Common use of Deliveries by the Sellers Clause in Contracts

Deliveries by the Sellers. At the Closing, Marconi and each Seller (as applicable) shall, and MCI and its Affiliates shall cause Marconi Federal and Marconi Middle East (as applicable) to, deliver to the Purchasers the following: (a) the Xxxx of Sale duly executed by each Seller; (b) the Assignment and Assumption Agreement duly executed by each Seller; (c) the Special Warranty Deeds duly executed by MCI or Marconi Canada (as applicable), for each Transferred Owned Real Property; (d) the Patent Assignment duly executed by Marconi IP; (e) the Trademark Assignment duly executed by the Sellers; (f) the Transition Services Agreement duly executed by MCI; (g) the License Agreement duly executed by Marconi IP and MCI; (h) the Federal Supply Agreement duly executed by Marconi Federal; (i) the Middle East Supply Agreement duly executed by Marconi Middle East; (j) the Consents received by the Sellers, subject to the terms and conditions of this Agreement, including Sections 2.3 and 6.3(c); (k) the Sublicense duly executed by Marconi; (l) a certificate of the secretary or an assistant secretary of Marconi and each Seller certifying resolutions of the board of directors of Marconi and such Seller, approving and authorizing the execution, delivery and performance by Marconi and such Seller of this Agreement and its respective Related Agreements and the consummation by Marconi and such Seller of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Marconi and such Seller); and (m) owners affidavits and gap indemnities reasonably requested by the title company issuing the owners title insurance policies described in Section 7.11.

Deliveries by the Sellers. At the Closing, Marconi and each Seller (as applicable) shall, and MCI and its Affiliates the Sellers shall deliver or cause Marconi Federal and Marconi Middle East (as applicable) to, deliver to be delivered to the Purchasers Buyers the following: (ai) the Xxxx of Sale stock certificates (or local legal equivalent) evidencing those Acquired Interests that are certificated securities, duly endorsed in blank, or accompanied by stock powers duly executed by each Sellerin blank and with any required stock transfer tax stamps affixed; (bii) a receipt from IR, on behalf of itself and the Assignment and Assumption Agreement duly executed by each Seller; (c) the Special Warranty Deeds duly executed by MCI or Marconi Canada (as applicable)other Sellers, for each Transferred Owned Real Property; (d) the Patent Assignment duly executed by Marconi IP; (e) the Trademark Assignment duly executed by Initial Purchase Price paid to the Sellers; (fiii) IR shall pay by wire transfer of immediately available funds to an account or accounts, which are designated by Buyers to IR not less than two (2) business days prior to the Closing, cash in the amount equal to the sum of the following (the "Closing Payment"): (A) the Transition Services Agreement Estimated Customer Prepayments Amount (as defined in Section 6.23) as set forth on the Estimated Customer Prepayments Statement (as defined in Section 6.23), plus (B) $17,000,000; (iv) the Transaction Agreements (as defined below) to which each Seller is a party, duly executed by MCIeach relevant Seller; (gv) the License Agreement duly executed by Marconi IP and MCI; (h) the Federal Supply Agreement duly executed by Marconi Federal; (i) the Middle East Supply Agreement duly executed by Marconi Middle East; (j) the Consents received by the Sellers, subject to the terms and conditions of this Agreement, including Sections 2.3 and 6.3(c); (k) the Sublicense duly executed by Marconi; (l) a certificate copies of the secretary resolutions (or an assistant secretary of Marconi and each Seller certifying resolutions local equivalent) of the board boards of directors and, where required, the stockholders of Marconi and such each Seller, authorizing and approving and authorizing the execution, delivery and performance by Marconi and such Seller of this Agreement and its respective Related the Transaction Agreements and the consummation by Marconi and such Seller of the transactions contemplated hereby and thereby thereby, certified by the respective corporate secretaries (together or local equivalent) of the applicable Sellers to be true and complete and in full force and effect and unmodified as of the Closing Date; (vi) the Consents listed in Section 2.7 of the Disclosure Schedule; (vii) a duly executed certificate of non-foreign status (a "FIRPTA Certificate") from each of the Sellers in a form and manner that complies with Section 1445 of the Code and the Treasury Regulations promulgated thereunder, provided, however, that if a FIRPTA Certificate is unable to be furnished by a Seller, then such Seller may instead provide a certificate (an incumbency "Alternate Certificate") pursuant to which such Seller certifies under penalties of perjury that it is not disposing of any United States real property interest (as defined in Section 897(c) of the Code and signature the Treasury Regulations promulgated thereunder). Notwithstanding anything to the contrary contained herein, if any Seller fails to provide to Buyer a FIRPTA Certificate or Alternate Certificate, Buyer shall be entitled to withhold from the Purchase Price or any other payment made pursuant to this Agreement the amount required to be withheld pursuant to Section 1445 of the Code and the Treasury Regulations promulgated thereunder; (viii) the certificate regarding required by Section 5.3 hereof; (ix) written resignations, effective as of the officer(s) signing on behalf Closing Date, of Marconi the directors, officers and such Seller)the foreign equivalents of members of the Dresser-Rand Group that are employed by IR following the Closing; and (mx) owners affidavits such other documents and gap indemnities certificates duly executed as may be reasonably required to be delivered by the Sellers pursuant to the terms of this Agreement or as may be reasonably requested by Buyers prior to the title company issuing the owners title insurance policies described in Section 7.11Closing Date.

Deliveries by the Sellers. At the Closing, Marconi and each Seller (as the Sellers shall deliver or cause to be delivered to Purchaser, where applicable) shall, and MCI and its Affiliates shall cause Marconi Federal and Marconi Middle East (as applicable) to, deliver to the Purchasers the following: (a) the a duly executed Xxxx of Sale duly executed by each Seller(the "Xxxx of Sale") substantially in the form of Exhibit D; (b) a duly executed counterpart of the Assignment and Assumption Agreement duly executed by each Seller(the "Assignment and Assumption Agreement") substantially in the form of Exhibit E; (c) the Special Warranty Deeds a duly executed by MCI or Marconi Canada (as applicable), for each Transferred Owned Real Propertycounterpart of the INEEL Subcontract; (d) the Patent Assignment a duly executed by Marconi IPcounterpart of the Xxxxxx Valley Subcontract; (e) the Trademark Assignment a duly executed by counterpart of the SellersSavannah River Subcontract; (f) instruments of assignment with respect to the Transition Services Agreement duly executed by MCIIntellectual Property identified on Schedule 2.1(a); (g) the License Agreement duly executed all documents of title and instruments of conveyance reasonably necessary to transfer record and/or beneficial ownership to Purchaser of all automobiles, trucks, trailers (and any other property owned by Marconi IP and MCIeach Seller which require execution, endorsement and/or delivery of a document in order to vest record or beneficial ownership thereof in Purchaser) which constitute Purchased Assets pursuant to this Agreement; (h) instruments of assignment with respect to the Federal Supply Agreement duly executed by Marconi Federalbank accounts of the Sellers or any of their Subsidiaries, in each case which are used exclusively in respect of the Business; (i) certificates of the Middle East Supply Agreement duly executed by Marconi Middle EastChief Executive Officer of each FW Party stating that the closing conditions set forth in Sections 6.1 and 6.2, to the extent applicable to the respective FW Party, have been satisfied as of the Closing Date; (j) the Consents received by the Sellers, subject certificates of incumbency for every officer of any FW Party who is executing this Agreement or other certificates pursuant to the terms and conditions of this Agreement, including Sections 2.3 and 6.3(c);; and (k) the Sublicense duly executed by Marconi; (l) a certificate certificates of the secretary or an assistant secretary Secretary of Marconi each FW Party (other than FW Ltd.) certifying that the resolutions attached to the respective certificates, which authorize and each Seller certifying resolutions of the board of directors of Marconi and such Seller, approving and authorizing the execution, delivery and performance by Marconi and such Seller of approve this Agreement and its respective Related Agreements and the consummation by Marconi and such Seller of the transactions contemplated hereby and thereby hereby, have been adopted by the Board of Directors (together with an incumbency and signature certificate regarding or equivalent governing body) of the officer(s) signing on behalf respective FW Party and, in the case of Marconi and each Seller, by the stockholders of such Seller); and (m) owners affidavits and gap indemnities reasonably requested by the title company issuing the owners title insurance policies described in Section 7.11.

