Common use of Deliveries by the Seller Clause in Contracts

Deliveries by the Seller. At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer the following: (a) this Agreement, executed by the Seller; (b) a xxxx of sale substantially in the form of Exhibit A (the “Xxxx of Sale”), executed by the Seller and any other subsidiary that owns Purchased Assets; (c) an assignment and assumption agreement substantially in the form of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Sale, the “Related Agreements”), executed by the Seller and any other subsidiary that owns Purchased Assets; (d) a closing agreement by and between the Union and the Seller, executed by the Union and the Seller; (e) non-foreign person affidavits, executed by the Seller and any other subsidiary that owns Purchased Assets; (f) copies, certified by an officer of the Seller, of (i) the Seller’s articles of incorporation, certified as of a recent date by the Delaware Secretary of State and (ii) certificates of good standing (or equivalent) as of recent date of the Seller issued by the Delaware and North Carolina Secretaries of State; (g) possession and control of the Purchased Assets; and (h) usernames and passwords associated with any of the Purchased Assets, including, but not limited to usernames and passwords to any of the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a); (i) all other documents, certificates, instruments and writings required hereunder to be delivered to the Buyer.

Deliveries by the Seller. At Upon the Closingterms and subject to the conditions contained in this Agreement, the Seller shall delivermake, or cause to be deliveredmade, the following deliveries to the Buyer at the followingClosing: (a) Certificate(s) representing the Converted Shares owned by Seller, tendered for cancellation as of the Effective Time as provided herein; (b) Releases, in favor of Company, from Seller and in form and substance acceptable to the Buyer; (c) All stock record books, minute books and corporate seals, if any, of Company; (d) All files, books, records and correspondence of Company in the possession of Seller; (e) The Seller's Certificate pursuant to Section 7.1(e) of this Agreement, duly executed by the Seller; (bf) a xxxx An opinion of sale counsel to the Seller, dated the Closing Date, and substantially in the form of attached hereto as Exhibit A (the “Xxxx of Sale”2.2(f), executed by the Seller and any other subsidiary that owns Purchased Assets; (c) an assignment and assumption agreement substantially in the form of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Sale, the “Related Agreements”), executed by the Seller and any other subsidiary that owns Purchased Assets; (d) a closing agreement by and between the Union and the Seller, executed by the Union and the Seller; (e) non-foreign person affidavits, executed by the Seller and any other subsidiary that owns Purchased Assets; (f) copies, certified by an officer of the Seller, of (i) the Seller’s articles of incorporation, certified as of a recent date by the Delaware Secretary of State and (ii) certificates of good standing (or equivalent) as of recent date of the Seller issued by the Delaware and North Carolina Secretaries of State; (g) possession The Articles of Merger, in substantially the form attached hereto as Exhibit 2.2(g), duly executed by the Company; (h) The Seller's Employment Agreement and control of the Purchased AssetsSeller's Noncompetition Agreement, in substantially the forms attached hereto as Exhibit 2.2(h), in each case duly executed by the Seller; and (h) usernames and passwords associated with any of the Purchased Assets, including, but not limited to usernames and passwords to any of the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a); (i) all Such other documents, certificates, instruments opinions and writings certificates as may be required hereunder to be delivered to under this Agreement or reasonably requested by the Buyer.

Deliveries by the Seller. At or prior to the Closing, the Seller Sellers shall deliver, or cause to be delivered, deliver the following to the Buyer the followingBuyer: (a) this Agreementthe Xxxx of Sale, duly executed by the SellerSellers, recordable assignment agreements with respect to any Purchased IP not owned by an Affiliate of the Sellers that is purchased by the Buyer (including, in the Buyer’s sole discretion, a patent assignment agreement and a trademark assignment agreement), and all such other instruments of assignment or conveyance as shall be reasonably necessary to transfer to the Buyer good and valid title, free and clear of all Encumbrances (other than Permitted Encumbrances), to all of the Purchased Assets in accordance with this Agreement; (b) a xxxx of sale substantially in the form of Exhibit A (the “Xxxx of Sale”certificate contemplated by Section 8.2(c), executed by the Seller and any other subsidiary that owns Purchased Assets; (c) an assignment and assumption agreement substantially in the form of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Sale, the “Related Agreements”), duly executed by the Seller and any other subsidiary that owns Purchased AssetsSellers; (d) a closing agreement by evidence of receipt of the Requisite Approvals and between any Required Consents, in each case in form reasonably acceptable to the Union and the Seller, executed by the Union and the SellerBuyer; (e) non-foreign person affidavitsany certificates or other documents reflecting the Acquired Equity Interests, executed by in each case in form reasonably acceptable to the Seller and any other subsidiary that owns Purchased Assets;Buyer (f) copies, certified by an officer resignations of each of the Seller, of (i) the Seller’s articles of incorporation, certified as of a recent date by the Delaware Secretary of State directors and (ii) certificates of good standing (or equivalent) as of recent date officers of the Seller issued by the Delaware and North Carolina Secretaries of StateAcquired Entities; (g) possession letters of direction addressed to applicable past and control of current counsel to the Purchased AssetsSellers, in a form reasonably acceptable to the Buyer and duly executed by the applicable Seller, authorizing the Buyer to obtain access to the documents and material set forth in Section 2.1(g); and (h) usernames and passwords associated with any such other customary instruments of the Purchased Assetstransfer, includingassumption, but not limited to usernames and passwords to any of the servers, applications, IT equipment, filings or appliances set forth on Schedule 1.2(a); (i) all other documents, certificates, instruments in form and writings required hereunder to be delivered substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement.

Deliveries by the Seller. At the Closing, the Seller shall deliver, is delivering or cause is causing to be delivered, delivered to the Buyer Purchaser the following:following items (in addition to any other items required to be delivered to the Purchaser pursuant to any other provision of this Agreement): (a) this Agreement, executed original certificates representing the Shares being sold by the SellerSeller to the Purchaser pursuant to Section II hereof, duly recorded on the books of the Company, along with Medallion-guaranteed stock powers for such certificates executed in blank; (b) a xxxx certificate of sale substantially in the form Secretary of Exhibit A State of the State of Delaware (or other proof acceptable to Purchaser) as to the “Xxxx good standing of Sale”), executed by the Seller and any other subsidiary that owns Purchased AssetsCompany dated within three Business Days prior to the Closing Date; (c) resignations of Sxxxxxx X. Xxxxx as a director and officer of the Company and Rice as an assignment officer of the Company; (d) duly executed corporate resolutions of the Board of Directors of the Company authorizing execution and assumption agreement substantially performance of this Agreement, fixing the size of the Board of Directors of the Company at two members, accepting the resignation of Mx. Xxxxx as a director and officer of the Company and Rice as an officer of the Company, appointing Jxxxxxxx Xxxxxxx as a director and Chief Executive Officer of the Company, and authorizing and directing all other actions and filings by the Company as required or contemplated by this Agreement; (e) a copy of the Certificate of Incorporation of the Company, certified by the Secretary of State of the State of Delaware’ (f) a copy of the Bylaws of the Company, certified by the Chief Executive Officer of the Company; (g) copies of any codes of ethics, ixxxxxx xxxxxxx policies, committee charters and similar documents that have been adopted or implemented by the Company and which are currently in effect; (h) an opinion of counsel to the Seller in the form of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Sale, the “Related Agreements”), executed by the Seller and any other subsidiary that owns Purchased Assetshereto; (d) a closing agreement by and between the Union and the Seller, executed by the Union and the Seller; (e) non-foreign person affidavits, executed by the Seller and any other subsidiary that owns Purchased Assets; (f) copies, certified by an officer of the Seller, of (i) all records and documents relating to the Seller’s articles of incorporationCompany, certified as of a recent date by the Delaware Secretary of State and (ii) certificates of good standing (or equivalent) as of recent date of the Seller issued by the Delaware and North Carolina Secretaries of State; (g) possession and control of the Purchased Assets; and (h) usernames and passwords associated with any of the Purchased Assetswherever located, including, but not limited to, all books, records, supplier and customer lists and files, government filings, Tax Returns, consent decrees, orders, correspondence, financial information and records, electronic files containing any financial information and records, and other documents used in or associated with the Company; and (j) evidence, reasonably satisfactory to usernames and passwords to any the Purchaser, of the servers, applications, IT equipment, termination or appliances set forth on Schedule 1.2(a); (i) all other documents, certificates, instruments and writings required hereunder to be delivered to amendment of the BuyerTerminated Agreements.

Deliveries by the Seller. At the Closing, the Seller Company shall deliver, or cause to be delivered, to the Buyer the followingfollowing items: (a) this Agreement, executed List of stores operated by the Seller;Company set forth on Schedule I hereto. (b) a xxxx A certificate of sale substantially in the form of Exhibit A (the “Xxxx of Sale”), executed by the Seller and any other subsidiary that owns Purchased Assets; (c) an assignment and assumption agreement substantially in the form of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Sale, the “Related Agreements”), executed by the Seller and any other subsidiary that owns Purchased Assets; (d) a closing agreement by and between the Union and the Seller, executed by the Union and the Seller; (e) non-foreign person affidavits, executed by the Seller and any other subsidiary that owns Purchased Assets; (f) copies, certified by an officer of the Seller, given by him or her on behalf of the Seller and not in his or her individual capacity, to the effect that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied. (ic) The certificate of formation of the Seller’s articles of incorporationCompany, certified as of a recent date by the Delaware Secretary of State of Delaware, and (ii) certificates of good standing (or equivalent) as of recent date a copy of the Seller issued by operating agreement of the Delaware and North Carolina Secretaries of StateCompany; (gd) possession and control A certificate of the Purchased AssetsSecretary of State of Delaware as to the good standing of the Company as of a recent date in Delaware; (e) The following documents duly executed by the parties thereto: (1) [Reserved]; (2) a Security Agreement substantially in the form attached as Exhibit B-1 duly executed by Seller and Company, which Security Agreement is effective prior to the Closing and a Pledge Agreement substantially in the form of Exhibit B-2 duly executed by Seller and which Pledge Agreement shall be effective immediately prior to Closing and joined by Buyer at the Closing, (3) a Secured Revolving Note issued by Seller to the Company, which is effective prior to the Closing; (4) and the New Springing Xxxx of Sale substantially in the form of Exhibit C hereto duly executed by Seller and the Company; and (hf) usernames and passwords associated Copies of all executory leases of the Company, together with any of the Purchased Assetsaddendums or amendments thereto, includingprovided however, but not limited to usernames and passwords to any of the servers, applications, IT equipment, that Seller makes no representation or appliances set forth on Schedule 1.2(a); (i) all other documents, certificates, instruments and writings required hereunder to be delivered warranty as to the Buyeraccuracy thereto or effectiveness thereof.

