a receipt duly executed any waivers, consents or other documents (other than such that are under Purchaser’s control, or required by Seller acknowledging payment any French Laws applicable to Purchaser) necessary to vest in Purchaser the full beneficial ownership of the Closing Date Cash ConsiderationShares and to enable Purchaser or its nominee(s) to be registered as owners of the Shares; (f) duly executed instruments of assignment or transfer the consents, waivers and assumption approvals of the Purchased Intellectual Property other than Computer Software, which is covered by other Sections of this Agreement, substantially in the form of Exhibit E or local assignment agreements as may be necessary or desirable under applicable Lawparties listed on Schedule 1.5(f); (g) evidence in form and substance satisfactory to Purchaser that each of the certificates referred to in Section 8.9 signed by a duly authorized officer agreements listed on Schedule 1.5(g) shall have been terminated and that each such agreement shall be of Sellerno further force or effect; (h) the written resignations of the officers, as corporate officers, and directors members of the Acquired Companies set forth on Schedule 3.2(h)Board of Directors of the Company designated by Purchaser prior to the Closing and of the Directors of each Subsidiary of the Company, effective as of the Closing Date, releasing the Company and its Subsidiaries from all claims of whatsoever nature, whether for compensation or otherwise, against the Company or any Subsidiary of the Company; (i) certificates, dated as of the Closing Date, executed by officers of Seller and/or the Company, to the effect that each of the conditions set forth in Sections 5.3(a), (b), (d), (e) and (f) has been satisfied; (j) a copy of the Transition Agreements, duly Services Agreement executed by Seller; (j) a certificate of non-foreign status pursuant to Treasury Regulations Section l.1445-2(b)(2) from Seller and each domestic Subsidiary of Seller that transfers Purchased Equity Interests or Purchased Assets pursuant to this Agreement; (k) a duly executed assignment and assumption agreement or other comparable instrument of assignment and assumption, substantially in the form of Exhibit F, evidencing assumption copy of the Assumed Liabilities Trademark Agreement executed by Purchaser or one or more of its Designated Affiliates and retention of the Excluded Liabilities by Seller or its Subsidiaries (other than any Acquired Companies), and all other instruments or documents as shall be necessary in the reasonable judgment of Purchaser to evidence the assignment by Seller of the Purchased Assets and the assumption by Purchaser or one or more of its Designated Affiliates of the Assumed Liabilities and acquisition, assumption or retention of the Excluded Assets and Excluded Liabilities by Seller or its Subsidiaries (other than the Acquired Companies), subject to Sections 6.3(b) and 10.4(b)Seller; (l) any real property Transfer Tax returns (as described in Section 14.10 hereof) required to be a copy of the Escrow Agreement executed by Seller; (m) either written proof of the cancellation, or a duly executed share transfer instrument evidencing the transfer, of one ordinary share of Orbit/FR Engineering, Ltd. from Seller to the Company, a copy of Orbit/FR Engineering, Ltd.’s public record with the Israeli Registrar of Companies showing that the transfer of such ordinary share was duly reported by Orbit/FR Engineering, Ltd, as well as a share certificate issued in the name of the Company for such ordinary share; (n) such other documents and instruments customary to a stock purchase transaction and imposing no material cost or any of its Subsidiariesobligations on Seller not otherwise contemplated herein, as Purchaser shall reasonably request to consummate the transactions contemplated by this Agreement; and (mo) evidence of the Laser License Agreement (the “Laser License Agreement”)transfer of Office of Chief Scientist projects from Seller to Orbit/FR Engineering, substantially in the form of Exhibit G, duly executed by Seller.Ltd.

Deliveries by Seller to Purchaser. At the Closing, Seller shall deliver, or shall cause to be delivered, to Purchaser and/or one or more of its Designated Affiliates the following: (a) stock certificates or appropriate certificates of ownership, as applicable, representing all of the Purchased Equity Interests (other than those that are in book-entry form), in each case accompanied by stock powers duly executed in blank or other duly executed instruments of transfer; (b) one or more bills of sale, substantially in the form of Exhibit B, or local transfer agreements as may be necessary or desirable under applicable Law, or comparable instruments of transfer transferring to Purchaser and/or one or more of its Designated Affiliates all of the Purchased Assets, duly executed by SellerSeller or, as applicable, a Selling Subsidiary thereof; (cb) limited special warranty deeds, substantially or comparable instruments of transfer and assignment, customary in the form of Exhibit C (with such modifications as may be required in states where the applicable local jurisdiction), Owned Real Properties are located with respect to the Owned Real Properties owned by Seller or any of its Subsidiaries, and otherwise in form mutually acceptable to Purchaser and Seller, duly executed by Seller or, as applicable, a Subsidiary thereof, together with all recording cover sheets, disclosure forms, certificates and affidavits as may be required by applicable law in order to record each of the applicable deeds in the state where it is recorded; (other than Acquired Company Owned Real Propertyc) and subject to receipt of all applicable lessor consents, a sublease for a portion of the Timberlands transferred pursuant to Section 1.6 Rochester Hills, Michigan facility substantially in the form of Exhibit D hereto (collectivelythe “Michigan Sublease”), the size, location and configuration of which shall be mutually agreed upon by Purchaser and Seller prior to Closing, duly executed by Seller or, as applicable, a Selling Subsidiary, and an assignment of the SLP I Real Property Leases in form mutually acceptable to Seller and Purchaser (the “DeedsMexico Assignment”), duly executed by Seller or, as applicable, a Selling Subsidiary; (d) duly executed instruments of assignment and assumption of the Real Property Leases to which Seller or any of its Subsidiaries (other than Acquired Companies) is a party, substantially in the form of Exhibit D, subject to Sections 6.3(b) and 10.4(b) (and all other applicable terms of this Agreement); (e) a receipt duly executed by Seller acknowledging payment of the Closing Date