Deliveries by the Sellers. At the Closing, Marconi the Sellers and each Seller (as applicable) shall, and MCI and its Affiliates BCGI shall deliver or cause Marconi Federal and Marconi Middle East (as applicable) to, deliver to the Purchasers the followingbe delivered to Purchaser: (a) the A duly executed Xxxx of Sale duly executed by each Sellerrelating to the Assets referred to in Section 2.1 hereof; (b) Such other good and sufficient Instruments of Transfer as shall be necessary to vest in Purchaser all of the Assignment Sellers' and Assumption Agreement duly executed by each SellerBCGI's title to the Assets free and clear of all Liens; (c) the Special Warranty Deeds duly executed by MCI or Marconi Canada (as applicable), for each Transferred Owned Real PropertyThe certificate referred to in Section 7.2(d) hereof; (d) the Patent Assignment duly executed by Marconi IPCopies of all consents, approvals, authorizations, agreements and other documentation required pursuant to Section 7.2 hereof; (e) the Trademark Assignment Strategic Relationship Agreement duly executed by BCGI in the form attached hereto as EXHIBIT D; (f) Employment Offer Letters, duly executed by the Hired Employees; (g) CCST License and Maintenance Agreements, duly executed by the Sellers and BCGI in the forms attached hereto as EXHIBIT F. (h) Assignment and Assumption of Contracts Agreement, duly executed by the Sellers and BCGI in the form attached hereto as EXHIBIT E. (i) Unanimous written consents and approvals of this Agreement and all actions contemplated hereby by the Boards of Directors of the Sellers and BCGI and the shareholders of the Sellers; (f) the Transition Services Agreement duly executed by MCI; (g) the License Agreement duly executed by Marconi IP and MCI; (h) the Federal Supply Agreement duly executed by Marconi Federal; (i) the Middle East Supply Agreement duly executed by Marconi Middle East; (j) Legal opinion of Ropes & Xxxx in the Consents received by the Sellers, subject to the terms and conditions of this Agreement, including Sections 2.3 and 6.3(c);form attached hereto as EXHIBIT C; and (k) the Sublicense duly executed by Marconi; (l) a certificate of the secretary or an assistant secretary of Marconi Such other documents, instruments and each Seller certifying resolutions of the board of directors of Marconi and such Seller, approving and authorizing the execution, delivery and performance by Marconi and such Seller of this Agreement and its respective Related Agreements and the consummation by Marconi and such Seller of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Marconi and such Seller); and (m) owners affidavits and gap indemnities writings reasonably requested by Purchaser at or prior to the title company issuing Closing. Purchaser will thereupon take actual possession of the owners title insurance policies described in Section 7.11Assets and assume the Assumed Liabilities.

Deliveries by the Sellers. At the Closing, Marconi and each Seller of the Sellers (as applicableappropriate) shall, and MCI and its Affiliates shall deliver or cause Marconi Federal and Marconi Middle East (as applicable) to, deliver to the Purchasers the followingbe delivered to Purchaser: (a) a wire transfer of same day funds or bank accounts of Target Subsidiaries with cash balances which together represent an amount equal to the Xxxx of Sale duly executed by each SellerCash On-Hand Amount; (b) the an executed Assignment and Assumption Agreement duly executed by each Sellerin the form attached hereto as Exhibit A; (c) the Special Warranty Deeds a duly executed by MCI or Marconi Canada (Bill of Sale in the form attached hereto as applicable), for each Transferred Owned Real PropertyExhibit C; (d) an executed Sublease for 1001 Fleet Street in the Patent Assignment duly executed by Marconi IPform attached as Exhibit D hereto; (ex) xx executed Sublease for 506 S. Central in the Trademark Assignment duly executed by the Sellersform attached as Exhibit E hereto; (f) an executed Sublease for 1000 Lancaster Street in the Transition Services Agreement duly executed by MCIform attached as Exhibit F hereto; (gx) xx executed Shared Services Agreement in the License Agreement duly executed by Marconi IP and MCIform attached hereto as Exhibit G; (h) executed Master License Agreements relating to Sylvan's operation of the Federal Supply Agreement duly executed by Marconi FederalUK/France Subsidiaries and Sylvan's operations in Spain, in substantially the form attached hereto as Exhibit H; (i) all documents of title and instruments of conveyance necessary to transfer record and/or beneficial ownership to Purchaser of all automobiles, trucks, trailers, aircraft (and any other property owned by the Middle East Supply Agreement duly executed by Marconi Middle EastSellers which require execution, endorsement and/or delivery of a document in order to vest record or beneficial ownership thereof in Purchaser) which are included in the Target Assets; (jA) a mutually acceptable executed agreement, duly notarized before a German notary, between Sylvan I BV and Purchaser for the Consents received assignment of all of the shares (Geschaftsanteile) of Dorana Einundvierzigste Verwaltungsgesellschaft mbH ("Dorana") and (B) certificates representing the outstanding capital stock and/or ownership interests of each Target Subsidiary (other than Dorana), each such certificate to be duly and validly endorsed in favor of Purchaser or accompanied by separate stock powers duly and validly executed by the Sellers, subject Sellers and otherwise sufficient to the terms and conditions vest in Purchaser ownership of this Agreement, including Sections 2.3 and 6.3(c)such stock free of any adverse claim or Encumbrance; (k) assignments of all Target Intellectual Property and all applications therefor and all of the Sublicense duly executed by MarconiIP Agreements, in each case to the extent that any one of the Target Subsidiaries is not the sole and exclusive owner of such Intellectual Property or a party to such IP Agreements, respectively; (l) a certificate executed copies of the secretary Requisite Consents and any other consents referred to in Section 5.4(c) hereof that the Sellers may (but are not required by Closing to) obtain; (m) an executed First Amendment to Investors Agreement in the form attached hereto as Exhibit I; (n) an executed Securities Purchase Agreement in the form attached hereto as Exhibit J; (o) all documents containing or an assistant secretary of Marconi and each Seller certifying resolutions relating to "know-how" to be acquired by Purchaser pursuant hereto; (p) all of the board books and records of directors the Sellers relating to the Targeted Businesses; (q) the opinion of Marconi counsel referred to in Section 6.2(a) hereof; (r) the Officers' Certificate referred to in Section 6.2(b) hereof; (s) a certification of non-foreign status for the Sellers in the form and such Seller, approving and authorizing manner which complies with the execution, delivery and performance by Marconi and such Seller requirements of this Agreement and its respective Related Agreements Section 1445 of the Code and the consummation by Marconi regulations promulgated thereunder and such Seller any similar state and local laws and regulations; (t) any other certifications which may be required under applicable law stating that no Taxes are due to any taxing authority for which the Purchaser could have liability to withhold and pay with respect to the transfer of the transactions contemplated hereby Target Assets; (u) all such other deeds, endorsements, assignments, consents and thereby (together with an incumbency other instruments as, in the opinion of Purchaser's counsel, are necessary to vest in Purchaser good and signature certificate regarding marketable title to the officer(s) signing on behalf of Marconi and such Seller)Target Assets; and (mv) owners affidavits and gap indemnities reasonably requested all other previously undelivered documents required to be delivered by the title company issuing Sellers to Purchaser at or prior to the owners title insurance policies described Closing in Section 7.11connection with the Transactions.

