Common use of Deliveries by the Sellers Clause in Contracts

Deliveries by the Sellers. At the Closing, the Parent, Xxxxxxxxx Holding or SDI shall deliver, or cause the subsidiaries of the Parent set forth on Schedule 1.125 to deliver, the following to the Buyer: (a) Stock certificates representing all of the shares of capital stock and membership interests representing all of the membership interests, as the case may be, of Table of Contents each of the Transferred Fastener Subsidiaries, in each case accompanied by stock powers duly executed in blank or duly executed instruments of transfer; (b) Special warranty deeds, in recordable form, with respect to the Fastener Business Real Properties owned by the Sellers or any of their respective subsidiaries (other than the Transferred Fastener Subsidiaries); (c) Duly executed Xxxx of Sale together with such other appropriate instruments of transfer as the Buyer may reasonably request, transferring to the Buyer all of the personal and intangible property owned or held by the Sellers as of the Effective Time which is included in the Fastener Business Assets (other than the Fastener Business Assets owned or held by the Transferred Fastener Subsidiaries). (d) Duly executed instruments of assignment of the Fastener Business Leases to which certain of the Sellers or their respective subsidiaries (other than the Transferred Fastener Subsidiaries) are a party, in recordable form, if and to the extent necessary, with respect to those relating to real property or interests therein; (e) Duly executed instruments of assignment of the Fastener Business Contracts to which the Sellers or any of their respective subsidiaries (other than the Transferred Fastener Subsidiaries) are a party; (i) Duly executed general instruments of assignment or transfer of the Fastener Business Intellectual Property to the Buyer from any of the Sellers or any of their respective subsidiaries (other than the Transferred Fastener Subsidiaries), (ii) with respect to the Fastener Business Intellectual Property registered or applied for with offices in the United States, instruments of assignment or transfer to Buyer from any of the Sellers or any of their respective subsidiaries in form suitable for recording in such offices (it being understood that Sellers will use their best efforts to deliver to the Buyer all other instruments of assignment or transfer promptly after Closing, including, without limitation, instruments of assignment or transfer for the Fastener Business Intellectual Property registered or applied for with offices outside the United States in form suitable for recording in the appropriate offices and bureaus outside of the United States), (iii) the original certificates, if available, of such Fastener Business Intellectual Property, (iv) any powers of attorney, in each case as necessary to make the conveyances contemplated herein effective in the United States (it being understood that the Sellers will use their best efforts to deliver to the Buyer all other powers of attorney after the Closing, including, without limitation, powers of attorney as necessary to make conveyance contemplated herein effective outside the United States), and (v) any other documents reasonably requested by the Buyer to protect the Buyer’s right, title and interest in and to the Fastener Business Intellectual Property, including, without limitation, to cure any defect in the chain-of-title of the Fastener Business Intellectual Property; (g) Duly executed instruments of assignment of the Fastener Business Bank Accounts of any of the Sellers or any of their respective subsidiaries (other than the Transferred Fastener Subsidiaries); Table of Contents (h) Copies of any consents obtained as contemplated by Section 5.5(a)(i) or set forth on Schedule 7.3(d) and obtained as contemplated by Section 7.3(d); (i) The Undertaking and Indemnity Agreement substantially in the form of Exhibit B attached hereto (the “Undertaking and Indemnity Agreement”) duly executed by Parent, Xxxxxxxxx Holding and SDI; (j) The Escrow Agreement duly executed by the Parent; (k) Duly executed lease agreement between the Buyer and the Parent with respect to the Fullerton Property as contemplated by Section 5.27; (l) Such other and further instruments of conveyance, assignment and transfer as the Buyer may reasonably request for the more effective conveyance and transfer of any of the Fastener Business Assets and the outstanding capital stock or membership interests, as the case may be, of each of the Transferred Fastener Subsidiaries; and (m) The certificates contemplated by Sections 7.3 and 7.4.

