Common use of Items to be Delivered by Purchaser Clause in Contracts

Items to be Delivered by Purchaser. At the Closing, Purchaser shall deliver to Seller: (a) An Assignment and Assumption Agreement substantially in the form of Exhibit 2 hereto. (b) A Bill of Sale substantially in the form of Exhibit 3 hereto. (x) An opinion of Purchaser's counsel, dated the Closing Date, to the effect that: (i) Purchaser has duly and validly authorized, executed and delivered this Agreement, and this Agreement is the valid and binding obligation of Purchaser, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; (ii) Purchaser has been duly organized and is validly existing as a savings bank, in good standing under the laws of the State of New York, and Purchaser has full corporate power to enter into and perform its obligations under this Agreement; (iii) Neither the execution and delivery of this Agreement nor its performance are restricted by or violate the Restated Organization Certificate of Purchaser or the By-laws of Purchaser; and (iv) To the best of such counsel's knowledge, all acts, proceedings and approvals required by law or this Agreement to be undertaken or obtained by Purchaser (including, without limitation, all regulatory approvals) at or prior to the Closing Date to authorize and complete the consummation of the transactions covered and contemplated hereby have been duly and validly taken. (d) Certificates signed by a duly authorized officer of Purchaser: (i) stating that the warranties and representations of Purchaser under Section 11 are true and correct as of the Closing Date or, if any such warranties and representations are not then true and correct, specifying the deficiency in reasonable detail; and (ii) stating that the covenants of Purchaser to be performed on or before the Closing Date have been duly performed and complied with in all material respects, or, if any such covenants have not been so performed or complied with, specifying the deficiency in reasonable detail. (e) Resolutions of Purchaser, certified by its Secretary or Assistant Secretary, authorizing the signing and delivery of this Agreement, and any documents, agreements or instruments to be executed by Purchaser pursuant to this Agreement, and the consummation and performance of the transactions contemplated hereby and thereby.

Items to be Delivered by Purchaser. At the Closing, Purchaser shall deliver (or shall cause the delivery) to SellerSellers of the following: (a) An the Closing Payment by wire transfer of immediately available funds (to such account or accounts as Sellers shall have specified to Purchaser at least 24 hours prior to the Closing); (b) the Purchaser Promissory Note duly executed by Purchaser; (c) the Assignment and Assumption Agreement duly executed by Purchaser; (d) the Transition Services Agreement duly executed by Purchaser; (e) the Patent Assignment duly executed by Purchaser; (f) the Trademark Assignment duly executed by Purchaser; (g) the Assignment and Assumption of Ground Lease Agreement executed by Purchaser, with all appropriate notarizations and certifications as required by the applicable Governmental Authority; (h) a certificate signed by a duly authorized representative of Purchaser and Guarantor certifying that the closing conditions set forth in Sections 11.3(a) and 11.3(b) have been satisfied; (i) certificates of an authorized officer of each of Purchaser and Guarantor to which is attached: (i) true and correct copies of the Organizational Documents of Purchaser or Guarantor, as applicable; (ii) true and correct copies of the resolutions of the board of directors of Purchaser or Guarantor, as applicable, respecting the transactions contemplated by this Agreement and the Ancillary Agreements; (iii) a certificate respecting the incumbency and true signatures of the officers of Purchaser or Guarantor, as applicable, who execute this Agreement and other transaction documents on behalf of Purchaser or Guarantor; and (iv) a certificate from the Secretary of State of the State (or jurisdiction) of formation or incorporation, as applicable, dated within 10 days of the Closing Date, with respect to the existence and good standing of Purchaser or Guarantor, as applicable. The certificates required pursuant to this Section 5.3(i) shall certify that the documents referred to in (i) and (ii) above and attached thereto are true and correct copies, have been duly and validly adopted and have not been amended or altered except as reflected therein; (j) the Security Agreement duly executed by Purchaser; (k) a mortgage substantially in the form of either Exhibit 2 hereto. (b) A Bill of Sale substantially in the form of N-1 or Exhibit 3 hereto. (x) An opinion of Purchaser's counsel, dated the Closing Date, to the effect that: (i) Purchaser has duly and validly authorized, executed and delivered this Agreement, and this Agreement is the valid and binding obligation of Purchaser, enforceable in accordance with its terms, subjectN-2, as applicable, hereto with respect to enforcementeach parcel of Purchased Real Property (collectively, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principlesthe “Mortgages”); (iil) Purchaser has been duly organized all documents required to perfect the