Deliveries by the Sellers. At the Closing, Marconi and each Seller (as applicable) shall, and MCI and its Affiliates shall cause Marconi Federal and Marconi Middle East (as applicable) to, the Sellers will deliver the following to the Purchasers the followingBuyer: (a) the Xxxx One or more Bills of Sale Sale, duly executed by each Sellerthe appropriate Seller for the personal property included in the Purchased Assets; (b) All consents, waivers or approvals obtained by the Assignment and Assumption Agreement duly executed Seller with respect to the Purchased Assets, the transfer of any Transferable Permit related to the Purchased Assets, or the consummation of the transactions connected to the sale of the Purchased Assets, contemplated by each Sellerthis Agreement, to the extent specifically required hereunder; (c) Opinions of counsel and certificates (as contemplated by Section 8.2) with respect to the Special Warranty Deeds Purchased Assets; (d) For the conveyance of the U.S. Real Property, one or more quit-claim with covenant deeds to the Buyer or its designee, reserving the applicable Easements, or, with respect to the Flo's Inn Station, an Easement in favor of Buyer or its designee, in each case duly executed and acknowledged by MCI or Marconi Canada (as applicable)the appropriate Seller and in recordable form, for each Transferred Owned together with a certificate of Maine residency of MPS sufficient to relieve Buyer, its designee and their representatives of any Maine withholding obligation relating to the sale of the U.S. Real Property; (de) For the Patent Assignment conveyance of the Canadian Real Property, one or more deeds to the Buyer or its designee utilizing Form A13 as prescribed by the Standard Forms of Conveyances Act (New Brunswick, Canada) duly executed by Marconi IP; (e) the Trademark Assignment duly executed and acknowledged by the Sellersappropriate Seller; (f) The Continuing Site Agreement, the Transition Services Agreement Buy-Back Agreement, and the Interconnection Agreements, each duly executed by MCIMPS; (g) All Permits and Environmental Permits transferable to the License Agreement duly executed by Marconi IP and MCIBuyer or its designee pursuant to this Agreement; (h) All releases necessary to terminate and discharge any Encumbrances (other than Permitted Encumbrances) on the Federal Supply Agreement duly executed by Marconi FederalPurchased Assets; (i) Appropriate assignments necessary to transfer to the Middle East Supply Agreement duly executed by Marconi Middle EastBuyer or its designee all contracts and other intangible assets included in the Purchased Assets; (j) Originals of all books and records included in the Consents received by the Sellers, subject to the terms and conditions of this Agreement, including Sections 2.3 and 6.3(c)Purchased Assets; (k) All such other instruments of assignment or conveyance as shall, in the Sublicense duly executed by Marconireasonable opinion of the Buyer and its counsel, be necessary to transfer to the Buyer or its designee the Purchased Assets, in accordance with this Agreement and, where necessary or desirable, in recordable form; (l) a certificate A copy of the secretary or an assistant secretary of Marconi and each Seller certifying resolutions of the board Board of directors Directors of Marconi each of the Sellers authorizing and such Seller, approving and authorizing the execution, delivery and performance by Marconi and such Seller of this Agreement and its respective Related Agreements each of the Closing Documents to which it is a party and the consummation by Marconi and such Seller of the transactions contemplated hereby and thereby thereby, in each case certified by the secretary of the respective Seller; (together m) A copy of the articles of incorporation and by-laws (or equivalent charter documents) of each of the Sellers, in each case certified by the secretary of the respective Seller, and a copy of the articles of incorporation (or equivalent charter document(s)) of each Seller certified by the Secretary of State of Maine, with an respect to MPS, and the director of Corporate and Trust Affairs of New Brunswick, Canada, with respect to MNB; (n) Certificates by the secretary of each Seller as to the incumbency and signature certificate regarding the officer(s) signing of each person executing any Closing Document on behalf of Marconi and such Seller); (o) Such affidavits and, to the extent consistent with and not in addition to the terms hereof, indemnities reasonably requested by Buyer's title insurance company; and (mp) owners affidavits Such other agreements, documents, instruments and gap indemnities reasonably requested writings as are required to be delivered by the title company issuing Sellers at or prior to the owners title insurance policies described Closing Date pursuant to this Agreement or otherwise required in Section 7.11connection herewith. In addition to the foregoing, MPS shall, on the Closing Date or on such other date after the Closing Date as the parties may specify in writing, dismantle, crate and deliver, at Buyer's sole cost and expense, the Purchased Assets constituting personal property at the Houlton Station, to a location designated by Buyer in writing not less than thirty (30) days prior to the Closing Date.

Deliveries by the Sellers. At the Closing, Marconi and each Seller of the Sellers (as applicableappropriate) shall, and MCI and its Affiliates shall deliver or cause Marconi Federal and Marconi Middle East (as applicable) to, deliver to the Purchasers the followingbe delivered to Purchaser: (a) a wire transfer of same day funds or bank accounts of Target Subsidiaries with cash balances which together represent an amount equal to the Xxxx of Sale duly executed by each SellerCash On-Hand Amount; (b) the an executed Assignment and Assumption Agreement duly executed by each Sellerin the form attached hereto as Exhibit A; (c) the Special Warranty Deeds a duly executed by MCI or Marconi Canada (Xxxx of Sale in the form attached hereto as applicable), for each Transferred Owned Real PropertyExhibit C; (d) an executed Sublease for 0000 Xxxxx Xxxxxx in the Patent Assignment duly executed by Marconi IPform attached as Exhibit D hereto; (e) an executed Sublease for 506 S. Central in the Trademark Assignment duly executed by the Sellersform attached as Exhibit E hereto; (f) an executed Sublease for 0000 Xxxxxxxxx Xxxxxx in the Transition Services Agreement duly executed by MCIform attached as Exhibit F hereto; (g) an executed Shared Services Agreement in the License Agreement duly executed by Marconi IP and MCIform attached hereto as Exhibit G; (h) executed Master License Agreements relating to Sylvan's operation of the Federal Supply Agreement duly executed by Marconi FederalUK/France Subsidiaries and Sylvan's operations in Spain, in substantially the form attached hereto as Exhibit H; (i) all documents of title and instruments of conveyance necessary to transfer record and/or beneficial ownership to Purchaser of all automobiles, trucks, trailers, aircraft (and any other property owned by the Middle East Supply Agreement duly executed by Marconi Middle EastSellers which require execution, endorsement and/or delivery of a document in order to vest record or beneficial ownership thereof in Purchaser) which are included in the Target Assets; (jA) a mutually acceptable executed agreement, duly notarized before a German notary, between Sylvan I BV and Purchaser for the Consents received assignment of all of the shares (GESCHAFTSANTEILE) of Dorana Einundvierzigste Verwaltungsgesellschaft mbH ("DORANA") and (B) certificates representing the outstanding capital stock and/or ownership interests of each Target Subsidiary (other than Dorana), each such certificate to be duly and validly endorsed in favor of Purchaser or accompanied by separate stock powers duly and validly executed by the Sellers, subject Sellers and otherwise sufficient to the terms and conditions vest in Purchaser ownership of this Agreement, including Sections 2.3 and 6.3(c)such stock free of any adverse claim or Encumbrance; (k) assignments of all Target Intellectual Property and all applications therefor and all of the Sublicense duly executed by MarconiIP Agreements, in each case to the extent that any one of the Target Subsidiaries is not the sole and exclusive owner of such Intellectual Property or a party to such IP Agreements, respectively; (l) a certificate executed copies of the secretary Requisite Consents and any other consents referred to in Section 5.4(c) hereof that the Sellers may (but are not required by Closing to) obtain; (m) an executed First Amendment to Investors Agreement in the form attached hereto as Exhibit I; (n) an executed Securities Purchase Agreement in the form attached hereto as Exhibit J; (o) all documents containing or an assistant secretary of Marconi and each Seller certifying resolutions relating to "know-how" to be acquired by Purchaser pursuant hereto; (p) all of the board books and records of directors the Sellers relating to the Targeted Businesses; (q) the opinion of Marconi counsel referred to in Section 6.2(a) hereof; (r) the Officers' Certificate referred to in Section 6.2(b) hereof; (s) a certification of non-foreign status for the Sellers in the form and such Seller, approving and authorizing manner which complies with the execution, delivery and performance by Marconi and such Seller requirements of this Agreement and its respective Related Agreements Section 1445 of the Code and the consummation by Marconi regulations promulgated thereunder and such Seller any similar state and local laws and regulations; (t) any other certifications which may be required under applicable law stating that no Taxes are due to any taxing authority for which the Purchaser could have liability to withhold and pay with respect to the transfer of the transactions contemplated hereby Target Assets; (u) all such other deeds, endorsements, assignments, consents and thereby (together with an incumbency other instruments as, in the opinion of Purchaser's counsel, are necessary to vest in Purchaser good and signature certificate regarding marketable title to the officer(s) signing on behalf of Marconi and such Seller)Target Assets; and (mv) owners affidavits and gap indemnities reasonably requested all other previously undelivered documents required to be delivered by the title company issuing Sellers to Purchaser at or prior to the owners title insurance policies described Closing in Section 7.11connection with the Transactions.

