Common use of Deliveries by the Sellers Clause in Contracts

Deliveries by the Sellers. At the Closing, Marconi and each Seller (as applicable) shall, and MCI and its Affiliates shall cause Marconi Federal and Marconi Middle East (as applicable) to, deliver to the Purchasers the following: (a) the ▇▇▇▇ of Sale duly executed by each Seller; (b) the Assignment and Assumption Agreement duly executed by each Seller; (c) the Special Warranty Deeds duly executed by MCI or Marconi Canada (as applicable), for each Transferred Owned Real Property; (d) the Patent Assignment duly executed by Marconi IP; (e) the Trademark Assignment duly executed by the Sellers; (f) the Transition Services Agreement duly executed by MCI; (g) the License Agreement duly executed by Marconi IP and MCI; (h) the Federal Supply Agreement duly executed by Marconi Federal; (i) the Middle East Supply Agreement duly executed by Marconi Middle East; (j) the Consents received by the Sellers, subject to the terms and conditions of this Agreement, including Sections 2.3 and 6.3(c); (k) the Sublicense duly executed by Marconi; (l) a certificate of the secretary or an assistant secretary of Marconi and each Seller certifying resolutions of the board of directors of Marconi and such Seller, approving and authorizing the execution, delivery and performance by Marconi and such Seller of this Agreement and its respective Related Agreements and the consummation by Marconi and such Seller of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Marconi and such Seller); and (m) owners affidavits and gap indemnities reasonably requested by the title company issuing the owners title insurance policies described in Section 7.11.

Deliveries by the Sellers. At the Closing, Marconi and each Seller (as applicable) shall, and MCI and its Affiliates the Sellers shall cause Marconi Federal and Marconi Middle East (as applicable) to, deliver to the Purchasers Buyer (unless previously delivered) the following: (ai) stock certificates representing all the Shares and Preferred Stock, and (ii) documentation reasonably satisfactory to the Buyer as to (A) the ▇▇▇▇ cancellation of Sale the Warrants and (B) the exercise of the Options, in the case of the Shares and Preferred Stock accompanied by stock powers duly endorsed in blank or accompanied by duly executed by each Sellerinstruments of transfer, with all necessary transfer tax and other revenue stamps affixed thereto; (b) a receipt for the Assignment and Assumption Agreement duly executed payment provided for by each SellerSection 1.3(b) hereof; (c) Certificates of Good Standing for CCI from the Special Warranty Deeds duly executed by MCI or Marconi Canada (Texas Secretary of State and from the Secretary of State of each state in which the subsidiaries of CCI are organized and Certificates of Qualification to do Business in each other state in which CCI is qualified to do business as applicable), for each Transferred Owned Real Propertya foreign corporation; (d) the Patent Assignment duly executed by Marconi IPresignations of such officers of CCI as the Buyer shall request; (e) the Trademark Assignment duly executed by stock books, stock ledgers and minute books of CCI (all other records of CCI being located on the Sellerspremises of CCI); (f) certified resolutions of the Transition Services Board of Directors of CCI approving this Agreement duly executed by MCIand the Other Documents and the transactions contemplated hereby and thereby; (g) certified resolutions of the License shareholders of CCI approving this Agreement duly executed by Marconi IP and MCIthe transactions contemplated hereby; (h) all consents, assignments or waivers required to be obtained in connection with the Federal Supply Agreement duly executed by Marconi FederalContracts, in order for the Buyer to assume the operations and conduct the business of CCI without breaching the provisions of any Contract; (i) executed employment and non-competition agreements, in the Middle East Supply Agreement duly executed by Marconi Middle East; (j) the Consents received by the Sellersforms attached hereto as Exhibits C, subject to the terms D and conditions of this AgreementE, including Sections 2.3 between Buyer and 6.3(c); (k) the Sublicense duly executed by Marconi; (l) a certificate of the secretary or an assistant secretary of Marconi and each Seller certifying resolutions of the board of directors of Marconi and such SellerBill ▇. ▇▇▇▇▇▇, approving and authorizing the execution▇▇., delivery and performance by Marconi and such Seller of this Agreement and its respective Related Agreements and the consummation by Marconi and such Seller of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Marconi and such Seller); and (m) owners affidavits and gap indemnities reasonably requested by the title company issuing the owners title insurance policies described in Section 7.11▇▇wa▇▇ ▇.

