Common use of Closing Actions and Deliverables Clause in Contracts

Closing Actions and Deliverables. At the Closing the following shall occur simultaneously: (a) Holdings shall pay (or cause to be paid) the Purchase Price to the account of Mosaic Feeder provided to Holdings pursuant to Section 2.02(c) (or, in the case of an Underlying Interest Election, to an account of the SPV specified by the SPV within five (5) Business Days following the delivery of the Exercise Notice) by wire transfer of immediately available funds; (b) Unless an Underlying Interest Election is made in accordance with Section 2.02(b), upon payment of the Purchase Price to Mosaic Feeder in accordance with Section 2.04(a) above, Mosaic Feeder shall transfer the Class A Interests and Class B Interests held by it to Holdings (or, if applicable, its Holdings Designees), free and clear of all Liens (other than Liens pursuant to the Partnership Agreement or applicable securities Laws), and shall execute and deliver evidence thereof reasonably satisfactory to Holdings (or, if applicable, its Holdings Designees); (c) in the case of an Underlying Interest Election: (i) upon payment of the Purchase Price in accordance with Section 2.04(a) above, the SPV shall transfer the Underlying Interests to Holdings (or, if applicable, its Holdings Designees), free and clear of all Liens (other than Liens pursuant to the organizational documents of the issuer of such Underlying Interests or applicable securities Laws), and shall execute and deliver evidence thereof reasonably satisfactory to Holdings (or, if applicable, its Holdings Designees); and (ii) the SPV shall immediately, after receipt of the Purchase Price, redeem all of the Class A Interests and Class B Interests held by Mosaic Feeder in exchange for a contemporaneous payment to Mosaic Feeder of the Purchase Price by wire transfer of immediately available funds to the account set forth in the Exercise Notice. For the avoidance of doubt, the provisions of Sections 2.04(b) and 2.04(c) shall not occur until such time as the Purchase Price has been paid in full.

Closing Actions and Deliverables. At the Closing the following shall occur simultaneously7.3.1 On Closing, Seller shall: (a) Holdings shall pay subject to payment of the Bank Pay-Off Amount as set forth in Clause 7.3.2(g), deliver to Buyers the share certificates representing (i) the ÅAB Shares and (ii) the ÅSAB Shares duly endorsed to US Buyer together with all pertaining coupons, if any, and the stock certificates representing the RTI Shares, accompanied by duly executed stock powers to US Buyer; (b) procure that US Buyer is duly entered into the share ledger of (i) ÅAB as holder of the ÅAB Shares, (ii) ÅSAB as the holder of the ÅSAB Shares, and (iii) Xxxxx Slovenia as the holder of the Xxxxx Slovenia Shares and deliver the share ledgers to Buyers together with a copy of the minutes of the shareholder or board meetings where the decision to enter US Buyer in the relevant share ledgers as holder of the ÅAB, ÅSAB, and Xxxxx Slovenia Shares respectively is taken; (c) execute, and procure that SHB executes, the Note Sale and Purchase Agreement; (d) immediately following endorsement and transfer of the Converting Note from SHB to Altor pursuant to the terms of the Note Sale and Purchase Agreement and the automatic conversion of the Converting Note into the Consideration Shares, deliver to Buyers the original of the Converting Note; (e) deliver (or cause procure the delivery) to be paidBuyers evidence, in a form reasonably acceptable to Buyers, of the release on Closing of all security or guarantees (howsoever described) provided by any Acquired Company under the Existing Facilities, subject to the payment of the Cash Purchase Price and the Bank Pay-Off Amount and the issuance of the Converting Note and the Notes to SHB; (f) deliver to Buyers evidence of termination of Contracts with Altor, Seller or any of their Affiliates which have been terminated as of Closing