Common use of Transactions to be Effected at the Closing Clause in Contracts

Transactions to be Effected at the Closing. (a) At the Closing, the Seller shall deliver or cause to be delivered to Purchaser the following: (i) a duly executed counterpart of an assignment and assumption and xxxx of sale substantially in the form of Exhibit B (the “Assignment and Assumption”); (ii) a duly executed counterpart of an intellectual property assignment agreement substantially in the form of Exhibit C (the “IP Assignment”); (iii) a duly executed (and, to the extent required by Law, notarized) special warranty deed (or local equivalent) applicable to each Transferred Owned Real Property, in recordable form and otherwise substantially in the form of Exhibit D (each, a “Deed”), together with duly executed counterparts (if required by a grantor) of accompanying Tax Returns with respect to any Transfer Taxes to be filed as contemplated by Section 7.10(a); (iv) a duly executed counterpart of each lease assignment and assumption agreement applicable to each Transferred Leased Real Property, substantially in the form of Exhibit E (each, a “Lease Assignment and Assumption Agreement”); (v) a duly executed counterpart of the Transition Services Agreement as contemplated by Section 7.15; (vi) a duly executed counterpart of the Seller Tolling Agreement as contemplated by Section 7.15; (vii) a duly executed counterpart of the Purchaser Tolling Agreement as contemplated by Section 7.15; (viii) a duly executed counterpart of each Local Transfer Agreement required by Section 2.05; (ix) the certificates contemplated in Section 8.02; (x) with respect to each foreign Selling Entity, a duly executed certificate that none of the Transferred Assets being sold by such foreign Selling Entity constitute a “United States real property interest” within the meaning of Section 897(c) and the Treasury Regulations thereunder, in form reasonably agreed upon by the parties; and (xi) with respect to each non-foreign Selling Entity, a duly executed certificate of non-foreign status in accordance with Section 1.1445-2(b)(2) of the U.S. Treasury Regulations, in form reasonably agreed upon by the parties.

Transactions to be Effected at the Closing. (a) At the Closing, the Seller Sellers shall deliver to the Buyer or cause to be delivered to Purchaser the followingone or more of its Designated Affiliates, as applicable: (i) (x) a duly executed counterpart bxxx of an sale, assignment and assumption agreement, intellectual property assignments (including a patent assignment and xxxx trademark assignment), and the other assignments, certificates and other appropriate documents of sale substantially in transfer, including assignments related to the form Assigned Contracts, transferring the Purchased Assets to the Buyer (or one or more of Exhibit B its Designated Affiliates) and (the “Assignment and Assumption”); (iiy) a duly executed counterpart of an intellectual property assignment agreement substantially in the form of Exhibit C (the “IP Assignment”); (iii) a duly executed (and, to the extent required by Law, notarized) special warranty deed (or local equivalent) applicable to each Transferred Owned Real Property, in recordable form and otherwise substantially in the form of Exhibit D (each, a “Deed”) transferring fee simple title to each parcel of the Transferred Real Property to the Buyer (or one or more of its Designated Affiliates), together with in the forms attached hereto as Exhibit B (the “Assignment Documents”), in each case, duly executed counterparts and acknowledged by the Sellers and the other applicable members of the Seller Group; (if required ii) a Restrictive Covenants Agreement, duly executed by a grantoreach Person set forth on Section 9.07 of the Disclosure Schedules; (iii) of accompanying Tax Returns with respect to any Transfer Taxes to be filed as contemplated the Escrow Agreement, duly executed by Section 7.10(a)each Seller and the Escrow Agent; (iv) a certificate, duly executed counterpart by each Seller, of each lease assignment such Seller’s non-foreign status in a form and assumption agreement applicable to each Transferred Leased Real Property, substantially in manner that complies with Section 1445 of the form of Exhibit E (each, Code and the Treasury Regulations promulgated thereunder and a “Lease Assignment and Assumption Agreement”)duly executed IRS Form W-9 claiming a complete exemption from backup withholding; (v) a certificate, duly executed counterpart by the Secretary or Assistant Secretary of each Seller, certifying (A) that each of the Transition Services conditions set forth in Section 5.2(a), Section 5.2(b), Section 5.2(c) and Section 5.2(d) have been satisfied, (B) that attached thereto are true and complete copies of all resolutions adopted by the board of directors and shareholders of such Seller authorizing the execution, delivery and performance of this Agreement as contemplated by Section 7.15; and any Transaction Documents to which such Seller is party and the consummation of the Transaction, (C) that all such resolutions are in full force and effect on the date hereof and are all the resolutions adopted in connection with the Transaction, and (D) the names and signatures of the officers of such Seller authorized to sign this Agreement, the Transaction Documents and all other documents to be delivered hereunder and thereunder; (vi) a duly executed counterpart such other instruments of transfer, assumption, filings or documents (including, but not limited to, gap indemnities, owner’s affidavits and such other documents as may be necessary or appropriate for purposes of recordation of each Deed or as otherwise reasonably requested by the Seller Tolling Title Company in order to consummate the transaction contemplated hereby and issue the Title Policies, as defined in Section 4.19 below), in form and substance reasonably satisfactory to the Sellers and the Buyer, as may be required to give effect to this Agreement as contemplated by Section 7.15and the Transaction Documents; (vii) a duly executed counterpart good standing certificate with respect to each Seller issued by the applicable Governmental Authority, dated within five days of the Purchaser Tolling Agreement as contemplated by Section 7.15Closing; (viii) written evidence, in a duly executed counterpart form and substance reasonably satisfactory to the Buyer, of (A) the release of all Liens other than Permitted Liens on any Purchased Assets, (B) payoff letters (“Payoff Letters”) from each Local Transfer Agreement required by Section 2.05lender of the Indebtedness, in form and substance reasonably satisfactory to the Buyer, evidencing the aggregate amount of such Indebtedness outstanding as of the Closing Date (including any interest accrued thereon and any penalties, breakage costs, fees and premiums associated with the repayment of such Indebtedness at the Closing) and an agreement that, if such aggregate amount so identified is paid to such lender on the Closing Date, such Indebtedness shall be repaid in full and that all Liens affecting any Purchased Asset will be released and (C) the termination of all Hedge Contracts and the release of all Liens existing pursuant thereto or in connection therewith; (ix) releases, in form and substance reasonably satisfactory to the certificates contemplated Buyer, from the individuals set forth on Section 1.7(a)(ix) of the Disclosure Schedules for all Liabilities resulting from, arising out of, in Section 8.02connection with, or otherwise with respect to the Retirement Benefit Agreements; (x) with respect to each foreign Selling Entity, a duly executed certificate that none of the Transferred Assets being sold by such foreign Selling Entity constitute a “United States real property interest” within the meaning of Section 897(c) and the Treasury Regulations thereunderwritten evidence, in form and substance reasonably agreed upon satisfactory to the Buyer, that ESI has included the Buyer as a named insured under all insurance policies that ESI maintains, or is required to maintain, pursuant to the Construction Contract; (xi) the Construction Contract Security Documents, duly executed by the partiesSellers and other parties thereto; (xii) a certificate, duly executed by an officer of Cxxxx, certifying that Cxxxx has implemented cost saving measures that will reduce, on an aggregate basis over a period of twelve consecutive months from the date such cost saving measures are implemented, operating cost of the Business equal to no less than $756,000, which certificate shall identify, to the reasonable satisfaction of the Buyer, such cost savings measures; (xiii) if Final Completion has not occurred prior to the Closing, the Owner’s Representative Agreement, duly executed by the Sellers and by ESI; (xiv) a Cxxxx Name Usage Agreement, duly executed by each Person set forth on Section 9.08 of the Disclosure Schedules; and (xixv) with respect to each non-foreign Selling Entityan Employment Agreement, a duly executed certificate of non-foreign status in accordance with by each Person set forth on Section 1.1445-2(b)(2) of the U.S. Treasury Regulations, in form reasonably agreed upon by the parties.1.7(a)(xv)

