Common use of Deliveries to the Buyer Clause in Contracts

Deliveries to the Buyer. At the Closing, the Seller or the applicable Owner, as indicated, shall deliver or cause to be delivered to or for the benefit of the Buyer, in the case of documents, duly executed by each applicable party, the following: (i) a xxxx of sale and instrument of assignment to the Acquired Assets (other than Real Property, the transfer of which will be effected in accordance with subclause (v) below), duly executed by the Seller, substantially in the form of Exhibit B hereto; (ii) (A) assignments of all transferable or assignable Contracts, Seller Intellectual Property, Permits (including Environmental Permits and pending applications therefor), and warranties relating to the Acquired Assets, each duly executed and, where reasonably requested by the Buyer, in recordable form substantially in the form of Exhibit C hereto, provided that, at and following the Closing, Seller shall also execute or cause to be executed any additional assignment forms furnished by Buyer and reasonably necessary for Buyer to record the assignment of Seller Intellectual Property registered, issued, or pending in other jurisdictions with the appropriate intellectual property offices or Governmental Authorities, (B) the Assignment and Assumption Agreements with respect to the rail car leases, duly executed by the Seller, substantially in the forms of Exhibit M hereto and (C) an assignment and assumption agreement with respect to the supply of phosphoric acid to Solutia under the Master Supply Agreement dated as of April 1, 2000, by and among FMC, Solutia and Astaris that is in form and substance reasonably satisfactory to the Buyer, the Seller and Solutia, duly executed by the parties thereto; (iii) the Transition Services Agreement, duly executed by the Seller and each of the Owners, substantially in the form attached hereto as Exhibit D; (iv) title certificates to any motor vehicles included in the Acquired Assets, duly executed by the Seller (together with any other transfer forms necessary to transfer title to such vehicles); (v) deed for transfer of the Owned Real Property in the form attached hereto as Exhibit E in recordable form, conveying insurable fee simple title to the Owned Real Property, free and clear of all Encumbrances except Permitted Encumbrances; (vi) assignments for all Leased Real Property Leases duly executed and acknowledged by the Seller and in recordable form, each substantially in the form of Exhibit F hereto; (vii) such affidavits of title or other certifications as shall be reasonably required by the Title Company to insure the Buyer’s title to the Real Property as set forth in Section 7.20, and to provide affirmative endorsements for no mechanics’ liens; (viii) copies of the Initial Relief Order and the Approval Order as certified by the clerk or other appropriate representative of the Bankruptcy Court; (ix) Estoppel Certificates from landlords with respect to the Leased Real Property, to the extent the landlord is required to furnish an Estoppel Certificate under the Lease or such certificate is otherwise obtained; (x) subordination, non-disturbance and attornment agreements and recognition agreements from mortgagees and prime landlords holding Encumbrances on Owned Real Property or Leased Real Property included in the Acquired Assets; (xi) an acknowledgement from the Seller of receipt of the Initial Purchase Price; (xii) the Carteret Agreement, substantially in the form attached as Exhibit G, duly executed by the parties thereto; (xiii) copies of the resolutions of the board of directors of each Owner and the Seller authorizing and approving this Agreement and the Transaction Documents to which such Owner or the Seller is a party and the transactions contemplated hereby and thereby, certified by the respective corporate secretary of such Owner or the Seller to be true and complete and in full force and effect and unmodified as of the Closing Date; (xiv) evidence of the release of the Encumbrances on the Acquired Assets listed in Section 1.3(b)(xiv) of the Disclosure Schedule; (xv) the Consents listed in Section 6.4 of the Disclosure Schedule; (xvi) the certificate required by Section 6.3 hereof; (xvii) a certificate, in form and substance required under Section 1445 of the Code and the Treasury Regulations thereunder, stating under penalties of perjury that Astaris is not a foreign person; (xviii) the Escrow Agreement and Sauget Supply Agreement; (xix) such other Transaction Documents to which the Seller or such Owner is a party; (xx) certificates (or local equivalent) representing all of the Equity Interests of Astaris Brasil, Astaris Canada and Astaris Europe and 44.25% of Fosbrasil (in each case to the extent such Equity Interests are certificated or there is a local equivalent in use), duly endorsed in blank or with duly executed stock powers attached, in proper form for transfer and with required transfer stamps, if any, affixed; (xxi) all such other instruments of conveyance as shall be necessary to vest in the Buyer good, valid, marketable (as to the Real Property) and insurable title to the Acquired Assets in accordance with Section 1.1 hereof; and (xxii) such other documents and certificates required to be delivered by the Seller or the Owners pursuant to the terms of this Agreement.