as set forth on Schedule 10.15.1, in form and substance reasonably satisfactory to Buyers; (g) execute the account Shareholder Support Agreement; (h) deliver to Buyers letters of Mosaic Feeder provided to Holdings resignation signed by each board member and deputy board member of each Acquired Company (other than employee representatives), pursuant to Section 2.02(cwhich each of them resign on the Closing Date and by which each board member and deputy board member confirms that he/she does not have any claim on the relevant Acquired Company; (i) (or, in the case of an Underlying Interest Election, to an account of the SPV specified if requested by the SPV within Buyer five (5) Business Days following prior to Closing deliver to Buyers a letter of resignation signed by the delivery auditor of the Exercise NoticeAcquired Companies, pursuant to which the auditor resign on the Closing Date and by which the auditor confirms that he does not have any claim on the relevant Acquired Company, together with the auditor’s statement in accordance with Chap. 9 Secs. 23 and 23a of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551) by wire transfer of immediately available fundsas applicable; (bj) Unless an Underlying Interest Election is made in accordance with Section 2.02(bdeliver to Buyers so-called general power of attorneys (Sw. generalfullmakt) of ÅAB and ÅSAB (acceptable to Buyers), upon payment appointing the persons specified by Buyers to independently and without restriction administer and represent all financial and legal interests of the Purchase Price to Mosaic Feeder each Acquired Company in accordance with Section 2.04(a) above, Mosaic Feeder shall transfer the Class A Interests Sweden and Class B Interests held by it to Holdings (or, if applicable, its Holdings Designees), free abroad until new board members of ÅAB and clear of all Liens (other than Liens pursuant to the Partnership Agreement or applicable securities Laws), and shall execute and deliver evidence thereof reasonably satisfactory to Holdings (or, if applicable, its Holdings Designees); (c) in the case of an Underlying Interest Election: (i) upon payment of the Purchase Price in accordance with Section 2.04(a) above, the SPV shall transfer the Underlying Interests to Holdings (or, if applicable, its Holdings Designees), free and clear of all Liens (other than Liens pursuant to the organizational documents of the issuer of such Underlying Interests or applicable securities Laws), and shall execute and deliver evidence thereof reasonably satisfactory to Holdings (or, if applicable, its Holdings Designees)ÅSAB have been duly registered; and (iik) deliver to Buyers a certificate (the SPV shall immediately“FIRPTA Certificate”) signed under penalties of perjury and dated within thirty (30) days prior to the Closing Date, after receipt that satisfies the requirements of US Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) and confirms that RTI is not and has not been within five (5) years of the Purchase Price, redeem all date of the Class A Interests and Class B Interests held by Mosaic Feeder certification, a “United States real property holding corporation” as defined in exchange for Code Section 897, together with a contemporaneous payment to Mosaic Feeder copy of the Purchase Price by wire transfer of immediately available funds notice to the account set forth IRS that satisfies the requirements of US Treasury Regulation Sections 1.897-2(h)(2); provided that, if Seller fails or is unable to comply with this Clause 7.3.1(k), the sale and purchase under this Agreement shall close and Buyers may withhold or cause to be withheld the amount required to be withheld under Code Section 1445 as determined by Buyers based upon a deemed purchase price for the RTI Shares in the Exercise Notice. For the avoidance amount of doubt, the provisions of Sections 2.04(b) and 2.04(c) shall not occur until such time as the Purchase Price has been paid in fullUSD 26,500,000.

