“(i) With regard to Tooling required to produce [...​...] Components sourced from [...​...], Buyer shall provide all such Buyer Provided Tooling necessary to commence production, including POs for any required Seller Provided Tooling in accordance with, but not to exceed the pricing quoted in Appendix 5B within [...​...] of signing this Agreement, , it being understood by Buyer that Seller’s performance obligations to produce such [...​...] Components are contingent upon its timely receipt of such Buyer Provided Tooling and, if necessary, Seller Provided Tooling orders. Buyer hereby authorizes Seller to effect any repairs necessary to the Buyer Provided Tooling sourced from [...​...], including any necessary repairs to the skin mold control system, at Seller’s sole cost . Buyer also agrees to deliver any and all Buyer Provided Tooling sourced from [...​...] to Seller by no later than [...​...]. Buyer hereby agrees that all warranties to Buyer from third-party vendors for Buyer Provided Tooling shall inure to the benefit of Seller. Any delays in the delivery of the Buyer Provided Tooling required for [...​...] Component production, or in the placement of POs for Seller Provided Tooling that is required in connection therewith, shall result in an equal, ratable delay in the production and delivery timeline of [...​...] Components to Seller in 2013 and 2014 as set forth in [Appendix 5A], provided that Seller shall use commercially reasonable efforts to overcome any such delays.

Section # Full Disclosure ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER [Section 4.01] Organization and Authority of Buyer

“2.3 Buyer Deliverable Documents. At the Closing, Buyer shall undertake or cause to be undertaken the following:

SECTION # Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Closing is subject to the satisfaction (or waiver by Buyer) on or prior to the Closing Date of each of the following additional conditions:

If at any time the goods and/or services are found by Buyer or its customers to fail the foregoing warranty, then, in addition to any other available remedies, Seller shall at Buyer’s option repair or replace any non-conforming goods/services, including, without limitation, installation of corrective changes or repairs, all at no cost to Buyer. Seller shall not require Buyer to make any changes to the goods/services (except for installation of corrective changes provided), shall not require or cause to be made any changes to Buyer’s data, unless Buyer in its sole discretion approves such changes and shall not require or cause to be made any changes to any other good, product or service used by Buyer.

the Foreign Transfer Agreements, duly executed by the Buyer New [[Unknown Identifier]] and Buyer Minority Purchaser, as applicable;

This Agreement constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.

Buyer’s Closing Certificate. At the Closing, Buyer shall deliver to Seller a certificate of the Secretary or another officer of Buyer, dated the Closing Date, certifying as to the incumbency of the officer of Buyer executing the Transaction Documents.

The Buyer is not an S corporation (within the meaning of Section 1361(a)(1) of the Code). All material elections with respect to Taxes affecting the Buyer are disclosed or attached to a Tax Return of the Buyer.

SECTION # Governmental Consents. No Consent of or Filing with any Governmental Entity is required to be obtained or made by Buyer in connection with the execution and delivery of this Agreement and the Ancillary Agreements to be delivered hereunder by Buyer and the consummation by Buyer of the transactions contemplated hereby and thereby, other than # the Buyer’s Required Consents set forth on Section 4.03 of the Buyer Disclosure Letter and # the Consents and Filings the failure of which to obtain or make would not be material to Buyer’s ability to perform its obligations hereunder or thereunder or to consummate the transactions contemplated hereunder or thereunder.