Common use of Deliveries by Sellers Clause in Contracts

Deliveries by Sellers. At the Closing, Sellers shall deliver or cause to be delivered to Buyer the following items: (a) the stock or other certificates representing the Shares with duly executed stock powers or assignments attached in proper form for transfer; (b) a Master Services Agreement with respect to each of VIL and VGS, each duly executed by TAT; (c) a Transition Services Agreement for the benefit of each of the Acquired Companies, duly executed by TAT; (d) an assignment to Buyer of any confidentiality or non-disclosure agreements in favor of TAT or any Seller relating to the potential acquisition of any Acquired Company, including by acquisition of its equity securities or assets, by merger, consolidation, or otherwise; (e) a closing statement reflecting the flow of funds at the Closing, duly executed by TAT, Sellers, and the Acquired Companies; (f) a certificate from each Seller dated as of the Closing Date, duly executed by the Secretary of each Seller, given by him or her on behalf of the applicable Seller and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the Board of Directors of such Seller authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; (ii) the incumbency, authority and specimen signature of each officer of such Seller executing this Agreement on behalf of the Acquired Company; and (iii) true and complete copies of the Organizational Documents of such Seller; (g) a certificate of an executive officer of TAT, given by him or her on behalf of TAT and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of TAT) and Section 8.3(b) have been satisfied (the “TAT Closing Certificate”); and (h) a certificate of an executive officer of each Seller, given by him or her on behalf of such Seller and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of such Seller) and Section 8.3(b) have been satisfied (the “Seller Closing Certificate”).

Deliveries by Sellers. At the Closing, Sellers each Seller shall deliver or cause to be delivered to Buyer the following itemsBuyer: (a) the stock or other i. certificates representing all of the Shares with Purchased Remaining Company Interests to be purchased and sold at the Closing to the extent such Purchased Remaining Company Interests are certificated, duly executed stock powers or assignments attached endorsed in proper blank, free and clear of all Liens and any other instruments of transfer, duly endorsed in blank, and, to the extent not certificated, appropriate instruments of transfer, duly endorsed in blank, in each case, in form for transferand substance reasonably satisfactory to Buyer; (b) ii. a Master Services Agreement certificate of good standing with respect to each Seller issued by the Secretary of VIL and VGS, each duly executed by TATState of the State of California as of a date not more than five (5) Business Days prior to the Closing Date; (c) iii. a Transition Services Agreement for copy of the benefit resolutions of the board of directors and shareholders of each Seller, certified by an authorized signatory of each Seller as having been duly and validly adopted and being in full force and effect, authorizing the Acquired Companies, duly executed execution and delivery of this Agreement and the performance by TATsuch Seller of its obligations hereunder; (d) iv. an assignment to Buyer officer's certificate, signed by a duly authorized officer of any confidentiality or non-disclosure agreements in favor of TAT or any Seller relating to the potential acquisition of any Acquired Company, including by acquisition of its equity securities or assets, by merger, consolidation, or otherwise; (e) a closing statement reflecting the flow of funds at the Closing, duly executed by TAT, Sellers, and the Acquired Companies; (f) a certificate from each Seller and dated as of the Closing Date, duly executed certifying the fulfillment by the Secretary of each Seller, given by him or her on behalf of the applicable Seller and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the Board of Directors of such Seller authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; (ii) the incumbency, authority and specimen signature of each officer of such Seller executing this Agreement on behalf of the Acquired Company; and (iii) true and complete copies of the Organizational Documents of such Seller; (g) a certificate of an executive officer of TAT, given by him or her on behalf of TAT and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of TAT3(e)(ii) and Section 8.3(b) have been satisfied (the “TAT Closing Certificate”3(e)(iii); and (h) v. written terminations of the Employment Agreements in a certificate of an executive officer of each Seller, given by him or her on behalf of such Seller form mutually acceptable to Buyer and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of such Seller) and Section 8.3(b) have been satisfied Shareholders (the “Seller Closing Certificate”"Employment Terminations"), duly executed by the Shareholders, accompanied by a Release and Waiver Agreement in a form mutually acceptable to Buyer and the Shareholders (the "Employment Releases") duly executed by the Shareholders.

Deliveries by Sellers. At On the ClosingClosing Date, Sellers shall deliver or cause to be delivered to Buyer the following itemsto Buyer: (a) a certificate or certificates evidencing all of the stock Bank Stock, which shall be properly endorsed for transfer or other certificates representing the Shares with accompanied by duly executed stock powers powers, in either case executed in blank or assignments attached as otherwise directed by Buyer and otherwise in proper a form acceptable for transfertransfer on the books of Bank; (b) copies of the charters of Bank and each Bank Subsidiary certified as of a Master Services Agreement with respect recent date by an appropriate government official of its respective jurisdiction of incorporation and certified by its respective Secretary or Assistant Secretary as to each the absence of VIL any amendments between the date of certification by the official and VGS, each duly executed by TATthe Closing Date; (c) a Transition Services Agreement for certificate from the benefit appropriate governmental official as to the good standing of Bank and each Bank Subsidiary in such entity's respective jurisdiction of the Acquired Companies, duly executed by TATincorporation or organization as of a recent date; (d) an assignment to Buyer a certificate of any confidentiality the Secretary or non-disclosure agreements in favor Assistant Secretary of TAT or any Seller relating to Bank and each Bank Subsidiary attaching thereto a true and correct copy of the potential acquisition bylaws of any Acquired Company, including by acquisition of its equity securities or assets, by merger, consolidation, or otherwiseBank and each such Bank Subsidiary; (e) either a closing statement reflecting "sworn affidavit" or a "qualifying statement" of SC that complies with Section 1445 of the flow of funds at the Closing, duly executed by TAT, Sellers, and the Acquired CompaniesCode; (f) a certificate from copies of resolutions duly adopted by the Board of Directors and shareholders of each Seller dated authorizing this Agreement and the transactions contemplated hereby, certified as of the Closing Date, duly Date by a Secretary or Assistant Secretary of such party; (g) an incumbency certificate executed by the a Secretary or Assistant Secretary of each Seller, given by him or her on behalf Seller certifying the names and true signatures of the applicable Seller and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the Board of Directors officers of such Seller authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; (ii) the incumbency, authority and specimen signature of each officer of such Seller executing authorized to sign this Agreement and other documents to be delivered hereunder on behalf of the Acquired Company; and (iii) true and complete copies of the Organizational Documents of such Seller; (gh) a certificate the signed resignations of an executive officer the directors of TAT, given by him or her on behalf Bank effective as of TAT and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of TAT) and Section 8.3(b) have been satisfied (the “TAT Closing Certificate”)Date; and (hi) a certificate of an executive officer of each Seller, given the documents required to be delivered by him or her on behalf of Sellers pursuant to Section 7.2 and such Seller and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of such Seller) and Section 8.3(b) have been satisfied (the “Seller Closing Certificate”)other documents as may be required by this Agreement.