security interest in the Collateral (as defined in the Security Agreement) pursuant to the Security Agreement, each in form and is validly existing as a savings banksubstance reasonably acceptable to ASARCO, in good standing under including documents required to perfect the laws pledge of the State of New York, Silver Xxxx Interests and Purchaser has full corporate power to enter into the security interest in the Patents and perform its obligations under this Agreement; (iii) Neither the execution and delivery of this Agreement nor its performance are restricted by or violate the Restated Organization Certificate of Purchaser or the By-laws of PurchaserTrademarks; and (ivm) To the best of such counsel's knowledge, all acts, proceedings and approvals required by law or this Agreement evidence reasonably satisfactory to be undertaken or obtained by Sellers that Purchaser (including, without limitation, all regulatory approvals) at or prior to the Closing Date to authorize and complete the consummation of the transactions covered and contemplated hereby have been duly and validly taken. (d) Certificates signed by a duly authorized officer of Purchaser: (i) stating that the warranties and representations of Purchaser under Section 11 are true and correct as of the Closing Date or, if any such warranties and representations are not then true and correct, specifying the deficiency in reasonable detail; and (ii) stating that the covenants of Purchaser to be performed on or before the Closing Date have been duly performed and has complied with its obligations set forth in all material respects, or, if any such covenants have not been so performed or complied with, specifying the deficiency in reasonable detailSection 8.9. (e) Resolutions of Purchaser, certified by its Secretary or Assistant Secretary, authorizing the signing and delivery of this Agreement, and any documents, agreements or instruments to be executed by Purchaser pursuant to this Agreement, and the consummation and performance of the transactions contemplated hereby and thereby.

Items to be Delivered by Purchaser. At the Closing, Purchaser shall deliver (or shall cause the delivery) to SellerSellers of the following: (a) An the Closing Payment by wire transfer of immediately available funds (to such account or accounts as Sellers shall have specified to Purchaser at least 24 hours prior to the Closing); (b) the Assignment and Assumption Agreement substantially in the form of Exhibit 2 hereto.duly executed by Purchaser; (bc) A Bill of Sale substantially in the form of Exhibit 3 hereto.Transition Services Agreement duly executed by Purchaser; (xd) An opinion the Patent Assignment duly executed by Purchaser; (e) the Trademark Assignment duly executed by Purchaser; (f) the Assignment and Assumption of Ground Lease Agreement executed by Purchaser's counsel, with all appropriate notarizations and certifications as required by the applicable Governmental Authority; (g) a certificate signed by a duly authorized representative of each of Purchaser and Purchaser Parent certifying that the closing conditions set forth in Sections 10.3(a) and 10.3(b) have been satisfied; Table of Contents (h) certificates of an authorized officer of each of Purchaser and Purchaser Parent to which is attached: (i) true and correct copies of the Organizational Documents of each Purchaser or Purchaser Parent, as applicable; (ii) true and correct copies of the resolutions of each of the board of directors of Purchaser or Purchaser Parent, as applicable, respecting the transactions contemplated by this Agreement and the Ancillary Agreements; (iii) a certificate respecting the incumbency and true signatures of the officers of Purchaser or Purchaser Parent, as applicable, who execute this Agreement and other transaction documents on behalf of Purchaser or Purchaser Parent; and (iv) a certificate from the Secretary of State of the State of formation or incorporation, as applicable, dated within 10 days of the Closing Date, with respect to the effect that: existence and good standing of Purchaser or Purchaser Parent, as applicable. The certificates required pursuant to this Section 4.3(h) shall certify that the documents referred to in (i) Purchaser has duly and validly authorized, executed and delivered this Agreement, and this Agreement is the valid and binding obligation of Purchaser, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; (ii) Purchaser has been duly organized above and is validly existing as a savings bankattached thereto are true and correct copies, in good standing under the laws of the State of New York, and Purchaser has full corporate power to enter into and perform its obligations under this Agreement; (iii) Neither the execution and delivery of this Agreement nor its performance are restricted by or violate the Restated Organization Certificate of Purchaser or the By-laws of Purchaser; and (iv) To the best of such counsel's knowledge, all acts, proceedings and approvals required by law or this Agreement to be undertaken or obtained by Purchaser (including, without limitation, all regulatory approvals) at or prior to the Closing Date to authorize and complete the consummation of the transactions covered and contemplated hereby have been duly and