Common use of The Purchase and Sale Clause in Contracts

The Purchase and Sale. Subject to the terms and conditions hereinafter set forth, at the respective closings of the transactions contemplated hereby, the Seller shall sell, convey and transfer the portion of the Seller's Shares set forth in Section 3 hereof, and deliver to Baltek certificates representing such shares, and Baltek shall purchase from Seller such portion of the Seller's Shares in consideration of the purchase price set forth in Section 4 herein below. The certificates representing Baltek's Common Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion. (a) the Seller may transfer Seller's Shares pursuant to a will or pursuant to the laws of descent and distribution (subject to compliance with the next paragraph hereof, which compliance shall be procured by the Seller's executor, administrator or other legal representative); and (b) the Seller may transfer all or any portion of Seller's Shares to (i) the spouse or any lineal ancestor or descendant of the Seller or (ii) any trust, the sole beneficiaries of which are any one or more of the Seller's spouse or any lineal ancestors or descendants of the Seller, subject to compliance with the next paragraph hereof. For purposes of this Agreement, the term lineal descendant of Seller shall include the Seller's children, grandchildren, nephews and nieces, whether natural born or adopted. In the event of a transfer of some of all of Seller's Shares pursuant to the preceding paragraph hereof, including a transfer pursuant to a will or pursuant to the laws of descent and distribution, each transferee of the transferred Seller's Shares shall promptly notify the Stockholders and Baltek in writing of the transfer and shall abide by, and shall hold the transferred Seller's Shares subject to, the terms of this Agreement that are applicable to the Seller as of the time of the transfer and that would have been applicable to the Seller had he retained such Seller's Shares. As promptly as practicable after such transfer, the transferee of such Seller's Shares shall execute counterpart copies of this Agreement and shall deliver such counterparts to the Stockholders and Baltek.

The Purchase and Sale. Subject to (a) Upon the terms and conditions hereinafter set forth, at the respective closings subject to all of the transactions contemplated herebyconditions set forth herein, on the Closing Date, the Seller shall sell, convey Company agrees to sell to the Buyer and transfer the portion of the Seller's Shares set forth in Section 3 hereof, and deliver to Baltek certificates representing such shares, and Baltek Buyer shall purchase from Seller such portion the Company, free and clear of all liens, restrictions, leases, security interests, claims, charges or encumbrances whatsoever, the Business as a going concern and all of the Seller's Shares in consideration right, title and interest of the purchase price set forth Company in Section 4 herein belowand to all of the assets and property, tangible and intangible, except for the Excluded Assets, owned by the Company (the "Purchased Assets"). The certificates representing Baltek's Common Stock Purchased Assets shall include but not be duly endorsed for transfer limited to the following: (i) all tangible personal property owned by the Company, including all machinery, equipment, vehicles, supplies, furniture, furnishings, office equipment, tools, racks, displays, fixtures and other tangible personal property listed or accompanied by appropriate stock transfer powers duly executed in blankdescribed on SCHEDULE 6.18a, or not so described; (ii) all customer and supplier lists, sales data, catalogs, brochures, literature, forms, mailing lists, art work, photographs and advertising material, in either case whatever form or media; (iii) all inventory, work in process, raw materials, finished products, supplies, packaging, spare parts and shipping containers and materials; (iv) all accounts receivable; (v) all prepaid expenses, deposits and credits; (vi) all telephone, telex, e-mail, Internet, post office box and other numbers and addresses used by the Company; (vii) all goodwill of the Business and the Company; (viii) all orders, contracts, and commitments for the purchase of goods and/or services, including, without limitation, all such items relating to the purchase of capital, tooling, products, supplies, and services; (ix) all