Common use of Seller’s Deliverables Clause in Contracts

Seller’s Deliverables. On or prior to the date hereof (the Closing Date) Seller has delivered to (or caused to be delivered to) Buyer: (a) A good standing certificate and certified charter documents of each Project Company and Seller, each of recent date, from the Secretary of State of the State of New York; (b) Copies of the resolutions of the member or managers of Seller, certified by the secretary of Seller, as to the authorization of this Agreement, the Seller Documents and all of the transactions contemplated hereby, and the operating agreement of each Project Company, certified by an appropriate officer of each Project Company; (c) Copies of, all the Seller Approvals required under this Agreement, by any Governmental Authority, pursuant to any Contract or required by any Law in order to execute and deliver this Agreement and to perform its obligations hereunder, including the consents and approvals set forth on Schedule 3.6, which Seller Approvals and consents do not contain any conditions that could adversely and materially affect Buyer or any Project Company and all waiting periods required by any Law shall have expired; (d) A notarized Assignment with respect to the Membership Interests in the form of Exhibit A; (e) All instruments and documents necessary to evidence the release of all Encumbrances, including payoff letters and appropriate UCC financing statement amendments (termination statements); (f) A copy of (i) all Project Contracts, and (ii) executed versions of each Assignment and Assumption Agreement or Bill of Sale required to assign all of the rights of Seller and its Affiliates in the Projects, and required to assign all Project Contracts to the respective Project Company to the extent not a party thereto; (g) A non-foreign affidavit, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code Section 1445 stating that Seller is not a “foreign person” as defined in Code Section 1445; and (h) A release regarding each Project Company substantially in the form attached as Exhibit C.

Seller’s Deliverables. On At the Closing, Sellers shall deliver to Buyer, any one or prior to the date hereof (the Closing Date) Seller has delivered to (or caused to more of which may be delivered to) waived in writing by Buyer: (a) A good standing certificate a duly executed counterpart to the Xxxx of Sale, Assignment and certified charter documents Assumption for the Purchased Assets and Assumed Liabilities, in form and substance mutually acceptable to the Parties (the “Xxxx of each Project Company and Seller, each of recent date, from the Secretary of State of the State of New YorkSale”); (b) Copies of the resolutions of the member one or managers of Seller, certified by the secretary of Seller, as to the authorization of this Agreement, the Seller Documents and all of the transactions contemplated hereby, and the operating agreement of each Project Company, certified more certificates signed by an appropriate officer of each Project CompanySeller in accordance with Section 8.2(a) and Section 8.2(b); (c) Copies ofone or more secretary’s certificates, all duly executed by the Secretary of each Seller, certifying as to the resolutions of the board of directors (or similar governing body) of such Seller Approvals required under this Agreementapproving the transactions contemplated hereby, by any Governmental Authority, pursuant to any Contract (B) such Seller’s certificate of incorporation and bylaws or required by any Law in order to execute other governing documents and deliver (C) the incumbency and specimen signature of each officer of such Seller executing this Agreement and any document contemplated to perform its obligations hereunder, including the consents and approvals set forth be delivered pursuant hereto on Schedule 3.6, which Seller Approvals and consents do not contain any conditions that could adversely and materially affect Buyer or any Project Company and all waiting periods required by any Law shall have expiredbehalf of such Seller; (d) A notarized Assignment with respect possession of the Purchased Assets at the locations where the Purchased Assets are then located; provided, that any Purchased Assets that are located in jurisdictions outside of the United States of America on temporary import bonds, other than any such Purchased Assets that are located in Brazil, must be delivered to the Membership Interests in the form of Exhibit Atheir home country; (e) All instruments and documents necessary copies of any confidentiality or non-disclosure agreements to evidence which Sellers are party that relate to any of the release of all Encumbrances, including payoff letters and appropriate UCC financing statement amendments (termination statements)Purchased Assets; (f) A copy of (i) all Project Contracts, and (ii) executed versions of each Assignment and Assumption Agreement or Bill of the Sale required Order in form acceptable to assign all of the rights of Seller and its Affiliates in the Projects, and required to assign all Project Contracts to the respective Project Company to the extent not a party theretoBuyer; (g) A non-foreign affidavitassignments in the form required by any Governmental Authority for the assignment of any Purchased Asset controlled by such Governmental Authority, sworn under penalty of perjury duly executed by Seller, in sufficient duplicate originals to allow recording and filing in form and substance required under the Treasury Regulations issued pursuant to Code Section 1445 stating that Seller is not a “foreign person” as defined in Code Section 1445all appropriate offices; and (h) A release regarding each Project Company substantially such other documents as Buyer may reasonably request that are customary for a transaction of this nature and necessary to evidence or consummate the transactions contemplated by this Agreement (including UCC terminations and other customary evidence that all Liens and Encumbrances relating to the Purchased Assets have been released in full to the form attached as Exhibit C.extent applicable).