Deliveries by the Sellers. At the Closing, Marconi and each Seller (as the Sellers shall deliver or cause to be delivered to Purchaser, where applicable) shall, and MCI and its Affiliates shall cause Marconi Federal and Marconi Middle East (as applicable) to, deliver to the Purchasers the following: (a) the a duly executed ▇▇▇▇ of Sale duly executed by each Seller(the "▇▇▇▇ of Sale") substantially in the form of Exhibit D; (b) a duly executed counterpart of the Assignment and Assumption Agreement duly executed by each Seller(the "Assignment and Assumption Agreement") substantially in the form of Exhibit E; (c) the Special Warranty Deeds a duly executed by MCI or Marconi Canada (as applicable), for each Transferred Owned Real Propertycounterpart of the INEEL Subcontract; (d) the Patent Assignment a duly executed by Marconi IPcounterpart of the ▇▇▇▇▇▇ Valley Subcontract; (e) the Trademark Assignment a duly executed by counterpart of the SellersSavannah River Subcontract; (f) instruments of assignment with respect to the Transition Services Agreement duly executed by MCIIntellectual Property identified on Schedule 2.1(a); (g) the License Agreement duly executed all documents of title and instruments of conveyance reasonably necessary to transfer record and/or beneficial ownership to Purchaser of all automobiles, trucks, trailers (and any other property owned by Marconi IP and MCIeach Seller which require execution, endorsement and/or delivery of a document in order to vest record or beneficial ownership thereof in Purchaser) which constitute Purchased Assets pursuant to this Agreement; (h) instruments of assignment with respect to the Federal Supply Agreement duly executed by Marconi Federalbank accounts of the Sellers or any of their Subsidiaries, in each case which are used exclusively in respect of the Business; (i) certificates of the Middle East Supply Agreement duly executed by Marconi Middle EastChief Executive Officer of each FW Party stating that the closing conditions set forth in Sections 6.1 and 6.2, to the extent applicable to the respective FW Party, have been satisfied as of the Closing Date; (j) the Consents received by the Sellers, subject certificates of incumbency for every officer of any FW Party who is executing this Agreement or other certificates pursuant to the terms and conditions of this Agreement, including Sections 2.3 and 6.3(c);; and (k) the Sublicense duly executed by Marconi; (l) a certificate certificates of the secretary or an assistant secretary Secretary of Marconi each FW Party (other than FW Ltd.) certifying that the resolutions attached to the respective certificates, which authorize and each Seller certifying resolutions of the board of directors of Marconi and such Seller, approving and authorizing the execution, delivery and performance by Marconi and such Seller of approve this Agreement and its respective Related Agreements and the consummation by Marconi and such Seller of the transactions contemplated hereby and thereby hereby, have been adopted by the Board of Directors (together with an incumbency and signature certificate regarding or equivalent governing body) of the officer(s) signing on behalf respective FW Party and, in the case of Marconi and each Seller, by the stockholders of such Seller); and (m) owners affidavits and gap indemnities reasonably requested by the title company issuing the owners title insurance policies described in Section 7.11.

Deliveries by the Sellers. At the Closing, Marconi and each Seller (as applicable) shall, and MCI and its Affiliates shall cause Marconi Federal and Marconi Middle East (as applicable) to, deliver to the Purchasers Purchaser the following: (a) the Acts of Cash Sale duly executed by the applicable Sellers; (b) the Accounts Receivable Note duly executed by Chemtura; (c) the Assignment and Assumption Agreement duly executed by each Seller; (d) the ▇▇▇▇ of Sale duly executed by each Seller; (be) the Assignment and Assumption Chemtura Master Supply Agreement duly executed by each SellerChemtura; (cf) if determined by the Special Warranty Deeds parties to be necessary, the Foreign Implementation Agreements, duly executed by MCI or Marconi Canada (as applicablethe applicable Seller(s), for each Transferred Owned Real Property; (dg) the Ground Lease duly executed by Chemtura; (h) the License Agreements duly executed by the applicable Seller(s); (i) the Patent Assignment duly executed by Marconi IPthe Sellers; (ej) the Purchaser Master Supply Agreement duly executed by Chemtura; (k) the Trademark Assignment duly executed by the Sellers; (fl) the Transition Services Agreement duly executed by MCIChemtura; (gm) the License Agreement certificates described in Section 7.3; (n) the FIRPTA certificates described in Section 7.13; (o) UCC-3 amendments, assigning to the Purchaser any UCC-1s in favor of any Seller with respect to any consignment agreements that constitute Assets; (p) title certificates to any owned motor vehicles included in the Purchased Assets, duly executed by Marconi IP and MCIthe applicable Seller; (hq) an opinion of in-house counsel to the Federal Supply Agreement duly executed by Marconi FederalSellers as to the matters set forth in Exhibit N; (ir) the Middle East Supply Agreement duly executed by Marconi Middle Easttitle insurance policies referred to in Section 7.16; (js) the Consents received by the Sellers, subject to the terms and conditions of this Agreement, including Sections 2.3 and 6.3(c)updated schedule described in Section 7.22; (kt) the Sublicense duly executed by Marconiinstruments of conveyance sufficient to validly transfer all of the equity interests in the Chinese Joint Venture, duly endorsed in blank for transfer; (lu) resignations, effective as of the Closing Date, of the directors designated by Chemtura to the board of directors of the Chinese Joint Venture; (v) releases and terminations of any Liens on the Assets that are not Permitted Liens; (w) the Closing Proration Amount, if payable by the Sellers pursuant to Section 2.7; and (x) a certificate of the secretary or an assistant secretary of Marconi and each Seller certifying resolutions of the board of directors (or similar governing body) of Marconi and such Seller, approving and authorizing the execution, delivery and performance by Marconi and such Seller of this Agreement and its respective Related Agreements and the consummation by Marconi and such Seller of the transactions contemplated hereby and thereby thereby, provided that such resolutions are required as a matter of Law or under such Seller’s governing documents (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Marconi and such Seller); and (m) owners affidavits and gap indemnities reasonably requested by the title company issuing the owners title insurance policies described in Section 7.11.

