Common use of Deliveries of Sellers Clause in Contracts

Deliveries of Sellers. Each Seller, as applicable, shall deliver or cause to be delivered to Buyer at the Closing: (a) A Xxxx of Sale with warranty covenants of title, conveying good and marketable title in the Acquired Assets to Buyer in accordance with this Agreement, free and clear of all Liens, in substantially the form attached as Exhibit A hereto, executed by such Seller. (b) Any and all documents of title necessary to transfer ownership to the Buyer of the Acquired Assets, duly executed by such Seller and any other parties thereto. (c) An Assignment of Intellectual Property in substantially the form attached as Exhibit B hereto, executed by such Seller. (d) An Assignment and Assumption of Contracts Agreement in substantially the form attached as Exhibit C hereto, executed by such Seller. (e) All documents necessary to transfer any other General Intangibles being purchased by Buyer hereunder, executed by such Seller and any other parties. (f) All such other deeds, endorsements, assignments and other instruments as, in the opinion of Buyer’s counsel, are necessary or desirable to vest in Buyer good, valid and marketable title to and ownership of the Acquired Assets. (g) A certified copy of resolutions, duly adopted by the Boards of Directors and stockholders of each Seller, authorizing the transactions contemplated hereby. (h) Such certificates issued by the appropriate Governmental or Regulatory Authority as required to evidence the legal existence and good standing of such Seller. (i) The Parent shall deliver or cause to be delivered to Buyer the following with respect to the Parent Shares: (A) stock powers duly endorsed by the Parent or Epod Industries, as applicable, and otherwise in form acceptable for transfer of the Parent Shares on the books of the Epod Europe and Great Lakes, respectively, to Buyer; (B) certificates representing the Parent Shares; and (C) any approvals or consents required with respect to the transfer of the Parent Shares to Buyer. (j) The Lock Up Agreement dated as of the Closing Date, by the Holder (as defined therein) and Buyer. (k) Such other closing documents and instruments as Buyer reasonably may require.

Deliveries of Sellers. Each SellerAt the Closing on the Closing Date, as applicable, shall Sellers will deliver or cause the following to be delivered to Buyer at the ClosingBuyer: (a) All instruments of transfer and conveyance of the Stock, the stock certificates representing all of the shares of Stock duly endorsed with signatures guaranteed in blank or with duly executed stock powers attached, the Preferred Stock Notes duly assigned with signatures guaranteed, and such other closing documents as have been reasonably requested by Buyer, all in form and substance reasonably acceptable to Buyer's counsel. (i) A Xxxx certificate of Sale with warranty covenants Houghton dated as of titlethe Closing Date certifying that: (x) all of the representations and warranties made by Houghton and the Company under this Agreement and the attached Exhibits, conveying good and marketable title in all other documents given or delivered by or on behalf of Sellers to Buyer, are accurate, true and complete, and (y) all of the Acquired Assets covenants, obligations and conditions to Buyer be performed as of the Closing on Sellers' and the Company's part under this Agreement have been duly performed in accordance with all material respects. (ii) A certificate of an officer or general partner of each Seller, other than Houghton and Foundation, as the case may be, dated as of the Closing Date certifying that: (x) all of the representations and warranties made by Sellers under this AgreementAgreement and the attached Exhibits, free and clear in all other documents given or delivered by or on behalf of Sellers to Buyer, are accurate, true and complete; and (y) all Liensof the covenants, obligations and conditions to be performed as of the Closing Date on Sellers' part under this Agreement have been duly performed in all material respects. (iii) A certificate of an officer of Foundation, dated as of the Closing Date, certifying that all representations and warranties made by Foundation under this Agreement are accurate, true and complete, and all of the covenants, obligations and conditions to be performed as of the Closing Date on Foundation's part under this Agreement have been duly performed in all material respects. (c) An opinion of Summers, Compton, Wellx & Xamburg, counsel to Houghton and the Company, dated the Closing Date, in substantially the form attached as Exhibit A hereto2.3(c) and the legal opinion(s) of counsel to Sellers other than Houghton, executed by such Seller. (b) Any and all documents of title necessary to transfer ownership to dated the Buyer of the Acquired AssetsClosing Date, duly executed by such Seller and any other parties thereto. (c) An Assignment of Intellectual Property as provided in substantially the form attached as Exhibit B hereto, executed by such SellerSection 5.1.9. (d) An Assignment Resignations, dated the Closing Date, of all officers and Assumption members of Contracts Agreement in substantially the form attached as Exhibit C hereto, executed by such SellerBoard of Directors of the Company. (e) All documents necessary (i) copies of the Articles of Incorporation (or other organizational documents), including all amendments thereto, of the Company certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation, dated within ten days of Closing; and (ii) certificate of good standing dated within ten days of Closing with respect to transfer any the Company from the Secretary of State or other General Intangibles being purchased by Buyer hereunder, executed by such Seller appropriate official of