Seller’s Deliverables. On or prior to the date hereof (the Closing Date) Seller has delivered to (or caused to be delivered to) Buyer: Sellers shall, (a) A good standing certificate not later than October 21, 2005, deliver to Purchaser (i) a complete and certified charter documents correct list of each Project Company any and Sellerall Contracts under which any Business Intellectual Property would be altered, each impaired or extinguished, or the right of recent date, from the Secretary of State any of the State of New York; (b) Copies Companies or Subsidiaries to use any Business Intellectual Property would be altered, impaired or extinguished, in each case as a result of the resolutions of the member or managers of Seller, certified by the secretary of Seller, as to the authorization of this Agreement, the Seller Documents and all consummation of the transactions contemplated hereby, and the operating agreement of each Project Company, certified by an appropriate officer of each Project Company; (c) Copies of, all the Seller Approvals required under this Agreement, which list shall specify with respect to each such Contract (A) the names of the parties thereto, (B) the date thereof, (C) the specific product or products of the Business to which it relates and (D) the specific provision or provisions thereof that required such Contract to be included on such list and (ii) a paper copy of each provision referred to in clause (D) above (together with a notation indicating the Contract from which such provisions was copied), (b) within 30 days after the date hereof, deliver to Purchaser, (i) a complete and correct list of bonus, severance, retention or other similar payments that are required to be paid to, and benefits (including stock options, restricted stock and other incentive awards) that will vest with respect to, employees of the Sellers, the Companies and the Subsidiaries, arising out of the consummation of the transactions contemplated hereby (either alone or in combination with another event), together with any documentation as requested by Purchaser to conduct any Governmental Authorityexcess parachute payment (as defined in Section 280G of the Code) analysis, pursuant (ii) a complete and correct list of the Contracts which are required to be terminated in accordance with Section 6.10 hereof, (iii) a complete and correct list of the names and locations of all banks in which any Contract Company or required by Subsidiary has accounts or safe deposit boxes and the names of all persons authorized to draw thereon or to have access thereto, (iv) a complete and correct of list of the powers of attorney to act on behalf of any Law Company or Subsidiary, other than those powers of attorney maintained in order to execute and deliver this Agreement and to perform its obligations hereunder, including the consents and approvals set forth on Schedule 3.6, which Seller Approvals and consents do not contain any conditions that could adversely and materially affect Buyer or any Project Company and all waiting periods required by any Law shall have expired; (d) A notarized Assignment Ordinary Course of Business with respect to the Membership Interests in the form performance of Exhibit A; ministerial acts, (ev) All instruments true and documents necessary to evidence the release complete copies of all Encumbrancesstate, including payoff letters local and appropriate UCC financing statement amendments foreign income or franchise Tax Returns of each of the Companies and Subsidiaries relating to the taxable periods since 2002 and (termination statements); vi) any Tax audit report issued within the last three years relating to any Taxes due from or with respect to each of the Companies and Subsidiaries and (fc) A copy of within 60 days after the date hereof, deliver to Purchaser, (i) all Project Contractsa complete and correct list of Contracts to which any Company or any Subsidiary is a party that (A) grant any Intellectual Property rights or licenses to or from the Companies or Subsidiaries that are material to the operation of the Business, except for non-exclusive rights to commercial software and/or other products generally available on a non-discriminatory basis, (B) contain a covenant not to compete or otherwise limit such party's ability to use or exploit fully any of its Intellectual Property rights in the operation of the Business or (C) contain covenants (other than in Contracts with customers) not to solicit or hire any person with respect to employment or covenants of any other Person not to solicit or hire any person with respect to employment and (ii) executed versions of with respect to each Assignment and Assumption Agreement or Bill of Sale required to assign all of the rights Benefit Plans identified on Schedule 4.9(b)(i), true and complete copies of Seller the most recent summary plan or other written description thereof, and, with respect to each Benefit Plan that is a Company Plan, the following (A) the most recent plan document and its Affiliates in the Projectsrelated trust documents and insurance contracts, and required to assign all Project Contracts to amendments thereto, (B) the respective Project Company to most recent Form 5500 and attached schedules filed with the extent not a party thereto; Internal Revenue Service, (gC) A non-foreign affidavitthe most recent financial statement and actuarial valuation, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code Section 1445 stating that Seller is not a “foreign person” as defined in Code Section 1445; and (h) A release regarding each Project Company substantially in the form attached as Exhibit C.

Seller’s Deliverables. On At the Closing (or prior at such earlier time as may be specified in this Agreement), Seller will deliver to Purchaser the date hereof following (the "Seller's Deliverables"): (i) Possession and control of the Purchased Assets, together with a Bill of Sale substantially in the form of Exhibit B hereto, and sucx other deeds, assignments, endorsements and other instruments and documents of conveyance, transfer and assignment, dated as of the Closing Date) Seller has delivered , as counsel for Purchaser may require as necessary or desirable to (or caused transfer, assign and convey to be delivered to) Buyer:and vest in Purchaser good, valid and marketable title to the Purchased Assets, free and clear of any and all Encumbrances; (aii) The Escrow Agreement; (iii) A good standing certificate and certified charter documents long form Certificate of each Project Company and Good Standing of Seller, each of recent date, from issued by the Secretary of State of the State of New YorkTexas, and a Franchise Tax Certification of Account Status, issued by the Texas Comptroller of Public Accounts, both dated within five (5) Business Days of Closing; (biv) Copies A certificate from a duly authorized officer of Seller certifying that all representations and warranties made herein by Seller are true and correct in all respects when made and shall be true and correct in all respects at and as of the resolutions Closing as though such representations and warranties were made at and as of the member Closing and that Seller has performed and complied with each covenant and condition required by this Agreement to be performed or managers complied with by it before or at the Closing; (v) A certificate of Sellerthe Secretary of Seller attaching true, certified by correct and complete copies of the secretary Articles of SellerIncorporation and Bylaws of Seller as in effect on the Closing Date, and certifying as to the authorization incumbency and signatures of all officers of Seller who will execute this Agreement, any Ancillary Document (as defined in Section 2.2 below) or any other agreement or document prepared in connection with this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby and all resolutions duly adopted by the Board of Directors and shareholders of Seller authorizing the execution and delivery of this Agreement, the Seller Ancillary Documents and all of the transactions contemplated herebyother documents being entered into by Seller related to, and the operating agreement of each Project Companyor arising from, certified by an appropriate officer of each Project Companythis Agreement or any Ancillary Document; (c) Copies of, all the Seller Approvals required under this Agreement, by any Governmental Authority, pursuant to any Contract or required by any Law in order to execute and deliver this Agreement and to perform its obligations hereunder, including the consents and approvals set forth on Schedule 3.6, which Seller Approvals and consents do not contain any conditions that could adversely and materially affect Buyer or any Project Company and all waiting periods required by any Law shall have expired; (d) A notarized Assignment with respect to the Membership Interests in the form of Exhibit A; (evi) All instruments documentation constituting the FDA and documents necessary to evidence the release of all EncumbrancesOther Approvals, including payoff letters Permits and appropriate UCC financing statement amendments (termination statements); (f) A copy of (i) all Project Contracts, and (ii) executed versions of each Assignment and Assumption Agreement or Bill of Sale required to assign all of the rights of Seller and its Affiliates in the Projects, and required to assign all Project Contracts to the respective Project Company to the extent not a party thereto; (g) A non-foreign affidavit, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code Section 1445 stating that Seller is not a “foreign person” as defined in Code Section 1445Information; and (hvii) A release regarding each Project Company substantially Such other duly executed agreements, deeds, certificates or other instruments of conveyance, transfer and assignment as shall be reasonably necessary to vest in Purchaser good, valid and marketable title to the form attached as Exhibit C.Purchased Assets.