Deliveries by Sellers. At or prior to the Closing, Sellers shall deliver or cause to be delivered to Buyer the following items: (a) a Bill of Sale, Assignment and Assumption Agreement, in the stock or other certificates representing form attached hereto as Exhibit B (the Shares with “Bill of Sale”), duly executed stock powers or assignments attached in proper form for transferby each Seller; (b) a Master Transition Services Agreement with respect to each of VIL and VGSAgreement, each in the form attached hereto as Exhibit C (the “TSA”), duly executed by TATRubicon Tech Holdings; (c) a Transition Services Agreement for an Assignment of Workspace Membership Agreement, in the benefit of each of form attached hereto as Exhibit D (the Acquired Companies“Workspace Assignment”), with respect to the Workspace, duly executed by TATRubicon Tech Holdings; (d) an assignment to Buyer of any confidentiality or non-disclosure agreements Intellectual Property Assignment Agreement, in favor of TAT or any Seller relating to the potential acquisition of any Acquired Companyform attached hereto as Exhibit E (the “IP Assignment”), including duly executed by acquisition of its equity securities or assets, by merger, consolidation, or otherwiseRubicon Tech Holdings; (e) a closing statement reflecting an Equity Interest Assignment, in the flow of funds at form attached hereto as Exhibit F (the Closing, duly executed by TAT, Sellers, and the Acquired Companies“Equity Interest Assignment”); (f) a certificate from each (the “Seller Officer Certificate”) dated as of the Closing Date, duly executed by the Secretary an officer of each Seller, given by him or her on behalf of the applicable such Seller and not in his or her individual capacity, certifying as to: (i) an attached copy to the effectiveness of the resolutions of the Board of Directors Governing Body of such Seller authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; (ii) the incumbency, authority and specimen signature of each officer of such Seller executing this Agreement on behalf of the Acquired Company; and (iii) true and complete copies of the Organizational Documents of such Seller; (g) a certificate certificates of an executive officer the Secretary of TAT, given by him or her on behalf State of TAT and not the State in his or her individual capacity, which each Seller is organized as to the effect that the conditions set forth good standing of such Seller in Section 8.3(a) (solely with respect to the representations and warranties such jurisdiction as of TAT) and Section 8.3(b) have been satisfied (the “TAT Closing Certificate”); anda reasonably recent date; (h) a certificate properly completed and executed IRS Form W-9 from each Seller (each, a “Seller W-9”); (i) a certificate, dxxx completed and executed by each Seller pursuant to Section 1.1445-2(b)(2) of an executive officer of each Sellerthe Treasury Regulations promulgated under the Code, given by him or her on behalf of certifying that such Seller is not a “foreign person” within the meaning of Section 1445 of the Code; (j) the duly executed resignations of all directors, officers and not managers of Rxxxxxx International and Rubicon Germany, as applicable, in his form and substance reasonably satisfactory to Buyer; and (i) executed Consents from the lenders or her individual capacitytheir Representatives and agents under each of the Existing Credit Agreements permitting the purchase of the Purchased Assets by the Buyer and (ii) lien releases (including UCC termination statements or amendments) from the lenders or their Representatives and agents under each of the Existing Credit Agreements releasing the Purchased Assets from any and all Liens under each of the Existing Credit Agreements, in the case of clauses (i) and (ii) in form and substance satisfactory to the effect that the conditions set forth in Section 8.3(a) (solely with respect Buyer and delivered to Buyer prior to the representations and warranties of such Seller) and Section 8.3(b) have been satisfied (the “Seller Closing Certificate”)Closing.

Deliveries by Sellers. At the Closing, in addition to any other documents or agreements required under this Agreement, Sellers shall deliver or cause to be delivered to Buyer the following itemsfollowing: (a) Certificates evidencing all of the stock Shares, which certificates shall be duly endorsed in blank or other certificates representing the Shares with accompanied by duly executed stock powers or assignments attached in proper form for transferpowers; (b) a Master Services Agreement with respect to each The resignations of VIL the persons listed in Exhibit 7.2(b) as directors and VGS, each duly executed by TATofficers of the Company; (c) a Transition Services Agreement for the benefit of each of the Acquired CompaniesEvidence, duly executed by TATin form satisfactory to Buyer, that all consents and approvals referred to in Exhibit 2.3 have been obtained; (d) an assignment to Buyer Except for those Liens specified on Exhibit 7.2(d) attached hereto, a written statement from each Person holding a Lien upon any of any confidentiality or non-disclosure agreements in favor the assets of TAT or any Seller relating to the potential acquisition of any Acquired Company, including by acquisition or upon any Shares, confirming the repayment of its equity securities or assets, by merger, consolidation, or otherwisethe indebtedness secured thereby and the release as of the Closing Date of (i) such Lien and (ii) all obligation xxxxxx any and all Contracts relating thereto; (e) a closing statement reflecting A certificate dated the flow Closing Date of funds at each Seller certifying as to the Closing, duly executed compliance by TAT, Sellers, each Seller and the Acquired CompaniesCompany, as the case may be, with Sections 5.1 and 5.2; (f) a certificate The Certificates of Incorporation or similar instruments of the Company certified by the Secretary of State or equivalent Person of the jurisdiction of incorporation of the Company, and Bylaws or similar instruments of the Company, certified by the Secretary of the Company; (g) Certificates of Good Standing for the Company from each Seller the Republic of South Africa; (h) An opinion, dated as of the Closing Date, duly executed by of [Name}, counsel for Sellers and the Secretary of each SellerCompany, given by him or her on behalf of substantially in the applicable Seller and not in his or her individual capacity, certifying form attached hereto as to: Exhibit 7.2(h); (i) an attached copy [Intentionally omitted]. (j) A certificate of the Company's Secretary certifying resolutions of the Board of Directors of such Seller authorizing the Company approving this Agreement, the Company's Related Agreements and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement, hereby and stating that such resolutions have not been amended, modified, revoked or rescinded; thereby (iitogether with an incumbency and signature certificate regarding the officer(s) the incumbency, authority and specimen signature of each officer of such Seller executing this Agreement signing on behalf of the Acquired Company; and (iii) true and complete copies of the Organizational Documents of such Seller; (g) a certificate of an executive officer of TAT, given by him or her on behalf of TAT and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of TAT) and Section 8.3(b) have been satisfied (the “TAT Closing Certificate”); and (h) a certificate of an executive officer of each Seller, given by him or her on behalf of such Seller and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of such Seller) and Section 8.3(b) have been satisfied (the “Seller Closing Certificate”).