Deliveries by the Sellers. At the Closing, Marconi the Sellers and each Seller (as applicable) shall, and MCI and its Affiliates BCGI shall deliver or cause Marconi Federal and Marconi Middle East (as applicable) to, deliver to the Purchasers the followingbe delivered to Purchaser: (a) the A duly executed ▇▇▇▇ of Sale duly executed by each Sellerrelating to the Assets referred to in Section 2.1 hereof; (b) Such other good and sufficient Instruments of Transfer as shall be necessary to vest in Purchaser all of the Assignment Sellers' and Assumption Agreement duly executed by each SellerBCGI's title to the Assets free and clear of all Liens; (c) the Special Warranty Deeds duly executed by MCI or Marconi Canada (as applicable), for each Transferred Owned Real PropertyThe certificate referred to in Section 7.2(d) hereof; (d) the Patent Assignment duly executed by Marconi IPCopies of all consents, approvals, authorizations, agreements and other documentation required pursuant to Section 7.2 hereof; (e) the Trademark Assignment Strategic Relationship Agreement duly executed by BCGI in the form attached hereto as EXHIBIT D; (f) Employment Offer Letters, duly executed by the Hired Employees; (g) CCST License and Maintenance Agreements, duly executed by the Sellers and BCGI in the forms attached hereto as EXHIBIT F. (h) Assignment and Assumption of Contracts Agreement, duly executed by the Sellers and BCGI in the form attached hereto as EXHIBIT E. (i) Unanimous written consents and approvals of this Agreement and all actions contemplated hereby by the Boards of Directors of the Sellers and BCGI and the shareholders of the Sellers; (f) the Transition Services Agreement duly executed by MCI; (g) the License Agreement duly executed by Marconi IP and MCI; (h) the Federal Supply Agreement duly executed by Marconi Federal; (i) the Middle East Supply Agreement duly executed by Marconi Middle East; (j) Legal opinion of Ropes & ▇▇▇▇ in the Consents received by the Sellers, subject to the terms and conditions of this Agreement, including Sections 2.3 and 6.3(c);form attached hereto as EXHIBIT C; and (k) the Sublicense duly executed by Marconi; (l) a certificate of the secretary or an assistant secretary of Marconi Such other documents, instruments and each Seller certifying resolutions of the board of directors of Marconi and such Seller, approving and authorizing the execution, delivery and performance by Marconi and such Seller of this Agreement and its respective Related Agreements and the consummation by Marconi and such Seller of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Marconi and such Seller); and (m) owners affidavits and gap indemnities writings reasonably requested by Purchaser at or prior to the title company issuing Closing. Purchaser will thereupon take actual possession of the owners title insurance policies described in Section 7.11Assets and assume the Assumed Liabilities.