Seller’s Deliverables. On At or prior to the date hereof (Closing, each Seller and/or the Closing Date) Seller has delivered to (Company shall deliver, or caused cause to be delivered to) Buyerdelivered, to the Purchaser the following: (a) A evidence of satisfaction of all obligations for Indebtedness, including (A) payoff letters with respect to such Indebtedness providing for the payment and cancellation of all of the Indebtedness as of the Closing Date and (B) releases for any Liens on the Assets of the Company in connection therewith; (b) evidence of payment of all Transaction Expenses of the Sellers and the Company together with invoices substantiating the amount of such Transaction Expenses; (c) Intentionally left blank; (d) a memorandum setting forth the flow of funds in connection with the Closing, in form and substance acceptable to the Purchaser, prepared and duly certified and executed by the Sellers’ Representative (the “Flow of Funds Memorandum”); (e) a certificate of the secretary of the Company certifying as complete, accurate and in effect as of the Closing Date (i) attached copies of the Company’s Organizational Documents, (ii) all requisite resolutions or actions of the Company’s board of directors and shareholders approving the execution and delivery of this Agreement, the other Transaction Documents to which the Company is a party and the consummation of the Contemplated Transactions, and (iii) as to the incumbency and signatures of the officers of the Company executing any Transaction Document or other document, certificate or instrument relating to the Contemplated Transactions; (f) good standing certificate certificate, dated not earlier than ten (10) days prior to the Closing Date, for the Company from the Washington Secretary of State Corporations Division and certified charter documents of each Project Company and Seller, each of recent date, from the Secretary of State or other appropriate official of each other jurisdiction in which the operation of the State of New YorkBusiness in such jurisdiction requires the Company to qualify to do business as a foreign entity; (bg) Copies of the resolutions of the member or managers of an IRS Form W-9, completed by each Seller, certified by the secretary of Seller, as to the authorization of this Agreement, the Seller Documents and all of the transactions contemplated hereby, and the operating agreement of each Project Company, certified by an appropriate officer of each Project Company; (ch) Copies of, all the Seller Approvals required under this Agreement, by any Governmental Authority, pursuant to any Contract or required by any Law in order to execute and deliver this Agreement and to perform its obligations hereunder, including the consents and approvals set forth on Schedule 3.6, notices which Seller Approvals and consents do not contain any conditions that could adversely and materially affect Buyer or any Project Company and all waiting periods required by any Law shall have expired; (d) A notarized Assignment with respect to the Membership Interests in the form of Exhibit A; (e) All instruments and documents necessary to evidence the release of all Encumbrances, including payoff letters and appropriate UCC financing statement amendments (termination statements); (f) A copy of must: (i) all Project Contractsbe in full force and effect, and (ii) executed versions of each Assignment and Assumption Agreement or Bill of Sale required to assign all of the rights of Seller and its Affiliates in the Projects, and required to assign all Project Contracts not subject to the respective Project Company to the extent satisfaction of any condition that has not a party theretobeen satisfied or waived; (gi) A all corporate books and records of the Company; (j) executed resignations of all directors and officers of the Company; (k) certificates representing the Stock, accompanied by an assignment separate from certificate for the Stock, duly executed by each Seller; (l) a Release in substantially the form attached hereto as Exhibit B, duly executed by each Seller; (m) business protection agreements (the “Business Protection Agreements”) in substantially the form attached hereto as Exhibit C, containing covenants regarding non-solicitation that survive for three (3) years following the Closing Date, and otherwise in form and substance acceptable to Purchaser, duly executed by each Seller; (n) an affidavit of non-foreign affidavit, sworn under penalty status of perjury and each Seller effectively dated as of the Closing Date in form and substance required under the Treasury Regulations issued pursuant to Code Section 1445 stating that Seller is not a “foreign person” of the Code, duly executed by each Seller; (o) suitable documentation for the control of all bank and other financial accounts set forth on Schedule 2.26, as defined in Code Section 1445reasonably prescribed by the Purchaser; (p) Intentionally left blank; and (hq) A release regarding each Project Company substantially in such other documents, instruments and certificates as reasonably requested by the form attached as Exhibit C.Purchaser or the Purchaser’s counsel for the purpose of effecting the Contemplated Transactions.

