Common use of Deliveries to Buyer Clause in Contracts

Deliveries to Buyer. Citizens shall, and shall cause Seller to deliver to Buyer: (a) bills of sale and instruments of assignment to the Acquired Assets, duly executed by Seller, substantially in the form of Exhibit B hereto and; (b) the consents to transfer, of all transferable or assignable Contracts, Intellectual Property, Permits (including Environmental Permits), to the extent specifically required hereunder; (c) title certificates to any motor vehicles included in the Acquired Assets, duly executed by Seller (together with any other transfer forms necessary to transfer title to such vehicles); (d) special warranty deeds of conveyance with respect to the parcels of Real Estate owned in fee simple by Seller (or, with respect to any such parcel which was acquired by Seller (or its predecessor in interest, in cases involving mergers) by deed without covenant or warranty of title, a quit claim deed without covenant or warranty of title) to Buyer, duly executed and acknowledged by Seller and in recordable form; (e) the Foreign Investment in Real Property Tax Act Certification and Affidavit for each parcel of Real Estate, duly executed by the Seller Parties (the "FIRPTA Affidavit"); (f) the certificates, opinions and other documents required to be delivered by the Seller Parties pursuant to Section 6.1 hereof and certified resolutions evidencing the authority of the Seller Parties as set forth in Section 3.2 hereof; (g) all agreements and other documents required by this Agreement; (h) a receipt for the payment of the Initial Cash Payment duly executed by Citizens; and

Deliveries to Buyer. Citizens shall, and PEI shall cause Seller to deliver to Buyer: (a) bills of sale and instruments of assignment to the Acquired Assets, duly executed by Seller, substantially in the form of Exhibit B hereto and; (b) the consents to transfer, of all transferable or assignable Contracts, Intellectual Property, Permits (including Environmental Permits), to the extent specifically required hereunder; (c) title certificates to any motor vehicles included in the Acquired Assets, duly executed by Seller (together with any other transfer forms necessary to transfer title to such vehicles); (d) special warranty one or more deeds of conveyance with respect to the parcels of Real Estate owned in fee simple by Seller (orto Buyer, with respect to any such parcel which was acquired by Seller (or its predecessor in interest, in cases involving mergers) by deed without covenant or warranty of title, a quit claim deed without covenant or warranty of title) to Buyer, duly executed and acknowledged by Seller and in recordable form, each substantially in the form of Exhibit C hereto; (e) the Foreign Investment in Real Property Tax Act Certification and Affidavit for each parcel of Real Estate, duly executed by the Seller Parties Parties, substantially in the form of Exhibit D hereto (the "FIRPTA Affidavit"); (f) the certificates, opinions and other documents required to be delivered by the PEI and Seller Parties pursuant to Section 6.1 hereof and certified resolutions evidencing the authority of the Seller Parties as set forth in Section 3.2 hereof; (g) all agreements and other documents required by this Agreement; (h) a receipt for the payment of the Initial Cash Payment duly executed by CitizensSeller; (i) all such other instruments of conveyance as shall, in the reasonable opinion of Buyer and its counsel, be necessary to transfer to Buyer the Acquired Assets in accordance with this Agreement and where necessary or desirable, in recordable form; (j) a lease of that portion of the Common Plant Assets which Buyer and Seller shall determine is reasonably required for the operation of the Business, substantially on terms set forth in Exhibit E; and (k) the Operating Easement duly executed by Seller.

Deliveries to Buyer. Citizens shall, and shall cause Seller to deliver to Buyer: (a) bills of sale and instruments of assignment to the Acquired Assets, duly executed by Seller, substantially in the form of Exhibit B hereto and; (b) the consents to transfer, of all transferable or assignable Contracts, Intellectual Property, Permits (including Environmental Permits), to the extent specifically required hereunder; (c) title certificates to any motor vehicles included in the Acquired Assets, duly executed by Seller (together with any other transfer forms necessary to transfer title to such vehicles); (d) special warranty deeds of conveyance with respect to the parcels of Real Estate owned in fee simple by Seller (or, with respect to any such parcel which was acquired by Seller (or its predecessor in interest, in cases involving mergers) by deed without covenant or warranty of title, a quit claim deed without covenant or warranty of title) to Buyer, duly executed and acknowledged by Seller and in recordable form; (e) the Foreign Investment in Real Property Tax Act Certification and Affidavit for each parcel of Real Estate, duly executed by the Seller Parties (the "FIRPTA Affidavit"); (f) the certificates, opinions and other documents required to be delivered by the Seller Parties pursuant to Section 6.1 hereof and certified resolutions evidencing the authority of the Seller Parties as set forth in Section 3.2 hereof; (g) all agreements and other documents required by this Agreement; (h) a receipt for the payment of the Initial Cash Payment duly executed by Citizens; and (i) all such other instruments of conveyance as shall, in the reasonable opinion of Buyer and its counsel, be necessary to transfer to Buyer the Acquired Assets in accordance with this Agreement and where necessary or desirable, in recordable form.