Deliveries by the Seller. At the Closing, the Seller Sellers and/or the Stockholders, as applicable, shall deliver, or cause to be delivered, to the Buyer deliver the following: (ai) this Agreement, executed by A general assignment and xxxx of sale for the SellerPurchased Assets in form and substance reasonably satisfactory to the Purchaser; (bii) a xxxx of sale substantially The Lease Assignment(s) (as defined in Section 4.8 hereof) and Estoppel Certificate(s) (as defined in Section 4.4 hereof) or the form of Exhibit A New Lease(s) (the “Xxxx of Sale”as defined in Section 4.8 hereof), executed by as applicable; (iii) The Assignments of the Seller Assumed Colocation Agreements (as defined in Section 5.1(h) hereof) and any other subsidiary that owns consents necessary to effectuate the transactions contemplated hereby; (iv) The Releases and/or Commission Releases (each, as defined in Section 4.5 hereof), as applicable; (v) Written evidence reasonably satisfactory to the Purchaser of the Sellers' payment of the October Generator Payment; (vi) Any necessary payoff and release letters from creditors of the Sellers together with UCC-3 termination statements with respect to any financing statements filed against the Purchased Assets; (cvii) an assignment and assumption agreement substantially in the form of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Sale, the “Related Agreements”), executed A certificate signed by the Seller and any other subsidiary that owns Purchased Assets; (d) a closing agreement by and between the Union and the Seller, executed by the Union and the Seller; (e) non-foreign person affidavits, executed by the Seller and any other subsidiary that owns Purchased Assets; (f) copies, certified by an duly authorized officer of the Seller, providing authority for the execution, delivery and performance of (i) this Agreement and the Seller’s articles of incorporation, certified as of a recent date by the Delaware Secretary of State and (ii) certificates of good standing (or equivalent) as of recent date of the Seller issued by the Delaware and North Carolina Secretaries of Statetransactions contemplated hereby; (gviii) possession An opinion of counsel to the Sellers in form and control reasonably satisfactory to the Purchaser; (ix) A certificate, dated the Closing Date, executed on behalf of each of the Purchased AssetsSellers by a duly authorized officer of the Seller, to the effect that the conditions specified in Sections 5.1(c), 5.1(d), 5.1(e) and 5.1(f) have been fulfilled; and (hx) usernames and passwords associated with any of Such other instruments or documents as may be reasonably necessary or appropriate to carry out the Purchased Assets, including, but not limited to usernames and passwords to any of the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a); (i) all other documents, certificates, instruments and writings required hereunder to be delivered to the Buyertransactions contemplated hereby.

Deliveries by the Seller. At On the ClosingClosing Date, the Seller shall deliver, or cause to be delivered, to the Buyer the followingfollowing items: (a) this a copy of the Escrow Agreement, duly executed by the Seller; (b) a xxxx certificate of sale the Seller attesting to the matters set forth in Sections 7.3(a) and 7.3(b); (c) a certificate of an officer of the Seller, dated as of the Closing Date, setting forth in detail reasonably acceptable to the Buyer the aggregate amount of (i) Indebtedness of the Company and (ii) unpaid Transaction Expenses, in each case as of the close of business on the day immediately preceding the Closing Date; (d) appropriate termination statements under the Uniform Commercial Code set forth on Schedule 2.3(d); (e) written resignations of each manager of the Company and its Subsidiaries and each director and officer of the Company and its Subsidiaries who is also an officer of EPC; (f) a release, in substantially the form attached hereto as Exhibit A hereto, duly executed by the Seller, EPC and EaglePicher Management Company; (g) a non-foreign person affidavit that complies with the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder, executed by the Seller and in form and substance reasonably satisfactory to Buyer; (h) a duly executed trademark assignment substantially in the form of Exhibit A (the “Xxxx of Sale”)B, executed by the pursuant to which Seller and its Affiliates assign to EPT all right, title and interest in all trade names, trademarks, service marks, and logos that are EaglePicher Marks, including all goodwill associated with any other subsidiary that owns Purchased Assetsof the foregoing; (ci) an a duly executed domain name assignment and assumption agreement substantially in the form of Exhibit B C, pursuant to which Seller and its Affiliates assign to EPT all right, title and interest in all domain names that are EaglePicher Marks, including all goodwill associated with any of the foregoing; (j) a copy of the transition services agreement (the “Assignment and Assumption Transition Services Agreement” and together with ”) substantially in the Real Property Purchase Agreement and the Xxxx form of SaleExhibit D hereto, the “Related Agreements”), duly executed by the Seller and any other subsidiary that owns Purchased Assets; (d) a closing agreement by and between the Union and the Seller, executed by the Union and the Seller; (e) non-foreign person affidavits, executed by the Seller and any other subsidiary that owns Purchased Assets; (f) copies, certified by an officer of the Seller, of (i) the Seller’s articles of incorporation, certified as of a recent date by the Delaware Secretary of State and (ii) certificates of good standing (or equivalent) as of recent date of the Seller issued by the Delaware and North Carolina Secretaries of State; (g) possession and control of the Purchased AssetsEPC; and (hk) usernames such other documents and passwords associated with any of instruments as the Purchased Assets, including, but not limited Buyer may reasonably request in order to usernames and passwords to any of consummate the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a); (i) all other documents, certificates, instruments and writings required hereunder to be delivered to the Buyertransactions contemplated by this Agreement.

Deliveries by the Seller. At the Closing, the Seller shall deliver, or cause to be delivered, hereby deliver to the Buyer the following: (a) this AgreementCertificates of the Secretary of State and the taxing authorities of the State of Delaware, executed by dated not more than twenty (20) days prior to the Sellerdate hereof, attesting to the due organization and good standing of the Seller as a corporation in its jurisdiction of incorporation, and to the payment of all state Taxes due and owing thereby; (b) a xxxx Copies, certified by the Secretary of sale substantially in the form Seller as of Exhibit A (the “Xxxx date hereof, of Sale”), executed resolutions duly adopted by the Board of Directors of the Seller authorizing the execution and delivery by the Seller of this Agreement and any all other subsidiary that owns Purchased Assetsagreements contemplated herein, the consummation the transactions contemplated herein, and the taking of all such other corporate action as shall have been required as a condition to or in connection with the consummation of the contemplated transactions; (c) an assignment Four (4) counterparts each of the Security Agreement and assumption agreement the Guaranty duly executed by the Seller; and (d) Four (4) counterparts each of a General Conveyance, Transfer and Assignment, substantially in the form of attached hereto as Exhibit B D (the “Assignment "General Conveyance"), and an Assumption Agreement” and together with , substantially in the Real Property Purchase Agreement and form attached hereto as Exhibit E (the Xxxx of Sale, the “Related Agreements”"Assumption Agreement"), duly executed by the Seller and any other subsidiary that owns Purchased Assets; (d) a closing agreement by and between the Union and the Seller, executed by together with such other bills of sale, assignments and other instruments of transfer, assignment and conveyance as the Union Buyer shall reasonably request, to vest in the Buyer good and the Seller; (e) non-foreign person affidavits, executed by the Seller and any other subsidiary that owns Purchased Assets; (f) copies, certified by an officer of the Seller, of (i) the Seller’s articles of incorporation, certified as of a recent date by the Delaware Secretary of State and (ii) certificates of good standing (or equivalent) as of recent date of the Seller issued by the Delaware and North Carolina Secretaries of State; (g) possession and control of marketable title to the Purchased Assets; and (h) usernames and passwords associated with any of the Purchased Assets, including, but not limited to usernames and passwords to any of the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a); (i) all other documents, certificates, instruments and writings required hereunder to be delivered to the Buyer.

Deliveries by the Seller. At the Closing, the Seller shall deliveradvance and settle fees of any broker, finder or in any other similar capacity in connection with this Agreement or the transactions contemplated hereby and deliver or cause to be delivered, delivered to the Buyer Purchasers the following:following items (in addition to any other items required to be delivered to the Purchasers pursuant to any other provision of this Agreement): (a) this Agreement, executed original certificates representing the Shares being sold by the SellerSeller to the Purchasers pursuant to Section 1.1 hereof, duly recorded on the books of the Company, along with duly notarized stock powers and indemnification letter for such certificates duly executed in blank; (b) a xxxx of sale substantially in the form of Exhibit A (the “Xxxx of Sale”), executed full and complete release by the Seller from any and any other subsidiary all liabilities, claims and obligations, arising prior to the Closing, that owns Purchased Assets;the Seller may have against the Company, in a form reasonably acceptable to the Purchasers. (c) an assignment resignations of such of the current directors and assumption agreement substantially in officers from all of their positions as directors and officers of the form of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Sale, the “Related Agreements”), executed Company as requested by the Seller and any other subsidiary that owns Purchased AssetsPurchasers; (d) a closing agreement by duly executed corporate actions accepting any resignations pursuant to Section 2.2(c), appointing Xxxxxxx Xxxxx, Xxx Xxxxxxxx, and between Abraxas Xxxxxxx as directors of the Union Board of the Company and appointing Xxx Xxxxxxxx as the Seller, executed by Company’s Chief Executive Officer and Xxxxxx XxXxxxxx as the Union and the Seller;Company’s Chief Financial Officer; and (e) non-foreign person affidavitsduly executed agreements or any such documentations pursuant to Section 3.2(j), executed by cancelling the Seller and any other subsidiary that owns Purchased Assets;loan advanced Xxxxx Xxxxxx to the Company, in the principal amount of $5,437, dated as of October__, 2013; and (f) copies, certified An affidavit executed by an officer of the Seller, in form and substance reasonably satisfactory to the Buyer, with respect to the business operations and activities of (i) the Seller’s articles of incorporation, certified as of a recent date by Company prior to the Delaware Secretary of State and (ii) certificates of good standing (or equivalent) as of recent date of the Seller issued by the Delaware and North Carolina Secretaries of Statethis Agreement; (g) possession all records and control of documents relating to the Purchased Assets; and (h) usernames and passwords associated with any of the Purchased AssetsCompany, wherever located, including, but not limited to, all books, records, government filings, tax returns, consent decrees, orders, and correspondence, financial information and records, electronic files containing any financial information and records, and other documents used in or associated with the Company, to usernames the extent such records and passwords to any of the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a); (i) all other documents, certificates, instruments and writings required hereunder to be documents have not been previously delivered to the BuyerPurchasers.