Seller’s Deliverables. On or prior to the date hereof (the Closing Date) Seller has delivered to (or caused to be delivered to) Buyer: Sellers shall, (a) A good standing certificate not later than October 21, 2005, deliver to Purchaser (i) a complete and certified charter documents correct list of each Project Company any and Sellerall Contracts under which any Business Intellectual Property would be altered, each impaired or extinguished, or the right of recent date, from the Secretary of State any of the State of New York; (b) Copies Companies or Subsidiaries to use any Business Intellectual Property would be altered, impaired or extinguished, in each case as a result of the resolutions of the member or managers of Seller, certified by the secretary of Seller, as to the authorization of this Agreement, the Seller Documents and all consummation of the transactions contemplated hereby, and the operating agreement of each Project Company, certified by an appropriate officer of each Project Company; (c) Copies of, all the Seller Approvals required under this Agreement, which list shall specify with respect to each such Contract (A) the names of the parties thereto, (B) the date thereof, (C) the specific product or products of the Business to which it relates and (D) the specific provision or provisions thereof that required such Contract to be included on such list and (ii) a paper copy of each provision referred to in clause (D) above (together with a notation indicating the Contract from which such provisions was copied), (b) within 30 days after the date hereof, deliver to Purchaser, (i) a complete and correct list of bonus, severance, retention or other similar payments that are required to be paid to, and benefits (including stock options, restricted stock and other incentive awards) that will vest with respect to, employees of the Sellers, the Companies and the Subsidiaries, arising out of the consummation of the transactions contemplated hereby (either alone or in combination with another event), together with any documentation as requested by Purchaser to conduct any Governmental Authorityexcess parachute payment (as defined in Section 280G of the Code) analysis, pursuant (ii) a complete and correct list of the Contracts which are required to be terminated in accordance with Section 6.10 hereof, (iii) a complete and correct list of the names and locations of all banks in which any Contract Company or required by Subsidiary has accounts or safe deposit boxes and the names of all persons authorized to draw thereon or to have access thereto, (iv) a complete and correct of list of the powers of attorney to act on behalf of any Law Company or Subsidiary, other than those powers of attorney maintained in order to execute and deliver this Agreement and to perform its obligations hereunder, including the consents and approvals set forth on Schedule 3.6, which Seller Approvals and consents do not contain any conditions that could adversely and materially affect Buyer or any Project Company and all waiting periods required by any Law shall have expired; (d) A notarized Assignment Ordinary Course of Business with respect to the Membership Interests in the form performance of Exhibit A; ministerial acts, (ev) All instruments true and documents necessary to evidence the release complete copies of all Encumbrancesstate, including payoff letters local and appropriate UCC financing statement amendments foreign income or franchise Tax Returns of each of the Companies and Subsidiaries relating to the taxable periods since 2002 and (termination statements); vi) any Tax audit report issued within the last three years relating to any Taxes due from or with respect to each of the Companies and Subsidiaries and (fc) A copy of within 60 days after the date hereof, deliver to Purchaser, (i) all Project Contractsa complete and correct list of Contracts to which any Company or any Subsidiary is a party that (A) grant any Intellectual Property rights or licenses to or from the Companies or Subsidiaries that are material to the operation of the Business, except for non-exclusive rights to commercial software and/or other products generally available on a non-discriminatory basis, (B) contain a covenant not to compete or otherwise limit such party’s ability to use or exploit fully any of its Intellectual Property rights in the operation of the Business or (C) contain covenants (other than in Contracts with customers) not to solicit or hire any person with respect to employment or covenants of any other Person not to solicit or hire any person with respect to employment and (ii) executed versions of with respect to each Assignment and Assumption Agreement or Bill of Sale required to assign all of the rights Benefit Plans identified on Schedule 4.9(b)(i), true and complete copies of Seller the most recent summary plan or other written description thereof, and, with respect to each Benefit Plan that is a Company Plan, the following (A) the most recent plan document and its Affiliates in the Projectsrelated trust documents and insurance contracts, and required to assign all Project Contracts to amendments thereto, (B) the respective Project Company to most recent Form 5500 and attached schedules filed with the extent not a party thereto; Internal Revenue Service, (gC) A non-foreign affidavitthe most recent financial statement and actuarial valuation, sworn under penalty of perjury and in form and substance required under (D) the Treasury Regulations issued pursuant to Code Section 1445 stating that Seller is not a “foreign person” as defined in Code Section 1445; and (h) A release regarding each Project Company substantially in the form attached as Exhibit C.most recent Internal Revenue Service determination

Seller’s Deliverables. On At or prior to the date hereof (the Closing Date) Closing, Seller has delivered to (Parties’ Representative shall deliver, or caused shall cause to be delivered to) Buyerdelivered, to Buyer all of the following: (ai) A good standing a lock-up agreement (the “Lock-Up Agreement”), duly executed by each of the Persons receiving a portion of the Equity Consideration (as specified in the Funds Flow Memo). (ii) certificate signed by a duly authorized officer of Seller and certified charter documents each Company, attaching and certifying to the truth and completeness of (i) the resolutions adopted by, as applicable, the general partner of Seller and the managing member or board of managers of each Project Company Company, authorizing the execution, delivery and Seller, each of recent date, from the Secretary of State of the State of New York; (b) Copies of the resolutions of the member or managers of Seller, certified by the secretary of Seller, as to the authorization performance of this Agreement, Agreement and the Seller other Transaction Documents and all the consummation of the transactions contemplated herebyhereby and thereby, and the operating agreement of each Project Company, certified by an appropriate officer of each Project Company; (c) Copies of, that such resolutions are in full force and effect and are all the Seller Approvals required under this Agreement, by any Governmental Authority, pursuant to any Contract or required by any Law resolutions adopted in order to execute connection with the transactions contemplated hereby and deliver this Agreement and to perform its obligations hereunder, including the consents and approvals set forth on Schedule 3.6, which Seller Approvals and consents do not contain any conditions that could adversely and materially affect Buyer or any Project Company and all waiting periods required by any Law shall have expired; (d) A notarized Assignment with respect to the Membership Interests in the form of Exhibit A; (e) All instruments and documents necessary to evidence the release of all Encumbrances, including payoff letters and appropriate UCC financing statement amendments (termination statements); (f) A copy of (i) all Project Contractsthereby, and (ii) executed versions of each Assignment the names and Assumption Agreement or Bill of Sale required to assign all signatures of the rights officers of Seller and its Affiliates in each Company authorized to sign this Agreement, the Projects, other Transaction Documents and required any other documents to assign all Project Contracts to the respective Project Company to the extent not a party theretobe delivered hereunder and thereunder; (giii) A non-foreign affidavitevidence satisfactory to Buyer of the termination of all Related Party Arrangements set forth on Schedule 3.02(a)(iii); (iv) a good standing certificate for Seller and each of the Companies from the applicable Secretary of State, sworn under penalty of perjury dated no more than ten (10) days prior to the Closing Date; (v) a duly completed and executed certificate, in form and substance required under satisfactory to Buyer, meeting the requirements of Code Section 1445 and the Treasury Regulations issued pursuant to Code Section 1445 stating thereunder certifying that Seller is not a foreign person within the meaning of Section 1445 of the Code; (vi) fully executed payoff letters and UCC-3 termination statements, and such other documentation as may be requested by Buyer, in each case, in form and substance satisfactory to Buyer, evidencing the release in full of all Encumbrances other than the Permitted Encumbrances; (vii) copies or evidence satisfactory to Buyer of all consents, approvals, filings, notices and waivers required to be given or obtained by Seller to consummate the transactions contemplated by the Transaction Documents, as set forth in Section 4.03(a) and Section 4.03(b) of the Disclosure Schedules; (viii) an Employment Agreement (each, an “foreign personEmployment Agreement”), executed by each of Mxxx Xxxxxxx and Rxxxxx Xxxxx (each, a “Key Employee” and, collectively, the “Key Employees”) and Mxxxxx Xxxxx, as defined in Code Section 1445the case may be; (ix) an assignment of the Interests (the “Membership Interest Assignment”), duly executed by Seller; (x) a Proprietary Information and Inventions Agreement, (“Inventions Assignment Agreement”), executed by each of the Principals; and (hxi) A release regarding each Project Company substantially in the form attached as Exhibit C.resignations contemplated by Section 6.11.

