Common use of Deliveries by the Sellers Clause in Contracts

Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the Buyer the following items: (a) a copy of the Escrow Agreement, duly executed by the Representative for and on behalf of the Sellers; (b) the original stock certificate(s) representing the Shares, with duly executed stock power(s) attached in proper form for transfer; (c) certificates of good standing for Holdco and Enginetics each issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of Ohio, their respective states of incorporation; (d) share certificate(s) in respect of all of the issued shares in Enginetics; (e) the articles of incorporation of Enginetics certified by the Secretary of State of the State of Ohio and a copy of the code of regulations of Enginetics, certified by an officer of Enginetics on behalf of Enginetics and not in his individual capacity; (f) the certificate of incorporation of Holdco certified by the Secretary of State of the State of Delaware and a copy of the bylaws of Holdco, certified by an officer of Holdco on behalf of Holdco and not in his individual capacity; (g) the Payoff Letters reflecting all outstanding Debt as of the Closing Date and containing a commitment to deliver any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of the Debt; (h) written resignations of the directors and officers of Holdco and Enginetics set forth on Schedule 3.2(h); (i) a certificate from an officer of Holdco, given by him on behalf of Holdco and not in his individual capacity, to the effect that the conditions set forth in Sections 8.3(a) and 8.3(b) have been satisfied; and (j) such other instruments or documents in form and substance as may be reasonably necessary and satisfactory to Buyer to consummate the contemplated transaction hereunder and to comply with the terms of this Agreement

Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the Buyer (unless previously delivered) the following itemsfollowing: (ai) a copy stock certificates representing all the Shares and Preferred Stock, and (ii) documentation reasonably satisfactory to the Buyer as to (A) the cancellation of the Escrow AgreementWarrants and (B) the exercise of the Options, in the case of the Shares and Preferred Stock accompanied by stock powers duly endorsed in blank or accompanied by duly executed by the Representative for instruments of transfer, with all necessary transfer tax and on behalf of the Sellersother revenue stamps affixed thereto; (b) a receipt for the original stock certificate(spayment provided for by Section 1.3(b) representing the Shares, with duly executed stock power(s) attached in proper form for transferhereof; (c) certificates Certificates of good standing Good Standing for Holdco CCI from the Texas Secretary of State and Enginetics each issued by from the Secretary of State of each state in which the State subsidiaries of Delaware CCI are organized and the Secretary Certificates of State of the State of Ohio, their respective states of incorporationQualification to do Business in each other state in which CCI is qualified to do business as a foreign corporation; (d) share certificate(s) in respect the resignations of all such officers of CCI as the issued shares in EngineticsBuyer shall request; (e) the articles stock books, stock ledgers and minute books of incorporation CCI (all other records of Enginetics certified by CCI being located on the Secretary premises of State of the State of Ohio and a copy of the code of regulations of Enginetics, certified by an officer of Enginetics on behalf of Enginetics and not in his individual capacityCCI); (f) the certificate of incorporation of Holdco certified by the Secretary of State resolutions of the State Board of Delaware Directors of CCI approving this Agreement and a copy of the bylaws of Holdco, certified by an officer of Holdco on behalf of Holdco Other Documents and not in his individual capacitythe transactions contemplated hereby and thereby; (g) the Payoff Letters reflecting all outstanding Debt as certified resolutions of the Closing Date shareholders of CCI approving this Agreement and containing a commitment to deliver any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of the Debttransactions contemplated hereby; (h) written resignations all consents, assignments or waivers required to be obtained in connection with the Contracts, in order for the Buyer to assume the operations and conduct the business of CCI without breaching the directors and officers provisions of Holdco and Enginetics set forth on Schedule 3.2(h)any Contract; (i) a certificate from an officer of Holdcoexecuted employment and non-competition agreements, given by him on behalf of Holdco in the forms attached hereto as Exhibits C, D and not in his individual capacityE, to the effect that the conditions set forth in Sections 8.3(a) between Buyer and 8.3(b) have been satisfied; and (j) such other instruments or documents in form and substance as may be reasonably necessary and satisfactory to Buyer to consummate the contemplated transaction hereunder and to comply with the terms of this AgreementBill X. Xxxxxx, Xx., Xxwaxx X.

Deliveries by the Sellers. At the Closing, the Sellers or the Sellers’ Representative shall deliver or cause to the Acquiror: (i) for each Seller, a duly executed copy of an instrument of assignment effecting the transfer and assignment of the Units to be sold by such Seller to the Acquiror at the Closing in form and substance reasonably satisfactory to Acquiror; (ii) for each Seller, a receipt and acknowledgment for the payments paid at Closing directly to such Seller, executed by such Seller in form and substance reasonably satisfactory to Acquiror; (iii) for the Series A Preferred Members holding Series A Interests representing ninety-five (95%) of the Series A Preferred Interests, a counterpart of the Series A Preferred Interest Purchase Agreement duly executed by each such Series A Preferred Member; (iv) a statement, signed by a person authorized to do so by the board of the Company, in the form described in Temporary Treasury Regulations Section 1.1445-11T(d)(2)(i); (v) the certificate required to be delivered by the Sellers’ Representative pursuant to the Buyer the following items:Section 8.03(a)(iii); (avi) a copy counterpart of the Escrow Agreement, Agreement duly executed by the Sellers’ Representative; (vii) counterparts of the Seller Expenses Escrow Agreement duly executed by the Sellers’ Representative for and (on behalf of itself and each Seller) and the SellersSeller Expenses Escrow Agent; (bviii) the original stock certificate(s) representing the Shares, with duly executed stock power(s) attached in proper form for transfer; (c) certificates of good standing for Holdco and Enginetics each issued a written confirmation by the Secretary Seller Expenses Escrow Agent of State receipt of the State of Delaware and the Secretary of State of the State of Ohio, their respective states of incorporation; (d) share certificate(s) in respect of all of the issued shares in Enginetics; (e) the articles of incorporation of Enginetics certified by the Secretary of State of the State of Ohio and a copy of the code of regulations of Enginetics, certified by an officer of Enginetics on behalf of Enginetics and not in his individual capacity; (f) the certificate of incorporation of Holdco certified by the Secretary of State of the State of Delaware and a copy of the bylaws of Holdco, certified by an officer of Holdco on behalf of Holdco and not in his individual capacity; (g) the Payoff Letters reflecting all outstanding Debt as of the Closing Date and containing a commitment to deliver any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of the Debt; (h) written resignations of the directors and officers of Holdco and Enginetics set forth on Schedule 3.2(h); (i) a certificate from an officer of Holdco, given by him on behalf of Holdco and not in his individual capacity, to the effect that the conditions set forth in Sections 8.3(a) and 8.3(b) have been satisfiedSeller Expenses Escrow Amount; and (jix) such other documents and instruments or documents in form and substance as may be reasonably necessary and satisfactory to Buyer to consummate the transactions contemplated transaction hereunder and to comply with the terms of by this Agreement.

Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the Buyer the following items: (a) a copy of the Escrow Agreement, duly executed by the Representative for and on behalf of the SellersSellers Representative; (b) the original stock certificate(s) certificates representing the SharesShares free and clear of all Liens (or lost stock affidavits, if applicable), with duly executed stock power(s) powers attached in proper form for transfer; (c) certificates a certificate of good standing for Holdco and Enginetics each the Company issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of Ohio, their respective states of incorporationDelaware; (d) share certificate(s) in respect a certificate of all good standing for the Subsidiary issued by the Department of the issued shares in EngineticsTreasury of the State of New Jersey; (e) the articles of incorporation of Enginetics certified by the Secretary of State of the State of Ohio and a copy of the code of regulations of Enginetics, certified by an officer of Enginetics on behalf of Enginetics and not in his individual capacity; (f) the certificate of incorporation of Holdco the Company certified by the Secretary of State of the State of Delaware and a copy of the bylaws of Holdcothe Company, certified by an officer of Holdco the Company on behalf of Holdco the Company and not in his individual capacity; (f) the certificate of incorporation of the Subsidiary certified by the Department of the Treasury of the State of New Jersey and a copy of the bylaws of the Subsidiary, certified by an officer of the Subsidiary on behalf of the Subsidiary and not in his individual capacity; (g) the original corporate record books and stock record books of the Company and the Subsidiary to the extent that the books and records are not located at the Company or the Subsidiary; (h) the Payoff Letters reflecting all outstanding Company Debt as of the Closing Date and containing a commitment to deliver any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of the Company Debt; (hi) written resignations resignations, in a form reasonably approved by the Buyer, of the directors board membership and officers elected offices (but not employment) of Holdco the Company and Enginetics the Subsidiary set forth on Schedule 3.2(h3.2(i); (ij) a certificate from an officer of Holdcothe Company, given by him on behalf of Holdco the Company and not in his individual capacity, to the effect that that, with respect to the Company, the conditions set forth in Sections 8.3(a) and 8.3(b) have been satisfied; (k) an executed affidavit issued to the Buyer by an officer of the Company as required by Treasury Regulation Section 1.1445-2(c)(3), in form and substance reasonably satisfactory to the Buyer, certifying that the Company has not been a United States real property holding corporation (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith) at any time during the five-year period ending on the Closing Date; (l) duly executed counterparts to an agreement terminating the Advisory Agreement; (m) Schedule 2.3(d), certified by the chief executive officer and the chief financial officer of the Company, accurately and completely setting forth (i) the dollar amount and percentage of the Purchase Price attributable to each Seller and (ii) the Seller Pro Rata Portion for each Seller with respect to the Indemnity Escrow Amount, the Adjustment Escrow Amount and the Holdback Amount; and (jn) such other instruments or documents in form and substance an optical disk (CD) containing the complete contents of the “Project Admiral” Intralinks “virtual” data room as may be reasonably necessary and satisfactory to Buyer to consummate the contemplated transaction hereunder and to comply with the terms of this AgreementNovember 6, 2014 at 12:00 p.m. Eastern Time.

Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the Buyer the following items: (a) a copy : certified copies of the Escrow Agreement, duly executed by respective certificates of incorporation (or the Representative for and on behalf foreign equivalent) of the Sellers; (a) certified copies of the respective bylaws (or the foreign equivalent) of the Sellers, if any; (b) a good standing certificate (or the original stock certificate(sforeign equivalent) representing of the SharesSellers, with duly executed stock power(s) attached in proper form for transfereach case dated within five business days of the Closing Date; (c) certificates from the respective secretaries or assistant secretaries of good standing for Holdco each of the Sellers certifying that the respective boards of directors of the Sellers have unanimously adopted the Agreement and Enginetics each issued the Related Writings and that the resolutions authorizing the Agreement and the transactions contemplated by the Secretary of State of the State of Delaware and the Secretary of State of the State of Ohio, their respective states of incorporationAgreement are in full force in effect; (d) share certificate(s) in respect certificates from the respective Chief Executive Officer and the Executive Vice President or Chief Financial Officer of each of the Sellers to the effect that the performance and compliance by the Sellers of all of the issued shares covenants contained herein in Engineticsall respects have been fully satisfied; (e) certificates from the articles of incorporation of Enginetics certified by the Secretary of State respective secretaries or assistant secretaries of the State of Ohio and a copy of Sellers certifying as to the code of regulations of Enginetics, certified by an officer of Enginetics on behalf of Enginetics and not in his individual capacity; (f) the certificate of incorporation of Holdco certified by the Secretary of State of the State of Delaware and a copy of the bylaws of Holdco, certified by an officer of Holdco on behalf of Holdco and not in his individual capacity; (g) the Payoff Letters reflecting all outstanding Debt as of the Closing Date and containing a commitment to deliver any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of the Debt; (h) written resignations incumbency of the directors and officers of Holdco the Sellers and Enginetics set forth as to the signatures of such officers who have executed documents delivered at Closing on Schedule 3.2(hbehalf of such Sellers; (f) a legal opinion of counsel to the Sellers in form and substance reasonably satisfactory to the Buyer; (g) a legal opinion of the Sellers' local counsel in Mexico, in form and substance reasonably satisfactory to Buyer, indicating that NPC Mexico is the owner of record of, and has good and marketable title (or its Mexican equivalent), to the real property included in the Subject Assets, free and clear of all Liens, except Permitted Liens; (h) the Noncompetition Agreement in the form attached as Exhibit B; (i) a certificate from an officer the Transitional Services Agreement in the form attached as Exhibit C; (j) the Lease Agreement; (k) the Employer Substitution Agreement in the form attached as Exhibit E; (l) the Documents of Holdco, given by him on behalf of Holdco and not in his individual capacity, Conveyance relating to the effect that Subject Assets; (m) a public instrument containing a Deed relating to the conditions set forth Real Estate included in Sections 8.3(athe Subject Assets substantially in the form of Exhibit D. (n) and 8.3(ball consents or waivers referenced on SCHEDULE 6.4; (o) have been satisfieda permit issued by the applicable Mexican Governmental Authority authorizing the definitive import by Buyer of used computer equipment included in the Subject Assets; (p) the Asset Transfer Agreements; and (jq) such other further documents, instruments or documents in form and substance receipts as the Buyer may be reasonably necessary and satisfactory to Buyer to consummate the contemplated transaction hereunder and to comply with the terms of this Agreementrequest.

Deliveries by the Sellers. At the Closing, the Sellers shall deliver (or cause to be delivered delivered) to Purchaser, originals or copies, if specified, of the Buyer the following itemsfollowing: (a) an appropriate unit power or such instruments from each Seller as shall be reasonably requested by Purchaser documenting the transfer to Purchaser of title in and to the Units in accordance with the terms of this Agreement; (b) a copy counterpart of the Escrow Agreement, duly executed by the Representative for and on behalf of the Sellers; (b) the original stock certificate(s) representing the Shares, with duly executed stock power(s) attached in proper form for transfer’ Representative; (c) certificates resignations of good standing for Holdco all managers, directors and Enginetics officers of the Company and Pardot Europe, effective as of the Closing Date; (d) a Release, substantially in the form attached hereto as Exhibit D, executed by each Seller (collectively, the “Releases”); (e) copies of all consents, waivers, authorizations and approvals of any Governmental Entity or Person listed on Section 4.05 of the Disclosure Schedules; (f) [reserved]; (g) a Certificate of Existence of the Company issued by the Secretary of State of the State of Delaware Georgia and certificates of qualification to do business as a foreign corporation issued by the Secretary appropriate Governmental Entities of State each state listed on Section 4.01 of the State Disclosure Schedules, each dated within five (5) calendar days of Ohio, their respective states of incorporationthe Closing; (dh) share certificate(sa certificate of good standing or equivalent issued by the Registrar of Companies for England and Wales, dated within ten (10) in respect of all calendar days of the issued shares in EngineticsClosing; (ei) copies of resolutions adopted by the articles Board of incorporation Managers of Enginetics the Company authorizing and approving the execution and delivery of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby, certified to be true, complete, correct and in full force and effect by the Secretary of State of the State of Ohio and a copy of the code of regulations of Enginetics, certified by an officer of Enginetics on behalf of Enginetics and not in his individual capacityCompany; (fj) copies of (i) the certified articles of organization of the Company, including all amendments thereto, and (ii) the operating agreement of the Company, including all amendments thereto, each certified as true, complete and correct and in full force and effect by the Secretary of the Company; (k) copies of (i) the certificate of incorporation registration of Holdco Pardot Europe including all amendments thereto, and (ii) the bylaws of Pardot Europe, including all amendments thereto, each certified as true, complete and correct and in full force and effect by the Secretary of State of the State of Delaware and a copy of the bylaws of Holdco, certified by an officer of Holdco on behalf of Holdco and not in his individual capacityPardot Europe; (gl) the Payoff Letters reflecting for each instrument evidencing all outstanding Debt from the obligees thereunder, as set forth in Section 4.03(c) of the Disclosure Schedules, setting forth the amounts necessary to pay off all such Debt under such instrument as of the Closing Date along with the per diem interest amount with respect thereto, and containing a commitment evidence reasonably satisfactory to deliver any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction Purchaser of the Debtrelease of all Encumbrances on the Company’s and Pardot Europe’s assets and UCC financing statements related thereto; (hm) written resignations a list of Persons owed Transaction Expenses, the directors amount of Transaction Expenses owed to each such Person and officers of Holdco and Enginetics set forth on Schedule 3.2(h)wire transfer instructions for each such Person; (in) a certificate from an officer termination and mutual release in the form attached as Exhibit F (the “Termination and Release Agreement”) executed by Xxxxxx Xxxx and the Company with respect to any and all affiliated transactions, including all arrangements required to be disclosed on Section 4.27 of Holdco, given by him on behalf the Disclosure Schedules; (o) a certification meeting the requirements of Holdco and not in his individual capacity, Treasury Regulation Section 1.1445-2(b) to the effect that each Seller is not a “foreign person” as defined in Section 1445 of the conditions set forth in Sections 8.3(aCode; (p) and 8.3(ba counterpart of the Employment Agreement, duly executed by Xxxx Xxxxxxx; (q) have been satisfieda counterpart of the Restricted Stock Grant Agreement, duly executed by Xxxx Xxxxxxx; and (jr) such other instruments or documents a stock restriction agreement in the form and substance attached hereto as may be reasonably necessary and satisfactory to Buyer to consummate the contemplated transaction hereunder and to comply with the terms Exhibit G (a “Stock Restriction Agreement”) prohibiting transfer of this Agreementany shares of Common Stock for six (6) months, duly executed by each Seller.

Deliveries by the Sellers. At In addition to all other items required to be delivered by the ClosingSellers at the Closing under this Agreement, at the Closing the Sellers shall deliver or cause to be delivered to the Buyer all of the following items: items to NECD: (a) a copy 100% of the Escrow Agreementoutstanding capital stock of MAIN, by delivery to NECD of one or more share certificates evidencing ownership of the stock of said corporation, endorsed by Sellers, or with duly executed blank stock powers signed by the Representative for and on behalf of the Sellers; Sellers with such signatures guaranteed; (b) certified copies of the original Acquiree Corporation's articles of incorporation, together with an officers certificate that the stock certificate(s) representing of MAIN has been duly transferred on the Sharesbooks and records, with duly executed and in the stock power(s) attached transfer ledgers of such corporation, as required in proper form for transfer; this Agreement; (c) certificates a current Certificate of good standing for Holdco and Enginetics each Good Standing of the Acquiree Corporation, issued by the Secretary of the State of Delaware as well as by the Secretary of the State of Delaware and any other jurisdiction in which the Secretary of State of the State of Ohio, their respective states of incorporation; Acquiree Corporation is authorized to conduct business; (d) share certificate(s) in respect of all corporate records of the issued shares in Enginetics; (e) Acquiree Corporation consisting of at least the articles of incorporation of Enginetics certified by the Secretary of State following: copies of the State of Ohio Acquiree Corporations' bylaws, complete minute books and a copy of the code Acquiree Corporation's stock transfer ledger; (e) a balance sheet of regulations the Acquiree Corporation dated as of EngineticsDecember 31, certified 1998 prepared by an officer the controller or accountant of Enginetics on behalf of Enginetics and not the Acquiree Corporation in his individual capacity; accordance with generally accepted accounting principals consistently applied; (f) certificates of the certificate Secretary and the Vice President or the President of incorporation the Acquiree Corporation verifying the accuracy and authenticity of Holdco certified all corporate records, financial statements, other materials, disclosures or documents pertaining to the Acquiree Corporation delivered or provided by the Secretary of State of Sellers at the State of Delaware Closing, and a copy of confirming the bylaws of Holdco, certified by an officer of Holdco accuracy on behalf of Holdco and not in his individual capacity; (g) the Payoff Letters reflecting all outstanding Debt as of the Closing Date and containing a commitment to deliver any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of the Debt; (h) written resignations of the directors and officers of Holdco and Enginetics set forth on Schedule 3.2(h); (i) a certificate from an officer of Holdco, given by him on behalf of Holdco and not in his individual capacity, to the effect that the conditions set forth in Sections 8.3(a) and 8.3(b) have been satisfied; and (j) such other instruments or documents in form and substance as may be reasonably necessary and satisfactory to Buyer to consummate the contemplated transaction hereunder and to comply with the terms of this AgreementDate