Cash Consideration; (f) duly executed instruments of assignment or transfer and assumption of the Purchased Intellectual Property other than Computer Software, which is covered by other Sections of this AgreementProperty, substantially in the form of Exhibit E or local assignment agreements as may be necessary or desirable under applicable Law; (ge) the certificates certificate referred to in Section 8.9 8.6 signed by a duly authorized officer of Seller; (h) the resignations of the officers, as corporate officers, and directors of the Acquired Companies set forth on Schedule 3.2(h); (if) the Transition Agreements, duly executed by Seller; (jg) a certificate of non-foreign status pursuant to Treasury Regulations Section l.14451.1445-2(b)(2) from Seller and each domestic Subsidiary of Seller that transfers Purchased Equity Interests or Purchased Assets located in the United States pursuant to this Agreement; (kh) a duly executed assignment and assumption agreement or other comparable instrument of assignment and assumption, substantially in the form of Exhibit F, evidencing assumption of the Assumed Liabilities by Purchaser or one or more of its Designated Affiliates and retention of the Excluded Liabilities by Seller or its Subsidiaries (other than any Acquired Companies), and all other instruments or documents as shall be necessary in the reasonable judgment of Purchaser to evidence the assignment by Seller and its Subsidiaries of the Purchased Assets and the assumption by Purchaser or one or more of its Designated Affiliates Subsidiaries of the Assumed Liabilities and acquisition, assumption or retention of the Excluded Assets and Excluded Liabilities by Seller or its Subsidiaries (other than the Acquired Companies)Liabilities, subject to Sections 6.3(b6.5(a) and 10.4(b10.5(b); (li) any real property Transfer Tax returns (as described in Section 14.10 hereof) required to be executed by Seller or any a copy of its Subsidiariesthe Approval Order; and (mj) an Alta 1992 form owner’s policy of title insurance for each parcel of Owned Real Property in an amount equal to the Laser License Agreement (the “Laser License Agreement”)applicable assessed value for real estate tax purposes and otherwise in form and substance satisfactory to Purchaser issued by First American Title Insurance Company in conformity with each Commitment, substantially in the form of Exhibit G, duly executed by Sellersubject only to Permitted Exceptions.

Deliveries by Seller to Purchaser. At the Closing, Seller shall deliver, or shall cause to be delivered, to Purchaser and/or one or more of its Designated Affiliates the following: (a) stock certificates or appropriate certificates of ownership, as applicable, representing all of the Purchased Equity Interests Shares and all of the equity interests of each Acquired Company (other than the Purchased Companies) held by another Acquired Company (other than those that are in book-entry formform or not certificated), in each case accompanied by stock powers duly executed in blank or other duly executed instruments of transfertransfer and requisite transfer tax stamps, if any, as may be necessary to effect the transactions contemplated in Section 1.1; (b) one or more duly executed bills of sale, substantially in the form of Exhibit B, or local transfer agreements as may be necessary or desirable under applicable Law, or comparable instruments of transfer transferring to Purchaser and/or one or more of its Designated Affiliates all of the Purchased Assets, duly executed by Seller; (c) limited special warranty deeds, or comparable instruments of transfer and assignment in recordable form (collectively, the "TRANSFER DEEDS"), substantially in the form of Exhibit C (with such and which shall include any modifications as may be required in by the applicable local jurisdiction), with respect to the Owned Real Properties owned by Seller or any of its Subsidiaries (other than Acquired Company Owned Real Property) and the Timberlands transferred pursuant to Section 1.6 (collectively, the “Deeds”Companies); (d) duly executed instruments of assignment and assumption of or licenses to assign the Real Property Leases (collectively, the "ASSIGNMENTS OF LEASES") to which Seller or any of its Subsidiaries (other than Acquired Companies) is a party, substantially in the form of Exhibit D, subject to Sections 6.3(b) and 10.4(b) (and all other applicable terms of this Agreement10.3(b); (e) a receipt duly executed by Seller acknowledging payment of the Closing Date Cash Consideration; (f) duly executed instruments of assignment or transfer and assumption of the Purchased Intellectual Property other than Computer Software, which is covered by other Sections of this AgreementProperty, substantially in the form of Exhibit E or local assignment agreements as may be necessary or desirable under applicable Law; (gf) the certificates referred to in Section 8.9 8.5 signed by a duly authorized officer of Seller; (hg) the resignations or evidence of removal of the officers, as corporate officers, and directors of the Acquired Companies set forth on Schedule 3.2(h)3.2(g) to the extent requested by Purchaser; (ih) the Transition Agreements, duly executed by Seller; (ji) a certificate of non-foreign status pursuant to meeting the requirements of Treasury Regulations Section l.14451.1445-2(b)(2) from Seller and each domestic Subsidiary of Seller that transfers (A) Purchased Equity Interests Shares of an entity treated as a domestic corporation for United States federal income tax purposes or (B) Purchased Assets that are treated as "United States real property interests" within the meaning of Section 897(c) of the Code, in each case, pursuant to this Agreement; (kj) a duly executed assignment and assumption agreement or other comparable instrument of assignment and assumption, substantially in the form of Exhibit F, evidencing assumption of the Assumed Liabilities by Purchaser or one or more of its Designated Affiliates and retention of the Excluded Liabilities by Seller or its Subsidiaries (other than any Acquired Companies), and all other instruments or documents as shall be necessary in the reasonable judgment of Purchaser to evidence the assignment by Seller or its Subsidiaries of the Purchased Assets and the assumption by Purchaser or one or more of its Designated Affiliates Subsidiaries of the Assumed Liabilities Liabilities, subject to Section 6.3(b) and acquisition10.3(b); (k) a receipt, assumption or retention duly executed by Seller, acknowledging on behalf of Seller and its Subsidiaries, payment by Purchaser of the Excluded Assets Closing Date Cash Consideration pursuant to Section 2.2; (l) a receipt, duly executed by