Common use of Actions and Deliveries at Closing Clause in Contracts

Actions and Deliveries at Closing. In addition to any other action to be taken and any other instrument to be executed and/or delivered pursuant to this Agreement, on or before the Closing Date: (a) the Parties shall: (i) accomplish all the formalities for the transfer of the Quota from the Seller to the Purchaser by entering into the Notarial Deed before the Notary Public, it being understood that such Notarial Deed shall not novate in any manner whatsoever the provisions of this Agreement; (ii) subject to the terms of this Agreement, sign and deliver, or shall cause to be signed and delivered, all such documents and instruments, and shall take all such actions as may be necessary or advisable to complete and perfect the Closing and to effect the transactions contemplated in this Agreement; (b) the Purchaser shall: (i) pay to the Seller the second instalment of the Purchase Price, pursuant to Article 4 above; (ii) hold a shareholders’ meeting of the Company: (1) acknowledging the resignation of the directors and the statutory auditor from their office with effect from the Closing Date, and ratify all actions carried out by such directors and statutory auditor (pursuant to Annex 6.2(b)(ii)), and approve the appointment with effect on the Closing Date of the new directors and statutory auditor (if required by Applicable Law) of the Company; and (2) changing the name of the Company into “Xxxxxx Service S.r.l.”; (iii) the Purchaser shall pay or cause to be paid to the appropriate entities or Persons and in the appropriate manner, any registration Tax on the transfer of the Quota and the execution of the Notarial Deed; (c) the Seller shall cause, also pursuant to article 1381 of the Civil Code, all the directors and the statutory auditor of the Company to resign from their office — waiving any claim against the Company in respect of the termination of their office (without prejudice to the right to compensation pro rata temporis matured and not yet paid up to the Closing Date) — with effect from the Closing Date, by executing the resignation letters in a form substantially corresponding to Annex 6.2(c) hereto and deliver to the Purchaser such resignation letters; (d) as a condition precedent to the Closing, the Parties shall cause the Company and Evoqua Water Technologies Ltd. to enter into a distribution agreement for membrane — MBR, with a content agreed in good faith between the Parties (the “Distribution Agreement”).

Actions and Deliveries at Closing. In addition to any other action to be taken and to any other instrument to be executed and/or delivered pursuant to under this Agreement, on or before at the Closing DateClosing: (a) the Parties Each of Spig Holding and Ambienta shall: (i) accomplish (x) cause all the formalities for the transfer of the Quota directors of the Company and the non-executive directors of the Subsidiaries listed in Annex 7.2 (a)(i)(1) respectively designated by Spig Holding and by Ambienta to resign from office as of the Seller Closing Date and to deliver to the Purchaser resignation letters in the form of Annex 7.2 (a)(i)(2) confirming that they have no claims for compensation for termination, loss of office, unpaid remuneration or otherwise, exception made for the ordinary course compensation due up to the Closing Date and unpaid at the Closing Date (if any) and (y) procure that none of the directors respectively designated by entering into Spig Holding and by Ambienta in attendance at the Notarial Deed before shareholders’ meeting provided for in clause (c)(vi) herebelow object to discussing and resolving upon any of the Notary Publicmatters on the agenda; and (ii) execute and deliver any document and instruments as may be necessary under the Laws of Italy, it being understood that to transfer to the Purchaser good and marketable title to the Shares, free and clear of any Lien, including by endorsing to the Purchaser the share certificates representing all of the Shares, in compliance with Article 2355 of the Code, and delivering such Notarial Deed shall certificates so endorsed to the Purchaser; (b) Spig Holding shall: (i) deliver to the Purchaser (x) appropriate documentation showing the accomplishment of the preliminary actions and performance of the obligations set forth in Section 6.3 (Certain Preliminary Actions) above and (y) the Prepayment Instructions and the Lender Release Letters, without prejudice to what is provided for in Section 6.3 (Certain Preliminary Actions), in each case to the extent such documentation has not novate in any manner whatsoever been previously delivered to the provisions of this