Deliveries by Sellers. At the ClosingSellers will deliver, Sellers shall deliver or cause to be delivered delivered, to Buyer the following itemsBuyer: (ai) the stock or other Escrow Agreement executed by Sellers; (ii) certificates representing the Shares with Shares, duly endorsed (or accompanied by duly executed stock powers or assignments attached in proper form for transferpowers); (biii) a Master Services Agreement with respect to each of VIL and VGS, each duly release executed by TATSellers in form attached hereto as Exhibit B (the “Sellers’ Release”); (civ) a Transition Services Agreement for an employment agreement in the benefit of each of the Acquired Companies, duly form attached hereto as Exhibit C executed by TATXx. Xxxxxxx (the “Xxxxxxx Employment Agreement”); (dv) an assignment to Buyer of any confidentiality or non-disclosure agreements the Registration Rights Agreement in favor of TAT or any Seller relating to the potential acquisition of any Acquired Company, including form attached hereto as Exhibit D executed by acquisition of its equity securities or assets, by merger, consolidation, or otherwiseSellers (the “Registration Rights Agreement”); (evi) a closing statement reflecting executed letters of resignation from all officers and directors of the flow of funds at Company, effective upon the Closing, duly executed by TAT, Sellers, and the Acquired Companiesin forms reasonably acceptable to Buyer; (fvii) a certificate from each Seller signed by Sellers, certifying to the fulfillment of the conditions specified in Sections 8.1 and 8.2; (viii) an opinion of counsel to Sellers and the Company, dated as of the Closing Date, duly executed by the Secretary of each Seller, given by him or her on behalf of the applicable Seller and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the Board of Directors of such Seller authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; (ii) the incumbency, authority and specimen signature of each officer of such Seller executing this Agreement on behalf of the Acquired Company; and (iii) true and complete copies of the Organizational Documents of such Sellera form reasonably acceptable to Buyer; (gix) the Audited Financial Statements; (x) the Required Consents; (xi) documentary evidence in a form reasonably satisfactory to Buyer of the liquidation of BTT and BTIL and the pre-Closing contribution of the assets of each of those entities to the Company; (xii) a certificate of an executive officer of TAT, given lease executed by him or her on behalf of TAT Sellers for office space used in the Business and not located in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of TAT) and Section 8.3(b) have been satisfied (the “TAT Closing Certificate”)Sellers’ residence; and (hxiii) a certificate such other documents as Buyer may reasonably request for the purpose of an executive officer evidencing the accuracy of each any of Sellers’ representations and warranties, evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by such Seller, given by him evidencing the satisfaction of any condition referred to in Article 8, or her on behalf otherwise facilitating the consummation or performance of such Seller and not in his or her individual capacity, to any of the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of such Seller) and Section 8.3(b) have been satisfied (the “Seller Closing Certificate”)Contemplated Transactions.

Deliveries by Sellers. At or prior to the Closing, the Sellers shall deliver or cause to be delivered to Buyer the following itemsPurchaser: (a) the stock or other certificates representing the Shares duly endorsed in blank for transfer, or with duly executed appropriate stock powers or assignments attached in proper form for transferblank attached; (b) the resignations of all the officers and directors of the Company, provided, that the resignation of Ron Davis as a Master Services Agreement member of thx xxxxx xf directors of the Company shall be undated with respect the agreement that it shall be accepted by the Company on or after the date that shall be ten (10) days subsequent to each the date that the Information Statement on Schedule 14F-1 is mailed to the shareholders of VIL and VGS, each duly executed by TATthe Company informing such shareholders of a change in control of the board of directors of the Company; (c) a Transition Services Agreement for the benefit of each bank accounts, stock book, stock ledger, minute books and corporate seal of the Acquired Companies, duly executed by TATCompany; (d) an assignment to Buyer of any confidentiality or non-disclosure agreements in favor of TAT or any a certificate executed by each Seller relating to the potential acquisition of any Acquired Company, including by acquisition of its equity securities or assets, by merger, consolidation, or otherwiseeffect that all conditions set forth in SECTION 7.2 have been satisfied (the "SELLER'S CERTIFICATE"); (e) a closing statement reflecting possession of all originals and copies of agreements, instruments, documents, deeds, books, records, files and other data and information within the flow possession of funds at the ClosingSellers or any Affiliate of the Sellers pertaining to the Company (collectively, duly executed by TAT, Sellers, and the Acquired Companies"RECORDS"); (f) a certificate from each Seller dated as of evidence satisfactory to Purchaser that the Closing DatePurchaser or his designees shall be the only authorized signatories with respect to the Company's various accounts, duly executed by the Secretary of each Sellercredit lines, given by him safe deposit boxes or her on behalf of the applicable Seller and not vaults set forth or required to be set forth in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the Board of Directors of such Seller authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; (ii) the incumbency, authority and specimen signature of each officer of such Seller executing this Agreement on behalf of the Acquired Company; and (iii) true and complete copies of the Organizational Documents of such SellerSCHEDULE 3.14; (g) all correspondence with the Securities and Exchange Commission (the "SEC"); (h) all correspondence with the Financial Industry Regulatory Authority ("FINRA"); (i) letters from each of the Sellers and each of the officers and directors of the Company addressed to the Purchaser that all SEC Reports were true and accurate when filed with the SEC (the "10b-5 LETTERS"), in the form attached hereto as EXHIBIT A; (j) a certificate dated within three (3) business days of an executive officer the Closing Date evidencing the Company's good standing in the State of TAT, given by him or her on behalf of TAT and not in his or her individual capacity, to the effect that the conditions set forth Nevada; (k) all Tax Returns (as defined in Section 8.3(a8.1(k) below); (solely with respect to the representations and warranties of TATl) and Section 8.3(b) have been satisfied (the “TAT Closing Certificate”)all blue sky filings; and (hm) a certificate proof of an executive officer the closing of each Seller, given by him or her on behalf of such Seller and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of such Seller) and Section 8.3(b) have been satisfied (the “Seller Closing Certificate”)Other Share Acquisition.

Deliveries by Sellers. At the Closing, Sellers shall will deliver or cause to be delivered to Buyer the following itemsdocuments to Buyer: (a) the stock or other certificates representing the Shares with duly A certificate executed stock powers or assignments attached in proper form for transfer; (b) a Master Services Agreement with respect to each of VIL and VGS, each duly executed by TAT; (c) a Transition Services Agreement for the benefit on behalf of each of Seller by the Acquired Companiespresident, duly executed by TAT; (d) an assignment to Buyer of any confidentiality or non-disclosure agreements in favor of TAT or any Seller relating to the potential acquisition of any Acquired Company, including by acquisition of its equity securities or assets, by merger, consolidationsenior vice president, or otherwise; (e) a closing statement reflecting the flow vice president of funds at the Closingeach Seller, duly executed by TAT, Sellers, and the Acquired Companies; (f) a certificate from each Seller dated as of the Closing Date, duly executed by the Secretary of each Sellerrepresenting and certifying, given by him or her on behalf of the applicable Seller and not in his or her individual capacitysuch detail as Buyer may reasonably request, certifying as to: (i) an attached copy of the resolutions of the Board of Directors of such Seller authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; (ii) the incumbency, authority and specimen signature of each officer of such Seller executing this Agreement on behalf of the Acquired Company; and (iii) true and complete copies of the Organizational Documents of such Seller; (g) a certificate of an executive officer of TAT, given by him or her on behalf of TAT and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(aSections 9.1 and 9.2 have been fulfilled. (b) The certificates, instruments, and documents listed below: (solely i) The stock certificates representing all of the Purchased Interests duly endorsed in blank, or accompanied by stock powers duly executed in blank, and otherwise in form acceptable to Buyer for transfer of the Purchased Interests to Buyer free and clear of all Encumbrances. (ii) The minute books, stock records, and corporate seal (if any) of each Acquired Company. (iii) The written resignations of the directors and officers of each Acquired Company, such resignations to be effective concurrently with the Closing on the Closing Date. (iv) Evidence of the receipt of each Governmental Approval required hereunder with respect to Sellers. (v) Such other certificates, instruments of conveyance, and documents as may be reasonably requested by Buyer prior to the representations Closing Date to carry out the intent and warranties purposes of TATthis Agreement. (c) The Transition Services Agreement duly executed by EPC. (d) Evidence reasonably satisfactory to Buyer that (i) either (A) the Note Redemption has been consummated in accordance with the terms of Section 6.3(a) or (B) the Consent Solicitation has been consummated in accordance with the terms of Section 6.3(a) and Section 8.3(bthe Consent Amendment has been duly executed and delivered by ANR Pipeline and the Trustee under the 8 7/8% Indenture and is in full force and effect and (ii) the Replacement Debt Repayment Amount has been repaid in full, all agreements related to the Replacement Debt have been satisfied (the “TAT Closing Certificate”); and (h) a certificate of an executive officer of each Seller, given by him terminated and no Acquired Company has any liability or her on behalf of such Seller and not in his or her individual capacity, obligation related to the effect that Replacement Debt after the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of such Seller) and Section 8.3(b) have been satisfied (the “Seller Closing Certificate”)Closing.