Deliveries by the Seller. At the Closing, the Seller shall deliver, or cause to be delivered, deliver the following documents to the Buyer the followingBuyer: (a) this Agreementcertificates evidencing the Common Stock, executed by the Sellerduly endorsed in blank or with appropriate stock powers; (b) a xxxx resolutions of sale substantially in the form Board of Exhibit A Directors of (the “Xxxx of Sale”), executed by i) the Seller authorizing the execution, delivery and any performance of this Agreement and all other subsidiary documents related hereto, and (ii) each of TCPL and the Seller Parent, authorizing the execution, delivery and performance of the Seller Parent Guarantee and for each of (i) and (ii) hereof, a certificate of the Secretary of the Seller, TCPL and the Seller Parent, as applicable, dated as of the date of the Closing, to the effect that owns Purchased Assetssuch resolutions were duly adopted and are in full force and effect; (c) certificates of (i) an assignment officer of the Seller stating that the conditions specified in Sections 6.3(a) and assumption agreement substantially in (b) have been satisfied, and (ii) the form Secretary of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement Seller, TCPL and the Xxxx Seller Parent (as applicable) certifying true and complete copies of Salethe certificate of incorporation and bylaws of the Seller, the “Related Agreements”), executed by TCPL and the Seller and any other subsidiary that owns Purchased AssetsParent (as applicable); (d) a closing agreement by resignations of each director and between officer of the Union Company and each of the SellerCompany’s representatives on or to the Policy Committee of NBP and NBILP, executed by the Union Management Committee of NBPC and any other committee of NBP, NBILP or any of their respective affiliates, including NBPC, for which the SellerCompany has representatives; (e) non-foreign person affidavitsthe certificate of incorporation and bylaws of the Company, executed certified by the Seller and any other subsidiary that owns Purchased AssetsSecretary of the Company; (f) copies, certified by an officer a certificate of the Seller, of (i) the Seller’s articles of incorporation, certified as of a recent date by the Delaware Secretary of State and (ii) certificates of good standing (or equivalent) as of recent date of non-foreign status for the Seller issued by satisfying the Delaware requirements of Treasury Regulation Sections 1.445-2(c) and North Carolina Secretaries of State;1.897(2)(h); and (g) possession and control of such other certificates or documents as may be reasonably requested by the Purchased Assets; and (h) usernames and passwords associated with any of the Purchased Assets, including, but not limited Buyer pursuant to usernames and passwords to any of the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a); (i) all other documents, certificates, instruments and writings required hereunder to be delivered to the Buyerthis Agreement.

Deliveries by the Seller. At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer Purchaser the followingfollowing items: (a) this Agreement, executed evidence satisfactory to the Purchaser that the Silmet Shares have been accepted by the Sellerits securities account manager at Swedbank AS as contemplated by Section 2.1; (b) a xxxx of sale substantially lock-up agreement, in the form of Exhibit A (the “Xxxx of SaleLock-Up Agreement”), duly executed by the Seller and any other subsidiary that owns Purchased AssetsSeller, which Lock-Up Agreement will govern the Seller’s ability to transfer the MCP Shares; (c) an assignment and assumption agreement substantially a transition services agreement, in the form of Exhibit B (the “Assignment and Assumption Transition Services Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Sale, the “Related Agreements”), duly executed by the Company and the Seller, which Transition Services Agreement will obligate the Seller and any other subsidiary that owns Purchased Assetsto provide certain transition services to the Company after the Closing Date; (d) a closing agreement by and between evidence satisfactory to the Union and Purchaser that the SellerServices Agreement has been terminated as of or prior to the Closing Date, executed by without any remaining liability thereunder on the Union and part of the SellerCompany; (e) non-foreign person affidavitsevidence satisfactory to the Purchaser as to the valid and continued existence of the Company under Estonian law, executed by the Seller and any other subsidiary that owns Purchased Assetsas verifiable through public registers; (f) copiescopies of the Articles of Association (or equivalent document) of the Company, certified by an officer the appropriate Governmental Authority in the Republic of the Seller, of (i) the Seller’s articles of incorporation, certified as of a recent date by the Delaware Secretary of State and (ii) certificates of good standing (or equivalent) as of recent date of the Seller issued by the Delaware and North Carolina Secretaries of StateEstonia; (g) possession and control copies of the Purchased AssetsConsents listed on Schedule 4.4; (h) all books and records relating to the Company that are in the possession or custody of the Seller, including, without limitation, all files, invoices, forms, accounts, correspondence, production records, technical, accounting, manufacturing and procedural manuals, employment records, studies, legal documents, and reports or summaries relating to Environmental Conditions; and (h) usernames and passwords associated with any of the Purchased Assets, including, but not limited to usernames and passwords to any of the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a); (i) all such other documents, certificates, documents and instruments and writings required hereunder as the Purchaser reasonably requests to be delivered to consummate the Buyertransactions contemplated hereby.

Deliveries by the Seller. At the Closing, the Seller shall deliver, or cause to be delivered, will deliver the following to the Buyer the followingBuyer: (a) A Bill xx Sale, duly executed by the Seller for the personal property included in the Purchased Assets, in the form attached hereto as Exhibit A; (b) All consents, waivers or approvals obtained by the Seller with respect to the Purchased Assets, the transfer of any Transferable Permit related to the Purchased Assets, or the consummation of the transactions connected to the sale of the Purchased Assets, contemplated by this Agreement, to the extent specifically required hereunder; (c) An opinion of counsel and certificate (as contemplated by Section 8.2) with respect to the Purchased Assets; (d) One or more bargain and sale deeds with lien covenants conveying the Real Estate related to the Purchased Assets, subject to the applicable Easements and exceptions, duly executed and acknowledged by the Seller and in recordable form along with TP-584 Forms and Equalization and Transfer Reports, in the form attached hereto as Exhibit 4.3(d); (e) A FIRPTA Affidavit executed by the Seller; (bf) a xxxx All such other instruments of sale substantially assignment or conveyance as shall, in the form reasonable opinion of Exhibit A (the “Xxxx of Sale”)Buyer and its counsel, executed by be necessary to transfer to the Seller and any other subsidiary that owns Buyer the Purchased Assets; (c) an assignment and assumption agreement substantially , in the form of Exhibit B (the “Assignment and Assumption Agreement” and together accordance with the Real Property Purchase this Agreement and the Xxxx of Salewhere necessary or desirable, the “Related Agreements”), executed by the Seller and any other subsidiary that owns Purchased Assets; (d) a closing agreement by and between the Union and the Seller, executed by the Union and the Seller; (e) non-foreign person affidavits, executed by the Seller and any other subsidiary that owns Purchased Assets; (f) copies, certified by an officer of the Seller, of (i) the Seller’s articles of incorporation, certified as of a recent date by the Delaware Secretary of State and (ii) certificates of good standing (or equivalent) as of recent date of the Seller issued by the Delaware and North Carolina Secretaries of State;in recordable form; and (g) possession and control of the Purchased Assets; and (h) usernames and passwords associated with any of the Purchased AssetsSuch other agreements, including, but not limited to usernames and passwords to any of the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a); (i) all other documents, certificates, instruments and writings writings, including the Interconnection Agreement, the Site Agreement and Swaption, as are required hereunder to be delivered by the Seller at or prior to the BuyerClosing Date pursuant to this Agreement or otherwise required in connection herewith.

Deliveries by the Seller. At the Closing, the Seller shall deliverdeliver to Purchaser, or cause to be deliveredand in the case of subsections (g) and (h) below, to the Buyer the followingParent: (a) this A duly executed Xxxx of Sale and Assignment Agreement, ; (b) A duly executed Statutory Warranty Deed for the owned Real Property of the Seller and Title Policies or unconditional commitments therefore paid for by the Seller; (b) a xxxx of sale substantially in the form of Exhibit A (the “Xxxx of Sale”), executed by the Seller and any other subsidiary that owns Purchased Assets; (c) an assignment Such other Instruments of Transfer as shall be necessary to vest in Purchaser all of the Seller’s right, title and assumption agreement substantially interest in and to the form Assets, free and clear of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Sale, the “Related Agreements”), executed by the Seller and any other subsidiary that owns Purchased Assetsall Liens; (d) a closing agreement The resolutions duly adopted by and between the Union Seller’s board of directors and the SellerShareholders authorizing (i) the execution and delivery of, executed and performance by the Union Seller of its obligations under, this Agreement and the other agreements contemplated hereby and (ii) the assignment of the sponsorship of the Seller’s 401(k) plan to Purchaser; (e) non-foreign person affidavits, A duly executed by certificate of the Seller and any other subsidiary that owns Purchased Assets; (f) copies, certified by secretary or an officer assistant secretary of the Seller, of dated the Closing Date, in form and substance reasonably satisfactory to Purchaser, as to (i) the Seller’s currency and authenticity of the articles of incorporationincorporation and the bylaws of the Seller, certified as of a recent date by the Delaware Secretary of State and (ii) certificates the currency and authenticity of good standing the resolutions duly adopted by the Seller’s board of directors and Shareholders authorizing (or equivalentA) as the execution and delivery of, and performance by the Seller of recent date its obligations under, this Agreement and the other agreements contemplated hereby and (B) the assignment of the sponsorship of the Seller’s 401(k) plan to Purchaser and (iii) the incumbency and signatures of the officers of the Seller issued by the Delaware and North Carolina Secretaries of State; (g) possession and control of the Purchased Assets; and (h) usernames and passwords associated with executing this Agreement or any of the Purchased Assets, including, but not limited to usernames and passwords to any of the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a); (i) all other documents, certificates, instruments and writings required hereunder to be delivered to the Buyeragreement contemplated hereby.

Deliveries by the Seller. At the Closing, the The Seller shall deliver, deliver or cause to be delivered, to the Buyer the following: (a1) this AgreementCertificates evidencing and representing the Shares, duly endorsed in blank or accompanied by stock powers executed in blank. (2) A letter as of a recent date from the Federal Reserve System (the "Federal Reserve") indicating that the Seller is a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the "BHC Act"). (3) A certificate, dated as of the Closing Date, executed by the Seller; (b) a xxxx of sale substantially in the form of Exhibit A (the “Xxxx of Sale”), executed by the Seller and any other subsidiary that owns Purchased Assets; (c) Secretary or an assignment and assumption agreement substantially in the form of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Sale, the “Related Agreements”), executed by the Seller and any other subsidiary that owns Purchased Assets; (d) a closing agreement by and between the Union and the Seller, executed by the Union and the Seller; (e) non-foreign person affidavits, executed by the Seller and any other subsidiary that owns Purchased Assets; (f) copies, certified by an executive officer of the Seller, of pursuant to which such officer shall certify (ia) the Seller’s articles of incorporation, certified as of a recent date due adoption by the Delaware Secretary Board of State and (ii) certificates of good standing (or equivalent) as of recent date Directors of the Seller issued by of corporate resolutions attached to such certificate authorizing the Delaware execution and North Carolina Secretaries delivery of State;this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; (b) the incumbency and true signatures of those officers of the Seller duly authorized to act on its behalf in connection with the Acquisition and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of the Seller, and (c) that the copy of the Bylaws of the Seller attached to such certificate is true and correct and such Bylaws have not been amended except as reflected in such copy. (g4) possession and control A certificate, dated as of the Purchased Assets; andClosing Date, executed by an appropriate executive officer of the Seller, pursuant to which the executive officer shall certify to the best of his or her knowledge that the Seller has satisfied the conditions set forth in Section 10.01(a) and (b) applicable to the Seller. (h5) usernames and passwords associated with any of the Purchased Assets, including, but not limited to usernames and passwords to any of the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a); (i) all All other documents, certificates, instruments and writings documents reasonably required hereunder to be delivered to the BuyerBuyer from the Seller under the provisions of this Agreement, and all other documents, certificates and instruments as are reasonably requested by the Buyer or its counsel.