Deliveries by the Sellers. At or prior to the Closing, the Sellers shall deliver or cause to be delivered the following to the Buyer the following itemsBuyer: (a) a copy the Bill of the Escrow AgreementSale, duly executed by the Representative Sellers for and on behalf of the Sellerspersonal prxxxxty included in the Purchased Assets; (b) all consents, waivers or approvals obtained by the original stock certificate(s) representing Sellers with respect to the SharesPurchased Assets, the transfer of the Transferable Permits and the consummation of the transactions required in connection with duly executed stock power(s) attached in proper form for transferthe sale of the Purchased Assets contemplated by this Agreement, to the extent specifically required hereunder; (c) the certificates contemplated by Section 8.2(b) and a certificate from an authorized officer of good standing for Holdco Teligent to the effect that all cure amounts payable in accordance with Sections 2.5(b) and Enginetics each issued by the Secretary of State (c) will have been caused to be paid as of the State of Delaware and the Secretary of State of the State of Ohio, their respective states of incorporationClosing Date; (d) share certificate(s) the Instrument of Assignment and Assumption and all such other instruments of assignment or conveyance as shall, in respect the reasonable opinion of the Buyer and its counsel, be necessary to transfer to the Buyer all of the issued shares Sellers' rights, title and interest in, to and under all of the Purchased Assets, in Engineticsaccordance with this Agreement; (e) certificates of title for certificated motor vehicles or other separately titled Purchased Assets, or other evidences of the articles of incorporation of Enginetics certified right to use the Purchased Assets, duly executed by the Secretary of State of the State of Ohio applicable Seller and a copy of the code of regulations of Enginetics, certified by an officer of Enginetics on behalf of Enginetics and not in his individual capacityform reasonably satisfactory to Buyer; (f) stock certificates representing all of the certificate shares of incorporation the capital stock of Holdco certified ICG Communications, Inc., a Delaware corporation, owned by the Secretary of State of the State of Delaware and a copy of the bylaws of HoldcoSellers, certified endorsed in blank or accompanied by an officer of Holdco on behalf of Holdco and not in his individual capacity;duly executed stock powers; and (g) all such other agreements, documents, instruments and writings as are required to be delivered by the Payoff Letters reflecting all outstanding Debt as of Sellers at or prior to the Closing Date and containing a commitment pursuant to deliver any necessary UCC termination statements or other releases as may be reasonably required this Agreement, except where failure to evidence provide such documents would not materially affect the satisfaction of the Debt; (h) written resignations of the directors and officers of Holdco and Enginetics set forth on Schedule 3.2(h); (i) a certificate from an officer of Holdco, given by him on behalf of Holdco and not in his individual capacity, to the effect that the conditions set forth in Sections 8.3(a) and 8.3(b) have been satisfied; and (j) such other instruments or documents in form and substance as may be reasonably necessary and satisfactory to Buyer Sellers' ability to consummate the transactions contemplated transaction hereunder and to comply with the terms of this Agreementhereby.

Deliveries by the Sellers. At or prior to the Closing, the Sellers shall deliver or cause to be delivered the following to the Buyer the following itemsBuyer: (a) a copy of the Escrow AgreementBilx xx Sale, duly executed by the Representative Sellers for and on behalf of the Sellerspersonal property included in the Purchased Assets; (b) all consents, waivers or approvals obtained by the original stock certificate(s) representing Sellers with respect to the SharesPurchased Assets, the transfer of the Transferable Permits and the consummation of the transactions required in connection with duly executed stock power(s) attached in proper form for transferthe sale of the Purchased Assets contemplated by this Agreement, to the extent specifically required hereunder; (c) the certificates contemplated by Section 8.2(b) and a certificate from an authorized officer of good standing for Holdco Teligent to the effect that all cure amounts payable in accordance with Sections 2.5(b) and Enginetics each issued by the Secretary of State (c) will have been caused to be paid as of the State of Delaware and the Secretary of State of the State of Ohio, their respective states of incorporationClosing Date; (d) share certificate(s) the Instrument of Assignment and Assumption and all such other instruments of assignment or conveyance as shall, in respect the reasonable opinion of the Buyer and its counsel, be necessary to transfer to the Buyer all of the issued shares Sellers' rights, title and interest in, to and under all of the Purchased Assets, in Engineticsaccordance with this Agreement; (e) certificates of title for certificated motor vehicles or other separately titled Purchased Assets, or other evidences of the articles of incorporation of Enginetics certified right to use the Purchased Assets, duly executed by the Secretary of State of the State of Ohio applicable Seller and a copy of the code of regulations of Enginetics, certified by an officer of Enginetics on behalf of Enginetics and not in his individual capacityform reasonably satisfactory to Buyer; (f) stock certificates representing all of the certificate shares of incorporation the capital stock of Holdco certified ICG Communications, Inc., a Delaware corporation, owned by the Secretary of State of the State of Delaware and a copy of the bylaws of HoldcoSellers, certified endorsed in blank or accompanied by an officer of Holdco on behalf of Holdco and not in his individual capacity;duly executed stock powers; and (g) all such other agreements, documents, instruments and writings as are required to be delivered by the Payoff Letters reflecting all outstanding Debt as of Sellers at or prior to the Closing Date and containing a commitment pursuant to deliver any necessary UCC termination statements or other releases as may be reasonably required this Agreement, except where failure to evidence provide such documents would not materially affect the satisfaction of the Debt; (h) written resignations of the directors and officers of Holdco and Enginetics set forth on Schedule 3.2(h); (i) a certificate from an officer of Holdco, given by him on behalf of Holdco and not in his individual capacity, to the effect that the conditions set forth in Sections 8.3(a) and 8.3(b) have been satisfied; and (j) such other instruments or documents in form and substance as may be reasonably necessary and satisfactory to Buyer Sellers' ability to consummate the transactions contemplated transaction hereunder and to comply with the terms of this Agreementhereby.

Deliveries by the Sellers. At or prior to the Closing, the Sellers shall deliver deliver, or cause to be delivered delivered, to the Buyer the following items: (a) a copy of the Escrow Agreement, duly executed by the Representative for and on behalf of the Sellers; (b) the original The stock certificate(s) certificates representing the Shares, with duly executed stock power(s) powers, in a form reasonably acceptable to Buyer, attached in proper form for transfer; (cb) certificates of good standing for Holdco and Enginetics each issued by the Secretary of State Evidence, reasonably acceptable to Buyer, of the State termination and/or cancellation of Delaware each Option and Warrant as of immediately prior to the Secretary of State of the State of Ohio, their respective states of incorporationClosing; (dc) share certificate(s) in respect of all of the issued shares in Enginetics; (e) the articles of incorporation of Enginetics certified by the Secretary of State of the State of Ohio and a copy of the code of regulations of Enginetics, certified by an officer of Enginetics on behalf of Enginetics and not in his individual capacity; (f) the certificate of incorporation of Holdco certified by the Secretary of State of the State of Delaware and a copy of the bylaws of Holdco, certified by an officer of Holdco on behalf of Holdco and not in his individual capacity; (g) the The Payoff Letters reflecting all outstanding Debt as of the Closing Date and containing a commitment to deliver any necessary UCC termination statements authorizations or other releases as may be reasonably required to evidence the satisfaction of such Company Debt; (d) Invoices and payoff letters reflecting the DebtSelling Expenses; (e) The Bonus Releases; (f) The Consideration Spreadsheet and accompanying officer’s certificate; (g) The certificate of incorporation of the Company and each of the Subsidiaries certified as of a recent practicable date by the Secretary of State of Delaware; (h) written resignations A certificate of the directors Secretary of State of Delaware (and officers from the Secretary of Holdco State from each other foreign jurisdiction in which the Company or the Subsidiaries are qualified) as to the good standing as of the most recent practicable date of the Company and Enginetics set forth on Schedule 3.2(h)the Subsidiaries; (i) a A certificate of the Secretary of the Company and each Subsidiary, 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 and each of the Subsidiaries and the resolutions of the Board of Directors of the Company authorizing this Agreement and the transactions contemplated hereby; (j) A certificate from an officer of Holdcothe Company, given by him or her on behalf of Holdco the Company and not in his or her individual capacity, to the effect that the conditions set forth in Sections 8.3(a‎8.2(a) and 8.3(b8.2(b) have been satisfied; (k) Written resignations of board membership and elected offices (but not employment), in a form reasonably acceptable to Buyer, from each of the directors and officers of the Company and the Subsidiaries, unless otherwise requested in writing by Buyer prior to the Closing; (l) Original corporate record books and stock record books of the Company and the Subsidiaries; (m) Evidence of the termination of the Stockholders Agreement, dated as of June 25, 2002 (as amended October 3, 2003 and December 30, 2008), by and among the Company, the Seller Representative and the other parties thereto (the “Company Stockholders Agreement”); (n) Evidence of the termination of the Advisory Agreement, in a form reasonably acceptable to Buyer; (o) A General Release executed by each of the Sellers and each of the directors and officers of the Company and the Subsidiaries; (p) Bank signatory cards for each of the Company’s and Subsidiaries’ bank accounts; (q) A confidentiality agreement, executed by the Seller Representative, in a form reasonably acceptable to Buyer; (r) An affidavit issued to Buyer by an officer of the Company as required by Treasury Regulation Section 1.1445-2(c)(3) certifying that the Company has not been a United States real property holding corporation (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith) at any time during the five (5)-year period ending on the Closing Date in form and substance reasonably satisfactory to Buyer; and (js) such other instruments or documents in form and substance as may be Evidence, reasonably necessary and satisfactory acceptable to Buyer to consummate Buyer, of the contemplated transaction hereunder and to comply with termination of the terms of this AgreementCompany’s 401(k) plans.