Seller’s Deliverables. On or At least one (1) business day prior to the date hereof (Closing, Seller shall deposit into Escrow the Closing Date) Seller has delivered to (or caused to be delivered to) Buyerfollowing items: (ai) A good standing certificate a duly executed and certified charter documents of each Project Company and Selleracknowledged Deed, each of recent datein the form attached hereto as Exhibit D, from conveying the Secretary of State of the State of New YorkReal Property to Buyer; (bii) Copies a duly executed Xxxx of Sale, in the resolutions of form attached hereto as Exhibit E, conveying Seller’s right, title and interest, if any, in the member or managers of Seller, certified by the secretary of Seller, as Personal Property to the authorization of this Agreement, the Seller Documents and all of the transactions contemplated hereby, and the operating agreement of each Project Company, certified by an appropriate officer of each Project CompanyBuyer; (ciii) Copies ofa duly executed Affidavit in compliance with Section 1445 of the Internal Revenue Code of 1986, all the Seller Approvals required under this Agreementas amended, by any Governmental Authority, pursuant to any Contract or required by any Law in order to execute and deliver this Agreement and to perform its obligations hereunder, including the consents and approvals set forth on Schedule 3.6, which Seller Approvals and consents do not contain any conditions that could adversely and materially affect Buyer or any Project Company and all waiting periods required by any Law shall have expired; (d) A notarized Assignment with respect to the Membership Interests in the form of Exhibit A; (e) All instruments and documents necessary to evidence the release of all EncumbrancesF attached hereto, including payoff letters and appropriate UCC financing statement amendments (termination statements); (f) A copy of (i) all Project Contracts, and (ii) executed versions of each Assignment and Assumption Agreement or Bill of Sale required to assign all of the rights of Seller and its Affiliates in the Projects, and required to assign all Project Contracts to the respective Project Company to the extent not a party thereto; (g) A non-foreign affidavit, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code Section 1445 stating certifying that Seller is not a “foreign person” or otherwise subject to federal tax withholding by Buyer in connection with this transaction; (iv) a duly executed Withholding Exemption Certificate in compliance with California law (From 593-C), to confirm that Buyer is not required to withhold any portion of the Purchase Price under California law in connection with this transaction; (v) two (2) duly executed counterparts of the lease in the form attached hereto as Exhibit G, whereby Seller will lease back certain portions of the Improvements after Closing (the “Leaseback Lease”); (vi) two (2) duly executed counterparts of the Assignment of Contracts, and Intangible Property in the form attached hereto as Exhibit H (the “Assignment”), conveying Seller’s right, title and interest, if any, in the Contracts and Intangible Property to Buyer; (vii) one (1) duly executed Closing Statement (as defined in Code Section 1445below); (viii) duly executed customary title company affidavits and indemnity agreements; (ix) all applicable transfer tax forms, if any; (x) evidence reasonably satisfactory to Title Company that the person executing the Closing documents on behalf of Seller has full right, power and authority to do so; and (hxi) A release regarding each Project Company substantially two (2) duly executed and acknowledged counterparts of a subordination, nondisturbance and attornment agreement in form and substance reasonably acceptable to Seller with respect to any secured financing entered into by Buyer concurrent with the form attached as Exhibit C.Closing, a copy of which shall be delivered to Seller no later than five (5) business days prior to the Closing Date.