Seller, acknowledging, on behalf of Seller and Excluded Liabilities each of its Subsidiaries, settlement of all intercompany receivables, payables, loans and guarantees then existing between Seller or any of its Subsidiaries (other than any Ac- quired Company), on the one hand, and the Acquired Companies, on the other hand, pursuant to Section 6.6; (m) to the extent obtained at or prior to Closing, consents to transfer the Transferred Permits and Business Contracts to Purchaser; (n) all minute books, stock record books (or similar registries) and corporate records and seals of each Acquired Company by Seller or its Subsidiaries (other than the Acquired Companies), subject ; provided that such materials may be delivered to Sections 6.3(b) and 10.4(b); (l) any real property Transfer Tax returns (as described in Section 14.10 hereof) required to be executed by Seller or any of its Subsidiariesa mutually agreeable location other than the Closing; and (mo) such other documents and instruments as Purchaser and Seller shall mutually agree to be reasonably necessary to consummate the Laser License Agreement (the “Laser License Agreement”), substantially in the form of Exhibit G, duly executed by Sellertransactions described herein.

Deliveries by Seller to Purchaser. At the Closing, Seller shall deliver, or shall cause to be delivered, to Purchaser and/or one or more of its Designated Affiliates the following: (a) stock certificates or appropriate certificates of ownership, as applicable, representing all of the Purchased Equity Interests Shares and all of the equity interests of each Acquired Company (other than the Purchased Companies) held by another Acquired Company (other than those that are in book-entry formform or not certificated), in each case accompanied by stock powers duly executed in blank or other duly executed instruments of transfertransfer and requisite transfer tax stamps, if any, as may be necessary to effect the transactions contemplated in Section 1.1; (b) one or more duly executed bills of sale, substantially in the form of Exhibit B, or local transfer agreements as may be necessary or desirable under applicable Law, or comparable instruments of transfer transferring to Purchaser and/or one or more of its Designated Affiliates all of the Purchased Assets, duly executed by Seller; (c) limited special warranty deeds, or comparable instruments of transfer and assignment in recordable form (collectively, the "TRANSFER DEEDS"), substantially in the form of Exhibit C (with such and which shall include any modifications as may be required in by the applicable local jurisdiction), with respect to the Owned Real Properties owned by Seller or any of its Subsidiaries (other than Acquired Company Owned Real Property) and the Timberlands transferred pursuant to Section 1.6 (collectively, the “Deeds”Companies); (d) duly executed instruments of assignment and assumption of or licenses to assign the Real Property Leases (collectively, the "ASSIGNMENTS OF LEASES") to which Seller or any of its Subsidiaries (other than Acquired Companies) is a party, substantially in the form of Exhibit D, subject to Sections 6.3(b) and 10.4(b) (and all other applicable terms of this Agreement10.3(b); (e) a receipt duly executed by Seller acknowledging payment of the Closing Date Cash Consideration; (f) duly executed instruments of assignment or transfer and assumption of the Purchased Intellectual Property other than Computer Software, which is covered by other Sections of this AgreementProperty, substantially in the form of Exhibit E or local assignment agreements as may be necessary or desirable under applicable Law; (gf) the certificates referred to in Section 8.9 8.5 signed by a duly authorized officer of Seller; (hg) the resignations or evidence of removal of the officers, as corporate officers, and directors of the Acquired Companies set forth on Schedule 3.2(h)3.2(g) to the extent requested by Purchaser; (ih) the Transition Agreements, duly executed by Seller; (ji) a certificate of non-foreign status pursuant to meeting the requirements of Treasury Regulations Section l.14451.1445-2(b)(2) from Seller and each domestic Subsidiary of Seller that transfers (A) Purchased Equity Interests Shares of an entity treated as a domestic corporation for United States federal income tax purposes or (B) Purchased Assets that are treated as "United States real property interests" within the meaning of Section 897(c) of the Code, in each case, pursuant to this Agreement; (kj) a duly executed assignment and assumption agreement or other comparable instrument of assignment and assumption, substantially in the form of Exhibit F, evidencing assumption of the Assumed Liabilities by Purchaser or one or more of its Designated Affiliates and retention of the Excluded Liabilities by Seller or its Subsidiaries (other than any Acquired Companies), and all other instruments or documents as shall be necessary in the reasonable judgment of Purchaser to evidence the assignment by Seller or its Subsidiaries of the Purchased Assets and the assumption by Purchaser or one or more of its Designated Affiliates Subsidiaries of the Assumed Liabilities Liabilities, subject to Section 6.3(b) and acquisition10.3(b); (k) a receipt, assumption or retention duly executed by Seller, acknowledging on behalf of Seller and its Subsidiaries, payment by Purchaser of the Excluded Assets Closing Date Cash Consideration pursuant to Section 2.2; (l) a receipt, duly executed by Seller, acknowledging, on behalf of Seller and Excluded Liabilities each of its Subsidiaries, settlement of all intercompany receivables, payables, loans and guarantees then existing between Seller or any of its Subsidiaries (other than any Acquired Company), on the one hand, and the Acquired Companies, on the other hand, pursuant to Section 6.6; (m) to the extent obtained at or prior to Closing, consents to transfer the Transferred Permits and Business Contracts to Purchaser; (n) all minute books, stock record books (or similar registries) and corporate records and seals of each Acquired Company by Seller or its Subsidiaries (other than the Acquired Companies), subject ; provided that such materials may be delivered to Sections 6.3(b) and 10.4(b); (l) any real property Transfer Tax returns (as described in Section 14.10 hereof) required to be executed by Seller or any of its Subsidiariesa mutually agreeable location other than the Closing; and (mo) such other documents and instruments as Purchaser and Seller shall mutually agree to be reasonably necessary to consummate the Laser License Agreement (the “Laser License Agreement”), substantially in the form of Exhibit G, duly executed by Sellertransactions described herein.