Deliveries by Sellers. At the Closing, Sellers each of the Sellers, --------------------- as applicable, shall deliver or cause to be delivered to Buyer Purchaser, all duly executed, the following itemsfollowing: (a) Duly executed certificates in valid form evidencing all of the stock Company Shares owned by each Seller, duly endorsed in blank or other certificates representing the Shares with accompanied by duly executed stock powers attached or assignments attached otherwise executed in proper form for transferthe presence of authorized representatives of Purchaser; (b) a Master Services Agreement with respect to each Except as may be otherwise required by Purchaser, the written resignations of VIL all officers and VGS, each duly executed by TATdirectors of the Company as of the time of Closing; (c) a Transition Services Agreement A current certificate of good standing for the benefit Company from each applicable jurisdiction of each of the Acquired Companies, duly executed by TATadmittance and incorporation; (d) an assignment to Buyer A certified copy of any confidentiality or non-disclosure agreements in favor resolutions of TAT or any Seller relating to the potential acquisition directors of any Acquired Company, including by acquisition the Company and the Shareholders authorizing the execution and delivery of its equity securities or assets, by merger, consolidation, or otherwisethis Agreement and each of the Collateral Documents; (e) a closing statement reflecting Each of the flow of funds Sellers shall execute and deliver the Certificate described at the Closing, duly executed by TAT, Sellers, and the Acquired CompaniesSection 6.1; (f) a certificate A release from each Seller dated as Seller, in a form and content satisfactory to Purchaser, which provides that the Sellers are releasing the Company from any and all claims, causes of action, debts and obligations whatsoever existing on the Closing Date, duly executed by the Secretary of each Seller, given by him or her on behalf of the applicable Seller and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the Board of Directors of such Seller authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; (ii) the incumbency, authority and specimen signature of each officer of such Seller executing this Agreement on behalf of the Acquired Company; and (iii) true and complete copies of the Organizational Documents of such Seller; (g) a certificate A Noncompete Agreement in form and substance attached as Schedule 1.7(g); (h) An Employment Agreement with Xxxxx Xxxxxxx in form and substance as attached hereto as Schedule 1.6(d); (i) A favorable opinion from counsel for the Sellers, dated the date of an executive officer of TATthe Closing, given by him or her on behalf of TAT in form and not in his or her individual capacitysubstance satisfactory to counsel for Purchaser, to the effect (i) that this Agreement and the conditions set forth in Section 8.3(a) (solely with respect Collateral Documents have been duly and legally authorized, executed and delivered by the Sellers and are the valid, enforceable and binding Agreements of the Sellers, except to the representations extent enforceability may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditor's rights generally, (ii) those permits and warranties of TATlicenses listed on Schedule 3.3(vii) and Section 8.3(b) are valid, have been satisfied duly issued and are in full force and effect, and (iii) the “TAT Closing Certificate”)Company is a business corporation duly organized, validly existing and in a condition of good standing under the laws of each jurisdiction where it does business; (j) The books and records of the Company, including, without limitation, all original financial and operating records, the corporate minute book and seal, the corporate stock ledger, and all title documents; and (hk) a certificate of an executive officer of each SellerOther documents and instruments required by this Agreement, given by him or her on behalf of such Seller and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of such Seller) and Section 8.3(b) have been satisfied (the “Seller Closing Certificate”)if any.

Deliveries by Sellers. At the Closing, Sellers shall deliver will deliver, or cause to be delivered to Buyer delivered, the following itemsto Purchaser: (a) the stock or other certificates Certificates representing the Shares Shares, together with a duly executed stock powers or assignments attached in proper form for transferassignment separate from certificate evidencing transfer to Purchaser; (b) a Master Services Agreement with respect Resignations of all managers, directors, officers and persons holding similar positions of the Corporation and the Subsidiary (to each of VIL and VGSthe extent elected or appointed by the Corporation or the Subsidiary), each duly executed by TATeffective upon the Closing; (c) a Transition Services Agreement for Copies of any and all third party consents, waivers or approvals obtained by Sellers with respect to the benefit of each transfer of the Acquired Companies, duly executed by TAT; (d) an assignment to Buyer of any confidentiality Shares or non-disclosure agreements in favor of TAT or any Seller relating to the potential acquisition of any Acquired Company, including by acquisition of its equity securities or assets, by merger, consolidation, or otherwise; (e) a closing statement reflecting the flow of funds at the Closing, duly executed by TAT, Sellers, and the Acquired Companies; (f) a certificate from each Seller dated as of the Closing Date, duly executed by the Secretary of each Seller, given by him or her on behalf of the applicable Seller and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the Board of Directors of such Seller authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated byby this Agreement; (d) A copy, certified by the secretary or managers of Sellers, of resolutions of the board of directors, managers, shareholder, and member of Sellers authorizing the execution and delivery of this Agreement, all of the agreements and stating that such resolutions have not been amendedinstruments to be executed and delivered by Sellers in connection herewith, modified, revoked and of the consummation of the transactions contemplated hereby; and (e) A certificate of the secretary or rescinded; (ii) managers of Sellers identifying the incumbency, authority name and specimen signature title and bearing the signatures of each officer the officers or managers of such Seller executing Sellers authorized to execute and deliver this Agreement on behalf of and the Acquired Company; other agreements and (iii) true and complete copies of the Organizational Documents of such Sellerdocuments contemplated hereby; (gf) a certificate Certificates of an executive officer of TAT, given by him good standing or her on behalf of TAT and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) (solely similar documents with respect to each Seller and the representations Corporation and warranties the Subsidiary issued by the Secretary of TATState of the State of Kansas within five (5) and Section 8.3(b) have been satisfied (the “TAT Closing Certificate”)Business Days prior to Closing; and (h) a certificate of an executive officer of each SellerEmployment agreements, given by him or her on behalf of such Seller including non-compete provisions, with the following individuals (in form satisfactory to Quest): E. Wayne Willhite and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of such Seller) and Section 8.3(b) have been satisfied (the “Seller Closing Certificate”)James R. Perkins.