Deliveries by the Sellers. At the Closing, Marconi and each Seller (as applicablea) shall, and MCI and its Affiliates shall cause Marconi Federal and Marconi Middle East (as applicable) to, deliver On or prior to the Purchasers date hereof, the followingSellers shall have delivered or caused to be delivered to the Purchaser: (ai) stock certificates evidencing the BIT 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) instruments of sale, transfer and conveyance evidencing and effecting the transfer of the HUV Interests to the Purchaser, in form satisfactory to the Purchaser; (iii) evidence in the form of a Xxxx of Sale and Assumption Agreement that the assets listed on Section 2.03(a)(iii)(1) of the Disclosure Schedule have been assigned to BIT and the liabilities listed on Section 2.03(a)(iii)(2) of the Disclosure Schedule have been assumed by BIT, in a form satisfactory to the Purchaser; (iv) a counterpart of the Escrow Agreement, duly executed by each Sellerthe Sellers’ Representative; (bv) a counterpart of the Assignment and Assumption Agreement Lease, duly executed by each SellerEducational Properties, LLC; (cvi) the Special Warranty Deeds Assignments of Lease, each duly executed by MCI or Marconi Canada (as applicable), for each Transferred Owned Real Propertyall the parties thereto; (dvii) the Patent Assignment duly executed by Marconi IP; (e) the Trademark Assignment General Release, duly executed by the Sellers; (fviii) a receipt for the Transition Services Agreement duly executed by MCIPurchase Price, less the Escrow Amount; (gix) the License Agreement duly executed resignations, effective as of the Closing, of all of the directors and officers of each Company and each Subsidiary, except for such persons as shall have been designated in writing prior to the date hereof by Marconi IP and MCIthe Purchaser to the Sellers; (hx) the Federal Supply Agreement duly executed by Marconi Federal; a copy of (i) the Middle East Supply Agreement duly executed certificate of incorporation (or other similar organizational document), as amended, of each Company and each Subsidiary, certified by Marconi Middle Eastthe Secretary of State in their respective jurisdictions of organization, as of a date not earlier than five Business Days prior to the date hereof and accompanied by a certificate of the Secretary or Assistant Secretary of such Company or Subsidiary, dated as of the date hereof, 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 each Company and each Subsidiary, certified by the Secretary or Assistant Secretary of such Company or Subsidiary; (jxi) the Consents received by the Sellers, subject a certificate of non-foreign status (in a form reasonably acceptable to the terms and conditions Purchaser) pursuant to Section 1.1445-2(b)(2) of this Agreement, including Sections 2.3 and 6.3(cthe Treasury Regulations of each Seller (provided that if a Seller is a disregarded entity then such certificate shall be provided by its sole beneficial owner); (kxii) a good standing certificate for each Company and each Subsidiary from the Sublicense duly executed by MarconiSecretary of State in their respective jurisdictions of organization and from the Secretary of State in each other jurisdiction in which the operation of such Company’s or Subsidiary’s business in such jurisdiction, requires such Company or Subsidiary 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 date hereof; (lxiii) a certificate true and complete copy, certified by the Secretary or an Assistant Secretary of each of UGP, Merion and UGPE, of the secretary or an assistant secretary of Marconi resolutions duly and each Seller certifying resolutions of validly adopted by the board of directors directors/managers of Marconi and such Seller, approving and authorizing the execution, delivery and performance by Marconi and such Seller evidencing its authorization of the execution and delivery of this Agreement and its respective Related the Ancillary Agreements to which such Seller is a party and the consummation by Marconi and such Seller of the transactions contemplated hereby and thereby thereby; (together xiv) a certificate of the Secretary or an Assistant Secretary of each of UGP, Merion and UGPE certifying the names and signatures of the officers of such Seller authorized to sign this Agreement and the Ancillary Agreements and the other documents to be delivered hereunder and thereunder; (xv) the Transfer of Establishment – Form III executed by BIT; (xvi) evidence satisfactory to the Purchaser that (i) the Sellers shall have contributed, or caused to be contributed, to the capital of each Company and Subsidiary, the difference between (i) the intercompany Indebtedness owed by such Company or Subsidiary to any Seller or its Affiliates (other than any Company or Subsidiary) as of the Closing Date and (ii) the intercompany Indebtedness owed by any Seller or its Affiliates (other than any Company or Subsidiary) to any Company or Subsidiary as of the Closing Date, and all such intercompany Indebtedness shall cease to exist and be of no further force or effect; (xvii) evidence that all contracts or arrangements between any Company, Subsidiary or Institution, on the one hand, and any Seller or any Affiliate of any Seller (other than Xxxxxxx or a Company, Subsidiary or Institution) shall have been terminated or amended to exclude any Company, Subsidiary or Institution as a party thereto; (xviii) an executed Termination of Lease Agreement with respect to the CCI Lease; (xix) an incumbency executed lease agreement between Farmington Xxxxx Associates LLC and signature certificate regarding the officer(s) signing on behalf of Marconi and such Seller)Purchaser, in a form satisfactory to the Purchaser; and (mxx) owners affidavits and gap indemnities reasonably requested evidence of payment by the title company issuing Sellers of each amount set forth on Section 2.03(a)(xx) of the owners title insurance policies described in Disclosure Schedules to the Person listed opposite such amount on Section 7.112.03(a)(xx) of the Disclosure Schedules.

Deliveries by the Sellers. At or prior to the Closing, Marconi and each Seller (as applicable) shall, and MCI and its Affiliates shall cause Marconi Federal and Marconi Middle East (as applicable) to, the applicable Sellers will deliver the following to the Purchasers Buyer (all the following:, collectively, the "Seller Closing Documents"): (ai) the Xxxx of Sale Sale, duly executed by each Sellerthe Sellers, for the personal property included in the Acquired Assets; (bii) all consents, waivers, and approvals obtained by any Seller with respect to the Acquired Assets or the consummation of the Contemplated Transactions, to the extent required hereunder; (iii) subject to Section 8(c) below, assignments of the Leases, substantially in the form of the Assignment and Assumption Agreement of Leases, duly executed by each Sellerthe applicable Sellers; (civ) the Special Warranty Deeds duly executed by MCI or Marconi Canada (as applicable)Instrument of Assumption, for each Transferred Owned Real Property; (d) the Patent Assignment duly executed by Marconi IP; (e) the Trademark Assignment duly executed by the Sellers; (fv) all such other instruments of assignment or conveyance as shall, in the Transition Services Agreement reasonable opinion of the Buyer and its counsel, be necessary to transfer to the Buyer the Acquired Assets, in accordance with this Agreement; (vi) all necessary terminations and releases of Security Interests on the Collateral Documents, duly executed by MCIthe applicable Sellers; (gvii) the License Agreement Intellectual Property Assignment, duly executed by Marconi IP and MCIthe applicable Sellers; (hviii) the Federal Supply Agreement Note Agreement, duly executed by Marconi Federalthe applicable Sellers; (iix) the Middle East Supply Agreement Service Agreements, duly executed by Marconi Middle EastVista; (jx) the Consents received Vista License, duly executed by Vista; (xi) the Sellers, subject to the terms and conditions of this Agreement, including Sections 2.3 and 6.3(ccertificate contemplated by Section 8(a)(iv); (kxii) the Sublicense duly executed by Marconiamount, if any, determined to be payable to the Buyer pursuant to Section 3(e) above; (lxiii) a certificate receipt for the cash portion of the secretary Purchase Price; (xiv) such other agreements, documents, instruments, and writings as are reasonably required to be delivered by the Sellers at or an assistant secretary of Marconi and each Seller certifying resolutions of prior to the board of directors of Marconi and such Seller, approving and authorizing the execution, delivery and performance by Marconi and such Seller of Closing Date in accordance with this Agreement and its respective Related Agreements and the consummation by Marconi and such Seller of the transactions contemplated hereby and thereby Agreement; (together with an incumbency and signature certificate regarding the officer(sxv) signing on behalf of Marconi and such Seller)a FIRPTA affidavit under Code Section 1445; and (mxvi) owners affidavits certified copies of the Sale Order and gap indemnities reasonably requested by the title company issuing the owners title insurance policies described in Section 7.11Assumption Order.