Deliveries by the Sellers. At the Closing, the Sellers shall deliver deliver, or cause to be delivered delivered, to the Buyer the following items: (a) a copy of: (i) the share certificates in respect of the Escrow AgreementShares, (ii) valid share transfer forms in respect of the Shares duly executed by the Representative for and on behalf each Seller in favor of the SellersBuyer, and (iii) Form E4A and a working sheet certified by a director or secretary of the Company computing the net asset value per share of the Company (incorporating all necessary exhibits and attachments thereto) and/or such other document(s) as may be prescribed from time to time by the stamp duty branch of the IRAS for the purposes of assessing the stamp duty payable on a transfer of shares; (b) certified true copies of the original stock certificate(sresolutions passed by the Company’s board of directors approving and authorizing amongst others: (i) representing the Shares, with duly executed stock power(sterms and conditions of this Agreement and the Ancillary Agreements; (ii) attached the transfer of Shares to the Buyer; (iii) the issue of a new share certificate in proper form for transferrespect of the Shares in favor of the Buyer; (iv) the cancellation of old share certificates; (v) the entry of the name of the Buyer into the electronic register of members of the Company as maintained by ACRA as the holder of the Shares and the making of such other entries into other corporate records of the Company as may be necessary; and (vi) the resignation of any Seller appointee(s) as director(s) of the Company and the appointment of the Buyer’s nominated person(s) as director(s) of the Company as set out on Schedule ‎3.2(b); (c) certificates of good standing for Holdco and Enginetics each issued by the Secretary of State certified true copies of the State resolutions passed by each of Delaware the Acquired Companies approving and authorizing amongst others the resignation of any Seller appointee(s) as director(s), officer(s) or manager(s) of the Acquired Company and the Secretary of State appointment of the State Buyer’s nominated person(s) as director(s), officer(s) or manager(s) of Ohio, their respective states of incorporationthe Company as set out on Schedule ‎3.2(c); (d) the new share certificate(s) certificate in respect of all of the issued shares in EngineticsShares acquired by the Buyer; (e) the articles certificates of incorporation incorporation, common seal (if any), original company minute books, statutory registers and unit or stock record books, as applicable, of Enginetics certified by the Secretary of State of the State of Ohio and a copy of the code of regulations of Enginetics, certified by an officer of Enginetics on behalf of Enginetics and not in his individual capacityeach Acquired Company; (f) all identifiers, passwords, passphrases, authentication tokens and any other information required to (i) access and/or operate immediately following Closing, all electronic and/or remote access bank accounts, email accounts, internet resources, servers and systems that the certificate of incorporation of Holdco certified by the Secretary of State any Acquired Company maintains or has access to; (ii) view, modify, delete or store data, following Closing that is contained in any of the State of Delaware accounts and a copy of the bylaws of Holdcoresources referred to in (i) above; and (iii) control any domain registrations and renewals, certified following Closing, for any domains which are owned by an officer of Holdco on behalf of Holdco and not in his individual capacityany Acquired Company; (g) duly executed funds flow statement by the Payoff Letters reflecting Seller Representative on behalf of all outstanding Debt as of the Closing Date and containing a commitment to deliver any necessary UCC termination statements or other releases as may be reasonably required to evidence Sellers, countersigned by Buyer, which shall set forth the satisfaction payment of the DebtPurchase Price at Closing in accordance with the provisions of Section ‎2.1(b) hereof; (h) written resignations of the directors consent and officers of Holdco and Enginetics set forth notification listed on Schedule 3.2(h) of the Sellers’ Disclosure Letter; (i) non-competition agreements, by and between each Seller in the form attached hereto as Exhibit B, duly executed by each Non-Compete Seller (collectively, the “Non-Competition Agreements”); (ij) a USB flash drive containing copies of all information and documents uploaded to the “Project Bread” virtual data room; (k) an earn-out agreement, by and between the Sellers, the Seller Representative, the Buyer and the Guarantor, the form attached hereto as Exhibit C (the “Earn-Out Agreement”) duly executed by the Sellers and the Seller Representative; (l) a trademark license agreement by and between the Company and the Seller entity doing business as MediaDonuts Belgium, duly executed by the Company and such Seller entity; and (m) a certificate from an officer of Holdco, the Company given by him or her on behalf of Holdco and not in his individual capacity, the Company to the effect that the conditions set forth in Sections 8.3(a‎8.2(a), ‎8.2(b), ‎8.2(d), ‎8.2(e) and 8.3(b‎8.2(f) have been satisfied; and (j) such other instruments or documents in form and substance as may be reasonably necessary and satisfactory to Buyer to consummate the contemplated transaction hereunder and to comply with the terms of this Agreement.

Deliveries by the Sellers. At the Closing, the Sellers shall will deliver or cause to be delivered to the Buyer the following itemsfollowing: (a) a copy All required consents of third parties to the sale, conveyance, transfer, assignment and delivery of the Escrow Agreement, duly executed by the Representative for Transferred Assets and on behalf Business of the SellersSellers hereunder; (b) A certificate of the original stock certificate(sPresident of the Sellers certifying as of the Closing Date, (i) representing a true, correct and complete copy of the SharesCertificate of Incorporation of the Sellers and all amendments thereto as in effect on the Closing Date; (ii) a true, with correct and complete copy of the bylaws of the Sellers 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 Sellers' 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 Illinois Secretary of State and the Wisconsin Secretary of State and all other jurisdictions where the Sellers is qualified to do business; and (v) the incumbency of the duly executed stock power(s) attached in proper form for transfer;authorized offers of the Sellers. (c) certificates of good standing for Holdco and Enginetics each issued by the Secretary of State The affidavit of the State of Delaware and the Secretary of State Sellers certifying as to its non-foreign status in accordance with Section 1445(b)(2) of the State of Ohio, their respective states of incorporationCode; (d) share certificate(s) in respect The Bills of all of the issued shares in EngineticsSale required by Section 1.1(c); (e) the articles of incorporation of Enginetics certified The Assignment and Assumption Agreements required by the Secretary of State of the State of Ohio and a copy of the code of regulations of Enginetics, certified by an officer of Enginetics on behalf of Enginetics and not in his individual capacitySection 1.1(c); (f) the certificate of incorporation of Holdco certified The Lease Assignments required by the Secretary of State of the State of Delaware and a copy of the bylaws of Holdco, certified by an officer of Holdco on behalf of Holdco and not in his individual capacitySection 1.1(c); (g) The Security Agreements and the Payoff Letters reflecting all outstanding Debt as of the Closing Date and containing a commitment to deliver any necessary UCC termination statements or other releases as may be reasonably Membership Pledge Agreements required to evidence the satisfaction of the Debtby Section 1.2; (h) written resignations The opinion of the directors and officers of Holdco and Enginetics set forth on Schedule 3.2(h)Sellers' counsel required by Section 5.2 above; (i) a certificate from an officer of Holdco, given by him on behalf of Holdco and not in his individual capacity, Duly executed Amendment to the effect that Articles of Incorporation of each of the conditions set forth in Sections 8.3(a) Sellers and 8.3(b) have been satisfied; andwithdrawal of assumed trade names as required by Section 5.3 above; (j) such Copies of the stock records of Thermo Rose as required by Section 5.4; (k) The I-9s and W-4s required by Section 5.5; (l) The Amendment to Lease required by Section 5.6; (m) All other documents, instruments and writings requiring to be delivered by the Sellers at or documents prior to the Closing Date pursuant to this Agreement or otherwise required in form and substance as may be reasonably necessary and satisfactory to Buyer to consummate the contemplated transaction hereunder and to comply with the terms of this Agreementconnection herewith.

Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the Buyer the following items: (a) a copy certified copies of the Escrow Agreement, duly executed by the Representative for and on behalf respective certificates of incorporation or articles of organization of the Sellers; (b) certified copies of the original stock certificate(s) representing respective bylaws or limited liability company agreement of the SharesSellers, with duly executed stock power(s) attached in proper form for transferif any; (c) certificates of a good standing for Holdco and Enginetics each issued by the Secretary of State certificate of the State of Delaware and the Secretary of State Sellers, in each case dated within five business days of the State of Ohio, their respective states of incorporationClosing Date; (d) share certificate(s) in respect certificates from the respective secretaries or assistant secretaries of all each of the issued shares Sellers certifying that the respective boards of directors of the Sellers have unanimously adopted the Agreement and the Related Writings and that the resolutions authorizing the Agreement and the transactions contemplated by the Agreement are in Engineticsfull force in effect; (e) certificates from the articles respective Chief Executive Officer and the Executive Vice President or Chief Financial Officer of incorporation each of Enginetics certified the Sellers to the effect that the performance and compliance by the Secretary Sellers of State all of the State of Ohio and a copy of the code of regulations of Enginetics, certified by an officer of Enginetics on behalf of Enginetics and not covenants contained herein in his individual capacityall respects have been fully satisfied; (f) certificates from the certificate of incorporation of Holdco certified by the Secretary of State respective secretaries or assistant secretaries of the State of Delaware and a copy of Sellers certifying as to the bylaws of Holdco, certified by an officer of Holdco on behalf of Holdco and not in his individual capacity; (g) the Payoff Letters reflecting all outstanding Debt as of the Closing Date and containing a commitment to deliver any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of the Debt; (h) written resignations incumbency of the directors and officers of Holdco the Sellers and Enginetics set forth as to the signatures of such officers who have executed documents delivered at Closing on Schedule 3.2(h)behalf of such Sellers; (g) a legal opinion of counsel to the Sellers in form and substance reasonably satisfactory to the Buyer; (h) the Noncompetition Agreement in the form attached as Exhibit B; (i) a certificate from an officer the Transitional Services Agreement in the form attached as Exhibit C; (j) the Sublease Agreement; (k) the Lend-Lease Agreement in the form attached as Exhibit D; (l) the Documents of Holdco, given by him on behalf of Holdco and not in his individual capacity, Conveyance relating to the effect that Subject Assets; (m) all consents or waivers referenced on SCHEDULE 6.4; (n) an occasional sales affadavit for the conditions set forth in Sections 8.3(a) and 8.3(b) have been satisfiedsale of the Subject Assets; and (jo) such other further documents, instruments or documents in form and substance receipts as the Buyer may be reasonably necessary and satisfactory to Buyer to consummate the contemplated transaction hereunder and to comply with the terms of this Agreementrequest.