Transactions to be Effected at the Closing. (a) At the Closing, the Seller shall deliver or cause to be delivered to Purchaser the followingBuyer will: (i) a duly executed counterpart pay to the Seller (by wire transfer of an assignment and assumption and xxxx of sale substantially immediately available funds to the account designated by the Seller in the Estimated Closing Statement) an amount equal to the Closing Payment as set forth on the Estimated Closing Statement; (ii) pay an amount equal to the estimated Closing Indebtedness to the applicable payees, as set forth on the Estimated Closing Statement; (iii) subject to ‎Section 2.3(c), pay the estimated Closing Transaction Costs to the applicable payees, as set forth on the Estimated Closing Statement; (iv) deliver to the Seller true and correct copies of the R&W Policy; (v) deliver to the Seller a counterpart to the Transition Services Agreement, in substantially the form of attached to this Agreement as Exhibit B as may be modified by Section 5.9(d) (the “Assignment and AssumptionTransition Services Agreement”), duly executed by the Buyer; and (vi) deliver to the Seller a certificate duly executed by an authorized officer of the Buyer, dated as of the Closing Date, stating that the conditions specified in ‎Section 6.2(a) and ‎Section 6.2(b) have been satisfied. (b) At the Closing, the Seller will deliver, or cause to be delivered, to the Buyer: (i) certificates representing the Purchased Interests, each duly endorsed by the Seller or accompanied by separate stock powers attached thereto and signed in blank; (ii) a properly prepared certificate of non-foreign status under Treas. Reg. § 1.1445-2(b)(2) and an IRS Form W-9, in each case, duly executed counterpart of an intellectual property assignment agreement substantially in by the form of Exhibit C (the “IP Assignment”)Seller; (iii) a certificate, duly executed (andby an authorized officer of the Seller, to dated as of the extent required by LawClosing Date, notarizedstating that the conditions specified in ‎Section 6.1(a) special warranty deed (or local equivalentand ‎Section 6.1(b) applicable to each Transferred Owned Real Property, in recordable form and otherwise substantially in the form of Exhibit D (each, a “Deed”), together with duly executed counterparts (if required by a grantor) of accompanying Tax Returns with respect to any Transfer Taxes to be filed as contemplated by Section 7.10(a)have been satisfied; (iv) a duly executed counterpart resignations from office, to be effective as of the Closing, each in substantially the form attached to this Agreement as Exhibit C, of each lease assignment of the directors, managers and assumption agreement applicable officers or other representatives of each of the Company Entities designated by the Buyer in writing prior to each Transferred Leased Real Property, substantially in the form of Exhibit E (each, a “Lease Assignment and Assumption Agreement”)Closing; (v) a duly executed counterpart of to the Transition Services Agreement as contemplated Agreement, duly executed by Section 7.15; the Seller; (vi) a certificate, dated as of the Closing Date, signed by a duly executed counterpart authorized officer of the Seller, certifying to and attaching the resolutions of the board of directors of the Seller Tolling authorizing the execution and delivery of this Agreement as and each Ancillary Agreement to which the Seller is a party and the consummation of the transactions contemplated by Section 7.15hereby and thereby; (vii) a duly executed counterpart certificate of good standing with respect to each of the Purchaser Tolling Agreement Company Entities that is not a foreign entity, issued by the Secretary of State of the State of formation or incorporation, as contemplated by Section 7.15;applicable, of each of the Company Entities, dated no earlier than 10 days prior to the Closing Date; (viii) a properly completed and duly executed counterpart Section 336(e) Election statements with respect to the sale of each Local Transfer Agreement required by Section 2.05Company Entities that are domestic corporations within the meaning of Sections 7701(a)(3) and (4) of the Code that comply with Treasury Regulation Sections 1.336-(h)(5)-(6) and are in form and substance reasonably satisfactory to the Buyer; (ix) customary payoff letters from the certificates contemplated holders of the Indebtedness of the Company Entities set forth on ‎Section 2.3(b)(ix) of the Disclosure Schedule; which payoff letters will provide for (A) the termination of any applicable Liens at the Closing and (B) the filing of customary Lien releases as soon as practicable following the Closing, in Section 8.02;each case, subject to the receipt by the holders of such Indebtedness of the applicable payoff amounts; and (x) with respect to each foreign Selling Entityan unaudited, a duly executed certificate that none pre-tax balance sheet of the Transferred Assets being sold by Company Entities, as of the end of the calendar quarter immediately preceding the Closing Date (provided that if the end of such foreign Selling Entity constitute a “United States real property interest” calendar quarter ends within 45 days prior to the meaning Closing, then such balance sheet shall be as of Section 897(cthe end of the prior calendar quarter) and the Treasury Regulations thereunderrelated unaudited pre-tax statements of income, pre-tax cash flows and pre-tax equity for the applicable year-to-date period (provided that if such calendar quarter ends within 45 days prior to the Closing, then such statements of income, cash flows and equity shall be as of the period ending on the last day of the prior calendar quarter) (the balance sheet and statements described in form reasonably agreed upon this Section 2.3(b)(x), the “Last Quarter Financials”). (c) To the extent that any component of a Closing Amount is identified on the Estimated Closing Statement as components to be paid to Employees through a Company Entity’s regular payroll (each, an “Employee Payment”), the Buyer shall pay those amounts to the applicable Company Entity at the Closing, and such Company Entity shall, and following the Closing the Buyer shall cause the applicable Company Entity to, pay the Employee Payments to the applicable Employees on the Closing Date or, if the Closing Date is not a regular payroll date for the applicable Company Entity, not later than the applicable Company Entity’s next regular payroll date. Notwithstanding the foregoing, if any Employee Payment is not paid to the applicable Employee, whether due to the termination of the applicable Company Entity’s obligation to make such Employee Payment or for any other reason, the applicable Company Entity shall, and the Buyer shall cause the applicable Company Entity to, pay to the Seller (by wire transfer of immediately available funds to the account(s) designated by the parties; and Seller in the Estimated Closing Statement) such Employee Payment on the earlier of (xii) with respect the Business Day following the date on which such Employee Payment was due to each non-foreign Selling be made to the applicable Employee and (ii) the date on which the applicable Company Entity, a duly executed certificate of non-foreign status in accordance with Section 1.1445-2(b)(2) of the U.S. Treasury Regulations, in form reasonably agreed upon by the parties’s obligation to make such Employee Payment is terminated.

Transactions to be Effected at the Closing. (a) At or prior to the Closing, the Seller shall deliver deliver, or cause to be delivered delivered, to Purchaser the Buyer each of the following: (i) a certificates representing the Shares, duly executed counterpart endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, free and clear of an assignment all Liens (other than restrictions generally imposed on securities under U.S. federal, state or foreign securities Laws, and assumption and xxxx restrictions created, directly or indirectly, by or on behalf of sale substantially in the form of Exhibit B (the “Assignment and Assumption”Buyer); (ii) a certificate, duly executed counterpart by an authorized officer of an intellectual property assignment agreement substantially in the form of Exhibit C (the “IP Assignment”Seller, as contemplated by Sections 8.2(a) and 8.2(b); (iii) a certificate, duly executed (andby an authorized officer of the Company, to the extent required by Law, notarized) special warranty deed (or local equivalent) applicable to each Transferred Owned Real Property, in recordable form and otherwise substantially in the form of Exhibit D (each, a “Deed”), together with duly executed counterparts (if required by a grantor) of accompanying Tax Returns with respect to any Transfer Taxes to be filed as contemplated by Section 7.10(aSections 8.2(a) and 8.2(b); (iv) a duly executed counterpart certificate of each lease assignment the Secretary or an Assistant Secretary (or equivalent officer) of the Seller certifying, as applicable, that attached thereto (A) are true and assumption agreement applicable complete copies of the requisite approval and all resolutions adopted by the Seller’s Board of Directors authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements, and the consummation of the Acquisition and the other transactions contemplated by this Agreement and the Ancillary Agreements, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Acquisition and (B) are the names and signatures of the officers of the Seller authorized to each Transferred Leased Real Propertysign this Agreement, substantially in the form of Exhibit E (each, a “Lease Assignment Ancillary Agreements and Assumption Agreement”)the other documents to be delivered hereunder and thereunder; (v) a duly executed counterpart certificate of the Transition Services Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying, as applicable, that attached thereto (A) are true and complete copies of the requisite approvals and all resolutions adopted by the Company’s Board of Directors authorizing the execution, delivery and performance of this Agreement as and the Ancillary Agreements and the consummation of the Acquisition and the other transactions contemplated by Section 7.15; this Agreement and the Ancillary Agreements, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Acquisition, (B) are the names and signatures of the officers of the Company authorized to sign this Agreement and the Ancillary Agreements and the other documents to be delivered hereunder and thereunder, and (C) are true and complete copies of the organizational documents of the Company and its Subsidiaries; (vi) a duly executed counterpart certificate of good standing from the Secretary of State for the State of Delaware in respect of the Seller Tolling Agreement Company dated as contemplated by Section 7.15of no earlier than three (3) Business Days prior to the Closing Date; (vii) a copy of an escrow agreement substantially in the form attached as Exhibit B (the “Escrow Agreement”), duly executed counterpart of by the Purchaser Tolling Agreement as contemplated by Section 7.15Seller; (viii) a copy of a reseller agreement, substantially in the form attached as Exhibit C (the “Reseller Agreement”), duly executed counterpart of each Local Transfer Agreement required by Section 2.05the Seller and the Company; (ix) a copy of a transition services agreement substantially in the certificates contemplated form attached as Exhibit D with the exhibits thereto to be finalized in accordance with Section 8.025.18 (the “Transition Services Agreement”), duly executed by the Seller and the Company; (x) with respect to each foreign Selling Entitya copy of a license agreement substantially in the form attached as Exhibit E (the “License Agreement”), a duly executed certificate that none by the Seller and the Company; (xi) resignation letters in the form attached hereto as Exhibit F, effective as of the Transferred Assets being sold Closing, executed by such foreign Selling Entity constitute a “United States real property interest” within each director and officer, as applicable, of the meaning of Section 897(c) Company and the Treasury Regulations thereunder, in form reasonably agreed upon its Subsidiaries as designated by the partiesBuyer in writing to the Company (such designation to have been made at least three (3) Business Days prior to the Closing Date); and (xixii) with respect an IRS Form W-9 of the Seller certifying that it is a United States person and not subject to backup withholding. (b) At or prior to the Closing, the Buyer shall deliver to the Seller each non-foreign Selling Entityof the following: (i) payment, by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Seller (such designation to have been made at least three (3) Business Days prior to the Closing Date), of an amount equal to the Closing Purchase Price; and (ii) a copy of the Escrow Agreement, duly executed certificate by the Buyer; (iii) a certificate, duly executed by an authorized officer of non-foreign status the Buyer, as contemplated by Sections 8.3(a) and 8.3(b). (c) At Closing, by wire transfer of immediately available funds, the Buyer shall pay, or cause to be paid, the Escrow Amount to the Escrow Agent, by wire transfer of immediately available funds to be held in the Escrow Account, subject to the terms and conditions of the Escrow Agreement. (d) Promptly following the Closing, by wire transfer of immediately available funds, on behalf of the Company and its Subsidiaries, the Company shall pay, or the Buyer shall cause the Company to pay, the Company Transaction Expenses described in clause (i) of the definition thereof in accordance with wire transfer instructions provided by each payee thereof. (e) At Closing, the Buyer shall repay, or cause the Company to repay, the obligations set forth on Section 1.1445-2(b)(21.4(e) of the U.S. Treasury Regulations, Company Disclosure Schedule (if any) by wire transfer of immediately available funds in form reasonably agreed upon accordance with wire transfer instructions set forth in the Payoff Letters provided to the Buyer by the partiesSeller prior to the Closing Date.