Deliveries to the Buyer. At the Closing, the Seller KM Member or the applicable OwnerCompany, as indicatedis appropriate, shall deliver deliver, or shall cause to be delivered delivered, to or for the benefit of the Buyer, in the case of documents, duly executed by each applicable party, Buyer the following: (ia) a xxxx the SoCo Interests and any and all necessary documentation evidencing the authorized sale of sale and instrument of assignment the SoCo Interest by the KM Member to the Acquired Assets (other than Real Property, the transfer of which will be effected Buyer in accordance with subclause the terms hereof; (vb) belowa certificate of an authorized officer of the KM Member dated as of the Closing Date, (i) setting forth resolutions of the sole member of the KM Member authorizing the consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date, and (ii) certifying that the conditions set forth in Sections 8.1(b) and 8.1(c) have been satisfied or waived in writing by the Buyer; (c) a certificate of existence of the Company and each Subsidiary from the secretary of state of each state in which they are organized and a certificate of the good standing of the Company and each Subsidiary from each state in which they are organized, and a certificate of qualification of the Company and each Subsidiary as a foreign entity authorized to do business in each state in which they are so qualified, in each case dated as of a date not earlier than 10 days prior to the Closing Date; (d) evidence reasonably satisfactory to the Buyer of receipt of all notices, consents and waivers referenced on Schedules 4.4 and 5.3; (e) evidence reasonable satisfactory to the Buyer of the release of any and all Liens, if any, arising from or relating to the KM Member or its Affiliates (excluding the Company and the Subsidiaries) and upon the Member Interests or the assets of the Company or any Subsidiary; (f) a certification of non-foreign status of the KM Member (or, if the KM Member is disregarded for Tax purposes, its regarded owner) in the form prescribed by Treasury Regulation Section 1.1445-2(b)(2); (g) the Amended and Restated LLC Agreement, duly executed by the SellerKM Member; (h) the O&M Agreement, duly executed by the Company and Operator; (i) the Releases of Guarantor substantially in the form of Exhibit B hereto; (ii) A, duly executed by Barclays Bank PLC, as administrative agent, releasing (A) assignments the Guarantee Agreement dated as of all transferable or assignable ContractsNovember 26, Seller Intellectual Property2014 among the Company, Permits (including Environmental Permits the other guarantors party thereto and pending applications therefor)Barclays Bank PLC, as Administrative Agent, and warranties relating to the Acquired Assets, each duly executed and, where reasonably requested by the Buyer, in recordable form substantially in the form of Exhibit C hereto, provided that, at and following the Closing, Seller shall also execute or cause to be executed any additional assignment forms furnished by Buyer and reasonably necessary for Buyer to record the assignment of Seller Intellectual Property registered, issued, or pending in other jurisdictions with the appropriate intellectual property offices or Governmental Authorities, (B) the Assignment and Assumption Agreements with respect to the rail car leases, duly executed by the Seller, substantially in the forms of Exhibit M hereto and (C) an assignment and assumption agreement with respect to the supply of phosphoric acid to Solutia under the Master Supply Guarantee Agreement dated as of April 1January 26, 2000, by and 2016 among FMC, Solutia and Astaris that is in form and substance reasonably satisfactory to the BuyerCompany, the Seller other guarantors party thereto and SolutiaBarclays Bank PLC, duly executed by the parties theretoas Administrative