Deliveries by the Sellers. At the Closing, Marconi and each Seller of the Sellers (as applicableappropriate) shall, and MCI and its Affiliates shall deliver or cause Marconi Federal and Marconi Middle East (as applicable) to, deliver to the Purchasers the followingbe delivered to Purchaser: (a) a wire transfer of same day funds or bank accounts of Target Subsidiaries with cash balances which together represent an amount equal to the Xxxx of Sale duly executed by each SellerCash On-Hand Amount; (b) the an executed Assignment and Assumption Agreement duly executed by each Sellerin the form attached hereto as Exhibit A; (c) the Special Warranty Deeds a duly executed by MCI or Marconi Canada (Xxxx of Sale in the form attached hereto as applicable), for each Transferred Owned Real PropertyExhibit C; (d) an executed Sublease for 0000 Xxxxx Xxxxxx in the Patent Assignment duly executed by Marconi IPform attached as Exhibit D hereto; (e) an executed Sublease for 506 S. Central in the Trademark Assignment duly executed by the Sellersform attached as Exhibit E hereto; (f) an executed Sublease for 0000 Xxxxxxxxx Xxxxxx in the Transition Services Agreement duly executed by MCIform attached as Exhibit F hereto; (g) an executed Shared Services Agreement in the License Agreement duly executed by Marconi IP and MCIform attached hereto as Exhibit G; (h) executed Master License Agreements relating to Sylvan’s operation of the Federal Supply Agreement duly executed by Marconi FederalUK/France Subsidiaries and Sylvan’s operations in Spain, in substantially the form attached hereto as Exhibit H; (i) all documents of title and instruments of conveyance necessary to transfer record and/or beneficial ownership to Purchaser of all automobiles, trucks, trailers, aircraft (and any other property owned by the Middle East Supply Agreement duly executed by Marconi Middle East;Sellers which require execution, endorsement and/or delivery of a document in order to vest record or beneficial ownership thereof in Purchaser) which are included in the Target Assets; Table of Contents (j) (A) a mutually acceptable executed agreement, duly notarized before a German notary, between Sylvan I BV and Purchaser for the Consents received assignment of all of the shares (Geschäftsanteile) of Dorana Einundvierzigste Verwaltungsgesellschaft mbH (“Dorana”) and (B) certificates representing the outstanding capital stock and/or ownership interests of each Target Subsidiary (other than Dorana), each such certificate to be duly and validly endorsed in favor of Purchaser or accompanied by separate stock powers duly and validly executed by the Sellers, subject Sellers and otherwise sufficient to the terms and conditions vest in Purchaser ownership of this Agreement, including Sections 2.3 and 6.3(c)such stock free of any adverse claim or Encumbrance; (k) assignments of all Target Intellectual Property and all applications therefor and all of the Sublicense duly executed by MarconiIP Agreements, in each case to the extent that any one of the Target Subsidiaries is not the sole and exclusive owner of such Intellectual Property or a party to such IP Agreements, respectively; (l) a certificate executed copies of the secretary Requisite Consents and any other consents referred to in Section 5.4(c) hereof that the Sellers may (but are not required by Closing to) obtain; (m) an executed First Amendment to Investors Agreement in the form attached hereto as Exhibit I; (n) an executed Securities Purchase Agreement in the form attached hereto as Exhibit J; (o) all documents containing or an assistant secretary of Marconi and each Seller certifying resolutions relating to “know-how” to be acquired by Purchaser pursuant hereto; (p) all of the board books and records of directors the Sellers relating to the Targeted Businesses; (q) the opinion of Marconi counsel referred to in Section 6.2(a) hereof; (r) the Officers’ Certificate referred to in Section 6.2(b) hereof; (s) a certification of non-foreign status for the Sellers in the form and such Seller, approving and authorizing manner which complies with the execution, delivery and performance by Marconi and such Seller requirements of this Agreement and its respective Related Agreements Section 1445 of the Code and the consummation by Marconi regulations promulgated thereunder and such Seller any similar state and local laws and regulations; (t) any other certifications which may be required under applicable law stating that no Taxes are due to any taxing authority for which the Purchaser could have liability to withhold and pay with respect to the transfer of the transactions contemplated hereby Target Assets; Table of Contents (u) all such other deeds, endorsements, assignments, consents and thereby (together with an incumbency other instruments as, in the opinion of Purchaser’s counsel, are necessary to vest in Purchaser good and signature certificate regarding marketable title to the officer(s) signing on behalf of Marconi and such Seller)Target Assets; and (mv) owners affidavits and gap indemnities reasonably requested all other previously undelivered documents required to be delivered by the title company issuing Sellers to Purchaser at or prior to the owners title insurance policies described Closing in Section 7.11connection with the Transactions.

Deliveries by the Sellers. At the Closing, Marconi and each Seller (as applicable) shallshall deliver, and MCI and or cause its Affiliates shall cause Marconi Federal and Marconi Middle East (as applicable) toto deliver, deliver to the Purchasers Purchaser the following: (a) the Xxxx Bxxx of Sale duly executed by each Sellersuch Seller or such Affiliate; (b) the Assignment and Assumption Agreement duly executed by each Sellersuch Seller or such Affiliate; (c) the Special Warranty Deeds duly executed by MCI such Seller or Marconi Canada (as applicable), such Affiliate for each Transferred Owned Real PropertyProperty in each case subject to all matters of record in the applicable recording jurisdiction, to the extent the same are valid, subsisting and affect the applicable property, as well as all matters which a current, accurate survey of the applicable property would reveal; (d) the Patent Assignment duly executed by Marconi IPsuch Seller or such Affiliate; (e) the Trademark Assignment duly executed by the Sellerssuch Seller or such Affiliate; (f) the Transition Services Agreement duly executed by MCIsuch Seller or such Affiliate; (g) the License Agreements and the Trademark License Agreement duly executed by Marconi IP and MCIsuch Seller or such Affiliate; (h) a notarial transfer deed evidencing the Federal Supply Agreement duly executed by Marconi Federaltransfer of all of the Transferred Shares; (i) resignations, effective as of the Middle East Supply Agreement duly executed by Marconi Middle EastClosing Date, of all members of the supervisory board and the board of directors of Skyware; (j) the Consents received by the Sellers, subject to the terms and conditions of this Agreement, including Sections 2.3 and 6.3(c); (k) the Sublicense duly executed by Marconi; (l) a certificate of the secretary or an assistant secretary of Marconi and each such Seller certifying resolutions of the board of directors of Marconi and such Seller, approving and authorizing the execution, delivery and performance by Marconi and such Seller of this Agreement and its respective Related Agreements and the consummation by Marconi and such Seller of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) officer signing on behalf of Marconi and such Seller); (k) a non-foreign person affidavit of each U.S. Seller that complies with the requirements of Section 1445 of the Code, executed under penalties of perjury and reasonably satisfactory to the Purchaser; (l) the Stockholders Agreement duly executed by such Sellers in receipt of Parent Stock; (m) a valid Purchase Certificate from the Ontario Workplace Safety and insurance Board confirming that the Seller’s account is in good standing; (n) in respect of the Canadian related Assets, Axxxxx Canada Inc. shall deliver to the Purchaser at Closing a clearance certificate under section 6 of the Retail Sales Tax Act (Ontario); (o) a sublease agreement related to the Gxxxxx Property duly executed by Seller or such Affiliate; (p) a subordination agreement duly executed by Axxxxx in a form reasonably satisfactory to the Purchaser’s lender; and (mq) owners affidavits such other documents and gap indemnities instruments as the Purchaser reasonably requested by requests to consummate the title company issuing the owners title insurance policies described in Section 7.11transactions contemplated hereby.