Seller’s Deliverables. On At or prior to the date hereof (Closing and as a condition to Closing, the Closing Date) Seller has delivered Sellers’ Representative shall deliver to (or caused to be delivered to) Buyerthe Purchaser the following: (a) A Certificates dated as of a recent date from the applicable Governmental Entity in the jurisdiction of incorporation of the Company to the effect that it validly exists and is in good standing certificate and certified charter documents of each Project Company and Seller, each of recent date, from the Secretary of State of the State of New York;in such jurisdiction. (b) Copies Evidence reasonably satisfactory to the Purchaser of the resolutions authority and incumbency of the member or managers persons acting on behalf of Seller, certified by the secretary Sellers in connection with the execution of Seller, this Agreement and any document delivered pursuant to this Agreement and certifying as to the authorization adoption and continuing effect of appropriate resolutions by the governing body of each of the Sellers (if applicable) authorizing the Sellers’ execution, delivery, and performance of this Agreement, Agreement and the Seller Documents other documents and all of the transactions agreements contemplated hereby, and the operating agreement of each Project Company, certified by an appropriate officer of each Project Company;. (c) Copies ofof all consents, all approvals and waivers necessary to transfer the Seller Approvals required under this Agreement, by any Governmental Authority, pursuant to any Contract or required by any Law in order to execute and deliver this Agreement and to perform its obligations hereunder, including the consents and approvals set forth on Schedule 3.6, which Seller Approvals and consents do not contain any conditions that could adversely and materially affect Buyer or any Project Company and all waiting periods required by any Law shall have expired;Shares. (d) A notarized Assignment with respect Evidence that all Security Interests relating to the Membership Interests in the form of Exhibit A;Shares have been released. (e) All instruments and documents necessary Share certificates representing the 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 holders of record, together with evidence satisfactory to evidence the release Purchaser that the Purchaser or its nominee(s) have been entered upon the books of all Encumbrances, including payoff letters and appropriate UCC financing statement amendments (termination statements);the Company as the holder of the Shares. (f) A copy of certificate signed by the Sellers’ Representative, dated the Closing Date, certifying that (i) all Project Contractsof the representations and warranties of the Sellers are true, accurate and correct in all material respects on and as of the Closing Date, except that representations and warranties that are qualified by materiality or a Material Adverse Effect shall be true and correct in all respects, and provided that for those representations and warranties which address matters only as of an earlier date, then they shall be tested as of such earlier date; (ii) executed versions of each Assignment and Assumption Agreement or Bill of Sale required to assign all the covenants of the rights Sellers have been complied with in all material respects from the date of Seller this Agreement through and its Affiliates as of the Closing Date; and (iii) the Sellers have satisfied and fully complied in the Projects, and required all material respects with all conditions necessary to assign all Project Contracts make this Agreement effective as to the respective Project Company to the extent not a party thereto;them. (g) A non-foreign affidavitAll such other good and sufficient instruments of conveyance and transfer, sworn under penalty of perjury and all in form and substance required under forms reasonably satisfactory to the Treasury Regulations issued pursuant Purchaser as shall be effective to Code Section 1445 stating that Seller is not a “foreign person” as defined in Code Section 1445; and (h) A release regarding each Project Company substantially vest in the form attached as Exhibit C.Purchaser all right, title and interest in and to the Shares, free and clear of all Security Interests.

Seller’s Deliverables. On or prior At the Closing, simultaneous with the other deliveries pursuant to the date hereof (the Closing Date) Seller has delivered this Article 2, Sellers shall deliver to (or caused to be delivered to) Buyer: (ai) A good standing certificates representing the Equity Interests in each Company owned by each Seller, free and clear of all Encumbrances and duly endorsed by the applicable Sellers (or accompanied by duly executed assignments separate from certificate duly executed by the applicable Sellers, in form and certified charter documents substance reasonably acceptable to Buyer); (ii) the Closing Statement, duly executed by each Seller and Sellers' Representative; (iii) the Escrow Agreement, duly executed by Sellers' Representative; (iv) (A) a copy of the articles of incorporation of each Project Company and SellerCompany, each of recent date, from certified by the Secretary Department of State of the state of incorporation; and (B) a certificate of good standing or equivalent certificate from the Department of State of New Yorkthe state of incorporation, in each case dated within 10 Business Days of the Closing Date; (bv) Copies a certificate of the resolutions Secretary or an Assistant Secretary of each Company certifying that attached thereto are true and complete copies of the member or managers bylaws of such entity as of the Closing Date; (vi) a certificate of each Seller conforming to the requirements of Treasury Regulations Section 1.1445-2(b)(2) stating that each such Seller is not a "foreign person" within the meaning of Code Section 1445, in form and substance satisfactory to Buyer and duly executed by each such Seller; (vii) written resignations, effective as of the Closing Date, of the officers and directors of each Company that are set forth on Schedule 2.03(b); (viii) a certificate, dated as of the Closing Date and signed by Sellers' Representative, that each of the conditions set forth in Section 8.03(a) and 8.03(b) have been satisfied; (ix) releases of each Company by each Seller, certified duly executed by the secretary of each such Seller, as in a form and substance reasonably acceptable to Sellers and Buyer and effective upon the authorization Closing, which releases shall, among other things, not affect any obligations of Buyer or the Companies to such Seller under this Agreement, the Seller Documents and all Escrow Agreement or any other documents executed in connection with the consummation of the transactions contemplated herebyTransactions; (x) such other documents and agreements as Buyer may reasonably request in connection with the consummation of the Transactions; (xi) the Employment Agreements, duly executed by the applicable employee parties thereto; (xii) a completed and executed IRS Form 8023 in respect of the operating agreement of potential Section 338(h)(10) Election for each Project Company, certified by an appropriate officer of each Project Company; (cxiii) Copies of, all written consents in lieu of meetings of the Seller Approvals required under this Agreement, by any Governmental Authority, pursuant to any Contract or required by any Law in order to execute shareholders and deliver this Agreement and to perform its obligations hereunder, including the consents and approvals set forth on Schedule 3.6, which Seller Approvals and consents do not contain any conditions that could adversely and materially affect Buyer or any Project Company and all waiting periods required by any Law shall have expired; (d) A notarized Assignment with respect to the Membership Interests in the form of Exhibit A; (e) All instruments and documents necessary to evidence the release of all Encumbrances, including payoff letters and appropriate UCC financing statement amendments (termination statements); (f) A copy of (i) all Project Contracts, and (ii) executed versions directors of each Assignment and Assumption Agreement or Bill of Sale required to assign all of the rights Companies, dated as of Seller and its Affiliates in the Projects, and required to assign all Project Contracts to date immediately preceding the respective Project Company to the extent not a party thereto; (g) A non-foreign affidavit, sworn under penalty of perjury Closing Date and in form and substance required under reasonably acceptable to Buyer, each of which written consents ratifies (A) the Treasury Regulations issued pursuant election the directors and officers of the applicable Company and (B) all acts of the applicable Company on and prior to Code the date of such written consents; (xiv) DS Section 1445 stating that Seller is not a “foreign person” 4.29, updated so as defined in Code to be true and correct as of the Closing Date (DS Section 14454.29, as so updated, "Updated DS Section 4.29"); and (hxv) A release Certifications from each Seller, other than Xxxxxx, and from Xxxxxxxxxxx Xxxxxx regarding each Project Company substantially the related party loans to the Companies referenced in the DS Section 4.06, in form attached as Exhibit C.and substance subject to Buyer's reasonable discretion.