validly taken. (d) Certificates signed by a duly authorized officer of Purchaser:adopted and have not been amended or altered except as reflected therein; and (i) stating evidence reasonably satisfactory to Sellers that the warranties and representations of Purchaser under Section 11 are true and correct as of the Closing Date or, if any such warranties and representations are not then true and correct, specifying the deficiency in reasonable detail; and (ii) stating that the covenants of Purchaser to be performed on or before the Closing Date have been duly performed and has complied with its obligations set forth in all material respects, or, if any such covenants have not been so performed or complied with, specifying the deficiency in reasonable detailSection 7.9. (e) Resolutions of Purchaser, certified by its Secretary or Assistant Secretary, authorizing the signing and delivery of this Agreement, and any documents, agreements or instruments to be executed by Purchaser pursuant to this Agreement, and the consummation and performance of the transactions contemplated hereby and thereby.

Items to be Delivered by Purchaser. At Contemporaneously with the Closingexecution and delivery hereof, Purchaser shall deliver is delivering, or causing to Sellerbe delivered, to Sellers, Shareholders and/or the Escrow Agent, as the case may be, the following: (a) An Assignment and Assumption Agreement substantially in the form of Exhibit 2 hereto.The Cash Payment; (b) A Bill of Sale substantially in the form of Exhibit 3 hereto.The Escrow Payment; (xc) An opinion That certain instrument of Purchaser's counselassumption of liabilities of even date, dated by Purchaser for the Closing Date, benefit of Sellers with respect to the effect that:Assumed Payables, duly executed by Purchaser; (d) The Intellectual Property and Intangible Asset Assignment, duly executed by Purchaser; (e) The Assignment and Assumption Agreements, duly executed by Purchaser; (f) [intentionally omitted]; (g) [intentionally omitted]; (h) The Employment Agreements, duly executed by Purchaser; (i) Purchaser has The Air Tool Agreement, duly and validly authorizedexecuted by Purchaser; (j) The Socket Agreement, duly executed by Purchaser; The Escrow Agreement, duly executed by Purchaser; (k) Cranberry Sale Agreement, duly executed by Purchaser; (l) That certain Guarantee Agreement of even date (the “Guarantee Agreement”), by Guarantor in favor of Sellers; (m) The Punxsutawney Lease, duly executed by Purchaser; (n) The written opinion of counsel to Purchaser, of even date; (o) A certificate of even date, executed and delivered this Agreement, and this Agreement is the valid and binding obligation by a duly authorized officer of Purchaser, enforceable certifying and attaching (i) appropriate resolutions of the board of directors and the stockholders of Purchaser authorizing the execution of this Agreement and the related agreements and documents executed in accordance with its termsconnection herewith by Purchaser, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws the consummation of general applicability relating to or affecting creditors' rights the transactions contemplated hereby and to general equity principles; thereby; and (ii) Purchaser has been duly organized true and is validly existing as a savings bank, in good standing under the laws complete copies of the State of New York, and Purchaser has full corporate power to enter into and perform its obligations under this Agreement; (iii) Neither the execution and delivery of this Agreement nor its performance are restricted by or violate the Restated Organization Certificate of Purchaser or the Incorporation and By-laws of Purchaser; and (ivp) To the best A certificate of such counsel's knowledgeeven date, all acts, proceedings and approvals required by law or this Agreement to be undertaken or obtained by Purchaser (including, without limitation, all regulatory approvals) at or prior to the Closing Date to authorize and complete the consummation of the transactions covered and contemplated hereby have been duly and validly taken. (d) Certificates signed executed by a duly authorized officer of Purchaser: Guarantor, certifying and attaching (i) stating that the warranties and representations of Purchaser under Section 11 are true and correct as appropriate resolutions of the Closing Date or, if any such warranties board of directors of Guarantor authorizing the execution of the Guarantee Agreement by Guarantor; and representations are not then true and correct, specifying the deficiency in reasonable detail; and (ii) stating that the covenants of Purchaser to be performed on or before the Closing Date have been duly performed true and complied with in all material respects, or, if any such covenants have not been so performed or complied with, specifying the deficiency in reasonable detail. (e) Resolutions of Purchaser, certified by its Secretary or Assistant Secretary, authorizing the signing and delivery of this Agreement, and any documents, agreements or instruments to be executed by Purchaser pursuant to this Agreement, and the consummation and performance complete copies of the transactions contemplated hereby Certificate of Incorporation and therebyBy-laws of Guarantor.