Transactions to be Effected at the Closing. At the Closing: (a) At Seller shall deliver or cause to be delivered: (i) to Carlyle Buyer, (A) certificates representing the ClosingCarlyle Buyer Purchased Units, together with duly executed assignments or other instruments of transfer with respect to the transfer of such Units, duly executed by an authorized officer of Seller, (B) a cross-receipt duly executed by Seller acknowledging receipt by Seller of the Carlyle Buyer Purchase Price and (C) such other documents and other instruments as may be otherwise necessary to evidence and effect the purchase and sale of the Carlyle Buyer Purchased Units; (ii) to T&D, (A) certificates representing the T&D Purchased Units, together with duly executed assignments or other instruments of transfer with respect to the transfer of such Units, duly executed by an authorized officer of Seller, (B) a cross-receipt duly executed by Seller acknowledging receipt by Seller of the T&D Purchase Price and (C) such other documents and other instruments as may be otherwise necessary to evidence and effect the purchase and sale of the T&D Purchased Units; and (iii) to each Purchaser, (A) the certificates of Seller contemplated by Section 6.02(a)(i) and Section 6.02(a)(ii), each duly executed by an authorized officer of Seller, (B) a certification of non-foreign status, for purposes of Section 897 and 1445 of the Code, and an IRS Form W-9, (C) each Closing Transaction Agreement and (solely where all Required Approvals in respect of such Post-Closing Transaction Agreements have been received) each Post-Closing Transaction Agreement to which Seller or any Seller Party (including the Company and each Company Subsidiary, as applicable) is a party (to the extent not previously entered into), duly executed by Seller and all such Seller Parties, as applicable and (D) letters of resignation from all but one of the managers appointed by Seller to the board of managers of the Company (the “Board”). (b) Carlyle Buyer shall deliver or cause to be delivered to Purchaser the followingSeller: (i) payment, by wire transfer to a bank account designated in writing by Seller (such designation to be made at least two Business Days before the Closing Date), of immediately available funds in an amount equal to the Carlyle Buyer Purchase Price as determined pursuant to Section 1.01(a). (ii) the certificates of Carlyle Buyer contemplated by Section 6.03(a) and Section 6.03(b), each duly executed counterpart by an authorized representative of Carlyle Buyer; (iii) a cross-receipt duly executed by an assignment authorized representative of Carlyle Buyer acknowledging receipt by Carlyle Buyer of the certificates representing the Carlyle Buyer Purchased Units; and (iv) such other documents and assumption other instruments as may be otherwise necessary to evidence and xxxx effect the purchase and sale of sale substantially the Carlyle Buyer Purchased Units. (c) T&D shall deliver or cause to be delivered to Seller: (i) payment, by wire transfer to a bank account designated in writing by Seller (such designation to be made at least two Business Days before the form Closing Date), of Exhibit B (immediately available funds in an amount equal to the “Assignment and Assumption”T&D Purchase Price as determined pursuant to Section 1.01(b); (ii) a the certificates of T&D contemplated by Section 6.03(a) and Section 6.03(b), each duly executed counterpart by an authorized officer of an intellectual property assignment agreement substantially in the form of Exhibit C (the “IP Assignment”)T&D; (iii) a cross-receipt duly executed (by an authorized officer of T&D acknowledging receipt by T&D of the certificates representing the T&D Purchased Units; and, to the extent required by Law, notarized) special warranty deed (or local equivalent) applicable to each Transferred Owned Real Property, in recordable form and otherwise substantially in the form of Exhibit D (each, a “Deed”), together with duly executed counterparts (if required by a grantor) of accompanying Tax Returns with respect to any Transfer Taxes to be filed as contemplated by Section 7.10(a); (iv) a such other documents and other instruments as may be otherwise necessary to evidence and effect the purchase and sale of the T&D Purchased Units. (d) Each party hereto shall deliver to the other parties hereto (i) the Amended and Restated Operating Agreement, duly executed counterpart by such party (other than Carlyle Holdings and T&D Holdings) and (ii) copies (or other evidence) of each lease assignment and assumption agreement applicable to each Transferred Leased Real Property, substantially receipt of all of its Required Approvals in the form satisfaction of Exhibit E (each, a “Lease Assignment and Assumption Agreement”Section 6.01(a);. (ve) a duly executed counterpart Each of Carlyle Buyer and T&D shall be entitled to deduct and withhold from the Transition Services consideration otherwise payable by it to Seller pursuant to this Agreement such amounts as contemplated by Section 7.15; (vi) a duly executed counterpart of the Seller Tolling Agreement as contemplated by Section 7.15; (vii) a duly executed counterpart of the Purchaser Tolling Agreement as contemplated by Section 7.15; (viii) a duly executed counterpart of each Local Transfer Agreement it is required by Section 2.05; (ix) the certificates contemplated in Section 8.02; (x) under Law to deduct and withhold with respect to each foreign Selling the making of such payment and to the extent that amounts are so withheld and properly remitted to the appropriate Governmental Entity, a duly executed such withheld amounts shall be treated for all purposes of this Agreement as having been paid to and received by Seller, provided, however, that (i) assuming the certificate that none described in Section 1.04(a)(iii)(B) is delivered at the Closing, neither Carlyle Buyer nor T&D, as applicable, is aware of any requirement of Law as of the Transferred Assets being sold by date hereof under which it must withhold from the consideration otherwise payable to Seller pursuant to this Agreement, (ii) Carlyle Buyer or T&D, as applicable, shall provide prior notice to Seller of any such foreign Selling Entity constitute a “United States real property interest” within the meaning of Section 897(c) requirement to deduct and the Treasury Regulations thereunder, in form reasonably agreed upon by the parties; and (xi) withhold with respect to the making of such payment and (iii) Carlyle Buyer or T&D, as applicable and Seller shall each non-foreign Selling Entitynegotiate in good faith to mitigate any potential obligations under Law to deduct and withhold from the consideration payable by Carlyle Buyer or T&D, a duly executed certificate of non-foreign status in accordance with Section 1.1445-2(b)(2) of the U.S. Treasury Regulationsas applicable, in form reasonably agreed upon by the partiesto Seller pursuant to this Agreement.

Transactions to be Effected at the Closing. (a) At or prior to the Closing, the Seller following transactions shall be effected by the parties to this Agreement: (a) The Sellers shall deliver or cause to be delivered to Purchaser the followingBuyer: (i) a duly executed counterpart of an assignment and assumption and xxxx of sale substantially in the form of Exhibit B (the “Assignment and Assumption”Pre-Closing Statement as required by Section 2.3(a); (ii) a certificates representing the Target Shares, duly executed counterpart endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer or, if any of an intellectual property assignment agreement substantially the Target Shares are not certificated, stock or other appropriate powers duly endorsed in the proper form of Exhibit C (the “IP Assignment”)for transfer; (iii) a duly executed (andevidence, in form and substance reasonably satisfactory to the extent required by LawBuyer, notarizedof the resignations or removal (without payment of compensation) special warranty deed of the members of the Board of Directors (or local equivalentsimilar governing body) applicable and officers of the Target Entities and the Company Subsidiaries as requested by the Buyer in writing at least five (5) days prior to each Transferred Owned Real Propertythe Closing, in recordable form and otherwise substantially in the form of Exhibit D (each, a “Deed”), together with duly executed counterparts (if required by a grantor) of accompanying Tax Returns with respect to any Transfer Taxes such resignations or removal to be filed as contemplated by Section 7.10(a)effective concurrently with the Closing; (iv) a duly executed counterpart certificate, in form and substance reasonably satisfactory to the Buyer, from Bushnell US of each lease assignment non-foreign status in a form and assumption agreement applicable to each Transferred Leased Real Property, substantially in manner that complies with Section 1445(b)(2) of the form of Exhibit E (each, a “Lease Assignment Code and Assumption Agreement”)the Treasury Regulations thereunder; (v) a duly executed counterpart of the Transition Services Agreement as contemplated duly executed by Section 7.15; the Sellers; (vi) a duly executed counterpart of certificate from the Seller Tolling Agreement Sellers, in form and substance reasonably satisfactory to the Buyer, certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied, as contemplated by Section 7.15applicable; (vii) a copy of the Escrow Agreement duly executed counterpart of by the Purchaser Tolling Agreement as contemplated by Section 7.15Sellers; (viii) a duly executed counterpart certificate of the Secretary or Officer of each Local Transfer of the Sellers, dated as of the Closing Date, certifying (A) the organizational documents of the Sellers and the Target Entities; (B) the incumbency of each officer of the Sellers and the Target Entities executing this Agreement required by Section 2.05or the Transaction Documents and any other agreement, document or instrument contemplated hereby or thereby and (C) the written authorization of the directors (or equivalent) of the Sellers and the Target Entities approving this Agreement and the Transaction Documents and all other agreements and documents contemplated hereby and thereby; (ix) to the extent such entity is organized in the U.S., certificates contemplated of the Secretaries of State (or other applicable office) in Section 8.02which the Sellers, the Target Entities and the Company Subsidiaries is organized, dated as of a date not more than five (5) Business Days prior to the Closing Date, certifying as to its good standing (if applicable); (x) with respect a counterpart of each Transaction Document to each foreign Selling Entitywhich the Sellers, a the Target Entities or the Company Subsidiaries are party, duly executed certificate that none of the Transferred Assets being sold by such foreign Selling Entity constitute a “United States real property interest” within the meaning of Section 897(cPerson; (xi) and the Treasury Regulations thereunderany applicable releases, termination statements or other similar documentation, in form and substance reasonably agreed upon by satisfactory to the partiesBuyer, releasing and terminating any and all Encumbrances relating to Indebtedness of the Target Entities or the Company Subsidiaries for borrowed money; and (xixii) with respect any documentation in form and substance reasonably satisfactory to each non-foreign Selling Entitythe Buyer necessary to effect the transfer of the shares in Bushnell Japan. (b) The Buyer shall make or deliver or cause to be made or delivered: (i) on the Closing Date, a duly executed certificate the following payments: (A) to the Sellers, the Estimated Purchase Price less the Escrow Amount, by wire transfer of non-foreign status immediately available funds to the bank account(s) designated in writing by the Sellers to the Buyer at least five (5) Business Days prior to the Closing Date; (B) to the Escrow Agent, the Escrow Amount, by wire transfer of immediately available funds in accordance with Section 1.1445-2(b)(2) the terms of the U.S. Treasury RegulationsEscrow Agreement; and (C) the Estimated Transaction Expenses, which shall be sent by the Buyer to the Persons entitled thereto by wire transfer of immediately available funds in accordance with wire instructions provided by the Sellers to the Buyer at least five (5) Business Days prior to the Closing Date. (ii) a certificate from the Buyer, in form and substance reasonably agreed upon satisfactory to the Sellers, certifying that the conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfied; (iii) the Transition Services Agreement duly executed by the partiesBuyer; and (iv) a copy of the Escrow Agreement duly executed by the Buyer.