Deliveries by the Sellers. At the Closing, Marconi and each Seller of the Sellers (as applicableappropriate) shall, and MCI and its Affiliates shall deliver or cause Marconi Federal and Marconi Middle East (as applicable) to, deliver to the Purchasers the followingbe delivered to Purchaser: (a) a wire transfer of same day funds or bank accounts of Target Subsidiaries with cash balances which together represent an amount equal to the Cash On-Hand Amount; (b) an executed Assignment and Assumption Agreement in the form attached hereto as Exhibit A; (c) a duly executed ▇▇▇▇ of Sale duly executed by each Seller; (b) in the Assignment and Assumption Agreement duly executed by each Seller; (c) the Special Warranty Deeds duly executed by MCI or Marconi Canada (form attached hereto as applicable), for each Transferred Owned Real PropertyExhibit C; (d) an executed Sublease for ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ in the Patent Assignment duly executed by Marconi IPform attached as Exhibit D hereto; (e) an executed Sublease for 506 S. Central in the Trademark Assignment duly executed by the Sellersform attached as Exhibit E hereto; (f) an executed Sublease for ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in the Transition Services Agreement duly executed by MCIform attached as Exhibit F hereto; (g) an executed Shared Services Agreement in the License Agreement duly executed by Marconi IP and MCIform attached hereto as Exhibit G; (h) executed Master License Agreements relating to Sylvan's operation of the Federal Supply Agreement duly executed by Marconi FederalUK/France Subsidiaries and Sylvan's operations in Spain, in substantially the form attached hereto as Exhibit H; (i) all documents of title and instruments of conveyance necessary to transfer record and/or beneficial ownership to Purchaser of all automobiles, trucks, trailers, aircraft (and any other property owned by the Middle East Supply Agreement duly executed by Marconi Middle EastSellers which require execution, endorsement and/or delivery of a document in order to vest record or beneficial ownership thereof in Purchaser) which are included in the Target Assets; (jA) a mutually acceptable executed agreement, duly notarized before a German notary, between Sylvan I BV and Purchaser for the Consents received assignment of all of the shares (GESCHAFTSANTEILE) of Dorana Einundvierzigste Verwaltungsgesellschaft mbH ("DORANA") and (B) certificates representing the outstanding capital stock and/or ownership interests of each Target Subsidiary (other than Dorana), each such certificate to be duly and validly endorsed in favor of Purchaser or accompanied by separate stock powers duly and validly executed by the Sellers, subject Sellers and otherwise sufficient to the terms and conditions vest in Purchaser ownership of this Agreement, including Sections 2.3 and 6.3(c)such stock free of any adverse claim or Encumbrance; (k) assignments of all Target Intellectual Property and all applications therefor and all of the Sublicense duly executed by MarconiIP Agreements, in each case to the extent that any one of the Target Subsidiaries is not the sole and exclusive owner of such Intellectual Property or a party to such IP Agreements, respectively; (l) a certificate executed copies of the secretary Requisite Consents and any other consents referred to in Section 5.4(c) hereof that the Sellers may (but are not required by Closing to) obtain; (m) an executed First Amendment to Investors Agreement in the form attached hereto as Exhibit I; (n) an executed Securities Purchase Agreement in the form attached hereto as Exhibit J; (o) all documents containing or an assistant secretary of Marconi and each Seller certifying resolutions relating to "know-how" to be acquired by Purchaser pursuant hereto; (p) all of the board books and records of directors the Sellers relating to the Targeted Businesses; (q) the opinion of Marconi counsel referred to in Section 6.2(a) hereof; (r) the Officers' Certificate referred to in Section 6.2(b) hereof; (s) a certification of non-foreign status for the Sellers in the form and such Seller, approving and authorizing manner which complies with the execution, delivery and performance by Marconi and such Seller requirements of this Agreement and its respective Related Agreements Section 1445 of the Code and the consummation by Marconi regulations promulgated thereunder and such Seller any similar state and local laws and regulations; (t) any other certifications which may be required under applicable law stating that no Taxes are due to any taxing authority for which the Purchaser could have liability to withhold and pay with respect to the transfer of the transactions contemplated hereby Target Assets; (u) all such other deeds, endorsements, assignments, consents and thereby (together with an incumbency other instruments as, in the opinion of Purchaser's counsel, are necessary to vest in Purchaser good and signature certificate regarding marketable title to the officer(s) signing on behalf of Marconi and such Seller)Target Assets; and (mv) owners affidavits and gap indemnities reasonably requested all other previously undelivered documents required to be delivered by the title company issuing Sellers to Purchaser at or prior to the owners title insurance policies described Closing in Section 7.11connection with the Transactions.

