the satisfaction or waiver (subject to
applicable Legal Requirement) of all conditions (other than those conditions
which by their nature are to be satisfied at Closing, but subject to the
fulfillment or waiver of those conditions) set forth in Articles 7 and 8 (and,
in any event not more than ten Business Days following the satisfaction or
waiver of all such conditions), at the offices of Sellers' counsel at 1301
McKinney, Suite 5100, Houston, Texas, unless Buyer and Sellers otherwise agree.
2.9
CLOSING OBLIGATIONS
In addition to any other documents to be delivered under other provisions of
this Agreement, at the Closing:
(A)
SELLERS SHALL DELIVER TO BUYER:
(I)
A BILL OF SALE, ASSIGNMENT AND
ASSUMPTION AGREEMENT WITH RESPECT TO THE ASSIGNMENT OF THE ASSETS TO BUYER AND
THE ASSUMPTION OF THE ASSUMED LIABILITIES BY BUYER IN THE FORM OF EXHIBIT
2.9(A)(I) (THE "BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT") EXECUTED BY
SELLERS;
(II)
A SUPPLY AGREEMENT IN THE FORM OF
EXHIBIT 2.9(A)(II) EXECUTED BY PARENT (THE "SUPPLY AGREEMENT");
(III)
ASSIGNMENTS OF ALL REGISTERED
INTELLECTUAL PROPERTY THAT IS PART OF THE ASSETS IN THE FORM OF EXHIBIT
2.9(A)(III) EXECUTED BY THE APPLICABLE SELLER;
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(IV)
SUCH OTHER BILLS OF SALE, ASSIGNMENTS,
DOCUMENTS (INCLUDING THE ESTIMATES OF TRANSFER TAX OBLIGATIONS OF BUYER BASED ON
THE ALLOCATION SCHEDULE) AND OTHER INSTRUMENTS OF TRANSFER AND CONVEYANCE OF THE
ASSETS AS MAY REASONABLY BE REQUESTED BY BUYER, EACH IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO BUYER AND ITS LEGAL COUNSEL AND EXECUTED BY THE
APPLICABLE SELLER;
(V)
THE ESTIMATED CLOSING BALANCE SHEET;
(VI)
THE INDUSTRIAL LEASE AGREEMENT IN THE
FORM OF EXHIBIT 2.9(A)(VI) (THE "LEASE AGREEMENT"), EXECUTED BY PARENT OR ONE OF
ITS AFFILIATES, AS LESSOR;
(VII)
THE TRANSITION SERVICES AGREEMENT IN THE
FORM OF EXHIBIT 2.9(A)(VII) EXECUTED BY PARENT (THE "TRANSITION SERVICES
AGREEMENT");
(VIII)
ONE OR MORE SUBCONTRACTS IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO SELLERS AND BUYER COVERING EACH OF THE
SELLER CONTRACTS THAT IS SUBJECT TO THE PROVISIONS OF SECTION 10.6(C), EXECUTED
BY EACH APPLICABLE SELLER AND, IF NECESSARY, ONE OR MORE OF ITS AFFILIATES
(EACH, A "SUBCONTRACT");
(IX)
THE CERTIFICATE REQUIRED BY SECTION
7.1;
(X)
A CERTIFICATE OF THE SECRETARY OF
EACH SELLER CERTIFYING, AS COMPLETE AND ACCURATE AS OF THE CLOSING, ATTACHED
COPIES OF THE ARTICLES OF INCORPORATION IN THE CASE OF THE PARENT, CERTIFICATES
OF INCORPORATION IN THE CASE OF SDDA, SSPI AND SSI, DEED OF TRUST IN THE CASE OF
S&S TRUST, AND BYLAWS OF SUCH SELLER AS IN EFFECT ON THE DATE THEREOF,
CERTIFYING AND ATTACHING ALL REQUISITE RESOLUTIONS OR ACTIONS OF SUCH SELLER'S
BOARD OF DIRECTORS (OR ITS EQUIVALENT) APPROVING THE EXECUTION AND DELIVERY OF
THIS AGREEMENT AND THE CONSUMMATION OF THE CONTEMPLATED TRANSACTIONS AND
CERTIFYING TO THE INCUMBENCY AND SIGNATURES OF THE OFFICERS OF SUCH SELLER
EXECUTING THIS AGREEMENT AND ANY OTHER DOCUMENT RELATING TO THE CONTEMPLATED
TRANSACTIONS;
(XI)
THE CONFIRMATION OF CLOSING IN THE
FORM OF EXHIBIT 2.9(A)(XI) EXECUTED BY PARENT (THE "CONFIRMATION OF CLOSING");
(XII)
COPIES OF ALL CONSENTS WHICH HAVE