Deliveries by Sellers. At the each Put/Call Closing, Sellers each Seller shall deliver or cause to be delivered to Buyer the following itemsBuyer: (ai) the stock or other certificates representing all of the Shares with Purchased Remaining Company Interests to be purchased and sold at such Put/Call Closing to the extent such Purchased Remaining Company Interests are certificated, duly executed stock powers or assignments attached endorsed in proper blank, free and clear of all Liens and any other instruments of transfer, duly endorsed in blank, and, to the extent not certificated, appropriate instruments of transfer, duly endorsed in blank, in each case, in form for transferand substance reasonably satisfactory to Buyer; (bii) a Master Services Agreement certificate of good standing with respect to each of VIL and VGS, each duly executed by TAT; (c) a Transition Services Agreement for the benefit of each of the Acquired Companies, duly executed by TAT; (d) an assignment to Buyer of any confidentiality or non-disclosure agreements in favor of TAT or any Seller relating to the potential acquisition of any Acquired Company, including by acquisition of its equity securities or assets, by merger, consolidation, or otherwise; (e) a closing statement reflecting the flow of funds at the Closing, duly executed by TAT, Sellers, and the Acquired Companies; (f) a certificate from each Seller dated as of the Closing Date, duly executed issued by the Secretary of each Seller, given by him or her on behalf State of the applicable Seller and State of California as of a date not in his or her individual capacity, certifying as to: more than two (i2) an attached Business Days prior to the Put/Call Closing Date; (iii) a copy of the resolutions of the Board board of Directors directors (or equivalent body) of each Seller, certified by an authorized signatory of each Seller as having been duly and validly adopted and being in full force and effect, authorizing the execution and delivery of this Agreement and the performance by such Seller authorizing of its obligations hereunder; and (iv) an officer’s certificate, signed by a duly authorized officer of each Seller and approving the execution, delivery and performance of, and the consummation dated as of the transactions contemplated byPut/Call Closing Date, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; (ii) certifying the incumbency, authority and specimen signature of each officer of fulfillment by such Seller executing this Agreement on behalf of the Acquired Company; and (iii) true and complete copies of the Organizational Documents of such Seller; (g) a certificate of an executive officer of TAT, given by him or her on behalf of TAT and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of TAT3(e)(ii) and Section 8.3(b) have been satisfied (the “TAT Closing Certificate”3(e)(iii); and (h) a certificate of an executive officer of each Seller, given by him or her on behalf of such Seller and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of such Seller) and Section 8.3(b) have been satisfied (the “Seller Closing Certificate”).;

Deliveries by Sellers. At the ClosingClosing (or, Sellers shall deliver in the case of those items contemplated by paragraph (j) below, at the Facilities on or before the Closing Date), each Seller will deliver, or cause to be delivered to Buyer delivered, the following itemsto Buyer: (a) the stock or other certificates representing the Shares with The Bill of Sale, duly executed stock powers or assignments attached in proper form for transferby such Seller; (bx) a Master Services Agreement Copies of any and all governmental and other third party consents, waivers or approvals obtained by Sellers with respect to each the transfer of VIL and VGSthe Purchased Interests, each duly executed or the consummation of the transactions contemplated by TATthis Agreement; (c) a Transition Services Agreement for the benefit The opinions of each counsel and officer's certificates of the Acquired Companies, duly executed such Seller contemplated by TATSection 7.1; (d) an assignment Bargain and sale deeds with covenant provided for by Section 13 of the Lien Law of the State of New York, conveying the Real Property to Buyer Buyer, in substantially the forms of Exhibit F hereto, duly executed and acknowledged by such Seller in recordable form, and any confidentiality owner's affidavits or non-disclosure agreements in favor of TAT or any Seller relating to similar documents reasonably required by the potential acquisition of any Acquired Company, including by acquisition of its equity securities or assets, by merger, consolidation, or otherwisetitle company; (e) a closing statement reflecting the flow of funds at the ClosingAll Ancillary Agreements, duly executed by TAT, any or all Sellers, and the Acquired Companiesas appropriate; (f) a certificate from each Seller dated as of the Closing DateCopies, duly executed certified by the Secretary or Assistant Secretary of each such Seller, given by him or her on behalf of corporate resolutions authorizing the execution and delivery of this Agreement and all of the applicable Seller agreements and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the Board of Directors of instruments to be executed and delivered by such Seller authorizing and approving the execution, delivery and performance ofin connection herewith, and the consummation of the transactions contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; (ii) the incumbency, authority and specimen signature of each officer of such Seller executing this Agreement on behalf of the Acquired Company; and (iii) true and complete copies of the Organizational Documents of such Sellerhereby; (g) a A certificate of an executive officer the Secretary or Assistant Secretary of TAT, given by him or her on behalf such Seller identifying the name and title and bearing the signatures of TAT the officers of such Seller authorized to execute and not in his or her individual capacity, to deliver this Agreement and the effect that the conditions set forth in Section 8.3(aother agreements and instruments contemplated hereby; (h) (solely Certificates of good standing with respect to such Seller, issued by the representations Secretary of the State of such Seller’s state of incorporation; (i) To the extent available, tax clearance certificates or Tax status certificates dated no more than thirty (30) days prior to the Closing for each jurisdiction identified on Schedule 4.20; (j) To the extent available, originals of the Operating Agreements, Sellers' Agreements, Non-material Contracts, Real Property Agreements and warranties Transferable Permits and, if not available, true and correct copies thereof, in all cases together with notices to and, if required by the terms thereof, consents by other Persons which are parties to the Operating Agreements, the Sellers’ Agreements, Non-material Contracts, Real Property Agreements and Transferable Permits; (k) The assets of TATthe Decommissioning Funds to be transferred pursuant to Section 6.12 shall be delivered to the Trustee of the Post-Closing Decommissioning Trust Agreement; (l) All such other instruments of assignment, transfer or conveyance as shall, in the reasonable opinion of Buyer and Section 8.3(b) have been satisfied (its counsel, be necessary or desirable to transfer to Buyer the “TAT Closing Certificate”)Purchased Interests, in accordance with this Agreement and where necessary or desirable in recordable form; and (hm) a certificate of an executive officer of each SellerSuch other agreements, given consents, documents, instruments and writings as are required to be delivered by him Sellers at or her on behalf of such Seller and not in his or her individual capacity, prior to the effect that the conditions set forth Closing Date pursuant to this Agreement or otherwise reasonably required in Section 8.3(a) (solely with respect to the representations and warranties of such Seller) and Section 8.3(b) have been satisfied (the “Seller Closing Certificate”)connection herewith.