Deliveries by the Sellers. At the Closing, Marconi and each Seller (as applicable) shall, and MCI and its Affiliates shall cause Marconi Federal and Marconi Middle East (as applicable) to, deliver to the Purchasers Purchaser the following: (a) the Acts of Cash Sale duly executed by the applicable Sellers; (b) the Accounts Receivable Note duly executed by Chemtura; (c) the Assignment and Assumption Agreement duly executed by each Seller; (d) the ▇▇▇▇ of Sale duly executed by each Seller; (be) if determined by the Assignment Sellers and Assumption Agreement the Purchaser to be necessary, the Foreign Implementation Agreements, duly executed by each Sellerthe applicable Seller(s); (cf) the Special Warranty Deeds Ground Lease duly executed by MCI or Marconi Canada (as applicable), for each Transferred Owned Real PropertyChemtura; (dg) the License Agreements duly executed by the applicable Seller(s); (h) the Patent Assignment duly executed by Marconi IPthe Sellers; (ei) the Supply Agreements duly executed by Chemtura; (j) the Trademark Assignment duly executed by the Sellers; (fk) the Transition Services Agreement duly executed by MCI; (g) the License Agreement duly executed by Marconi IP and MCI; (h) the Federal Supply Agreement duly executed by Marconi Federal; (i) the Middle East Supply Agreement duly executed by Marconi Middle East; (j) the Consents received by the Sellers, subject to the terms and conditions of this Agreement, including Sections 2.3 and 6.3(c); (k) the Sublicense duly executed by MarconiChemtura; (l) the certificates described in Section 7.3; (m) the FIRPTA certificates described in Section 7.11; (n) UCC-3 amendments, assigning to the Purchaser any UCC-1s in favor of any Seller with respect to any consignment agreements that constitute Assets; (o) title certificates to any owned motor vehicles included in the Purchased Assets, duly executed by the applicable Seller; (p) an opinion of in-house counsel to the Sellers as to the matters set forth in Exhibit M; (q) the Title Commitments; (r) the updated schedule described in Section 7.18; (s) releases and terminations of any Liens on the Assets that are not Permitted Liens; (t) the Closing Proration Amount, if payable by the Sellers pursuant to Section 2.7; and (u) a certificate of the secretary or an assistant secretary of Marconi and each Seller certifying resolutions of the board of directors (or similar governing body) of Marconi and such Seller, approving and authorizing the execution, delivery and performance by Marconi and such Seller of this Agreement and its respective Related Agreements and the consummation by Marconi and such Seller of the transactions contemplated hereby and thereby thereby, provided that such resolutions are required as a matter of Law or under such Seller’s governing documents (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Marconi and such Seller); and (m) owners affidavits and gap indemnities reasonably requested by the title company issuing the owners title insurance policies described in Section 7.11.

Deliveries by the Sellers. At the Closing, Marconi and each Seller (as applicable) shall, and MCI and its Affiliates shall cause Marconi Federal and Marconi Middle East (as applicable) to, the Sellers will deliver the following to the Purchasers the followingBuyer: (a) The ▇▇▇▇ of Sale, duly executed by the Sellers for the personal property included in the Purchased Assets; (b) The executed consents to transfer the Sellers Agreements, the Environmental Permits and the Permits, to the extent specifically required hereunder. (c) Each Ancillary Agreement, required to be delivered under this Agreement, duly executed by O&R or Con Edison; (d) The certificates and the opinions of counsel contemplated by Sections 8.2(c), (e), (f), (g) and (i); (e) One or more bargain and sale deeds of conveyance in statutory form, with covenant against grantor's acts, transferring Sellers' interest in the Property Interests to the Buyer, duly executed and acknowledged by O&R and in recordable form substantially in the form of Exhibit D hereto; (f) One or more easements to the extent necessary to evidence the right of Buyer to use the real property of O&R (the "Buyer's Easements") that comprise part of the Excluded Assets, duly executed and acknowledged by O&R and in recordable form, each substantially in the form of Exhibit E hereto; (g) The Assignment of Leases in the form attached hereto as Exhibit F assigning to Buyer all of the Sellers' right, title and interest as lessor (or lessee as the case may be) under the leases; (h) Copies of the resolutions adopted by the Board of Directors or Board of Trustees, and/or a committee of the Board of Directors or Board of Trustees to whom the Board has delegated its authority, of each of the Sellers, certified by the Secretary of each Seller, as having been duly and validly adopted and as being in full force and effect, authorizing the execution and delivery by each Seller of this Agreement, the ▇▇▇▇ of Sale duly executed and other closing documents described in this Agreement to which such Seller is a party, and the performance by each Seller; (b) the Assignment such Seller of its respective obligations hereunder and Assumption Agreement duly executed by each Seller; (c) the Special Warranty Deeds duly executed by MCI or Marconi Canada (as applicable), for each