Deliveries by the Sellers. At the Closing, the Sellers shall will deliver or cause the Company to be delivered deliver to the Buyer the following itemsfollowing: (a) a copy Stock certificates representing all of the Escrow Agreementissued and outstanding shares of Common Stock owned by the Sellers, accompanied by stock powers duly executed by the Representative for and on behalf in favor of the SellersBuyer or duly executed instruments of transfer and any other documents that are necessary to transfer to the Buyer good and marketable title to all issued and outstanding shares of Common Stock; (b) The stock books, stock ledgers, minute books, and other corporate records of the original stock certificate(s) representing the Shares, with duly executed stock power(s) attached in proper form for transferCompanies; (c) certificates of good standing for Holdco and Enginetics each issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of Ohio, their respective states of incorporation; (d) share certificate(s) in respect of all of the issued shares in Enginetics; (e) the articles of incorporation of Enginetics certified by the Secretary of State of the State of Ohio and a copy of the code of regulations of Enginetics, certified by an officer of Enginetics on behalf of Enginetics and not in his individual capacity; (f) the certificate of incorporation of Holdco certified by the Secretary of State of the State of Delaware and a copy of the bylaws of Holdco, certified by an officer of Holdco on behalf of Holdco and not in his individual capacity; (g) the Payoff Letters reflecting all outstanding Debt as of Resignations dated the Closing Date and containing a commitment to deliver any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of the Debt; (h) written resignations all of the directors and officers of Holdco the Companies as designated by the Buyer; (d) All required consents of third parties to the sale conveyance, transfer, assignment and Enginetics set forth delivery of the Common Stock or any assets of the Companies hereunder; (e) A certificate of the officer of each of the Companies certifying as of the Closing Date (i) a true, correct, and complete copy of its Articles of Incorporation and all amendments thereto as in effect on Schedule 3.2(h)the Closing Date; (ii) a true, correct, and complete copy of its bylaws and all amendments thereto as in effect on the Closing Date; and (iii) Certificates of Good Standing from the respective Secretary of State of the jurisdiction of its incorporation and any state in which it is qualified to transact business as a foreign corporation; (f) The affidavit of each of the Sellers certifying as to his non-foreign status in accordance with Section 1445(b)(2) of the Code; (g) The Certificate of Sellers pursuant to Section 5.1, including evidence that the $31,000 of debts of the Sellers to the Companies; the $68,000 of debts of the Companies to Thermo-Shield; and the $80,000 of debts of the Companies to former shareholders, all of which are reflected on the Balance Sheets have been paid in full; (h) The Non-Competition Agreements required by Section 5.3 above; (i) a certificate The Employment Agreement required by Section 5.4 above; (j) The Opinion of the Sellers' Counsel required by Section 5.5 above; (k) A General Release from an officer each of Holdcothe Sellers which releases the Companies from any and all claims, given by him on behalf known or unknown, contingent or direct, which he may have against either of Holdco the Companies or Thermo-Shield as of the Closing Date, other than claims arising under this Agreement and not in his individual capacity, to the effect other Documents and the transactions contemplated hereby; (l) Evidence that the conditions set forth in Sections 8.3(aMichigan Shareholders Agreement has been terminated pursuant to Section 5.8; (m) The I-9's and 8.3(bW-4's required by Section 5.9; (n) have been satisfiedThe Escrow Agreement required by Section 1.2; and (jo) such All other documents, instruments and writings required to be delivered by the Sellers at or documents prior to the Closing Date pursuant to this Agreement or otherwise required in form and substance as may be reasonably necessary and satisfactory to Buyer to consummate the contemplated transaction hereunder and to comply with the terms of this Agreementconnection herewith.

Deliveries by the Sellers. At In addition to all other items required to be delivered by the ClosingSellers at the Closing under this Agreement, at the Closing the Sellers shall deliver or cause to be delivered to the Buyer the following itemsitems to IFOA: (a) a copy 100% of the Escrow Agreementoutstanding capital stock of RWC, D&K and DL, by delivery to the Merger Subsidiaries of one or more share certificates evidencing ownership of the stock of said corporations, endorsed by Sellers, or with duly executed blank stock powers signed by the officers of each of RWC, D&K and DL; (b) certified copies of each of the articles of incorporation of each of RWC, D&K and DL; (c) a current Certificate of Good Standing of each of the Acquiree Corporations, issued by the Secretary of the State of California as well as by the Secretary of the State of any other jurisdiction in which the Acquiree Corporations are authorized to conduct business; (d) corporate records of each of the Acquiree Corporations consisting of at least the following: copies of the By-laws of each of the Acquiree Corporations and minute books; (e) a balance sheet of DDD dated as of December 31, 1998 prepared by the controller or accountant of the Acquiree Corporations in accordance with generally accepted accounting principals consistently applied; (f) certificates of the Secretary and the Vice President or the President of the Acquiree Corporations verifying the accuracy and authenticity of all corporate records, financial statements and other materials or documents pertaining to the Acquiree Corporations delivered or provided by the Sellers at the Closing, and confirming the accuracy and truthfulness on the Closing Date of all representations and warranties of the Sellers and the Acquiree Corporations as contained herein and therein, that there has been no material adverse change in the financial condition of any of the Acquiree Corporations or DDD since December 31, 1998; (g) certified copies of resolutions of the board of directors of RWC, D&K and DL authorizing the execution, delivery and performance of this Agreement by such companies and the consummation of the Merger Transaction and the other transactions contemplated hereby; (h) a legal opinion of legal counsel for the Acquiree Corporation, addressed to IFOA in form and substance reasonably satisfactory to IFOA; (i) copies of the Certificates of Merger, duly executed by the Representative for Sellers and on behalf of the Sellers; (b) Acquiree Corporation, as applicable, in the original stock certificate(s) representing the Shares, form that will be filed with duly executed stock power(s) attached in proper form for transfer; (c) certificates of good standing for Holdco and Enginetics each issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of Ohio, their respective states of incorporation; (d) share certificate(s) in respect of all of the issued shares in Enginetics; (e) the articles of incorporation of Enginetics certified by the Secretary of State of the State of Ohio and a copy of the code of regulations of Enginetics, certified by an officer of Enginetics on behalf of Enginetics and not in his individual capacity; (f) the certificate of incorporation of Holdco certified by the Secretary of State of the State of Delaware and a copy of the bylaws of Holdco, certified by an officer of Holdco on behalf of Holdco and not in his individual capacity; (g) the Payoff Letters reflecting all outstanding Debt as of the Closing Date and containing a commitment to deliver any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of the Debt; (h) written resignations of the directors and officers of Holdco and Enginetics set forth on Schedule 3.2(h); (i) a certificate from an officer of Holdco, given by him on behalf of Holdco and not in his individual capacity, to the effect that the conditions set forth in Sections 8.3(a) and 8.3(b) have been satisfiedCalifornia; and (j) such other instruments or documents in form and substance as may be reasonably necessary and satisfactory to Buyer to consummate the contemplated transaction hereunder and to comply with the terms of this Agreement