Deliveries by the Sellers. At the Closing, Marconi and each Seller (as applicable) shall, and MCI and its Affiliates the Sellers shall cause Marconi Federal and Marconi Middle East (as applicable) to, deliver to the Purchasers Buyers the followingfollowing duly executed documents and other items in a form reasonably satisfactory to the Buyers: (a) the Xxxx of Sale duly A compliance certificate executed by a duly authorized officer of each Sellerof Empress and each Subsidiary, as specified in Section 8.04; (b) the Assignment and Assumption Agreement duly executed by each SellerA written opinion of Sellers' Counsel in accordance with Section 8.07; (c) the Special Warranty Deeds duly executed by MCI or Marconi Canada (as applicable), for each Transferred Owned Real PropertyThe Escrow Agreements; (d) Certificates of Good Standing of Empress and each Subsidiary, issued by the Patent Assignment duly executed by Marconi IPSecretary of State of the jurisdiction of incorporation, dated within five (5) days of the Closing Date; (e) Certified copies of the Trademark Assignment Articles of Incorporation, with all amendments of Empress and each Subsidiary, issued by the Secretary of State of the jurisdiction of incorporation, dated within five (5) days of the Closing Date; (f) Copies of the Bylaws of Empress and each Subsidiary as in effect on the Closing Date, certified by the Secretary of each company; (g) The certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank with appropriate transfer stamps, if any, and any other documents that are necessary to transfer title to the Shares from Empress to the Buyers, free and clear of all Adverse Claims, Liens and rights of any other Person; (h) A receipt executed by Empress acknowledging receipt of the Estimated Merger Consideration, less the Deposit; (i) Updated title insurance policies with respect to all of the Empress Real Property, with all standard exceptions thereto deleted which policies shall be at the expense of the Sellers; (f) the Transition Services Agreement duly executed by MCI; (g) the License Agreement duly executed by Marconi IP and MCI; (h) the Federal Supply Agreement duly executed by Marconi Federal; (i) the Middle East Supply Agreement duly executed by Marconi Middle East; (j) The as-built surveys required by Section 2.12, which surveys shall be at the Consents received by expense of the Sellers, subject to the terms and conditions of this Agreement, including Sections 2.3 and 6.3(c);; and (k) the Sublicense duly executed by Marconi; (l) a certificate Evidence of the secretary or an assistant secretary of Marconi all consents and each Seller certifying resolutions of the board of directors of Marconi and such Seller, approving and authorizing the execution, delivery and performance by Marconi and such Seller of this Agreement and its respective Related Agreements and the consummation by Marconi and such Seller of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Marconi and such Seller); and (m) owners affidavits and gap indemnities reasonably requested approvals required to be obtained by the title company issuing the owners title insurance policies described in Sellers pursuant to Section 7.114.11.

Deliveries by the Sellers. At the Closing, Marconi and each Seller (as applicable) shallshall deliver, and MCI and or cause its Affiliates shall cause Marconi Federal and Marconi Middle East (as applicable) toto deliver, deliver to the Purchasers Purchaser the following: (a) the Xxxx of Sale duly executed by each Sellersuch Seller or such Affiliate; (b) the Assignment and Assumption Agreement duly executed by each Sellersuch Seller or such Affiliate; (c) the Special Warranty Deeds duly executed by MCI such Seller or Marconi Canada (as applicable), such Affiliate for each Transferred Owned Real PropertyProperty in each case subject to all matters of record in the applicable recording jurisdiction, to the extent the same are valid, subsisting and affect the applicable property, as well as all matters which a current, accurate survey of the applicable property would reveal; (d) the Patent Assignment duly executed by Marconi IPsuch Seller or such Affiliate; (e) the Trademark Assignment duly executed by the Sellerssuch Seller or such Affiliate; (f) the Transition Services Agreement duly executed by MCIsuch Seller or such Affiliate; (g) the License Agreements and the Trademark License Agreement duly executed by Marconi IP and MCIsuch Seller or such Affiliate; (h) a notarial transfer deed evidencing the Federal Supply Agreement duly executed by Marconi Federaltransfer of all of the Transferred Shares; (i) resignations, effective as of the Middle East Supply Agreement duly executed by Marconi Middle EastClosing Date, of all members of the supervisory board and the board of directors of Skyware; (j) the Consents received by the Sellers, subject to the terms and conditions of this Agreement, including Sections 2.3 and 6.3(c); (k) the Sublicense duly executed by Marconi; (l) a certificate of the secretary or an assistant secretary of Marconi and each such Seller certifying resolutions of the board of directors of Marconi and such Seller, approving and authorizing the execution, delivery and performance by Marconi and such Seller of this Agreement and its respective Related Agreements and the consummation by Marconi and such Seller of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) officer signing on behalf of Marconi and such Seller); (k) a non-foreign person affidavit of each U.S. Seller that complies with the requirements of Section 1445 of the Code, executed under penalties of perjury and reasonably satisfactory to the Purchaser; (l) the Stockholders Agreement duly executed by such Sellers in receipt of Parent Stock; (m) a valid Purchase Certificate from the Ontario Workplace Safety and insurance Board confirming that the Seller’s account is in good standing; (n) in respect of the Canadian related Assets, Xxxxxx Canada Inc. shall deliver to the Purchaser at Closing a clearance certificate under section 6 of the Retail Sales Tax Act (Ontario); (o) a sublease agreement related to the Xxxxxx Property duly executed by Seller or such Affiliate; (p) a subordination agreement duly executed by Xxxxxx in a form reasonably satisfactory to the Purchaser’s lender; and (mq) owners affidavits such other documents and gap indemnities instruments as the Purchaser reasonably requested by requests to consummate the title company issuing the owners title insurance policies described in Section 7.11transactions contemplated hereby.