Transferred Owned Real Property; (d) the Patent Assignment duly executed by Marconi IP; (e) the Trademark Assignment duly executed by the Sellers; (f) the Transition Services Agreement duly executed by MCI; (g) the License Agreement duly executed by Marconi IP and MCI; (h) the Federal Supply Agreement duly executed by Marconi Federalthereunder; (i) All such other instruments of assignment or conveyance as shall, in the Middle East Supply reasonable opinion of the Buyer and its counsel, be necessary to transfer to the Buyer the Purchased Assets in accordance with this Agreement duly executed by Marconi Middle Eastand where necessary or desirable, in recordable form; (j) A certification of non-foreign status in a form which complies with Section 1445 of the Consents received by Code and the Sellersregulations thereunder; provided, subject however, that if either Seller shall fail to deliver such certification, the Buyer shall withhold at the Closing and pay over to the terms and conditions appropriate taxing authority any amount equal to ten (10) percent of this Agreement, including Sections 2.3 and 6.3(cthe portion to be allocated to such Seller of the total Amount Realized (as defined under Section 1445 of the Code); (k) Such other agreements, documents, instruments and writings as are required to be delivered by the Sublicense duly executed by Marconi; (l) a certificate of Sellers at or prior to the secretary or an assistant secretary of Marconi and each Seller certifying resolutions of the board of directors of Marconi and such Seller, approving and authorizing the execution, delivery and performance by Marconi and such Seller of Closing Date pursuant to this Agreement and its respective Related Agreements and the consummation by Marconi and such Seller of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Marconi and such Seller)or otherwise required in connection herewith; and (m1) owners affidavits $4.0 million by wire transfer of immediately available funds or by such other means as are agreed to by O&R and gap indemnities reasonably requested by the title company issuing the owners title insurance policies described in Section 7.11Buyer.

Deliveries by the Sellers. At the Closing, Marconi and each Seller of the Sellers (as applicableappropriate) shall, and MCI and its Affiliates shall deliver or cause Marconi Federal and Marconi Middle East (as applicable) to, deliver to the Purchasers the followingbe delivered to Purchaser: (a) a wire transfer of same day funds or bank accounts of Target Subsidiaries with cash balances which together represent an amount equal to the Cash On-Hand Amount; (b) an executed Assignment and Assumption Agreement in the form attached hereto as Exhibit A; (c) a duly executed ▇▇▇▇ of Sale duly executed by each Seller; (b) in the Assignment and Assumption Agreement duly executed by each Seller; (c) the Special Warranty Deeds duly executed by MCI or Marconi Canada (form attached hereto as applicable), for each Transferred Owned Real PropertyExhibit C; (d) an executed Sublease for ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ in the Patent Assignment duly executed by Marconi IPform attached as Exhibit D hereto; (e) an executed Sublease for 506 S. Central in the Trademark Assignment duly executed by the Sellersform attached as Exhibit E hereto; (f) an executed Sublease for ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in the Transition Services Agreement duly executed by MCIform attached as Exhibit F hereto; (g) an executed Shared Services Agreement in the License Agreement duly executed by Marconi IP and MCIform attached hereto as Exhibit G; (h) executed Master License Agreements relating to Sylvan’s operation of the Federal Supply Agreement duly executed by Marconi FederalUK/France Subsidiaries and Sylvan’s operations in Spain, in substantially the form attached hereto as Exhibit H; (i) all documents of title and instruments of conveyance necessary to transfer record and/or beneficial ownership to Purchaser of all automobiles, trucks, trailers, aircraft (and any other property owned by the Middle East Supply Agreement duly executed by Marconi Middle East;Sellers which require execution, endorsement and/or delivery of a document in order to vest record or beneficial ownership thereof in Purchaser) which are included in the Target Assets; Table of Contents (j) (A) a mutually acceptable executed agreement, duly notarized before a German notary, between Sylvan I BV and Purchaser for the Consents received assignment of all of the shares (Geschäftsanteile) of Dorana Einundvierzigste Verwaltungsgesellschaft mbH (“Dorana”) and (B) certificates representing the outstanding capital stock and/or ownership interests of each Target Subsidiary (other than Dorana), each such certificate to be duly and validly endorsed in favor of Purchaser or accompanied by separate stock powers duly and validly executed by the Sellers, subject Sellers and otherwise sufficient to the terms and conditions vest in Purchaser ownership of this Agreement, including Sections 2.3 and 6.3(c)such stock free of any adverse claim or Encumbrance; (k) assignments of all Target Intellectual Property and all applications therefor and all of the Sublicense duly executed by MarconiIP Agreements, in each case to the extent that any one of the Target Subsidiaries is not the sole and exclusive