orders, contracts, and commitments for the sale of products, including, without limitation, all such items relating to distribution, dealership, and similar arrangements; (x) all other orders, contracts, commitments, leases and licenses; (xi) all rights to use the names "Lull", "Dyna Lugger", and "Highlander" and any other trade names or trademarks previously used by the Company and any logo or xxxx, whether or not registered, used by the Company; (xii) all Intellectual Property; (xiii) all permits, approvals, qualifications, and the like issued by any government or governmental unit, agency, board, body, or instrumentality, whether federal, state or local, and all applications therefor; (xiv) all books and records of the Company, including all property, records, personnel records, accounting records and all original applications and files correspondence with signatures guaranteed the U.S. Patent and Trademark Office which relate to patent and trademark applications held by the Company and its agents; all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind in favor of the customary fashionCompany, and pertaining to, or arising out of, the Purchased Assets or offsetting any Assumed Liabilities; (xv) all Real Property; and (xvi) all Leased Property. To the extent that any asset otherwise described above is not assignable to the Buyer, the Company shall use its reasonable efforts to provide the Buyer with all of the benefits of such asset. To the extent that any asset described above is not assignable to the Buyer without the consent of a third party, which consent has not been obtained as of the Closing Date, if the Closing occurs prior to obtaining of such consent, then (x) such asset shall not be assigned to the Buyer until the consent has been obtained; (y) the Company shall use its reasonable efforts to obtain the consent; and (z) until the consent is obtained the Company shall use its reasonable efforts to provide the Buyer with all of the benefits of such asset. (a) the Seller may transfer Seller's Shares pursuant to a will or pursuant to the laws of descent and distribution (subject to compliance with the next paragraph hereof, which compliance shall be procured by the Seller's executor, administrator or other legal representative); and (b) The Purchased Assets shall not include the Seller may transfer all or any portion of Seller's Shares to following assets and properties (collectively, the "Excluded Assets"): (i) the spouse or any lineal ancestor or descendant cash and cash equivalents of the Seller or Company as of the Closing Date; (ii) any trustthe Company's franchise as a corporation, its minute books, stock transfer records and similar records relating to the sole beneficiaries of which are any one Company's organization, existence or more capitalization, and the capital stock of the Seller's spouse or any lineal ancestors or descendants Company; (iii) the rights of the Seller, subject to compliance with the next paragraph hereof. For purposes of this Agreement, the term lineal descendant of Seller shall include the Seller's children, grandchildren, nephews and nieces, whether natural born or adopted. In the event of a transfer of some of all of Seller's Shares pursuant to the preceding paragraph hereof, including a transfer pursuant to a will or pursuant to the laws of descent and distribution, each transferee of the transferred Seller's Shares shall promptly notify the Stockholders and Baltek in writing of the transfer and shall abide by, and shall hold the transferred Seller's Shares subject to, the terms of this Agreement that are applicable to the Seller as of the time of the transfer and that would have been applicable to the Seller had he retained such Seller's Shares. As promptly as practicable after such transfer, the transferee of such Seller's Shares shall execute counterpart copies of Sellers under this Agreement and shall deliver the instruments and certificates delivered in connection with this Agreement; (iv) any of the Company's existing insurance policies, including environmental, product liability, workmen's compensation, and key man life insurance policies; and (v) the Company's lease-purchase orders on equipment with Hertz Equipment Rental Corporation ("Hertz"), the equipment so leased, and the purchase orders issued by Hertz for the purchase of such counterparts to the Stockholders and Baltekequipment, all as set forth on SCHEDULE 2.1(v).