Agent; (iiij) the Transition Services Agreement, duly executed by the Seller and each a certificate of an authorized officer of the Owners, substantially in the form attached hereto as Exhibit D; (iv) title certificates to any motor vehicles included in the Acquired Assets, duly executed by the Seller (together with any other transfer forms necessary to transfer title to such vehicles); (v) deed for transfer of the Owned Real Property in the form attached hereto as Exhibit E in recordable form, conveying insurable fee simple title to the Owned Real Property, free and clear of all Encumbrances except Permitted Encumbrances; (vi) assignments for all Leased Real Property Leases duly executed and acknowledged by the Seller and in recordable form, each substantially in the form of Exhibit F hereto; (vii) such affidavits of title or other certifications as shall be reasonably required by the Title Company to insure the Buyer’s title to the Real Property as set forth in Section 7.20, and to provide affirmative endorsements for no mechanics’ liens; (viii) copies of the Initial Relief Order and the Approval Order as certified by the clerk or other appropriate representative of the Bankruptcy Court; (ix) Estoppel Certificates from landlords with respect to the Leased Real Property, to the extent the landlord is required to furnish an Estoppel Certificate under the Lease or such certificate is otherwise obtained; (x) subordination, non-disturbance and attornment agreements and recognition agreements from mortgagees and prime landlords holding Encumbrances on Owned Real Property or Leased Real Property included in the Acquired Assets; (xi) an acknowledgement from the Seller of receipt of the Initial Purchase Price; (xii) the Carteret Agreement, substantially in the form attached as Exhibit G, duly executed by the parties thereto; (xiii) copies of the resolutions of the board of directors of each Owner and the Seller authorizing and approving this Agreement and the Transaction Documents to which such Owner or the Seller is a party and the transactions contemplated hereby and thereby, certified by the respective corporate secretary of such Owner or the Seller to be true and complete and in full force and effect and unmodified KM Member dated as of the Closing Date; (xiv) evidence Date certifying that the Company and the Subsidiaries have been released from each of the release of the Encumbrances on the Acquired Assets listed in Section 1.3(b)(xiv) of the Disclosure Schedule; (xv) the Consents listed in Section 6.4 of the Disclosure Schedule; (xvi) the certificate required by Section 6.3 hereof; (xvii) a certificate, in form and substance required under Section 1445 of the Code and the Treasury Regulations thereunder, stating under penalties of perjury that Astaris is not a foreign person; (xviii) the Escrow Agreement and Sauget Supply Agreement; (xix) such other Transaction Documents to which the Seller or such Owner is a party; (xx) certificates (or local equivalent) representing all of the Equity Interests of Astaris Brasil, Astaris Canada and Astaris Europe and 44.25% of Fosbrasil (in each case to the extent such Equity Interests are certificated or there is a local equivalent in use), duly endorsed in blank or with duly executed stock powers attached, in proper form for transfer and with required transfer stamps, if any, affixed; (xxi) all such other instruments of conveyance as shall be necessary to vest in the Buyer good, valid, marketable (as to the Real Property) and insurable title to the Acquired Assets in accordance with Section 1.1 hereofXxxxxx Xxxxxx Guarantees; and (xxiik) all other such other documents and certificates required to be delivered by instruments as the Seller or Buyer may reasonably request in furtherance of the Owners pursuant to consummation of the terms of this Agreementtransactions contemplated hereby.