AgreementPurchaser; (ii) subject to procure that at least the terms majority of this Agreement, sign the directors and deliver, or shall cause to be signed and delivered, all such documents and instruments, and shall take all such actions as may be necessary or advisable to complete and perfect statutory auditors of the Closing and to effect Company presently in office participate in the transactions contemplated shareholders’ meeting provided for in this Agreementclause (c)(vi) herebelow; (biii) cause one of the Company’s directors to properly record the transfer of the Shares as per paragraph (a)(ii) above into the Company’s shareholders’ ledger; and (iv) deliver the shareholders’ ledgers and the other corporate books of the Group Companies to the Purchaser; (c) the Purchaser shall: (i) pay pay, in the name and on behalf of the Company, the Payoff Amounts to the Seller lenders under the second instalment of Credit Facility Agreements according to the Purchase Price, pursuant to Article 4 abovePayoff Letter and as per the Prepayment Instructions; (ii) hold a shareholders’ meeting of pay to the Company: (1) acknowledging Sellers the resignation of the directors and the statutory auditor from their office with effect from the Closing Date, and ratify all actions carried out by such directors and statutory auditor (Provisional Price pursuant to Annex 6.2(b)(ii)), Sections 4.6 and approve 4.7 and shall deliver to the appointment with effect on the Closing Date Sellers evidence of the new directors and statutory auditor (if required by Applicable Law) of the Company; and (2) changing the name of the Company into “Xxxxxx Service S.r.l.”payment thereof; (iii) execute and deliver any document and instruments as may be necessary under the Laws of Italy for the Sellers to transfer to the Purchaser shall good and marketable title to the Shares; 31 (iv) pay or cause to be paid to any stamp, transfer, notarial or similar taxes, duties, fees, costs, charges and expenses, including the appropriate entities or Persons and in the appropriate mannerso-called Xxxxx Tax, any registration Tax on however due for the transfer of the Quota and Shares, except any applicable income Tax or capital gain Tax which shall remain entirely for the execution account of the Notarial DeedSellers; (cv) deliver to the Seller shall cause, also pursuant Sellers a written undertaking (in the form of Annex 7.2(c)(v)) to article 1381 the directors of the Civil Group Companies resigning as per Section 7.2 (a)(i) not to, and to cause any Group Company after the Closing not to, make or bring any claim, action, suit or litigation (including, as applicable, under articles 2393, 2393-bis and/or 2395 of the Code) against them in connection with his/her office and activities as directors until the Closing Date and to indemnify and hold each of them harmless from any liabilities incurred as a result of any such claim, action or suit made by the Purchaser or any Group Company against them in connection with his/her office and activities as directors until the Closing Date, in all cases except for fraud (“dolo”) or gross negligence (“colpa grave”); (vi) attend and vote at the directors and the statutory auditor ordinary shareholders’ meeting of the Company to resign be held on the Closing Date in lieu of notice pursuant to Article 2366, paragraph 4, of the Code at the presence of at least the majority of the resigning directors and statutory auditors (A) to appoint new directors replacing those who will have resigned as per Section 7.2 (a)(i); and (B) to give full discharge and release, to the extent permitted under applicable Law, to the directors of the Company who shall have resigned as per Section 7.2 (a)(i) from and against any and all liabilities arising from their office — waiving any claim against as directors of the Company in respect of the termination of their office (without prejudice to the right to compensation pro rata temporis matured and not yet paid up to the Closing Date, except in case of fraud (“dolo”) — with effect from the Closing Date, by executing the resignation letters in a form substantially corresponding to Annex 6.2(c) hereto and deliver to the Purchaser such resignation lettersor gross negligence (“colpa grave”); (d) as a condition precedent to the Closing, each of the Parties shall cause execute and deliver such other agreements, instruments and documents as are reasonably necessary or appropriate to consummate the Company and Evoqua Water Technologies Ltd. to enter into a distribution agreement for membrane — MBR, with a content agreed in good faith between the Parties (the “Distribution Agreement”)Transaction contemplated hereby.