Deliveries by the Sellers. At the Closing, the Parent, Xxxxxxxxx Holding or SDI Sellers shall deliver, deliver or cause to be delivered to the subsidiaries of the Parent set forth on Schedule 1.125 to deliver, Purchaser the following to the Buyeritems: (a) Stock certificates representing all Resolution of the shares of capital stock and membership interests representing all of the membership interests, as the case may be, of Table of Contents Shareholders’ Meeting for each of the Transferred Fastener Subsidiaries, in each case accompanied Sellers consenting to the transfer of the Acquired Assets to the Purchaser approved by stock powers duly executed in blank or duly executed instruments respective shareholders of transferat least 2/3 voting rights; (b) Special warranty deeds, in recordable form, with respect Resolution of Board of Directors for each of the Sellers unanimously approving the transfer of the Acquired Assets to the Fastener Business Real Properties owned by the Sellers or any of their respective subsidiaries (other than the Transferred Fastener Subsidiaries)Purchaser; (c) Duly executed Xxxx of Sale together with such other appropriate instruments of transfer as the Buyer may reasonably request, transferring to the Buyer all title or ownership certificates on any of the personal and intangible property owned or held by the Sellers as of the Effective Time which is included in the Fastener Business Assets (other than the Fastener Business Assets owned or held by the Transferred Fastener Subsidiaries).Acquired Assets, if any; (d) Duly executed instruments of assignment any and all the third party consent, waiver or the like relating to the transfer of the Fastener Business Leases to which certain of the Sellers or their respective subsidiaries (other than the Transferred Fastener Subsidiaries) are a party, in recordable form, if and Acquired Assets to the extent necessaryPurchaser, with respect including without limitation to those relating consents of opposite parties to real property or interests thereinthe Contracts, consents of banks, consent of joint IP rights owners and so forth, the form of consent letter is attached hereto as Exhibit [G]; (e) Duly to be provided for Purchaser’s information only, the authorization letter executed instruments of assignment by each and all unregistered employee shareholders of the Fastener Business Contracts Sellers authorizing Xx. Xxxx Honglong as the full-fledged representative in confirming the transaction hereinunder as well as the reimbursement for the appreciation value of the interest in the shares held by such unregistered employee shareholders (such value to be shared with and reasonably confirmed by the Purchaser), the form of the authorization letter is attached hereto as Exhibit [H]; (f) to the extent obtainable in the jurisdiction of incorporation of each Seller, the articles of association (or equivalent organizational document) of each Seller certified as of the most recent practicable date by the appropriate Governmental Entity in its jurisdiction of incorporation; (g) to the extent obtainable in the relevant jurisdictions, a certificate from the appropriate Governmental Entity as to the good standing (or equivalent status) of each Seller as of the most recent practicable date in its jurisdiction of incorporation and all jurisdictions in which such Seller is qualified or licensed to do business; (h) the Sellers or any of their respective subsidiaries (other than Escrow Agreement in the Transferred Fastener Subsidiaries) are a partyform attached hereto as Exhibit [I], duly executed by the Sellers; (i) Duly executed general instruments of assignment or transfer of the Fastener Business Intellectual Property to the Buyer from any of the Sellers or any of their respective subsidiaries (other than the Transferred Fastener Subsidiaries), (ii) with respect to the Fastener Business Intellectual Property registered or applied for with offices in the United States, instruments of assignment or transfer to Buyer from any of the Sellers or any of their respective subsidiaries in form suitable for recording in such offices (it being understood that Sellers will use their best efforts to deliver to the Buyer all other instruments of assignment or transfer promptly after Closing, including, without limitation, instruments of assignment or transfer for the Fastener Business Intellectual Property registered or applied for with offices outside the United States in form suitable for recording in the appropriate offices and bureaus outside of the United States), (iii) the original certificates, if available, of such Fastener Business Intellectual Property, (iv) any