Deliveries by Seller to Purchaser. At the Closing, Seller Seller, for itself and as agent of its Selling Affiliates, shall deliver, or shall cause to be delivered, to Purchaser and/or one or more of its Designated Affiliates the following: (a) stock certificates or appropriate certificates of ownership, as applicable, representing all of the Purchased Equity Interests Shares (other than those that are in book-entry form), in each case accompanied by stock powers duly executed in blank or other duly executed instruments of transfer, and such other deeds, documents and instruments as are necessary or appropriate to effect the valid transfer of the Purchased Shares to Purchaser or its Designated Affiliates; (b) one a bxxx or more bills of sale, substantially in the form of Exhibit BD, or local duly executed by Seller (the “Bxxx of Sale”); (c) for each jurisdiction set forth on Schedule 3.3(c), business transfer agreements substantially in the form of Exhibit E with such changes thereto as may be the parties agree are necessary or desirable under applicable Lawappropriate to effect the transfer of the Purchased Assets held by the respective Asset Selling Affiliates and the assumption by the respective Designated Affiliates of the Assumed Liabilities of the respective Asset Selling Affiliates (collectively, “Business Transfer Agreements”), duly executed by the respective Asset Selling Affiliates; (d) special warranty deeds, or comparable instruments of transfer transferring to Purchaser and/or one or more of its Designated Affiliates all of the Purchased Assets, duly executed by Seller; (c) limited warranty deedsand assignment, substantially in the form of Exhibit C (with such modifications as may be required in the applicable local jurisdiction)F, with respect to the Owned Real Properties (other than Acquired Company including any quit claim deeds that may be necessary to transfer property interests reflected in the Title Commitments but not included in the deeds for the Owned Real Property) and the Timberlands transferred pursuant to Section 1.6 (collectively, the “Deeds”Properties); (de) duly executed instruments of assignment and assumption or, where necessary, licenses or subleases, to effect the assignment of the Real Property Leases to which any Non-Debtor Seller or any of its Subsidiaries (other than Acquired Companies) is a party, substantially in the form of Exhibit DG, subject to Sections 6.3(b6.7(a) and 10.4(b10.6(b) (the “Assignment and all other applicable terms Assumption of this AgreementLease Agreements”); (e) a receipt duly executed by Seller acknowledging payment of the Closing Date Cash Consideration; (f) duly executed instruments of assignment or transfer and assumption of the Purchased Intellectual Property other than Computer Software, which is covered by other Sections of this AgreementProperty, substantially in the form of Exhibit E H or local assignment agreements as may be necessary or desirable under applicable LawLaw (the “IP Assignments”); (g) the certificates certificate referred to in Section 8.9 8.7 signed by a duly authorized officer of Seller; (h) the resignations of the officers, as corporate officers, directors and directors auditors of the Acquired Companies Company set forth on Schedule 3.2(h3.3(h); (i) the Transition AgreementsServices Agreement, duly executed by SellerSeller and its relevant Subsidiaries; (j) a certificate of non-foreign status pursuant to Treasury Regulations Section l.14451.1445-2(b)(2) from Seller and each domestic Subsidiary of Seller Selling Affiliate that transfers Purchased Equity Interests Shares or Purchased Assets located in the United States pursuant to this Agreement; (k) a duly executed assignment and assumption agreement or agreements or other comparable instrument of assignment and assumption, substantially in the form of Exhibit FJ, evidencing assumption of the Assumed Liabilities by Purchaser or one or more of its Designated Affiliates and retention of the Excluded Liabilities by Seller or its Subsidiaries (other than any Acquired Companies), and all other instruments or documents as shall be necessary in the reasonable judgment of Purchaser to evidence the assignment by Seller and the Debtor Sellers of the Purchased Assets and the assumption by Purchaser or one or more of its Designated Affiliates of the Assumed Liabilities and acquisition, assumption or retention of the Excluded Assets and Excluded Liabilities by Seller or its Subsidiaries (other than the Acquired Companies)Liabilities, subject to Sections 6.3(b6.7(a) and 10.4(b10.6(b) (the “Assignment and Assumption Agreement”); (l) any real property Transfer Tax returns escrow agreements for the Purchase Price Adjustment Escrow, the Pensions Funding Adjustment Escrow, the India Escrow and the Indemnity Escrow in the forms of Exhibit K1-K3 (as described in Section 14.10 hereof) required to be the “Escrow Agreements”), duly executed by Seller or any and The Bank of New York Trust Company, N.A.(the “Escrow Agent”); (m) a distribution agreement relating to Vxxxxx Reinz branded products, in the form of Exhibit L (the “Vxxxxx Reinz Distribution Agreement”), duly executed by Seller and its relevant Subsidiaries; (n) a copy of the Approval Order; (o) the PCIL Stock Acquisition Agreement, duly executed by Seller; and (mp) the Laser License Agreement (the “Laser License Agreement”), a lease agreement substantially in the form of Exhibit G, M (the “Gravatai Lease Agreement”) duly executed by SellerSeller or its relevant Selling Affiliate.

