Common use of The Interests Clause in Contracts

The Interests. (a) Upon delivery to Purchaser at the Closing of certificates representing the Interests (other than the Kendro LP Interests and the Kendro GmbH Shares), duly endorsed b▇ ▇▇▇, ▇▇ Ireland or Kendro L▇, ▇▇ appropriate, for transfer to Purchaser or accompa▇▇▇▇ ▇▇ duly executed stock powers or other instruments of transfer in blank, and upon the receipt by the appropriate person of the portion of the Purchase Price attributable thereto, legal and valid title to the Interests (other than the Kendro LP Interests and the Kendro GmbH Shares) will pass to Purcha▇▇▇, ▇▇▇▇ and clear of any ▇▇▇▇▇▇rances, and Purchaser will become the record and beneficial owner of the Interests (other than the Kendro LP Interests and the Kendro GmbH Shares). (▇) ▇▇on delivery to Purc▇▇▇▇▇ at the Closing of an instrument of assignment executed by SPX and Kendro GP II transferring the Kendro LP Interests owned by them to ▇▇▇▇▇▇▇▇r and upon the recei▇▇ ▇▇ ▇▇▇ and Kendro GP II of the portion of the Purchase Price attributable th▇▇▇▇▇, ▇egal and valid title to the Kendro LP Interests (other than the Kendro LP Interests owned by ▇▇▇▇▇▇ ▇▇, which will be acquired by P▇▇▇▇▇▇▇▇ through its purchas▇ ▇▇ ▇▇▇ Kendro GP Shares) will pass to Purchaser, free and clear ▇▇ ▇▇▇ ▇ncumbrances. (c) Upon delivery to Thermo Germany at the Closing of the Kendro GmbH Closing Condition Satisfaction Notice and effectivenes▇ ▇▇ ▇he Notarial Deed and upon the receipt by SPX Europe of the portion of the Purchase Price attributable thereto, legal and valid title to the Kendro GmbH Shares will pass to Thermo Germany, free and clear of a▇▇ ▇▇▇umbrances.

The Interests. (a) Upon delivery to Purchaser at the Closing of certificates representing the Interests (other than the Kendro LP ▇▇▇▇▇▇ ▇▇ Interests and the Kendro ▇▇▇▇▇▇ GmbH Shares), duly endorsed bby SPX, GS Ireland or ▇▇▇▇▇▇ ▇▇▇, ▇▇ Ireland or Kendro L▇, ▇▇ as appropriate, for transfer to Purchaser or accompa▇▇▇▇ ▇▇ accompanied by duly executed stock powers or other instruments of transfer in blank, and upon the receipt by the appropriate person of the portion of the Purchase Price attributable thereto, legal and valid title to the Interests (other than the Kendro LP ▇▇▇▇▇▇ ▇▇ Interests and the Kendro ▇▇▇▇▇▇ GmbH Shares) will pass to Purcha▇▇▇Purchaser, ▇▇▇▇ free and clear of any ▇▇▇▇▇▇rancesEncumbrances, and Purchaser will become the record and beneficial owner of the Interests (other than the Kendro LP ▇▇▇▇▇▇ ▇▇ Interests and the Kendro ▇▇▇▇▇▇ GmbH Shares). (▇b) ▇▇on Upon delivery to Purc▇▇▇▇▇ Purchaser at the Closing of an instrument of assignment executed by SPX and Kendro GP ▇▇▇▇▇▇ ▇▇ II transferring the Kendro LP ▇▇▇▇▇▇ ▇▇ Interests owned by them to Purchaser and upon the receipt by SPX and ▇▇▇▇▇▇▇▇r and upon the recei▇▇ ▇▇ ▇▇▇ and Kendro GP II of the portion of the Purchase Price attributable ththereto, legal and valid title to the ▇▇▇▇▇, ▇ ▇egal and valid title to the Kendro LP ▇ Interests (other than the Kendro LP ▇▇▇▇▇▇ ▇▇ Interests owned by ▇▇▇▇▇▇ ▇▇, which will be acquired by P▇▇Purchaser through its purchase of the ▇▇▇▇▇▇ through its purchas▇ ▇▇ ▇▇▇ Kendro GP Shares) will pass to Purchaser, free and clear ▇▇ ▇▇▇ ▇ncumbrancesof any Encumbrances. (c) Upon delivery to Thermo Germany at the Closing of the Kendro ▇▇▇▇▇▇ GmbH Closing Condition Satisfaction Notice and effectivenes▇ ▇▇ ▇he effectiveness of the Notarial Deed and upon the receipt by SPX Europe of the portion of the Purchase Price attributable thereto, legal and valid title to the Kendro ▇▇▇▇▇▇ GmbH Shares will pass to Thermo Germany, free and clear of a▇▇ ▇▇▇umbrancesany Encumbrances.