The Purchase and Sale. Subject to (a) Upon the terms and conditions hereinafter set forth, at the respective closings of the transactions contemplated hereby, the Seller shall sell, convey and transfer the portion of the Seller's Shares set forth in Section 3 hereof, and deliver to Baltek certificates representing such shares, and Baltek shall purchase from Seller such portion of the Seller's Shares in consideration of the purchase price set forth in Section 4 herein below. The certificates representing Baltek's Common Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion. (a) the Seller may transfer Seller's Shares pursuant to a will or pursuant subject to the laws of descent and distribution (subject to compliance with the next paragraph hereof, which compliance shall be procured by the Seller's executor, administrator or other legal representative); and (b) the Seller may transfer all or any portion of Seller's Shares to (i) the spouse or any lineal ancestor or descendant of the Seller or (ii) any trust, the sole beneficiaries of which are any one or more of the Seller's spouse or any lineal ancestors or descendants of the Seller, subject to compliance with the next paragraph hereof. For purposes conditions of this Agreement, at the term lineal descendant Closing, Sellers shall sell, assign, transfer, convey and deliver to, or cause to be sold, assigned, transferred, conveyed and delivered to, Buyer (or a designated Affiliate of Seller Buyer), and Buyer shall include purchase from Sellers, all of Sellers’ right, title and interest in and to the Seller's childrenassets described in Section 1.1(b), grandchildrenbut excluding the Excluded Assets (collectively, nephews the “Purchased Assets”), free and nieces, whether natural born or adopted. In the event of a transfer of some clear of all of Seller's Shares Liens for the Purchase Price, as determined pursuant to this ARTICLE I (the preceding paragraph hereof“Transaction”). Buyer may assign its rights, including a transfer pursuant but not its duties, under this Section 1.1(a) to a will designated Affiliate. (b) The Purchased Assets are: (i) all of Sellers’ prescription files and prescription records, data and patient refill history in respect of prescriptions filled by Sellers at the Pharmacies or pursuant otherwise utilized, maintained and/or generated by Sellers in the course of operating their business at the Pharmacies, with the exclusion of prescription files of patients who have opted to have their files transferred to a Pharmacy other than Buyer’s, subject to and in accordance with Section 6.6(d), including, without limitation, all hard copy prescriptions, patient profiles, signature logs, customer lists, and all electronic data of the foregoing maintained in any format by Sellers, for at least two (2) years prior to the laws Closing Date or such longer period as may be required to comply with any applicable Governmental Entity record retention rules and regulations (collectively, the “Pharmacy Records”); (ii) all pharmaceutical inventory, products and medical products and supplies, insulin, syringes, and schedule V items located at the Pharmacies (collectively, the “Inventory”), as set forth in the Inventory Instructions and subject to the exclusions set forth in the Inventory Instructions; (iii) all Intellectual Property relating to or used in the Business as set forth on Schedule 1.1(b)(iii), all goodwill associated therewith, and all claims, causes of descent action, and distributionrights to xxx at law or in equity for any past, each transferee present, or future infringement of the transferred Seller's Shares shall promptly notify same (collectively, the Stockholders “Transferred Intellectual Property”); (iv) all claims or causes of action that any Seller or Equity Holder may have against any Person for damages relating to the Purchased Assets; (v) exclusive rights to the telephone and Baltek facsimile numbers owned by Sellers or Equity Holder and that are used by Sellers or Equity Holder in writing their conduct of the transfer and shall abide by, and shall hold Business; (vi) goodwill with respect to the transferred Seller's Shares subject toPurchased Assets; and (vii) to the extent assignable or transferable, the terms outstanding non-compete, non-solicitation, and/or confidentiality agreements, if any, in favor of this Agreement that are applicable any Seller, Equity Holder or Guarantor with respect to the Seller Business, in each case, as of the time of the transfer and that would have been applicable to the Seller had he retained such Seller's Shares. As promptly as practicable after such transfer, the transferee of such Seller's Shares shall execute counterpart copies of this Agreement and shall deliver such counterparts to the Stockholders and Baltekset forth on Schedule 1.1(b)(vii).