Deliveries by the Sellers. At or prior to the ClosingClosing (or as specifically provided in this Section 4.2), the Sellers shall deliver or cause to be delivered the following to the Buyer the following items:Buyer: 19 <PAGE> (a) stock certificates evidencing the Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank and with all required stock transfer Tax stamps affixed; (b) the Xxxx of Sale, duly executed by the Sellers, other than TAT, for the personal and movable property included in the Purchased Assets other than the Canadian Purchased Assets (to be delivered as of the close of business on the Closing Date); (c) all consents, waivers and approvals obtained by the Sellers with respect to the sale, assignment, conveyance, transfer and delivery of 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, to the extent specifically required hereunder; (d) the certificate contemplated by Section 8.2(b); (e) certified copies of the resolutions duly adopted by each Seller's board of directors authorizing the execution, delivery and performance of this Agreement and each of the other transactions contemplated hereby; (f) the Assumption Agreement, duly executed by the Sellers and all such other instruments of assignment or conveyance as shall be reasonably necessary to transfer to the Buyer Parties all of the Sellers' right, title and interest in, to and under all of the Purchased Assets in accordance with this Agreement (to be delivered as of the close of business on the Closing Date); (g) a copy of the Sale Order; (h) a certified copy of the Bankruptcy Court docket showing that no appeals to the Sale Order have been filed and, as applicable, a declaration of the Canadian Trustee that Inspector Approval has been obtained or that no notice of appeal to a Canadian Bankruptcy Court Order has been served; (i) certified copies of the Certificate of Incorporation and the Bylaws (or other similar organizational documents) of the Purchased Subsidiary and the Sellers, each as in effect as of the Closing; (j) the appropriate conveyance documents evidencing the sale of the Canadian Purchased Assets, including the Deed of Transfer and the Canadian Xxxx of Sale (the "Canadian Sale Documents"), duly executed by the Canadian Seller; (k) an application for discharge of the security charging the movable property of TAT (which discharge shall not constitute a discharge of the security charging the portion of the Purchase Price received as consideration for such movable property) signed by a representative of the Lenders duly authorized to that effect in the form of an application for registration of a voluntary cancellation to be published with the Quebec Register of Personal and Movable Real Rights; 20 <PAGE> (l) a discharge of any security charging the parcel of Owned Real Property owned by TAT (which discharge shall not constitute a discharge of the security charging the portion of the Purchase Price received as consideration for such Owned Real Property) signed by a representative of the Lenders duly authorized to that effect for publication with the Quebec Immovables Registry; (m) a warranty deed with covenant against the Sellers' acts (each, a "Deed") for each parcel of Owned Real Property owned by the Sellers other than the Owned Real Property owned by TAT, in proper recordable form in accordance with applicable laws, rules and regulations and sufficient to vest in the Buyer Parties good, indefeasible and marketable title to, and fee simple ownership of, such parcel of Owned Real Property, a form of which Deed is attached hereto as Exhibit E; (n) to the extent required by the Title Company in connection with the issuance of a title insurance policy or policies to the Buyer Parties, such affidavits or other documentation related thereto reasonably requested by the Buyer; (o) the Escrow Agreement, duly executed by the Representative for Sellers; and on behalf of (p) the Sellers; (b) the original stock certificate(s) representing the Shares, with duly executed stock power(s) attached in proper form for transfer; (c) certificates of good standing for Holdco and Enginetics each issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of Ohio, their respective states of incorporation; (d) share certificate(s) in respect of all of the issued shares in Enginetics; (e) the articles of incorporation of Enginetics certified by the Secretary of State of the State of Ohio and a copy of the code of regulations of Enginetics, certified by an officer of Enginetics on behalf of Enginetics and not in his individual capacity; (f) the certificate of incorporation of Holdco certified by the Secretary of State of the State of Delaware and a copy of the bylaws of Holdco, certified by an officer of Holdco on behalf of Holdco and not in his individual capacity; (g) the Payoff Letters reflecting all outstanding Debt as of the ' Closing Date and containing a commitment to deliver any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of the Debt; (h) written resignations of the directors and officers of Holdco and Enginetics set forth on Schedule 3.2(h); (i) a certificate from an officer of Holdco, given by him on behalf of Holdco and not in his individual capacity, to the effect that the conditions set forth in Sections 8.3(a) and 8.3(b) have been satisfied; and (j) such other instruments or documents in form and substance as may be reasonably necessary and satisfactory to Buyer to consummate the contemplated transaction hereunder and to comply with the terms of this AgreementReport.

Deliveries by the Sellers. At the Closing, the The Sellers shall deliver have delivered or cause caused to be delivered to the Buyer Purchaser the following itemsfollowing: (ai) a copy share certificate representing all of the Escrow Agreementshares in the capital of the Corporation registered in the name of the Purchaser and the cancelled share certificates representing the Acquired Shares, duly executed by together with an excerpt of the Representative for Corporate Records evidencing that the Purchaser has been registered as holder of record of the Acquired Shares; (ii) certified copies of: (A) the articles, by-laws and on behalf shareholders’ agreements (if applicable), or the partnership agreements, as the case may be, of each of the Acquired Entities; (B) all the resolutions of the shareholders, the board of directors and/or the partners, as the case may be, of each of the Sellers, 942064 Alberta Ltd. and the Acquired Entities approving the entering into and completion of the transactions contemplated by this Agreement and the Transaction Documents; and (C) a list of the officers and directors authorized to sign agreements together with their specimen signatures, all in form and substance satisfactory to the Purchaser, acting reasonably; (biii) the original stock certificate(s) representing the Sharesa certificate of status, with duly executed stock power(s) attached in proper form for transfer; (c) certificates of compliance, good standing for Holdco or like certificate with respect to the Sellers, 942064 Alberta Ltd. and Enginetics each the Acquired Entities issued by the Secretary appropriate government officials of State of the State of Delaware and the Secretary of State of the State of Ohio, their respective states jurisdictions of incorporation; (d) share certificate(s) in respect of all of the issued shares in Enginetics; (e) the articles of incorporation of Enginetics certified by the Secretary of State of the State of Ohio and a copy of the code of regulations of Enginetics, certified by an officer of Enginetics on behalf of Enginetics and not in his individual capacity; (fiv) the certificate of incorporation of Holdco certified by the Secretary of State of the State of Delaware referred to in Sections 7.1(a) and a copy of the bylaws of Holdco, certified by an officer of Holdco on behalf of Holdco and not in his individual capacity; (g) the Payoff Letters reflecting all outstanding Debt as of the Closing Date and containing a commitment to deliver any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of the Debt; (h) written resignations of the directors and officers of Holdco and Enginetics set forth on Schedule 3.2(h7.1(b); (iv) a certificate from an of a senior officer of Holdco, given by him on behalf of Holdco and not in his individual capacity, the Sellers certifying as to the effect that actual amount and timing of Equity Contributions made from (and including) January 1, 2014 to (and including) Closing; (vi) a resignation effective as at the conditions set forth in Sections 8.3(aClosing from each director and officer of the Non-Operating Entities and of the directors nominated by the Sellers or 942064 Alberta Ltd. on the board of directors of AML, AIML, SNC-Lavalin Energy Alberta Ltd., SNC-Lavalin GP Holdings Ltd. and the Corporation; (vii) the Corporate Records of the Corporation and 8.3(b) have been satisfiedthe Non-Operating Entities; and (jviii) such other instruments or documents in form an opinion of counsel to the Sellers and substance as may be reasonably necessary 942064 Alberta Ltd. respecting due authorization, execution and satisfactory to Buyer to consummate the contemplated transaction hereunder and to comply with the terms delivery of this AgreementAgreement and the Transaction Documents to which each of them is a party and the authorized and issued capital of the Acquired Entities immediately before Closing but after the Pre-Closing Reorganization.

Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the Buyer the following itemsfollowing: (a) a copy Certificates issued by the Company evidencing ownership of the Escrow Agreement, duly executed Shares by the Representative for and on behalf each of the Sellers, duly endorsed (or accompanied by a duly executed stock power) by the appropriate Seller for transfer to the Buyer; (b) Copies of the original stock certificate(s) representing articles of incorporation of the SharesCompany and the articles of organization of Subsidiary (as defined in Section 3.1 below), with duly executed stock power(s) attached in proper form for transfercertified as of a recent date by the Department of Financial Institutions of the State of Wisconsin; (c) certificates Certificates from the Department of good standing for Holdco and Enginetics Financial Institutions or other equivalent authority affirmatively certifying (i) the active status of each issued by the Secretary of State of the State Company and Subsidiary in the state of Delaware incorporation and any jurisdiction in which the Secretary Company or Subsidiary is qualified to do business as a foreign corporation and (ii) the payment of State taxes by each of the State Company and Subsidiary in each such jurisdiction, each such certificate to be dated as of Ohio, their respective states of incorporationthe most recent practicable date; (d) share certificate(sA certificate of the secretary or assistant secretary of the Company stating that (i) in respect of the Shares constitute all of the issued shares in Enginetics; and outstanding capital stock of the Company, (eii) the Company owns all of the issued and outstanding membership interests of Subsidiary, and (iii) the articles of incorporation of Enginetics certified by Company and the Secretary articles of State organization of Subsidiary have not been amended or modified since the date of the State of Ohio certification referred to in Section 2.2(b) hereof. A true and a correct copy of the code by-laws of regulations the Company and the operating agreement of EngineticsSubsidiary, certified by an officer as in effect on the date hereof and at all times thereafter to and including the Closing Date, also shall be attached to such certificate; (e) The opinion of Enginetics on behalf of Enginetics and not Sellers' counsel referred to in his individual capacitySection 7.1(e) hereof; (f) the certificate of incorporation of Holdco certified by the Secretary of State of the State of Delaware and a copy of the bylaws of Holdco, certified by an officer of Holdco The Required Consents (as identified on behalf of Holdco and not in his individual capacitySchedule 3.5 hereof); (g) the Payoff Letters reflecting all outstanding Debt as The results of a recent search of the Closing Date Uniform Commercial Code, judgment and containing a commitment tax lien filings which may have been filed with respect to deliver any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction personal property of the DebtCompany and Subsidiary in each jurisdiction where such filings may have been made or property is located, and the results of such search shall be satisfactory to the Buyer; (h) written resignations of A Non-competition Agreement referred to in Section 7.1(c) hereof, (substantially in the directors form attached hereto as Schedule 7.1) duly and officers of Holdco validly executed by Ms. Allison and Enginetics set forth on Schedule 3.2(h)delivered to Buyer; (i) a certificate from an officer Certificates of Holdcothx Xxxxxxx xertifying that all representations and warranties of the Sellers contained herein are accurate, given that all covenants to be performed by him on behalf of Holdco the Sellers have been performed, that all conditions precedent to closing have been performed, and not in his individual capacitythat all other documents, instruments, payments and writings required to be delivered by the Sellers to the effect that Buyer at the conditions set forth Closing pursuant to this Agreement or otherwise required or reasonably requested in Sections 8.3(a) and 8.3(b) connection herewith have been satisfieddelivered; (j) Estoppel certificates in form satisfactory to Buyer, executed by all landlords and sub-landlords, as the case may be, and Subordination, Non-Disturbance and Attornment Agreements, duly executed and in a form satisfactory to Buyer, as to the Properties. (k) All other documents, instruments, payments and writings required to be delivered by the Sellers to the Buyer at the Closing pursuant to this Agreement or otherwise required or reasonably required in connection herewith; and (j1) such other instruments or documents A release (in form and substance as may be reasonably necessary and satisfactory to Buyer Buyer) of any guaranty or other instrument or obligation to consummate the contemplated transaction hereunder and which Company or Subsidiary are a party or otherwise bound, guaranteeing or otherwise relating to comply with the terms any indebtedness or obligations of this AgreementMs. Allison or any other Seller.