Deliveries by the Seller. At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer the followingPurchaser: (a) this Agreement, an executed by counterparty of the Seller; (b) a xxxx of sale instrument conveying title to the Membership Interest substantially in the form of Exhibit A A; (the “Xxxx b) executed copies of Sale”), executed by the Seller and any other subsidiary that owns Purchased AssetsApprovals; (c) an executed officer’s certificate of the Seller in the form attached hereto as Exhibit B; (d) executed secretary’s certificates of the Seller and Progress Energy in the forms attached as Exhibit C and Exhibit D, respectively; (e) except as set forth in Section 5.16 of the Seller’s Disclosure Schedule, the books, records and files of the Project Company related to the Project and to the operation and maintenance of the Project and copies of any records of Progress Ventures related to any Employee (as permitted by Applicable Law) to whom the Purchaser or one of its Affiliates has extended an offer of employment which has been accepted on or prior to the Closing Date (in lieu of any originals of any such books, records and files, the Seller may provide copies thereof provided that it identifies them as such and such books, records and files do not relate solely to the business of the Project Company); (f) a release of the Project Company from all Liabilities incurred by the Project Company prior to the Closing and owing to the Seller or any of its Affiliates as of the Closing (“Intercompany Payables”), other than those Liabilities set forth on Schedule 7.8(c), in the form attached as Exhibit E; (g) assignment and assumption agreement agreements substantially in the form of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement and the Xxxx of SaleF, the “Related Agreements”), properly executed by the Seller or its Affiliates and any other subsidiary that owns Purchased Assets; (d) a closing agreement by and between the Union and the Seller, executed by the Union and the Seller; (e) non-foreign person affidavits, executed by the Seller and any other subsidiary that owns Purchased Assets; (f) copies, certified by an officer of the Seller, of (i) the Seller’s articles of incorporation, certified as of a recent date by the Delaware Secretary of State and Project Company or (ii) certificates of good standing (the Purchaser or equivalent) as of recent date its Affiliates, pursuant to which all rights and obligations of the Seller issued by or its Affiliates under the Delaware and North Carolina Secretaries of State; (gagreements set forth in Section 3.2(g) possession and control of the Purchased Assets; andSeller’s Disclosure Schedule were assigned to, and assumed by, the Project Company, the Purchaser or an Affiliate of the Purchaser at or prior to the Closing; (h) usernames and passwords associated with any proof of the Purchased Assetstermination of, including, but not limited to usernames and passwords to any or removal of the serversProject Company as a party to, applications, IT equipment, the agreements with the Seller or appliances its Affiliates and other intercompany arrangements set forth on Schedule 1.2(a)in Section 3.2(h) of the Seller’s Disclosure Schedule, in a form reasonably acceptable to the Purchaser; (i) an assignment and assumption agreement in the form attached as Exhibit G, properly executed by the Seller, pursuant to which all Excluded Assets owned by the Project Company and all Pre-Closing Accounts Payable of the Project Company are assigned by the Project Company to, and assumed by, the Seller or an Affiliate of the Seller other documentsthan the Project Company at or prior to the Closing; (j) a receipt for the payment of the Purchase Price; (k) an executed certificate from an officer of the Seller in the form attached as Exhibit H, certificatesdated as of the Closing Date, that each Unit is: (i) operational, dispatchable and capable of meeting FPL’s scheduling requirements, each in accordance with the FPL Contracts; (ii) in compliance with all noise and emissions limitations and other material Applicable Laws and Approvals; and (iii) capable of delivering net electrical output of no less than ninety-five percent (95%) of the capacity demonstrated in the most recent capacity test (pursuant to the testing conditions under the FPL Contracts) to the Delivery Point (as defined in the FPL Contracts) on a reliable basis; provided, that such certification shall not constitute a representation or warranty by the Seller to such net electrical output under such conditions; (l) resignations from all officers of the Project Company; and (m) any other documents or instruments and writings required or copies thereof as may be reasonably necessary to effect or facilitate the transactions contemplated hereunder to be delivered the extent reasonably requested by the Purchaser not less than five (5) Business Days prior to the BuyerClosing.

Deliveries by the Seller. At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer the following: (a) this Agreementduly executed instruments of transfer and sold notes (in a form complying with the Stamp Duty Ordinance (Chapter 117, executed by as amended, of the SellerLaws of Hong Kong)) in respect of the Transferred Shares in favor of the Buyer and/or its nominee(s); (b) a xxxx such other documents (including any power of sale substantially attorney) as may be required to give good title to the Transferred Shares or which may be necessary to enable the Buyer or its nominee(s) to procure the registration of the same in the form name of Exhibit A (the “Xxxx of Sale”Buyer or its nominee(s), executed by the Seller and any other subsidiary that owns Purchased Assets; (c) an assignment a duly executed counterpart of each of the Ancillary Agreements (other than the Shareholders’ and assumption agreement substantially in the form of Exhibit B (the “Assignment and Assumption Registration Rights Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Sale, the “Related Agreements”), executed by the Seller and any other subsidiary that owns Purchased Assets; (d) a closing agreement by and between evidence of the Union and obtaining of, or the Sellerfiling with respect to, executed by the Union and the SellerSeller Required Approvals; (e) non-foreign person affidavits, executed by the Seller and any other subsidiary that owns Purchased Assetscertificate to be delivered pursuant to Section 6.2(e); (f) copies, certified by an officer opinion of the Seller, of (i) the Seller’s articles of incorporation, certified as of a recent date by the Delaware Secretary of State and (ii) certificates of good standing (or equivalent) as of recent date of counsel to the Seller issued by the Delaware and North Carolina Secretaries of Statepursuant to Section 6.2(h); (g) possession in respect of each Transferred Subsidiary, share certificates (where applicable) in respect of all issued shares and control declarations of trust, if any, in respect of any shares that are held by nominees and an indemnity in the agreed form for any lost share certificates; (h) in respect of each Transferred Subsidiary, the statutory and minutes books (which shall be written up to but not including the Closing Date), share certificate books, common seal, certificate of incorporation, business registration certificate, together with copies of the Purchased AssetsMemorandum and Articles of Association, check books, books of account (all complete and written up to the Closing Date); and (h) usernames and passwords associated with any of the Purchased Assets, including, but not limited to usernames and passwords to any of the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a); (i) all such other customary instruments of transfer, assumptions, filings or documents, certificates, instruments in form and writings required hereunder to be delivered substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement.

Deliveries by the Seller. At the Closing, the Seller shall deliverdeliver the following to the Buyer: a) A general assignment and xxxx of sale for the Purchased Assets in substantially the form of Exhibit C attached hereto; b) Consents from the customers party to the respective Customer Contracts representing at least 55% of the Seller's 1999 revenues, in a form satisfactory to the Buyer; c) Evidence of the assignment of all items identified in Section 1.1(e) hereof; d) A trademark assignment in substantially the form of Exhibit D attached hereto; e) Evidence of the satisfaction and termination of all judgments and liens indicated on the reports submitted pursuant to Section 3.6(d); f) A copy of the most recent notice provided to the Federal Communications Commission ("FCC") by the Seller pursuant to Sections 76.615 and 76.620(a) of Title 47 of the United States Code of Federal Regulations, as well as evidence of compliance (in such form as the Buyer may reasonably request and the Seller shall be reasonably able to supply) with all FCC regulations applicable to the Business (including, but not limited to, the cumulative signal leakage index requirements under Section 76.611 of Title 47 of the United States Code of Federal Regulations) except as otherwise provided in Section 2.6; g) A copy of the most recent statement of account provided to the Register of Copyrights by the Seller pursuant to Section 111 of Title 17 of the United States Code, as well as evidence of payment of all fees payable thereunder or cause under any other Sections of Title 17 or United States Copyright Office regulations applicable to be deliveredthe Business; h) A certificate of the Secretary of the Seller, attesting as to the incumbency of those officers executing this Agreement and any other agreements in connection herewith on behalf of the Seller or the Subsidiary, and attaching thereto: (i) a certified copy of resolutions of the board of directors of the Seller providing authority for the execution, delivery, and performance of this Agreement, and the other agreements to which the Seller is a party entered into in connection herewith, and the transactions contemplated hereby and thereby; (ii) a certified copy of resolutions of the shareholders of the Seller providing authority for the execution, delivery, and performance of this Agreement, and the other agreements to which the Seller is a party, and the transactions contemplated hereby and thereby; and (iii) a certified copy of the current Certificate of Incorporation and Bylaws of the Seller and the Subsidiary; i) An opinion of XxXxxxxx & English, counsel to the Seller, in form and substance reasonably satisfactory to the Buyer; j) A certificate, dated as of the Closing Date, reasonably satisfactory to the Buyer, executed on behalf of the Seller by a duly authorized officer of the Seller, to the effect that the conditions specified in Sections 3.5 and 3.6 have been fulfilled; k) An updated Disclosure Schedule of the Seller, revised to reflect any changes to the original Disclosure Schedule submitted to the Buyer upon execution hereof which are necessary in order to render such Disclosure Schedule fully accurate and complete as of the following: (a) Closing Date; provided, it shall be a condition to Closing that such revised Disclosure Schedule shall not, in the Buyer's determination, be materially different from the version thereof submitted upon execution of this Agreement, executed by and, provided, further, that the submission of such updated Disclosure Schedule shall not excuse the Seller from any inaccurate or misleading disclosure, or failure to disclose any matter, which, upon execution should have been so disclosed in order to make the Seller's representations and warranties true upon execution; (bl) a xxxx A "good standing certificate" with respect to the Seller and the Subsidiary from each jurisdiction where each entity is incorporated and qualified to do business; m) Copies of sale fully-executed nonsolicitation agreements, substantially in the form of Exhibit A Exhibits E-1 and E-2 attached hereto (the “Xxxx of Sale”each, a "Nonsolicitation Agreement"), executed by binding the Seller and any other subsidiary that owns Purchased Assets; three (c3) an assignment and assumption agreement substantially in the form of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Sale, the “Related Agreements”), executed by the Seller and any other subsidiary that owns Purchased Assets; (d) a closing agreement by and between the Union and the Seller, executed by the Union and the Seller; (e) non-foreign person affidavits, executed by the Seller and any other subsidiary that owns Purchased Assets; (f) copies, certified by an officer of the Seller, of (i) the Seller’s articles of incorporation, certified as of a recent date by the Delaware Secretary of State and (ii) certificates of good standing (or equivalent) as of recent date executives of the Seller issued by the Delaware and North Carolina Secretaries of State; (g) possession and control of the Purchased Assetsreferred to in Section 6.10 hereof; and (hn) usernames and passwords associated with any of Such other instruments or documents as may be necessary or appropriate to carry out the Purchased Assets, including, but not limited to usernames and passwords to any of the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a); (i) all other documents, certificates, instruments and writings required hereunder to be delivered to the Buyertransactions contemplated hereby.