The Purchase and Sale. Subject At the Closing (as defined in Section 1.4 --------------------- below) and subject to and upon the terms and conditions hereinafter set forth, at the respective closings of the transactions contemplated hereby, the Seller shall sell, convey and transfer the portion of the Seller's Shares set forth in Section 3 hereof, and deliver to Baltek certificates representing such shares, and Baltek shall purchase from Seller such portion of the Seller's Shares in consideration of the purchase price set forth in Section 4 herein below. The certificates representing Baltek's Common Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion. (a) the Seller may transfer Seller's Shares pursuant to a will or pursuant to the laws of descent and distribution (subject to compliance with the next paragraph hereof, which compliance shall be procured by the Seller's executor, administrator or other legal representative); and (b) the Seller may transfer all or any portion of Seller's Shares to (i) the spouse or any lineal ancestor or descendant of the Seller or (ii) any trust, the sole beneficiaries of which are any one or more of the Seller's spouse or any lineal ancestors or descendants of the Seller, subject to compliance with the next paragraph hereof. For purposes of this Agreement, the term lineal descendant Seller agrees to sell, transfer, convey, assign and deliver to Buyer, and Xxxxx agrees to purchase from the Seller, all of Seller shall include the Seller's childrenright, grandchildrentitle and interest in and to the assets and properties described on Schedule 1.1 hereto (collectively, nephews the "Assets" or the "Acquired Assets"), free and nieces, whether natural born or adopted. In the event of a transfer of some clear of all liens, pledges, charges, claims, security interests or other encumbrances of Seller's Shares pursuant to the preceding paragraph hereofany sort, including a transfer pursuant to a will without limitation, any debts, obligations, or pursuant to liabilities of Seller other than any such debt, obligation or liability that is an Assumed Liability hereunder, including without limitation, the laws of descent and distribution, each transferee following Assets of the transferred Seller's Shares shall promptly notify the Stockholders : (a) all trade accounts, notes and Baltek in writing of the transfer and shall abide by, and shall hold the transferred Seller's Shares subject to, the terms of this Agreement that are applicable to the Seller other receivables existing as of the time Closing Date generated by the Assets whether or not disclosed on the Closing Schedule (as defined below); provided, however, that no accounts receivable shall have an invoice date that is in excess of the transfer and that would have been applicable ninety (90) days prior to the Seller had he retained Closing Date; (b) the leaseholds and subleaseholds therein, including security deposits in connection with such Seller's Shares. As promptly leaseholds and subleaseholds, improvements, fixtures, and fittings thereon, and easements, rights-of-way, and other appurtenants thereto (such as practicable after such transfer, the transferee of such Seller's Shares shall execute counterpart copies of this Agreement appurtenant rights in and shall deliver such counterparts to the Stockholders and Baltek.public streets) set forth on Schedule 1.1

The Purchase and Sale. Subject to (a) On the terms and subject to the conditions hereinafter set forthforth in this Agreement, at on the respective closings Closing Date (as defined below), the Seller, who holds beneficial ownership of the transactions contemplated herebyAssets, the Seller shall sell, convey and assign, transfer the portion of the Seller's Shares set forth in Section 3 hereof, and deliver to Baltek certificates representing such sharesthe Buyer, free and Baltek shall purchase from Seller such portion clear of all Liens, all of the Seller's Shares in consideration Assets. The “Assets” shall be comprised of the purchase price intangible assets, intellectual property, Work In Process, furniture, fixtures, equipment, inventory and other physical assets of Seller’s nanoShield division as set forth on Exhibit A and any and all rights of Seller in Section 4 herein belowand to the Assets. The certificates representing Baltek's Common Stock Parties acknowledge and agree that the Assets shall be duly endorsed for transfer specifically not include any cash or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in accounts receivable related to the customary fashionAssets to the extent accruing prior to the Closing Date. (ab) the Seller may transfer Seller's Shares pursuant The Assets shall be sold and transferred to a will or pursuant buyer by means of (i) with respect to the laws physical assets, a Bill of descent and distribution Sale, in the form as attached hereto as Exhibit B (subject to compliance with the next paragraph hereof, which compliance shall be procured by the Seller's executor, administrator or other legal representative“Bill of Sale”); and (bii) with respect to intangible assets or intellectual property, a Patent and Trademark Assignment Agreement in the Seller may transfer all or any portion of Seller's Shares to form as attached hereto as Exhibit C, a Patent and Know-How License Agreement in the form attached hereto as Exhibit D, and a Patent License-Back Agreement in the form as attached hereto as Exhibit E (icollectively Exhibit C, Exhibit D and Exhibit E, the “IP Agreements”). (c) The purchase price