Deliveries to the Buyer. At the Closing, the Seller or the ----------------------- applicable Owner, as indicated, shall deliver or cause to be delivered to or for the benefit of the Buyer, in the case of documents, duly executed by each applicable party, the following: (i) a xxxx of sale and instrument of assignment to the Acquired Assets (other than Real Property, the transfer of which will be effected in accordance with subclause (v) below), duly executed by the Seller, substantially in the form of Exhibit B hereto;; --------- (ii) (A) assignments of all transferable or assignable Contracts, Seller Intellectual Property, Permits (including Environmental Permits and pending applications therefor), and warranties relating to the Acquired Assets, each duly executed and, where reasonably requested by the Buyer, in recordable form substantially in the form of Exhibit C hereto, provided that, at and --------- -------- following the Closing, Seller shall also execute or cause to be executed any additional assignment forms furnished by Buyer and reasonably necessary for Buyer to record the assignment of Seller Intellectual Property registered, issued, or pending in other jurisdictions with the appropriate intellectual property offices or Governmental Authorities, (B) the Assignment and Assumption Agreements with respect to the rail car leases, duly executed by the Seller, substantially in the forms of Exhibit M hereto and (C) an assignment --------- and assumption agreement with respect to the supply of phosphoric acid to Solutia under the Master Supply Agreement dated as of April 1, 2000, by and among FMC, Solutia and Astaris that is in form and substance reasonably satisfactory to the Buyer, the Seller and Solutia, duly executed by the parties thereto; (iii) the Transition Services Agreement, duly executed by the Seller and each of the Owners, substantially in the form attached hereto as Exhibit D;; --------- (iv) title certificates to any motor vehicles included in the Acquired Assets, duly executed by the Seller (together with any other transfer forms necessary to transfer title to such vehicles); (v) deed for transfer of the Owned Real Property in the form attached hereto as Exhibit E in recordable form, conveying --------- insurable fee simple title to the Owned Real Property, free and clear of all Encumbrances except Permitted Encumbrances; (vi) assignments for all Leased Real Property Leases duly executed and acknowledged by the Seller and in recordable form, each substantially in the form of Exhibit F hereto;; --------- (vii) such affidavits of title or other certifications as shall be reasonably required by the Title Company to insure the Buyer’s 's title to the Real Property as set forth in Section 7.20, and to provide affirmative endorsements for no mechanics’ ' liens; (viii) copies of the Initial Relief Order and the Approval Order as certified by the clerk or other appropriate representative of the Bankruptcy Court; (ix) Estoppel Certificates from landlords with respect to the Leased Real Property, to the extent the landlord is required to furnish an Estoppel Certificate under the Lease or such certificate is otherwise obtained; (x) subordination, non-disturbance and attornment agreements and recognition agreements from mortgagees and prime landlords holding Encumbrances on Owned Real Property or Leased Real Property included in the Acquired Assets; (xi) an acknowledgement from the Seller of receipt of the Initial Purchase Price; (xii) the Carteret Agreement, substantially in the form attached as Exhibit G, duly executed by the parties thereto;; --------- (xiii) copies of the resolutions of the board of directors of each Owner and the Seller authorizing and approving this Agreement and the Transaction Documents to which such Owner or the Seller is a party and the transactions contemplated hereby and thereby, certified by the respective corporate secretary of such Owner or the Seller to be true and complete and in full force and effect and unmodified as of the Closing Date; (xiv) evidence of the release of the Encumbrances on the Acquired Assets listed in Section 1.3(b)(xiv) of the Disclosure Schedule; (xv) the Consents listed in Section 6.4 of the Disclosure Schedule; (xvi) the certificate required by Section 6.3 hereof; (xvii) a certificate, in form and substance required under Section 1445 of the Code and the Treasury Regulations thereunder, stating under penalties of perjury that Astaris is not a foreign person; (xviii) the Escrow Agreement and Sauget Supply Agreement; (xix) such other Transaction Documents to which the Seller or such Owner is a party; (xx) certificates (or local equivalent) representing all of the Equity Interests of Astaris Brasil, Astaris Canada and Astaris Europe and 44.25% of Fosbrasil (in each case to the extent such Equity Interests are certificated or there is a local equivalent in use), duly endorsed in blank or with duly executed stock powers attached, in proper form for transfer and with required transfer stamps, if any, affixed; (xxi) all such other instruments of conveyance as shall be necessary to vest in the Buyer good, valid, marketable (as to the Real Property) and insurable title to the Acquired Assets in accordance with Section 1.1 hereof; and (xxii) such other documents and certificates required to be delivered by the Seller or the Owners pursuant to the terms of this Agreement.