Deliveries by Seller to Purchaser. At the Closing, Seller shall deliver, or shall cause to be delivered, to Purchaser and/or one or more of its Designated Affiliates the following: (a) stock certificates or appropriate certificates of ownership, as applicable, representing all of the Purchased Equity Interests (other than those that are in book-entry form), in each case accompanied by stock powers duly executed in blank or other duly executed instruments of transfer; (b) one or more bills of sale, substantially in the form of Exhibit B, or local transfer agreements as may be necessary or desirable under applicable Law, or comparable instruments of transfer transferring to Purchaser and/or one or more of its Designated Affiliates all of the Purchased Assets, duly executed by Seller; (c) limited warranty deeds, substantially in the form of Exhibit C (with such modifications as may be required in the applicable local jurisdiction), with respect to the Owned Real Properties (other than Acquired Company Owned Real Property) and the Timberlands transferred pursuant to Section 1.6 (collectively, the “Deeds”); (d) duly executed instruments of assignment and assumption of the Real Property Leases to which Seller or any of its Subsidiaries (other than Acquired Companies) is a party, substantially in the form of Exhibit D, subject to Sections 6.3(b) and 10.4(b) (and all other applicable terms of this Agreement); (e) a receipt duly executed by Seller acknowledging payment of the Closing Date Cash Consideration; (f) duly executed instruments of assignment or transfer and assumption of the Purchased Intellectual Property other than Computer Software, which is covered by other Sections of this Agreement, substantially in the form of Exhibit E or local assignment agreements as may be necessary or desirable under applicable Law; (g) the certificates referred to in Section 8.9 signed by a duly authorized officer of Seller; (h) the resignations of the officers, as corporate officers, and directors of the Acquired Companies set forth on Schedule 3.2(h); (i) the Transition Agreements, duly executed by Seller; (j) a certificate of non-foreign status pursuant to Treasury Regulations Section l.14451.1445-2(b)(2) from Seller and each domestic Subsidiary of Seller that transfers Purchased Equity Interests or Purchased Assets pursuant to this Agreement; (k) a duly executed assignment and assumption agreement or other comparable instrument of assignment and assumption, substantially in the form of Exhibit F, evidencing assumption of the Assumed Liabilities by Purchaser or one or more of its Designated Affiliates and retention of the Excluded Liabilities by Seller or its Subsidiaries (other than any Acquired Companies), and all other instruments or documents as shall be necessary in the reasonable judgment of Purchaser to evidence the assignment by Seller of the Purchased Assets and the assumption by Purchaser or one or more of its Designated Affiliates of the Assumed Liabilities and acquisition, assumption or retention of the Excluded Assets and Excluded Liabilities by Seller or its Subsidiaries (other than the Acquired Companies), subject to Sections 6.3(b) and 10.4(b); (l) any real property Transfer Tax returns (as described in Section 14.10 hereof) required to be executed by Seller or any of its Subsidiaries; and (m) the Laser License Agreement (the “Laser License Agreement”), substantially in the form of Exhibit G, duly executed by Seller.

Deliveries by Seller to Purchaser. At the --------------------------------- Closing, Seller shall deliver, or shall cause to be delivered, to Purchaser and/or one or more of its Designated Affiliates the following: (a) stock certificates or appropriate certificates of ownership, as applicable, representing all of the Purchased Equity Interests Shares (other than those that are in book-entry form), in each case accompanied by stock powers duly executed in blank or other duly executed instruments of transfertransfer as required in order to validly transfer title in and to the Purchased Shares; (b) one or more bills of sale, substantially in the form of Exhibit B, or local transfer agreements as may be necessary or desirable under applicable Law (in notarial form if required by applicable Law, ) or comparable instruments of transfer (including, where relevant, appropriate invoices), in customary form as may be reasonably acceptable to Seller and Purchaser (each, a "XXXX OF SALE") transferring to Purchaser and/or one or more of its Designated Affiliates the Subsidiary Purchasers, as the case may be, all of the Purchased Assets, duly executed by Seller; (c) limited special warranty deeds, substantially or comparable instruments of transfer, in the customary form of Exhibit C (with such modifications as may be required in the applicable local jurisdiction)reasonably acceptable to Seller and Purchaser, with respect to the Owned Real Properties owned by Seller or any of its Subsidiaries (other than Acquired Company Owned Real Property) and the Timberlands transferred pursuant to Section 1.6 (collectively, the “Deeds”Companies); (d) duly executed instruments of assignment and assumption of the Real Property Leases to which Seller or any of its Subsidiaries (other than Acquired Companies) is a party, substantially in the customary form of Exhibit D, subject as may be reasonably acceptable to Sections 6.3(b) Seller and 10.4(b) (and all other applicable terms of this Agreement)Purchaser; (e) a receipt duly executed by Seller acknowledging payment of the Closing Date Cash Consideration; (f) duly executed instruments of assignment or transfer and assumption of the Purchased Intellectual Property other than Computer SoftwareProperty, which is covered by other Sections of this Agreement, substantially in the customary form of Exhibit E or local assignment agreements as may be necessary or desirable under applicable Lawreasonably acceptable to Seller and Purchaser; (gf) the certificates referred to in Section 8.9 8.6 signed on behalf of Seller by a duly authorized officer the Chairman, Chief Executive Officer, President, Chief Financial Officer or any Vice President of Seller; (hg) the resignations of the officers, as corporate officers, and directors and auditors of the Acquired Companies set forth on Schedule 3.2(h3.2(g) (which list includes all officers and directors of the --------------- Acquired Companies elected or appointed by Seller); (h) the Separation Agreements (as defined in Section 10.2), duly executed on behalf of Seller; (i) the Transition Agreements, duly executed by Seller;certificate as provided for in Article 442bis of the Belgian Income Tax; and (j) a certificate of non-foreign status pursuant to Treasury Regulations Section l.1445-2(b)(2) from Seller and each domestic Subsidiary signed on behalf of Seller by the Chairman, Chief Executive Officer, President, Chief Financial Officer or any Vice President of Seller to the effect that transfers Purchased Equity Interests or