Deliveries by Sellers. At the Closing, the Sellers shall deliver deliver, or cause to be delivered delivered, to Buyer the following items: (a) Executed payoff letters (the stock “Payoff Letters”) (drafts of which will be provided by Sellers to Buyer no later than three (3) Business Days prior to the Closing Date) from the agent, lenders and/or creditors with respect to the Debt Agreements, which Payoff Letters shall (i) provide for the payment in full of the total amount of outstanding Company Debt due such lender as of the Closing (including accrued interest and any prepayment fees or penalties or other certificates representing amounts due as a result of the Shares with duly executed stock powers consummation of the transactions contemplated by this Agreement), (ii) release any Liens and any guarantee obligations related to such Company Debt and (iii) be in form and substance reasonably satisfactory to Buyer, and any UCC termination statements or assignments attached in proper form for transferother releases as may be reasonably required to evidence the satisfaction of such Company Debt and the release of associated Liens contemplated thereby; (b) a Master Services Agreement A certificate of good standing from the Secretary of State of the State of Delaware with respect to each the Company, dated as of VIL and VGS, each duly executed by TATno more than ten (10) days prior to the Closing Date; (c) A certificate of a Transition Services Agreement for the benefit of each duly authorized officer of the Acquired Companies, duly executed by TAT; (d) an assignment to Buyer of any confidentiality or non-disclosure agreements in favor of TAT or any Seller relating to the potential acquisition of any Acquired Company, including by acquisition of its equity securities or assets, by merger, consolidation, or otherwise; (e) a closing statement reflecting the flow of funds at the Closing, duly executed by TAT, Sellers, and the Acquired Companies; (f) a certificate from each Seller dated as of the Closing Date, duly executed by the Secretary of each Seller, given by him in his or her on behalf of the applicable Seller capacity as such and not in his or her individual capacity, certifying as to: (i) an attached copy to the LLC Agreement and the certificate of formation of the Company and as to the resolutions of the Board board of Directors managers and the Members of such Seller the Company authorizing and approving this Agreement, the execution, delivery and performance ofother Transaction Documents to which the Company is a party, and the consummation of the transactions contemplated by, this Agreement, hereby and stating that such resolutions have not been amended, modified, revoked or rescinded; (ii) the incumbency, authority and specimen signature of each officer of such Seller executing this Agreement on behalf of the Acquired Company; and (iii) true and complete copies of the Organizational Documents of such Sellerthereby; (gd) A certificate from a certificate of an executive duly authorized officer of TATthe Company, given by him in his or her on behalf of TAT capacity as such and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of TAT8.2(a), Section 8.2(b) and Section 8.3(b8.2(e) have been satisfied satisfied; (e) A non-foreign affidavit from each Seller satisfying the requirements of Section 1445(b)(2) of the Code and dated as of the Closing Date; (f) A complete and executed IRS Form W-9 for each Seller providing the U.S. taxpayer identification number of such Seller together with such other evidence as may be necessary to establish that no withholding is required under Section 1446(f) of the Code; (g) Written resignations of the members of the board of managers and officers of the Company set forth on Schedule 3.1(g), in a form reasonably satisfactory to Buyer; (h) The Seller Acknowledgment, duly executed by the Seller party thereto; (i) The Escrow Agreement, duly executed by the Seller Representative; (j) An instrument of assignment, duly executed by the Company, The Xxxxxxxxx 1994 Family Trust dated December 31, 1994 and Patricia’s Trust created under the Xxxxxxxx 1994 Family Trust, dated December 31, 1994, pursuant to which the Company shall have acquired all of the outstanding shares of EMI, effective as of prior to the Closing Date (the “TAT Closing CertificateEMI Transfer”), and (ii) any other instruments reasonably necessary or appropriate in connection with such assignment, in each case in a form reasonably satisfactory to Buyer; and (hk) Evidence of termination of those Affiliate Agreements required to be terminated pursuant to Section 7.15 in a certificate of an executive officer of each Seller, given by him or her on behalf of such Seller and not in his or her individual capacity, form reasonably satisfactory to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of such Seller) and Section 8.3(b) have been satisfied (the “Seller Closing Certificate”)Buyer.

Deliveries by Sellers. At the Closing, Sellers in addition to any items the delivery of which is made an express condition pursuant to Section 2.4(a), Seller Parties shall deliver or cause to be delivered to Buyer the following itemsto Buyer: (ai) a certified copy of a resolution of the stock or board of directors of each Seller Party authorizing the execution of and the performance by such Seller Party of its obligations under this Agreement and each of the other certificates representing the Shares with duly Transaction Documents to be executed stock powers or assignments attached in proper form for transferby it; (bii) duly executed transfers of the Company Equity Interests to Buyer together with certificates, if any, evidencing the Company Equity Interests, duly endorsed by the applicable Seller or accompanied by assignments or other instruments of transfer duly executed by the applicable Seller for transfer to Buyer, free and clear of all Encumbrances, together with any instruments or documents required to be filed by such Seller with any Authority to give effect to such resignation, duly executed by such Seller if required; (iii) a Master Services Agreement written tender of resignation of each Person holding a position of director or officer (or similar position) of each Company and Company Subsidiary, together with any instruments or documents required to be filed by any such Person with any Authority to give effect to such resignation, duly executed by such Person if required; (iv) the Supply Agreement, duly executed by Seller Parent or its Affiliate; (v) the Product Rights Agreement, duly executed by Seller Parent or its Affiliate; (vi) an updated list of equity holders or register of members of each Company showing the Buyer or its assignee as the sole equity holder of each Company, affixed with the company chop of each Company and signed by the legal representative of each Company, respectively; (vii) with respect to each Company and Company Subsidiary, all company kits, statutory and corporate records and registers, certificate of VIL incorporation, company chop, common seal, copies of the memorandum and VGS, each duly executed by TATarticles of association; (c) a Transition Services Agreement for the benefit of each of the Acquired Companies, duly executed by TAT; (dviii) an assignment enterprise credit information publicity report (企业信用信息公示报告) printed from National Enterprise Credit Information Publicity System (国家企业信用信息公示系统) (or equivalent document) dated not more than 10 days prior to Buyer of any confidentiality or non-disclosure agreements in favor of TAT or any Seller relating to the potential acquisition of any Acquired Company, including by acquisition of its equity securities or assets, by merger, consolidation, or otherwise; (e) a closing statement reflecting the flow of funds at the Closing, duly executed by TAT, Sellers, and the Acquired Companies; (f) a certificate from each Seller dated as of the Closing Date, duly executed attesting to the good standing of such Company or Company Subsidiary in such jurisdiction; (ix) the updated business license and Notice on Permitted Change Registration (准予变更登记通知书) issued by local SAMR which records Buyer or its assignee as the Secretary sole equity holder of each Seller, given Company and the director appointed by him or her on behalf Buyer as new director of the applicable Seller each Company and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the Board of Directors of such Seller authorizing and approving the execution, delivery and performance ofCompany Subsidiary, and the consummation of the transactions contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; (ii) the incumbency, authority and specimen signature of each officer of such Seller executing this Agreement on behalf of the Acquired Company; and (iii) true and complete copies of the amended Organizational Documents of such Sellereach Company as registered and certified by SAMR; (gx) an enterprise credit information publicity report (企业信用信息公示报告) printed from National Enterprise Credit Information Publicity System (国家企业信用信息公示系统) (or equivalent document) dated on the Closing Date, attesting each Company has completed the Proposed Transaction; (xi) the consents from Authorities or other Persons, if any, set forth on Schedule 3.3 in forms reasonably acceptable to Buyer; (xii) a certificate letter confirming the handover of an executive officer the documents, materials and items set out in the Company Handover Checklist; (xiii) such lien releases or other written evidence reasonably satisfactory to Buyer, evidencing the release of TAT, given by him or her all Encumbrances on behalf the assets of TAT each Company and Company Subsidiary that are not in his or her individual capacity, to Permitted Encumbrances; (xiv) the effect documents evidencing that the conditions precedent set forth in Section 8.3(a) (solely with respect to the representations and warranties of TAT) and Section 8.3(b2.4(a) have been satisfied (the “TAT Closing Certificate”)satisfied; and (hxv) a certificate of an executive officer of each Sellersuch other agreements, given certificates and documents as may be reasonably requested by him Buyer to effectuate or her on behalf of such Seller and not in his or her individual capacity, to evidence the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of such Seller) and Section 8.3(b) have been satisfied (the “Seller Closing Certificate”)Proposed Transaction.