Deliveries to Buyer. Citizens shall, and shall Sellers will deliver or cause Seller to deliver be ------------------- delivered to Buyer: (ai) bills assignments of all transferable or assignable Contracts, Intellectual Property, Permits (including Environmental Permits), and warranties relating to the Acquired Assets, each duly executed and, where necessary or desirable, in recordable form substantially in the form of Exhibit B hereto (the --------- "Assignment and Assumption Agreement") ----------------------------------- (ii) a xxxx of sale and instruments instrument of assignment to the Acquired Assets, duly executed by Seller, substantially in the form of Exhibit B C hereto and;--------- (the "Xxxx of Sale"); ------------ (biii) a Transition Services Agreement, in the consents to transferform attached hereto as Exhibit D, of all transferable or assignable Contracts, Intellectual Property, Permits (including Environmental Permits), to the extent specifically required hereunder;duly executed by Seller; --------- (civ) title certificates to any motor vehicles or other certificated assets included in the Acquired Assets, duly executed by Seller Sellers (together with any other transfer forms necessary to transfer title to such vehicles); (dv) special general warranty deeds of conveyance with respect to for the parcels of Real Estate owned in fee simple by Seller (or, with respect to any such parcel which was acquired by Seller (or its predecessor in interest, in cases involving mergers) by deed without covenant or warranty of title, a quit claim deed without covenant or warranty of title) to BuyerSellers, duly executed and acknowledged by Seller Sellers and in recordable form, each substantially in the form of Exhibit E hereto; --------- (vi) general warranty assignments for all Leasehold Property Leases (as defined in Section 2.11) duly executed and acknowledged by Sellers and in recordable form, each substantially in the form of Exhibit F hereto; --------- (vii) a Sahagun Supply Agreement, in the form attached as Exhibit G hereto, duly executed by Sellers; --------- (viii) a Manganese Track Castings Supply Agreement, in the form attached as Exhibit H hereto, duly executed by Sellers; --------- (ix) the Estoppel Certificates and consents and/or waivers described in Section 6.10(c), duly executed by the lessor(s) under the Leasehold Property Leases; (ex) a duly endorsed power of attorney from Sellers as contemplated by Section 6.4 hereof; (xi) the Foreign Investment in Real Property Tax Act Certification and Affidavit for each parcel of Real EstateAffidavit, duly executed by Sellers, substantially in the Seller Parties form of Exhibit I hereto (the "FIRPTA Affidavit");; --------- ---------------- (fxii) the certificates, opinions and other documents required to be delivered by the Seller Parties Sellers pursuant to Section 6.1 5.1 hereof and certified resolutions evidencing the authority of the Seller Parties Sellers as set forth in Section 3.2 2.2 hereof; (gxiii) all agreements agreements, records and other documents required by this Agreement; (hxiv) a receipt for the payment of the Initial Cash Payment Consideration duly executed by CitizensSellers; and (xv) all such other instruments of conveyance as shall, in the reasonable opinion of Buyer and its counsel, be necessary to vest in Buyer good, valid and marketable title to the Acquired Assets in accordance with Section 1.1 hereof, including time-stamped instruments and releases, in form and substance satisfactory to Buyer, evidencing release and removal of all Liens on the Acquired Assets other than Permitted Exceptions, standard owner's affidavits required by Buyer's title insurance company, and any required transfer tax documents.