Deliveries by the Sellers. At As of the Closing, the Sellers shall deliver deliver, or cause to be delivered delivered, to the Buyer the following items: (a) a copy certificates or assignment instruments representing all of the Escrow Agreement, Membership Interests accompanied by duly executed by powers and otherwise sufficient to transfer the Representative for Membership Interests to the Buyer free and on behalf clear of the Sellersall Liens; (b) the original stock certificate(s) representing the Shares, with duly executed stock power(s) attached in proper a reasonably current long-form for transfer; (c) certificates of good standing certificate (or equivalent document) for Holdco and Enginetics each the Company issued by the Secretary of State of the State of Delaware Wyoming and in each state in which the Secretary of State of the State of OhioCompany is qualified to do business as a foreign corporation, their respective states of incorporationas well as a good standing certificate for each Subsidiary; (dc) share certificate(s) in respect a copy of all of the issued shares in Enginetics; (e) the articles of incorporation organization of Enginetics the Company, certified by the Secretary of State of the State of Ohio Wyoming, (d) a duly executed Xxxxxxx and a copy Restated Operating Agreement of the code Company in the form attached hereto as Exhibit B; (e) payoff letters or other appropriate satisfaction instruments to be approved by the Buyer, and termination statements under the Uniform Commercial Code, if any, to extinguish all Indebtedness of regulations of Engineticsthe Company and all security interests related thereto to the extent directed by the Buyer or its lenders, certified including but not limited to the Member Notes, the satisfaction instruments and termination statements for which shall be held in escrow by an officer of Enginetics on behalf of Enginetics Buyer’s counsel until such time, if ever, that the Member Notes are fully satisfied and not paid as set forth in his individual capacitySection 2.2; (f) the certificate of incorporation of Holdco certified by the Secretary of State of the State of Delaware and a copy of the bylaws of Holdco, certified by an officer of Holdco consents listed on behalf of Holdco and not in his individual capacitySchedule 3.1(f); (g) the Payoff Letters reflecting all outstanding Debt as written resignations of each manager or officer of the Closing Date and containing a commitment Company requested by Xxxxx in writing prior to deliver any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of the DebtClosing; (h) written resignations a non-foreign person affidavit that complies with the requirements of Sections 1445 and 1446 of the directors Code, executed by each Seller and officers of Holdco in form and Enginetics set forth on Schedule 3.2(h)substance reasonably satisfactory to the Buyer; (i) a certificate from an officer copies of Holdco, given by him on behalf of Holdco and not in his individual capacity, to the effect that the conditions set forth in Sections 8.3(a) and 8.3(b) have been satisfied; andduly executed Employment Agreements; (j) an executed copy of the Profit Sharing Agreement; (k) a certificate of the Secretary of the Company certifying, (i) as complete, accurate and in effect as of the Closing, (A) attached copies of the Company’s articles of organization and operating agreement; and (B) all requisite resolutions or actions of the Company’s board of directors approving the execution and delivery of this Agreement, the Ancillary Agreements to which the Company is a party and the consummation of the transactions contemplated hereby and thereby (as applicable), and (ii) as to the incumbency and signatures of the officers of the Company executing any document, certificate or instrument relating to this agreement or the transactions contemplated hereby; (l) such other documents and instruments or documents in form and substance as may be the Buyer reasonably necessary and satisfactory to Buyer requests to consummate the transactions contemplated transaction hereunder and to comply with the terms of by this Agreement.

Deliveries by the Sellers. At the Closing, the Sellers shall deliver will deliver, or cause to be delivered, to Buyer (unless delivered to previously) the Buyer the following itemsfollowing: (a) a copy all appropriate instruments of the Escrow Agreementassignment and transfer, duly executed by the Representative for and on behalf Sellers, evidencing the transfer of the SellersPartnership Interests to Buyer; (b) resignations, effective as of the original stock certificate(s) representing Closing, of the Sharesdirectors of the Company and each Subsidiary, with duly executed stock power(s) attached except for such persons as shall have been designated in proper form for transferwriting prior to the Closing by Buyer to the Sellers and the Company; (c) certificates of good standing for Holdco and Enginetics each issued by a payoff letter (the Secretary of State “Payoff Letter”) in respect of the State of Delaware Credit Agreement in form and substance reasonably satisfactory to Buyer, pursuant to which the Secretary of State administrative agent under the Credit Agreement shall acknowledge, upon receipt of the State amounts specified therein, the payment in full of Ohioall “Obligations” under the Loan Documents (as defined in the Credit Agreement) (other than obligations in respect of letters of credit, their respective states which shall be fully cash collateralized in accordance with Section 6.20, and indemnity obligations that survive termination of incorporationthe Credit Agreement), termination of all credit commitments under the Credit Agreement and discharge of all Liens securing the obligations under the Loan Documents, except for any Liens in the Cash Collateral Account; (d) share certificate(scopies of the form of notices (to the relevant trustees) in respect of redemption of all of Company Industrial Revenue Bonds at the issued shares earliest possible redemption dates permitted under the indentures governing such bonds, which notices shall be in Engineticsform and substance reasonably satisfactory to Buyer and the relevant trustees; (e) the articles of incorporation of Enginetics certified by the Secretary of State of the State of Ohio and a copy of the code of regulations of Enginetics, certified by an officer of Enginetics on behalf of Enginetics and not in his individual capacity; (f) the certificate of incorporation of Holdco certified by the Secretary of State of the State of Delaware and a copy of the bylaws of Holdco, certified by an officer of Holdco on behalf of Holdco and not in his individual capacity; (g) the Payoff Letters reflecting all outstanding Debt as of the Closing Date and containing a commitment to deliver any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of the Debt; (h) written resignations of the directors and officers of Holdco and Enginetics set forth on Schedule 3.2(h); (i) a certificate from an officer of Holdco, given by him on behalf of Holdco and not in his individual capacity, to the effect Company certifying that the conditions set forth in Sections 8.3(aSection 7.3(a) and 8.3(bSection 7.3(b) have been satisfiedfulfilled; (f) a certificate from an officer of each Seller certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) have been fulfilled; (g) other documents required to be delivered pursuant to Section 7.3; (h) a certificate from each Seller to establish its non-foreign status in accordance with Treasury Regulation Section 1.1445-2(b)(2) and a properly executed copy of IRS Form W-9 from each Seller to establish its exemption from backup withholding; and (ji) such other instruments or documents in form and substance as may be reasonably necessary and satisfactory to Buyer to consummate the contemplated transaction hereunder and to comply with the terms of this Agreementexecuted Parent Guarantees.

Deliveries by the Sellers. At the Closing, the Sellers or each Seller, as the case may be, shall deliver or cause to be delivered to the Buyer the following itemsfollowing: (a) a copy of the Escrow Agreement, duly executed by the Representative for closing and on behalf of the Sellerssecretary's certificates referred to in Section 8.1(e) and Section 8.1(f); (b) the original stock certificate(s) certificates representing the Sharesnumber of Shares of TGA and TGASRI, with as applicable, listed on Schedule 1.1 opposite the name of each Seller, in each case duly endorsed in blank or accompanied by duly executed stock power(s) attached transfer powers in proper form for transferfavor of Purchaser dated the Effective Date; (c) certificates of good standing for Holdco and Enginetics each issued by a certificate dated within ten (10) business days prior the Closing Date from the Secretary of State (or other proper official) of the State jurisdiction of Delaware formation of each Company certifying as to each Company's valid existence and the Secretary of State of the State of Ohio, their respective states of incorporationgood standing in such jurisdiction; (d) share certificate(s) in respect the recorded Charter Documents of all of the issued shares in Enginetics; (e) the articles of incorporation of Enginetics each Company, recently certified by the Secretary of State (or other proper official) of the State jurisdiction of Ohio formation of each Company; (e) all Books and a copy Records of the code of regulations of Enginetics, certified by an officer of Enginetics on behalf of Enginetics and not in his individual capacityeach Company; (f) the certificate executed counterparts of incorporation of Holdco certified by the Secretary of State of the State of Delaware all Required Consents and a copy of the bylaws of Holdco, certified by an officer of Holdco on behalf of Holdco and not in his individual capacityRequired Permits; (g) a receipt for the Payoff Letters reflecting all outstanding Debt as payment of the Closing Date TGASRI Purchase Price and containing a commitment to deliver any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction that portion of the DebtTGA Base Purchase Price paid at Closing; (h) written resignations each of the directors and officers of Holdco and Enginetics set forth on Schedule 3.2(hagreements referred to in Section 7.6(a) to which any Seller is a party, each executed by the appropriate Seller(s); (i) each of the consents referred to in Section 7.6(b); (j) a certificate from an officer written opinion of Holdcocounsel to the Sellers addressed to the Purchaser confirming that the representations and warranties contained in Section 3.1 through Section 3.7 hereof are true, given by him on behalf of Holdco correct and not in his individual capacitycomplete and that, to the effect that best of such counsel's knowledge, the conditions set forth Sellers' other representations and warranties are true, correct and complete, which opinion shall be in Sections 8.3(a) form and 8.3(b) have been satisfiedsubstance reasonably satisfactory to the Purchaser and its counsel; and (jk) all other previously undelivered documents, instruments and writings required to be delivered by the Sellers to Purchaser at or prior to the Closing pursuant to this Agreement and such other documents, instruments or documents and certificates as Purchaser may reasonably request in form and substance as may be reasonably necessary and satisfactory to Buyer to consummate the contemplated transaction hereunder and to comply connection with the terms of transactions contemplated by this Agreement.