Deliveries by the Seller. At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer Purchaser the followingfollowing items: (a) this Agreement(i) stock certificates representing all of the Shares with duly executed stock powers attached in proper form for transfer to the Purchaser and (ii) any other documents that are necessary to transfer to the Purchaser good and valid title to the Shares free and clear of any Liens, with any necessary transfer tax stamps affixed or accompanied by evidence that all stock transfer taxes have been paid; (b) a receipt, duly executed by the Seller, evidencing receipt by the Seller of the Purchase Price; (c) release, in the form of Exhibit D, duly executed by the Seller; (bd) a xxxx copies of sale substantially in the form Certificate of Exhibit A Incorporation (or equivalent document) of the “Xxxx of Sale”)Company, executed certified by the Seller secretary of state of its jurisdiction of incorporation, and any other subsidiary that owns Purchased Assets; copies of the Bylaws (cor equivalent document) an assignment and assumption agreement substantially in of the form of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Sale, the “Related Agreements”), executed by the Seller and any other subsidiary that owns Purchased Assets; (d) a closing agreement by and between the Union and the Seller, executed by the Union and the Seller; (e) non-foreign person affidavits, executed by the Seller and any other subsidiary that owns Purchased Assets; (f) copiesCompany, certified by an officer of the Seller, of Company; (ie) the Seller’s articles of incorporation, certified as of a recent date by the Delaware Secretary of State original corporate record books and (ii) certificates of good standing (or equivalent) as of recent date stock record books of the Seller issued by Company, and all books and records (including data stored on discs, tapes or other media) related to the Delaware Company’s business, including, to the extent available, all current and North Carolina Secretaries historical financial, accounting and Tax records); (f) all of Statethe Consents listed on Schedules 4.4 and 5.4(b); (g) possession and control certificates of the Purchased Assets; andSeller required pursuant to Sections 9.1(c) and (f); (h) usernames and passwords associated with any a certificate of the Purchased AssetsSeller, including, but not limited to usernames and passwords to any dated as of the serversClosing Date, applicationssetting forth in sufficient detail (i) all Indebtedness of the Company (other than accounts and trade payables not yet invoiced as of the Closing Date, IT equipmentwhich accounts and trade payables shall remain a liability of the Seller, or appliances set forth on Schedule 1.2(a)as of the Closing Date; (i) all a certificate of the Seller, dated as of the Closing Date, certifying in sufficient detail the Revenue of the Company for the 12 months ending on the last day of the month immediately preceding the Closing Date, which Revenue must equal or exceed $_________; (j) written resignations of each director and officer of the Company; and (k) such other documents, certificates, documents and instruments and writings required hereunder as the Purchaser reasonably requests to be delivered to consummate the Buyertransactions contemplated hereby.

Deliveries by the Seller. At the Closing, the Seller shall deliver, deliver or cause to be delivered, to the Buyer the following: (a) this Agreement, executed by the Seller; (b) a xxxx of sale substantially in the form of Exhibit A (the “Xxxx of Sale”), executed by the Seller and any other subsidiary that owns Purchased Assets; (c) an assignment and assumption agreement substantially in the form of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Sale, the “Related Agreements”), executed by the Seller and any other subsidiary that owns Purchased Assets; (d) a closing agreement by and between the Union and the Seller, executed by the Union and the Seller; (e) non-foreign person affidavits, executed by the Seller and any other subsidiary that owns Purchased Assets; (f) copies, certified by an officer of the Seller, of (i) the Seller’s articles of incorporation, certified as of a recent date by the Delaware Secretary of State and (ii) certificates of good standing (or equivalent) as of recent date of the Seller issued by the Delaware and North Carolina Secretaries of State; (g) possession and control of the Purchased Assets; and (h) usernames and passwords associated with any of the Purchased Assets, including, but not limited to usernames and passwords to any of the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a); (i) all other documents, certificates, instruments and writings required hereunder to be delivered to the Buyer: (i) one or more certificate(s) evidencing all of the Shares; (ii) stock transfers of all of the Shares in the form attached hereto as Exhibit A, duly executed in favor of the Buyer or its nominee(s); (iii) a xxxx of sale for the Acquired Assets in the form attached hereto as Exhibit B; (iv) a patent assignment for the Transferred Patents, substantially in the form attached hereto as Exhibit C; (v) trademark assignments for the Transferred Trademarks, substantially in the form attached hereto as Exhibit D; (vi) a letter to the FDA regarding the transfer of the Transferred NDA, duly executed by the Seller, substantially in the form attached hereto as Exhibit E; (vii) a letter to the Buyer regarding the transfer of the Transferred IND, duly executed by the Seller, substantially in the form attached hereto as Exhibit F; (viii) the certificate of incorporation, common seal (if any), minute books, statutory registers and share certificate books of each Rosemont Company (as defined in Section 7.1); (ix) the resignations of all of the directors of each of Acacia and Rosemont (acknowledging that they have no claims outstanding for loss of office or otherwise), other than any director who is an employee of a Rosemont Company; (x) the resignation of the auditors of each Rosemont Company, in each case including a written confirmation that, in accordance with Section 394 of the Companies Xxx 0000, there are no circumstances connected with their resignation which should be brought to the attention of the members or creditors of such Rosemont Company, and that no fees are due to them; (xi) all share certificates in respect of the shares in the capital of Rosemont and the Rosemont Subsidiary (or an indemnity in customary form in respect of any missing share certificate); (xii) documentation evidencing the complete release of any guarantees given by any Rosemont Company in respect of liabilities of any Savient Group Company (other than the Rosemont Companies); (xiii) a certificate executed and delivered by an officer of each Savient Company in the applicable form attached as Exhibit G; (xiv) a certificate of good standing of each Savient Company issued not earlier than five (5) days prior to the Closing Date by the Secretary of the State of Delaware; and (xv) such other duly executed deeds, bills of sale, instruments of transfer or assumption, assignments and other instruments of conveyance as the Buyer may reasonably request to effectively consummate the transactions to be consummated at the Closing pursuant to this Agreement (it being understood that the Seller shall not be required to make any representations, warranties or covenants, expressed or implied, in any such deed, xxxx of sale, assignment or other instrument).

Deliveries by the Seller. At the Closing, the Seller shall deliver, will deliver or cause to be delivered, delivered to the Buyer the following: (a) this AgreementAll required consents of third parties to the sale conveyance, executed by transfer, assignment and delivery of the SellerTransferred Assets and Business of the Seller hereunder; (b) A certificate of the Secretary of the Seller certifying as of the Closing Date, (i) a xxxx true, correct, and complete copy of sale substantially in the form Certificate of Exhibit A (the “Xxxx Incorporation of Sale”), executed by the Seller and any all amendments thereto as in effect on the Closing Date; (ii) a true, correct, and complete copy of the by-laws of the Seller and all amendments thereto as in effect on the Closing Date; (iii) a true, correct, and complete copy of the resolutions approved and adopted by the Seller's Board of Directors and Shareholders authorizing and approving the execution, performance and delivery of this Agreement and the transactions contemplated by this Agreement; (iv) Good Standing Certificate from the Missouri Secretary of State and all other subsidiary that owns Purchased Assets;jurisdictions where the Seller is qualified to do business; and (v) the incumbency of the duly authorized officers of the Seller. (c) an assignment and assumption agreement substantially in the form The affidavit of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Sale, the “Related Agreements”), executed by the Seller and any other subsidiary that owns Purchased Assetscertifying as to its non-foreign status in accordance with Section 1445(b)(2) of the Code; (d) a closing agreement The Xxxx of Sale required by and between the Union and the Seller, executed by the Union and the SellerSection 1.1(c); (e) non-foreign person affidavits, executed The Assignment and Assumption Agreement required by the Seller and any other subsidiary that owns Purchased AssetsSection 1.1(c); (f) copies, certified The Sublease Agreement required by an officer of the Seller, of (i) the Seller’s articles of incorporation, certified as of a recent date by the Delaware Secretary of State and (ii) certificates of good standing (or equivalent) as of recent date of the Seller issued by the Delaware and North Carolina Secretaries of StateSection 1.1(c); (g) possession and control of the Purchased Assets; andThe Employment Agreement required by Section 5.2; (h) usernames and passwords associated with any of the Purchased Assets, including, but not limited to usernames and passwords to any of the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a)The Noncompetition Agreement required by Section 5.3; (i) all The opinion of the Seller's counsel required by Section 5.4 above; (j) Duly executed Amendment to the Articles of Incorporation of the Seller and withdrawal of assumed trade names as required by Section 5.5 above; (k) Upon joint written request by the Seller and the Buyer, a statement from the Missouri director of revenue showing that no employment security, withholding, sales and use, income and franchise taxes, interest, addition to tax or penalties are due; (l) A Certificate of Discharge of the personal property of the Seller signed by the Internal Revenue Service; and (m) All other documents, certificates, instruments and writings required hereunder to be delivered by the Seller at or prior to the BuyerClosing Date pursuant to this Agreement or otherwise required in connection herewith.

Deliveries by the Seller. At the Closing, the Seller shall deliver, deliver or cause to be delivered, delivered to the Buyer Purchaser the following:following items (in addition to any other items required to be delivered to the Purchaser pursuant to any other provision of this Agreement): (a) this Agreement, executed original certificates representing the Shares being sold by the SellerSeller to the Purchaser pursuant to Section 2.1 hereof, duly recorded on the books of the Company, along with stock powers for such certificates executed in blank; (b) minutes of a xxxx meeting of sale substantially the Board of Directors of the Seller, or a written consent in lieu thereof, authorizing the form Seller’s entrance into this Agreement and the transfer of Exhibit A (the “Xxxx of Sale”), executed by Shares to the Seller and any other subsidiary that owns Purchased AssetsPurchaser as contemplated herein; (c) an assignment and assumption agreement substantially in a certificate of the form Secretary of Exhibit B (State of the “Assignment and Assumption Agreement” and together with State of Illinois as to the Real Property Purchase Agreement and the Xxxx good standing of Sale, the “Related Agreements”), executed by the Seller and any other subsidiary that owns Purchased Assetsdated within five days prior to the Closing Date; (d) a closing agreement by full and between the Union and the Seller, executed complete release by the Union Seller of the Company from any and all liabilities, claims and obligations arising prior to the SellerClosing that the Seller may have against the Company, in a form reasonably acceptable to the Purchaser (the “Garisch Release”); (e) non-foreign person affidavitsan opinion of counsel to the Seller or the Company regarding the validity of the transfer of the Shares, executed in form and substance satisfactory to the Company’s transfer agent, if such an opinion is required or requested by the Seller and any other subsidiary that owns Purchased Assets;transfer agent; and (f) copiesa full and complete release, certified executed by an officer both the Seller and KI Equity Partners V, LLC, a Delaware limited liability company (“KI Equity”), of the Company’s obligations under that certain Agreement, dated as of March 26, 2007, by and between the Seller, of (i) KI Equity and the Seller’s articles of incorporation, certified as of a recent date by the Delaware Secretary of State and (ii) certificates of good standing (or equivalent) as of recent date of the Seller issued by the Delaware and North Carolina Secretaries of State; (g) possession and control of the Purchased Assets; and (h) usernames and passwords associated with any of the Purchased Assets, including, but not limited to usernames and passwords to any of the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a); (i) all other documents, certificates, instruments and writings required hereunder to be delivered to the BuyerCompany.