Deliveries to the Buyer. At the Closing, the Seller or the applicable Owner, as indicated, The Sellers shall deliver or cause to be have delivered to or for the benefit of the Buyer, in the case of documents, duly executed by each applicable party, the following: (ia) a xxxx of sale and instrument of assignment to the Acquired Assets Good Standing Certificates described in Section 7.3 (other than Real Property, the transfer of which will be effected in accordance with subclause a) (v) belowiii), duly executed by the Seller, substantially in the form of Exhibit B hereto; (iib) (A) assignments of all transferable one or assignable Contractsmore Officer's Certificates, Seller Intellectual Property, Permits (including Environmental Permits and pending applications therefor), and warranties relating to the Acquired Assets, each duly executed and, where reasonably requested by the Buyer, in recordable form substantially in the form of Exhibit C hereto, provided that, at and following the Closing, Seller shall also execute or cause to be executed any additional assignment forms furnished by Buyer and reasonably necessary for Buyer to record the assignment of Seller Intellectual Property registered, issued, or pending in other jurisdictions with the appropriate intellectual property offices or Governmental Authorities, (B) the Assignment and Assumption Agreements with respect to the rail car leases, duly executed by the Seller, substantially in the forms of Exhibit M hereto and (C) an assignment and assumption agreement with respect to the supply of phosphoric acid to Solutia under the Master Supply Agreement dated as of April 1the Consum -mation Date, 2000, by and among FMC, Solutia and Astaris that is in form and substance reasonably satisfactory to the Buyer, certifying: (i) that the conditions set forth in each of the provisions of Section 6.1, 6.2 and 6.3 of this Agreement have been satisfied in full; (ii) that the resolutions of the Acquired Company's Board of Directors (a copy of which shall be attached to the Certificate) authorizing the execution, delivery and performance of the Seller Transaction Documents and Solutia, duly executed by the parties theretotransactions contemplated hereby have been approved and adopted; (iii) the Transition Services Agreement, duly executed by the Seller Articles of Incorporation and each bylaws of the Owners, substantially in the form attached hereto as Exhibit DAcquired Company; (iv) title certificates to any motor vehicles included in a Certificates of Good Standing of the Acquired Assets, duly Company (copies of which shall be attached to the Certificate and which shall not be dated more than 30 days prior to Consummation) issued by the Secretary of State of California and by the Secretaries of State of the states in which the Acquired Company is required to be qualified to do business; and (v) a certificate of incumbency executed by the Seller secretary and each of the officers of the Acquired Company executing this Agreement and the documents delivered hereunder; (together with c) resignations, effective as of the Consummation Date, of all officers and directors of the Acquired Company, except as otherwise agreed upon in writing by the Parties; (d) an opinion of (LEGAL COUNSEL), P.A., counsel for the Sellers, in form and substance satisfactory to the Buyer and its counsel, to the effect that: (i) the Acquired Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California, is duly qualified to do business in all jurisdictions where failure to do so would result in a Material Adverse Effect on the Acquired Company; (ii) the Acquired Company has power to own all of its properties and assets and to carry on its business as it is being conducted at the date of this Agreement and at the Consummation Date; (iii) the Acquired Company has no subsidiaries; (iv) the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate the Acquired Company's articles of incorporation or bylaws or the provisions of any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree of which such counsel has knowledge, to which the Acquired Company or any of the Shareholders is a party or by which it or any of them is bound, or violate any other transfer forms necessary restriction of any kind or character to transfer title to which the Acquired Company or any of the Shareholders is subject of which such vehicles)counsel has knowledge; (v) deed for transfer the Acquired Company has an authorized capitalization consisting of 826,021 Class A common stock and 54,880 Class B common stock, no par value, all of which shares are issued and out standing to the Owned Real Property Shareholders as set forth in Section 1.1, all of which are fully paid and non-assessable; (vi) to the best of counsel's knowledge, the Acquired Company has good and marketable title to all of its properties and assets, free of any mortgage, pledge, lien, conditional sale agreement, encumbrance