Deliveries by Sellers. At Concurrently with the Closingexecution of this Agreement, the Sellers shall deliver are delivering, or cause causing to be delivered delivered, to Buyer Purchaser the following items: (ai) the stock or other certificates representing the Shares with Membership Interests, if such membership interests are certificated, duly executed stock endorsed (or accompanied by appropriate transfer powers or assignments attached duly endorsed) in proper form blank by the registered holders thereof for transfer, together with such supporting documents, endorsements, assignments, affidavits and other good and sufficient instruments of sale and transfer, in form and substance satisfactory to Purchaser and its counsel, as are necessary to permit Purchaser (or its designee) to acquire the Membership Interests free and clear of all Liens; (bii) a Master Services Agreement with respect to reasonably current good standing certificates for each of VIL the Company and VGSits Affiliates (as defined herein) from the Secretary of State of the state of each entity’s incorporation or organization, together with written confirmation, if available or, if not, oral advice, as to the continued good standing as of the Closing from each duly executed by TATof the foregoing jurisdictions; (ciii) a Transition Services Agreement for the benefit certified copies of each of the Acquired CompaniesGoverning Documents of the Company and its Affiliates, all certified by the manager or secretary of such respective entity; (iv) certified copies of the resolutions of the members and managers (or other appropriate governing authority) of each of the applicable Sellers approving the transactions contemplated by this Agreement; (v) written resignations of each director, manager and officer, as applicable, of the Company and its Affiliates, which resignations will not result in the termination of any employment agreement currently in place between such individuals and D&R Technology, L.L.C. (vi) the joinder in the form attached as Exhibit “A” duly executed by Xxxxx Xxxxxxxxx, Xxx Xxxxxxxxxx, Xxxxx Xxxxx, Xxxxx Xxxxx and Xxxx Xxxxx; (vii) an escrow agreement in the form attached as Exhibit “B” (the “Escrow Agreement”), duly executed by TATthe Sellers; (d) an assignment to Buyer of any confidentiality or non-disclosure agreements in favor of TAT or any Seller relating to the potential acquisition of any Acquired Company, including by acquisition of its equity securities or assets, by merger, consolidation, or otherwise; (e) a closing statement reflecting the flow of funds at the Closing, duly executed by TAT, Sellers, and the Acquired Companies; (fviii) a certificate from each Seller signed by an officer of the Company, dated as of the Closing Date, duly executed by setting forth in sufficient detail reasonably acceptable to Purchaser (A) the Secretary of each SellerCertified Indebtedness, given by him or her on behalf of (B) the applicable Seller and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the Board of Directors of such Seller authorizing and approving the execution, delivery and performance ofSelling Expenses, and (C) the consummation amount payable to each Seller on the Closing Date pursuant to Section 1.2 of the transactions contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; ; (iiix) the incumbency, authority and specimen signature of each officer of such Seller executing this Agreement on behalf of the Acquired Company; and (iii) true and complete copies of the Organizational Documents payoff letters and appropriate termination statements under the Uniform Commercial Code and other documents and instruments as may be requested by Purchaser to extinguish all Indebtedness of such Seller; (g) a certificate of an executive officer of TAT, given by him or her on behalf of TAT the Company and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations its Affiliates and warranties of TAT) and Section 8.3(b) have been satisfied (the “TAT Closing Certificate”)all security interests related thereto; and (hx) a certificate non-foreign person affidavit that complies with the requirements of an executive officer Section 1445 of the Code, executed by each Seller, given by him or her on behalf of such Seller and not in his or her individual capacity, form and substance reasonably satisfactory to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of such Seller) and Section 8.3(b) have been satisfied (the “Seller Closing Certificate”)Purchaser.

Deliveries by Sellers. At the Closing, Sellers shall deliver deliver, or cause to be delivered delivered, to Buyer the following itemsfollowing: (a) stock certificates (or similar evidence) representing all of the stock Company Shares, with blank transfer forms endorsed or other certificates representing the Shares with duly executed stock powers or assignments attached executed in proper form for transfer, and with any required stock transfer stamps affixed thereto; (b) the Company Certificate of Incorporation and equivalent documents for each Included Subsidiary certified as of a Master Services Agreement with respect to recent date by the Secretary of State of the jurisdiction of incorporation or formation, as applicable, of each of VIL and VGS, each duly executed by TATAcquired Company; (c) a Transition Services Agreement for certificate of good standing issued by the benefit secretary of state of each Acquired Company’s jurisdiction of the Acquired Companiesincorporation or formation, duly executed by TATas applicable; (d) an assignment to Buyer of any confidentiality or non-disclosure agreements in favor of TAT or any Seller relating to the potential acquisition of any Acquired Company, including by acquisition of its equity securities or assets, by merger, consolidation, or otherwise; (e) a closing statement reflecting the flow of funds at the Closing, duly executed by TAT, Sellers, and the Acquired Companies; (f) a certificate from each Seller dated as an officer of the Closing Date, duly executed by the Secretary of each SellerSellers, given by him or her on behalf of the applicable Seller Sellers and not in his or her such officer’s individual capacity, certifying as to: (i) an attached copy of the resolutions of the Board of Directors of such Seller authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; (ii) the incumbency, authority and specimen signature of each officer of such Seller executing this Agreement on behalf of the Acquired Company; and (iii) true and complete copies of the Organizational Documents of such Seller; (g) a certificate of an executive officer of TAT, given by him or her on behalf of TAT and not in his or her individual capacity, to the effect that the conditions set forth in Sections 8.2(a) and (b) have been satisfied; (e) a certificate executed by each of Parent and Xxxxx Bros., duly completed pursuant to Section 8.3(a1.1445–2(b) of the Treasury Regulations, certifying that such Seller is not a foreign person, and a certificate executed by GCO Canada certifying that GCO Canada is not a United States real property holding corporation; (solely f) evidence of the release of, evidence of the payment in full of all amounts necessary for the release of, or receipt of payoff letters that, subject only to Closing, obligate a secured party to release, all Liens (including UCC-3 termination statements, if applicable), other than Permitted Encumbrances, with respect to the representations Company Shares and warranties the Acquired Assets in form and substance reasonably satisfactory to Buyer; (g) written resignations, effective as of TATthe Closing of the directors and certain officers of the Acquired Companies identified on Section 2.7(g) of the Company Disclosure Schedule; (h) the Xxxx of Sale, executed by GCO Canada and Section 8.3(bXxxxx Bros.; (i) have been satisfied the Lease Agreement, executed by Lids Properties, LLC; (j) the “TAT Closing Certificate”)Trademark Assignment Agreement, executed by GCO Canada; (k) the Transition Services Agreement, executed by Sellers; and (hl) a certificate of an executive officer of each Seller, given such other documents or instruments as the parties mutually agree in good faith that are reasonably necessary to consummate the transactions contemplated by him or her on behalf of such Seller and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of such Seller) and Section 8.3(b) have been satisfied (the “Seller Closing Certificate”)this Agreement.