Transactions to be Effected at the Closing. At the Closing: (a) At the Closing, the Seller shall deliver or cause to be delivered to Purchaser the following: (i) a duly such appropriately executed counterpart deeds, bills of an assignment sale, assignments and assumption and xxxx other instruments of sale substantially in transfer relating to the form Transferred Assets (other than the Transferred Intellectual Property), including the Xxxx of Sale attached hereto as Exhibit B (the “Assignment and Assumption”2.02(a); , (ii) a duly executed counterpart assignments of an intellectual property assignment agreement substantially the trademark registrations and applications included in the Transferred Intellectual Property, in a form of Exhibit C (the “IP Assignment”); reasonably acceptable to Purchaser, (iii) a duly executed (and, to assignments of the extent required by Law, notarized) special warranty deed (or local equivalent) applicable to each patent applications and patents included in the Transferred Owned Real Intellectual Property, in recordable a form reasonably acceptable to Purchaser and otherwise substantially general assignments of all other Transferred Intellectual Property (it being understood that such deeds, bills of sale, assignments and other instruments of transfer shall not require Seller to make any additional representations, warranties or covenants, expressed or implied, not contained in the form of Exhibit D (each, a “Deed”this Agreement), together with (iii) each duly executed counterparts Ancillary Agreement, and (if required by a grantoriv) of accompanying Tax Returns with respect to any Transfer Taxes to be filed as the duly executed certificate contemplated by Section 7.10(a); (iv7.02(e) a duly executed counterpart of each lease assignment and assumption agreement applicable to each Transferred Leased Real Property, substantially in the form of Exhibit E (each, a “Lease Assignment and Assumption Agreement”); (v) a duly executed counterpart of the Transition Services Agreement as contemplated by Section 7.15; (vi) a duly executed counterpart of the Seller Tolling Agreement as contemplated by Section 7.15; (vii) a duly executed counterpart of the Purchaser Tolling Agreement as contemplated by Section 7.15; (viii) a duly executed counterpart of each Local Transfer Agreement required by Section 2.05; (ix) the certificates contemplated in Section 8.02; (x) with respect to each foreign Selling Entity, a duly executed certificate that none of the Transferred Assets being sold by such foreign Selling Entity constitute a “United States real property interest” within the meaning of Section 897(c) and the Treasury Regulations thereunder, in form reasonably agreed upon by the parties; and (xib) with respect Purchaser shall deliver to Seller (i) payment, by wire transfer of immediately available funds to one or more accounts designated in writing by Seller (such designation to be made at least one business day prior to the Closing Date), in an amount equal to the Closing Consideration (as adjusted pursuant to Section 2.04), and (ii) appropriately executed counterparts to such deeds, bills of sale, assignments and other instruments of transfer, and appropriately executed assumption agreements and other instruments of assumption providing for the assumption of the Assumed Liabilities in the form attached hereto as Exhibit 2.02(b), (iii) duly executed counterparts to each non-foreign Selling EntityAncillary Agreement, a and (iv) the duly executed certificate of non-foreign status in accordance with contemplated by Section 1.1445-2(b)(2) of the U.S. Treasury Regulations, in form reasonably agreed upon by the parties7.03(f).

Transactions to be Effected at the Closing. (a) At the Closing, the Seller following transactions shall be effected by the parties: (a) The Buyer (or its Affiliate) shall execute and deliver or cause to be delivered to Purchaser the followingSeller: (i) a duly executed counterpart the novation agreement in respect of an assignment the Collaboration and assumption License Agreement and xxxx of sale substantially the CSA, in the form of attached hereto as Exhibit B 3.2(a)(i) (the “Assignment and AssumptionCLA/CSA Novation Agreement”); (ii) a duly executed counterpart of an intellectual property assignment the transition services agreement substantially in the form of attached hereto as Exhibit C 3.2(a)(ii) (the “IP AssignmentTransition Services Agreement”); (iii) a duly executed (andthe bill of sale, assignment and assumption agreement with respect to the extent required by Law, notarized) special warranty deed (or local equivalent) applicable to each Transferred Owned Real Property, in recordable form Purchased Assets and otherwise substantially the Assumed Liabilities in the form attached hereto as Exhibit 3.2(a)(iii) (the “Bill of Exhibit D (each, a “DeedSale and Assignment”), together with duly executed counterparts (if required by a grantor) of accompanying Tax Returns with respect to any Transfer Taxes to be filed as contemplated by Section 7.10(a); (iv) a duly executed counterpart of each lease the intellectual property assignment and assumption agreement applicable to each Transferred Leased Real Property, substantially in the form of attached hereto as Exhibit E 3.2(a)(iv) (each, a the “Lease Intellectual Property Assignment and Assumption Agreement”); and (v) the domain name transfer agreement in the form attached hereto as Exhibit 3.2(a)(v) (the “Domain Name Transfer Agreement”). (b) The Seller shall execute (if applicable), or cause one or more of the Seller Group to execute (if applicable), and deliver to the Buyer: (i) the CLA/CSA Novation Agreement; (ii) the Transition Services Agreement; (iii) the Bill of Sale and Assignment, duly executed by the Seller and each member of the Seller Group holding Purchased Assets; (iv) the Intellectual Property Assignment Agreement; (v) a duly executed counterpart of the Transition Services Agreement as contemplated by Section 7.15; Domain Name Transfer Agreement; (vi) all Required Consents and all Required Notices, in a duly executed counterpart of form and on terms and conditions satisfactory to the Seller Tolling Agreement as contemplated by Section 7.15Buyer; (vii) a an amendment to the Melinta License Agreement, duly executed counterpart of by the Purchaser Tolling Agreement Seller and Xxxxxxx in the form attached hereto as contemplated by Section 7.15Exhibit 3.2(b)(vii); (viii) a duly an Internal Revenue Service Form W-9 executed counterpart of each Local Transfer Agreement required by Section 2.05Seller; (ix) any certificates, forms, or other documents reasonably requested by the certificates contemplated in Section 8.02;Buyer or required by applicable Law to establish that no withholding or deduction is required or permitted from any payments to be made by the Buyer to the Seller under this Agreement or any Ancillary Documents; and (x) with respect to each foreign Selling Entity, a duly executed certificate that none of the Transferred Assets being sold by such foreign Selling Entity constitute a “United States real property interest” within the meaning of Section 897(c) and the Treasury Regulations thereunder, in form reasonably agreed upon by the parties; andThird Party Lists. (xic) with respect The Seller shall pay to each Buyer a one-time, non-foreign Selling Entity, a duly executed certificate of refundable and non-foreign status creditable payment of [* * *] concurrent with the execution of this Agreement in accordance with Section 1.1445-2(b)(2) immediately available funds by wire transfer to the following bank account of the U.S. Treasury Regulations, in form reasonably agreed upon by the parties.Buyer: Account name: Napp Pharmaceutical Currency: [* * *] Account number: [* * *] Bank Identifier Code (BIC): [* * *] International Bank Account Number (IBAN): [* * *]