or charge except as otherwise provided herein; (vii) such counsel has no knowledge of, and does not have any reasonable grounds to know of, any litigation, proceeding or governmental investigation pending or threatened against or relating to the Acquired Company, or its properties, or the transactions contemplated by this Agreement or any legal impediment to the continued operation and use by the Acquired Company in the form attached hereto as Exhibit E in recordable formordinary course of its business of its properties and assets; (viii) to the best of counsel's knowledge, conveying insurable fee simple the Shareholders have good and marketable title to the Owned Real PropertyAcquired Company Shares, free and clear of all Encumbrances except Permitted Encumbrances; (vi) assignments for all Leased Real Property Leases duly executed liens, charges and acknowledged by encumbrances, and they have full power and authority to sell, assign and transfer the Seller and in recordable form, each substantially in the form of Exhibit F hereto; (vii) such affidavits of title or other certifications as shall be reasonably required by the Title Acquired Company to insure the Buyer’s title Shares to the Real Property Buyer as set forth provided in Section 7.20, and to provide affirmative endorsements for no mechanics’ liens; (viii) copies of the Initial Relief Order and the Approval Order as certified by the clerk or other appropriate representative of the Bankruptcy Court;this Agreement, (ix) Estoppel Certificates from landlords this Agreement has been duly executed and delivered by the Sellers and constitutes the legal, valid and binding obligation of the Sellers, enforceable in accordance with respect to the Leased Real Property, to the extent the landlord is required to furnish an Estoppel Certificate under the Lease or such certificate is otherwise obtained;its terms; and (x) subordination, non-disturbance and attornment agreements and recognition agreements from mortgagees and prime landlords holding Encumbrances on Owned Real Property including such other matters incident to the transactions contemplated herein as the Buyer or Leased Real Property included in the Acquired Assetsits counsel may reason -ably request; (xie) an acknowledgement from at least two weeks prior to the Seller Consummation Date, lien searches dated not more than 30 days prior to the Consummation Date showing all UCC-1 financing statements filed with any filing offices wherein the Acquired Company is named a debtor, all federal, state or local tax liens filed against the Acquired Company, all recorded mortgages naming the Acquired Company as a mortgagor, all unsatisfied judgments naming the Acquired Company as a judgment debtor and all pending litigation in which the Acquired Company is a defendant, all of receipt which shall be released or terminated prior to or at the Consummation. The expense of lien searches shall be shared by the Initial Purchase Price;Buyer and the Sellers. (xiif) the Carteret Agreement, substantially in the form attached as Exhibit G, duly executed by the parties thereto; (xiii) copies of the resolutions of the board of directors of each Owner and the Seller authorizing and approving this Agreement and the Transaction Documents to which such Owner or the Seller is a party and the transactions contemplated hereby and thereby, certified by the respective corporate secretary of such Owner or the Seller to be true and complete and in full force and effect and unmodified as of the Closing Date; (xiv) evidence of the release of the Encumbrances on the Acquired Assets listed Lease Agreements referenced in Section 1.3(b)(xiv) of the Disclosure Schedule; (xv) the Consents listed in Section 6.4 of the Disclosure Schedule; (xvi) the certificate required by Section 6.3 hereof; (xvii) a certificate1.3, in form and substance required under Section 1445 of the Code and the Treasury Regulations thereunder, stating under penalties of perjury that Astaris is not a foreign person; (xviii) the Escrow Agreement and Sauget Supply Agreement; (xix) such other Transaction Documents to which the Seller or such Owner is a party; (xx) certificates (or local equivalent) representing all of the Equity Interests of Astaris Brasil, Astaris Canada and Astaris Europe and 44.25% of Fosbrasil (in each case to the extent such Equity Interests are certificated or there is a local equivalent in use), duly endorsed in blank or with duly executed stock powers attached, in proper form for transfer and with required transfer stamps, if any, affixed; (xxi) all such other instruments of conveyance as shall be necessary to vest in the Buyer good, valid, marketable (as to the Real Property) and insurable title to the Acquired Assets in accordance with Section 1.1 hereof; and (xxii) such other documents and certificates required to be delivered by the Seller or the Owners pursuant to the terms of this Agreementabove.