Deliveries by Sellers. At Subject to the terms hereof, at the Closing, Sellers shall deliver or cause to be delivered to Buyer the following items: (a) a proper instrument of assignment of the stock or other certificates representing the Shares with duly executed stock powers or assignments attached Purchased Equity endorsed in proper blank in form for transferand substance reasonably satisfactory to Buyer; (b) a Master Services Agreement with respect at least three (3) Business Days prior to the Closing Date, (x) the executed Payoff Letters set forth on Schedule 3.2(b) and (y) the Payment Spreadsheet, in each of VIL case, in form and VGS, each duly executed by TATsubstance reasonably acceptable to Buyer; (c) a Transition Services Agreement for the benefit of each of the Acquired Companies, duly executed by TAT; (d) an assignment to Buyer of any confidentiality or non-disclosure agreements in favor of TAT or any Seller relating to the potential acquisition of any Acquired Company, including by acquisition of its equity securities or assets, by merger, consolidation, or otherwise; (e) a closing statement reflecting the flow of funds at the Closing, duly executed by TAT, Sellers, and the Acquired Companies; (f) a certificate from each Seller dated as of the Closing Date, duly executed by the Secretary secretary or an officer of each SellerParent Company, given by him or her on behalf of the applicable Seller Parent Company and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the Board sole member (or other governing body) of Directors of such Seller each Parent Company authorizing and approving the execution, delivery and performance of, and the consummation of of, the transactions contemplated by, this AgreementTransactions, and stating that such resolutions have not been amended, modified, revoked or rescinded; (ii) the incumbency, authority and specimen signature of each officer of such Seller each Parent Company executing this Agreement on behalf of the Acquired such Parent Company; and (iii) true and complete copies of the Organizational Documents of such Sellereach Parent Company (the “Parent Company Secretary Certificates”); (gd) with respect to each Parent Company, a certificate of the Secretary of State of the State of Delaware as to the good standing of such Parent Company in the State of Delaware as of the most recent practicable date (provided that, such date shall not be prior to the date that is thirty (30) days before the Closing Date); (e) a certificate from Satcom Direct (on behalf of an executive the Company Group) and each of the Sellers, dated as of the Closing Date and executed by a duly authorized officer of TATSatcom Direct and each of the Sellers, in each case, given by him or her on behalf of TAT and not in his the Company Group or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of TAT) and Section 8.3(b) have been satisfied (the “TAT Closing Certificate”); and (h) a certificate of an executive officer of each Seller, given by him or her on behalf of such applicable Seller and not in his or her individual capacity, certifying to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of such Seller) and Section 8.3(bSections 9.3(a)-(c) have been satisfied (the “Seller Company Group Closing Certificate”); (f) the Escrow Agreement, duly executed by Xxxxxxx; (g) at least three (3) Business Days prior to the Closing Date, a properly completed and duly executed IRS Form W-9 from each Seller; (h) a duly executed resignation and release, effective as of the Closing from the director set forth on Schedule 3.2(h); (i) a lock-up agreement, duly executed by SD Seller, in substantially the form attached hereto as Exhibit F (the “Lock-up Agreement”); (j) copies of the books and records of the Company Group, to the extent such materials are in Sellers’, Founder’s or any of their respective Affiliates’ (and not in the Company Group’s) possession; (k) evidence of the termination in full (without any Liability to Buyer, or on or after the Closing, any member of the Company Group) of the Affiliate Agreements required by Section 7.10 and the hedging arrangement set forth on Schedule 3.2(k); (l) an executed payoff and termination letter from X.X. Xxxxxx Securities LLC, evidencing that upon payment of the amounts owed therein, no further fees or expenses are due thereunder (and without any Liability to Buyer, or on or after the Closing, any member of the Company Group, except for customary indemnification obligations surviving thereunder); (m) (i) final drafts of UCC-3 termination statements, discharges under each relevant personal property security statute in Canada and other customary Lien release documentation (including, for the avoidance of doubt, Lien releases with respect to Satcom Direct, ndtHost, Satcom Government, COMSAT, Inc., Satcom Direct Avionics, Inc., and Satcom Direct Avionics, ULC’s (collectively, the “Guarantors”) obligations under that certain Guaranty, dated as of December 1, 2021 (the “Xxxxx Fargo Guaranty”) in favor of Xxxxx Fargo Equipment Finance, Inc. (“Xxxxx Fargo”)) in condition to be filed (if applicable) with respect to each Guarantor’s obligations under that certain Term Loan Agreement, dated as of December 1, 2021 (the “Aircraft Facility”), by and between the Retained Entity and Xxxxx Fargo (which Buyer or its Representatives shall file or cause to be filed, as applicable) evidencing the termination of all Liens with respect to the Guarantors arising under or in relation to the Aircraft Facility (including, for the avoidance of doubt, the Xxxxx Fargo Guaranty) and (ii) unless otherwise terminated prior to or in connection with the Closing without Liability to Buyer or on or after the Closing any member of the Company Group, an executed amendment to the Aircraft Facility having the effect such that, after giving effect to such amendment and the occurrence of the Transactions (A) no Event of Default (as defined in the Aircraft Facility) shall exist or be continuing in relation to the Aircraft Facility and (B) such released Guarantors shall have no obligations under and with respect to the Aircraft Facility; (n) evidence of all Required Consents; and (o) copies of all documentation, in form and substance reasonably acceptable to Buyer, evidencing valid and timely completion of the Restructuring in accordance with the terms hereof.

Deliveries by Sellers. At the Closing, Sellers shall deliver or cause to be delivered to Buyer the following items: (a) a Bxxx of Sale, Assignment and Assumption Agreement, in the stock or other certificates representing form attached hereto as Exhibit B (the Shares with “Bxxx of Sale”), duly executed stock powers or assignments attached in proper form for transferby each Seller; (b) a Master Transition Services Agreement with respect to each of VIL and VGSAgreement, each substantially in the form attached hereto as Exhibit C (the “TSA”), duly executed by TATAllscripts Healthcare; (c) a Transition Services Agreement for an Assignment and Assumption of Lease Agreement, substantially in the benefit of form attached hereto as Exhibit D, with respect to each of Leased Real Property (collectively, the Acquired Companies“Lease Assignments”), duly executed by TATAllscripts Healthcare; (d) an assignment to Buyer of any confidentiality or non-disclosure agreements Intellectual Property Assignment Agreement, substantially in favor of TAT or any Seller relating to the potential acquisition of any Acquired Companyform attached hereto as Exhibit E (the “IP Assignment”), including duly executed by acquisition of its equity securities or assets, by merger, consolidation, or otherwiseAllscripts Software; (e) a closing statement reflecting certificate (the flow of funds at the Closing, duly executed by TAT, Sellers, and the Acquired Companies; (f“Seller Secretary Certificate”) a certificate from each Seller dated as of the Closing Date, duly executed by the Secretary or an Assistant Secretary of each Seller, given by him or her on behalf of the applicable such Seller and not in his or her individual capacity, certifying as to: (i) an attached copy to the effectiveness of the resolutions of the Board of Directors Governing Body of such Seller authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; ; (iif) certificates of the incumbency, authority and specimen signature Secretary of State of the State in which each officer Seller is organized as to the good standing of such Seller executing this Agreement on behalf in such jurisdiction as of the Acquired Company; and (iii) true and complete copies of the Organizational Documents of such Sellera reasonably recent date; (g) a certificate of an executive officer of TATAllscripts Healthcare, dated as of the Closing Date, and given by him or her on behalf of TAT Allscripts Healthcare and not in his or her individual capacity, to the effect certifying that the conditions set forth in Section Sections 8.3(a) (solely with respect to the representations ), 8.3(b), and warranties of TAT) and Section 8.3(b) have been satisfied (the “TAT Closing Certificate”); and (h) a certificate of an executive officer of each Seller, given by him or her on behalf of such Seller and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of such Seller) and Section 8.3(b8.3(c) have been satisfied (the “Seller Closing Certificate”); (h) a properly completed and executed IRS Form W-9 from each Seller (each, a “Seller W-9”); and (i) a certificate, duly completed and executed by each Seller pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations promulgated under the Code, certifying that such Seller is not a “foreign person” within the meaning of Section 1445 of the Code.