Seller’s Deliverables. On At or prior to the date hereof (Closing, the Closing Date) Seller has delivered Sellers or the Sellers’ Representative, as applicable, shall deliver to (or caused to be delivered to) the Buyer: (ai) A good standing certificate stock certificates evidencing the Shares, free and certified charter documents clear of each Project Company all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, including completed and Seller, each of recent date, from the Secretary of State signed transfers of the State UK Shares and the Australian Share, with (except in respect of New Yorkthe transfer of the UK Shares and the Australian Share) all required stock transfer tax stamps affixed thereto; (bii) Copies a power of attorney and appointment of proxy in form and substance satisfactory to Buyer in its reasonable discretion, executed by each of the resolutions Sellers, empowering the Buyer to exercise the Sellers’ rights as shareholders of the member UK Companies and Bioline (Aust) Pty Ltd pending the stamping and registration of the transfers referred to in Section 2.06(b)(i); (iii) all approvals, consents and waivers that are listed on Section 4.06 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to the Buyer at or managers prior to the Closing; (iv) payoff letters and written releases of Sellerall Encumbrances with respect to any Indebtedness of any Company to be outstanding immediately prior to the Closing, certified executed by the secretary holders of Selleror parties to each such Encumbrance, shall be delivered to the Buyer at or prior to the Closing; (v) executed license agreements entered into by the Companies and reasonable satisfactory to the Buyer with each Person set forth on Section 2.06(b)(v) of the Disclosure Schedule and the Sellers’ Representative shall have delivered evidence reasonably acceptable to the Buyer that all upfront cash payments (including royalty amounts for prior periods) required in connection with such license agreements to the Buyer at or prior to the Closing; (vi) true and complete copies the Transaction Documents (other than this Agreement), executed by the Sellers or the Companies, as applicable; (vii) an acceptance of the Buyer’s offer of employment to Marco Gxxxxxxx Xxxxxxxxx to serve as President of the authorization Companies; (viii) an acceptance of this Agreementthe Buyer’s offer of employment to Axxx Xxxxxx to serve as Chief Executive Officer of the Companies; (ix) an acceptance of the Buyer’s offer of employment to Dxxxxx Xxxxx; (x) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Bioline Ltd. certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of each Bioline Ltd. authorizing the execution, delivery and performance of the Seller Documents service agreements with Marco Gxxxxxxx Xxxxxxxxx and all Axxx Xxxxxx and the consummation of the transactions contemplated hereby, thereby and that all such resolutions are in full force and effect and are all the operating agreement of each Project Company, certified by an appropriate officer of each Project Companyresolutions adopted in connection with the transactions contemplated thereby; (cxi) Copies of, all a certificate of the Seller Approvals required under this Agreement, by any Governmental Authority, pursuant Secretary or an Assistant Secretary (or equivalent officer) of Bioline Ltd. certifying the names and signatures of the officers of each authorized to any Contract or required by any Law in order to execute sign the service agreements with Marco Gxxxxxxx Xxxxxxxxx and deliver this Agreement and to perform its obligations hereunder, including the consents and approvals set forth on Schedule 3.6, which Seller Approvals and consents do not contain any conditions that could adversely and materially affect Buyer or any Project Company and all waiting periods required by any Law shall have expiredAxxx Xxxxxx; (dxii) A notarized Assignment with respect a waiver in form and substance satisfactory to the Membership Interests Buyer in its reasonable discretion, executed as a deed by the form registered holders of Exhibit Ashares of each of the UK Companies in respect of which a transfer is required to be delivered under Section 2.06(b)(i), of any pre-emption or other rights which he has, under the articles of association of the relevant UK Company or otherwise, in relation to the transfer of those shares; (exiii) All instruments the statutory books of each of the UK Companies and documents necessary Bioline (Aust) Pty Ltd and their subsidiaries, complete and up to evidence date, and their certificates of incorporation and common seals; (xiv) deeds of release and discharge (or undertakings to provide deeds of release and discharge in terms satisfactory to the release Buyer) in respect of all Encumbrancescharges and guarantees entered into by any of the UK Companies and their subsidiaries duly executed by those entitled to the benefit of such charges and guarantees together with Form MG02 executed on behalf of the relevant UK Companies and their subsidiaries in relation to any charges appearing on the register of charges of any of the UK Companies and their subsidiaries at Companies House (including, including payoff letters and appropriate UCC financing statement amendments (termination statementswithout limitation, the charge(s) specified in Exhibit D); (fxv) A copy of a good standing certificate (ior its equivalent) all Project Contracts, and for each Company (iiother than the UK Companies) executed versions of each Assignment and Assumption Agreement or Bill of Sale required to assign all from the Governmental Authority of the rights of Seller and its Affiliates jurisdiction under the Laws in the Projects, and required to assign all Project Contracts to the respective Project which such Company to the extent not a party theretois organized; (gxvi) A non-foreign affidavita certificate of the President of Bioline USA Inc. certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Bioline USA Inc. authorizing the execution, sworn under penalty delivery and performance of perjury the service agreements with Dxxxxx Xxxxx and the consummation of the transactions contemplated thereby and that all such resolutions are in form full force and substance required under effect and are all the Treasury Regulations issued pursuant to Code Section 1445 stating that Seller is not a “foreign person” as defined resolutions adopted in Code Section 1445; and (h) A release regarding each Project Company substantially in connection with the form attached as Exhibit C.transactions contemplated thereby.