Deliveries to Buyer. Citizens shall, and Seller shall cause Seller to deliver to Buyer: (ai) bills the Escrow Agreement, duly executed by Seller; (ii) the Noncompetition Agreement substantially in the form of sale Exhibit C hereto (the "Noncompetition Agreement"), duly executed by Seller; (iii) general warranty assignments for all Leasehold Property (as defined in Section 2.10) duly executed and instruments acknowledged by Seller, each substantially in the form of assignment to Exhibit D hereto; (iv) the Acquired AssetsForeign Investment in Real Property Tax Act Certification and Affidavit, duly executed by Seller, substantially in the form of Exhibit B E hereto and(the "FIRPTA Affidavit"); (bv) an opinion of counsel to Seller, substantially in the consents to transfer, form of all transferable or assignable Contracts, Intellectual Property, Permits (including Environmental Permits), to the extent specifically required hereunderExhibit F hereto; (cvi) the Purchased IP, by electronic means reasonably acceptable to Buyer; (vii) evidence of the consent and approval of third parties for the Contracts set forth on Schedule 1.7(a)(vii); (viii) title certificates to any motor vehicles included in the Acquired Assets, duly executed by Seller (together with any other transfer forms necessary to transfer title to such vehicles); (d) special warranty deeds of conveyance with respect to the parcels of Real Estate owned in fee simple by Seller (or, with respect to any such parcel which was acquired by Seller (or its predecessor in interest, in cases involving mergers) by deed without covenant or warranty of title, a quit claim deed without covenant or warranty of title) to Buyer, duly executed and acknowledged by Seller and in recordable form; (e) the Foreign Investment in Real Property Tax Act Certification and Affidavit for each parcel of Real Estate, duly executed by the Seller Parties (the "FIRPTA Affidavit"); (f) the certificates, opinions and other documents required to be delivered by the Seller Parties pursuant to Section 6.1 hereof and certified resolutions evidencing the authority of the Seller Parties as set forth in Section 3.2 hereof; (gix) all agreements agreements, records and other documents required by this Agreement; (hx) a receipt for the payment of the Initial Cash Payment Closing Date Payment, duly executed by Citizens; andSeller; (xi) all such other instruments of conveyance as shall, in the reasonable opinion of Buyer, be necessary to vest in Buyer good, valid and marketable title to the Acquired Assets in accordance with Section 1.1 hereof, including evidence of release and removal of all Liens on the Acquired Assets.

Deliveries to Buyer. Citizens shall, and Seller shall cause Seller to deliver to Buyer:: ------------------- (ai) bills of sale and instruments of assignment assignment, in forms reasonably satisfactory to Seller and Buyer, to evidence the transfer to Buyer of the Acquired AssetsAssets (other than the Owned Real Property) in accordance herewith, duly executed by Seller, substantially in the form of Exhibit B hereto and; (bii) the consents to transfer, the transfer of all transferable or assignable Contracts, Intellectual Property, Contracts and Permits (including Environmental Permits), requiring such consent to the extent specifically required hereunderobtained prior to the Closing; (ciii) title certificates to any motor vehicles included in the Acquired Assets, duly executed by Seller (together with any other transfer forms necessary to transfer title to such vehicles); (div) special one or more limited warranty deeds of conveyance with respect to Buyer of the Owned Real Property, in forms reasonably satisfactory to Seller and Buyer, sufficient to transfer to Buyer good, marketable and insurable fee simple title (subject only to the parcels of Real Estate owned in fee simple by Seller (or, with respect to any such parcel which was acquired by Seller (or its predecessor in interest, in cases involving mergers) by deed without covenant or warranty of title, a quit claim deed without covenant or warranty of titlePermitted Liens) to Buyerthe Owned Real Property in accordance herewith, duly executed and acknowledged by Seller and in recordable form; (e) ; such deeds shall conform to the Foreign Investment in Real Property Tax Act Certification and Affidavit for each parcel of Real Estate, duly executed by the Seller Parties (the "FIRPTA Affidavit"); (f) the certificates, opinions and other documents required to be delivered by the Seller Parties pursuant to Section 6.1 hereof and certified resolutions evidencing the authority applicable Laws of the State of Louisiana and shall include a warranty of title covering acts of Seller Parties as set forth in Section 3.2 hereof; (g) all agreements substantially equivalent to a New York bargain and other documents sale deed with covenant against grantor's acts; or if required by Section 5.9(b), the Triple Net Lease, Seller Mortgage and appropriate amendments to this Agreement; (hv) U.C.C. termination statements in recordable form and other appropriate releases, in form and substance reasonably satisfactory to Buyer, with respect to all recorded Liens on the Acquired Assets (other than Permitted Liens with respect to the Acquired Real Property); (vi) a receipt for the payment of the Initial Cash Payment duly executed by CitizensSeller; (vii) the Foreign Investment in Real Property Tax Act Certificate, in form reasonably satisfactory to Buyer, duly executed by Seller (the "FIRPTA Certificate"); (viii) the certificate required to be delivered by Seller pursuant to Section 6.1(a) and the certified resolutions evidencing the authority of Seller as set forth in Section 3.2; (ix) a certificate executed by a senior executive officer of Seller certifying as to, and setting forth, the Initial Railcar Number; (x) all such other documents (including affidavits of title and the Cross Easement Agreement) and instruments of conveyance as shall be reasonably necessary to transfer to Buyer the Acquired Assets in accordance herewith and to obtain the title insurance referred to in Section 6.1(f) duly executed by Seller and, where necessary or appropriate, in recordable form; and (xi) possession of the Acquired Assets.