Transactions to be Effected at the Closing. (a) At the Closing, the Seller Buyer shall deliver (i) deposit, or cause to be delivered deposited, the Closing Cash Payment with the Paying Agent, to Purchaser be distributed by the followingPaying Agent to Sellers in accordance with the Paying Agent Agreement and the Sellers Allocation Schedule; and (ii) pay to the Paying Agent the initial setup fees of the Paying Agent as set forth in the Paying Agent Agreement. (b) At the Closing, Buyer shall deliver to the Sellers, as applicable: (i) a an executed counterpart to the Paying Agent Agreement, duly executed counterpart of an assignment and assumption and xxxx of sale substantially in the form of Exhibit B (the “Assignment and Assumption”)by Xxxxx; (ii) a if applicable, such instruments, agreements, or certificates, in form satisfactory to the parties and duly executed counterpart by Buyer evidencing the issuance of an intellectual property assignment agreement substantially in the form a number of Exhibit C CMI Shares (the “IP AssignmentTransfer Instruments”)) representing such Seller’s allocation of the Closing Payment as set forth on Sellers Allocation Schedule; (iii) a duly an executed (and, counterpart to the extent required by Law, notarized) special warranty deed (or local equivalent) applicable to each Transferred Owned Real Propertyan Employment Agreement between FNA and Xxxxxx Xxxxxxx, in recordable form and otherwise substantially in substance satisfactory to Buyer (the form of Exhibit D (each, a “DeedXxxxxxx Employment Agreement”), together with duly executed counterparts (if required by a grantor) of accompanying Tax Returns with respect to any Transfer Taxes to be filed as contemplated by Section 7.10(a); (iv) a duly an executed counterpart of each lease assignment to an Employment Agreement between FNA and assumption agreement applicable Xxxxxxx Xxxxxx, in form and substance satisfactory to each Transferred Leased Real Property, substantially in Buyer (the form of Exhibit E (each, a “Lease Assignment and Assumption Xxxxxx Employment Agreement”); (v) a duly an executed counterpart of the Transition Services Agreement as contemplated by Section 7.15; to each other Ancillary Document to which it is a party (if such Ancillary Document has not been executed and delivered prior thereto); (vi) a duly executed counterpart certificate of the Seller Tolling Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement as and the Ancillary Documents and the consummation of the transactions contemplated by Section 7.15;hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (vii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and Ancillary Documents. (c) At the Closing, Sellers Representative shall deliver, or cause to be delivered: (i) to Buyer a counterpart signature to the Paying Agent Agreement, duly executed counterpart of the Purchaser Tolling Agreement as contemplated by Section 7.15Sellers Representative and Paying Agent; (viiiii) a duly executed counterpart to Buyer copies of each Local Transfer Agreement required by all Retention Agreements entered into with Incentive Unitholders in accordance with Section 2.052.05(b); (ixiii) an executed counterpart to the certificates contemplated in Section 8.02Xxxxxxx Employment Agreement, duly executed by Xx. Xxxxxxx; (xiv) with respect an executed counterpart to each foreign Selling Entitythe Xxxxxx Employment Agreement, a duly executed by Xx. Xxxxxx; (v) a certificate that none of the Transferred Assets being sold Secretary or an Assistant Secretary (or equivalent officer) of each of FRS and FNA certifying that attached thereto are true and complete copies of all resolutions adopted by such foreign Selling Entity constitute a “United States real property interest” within the meaning Board of Section 897(c) Managers of FRS and FNA, as applicable, authorizing the execution, delivery and performance of this Agreement and the Treasury Regulations thereunderAncillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in form reasonably agreed upon by full force and effect and are all the partiesresolutions adopted in connection with the transactions contemplated hereby and thereby; and (xivi) with respect a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of FNA and FRS certifying the names and signatures of the officers of each company authorized to sign this Agreement and the Ancillary Documents. (d) At the Closing, each Seller shall deliver to Buyer: (i) an assignment of such Seller’s Units to Buyer in form and substance reasonably satisfactory to Buyer (the “Assignment”), duly executed by such Seller; (ii) an executed counterpart to each non-foreign Selling Entity, other Ancillary Document to which it is a party (if such Ancillary Document has not been executed and delivered prior thereto); and (iii) a duly completed Form W-9, duly executed certificate of non-foreign status in accordance with Section 1.1445-2(b)(2) of the U.S. Treasury Regulations, in form reasonably agreed upon by the partieseach Seller.

Transactions to be Effected at the Closing. (a) At the Closing, the Seller shall deliver or cause to be delivered to Purchaser the following: (i) share certificates representing the Shares, or an indemnity (in the agreed form) for any lost share certificates representing the Shares, together with a stock transfer form in respect of the Shares, duly executed counterpart by the registered holder of an assignment and assumption and xxxx the Shares in favor of sale substantially in the form of Exhibit B (the “Assignment and Assumption”)Purchaser; (ii) a duly executed counterpart of an intellectual property assignment agreement substantially the unsigned and invalid share certificate relating to the issued and allotted shares in the form share capital of Exhibit C (the “IP Assignment”)Company Subsidiary; (iii) a duly an irrevocable power of attorney (in the agreed form) executed by Xxxxxx in respect of the Shares in favor of Purchaser to enable Purchaser (and, pending registration of the relevant transfer) to exercise all voting and other rights attaching to the extent required by Law, notarized) special warranty deed (or local equivalent) applicable Shares and to each Transferred Owned Real Property, in recordable form and otherwise substantially in the form of Exhibit D (each, a “Deed”), together with duly executed counterparts (if required by a grantor) of accompanying Tax Returns with respect to any Transfer Taxes to be filed as contemplated by Section 7.10(a)appoint proxies for this purpose; (iv) a copy of a duly executed letter of resignation, effective as of the Closing Date, of the auditors of the Company and the Company Subsidiary; (v) the register of directors and secretary, register of members and register of charges (duly written up to, but not including, Closing) and any common seals of the Company and Company Subsidiary, such delivery to be made by being placed at The Green House, Xxxxxxxxx Road, Ryde, Isle of Wight, United Kingdom PO33 1BD; (vi) a duly completed form MR04 relating to the charge created by the mortgage dated 22 June 2006 between the Company and Lloyds TSB Bank plc; (vii) copies of duly executed resignations (in the agreed form) from Xxxxxxxx Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx Xxxxx (the "Resigning Directors") resigning from their position as director of the Company or the Company Subsidiary effective as of the Closing Date (but not from employment); (viii) copies of any existing bank mandates in the name of the Company or the Company Subsidiary; (ix) a copy of a counterpart of each lease assignment and assumption agreement applicable to each Transferred Leased Real Propertya release, substantially in the form agreed form, duly executed by or on behalf of Exhibit E Seller, the Company, the Company Subsidiary and each other affiliate of Seller party thereto inter alia releasing (eachi) each of the Company and the Company Subsidiary (as applicable) from any liability whatsoever (whether actual or contingent) which may be owing to Seller or any such affiliates by the Company or the Company Subsidiary, a and (ii) Seller and each of its affiliates from any liability whatsoever (whether actual or contingent) which may be owing to the Company or the Company Subsidiary by Seller or any of its affiliates, in each case other than in respect of any liability arising from or in connection with this Agreement or the Ancillary Agreements, or otherwise excluded under the terms of the release (the “Lease Assignment and Assumption Release Agreement”); (vx) a copy of a duly executed counterpart trademark assignment agreement in the agreed form between Avon International Operations, Inc., Avon Products, Inc. and the Company ("Trademark Assignment Agreement"); (xi) a copy of the Transition Services Agreement as contemplated by Section 7.15; (vi) a duly executed counterpart of shared know-how agreement in the Seller Tolling Agreement as contemplated by Section 7.15agreed form between Avon Products, Inc. and the Company ("Shared Know-how Agreement"); (viixii) a copy of a duly executed counterpart of transitional services agreement in the Purchaser Tolling Agreement as contemplated by Section 7.15agreed form between Avon Cosmetics Limited and the Company (the “Transitional Services Agreement”); (viiixiii) a copy of a resolution of the board of directors of Seller (certified by a duly appointed officer as true and correct) authorizing the execution of and the performance by Seller of its obligations under this Agreement and each Ancillary Agreement to be executed counterpart of each Local Transfer Agreement required by Section 2.05Seller; (ixxiv) certified copies of any powers of attorney under which this Agreement or any Ancillary Agreement is executed, or evidence reasonably satisfactory to Purchaser of the certificates contemplated in Section 8.02authority of any person signing on behalf of Seller; (xxv) with respect to copies of a resolution (in the agreed form) of the board of directors of each foreign Selling Entity, of Company and Company Subsidiary (certified by a duly executed certificate that none appointed officer as true and correct) to: (A) approve the registration of Purchaser as shareholder of Company, subject only to the production of duly stamped and completed transfers in respect of the Transferred Assets being sold by such foreign Selling Entity constitute a “United States real property interest” within Shares; (B) appoint Xxxxxx Xxxxx (the meaning "New Director") as an additional director to the board of Section 897(c) the Company and the Treasury Regulations thereunder, Company Subsidiary; (C) appoint Xxxxx Xxxxxx as new company secretary of the Company and the Company Subsidiary; (D) revoke all relevant authorities to the bankers of the Company and the Company Subsidiary in form reasonably agreed upon by respect of the partiesResigning Directors relating to bank accounts and to give authority to the New Director to operate the same; and (xiE) approve and authorize the changing of the address of the registered office of the Company and the Subsidiary Company to The Green House Xxxxxxxxx Road, Ryde, Isle of Wight, United Kingdom PO33 1BD. (b) Simultaneously with respect the Closing, Purchaser: (A) shall deliver to each non-foreign Selling Entity, Seller a copy of a counterpart of the Release Agreement duly executed certificate by or on behalf of non-foreign status Xxxxxxxxx; and (B) shall pay or cause to be paid to Seller, by wire transfer to a bank account designated in accordance with Section 1.1445-2(b)(2writing by Seller in immediately available funds in pounds sterling, the amount of £140,000,000, being an amount equal to (i) the Purchase Price minus (ii) the Estimated Purchase Price Adjustment minus (iii) any Indebtedness of the U.S. Treasury RegulationsCompany and the Company Subsidiary other than outstanding Indebtedness that falls within the definition of Closing Working Capital, in form reasonably the "Closing Date Payment”. (c) The "Estimated Purchase Price Adjustment" shall be £0, being a good faith estimate agreed upon by between the partiesparties of any adjustment to the Purchase Price which would be required under Section 1.04.