Deliveries by the Sellers. At Concurrently with the Closingexecution and delivery of this Agreement, Marconi and each Seller (as applicable) shallthe Sellers shall deliver, and MCI and its Affiliates shall or cause Marconi Federal and Marconi Middle East (as applicable) toto be delivered, deliver to the Purchasers Buyer the followingfollowing items: (a) any and all certificates representing the Xxxx of Sale Purchased Equity Interests accompanied by duly executed by each Sellerequity powers (or, if none, affidavits of lost certificate), and otherwise sufficient to transfer the Purchased Equity Interests to the Buyer free and clear of all Liens; (b) a reasonably current long-form good standing certificate (or equivalent document) for each Acquired Company issued by the Assignment secretary of state of its jurisdiction of formation and Assumption Agreement duly executed by in each Sellerstate in which such Acquired Company is qualified to do business as a foreign entity; (c) a copy of the Special Warranty Deeds duly executed articles of incorporation (or equivalent document) of each Acquired Company, certified by MCI or Marconi Canada (as applicable)the secretary of state of its jurisdiction of formation and copies of the other Governing Documents of such Acquired Company, for each Transferred Owned Real Propertycertified by an officer of such Acquired Company; (d) the Patent Assignment duly executed by Marconi IPoriginal record books, minute books and equity transfer ledgers of the Acquired Companies; (e) payoff letters and appropriate termination statements under the Trademark Assignment duly executed Uniform Commercial Code and other instruments as may be requested by the SellersBuyer to extinguish all Indebtedness of the Acquired Companies and all security interests related thereto (collectively, “Payoff Letters”) with respect to the Repaid Indebtedness, each in form and substance reasonably satisfactory to the Buyer and its lenders; (f) the Transition Services Agreement duly executed by MCIconsents listed on Schedule 3.2(f); (g) the License Agreement duly executed by Marconi IP and MCIwritten resignations of each director, manager or officer of any Acquired Company listed on Schedule 3.2(g); (h) (i) an IRS Form W-9 (Request for Taxpayer Number and Certification), duly completed and executed by each Seller (or the Federal Supply Agreement Person from whom such trust is disregarded as separate for federal and, where applicable, state and local income Tax purposes), and (ii) an IRS Form 8023 (Elections under Section 338 for Corporations Making Qualified Stock Purchases) with respect to Elite Builder Services, duly executed by Marconi Federalthe Xxxxxxx Revocable Trust (or the Person 4893-2596-7688v2 EMAIL\25717007 from whom such trust is disregarded as separate for federal and, where applicable, state and local income Tax purposes); (i) evidence reasonably satisfactory to the Middle East Supply Agreement duly executed by Marconi Middle EastBuyer that the agreements set forth on Schedule 3.2(i) have been terminated or otherwise assigned in full (with no further liability or obligation to any Acquired Company) from any applicable Acquired Company party thereto to a Seller or an Affiliate of a Seller (other than another Acquired Company); (j) an employment agreement, in the Consents received form attached hereto as Exhibit C-1 or Exhibit C-2, as applicable, duly executed by each of Xxxxxxx and Xxxx (collectively, the Sellers, subject to the terms and conditions of this Agreement, including Sections 2.3 and 6.3(c“Employment Agreements”); (k) restrictive covenant agreements, in the Sublicense form attached hereto as Exhibit D (collectively, the “Restrictive Covenant Agreements”), duly executed by Marconieach of the Sellers (other than Xxxx Xxxxx) and Xxxx; (l) a certificate promissory notes evidencing the Affiliate Loans, duly executed by the applicable Acquired Company, on the one hand. and the applicable Sellers and/or their respective Affiliates, on the other, in form and substance, and on terms, satisfactory to the Buyer; (m) for purposes of obtaining the instruction letter to Xxxxxx’s transfer agent to be delivered to the Xxxxxxx NING pursuant to Section 3.4, all information necessary for Parent to establish an account with Xxxxxx’s transfer agent, including written notice of the secretary Xxxxxxx NING’s (i) full legal name, (ii) residential address or principal address for tax purposes, as applicable, and (iii) tax identification number; (n) evidence reasonably satisfactory to the Buyer that the agreements set forth on Schedule 3.2(n) have been assigned or otherwise transferred to the Acquired Companies as directed by the Buyer; (o) an assistant secretary amended and restated lease agreement, in the form attached hereto as Exhibit E (collectively, the “Restated Leases”), for each of Marconi the Real Property Leases set forth on Schedule 5.8(b) pursuant to which an Acquired Company leases, subleases, licenses or otherwise uses or occupies Real Property from, or which is owned by, any of the Sellers or their respective Affiliates, duly executed by the applicable Seller or Affiliate; (p) the side letter agreement, duly executed by the Xxxxxxx Trusts; (q) a Restricted Stock Unit Agreement, in the form attached hereto as Exhibit F (the “RSU Agreement”), duly executed by Xxxx; (r) such promissory notes or other instruments representing the Affiliate Loans as the Buyer reasonably requests and in form and substance reasonably satisfactory to the Buyer, duly executed by the applicable Acquired Company, on the one hand, and the applicable Sellers and their respective Affiliates, on the other hand; (s) spousal consents as applicable for each Seller certifying resolutions of who is a natural Person, duly executed by the board of directors of Marconi and such applicable Seller, approving and authorizing the execution, delivery and performance by Marconi and such Seller of this Agreement and its respective Related Agreements and the consummation by Marconi and such Seller of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Marconi and such Seller)’s spouse; and (mt) owners affidavits such other documents and gap indemnities instruments as the Buyer reasonably requested requests to consummate the transactions contemplated by the title company issuing the owners title insurance policies described in Section 7.11.this Agreement. 18 4893-2596-7688v2 EMAIL\25717007

Deliveries by the Sellers. At the Closing, Marconi and each Seller (as applicable) shall, and MCI and its Affiliates shall cause Marconi Federal and Marconi Middle East (as applicable) to, deliver to the Purchasers Purchaser the following: (a) the Xxxx Acts of Cash Sale duly executed by each Sellerthe applicable Sellers; (b) the Accounts Receivable Note duly executed by Chemtura; (c) the Assignment and Assumption Agreement duly executed by each Seller; (cd) the Special Warranty Deeds Xxxx of Sale duly executed by MCI or Marconi Canada (as applicable), for each Transferred Owned Real PropertySeller; (de) if determined by the Sellers and the Purchaser to be necessary, the Foreign Implementation Agreements, duly executed by the applicable Seller(s); (f) the Ground Lease duly executed by Chemtura; (g) the License Agreements duly executed by the applicable Seller(s); (h) the Patent Assignment duly executed by Marconi IPthe Sellers; (ei) the Supply Agreements duly executed by Chemtura; (j) the Trademark Assignment duly executed by the Sellers; (fk) the Transition Services Agreement duly executed by MCI; (g) the License Agreement duly executed by Marconi IP and MCI; (h) the Federal Supply Agreement duly executed by Marconi Federal; (i) the Middle East Supply Agreement duly executed by Marconi Middle East; (j) the Consents received by the Sellers, subject to the terms and conditions of this Agreement, including Sections 2.3 and 6.3(c); (k) the Sublicense duly executed by MarconiChemtura; (l) the certificates described in Section 7.3; (m) the FIRPTA certificates described in Section 7.11; (n) UCC-3 amendments, assigning to the Purchaser any UCC-1s in favor of any Seller with respect to any consignment agreements that constitute Assets; (o) title certificates to any owned motor vehicles included in the Purchased Assets, duly executed by the applicable Seller; (p) an opinion of in-house counsel to the Sellers as to the matters set forth in Exhibit M; (q) the Title Commitments; (r) the updated schedule described in Section 7.18; (s) releases and terminations of any Liens on the Assets that are not Permitted Liens; (t) the Closing Proration Amount, if payable by the Sellers pursuant to Section 2.7; and (u) a certificate of the secretary or an assistant secretary of Marconi and each Seller certifying resolutions of the board of directors (or similar governing body) of Marconi and such Seller, approving and authorizing the execution, delivery and performance by Marconi and such Seller of this Agreement and its respective Related Agreements and the consummation by Marconi and such Seller of the transactions contemplated hereby and thereby thereby, provided that such resolutions are required as a matter of Law or under such Seller’s governing documents (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Marconi and such Seller); and (m) owners affidavits and gap indemnities reasonably requested by the title company issuing the owners title insurance policies described in Section 7.11.

Deliveries by the Sellers. At the Closing, Marconi and each Seller (as applicable) shall, and MCI and its Affiliates shall cause Marconi Federal and Marconi Middle East (as applicable) to, deliver to the Purchasers Purchaser the following: (a) the Xxxx Acts of Cash Sale duly executed by each Sellerthe applicable Sellers; (b) the Accounts Receivable Note duly executed by Chemtura; (c) the Assignment and Assumption Agreement duly executed by each Seller; (cd) the Special Warranty Deeds Xxxx of Sale duly executed by MCI or Marconi Canada (as applicable), for each Transferred Owned Real PropertySeller; (de) the Chemtura Master Supply Agreement duly executed by Chemtura; (f) if determined by the parties to be necessary, the Foreign Implementation Agreements, duly executed by the applicable Seller(s); (g) the Ground Lease duly executed by Chemtura; (h) the License Agreements duly executed by the applicable Seller(s); (i) the Patent Assignment duly executed by Marconi IPthe Sellers; (ej) the Purchaser Master Supply Agreement duly executed by Chemtura; (k) the Trademark Assignment duly executed by the Sellers; (fl) the Transition Services Agreement duly executed by MCIChemtura; (gm) the License Agreement certificates described in Section 7.3; (n) the FIRPTA certificates described in Section 7.13; (o) UCC-3 amendments, assigning to the Purchaser any UCC-1s in favor of any Seller with respect to any consignment agreements that constitute Assets; (p) title certificates to any owned motor vehicles included in the Purchased Assets, duly executed by Marconi IP and MCIthe applicable Seller; (hq) an opinion of in-house counsel to the Federal Supply Agreement duly executed by Marconi FederalSellers as to the matters set forth in Exhibit N; (ir) the Middle East Supply Agreement duly executed by Marconi Middle Easttitle insurance policies referred to in Section 7.16; (js) the Consents received by the Sellers, subject to the terms and conditions of this Agreement, including Sections 2.3 and 6.3(c)updated schedule described in Section 7.22; (kt) the Sublicense duly executed by Marconiinstruments of conveyance sufficient to validly transfer all of the equity interests in the Chinese Joint Venture, duly endorsed in blank for transfer; (lu) resignations, effective as of the Closing Date, of the directors designated by Chemtura to the board of directors of the Chinese Joint Venture; (v) releases and terminations of any Liens on the Assets that are not Permitted Liens; (w) the Closing Proration Amount, if payable by the Sellers pursuant to Section 2.7; and (x) a certificate of the secretary or an assistant secretary of Marconi and each Seller certifying resolutions of the board of directors (or similar governing body) of Marconi and such Seller, approving and authorizing the execution, delivery and performance by Marconi and such Seller of this Agreement and its respective Related Agreements and the consummation by Marconi and such Seller of the transactions contemplated hereby and thereby thereby, provided that such resolutions are required as a matter of Law or under such Seller’s governing documents (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Marconi and such Seller); and (m) owners affidavits and gap indemnities reasonably requested by the title company issuing the owners title insurance policies described in Section 7.11.