owner of such Intellectual Property or a party to such IP Agreements, respectively; (l) a certificate executed copies of the secretary Requisite Consents and any other consents referred to in Section 5.4(c) hereof that the Sellers may (but are not required by Closing to) obtain; (m) an executed First Amendment to Investors Agreement in the form attached hereto as Exhibit I; (n) an executed Securities Purchase Agreement in the form attached hereto as Exhibit J; (o) all documents containing or an assistant secretary of Marconi and each Seller certifying resolutions relating to “know-how” to be acquired by Purchaser pursuant hereto; (p) all of the board books and records of directors the Sellers relating to the Targeted Businesses; (q) the opinion of Marconi counsel referred to in Section 6.2(a) hereof; (r) the Officers’ Certificate referred to in Section 6.2(b) hereof; (s) a certification of non-foreign status for the Sellers in the form and such Seller, approving and authorizing manner which complies with the execution, delivery and performance by Marconi and such Seller requirements of this Agreement and its respective Related Agreements Section 1445 of the Code and the consummation by Marconi regulations promulgated thereunder and such Seller any similar state and local laws and regulations; (t) any other certifications which may be required under applicable law stating that no Taxes are due to any taxing authority for which the Purchaser could have liability to withhold and pay with respect to the transfer of the transactions contemplated hereby Target Assets; Table of Contents (u) all such other deeds, endorsements, assignments, consents and thereby (together with an incumbency other instruments as, in the opinion of Purchaser’s counsel, are necessary to vest in Purchaser good and signature certificate regarding marketable title to the officer(s) signing on behalf of Marconi and such Seller)Target Assets; and (mv) owners affidavits and gap indemnities reasonably requested all other previously undelivered documents required to be delivered by the title company issuing Sellers to Purchaser at or prior to the owners title insurance policies described Closing in Section 7.11connection with the Transactions.

Deliveries by the Sellers. At the Closing, Marconi and each Seller of the Sellers (as applicableappropriate) shall, and MCI and its Affiliates shall deliver or cause Marconi Federal and Marconi Middle East (as applicable) to, deliver to the Purchasers the followingbe delivered to Purchaser: (a) a wire transfer of same day funds or bank accounts of Target Subsidiaries with cash balances which together represent an amount equal to the ▇▇▇▇ of Sale duly executed by each SellerCash On-Hand Amount; (b) the an executed Assignment and Assumption Agreement duly executed by each Sellerin the form attached hereto as Exhibit A; (c) the Special Warranty Deeds a duly executed by MCI or Marconi Canada (Bill of Sale in the form attached hereto as applicable), for each Transferred Owned Real PropertyExhibit C; (d) an executed Sublease for 1001 Fleet Street in the Patent Assignment duly executed by Marconi IPform attached as Exhibit D hereto; (e▇) ▇▇ executed Sublease for 506 S. Central in the Trademark Assignment duly executed by the Sellersform attached as Exhibit E hereto; (f) an executed Sublease for 1000 Lancaster Street in the Transition Services Agreement duly executed by MCIform attached as Exhibit F hereto; (g▇) ▇▇ executed Shared Services Agreement in the License Agreement duly executed by Marconi IP and MCIform attached hereto as Exhibit G; (h) executed Master License Agreements relating to Sylvan's operation of the Federal Supply Agreement duly executed by Marconi FederalUK/France Subsidiaries and Sylvan's operations in Spain, in substantially the form attached hereto as Exhibit H; (i) all documents of title and instruments of conveyance necessary to transfer record and/or beneficial ownership to Purchaser of all automobiles, trucks, trailers, aircraft (and any other property owned by the Middle East Supply Agreement duly executed by Marconi Middle EastSellers which require execution, endorsement and/or delivery of a document in order to vest record or beneficial ownership thereof in Purchaser) which are included in the Target Assets; (jA) a mutually acceptable executed agreement, duly notarized before a German notary, between Sylvan I BV and Purchaser for the Consents received assignment of all of the shares (Geschaftsanteile) of Dorana Einundvierzigste Verwaltungsgesellschaft mbH ("Dorana") and (B) certificates representing the outstanding capital stock and/or ownership interests of each Target Subsidiary (other than Dorana), each such certificate to be duly and validly endorsed in favor of Purchaser or accompanied by separate stock powers duly and validly executed by the Sellers, subject Sellers and otherwise sufficient to the terms and conditions vest in Purchaser ownership of this Agreement, including Sections 2.3 and 6.3(c)such stock free of any adverse claim or Encumbrance; (k) assignments of all Target Intellectual Property and all applications therefor and all of the Sublicense duly executed by MarconiIP Agreements, in each case to the extent that any one of the Target Subsidiaries is not the sole and exclusive owner of such Intellectual Property or a party to such IP