EXHIBIT 10(d)
WARRANTY BILL OF SALE
KNOW ALL BY THESE PRESENTS, that Converter Power, Inc., a Massachusetts
corporation ("Grantor"), pursuant to appropriate corporate action heretofore
taken by the Grantor and an Asset Purchase Agreement dated as of May 9, 1997(the
"Agreement"), by and among Grantor, Applied Science and Technology, Inc., a
Delaware corporation, ASTeX/CPI Acquisition Corp., a Massachusetts corporation
("Grantee") and ILC Technology, Inc., a California corporation, for and in
consideration of the payment by the Grantee to the Grantor in accordance with
the terms and conditions as provided in the Agreement and for other good and
valuable consideration, the receipt of which is hereby acknowledged, Grantor
hereby sells, conveys, transfers, assigns and delivers to Grantee, and Grantee
hereby purchases and acquires from Grantor, all of the right, title and interest
in and to the Assets of Grantor (as defined in the Agreement) subject to, and
with the benefit of, the warranties, representations and terms set forth in the
Agreement including the Schedules thereto.
Grantor hereby covenants to execute and deliver to Grantee, upon its
request therefore, such further instruments of assignment and transfer as
Grantee shall prepare and submit to Grantor and as may be reasonably necessary
to: (a) pass to Grantee title to the properties, assets and rights assigned and
transferred or attempted to be assigned and transferred, or otherwise provided
for herein or in the Agreement; (b) evidence such assignment or transfer to
Grantee; or (c) otherwise fulfill and discharge Grantor's obligations under the
Agreement.
This Warranty Bill of Sale shall in all events be construed
consistently with the terms of the Agreement and shall not alter, diminish or
expand the identity of the assets acquired.
IN WITNESS WHEREOF, Converter Power, Inc. has caused this instrument to
be signed and its corporate seal to be hereto affixed by its proper officers
hereunto duly authorized as of this 9th day of May 1997.
Attest: CONVERTER POWER, INC.
_______________________________ By:_________________________________
______________________, President
(SEAL)
COMMONWEALTH OF MASSACHUSETTS
COUNTY OF MIDDLESEX ss:
BEFORE ME, the undersigned authority, on this day personally appeared ,
President of Converter Power, Inc., and acknowledged to me that he executed the
foregoing instrument for the purposes and consideration therein expressed and as
the act and deed of said corporation.
GIVEN, under my hand and seal of office on this 9th day of May 1997.
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------------------------, Notary Public
My commission expires:
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