Actions and Deliveries at Closing. In addition to any other action to be taken and to any other instrument to be executed and/or delivered on the Closing Date pursuant to this Agreement, on or before at the Closing Date: (a) the Parties shallfollowing actions shall occur: (i) accomplish all the formalities for the transfer of the Quota from the Seller to the Purchaser by entering into the Notarial Deed before the Notary Public, it being understood that such Notarial Deed shall not novate in any manner whatsoever the provisions of this Agreement; (ii) subject to the terms of this Agreement, sign and deliver, or shall cause to be signed and delivered, all such documents and instruments, and shall take all such actions as may be necessary or advisable to complete and perfect the Closing and to effect the transactions contemplated in this Agreement; (b) the Purchaser shall: (i) pay to the Seller the second instalment of the Purchase Price, pursuant to Article 4 above; (ii) hold a shareholders’ meeting of the Company: (1) acknowledging the resignation of the directors and the statutory auditor from their office with effect from the Closing Date, and ratify all actions carried out by such directors and statutory auditor (pursuant to Annex 6.2(b)(ii)), and approve the appointment with effect on the Closing Date of the new directors and statutory auditor (if required by Applicable Law) of the Company; and (2) changing the name of the Company into “Xxxxxx Service S.r.l.”; (iii) the Purchaser Buyer shall pay or cause to be paid the Major Sellers Purchase Price to the Major Sellers in accordance with Paragraph 3.1 (Purchase Price); (ii) Buyer shall issue or transfer, or cause to be issued or transferred, to each applicable Violet Party, Magenta Ordinary Shares free and clear of any Liens (other than any restrictions under any securities Laws or Liens created by the applicable Violet Party) in accordance with the terms of the applicable Violet Party’s Subscription Agreement; (iii) each of the Violet Parties and Buyer shall execute and deliver to the other and to the Escrow Agent the Escrow Agreement; (iv) the Major Sellers shall: (a) deliver or cause to be delivered to Buyer copies of the resignation letters effective as of the Closing Date, substantially in the form of Exhibit 9.2(iv), duly signed by each of the directors of the Company (including the members of the supervisory board (Comitato di controllo sulla gestione)), confirming that such director has no (and fully releasing and discharging any) claims against Green or any Group Company, other than for compensation accrued through the Closing pursuant to any arrangement or agreement with or resolution by any Group Company (copies of which were provided to Buyer prior to the date hereof) but not yet paid as of the Closing; (b) cause a shareholders’ meeting of the Company to be validly held and resolve in favor of (I) the acceptance of the resignation of the directors of the Company (II) the full release and discharge of the resigning directors, to the greatest extent permitted by applicable Law, from liability in connection with acts or omissions occurred prior to their resignation, except in case of gross negligence (colpa grave) or fraud (dolo), substantially in the form of Exhibit 9.2(iv)-bis and (III) the appointment of new members of the board of directors of the Company pursuant to the written instructions received from Buyer no later than three (3) Business Days prior to the Closing Date; (v) the Black Parties shall: (a) transfer to Buyer the full ownership and beneficial title to all (and not less than all) of the Black Parties’ Company Shares, free and clear of all Liens (other than any restrictions under any securities Laws or Liens created by Buyer), by means of endorsing (girata in proprietà) the share certificates representing the Black Parties’ Company Shares in favor of Buyer before the Notary, who shall notarize such endorsement; (b) deliver to Buyer the share certificates representing the respective Black Parties’ Company Shares duly endorsed and notarized pursuant to letter (a) above; (vi) the Violet Parties shall: (a) deliver or cause to be delivered to Buyer copies of the resignation letters effective as of the Closing Date, substantially in the form of Exhibit 9.2(iv), duly signed by each of the directors of Green confirming that such director has no (and fully releasing and discharging any) claims