its jurisdiction of incorporation and any other partieseach jurisdiction where the Company is qualified to do business. (f) All such other deeds, endorsements, assignments Houghton shall have executed and other instruments as, delivered an Employment Agreement (the "Employment Agreement") substantially in the opinion form of Buyer’s counsel, are necessary or desirable to vest in Buyer good, valid and marketable title to and ownership of the Acquired AssetsExhibit 2.3(f). (g) A certified copy Certified copies of resolutions, duly adopted by the Boards of Directors and stockholders of each Seller, authorizing the transactions contemplated herebyresolutions or other necessary corporate action. (h) Such certificates issued by the appropriate Governmental or Regulatory Authority as Any consents required to evidence assign the legal existence and good standing of such SellerContracts. (i) The Parent shall deliver or cause to be delivered to Buyer An ALTA policy of title insurance and the following with respect to the Parent Shares: (A) stock powers duly endorsed by the Parent or Epod Industries, as applicable, and otherwise in form acceptable for transfer results of the Parent Shares on the books of the Epod Europe UCC Search and Great Lakes, respectively, to Buyer; (B) certificates representing the Parent Shares; and (C) any approvals or consents required with respect to the transfer of the Parent Shares to BuyerTax Search as provided in Section 5.1.8. (j) Evidence satisfactory to Buyer and Buyer's counsel that all shares of Preferred Stock have been redeemed and canceled and all the Warrants exercised for the shares of Stock. (k) The Lock Up Agreement dated minute and record books of the Company and the corporate seal. (l) Termination statements from all Company lenders and Yamazen, Inc., Mazak Corporation and Hutcxxxxxx Xxxelopment Company. (m) Bring-down Certificates" signed by Houghton and an authorized representative of each Seller, other than Houghton and Foundation, certifying (i) that no material or adverse change has occurred in the financial condition of the Company from that shown on the September Balance Sheet, (ii) that, to Sellers' knowledge, no material or adverse change has occurred in the operation, prospects or the results of operation of the Business, and (iii) to the capitalization of the Company as of the Closing Date, by including the Holder (as defined therein) beneficial and Buyerrecord ownership of each Seller with respect to the Company's Stock and the Preferred Stock Notes. (k) Such other closing documents and instruments as Buyer reasonably may require.

Deliveries of Sellers. Each Seller, as applicable, shall deliver At or cause prior to be delivered to Buyer at the Closing: (a) A Xxxx of Sale with warranty covenants of title, conveying good and marketable title in the Acquired Assets to Buyer in accordance with this Agreement, free and clear of all Liens, in substantially the form attached as Exhibit A hereto, executed by such Seller. (b) Any and all documents of title necessary to transfer ownership to the Buyer of the Acquired Assets, duly executed by such Seller and any other parties thereto. (c) An Assignment of Intellectual Property in substantially the form attached as Exhibit B hereto, executed by such Seller. (d) An Assignment and Assumption of Contracts Agreement in substantially the form attached as Exhibit C hereto, executed by such Seller. (e) All documents necessary to transfer any other General Intangibles being purchased by Buyer hereunder, executed by such Seller and any other parties. (f) All such other deeds, endorsements, assignments and other instruments as, in the opinion of Buyer’s counsel, are necessary or desirable to vest in Buyer good, valid and marketable title to and ownership of the Acquired Assets. (g) A certified copy of resolutions, duly adopted by the Boards of Directors and stockholders of each Seller, authorizing the transactions contemplated hereby. (h) Such certificates issued by the appropriate Governmental or Regulatory Authority as required to evidence the legal existence and good standing of such Seller. (i) The Parent Sellers shall deliver or cause to be delivered to Buyer the following with respect following: (i) certificates evidencing the shares of Common Stock, which certificates shall be properly endorsed for transfer or accompanied by duly executed stock powers, in either case executed in blank or in favor of Buyer or its nominee as Buyer may have directed prior to the Parent Shares: (A) stock powers duly endorsed by the Parent or Epod Industries, as applicableClosing Date, and otherwise in a form acceptable for transfer of the Parent Shares on the books of the Epod Europe and Great Lakes, respectively, to Buyer; Company; (Bii) certificates representing evidencing the Parent Shares; and (C) any approvals or consents required with respect to the transfer shares of the Parent Shares to Buyer.Preferred Stock; (jiii) The Lock Up Agreement dated certificates evidencing the Warrants, if applicable, which certificates shall be properly endorsed for transfer in favor of Buyer or its nominee as of Buyer may have directed prior to the Closing Date, and otherwise in a form acceptable for transfer on the books of the Company; (iv) certificates or instruments evidencing the Warrant Shares, if applicable, which certificates shall be properly endorsed for transfer or accompanied by duly executed stock powers, in either case executed in blank or in favor of Buyer or its nominee as Buyer may have directed prior to the Holder Closing Date, and otherwise in a form acceptable for transfer on the books of the Company; (v) evidence reasonably satisfactory to Buyer of each of the Closing Indebtedness and the Preferred Stock Redemption Price; (vi) a copy