Deliveries by the Sellers. At the Closing, Marconi and each Seller the Sellers shall deliver, or cause to be delivered, to Purchaser (or to the Disbursing Agent, as applicable) shall, and MCI and its Affiliates shall cause Marconi Federal and Marconi Middle East (as applicable) to, deliver to the Purchasers the following: ): (a) the Xxxx of Sale one or more duly executed by each Seller; Bills of Sale; (b) the one or more duly executed Assignment and Assumption Agreement duly executed by each Seller; Agreements; (c) the Special Warranty Deeds duly executed by MCI or Marconi Canada (as applicable)and acknowledged Assignments of Mineral Leases, including, for the avoidance of doubt, duly executed and acknowledged Mineral Deeds and Royalty Deeds covering the Mineral Interests, in each Transferred Owned Real Property; case in sufficient counterparts to facilitate recording; (d) the Patent Assignment one or more duly executed by Marconi IP; and acknowledged Assignments of Other Real Property Leases; (e) the Trademark Assignment duly executed by and acknowledged special or limited warranty deeds conveying title to the Sellers; Owned Real Property in recordable form; (f) with respect to properties operated by the Transition Services Agreement duly executed Seller Entities, change of operator forms and other similar forms required by MCI; state regulatory authorities; -34- (g) the License Agreement duly executed by Marconi IP and MCI; acknowledged assignments of Federal, State and Indian leases on forms prescribed therefor; (h) letters-in-lieu of transfer orders directed to purchasers of the Federal Supply Agreement duly executed by Marconi Federal; Hydrocarbons and other remitters of production revenues directing them to make payment to Purchaser following the Closing; (i) the Middle East Supply Agreement duly executed by Marconi Middle East; Sellers’ revenue suspense register; (j) the Consents received by the Sellers, subject officer’s certificates required to the terms be delivered pursuant to Sections 9.1(a) and conditions of this Agreement, including Sections 2.3 and 6.3(c9.1(b); ; (k) the Sublicense duly certificates executed by Marconi; each Seller that such Seller is not a foreign person within the meaning of section 1445(f)(3) of the Code, which certificates shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation section 1.1445-2(b)(2); (l) a certificate complete and correct hard copy or electronic copy of the secretary materials contained in the electronic Dataroom to the extent such materials relate to the Purchased Assets or an assistant secretary of Marconi the Business and each Seller certifying resolutions were made available to Purchaser before the Closing; (m) a unanimous consent of the board of directors of Marconi and such Seller, approving and authorizing the execution, delivery and performance by Marconi and such Seller of this Agreement and its respective Related Agreements and Joint Venture acknowledging the consummation by Marconi and such Seller transfer of the transactions contemplated hereby Company’s membership interest to the Purchaser, including an amendment to Exhibit A of the applicable JV Formation Documents reflecting the transfer of the Company’s membership interest in the Joint Venture to Purchaser; (n) the Purchaser Membership Interests; (o) the Specified Membership Interest; (p) the Purchaser Note; (q) a certified copy of the Sale Order; and thereby (together with an incumbency r) all other deeds, endorsements, assignments and signature certificate regarding other instruments of conveyance and transfer, in form and substance reasonably acceptable to Purchaser, as may be necessary, to convey and assign the officer(s) signing on behalf Purchased Assets to Purchaser and vest title therein in Purchaser (in each case free and clear of Marconi and such Sellerall Liens other than Permitted Liens); and (m) owners affidavits and gap indemnities reasonably requested by the title company issuing the owners title insurance policies described in Section 7.11.. -35- 4.3

Deliveries by the Sellers. At or prior to the Closing, Marconi and each applicable Seller (as applicable) shallshall deliver, and MCI and its Affiliates shall or cause Marconi Federal and Marconi Middle East (as applicable) toto be delivered, deliver to the Purchasers Purchaser the following: (a) the Xxxx with respect to each parcel of Sale Industrial Tires Real Estate, a deed/transfer of land in registerable form and such other instruments or agreements of transfer, duly executed by the appropriate Seller and each Sellerin form reasonably satisfactory to Purchaser; (b) the a Xxxx of Sale and Assignment and Assumption Agreement such other instruments or agreements of transfer with respect to the Assets, duly executed by each Sellerthe appropriate Seller and in form reasonably satisfactory to Purchaser; (c) the Special Warranty Deeds an assignment for each registered Proprietary Right, duly executed by MCI or Marconi Canada (as applicable), for each Transferred Owned Real Propertythe appropriate Seller and in form reasonably satisfactory to Purchaser; (d) the Patent Assignment duly executed certificate of performance of the Sellers required by Marconi IPSection 9.2; (e) the Trademark Assignment duly executed certificate of the Secretary or Assistant Secretary of each Seller required by the SellersSection 9.3; (f) an opinion of Newcomb, Sabin, Xxxxxxxx & Xxxxxxxxx, LLP, and Osler, Xxxxxx and Harcourt, counsel for the Transition Services Agreement duly executed Sellers, dated the Closing Date, addressed to Purchaser and in form and substance reasonably satisfactory to counsel for Purchaser covering matters customarily given in transactions of the type contemplated by MCIthis Agreement; (g) a certificate of status, good standing or valid existence, dated no more than ten (10) days prior to the License Agreement duly executed Closing Date, for each Seller issued by Marconi IP and MCIthe appropriate office in each jurisdiction of its incorporation; (h) written descriptions, and where applicable, copies of contracts, leases and liabilities entered into in the Federal Supply Agreement duly executed ordinary course of business as contemplated by Marconi FederalSections 2.2(f), 2.4(f), 2.5(a)(i) and 2.5(a)(iii) of this Agreement; (i) all other previously undelivered items required to be delivered by the Middle East Supply Sellers at or prior to Closing pursuant to this Agreement duly executed or otherwise required in connection herewith unless waived in writing by Marconi Middle EastPurchaser; (j) the Consents received by the Sellers, subject to the terms ownership certificates and conditions of this Agreement, including Sections 2.3 and 6.3(c)currently dated safety standard certificates for all registered vehicles; (k) agreements related to the Sublicense duly executed by Marconiassignment of the Main Pension Plan and Pension Plan C of COI; (l) a certificate counterpart to the Purchase Price Allocation Schedule to be delivered pursuant to Section 2.6(c) of this Agreement; (m) a counterpart to certain agreements which may be requested by Purchaser's lender, including, without limitation, a landlord waiver and consent, estoppel certificate, collateral assignment of lease, mortgagee waiver (only as to the Leased Real Estate identified in Section 9.11), non-disturbance agreement or leasehold mortgage in a form reasonably acceptable to Purchaser and Purchaser's lender, duly executed by any lessor or mortgagee of any Leased Real Estate on which assets of the secretary Business are located; (n) instruments or an assistant secretary of Marconi agreements, each duly executed by the appropriate party and each Seller certifying resolutions in form reasonably satisfactory to Purchaser, in connection with the purchase and sale of the board of directors of Marconi and such SellerComputer Equipment to Purchaser, approving and authorizing including, without limitation, a payoff letter or letters from the execution, delivery and performance by Marconi and such Seller of this Agreement and its respective Related Agreements and the consummation by Marconi and such Seller lessor or lessors of the transactions contemplated hereby Computer Equipment and thereby (together with an incumbency a Xxxx of Sale and signature certificate regarding the officer(s) signing on behalf of Marconi and such Seller)Assignment; and (mo) owners affidavits a certificate, duly executed by Parent and gap indemnities reasonably requested Purchaser, evidencing their computation of the Purchase Price to be paid at Closing as contemplated by the title company issuing the owners title insurance policies described in Section 7.112.7(a).