Purchased Assets pursuant to this Agreement; (ki) a duly executed assignment Seller shall have performed the covenants contained in Section 6.7, and assumption agreement or other comparable instrument (ii) that the Organschaft has been terminated in accordance with the provisions of assignment and assumption, substantially in the form of Exhibit F, evidencing assumption of the Assumed Liabilities by Purchaser or one or more of its Designated Affiliates and retention of the Excluded Liabilities by Seller or its Subsidiaries (other than any Acquired CompaniesSection 4.9(e), and all other instruments or documents as shall be necessary in the each case, together with reasonable judgment of Purchaser to evidence the assignment by Seller of the Purchased Assets and the assumption by Purchaser or one or more of its Designated Affiliates of the Assumed Liabilities and acquisition, assumption or retention of the Excluded Assets and Excluded Liabilities by Seller or its Subsidiaries (other than the Acquired Companies), subject to Sections 6.3(b) and 10.4(b); (l) any real property Transfer Tax returns (as described in Section 14.10 hereof) required to be executed by Seller or any of its Subsidiaries; and (m) the Laser License Agreement (the “Laser License Agreement”), substantially in the form of Exhibit G, duly executed by Sellerdocumentation thereof.

Deliveries by Seller to Purchaser. At Simultaneously with the Closingdeliveries by Purchaser, Seller shall deliver, or shall cause to be delivered, to Purchaser and/or one or more of its Designated Affiliates the followingwill: (ai) stock certificates or appropriate certificates deliver to Seller an executed copy of ownership, as applicable, representing all of the Purchased Equity Interests (other than those that are in book-entry form), in each case accompanied by stock powers duly executed in blank or other duly executed instruments of transferthis Agreement; (bii) one or more bills assign and transfer to Purchaser good and valid title in and to the Assets (free and clear of sale, all Liens) by delivery of (A) a General Assignment and Bxxx of Sale substantially in the form of Exhibit B, or local transfer agreements as may be necessary or desirable under applicable Law, or comparable instruments of transfer transferring to Purchaser and/or one or more of its Designated Affiliates all of the Purchased AssetsF hereto, duly executed by Seller, (B) an assignment of the Intellectual Property in form and substance reasonably satisfactory to Purchaser to vest in Purchaser all of Seller’s right, title and interest in, to and under the Patents, including but not limited to instruments of assignment in a form suitable for filing with the U.S. Patent and Trademark Office (including, but not limited to, United States Patent and Trademark Office Form No. SB/41) to reflect the transfer of the Patents included in the Assets and, upon filing such instrument with the U.S. Patent and Trademark Office, to record the sale of all of Seller’s right, title and interest in, to and under the Patents to the Purchaser, and (C) such other good and sufficient instruments of conveyance, assignment and transfer, in form and substance reasonably acceptable to Purchaser’s counsel, as shall be effective to vest in Purchaser good and marketable title to the Assets, free of all Liens, including, but not limited to, written notices from Seller to all parties under any Contract relating to the Assets, addressed to such parties, in the form prepared by Seller and reasonably acceptable to Purchaser, for the release of such Contracts; (ciii) limited warranty deeds, substantially in deliver to Purchaser a receipt for the form of Exhibit C (with such modifications as may be required in the applicable local jurisdiction), with respect to the Owned Real Properties (other than Acquired Company Owned Real Property) and the Timberlands transferred pursuant to Section 1.6 (collectively, the “Deeds”)Purchase Price; (div) duly executed instruments of assignment deliver to Purchaser regulatory consents and assumption of the Real Property Leases approvals and third-party consents referred to which Seller or any of its Subsidiaries (other than Acquired Companies) is a party, substantially in the form of Exhibit D, subject to Sections 6.3(b) 8.04 and 10.4(b) (and all other applicable terms of this Agreement)8.05; (ev) a receipt duly executed by Seller acknowledging payment of deliver to Purchaser the Closing Date Cash Consideration; (f) duly executed instruments of assignment or transfer and assumption of the Purchased Intellectual Property other than Computer Software, which is covered by other Sections of this Agreement, substantially in the form of Exhibit E or local assignment agreements as may be necessary or desirable under applicable Law; (g) the certificates opinion referred to in Section 8.9 signed by a duly authorized officer of Seller8.07; (hvi) make available to Purchaser, at the resignations location of the officersAssets, as corporate officers, and directors of the Acquired Companies set forth on Schedule 3.2(h); (i) the Transition Agreements, duly executed by Seller; (j) a certificate of non-foreign status pursuant to Treasury Regulations Section l.1445-2(b)(2) from Seller and each domestic Subsidiary of Seller that transfers Purchased Equity Interests or Purchased Assets pursuant to this Agreement; (k) a duly executed assignment and assumption agreement or other comparable instrument of assignment and assumption, substantially in the form of Exhibit F, evidencing assumption of the Assumed Liabilities by Purchaser or one or more of its Designated Affiliates and retention of the Excluded Liabilities by Seller or its Subsidiaries (other than any Acquired Companies), and all other instruments or documents as shall be necessary in the reasonable judgment of Purchaser to evidence the assignment by Seller of the Purchased Assets and the assumption by Purchaser or one or more of its Designated Affiliates of the Assumed Liabilities and acquisition, assumption or retention of the Excluded Assets and Excluded Liabilities by Seller or its Subsidiaries (other than the Acquired Companies), subject to Sections 6.3(b) and 10.4(b); (l) any real property Transfer Tax returns (as described in Section 14.10 hereof) required to be executed by Seller or any of its SubsidiariesAssets; and (mvii) Seller shall deliver to Purchaser, such further instruments of transfer as Purchaser shall reasonably request, to vest in Purchaser all of Sellers’ right, title and interest in and to the Laser License Agreement Assets, including, but not limited to, any documents evidencing the assignment to Purchaser of the Intellectual Property (the “Laser License Agreement”which documents are attached hereto as Exhibit G), substantially and take such other actions as Purchaser shall reasonably request to enable Purchaser to use such Assets, as contemplated herein and in the form of Exhibit G, duly executed by SellerSeller Documents.