Deliveries by the Seller. At the Closing, the Seller shall deliver, or cause to be delivered, will deliver the following to the Buyer (or the following:Sub if designated by the Buyer): (a) this Agreement, executed by the Sellerofficer's certificate provided for in Section 5.3(c); (b) the Secretary's certificate provided for in Section 5.3(d); (c) a xxxx of sale substantially in the form of Exhibit A (the “Xxxx of Sale”), Sale and Assignment duly executed by the Seller and any other subsidiary that owns Purchased Assets; (c) an assignment and assumption agreement substantially in the form of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Sale, the “Related Agreements”), executed by the Seller and any other subsidiary that owns Purchased Assetshereto; (d) a closing agreement by and between the Union and the Seller, executed by the Union and the Sellercertificate of non-foreign status as provided in Treasury Regulation Section 1.1445-2(b); (e) non-foreign person affidavits, executed copies of certificates from the appropriate taxing authorities stating that no Taxes (as hereinafter defined) are due to any state or other taxing authority for which the Buyer (or the Sub if designated by the Seller and any other subsidiary that owns Purchased Buyer) could have liability to withhold or pay Taxes with respect to the transfer of the Acquired Assets; (f) copies, certified by an officer of the Seller, of (i) the Seller’s articles of incorporation, certified as of a recent date Escrow Agreement duly executed by the Delaware Secretary Seller and substantially in the form of State and Exhibit C hereto (ii) certificates of good standing (or equivalent) as of recent date of the Seller issued by the Delaware and North Carolina Secretaries of State"Escrow Agreement"); (g) possession a Registration Rights Agreement duly executed by the Seller and control substantially in the form of Exhibit D hereto (the Purchased Assets; and"Registration Rights Agreement"); (h) usernames all other assignments and passwords associated with any other instruments or documents reasonably necessary in the reasonable judgement of the Purchased AssetsBuyer (or the Sub if designated by the Buyer) to evidence the sale, includingassignment, but not limited to usernames transfer and passwords to any conveyance by the Seller of the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a);Acquired Assets in accordance with the terms of this Agreement; and (i) all other documents, certificates, instruments and writings required hereunder to be delivered by the Seller at or prior to the BuyerClosing Date pursuant to this Agreement.

Deliveries by the Seller. At The Seller will deliver the Closing, the Seller shall deliver, or cause to be delivered, following to the Buyer at the followingClosing: (a) this Agreement, Counterpart signature pages for the applicable Seller Party of each other Operative Document to which any Seller Party is a party duly executed by the Sellereach Seller Party which is intended to be a party thereto; (b) a xxxx of sale substantially in the form of Exhibit A (the “Xxxx of Sale”)All consents, executed waivers or approvals required to be obtained by the Seller with respect to the sale, transfer and any assignment of the Purchased Assets to, and the assumption of the Assumed Liabilities by, the Buyer, or the consummation of the transactions contemplated by this Agreement and the other subsidiary that owns Purchased AssetsOperative Documents, including the Consents to be provided by the Seller, each of which shall be in form and substance reasonably acceptable to the Buyer; (c) an assignment An opinion of counsel and assumption agreement substantially in certificate (as contemplated by Sections 8.2(d) and 8.2(g)) with respect to the form of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement Purchased Assets and the Xxxx of Sale, the “Related Agreements”), executed by the Seller and any other subsidiary that owns Purchased AssetsOperative Documents; (d) a closing agreement by One or more deeds and between bills of sale or other instruments of conveyance of the Union Real Estate and personal property included in the SellerPurchased Assets, substantially as set forth in Exhibit E hereto (collectively, the "Deed and Bill xx Sale"), related to the sale and transfer of the Purchased Assets to the Buyer, duly executed and acknowledged by the Union Seller and the Sellerin recordable form; (e) non-foreign person affidavits, A FIRPTA Affidavit executed by the Seller and any other subsidiary that owns Purchased Assets;Seller; and (f) copiesSuch other agreements, certified by an officer of the Sellerdocuments, of (i) the Seller’s articles of incorporation, certified instruments and writings as of a recent date are required to be delivered by the Delaware Secretary of State and (ii) certificates of good standing (Seller or equivalent) as of recent date of any Seller Guarantor on or prior to the Seller issued by the Delaware and North Carolina Secretaries of State; (g) possession and control of the Purchased Assets; and (h) usernames and passwords associated with any of the Purchased Assets, including, but not limited to usernames and passwords Closing Date pursuant to any of the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a); (i) all other documents, certificates, instruments and writings required hereunder to be delivered to the BuyerOperative Documents.

Deliveries by the Seller. At Concurrently with the Closingexecution of this Agreement, the Seller shall deliver, or cause to be delivered, to the each Buyer the followingfollowing items: (a) this Agreement, executed newly-issued stock certificate(s) representing the Shares purchased by such Buyer and issued in the Sellername of such Buyer; (b) a xxxx of sale receipt, in substantially in the form of Exhibit A attached hereto as EXHIBIT B (the “Xxxx of Sale”"SELLER'S RECEIPT"), executed by evidencing the Seller and any other subsidiary that owns Purchased AssetsSeller's receipt of the Purchase Price; (c) an assignment copies of the resolutions of the board of directors of the Seller authorizing and assumption agreement substantially in the form of Exhibit B (the “Assignment and Assumption approving this Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Sale, the “Related Agreements”)Subscription, executed and all other transactions and agreements contemplated by this Agreement, certified by the Secretary or an Assistant Secretary of the Seller to be true and any other subsidiary that owns Purchased Assetscomplete and in full force and effect and unmodified as of the date of this Agreement; (d) a closing agreement stockholders' agreement, in the form attached hereto as EXHIBIT C, by and between the Union and among the Seller, the Buyers, and PolyOne (the "STOCKHOLDERS' AGREEMENT"), duly executed by the Union Seller and the SellerPolyOne; (e) non-foreign person affidavits, executed a copy of the certificate of incorporation of the Seller certified as of a date no more than 16 days prior to the date of this Agreement by the Seller and any other subsidiary that owns Purchased AssetsSecretary of State of the State of Delaware; (f) copies, certified by an officer a certificate of the Seller, Secretary of (i) State of the Seller’s articles State of incorporation, certified Delaware as to the good standing of the Seller as of a recent date by no more than 16 days prior to the Delaware Secretary of State and (ii) certificates of good standing (or equivalent) as of recent date of the Seller issued by the Delaware and North Carolina Secretaries of StateClosing Date; (g) possession and control a certificate of the Purchased Assets; andSecretary or an Assistant Secretary of the Seller, given by him or her on behalf of the Seller and not in his or her individual capacity, certifying as to the bylaws of the Seller. (h) usernames and passwords associated with any a copy of the Purchased Assets, including, but not limited to usernames and passwords to any certificate of incorporation of the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a)Company certified as of a date no more than 16 days prior to the date of this Agreement by the Secretary of State of the State of Delaware; (i) all other documents, certificates, instruments and writings required hereunder to be delivered a certificate of the Secretary of State of the State of Delaware as to the Buyergood standing of the Company as of a date no more than 16 days prior to the Closing Date; and (j) a certificate of the Secretary or an Assistant Secretary of the Company, given by him or her on behalf of the Company and not in his or her individual capacity, certifying as to the bylaws of the Company.

Deliveries by the Seller. At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer deliver the following: (a) this Agreementthe closing and secretary's certificates referred to in Section 8.1(e) and Section 8.1(f); (b) a duly executed assignment of the Interest to the Purchaser, in form and substance reasonably satisfactory to the Purchaser and its counsel; (c) a certificate dated within ten (10) business days prior the Closing Date from the Secretary of State or comparable official of the state of incorporation or organization of Aerospace and each Subsidiary certifying as to the valid existence and good standing in such jurisdiction of Aerospace and each respective Subsidiary; (d) the recorded Charter Documents of Aerospace and each Subsidiary, recently certified by the Secretary of State of the State of Texas; (e) all Books and Records of the Company; (f) executed counterparts of all Required Consents and Required Permits; (g) a receipt for the payment of the Base Purchase Price; (h) each of the agreements referred to in Section 7.6 executed by the Seller; (bi) a xxxx written opinion of sale substantially in the form of Exhibit A (the “Xxxx of Sale”), executed by counsel to the Seller addressed to the Purchaser confirming that the representations and any other subsidiary that owns Purchased Assets; (c) an assignment warranties contained in Section 3.1 through Section 3.7 hereof are true, correct and assumption agreement substantially in complete and that, to the form best of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Salesuch counsel's knowledge, without investigation, the “Related Agreements”)Seller's other representations and warranties are true, executed by correct and complete, which opinion shall be in form and substance reasonably satisfactory to the Seller Purchaser and any other subsidiary that owns Purchased Assets; (d) a closing agreement by and between the Union and the Seller, executed by the Union and the Seller; (e) non-foreign person affidavits, executed by the Seller and any other subsidiary that owns Purchased Assets; (f) copies, certified by an officer of the Seller, of (i) the Seller’s articles of incorporation, certified as of a recent date by the Delaware Secretary of State and (ii) certificates of good standing (or equivalent) as of recent date of the Seller issued by the Delaware and North Carolina Secretaries of State; (g) possession and control of the Purchased Assetsits counsel; and (h) usernames and passwords associated with any of the Purchased Assets, including, but not limited to usernames and passwords to any of the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a); (ij) all other previously undelivered documents, certificates, instruments and writings required hereunder to be delivered by the Seller to the BuyerPurchaser at or prior to the Closing pursuant to this Agreement and such other documents, instruments and certificates as the Purchaser may reasonably request in connection with the transactions contemplated by this Agreement.

Deliveries by the Seller. At On the ClosingClosing Date, the Seller shall deliver, or cause to be delivered, to the Buyer the followingfollowing items: (a) this stock certificates representing all of the Shares accompanied by duly executed stock powers and all stock transfer tax stamps attached and otherwise sufficient to transfer the Shares to the Buyer free and clear of all Liens; (b) a reasonably current (dated no more than thirty days prior to the Closing Date) good standing certificate (or equivalent document) for the Company issued by the secretary of state of Delaware and each state in which the Company is qualified to do business as a foreign corporation; (c) a reasonably current (dated no more than thirty days prior to the Closing Date) certificate of authorization to transact business in South Carolina (or equivalent document) for the Company issued by the secretary of state of South Carolina; (d) a copy of the certificate of incorporation (or equivalent document) of the Company, certified by the secretary of state of Delaware, and a copy of the bylaws of the Company, certified by an officer of the Company; (e) the original corporate record books and stock record books (or equivalent documents) of the Company; (f) all of the consents listed on Schedule 4.7; (g) the Alumina Purchase Agreements, each duly executed by the Company; (h) the Aluminum Supply Agreement, duly executed by Alcoa; (i) the Intellectual Property License, duly executed by the Company and Alcoa; (j) the Transition Services Agreement, duly executed by Alcoa; (k) written resignations of each director, manager and officer of the Company and the Subsidiaries listed on Schedule 3.2(k); (l) a non-foreign person affidavit that complies with the requirements of Section 1445 of the Code and in form and substance reasonably satisfactory to the Buyer, duly executed by the Seller; (bm) a xxxx of sale substantially Contract, in the form attached hereto as Exhibit E, duly executed by Alcoa, pursuant to which Alcoa will transfer to the Company all rights and obligations that Alcoa, and any of Exhibit A its Affiliates (other than the “Xxxx of Sale”Company and the Subsidiaries), may have as a user or otherwise under the Terminal Use Agreement; (n) a duly executed Owner’s Affidavit of Possession and a duly executed Owner’s Affidavit and Indemnity with regard to the Owned Real Property, in the forms attached hereto as Exhibit F-1 and Exhibit F-2, respectively; (o) the certificate required under Section 8.2(d); (p) Form 8023 duly executed by the Seller and any other subsidiary that owns Purchased Assets; (cin order to facilitate Buyer’s Section 338(h)(10) an assignment and assumption agreement substantially in the form of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Sale, the “Related Agreements”), executed by the Seller and any other subsidiary that owns Purchased Assets; (d) a closing agreement by and between the Union and the Seller, executed by the Union and the Seller; (e) non-foreign person affidavits, executed by the Seller and any other subsidiary that owns Purchased Assets; (f) copies, certified by an officer of the Seller, of (i) the Seller’s articles of incorporation, certified as of a recent date by the Delaware Secretary of State and (ii) certificates of good standing (or equivalent) as of recent date of the Seller issued by the Delaware and North Carolina Secretaries of State; (g) possession and control of the Purchased AssetsElection option pursuant to Section 6.6; and (hq) usernames such other documents and passwords associated with any of instruments as the Purchased Assets, including, but not limited Buyer reasonably requests to usernames and passwords to any of consummate the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a); (i) all other documents, certificates, instruments and writings required hereunder to be delivered to the BuyerTransactions.