powers of attorney, in each case as necessary to make the conveyances contemplated herein effective in the United States (it being understood that the Sellers will use their best efforts to deliver to the Buyer all other powers of attorney after the Closing, including, without limitation, powers of attorney as necessary to make conveyance contemplated herein effective outside the United States), and (v) any other documents reasonably requested by the Buyer to protect the Buyer’s right, title and interest in and to the Fastener Business Intellectual Property, including, without limitation, to cure any defect in the chainnon-of-title of the Fastener Business Intellectual Property; (g) Duly executed instruments of assignment of the Fastener Business Bank Accounts of any of the Sellers or any of their respective subsidiaries (other than the Transferred Fastener Subsidiaries); Table of Contents (h) Copies of any consents obtained as contemplated by Section 5.5(a)(i) or set forth on Schedule 7.3(d) and obtained as contemplated by Section 7.3(d); (i) The Undertaking and Indemnity Agreement substantially compete agreements in the form of Exhibit B attached hereto as Exhibit [J] (the “Undertaking Non-Compete Agreements”) and Indemnity non-solicitation agreements in the form attached hereto as Exhibit [K] (the “Non-Solicitation Agreement”) duly executed by Parentthe Sellers, Xxxxxxxxx Holding and SDIeach of the Owners, and/or certain employees identified by the Purchaser; (j) The Escrow Agreement the transition services agreement in the form attached hereto as Exhibit [L] (the “Transition Services Agreement”) duly executed by the Parent; (k) Duly executed lease agreement between the Buyer Sellers and the Parent with respect to the Fullerton Property as contemplated by Section 5.27; (l) Such other and further instruments of conveyance, assignment and transfer as the Buyer may reasonably request for the more effective conveyance and transfer of any of the Fastener Business Assets and the outstanding capital stock or membership interests, as the case may be, of each of the Transferred Fastener SubsidiariesOwners; and (m) The certificates contemplated by Sections 7.3 and 7.4.

Deliveries by the Sellers. At the Closing, the Parent, Xxxxxxxxx Holding or SDI Sellers shall deliver, deliver or cause to be delivered to the subsidiaries of the Parent set forth on Schedule 1.125 Buyer, subject to deliverSection 2.2, the following to the Buyeritems: (a) Stock certificates representing all a copy of the shares of capital stock and membership interests representing all of the membership interestsEscrow Agreement, as the case may be, of Table of Contents each of the Transferred Fastener Subsidiaries, in each case accompanied by stock powers duly executed in blank or duly executed instruments of transferby the Sellers and the Escrow Agent; (b) Special warranty deeds, a general assignment and bill xx sale in recordable form, with respect to of the Fastener Business Real Properties owned by the Sellers or any of their respective subsidiaries Purchased Assets (other than the Transferred Fastener SubsidiariesPurchased Shares); (c) Duly executed Xxxx of Sale together with such other appropriate instruments of transfer as the Buyer may reasonably request, transferring to the Buyer all of the personal and intangible property owned or held by the Sellers as of the Effective Time which is included in the Fastener Business Assets (other than the Fastener Business Assets owned or held by the Transferred Fastener Subsidiaries). (d) Duly executed instruments of assignment of the Fastener Business Leases to which certain of the Sellers or their respective subsidiaries (other than the Transferred Fastener Subsidiaries) are a party, in recordable form, if and to the extent necessary, with respect to those relating to real property or interests therein; (e) Duly executed instruments of assignment of the Fastener Business Contracts to which the Sellers or any of their respective subsidiaries (other than the Transferred Fastener Subsidiaries) are a party; (i) Duly executed general instruments of assignment or transfer of the Fastener Business Intellectual Property to the Buyer from any of the Sellers or any of their respective subsidiaries (other than the Transferred Fastener Subsidiaries), (ii) with respect to the Fastener Business Intellectual Property registered or applied for with offices in the United States, instruments of assignment or transfer to Buyer from any of the Sellers or any of their respective subsidiaries in form suitable for recording in such offices (it being understood that Sellers will use their best efforts to deliver to the