for the spouse or any lineal ancestor or descendant Assets shall be $4,000,000 (the “Purchase Price”). The Purchase Price shall be allocated amongst the various assets as set forth on Exhibit A. (d) The Parties acknowledge and agree that Xxxxx will be responsible for, and does assume liability for, the ownership and operation of the Seller or (ii) any trust, Assets on and following the sole beneficiaries Closing Date and for the fulfillment of which are any one or more of the Seller's spouse or any lineal ancestors or descendants of the Seller, subject to compliance with the next paragraph hereof. For purposes of this Agreement, the term lineal descendant of Seller shall include the Seller's children, grandchildren, nephews and nieces, whether natural born or adopted. In the event of a transfer of some of all of Seller's Shares pursuant to the preceding paragraph hereof, including a transfer pursuant to a will or pursuant to the laws of descent and distribution, each transferee of the transferred Seller's Shares shall promptly notify the Stockholders and Baltek in writing of the transfer and shall abide by, and shall hold the transferred Seller's Shares subject to, the terms of this Agreement that are applicable to the Lease on and following the Closing Date. (e) Other than as specifically set forth herein, the Seller as of is selling the time of Assets to Buyer, and Buyer is acquiring the transfer Assets from Seller, on an “as-is” basis and that would have been applicable to the Seller had he retained such Seller's Sharescondition. As promptly as practicable after such transferEXCEPT FOR THE WARRANTY OF TITLE OR AS OTHERWISE SET FORTH HEREIN, the transferee of such Seller's Shares shall execute counterpart copies of this Agreement and shall deliver such counterparts to the Stockholders and BaltekSELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES , WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE ASSETS AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

The Purchase and Sale. Subject to Upon the terms and conditions hereinafter set forth, at the respective closings of the transactions contemplated hereby, the Seller shall sell, convey and transfer the portion of the Seller's Shares set forth in Section 3 hereof, and deliver to Baltek certificates representing such shares, and Baltek shall purchase from Seller such portion of the Seller's Shares in consideration of the purchase price set forth in Section 4 herein below. The certificates representing Baltek's Common Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion. (a) the Seller may transfer Seller's Shares pursuant to a will or pursuant subject to the laws of descent and distribution (subject to compliance with the next paragraph hereof, which compliance shall be procured by the Seller's executor, administrator or other legal representative); and (b) the Seller may transfer all or any portion of Seller's Shares to (i) the spouse or any lineal ancestor or descendant of the Seller or (ii) any trust, the sole beneficiaries of which are any one or more of the Seller's spouse or any lineal ancestors or descendants of the Seller, subject to compliance with the next paragraph hereof. For purposes conditions of this Agreement, Acquiror agrees to purchase from each Seller and each Seller agrees to sell, transfer, convey, assign and deliver, or cause to be sold, transferred, conveyed, assigned and delivered, to Acquiror at Closing all of such Seller’s right, title and interest in and to all of the term lineal descendant assets, properties and business of every kind and description, wherever located, real, personal or mixed, tangible or intangible, owned, held or used by such Seller shall include in the Seller's childrenconduct of the Business as currently conducted or currently proposed to be conducted, grandchildrenincluding all right, nephews title and niecesinterest of such Seller in, whether natural born or adopted. In to and under the event Seller Products and such of a transfer of some of the foregoing as are more specifically described below, excepting only the Excluded Assets (collectively, the “Purchased Assets”): (i) all leases of, and other interests in, real property, in each case together with all buildings, fixtures, and improvements erected thereon; (ii) all personal property and interests therein, including machinery, equipment, furniture, office equipment, communications equipment, vehicles and other tangible property relating to the Business (the “Tangible Assets”), including the Tangible Assets listed on Schedule 1.2(ii) hereto; (iii) all raw materials, work-in-process, finished goods, supplies and inventories relating to the Business and all rights under purchase orders to purchase any inventory, including without limitation all Seller Products and all of Seller's Shares ’s Intellectual Property therein; (iv) all rights of either Seller under (A) those Contracts of such Seller set forth on Exhibit E (collectively, the “Assumed Contracts”) (B) Contracts between either of Sellers and any employee of such Seller solely to the extent that such Contracts relate to the confidentiality, nondisclosure, assignment of proprietary rights or noncompetition obligations of such employee with respect to the Business, Seller Products or the Purchased Assets, and (C) all Contracts entered into by either Seller in the course of operating the Business that generally have expired or been terminated or canceled containing a provision or evidencing an obligation of a party other than either Seller, or any