Closing Actions and Deliverables. At the Closing the following shall occur simultaneously: (a) Holdings shall pay (or cause to be paid) At the Purchase Price to the account of Mosaic Feeder provided to Holdings pursuant to Section 2.02(c) (orClosing, in the case of an Underlying Interest Election, to an account of the SPV specified by the SPV within five (5) Business Days following the delivery of the Exercise Notice) by wire transfer of immediately available funds; (b) Unless an Underlying Interest Election is made in accordance with Section 2.02(b), upon payment of the Purchase Price to Mosaic Feeder in accordance with Section 2.04(a) above, Mosaic Feeder shall transfer the Class A Interests and Class B Interests held by it to Holdings (or, if applicable, its Holdings Designees), free and clear of all Liens (other than Liens pursuant to the Partnership Agreement or applicable securities Laws), and shall execute and deliver evidence thereof reasonably satisfactory to Holdings (or, if applicable, its Holdings Designees); (c) in the case of an Underlying Interest ElectionBuyer shall: (i) upon payment of pay the Purchase Price in accordance with Section 2.04(a) above, the SPV shall transfer the Underlying Interests to Holdings (or, if applicable, its Holdings Designees), free and clear of all Liens (other than Liens pursuant to the organizational documents of the issuer of such Underlying Interests or applicable securities Laws), and shall execute and deliver evidence thereof reasonably satisfactory to Holdings (or, if applicable, its Holdings Designees); and (ii) the SPV shall immediately, after receipt of the Purchase Price, redeem all of the Class A Interests and Class B Interests held by Mosaic Feeder in exchange for a contemporaneous payment to Mosaic Feeder of the Purchase Price Closing Payment by wire transfer of immediately available funds to an account of Seller designated in writing by Seller; (ii) deposit the Escrow Amount with the Escrow Agent by wire transfer of immediately available funds to an account set forth designated by the Escrow Agent, which amount will be held for the purpose of securing the obligations of Seller under Section 2.05(d) and invested and disbursed in accordance with the terms of the Escrow Agreement; (iii) pay, in accordance with the Pay-Off Letters, all Estimated Closing Indebtedness identified on Section 2.05(a)(ii) of the Disclosure Schedules, by wire transfer of immediately available funds pursuant to the Pay-Off Letters; (iv) pay in full all of the Estimated Closing Transaction Expenses, (A) with respect to compensation to any current or former employee of the Company, through the payroll system of the Company less applicable withholding Taxes (as applicable and in no event later than the next payroll period in which such payment can be reasonably processed), or (B) with respect to any other Person, by wire transfer of immediately available funds in accordance with the Invoices; (v) issue the Seller Mezzanine Note by Buyer to the Seller; and (vi) cause Parent to issue to the Seller the Rollover Interests. (b) At the Closing, Buyer shall also deliver to Seller the following, each in form and substance reasonably satisfactory to Seller: (i) the Escrow Agreement, duly executed by Buyer and the Escrow Agent, which shall be in full force and effect as of the Closing; (ii) the Buyer Closing Certificate; (iii) the Buyer Secretary’s Certificate; (iv) the Transition Services Agreement, duly executed by Buyer; (v) the Subscription Agreement related to the Rollover Interests, duly executed by Parent; and (vi) the Trademark License Agreement, duly executed by a post-closing officer of the Company; and (vii) the Parent LLC Agreement, duly executed by Parent. (c) At the Closing, Seller shall deliver to Buyer the following, each in form and substance reasonably satisfactory to Buyer: (i) stock certificates evidencing assignments of the Contributed Shares to Parent and the Purchased Shares to the Buyer, in each case, free and clear of Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank; (ii) the Escrow Agreement, duly executed by Seller, which shall be in full force and effect as of the Closing; (iii) the Seller Closing Certificate; (iv) the Company Secretary’s Certificate; (v) the Transition Services Agreement, duly executed by the Seller; (vi) the contribution and subscription agreement pursuant to which Parent will issue the Rollover Interests to the Seller, in the Exercise Notice. For form attached hereto as Exhibit C (the avoidance “Subscription Agreement”), duly executed by the Seller; (vii) a counterpart signature page to the Parent LLC Agreement, duly executed by Seller; (viii) a duly executed certificate prepared in accordance with Treasury Regulations Section 1.1445-2 certifying Seller’s non-foreign status, duly executed by Seller; (ix) duly executed copies of doubtthe agreements and other documents evidencing and effecting the Restructuring, which shall be in substantially the provisions form as attached to Schedule 3.21(b); (x) a closing bonus acknowledgement and general release of Sections 2.04(bclaims, duly executed by (i) Xxxx Xxxxxx and 2.04(c(ii) shall not occur until such time each Business Employee receiving any an transaction bonus, change of control or similar payment as defined in clause (a)(iii) of the Purchase Price definition of Transaction Expenses; (xi) a CD-ROM containing all of the material that has been paid in fullmade available to Buyer through the Dataroom; and (xii) the Trademark License Agreement, duly executed by NewCo and NewIPCo.