Buyer all other instruments of assignment or transfer promptly after Closing, including, without limitation, instruments of assignment or transfer for the Fastener Business Intellectual Property registered or applied for with offices outside the United States in form suitable for recording in the appropriate offices and bureaus outside of the United States), (iii) the original certificates, if available, of such Fastener Business Intellectual Property, (iv) any powers of attorney, in each case as necessary to make the conveyances contemplated herein effective in the United States (it being understood that the Sellers will use their best efforts to deliver to the Buyer all other powers of attorney after the Closing, including, without limitation, powers of attorney as necessary to make conveyance contemplated herein effective outside the United States), and (v) any other documents reasonably requested by the Buyer to protect the Buyer’s right, title and interest in and to the Fastener Business Intellectual Property, including, without limitation, to cure any defect in the chain-of-title of the Fastener Business Intellectual Property; (g) Duly executed instruments of assignment of the Fastener Business Bank Accounts of any of the Sellers or any of their respective subsidiaries (other than the Transferred Fastener Subsidiaries); Table of Contents (h) Copies of any consents obtained as contemplated by Section 5.5(a)(i) or set forth on Schedule 7.3(d) and obtained as contemplated by Section 7.3(d); (i) The Undertaking and Indemnity Agreement substantially in the form of Exhibit B attached hereto (the “Undertaking and Indemnity Agreement”) duly executed by Parent, Xxxxxxxxx Holding and SDI; (j) The Escrow Agreement duly executed by the Parent; (k) Duly executed lease agreement between the Buyer and the Parent with respect to the Fullerton Property as contemplated by Section 5.27; (l) Such other and further instruments of conveyance, assignment and transfer as shall be effective to vest in Buyer all of Etratech Opco’s right, title and interest in, to and under the Buyer may reasonably request Purchased Assets (other than the Purchased Shares); (d) the original share certificates representing the Purchased Shares, duly endorsed in blank for transfer or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the more effective conveyance and transfer holders of any record; SHARE AND ASSET PURCHASE AGREEMENT (e) the original share certificates representing the shares of the Fastener Business Assets Subsidiaries of Etratech HK; (f) a certificate of status (or equivalent) dated as of the Closing Date for Enterprises, the Subsidiaries and each Seller that is a corporation; (g) the certificate and articles of Enterprises, Etratech Opco and International Holdco and a copy of the bylaws of each such entity, certified by an officer of each such entity on behalf of each such entity and not in his/her individual capacity and without personal liability; (h) the original minute books of Etratech HK and its Subsidiaries and the outstanding capital stock or membership interestschops (seals) and original approval certificates, business license and other related documents for Etratech APE; (i) written resolutions of the board of directors of Enterprises and the Subsidiaries, as applicable, approving the case may be, of each transactions contemplated by this Agreement; (j) the Payoff Letters reflecting all outstanding Company Debt as of the Transferred Fastener Subsidiaries; andClosing Date and any necessary discharge statements or other releases as may be reasonably required to evidence the satisfaction of the Company Debt upon payment in full of the Settlement Amounts, including without limitation in accordance with the Personal Property Security Act (Ontario); (k) the Consents and notifications listed on Schedule 6.2(k) (excluding the consent from the Alliance of Manufacturers & Exporters, Canada (CME)), duly executed by the applicable third party; (l) written notice of the Estimated Working Capital; (m) The certificates contemplated the Settlement Amount Detail Notice; (n) copy of an Employment Agreement, effective immediately after the Closing Time, entered into by Sections 7.3 and 7.4between the Buyer and Mr. Xxxxxxxxxx xxxch shall supersede and replace the existing Employment Agreement between Mr. Xxxxxxxxxx xxx Etratech Opco, in a form reasonably acceptable to the Buyer (the “Lamoxxxxxx Xxxloyment Agreement”), duly executed by Mr. Xxxxxxxxxx; xxd (o) written resignations from each of the officers and directors of Etratech HK and its Subsidiaries, excluding Mr. Xxxxxxxxx xxx Petex Xxxxxxxxxxx, xx be effective as of the Closing Time.