Deliveries by the Sellers. At the Closing, the Sellers shall will deliver or cause the Company to be delivered deliver to the Buyer the following itemsfollowing: (a) a copy Stock certificates representing all of the Escrow Agreementissued and outstanding shares of Common Stock owned by the Sellers, accompanied by stock powers duly executed by the Representative for and on behalf in favor of the SellersBuyer or duly executed instruments of transfer and any other documents that are necessary to transfer to the Buyer good and marketable title to all issued and outstanding shares of Common Stock; (b) The stock books, stock ledgers, minute books, and other corporate records of the original stock certificate(s) representing the Shares, with duly executed stock power(s) attached in proper form for transferCompany; (c) certificates of good standing for Holdco and Enginetics each issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of Ohio, their respective states of incorporation; (d) share certificate(s) in respect of all of the issued shares in Enginetics; (e) the articles of incorporation of Enginetics certified by the Secretary of State of the State of Ohio and a copy of the code of regulations of Enginetics, certified by an officer of Enginetics on behalf of Enginetics and not in his individual capacity; (f) the certificate of incorporation of Holdco certified by the Secretary of State of the State of Delaware and a copy of the bylaws of Holdco, certified by an officer of Holdco on behalf of Holdco and not in his individual capacity; (g) the Payoff Letters reflecting all outstanding Debt as of Resignations dated the Closing Date and containing a commitment to deliver any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of the Debt; (h) written resignations all of the directors and officers of Holdco the Company as designated by the Buyer; (d) All required consents of third parties to the sale, conveyance, transfer, assignment and Enginetics delivery of the Common Stock or any assets of the Company hereunder, including, but not limited to the consent of the landlord under the Lease set forth on Schedule 3.2(h)SCHEDULE 2.23; (e) A certificate of the Secretary of the Company certifying as of the Closing Date (i) a true, correct, and complete copy of the Articles of Incorporation of the Company and all amendments thereto as in effect on the Closing Date; (ii) a true, correct, and complete copy of the bylaws of the Company and all amendments thereto as in effect on the Closing Date; and (iii) Certificate of Good Standing from the Missouri Secretary of State; (f) The affidavit of each of the Sellers certifying as to his non-foreign status in accordance with Section 1445(b)(2) of the Code; (g) The Non-Competition Agreements required by Section 5.3 above; (h) The Employment Agreement required by Section 5.4 above; (i) a certificate The Registration Rights Agreement required by Section 5.5 above; (j) The Subordination Agreements required by Section 5.6 above; (k) The Escrow Agreement required by Section 5.7 above; (l) A General Release from an officer each of Holdcothe Sellers which releases the Company from any and all claims, given by him on behalf known or unknown, contingent or direct, which he may have against the Company as of Holdco the Closing Date, other than claims arising under this Agreement and not in his individual capacity, to the effect that other Documents and the conditions set forth in Sections 8.3(a) and 8.3(b) have been satisfiedtransactions contemplated hereby; and (jm) such All other documents, instruments and writings required to be delivered by the Sellers at or documents prior to the Closing Date pursuant to this Agreement or otherwise required in form and substance as may be reasonably necessary and satisfactory to Buyer to consummate the contemplated transaction hereunder and to comply with the terms of this Agreementconnection herewith.

Deliveries by the Sellers. At (a) On or prior to the ClosingClosing Date, the Sellers shall deliver have delivered or cause caused to be delivered to the Buyer the following itemsPurchaser: (ai) a copy stock certificates evidencing the Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank, in form satisfactory to the Purchaser and with all required stock transfer tax stamps affixed; (ii) the Assignments of Lease, each duly executed by all the Escrow Agreementparties thereto; (iii) the General Release, duly executed by the Representative Sellers; (iv) a receipt for the Purchase Price; (v) the resignations, effective as of the Closing, of all of the directors and on behalf officers of the Company, except for such persons as shall have been designated in writing prior to the Closing Date by the Purchaser to the Sellers; (bvi) a certificate of non-foreign status (in a form reasonably acceptable to the original stock certificate(sPurchaser) representing pursuant to Section 1.1445-2(b)(2) of the Shares, with duly executed stock power(s) attached in proper form for transferTreasury Regulations of each Seller (provided that if a Seller is a disregarded entity then such certificate shall be provided by its sole beneficial owner); (cvii) certificates a copy of good standing for Holdco and Enginetics each issued by (i) the Secretary certificate of State incorporation (or other similar organizational document), as amended, of the State of Delaware and the Secretary of State of the State of OhioCompany, their respective states of incorporation; (d) share certificate(s) in respect of all of the issued shares in Enginetics; (e) the articles of incorporation of Enginetics certified by the Secretary of State in its jurisdiction of organization, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the State of Ohio and a copy Secretary or Assistant Secretary of the code Company, dated as of regulations of Engineticsthe Closing Date, certified by an officer of Enginetics on behalf of Enginetics and not in his individual capacity; (f) the stating that no amendments have been made to such certificate of incorporation (or other similar organizational document) since such date, and (ii) the by-laws of Holdco the Company, certified by the Secretary of State or Assistant Secretary of the State of Delaware and a copy of the bylaws of Holdco, certified by an officer of Holdco on behalf of Holdco and not in his individual capacityCompany; (gviii) a good standing certificate for the Payoff Letters reflecting all outstanding Debt Company from the Secretary of State in its jurisdiction of organization and from the Secretary of State in each other jurisdiction in which the operation of the Company’s business in such jurisdiction, requires the Company to qualify to do business as a foreign corporation, in each case dated as of a date not earlier than five Business Days prior to the Closing Date and containing a commitment to deliver any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of the DebtDate; (h) written resignations of the directors and officers of Holdco and Enginetics set forth on Schedule 3.2(h); (iix) a certificate from of the Secretary or an officer Assistant Secretary of Holdco, given by him on behalf each of Holdco UGP and not in his individual capacity, Merion certifying the names and signatures of the officers of such Seller authorized to sign this Agreement and the effect that Ancillary Agreements and the conditions set forth in Sections 8.3(a) other documents to be delivered hereunder and 8.3(b) have been satisfiedthereunder; and (jx) such other instruments or certificates and documents in form and substance that the Purchaser is entitled to receive from the Sellers pursuant to Section 7.02 as may be reasonably necessary and satisfactory to Buyer a condition of the Purchaser’s obligations to consummate the contemplated transaction hereunder and to comply with the terms of this AgreementAcquisition.

Deliveries by the Sellers. The obligation of IA to consummate the transactions contemplated at the Closing shall be subject to the satisfaction at or prior to such date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable law, by IA. At the Closing, the Sellers shall deliver or cause to be delivered to IA the Buyer the following itemsfollowing: (a) a copy the consents of all third parties identified in Schedule 2.4 hereto as required Company in connection with the execution, delivery and performance of this Agreement and the consummation of the Escrow Agreementtransactions contemplated hereby, duly executed by the Representative for each in form and on behalf of the Sellerssubstance acceptable to IA; (b) written agreement and confirmation, in form and substance acceptable to IA, from the original stock certificate(s) representing Comptroller of the Shares, with duly executed stock power(s) attached in proper form State of Texas of the amounts due and payable by the Company for transferoutstanding taxes owed by it to the State of Texas for sales and use taxes through a date acceptable to IA; (c) certificates the Xxxx of good standing for Holdco Sale, Assignment and Enginetics each issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of Ohio, their respective states of incorporationAssumption Agreement; (d) share certificate(s) in respect of all certified resolutions of the issued shares in EngineticsBoard of Directors and of the stockholders of the Company approving the sale of Assets to IA, the Ancillary Agreements to which it is a party and the other transactions contemplated hereby and thereby; (e) an Officer’s Certificate certifying that all the articles of incorporation of Enginetics certified by the Secretary of State representations and warranties of the State Company or the Shareholder set forth herein and in any Ancillary Agreements to which the Company or the Shareholder is a party are true, correct and complete in all material respects on the Closing Date, as though made on such date (except to the extent expressly made as of Ohio a specific date, in which case, to such date), and a copy that all the covenants and agreements of the code Company or the Shareholder set forth herein have been performed or complied with in all material respects as of regulations of Engineticsthe Closing Date, certified by except as disclosed on an officer of Enginetics on behalf of Enginetics and not updated Disclosure Schedule, which shall be acceptable to IA in his individual capacityits sole discretion; (f) the certificate of incorporation of Holdco certified Consulting Agreement signed by the Secretary of State of the State of Delaware and a copy of the bylaws of Holdco, certified by an officer of Holdco on behalf of Holdco and not in his individual capacity;Shareholder; and (g) all other documents, certificates, instruments and writings required to be delivered by the Payoff Letters reflecting all outstanding Debt as of Sellers at or prior to the Closing Date and containing a commitment pursuant to deliver any necessary UCC termination statements this Agreement or other releases as may be reasonably otherwise required to evidence the satisfaction of the Debt; (h) written resignations of the directors and officers of Holdco and Enginetics set forth on Schedule 3.2(h); (i) a certificate from an officer of Holdco, given by him on behalf of Holdco and not in his individual capacity, to the effect that the conditions set forth in Sections 8.3(a) and 8.3(b) have been satisfied; and (j) such other instruments or documents in form and substance as may be reasonably necessary and satisfactory to Buyer to consummate the contemplated transaction hereunder and to comply with the terms of this Agreementconnection herewith.