Deliveries by Seller to Purchaser. At Simultaneously with the Closingdeliveries by Purchaser, Seller shall deliver, or shall cause to be delivered, to Purchaser and/or one or more of its Designated Affiliates the followingwill: (ai) stock certificates or appropriate certificates deliver to Seller an executed copy of ownership, as applicable, representing all of the Purchased Equity Interests (other than those that are in book-entry form), in each case accompanied by stock powers duly executed in blank or other duly executed instruments of transferthis Agreement; (bii) one or more bills assign and transfer to Purchaser good and valid title in and to the Assets (free and clear of sale, all Liens) by delivery of (A) a General Assignment and Bill of Sale substantially in the form of Exhibit B, or local transfer agreements as may be necessary or desirable under applicable Law, or comparable instruments of transfer transferring to Purchaser and/or one or more of its Designated Affiliates all of the Purchased AssetsF hereto, duly executed by Seller, (B) an assignment of the Intellectual Property in form and substance reasonably satisfactory to Purchaser to vest in Purchaser all of Seller's right, title and interest in, to and under the Patents , including but not limited to instruments of assignment in a form suitable for filing with the U.S. Patent and Trademark Office (including, but not limited to, United States Patent and Trademark Office Form No. SB/41) to reflect the transfer of the Patents included in the Assets and, upon filing such instrument with the U.S. Patent and Trademark Office, to record the sale of all of Seller's right, title and interest in, to and under the Patents to the Purchaser, and (C) such other good and sufficient instruments of conveyance, assignment and transfer, in form and substance reasonably acceptable to Purchaser's counsel, as shall be effective to vest in Purchaser good and marketable title to the Assets, free of all Liens, including, but not limited to, written notices from Seller to all parties under any Contract relating to the Assets, addressed to such parties, in the form prepared by Seller and reasonably acceptable to Purchaser, for the release of such Contracts; (ciii) limited warranty deeds, substantially in deliver to Purchaser a receipt for the form of Exhibit C (with such modifications as may be required in the applicable local jurisdiction), with respect to the Owned Real Properties (other than Acquired Company Owned Real Property) and the Timberlands transferred pursuant to Section 1.6 (collectively, the “Deeds”)Purchase Price; (div) duly executed instruments of assignment deliver to Purchaser regulatory consents and assumption of the Real Property Leases approvals and third-party consents referred to which Seller or any of its Subsidiaries (other than Acquired Companies) is a party, substantially in the form of Exhibit D, subject to Sections 6.3(b) 8.04 and 10.4(b) (and all other applicable terms of this Agreement)8.05; (ev) a receipt duly executed by Seller acknowledging payment of deliver to Purchaser the Closing Date Cash Consideration; (f) duly executed instruments of assignment or transfer and assumption of the Purchased Intellectual Property other than Computer Software, which is covered by other Sections of this Agreement, substantially in the form of Exhibit E or local assignment agreements as may be necessary or desirable under applicable Law; (g) the certificates opinion referred to in Section 8.9 signed by a duly authorized officer of Seller8.07; (hvi) make available to Purchaser, at the resignations location of the officersAssets, as corporate officers, and directors of the Acquired Companies set forth on Schedule 3.2(h); (i) the Transition Agreements, duly executed by Seller; (j) a certificate of non-foreign status pursuant to Treasury Regulations Section l.1445-2(b)(2) from Seller and each domestic Subsidiary of Seller that transfers Purchased Equity Interests or Purchased Assets pursuant to this Agreement; (k) a duly executed assignment and assumption agreement or other comparable instrument of assignment and assumption, substantially in the form of Exhibit F, evidencing assumption of the Assumed Liabilities by Purchaser or one or more of its Designated Affiliates and retention of the Excluded Liabilities by Seller or its Subsidiaries (other than any Acquired Companies), and all other instruments or documents as shall be necessary in the reasonable judgment of Purchaser to evidence the assignment by Seller of the Purchased Assets and the assumption by Purchaser or one or more of its Designated Affiliates of the Assumed Liabilities and acquisition, assumption or retention of the Excluded Assets and Excluded Liabilities by Seller or its Subsidiaries (other than the Acquired Companies), subject to Sections 6.3(b) and 10.4(b); (l) any real property Transfer Tax returns (as described in Section 14.10 hereof) required to be executed by Seller or any of its SubsidiariesAssets; and (mvii) Seller shall deliver to Purchaser, such further instruments of transfer as Purchaser shall reasonably request, to vest in Purchaser all of Sellers' right, title and interest in and to the Laser License Agreement Assets, including, but not limited to, any documents evidencing the assignment to Purchaser of the Intellectual Property (the “Laser License Agreement”which documents are attached hereto as Exhibit G), substantially and take such other actions as Purchaser shall reasonably request to enable Purchaser to use such Assets, as contemplated herein and in the form of Exhibit G, duly executed by SellerSeller Documents.