Transactions to be Effected at the Closing. (a) At the Closing, the Seller shall deliver or cause to be delivered to Purchaser the followingBuyer shall: (i) deliver to Seller the Closing Cash Payment, as increased or decreased by the adjustments set forth in Section 2.03(a) hereto, which amount shall be set forth in the closing statement attached as Schedule 2.03(b) hereto, by wire transfer of immediately available funds to such account or accounts as Seller has designated in writing to Buyer prior to the date hereof; provided, that Buyer shall make such payment in equivalent Dollars using the Applicable Exchange Rate; (ii) deliver to Seller: (A) a duly executed counterpart Promissory Note; (B) a list of an assignment officers to be appointed to the Company at the Closing; and (C) such other documents, instruments and assumption agreements as the Seller may reasonably request; and (iii) execute any and xxxx all documentation required, if any, by the lenders of sale substantially in the form of Exhibit B Assumed Debt to consummate the transactions contemplated by this Agreement. (b) At the Closing, Seller shall deliver to Buyer: (i) duly completed and signed stock transfer forms (“Assignment and Assumptionordres de mouvement”), effecting the transfer of ownership of all the Shares to Buyer; (ii) a duly executed counterpart of an intellectual property assignment agreement substantially in the completed and signed tax form of Exhibit C “Cerfa n°2759” (the “IP Assignmentformulaire cerfa n°2759”), relating to the transfer of ownership of all the Shares to Buyer; (iii) a duly executed the register of share transfers (and, to “registre des mouvements de titres”) and the extent required by Law, notarized) special warranty deed shareholder accounts (or local equivalent) applicable to each Transferred Owned Real Property, in recordable form and otherwise substantially in the form of Exhibit D (each, a “Deedcomptes d’actionnaires”), together with duly executed counterparts (if required by a grantor) of accompanying Tax Returns with respect to any Transfer Taxes to be filed as contemplated by Section 7.10(a); (iv) a duly executed counterpart copies of each lease assignment the by-laws of the Company and assumption agreement applicable to each Transferred Leased Real Property, substantially all original minutes of the shareholders’ meetings as well as all other corporate resolutions as prescribed by French Law that are in the form of Exhibit E (each, a “Lease Assignment and Assumption Agreement”)Seller’s or Company’s possession; (v) a certificate signed by an authorized officer of Seller certifying as to the resolutions duly executed counterpart adopted by the Board of Directors of Seller authorizing the execution and delivery of this Agreement by Seller and the performance by Seller of the Transition Services Agreement as transactions contemplated by Section 7.15; hereby; (vi) a duly executed counterpart copies of the Seller Tolling Agreement as contemplated consents set forth on Schedule 3.02(b) hereto, including the consent required by Section 7.15the Innovation Loan; (vii) a duly executed counterpart original letters of resignation, in forms reasonably acceptable to Buyer, of the Purchaser Tolling Agreement Company’s Chief Executive Officer and all other directors and officers ("mandataires sociaux") from their corporate and director duties, effective as contemplated of the Closing, which letters shall incorporate an acknowledgement that each such person waives any right to make a claim or bring an action in respect to the termination of his or her office and that no sums are owed to him or her by Section 7.15the Company as at the Closing Date; (viii) documentation relating to the appointment of replacement directors and officers of the Company effective as of the Closing that are nominated by Buyer; provided, that Seller receive prior notice from Buyer in a duly executed counterpart timely manner of each Local Transfer Agreement all relevant information required by Section 2.05thereof; (ix) evidence reasonably satisfactory to Buyer that all Indebtedness of the certificates contemplated Company, including all Intercompany Indebtedness, has been repaid at the Closing, other than the Assumed Debt; provided, that, for the avoidance of doubt, any current liabilities reflected in Section 8.02the Company’s balance sheet as of January 31, 2016 relating to customer letters of credit shall not constitute Indebtedness; (x) with respect evidence reasonably satisfactory to each foreign Selling Entity, a duly executed certificate that none Buyer of the Transferred Assets being sold by such foreign Selling Entity constitute termination of (a) the Trademark License Agreement between the Company and Seller dated January 1, 2009 and (b) the Management Services Agreement between the Company and Seller (f/k/a CXR Corporation) dated July 1, 1994. (xi) duly completed and signed letters (“United States real property interestInformation sur la cession à l’attention des salariés en xxxxxxxxxxx xx xx Xxx 0000-000 du 31 juillet 2014, du Décret 2014-154 du 28 octobre 2014 et de la loi 0000-000 xx 0 xxxx 0000 (xxx « Macron »)” within the meaning of Section 897(c) and the Treasury Regulations thereunder, in form reasonably agreed upon by the partiesfrom all Employees; and (xixii) with respect to each non-foreign Selling Entitysuch other duly completed documents, a duly executed certificate of non-foreign status in accordance with Section 1.1445-2(b)(2) of instruments and agreements as the U.S. Treasury Regulations, in form Buyer may reasonably agreed upon by the partiesrequest.

Transactions to be Effected at the Closing. (a) At or prior to the Closing, the following transactions shall be effected by the parties to this Agreement: (a) The Seller or the Company, as applicable, shall deliver deliver, or cause to be delivered to Purchaser the followingdelivered: (i) a duly executed counterpart of an assignment and assumption and xxxx of sale substantially in to the form of Exhibit B (Buyer, the “Assignment and Assumption”Pre-Closing Statement as required by Section 2.4(a); (ii) a to the Buyer, certificates representing all of the Company Shares, duly endorsed in blank or accompanied by stock powers duly executed counterpart of an intellectual property assignment agreement substantially in the blank in proper form of Exhibit C (the “IP Assignment”)for transfer; (iii) to the Buyer, counterparts of each of the Transaction Documents (other than the Exclusive Multi-Event License Agreement, [*], and the Employment Agreement) to which the Seller, the Company or any of their respective Affiliates is a party, duly executed (andby the Seller, to the extent required by Law, notarized) special warranty deed (Company or local equivalent) their applicable to each Transferred Owned Real Property, in recordable form and otherwise substantially in the form of Exhibit D (each, a “Deed”), together with duly executed counterparts (if required by a grantor) of accompanying Tax Returns with respect to any Transfer Taxes to be filed as contemplated by Section 7.10(a)Affiliates party thereto; (iv) a duly executed counterpart to the Buyer, evidence, in form and substance reasonably satisfactory to the Buyer, of each lease assignment the resignations or removal of the members of the Board of Directors (or similar governing body) and assumption agreement applicable officers of the Company and the Company Subsidiaries as requested by the Buyer in writing at least five (5) days prior to each Transferred Leased Real Propertythe Closing, substantially in such resignations or removal to be effective concurrently with the form of Exhibit E (each, a “Lease Assignment and Assumption Agreement”)Closing; (v) to the Buyer, a duly executed counterpart certificate from Holdco, certifying pursuant to Treasury Regulations Section 1.1445-2(b)(2), that Holdco is not a foreign person within the meaning of Sections 1445 and 897 of the Transition Services Agreement as contemplated by Section 7.15; Code; (vi) to the Buyer, a duly executed counterpart certificate from each of the Seller Tolling Agreement and the Company, dated as contemplated of the Closing Date, each signed by a duly authorized officer of the Seller or the Company, as applicable, in form and substance reasonably satisfactory to the Buyer, certifying that the conditions set forth in Section 7.158.1(a) and Section 8.1(b) have been satisfied, as applicable; (vii) to the Buyer, a duly executed counterpart joint payment instruction letter (a “Joint Certificate”), directing the Escrow Agent to immediately: (A) release from the Deposit Escrow Account an amount equal to the following (such amount, the “Initial Release Amount”) to Holdco (1) the Deposit Escrow Amount, minus (2) the Purchase Price Adjustment Escrow Amount, minus (3) the Tax Escrow Amount (only in the case that, as of the Purchaser Tolling Agreement Closing, the ATO has not provided a response reaching a determination with respect to the request for remission described in Section 2.5(a)), [*]; (B) transfer from the Deposit Escrow Account an amount equal to the Purchase Price Adjustment Escrow Amount into the Purchase Price Adjustment Escrow Account; (C) transfer from the Deposit Escrow Account an amount equal to the Tax Escrow Amount into the Tax Escrow Account (in the case that, as contemplated by of the Closing, the ATO has not provided a response reaching a determination with respect to the request for remission described in Section 7.15;2.5(a)); and [*]; and (viii) a duly executed counterpart to the Buyer, any Debt Pay-Off Letter to the extent required pursuant to Section 7.13 indicating that upon repayment or prepayment (as the case may be) of each Local Transfer Agreement required the amount specified therein, the applicable creditor shall release and terminate its Encumbrances on any Equity Interests, assets and/or properties of the Company and the Company Subsidiaries and any applicable releases, termination statements or other similar documentation, in form and substance reasonably satisfactory to the Buyer, releasing and terminating such Encumbrances relating to the applicable Indebtedness of the Company or any of the Company Subsidiaries. (b) The Buyer shall deliver, or cause to be delivered: (i) to Holdco, payment of the Estimated Purchase Price minus the Deposit Escrow Amount, by Section 2.05wire transfer of immediately available funds to the bank account designated in writing by the Seller to the Buyer prior to the Closing Date; (ixii) to Holdco, a Joint Certificate duly executed by the certificates contemplated Buyer, directing the Escrow Agent to immediately (A) release from the Deposit Escrow Account the Initial Release Amount to Holdco, (B) transfer from the Deposit Escrow Account an amount equal to the Purchase Price Adjustment Escrow Amount into the Purchase Price Adjustment Escrow Account; (C) transfer from the Deposit Escrow Account an amount equal to the Tax Escrow Amount into the Tax Escrow Account (in the case that, as of the Closing, the ATO has not provided a response reaching a determination with respect to the request for remission described in Section 8.022.5(a)), [*]; (xiii) with respect to the Seller, counterparts of each foreign Selling Entityof the Transaction Documents to which the Buyer or any of its Affiliates is a party, duly executed by the Buyer or its applicable Affiliates party thereto; (iv) to the Seller, a duly executed certificate that none from the Buyer, dated as of the Transferred Assets being sold Closing Date and signed by such foreign Selling Entity constitute a “United States real property interest” within duly authorized officer of the meaning of Section 897(c) and the Treasury Regulations thereunderBuyer, in form and substance reasonably agreed upon by satisfactory to the partiesSeller, certifying that the conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfied; (v) pursuant to the instructions set forth in the Funds Flow Memorandum, to each applicable lender(s) party to the Debt Pay-Off Letters, an amount equal to the amount of Indebtedness set forth in each such Debt Pay-Off Letter to effect the repayment or prepayment (as the case may be) of the applicable Indebtedness of the Company or the Company Subsidiary; and (xivi) with respect pursuant to each non-foreign Selling Entityinstructions set forth in the Funds Flow Memorandum, a duly executed certificate of non-foreign status in accordance with Section 1.1445-2(b)(2) payments to the applicable third parties of the U.S. Treasury RegulationsTransaction Expenses (utilizing the payroll systems of the Company or a Company Subsidiary, as applicable, in form reasonably agreed upon by the partiesrespect of any applicable employment, payroll or similar Taxes required to be deducted or withheld).