right of either Seller, relating to Seller IP Rights that survives such expiration, termination or cancellation (Acquiror may, by notice to Sellers, at any time after the date hereof, amend Exhibit E to include additional Assumed Contracts); (v) Cash Assets and/or Accounts Receivable owned by either Seller relating to the Business having an aggregate value, net of deferred revenue obligations associated with such Accounts Receivable, equal to (A) the amount of the Assumed Current Liabilities (as defined in Section 1.4 below) minus (B) any Working Capital Reduction (provided that such Cash Assets shall not consist of any cash payable to any Seller pursuant to that certain Escrow Agreement by and among Sellers, Kodak Polychrome Graphics LLC and Kodak Polychrome Graphics Company Ltd dated as of May 13, 2004) (the preceding paragraph hereofcurrent assets of Sellers transferred under this Section 1.2(v) being referred to herein as the “Assigned Current Assets”); (vi) all prepaid expenses, including a transfer pursuant to a will or pursuant advances and deposits owned by either Seller relating to the laws of descent Business including without limitation ad valorem taxes, leases, rentals and distribution, each transferee of the transferred Seller's Shares shall promptly notify the Stockholders and Baltek in writing of the transfer and shall abide bysoftware maintenance fees, and shall hold security deposits; (vii) all of Sellers’ rights, claims, credits, causes of action or rights of set-off against third parties relating to the transferred Seller's Shares subject Purchased Assets; (viii) all transferable licenses, permits or other governmental authorizations affecting, or relating in any way to, the terms Business of this Agreement either Seller; (ix) all of Sellers’ data regarding customers or prospective customers of the Business including without limitation customer lists, customer account histories, all customer technical support data, and all other marketing, promotional and sales information, whether stored in written form, magnetic or electronic media or in any other form, that have been or now are related to the Business or that have been or now are used, developed or purchased in connection with the Business; (x) all books, records, files, correspondence and papers of each Seller, whether in hard copy or computer format, relating in any manner to the Business, including engineering information, sales and promotional literature, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former users of each Seller’s products and services, customer supplies and vendor records, personnel, payroll and employment records (to the extent permitted by applicable law) relating to the Transferred Individuals, and any information relating to Tax imposed on the Purchased Assets; (xi) all Seller-Owned IP Rights, copies and tangible embodiments thereof in whatever form or medium, all rights in any of the foregoing provided by international treaties and conventions, and all rights to use and recover for damages for past, present and future infringement, dilution, misappropriation, violation, unlawful imitation or breach thereof; (xii) subject to Section 1.6, all software tools, development tools, testing tools, testing suites and environments owned, possessed, used, developed or under development by either Seller and used in or, to be used in, the Business, including source and object code versions thereof in any format and for all hardware platforms, software platforms and operating environments; (xiii) all marketing, sales and promotional literature relating to any Seller Products; (xiv) all indemnification agreements in favor of each Seller with, and indemnification and similar rights against, third parties; (xv) all rights or claims against employees or consultants; (xvi) all trade accounts receivable of Sellers with respect to which Sellers have deferred revenue obligations that are applicable being assumed by Acquiror under the Assumed Contracts; (xvii) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that Acquiror is the successor to the Business; and (xviii) all (A) other assets (and related rights) acquired, developed or primarily used in connection with the Business currently or previously, and (ii) all warranties and representations made to either Seller as or any of their Affiliates by third parties with respect to any of the time Purchased Assets or the Business, all rights, privileges, remedies, set-offs, allowances, rebates, refunds, discounts and credits granted to either Seller or any of their Affiliates with respect to any Purchased Asset or the Business, together with any and all claims, demands, causes of action and rights of either Seller or any of their Affiliates existing previously, now or hereafter with respect to any of the transfer and Purchased Assets or the Business. To the extent that any tangible or intangible assets or rights are discovered or identified at any time after the Closing Date that, pursuant to this Agreement, constitute Purchased Assets (or would have been if such assets or rights been listed in the applicable schedules) and should have been transferred to the Seller had he retained such Acquiror, each Seller's Shares. As , as applicable, shall immediately transfer and promptly as practicable after such transfer, the transferee of such Seller's Shares shall execute counterpart copies of this Agreement and shall deliver such counterparts them (or cause them to the Stockholders and Baltekbe delivered) to Acquiror without additional payment.