Deliveries by Seller to Purchaser. At Simultaneously with the Closingdeliveries by Purchaser, Seller shall deliver, or shall cause to be delivered, to Purchaser and/or one or more of its Designated Affiliates the followingwill: (ai) stock certificates or appropriate certificates deliver to Seller an executed copy of ownership, as applicable, representing all of the Purchased Equity Interests (other than those that are in book-entry form), in each case accompanied by stock powers duly executed in blank or other duly executed instruments of transferthis Agreement; (bii) one or more bills assign and transfer to Purchaser good and valid title in and to the Assets (free and clear of sale, all Liens) by delivery of (A) a General Assignment and Bxxx of Sale substantially in the form of Exhibit B, or local transfer agreements as may be necessary or desirable under applicable Law, or comparable instruments of transfer transferring to Purchaser and/or one or more of its Designated Affiliates all of the Purchased AssetsF hereto, duly executed by Seller, (B) an assignment of the Intellectual Property in form and substance reasonably satisfactory to Purchaser to vest in Purchaser all of Seller’s right, title and interest in, to and under the Patents , including but not limited to instruments of assignment in a form suitable for filing with the U.S. Patent and Trademark Office (including, but not limited to, United States Patent and Trademark Office Form No. SB/41) to reflect the transfer of the Patents included in the Assets and, upon filing such instrument with the U.S. Patent and Trademark Office, to record the sale of all of Seller’s right, title and interest in, to and under the Patents to the Purchaser, and (C) such other good and sufficient instruments of conveyance, assignment and transfer, in form and substance reasonably acceptable to Purchaser’s counsel, as shall be effective to vest in Purchaser good and marketable title to the Assets, free of all Liens, including, but not limited to, written notices from Seller to all parties under any Contract relating to the Assets, addressed to such parties, in the form prepared by Seller and reasonably acceptable to Purchaser, for the release of such Contracts; (ciii) limited warranty deeds, substantially in deliver to Purchaser a receipt for the form of Exhibit C (with such modifications as may be required in the applicable local jurisdiction), with respect to the Owned Real Properties (other than Acquired Company Owned Real Property) and the Timberlands transferred pursuant to Section 1.6 (collectively, the “Deeds”)Purchase Price; (div) duly executed instruments of assignment deliver to Purchaser regulatory consents and assumption of the Real Property Leases approvals and third-party consents referred to which Seller or any of its Subsidiaries (other than Acquired Companies) is a party, substantially in the form of Exhibit D, subject to Sections 6.3(b) 8.04 and 10.4(b) (and all other applicable terms of this Agreement)8.05; (ev) a receipt duly executed by Seller acknowledging payment of deliver to Purchaser the Closing Date Cash Consideration; (f) duly executed instruments of assignment or transfer and assumption of the Purchased Intellectual Property other than Computer Software, which is covered by other Sections of this Agreement, substantially in the form of Exhibit E or local assignment agreements as may be necessary or desirable under applicable Law; (g) the certificates opinion referred to in Section 8.9 signed by a duly authorized officer of Seller8.07; (hvi) make available to Purchaser, at the resignations location of the officersAssets, as corporate officers, and directors of the Acquired Companies set forth on Schedule 3.2(h); (i) the Transition Agreements, duly executed by Seller; (j) a certificate of non-foreign status pursuant to Treasury Regulations Section l.1445-2(b)(2) from Seller and each domestic Subsidiary of Seller that transfers Purchased Equity Interests or Purchased Assets pursuant to this Agreement; (k) a duly executed assignment and assumption agreement or other comparable instrument of assignment and assumption, substantially in the form of Exhibit F, evidencing assumption of the Assumed Liabilities by Purchaser or one or more of its Designated Affiliates and retention of the Excluded Liabilities by Seller or its Subsidiaries (other than any Acquired Companies), and all other instruments or documents as shall be necessary in the reasonable judgment of Purchaser to evidence the assignment by Seller of the Purchased Assets and the assumption by Purchaser or one or more of its Designated Affiliates of the Assumed Liabilities and acquisition, assumption or retention of the Excluded Assets and Excluded Liabilities by Seller or its Subsidiaries (other than the Acquired Companies), subject to Sections 6.3(b) and 10.4(b); (l) any real property Transfer Tax returns (as described in Section 14.10 hereof) required to be executed by Seller or any of its SubsidiariesAssets; and (mvii) Seller shall deliver to Purchaser, such further instruments of transfer as Purchaser shall reasonably request, to vest in Purchaser all of Sellers’ right, title and interest in and to the Laser License Agreement Assets, including, but not limited to, any documents evidencing the assignment to Purchaser of the Intellectual Property (the “Laser License Agreement”which documents are attached hereto as Exhibit G), substantially and take such other actions as Purchaser shall reasonably request to enable Purchaser to use such Assets, as contemplated herein and in the form of Exhibit G, duly executed by SellerSeller Documents.