Transactions to be Effected at the Closing. At the Closing: (a) At Seller and the ClosingCompany shall deliver, the Seller shall deliver or cause to be delivered delivered, to Purchaser the followingBuyer: (i) a counterpart to all Transaction Agreements to which each of Seller and Company is a party (to the extent not previously entered into), duly executed counterpart by each of an assignment Seller and assumption and xxxx of sale substantially in the form of Exhibit B (the “Assignment and Assumption”)Company, as applicable; (ii) a duly executed counterpart certificates representing the Shares, together with stock powers or any other appropriate instrument of an intellectual property assignment agreement substantially transfer in form reasonably satisfactory to Buyer, sufficient to sell, convey, transfer and deliver title to the form of Exhibit C (the “IP Assignment”)Shares to Buyer; (iii) a duly executed (and, to the extent required by Law, notarized) special warranty deed (or local equivalent) applicable to each Transferred Owned Real Propertyevidence, in recordable form and otherwise substantially in substance reasonably acceptable to Buyer, that each Required Consent set forth on Schedule 1.3(a)(iii) has been obtained from the form of Exhibit D (each, a “Deed”), together with duly executed counterparts (if required by a grantor) of accompanying Tax Returns with respect to any Transfer Taxes to be filed as contemplated by Section 7.10(a)applicable third party or Governmental Authority; (iv) a duly executed counterpart evidence of each lease assignment and assumption agreement applicable to each Transferred Leased Real Property, substantially the termination as of the Closing of the agreements set forth on Schedule 1.3(a)(iv) (unless such agreements automatically terminate in the form of Exhibit E (each, a “Lease Assignment and Assumption Agreement”accordance with their respective terms); (v) a certificate executed by a duly executed counterpart authorized officer of Seller certifying and attaching a copy of the Transition Services resolutions of Seller’s sole member, authorizing the execution, delivery and performance of this Agreement and any other Transaction Agreement to which Seller is a party, certified as contemplated by Section 7.15; true, complete, correct and in force and effect as of the Closing Date; (vi) a certificate executed by a duly executed counterpart authorized officer of the Seller Tolling Company certifying and attaching a copy of (A) the Organizational Documents of the Company, including any amendments thereto, and (B) the resolutions of the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and any other Transaction Agreement to which the Company is a party, in each case certified as contemplated by Section 7.15true, complete, correct and in force and effect as of the Closing Date; (vii) a certificate executed by a duly executed counterpart authorized officer of each Subsidiary of the Purchaser Tolling Agreement Company certifying and attaching a copy of the Organizational Documents of each such Subsidiary, including any amendments thereto, certified as contemplated by Section 7.15true, complete, correct and in force and effect as of the Closing Date; (viii) a duly executed counterpart Certificate of each Local Transfer Agreement required Subsistence (good standing) of the Company, issued not earlier than ten (10) Business Days prior to the Closing Date by Section 2.05the Department of State of the State of Pennsylvania; (ix) a Certificate of Good Standing (or valid existence or other equivalent certificate) with respect to each Subsidiary of the certificates contemplated in Section 8.02Company, issued not earlier than ten (10) Business Days prior to the Closing Date by the Secretary of State of the state of incorporation or organization of each Subsidiary of the Company; (x) with respect a certification of Seller’s non-foreign status (or the person treated as the seller for U.S. federal income tax purposes in the event Seller is disregarded for such purposes), for purposes of Section 897 and 1445 of the Code, dated as of the Closing Date; (xi) the written resignations, effective as of the Closing Date, of the directors and officers of the Company and each Subsidiary of the Company identified by Buyer prior to each foreign Selling Entity, Closing; (xii) a certificate of a duly executed certificate that none authorized officer of each of the Transferred Assets being sold Company and Seller certifying as to the satisfaction of the conditions set forth in Article VII by such foreign Selling Entity constitute a “United States real property interest” within Buyer, that is dated as of the meaning of Section 897(c) and the Treasury Regulations thereunder, in form reasonably agreed upon by the partiesClosing Date; and (xixiii) with respect such other documents, agreements or other instruments as Buyer may reasonably request for the purpose of otherwise facilitating the consummation or performance of the transactions contemplated by this Agreement and any Transaction Agreement. (b) Buyer shall deliver, or cause to each non-foreign Selling Entitybe delivered, to Seller and the Company, as applicable: (i) an amount equal to the Closing Payment by wire transfer(s) of immediately available funds to the account designated by Seller at least two (2) Business Days prior to the Closing; (ii) a counterpart to all Transaction Agreements to which Buyer is a party (to the extent not previously entered into), duly executed certificate of non-foreign status in accordance with Section 1.1445-2(b)(2by Buyer; (iii) of the U.S. Treasury Regulationswritten evidence, in form and substance reasonably agreed upon acceptable to Seller, that the R&W Policy has been procured and is bound and in effect; (iv) evidence, in form and substance reasonably acceptable to Seller, that each Required Consent set forth on Schedule 1.3(b)(iv) has been obtained from the applicable third party or Governmental Authority; (v) a Certificate of Good Standing (or valid existence or other equivalent certificate) of Buyer issued not earlier than ten (10) Business Days prior to the Closing Date by the partiesSecretary of State of the jurisdiction of organization of Buyer; (vi) a certificate executed by a duly authorized officer of Buyer certifying and attaching a copy of the resolutions of the governing body of Buyer authorizing the execution, delivery and performance of this Agreement and any other Transaction Agreement to which Buyer is a party, certified as true, complete, correct and in force and effect as of the Closing Date; (vii) a certificate of a duly authorized officer of Buyer certifying as to the satisfaction of the conditions set forth in Article VI by Seller and the Company, that is dated as of the Closing Date; and (viii) such other documents, agreements or other instruments as Seller may reasonably request for the purpose of otherwise facilitating the consummation or performance of the transactions contemplated by this Agreement and any Transaction Agreement.

Transactions to be Effected at the Closing. (a) At the ClosingClosing (or as provided in Section 2.02(b)(iv)), the Seller shall deliver or cause to be delivered to Purchaser the following: Purchaser: (i) a duly executed counterpart of an assignment each of the Ancillary Agreements (other than the Pre- Novation Agreement and assumption and xxxx the Reverse Supply Agreement) to which Seller or any of sale substantially in the form its Affiliates is a party, executed by a duly authorized representative of Exhibit B (the “Assignment and Assumption”); Seller or its applicable Affiliate; (ii) a duly executed counterpart of an intellectual property assignment agreement substantially subject to Section 2.02(b)(iv) and in accordance with Schedule 3.02(a)(ii), the form of Exhibit C (the “IP Assignment”); tangible Transferred Assets; (iii) a duly executed (and, to the extent required by Law, notarized) special warranty deed stock certificates (or local equivalentan affidavit of loss in lieu thereof) applicable to each representing the Transferred Owned Real PropertyShares, duly endorsed in recordable form and otherwise substantially blank or accompanied by stock powers duly endorsed in the form of Exhibit D (each, a “Deed”), together with duly executed counterparts (if required by a grantor) of accompanying Tax Returns with respect to any Transfer Taxes to be filed as contemplated by Section 7.10(a); blank for transfer; (iv) a an Internal Revenue Service Form W-8BEN-E duly executed counterpart of each lease assignment and assumption agreement applicable to each Transferred Leased Real Property, substantially in the form of Exhibit E (each, a “Lease Assignment and Assumption Agreement”); by Seller; (v) a an IRS Form W-9 duly executed counterpart of the Transition Services Agreement as contemplated by Section 7.15Seller Parent; (vi) a duly executed counterpart certificate of good standing with respect to the Seller Tolling Agreement Transferred Entity, issued by the Secretary of State of Delaware, as contemplated by Section 7.15; of a date not more than 30 calendar days prior to the Closing Date; (vii) Lien releases, including UCC-3 termination statements, in connection with any Liens on the Transferred Shares, any assets of the Transferred Entity or any of the (b) At the Closing, Purchaser shall deliver to Seller: (i) payment, by wire transfer of immediately available funds to one or more accounts designated in writing by Seller prior to the Closing, of an amount equal to the Purchase Price; (ii) a counterpart of each of the Ancillary Agreements (other than the Pre- Novation Agreement and the Reverse Supply Agreement) to which Purchaser or any of its Affiliates is a party, executed by a duly executed counterpart authorized representative of Purchaser or its applicable Affiliate; and (iii) each of the Purchaser Tolling Agreement Insurance Policies, bound and effective as contemplated by Section 7.15; (viii) a duly executed counterpart of each Local Transfer Agreement required by Section 2.05; (ix) the certificates contemplated in Section 8.02; (x) with respect to each foreign Selling Entity, a duly executed certificate that none of the Transferred Assets being sold by such foreign Selling Entity constitute a “United States real property interest” within the meaning of Section 897(c) and the Treasury Regulations thereunder, in form reasonably agreed upon by the parties; and (xi) with respect to each non-foreign Selling Entity, a duly executed certificate of non-foreign status in accordance with Section 1.1445-2(b)(2) of the U.S. Treasury Regulations, in form reasonably agreed upon by the parties.date thereof. SECTION 3.03