Deliveries by the Sellers. At the Closing, the Parent, Xxxxxxxxx Holding or SDI shall deliver, or cause the subsidiaries of the Parent set forth on Schedule 1.125 to deliver, the following to the Buyer: (a) Stock certificates representing all of the shares of capital stock and membership interests representing all of the membership interests, as the case may be, of Table of Contents each of the Transferred Fastener Subsidiaries, in each case accompanied by stock powers duly executed in blank or duly executed instruments of transfer; (b) Special warranty deeds, in recordable form, with respect to the Fastener Business Real Properties owned by the Sellers or any of their respective subsidiaries (other than the Transferred Fastener Subsidiaries); (c) Duly executed Xxxx of Sale together with such other appropriate instruments of transfer as the Buyer may reasonably request, transferring to the Buyer all of the personal and intangible property owned or held by the Sellers as of the Effective Time which is included in the Fastener Business Assets (other than the Fastener Business Assets owned or held by the Transferred Fastener Subsidiaries). (d) Duly executed instruments of assignment of the Fastener Business Leases to which certain of the Sellers or their respective subsidiaries (other than the Transferred Fastener Subsidiaries) are a party, in recordable form, if and to the extent necessary, with respect to those relating to real property or interests therein; (e) Duly executed instruments of assignment of the Fastener Business Contracts to which the Sellers or any of their respective subsidiaries (other than the Transferred Fastener Subsidiaries) are a party; (i) Duly executed general instruments of assignment or transfer of the Fastener Business Intellectual Property to the Buyer from any of the Sellers or any of their respective subsidiaries (other than the Transferred Fastener Subsidiaries), (ii) with respect to the Fastener Business Intellectual Property registered or applied for with offices in the United States, instruments of assignment or transfer to Buyer from any of the Sellers or any of their respective subsidiaries in form suitable for recording in such offices (it being understood that Sellers will use their best efforts to deliver to the Buyer all other instruments of assignment or transfer promptly after Closing, including, without limitation, instruments of assignment or transfer for the Fastener Business Intellectual Property registered or applied for with offices outside the United States in form suitable for recording in the appropriate offices and bureaus outside of the United States), (iii) the original certificates, if available, of such Fastener Business Intellectual Property, (iv) any powers of attorney, in each case as necessary to make the conveyances contemplated herein effective in the United States (it being understood that the Sellers will use their best efforts to deliver to the Buyer all other powers of attorney after the Closing, including, without limitation, powers of attorney as necessary to make conveyance contemplated herein effective outside the United States), and (v) any other documents reasonably requested by the Buyer to protect the Buyer’s 's right, title and interest in and to the Fastener Business Intellectual Property, including, without limitation, to cure any defect in the chain-of-title of the Fastener Business Intellectual Property; (g) Duly executed instruments of assignment of the Fastener Business Bank Accounts of any of the Sellers or any of their respective subsidiaries (other than the Transferred Fastener Subsidiaries); Table of Contents; (h) Copies of any consents obtained as contemplated by Section 5.5(a)(i) or set forth on Schedule 7.3(d) and obtained as contemplated by Section 7.3(d); (i) The Undertaking and Indemnity Agreement substantially in the form of Exhibit B attached hereto (the “"Undertaking and Indemnity Agreement”") duly executed by Parent, Xxxxxxxxx Holding and SDI; (j) The Escrow Agreement duly executed by the Parent; (k) Duly executed lease agreement between the Buyer and the Parent with respect to the Fullerton Property as contemplated by Section 5.27; (l) Such other and further instruments of conveyance, assignment and transfer as the Buyer may reasonably request for the more effective conveyance and transfer of any of the Fastener Business Assets and the outstanding capital stock or membership interests, as the case may be, of each of the Transferred Fastener Subsidiaries; and (m) The certificates contemplated by Sections 7.3 and 7.4.

