TERMINATION AGREEMENT");
(IV)
A TECHNOLOGY TRANSFER AGREEMENT IN
SUBSTANTIALLY THE FORM OF EXHIBIT C ATTACHED HERETO WITH RESPECT TO THE CLOSED
LOOP IGNITION CONTROL SYSTEM DEVELOPED BY SELLERS' AFFILIATE DESCRIBED IN
PART VIII(B) OF SCHEDULE 2.1.3 HEREOF (THE "TECHNOLOGY TRANSFER AGREEMENT");
(V)
A CERTIFICATE OF EXISTENCE WITH RESPECT TO
PURCHASER, AS OF A RECENT DATE, ISSUED BY THE SECRETARY OF STATE OF THE STATE OF
NORTH CAROLINA;
(VI)
COPIES, CERTIFIED BY THE SECRETARY OR
ASSISTANT SECRETARY OF PURCHASER, OF RESOLUTIONS OF PURCHASER'S BOARD OF
DIRECTORS AUTHORIZING THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND ALL OF
THE OTHER AGREEMENTS AND INSTRUMENTS, IN EACH CASE, TO BE EXECUTED AND DELIVERED
BY PURCHASER IN CONNECTION HEREWITH;
(VII)
A CERTIFICATE OF THE SECRETARY OR ASSISTANT
SECRETARY OF PURCHASER IDENTIFYING THE NAME AND TITLE AND BEARING THE SIGNATURES
OF THE OFFICERS OF PURCHASER AUTHORIZED TO EXECUTE AND DELIVER THIS AGREEMENT
AND THE OTHER AGREEMENTS AND INSTRUMENTS CONTEMPLATED HEREBY;
(VIII)
A CERTIFICATE ADDRESSED TO SELLERS DATED THE
CLOSING DATE EXECUTED BY THE DULY AUTHORIZED OFFICER OF PURCHASER TO THE EFFECT
THAT THE CONDITIONS SET FORTH IN SECTION 5.2.1 AND SECTION 5.2.2 HAVE BEEN
SATISFIED BY PURCHASER; AND
(IX)
FULLY EXECUTED ORIGINALS OF ALL ASSUMED
AGREEMENTS.
(B)
AT THE CLOSING, SELLERS SHALL, OR WILL CAUSE
EACH OF THEIR APPLICABLE AFFILIATES TO EXECUTE (AS APPLICABLE) AND DELIVER TO
PURCHASER THE FOLLOWING ITEMS:
(I)
THE REQUIRED CONSENTS OBTAINED AS OF
CLOSING TO THE EXTENT SELLERS, OR EITHER OF THEM, IS THE BENEFICIARY, RECIPIENT
OR GRANTEE THEREOF;
(II)
A BILL OF SALE IN SUBSTANTIALLY THE
FORM OF EXHIBIT D ATTACHED HERETO (THE "BILL OF SALE");
(III)
AN AMENDED SCHEDULE 1.1(A), UPDATED THROUGH
THE CLOSING DATE TO INCLUDE THOSE NEW CONTRACTS ENTERED INTO BY SELLER SINCE THE
EFFECTIVE DATE IN ACCORDANCE WITH THE TERMS OF SECTION 4.2(B);
16
(IV)
THE ASSIGNMENT AGREEMENTS;
(V)
A SPECIAL WARRANTY DEED (THE "DEED") IN
SUBSTANTIALLY THE FORM OF EXHIBIT E ATTACHED HERETO AND ANY OTHER DOCUMENTS
NECESSARY TO CONVEY ALL OF ROCKINGHAM'S RIGHT, TITLE AND INTEREST IN AND TO THE
REAL PROPERTY;
(VI)
THE DUKE-RELATED TERMINATION AGREEMENT;
(VII)
THE TECHNOLOGY TRANSFER AGREEMENT;
(VIII)
THE LIEN RELEASES;
(IX)
A CERTIFICATION OF NON-FOREIGN STATUS FOR
ROCKINGHAM IN THE FORM AND MANNER WHICH COMPLIES WITH THE REQUIREMENTS OF
SECTION 1445 OF THE CODE AND THE REGULATIONS PROMULGATED THEREUNDER, AND
INFORMATION SUFFICIENT FOR THE CLOSING ESCROW AGENT TO COMPLETE AN IRS FORM 1099
AND ANY OTHER REQUIRED TAX FILINGS;
(X)
AFFIDAVITS ADDRESSED TO PURCHASER'S TITLE
INSURER FROM SELLERS, IN FORM REASONABLY SATISFACTORY TO PURCHASER AND SUCH
TITLE INSURER, AND REFLECTING THE FORMS OF AFFIDAVITS TYPICALLY PROVIDED BY
SELLERS AND CONTRACTORS IN CONNECTION WITH ISSUANCE OF TITLE INSURANCE TO REMOVE
STANDARD EXCEPTIONS FOR MECHANICS' LIENS, THE GAP PERIOD FROM THE LATEST UPDATE
OF PURCHASER'S TITLE INSURANCE COMMITMENT AND PARTIES IN POSSESSION, AND SUCH
OTHER AFFIDAVITS AND DOCUMENTS AS MAY BE REASONABLY REQUIRED BY PURCHASER'S
TITLE INSURER FOR ISSUANCE OF THE TITLE POLICY;
(XI)
CERTIFICATES OF TITLE FOR THE TITLED
VEHICLES AND EQUIPMENT THAT ARE PART OF THE PURCHASED