Seller’s Deliverables. On At or prior to the date hereof (the Closing Date) Seller has delivered to (Closing, Sellers shall deliver, or caused cause to be delivered to) Buyerdelivered, to Buyer each of the following: (a) A good standing certificate (i) a counterpart, duly executed and certified charter documents of each Project Company and acknowledged by the applicable Seller, each of recent date, from to one or more Deeds conveying the Secretary of State Owned Real Property and all Improvements to and on the Owned Real Property to Buyer and (ii) solely in the event that any XXXX Eminent Domain Proceedings exist and are continuing as of the State of New YorkClosing Date, a counterpart, duly executed and acknowledged by XXXX Seller, to the Eminent Domain License, for any Eminent Domain Property; (b) Copies of a counterpart, duly executed by the resolutions of the member or managers of applicable Seller, certified by to one or more bills of sale and assignment and assumption agreements, substantially in the secretary form attached hereto as Annex 5, to effect the assignment of Seller, as Project Assets not otherwise conveyed pursuant to the authorization of this Agreement, the Seller Documents and all of the transactions contemplated herebySection 2.9, and the operating agreement assumption of each the related Assumed Liabilities by, Buyer (subject to Section 6.3 and Section 6.4) (each, a “Xxxx of Sale and Assignment”), which for the avoidance of doubt will effectuate the assignment of warranties from Subcontractors and other contractors, manufacturers, suppliers and vendors, and including all workmanship warranties and guaranties related to the Project Company, certified by an appropriate officer of each and the Project CompanyAssets; (c) Copies (i) written confirmation from the Financing Agent or other applicable holders of all Indebtedness of WST Seller for borrowed money secured by any of the Project Assets, in customary form, that all Liens on the Project Assets with respect to all outstanding Indebtedness of WST Seller for borrowed money secured by any of the Project Assets have been, or concurrently with the Closing will be, terminated and released (including by delivery of UCC-3 termination statements, if applicable) and (ii) copies of UCC lien searches dated no earlier than three (3) days prior to the Closing, establishing the lack of any Liens other than Permitted Liens as to any personal property being transferred at Closing; (i) a counterpart, duly executed and acknowledged by the applicable Seller, to one or more assignment agreements, substantially in the form attached hereto as Annex 6, to effect the assignment of each Real Property Agreement (other than any easements or rights-of-way granted by the New Mexico Commissioner of Public Lands or as set forth in clause (ii)), and all Improvements to and on the Seller Approvals required under this Easement Real Property that is the subject of such Real Property Agreement, to, and the assumption of related Assumed Liabilities by, Buyer (each, a “Non-State Lands Real Property Assignment Agreement”) and (ii) to the extent prescribed forms are required by any Governmental AuthorityEntity to effect the assignment of any particular Real Property Agreement to, pursuant and the assumption of related Assumed Liabilities by, Buyer, counterpart(s), duly executed and acknowledged by the applicable Seller, to any Contract or required by any Law in order to execute and deliver this Agreement and to perform its obligations hereunder, including the consents and approvals set forth on Schedule 3.6, which Seller Approvals and consents do not contain any conditions that could adversely and materially affect Buyer or any Project Company and all waiting periods required by any Law shall have expired; (d) A notarized Assignment with respect to the Membership Interests in the form of Exhibit Asuch prescribed forms; (e) All instruments a counterpart, duly executed and documents necessary acknowledged by the applicable Seller, to evidence one or more assignment agreements, substantially in the release form attached hereto as Annex 7 (or such other form required by the New Mexico Commissioner of all EncumbrancesPublic Lands), including payoff letters to effect the assignment of each easement or right-of-way granted by the New Mexico Commissioner of Public Lands to, and appropriate UCC financing statement amendments the assumption of related Assumed Liabilities by, Buyer (termination statementseach, a “State Lands Assignment Agreement” and together with the Non-State Lands Real Property Assignment Agreements, the “Real Property Assignment Agreements”); (f) A copy certifications of each Seller (or if it is a disregarded entity for U.S. federal Income Tax purposes, the Person treated for U.S. federal Income Tax purposes as the owner of its assets) to Buyer, substantially in the form attached hereto as Annex 8A or Annex 8B, as applicable, as to its non-foreign status as set forth in Section 1445 of the Code and the Treasury Regulations promulgated thereunder and any similar forms required under state law; (i) all an ESA for the Project ContractsSite, prepared in accordance with either ASTM E1527-13 or ASTM 2247-16 (ESA for Forestland or Rural Property) (and in the case of ASTM 2247-16, such use shall be in accordance with Section 1.1.1 thereof), dated no more than one hundred eighty (180) days prior to the Closing Date (and including elements required to be completed no earlier than one hundred eighty (180) days prior to the Closing Date), which ESA (1) documents information provided by Buyer as the user of the ESA, in accordance with whichever ASTM standard is used to prepare the ESA, (2) is in material compliance with the appropriate ASTM standard and (3) either (A) does not identify any environmental conditions at or adjacent to the Project Site that are reasonably likely to pose a risk of material Liability or reasonably likely to materially impair the use and operation of the Project Assets, or (B) is substantially consistent with the ESA provided to Buyer pursuant to Section 1.5(a)(iv), and (ii) executed versions of each Assignment and Assumption Agreement or Bill of Sale required a letter from the environmental consultant that prepared the ESA allowing Buyer to assign all rely on the ESA as if it were the recipient of the rights of Seller ESA, subject to the same terms and its Affiliates conditions that apply to WST Seller; (h) any other ESAs prepared with respect to the Project in the Projects, and required to assign all Project Contracts to the respective Project Company possession of either Seller (to the extent not a party thereto; (g) A non-foreign affidavit, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued previously delivered pursuant to Code Section 1445 stating that Seller is not a “foreign person” as defined in Code Section 14451.5(a)(iv)); and (hi) A release regarding each Project Company substantially in a list of the form attached as Exhibit C.Assigned Warranties, copies of all of the Assigned Warranties and a written certification from WST Seller identifying the disposition of any prior warranty claims with respect to the Project.