Deliveries by the Seller. At the Closing, the Seller shall deliver, deliver or cause to be delivered, delivered to the Buyer Purchaser the following:following items (in addition to any other items required to be delivered to the Purchaser pursuant to any other provision of this Agreement): (a) this Agreement, executed the Seller shall deliver to the Company’s stock transfer agent (the “Transfer Agent”) original certificates representing the Shares being sold by the SellerSeller to the Purchaser pursuant to Section 2.1 hereof, together with instructions to the Transfer Agent, in substantially the form of Exhibit A attached hereto; (b) a xxxx of sale full and complete release by the Seller from any and all liabilities, claims and obligations, arising prior to the Closing, that the Seller may have against the Company, in substantially in the form of Exhibit A (the “Xxxx of Sale”), executed by the Seller and any other subsidiary that owns Purchased AssetsB attached hereto; (c) an assignment resignations of such of the current directors and assumption agreement substantially in officers from all of their positions as directors and officers of the form of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Sale, the “Related Agreements”), executed Company as requested by the Seller and any other subsidiary that owns Purchased AssetsPurchaser; (d) duly executed resolutions from Board of Directors approving the Transaction and appointing Mxxxxxx Xxxxxxxxxx as the Chairman of the Board of the Company (“Change of Directors”) and also as Chief Executive Officer until a closing agreement by permanent CEO replacement has been found; and between Lxxxxx Xx as Chief Financial Officer of the Union and the Seller, executed by the Union and the SellerCompany; (e) nonfiling of Form 8-foreign person affidavits, executed by K for the Seller and any other subsidiary that owns Purchased AssetsTransaction; (f) copiesall records and documents relating to the Company, certified by an officer of the Seller, of (i) the Seller’s articles of incorporation, certified as of a recent date by the Delaware Secretary of State and (ii) certificates of good standing (or equivalent) as of recent date of the Seller issued by the Delaware and North Carolina Secretaries of State; (g) possession and control of the Purchased Assets; and (h) usernames and passwords associated with any of the Purchased Assetswherever located, including, but not limited to, all books, records, government filings, Tax Returns, consent decrees, orders, and correspondence, financial information and records, electronic files containing any financial information and records, and other documents used in or associated with the Company, to usernames the extent such records and passwords to any of the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a); (i) all other documents, certificates, instruments and writings required hereunder to be documents have not been previously delivered to the BuyerPurchaser.

Deliveries by the Seller. At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer the followingPurchaser: (a) this Agreement, an executed by counterparty of the Seller; (b) a xxxx of sale instrument conveying title to the Membership Interest substantially in the form of Exhibit A A; (the “Xxxx b) executed copies of Sale”), executed by the Seller and any other subsidiary that owns Purchased AssetsApprovals; (c) an executed officer’s certificate of the Seller in the form attached hereto as Exhibit B; (d) executed secretary’s certificates of the Seller and Progress Energy in the forms attached as Exhibit C and Exhibit D, respectively; (e) except as set forth in Section 5.16 of the Seller’s Disclosure Schedule, the books, records and files of the Project Company related to the Project and to the operation and maintenance of the Project and copies of any records of Progress Ventures related to any Employee (as permitted by Applicable Law) to whom the Purchaser or one of its Affiliates has extended an offer of employment which has been accepted on or prior to the Closing Date (in lieu of any originals of any such books, records and files, the Seller may provide copies thereof provided that it identifies them as such and such books, records and files do not relate solely to the business of the Project Company); (f) a release of the Project Company from all Liabilities incurred by the Project Company prior to the Closing and owing to the Seller or any of its Affiliates as of the Closing (“Intercompany Payables”), other than those Liabilities set forth on Schedule 7.8(c), in the form attached as Exhibit E; (g) assignment and assumption agreement agreements substantially in the form of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement and the Xxxx of SaleF, the “Related Agreements”), properly executed by the Seller or its Affiliates and any other subsidiary that owns Purchased Assets; (d) a closing agreement by and between the Union and the Seller, executed by the Union and the Seller; (e) non-foreign person affidavits, executed by the Seller and any other subsidiary that owns Purchased Assets; (f) copies, certified by an officer of the Seller, of (i) the Seller’s articles of incorporation, certified as of a recent date by the Delaware Secretary of State and Project Company or (ii) certificates of good standing (the Purchaser or equivalent) as of recent date its Affiliates, pursuant to which all rights and obligations of the Seller issued or its Affiliates (A) to the fuel oil held for use by Seller or an Affiliate of Seller (other than the Project Company) for use at the Facility but not owned by the Delaware Project Company, and North Carolina Secretaries of State; (gB) possession and control under the agreements set forth in Section 3.2(g) of the Purchased Assets; andSeller’s Disclosure Schedule were assigned to, and assumed by, the Project Company, the Purchaser or an Affiliate of the Purchaser at or prior to the Closing; (h) usernames and passwords associated with any proof of the Purchased Assetstermination of, including, but not limited to usernames and passwords to any or removal of the serversProject Company as a party to, applications, IT equipment, the agreements with the Seller or appliances its Affiliates and other intercompany arrangements set forth on Schedule 1.2(a)in Section 3.2(h) of the Seller’s Disclosure Schedule, in a form reasonably acceptable to the Purchaser; (i) an assignment and assumption agreement in the form attached as Exhibit G, properly executed by the Seller, pursuant to which all Excluded Assets owned by the Project Company and all Pre-Closing Accounts Payable of the Project Company are assigned by the Project Company to, and assumed by, the Seller or an Affiliate of the Seller other documentsthan the Project Company at or prior to the Closing; (j) a receipt for the payment of the Purchase Price; (k) an executed certificate from an officer of the Seller in the form attached as Exhibit H, certificatesdated as of the Closing Date, that: (i) each Unit is operational, dispatchable and capable of meeting the scheduling requirements of Duke Power and NCMPA in accordance with the Duke Power Contracts and the NCMPA Contracts, respectively; (ii) each Unit is in compliance with all noise and emissions limitations and other material Applicable Laws and Approvals; and (iii) the combined cycle Unit is capable of delivering net electrical output of no less than ninety-six percent (96%) of 468 MW, and the simple cycle Units 1, 2 and 3 are collectively capable of simultaneously delivering net electrical output of no less than ninety-six percent (96%) of 453 MW; provided, that such certification shall not constitute a representation or warranty by the Seller to such net electrical output under such conditions; (l) resignations from all officers of the Project Company; and (m) any other documents or instruments and writings required or copies thereof as may be reasonably necessary to effect or facilitate the transactions contemplated hereunder to be delivered the extent reasonably requested by the Purchaser not less than five (5) Business Days prior to the BuyerClosing.

Deliveries by the Seller. At or prior to the Closing, the Seller shall deliver, or cause to be delivered, deliver the following to the Buyer the followingBuyer: (a) the Bill of Sale, duly executed by the Seller for the personal pxxxxrty included in the Purchased Assets; (b) all consents, waivers or approvals obtained by the Seller with respect to the Purchased Assets, the transfer of the Transferable Permits and the consummation of the transactions required in connection with the sale of the Purchased Assets contemplated by this Agreement; (c) the certificate contemplated by Section 8.2(b); (d) all such other instruments of assignment or conveyance as shall, in the reasonable opinion of the Buyer and its counsel, be necessary to transfer to the Buyer all of the Seller's right, title and interest in, to and under all of the Purchased Assets, in accordance with this Agreement; (e) certificates of title or origin (or like documents) with respect to any motor vehicles or other equipment included in the Purchased Assets for which a certificate of title or origin is required or customary in order to transfer title, duly executed by the Seller; (bf) a xxxx certification of sale substantially in the form of Exhibit A (the “Xxxx of Sale”), non-foreign status executed by the Seller and any other subsidiary that owns Purchased Assets; (csatisfies the requirements of Section 1.1445-2(b)(2)(i) an assignment and assumption agreement substantially in the form of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Sale, the “Related Agreements”), executed by the Seller and any other subsidiary that owns Purchased Assets; (d) a closing agreement by and between the Union and the Seller, executed by the Union and the Seller; (e) non-foreign person affidavits, executed by the Seller and any other subsidiary that owns Purchased Assets; (f) copies, certified by an officer of the Seller, of (i) United States Treasury Regulations promulgated under the Seller’s articles of incorporation, certified as of a recent date by the Delaware Secretary of State and (ii) certificates of good standing (or equivalent) as of recent date of the Seller issued by the Delaware and North Carolina Secretaries of StateCode; (g) possession and control from the New Jersey Department of Environmental Protection, either a No-Further Action letter or Letter of Non- Applicability for the assumption by the Seller of the Purchased Assetsleases at 415 Hamburg Turnpike, Wayne, New Jersey and at 524 Hamburg Txxxxxxx, Xxxxx, Xxx Xxxxxx, xxxxxxxx xx the New Xxxxxx Xxxxxxxxxx Xxxx Xxxxxxxxxxxxxx Act (N.J.S.A. 13:1K et. seq.) and the regulations promulgated thereunder (N.J.A.C. 7:26B et seq.); (h) an executed certificate of amendment to the Seller's certificate of incorporation in a form suitable for filing with the Secretary of State of New Jersey to change Seller's name from "Executive Conference, Inc." to a different name which does not use the name "Executive Conference" or "ECI"; and (h) usernames and passwords associated with any of the Purchased Assets, including, but not limited to usernames and passwords to any of the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a); (i) all such other agreements, documents, certificates, instruments and writings (as specified in a written notice delivered to the Seller five (5) days prior to the reasonably anticipated Closing Date) as are reasonably required hereunder to be delivered by the Seller at or prior to the BuyerClosing Date pursuant to this Agreement.