of the charter of each of the Company and the Included Subsidiaries (as defined therein) herein), certified as of a date within 30 days of the Closing Date by the Secretary of State of the State of Connecticut, and Buyer.certified by the respective corpo- rate secretary as to the absence of any amendments to such charter between the date of such certification by the Secretary of State of the State of Connecticut and the Closing Date; (kvii) Such a good standing certificate for each of the Company and the Included Subsidiaries, certified as of a date within ten days of the Closing Date by the Secretary of State of the State of Connecticut; (viii) a certificate of the corporate secretary of the Company attaching thereto true and correct copies of the bylaws of each of the Company and the Included Subsidiaries and the resolutions of the Board of Directors of the Company authorizing this Agreement and the consummation of the transactions contemplated hereby; (ix) the Sellers' certificate required by Section 6.3 hereof; (x) all books and records of the Company, including its minute book, seal, stock ledger book and all financial and tax records and information; (xi) all licenses, permits, orders, consents, approvals, registrations, authorizations, qualifications, filings and waivers required to be obtained and delivered by Sellers pursuant to Section 6.6 hereof; (xii) the opinions of counsel for Sellers required by Section 6.5 hereof; (xiii) the resignations of the members of the Board of Directors of the Company and those officers of the Company designated by Buyer as required by Section 6.7 hereof; (xiv) the Noncompetition Agreements required by Section 6.8 hereof; (xv) the employment agreements required by Section 6.9 hereof; and (xvi) all other closing previously undelivered documents and instruments required to be delivered by Sellers or the Company to Buyer at or prior to the Closing Date in connection with the transactions contemplated hereby as Buyer reasonably may requirerequired hereunder.

Deliveries of Sellers. Each SellerAt the Closing, as applicable, Sellers shall deliver have delivered or cause caused to be delivered to Buyer at Purchaser each of the Closingfollowing, in form and substance reasonably satisfactory to Purchaser: (a) A Xxxx of Sale with warranty covenants of title, conveying good and marketable title in the Acquired Assets to Buyer in accordance with this Agreement, free and clear of all Liens, in substantially the form attached as Exhibit A hereto, The Escrow Agreement duly executed by such Seller.the Seller Representative as of the Closing Date; (b) Any A Bxxx of Sale and all documents of title necessary to transfer ownership to the Buyer of the Acquired Assets, duly executed by such an Assumption and Assignment Agreement between each Seller and any other parties thereto. (c) An Assignment of Intellectual Property in substantially the form attached as Exhibit B heretoPurchaser, executed by such Seller. (d) An Assignment and Assumption of Contracts Agreement in substantially the form attached as Exhibit C hereto, executed by such Seller. (e) All documents necessary to transfer any other General Intangibles being purchased by Buyer hereunder, executed by such Seller and any other parties. (f) All such other deeds, endorsementsreasonable assumption, assignments and other instruments asof transfer and conveyance necessary or appropriate to transfer and assign the Acquired Assets to Purchaser, including, without limitation, assignments of all Intellectual Property, in recordable form to the opinion of Buyer’s counsel, are extent necessary or desirable to vest in Buyer goodassign such rights, valid obligations under the Leases, and marketable for Purchaser to assume all the Assumed Contracts, the Leases and software licenses, if any, and delivery of all title documents and tag receipts with respect to and ownership of the Acquired Assets.any vehicles or other titled equipment, duly endorsed for transfer to Purchaser; (gc) A certified copy of resolutions, duly adopted release by the Boards of Directors Sellers from any confidentiality or non-competition restrictions contained in any agreement between Sellers and stockholders any Employee who commences employment with Purchaser; (d) A certificate of each Seller, authorizing the transactions contemplated hereby. (h) Such certificates issued by the appropriate Governmental or Regulatory Authority as required to evidence the legal existence and good standing of such Seller. (i) The Parent shall deliver or cause to be delivered to Buyer the following with respect to the Parent Shares: (A) stock powers duly endorsed by the Parent or Epod Industries, as applicable, and otherwise in form acceptable for transfer of the Parent Shares on the books of the Epod Europe and Great Lakes, respectively, to Buyer; (B) certificates representing the Parent Shares; and (C) any approvals or consents required with respect to the transfer of the Parent Shares to Buyer. (j) The Lock Up Agreement dated as of the Closing Date, certifying to the fulfillment of the conditions set forth in Sections 6.1 and 6.2 hereof; (e) All records, client lists, files and other documents of Sellers related to the Business; (f) An opinion of counsel to the Sellers, dated the Closing Date, substantially in the form attached hereto as Exhibit A; (g) Any other information, documents or certificates reasonably requested by Purchaser to effect the transactions contemplated herein; and (h) A Non-Competition Agreement substantially in the form of Exhibit C attached hereto (each a “Non-Competition Agreement”), duly executed by the Holder (as defined therein) and Buyerindividuals listed on Schedule 6.9(h). (k) Such other closing documents and instruments as Buyer reasonably may require.