Agreements, respectively; (l) a certificate executed copies of the secretary Requisite Consents and any other consents referred to in Section 5.4(c) hereof that the Sellers may (but are not required by Closing to) obtain; (m) an executed First Amendment to Investors Agreement in the form attached hereto as Exhibit I; (n) an executed Securities Purchase Agreement in the form attached hereto as Exhibit J; (o) all documents containing or an assistant secretary of Marconi and each Seller certifying resolutions relating to "know-how" to be acquired by Purchaser pursuant hereto; (p) all of the board books and records of directors the Sellers relating to the Targeted Businesses; (q) the opinion of Marconi counsel referred to in Section 6.2(a) hereof; (r) the Officers' Certificate referred to in Section 6.2(b) hereof; (s) a certification of non-foreign status for the Sellers in the form and such Seller, approving and authorizing manner which complies with the execution, delivery and performance by Marconi and such Seller requirements of this Agreement and its respective Related Agreements Section 1445 of the Code and the consummation by Marconi regulations promulgated thereunder and such Seller any similar state and local laws and regulations; (t) any other certifications which may be required under applicable law stating that no Taxes are due to any taxing authority for which the Purchaser could have liability to withhold and pay with respect to the transfer of the transactions contemplated hereby Target Assets; (u) all such other deeds, endorsements, assignments, consents and thereby (together with an incumbency other instruments as, in the opinion of Purchaser's counsel, are necessary to vest in Purchaser good and signature certificate regarding marketable title to the officer(s) signing on behalf of Marconi and such Seller)Target Assets; and (mv) owners affidavits and gap indemnities reasonably requested all other previously undelivered documents required to be delivered by the title company issuing Sellers to Purchaser at or prior to the owners title insurance policies described Closing in Section 7.11connection with the Transactions.

Deliveries by the Sellers. At the Closing, Marconi and each Seller (as applicable) shall, and MCI and its Affiliates the Sellers shall cause Marconi Federal and Marconi Middle East (as applicable) to, deliver to the Purchasers Buyers the followingfollowing duly executed documents and other items in a form reasonably satisfactory to the Buyers: (a) the ▇▇▇▇ of Sale duly A compliance certificate executed by a duly authorized officer of each Sellerof Empress and each Subsidiary, as specified in Section 8.04; (b) the Assignment and Assumption Agreement duly executed by each SellerA written opinion of Sellers' Counsel in accordance with Section 8.07; (c) the Special Warranty Deeds duly executed by MCI or Marconi Canada (as applicable), for each Transferred Owned Real PropertyThe Escrow Agreements; (d) Certificates of Good Standing of Empress and each Subsidiary, issued by the Patent Assignment duly executed by Marconi IPSecretary of State of the jurisdiction of incorporation, dated within five (5) days of the Closing Date; (e) Certified copies of the Trademark Assignment Articles of Incorporation, with all amendments of Empress and each Subsidiary, issued by the Secretary of State of the jurisdiction of incorporation, dated within five (5) days of the Closing Date; (f) Copies of the Bylaws of Empress and each Subsidiary as in effect on the Closing Date, certified by the Secretary of each company; (g) The certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank with appropriate transfer stamps, if any, and any other documents that are necessary to transfer title to the Shares from Empress to the Buyers, free and clear of all Adverse Claims, Liens and rights of any other Person; (h) A receipt executed by Empress acknowledging receipt of the Estimated Merger Consideration, less the Deposit; (i) Updated title insurance policies with respect to all of the Empress Real Property, with all standard exceptions thereto deleted which policies shall be at the expense of the Sellers; (f) the Transition Services Agreement duly executed by MCI; (g) the License Agreement duly executed by Marconi IP and MCI; (h) the Federal Supply Agreement duly executed by Marconi Federal; (i) the Middle East Supply Agreement duly executed by Marconi Middle East; (j) The as-built surveys required by Section 2.12, which surveys shall be at the Consents received by expense of the Sellers, subject to the terms and conditions of this Agreement, including Sections 2.3 and 6.3(c);; and (k) the Sublicense duly executed by Marconi; (l) a certificate Evidence of the secretary or an assistant secretary of Marconi all consents and each Seller certifying resolutions of the board of directors of Marconi and such Seller, approving and authorizing the execution, delivery and performance by Marconi and such Seller of this Agreement and its respective Related Agreements and the consummation by Marconi and such Seller of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Marconi and such Seller); and (m) owners affidavits and gap indemnities reasonably requested approvals required to be obtained by the title company issuing the owners title insurance policies described in Sellers pursuant to Section 7.114.11.