Items to be Delivered by Purchaser. At Contemporaneously with the Closingexecution and delivery hereof, Purchaser shall deliver is delivering, or causing to be delivered, to Seller, the following: (a) An Assignment and Assumption Agreement substantially in the form of Exhibit 2 hereto.The Cash Payment; (b) A Bill That certain instrument of Sale substantially in assumption of liabilities of even date, by Purchaser for the form benefit of Exhibit 3 hereto.Seller with respect to the Assumed Payables, duly executed by Purchaser; (xc) An opinion The Seller Note; (d) The Intellectual Property and Intangible Asset Assignment, duly executed by Purchaser; (e) The Assignment and Assumption Agreements, duly executed by Purchaser; (f) The Assignments of Certifications, duly executed by Purchaser's counsel; (g) The Visador Consulting Agreement, dated the Closing Dateduly executed by Purchaser; (h) The Visador Management Agreement, to the effect that:duly executed by Purchaser; (i) Purchaser has The Virginia Sublease, duly and validly authorized, executed and delivered this Agreement, and this Agreement is the valid and binding obligation of by Purchaser, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; (iij) Purchaser has been The Texas Sublease, duly organized and is validly existing as a savings bank, in good standing under the laws of the State of New York, and Purchaser has full corporate power to enter into and perform its obligations under this Agreementexecuted by Purchaser; (iiik) Neither The Subordination Agreement, duly executed by Purchaser; (l) That certain Management Services Agreement of even date between Purchaser and Countrywide Hardware, Inc. (the execution and delivery of this Agreement nor its performance are restricted by or violate the Restated Organization Certificate of Purchaser or the By-laws of Purchaser“Countrywide Management Agreement”); and (ivm) To the best A certificate of such counsel's knowledgeeven date, all acts, proceedings and approvals required by law or this Agreement to be undertaken or obtained by Purchaser (including, without limitation, all regulatory approvals) at or prior to the Closing Date to authorize and complete the consummation of the transactions covered and contemplated hereby have been duly and validly taken. (d) Certificates signed executed by a duly authorized officer of Purchaser: , certifying and attaching (i) stating that the warranties and representations appropriate evidence of Purchaser under Section 11 are true and correct as of the Closing Date or, if any such warranties and representations are not then true and correct, specifying the deficiency in reasonable detail; and (ii) stating that the covenants of Purchaser to be performed on or before the Closing Date have been duly performed and complied with in all material respects, or, if any such covenants have not been so performed or complied with, specifying the deficiency in reasonable detail. (e) Resolutions of Purchaser, certified by its Secretary or Assistant Secretary, approval authorizing the signing and delivery execution of this Agreement, Agreement and any documents, the related agreements or instruments to be and documents executed in connection herewith by Purchaser pursuant to this AgreementPurchaser, and the consummation and performance of the transactions contemplated hereby and thereby; and (ii) true and complete copies of the Certificate of Formation and Operating Agreement (or equivalent documents) of Purchaser.