against Green or any Group Company, other than for compensation accrued through the Closing pursuant to any arrangement or agreement with or resolution by Green or any Group Company (copies of which were provided to Buyer prior to the date hereof) but not yet paid as of the Closing; (b) deliver or cause to be delivered to Buyer copies of the resignation letters effective as of the Closing Date, substantially in the form of Exhibit 9.2(iv), duly signed by each of the effective and alternate statutory auditors of Green, confirming that such statutory auditor has no (and fully releasing and discharging any) claims against Green or any Group Company, other than for compensation accrued through the Closing pursuant to any arrangement or agreement with or resolution by Green (copies of which were provided to Buyer prior to the date hereof) but not yet paid as of the Closing; (c) cause a shareholders’ meeting of Green to be validly held and to resolve in favor of (I) the acceptance of the resignation of the directors and (if applicable) statutory auditors of Green, (II) the full release and discharge of the resigning directors and (if applicable) statutory auditors, to the greatest extent permitted by applicable Law, from liability in connection with acts or omissions occurred prior to their resignation, except in case of gross negligence (colpa grave) or fraud (dolo), substantially in the form of Exhibit 9.2(iv)-bis and (III) the appointment of new members of the board of directors and (if applicable) board of statutory auditors of Green pursuant to the written instructions received from Buyer no later than three (3) Business Days prior to the Closing Date; (d) transfer to Buyer the full ownership and beneficial title to all (and not less than all) of the Xxxxxx Xxxxx Shares, free and clear of all Liens (other than any restrictions under any securities Laws or Liens created by Buyer), by means of endorsing (girata in proprietà) the share certificates representing the Xxxxxx Xxxxx Shares in favor of Buyer before the Notary, who shall notarize such endorsement; (e) deliver to Buyer the share certificates representing the Xxxxxx Xxxxx Shares duly endorsed and notarized pursuant to letter (d) above; (f) deliver to Buyer a true and correct copy of the resolutions contemplated in Paragraph 7.2(i) (Conditions Precedent to the Obligation of Buyer); (vii) Buyer shall: (a) cause a director of the Company to duly register the transfer of the Black Parties’ Company Shares in favor of Buyer on the shareholders’ ledger of the Company (libro soci); and (b) cause a director of Green to duly register the transfer of the Xxxxxx Xxxxx Shares in favor of Buyer on the shareholders’ ledger of Green (libro soci). (viii) Each of the Parties shall, and shall cause their applicable Affiliates to: (a) execute and deliver, or cause to be executed and delivered, to the other Parties, Green, the Company and/or its Subsidiaries any other instrument, act, deed or document as may be necessary or required, under any applicable Law, to properly and validly complete the transactions contemplated by this Article 9 (Closing), or to comply with any applicable Law in connection therewith; and (b) pay, or cause to be paid, to the appropriate entities or Persons persons and in the appropriate manner, any registration Tax stamp, transfer or similar Taxes or charges however levied by any Governmental Authority on the transfer of the Quota Xxxxxx Xxxxx Shares and/or the Company Shares and the execution of the Notarial Deed; Notary’s fees related to such transfer in accordance with Paragraph 22.1 (cCosts – Taxes) the Seller shall cause, also pursuant to article 1381 of the Civil Code, all the directors and the statutory auditor of the Company to resign from their office — waiving any claim against the Company in respect of the termination of their office (without prejudice to the right to compensation pro rata temporis matured and not yet paid up to the Closing Date) — with effect from the Closing Date, by executing the resignation letters in a form substantially corresponding to Annex 6.2(c) hereto and deliver to the Purchaser such resignation letters; (d) as a condition precedent to the Closing, the Parties shall cause the Company and Evoqua Water Technologies Ltd. to enter into a distribution agreement for membrane — MBR, with a content agreed in good faith between the Parties (the “Distribution Agreement”)below.