Transactions to be Effected at the Closing. (a) At the Closing, Parent and the Seller shall deliver Buyer will deliver, or cause caused to be delivered delivered, to Purchaser the followingRepresentative: (i) a duly executed counterpart of an assignment and assumption and xxxx of sale to the escrow agreement substantially in the form of Exhibit B F hereto (the “Assignment and AssumptionEscrow Agreement”); (ii) a duly executed counterpart of an intellectual property assignment to each non-competition agreement substantially in the form of Exhibit C G hereto (collectively, the “IP AssignmentNon-Competition Agreements”); (iii) a duly executed (andall other documents, instruments or certificates required to be delivered by Parent and/or the Buyer at or prior to the extent required by Law, notarized) special warranty deed (or local equivalent) applicable Closing pursuant to each Transferred Owned Real Property, in recordable form and otherwise substantially in the form of Exhibit D (each, a “Deed”), together with duly executed counterparts (if required by a grantor) of accompanying Tax Returns with respect to any Transfer Taxes to be filed as contemplated by Section 7.10(a)6.3; (iv) a duly executed counterpart copy of each lease assignment the Second Amended and assumption agreement applicable to each Transferred Leased Real Property, substantially Restated Limited Liability Company Agreement of Parent in the form of Exhibit E H duly executed by each Existing Parent Member (each, a the “Lease Assignment and Assumption Restated Operating Agreement”); and (v) (A) a good standing certificate for Parent, the Buyer, the Interim Merger Sub and the Post-Closing Merger Sub from the Secretary of State of the State of Delaware as of a date not earlier than ten Business Days prior to the Closing Date and (B) a certificate, in form and substance reasonably satisfactory to the Company, of the Secretary or Assistant Secretary of Parent certifying that no amendment has been made to the Restated Operating Agreement. (b) At the Closing, the Company or the Representative, as applicable, will deliver to the Buyer: (i) evidence of (A) the release of all Liens set forth on Section 2.7(b)(i)(A) of the Buyer Disclosure Schedule (or that such Liens will be released upon repayment of Indebtedness by the Buyer in accordance with Section 2.6(c)); (B) the termination of the Contracts set forth on Section 2.7(b)(i)(B) of the Buyer Disclosure Schedule; and (C) the cancellation of any amounts or obligations owing by the Company to any Seller, any Affiliate of a Seller or any family member of a Seller that are set forth on Section 2.7(b)(i)(C) of the Buyer Disclosure Schedule; (ii) the Escrow Agreement, duly executed by the Representative; (iii) the Non-Competition Agreements, duly executed by those individuals set forth in Section 2.7(b)(iii) of the Buyer Disclosure Schedule; (iv) a completed certificate of non-foreign status under Treas. Reg. §1.1445-2(b)(2), duly executed by the Company; (v) a duly executed counterpart of the Transition Services Agreement as contemplated Books and Records held by Section 7.15; the Sellers, if any; (vi) a duly executed counterpart the resignations, effective as of the Seller Tolling Agreement as contemplated by Closing, pursuant to Section 7.155.4; (vii) a duly executed counterpart (A) good standing certificate for the Company from the Secretary of State of the Purchaser Tolling Agreement jurisdiction in which it is incorporated as contemplated by Section 7.15of a date not earlier than ten Business Days prior to the Closing Date and (B) certificate, in form and substance reasonably satisfactory to the Buyer, of the Secretary or Assistant Secretary of the Company certifying that no amendment has been made to the Company’s Certificate of Incorporation and as to all other Organizational Documents of the Company; (viii) (A) payoff letters (which shall include the ability of the debtor to file the UCC-3s to the extent the relevant Indebtedness is secured) with respect to (1) the Company’s Indebtedness set forth on Section 2.7(b)(viii) of the Buyer Disclosure Schedule and (2) all other Indebtedness of the Company except for any such Indebtedness that does not exceed more than $300,000 in the aggregate, or other evidence that such Indebtedness will be repaid in full upon payment of a duly executed counterpart specified amount, in each case, in form and substance reasonably satisfactory to the Buyer, and (B) invoices as of the Interim Effective Date from (or a list of amounts owed to) each Local Transfer Agreement required by Section 2.05Transaction Expenses payee set forth on the Consideration Disbursement Schedule; (ix) a copy of the certificates contemplated in Restated Operating Agreement duly executed by each Seller set forth on Section 8.02;2.7(b)(ix) of the Buyer Disclosure Schedule. (x) with respect to each foreign Selling Entity, a duly executed certificate that none of the Transferred Assets being sold by such foreign Selling Entity constitute a “United States real property interest” within the meaning of Section 897(c) and the Treasury Regulations thereunder, in form reasonably agreed upon by the parties2011 Audited Financial Statements; and (xi) with respect all other documents, instruments or certificates required to each non-foreign Selling Entity, a duly executed certificate of non-foreign status in accordance with be delivered by such Seller at or prior to the Closing pursuant to Section 1.1445-2(b)(2) of the U.S. Treasury Regulations, in form reasonably agreed upon by the parties6.1(d).

Transactions to be Effected at the Closing. (a) At the Closing, the Seller Buyer or Parent shall deliver or cause to be delivered to Purchaser the followingSellers: (i) a duly executed counterpart of an assignment and assumption and xxxx of sale substantially in the form of Exhibit B (the “Assignment and Assumption”)Cash Payment; (ii) a duly executed counterpart of an intellectual property assignment agreement substantially in the Net Equity Adjustment Amount, to be deposited into the Escrow established by the Escrow Agreement that is the form of Exhibit C 2.03(a)(ii) hereto (and Buyer shall execute and deliver the “IP Assignment”Escrow Agreement); (iii) the Parent Stock, to be deposited within 5 Days of Closing into the Escrow established by the Escrow Agreement that is the form of Exhibit 2.03(a)(ii) hereto; and (iv) the other Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer pursuant to this Agreement together with such other documents as Sellers may request. (b) At the Closing, Sellers shall deliver to Buyer: (i) the December 31 Estimated Balance Sheet; (ii) stock certificates evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (iii) the Employment Letters inclusive of the exhibits thereto duly executed by Messrs. Bayer, Cannon, Hoino, Xxxxxxxx, Xxxxx, and Xxxxx Xxxxxxxxx in the form of Exhibits 2.03(b)(iii)(A)-(F) hereto, respectively; (iv) the Non-Disclosure, Assignment of Intellectual Property, Non-Solicitation and Non-Compete Agreements duly executed by Xx. Xxxxxxxx and Xx. Xxxxxxx in the form of Exhibits 2.03(b)(iv)(A)-(B) hereto, respectively; (v) the Lease, duly executed by a duly executed (and, to the extent required by Law, notarizedauthorized representative(s) special warranty deed (or local equivalent) applicable to each Transferred Owned Real Property, in recordable form and otherwise substantially in the form of Exhibit D (each, a “Deed”), together with duly executed counterparts (if required by a grantor2.03(b)(v) of accompanying Tax Returns with respect to any Transfer Taxes to be filed as contemplated by Section 7.10(a)hereto; (ivvi) a duly releases executed counterpart by each Seller in favor of each lease assignment and assumption agreement applicable to each Transferred Leased Real Property, substantially the Company in the form of Exhibit E (each, a “Lease Assignment and Assumption Agreement”); (v2.03(b)(vi) a duly executed counterpart of the Transition Services Agreement as contemplated by Section 7.15; (vi) a duly executed counterpart of the Seller Tolling Agreement as contemplated by Section 7.15hereto; (vii) a duly executed counterpart the Accounts Receivable Amount, to be deposited into the Escrow established by the Escrow Agreement that is the form of Exhibit 2.03(a)(ii) hereto (and Sellers’ Representative shall execute and deliver the Purchaser Tolling Agreement as contemplated by Section 7.15Escrow Agreement); (viii) a duly executed counterpart the termination of each Local Transfer the License Agreement required by Section 2.05dated May 1, 2006 between the Company and Clean Teq Pty. Ltd. upon terms and conditions satisfactory to Buyer in its sole discretion; (ix) the certificates contemplated in resignations of the directors and officers of the Company pursuant to Section 8.025.01 and evidence of the termination of any signature rights of any director, officer or Employee of the Company as to any bank account of the Company; (x) with respect to each foreign Selling Entity, a duly executed good standing certificate that none for the Company from the secretary of state of the Transferred Assets being sold State of California and any other jurisdiction in which the Company is registered to do business, each date not earlier than ten (10) Days prior to the date of the Closing; (xi) the Transaction Documents and all other agreements, documents, instruments, or certificates required to be delivered by Sellers at or prior to the Closing pursuant to this Agreement and such foreign Selling Entity constitute a “United States real property interest” within other documents as Buyer may request; (xii) evidence satisfactory to Buyer that all loans between the meaning of Section 897(c) Company and the Treasury Regulations thereunder, any Seller has been paid in form reasonably agreed upon by the partiesfull; and (xixiii) with respect to each non-foreign Selling Entity, a duly executed certificate of non-foreign status in accordance with Section 1.1445-2(b)(2) all tangible and intangible assets of the U.S. Treasury RegulationsCompany that are in the possession of Sellers or any their respective Affiliates, including without limitation vehicles, personal property, cell phones and cell phone numbers, lap tops and all data on lap tops relating to the Company, files, documents, papers, agreements, books of account, customer lists, original cost invoices, engineering drawings, permits, and records, whether in form reasonably agreed upon by the partiespaper or electronic format.