Deliveries by the Sellers. At the Closing, the Parent, Xxxxxxxxx Fxxxxxxxx Holding or SDI shall deliver, or cause the subsidiaries of the Parent set forth on Schedule 1.125 to deliver, the following to the Buyer: (a) Stock certificates representing all of the shares of capital stock and membership interests representing all of the membership interests, as the case may be, of Table of Contents each of the Transferred Fastener Subsidiaries, in each case accompanied by stock powers duly executed in blank or duly executed instruments of transfer; (b) Special warranty deeds, in recordable form, with respect to the Fastener Business Real Properties owned by the Sellers or any of their respective subsidiaries (other than the Transferred Fastener Subsidiaries); (c) Duly executed Xxxx Bxxx of Sale together with such other appropriate instruments of transfer as the Buyer may reasonably request, transferring to the Buyer all of the personal and intangible property owned or held by the Sellers as of the Effective Time which is included in the Fastener Business Assets (other than the Fastener Business Assets owned or held by the Transferred Fastener Subsidiaries). (d) Duly executed instruments of assignment of the Fastener Business Leases to which certain of the Sellers or their respective subsidiaries (other than the Transferred Fastener Subsidiaries) are a party, in recordable form, if and to the extent necessary, with respect to those relating to real property or interests therein; (e) Duly executed instruments of assignment of the Fastener Business Contracts to which the Sellers or any of their respective subsidiaries (other than the Transferred Fastener Subsidiaries) are a party; (i) Duly executed general instruments of assignment or transfer of the Fastener Business Intellectual Property to the Buyer from any of the Sellers or any of their respective subsidiaries (other than the Transferred Fastener Subsidiaries), (ii) with respect to the Fastener Business Intellectual Property registered or applied for with offices in the United States, instruments of assignment or transfer to Buyer from any of the Sellers or any of their respective subsidiaries in form suitable for recording in such offices (it being understood that Sellers will use their best efforts to deliver to the Buyer all other instruments of assignment or transfer promptly after Closing, including, without limitation, instruments of assignment or transfer for the Fastener Business Intellectual Property registered or applied for with offices outside the United States in form suitable for recording in the appropriate offices and bureaus outside of the United States), (iii) the original certificates, if available, of such Fastener Business Intellectual Property, (iv) any powers of attorney, in each case as necessary to make the conveyances contemplated herein effective in the United States (it being understood that the Sellers will use their best efforts to deliver to the Buyer all other powers of attorney after the Closing, including, without limitation, powers of attorney as necessary to make conveyance contemplated herein effective outside the United States), and (v) any other documents reasonably requested by the Buyer to protect the Buyer’s 's right, title and interest in and to the Fastener Business Intellectual Property, including, without limitation, to cure any defect in the chain-of-title of the Fastener Business Intellectual Property; (g) Duly executed instruments of assignment of the Fastener Business Bank Accounts of any of the Sellers or any of their respective subsidiaries (other than the Transferred Fastener Subsidiaries); Table of Contents; (h) Copies of any consents obtained as contemplated by Section 5.5(a)(i) or set forth on Schedule 7.3(d) and obtained as contemplated by Section 7.3(d); (i) The Undertaking and Indemnity Agreement substantially in the form of Exhibit B attached hereto (the “"Undertaking and Indemnity Agreement”") duly executed by Parent, Xxxxxxxxx Fxxxxxxxx Holding and SDI; (j) The Escrow Agreement duly executed by the Parent; (k) Duly executed lease agreement between the Buyer and the Parent with respect to the Fullerton Property as contemplated by Section 5.27; (l) Such other and further instruments of conveyance, assignment and transfer as the Buyer may reasonably request for the more effective conveyance and transfer of any of the Fastener Business Assets and the outstanding capital stock or membership interests, as the case may be, of each of the Transferred Fastener Subsidiaries; and (m) The certificates contemplated by Sections 7.3 and 7.4.