Deliveries by the Seller. At Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall deliver, deliver (or cause to be delivered, ) the following to the Buyer the followingBuyer: (a) this AgreementOriginal certificates for the Membership Interests, along with duly executed powers by the SellerSeller in favor of the Buyer transferring the Membership Interests to the Buyer; (b) a xxxx The resignations (or evidence of sale substantially the removal) of all members of the Board of managers of the Company, and the officers as set forth in the form Section 1.5(b) of Exhibit A (the “Xxxx of Sale”), executed by the Seller and any other subsidiary that owns Purchased AssetsDisclosure Letter; (c) an assignment and assumption agreement substantially in A certificate executed on the form behalf of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Sale, the “Related Agreements”), executed by the Seller by an officer thereof, certifying as to the fulfillment of the conditions set forth in Sections 5.3(a) and any other subsidiary that owns Purchased Assets5.3(b); (d) a closing agreement by A Transition Services Agreement with the terms as provided in Section 4.3(f) (the “Transition Services Agreement”) in form and between substance reasonably acceptable to the Union and the Seller, executed by the Union Buyer and the Seller; (e) A certificate of non-foreign person affidavitsstatus, executed by in form and substance reasonably acceptable to the Buyer and in the form provided in U.S. Treasury Regulation Section 1.1445-2(b)(2), issued pursuant to and in compliance with (including the making of any required filings with the IRS) U.S. Treasury Regulation Section 1.1445-2(b)(2), certifying that the Seller and any other subsidiary that owns Purchased Assetsis not a foreign person within the meaning of U.S. Treasury Regulation Section 1.1445-2(b)(2); (f) copies, certified by an officer Evidence of the Seller, of (i) the Seller’s articles of incorporation, certified as of a recent date by the Delaware Secretary of State and (ii) certificates of good standing (or equivalent) as of recent date release of the Seller issued by Company as a guarantor under the Delaware Credit Agreement dated September 16, 2010 as amended on June 30, 2011, among Rowan Companies, Inc., as Borrower, the Lenders named therein, Wxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and North Carolina Secretaries Swingline Lender and Citibank, N.A., DnB Nor Bank ASA and Royal Bank of State;Canada, as Co-Syndication Agents; and (g) possession and control of the Purchased Assets; and (h) usernames and passwords associated with any of the Purchased Assets, including, but not limited to usernames and passwords to any of the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a); (i) all All other documents, certificates, instruments and writings required hereunder to be delivered by the Seller at or (to the Buyerextent not previously delivered) prior to the Closing under this Agreement.

Deliveries by the Seller. At the Closing, the Seller shall deliver, will deliver or cause to be delivered, delivered to the Buyer the following: (a) this All required consents of third parties to the sale conveyance, transfer, assignment and delivery of the Transferred Assets and Business of the Seller hereunder, including but not limited to the consent of Southwall Technologies Inc. to the assignment of the North American Heat Mirror Value-Added Reseller Agreement and the consent of Norwest Equipment Finance, Inc. to the assignment of the Lease Agreement, executed by the Seller; (b) A certificate of the Secretary of the Seller certifying as of the Closing Date, (i) a xxxx true, correct, and complete copy of sale substantially in the form Articles of Exhibit A (the “Xxxx Incorporation of Sale”), executed by the Seller and any all amendments thereto as in effect on the Closing Date; (ii) a true, correct, and complete copy of the bylaws of the Seller and all amendments thereto as in effect on the Closing Date; (iii) a true, correct, and complete copy of the resolutions approved and adopted by the Seller's Board of Directors and Shareholders authorizing and approving the execution, performance and delivery of this Agreement and the transactions contemplated by this Agreement; (iv) Good Standing Certificate from the North Dakota Secretary of State and all other subsidiary that owns Purchased Assets;jurisdictions where the Seller is qualified to do business; and (v) the incumbency of the duly authorized officers of the Seller. (c) an assignment and assumption agreement substantially in the form The affidavit of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Sale, the “Related Agreements”), executed by the Seller and any other subsidiary that owns Purchased Assetscertifying as to its non-foreign status in accordance with Section 1445(b)(2) of the Code; (d) a closing agreement The Xxxx of Sale required by and between the Union and the Seller, executed by the Union and the SellerSection 1.1(c); (e) non-foreign person affidavits, executed The Assignment and Assumption Agreement required by the Seller and any other subsidiary that owns Purchased AssetsSection 1.1(c); (f) copies, certified The Lease Agreement required by an officer of the Seller, of (i) the Seller’s articles of incorporation, certified as of a recent date by the Delaware Secretary of State and (ii) certificates of good standing (or equivalent) as of recent date of the Seller issued by the Delaware and North Carolina Secretaries of StateSection 1.1(c); (g) possession and control of The First Amendment to the Purchased Assets; andEarn-Out Schedule; (h) usernames and passwords associated with any The opinion of the Purchased Assets, including, but not limited to usernames and passwords to any of the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a)Seller's counsel required by Section 5.2 above; (i) all Duly executed Amendment to the Articles of Incorporation of the Seller and withdrawal of assumed trade names as required by Section 5.3 above; (j) All other documents, certificates, instruments and writings required hereunder to be delivered by the Seller at or prior to the BuyerClosing Date pursuant to this Agreement or otherwise required in connection herewith.

Deliveries by the Seller. At the Closing, the Seller shall deliver, or cause to be delivered, the following to the Buyer the followingPurchaser: (a) copies, certified by a duly authorized officer of the Parent, of the resolutions of its board of directors authorizing its and the Seller’s execution, delivery and performance of this Agreement and the other agreements and instruments to be executed and delivered by it and the Seller pursuant to this Agreement; (b) a certificate of the Secretary or an Assistant Secretary of the Parent certifying the names and signatures of the officers of the Parent and the Seller authorized to sign this Agreement and the other documents to be delivered hereunder; (c) a counterpart of the Escrow Agreement, duly executed by the Seller; (bd) a xxxx counterpart of sale the Transition Services Agreement substantially in the form of attached hereto as Exhibit A (the “Xxxx of SaleTransition Services Agreement”), duly executed by the Seller and any other subsidiary that owns Purchased Assets; (c) an assignment and assumption agreement substantially in the form of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Sale, the “Related Agreements”), executed by the Seller and any other subsidiary that owns Purchased Assets; (d) a closing agreement by and between the Union and the Seller, executed by the Union and the Seller; (e) non-foreign person affidavitsa counterpart of the Information Systems License Agreement substantially in the form attached hereto as Exhibit C (the “License Agreement”), duly executed by the Seller and any other subsidiary that owns Purchased Assetsthe Company; (f) copiescounterparts of the Commercial Agreements substantially in the forms attached hereto as Exhibit D (the “Commercial Agreements”), certified duly executed by an officer the Seller and the Company; (g) the resignations contemplated by Section 6.2(c); (h) a certificate of good standing (or equivalent certificate thereto) with respect to the Parent and the Seller, of (i) the Seller’s articles of incorporation, certified dated as of a recent date by prior to the Delaware Secretary of State and (ii) certificates of good standing (or equivalent) as of recent date of the Seller issued by the Delaware and North Carolina Secretaries of State; (g) possession and control of the Purchased AssetsClosing Date; and (h) usernames and passwords associated with any of the Purchased Assets, including, but not limited to usernames and passwords to any of the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a); (i) all other documents, certificates, instruments and writings required hereunder documents to be delivered by the Parent or the Seller pursuant to the Buyerthis Agreement.

Deliveries by the Seller. At each Closing with respect to one or more Vessels and/or Chartered Companies (including the initial Closing), the Seller shall shall: (i) deliver, or cause to be delivered, to the Buyer the following: (a) this Agreement, executed by the SellerRelease Documents with respect to such Vessels and/or Chartered Companies; (bii) a xxxx of sale substantially in the case of a Chartered Company Sale, deliver, or cause to be delivered, to the Buyer (A) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of Exhibit A each of the Chartered Seller SPVs, and (the “Xxxx C) in respect of Sale”)each Chartered Company, executed by the Seller and any other subsidiary that owns Purchased Assets; (c) an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially in the form of set forth on Exhibit B 4 (the “each, an "Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Sale, the “Related Agreements”"), executed by the Seller and any other subsidiary that owns Purchased Assets; (d) a closing agreement by and between the Union and the Seller, executed by the Union and the Seller; (e) non-foreign person affidavits, executed by the Seller and any other subsidiary that owns Purchased Assets; (f) copies, certified by an officer of the Seller, of (i) the Seller’s articles of incorporation, certified as of a recent date by the Delaware Secretary of State and (ii) certificates of good standing (or equivalent) as of recent date of the Seller issued by the Delaware and North Carolina Secretaries of State; (g) possession and control of the Purchased Assets; and (hiii) usernames and passwords associated with any of the Purchased Assets, including, but not limited to usernames and passwords to any of the servers, applications, IT equipmentdeliver, or appliances set forth on Schedule 1.2(a); (i) all other documentscause to be delivered, certificates, to the Buyer or its applicable Subsidiary any documents or instruments and writings required hereunder to be delivered by the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified in Section 6.8(c).

Deliveries by the Seller. At the Closing, the Seller shall deliver, will deliver or cause to be delivered, delivered to the Buyer the following: (a) this AgreementAll required consents of third parties to the sale conveyance, executed by transfer, assignment and delivery of the SellerTransferred Assets of the Seller hereunder; (b) A certificate of the Secretary of the Seller certifying as of the Closing Date, (i) a xxxx true, correct, and complete copy of sale substantially in the form Articles of Exhibit A (the “Xxxx Incorporation of Sale”), executed by the Seller and any all amendments thereto as in effect on the Closing Date; (ii) a true, correct, and complete copy of the by-laws of the Seller and all amendments thereto as in effect on the Closing Date; (iii) a true, correct, and complete copy of the resolutions approved and adopted by the Seller's Board of Directors and Shareholders authorizing and approving the execution, performance and delivery of this Agreement and the transactions contemplated by this Agreement; (iv) Certificate of Existence from the Kentucky Secretary of State and all other subsidiary that owns Purchased Assets;jurisdictions where the Seller is qualified to do business; and (v) the incumbency of the duly authorized officers of the Seller. (c) an assignment and assumption agreement substantially in the form The affidavit of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Sale, the “Related Agreements”), executed by the Seller and any other subsidiary that owns Purchased Assetscertifying as to its non-foreign status in accordance with Section 1445(b)(2) of the Code; (d) a closing agreement The Xxxx of Sale, Assignment and Assumption Agreement required by and between the Union and the Seller, executed by the Union and the SellerSection 1.1(c); (e) non-foreign person affidavits, executed The Lease Assignment and Assumption Agreement required by the Seller and any other subsidiary that owns Purchased AssetsSection 1.1(c); (f) copies, certified The Employment Agreement required by an officer of the Seller, of (i) the Seller’s articles of incorporation, certified as of a recent date by the Delaware Secretary of State and (ii) certificates of good standing (or equivalent) as of recent date of the Seller issued by the Delaware and North Carolina Secretaries of StateSection 5.2 above; (g) possession and control of the Purchased AssetsThe Noncompetition Agreement required by Section 5.3 above; and (h) usernames and passwords associated with any of the Purchased Assets, including, but not limited to usernames and passwords to any of the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a); (i) all All other documents, certificates, instruments and writings required hereunder to be delivered by the Seller at or prior to the BuyerClosing Date pursuant to this Agreement or otherwise required in connection herewith.