The Purchase and Sale. Subject The Purchase and Sale . At the Closing (as defined in Section 1.2 below) and subject to and upon the terms and conditions hereinafter set forth, at the respective closings of the transactions contemplated hereby, the Seller shall sell, convey and transfer the portion of the Seller's Shares set forth in Section 3 hereof, and deliver to Baltek certificates representing such shares, and Baltek shall purchase from Seller such portion of the Seller's Shares in consideration of the purchase price set forth in Section 4 herein below. The certificates representing Baltek's Common Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion. (a) the Seller may transfer Seller's Shares pursuant to a will or pursuant to the laws of descent and distribution (subject to compliance with the next paragraph hereof, which compliance shall be procured by the Seller's executor, administrator or other legal representative); and (b) the Seller may transfer all or any portion of Seller's Shares to (i) the spouse or any lineal ancestor or descendant of the Seller or (ii) any trust, the sole beneficiaries of which are any one or more of the Seller's spouse or any lineal ancestors or descendants of the Seller, subject to compliance with the next paragraph hereof. For purposes of this Agreement, the term lineal descendant Company agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer agrees to purchase from the Company, all of Seller shall include the SellerCompany's childrenright, grandchildrentitle and interest in and to all of the assets and properties of the Company (collectively the "Assets" or the "Acquired Assets," and specifically excluding those assets, nephews if any, set forth on Schedule 1.1 (the "Excluded Assets") free and niecesclear of all liens, whether natural born pledges, charges, claims, security interests or adopted. In other encumbrances of any sort (collectively, the event "Liens") other than liens for personal property and sales and payroll taxes not yet due and payable and any Lien that does not materially impair the value, use or enjoyment of a transfer of some of material Asset (collectively, "Permitted Liens"), including without limitation, the following to the extent owned by the Company: all of Seller's Shares accounts, notes and other receivables; real property, leaseholds and subleaseholds therein, improvements, fixtures, and fittings thereon, and easements, rights-of-way, and other appurtenants thereto (such as appurtenant rights in and to public streets) other than the Property (defined in Section 6.3(m); provided, however, that Buyer shall be granted an option to purchase the Property pursuant to the preceding paragraph Section 6.3(m) hereof; tangible personal property (such as machinery, including a transfer pursuant equipment, inventories of raw materials and supplies, manufactured and purchased parts, goods in process and finished goods, computers and other office equipment, furniture, automobiles, trucks, tractors, trailers, tools, jigs, and dies); Company Intellectual Property Rights (as defined in Section 2.11 herein) goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to a will or pursuant to protection of interests therein under the laws of descent and distributionall jurisdictions; leases, each transferee of the transferred Seller's Shares shall promptly notify the Stockholders and Baltek in writing of the transfer and shall abide bysubleases, and shall hold rights thereunder; agreements, contracts, indentures, mortgages, instruments, Encumbrances, guaranties, other similar arrangements, and rights thereunder; claims, deposits, prepayments, refunds, causes of action, chooses in action, rights of recovery, rights of set off, and rights of recoupment (excluding any such item relating to Taxes); franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from governments and governmental agencies; books, records, ledgers, files, documents, correspondence, lists, customer lists, plats, architectural plans, drawings, and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials; and cash (other than cash resulting from accounts receivable reflected on the transferred Seller's Shares subject to, the terms of this Agreement that are applicable to the Seller as of the time of the transfer and that would have been applicable to the Seller had he retained such Seller's Shares. As promptly as practicable after such transfer, the transferee of such Seller's Shares shall execute counterpart copies of this Agreement and shall deliver such counterparts to the Stockholders and BaltekClosing Financials).